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):     December 31, 1996
  
  
                WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4 
               (Exact name of registrant as specified in its charter)
  
  
        California                    33-91136              33-0707612
  (State or other jurisdiction     (Commission            (IRS Employer
   of incorporation)                File Number)         Identification No.)
  
  
            3158 Redhill Avenue, Suite 120, Costa Mesa, California 92626
                 (Address of principal executive offices) (Zip Code)
  
  
  Registrant's telephone number, including area code:  (714) 662-5565
  
  
  
                                        N/A
            Former name or former address, if changed since last report)
  
  
  
  <PAGE>
  
  
  
  Item 2.  Acquisition or Disposition of Assets
  
  
           WNC Housing Tax Credit Fund V, L.P., Series 4 ("Series 4") has become a
  limited  partner  in  Ashford  Place,  L.P.,  an  Oklahoma  limited  partnership
  ("ASHFORD PLACE");  Lamar Plaza, L.P., a Missouri limited partnership ("LAMAR");
  and  Woodland  Townhomes,   L.P.,  an  Alabama  limited  partnership  ("WOODLAND
  TOWNHOMES").   ASHFORD  PLACE,   LAMAR  and  WOODLAND  TOWNHOMES  are  sometimes
  hereinafter referred to as the "Local Limited  Partnerships." ASHFORD PLACE owns
  the Ashford Place  Apartments in Shawnee,  Oklahoma;  LAMAR owns the Lamar Plaza
  Apartments in Lamar, Missouri; and WOODLAND TOWNHOMES owns Woodland Townhomes in
  Marion,  Alabama.  These properties are sometimes hereinafter referred to as the
  Apartment Complexes.
  
           The following tables contain  information  concerning the Local Limited
  Partnerships.
  
  
  
                                         2
  <PAGE>
  
  <TABLE>
  
  
                                            ACTUAL OR                                                         LOCAL LIMITED   YEAR
                                            ESTIMATED     ESTIMATED                              PERMANENT    PARTNERSHIP'S   CREDITS
                                            CONSTRUC-     DEVELOP-                               MORTGAGE     ANTICIPATED     TO BE
  LOCAL          PROJECT                     TION         MENT COST    NUMBER OF    BASIC        LOAN         AGGREGATE       FIRST
  LIMITED        NAME/NUMBER  LOCATION OF   COMPLETION    (INCLUDING   APARTMENT    MONTHLY      PRINCIPAL    TAX CREDITS     AVAIL-
  PARTNERSHIP    OF BUILDINGS PROPERTY      DATE          LAND COST)   UNITS        RENTS        AMOUNT       (1)             ABLE
  
  
  
  <S>                                                     <C>           <C>         <C>          <C>          <C>             <C> 
  ASHFORD        Ashford       Shawnee       December     $813,449      32 1BR      $360         $2,187,000   $3,901,370      1997
  PLACE          Place         (Pottawato-   1997                       units                    Greystone
                 Apartments    mie Co.),                                60 2BR      $438         & Co. (2)
                               Oklahoma                                 units
                 7 buildings                                            8 3BR       $506
                                                                        units
  
  
  
  
  
  <S>                                                   <C>             <C>         <C>          <C>          <C>             <C> 
  LAMAR          Lamar Plaza    Lamar        June       $1,679,720      24 2BR      $285         $888,400     $1,343,440      1997
                 Apartments     (Barton      1997                       units                    Missouri     (federal)
                                Co.),                                   4 3BR       $320         Housing      $53,738
                 7 buildings    Missouri                                units                    Develop-     (Missouri)
                                                                                                 ment
                                                                                                 Commission
                                                                                                 (3)
  
  
  
  
  <S>                                                    <C>           <C> <C>      <C>          <C>          <C>             <C> 
  WOODLAND       Woodland       Marion        September  $2,616,040    32  1BR      $178         $51,500      $2,230,740      1997
  TOWNHOMES      Townhomes      (Perry        1997                     units                     Regions
                                Co.),                                  10  2BR      $212         Bank (4)
                 6 buildings    Alabama                                units
                                                                                                 $1,245,000
                                                                                                 HOME (5)
  
  
  
  
  
  <FN>
  (1) Low Income Housing Credits are available over a 10-year period. For the year
  in which the credit  first  becomes  available,  Series 4 will receive only that
  percentage of the annual credit which corresponds to the number of months during
  which  Series 4 was a limited  partner  of the Local  Limited  Partnership,  and
  during which the Apartment Complex was completed and in service.
  
  (2)  Greystone & Co. will provide the mortgage  loan for a term of 18 years
  at an annual  interest  rate of 8.5%.  Principal  and  interest  will be payable
  monthly based on a 30-year amortization schedule.  Outstanding principal will be
  due on maturity.
  
  (3) Missouri Housing Development Commission will provide the mortgage loan for a
  term of 40 years at an annual  interest rate of 1%.  Principal and interest will
  be paid monthly based on a 40-year amortization schedule.
  
  (4) Regions Bank will provide the first  mortgage loan for a term of 20 years at
  an annual interest rate of 9.5%.  Principal and interest will be payable monthly
  based on a 20-year amortization schedule.
  
  (5) HOME will  provide  the  second  mortgage  loan for a term of 30 years at an
  annual  interest rate of 0.5%.  Principal  and interest will be payable  monthly
  based on a 30-year amortization schedule.
  </FN>
  </TABLE>
  
  
                                         3
  <PAGE>
  
  
  
  The following is a discussion of the approximate population and general location
  of, and the employers in, the  communities in which the Apartment  Complexes are
  located.
  
  Shawnee (ASHFORD PLACE): Shawnee (population 26,800) is in central Oklahoma near
  the juncture of  Interstate  Highway 40 and U.S.  Highway 177  approximately  35
  miles east of Oklahoma City. The major  employers for Shawnee  residents are TDK
  Ferrites (ceramic magnets),  Mobil Chemical,  Wolverine Tube (copper tubing) and
  Shawnee Regional Hospital.
  
  Lamar (LAMAR):  Lamar  (population  4,500) is in  southwestern  Missouri on U.S.
  Highway 160 near the  intersection of U.S.  Highway 71,  approximately  51 miles
  northwest of Springfield. The major employers for Lamar residents are O'Sullivan
  Furniture, Thorco Display Metal Racks and Barton County Hospital.
  
  Marion (WOODLAND  TOWNHOMES):  Marion  (population 4,400) is in central Alabama,
  approximately  91 miles  northwest  of  Montgomery  on State  Route 5. The major
  employers for Portage  residents  are the Perry County Board of  Education,  C-T
  South (iron  casing),  Niemands  Industries  (packaging and filling) and Griffin
  Wood (lumber).
  
  
                                         4
  <PAGE>
  
  <TABLE>
  
  
  
                                                                                                                         ESTIMATED
                                                                                                                         ACQUISI-
                                               LOCAL                            SHARING RATIOS:                          TION FEES
                                               GENERAL                          ALLOCATIONS (4)     SERIES 4's           PAYABLE
  LOCAL          LOCAL                         PARTNERS'      SHARING RATIOS:   AND SALE OR         CAPITAL              TO
  LIMITED        GENERAL        PROPERTY       DEVELOPMENT    CASH FLOW         REFINANCING         CONTRIBUTION         FUND
  PARTNERSHIP    PARTNERS       MANAGER (1)    FEE (2)        (3)               PROCEEDS (5)        (6)                  MANAGER
  
  
  
  
  <S>                                          <C>                 <C>          <C>   <C> <C>       <C>                  <C>     
  ASHFORD        The Cowen      Insignia       $591,714       WNC: 15% but      98.99/.01/1         $2,317,180           $231,700
  PLACE          Group, L.L.C.  Management                    no less than      50/50
                                Group                         $2,500 per year
  
                                                              LGP: 67% of
                                                              the balance
  
                                                              The balance:
                                                              WNC:  25%
                                                              LGP:  75%
  
  
  
  <S>                                          <C>                 <C>          <C>                 <C>                  <C>    
  LAMAR          MBL            The Remus      $146,700       WNC: 15% but      (7)                 $797,842             $79,800
                 Development,   Company                       no less than
                 Co.                                          $850 per year
  
                                                              LGP: 40% of the
                                                              balance
  
                                                              The balance:
                                                              WNC:  50%
                                                              LGP:  50
  
  
  <S>                                         <C>                  <C>          <C>   <C> <C>       <C>                  <C>     
  WOODLAND       Alabama        Charter       $267,400        WNC: 30% but      98.99/.01/1         $1,347,008           $134,700
  TOWNHOMES      Council        Property                      no less than      50/50
                 on Human       Management                    $1,200 per year
                 Relations      Co., Inc.
                 Housing Corp.                                LGP:  40% of the
                                                              balance
  
                                                              The balance:
                                                              WNC:  15%
                                                              LGP:  85%
  
  
  
  
  <FN>
  (1) The maximum annual  management fee payable to the property manager generally
  is determined  pursuant to lender  regulations.  Each 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) Each Local  Limited  Partnership  will pay its Local  General  Partner(s)  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 4.
  
  (3)  Reflects  the amount of the net cash flow from  operations,  if any,  to be
  distributed to Series 4 ("WNC") and the Local General  Partner(s) ("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 Series 4 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 of Series 4 and the Local General  Partner(s)  in profits,  losses and
  Low  Income  Housing  Credits  commencing  with  entry of  Series 4 as a limited
  partner.
  
  
                                         5
  <PAGE>
  
  (5)  Reflects  the  percentage  interests  of  Series  4 and the  Local  General
  Partner(s) in any net cash proceeds  from sale or  refinancing  of the Apartment
  Complex,  after payment of the mortgage loan and other Local Limited Partnership
  obligations (see, e.g., note 3), and the following,  in the order set forth: the
  capital  contribution  of Series 4 (the tax liability of Series 4 in the case of
  ASHFORD PLACE);  and the capital  contribution  of the Local General  Partner(s)
  (the tax  liability  of the  Local  General  Partner(s)  in the case of  ASHFORD
  PLACE).
  
  (6)  Series  4 will  make  its  capital  contributions  to  each  Local  Limited
  Partnership  in  stages,  with each  contribution  due when  certain  conditions
  regarding  construction  or  operations  of  the  Apartment  Complex  have  been
  fulfilled.
  
  (7) Subject to certain  special  allocations,  Federal Tax  Credits,  losses and
  income are allocated 98.98% to Series 4, .01% to WNC Housing,  L.P., the special
  limited partner,  .01% to D. Kim Lingle,  the original limited partner and 1% to
  the Local General Partner. This property also has Missouri Tax Credits which are
  allocated solely to the original limited partner. Net cash proceeds from sale or
  refinancing  of the  Apartment  Complex,  after payment of the mortgage loan and
  other Local Limited  Partnership  obligations,  and the capital  contribution of
  Series 4, the  special  limited  partner,  the  Local  General  Partner  and the
  original limited partner, are distributable 50% to Series 4 and 50% to the Local
  General Partner.
  </FN>
  </TABLE>
  
                                         6
  <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 Ashford Place, A Limited Partnership
  
                    10.2     Amended and Restated Agreement of Limited Partnership
                             of Lamar Plaza Apartments, L.P.
  
                    10.3     Amended  and Restated Certificate and Agreement of 
                             Limited Partnership of Woodland, Ltd.
  
                                         7
  <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:    January 27, 1997             By:  WNC & Associates, Inc.
                                             General Partner
  
                                             By:      /s/ JOHN B. LESTER, JR.
                                                      John B. Lester, Jr.,
                                                      President
  
                                         8
  <PAGE>
  
  
                                  INDEX TO EXHIBITS
  
  Exhibit
  Number                                               Exhibit
  
  10.1              Amended and Restated Agreement of Limited Partnership of 
                    Ashford Place, A Limited Partnership
  
  10.2              Amended and Restated Agreement of Limited Partnership of 
                    Lamar Plaza Apartments, L.P.
  
  10.3              Amended and Restated Certificate and Agreement of Limited 
                    Partnership of Woodland, Ltd.
  
  
  
  
  <PAGE>
  
  
  
  
  
  
  
  
                                AMENDED AND RESTATED
  
                         AGREEMENT OF LIMITED PARTNERSHIP OF
  
                        ASHFORD PLACE, A 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 Special 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     "General Partner" ..............................     6
           1.27     "Gross Asset Value" ............................     6
           1.28     "Guaranty Reserve Account"......................     7
           1.29     "Hazardous Substance"...........................     7
           1.30     "Improvements"..................................     7
           1.31     "Incentive Management Fee"......................     7
           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"..............................     9
           1.40     "Management Agreement"..........................     10
           1.41     "Minimum Set-Aside Test"........................     10
           1.42     "Mortgage" or "Mortgage Loan"...................     10
           1.43     "Mortgage Note".................................     10
           1.44     "Nonrecourse Deductions"........................     10
           1.45     "Nonrecourse Liability".........................     10
  
  
  
                                         i
  <PAGE>
  
           1.46     "Operating Deficit" ............................     10
           1.47     "Operating Deficit Guarantee Period"............     10
           1.48     "Operating Loans"...............................     10
           1.49     "Original Limited Partner" .....................     11
           1.50     "Partner" ......................................     11
           1.51     "Partner Nonrecourse Debt" .....................     11
           1.52     "Partner Nonrecourse Debt Minimum Gain" ........     11
           1.53     "Partner Nonrecourse Deductions" ...............     11
           1.54     "Partnership" ..................................     11
           1.55     "Partnership Minimum Gain" .....................     11
           1.56     "Permanent Mortgage Commencement" ..............     11
           1.57     "Person" .......................................     11
           1.58     "Project" ......................................     11
           1.59     "Project Documents" ............................     11
           1.60     "Projected Annual Tax Credits" .................     12
           1.61     "Projected Tax Credits" ........................     12
           1.62     "Qualified Tenants" ............................     12
           1.63     "Rent Restriction Test" ........................     12
           1.64     "Reporting Fee".................................     12
           1.65     "Revised Projected Tax Credits".................     12
           1.66     "Sale or Refinancing"...........................     12
           1.67     "Sale or Refinancing Proceeds" .................     12
           1.68     "Special Limited Partner".......................     12
           1.69     "State" ........................................     13
           1.70     "State Tax Credit Agency" ......................     13
           1.71     "Substitute Limited Partner" ...................     13
           1.72     "Tax Credit" ...................................     13
           1.73     "Tax Credit Conditions".........................     13
           1.74     "TRA 1986" .....................................     13
           1.75     "Treasury Regulations" .........................     13
           1.76     "Withdrawing" or "Withdrawal"...................     13
  
  II.      NAME ................................................         13
  
  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 ................................................         14
  
  VI.      GENERAL PARTNER'S CONTRIBUTIONS AND LOANS............         14
  
           6.1      Capital Contribution of General Partner.........     14
           6.2      Construction and Operating Obligations;
                      General Partner Loans.........................     14
           6.3      Other General Partner Loans.....................     16
           6.4      E. Allen Cowen, II..............................     16
  
  VII.     CAPITAL CONTRIBUTIONS OF LIMITED PARTNER.............         16
  
           7.1      Original Limited Partner........................     16
  
  
                                         ii
  <PAGE>
  
           7.2      Capital Contribution of Limited Partner.........     16
           7.3      Repurchase of Limited Partner's Interest........     19
           7.4      Reduction of Limited Partner's
                      Capital Contribution..........................     19
           7.5      Capital Contribution of Special Limited Partner.     21
           7.6      Return of Capital Contribution..................     21
           7.7      Liability of Limited Partner and Special
                    Limited Partner.................................     21
  
  VIII. WORKING CAPITAL AND RESERVES .......................             22
  
           8.1      Operation and Maintenance Reserve and
                    Replacement Reserve Account.....................     22
           8.2      Guaranty Reserve Account........................     22
           8.3      Other Reserves..................................     22
  
  IX.      MANAGEMENT AND CONTROL ..............................         23
  
           9.1      Power and Authority of General Partner .........     23
           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 ..........................     27
           9.6      Restrictions on Authority of General Partner....     28
           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.......     32
  
  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..........................     40
           10.6     Tax Allocations:  Code Section 704(c)...........     41
           10.7     Allocation Among Limited Partners...............     41
           10.8     Allocation Among General Partners ..............     41
           10.9     Modification of Allocations ....................     42
  
  XI.      DISTRIBUTION ........................................         42
  
           11.1     Distribution of Cash Flow From Operations ......     42
           11.2     Distribution of Sale or Refinancing Proceeds....     43
  
  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 .....................     44
           12.3     Invalid Assignment .............................     44
  
  
                                        iii
  <PAGE>
  
           12.4     Assignee's Rights to Allocations
                      and Distributions ............................     44
           12.5     Substitution of Assignee as Limited Partner
                    or Special Limited Partner......................     44
           12.6     Death, Bankruptcy, Incompetency, etc.
                      of a Limited Partner ...........................   45
  
  XIII. WITHDRAWAL, REMOVAL AND REPLACEMENT OF GENERAL
        PARTNER ............................................             45
  
           13.1     Withdrawal of General Partner ..................     45
           13.2     Removal of General Partner .....................     46
           13.3     Effects of a Withdrawal.........................     47
           13.4     Successor General Partner.......................     49
           13.5     Admission of Additional or Successor
                      General Partner ..............................     49
           13.6     Transfer of Interest ...........................     50
           13.7     No Goodwill Value...............................     50
  
  XIV.     BOOKS AND ACCOUNTS, REPORTS, TAX RETURNS,
           FISCAL YEAR AND BANKING .............................         50
  
           14.1     Books and Accounts .............................     50
           14.2     Accounting Reports .............................     51
           14.3     Other Reports ..................................     52
           14.4     Late Reports ...................................     53
           14.5     Annual Site Visits..............................     54
           14.6     Tax Returns.....................................     54
           14.7     Fiscal Year ....................................     54
           14.8     Banking ........................................     54
           14.9     Certificates and Elections .....................     54
  
  XV.      DISSOLUTION, WINDING UP, TERMINATION AND
           LIQUIDATION OF THE PARTNERSHIP ......................         55
  
           15.1     Dissolution of Partnership .....................     55
           15.2     Return of Capital Contribution upon
                      Dissolution ..................................     55
           15.3     Distributions of Assets ........................     55
           15.4     Deferral of Liquidation.........................     57
           15.5     Liquidation Statement ..........................     57
           15.6     Certificates of Dissolution; Certificate of
                      Cancellation of Certificate of Limited
                      Partnership ..................................     57
  
  XVI.     AMENDMENTS ..........................................         58
  
  XVII. MISCELLANEOUS ......................................             58
  
           17.1     Voting Rights ..................................     58
           17.2     Meeting of Partnership .........................     59
           17.3     Notices ........................................     59
           17.4     Successors and Assigns .........................     59
           17.5     Recording of Certificate of Limited
                    Partnership. ...................................     59
  
  
                                         iv
  <PAGE>
  
           17.6     Amendment of Certificate of Limited
                    Partnership ....................................     60
           17.7     Counterparts ...................................     60
           17.8     Captions .......................................     60
           17.9     Saving Clause...................................     61
           17.10    Tax Matters Partners...........................      61
           17.11    Expiration of Compliance Period................      61
           17.12    Number and Gender .............................      62
           17.13    Entire Agreement ..............................      62
           17.14    Governing Law .................................      62
           17.15    Attorney's Fees ...............................      62
           17.16    Receipt of Correspondence .....................      62
           17.17    Security Interest and Right of Set-Off ........      62
  
  
  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
                        ASHFORD PLACE, A LIMITED PARTNERSHIP
  
  
           THIS AMENDED AND RESTATED  AGREEMENT  OF LIMITED  PARTNERSHIP  is being
  entered into  effective  as of the date  written  below by and between THE COWEN
  GROUP, L.L.C., AN OKLAHOMA LIMITED LIABILITY COMPANY as the general partner (the
  "General Partner"), WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4 as the limited
  partner  (the  "Limited  Partner"),  WNC  HOUSING,  L.P. as the special  limited
  partner (the "Special Limited  Partner") and EARNEST COWEN and DORA COWEN as the
  withdrawing limited partners  (collectively referred to as the "Original Limited
  Partner").
  
                                      RECITALS
  
           WHEREAS,  ASHFORD  PLACE, A LIMITED  PARTNERSHIP , an Oklahoma  limited
  partnership (the  "Partnership")  recorded a certificate of limited  partnership
  with the Oklahoma  Secretary of State on August 6, 1996,  naming E. ALLEN COWEN,
  II as the sole general partner. A partnership agreement dated August 5, 1996 was
  entered  into by and  between  the  General  Partner  and the  Original  Limited
  Partner.
  
           WHEREAS,  on  December  11,  1996,  an Amended  Certificate  of Limited
  Partnership  was filed with the Oklahoma  Secretary  of State  showing THE COWEN
  GROUP,  L.L.C., AN OKLAHOMA LIMITED LIABILITY COMPANY as the correct name of the
  General Partner. However, the Amended Certificate of Limited Partnership did not
  include the  signature  of E. Allen  Cowen,  II as the  individual  sole general
  partner consenting to and agreeing to the change in the partnership structure.
  
           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 and the Special Limited Partner as partners of
  the  Partnership,  (iii)  the  liquidation  of the  Original  Limited  Partner's
  Interest in the Partnership,  (iv) the unequivocal consent of E. Allen Cowen, II
  to the correction of the name of the general  partner from E. Allen Cowen, II to
  The Cowen Group, L.L.C., (v) the payment of Capital Contributions by the Limited
  Partner and the Special Limited Partner to the Partnership,  (vi) the allocation
  of Income,  Losses,  Tax Credits and  distributions of Cash Flow From Operations
  and other cash funds of the Partnership  among the Partners (vii) the respective
  rights,  obligations  and  interests  of the  Partners  to each other and to the
  Partnership, and (viii) certain other matters.
  
           WHEREAS,  the  Limited  Partner,  the Special  Limited  Partner and the
  General  Partner  desire  hereby  to  amend  and  restate  the  Amended  Limited
  Partnership Agreement of the Partnership dated August 5, 1996.
  
                                         1
  <PAGE>
  
           NOW, THEREFORE,  in consideration of their mutual agreements herein set
  forth,  the Partners  hereby agree to amend and restate the Agreement of Limited
  Partnership of ASHFORD  PLACE, A LIMITED  PARTNERSHIP in its entirety to provide
  as follows:
  
                                      ARTICLE I
  
                                     DEFINITIONS
  
           Section 1.1 "Accountant"  shall mean Melvin  Gilbertson,  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  Special  Limited
  Partner.  Notwithstanding  any provision of this Agreement to the contrary,  the
  Special Limited Partner shall have the discretion to dismiss the Accountants.
  
           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 98.99% 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.
  
                                         2
  <PAGE>
  
           Section 1.6  "Agreement"  or  "Partnership  Agreement"  shall mean this
  Amended and Restated Agreement of Limited Partnership, as it may be amended from
  time  to  time.  Words  such as  "herein,"  "hereinafter,"  "hereof,"  "hereto,"
  "hereby" and "hereunder," when used with reference to this Agreement,  refers to
  this Agreement as a whole, unless the context otherwise requires.
  
           Section 1.7  "Assignee"  shall mean a Person who has  acquired all or a
  portion of the Limited Partner's  beneficial interest in the Partnership and has
  not become a Substitute Limited Partner.
  
           Section  1.8  "Bankruptcy"  or  "Bankrupt"  shall mean the making of an
  assignment for the benefit of creditors,  becoming a party to any liquidation or
  dissolution   action  or  proceeding,   the   commencement  of  any  bankruptcy,
  reorganization,  insolvency or other  proceeding  for the relief of  financially
  distressed debtors, or the appointment of a receiver,  liquidator,  custodian or
  trustee  and,  if any of the  same  occur  involuntarily,  the  same  not  being
  dismissed,  stayed or  discharged  within 90 days;  or the entry of an order for
  relief  under  Title 11 of the United  States  Code.  A Partner  shall be deemed
  Bankrupt  if  the  Bankruptcy  of  such  Partner  shall  have  occurred  and  be
  continuing.
  
           Section 1.9 "Capital Account" shall mean, with respect to each Partner,
  the account  maintained  for such Partner  comprised of such  Partner's  Capital
  Contribution  as increased by allocations to such Partner of Partnership  Income
  (or  items  thereof)  and any items in the  nature  of income or gain  which are
  specially  allocated  pursuant to Section 10.3 or 10.4 hereof,  and decreased by
  the amount of any  Distributions  made to such Partner,  and allocations to such
  Partner of Partnership  Losses (or items thereof) and any items in the nature of
  expenses or losses  which are  specially  allocated  pursuant to Section 10.3 or
  10.4 hereof.
  
           In the event of any  transfer  of an  interest  in the  Partnership  in
  accordance with the terms of this Agreement, the transferee shall succeed to the
  Capital  Account of the  transferor to the extent it relates to the  transferred
  interest.
  
           The foregoing  definition  and the other  provisions of this  Agreement
  relating to the  maintenance  of Capital  Accounts  are  intended to comply with
  Treasury Regulation Section 1.704-1(b), as amended or any successor thereto, and
  shall be  interpreted  and  applied in a manner  consistent  with such  Treasury
  Regulation.
  
           Section  1.10  "Capital  Contribution"  shall mean the total  amount of
  money, or the Gross Asset Value of property  contributed to the Partnership,  if
  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,  Capital
  Contributions,   Sale  or  Refinancing   Proceeds  or  proceeds  of  Partnership
  borrowings) from Partnership  operations,  determined on a cash basis, less debt
  payments,  capital  expenditures  to the  extent  not paid  from  borrowings  or
  reserves,  amounts set aside as reserves  pursuant to Article VIII and operating
  expenses  associated with rental and  maintenance of the Project;  but excluding
  deductions for cost recovery of buildings,  improvements and personal  property,
  and amortization of any financing fees.
  
           Section 1.12 "Code" shall mean the  Internal  Revenue Code of 1986,  as
  amended from time to time, or any successor statute.
  
           Section 1.13 "Completion of Construction"  shall mean the completion of
  construction  of the  Project  substantially  in  accordance  with  the  Project
  Documents in order to obtain the  required  certificates  of  occupancy  (or the
  local  equivalent) for all one hundred (100) 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,  which 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 Special  Limited  Partner"  shall mean the
  prior written consent or approval of the Special Limited Partner.
  
           Section  1.16  "Construction  Contract"  shall  mean  the  construction
  contract in the amount of $3,718,772,  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 One in the principal  amount of $2,200,000  and shall bear an interest
  accrual rate on the  principal  balance  outstanding  at CitiBank  Corporation's
  Prime plus 1%. Interest rate will be calculated on a monthly basis using 360 day
  year for a term of 18 months to provide funds for the acquisition,  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 E. Allen Cowen Ventures,  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,  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 E. Allen Cowen, II.
  
           Section 1.22  "Development Fee" shall mean the fee payable to
  the Developer pursuant to Section 9.2(a) of this Agreement for services incident
  to the  development  and  construction  of the  Project in  accordance  with the
  Development  Fee Agreement  between the  Partnership and the Developer dated the
  even date herewith and incorporated herein by this reference.
  
           Section 1.23  "Distributions"  shall mean the total amount of money, or
  the Gross Asset Value of property (net of liabilities  securing such distributed
  
  
                                         5
  <PAGE>
  
  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 "General  Partner" shall mean THE COWEN GROUP,  L.L.C., AN
  OKLAHOMA LIMITED LIABILITY COMPANY and such other Persons as are admitted to the
  Partnership  as  additional  or  substitute  General  Partners  pursuant to this
  Agreement.
  
           Section  1.27 "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
  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  Special
  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;
  
                                         6
  <PAGE>
  
           (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  1.27(d) to the extent the General  Partner  determines
  that  an  adjustment   pursuant  to  Section  1.27(b)  hereof  is  necessary  or
  appropriate in connection with a transaction  that would otherwise  result in an
  adjustment pursuant to this Section 1.27(d).
  
           If the Gross  Asset Value of an asset has been  determined  or adjusted
  pursuant to Section 1.27(a),  Section 1.27(b),  or Section 1.27(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 1.28 "Guaranty  Reserve Account" shall mean that account funded
  from the proceeds referenced in Section 7.2(b)(5) of this Agreement and operated
  in accordance with Section 8.2 of this Agreement.
  
           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  construction  of a one
  hundred  (100) unit  apartment  complex for  families in a good and  workmanlike
  manner substantially in accordance with the plans and specifications and Project
  Documents.
  
       Section 1.31 "Incentive Management Fee" shall have the meaning set forth in
  Section 9.2(e) hereof.
  
           Section  1.32 "Income and Losses"  shall mean,  for each fiscal year or
  other period,  an amount equal to the  Partnership's  taxable income or loss for
  
  
                                         7
  <PAGE>
  
  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  1.27(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
  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,
  
  
                                         8
  <PAGE>
  
  that 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  $4,000,000;  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
  Special 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 4, a California limited  partnership,  and such other Persons as
  are admitted to the  Partnership  as additional or Substitute  Limited  Partners
  pursuant to this Agreement.
  
           Section 1.39  "Management  Agent"  shall mean the  property  management
  company  which  oversees the property  management  functions for the Project and
  which is on-site at the Project.  The initial Management Agent shall be Insignia
  Management Group.
  
           Section 1.40 "Management  Agreement"  shall mean the agreement  between
  the Partnership and the Management Agent for property management services.
  
                                         9
  <PAGE>
  
           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.
  
           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  Greystone & Co., or its  successor or
  assignee,  the  principal sum of  $2,187,000,  plus interest on the principal at
  8.5% per annum over a term of 18 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).
  
           Section 1.47 "Operating Deficit Guarantee Period" shall mean the period
  commencing with the Completion of Construction and ending five years thereafter.
  
           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.
  
                                         10
  <PAGE>
  
           Section 1.49  "Original  Limited  Partner" shall mean EARNEST COWEN and
  DORA COWEN.
  
           Section  1.50  "Partner"  shall mean the General  Partner,  the Limited
  Partner and the Special 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 mean the approximately 11 acres of land in
  Shawnee,  Pottawatomie County,  Oklahoma, as more fully described in Exhibit "A"
  attached hereto and incorporated herein by this reference, and the Improvements.
  
           Section 1.59 "Project  Documents"  shall mean and include all documents
  delivered to or required by the  Construction  Loan and Mortgage Loan and/or any
  governmental  agency having jurisdiction over the Project in connection with the
  development,  construction  and  financing  of the  Project,  including  but not
  limited  to, the  approved  plans and  specifications  for the  development  and
  construction of the Project.
  
           Section 1.60  "Projected  Annual Tax  Credits"  shall mean LIHTC in the
  amount of  $257,465  for  1998,  $386,197  per year for each of the  years  1999
  through 2007, and $128,732 for 2008,  which the General Partner has projected to
  
  
                                         11
  <PAGE>
  
  be the total amount of LIHTC which will be  allocated to the Limited  Partner by
  the  Partnership,  constituting  98.99%  of the  aggregate  amount  of  LIHTC of
  $3,901,370 to be available to the Partnership;  provided,  however,  that if the
  Actual Tax Credit for 1998 is greater (or less than) $257,465, the Projected Tax
  Credit for the year 2008 shall be reduced (or  increased)  by an amount equal to
  the amount by which the Actual  Tax  Credit for 1998  exceeds  (or is less than)
  $257,465.
  
       Section  1.61  "Projected  Tax Credits"  shall mean LIHTC in the  aggregate
  amount of $3,901,370.
  
           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 "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  1.64  "Reporting  Fee" shall have the meaning set forth in Section
  9.2(d) hereof.
  
       Section 1.65  "Revised  Projected  Tax Credits"  shall have the meaning set
  forth in Section 7.4(a) hereof.
  
           Section  1.66 "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
  casualty at the Project or any part thereof,  a claim against a title  insurance
  company,  the  refinancing  or any Mortgage  Note or other  indebtedness  of the
  Partnership and any similar item or  transaction;  provided,  however,  that the
  payment of Capital  Contributions  by the Partners shall not be included  within
  the meaning of the term "Sale or Refinancing."
  
           Section  1.67  "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 1.68 "Special Limited Partner" shall mean WNC HOUSING,  L.P., a
  California  limited  partnership,  and such other Persons as are admitted to the
  Partnership as additional or substitute  Special  Limited  Partners  pursuant to
  this Agreement.
  
           Section 1.69 "State" shall mean the State of Oklahoma.
  
                                         12
  <PAGE>
  
           Section 1.70 "State Tax Credit  Agency"  shall mean the state agency of
  Oklahoma which has the  responsibility and authorization to administer the LIHTC
  program in Oklahoma.
  
           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 Tax  Credits or to avoid an event of
  recapture in respect of the Tax Credits.
  
           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.
  
                                     ARTICLE II
  
                                        NAME
  
       The  name  of  the   Partnership   shall  be  "ASHFORD   PLACE,  A  LIMITED
  PARTNERSHIP."
  
  
  
                                         13
  <PAGE>
  
  
  
                                     ARTICLE III
  
                    PRINCIPAL EXECUTIVE OFFICE/AGENT FOR SERVICE
  
           Section 3.1 Principal  Executive Office. The principal executive office
  of the Partnership is located at 2910 Pine Ridge Road,  Oklahoma City,  Oklahoma
  73120,  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 name of the agent for
  service of process on the  Partnership  is E. Allen Cowen,  II, whose address is
  2910 Pine Ridge Road, Oklahoma City, Oklahoma 73120.
  
                                     ARTICLE IV
  
                                       PURPOSE
  
           The  purpose  of the  Partnership  is to  acquire,  construct,  own and
  operate the Project in order to provide, in part, Tax Credits to the Partners in
  accordance  with  the  provisions  of the  Code  and  the  Treasury  Regulations
  applicable to LIHTC and to sell the Project. The Partnership shall not engage in
  any  business  or  activity  which is not  incident  to the  attainment  of such
  purpose.
  
                                      ARTICLE V
  
                                        TERM
  
           The  Partnership  term commenced upon the filing of the  Certificate of
  Limited  Partnership  in the  office  of,  and on the form  prescribed  by,  the
  Secretary  of State of the State,  and shall  continue  until  December 11, 2039
  unless terminated earlier in accordance with the provisions of this Agreement or
  as otherwise provided by law.
  
                                     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 an amount  required  to make the
  General  Partner's  Capital account and the Limited Partner's capital account in
  the ratio of 1% to 98.99%  respectively.  Contribution  shall be made at time of
  closing of permanent loan.
  
       Section 6.2 Construction and Operating Obligations; General Partner Loans.
  
           (a) The General  Partner  shall cause  Completion  of  Construction  in
  accordance with the Project Documents,  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
  
  
                                         14
  <PAGE>
  
  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
  April 30, 1998 ("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.  For purposes of this  Agreement  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);  (2) prior to
  completing the Improvements, there is an uncured default under or termination of
  the Construction Loan, Mortgage Loan commitment, or other material documents; or
  (3) a  foreclosure  action is  commenced  against the  Partnership,  then at the
  Special Limited Partner's  election,  either the General Partner will be removed
  from the  Partnership  and the  Special  Limited  Partner  will be  admitted  as
  successor  General Partner,  all in accordance with Article XIII hereof,  or the
  General  Partner will  repurchase  the Interests of the Limited  Partner and the
  Special Limited Partner for an amount equal to the amounts  theretofore  paid by
  the Limited Partner and the Special Limited Partner, and the Limited Partner and
  the Special 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 60 days
  after the General Partner receives written demand from the Limited Partner.
  
           (b) During the Operating Deficit Guarantee Period, the General Partner,
  as  required  from  time to time,  shall  provide  Operating  Loans  in  amounts
  necessary  to  cover  any  Operating  Deficits.  Each  Operating  Loan  shall be
  nonrecourse to the Partners,  and shall be repayable out of 50% of the available
  Cash Flow From  Operations or 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
  
  
                                         15
  <PAGE>
  
  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 Special  Limited
  Partner,  the General  Partner may loan to the  Partnership any sums required by
  the  Partnership  and not  otherwise  reasonably  available to it. 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 Special 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.
  
       Section 6.4 E. Allen  Cowen,  II.  Except for  Developer  Fee, Mr. E. Allen
  Cowen,  II acknowledges  that he has no further  interest in the Partnership and
  has  released all claims,  if any,  against the  Partnership  arising out of his
  participation, as an individual, in the Partnership.
  
                                     ARTICLE VII
  
                      CAPITAL CONTRIBUTIONS OF LIMITED PARTNER
                             AND SPECIAL LIMITED PARTNER
  
           Section 7.1 Original Limited Partner.  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 $2,317,180, as may be
  adjusted in accordance with Section 7.4 of this Agreement,  in cash on the dates
  and  subject  to the  conditions  hereinafter  set  forth.  Notwithstanding  the
  preceding sentence,  if the Partnership earns and allocations $100,000 of LIHTCs
  to the  Limited  Partner in 1997 then the  Limited  Partner  will  increase  its
  Capital  Contribution  to  $2,355,803,  as may be  adjusted in  accordance  with
  Section  7.4  of  this  Agreement.  The  difference  in  the  increased  Capital
  Contribution  will be paid when the next Limited  Partner  Capital  Contribution
  payment is due and payable.
  
       (a) The  obligation  of the Limited  Partner to pay the  aforesaid  Capital
  Contribution shall be subject to the satisfaction of the following conditions:
  
                                         16
  <PAGE>
  
                    (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;
  
                    (4) prior to the Capital  Contribution  payment  referenced in
  Section  7.2(b)(3) the General  Partner  shall deliver to the Limited  Partner a
  certificate of occupancy 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 Greystone & Co. to close the Mortgage and
  disburse 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 General Partner, verifying each tenant's eligibility as
  a Qualified Tenant;
  
                    (7) prior to each  Capital  Contribution  payment  through and
  including  7.2(b) (3) the General  Partner shall deliver to the Limited  Partner
  copies of all inspecting architect's application 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
  
  
                                         17
  <PAGE>
  
  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  previous 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) $532,135  will be payable upon  admittance  of the Limited
  Partner into the  Partnership,  provided the  conditions of Section  7.2(a) have
  been  met.  The  Capital  Contribution  installment  will be paid into an escrow
  account, agreed to by and among the Partners, which escrow account will disburse
  the funds to  specifically  enumerated  Persons  with the Consent of the Special
  Limited  Partner  for the  purpose of meeting the  Partnership's  10%  carryover
  allocation;
  
                    (2) $1,205,692 will be payable at the start of construction as
  evidenced by the  Construction  Loan closing and delivery to the Limited Partner
  evidence  that the  Contractor  has  obtained  adequate  bonding,  provided  the
  conditions of Section 7.2(a) have been met. The Capital Contribution installment
  will be paid to Bank One's  construction loan  disbursement  account and will be
  disbursed by Bank One to the Partnership in accordance with their procedures;
  
                    (3)      $231,741 will be payable:
  
       (A)  upon  Completion  of  Construction  as  evidenced  by  the  inspecting
  architect's certification,  in a form substantially similar to the form attached
  hereto as Exhibit "E" and incorporated herein by this reference;
  
       (B) the issuance of a permanent  certificate  of occupancy  (or  equivalent
  evidence of local occupancy approval) for all units;
  
       (C) receipt of a letter from the Contractor  stating all amounts payable to
  the  Contractor  have  been  paid in full  and that  the  Partnership  is not in
  violation of the Construction Contract;
  
       (D) verification that the Partnership has obtained Insurance; and
  
       (E) provided the conditions of Section 7.2(a) have been met.
  
  
                                         18
  <PAGE>
  
  
                    (4)      $173,806 will be payable:
  
       (A) the date the Project  maintains a Debt Service  Coverage of 1.15 for 90
  consecutive days;
  
       (B) delivery to the Limited Partner of tenant income  verification  data to
  determine that 100% of the apartment  units in the Project qualify under Section
  42 of the Code;
  
       (C)  delivery to the Limited  Partner of a fully  executed  set of Mortgage
  documents and an ALTA Owner's Title Insurance Policy;
  
       (D) delivery to the Limited Partner of the  construction  cost  certificate
  which includes an itemized cost  breakdown,  the  Accountant's  final tax credit
  certification  setting forth the Project's eligible basis with the amount of Tax
  Credits to which the Partnership is entitled, in a form substantially similar to
  the  form  attached  hereto  as  Exhibit  "F" and  incorporated  herein  by this
  reference;
  
       (E)  delivery  to  the  Limited  Partner  of  a  copy  of  the  restrictive
  covenant/extended use agreement; and
  
       (F) provided the conditions of Section 7.2(a) have been met; and
  
                    (5)  $173,806  will be payable  when all the above  conditions
  have been met and upon the  Limited  Partner's  receipt 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.  $100,000 of the funds  referenced in this Section
  7.2(b)(5)  will be  distributed  to the  Guaranty  Reserve  Account  and used in
  accordance with Section 8.2 of this Agreement.
  
           Section 7.3 Repurchase of Limited  Partner's  Interest.  Within 60 days
  after the General  Partner  receives  written  demand  from the Limited  Partner
  and/or the Special Limited Partner, the Partnership shall repurchase the Limited
  Partner's  Interest  and/or  the  Special  Limited  Partner's  Interest  in  the
  Partnership  by  refunding  to it  in  cash  the  full  amount  of  the  Capital
  Contribution  which the Limited  Partner and/or the Special  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 April 30, 1998;
  
       (c) achieve 90%  occupancy of the Project by  Qualified  Tenants by October
  31, 1998;
  
                                         19
  <PAGE>
  
       (d) obtain Permanent Mortgage Commencement by October 31, 1998;
  
       (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
  
       (f) obtain a carryover allocation,  within the meaning of Section 42 of the
  Code, from the State Tax Credit Agency on or before December 31, 1996.
  
           Section 7.4 Reduction of Limited Partner's Capital Contribution.
  
           (a) If the anticipated  amount of Projected Tax Credits to be allocated
  to the Limited  Partner and Special  Limited  Partner as  evidenced  by IRS Form
  8609,  Schedule A  thereto,  and the  audited  construction  cost  certification
  provided to the Limited Partner is less than $3,862,356 (the "Revised  Projected
  Tax Credits") then the Limited  Partner's and Special Limited  Partner's Capital
  Contribution  provided for in Section 7.2 and Section 7.5 respectively  shall be
  reduced by the amount which will make the total Capital  Contribution to be paid
  by the Limited Partner and Special  Limited Partner to the Partnership  equal to
  60% (or 61% if the conditions referenced in Section 7.2(a) have been met) of the
  Revised  Projected  Tax Credits so  anticipated  to be  allocated to the Limited
  Partner and Special Limited Partner.
  
           (b) The General  Partner is  required  to use its best  efforts to rent
  100% of the  Project's  apartment  units to  Qualified  Tenants  throughout  the
  Compliance Period. If at any time during the first five calendar years following
  the year in which the  Project is placed in  service,  the Actual Tax Credit for
  any fiscal 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),  then the
  amount of the reduction shall be applied to the next Capital  Contribution  owed
  by the Limited Partner or the Special 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 or the Special
  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  or  Special  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 or the Special  Limited  Partner within
  ninety days of the General Partner  receiving notice of the Reduction  Shortfall
  from the Limited Partner and/or the Special Limited Partner.
  
                                         20
  <PAGE>
  
           (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(d) at the
  rate equal to the 5-year Treasury money rate at the time of the Credit Shortfall
  Loan,  or, if lesser,  the maximum  legal rate.  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) resulting in a recapture of Tax Credits previously claimed,  then,
  in  addition  to any other  payments  to which the  Limited  Partner and Special
  Limited  Partner is  entitled  under the terms of this  Section  7.4 the General
  Partner shall pay to the Limited Partner and the Special Limited Partner the sum
  of (1) the deficiency  assessed  against the Limited  Partner or Special Limited
  Partner as a result of the Tax Credit recapture,  (2) any interest and penalties
  imposed on the Limited  Partner or Special  Limited Partner with respect to such
  deficiency,  and (3) an amount  sufficient to pay any tax liability  owed by the
  Limited  Partner or Special  Limited  Partner  resulting from the receipt of the
  amounts specified in (1) and (2).
  
           Section  7.5  Capital  Contribution  of Special  Limited  Partner.  The
  Special Limited Partner shall make a Capital Contribution of $234 at the time of
  the  Limited  Partner's  Capital  Contribution  payment  referenced  in  Section
  7.2(b)(1).  The Special  Limited  Partner shall be in a different class from the
  Limited  Partner and,  except as otherwise  expressly  stated in this Agreement,
  shall not  participate in any rights  allocable to or exercisable by the Limited
  Partner under this Agreement.
  
                                         21
  <PAGE>
  
           Section  7.6  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 Special  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  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 7.7 Liability of Limited Partner and Special  Limited  Partner.
  The Limited  Partner and Special  Limited Partner shall not be liable for any of
  the debts, liabilities,  contracts or other obligations of the Partnership.  The
  Limited Partner and Special 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  $200.00  per  residential  unit per  year for the  purpose  of
  repairs,  maintenance and capital repairs. Said deposit shall be made monthly in
  equal  installments.  Withdrawals  from such account shall be made only with the
  Consent of the Special Limited Partner.  Any balance remaining in these accounts
  at the time of a sale of the Project shall be allocated and distributed  equally
  between the General Partner and the Limited Partner.
  
                                         22
  <PAGE>
  
           Section 8.2 Guaranty Reserve Account. A Guaranty Reserve Account in the
  amount of $100,000 will be established  from the proceeds  referenced in Section
  7.2(b)(5) of this Agreement.  If the Section 7.2(b)(5) proceeds are insufficient
  to establish the entire  $100,000  account at the time the  disbursement  of the
  Section  7.2(b)(5)  proceeds is allowable then the General Partner will promptly
  fund the difference within 30 days. The Guaranty Reserve Account will be held by
  the Special  Limited Partner in an interest  bearing and fully insured  account.
  The  funds in the  Guaranty  Reserve  Account  may be used to pay any  Operating
  Deficit  referenced  in Section  6.2(b) of this  Agreement;  or pay a  Reduction
  Shortfall  or  Annual  Credit  Shortfall  referenced  in  Section  7.4  of  this
  Agreement.  If any funds in this Guaranty  Reserve Account are disbursed  during
  the calendar year then the General  Partner must replenish the Guaranty  Reserve
  Account to its original  $100,000 balance no later than January 30th of the year
  immediately  following  the  year in  which  the  funds  are  disbursed  and not
  replenished.  If the funds are not  replenished in full by the above  referenced
  date then there  shall be no  further  disbursement  of funds from the  Guaranty
  Reserve  Account until the funds are  replenished  in full.  Funds shall only be
  disbursed  from this  Guaranty  Reserve  Account with the Consent of the Special
  Limited Partner, which shall not be unreasonably withheld,  after receipt by the
  Special  Limited  Partner of a written request of the General Partner to release
  the funds and receipt of necessary and reasonable  documentation  substantiating
  the need and reasons for the use of the  Guaranty  Reserve  Account  funds.  The
  Guaranty Reserve Account shall terminate on the fifth anniversary of its initial
  complete  funding and any funds  contained  therein shall be paid to the General
  Partner. The Guaranty Reserve Account may terminate earlier than provided herein
  if, at the discretion of the Limited Partner,  the General  Partner's  financial
  position has increased to an amount that can cover any Operating Deficit.
  
           Section 8.3 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.
  
  
  
                                         23
  <PAGE>
  
  
  
                                     ARTICLE IX
  
                               MANAGEMENT AND CONTROL
  
           Section  9.1 Power and  Authority  of General  Partner.  Subject to the
  receipt of Consent of the Special  Limited Partner or the 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.  If there is
  more than one General  Partner,  all acts,  decisions or consents of the General
  Partners  shall  require  the  concurrence  of all of the General  Partners.  No
  actions taken without the  authorization  of all the General  Partners  shall be
  deemed valid actions taken by the General  Partners  pursuant to this Agreement.
  No Limited  Partner or Special  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  $591,714.  The  Development  Fee shall  first be paid from  available
  proceeds referenced in Section 9.2(b) of this Agreement and if not paid in full,
  then the  Development  Fee will be paid in accordance  with the  Development Fee
  Agreement.
  
           (b) Notwithstanding the preceding, the Partnership shall retain the sum
  of $2,317,414 from the Capital  Contributions paid pursuant to Section 7.2(b) of
  this Agreement to be used for supplemental  development costs including, but not
  limited  to, land  costs,  architectural  fees,  survey and  engineering  costs,
  financing  costs,  loan  fees,  building  materials  and  labor,  but the amount
  retained  shall  in  no  event  be  greater  than  the  difference  between  the
  Construction  Loan and the Mortgage Loan. If any such funds are remaining  after
  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
  
  
                                         24
  <PAGE>
  
  accordance with the Management  Agreement.  The term of the Management Agreement
  shall not  exceed one year,  and the  execution  or  renewal  of any  Management
  Agreement shall be subject to the prior Consent of the Special Limited  Partner.
  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 Special Limited Partner.
  
                    (2) The  appointment  of any  successor  Management  Agent  is
  subject to the Consent of the Special  Limited  Partner which may only be sought
  after the General Partner has provided the Special Limited Partner  accurate and
  complete disclosure respecting the proposed Management Agent.
  
           (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 $2,500 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 $2,500,  the unpaid portion  thereof shall accrue 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 67% 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
  
  
                                         25
  <PAGE>
  
  returns,  and preparing and  disseminating  reports on the status of the Project
  and the  Partnership,  all as  required by Article  XIV of this  Agreement.  The
  Incentive  Management  Fee  shall  be  payable  within  seventy-five  (75)  days
  following each calendar year and shall be payable from Cash Flow From Operations
  in the  manner  and  priority  set  forth  in  Section  11.1.  If the  Incentive
  Management  Fee is not paid in any year it  shall  not  accrue  for  payment  in
  subsequent years.
  
           Section 9.3 Specific Powers of the General Partner.
  
           Subject to the other provisions of this Agreement,  the General Partner
  shall have the following powers:
  
           (a) In the  Partnership's  name and on its behalf,  the General Partner
  may hold,  sell,  transfer,  lease or otherwise deal with any real,  personal or
  mixed property,  interest therein or appurtenance thereto in accordance with the
  purpose of this Agreement as indicated in Article IV hereto;
  
           (b) In the  Partnership's  name and on its behalf,  the General Partner
  may employ,  contract and otherwise deal with, from time to time,  Persons whose
  services  are  necessary  or  appropriate  in  connection  with  management  and
  operation  of  the  Partnership   business,   including,   without   limitation,
  contractors,  agents, brokers,  Accountants and Management Agents (provided that
  the selection of any Accountant or Management  Agent has received the Consent of
  the Special 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;
  
                                         26
  <PAGE>
  
          (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 a Tax Credit 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 Special Limited Partner under Section 42 of
  the Code to allow the  Partnership  or its Partners to claim the Tax Credit,  to
  file  Form  8609 with  respect  to the  Project  as  required,  for at least the
  duration  of the  Compliance  Period  to  operate  the  Project  and  cause  the
  Management  Agent to manage the Project so as to comply with the requirements of
  Section 42 of the Code, as amended, or any successor thereto, including, but not
  limited to, Section 42(g) and Section  42(i)(3) of the Code, as amended,  or any
  successors thereto, to make all certifications  required by Section 42(l) of the
  Code, as amended, or any successor thereto, and to operate the Project and cause
  the  Management  Agent to manage the  Project so as to comply with all other Tax
  Credit Conditions.
  
       Section 9.4  Authority  Requirements.  During the  Compliance  Period,  the
  following provisions shall apply:
  
           (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.
  
                                         27
  <PAGE>
  
           Section  9.5  Limitations  on General  Partner's  Power and  Authority.
  Notwithstanding  the  provisions  of this Article IX, the General  Partner shall
  not:
  
       (a)  Except as  required  by  Section  9.4,  act in  contravention  of this
  Agreement;
  
       (b) Act in any  manner  which  would  make it  impossible  to  carry on the
  ordinary business of the Partnership;
  
       (c) Confess a judgment against the Partnership;
  
       (d) Possess Partnership property, or assign the Partner's right in specific
  Partnership property, for other than the exclusive benefit of the Partnership;
  
       (e)  Admit a  Person  as a  General  Partner  except  as  provided  in this
  Agreement;
  
       (f)  Admit a  Person  as a  Limited  Partner  except  as  provided  in this
  Agreement;
  
       (g) Violate any provision of the Mortgage Loan or Mortgage Note;
  
       (h) Cause the  Project  apartment  units to be rented to anyone  other than
  Qualified Tenants;
  
       (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  Special  Limited
  Partner or the consent of the  Limited  Partner  unless the General  Partner has
  received the Consent of the Special Limited Partner.
  
           Section 9.6  Restrictions  on  Authority  of General  Partner.  Without
  consent of the Special Limited Partner the General Partner shall not:
  
       (a) Sell, exchange, lease or otherwise dispose of the Project;
  
                                         28
  <PAGE>
  
       (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) Engage in any transaction not expressly  contemplated by this Agreement
  in which the  General  Partner has an actual or  potential  conflict of interest
  with the Limited Partner or the Special Limited Partner;
  
       (d) Contract  away the fiduciary  duty owed to the Limited  Partner and the
  Special Limited Partner at common law;
  
       (e) 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;
  
       (f) 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 approved by the Special Limited  Partner,  as provided in Section 14.3(i)
  hereof;
  
       (g) Cause the merger or other reorganization of the Partnership; or
  
       (h) Dissolve the Partnership.
  
       Section 9.7 Duties of 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
  
  
                                         29
  <PAGE>
  
  for the Project to  initially  qualify,  and to  continue  to  qualify,  for Tax
  Credits; (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 Tax Credits from the Agency;
  
           (f) Use its best  efforts  to keep the  Project  and  Project  dwelling
  units, in decent,  safe, sanitary and good condition,  repair and working order,
  ordinary use and obsolescence  excepted,  and make or cause to be made from time
  to time  all  necessary  repairs  thereto  (including  external  and  structural
  repairs) and renewals and replacements thereof;
  
           (g) Pay, before the same shall become  delinquent and before  penalties
  accrue thereon all Partnership taxes, assessments and other governmental charges
  against the  Partnership or its  properties,  and all of its other  liabilities,
  except to the extent and so long as the same are being  contested  in good faith
  by appropriate  proceedings in such manners as not to cause any material adverse
  effect  on  the  Partnership's   property,   financial   condition  or  business
  operations, with adequate reserves provided for such payments;
  
           (h)  Permit,  and cause the  Management  Agent to permit,  the  Special
  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,  Tax Credit  compliance  data and
  plans and  specifications  and deliver  copies  thereof and such  reports as may
  reasonably be required by the Special Limited Partner. The General Partner shall
  provide the Special 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 Apartment  Complex,  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;
  
                                         30
  <PAGE>
  
           (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 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 only 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, such as expenses for advertising and promotion,  management,
  utilities,  repair and maintenance,  Insurance,  Partner communications,  legal,
  accounting, statistical and bookkeeping services, use of computing or accounting
  equipment,  travel and  telephone  expenses,  salaries  and direct  expenses  of
  Partnership  employees  while  engaged in  Partnership  business,  and any other
  operational and  administrative  expenses necessary for the prudent operation of
  the Partnership.  Without  limiting the generality of the foregoing,  "operating
  cash expenses" shall include fees paid by the Partnership to the General Partner
  or any  Affiliate of the General  Partner  permitted by this  Agreement  and the
  actual cost of goods,  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,
  
  
                                         31
  <PAGE>
  
  and (B) salaries,  fringe  benefits,  travel  expenses and other  administrative
  items incurred or allocated to any  "controlling  person" of the General Partner
  or any  Affiliate  of the General  Partner.  For the  purposes  of this  Section
  9.8(b)(2),  "controlling  person"  includes,  but is not limited to, any Person,
  however titled,  who performs functions for the General Partner or any Affiliate
  of the General  Partner similar to those of: (i) chairman or member of the board
  of directors;  (ii) executive management,  such as president,  vice president or
  senior  vice  president,   corporate   secretary  or  treasurer;   (iii)  senior
  management,  such as the vice  president  of an  operating  division who reports
  directly  to  executive  management;  or (iv) those  holding  5% or more  equity
  interest in such General Partner or any such Affiliate of the General Partner or
  a person  having  the power to direct or cause  the  direction  of such  General
  Partner or any such  Affiliate  of the  General  Partner,  whether  through  the
  ownership of voting securities, by contract or otherwise.
  
           Section 9.9 General Partner Expenses. The General Partner or Affiliates
  of the  General  Partner  shall  pay  all  Partnership  expenses  which  are not
  permitted to be  reimbursed  pursuant to Section 9.8 and all expenses  which are
  unrelated to the business of the Partnership.
  
           Section  9.10  Other  Business  of  Partners.  Any  Partner  may engage
  independently or with others in other business  ventures wholly unrelated to the
  Partnership  business  of  every  nature  and  description,  including,  without
  limitation, the acquisition, development, construction, operation and management
  of real estate projects and developments of every type on their own behalf or on
  behalf of other  partnerships,  joint  ventures,  corporations or other business
  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   except  if   prohibited   under  a
  non-competition  agreement.  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
  and  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 and the Special Limited Partner.
  
           (b) The  Partnership  Agreement  and the Project  Documents are in full
  force and effect and  neither  the  Partnership  nor the  General  Partner is in
  
  
                                         32
  <PAGE>
  
  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 the plans
  and  specifications of the Project that have been or shall be hereafter approved
  by Greystone & Co., if required,  and all applicable  governmental  entities, as
  such plans and specifications may be changed from time to time with the approval
  of Greystone & Co. 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 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  and the
  Special Limited Partner in writing prior to the execution of this Agreement,  to
  
  
                                         33
  <PAGE>
  
  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
  must  promptly  notify the Limited  Partner and the Special  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) 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) The Partnership will allocate to the Limited Partner the Projected 
  Annual Tax Credits.
  
           (p) 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) All accounts of the Partnership required to be maintained under the
  terms of the Project Documents,  including,  without limitation, any reserves in
  
  
                                         34
  <PAGE>
  
  accordance with Article VIII hereof,  are currently  funded to required  levels,
  including levels required by any authority.
  
           (s) 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.
  
           (t) No event has occurred which constitutes a default under any of the 
  Project Documents.
  
           (u) 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,
  that 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,  that 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.
  
           (v) No event or  proceeding,  including,  but not limited to, any legal
  actions or  proceedings  before any court,  commission,  administrative  body or
  other  governmental  authority,  and acts of any  governmental  authority having
  jurisdiction  over the zoning or land use laws  applicable  to the Project,  has
  occurred  the  continuing  effect of which  has:  (1)  materially  or  adversely
  affected the  operation of the  Partnership  or the Project;  (2)  materially or
  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 that
  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.
  
           (w)  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 the  Special  Limited  Partner  and  which  in the
  aggregate  affect the ability of the Limited  Partner to obtain the  anticipated
  benefits of its investment in the Partnership.
  
                                         35
  <PAGE>
  
           (x) The  General  Partner,  or a  guarantor  acceptable  to the Special
  Limited Partner, has and shall maintain a net worth equal to at least $1,000,000
  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,  diminution in the value of its investment in
  the Partnership, 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 98.99% to the Limited Partner, .01% to the Special Limited Partner and
  1% to the General Partner.
  
           Section  10.2  Allocations  From Sale or  Refinancing.  All  Income and
  Losses  arising  from a Sale or  Refinancing  shall  be  allocated  between  the
  Partners as follows:
  
           (a)      As to Income:
  
                    (1) First, an amount of Income equal to the aggregate negative
  balances  (if any) in the  Capital  Accounts  of all  Partners  having  negative
  Capital  Accounts  (prior to taking into account the Sale or Refinancing and the
  Distribution  of the related  Sale or  Refinancing  Proceeds,  but after  giving
  effect to  Distributions  of Cash Flow From  Operations and allocations of other
  Income  and  Losses  pursuant  to this  Article  X up to the date of the Sale or
  Refinancing) shall be allocated to such Partners in proportion to their negative
  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 Special Limited  Partner's  positive Capital Account balance
  to an  amount  equal to its  Capital  Contribution,  shall be  allocated  to the
  Limited Partner and the Special Limited Partner, respectively;
  
                    (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.
  
                                         36
  <PAGE>
  
           (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 98.99% to the Limited
  Partner, .01% to the Special 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 or the
  Special Limited  Partner if and to the extent that such allocation  would create
  or increase an Adjusted  Capital  Account Deficit for the Limited Partner or the
  Special  Limited  Partner.  In the event an allocation of 98.99% or .01% 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 or the Special Limited Partner,  respectively,  then so much
  of the items of deduction other than projected  depreciation  shall be allocated
  to the General  Partner  instead of the Limited  Partner or the Special  Limited
  Partner as is  necessary  to allow the Limited  Partner or the  Special  Limited
  Partner to be allocated  98.99% and .01%,  respectively,  of the items of Income
  and Project  depreciation  without  creating or increasing  an Adjusted  Capital
  Account Deficit for the Limited Partner or the Special Limited Partner, it being
  the intent of the  parties  that the Limited  Partner  and the  Special  Limited
  Partner always shall be allocated 98.99% and .01%, respectively, of the items of
  Income not arising from a Sale or Refinancing and 98.99% and .01%, respectively,
  of the Project depreciation.
  
       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.
  
  
                                         37
  <PAGE>
  
  The items to be so allocated  shall be  determined  in  accordance  with Section
  1.704-2(f)(6)  and  1.704-2(j)(2)  of the  Treasury  Regulations.  This  Section
  10.3(a) is intended to comply with the minimum gain  chargeback  requirement  in
  Section  1.704-2(f)  of  the  Treasury  Regulations  and  shall  be  interpreted
  consistently therewith.
  
           (b)  Except as  otherwise  provided  in  Section  1.704-2(i)(4)  of the
  Treasury Regulations,  notwithstanding any other provision of this Article X, if
  there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to
  a Partner  Nonrecourse Debt during any Partnership  fiscal year, each Person who
  has a share of the Partner  Nonrecourse  Debt Minimum Gain  attributable to such
  Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of
  the Treasury  Regulations,  shall be specially  allocated  items of  Partnership
  income and gain for such  fiscal  year (and,  if  necessary,  subsequent  fiscal
  years) in an amount equal to such Person's  share of the net decrease in Partner
  Nonrecourse  Debt Minimum Gain  attributable to such Partner  Nonrecourse  Debt,
  determined  in  accordance  with  Treasury  Regulations  Section  1.704-2(i)(4).
  Allocations pursuant to the previous sentence shall be made in proportion to the
  respective  amounts required to be allocated to each Partner  pursuant  thereto.
  The items to be so allocated  shall be determined  in  accordance  with Sections
  1.704-2(i)(4)  and  1.704-2(j)(2)  of the  Treasury  Regulations.  This  Section
  10.3(b) is intended to comply with the minimum gain  chargeback  requirement  in
  Section  1.704-2(i)(4)  of the  Treasury  Regulations  and shall be  interpreted
  consistently therewith.
  
           (c) In the event any Partner  unexpectedly  receives  any  adjustments,
  allocations,   or  distributions   described  in  Treasury  Regulations  Section
  1.704-1(b)(2)(ii)(d)(4),    Section    1.704-1(b)(2)(ii)(d)(5),    or    Section
  1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain shall be specially
  allocated to each such Partner in an amount and manner  sufficient to eliminate,
  to the extent required by the Treasury Regulations, the Adjusted Capital Account
  Deficit of such  Partner as quickly as  possible,  provided  that an  allocation
  pursuant to this  Section  10.3(c)  shall be made if and only to the extent that
  such Partner  would have an Adjusted  Capital  Account  Deficit  after all other
  allocations  provided for in this Section 10.3 have been  tentatively made as if
  this Section 10.3(c) were not in the Agreement.
  
           (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
  
  
                                         38
  <PAGE>
  
  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 98.99% to the Limited Partner, .01% to the Special Limited Partner and
  1% to the General Partner.
  
           (f) Any  Partner  Nonrecourse  Deductions  for any fiscal year shall be
  specially  allocated  to the  Partner who bears the  economic  risk of loss with
  respect  to the  Partner  Nonrecourse  Debt to which  such  Partner  Nonrecourse
  Deductions are  attributable  in accordance  with Treasury  Regulations  Section
  1.704-2(i)(1).
  
           (g) To the  extent  an  adjustment  to the  adjusted  tax  basis of any
  Partnership  asset  pursuant to Code Section  734(b) or Code  Section  743(b) is
  required,  pursuant to Treasury Regulations Section  1.704-1(b)(2)(iv)(m)(2)  or
  Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital
  Accounts as the result of a distribution to a Partner in complete liquidation of
  his interest in the  Partnership,  the amount of such  adjustment to the Capital
  Accounts  shall be treated as an item of gain (if the  adjustment  increases the
  basis of the asset) or loss (if the  adjustment  decreases  such basis) and such
  gain or loss shall be specially  allocated to the  Partners in  accordance  with
  their  interests  in the  Partnership  in the event  that  Treasury  Regulations
  Section  1.704-1  (b)(2)(iv)(m)(2)  applies,  or to the  Partner  to  whom  such
  distribution   was  made  in  the  event  that  Treasury   Regulations   Section
  1.704-1(b)(2)(iv)(m)(4) applies.
  
           (h) To the extent the  Partnership  has  taxable  interest  income with
  respect to any  promissory  note pursuant to Section 483 or Section 1271 through
  1288 of the Code:
  
                    (1) Such interest  income shall be specially  allocated to the
  Limited Partner to whom such promissory note relates; and
  
                    (2) The amount of such interest  income shall be excluded from
  the  Capital  Contributions  credited  to  such  Partner's  Capital  Account  in
  connection with payments of principal with respect to such promissory note.
  
           (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
  
  
                                         39
  <PAGE>
  
  the same  proportions  as the  basis  (or cost) of such  property  is  allocated
  pursuant to Treasury Regulations Section 1.46-3(f)(2)(i).
  
           (k) Any  income,  gain,  loss or  deduction  realized  as a  direct  or
  indirect  result  of the  issuance  of an  interest  in the  Partnership  by the
  Partnership  to a Partner (the  "Issuance  Items") shall be allocated  among the
  Partners so that, to the extent possible, the net amount of such Issuance Items,
  together with all other allocations under this Agreement to each Partner,  shall
  be equal to the net amount that would have been  allocated  to each such Partner
  if the Issuance Items had not been realized.
  
           (l)  If any  Partnership  expenditure  treated  as a  deduction  on its
  federal  income  tax  return is  disallowed  as a  deduction  and  treated  as a
  distribution  pursuant to Section  731(a) of the Code,  there shall be a special
  allocation  of  gross  income  to the  Partner  deemed  to  have  received  such
  distribution equal to the amount of such distribution.
  
           (m) The  allocation  to the General  Partner of each  material  item of
  Partnership income,  loss,  deduction or credit will not be less than 1% of each
  such item at all times during the existence of the Partnership.
  
       (n)  Interest  deduction  on the  Partnership  indebtedness  referred to in
  Section 6.3 shall be allocated 100% to the General Partner.
  
           Section  10.4  Curative  Allocations.  The  allocations  set  forth  in
  Sections 10.2(c),  10.3(a),  10.3(b),  10.3(c),  10.3(d),  10.3(e), 10.3(f), and
  10.3(g)  hereof  (the  "Regulatory  Allocations")  are  intended  to comply with
  certain  requirements  of the  Treasury  Regulations.  It is the  intent  of the
  Partners  that, to the extent  possible,  all  Regulatory  Allocations  shall be
  offset either with other Regulatory  Allocations or with special  allocations of
  other items of Partnership  income,  gain,  loss, or deduction  pursuant to this
  Section 10.4.  Therefore,  notwithstanding any other provision of this Article X
  (other than the Regulatory Allocations), with the Consent of the Special 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 Special 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).
  
  
  
                                         40
  <PAGE>
  
       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
  98.99% to the Limited Partner, .01% to the Special Limited Partner and 1% to the
  General Partner.
  
       (b) In the event Partnership  investment tax credit property is disposed of
  during any taxable year,  profits for such taxable year (and, to the extent such
  profits are  insufficient,  profits for  subsequent  taxable years) in an amount
  equal to the excess,  if any, of (1) the reduction in the adjusted tax basis (or
  cost) of such property  pursuant to Code Section 50(c), over (2) any increase in
  the adjusted tax basis of such property pursuant to Code Section 50(c) caused by
  the disposition of such property,  shall be excluded from the profits  allocated
  pursuant  to  Section  10.1 and  Section  10.2(a)  hereof  and shall  instead be
  allocated  among the Partners in proportion to their  respective  shares of such
  excess,  determined pursuant to Section 10.3(i) and 10.3(j) hereof. In the event
  more than one item of such  property  is  disposed  of by the  Partnership,  the
  foregoing  sentence  shall  apply to such  items in the order in which  they are
  disposed of by the  Partnership,  so the profits  equal to the entire  amount of
  such  excess  with  respect  to the first  such  property  disposed  of shall be
  allocated  prior to any  allocations  with  respect to the second such  property
  disposed of, and so forth.
  
       (c) For  purposes of  determining  the Income,  Losses,  or any other items
  allocable  to any  period,  Income,  Losses,  and any such other  items shall be
  determined  on a daily,  monthly,  or other basis,  as determined by the General
  Partner with the Consent of the Special 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:  98.89%;  Special Limited
  Partner: .01%; 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.
  
  
                                         41
  <PAGE>
  
  
           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 with the Consent of the Special  Limited Partner in
  any manner that reasonably reflects the purpose and intention of this Agreement.
  Allocations  pursuant to this  Section  10.6 are solely for purposes of federal,
  state, and local taxes and shall not affect, or in any way be taken into account
  in computing,  any Person's  Capital Account or share of Income,  Losses,  other
  items, or distributions pursuant to any provision of this Agreement.
  
           Section 10.7 Allocation Among Limited  Partners.  In the event that the
  Interest of the Limited  Partner  hereunder is at any time held by more than one
  Limited  Partner  all items  which are  specifically  allocated  to the  Limited
  Partner for any month pursuant to this Article X shall be apportioned among such
  Persons according to the ratio of their respective  profit-sharing  interests in
  the Partnership at the last day of such month.
  
           Section 10.8 Allocation Among General  Partners.  In the event that the
  Interest of the General  Partner  hereunder is at any time held by more than one
  General  Partner  all items  which are  specifically  allocated  to the  General
  Partner for any month pursuant to this Article X shall be apportioned among such
  Persons in such  percentages as may from time to time be determined by agreement
  among them without amendment to this Agreement or consent of the Limited Partner
  or Consent of the Special Limited Partner.
  
           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,  but only
  with  the  Consent  of  the  Special  Limited  Partner,  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,  but only with the  Consent of the  Special  Limited
  Partner, in the event it appears that unanticipated  events (e.g., the existence
  
  
                                         42
  <PAGE>
  
  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;
  
       (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 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 (c) of this
  Section 11.1;
  
       (e) To pay the Incentive  Management Fee equal to 67% of the Cash Flow From
  Operations   remaining  after  reduction  for  the  payments  made  pursuant  to
  subsections (a) through (d) of this Section 11.1; and
  
       (f) To the Limited  Partner in an amount equal to 25% of the remaining Cash
  Flow From Operations and to the General Partner in an amount equal to 75% 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 and Operating Loans, to be paid prorata if necessary;
  
                                         43
  <PAGE>
  
       (c) To the  establishment of any reserves which the General  Partner,  with
  the Consent of the Special 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  the  tax  liability
  attributed to the Limited Partner upon Sale;
  
       (e) To the Special  Limited Partner in an amount equal to the tax liability
  attributed to the Special Limited Partner upon Sale;
  
       (f) To the  General  Partner  in an  amount  equal  to  the  tax  liability
  attributed to the General Partner upon Sale; and
  
       (g) 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 and Special  Limited  Partner  shall not have the right to assign all or
  any part of their  respective  Interests in the Partnership to any other Person,
  whether or not a Partner, except upon satisfaction of each of the following:
  
       (a) By a  written  instrument  in form and  substance  satisfactory  to the
  General  Partner  and its  counsel,  setting  forth the name and  address of the
  proposed transferee,  the nature and extent of the Interest which is proposed to
  be transferred  and the terms and conditions upon which the transfer is proposed
  to be made,  stating that the Assignee  accepts and agrees to be bound by all of
  the terms and provisions of this Agreement, and providing for the payment of all
  reasonable  expenses  incurred  by  the  Partnership  in  connection  with  such
  assignment,  including  but not limited to the cost of preparing  any  necessary
  amendment to this Agreement;
  
       (b) Upon consent of the General Partner to such assignment, which shall not
  be unreasonably withheld; and
  
       (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.
  
  
                                         44
  <PAGE>
  
  
  
           THE LIMITED  PARTNERSHIP  INTEREST AND THE SPECIAL 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 or Special 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 or Special  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 or Special Limited
  Partner.
  
           (a) An Assignee shall not have the right to become a Substitute Limited
  Partner or substitute  Special  Limited  Partner in place of his assignor unless
  the written consent of the General Partner to such substitution  shall have been
  obtained,  which consent, in the General Partner's absolute  discretion,  may be
  withheld.
  
           (b) A nonadmitted transferee of a Limited Partner's Interest or Special
  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
  or Special Limited Partner, provided,  however, that the Partnership shall, if a
  
  
                                         45
  <PAGE>
  
  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  or
  substitute Special Limited Partner as a Substitute Limited Partner or substitute
  Special  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 or Special Limited
  Partner, such Partner's executors, administrators or legal representatives shall
  have all the rights of a Limited Partner or Special Limited Partner, as the case
  may be, 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 or substitute Special Limited Partners in the
  place of their  respective  predecessors-in-interest  unless the General Partner
  shall so consent.
  
                                    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 Special Limited Partner, and,
  to the extent  required,  of  Greystone  & Co. and the State Tax Credit  Agency.
  Withdrawal  shall be  conditioned  upon the  agreement  of the  Special  Limited
  Partner to be admitted as a successor General Partner, or if the Special Limited
  Partner  declines  to be admitted as a  successor  General  Partner  then on 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).
  
  
  
                                         46
  <PAGE>
  
           Section 13.2 Removal of General Partner.
  
       (a) The Special  Limited Partner or the Limited  Partner,  or both of them,
  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
  Greystone  & Co.  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 Special  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  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 fire, flood, earthquake or other act
  of God 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) Written  notice of the  removal  for cause of the  General  Partner
  shall be served by the Special Limited Partner or the Limited  Partner,  or both
  of them,  upon the General  Partner  either by certified or by registered  mail,
  return receipt  requested,  or by personal service.  Such notice shall set forth
  
  
                                         47
  <PAGE>
  
  the reasons for the  removal,  if any, and the date upon which the removal is to
  become effective.
  
           (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,  with the Consent of the Special Limited Partner,
  upon written notice to the party so terminated.
  
      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 and the Special 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  and the Special  Limited  Partner in  connection  with the
  transaction.
  
           The  following  additional  provisions  shall  apply in the  event of a
  Withdrawal:
  
           (a)  In  the  event  of  a  Withdrawal  which  is  not  an  Involuntary
  Withdrawal,  the  Withdrawing  General  Partner  shall have no further  right to
  
  
                                         48
  <PAGE>
  
  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 Special
  Limited Partner),  or if there is no other general partner of the Partnership at
  that time, to the Special 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  Section  13.2(a)  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 Special 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 Special Limited Partner,  or, if they cannot
  agree,  by arbitration in accordance with the then current rules of the American
  Arbitration Association.  The cost of such arbitration shall be borne equally by
  the Withdrawing General Partner and the Partnership. The purchase price shall be
  paid  by  the   Partnership  by  delivering  to  the  General   Partner  or  its
  representative the Partnership's  non-interest bearing unsecured promissory note
  payable,  if at all, upon  liquidation  of the  Partnership  in accordance  with
  
  
                                         49
  <PAGE>
  
  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  Section  13.2(a)  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 Special Limited Partner of
  such Withdrawal (the "Withdrawal Notice").  Whether or not the Withdrawal Notice
  shall have been sent as provided herein,  the Special Limited Partner shall have
  the right to become a successor  General  Partner  (and to become the  successor
  managing  General Partner if the Withdrawing  General Partner was previously the
  managing 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 Special  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 Special 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 Special  Limited  Partner to the admission of such Person
  as a substitute General Partner, which consent may be withheld in the discretion
  of the Special Limited Partner, shall have been given; and (c) such Person shall
  have executed and acknowledged any other  instruments  which the Special 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 or the Special Limited Partner's Interest in the Partnership.
  
                                         50
  <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 Special Limited Partner.
  
           Section 13.7 No Goodwill Value.  At no time during  continuation of the
  Partnership shall any value ever be placed on the Partnership name, or the right
  to its use, or to the goodwill  appertaining to the Partnership or its business,
  either as among the Partners or for the purpose of determining  the value of any
  Interest,  nor shall the legal  representatives of any Partner have any right to
  claim any such  value.  In the event of a  termination  and  dissolution  of the
  Partnership as provided in this Agreement, neither the Partnership name, nor the
  right to its use, nor the same goodwill, if any, shall be considered as an asset
  of the  Partnership,  and no  valuation  shall be put thereon for the purpose of
  liquidation or distribution, or for any other purpose whatsoever.
  
                                     ARTICLE XIV
  
                            BOOKS AND ACCOUNTS, REPORTS,
                        TAX RETURNS, FISCAL YEAR AND BANKING
  
           Section 14.1 Books and Accounts.
  
           (a) The  General  Partner  shall  cause  the  Partnership  to keep  and
  maintain at its principal  executive  office full and complete books and records
  which shall include each of the following:
  
       (1) a current  list of the full name and last known  business or  residence
  address  of each  Partner  set forth in  alphabetical  order  together  with the
  Capital Contribution and the share in Income and Losses of each Partner;
  
       (2) a copy of the Certificate of Limited  Partnership and all  certificates
  of amendment  thereto,  together with executed  copies of any powers of attorney
  pursuant to which any certificate has been executed;
  
       (3)  copies  of the  Partnership's  federal,  state and  local  income  tax
  information returns and reports, if any, for the six most recent taxable years;
  
       (4) copies of the original of this Agreement and all amendments thereto;
  
       (5) financial  statements of the Partnership for the six most recent fiscal
  years; and
  
       (6) the  Partnership's  books and records for at least the current and past
  three fiscal years.
  
                                         51
  <PAGE>
  
           (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 February 20 of each  calendar  year the  General  Partner  shall
  provide  to the  Limited  Partner  and  the  Special  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 and the Special 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 and the Special 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.
  
                                         52
  <PAGE>
  
       Section  14.3 Other  Reports.  The  General  Partner  shall  provide to the
  Limited Partner and the Special 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) If the Project receives a reservation of LIHTC in one year but will not
  complete the  construction  and rent-up until a later year, the General  Partner
  will provide to the Limited  Partner by December 31 of the year during which the
  reservation  is  received  an  audited  cost  certification  together  with  the
  accountant's  work  papers  verifying  that the  Partnership  has  expended  the
  requisite 10% of the  reasonably  expected cost basis to meet the carryover test
  provisions of Section 42 of the Code;
  
       (f)  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;
  
       (g) 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
  
  
                                         53
  <PAGE>
  
  operations,  July 31 of each year for the second quarter of operations,  October
  31 of each year for the third quarter of operations  and January 31 of each year
  for the fourth quarter of operations which shall include, but is not limited to,
  an  unaudited  income  statement  showing all  activity in the reserve  accounts
  required to be maintained pursuant to Section VIII of this Agreement,  statement
  of income and expenses,  balance sheet, rent roll as of the end of each calendar
  quarter of each year, and third party verification of current utility allowance;
  
       (h) By the annual renewal date of each and every year, an executed original
  or certified copy of each and every Insurance policy or certificate  required by
  the terms of this Agreement;
  
       (i) On or before March 15th of each calendar  year,  the General  Partner's
  updated financial statement as of December 31 of the previous year;
  
       (j) On or before  November 1 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. Such budget shall
  only be adopted with the Consent of the Special Limited Partner; and
  
       (k) Notice of the  occurrence,  or of the likelihood of occurrence,  of any
  event  which has had or is likely to have 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 Section 14.2 within the time periods set forth  therein,  the
  General Partner,  using its own funds,  shall pay as damages the sum of $100 per
  day (plus interest at the rate  established by Section 6.3 of this Agreement) to
  the Limited Partner until such  obligations  shall have been  fulfilled.  If the
  General Partner does not fulfill its  obligations  under Section 14.3 within the
  time periods set forth therein, the General Partner,  using its own funds, shall
  pay as  damages  the  sum  of  $100.00  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
  
  
                                         54
  <PAGE>
  
  Partner may otherwise be entitled hereunder.  Payments of fees and Distributions
  shall be restored only upon payment of such damages in full.
  
           Section 14.5 Annual Site Visits. On an annual basis a representative of
  the Limited Partner, at the Limited Partner's expense, will conduct a site visit
  which will include,  in part,  an  inspection  of the property,  a review of the
  office and tenant files and an interview with the property manager.  The Limited
  Partner may, in its sole  discretion,  cancel all or any part of the annual site
  visit.
  
           Section 14.6 Tax Returns.  The General  Partner  shall cause income tax
  returns for the Partnership to be prepared and timely filed with the appropriate
  federal, state and local taxing authorities.
  
           Section 14.7 Fiscal Year. The fiscal year of the  Partnership  shall be
  the  calendar  year or such  other  period as may be  approved  by the  Internal
  Revenue Service for federal income tax purposes.
  
           Section 14.8 Banking.  All funds of the Partnership  shall be deposited
  in a separate  bank  account or accounts as shall be  determined  by the General
  Partner  with the  Consent  of the  Special  Limited  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,  with the  Consent  of the  Special  Limited
  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:
  
                                         55
  <PAGE>
  
       (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 Special 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;
  
       (b) The sale of the  Project  and the receipt in cash of the full amount of
  the proceeds of such sale; or
  
       (c) The written election to do so of the Limited Partner.
  
           Notwithstanding   the  foregoing,   however,  in  no  event  shall  the
  Partnership  terminate  prior to the expiration of its term if such  termination
  would result in a violation of the Mortgage Note or any other  agreement with or
  rule or regulation of Greystone & Co. 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,  and the Partnership is
  prohibited  from such a  distribution  of  property  absent  the  Consent of the
  Special Limited Partner.
  
           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 Special 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
  
  
                                         56
  <PAGE>
  
  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 Special Limited
  Partner has become successor  General  Partner,  it shall not be responsible for
  any deficit  balance in its  Capital  Account  which  arose  during the time the
  former General Partner served as General Partner.
  
       (c)  With  respect  to  assets  distributed  in  kind  to the  Partners  in
  liquidation or otherwise:
  
                    (1) unrealized  appreciation or unrealized depreciation in the
  values of such  assets  shall be deemed to be Income and Losses  realized by the
  Partnership  immediately prior to the liquidation or other  Distribution  event;
  and
  
                    (2) such Income and Losses  shall be allocated to the Partners
  in accordance with Section 10.2 hereof, and any property so distributed shall be
  treated as a Distribution  of an amount in cash equal to the excess of such Fair
  Market Value over the outstanding  principal  balance of and accrued interest on
  any debt by which the property is encumbered.
  
       (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 Special 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
  Special 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
  
  
                                         57
  <PAGE>
  
  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 and
  Special  Limited  Partner  shall cease to be such and the General  Partner shall
  execute,  acknowledge  and cause to be filed those  certificates  referenced  in
  Section 15.6.
  
       Section 15.6  Certificates of  Dissolution;  Certificate of Cancellation of
  Certificate of Limited Partnership.
  
           (a) Upon the dissolution of the Partnership,  the General Partner shall
  cause to be filed in the office of, and on a form prescribed by the Secretary of
  State of the State, a certificate of dissolution. The certificate of dissolution
  shall set forth the Partnership's name, the Secretary of State's file number for
  the Partnership, the event causing the Partnership's dissolution and the date of
  the dissolution.
  
           (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
  Special  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 and the Special  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
  
  
                                         58
  <PAGE>
  
  allocations,  Distributions,  capital or compensation hereunder, or increase any
  Partner's obligations hereunder, without the consent of the Partner so affected;
  or change the provisions of this Article XVI.
  
                                    ARTICLE XVII
  
                                    MISCELLANEOUS
  
           Section 17.1 Voting Rights.
  
           (a) The  Limited  Partner  shall have no right to vote upon any matters
  affecting the Partnership, except as provided in this Agreement. Notwithstanding
  the foregoing,  the Limited Partner may,  without the concurrence of the General
  Partner:
  
       (1) Approve or  disapprove,  but,  except as otherwise  expressly  provided
  herein, not initiate, the Sale or Refinancing of the Project;
  
       (2) Remove the General  Partner and elect a substitute  General  Partner as
  provided in this Agreement;
  
       (3) Elect a successor  General  Partner upon the  Withdrawal of the General
  Partner;
  
       (4)  Approve  or  disapprove,  but not  initiate,  the  dissolution  of the
  Partnership; or
  
       (5) Subject to the provisions of Article XVI hereof, amend this Agreement.
  
           (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  Special  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
  
  
                                         59
  <PAGE>
  
  request from the Limited Partner,  which notice shall specify the time and place
  of such  meeting  and the purpose or purposes  thereof.  If the General  Partner
  fails to provide the written notice of the meeting within ten days after receipt
  of the Limited Partner's request to hold a meeting, then the Limited Partner may
  provide the  written  notice of the meeting to all the  Partners,  which  notice
  shall  specify  the time and place of such  meeting  and the purpose or purposes
  thereof.  All meetings and actions of the Limited  Partner  shall be governed in
  all  respects,  including  matters  relating  to  notice,  quorum,  adjournment,
  proxies,  record  dates  and  actions  without  a  meeting,  by  the  applicable
  provisions of the Act, as it shall be amended from time to time.
  
           Section 17.3 Notices.  Any notice given  pursuant to this Agreement may
  be served  personally  on the Partner to be  notified,  or may be mailed,  first
  class postage prepaid,  to the following address,  or to such other address as a
  party may from time to time designate in writing:
  
           To the General Partner:  THE COWEN GROUP, L.L.C., 
                                    AN OKLAHOMA LIMITED LIABILITY COMPANY
                                    2910 Pine Ridge Road, 
                                    Oklahoma City, Oklahoma  73120
  
  
           To the Limited Partner:  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                                    c/o WNC & Associates, Inc.
                                    3158 Redhill Ave., Suite 120
                                    Costa Mesa, CA   92626-3416
  
           To the Special
           Limited Partner:         WNC HOUSING, L.P.
                                    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.
  
                                         60
  <PAGE>
  
       (2) A change in the street address of the Partnership's principal executive
  office.
  
       (3) A change in the address, or the Withdrawal,  of a General Partner, or a
  change in the address of the agent for service of process,  or  appointment of a
  new agent for service of process.
  
       (4) The admission of a General Partner and that Partner's address.
  
       (5) The discovery by the General Partner of any false or erroneous material
  statement  contained in the Certificate of Limited  Partnership or any amendment
  thereto.
  
           (b) The  Certificate  of  Limited  Partnership  may also be  amended in
  conformity with this Agreement at any time in any other respect that the General
  Partner determines.
  
           (c)  The  General  Partner  shall  cause  the  Certificate  of  Limited
  Partnership to be amended, when required or permitted as aforesaid,  by filing a
  certificate of amendment  thereto in the office of, and on a form prescribed by,
  the  Secretary of State of the State.  The  certificate  of amendment  shall set
  forth the  Partnership's  name,  the  Secretary  of State's  file number for the
  Partnership and the text of the amendment.
  
           Section 17.7  Counterparts.  This  Agreement  may be executed in one or
  more  counterparts,  each of  which  shall  be  deemed  an  original,  and  said
  counterparts  shall  constitute  but one  and  the  same  instrument  which  may
  sufficiently be evidenced by one counterpart.
  
           Section  17.8  Captions.  Captions  to and  headings  of the  Articles,
  Sections and  subsections of this Agreement are solely for the  conveniences  of
  the  parties,  are not a part of this  Agreement,  and shall not be used for the
  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
  the Special Limited Partner shall be the "Tax Matters  Partner"  pursuant to the
  Code and in connection  with any audit of the federal  income tax returns of the
  Partnership;  provided,  however,  that if the  Special  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
  
  
                                         61
  <PAGE>
  
  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.  The Limited Partner will make no claim against the
  Partnership  in respect of any action or  omission  by the Tax  Matters  Partner
  during such time as the Special Limited Partner acts as the Tax Matters Partner.
  
           Section  17.11  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 17.12 Entire Agreement.  This Agreement  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 17.13  Governing Law. This Agreement and its  application  shall be
  governed by the laws of the State.
  
           Section  17.14  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 17.15 Receipt of  Correspondence.  The Partners  agree that the
  General  Partner  shall send to the  Limited  Partner  and the  Special  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 17.16 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.
  
  
                                         62
  <PAGE>
  
  
  
           IN WITNESS  WHEREOF,  this  Amended and  Restated  Agreement of Limited
  Partnership  of  ASHFORD  PLACE,  A  LIMITED  PARTNERSHIP,  a  Oklahoma  limited
  partnership, is made and entered into as of the 31 day of December, 1996.
  
                                      GENERAL PARTNER
  
                                      THE COWEN GROUP, L.L.C., AN OKLAHOMA LIMITED
                                      LIABILITY COMPANY
  
                                      By:     ___________________________________
                                              E. Allen Cowen, II,
                                              General Manager
  
                                      WITHDRAWING ORIGINAL LIMITED PARTNER
  
                                      ----------------------------------------
                                      EARNEST COWEN
  
                                      ----------------------------------------
                                      DORA COWEN
  
                                      LIMITED PARTNER
  
                                    WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
  
                                      By:     WNC & ASSOCIATES, INC.
                                              General Partner
  
                                              By:      _________________________
                                                       John B. Lester, Jr.,
                                                       President
  
                                      SPECIAL LIMITED PARTNER
                                      WNC HOUSING, L.P.
  
                                      By:     WNC & ASSOCIATES, INC.
                                              General Partner
  
                                              By:      __________________________
                                                       John B. Lester, Jr.,
                                                       President
  
                                      ACKNOWLEDGED, CONSENTED TO AND AGREED TO:
  
                                      --------------------------------
                                      E. ALLEN COWEN, II
  
  
                                         63
  <PAGE>
  
  
  
  
  
  
                                                   
  
  
                         EXHIBIT A TO PARTNERSHIP AGREEMENT
  
                                  LEGAL DESCRIPTION
  
  
  A tract of land in the Southwest Quarter of Section 2, Township 10 North,  Range
  3 East of the Indian  Meridian,  Pottawatomie  County,  Oklahoma,  described  as
  beginning at a point 1108.8' North of the SW/C of said SW/4; thence West 550' to
  the point of beginning containing 11 acres more or less.
  
  
  
                                        A-1
  <PAGE>
  
  
  
                         EXHIBIT B TO PARTNERSHIP AGREEMENT
  
                                FORM OF LEGAL OPINION
  
  
  
  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4 c/o 
  WNC & Associates, Inc.
  3158 Redhill Avenue, Suite 120
  Costa Mesa, California  92626
  
  RE:      ASHFORD PLACE, A LIMITED PARTNERSHIP
  
  Ladies and Gentlemen:
  
           You have  requested  our  opinion  with  respect to certain  matters in
  connection with the investment by WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4,
  a California  limited  partnership  (the "Limited  Partner") in ASHFORD PLACE, A
  LIMITED PARTNERSHIP (the  "Partnership"),  a Oklahoma limited partnership formed
  to own,  develop,  (construct/-rehabilitate)  finance and  operate an  apartment
  complex  for   low-income   persons  (the   "Apartment   Complex")  in  Shawnee,
  Pottawatomie  County,  Oklahoma.  The  general  partner(s)  of  the  Partnership
  (is/are) THE COWEN GROUP,  L.L.C.,  AN OKLAHOMA LIMITED  LIABILITY  COMPANY (the
  "General Partner(s)").
  
           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 Oklahoma.
  
           (c) The  Partnership is validly  existing under and subject to the laws
  of   Oklahoma    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  and the Special  Limited  Partner  have been
  admitted  to the  Partnership  as  limited  partners  of the  Partnership  under
  __________  law and are entitled to all of the rights of limited  partners under
  the Partnership Agreement.  Except as described in the Partnership Agreement, no
  
  
                                        B-2
  <PAGE>
  
  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 nor the Special Limited Partner will have any liability for the Mortgage
  Note or the Mortgage Loan represented thereby (as those terms are defined in the
  Partnership Agreement, and the lender of the Mortgage Loan will look only to its
  security in the Apartment Complex for repayment of the Mortgage Loan.
  
          (j) The Partnership owns a fee simple interest in the Apartment Complex.
  
           (k) To the best of our actual knowledge and belief,  after due inquiry,
  the Partnership has obtained all consents, permissions,  licenses, approvals, or
  orders required by all applicable  governmental  or regulatory  agencies for the
  development,   [construction/rehabilitation]  and  operation  of  the  Apartment
  Complex, and the Apartment Complex conforms to all applicable Federal, state and
  local land use, zoning, health, building and safety laws, ordinances,  rules and
  regulations.
  
           (l) The Apartment Complex has obtained a preliminary reservation of low
  income housing tax credits ("LIHTC") from the State Agency. The final allocation
  of the LIHTC and ultimately  eligibility of the Apartment Complex for such final
  allocation are subject to a series of requirements  which must be met, performed
  or achieved at various times prior to and after such final allocation.  Assuming
  all  such  requirements  are met,  performed  or  achieved  at the time or times
  provided by applicable laws and regulations,  the Apartment Complex will qualify
  for LIHTC.
  
           All of the  opinions  set forth above are  qualified to the extent that
  the validity of any  provision of any agreement may be subject to or affected by
  applicable bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
  affecting the rights of creditors generally. We do not express any opinion as to
  the  availability  of any equitable or specific remedy upon any breach of any of
  the covenants,  warranties or other  provisions  contained in any agreement.  We
  
  
                                        B-3
  <PAGE>
  
  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
  ASHFORD  PLACE,  A LIMITED  PARTNERSHIP,  a Oklahoma  limited  partnership  (the
  "Partnership");  THE COWEN GROUP,  L.L.C., AN OKLAHOMA LIMITED LIABILITY COMPANY
  (the "General Partner"); and EARNEST COWEN and DORA COWEN (collectively referred
  to as the "Original  Limited Partner") for the benefit of WNC HOUSING TAX CREDIT
  FUND V,  L.P.,  SERIES 4, a  California  limited  partnership  (the  "Investment
  Partnership"), and WNC & ASSOCIATES, INC. ("WNC").
  
           WHEREAS, the Partnership  proposes to admit the Investment  Partnership
  as a limited  partner thereof  pursuant to an Amended and Restated  Agreement of
  Limited  Partnership  of  the  Partnership  (the  "Partnership  Agreement"),  in
  accordance with which the Investment  Partnership will make substantial  capital
  contributions to the Partnership; and
  
           WHEREAS,  the Investment  Partnership  and WNC have relied upon certain
  information  and  representations  described  herein in evaluating the merits of
  investment by the Investment Partnership in the Partnership;
  
           NOW, THEREFORE,  to induce the Investment Partnership to enter into the
  Partnership  Agreement and become a limited partner of the Partnership,  and for
  $1.00 and other good and  valuable  consideration,  the receipt and  adequacy of
  which are hereby  acknowledged,  the  Partnership,  the General  Partner and the
  Original  Limited  Partner  hereby  agree  as  follows  for the  benefit  of the
  Investment Partnership and WNC.
  
       1.  Representations,  Warranties  and  Covenants  of the  Partnership,  the
  General Partner and the Original Limited Partner
  
           The  Partnership,  the General Partner and the Original Limited Partner
  jointly  and  severally  represent,   warrant  and  certify  to  the  Investment
  Partnership  and WNC  that,  with  respect  to the  Partnership,  as of the date
  hereof:
  
       1.1 The  Partnership  is duly  organized  and in good standing as a limited
  partnership  pursuant to the laws of the state of its formation  with full power
  and authority to own its apartment complex (the "Apartment Complex") and conduct
  its business;  the  Partnership,  the General  Partner and the Original  Limited
  Partner   have  the  power  and   authority  to  enter  into  and  perform  this
  Certification  and Agreement;  the execution and delivery of this  Certification
  and Agreement by the  Partnership,  the General Partner and the Original Limited
  Partner  have been duly and validly  authorized  by all  necessary  action;  the
  execution and delivery of this  Certification and Agreement,  the fulfillment of
  
  
                                        C-1
  <PAGE>
  
  its terms and consummation of the transactions contemplated hereunder do not and
  will not conflict  with or result in a violation,  breach or  termination  of or
  constitute a default  under (or would not result in such a conflict,  violation,
  breach,  termination  or default with the giving of notice or passage of time or
  both) any other  agreement,  indenture or instrument by which the Partnership or
  any General Partner or Original Limited Partner is bound or any law, regulation,
  judgment,  decree or order  applicable to the Partnership or any General Partner
  or  Original  Limited  Partner  or  any of  their  respective  properties;  this
  Certification  and Agreement  constitutes the valid and binding agreement of the
  Partnership,  the General Partner and the Original Limited Partner,  enforceable
  against each of them in accordance with its terms.
  
       1.2 The General Partner has delivered to the Investment Partnership, WNC or
  their  affiliates  all  documents and  information  which would be material to a
  prudent investor in deciding  whether to invest in the Partnership.  All factual
  information  provided to the  Investment  Partnership,  WNC or their  affiliates
  either in writing or orally,  did not, at the time  given,  and does not, on the
  date hereof,  contain any untrue statement of a material fact or omit to state a
  material fact required to be stated  therein or necessary to make the statements
  therein not misleading in light of the circumstances under which they are made.
  
       1.3 Each of the representations and warranties contained in the Partnership
  Agreement is true and correct as of the date hereof.
  
       1.4 Each of the covenants and agreements of the Partnership and the General
  Partner  contained in the  Partnership  Agreement has been duly performed to the
  extent that  performance of any covenant or agreement is required on or prior to
  the date hereof.
  
       1.5 All  conditions  to  admission  of the  Investment  Partnership  as the
  investment  limited  partner of the  Partnership  contained  in the  Partnership
  Agreement have been satisfied.
  
       1.6 No  default  has  occurred  and is  continuing  under  the  Partnership
  Agreement  or any of the  Project  Documents  (as such  term is  defined  in the
  Partnership Agreement) for the Partnership.
  
       1.7 The  Partnership  will  allocate to the Limited  Partner the  Projected
  Annual Tax Credits.
  
       1.8 The General  Partner agrees to take all actions  necessary to claim the
  Projected Tax Credit, including,  without limitation, the filing of Form(s) 8609
  with the  Internal  Revenue  Service.  
  
                                        C-2
  <PAGE>
  
       1.9 No  person or  entity  other  than the  Partnership  holds  any  equity
  interest in the Apartment Complex.
  
       1.10 The Partnership has the sole responsibility to pay all maintenance and
  operating   costs,   including  all  taxes  levied  and  all  insurance   costs,
  attributable to the Apartment Complex.
  
       1.11 The Partnership, except to the extent it is protected by insurance and
  excluding  any  risk  borne  by  lenders,  bears  the  sole  risk of loss if the
  Apartment  Complex is destroyed  or  condemned  or there is a diminution  in the
  value of the Apartment Complex.
  
       1.12 No  person  or  entity  except  the  Partnership  has the right to any
  proceeds,  after payment of all  indebtedness,  from the sale,  refinancing,  or
  leasing of the Apartment Complex.
  
       1.13  No  General  Partner  is  related  in any  manner  to the  Investment
  Partnership,  nor is any General  Partner  acting as an agent of the  Investment
  Partnership.
  
           2.       Miscellaneous
  
                    2.1 This  Certification  and  Agreement is made solely for the
  benefit of the Investment  Partnership and WNC, and their respective  successors
  and  assignees,  and no other person shall acquire or have any right under or by
  virtue of this Agreement.
  
                    2.2  This  Certification  and  Agreement  may be  executed  in
  several  counterparts,  each of which shall be deemed to be an original,  all of
  which together shall constitute one and the same instrument.
  
                    2.3   Capitalized   terms   used  but  not   defined  in  this
  Certification Agreement shall have the meanings given to them in the Partnership
  Agreement.
  
           IN WITNESS WHEREOF,  this Certificate and Agreement is made and entered
            into as of the day of , 1996.
  
  PARTNERSHIP
  
  ASHFORD PLACE, A LIMITED PARTNERSHIP
  
  THE COWEN GROUP, L.L.C., AN OKLAHOMA LIMITED LIABILITY COMPANY
  
  
  By:
           E. Allen Cowen, II,
           General Manager
  Signatures continued on next page...
  
                                        C-3
  <PAGE>
  
  GENERAL PARTNER
  
  THE COWEN GROUP, L.L.C., AN OKLAHOMA LIMITED LIABILITY COMPANY
  
  
  By:
           E. Allen Cowen, II,
           General Manager
  
  
  ORIGINAL LIMITED PARTNER
  
  
  By:
           EARNEST COWEN
  
  
  By:
           DORA COWEN
  
  
                                        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 4 ("Limited Partner") by THE COWEN GROUP, L.L.C., AN
  OKLAHOMA LIMITED LIABILITY COMPANY,  General Partner of ASHFORD PLACE, A LIMITED
  PARTNERSHIP,  a Oklahoma 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 and  correct 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 and the Special Limited Partner.
  
           (b) The  Partnership  Agreement  and the 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 the plans
  and  specifications of the Project that have been or shall be hereafter approved
  by Greystone & Co., if required,  and all applicable  governmental  entities, as
  such plans and specifications may be changed from time to time with the approval
  of Greystone & Co. and any applicable  governmental  entities,  if such approval
  shall be required.
  
                                        D-1
  <PAGE>
  
           (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 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  and the
  Special  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 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
  
  
                                        D-2
  <PAGE>
  
  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  must  promptly  notify the  Special  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) 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) 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) All accounts of the Partnership required to be maintained under the
  terms of the Project Documents,  including,  without limitation, any reserves in
  accordance with Article VIII hereof,  are currently  funded to required  levels,
  including levels required by any authority.
  
           (s) 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.
  
                                        D-3
  <PAGE>
  
           (t) No event has occurred  which  constitutes a material  default under
  any of the Project Documents.
  
           (u) 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,
  that 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,  that 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.
  
           (v) No event or  proceeding,  including,  but not limited to, any legal
  actions or  proceedings  before any court,  commission,  administrative  body or
  other  governmental  authority,  and acts of any  governmental  authority having
  jurisdiction  over the zoning or land use laws  applicable  to the Project,  has
  occurred  the  continuing  effect of which  has:  (1)  materially  or  adversely
  affected the  operation of the  Partnership  or the Project;  (2)  materially or
  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 that
  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.
  
           (w)  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 the  Special  Limited  Partner  and  which  in the
  aggregate  affect the ability of the Limited  Partner to obtain the  anticipated
  benefits of its investment in the Partnership.
  
           (x) The  General  Partner,  or a  guarantor  acceptable  to the Special
  Limited Partner, has and shall maintain a net worth equal to at least $1,000,000
  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 199__.
  
  THE COWEN GROUP, L.L.C., AN OKLAHOMA LIMITED LIABILITY COMPANY
  
  
  By:
           E. Allen Cowen, II,
           General Manager
  
  
  
  
                                        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
  Shawnee,  Pottawatomie  County,  Oklahoma,  has prepared final working plans and
  detailed  specifications  for ASHFORD PLACE, A LIMITED  PARTNERSHIP,  a Oklahoma
  limited partnership (the "Partnership"),  between WNC HOUSING TAX CREDIT FUND V,
  L.P., SERIES 4, a California  limited  partnership  ("Limited  Partner") and the
  Partnership in connection with the construction [rehabilitation] of improvements
  on certain real property located in Shawnee,  Pottawatomie County, Oklahoma (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 THE PARTNERSHIP
  
                             [ACCOUNTANT'S CERTIFICATE]
                              [Accountant's Letterhead]
  
  
  
  _______________, 199____
  
  
  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4 
  c/o WNC & Associates, Inc.
  3158 Redhill Ave., Suite 120
  Costa Mesa, California 92626
  
  RE:  Partnership
       Certification as to Amount
       of Eligible Tax Credit Base
  
  Gentlemen:
  
  In  connection  with the  acquisition  by WNC  HOUSING  TAX CREDIT FUND V, L.P.,
  SERIES 4 (the "Limited  Partner") of a limited  partnership  interest in ASHFORD
  PLACE, A LIMITED PARTNERSHIP, a Oklahoma limited partnership (the "Partnership")
  which owns a certain  parcel of land  located in Shawnee,  Pottawatomie  County,
  Oklahoma 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
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
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  <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
  
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  <PAGE>
  
          Tenant              Tenant     Overall
  Utility   Gross   Maximum    Rent       Tenat
  Allow.    Rent    Rent    Qualified    Eligible
  
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                                    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 ASHFORD PLACE, A LIMITED  PARTNERSHIP,  I hereby
  certify as to the following:
  
       1.  ASHFORD  PLACE,  A LIMITED  PARTNERSHIP  owns a one hundred  (100) unit
  project ("Project") in Shawnee, Pottawatomie County, Oklahoma.
  
       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
  Oklahoma 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)
                                        ------------  ------------   ------------
  
  
    (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 E. Allen Cowen, II  ("Developer")  and ASHFORD
  PLACE,  A  LIMITED  PARTNERSHIP,   a  Oklahoma  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 Shawnee,  Pottawatomie
  County,  Oklahoma,  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 one hundred (100) 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 manager, 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 One,  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 E. Allen Cowen Ventures.
  
           "Department" means the Oklahoma  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 Greystone & Co. 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, 2009.
  
           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 $591,714.  The Development
  
  
                                         2
  <PAGE>
  
  Fee shall be payable in  accordance  with  Section 3 of this  Agreement.  In the
  event the  Development  Fee is not paid in full upon the Permanent  Loan Funding
  Date then any unpaid Development Fee will accrue interest at a rate equal to the
  five-year Treasury money rate in effect as of the Permanent Loan Funding Date.
  
           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 finalization of the plans and specifications for 
  the Project, and projected construction schedules and costs.
  
                                         3
  <PAGE>
  
                                      (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 Shawnee  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 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.
  
                                         4
  <PAGE>
  
       (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 Shawnee 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 ASHFORD PLACE, A
  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.
  
                                      SECTION 3
                              DEVELOPMENT FEE PAYMENTS
  
           3.1  Services   Rendered  Prior  to  December  31,  1996.  The  Parties
  acknowledge  and agree that  Developer has earned the sum of $_____ for services
  rendered prior to December 31, 1996,  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 1996 income tax return.
  
                                         5
  <PAGE>
  
           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  ASHFORD  PLACE,  A  LIMITED
  PARTNERSHIP,  a Oklahoma  limited  partnership  (said  agreement is incorporated
  herein by this reference) but in no event later than December 31, 2009.
  
                                      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
  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.
  
  
                                         6
  <PAGE>
  
  
  
  
                                      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:                          E. Allen Cowen, II
                                            2910 Pine Ridge Road
                                            Oklahoma City, Oklahoma  73120
  
  If to Owner:                              ASHFORD PLACE, A LIMITED PARTNERSHIP
                                            2910 Pine Ridge Road
                                            Oklahoma City, Oklahoma  73120
  
  
           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
  Oklahoma  applicable to contracts made and wholly  performed  within Oklahoma by
  persons domiciled in Oklahoma.
  
                    (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
  
  
                                         7
  <PAGE>
  
  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.
  
           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.
  
                                         8
  <PAGE>
  
           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  Oklahoma
  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.
  
           IN WITNESS  WHEREOF,  the  Parties  have caused  this  Development  Fee
  Agreement to be executed as of December 31, 1996.
  
  DEVELOPER:
  
                                          By:      ______________________________
                                                       E. Allen Cowen, II
  
  OWNER:                              ASHFORD PLACE, A LIMITED PARTNERSHIP
  
                                            THE COWEN GROUP, L.L.C., AN OKLAHOMA
                                            LIMITED LIABILITY COMPANY,
  
                                            General Partner
  
                                            By:   _______________________________
                                                       E. Allen Cowen, II
                                                       General Manager
  
  
                                         9
  <PAGE>
  
  
  
                                      EXHIBIT A
  
  
  A tract of land in the Southwest Quarter of Section 2, Township 10 North,  Range
  3 East of the Indian  Meridian,  Pottawatomie  County,  Oklahoma,  described  as
  beginning at a point 1108.8' North of the SW/C of said SW/4; thence West 550' to
  the point of beginning containing 11 acres more or less.
  
  
  <PAGE>
  
                                 GUARANTY AGREEMENT
  
  
           FOR VALUE  RECEIVED,  the  receipt and  sufficiency  of which is hereby
  acknowledged,  and in consideration of the agreement of E. Allen Cowen, II, (the
  "Developer")  to permit  deferral of the  $591,714  due from  ASHFORD  PLACE,  A
  LIMITED PARTNERSHIP a Oklahoma 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
  Oklahoma and shall be construed and governed under Oklahoma 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
  Oklahoma  and/or to the  jurisdiction  and venue of any United  States  District
  Court in the State of Oklahoma having  jurisdiction  over any action or judicial
  
  
                                         2
  <PAGE>
  
  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  Oklahoma,  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 December 31, 1996.
  
  Signed, sealed and delivered                                  GUARANTOR:
  in the presence of:
  
  ----------------------------
  Witness
                                                       ------------------------
  ____________________________                         E. Allen Cowen, II
  Notary Public
  My Commission Expires:
  
  
                                                       Address for Guarantor:
  ----------------------------
                                                       2910 Pine Ridge Road
                                                       Oklahoma City, OK  73120
           (NOTARY SEAL)
  
  
                                         3
  <PAGE>
  
  
  
  
  
  
                                AMENDED AND RESTATED
  
                         AGREEMENT OF LIMITED PARTNERSHIP OF
  
                               LAMAR PLAZA APTS., L.P.
  
  
  
  
  <PAGE>
  
  
  
  
  
                                  TABLE OF CONTENTS
                                                                            Page
  
  I.       DEFINITIONS .........................................              1
  
           1.1      "Accountant" ...................................          1
           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"..........          2
           1.7      "Assignee" .....................................          2
           1.8      "Bankruptcy" or "Bankrupt"......................          2
           1.9      "Capital Account" ..............................          3
           1.10     "Capital Contribution" .........................          3
           1.11     "Cash Flow From Operations" ....................          3
           1.12     "Code" .........................................          3
           1.13     "Completion of Construction"....................          4
           1.14     "Compliance Period".............................          4
           1.15     "Consent of the Special Limited Partner"........          4
           1.16     "Construction Contract".........................          4
           1.17     "Construction Loan" ............................          4
           1.18     "Contractor" ...................................          4
           1.19     "Debt Service Coverage".........................          4
           1.20     "Deferred Management Fee".......................          5
           1.21     "Developer".....................................          5
           1.22     "Development Fee" ..............................          5
           1.23     "Distributions" ................................          5
           1.24     "Fair Market Value" ............................          5
           1.25     "First Year Certificate" .......................          6
           1.26     "General Partner" ..............................          6
           1.27     "Gross Asset Value" ............................          6
           1.28     "Hazardous Substance"...........................          7
           1.29     "Improvements"..................................          7
           1.30     "Incentive Management Fee"......................          7
           1.31     "Income and Losses".............................          7
           1.32     "Insurance" ....................................          8
           1.33     "Insurance Company" ............................          8
           1.34     "Interest" .....................................          9
           1.35     "Involuntary Withdrawal"........................          9
           1.36     "LIHTC".........................................          9
           1.37     "Limited Partner"...............................          9
           1.38     "Management Agent"..............................          9
           1.39     "Management Agreement"..........................          9
           1.40     "MHDC"..........................................          9
           1.41     "Minimum Set-Aside Test"........................          9
           1.42     "Missouri Tax Credits"..........................          9
           1.43     "Mortgage" or "Mortgage Loan"...................          9
           1.44     "Mortgage Note".................................          10
           1.45     "Nonrecourse Deductions"........................          10
   
                                        i
  <PAGE>
  
           1.46     "Nonrecourse Liability".........................          10
           1.47     "Operating Deficit" ............................          10
           1.48     "Operating Deficit Guarantee Period"............          10
           1.49     "Operating Loans"...............................          10
           1.50     "Original Limited Partner" .....................          10
           1.51     "Partner" ......................................          10
           1.52     "Partner Nonrecourse Debt" .....................          10
           1.53     "Partner Nonrecourse Debt Minimum Gain" ........          10
           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" .......................................          11
           1.59     "Project" ......................................          11
           1.60     "Project Documents" ............................          11
           1.61     "Projected Annual Tax Credits" .................          11
           1.62     "Projected Tax Credits" ........................          11
           1.63     "Qualified Tenants" ............................          12
           1.64     "Rent Restriction Test" ........................          12
           1.65     "Reporting Fee".................................          12
           1.66     "Revised Projected Tax Credits".................          12
           1.67     "Sale or Refinancing"...........................          12
           1.68     "Sale or Refinancing Proceeds" .................          12
           1.69     "Special Limited Partner".......................          12
           1.70     "State" ........................................          12
           1.71     "State Tax Credit Agency" ......................          12
           1.72     "Substitute Limited Partner" ...................          12
           1.73     "Tax Credit" ...................................          12
           1.74     "Tax Credit Conditions".........................          13
           1.75     "TRA 1986" .....................................          13
           1.76     "Treasury Regulations" .........................          13
           1.77     "Withdrawing" or "Withdrawal"...................          13
  
  II.      NAME ................................................              13
  
  III.     PRINCIPAL EXECUTIVE OFFICE/AGENT FOR SERVICE ........              13
  
           3.1      Principal Executive Office .....................          13
           3.2      Agent for Service of Process ...................          13
  
  IV.      PURPOSE .............................................              14
  
  V.       TERM ................................................              14
  
  VI.      GENERAL PARTNER'S CONTRIBUTIONS AND LOANS............              14
  
           6.1      Capital Contribution of General Partner.........          14
           6.2      Construction and Operating Obligations;
                      General Partner Loans.........................          14
           6.3      Other General Partner Loans.....................          15
  
  VII.     CAPITAL CONTRIBUTIONS OF LIMITED PARTNER.............              16
  
           7.1      Original Limited Partner........................          16
  
  
                                         ii
  <PAGE>
  
           7.2      Capital Contribution of Limited Partner.........          16
           7.3      Repurchase of Limited Partner's Interest........          18
           7.4      Reduction of Limited Partner's
                      Capital Contribution..........................          18
           7.5      Capital Contribution of Special Limited Partner.          20
           7.6      Return of Capital Contribution..................          20
           7.7      Liability of Limited Partner and Special
                    Limited Partner.................................          20
  
  VIII. WORKING CAPITAL AND RESERVES .......................                  21
  
           8.1      Operation and Maintenance Reserve and
                    Replacement Reserve Account.....................          21
           8.2      Other Reserves..................................          21
           8.3      Working Capital Reserve.........................          21
           8.4      Operating Deficit Account.......................          21
  
  IX.      MANAGEMENT AND CONTROL ..............................              21
  
           9.1      Power and Authority of General Partner .........          21
           9.2      Payments to the General Partners and Others ....          22
           9.3      Specific Powers of the General Partner .........          24
           9.4      Authority Requirements..........................          25
           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 ......................          27
           9.8      Partnership Expenses ...........................          29
           9.9      General Partner Expenses .......................          30
           9.10     Other Business of Partners .....................          30
           9.11     Covenants, Representations and Warranties.......          30
  
  X.       ALLOCATIONS OF INCOME, LOSSES AND CREDITS ...........              34
  
           10.1     General ........................................          34
           10.2     Allocations From Sale or Refinancing............          34
           10.3     Special Allocations.............................          36
           10.4     Curative Allocations............................          38
           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
  
  
                                        iii
  <PAGE>
  
           12.3     Invalid Assignment .............................          43
           12.4     Assignee's Rights to Allocations
                      and Distributions ............................          44
           12.5     Substitution of Assignee as Limited Partner
                    or Special 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.........................          47
           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 .............................              50
  
           14.1     Books and Accounts .............................          50
           14.2     Accounting Reports .............................          50
           14.3     Other Reports ..................................          51
           14.4     Late Reports ...................................          53
           14.5     Annual Site Visits..............................          53
           14.6     Tax Returns.....................................          53
           14.7     Fiscal Year ....................................          54
           14.8     Banking ........................................          54
           14.9     Certificates and Elections .....................          54
  
  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 ..................................          55
           15.3     Distributions of Assets ........................          55
           15.4     Deferral of Liquidation.........................          56
           15.5     Liquidation Statement ..........................          56
           15.6     Certificates of Dissolution; Certificate of
                      Cancellation of Certificate of Limited
                      Partnership ..................................          57
  
  XVI.     AMENDMENTS ..........................................              57
  
  XVII. THE ORIGINAL LIMITED PARTNER.........................                 57
  
  
           17.1 Limited Liability of the Original
                      Limited Partner...............................          58
  
  
                                         iv
  <PAGE>
  
           17.2 Nonassessability of Original Limited
                      Partner's Interest ...........................          58
           17.3 No Control of Management .......................              58
           17.4 No Withdrawal of Contributions .................              58
           17.5 No Right to Partition ..........................              58
           17.6 Original Limited Partner's Rights ..............              58
           17.7 Bankruptcy, Insolvency, Dissolution or
                      Cessation of Existence of the Original
                      Limited Partner ..............................          58
           17.8 Outside Activities of the Original
                      Limited Partner ..............................          58
           17.9 Assignment of the Original Limited Partner's
                      Partnership Interest .........................          59
  
  XVIII. MISCELLANEOUS ......................................                 61
  
           18.1     Voting Rights ..................................          61
           18.2     Meeting of Partnership .........................          61
           18.3     Notices ........................................          62
           18.4     Successors and Assigns .........................          62
           18.5     Recording of Certificate of Limited
                    Partnership. ...................................          62
           18.6     Amendment of Certificate of Limited
                    Partnership ....................................          62
           18.7     Counterparts ...................................          63
           18.8     Captions .......................................          63
           18.9     Saving Clause...................................          63
           18.10 Tax Matters Partners...........................              63
           18.11 Expiration of Compliance Period................              64
           18.12 Number and Gender .............................              65
           18.13 Entire Agreement ..............................              65
           18.14 Governing Law .................................              65
           18.15 Attorney's Fees ...............................              65
           18.16 Receipt of Correspondence .....................              65
           18.17 Security Interest and Right of Set-Off ........              65
  
  
  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
                               LAMAR PLAZA APTS., L.P.
  
  
           THIS AMENDED AND RESTATED  AGREEMENT  OF LIMITED  PARTNERSHIP  is being
  entered  into  effective  as of  the  date  written  below  by and  between  MBL
  DEVELOPMENT CO. as the general partner (the "General Partner"),  WNC HOUSING TAX
  CREDIT FUND V, L.P., SERIES 4, a California  limited  partnership as the limited
  partner  (the  "Limited  Partner"),  WNC  HOUSING,  L.P. as the special  limited
  partner  (the  "Special  Limited  Partner")  and D. KIM  LINGLE as the  original
  limited partner (the "Original Limited Partner").
  
                                      RECITALS
  
           WHEREAS,  LAMAR PLAZA APTS., L.P. , a Missouri limited partnership (the
  "Partnership")  recorded a certificate of limited  partnership with the Missouri
  Secretary of State on May 9, 1996. A partnership agreement dated May 9, 1996 was
  entered  into by and  between  the  General  Partner  and the  Original  Limited
  Partner.
  
           WHEREAS,  the Partners  desire to enter into this  Agreement to provide
  for,  among other things,  (i) the  continuation  of the  Partnership,  (ii) the
  admission of the Limited  Partner and the Special Limited Partner as partners of
  the  Partnership,  (iii) the  payment of Capital  Contributions  by the  Limited
  Partner and the Special Limited Partner to the Partnership,  (iv) the allocation
  of Income,  Losses,  Tax Credits and  distributions of Cash Flow From Operations
  and other cash funds of the  Partnership  among the Partners (v) the  respective
  rights,  obligations  and  interests  of the  Partners  to each other and to the
  Partnership, and (vi) certain other matters.
  
           WHEREAS, the Limited Partner, Special Limited Partner, Original Limited
  Partner and the General  Partner  desire hereby to amend and restate the Limited
  Partnership Agreement of the Partnership dated May 9, 1996.
  
           NOW, THEREFORE,  in consideration of their mutual agreements herein set
  forth,  the Partners  hereby agree to amend and restate the Agreement of Limited
  Partnership of LAMAR PLAZA APTS., L.P. in its entirety to provide as follows:
  
                                      ARTICLE I
  
                                     DEFINITIONS
  
           Section 1.1 "Accountant" shall mean Steve Thurmond,  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  Special  Limited
  Partner.  Notwithstanding  any provision of this Agreement to the contrary,  the
  Special Limited Partner shall have the right to dismiss the Accountants.
  
                                         1
  <PAGE>
  
           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 98.98% 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
  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
  
  
                                         2
  <PAGE>
  
  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 or
  7.4 of this  Agreement.  A loan to the  Partnership  by a  Partner  shall not be
  considered a Capital Contribution.
  
           Section 1.11 "Cash Flow From Operations" shall mean gross receipts (not
  including any subsidy for rental income from the General Partner or an Affiliate
  thereof,  prepayments of rent,  security deposits and interest thereon,  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.
  
                                         3
  <PAGE>
  
           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 twenty-eight (28) 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 Special  Limited  Partner"  shall mean the
  prior written consent or approval of the Special Limited Partner.
  
           Section  1.16  "Construction  Contract"  shall  mean  the  construction
  contract in the amount of $1,314,520,  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 MHDC in the  principal  amount of $888,400 at an interest  rate equal to 1%
  per  annum  for a term  of 40  years  to  provide  funds  for  the  acquisition,
  renovation and/or 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.  The
  Partners acknowledge that the Missouri Housing Development Corporation is making
  the  Partnership  a  construction  and  permanent  loan  and  at  Completion  of
  Construction the Construction Loan becomes the Mortgage.
  
           Section 1.18 "Contractor"  shall mean MBL DEVELOPMENT CO., 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
  
  
                                         4
  <PAGE>
  
  prepayments,  security  deposits and interest  thereon,  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 MBL Development Co.
  
           Section 1.22  "Development Fee" shall mean the fee payable to
  the Developer pursuant to Section 9.2(a) of this Agreement for services incident
  to the  development  and  construction  of the  Project in  accordance  with the
  Development  Fee Agreement  between the  Partnership and the Developer dated the
  even date herewith and incorporated herein by this reference.
  
           Section 1.23  "Distributions"  shall mean the total amount of money, or
  the Gross Asset Value of property (net of liabilities  securing such distributed
  property  that such  Partner is  considered  to assume or take  subject to under
  Section  752 of the  Code),  distributed  to  Partners  with  respect  to  their
  Interests in the Partnership,  but shall not include any payments to the General
  Partner or its  Affiliates  for fees or other  compensation  as provided in this
  Agreement or any guaranteed  payment within the meaning of Section 707(c) of the
  Code, as amended, or any successor thereto.
  
           Section  1.24 "Fair  Market  Value"  shall  mean,  with  respect to any
  property,  real or personal, the price a ready, willing and able buyer would pay
  to a ready, willing and able seller of the property, provided that such value is
  reasonably  agreed to between the parties in arm's-length  negotiations  and the
  parties have sufficiently adverse interests.
  
                                         5
  <PAGE>
  
           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 "General  Partner" shall mean MBL DEVELOPMENT CO. and such
  other  Persons as are admitted to the  Partnership  as  additional or substitute
  General Partners pursuant to this Agreement.
  
           Section  1.27 "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
  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  Special
  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  1.27(d) to the extent the General  Partner  determines
  that  an  adjustment   pursuant  to  Section  1.27(b)  hereof  is  necessary  or
  
  
                                         6
  <PAGE>
  
  appropriate in connection with a transaction  that would otherwise  result in an
  adjustment pursuant to this Section 1.27(d).
  
           If the Gross  Asset Value of an asset has been  determined  or adjusted
  pursuant to Section 1.27(a),  Section 1.27(b),  or Section 1.27(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  1.28  "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  1.29   "Improvements"   shall  mean  the   construction  of  a
  twenty-eight  (28) unit apartment complex for families in a good and workmanlike
  manner substantially in accordance with the plans and specifications and Project
  Documents.
  
           Section 1.30  "Incentive Management Fee" shall have the meaning set 
  forth in Section 9.2(e) hereof.
     
           Section  1.31 "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 1.31 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 1.31 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  1.27(a)  or (b)  hereof,  the  amount  of  such
  
  
                                         7
  <PAGE>
  
  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
  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,
  that 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 1.32 "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  $1,000,000;  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  1.33  "Insurance  Company"  shall mean any  insurance  company
  engaged by the  General  Partner  for the  Partnership  with the  Consent of the
  
  
                                         8
  <PAGE>
  
  Special Limited Partner which Insurance Company shall have an A rating or better
  for financial safety by A.M. Best or Standard & Poor's.
  
           Section 1.34 "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 1.35  "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  1.36  "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 1.37 "Limited  Partner"  shall mean WNC HOUSING TAX CREDIT FUND
  V, L.P., SERIES 4, a California limited  partnership,  and such other Persons as
  are admitted to the  Partnership  as additional or Substitute  Limited  Partners
  pursuant to this Agreement.
  
           Section 1.38  "Management  Agent"  shall mean the  property  management
  company  which  oversees the property  management  functions for the Project and
  which is on-site at the Project. The initial Management Agent shall be The REMAS
  Company.
  
           Section 1.39 "Management  Agreement"  shall mean the agreement  between
  the Partnership and the Management Agent for property management services.
  
           Section  1.40  "MHDC"  shall  mean  the  Missouri  Housing  Development
  Corporation, or any successor thereto.
  
           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.
  
           Section 1.42  "Missouri  Tax  Credits"  shall mean the tax credit under
  Missouri Income Tax providing for low income housing by the State of Missouri in
  the amount of $53,738.
  
           Section 1.43  "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
  
  
                                         9
  <PAGE>
  
  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 1.44 "Mortgage Note" shall mean the nonrecourse promissory note
  whereby the Partnership promises to pay MHDC, or its successor or assignee,  the
  principal sum of $888,400, plus interest on the principal at 1% per annum over a
  term of 40 years and amortized  over 40 years.  The partners  recognize that the
  Mortgage is a continuation of the Construction Loan.
  
           Section 1.45  "Nonrecourse  Deductions" shall have the meaning given it
  in Treasury Regulations Section 1.704-2(b)(1).
  
           Section 1.46 "Nonrecourse Liability" shall have the meaning given it in
  Treasury Regulations Section 1.704-2(b)(3).
  
           Section  1.47  "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).
  
           Section 1.48 "Operating Deficit Guarantee Period" shall mean the period
  commencing  with the date of this  Agreement  and ending sixty (60) months after
  Completion of Construction.
  
           Section  1.49  "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 1.50  "Original Limited Partner" shall mean D. KIM LINGLE.
  
           Section 1.51 "Partner(s)"  shall collectively mean the General Partner,
  the Limited  Partner,  the Special  Limited  Partner  and the  Original  Limited
  Partner.
  
           Section  1.52  "Partner  Nonrecourse  Debt"  shall have the meaning set
  forth in Section 1.704-2(b)(4) of the Treasury Regulations.
  
           Section 1.53  "Partner  Nonrecourse  Debt  Minimum  Gain" shall mean an
  amount,  with respect to each Partner Nonrecourse Debt, equal to the Partnership
  
  
                                         10
  <PAGE>
  
  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 1.54 "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 1.55 "Partnership" shall mean the limited partnership continued
  under this Agreement.
  
           Section  1.56   "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 1.57  "Permanent  Mortgage  Commencement"  shall mean the first
  date  on  which  all of the  following  have  occurred:  (a) the  Completion  of
  Construction; and (b) the amortization of the Mortgage shall have commenced.
  
           Section 1.58 "Person" shall mean an individual,  proprietorship, trust,
  estate, partnership,  joint venture, association,  company, corporation or other
  entity.
  
           Section 1.59 "Project" shall mean the approximately  3.03 acres of land
  in Lamar,  Barton  County,  Missouri,  as more fully  described  in Exhibit  "A"
  attached hereto and incorporated herein by this reference, and the Improvements.
  
           Section 1.60 "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 1.61  "Projected  Annual Tax  Credits"  shall mean LIHTC in the
  amount of $44,325 for 1997, $132,974 per year for each of the years 1998 through
  2006,  and $88,649 for 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 98.98% of the aggregate amount of LIHTC of $1,343,440
  to be available to the Partnership;  provided,  however,  that if the Actual Tax
  Credit for 1997 is greater (or less than) $44,325,  the Projected Tax Credit for
  the year 2007 shall be reduced (or  increased)  by an amount equal to the amount
  by which the Actual Tax Credit for 1997 exceeds (or is less than) $44,325.
  
           Section 1.62  "Projected Tax Credits" shall mean LIHTC in the aggregate
  amount of $1,343,440.
  
                                         11
  <PAGE>
                
           Section  1.63  "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 1.64 "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
  casualty at the Project or any part thereof,  a claim against a title  insurance
  company,  the  refinancing  or any Mortgage  Note or other  indebtedness  of the
  Partnership and any similar item or  transaction;  provided,  however,  that the
  payment of Capital  Contributions  by the Partners shall not be included  within
  the meaning of the term "Sale or Refinancing."
  
           Section  1.68  "Sale  or  Refinancing  Proceeds"  shall  mean  all cash
  receipts  of the  Partnership  arising  from a Sale  or  Refinancing  (including
  principal and interest  received on a debt obligation  received as consideration
  in whole or in part,  on a Sale or  Refinancing)  less the amount  paid or to be
  paid in connection with or as an expense of such Sale or  Refinancing,  and with
  regard to damage  recoveries or insurance or condemnation  proceeds,  the amount
  paid or to be paid for repairs,  replacements or renewals  resulting from damage
  to or partial condemnation of the Project.
  
           Section 1.69 "Special Limited Partner" shall mean WNC HOUSING,  L.P., a
  California  corporation,   and  such  other  Persons  as  are  admitted  to  the
  Partnership as additional or substitute  Special  Limited  Partners  pursuant to
  this Agreement.
  
           Section 1.70 "State" shall mean the State of Missouri.
  
           Section 1.71 "State Tax Credit  Agency"  shall mean the state agency of
  Missouri which has the  responsibility and authorization to administer the LIHTC
  program in Missouri.
  
           Section 1.72 "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 1.73 "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
  
  
                                         12
  <PAGE>
  
  of any Partner as a result of  activities  or  expenditures  of the  Partnership
  including, without limitation, LIHTC.
  
           Section 1.74 "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 Tax  Credits or to avoid an event of
  recapture in respect of the Tax Credits.
  
           Section 1.75 "TRA 1986" shall mean the Tax Reform Act of 1986.
  
           Section  1.76  "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 1.77  "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.
  
                                     ARTICLE II
  
                                        NAME
  
           The name of the Partnership shall be "LAMAR PLAZA APTS., L.P."
  
                                     ARTICLE III
  
                    PRINCIPAL EXECUTIVE OFFICE/AGENT FOR SERVICE
  
           Section 3.1 Principal  Executive Office. The principal executive office
  of the Partnership is located at 1200 South Outer Road, Suite 401, Blue Springs,
  Missouri 64015, 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 name of the agent for
  service of process on the Partnership is MBL  DEVELOPMENT  CO., whose address is
  1200 South Outer Road, Suite 401, Blue Springs, Missouri 4015.
  
  
                                         13
  <PAGE>
  
  
                                     ARTICLE IV
  
                                       PURPOSE
  
           The  purpose  of the  Partnership  is to  acquire,  construct,  own and
  operate the Project in order to provide, in part, Tax Credits to the Partners in
  accordance  with  the  provisions  of the  Code  and  the  Treasury  Regulations
  applicable to LIHTC and to sell the Project. The Partnership shall not engage in
  any  business  or  activity  which is not  incident  to the  attainment  of such
  purpose.
  
                                      ARTICLE V
  
                                        TERM
  
           The  Partnership  term commenced upon the filing of the  Certificate of
  Limited  Partnership  in the  office  of,  and on the form  prescribed  by,  the
  Secretary  of State of the State,  and shall  continue  until May 9, 2096 unless
  terminated  earlier in accordance  with the  provisions of this  Agreement or as
  otherwise provided by law.
  
                                     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 to close the
  Construction Loan.
  
           Section 6.2 Construction and Operating Obligations; General Partner 
  Loans.
  
           (a) The General  Partner  shall cause  Completion  of  Construction  in
  accordance with the Project Documents,  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
  October 30, 1997  ("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.  For purposes of this  Agreement  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);  (2) prior to
  
  
                                         14
  <PAGE>
  
  completing the Improvements, there is an uncured default under or termination of
  the Construction Loan, Mortgage Loan commitment, or other material documents; or
  (3) a  foreclosure  action is  commenced  against the  Partnership,  then at the
  Special Limited Partner's  election,  either the General Partner will be removed
  from the  Partnership  and the  Special  Limited  Partner  will be  admitted  as
  successor  General Partner,  all in accordance with Article XIII hereof,  or the
  General  Partner will  repurchase  the Interests of the Limited  Partner and the
  Special Limited Partner for an amount equal to the amounts  theretofore  paid by
  the Limited Partner and the Special Limited Partner, and the Limited Partner and
  the Special 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 60 days
  after the General Partner receives written demand from the Limited Partner.
  
           (b) During the Operating Deficit Guarantee Period, the General Partner,
  as  required  from  time to time,  shall  provide  Operating  Loans  in  amounts
  necessary  to  cover  any  Operating  Deficits.  Each  Operating  Loan  shall be
  nonrecourse to the Partners,  and shall be repayable out of 50% of the available
  Cash Flow From  Operations or 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 Special  Limited
  Partner,  the General  Partner may loan to the  Partnership any sums required by
  the  Partnership  and not  otherwise  reasonably  available to it. 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 Special 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
  
  
                                         15
  <PAGE>
  
  General Partner and such advance will be classified as a General Partner Capital
  Contribution.
  
  
                                     ARTICLE VII
  
                      CAPITAL CONTRIBUTIONS OF LIMITED PARTNER
                             AND SPECIAL LIMITED PARTNER
  
           Section 7.1 Original Limited Partner.  The Original Limited Partner
  made a Capital Contribution of $82.
                    
           Section  7.2  Capital  Contribution  of Limited  Partner.  The  Limited
  Partner shall make a Capital  Contribution in the amount of $797,842,  as may be
  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;
  
                    (4) prior to the Capital  Contribution  payment  referenced in
  Section  7.2(b)(2) the General  Partner  shall deliver to the Limited  Partner a
  certificate of occupancy 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)(3),  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 MHDC to close the  Mortgage  and disperse
  Mortgage proceeds to the Partnership;
  
                                         16
  <PAGE>
  
                    (6) prior to the Capital  Contribution  payment  referenced in
  Section  7.2(b)(3) 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 General Partner, verifying each tenant's eligibility as
  a Qualified Tenant;
  
                    (7) prior to the Capital  Contribution  payment  referenced in
  Section  7.2(b) (2) the General  Partner  shall  deliver to the Limited  Partner
  copies of all inspecting architect's application 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)(3) the General  Partner  shall deliver to the Limited  Partner a
  copy of the Land Use 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 previous 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) $528,804  will  be  payable  upon  the admittance of  the
  Limited  Partner  into  the Partnership, provided the conditions of 
  Section 7.2(a) of this Agreement have been met;
  
                    (2) $179,202 will be payable upon  Completion of  Construction
  as evidenced by the inspecting architect's certification in a form substantially
  similar to the form attached  hereto as Exhibit "E" and  incorporated  herein by
  this  reference,  the issuance of a permanent  certificate  of occupancy for all
  units,  receipt of a letter from the Contractor stating that all amounts payable
  to the  Contractor  have  been paid in full and that the  Partnership  is not in
  violation of the  Construction  Contract and  verification of the  Partnership's
  Insurance, provided the conditions of Section 7.2(a) of this Agreement have been
  met;
  
                    (3) $80,000  will be payable the date the Project  maintains a
  Debt  Service  Coverage of 1.15 for 120  consecutive  days,  and delivery of the
  following to the Limited Partner:  tenant income  verification data to determine
  that 100% of the units in the Project  qualify under Section 42 of the Code; the
  Accountant's  final Tax Credit cost  certification  setting  forth the Project's
  eligible basis in a form  substantially  similar to the form attached  hereto as
  
  
                                         17
  <PAGE>
  
  Exhibit "F" and incorporated  herein by this reference and the amount of the Tax
  Credits  to which the  Partnership  is  entitled;  a fully  executed  set of the
  Mortgage documents; and IRS Form 8609; provided the conditions of Section 7.2(a)
  of this Agreement have been met; and
  
                    (4) $9,836  will be payable  after the  conditions  above have
  been met and  delivery  to the  Limited  Partner of the first year tax return in
  which Tax Credits are taken,  provided the  conditions of Section 7.2(a) of this
  Agreement have been met.
  
           Section 7.3 Repurchase of Limited  Partner's  Interest.  Within 60 days
  after the General  Partner  receives  written  demand  from the Limited  Partner
  and/or the Special Limited Partner, the Partnership shall repurchase the Limited
  Partner's  Interest  and/or  the  Special  Limited  Partner's  Interest  in  the
  Partnership  by  refunding  to it  in  cash  the  full  amount  of  the  Capital
  Contribution  which the Limited  Partner and/or the Special  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 October 30, 1997;
  
           (c)      achieve 90% occupancy of the Project by Qualified Tenants by 
  May 15, 1998;
  
           (d)      obtain Permanent Mortgage Commencement by October 30, 1997;
  
           (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
  
           (f)      obtain a carryover  allocation, within the meaning of Section 
  42 of the Code, from the State Tax Credit Agency on or before December 31, 1996.
  
           Section 7.4 Reduction of Limited Partner's Capital Contribution.
  
           (a) If the anticipated  amount of Projected Tax Credits to be allocated
  to the Limited  Partner and Special  Limited  Partner as  evidenced  by IRS Form
  8609,  Schedule A  thereto,  and the  audited  construction  cost  certification
  provided to the Limited Partner is less than $1,329,871 (the "Revised  Projected
  Tax Credits") then the Limited  Partner's and Special Limited  Partner's Capital
  Contribution provided for in Section 7.2 and Section 7.5 shall be reduced by the
  amount which will make the total Capital  Contribution to be paid by the Limited
  
  
                                         18
  <PAGE>
  
  Partner  and  Special  Limited  Partner to the  Partnership  equal to 60% of the
  Revised  Projected  Tax Credits so  anticipated  to be  allocated to the Limited
  Partner and Special Limited Partner.
  
           (b) The General  Partner is  required  to use its best  efforts to rent
  100% of the  Project's  apartment  units to  Qualified  Tenants  throughout  the
  Compliance Period. If at any time during the first five calendar years following
  the year in which the  Project is placed in  service,  the Actual Tax Credit for
  any fiscal 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),  then the
  amount of the reduction shall be applied to the next Capital  Contribution  owed
  by the Limited Partner or the Special 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 or the Special
  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  or  Special  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 or the Special  Limited  Partner within
  ninety days of the General Partner  receiving notice of the Reduction  Shortfall
  from the Limited Partner and/or the Special 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(d) at the
  rate equal to the 5-year Treasury money rate at the time of the Credit Shortfall
  Loan,  or, if lesser,  the maximum  legal rate.  Credit  Shortfall  Loans or any
  portion thereof shall be repaid in the next year in which sufficient  monies are
  
  
                                         19
  <PAGE>
  
  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) resulting in a recapture of Tax Credits previously claimed,  then,
  in  addition  to any other  payments  to which the  Limited  Partner and Special
  Limited  Partner is  entitled  under the terms of this  Section  7.4 the General
  Partner shall pay to the Limited Partner and the Special Limited Partner the sum
  of (1) the deficiency  assessed  against the Limited  Partner or Special Limited
  Partner as a result of the Tax Credit recapture,  (2) any interest and penalties
  imposed on the Limited  Partner or Special  Limited Partner with respect to such
  deficiency,  and (3) an amount  sufficient to pay any tax liability  owed by the
  Limited  Partner or Special  Limited  Partner  resulting from the receipt of the
  amounts specified in (1) and (2).
  
           Section  7.5  Capital  Contribution  of Special  Limited  Partner.  The
  Special  Limited  Partner shall make a Capital  Contribution  of $82.00 upon its
  admittance and at the time of the Limited Partner's Capital Contribution payment
  referenced  in Section  7.2(b)(1).  The Special  Limited  Partner  shall be in a
  different  class from the Limited  Partner and,  except as  otherwise  expressly
  stated in this Agreement,  shall not  participate in any rights  allocable to or
  exercisable by the Limited Partner under this Agreement.
  
           Section  7.6  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 Special  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  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 7.7 Liability of Limited  Partner,  Special Limited Partner and
  Original Limited Partner.  The Limited Partner,  Special Limited Partner and the
  Original Limited Partner shall not be liable for any of the debts,  liabilities,
  contracts or other obligations of the Partnership.  The Limited Partner, Special
  Limited  Partner and the Original  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.
  
                                         20
  <PAGE>
  
                                    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  $200.00  per  residential  unit per  year for the  purpose  of
  repairs,  maintenance and capital repairs. Said deposit shall be made monthly in
  equal  installments.  Withdrawals  from such account shall be made only with the
  Consent of the Special Limited Partner.  Any balance remaining in these accounts
  at the time of a sale of the Project shall be allocated and distributed  equally
  between the General Partner and the Limited Partner.
  
           Section 8.2 Other Reserves.  The General Partner shall establish out of
  funds  available to the  Partnership  a reserve  account  sufficient in its sole
  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.
  
           Section 8.3 Working Capital Reserve. The Partnership shall deposit into
  a  fund  controlled  by  MHDC  $17,768  until  Completion  of  Construction  and
  conversion of the Construction Loan to the Mortgage.  At the time, any remaining
  funds shall be transferred to the Operating Deficit Account.
  
           Section 8.4 Operating  Deficit Account.  The Partnership  shall deposit
  $22,200  into a fund  controlled  by  MHDC  to be  used  for  initial  Operating
  Deficits.  At  stabilized  occupancy  as  defined by MHDC in the  Mortgage,  any
  remaining  funds in excess of normal cash  requirements  will be released to the
  Partnership  and paid to the General Partner as an Operating  Deficit  guarantee
  fee.
  
                                     ARTICLE IX
  
                               MANAGEMENT AND CONTROL
  
           Section  9.1 Power and  Authority  of General  Partner.  Subject to the
  receipt of Consent of the Special  Limited Partner or the 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
  
  
                                         21
  <PAGE>
  
  Partnership,  and in its  name,  to  exercise  all of  the  rights,  powers  and
  authority of a partner of a partnership  without limited  partners.  If there is
  more than one General  Partner,  all acts,  decisions or consents of the General
  Partners  shall  require  the  concurrence  of all of the General  Partners.  No
  actions taken without the  authorization  of all the General  Partners  shall be
  deemed valid actions taken by the General  Partners  pursuant to this Agreement.
  No Limited  Partner or Special  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 $146,700  from funds  available in accordance  with Section  9.2(b) of
  this Agreement and if not available then in accordance  with the Development Fee
  will be paid in  accordance  with the  Development  Fee  Agreement  between  the
  Partnership and the Developer.
  
           (b) The  Partnership  shall retain the sum of $797,924 from the Capital
  Contributions  paid  pursuant  to Article VII of this  Agreement  to be used for
  supplemental  development  costs  including,  but not  limited  to,  land costs,
  architectural  fees, survey and engineering  costs,  financing costs, loan fees,
  building  materials and labor. 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 fund the Working Capital
  Reserve  referenced in Section 8.3 of this  Agreement and the Operating  Deficit
  Account referenced in Section 8.4 of this Agreement; then 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,  and the  execution  or  renewal  of any  Management
  Agreement shall be subject to the prior Consent of the Special Limited  Partner.
  If the  Management  Agent is an  Affiliate  of the  General  Partner  and if the
  Operating  Deficit  Guarantee  Period has expired then the Management  Agreement
  shall provide  that, in any year in which the Project has an Operating  Deficit,
  
  
                                         22
  <PAGE>
  
  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 Special Limited Partner.
  
                    (2) The  appointment  of any  successor  Management  Agent  is
  subject to the Consent of the Special  Limited  Partner which may only be sought
  after the General Partner has provided the Special Limited Partner  accurate and
  complete disclosure respecting the proposed Management Agent.
  
                    (3) Prior to the Management  Agent's  acceptance of an initial
  tenant for move-in into an apartment unit, the Management  Agent shall submit to
  the Special Limited Partner the prospective tenant's application,  certification
  and the third party  verifications.  The Special  Limited  Partner shall have 48
  hours to review said  tenant file from the date of actual  receipt to approve or
  disapprove of said prospective  tenant.  If the Special Limited Partner does not
  respond  to the  Management  Agent  within  the  requisite  48  hours,  then the
  prospective  tenant will be deemed approved by the Special Limited Partner.  The
  Partners  recognize and acknowledge that the Special Limited Partner's review of
  the prospective  tenant's files is only to confirm that the tenant complies with
  the guidelines of Section 42 of the Code.
  
           (d)  The  Partnership  shall  pay to the  Limited  Partner  a fee  (the
  "Reporting  Fee")  commencing  in  1997  equal  to  15% of the  Cash  Flow  From
  Operations but in no event less than $850.00 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 $850.00,  the unpaid portion thereof shall accrue 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 1997 for services  incident to the  administration of
  
  
                                         23
  <PAGE>
  
  the business and affairs of the Partnership,  which services shall include,  but
  not limited to, maintaining the books and records of the Partnership,  selecting
  and supervising  the  Partnership's  Accountants,  bookkeepers and other Persons
  required to prepare and audit the  Partnership's  financial  statements  and tax
  returns,  and preparing and  disseminating  reports on the status of the Project
  and the  Partnership,  all as  required by Article  XIV of this  Agreement.  The
  Incentive  Management  Fee  shall  be  payable  within  seventy-five  (75)  days
  following each calendar year and shall be payable from Cash Flow From Operations
  in the  manner  and  priority  set  forth  in  Section  11.1.  If the  Incentive
  Management  Fee is not paid in any year it  shall  not  accrue  for  payment  in
  subsequent years.
  
           Section 9.3 Specific Powers of the General Partner.
  
           Subject to the other provisions of this Agreement,  the General Partner
  shall have the following powers:
  
           (a) In the  Partnership's  name and on its behalf,  the General Partner
  may hold,  sell,  transfer,  lease or otherwise deal with any real,  personal or
  mixed property,  interest therein or appurtenance thereto in accordance with the
  purpose of this Agreement as indicated in Article IV hereto;
  
           (b) In the  Partnership's  name and on its behalf,  the General Partner
  may employ,  contract and otherwise deal with, from time to time,  Persons whose
  services  are  necessary  or  appropriate  in  connection  with  management  and
  operation  of  the  Partnership   business,   including,   without   limitation,
  contractors,  agents, brokers,  Accountants and Management Agents (provided that
  the selection of any Accountant or Management  Agent has received the Consent of
  the Special 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;
  
                                         24
  <PAGE>
  
           (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 a Tax Credit 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 Special Limited Partner under Section 42 of
  the Code to allow the  Partnership  or its Partners to claim the Tax Credit,  to
  file  Form  8609 with  respect  to the  Project  as  required,  for at least the
  duration  of the  Compliance  Period  to  operate  the  Project  and  cause  the
  Management  Agent to manage the Project so as to comply with the requirements of
  Section 42 of the Code, as amended, or any successor thereto, including, but not
  limited to, Section 42(g) and Section  42(i)(3) of the Code, as amended,  or any
  successors thereto, to make all certifications  required by Section 42(l) of the
  Code, as amended, or any successor thereto, and to operate the Project and cause
  the  Management  Agent to manage the  Project so as to comply with all other Tax
  Credit Conditions.
  
           Section 9.4 Authority Requirements.  During the Compliance Period, the
  following provisions shall apply:
  
           (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
  
                                         25
  <PAGE>
  
           (d) Any  conveyance  or  transfer of title to all or any portion of the
  Project  required or  permitted  under this  Agreement  shall in all respects be
  subject to the Tax Credit  Conditions  and all  conditions,  approvals  or other
  requirements of the rules and regulations of any authority applicable thereto.
  
           Section  9.5  Limitations  on General  Partner's  Power and  Authority.
  Notwithstanding  the  provisions  of this Article IX, the General  Partner shall
  not:
  
           (a)      Except as required by Section 9.4, act in contravention of 
  this Agreement;
  
           (b)      Act in any manner  which  would  make it  impossible to carry 
  on the  ordinary  business  of the Partnership;
  
           (c)      Confess a judgment against the Partnership;
  
           (d)      Possess Partnership  property,  or assign the Partner's right
  in specific  Partnership  property, for other than the exclusive benefit of the 
  Partnership;
  
           (e)      Admit a Person as a General Partner except as provided in this
  Agreement;
  
           (f)      Admit a Person as a Limited Partner except as provided in this
  Agreement;
  
           (g)      Violate any provision of the Mortgage Loan or Mortgage Note;
  
           (h)      Cause the Project apartment units to be rented to anyone other
  than Qualified Tenants;
  
           (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 Special  Limited
  Partner or the consent of the  Limited  Partner  unless the General  Partner has
  received the Consent of the Special Limited Partner.
  
                                         26
  <PAGE>
  
           Section 9.6  Restrictions  on  Authority  of General  Partner.  Without
  consent of the Special Limited Partner the General Partner shall not:
  
           (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)  Engage  in any  transaction  not  expressly  contemplated  by this
  Agreement in which the General  Partner has an actual or  potential  conflict of
  interest with the Limited Partner or the Special Limited Partner;
  
           (d)      Contract away the fiduciary duty owed to the Limited  Partner 
  and the Special  Limited Partner at common law;
  
           (e) 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;
  
           (f)  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  approved  by the  Special  Limited  Partner,  as provided in
  Section 14.3(i) hereof;
  
           (g)      Cause the merger or other reorganization of the Partnership; 
                    or
  
           (h)      Dissolve the Partnership.
  
           Section 9.7 Duties of 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
  
  
                                         27
  <PAGE>
  
  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 Tax
  Credits; (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 Tax Credits from the Agency;
  
           (f) Use its best  efforts  to keep the  Project  and  Project  dwelling
  units, in decent,  safe, sanitary and good condition,  repair and working order,
  ordinary use and obsolescence  excepted,  and make or cause to be made from time
  to time  all  necessary  repairs  thereto  (including  external  and  structural
  repairs) and renewals and replacements thereof;
  
           (g) Pay, before the same shall become  delinquent and before  penalties
  accrue thereon all Partnership taxes, assessments and other governmental charges
  against the  Partnership or its  properties,  and all of its other  liabilities,
  except to the extent and so long as the same are being  contested  in good faith
  by appropriate  proceedings in such manners as not to cause any material adverse
  effect  on  the  Partnership's   property,   financial   condition  or  business
  operations, with adequate reserves provided for such payments;
  
           (h)  Permit,  and cause the  Management  Agent to permit,  the  Special
  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,  Tax Credit  compliance  data and
  plans and  specifications  and deliver  copies  thereof and such  reports as may
  reasonably be required by the Special Limited Partner. The General Partner shall
  provide the Special 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 Apartment  Complex,  and it shall take no action with respect
  
  
                                         28
  <PAGE>
  
  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 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 only 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, such as expenses for advertising and promotion,  management,
  utilities,  repair and maintenance,  Insurance,  Partner communications,  legal,
  accounting, statistical and bookkeeping services, use of computing or accounting
  equipment,  travel and  telephone  expenses,  salaries  and direct  expenses  of
  Partnership  employees  while  engaged in  Partnership  business,  and any other
  operational and  administrative  expenses necessary for the prudent operation of
  the Partnership.  Without  limiting the generality of the foregoing,  "operating
  cash expenses" shall include fees paid by the Partnership to the General Partner
  or any  Affiliate of the General  Partner  permitted by this  Agreement  and the
  actual cost of goods,  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:
  
                                         29
  <PAGE>
  
                    (1)      No such  reimbursement  shall be permitted for 
  services for which the General Partner or any of its Affiliates is entitled to 
  compensation by way of a separate fee; and
  
                    (2) No  such  reimbursement  shall  be made  for  (A)  rent or
  depreciation,  utilities,  capital equipment or other such administrative items,
  and (B) salaries,  fringe  benefits,  travel  expenses and other  administrative
  items incurred or allocated to any  "controlling  person" of the General Partner
  or any  Affiliate  of the General  Partner.  For the  purposes  of this  Section
  9.8(b)(2),  "controlling  person"  includes,  but is not limited to, any Person,
  however titled,  who performs functions for the General Partner or any Affiliate
  of the General  Partner similar to those of: (i) chairman or member of the board
  of directors;  (ii) executive management,  such as president,  vice president or
  senior  vice  president,   corporate   secretary  or  treasurer;   (iii)  senior
  management,  such as the vice  president  of an  operating  division who reports
  directly  to  executive  management;  or (iv) those  holding  5% or more  equity
  interest in such General Partner or any such Affiliate of the General Partner or
  a person  having  the power to direct or cause  the  direction  of such  General
  Partner or any such  Affiliate  of the  General  Partner,  whether  through  the
  ownership of voting securities, by contract or otherwise.
  
           Section 9.9 General Partner Expenses. The General Partner or Affiliates
  of the  General  Partner  shall  pay  all  Partnership  expenses  which  are not
  permitted to be  reimbursed  pursuant to Section 9.8 and all expenses  which are
  unrelated to the business of the Partnership.
  
           Section  9.10  Other  Business  of  Partners.  Any  Partner  may engage
  independently or with others in other business  ventures wholly unrelated to the
  Partnership  business  of  every  nature  and  description,  including,  without
  limitation, the acquisition, development, construction, operation and management
  of real estate projects and developments of every type on their own behalf or on
  behalf of other  partnerships,  joint  ventures,  corporations or other business
  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   except  if   prohibited   under  a
  non-competition  agreement.  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
  and  will  be  true  during  the  term of this  Agreement,  to the  extent  then
  applicable:
  
                                         30
  <PAGE>
  
           (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 and the Special Limited Partner.
  
           (b) The  Partnership  Agreement  and the 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 the plans
  and  specifications of the Project that have been or shall be hereafter approved
  by MHDC, if required,  and all applicable  governmental  entities, as such plans
  and  specifications  may be changed  from time to time with the approval of MHDC
  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 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.
  
                                         31
  <PAGE>
  
           (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  and the
  Special 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
  must  promptly  notify the Limited  Partner and the Special  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) 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) The  Partnership  will  allocate  to the  Limited  Partner  and the
  Special  Limited  Partner the Projected  Annual Tax Credits and will allocate to
  the Original Limited Partner the Missouri Tax Credits.
  
           (p) 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
  
  
                                         32
  <PAGE>
  
  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) All accounts of the Partnership required to be maintained under the
  terms of the Project Documents,  including,  without limitation, any reserves in
  accordance with Article VIII hereof,  are currently  funded to required  levels,
  including levels required by any authority.
  
           (s) 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.
  
           (t) No event has occurred which constitutes a default under any of the
  Project Documents.
  
           (u) 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,
  that 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,  that 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.
  
           (v) No event or  proceeding,  including,  but not limited to, any legal
  actions or  proceedings  before any court,  commission,  administrative  body or
  other  governmental  authority,  and acts of any  governmental  authority having
  jurisdiction  over the zoning or land use laws  applicable  to the Project,  has
  occurred  the  continuing  effect of which  has:  (1)  materially  or  adversely
  affected the  operation of the  Partnership  or the Project;  (2)  materially or
  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 that
  the  foregoing  does not apply to matters of general  applicability  which would
  adversely affect the Partnership, the General Partner, Affiliates of the General
  
  
                                         33
  <PAGE>
  
  Partner  or the  Project  only  insofar  as they or any of them  are part of the
  general public.
  
           (w)  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 the  Special  Limited  Partner  and  which  in the
  aggregate  affect the ability of the Limited  Partner to obtain the  anticipated
  benefits of its investment in the Partnership.
  
           (x) The General Partner or acceptable guarantor, 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,  diminution in the value of its investment in
  the Partnership, 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  98.98% to the Limited  Partner,  .01% to the Special Limited Partner,
   .01% to the Original Limited Partner and 1% to the General Partner.
  
           Section  10.2  Allocations  From Sale or  Refinancing.  All  Income and
  Losses  arising  from a Sale or  Refinancing  shall  be  allocated  between  the
  Partners as follows:
  
           (a)      As to Income:
  
                    (1) First, an amount of Income equal to the aggregate negative
  balances  (if any) in the  Capital  Accounts  of all  Partners  having  negative
  Capital  Accounts  (prior to taking into account the Sale or Refinancing and the
  Distribution  of the related  Sale or  Refinancing  Proceeds,  but after  giving
  effect to  Distributions  of Cash Flow From  Operations and allocations of other
  Income  and  Losses  pursuant  to this  Article  X up to the date of the Sale or
  Refinancing) shall be allocated to such Partners in proportion to their negative
  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 Special Limited Partner's and the Original Limited Partner's
  positive Capital Account balance to an amount equal to its Capital Contribution,
  
  
                                         34
  <PAGE>
  
  shall be allocated to the Limited  Partner,  the Special Limited Partner and the
  Original Limited Partner, respectively;
  
                    (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  98.98%
  to the  Limited  Partner,  .01%  to the  Special  Limited  Partner,  .01% to the
  Original 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 or the
  Special Limited  Partner if and to the extent that such allocation  would create
  or increase an Adjusted  Capital  Account Deficit for the Limited  Partner,  the
  Special  Limited  Partner  or the  Original  Limited  Partner.  In the  event an
  allocation  of 98.98%  or .01% 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, the Special Limited
  Partner or the Original Limited Partner, respectively, then so much of the items
  of deduction other than projected depreciation shall be allocated to the General
  Partner  instead of the  Limited  Partner,  the Special  Limited  Partner or the
  Original  Limited  Partner as is  necessary  to allow the Limited  Partner,  the
  Special Limited Partner or the Original  Limited Partner to be allocated  98.98%
  and .01%, respectively,  of the items of Income and Project depreciation without
  creating or  increasing  an  Adjusted  Capital  Account  Deficit for the Limited
  Partner,  the Special Limited Partner or the Original Limited Partner,  it being
  the intent of the parties that the Limited Partner,  the Special Limited Partner
  and the Original  Limited  Partner  always shall be allocated  98.98%,  .01% and
   .01%,  respectively,  of the  items  of  Income  not  arising  from  a  Sale  or
  Refinancing   and  98.98%,   .01%  and  .01%,   respectively,   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
  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
  
  
                                         36
  <PAGE>
  
  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  98.98% to the Limited  Partner,  .01% to the Special Limited Partner,
   .01% to the Original Limited Partner and 1% to the General Partner.
  
           (f) Any  Partner  Nonrecourse  Deductions  for any fiscal year shall be
  specially  allocated  to the  Partner who bears the  economic  risk of loss with
  respect  to the  Partner  Nonrecourse  Debt to which  such  Partner  Nonrecourse
  Deductions are  attributable  in accordance  with Treasury  Regulations  Section
  1.704-2(i)(1).
  
           (g) To the  extent  an  adjustment  to the  adjusted  tax  basis of any
  Partnership  asset  pursuant to Code Section  734(b) or Code  Section  743(b) is
  required,  pursuant to Treasury Regulations Section  1.704-1(b)(2)(iv)(m)(2)  or
  Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital
  Accounts as the result of a distribution to a Partner in complete liquidation of
  his interest in the  Partnership,  the amount of such  adjustment to the Capital
  Accounts  shall be treated as an item of gain (if the  adjustment  increases the
  basis of the asset) or loss (if the  adjustment  decreases  such basis) and such
  gain or loss shall be specially  allocated to the  Partners in  accordance  with
  their  interests  in the  Partnership  in the event  that  Treasury  Regulations
  Section  1.704-1  (b)(2)(iv)(m)(2)  applies,  or to the  Partner  to  whom  such
  distribution   was  made  in  the  event  that  Treasury   Regulations   Section
  1.704-1(b)(2)(iv)(m)(4) applies.
  
           (h) To the extent the  Partnership  has  taxable  interest  income with
  respect to any  promissory  note pursuant to Section 483 or Section 1271 through
  1288 of the Code:
  
                    (1) Such interest  income shall be specially  allocated to the
  Limited Partner to whom such promissory note relates; and
  
                    (2) The amount of such interest  income shall be excluded from
  the  Capital  Contributions  credited  to  such  Partner's  Capital  Account  in
  
  
                                         37
  <PAGE>
  
  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.
  
           (o) The  Missouri Tax Credits  shall be allocated  100% to the Original
  Limited Partner.
  
           Section  10.4  Curative  Allocations.  The  allocations  set  forth  in
  Sections 10.2(c),  10.3(a),  10.3(b),  10.3(c),  10.3(d),  10.3(e), 10.3(f), and
  10.3(g)  hereof  (the  "Regulatory  Allocations")  are  intended  to comply with
  certain  requirements  of the  Treasury  Regulations.  It is the  intent  of the
  Partners  that, to the extent  possible,  all  Regulatory  Allocations  shall be
  offset either with other Regulatory  Allocations or with special  allocations of
  other items of Partnership  income,  gain,  loss, or deduction  pursuant to this
  Section 10.4.  Therefore,  notwithstanding any other provision of this Article X
  
  
                                         38
  <PAGE>
  
  (other than the Regulatory Allocations), with the Consent of the Special 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 Special 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  98.98% to the Limited  Partner,  .01% to the Special Limited Partner,
   .01% to the Original Limited Partner and 1% to the General Partner.
  
           (b) In the event Partnership investment tax credit property is disposed
  of during any taxable  year,  profits for such taxable year (and,  to the extent
  such  profits are  insufficient,  profits for  subsequent  taxable  years) in an
  amount  equal to the excess,  if any, of (1) the  reduction  in the adjusted tax
  basis (or cost) of such property  pursuant to Code Section  50(c),  over (2) any
  increase in the  adjusted  tax basis of such  property  pursuant to Code Section
  50(c) caused by the  disposition  of such  property,  shall be excluded from the
  profits allocated  pursuant to Section 10.1 and Section 10.2(a) hereof and shall
  instead be allocated among the Partners in proportion to their respective shares
  of such excess,  determined  pursuant to Section 10.3(i) and 10.3(j) hereof.  In
  the event more than one item of such property is disposed of by the Partnership,
  the foregoing  sentence shall apply to such items in the order in which they are
  disposed of by the  Partnership,  so the profits  equal to the entire  amount of
  such  excess  with  respect  to the first  such  property  disposed  of shall be
  allocated  prior to any  allocations  with  respect to the second such  property
  disposed of, and so forth.
  
           (c) For purposes of determining the Income,  Losses, or any other items
  allocable  to any  period,  Income,  Losses,  and any such other  items shall be
  determined  on a daily,  monthly,  or other basis,  as determined by the General
  Partner with the Consent of the Special Limited  Partner,  using any permissible
  method under Code Section 706 and the Treasury Regulations thereunder.
  
                                         39
  <PAGE>
  
           (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: 98.98%;
  Special  Limited  Partner:  .01%; Original Limited Partner: .01%; 
  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.
  
           (f) Tax Credits shall be allocated 98.98% to the Limited Partner, 1% to
  the  General  Partner,  .01% to the  Special  Limited  Partner  and  .01% to the
  Original Limited  Partner.  In the event there occurs a recapture of Tax Credits
  previously  allocated to the Partners,  the  responsibility for the recapture of
  such Tax Credits shall be allocated in accordance  with the  requirements of the
  Code and the Treasury  Regulations;  namely,  to the  Partners (if  permitted by
  applicable  law) who are or are deemed to be  Partners in the year in which such
  recapture  occurs,  in  accordance  with  their  interests  in the losses of the
  Partnership  for that year.  Missouri Tax Credits shall be allocated 100% to the
  Original Limited 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 with the Consent of the Special  Limited 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
  
  
                                         40
  <PAGE>
  
  in computing,  any Person's  Capital Account or share of Income,  Losses,  other
  items, or distributions pursuant to any provision of this Agreement.
  
           Section 10.7 Allocation Among Limited  Partners.  In the event that the
  Interest of the Limited  Partner  hereunder is at any time held by more than one
  Limited  Partner  all items  which are  specifically  allocated  to the  Limited
  Partner for any month pursuant to this Article X shall be apportioned among such
  Persons according to the ratio of their respective  profit-sharing  interests in
  the Partnership at the last day of such month.
  
           Section 10.8 Allocation Among General  Partners.  In the event that the
  Interest of the General  Partner  hereunder is at any time held by more than one
  General  Partner  all items  which are  specifically  allocated  to the  General
  Partner for any month pursuant to this Article X shall be apportioned among such
  Persons in such  percentages as may from time to time be determined by agreement
  among them without amendment to this Agreement or consent of the Limited Partner
  or Consent of the Special Limited Partner.
  
           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,  but only
  with  the  Consent  of  the  Special  Limited  Partner,  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,  but only with the  Consent of the  Special  Limited
  Partner, 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;
  
           (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;
  
                                         41
  <PAGE>
  
           (c)  To pay the Development Fee in accordance with the Development Fee 
  Agreement;
  
           (d) 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 (c) of
  this Section 11.1;
  
           (e) 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 (d) of this Section 11.1; and
  
           (f) 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 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 Special 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 Special Limited Partner in an amount equal to its 
  Capital Contribution;
  
           (f)      To the General Partner in an amount equal to its Capital 
  Contribution;
  
           (g)  To the Original Limited Partner in an amount equal to its Capital 
  Contribution; and
  
           (h)      Thereafter, 50% to the Limited Partner and 50% to the General 
  Partner.
  
                                         42
  <PAGE>
  
                                     ARTICLE XII
  
                                TRANSFERS OF LIMITED
                        PARTNER'S INTEREST IN THE PARTNERSHIP
  
           Section 12.1  Assignment  of Limited  Partner's  Interest.  The Limited
  Partner and Special  Limited  Partner  shall not have the right to assign all or
  any part of their  respective  Interests in the Partnership to any other Person,
  whether or not a Partner, except upon satisfaction of each of the following:
  
           (a) By a written  instrument in form and substance  satisfactory to the
  General  Partner  and its  counsel,  setting  forth the name and  address of the
  proposed transferee,  the nature and extent of the Interest which is proposed to
  be transferred  and the terms and conditions upon which the transfer is proposed
  to be made,  stating that the Assignee  accepts and agrees to be bound by all of
  the terms and provisions of this Agreement, and providing for the payment of all
  reasonable  expenses  incurred  by  the  Partnership  in  connection  with  such
  assignment,  including  but not limited to the cost of preparing  any  necessary
  amendment to this Agreement;
  
           (b)      Upon  consent  of the  General  Partner  to such  assignment,
  which  shall  not be  unreasonably withheld; and
  
           (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.
  
           (d) Notwithstanding the above, the Partners recognize,  acknowledge and
  consent to the assignment of the Original Limited Partner's Interest.
  
           THE LIMITED  PARTNERSHIP  INTEREST AND THE SPECIAL 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,  Special Limited Partner's Interest or the Original 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,  Special  Limited  Partner or  Original  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
  
  
                                         43
  <PAGE>
  
  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 or Special 
  Limited Partner.
  
           (a) An Assignee shall not have the right to become a substitute Limited
  Partner or substitute  Special  Limited Partner or substitute  Original  Limited
  Partner in place of his  assignor  unless  the  written  consent of the  General
  Partner to such  substitution  shall have been obtained,  which consent,  in the
  General Partner's absolute discretion, may be withheld.
  
           (b) A nonadmitted transferee of a Limited Partner's Interest or Special
  Limited  Partner's  Interest  or  Original  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,  Special  Limited Partner or
  Original 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  or
  substitute  Special Limited Partner or substitute  Original Limited Partner as a
  Substitute  Limited  Partner or substitute  Special  Limited Partner or Original
  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
  
  
                                         44
  <PAGE>
  
  adjudication of incompetency or insanity of a Limited Partner or Special Limited
  Partner or Original Limited Partner, such Partner's executors, administrators or
  legal  representatives shall have all the rights of a Limited Partner or Special
  Limited Partner or Original Limited Partner, as the case may be, 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 or substitute Special Limited Partners in the place of their respective
  predecessors-in-interest unless the General Partner shall so consent.
  
                                    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 Special Limited Partner, and,
  to the  extent  required,  of MHDC.  Withdrawal  shall be  conditioned  upon the
  agreement of the Special Limited  Partner to be admitted as a successor  General
  Partner,  or if  the  Special  Limited  Partner  declines  to be  admitted  as a
  successor  General  Partner  then on 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).
  
           Section 13.2 Removal of General Partner.
  
           (a)      The Special  Limited  Partner or the  Limited  Partner,  or 
  both of them,  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;
  
                                         45
  <PAGE>
  
                             (D)      Made personal use of Partnership funds or 
  properties;
  
                             (E)      Violated the terms of the Mortgage  Note,  
  and such  violation  prompts MHDC 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 
  Special  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 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 fire, 
  flood, earthquake or other act of God 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) Written  notice of the  removal  for cause of the  General  Partner
  shall be served by the Special Limited Partner or the Limited  Partner,  or both
  of them,  upon the General  Partner  either by certified or by registered  mail,
  return receipt  requested,  or by personal service.  Such notice shall set forth
  the reasons for the  removal,  if any, and the date upon which the removal is to
  become effective.
  
           (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.
  
                                         46
  <PAGE>
  
           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,  with the Consent of the Special Limited Partner,
  upon written notice to the party so terminated.
  
      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 and the Special 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  and the Special  Limited  Partner in  connection  with the
  transaction.
  
           The  following  additional  provisions  shall  apply in the  event of a
  Withdrawal:
  
           (a)  In  the  event  of  a  Withdrawal  which  is  not  an  Involuntary
  Withdrawal,  the  Withdrawing  General  Partner  shall have no further  right to
  receive any 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 Special
  Limited Partner),  or if there is no other general partner of the Partnership at
  that time, to the Special 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
  
  
                                         47
  <PAGE>
  
  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  Section  13.2(a)  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 Special 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 Special Limited Partner,  or, if they cannot
  agree,  by arbitration in accordance with the then current rules of the American
  Arbitration Association.  The cost of such arbitration shall be borne equally by
  the Withdrawing General Partner and the Partnership. The purchase price shall be
  paid  by  the   Partnership  by  delivering  to  the  General   Partner  or  its
  representative the Partnership's  non-interest bearing unsecured promissory note
  payable,  if at all, 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  Section  13.2(a)  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 Special Limited Partner of
  
  
                                         48
  <PAGE>
  
  such Withdrawal (the "Withdrawal Notice").  Whether or not the Withdrawal Notice
  shall have been sent as provided herein,  the Special Limited Partner shall have
  the right to become a successor  General  Partner  (and to become the  successor
  managing  General Partner if the Withdrawing  General Partner was previously the
  managing 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 Special  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 Special 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 Special  Limited  Partner to the admission of such Person
  as a substitute General Partner, which consent may be withheld in the discretion
  of the Special Limited Partner, shall have been given; and (c) such Person shall
  have executed and acknowledged any other  instruments  which the Special 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 or the Special Limited Partner's Interest in the Partnership.
  
           Section 13.6 Transfer of Interest. Except as otherwise provided herein,
  the General  Partner may not Withdraw  from the  Partnership,  or enter into any
  agreement  as the  result of which any Person  shall  become  interested  in the
  Partnership, without the Consent of the Special 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
  
  
                                         49
  <PAGE>
  
  of the  Partnership,  and no  valuation  shall be put thereon for the purpose of
  liquidation or distribution, or for any other purpose whatsoever.
  
                                     ARTICLE XIV
  
                            BOOKS AND ACCOUNTS, REPORTS,
                        TAX RETURNS, FISCAL YEAR AND BANKING
  
           Section 14.1 Books and Accounts.
  
           (a) The  General  Partner  shall  cause  the  Partnership  to keep  and
  maintain at its principal  executive  office full and complete books and records
  which shall include each of the following:
  
                    (1) a current list of the full name and last known business or
  residence address of each Partner set forth in alphabetical  order together with
  the Capital Contribution and the share in Income and Losses of each Partner;
  
                    (2) a copy of the  Certificate of Limited  Partnership and all
  certificates of amendment  thereto,  together with executed copies of any powers
  of attorney pursuant to which any certificate has been executed;
  
                    (3)      copies of the  Partnership's  federal,  state and 
  local income tax  information  returns and reports, if any, for the six most 
  recent taxable years;
  
                    (4)      copies of the original of this Agreement and all 
  amendments thereto;
  
                    (5)      financial statements of the Partnership for the six 
  most recent fiscal years; and
  
                    (6)      the  Partnership's  books and records  for at least 
  the  current  and past three  fiscal
  years.
  
           (b) Upon the request of the Limited Partner,  the General Partner shall
  promptly  deliver to the Limited Partner,  at the expense of the Partnership,  a
  copy of the information set forth in Section 14.1(a) above.  The Limited Partner
  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  and the Special  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.
  
                                         50
  <PAGE>
  
           (b) By March 1 of each calendar year the General  Partner shall send to
  the Limited Partner and the Special 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 and the Special Limited Partner a report as to the nature of the
  Sale or  Refinancing  and as to the  Income  and  Losses  for tax  purposes  and
  proceeds arising from the Sale or Refinancing.
  
           Section 14.3 Other  Reports.  The General  Partner  shall  provide to 
  the Limited  Partner and the Special 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 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
  
  
                                         51
  <PAGE>
  
  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) If the Project receives a reservation of LIHTC in one year but will
  not  complete  the  construction  and rent-up  until a later  year,  the General
  Partner  will  provide to the Limited  Partner by December 31 of the year during
  which the  reservation is received an audited cost  certification  together with
  the  accountant's  work papers  verifying that the  Partnership has expended the
  requisite 10% of the  reasonably  expected cost basis to meet the carryover test
  provisions of Section 42 of the Code;
  
           (f)  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;
  
           (g) A quarterly  report on operations,  in the form attached  hereto as
  Exhibit  "G",  due on or before  April 30 of each year for the first  quarter of
  operations,  July 31 of each year for the second quarter of operations,  October
  31 of each year for the third quarter of operations  and January 31 of each year
  for the fourth quarter of operations which shall include, but is not limited to,
  an  unaudited  income  statement  showing all  activity in the reserve  accounts
  required to be maintained pursuant to Section VIII of this Agreement,  statement
  of income and expenses,  balance sheet, rent roll as of the end of each calendar
  quarter of each year, and third party verification of current utility allowance;
  
           (h) By the annual  renewal  date of each and every  year,  an  executed
  original or certified  copy of each and every  Insurance  policy or  certificate
  required by the terms of this Agreement;
  
                                         52
  <PAGE>
  
           (i)      On or  before  March  15th of  each  calendar  year,  the  
  General  Partner's  updated  financial statement as of December 31 of the 
  previous year;
  
           (j) On or  before  November  1 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.  Such budget
  shall only be adopted with the Consent of the Special Limited Partner; and
  
           (k) Notice of the  occurrence,  or of the likelihood of occurrence,  of
  any event which has had or is likely to have 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 Section 14.2 within the time periods set forth  therein,  the
  General Partner,  using its own funds,  shall pay as damages the sum of $100 per
  day (plus interest at the rate  established by Section 6.3 of this Agreement) to
  the Limited Partner until such  obligations  shall have been  fulfilled.  If the
  General Partner does not fulfill its  obligations  under Section 14.3 within the
  time periods set forth therein, the General Partner,  using its own funds, shall
  pay as  damages  the  sum  of  $100.00  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
  
  
                                         53
  <PAGE>
  
  federal, state and local taxing authorities.
  
           Section 14.7 Fiscal Year. The fiscal year of the  Partnership  shall be
  the  calendar  year or such  other  period as may be  approved  by the  Internal
  Revenue Service for federal income tax purposes.
  
           Section 14.8 Banking.  All funds of the Partnership  shall be deposited
  in a separate  bank  account or accounts as shall be  determined  by the General
  Partner  with the  Consent  of the  Special  Limited  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,  with the  Consent  of the  Special  Limited
  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  Special  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;
  
           (b)      The sale of the  Project  and the  receipt  in cash of the 
  full  amount of the  proceeds  of such sale; or
  
           (c)      The written election to do so of the Limited Partner.
  
                                         54
  <PAGE>
  
           Notwithstanding   the  foregoing,   however,  in  no  event  shall  the
  Partnership  terminate  prior to the expiration of its term if such  termination
  would result in a violation of the Mortgage Note or any other  agreement with or
  rule or regulation of MHDC 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,  and the Partnership is
  prohibited  from such a  distribution  of  property  absent  the  Consent of the
  Special Limited Partner.
  
           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 Special 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 Special 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.
  
                                         55
  <PAGE>
  
           (c)      With respect to assets distributed in kind to the Partners in 
  liquidation or otherwise:
  
                    (1) unrealized  appreciation or unrealized depreciation in the
  values of such  assets  shall be deemed to be Income and Losses  realized by the
  Partnership  immediately prior to the liquidation or other  Distribution  event;
  and
  
                    (2) such Income and Losses  shall be allocated to the Partners
  in accordance with Section 10.2 hereof, and any property so distributed shall be
  treated as a Distribution  of an amount in cash equal to the excess of such Fair
  Market Value over the outstanding  principal  balance of and accrued interest on
  any debt by which the property is encumbered.
  
           (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 Special 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
  Special 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 and
  
  
                                         56
  <PAGE>
  
  Special  Limited  Partner  shall cease to be such and the General  Partner shall
  execute,  acknowledge  and cause to be filed those  certificates  referenced  in
  Section 15.6.
  
           Section  15.6  Certificates  of  Dissolution;  Certificate  of  
  Cancellation  of  Certificate  of Limited Partnership.
  
           (a) Upon the dissolution of the Partnership,  the General Partner shall
  cause to be filed in the office of, and on a form prescribed by the Secretary of
  State of the State, a certificate of dissolution. The certificate of dissolution
  shall set forth the Partnership's name, the Secretary of State's file number for
  the Partnership, the event causing the Partnership's dissolution and the date of
  the dissolution.
  
           (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
  Special  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 and the Special  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
  
                            THE ORIGINAL LIMITED PARTNER
  
           Section 17.1 Limited  Liability of the Original  Limited  Partner.  The
  Original  Limited  Partner  will  not be  personally  liable  for the  expenses,
  liabilities or obligations  of the  Partnership  beyond the amount of its agreed
  Capital Contribution to the extent not paid.
  
                                         57
  <PAGE>
  
           Section 17.2  Nonassessability  of Original Limited Partner's Interest.
  The interest of the Original Limited Partner in the Partnership is nonassessable
  and, upon payment of the Capital Contributions required pursuant to Section 7.5,
  will be fully paid.
  
           Section  17.3 No  Control of  Management.  Except as  provided  in this
  Agreement,  the  Original  Limited  Partner,  as such,  will  take no part in or
  interfere in any manner with the conduct or control of the Partnership  business
  and will have no right or authority to act for or bind the Partnership.
  
           Section 17.4 No  Withdrawal  of  Contributions.  The  Original  Limited
  Partner  does not have the right to withdraw or reduce its  contribution  to the
  capital of the Partnership except as provided by law or this Agreement.
  
           Section 17.5 No Right to Partition.  The Original  Limited Partner does
  not have the right to require the partition of Partnership property.
  
           Section 17.6 Original Limited Partner's Rights. The Original Limited 
  Partner is entitled:
  
           (a)      to all of the  rights  granted  to  limited  partners  by the 
  Act  not  inconsistent  with  this Agreement; and
  
           (b)      to all rights and powers of the Original Limited Partner as 
  set forth in this Agreement;
  
           In the event of the legal  disability of the Original  Limited Partner,
  its legal  representative  shall  have all the  rights of the  Original  Limited
  Partner hereunder.
  
           Section  17.7  Bankruptcy,  Insolvency,  Dissolution  or  Cessation  of
  Existence of the Original  Limited  Partner.  Upon the  bankruptcy,  insolvency,
  dissolution or other cessation of existence of the Original Limited Partner, its
  authorized  representative  will have all of the rights of the Original  Limited
  Partner for the purpose of effecting the orderly  winding up and  dissolution of
  its  business  and such  power as the  Original  Limited  Partner  possessed  to
  constitute a successor as an assignee of its interest in the  Partnership and to
  join with such assignee in substituting such assignee as a limited partner.
  
           Section 17.8 Outside  Activities of the Original Limited  Partner.  The
  Original  Limited  Partner and its  Affiliates and any Person holding a legal or
  beneficial  interest  in the  Original  Limited  Partner  may  engage or possess
  interests in other business ventures of every kind and description for their own
  account  including,  without  limitation,  the direct or indirect  ownership  or
  management of other real estate projects, developments or undertakings.  Neither
  the  Partnership nor any of the Partners shall have any rights by virtue of this
  
  
                                         58
  <PAGE>
  
  Agreement in such independent  business ventures or to income or profits derived
  therefrom.
  
           Section 17.9 Assignment of the Original Limited Partner's Partnership
  Interest.
  
           (a) The Original Limited Partner's  partnership interest is assignable,
  in whole or in part,  without the consent of the General Partner.  An assignment
  of a Original Limited Partner's  partnership  interest or a portion thereof with
  the consent of the General Partner shall  nevertheless  not be effective  unless
  and  until a fully  executed  copy of the  instrument  of  assignment  has  been
  received by the General Partner. Except as otherwise provided in Section 17.9(b)
  hereof and subject to the next  sentence,  an assignment  of a Original  Limited
  Partner's  partnership  interest or a portion  thereof  shall  nevertheless  not
  entitle the  assignee to become a partner of the  Partnership,  and the assignee
  shall only be entitled to receive,  in accordance with any agreement that it may
  have with the  assignor,  all or a portion of the Income  and  Losses,  items of
  income,  gain,  expense,  loss or credit and  distributions  of the  Partnership
  otherwise  allocable to the assignor in respect of such partnership  interest or
  portion  thereof,  and the assignee shall not have any other rights of a partner
  of the  Partnership,  under this  Agreement or  otherwise.  Notwithstanding  the
  preceding  sentence,  any such assignee  under an assignment as security for any
  indebtedness or obligation shall only be entitled to receive, in accordance with
  any  agreement  that it may have  with the  assignor,  all or a  portion  of the
  distributions of the Partnership  otherwise allocable to the assignor in respect
  of the Partnership interest or portion thereof assigned to such assignee, and it
  shall not have any rights of a partner of the Partnership whatsoever, under this
  Agreement or otherwise.
  
           (b)  If  there  is an  assignment  of  an  Original  Limited  Partner's
  partnership  interest or a portion thereof (other than an assignment as security
  referred to in the last sentence of Section  17.9(a)  hereof) the assignee shall
  be admitted to the Partnership as a limited  partner,  and the Original  Limited
  Partner whose partnership  interest or a portion thereof has been assigned shall
  cease to be a limited partner of the partnership, in respect of such partnership
  interest or portion thereof, if and when all of the following  requirements have
  been satisfied:
  
                    (1) The Original Limited Partner whose partnership interest or
  a portion  thereof has been  assigned (i) executes and delivers to the assignee,
  and delivers to the General  Partner an executed  copy of, a document  under the
  terms of which he states that it is his desire that the  assignee be admitted to
  the  Partnership as a limited  partner,  in the place and stead of such Original
  Limited Partner, in respect of such partnership interest or portion thereof, and
  (ii)  executes and delivers to the General  Partner such other  instruments  and
  documents  as the  General  Partner  shall  require,  in its sole  and  absolute
  
  
                                         59
  <PAGE>
  
  discretion,  which may  include,  but shall not  necessarily  be  limited  to, a
  document under the terms of which such Original Limited Partner acknowledges and
  agrees that it remains  liable to the  Partnership  for the  performance  of any
  obligations  that it may have to the  Partnership in respect of the  Partnership
  Interest or portion thereof so assigned;
  
                    (2) The assignee executes and delivers to the Original Limited
  Partner whose partnership interest or a portion thereof has been assigned to him
  (and if, for any reason, such Original Limited Partner is not the assignor under
  the assignment of the  partnership  interest or portion thereof to the assignee,
  the assignee also executes and delivers to the assignor under such  assignment),
  and delivers to the General  Partner an executed  copy of, a document  under the
  terms of which the assignee (i) accepts  such  assignment  and states that it is
  his desire that it be admitted to the Partnership as a limited  partner,  in the
  place and stead of such Original Limited Partner, in respect of such partnership
  interest or portion thereof,  (ii) assumes and agrees to perform the obligations
  of  such  Original  Limited  Partner  to the  Partnership  in  respect  of  such
  partnership interest or portion thereof, and (iii) agrees to be bound by, and to
  perform  the  provisions  of,  this  Agreement,  in respect  of the  partnership
  interest  or portion  thereof  assigned  to it; and the  assignee  executes  and
  delivers to the General  Partner such  instruments  and documents as the General
  Partner shall require,  which may include,  but shall not necessarily be limited
  to, a conformed counterpart of this Agreement; and
  
                    (3) The  General  Partner  consents  to the  admission  of the
  assignee to the Partnership as a limited partner,  which consent may be given or
  withheld for any reason or for no reason in the sole and absolute  discretion of
  the General Partner.
  
  The Original Limited Partner whose partnership interest or a portion thereof has
  been  assigned  shall  cease to be, and the  assignee  shall  become,  a limited
  partner of the  Partnership  in respect of the  partnership  interest or portion
  thereof so  assigned,  as of the date on which all of the  requirements  of this
  Section 17.9(b) have been satisfied.
  
           (c) The General Partner shall have the right, power and authority to do
  all things necessary or advisable,  in its judgment,  to effect the admission to
  the Partnership as a Original limited partner of any assignee who is entitled to
  be so admitted under the terms of Section 17.9(b) hereof.  The Original  Limited
  Partner  hereby  agrees (and each assignee who is entitled to be admitted to the
  Partnership  as a  limited  partner  shall be deemed  to have  agreed,  upon the
  execution  of the  instruments  referred to in Section  17.9(b)  hereof) that it
  shall,  at the request of the General  Partner,  execute and deliver any and all
  instruments and documents that the General  Partner  requests in connection with
  the  admission to the  Partnership  as a limited  partner of any assignee who is
  entitled to be so admitted under the terms of Section 17.9(b) hereof.
  
                                         60
  <PAGE>
  
                                    ARTICLE XVIII
  
                                    MISCELLANEOUS
  
           Section 18.1 Voting Rights.
  
           (a) The  Limited  Partner  shall have no right to vote upon any matters
  affecting the Partnership, except as provided in this Agreement. Notwithstanding
  the foregoing,  the Limited Partner may,  without the concurrence of the General
  Partner:
  
                    (1)      Approve  or  disapprove,  but,  except  as  otherwise
  expressly  provided  herein,  not initiate, the Sale or Refinancing of the 
  Project;
  
                    (2)      Remove the General  Partner and elect a substitute  
  General  Partner as provided in this Agreement;
  
                    (3)      Elect a successor General Partner upon the Withdrawal
  of the General Partner;
  
                    (4)      Approve or disapprove, but not initiate, the 
  dissolution of the Partnership; or
  
                    (5)      Subject to the provisions of Article XVI hereof, 
  amend this Agreement.
  
           (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  Special  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 18.2 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
  
  
                                         61
  <PAGE>
  
  provide the  written  notice of the meeting to all the  Partners,  which  notice
  shall  specify  the time and place of such  meeting  and the purpose or purposes
  thereof.  All meetings and actions of the Limited  Partner  shall be governed in
  all  respects,  including  matters  relating  to  notice,  quorum,  adjournment,
  proxies,  record  dates  and  actions  without  a  meeting,  by  the  applicable
  provisions of the Act, as it shall be amended from time to time.
  
           Section 18.3 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:    MBL DEVELOPMENT CO.
                                      1200 South Outer Road, Suite 401 
                                      Blue Springs, Missouri 64015
  
  
           To the Limited Partner:    WNC HOUSING TAX CREDIT FUND V, L.P.
                                      SERIES 4
                                      c/o WNC & Associates, Inc.
                                      3158 Redhill Ave., Suite 120
                                      Costa Mesa, CA   92626-3416
  
           To the Special
           Limited Partner:           WNC HOUSING, L.P.
                                      3158 Redhill Ave., Suite 120
                                      Costa Mesa, CA   92626-3416
  
           To the Original
           Limited Partner:           D. Kim Lingle
                                      1200 South Outer Road, Suite 401
                                      Blue Springs, Missouri 64015
  
           Section 18.4  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 18.5 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 18.6 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:
  
                                         62
  <PAGE>
  
                    (1)      A change in the name of the Partnership.
  
                    (2)      A change in the street address of the Partnership's 
  principal executive office.
  
                    (3) A change in the address,  or the Withdrawal,  of a General
  Partner,  or a change in the  address of the agent for  service of  process,  or
  appointment of a new agent for service of process.
  
                    (4)      The admission of a General Partner and that Partner's
  address.
  
                    (5) The  discovery  by the  General  Partner  of any  false or
  erroneous material statement contained in the Certificate of Limited Partnership
  or any amendment thereto.
  
           (b) The  Certificate  of  Limited  Partnership  may also be  amended in
  conformity with this Agreement at any time in any other respect that the General
  Partner determines.
  
           (c)  The  General  Partner  shall  cause  the  Certificate  of  Limited
  Partnership to be amended, when required or permitted as aforesaid,  by filing a
  certificate of amendment  thereto in the office of, and on a form prescribed by,
  the  Secretary of State of the State.  The  certificate  of amendment  shall set
  forth the  Partnership's  name,  the  Secretary  of State's  file number for the
  Partnership and the text of the amendment.
  
           Section 18.7  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  18.8  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 18.9 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 18.10 Tax Matters Partners.  All the Partners hereby agree that
  the Special Limited Partner shall be the "Tax Matters  Partner"  pursuant to the
  Code and in connection  with any audit of the federal  income tax returns of the
  Partnership;  provided,  however,  that if the  Special  Limited  Partner  shall
  
  
                                         63
  <PAGE>
  
  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.  The Limited Partner will make no claim against the
  Partnership  in respect of any action or  omission  by the Tax  Matters  Partner
  during such time as the Special Limited Partner acts as the Tax Matters Partner.
  
           Section 18.11  Expiration of Compliance Period.
  
           (a)  Notwithstanding  any provision  hereof to the contrary (other than
  this Section  18.11),  the Special  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 Special
  Limited  Partner in writing  with  respect to the terms and  conditions  of such
  offer,  and, if the Special  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 Special 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 Special  Limited Partner for its approval in the manner set forth in Section
  18.11(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 Special Limited Partner in its sole discretion  shall be withheld
  to any proposed sale,  then the Special  Limited Partner shall have the right at
  any time thereafter to obtain a buyer for the Project on terms acceptable to the
  Special  Limited  Partner (but not less  favorable to the  Partnership  than any
  proposed sale previously rejected by the Special Limited Partner).  In the event
  
  
                                         64
  <PAGE>
  
  that the Special 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.
  
           (c) A sale of the Project prior to the end of the Compliance Period may
  only  take  place if the  conditions  of  Section  42(j)(6)  of the Code (or any
  successor provision) will be satisfied upon such sale by having the purchaser of
  the Project post the required bond on behalf of the Partnership.
  
           Section  18.12  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 18.13 Entire Agreement.  This Agreement  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 18.14  Governing  Law. This  Agreement  and its  application  
  shall be governed by the laws of the State.
  
           Section  18.15  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 18.16 Receipt of  Correspondence.  The Partners  agree that the
  General  Partner  shall send to the  Limited  Partner  and the  Special  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 18.17 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.
  
  
                                         65
  <PAGE>
  
  
           IN WITNESS  WHEREOF,  this  Amended and  Restated  Agreement of Limited
  Partnership of LAMAR PLAZA APTS., L.P., a Missouri limited partnership,  is made
  and entered into as of the 14th day of January, 1997.
  
                                      GENERAL PARTNER
  
                                      MBL DEVELOPMENT CO.
  
                                      BY: ________________________________________
                                          D. KIM LINGLE,
                                          President
  
                                      ORIGINAL LIMITED PARTNER
  
  
                                      ----------------------------------------
                                      D. KIM LINGLE
  
                                      LIMITED PARTNER
  
                                      WNC HOUSING TAX CREDIT FUND V, L.P., 
                                      SERIES 4
  
                                      By:     WNC & ASSOCIATES, INC.
                                              General Partner
  
  
                                              By:      _________________________
                                                       John B. Lester, Jr.,
                                                       President
  
                                      SPECIAL LIMITED PARTNER
  
                                      WNC HOUSING, L.P.
  
                                      By:     WNC & ASSOCIATES, INC.
                                              General Partner
  
                                              By:      __________________________
                                                       John B. Lester, Jr.,
                                                       President
  
  
                                         66
  <PAGE>
  
  
  
  
  
                         EXHIBIT A TO PARTNERSHIP AGREEMENT
  
                                  LEGAL DESCRIPTION
  
  
  
  All of Lots Thirteen (13),  Fourteen (14),  Fifteen (15), Sixteen 16), Seventeen
  (17),  Eighteen (18),  Nineteen (19), Twenty (20),  Twenty-one (21),  Twenty-two
  (22),  Twenty-three (23), and Twenty-four (24), in WILSON MEADOW'S  SUBDIVISION,
  in the City of Lamar,  Mo.,  according to the recorded  plat  thereof;  SUBJECT,
  however,  to the  provisions  and terms of a certain City Zoning  Ordinance  No.
  1100.
  
  
  
                                        A-1
  <PAGE>
  
  
                         EXHIBIT B TO PARTNERSHIP AGREEMENT
  
  
                                FORM OF LEGAL OPINION
  
  
  ____________________________
  c/o WNC & Associates, Inc.
  3158 Redhill Avenue, Suite 120
  Costa Mesa, California  92626
  
  RE:      LAMAR PLAZA APTS., L.P.
  
  Ladies and Gentlemen:
  
           You have  requested  our  opinion  with  respect to certain  matters in
  connection  with  the  investment  by   _____________,   a  California   limited
  partnership   (the   "Limited   Partner")  in  LAMAR  PLAZA  APTS.,   L.P.  (the
  "Partnership"),   a  Missouri  limited   partnership  formed  to  own,  develop,
  (construct/-rehabilitate)   finance  and  operate  an   apartment   complex  for
  low-income persons (the "Apartment Complex") in Lamar, Barton County,  Missouri.
  The general  partner(s) of the  Partnership  (is/are) MBL  DEVELOPMENT  CO. (the
  "General Partner(s)").
  
           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.
  
  Based on the foregoing we are of the opinion that:
  
                                        B-1
  <PAGE>
  
           (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 Missouri.
  
           (c) The  Partnership is validly  existing under and subject to the laws
  of   Missouri    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  and the Special  Limited  Partner  have been
  admitted  to the  Partnership  as  limited  partners  of the  Partnership  under
  __________  law and are entitled to all of the rights of limited  partners under
  the Partnership Agreement.  Except as described in the Partnership Agreement, no
  person  is a  partner  of  or  has  any  legal  or  equitable  interest  in  the
  
  
                                        B-2
  <PAGE>
  
  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 nor the Special Limited Partner will have any liability for the Mortgage
  Note or the Mortgage Loan represented thereby (as those terms are defined in the
  Partnership Agreement, and the lender of the Mortgage Loan will look only to its
  security in the Apartment Complex for repayment of the Mortgage Loan.
  
           (j)      The Partnership owns a fee simple interest in the Apartment 
  Complex.
  
           (k) To the best of our actual knowledge and belief,  after due inquiry,
  the Partnership has obtained all consents, permissions,  licenses, approvals, or
  orders required by all applicable  governmental  or regulatory  agencies for the
  development,   [construction/rehabilitation]  and  operation  of  the  Apartment
  Complex, and the Apartment Complex conforms to all applicable Federal, state and
  local land use, zoning, health, building and safety laws, ordinances,  rules and
  regulations.
  
           (l) The Apartment Complex has obtained a preliminary reservation of low
  income housing tax credits ("LIHTC") from the State Agency. The final allocation
  of the LIHTC and ultimately  eligibility of the Apartment Complex for such final
  allocation are subject to a series of requirements  which must be met, performed
  or achieved at various times prior to and after such final allocation.  Assuming
  all  such  requirements  are met,  performed  or  achieved  at the time or times
  provided by applicable laws and regulations,  the Apartment Complex will qualify
  for LIHTC.
  
           All of the  opinions  set forth above are  qualified to the extent that
  the validity of any  provision of any agreement may be subject to or affected by
  applicable bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
  affecting the rights of creditors generally. We do not express any opinion as to
  the  availability  of any equitable or specific remedy upon any breach of any of
  the covenants,  warranties or other  provisions  contained in any agreement.  We
  have not examined,  and we express no opinion with respect to, the applicability
  of, or liability under, any Federal, state or local law, ordinance or regulation
  
  
                                        B-3
  <PAGE>
  
  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 LAMAR
  PLAZA APTS.,  L.P., a Missouri  limited  partnership  (the  "Partnership");  MBL
  DEVELOPMENT  CO.  (the  "General  Partner");  and D. KIM LINGLE  (the  "Original
  Limited Partner") for the benefit of WNC HOUSING TAX CREDIT FUND V, L.P., SERIES
  4, a California limited  partnership (the "Investment  Partnership"),  and WNC &
  ASSOCIATES, INC. ("WNC").
  
           WHEREAS, the Partnership  proposes to admit the Investment  Partnership
  as a limited  partner thereof  pursuant to an Amended and Restated  Agreement of
  Limited  Partnership  of  the  Partnership  (the  "Partnership  Agreement"),  in
  accordance with which the Investment  Partnership will make substantial  capital
  contributions to the Partnership; and
  
           WHEREAS,  the Investment  Partnership  and WNC have relied upon certain
  information  and  representations  described  herein in evaluating the merits of
  investment by the Investment Partnership in the Partnership;
  
           NOW, THEREFORE,  to induce the Investment Partnership to enter into the
  Partnership  Agreement and become a limited partner of the Partnership,  and for
  $1.00 and other good and  valuable  consideration,  the receipt and  adequacy of
  which are hereby  acknowledged,  the  Partnership,  the General  Partner and the
  Original  Limited  Partner  hereby  agree  as  follows  for the  benefit  of the
  Investment Partnership and WNC.
  
           1.       Representations,  Warranties  and  Covenants of the  
                    Partnership,  the General Partner and the Original Limited 
                    Partner
  
           The  Partnership,  the General Partner and the Original Limited Partner
  jointly  and  severally  represent,   warrant  and  certify  to  the  Investment
  Partnership  and WNC  that,  with  respect  to the  Partnership,  as of the date
  hereof:
  
                    1.1 The  Partnership is duly organized and in good standing as
  a limited  partnership  pursuant to the laws of the state of its formation  with
  full power and authority to own its apartment complex (the "Apartment  Complex")
  and conduct its business; the Partnership,  the General Partner and the Original
  Limited  Partner  have the power and  authority  to enter into and perform  this
  Certification  and Agreement;  the execution and delivery of this  Certification
  and Agreement by the  Partnership,  the General Partner and the Original Limited
  Partner  have been duly and validly  authorized  by all  necessary  action;  the
  execution and delivery of this  Certification and Agreement,  the fulfillment of
  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 and 
  the Special Limited Partner the  Projected  Annual Tax Credits and will allocate
  to the  Original  Limited  Partner the  Missouri  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
  
  
                                        C-2
  <PAGE>
  
  Form(s) 8609 with the Internal Revenue Service.
  
                    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.
  
                    1.13 No  General  Partner  is  related  in any  manner  to the
  Investment  Partnership,  nor is any General  Partner  acting as an agent of the
  Investment Partnership.
  
           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 , 199__.
  
  PARTNERSHIP
  
  LAMAR PLAZA APTS., L.P.
  
  
  
  MBL DEVELOPMENT CO.
  
  
  By:     ___________________________
           D. KIM LINGLE,
           President
  
  
  GENERAL PARTNER
  
  
  MBL DEVELOPMENT CO.
  
  
  By:     __________________________
           D. KIM LINGLE,
           President
  
  ORIGINAL LIMITED PARTNER
  
  
  By:     __________________________
           D. KIM LINGLE
  
  
  
                                        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 4  ("Limited  Partner")  by MBL  DEVELOPMENT  CO.,
  General  Partner of LAMAR PLAZA  APTS.,  L.P.,  a Missouri  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 and correct 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 and the Special Limited Partner.
  
           (b) The  Partnership  Agreement  and the 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 the plans
  and  specifications of the Project that have been or shall be hereafter approved
  by MHDC, if required,  and all applicable  governmental  entities, as such plans
  and  specifications  may be changed  from time to time with the approval of MHDC
  and any applicable governmental entities, if such approval shall be required.
  
                                        D-1
  <PAGE>
  
           (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 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  and the
  Special  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 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
  
  
                                        D-2
  <PAGE>
  
  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  must  promptly  notify the  Special  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) 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  and the
  Special  Limited  Partner the Projected  Annual Tax Credits and will allocate to
  the Original Limited Partner the Missouri Tax Credits.
  
           (p) 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) All accounts of the Partnership required to be maintained under the
  terms of the Project Documents,  including,  without limitation, any reserves in
  accordance with Article VIII hereof,  are currently  funded to required  levels,
  including levels required by any authority.
  
  
                                        D-3
  <PAGE>
  
  
           (s) 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.
  
           (t) No event has occurred  which  constitutes a material  default under
  any of the Project Documents.
  
           (u) 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,
  that 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,  that 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.
  
           (v) No event or  proceeding,  including,  but not limited to, any legal
  actions or  proceedings  before any court,  commission,  administrative  body or
  other  governmental  authority,  and acts of any  governmental  authority having
  jurisdiction  over the zoning or land use laws  applicable  to the Project,  has
  occurred  the  continuing  effect of which  has:  (1)  materially  or  adversely
  affected the  operation of the  Partnership  or the Project;  (2)  materially or
  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 that
  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.
  
           (w)  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 the  Special  Limited  Partner  and  which  in the
  aggregate  affect the ability of the Limited  Partner to obtain the  anticipated
  benefits of its investment in the Partnership.
  
                                        D-4
  <PAGE>
  
           (x) The General  Partner has and shall maintain a net worth equal to at
  least  $500,000  computed  in  accordance  with  generally  accepted  accounting
  principles.
  
           IN  WITNESS  WHEREOF,  the  undersigned  have set  their  hands to this
  General Partner Certification this day of 199__.
  
  
  MBL DEVELOPMENT CO.,
  General Partner
  
  
  By:  _________________________
       D. KIM LINGLE,
       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
  Lamar,  Barton County,  Missouri,  has prepared final working plans and detailed
  specifications for LAMAR PLAZA APTS., L.P., a Missouri limited  partnership (the
  "Partnership"),   between   _____________,   a  California  limited  partnership
  ("Limited  Partner") and the  Partnership  in connection  with the  construction
  [rehabilitation]  of  improvements  on certain real  property  located in Lamar,
  Barton County, Missouri (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 THE PARTNERSHIP
  
                             [ACCOUNTANT'S CERTIFICATE]
                              [Accountant's Letterhead]
  
  
  
  _______________, 199____
  
  
  __________________________
  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 _____________ (the "Limited Partner") of a
  limited  partnership  interest in LAMAR PLAZA APTS.,  L.P.,  a Missouri  limited
  partnership (the  "Partnership")  which owns a certain parcel of land located in
  Lamar,  Barton County,  Missouri 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:
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  <PAGE>
  
  
  
                            INITIAL TENANT CERTIFICATIONS
                                  PARTNERSHIP NAME
  (CONTINUED)
  
  Tenant                                                            Tenant
  Income       Income         Asset      Unit   Rent      Tenant    Utility
  Qualified Verification  Verification   Rent   Subsidy   Payment   Allowance
  
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  <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
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                                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
  -------------------------------------------------------------------------------
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  <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
  
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  <PAGE>
  
          Tenant              Tenant     Overall
  Utility   Gross   Maximum    Rent       Tenat
  Allow.    Rent    Rent    Qualified    Eligible
  
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                                    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 LAMAR PLAZA APTS.,  L.P., I hereby certify as to
  the following:
  
       1.  LAMAR  PLAZA  APTS.,   L.P.  owns  a  twenty-eight  (28)  unit  project
  ("Project") in Lamar, Barton County, Missouri.
  
       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
  Missouri 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)
                                        ------------  ------------   ------------
  
  
  (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 MBL  Development Co.  ("Developer")  and LAMAR
  PLAZA APTS., L.P., a Missouri 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 Lamar,  Barton
  County,  Missouri,  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 twenty-eight (28) 
  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 manager, 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 Missouri Housing  Development  Commission,
  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 MBL DEVELOPMENT CO.
  
           "Department" means the Missouri  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 Missouri  Housing  Development  Commission  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, 2004.
  
           2.2 Development Fee. In  consideration of Developer's  prior activities
  and agreement to provide development  services during the term of this Agreement
  
  
                                         2
  <PAGE>
  
  and the assignment of all  development  rights for the Project,  Owner agrees to
  pay the Developer a Development  Fee in the amount of $146,700.  The Development
  Fee shall be payable in  accordance  with  Section 3 of this  Agreement.  If the
  Development  Fee is not paid in full at the Permanent Loan Funding Date then the
  unpaid  portions  shall bear  interest at the rate equal to the 5-year  Treasury
  money rate in effect as of the Permanent Loan Funding Date.
  
           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)  Developer  has located,  negotiated  and closed on the purchase of the
  Real Property.
  
       (2) Developer has made an application for Tax Credits to the Department.
  
       (3) Developer has  negotiated,  conferred and worked with the Department to
  obtain a reservation of Tax Credits for the Owner on the Project.
  
       (4) Developer has  negotiated,  conferred and worked with the Department to
  obtain an allocation of Tax Credits for the Owner on the Project.
  
       (5) Developer has negotiated and conferred with the environmental  engineer
  to provide a full environmental evaluation of the Real Property.
  
       (6) Developer has negotiated and conferred with a market analyst to provide
  a full market feasibility study of the Project.
  
       (7) Developer has negotiated,  conferred and caused the Owner to execute an
  architectural contract for the planning and design of the Project.
  
       (8) Developer has created,  refined and analyzed the financial  projections
  for the Project.
  
       (9)  Developer  has  negotiated,  conferred,  and worked  with the  Project
  architects, engineers and Contractor with regard to preparation, refinement, and
  finalization  of the plans and  specifications  for the Project,  and  projected
  construction schedules and costs.
  
       (10)  Developer  has applied for zoning  approvals,  land use approvals and
  development permits necessary for the Project, and has conferred and worked with
  
  
                                         3
  <PAGE>
  
  the City of Lamar  planning and building  agencies with regard to such approvals
  and permits.
  
       (11) Developer has negotiated and conferred with the Construction Lender to
  obtain the Construction Loan.
  
       (12) 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 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.
  
                                         4
  <PAGE>
  
       (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 Lamar 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 LAMAR PLAZA
  APTS.,  L.P., 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.
  
                                      SECTION 3
                              DEVELOPMENT FEE PAYMENTS
  
           3.1  Services   Rendered  Prior  to  December  31,  1996.  The  Parties
  acknowledge  and agree that  Developer  has earned  the sum of  $__________  for
  services  rendered prior to December 31, 1996, 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 1996 income tax return.
  
                                         5
  <PAGE>
  
           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 LAMAR  PLAZA  APTS.,  L.P.,  a
  Missouri  limited  partnership  (said agreement is  incorporated  herein by this
  reference) but in no event later than December 31, 2004.
  
                                      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
  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
  
  
                                         6
  <PAGE>
  
  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:           MBL Development Co.
                             1200 South Outer Road, Suite 401
                             Blue Springs, Missouri 64015
  
  If to Owner:               LAMAR PLAZA APTS., L.P.
                             1200 South Outer Road, Suite 401
                             Blue Springs, Missouri 64015
  
  
           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
  Missouri  applicable to contracts made and wholly  performed  within Missouri by
  persons domiciled in Missouri.
  
                    (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.
  
                                         7
  <PAGE>
  
           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.
  
           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  Missouri
  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
  
  
                                         8
  <PAGE>
  
  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.
  
           IN WITNESS  WHEREOF,  the  Parties  have caused  this  Development  Fee
  Agreement to be executed as of ________________________, 1996.
  
  DEVELOPER:
  
                                              MBL Development Co.
  
  
                                              By:  ______________________________
                                                   D. Kim Lingle,
                                                       President
  
  OWNER:                              LAMAR PLAZA APTS., L.P.
  
                                              MBL DEVELOPMENT CO.
                                              General Partner
  
  
                                              By:  _____________________________
                                                   D. KIM LINGLE,
                                                   President
  
  
  
  
                                         9
  <PAGE>
  
  
                                      EXHIBIT A
  
  
  All of Lots Thirteen (13),  Fourteen (14),  Fifteen (15), Sixteen 16), Seventeen
  (17),  Eighteen (18),  Nineteen (19), Twenty (20),  Twenty-one (21),  Twenty-two
  (22),  Twenty-three (23), and Twenty-four (24), in WILSON MEADOW'S  SUBDIVISION,
  in the City of Lamar,  Mo.,  according to the recorded  plat  thereof;  SUBJECT,
  however,  to the  provisions  and terms of a certain City Zoning  Ordinance  No.
  1100.
  
  
  <PAGE>
  
  
                                 GUARANTY AGREEMENT
  
  
           FOR VALUE  RECEIVED,  the  receipt and  sufficiency  of which is hereby
  acknowledged, and in consideration of the agreement of MBL Development Co., (the
  "Developer") to permit deferral of the $146,700 due from LAMAR PLAZA APTS., L.P.
  a Missouri  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
  Missouri and shall be construed and governed under Missouri 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
  Missouri  and/or to the  jurisdiction  and venue of any United  States  District
  Court in the State of Missouri having  jurisdiction  over any action or judicial
  
  
                                         2
  <PAGE>
  
  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  Missouri,  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 _____________________, 1996.
  
  Signed, sealed and delivered                                  GUARANTOR:
  in the presence of:
  
  ____________________________                         MBL Development Co.
  Witness
                                                       --------------------------
  ____________________________                         D. Kim Lingle,
  Notary Public                                        President
  My Commission Expires:
                                                       Address for Guarantor:
  ----------------------------
                                                 1200 South Outer Road, Suite 401
                                                 Blue Springs, Missouri 64015
           (NOTARY SEAL)
  
  
  
                                         3
  <PAGE>
  
  
  
  
  
                        AMENDED AND RESTATED CERTIFICATE AND
  
                         AGREEMENT OF LIMITED PARTNERSHIP OF
  
                                   WOODLAND, LTD.
  
  
  <PAGE>
  
  
  
  
                                  TABLE OF CONTENTS
  
                                                                       Page
  
  
  I.       DEFINITIONS .........................................       1
  
           1.1      "Accountant" ...................................   1
           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"..........   2
           1.7      "Assignee" .....................................   2
           1.8      "Bankruptcy" or "Bankrupt"......................   2
           1.9      "Capital Account" ..............................   3
           1.10     "Capital Contribution" .........................   3
           1.11     "Cash Flow From Operations" ....................   3
           1.12     "Code" .........................................   4
           1.13     "Completion of Construction"....................   4
           1.14     "Compliance Period".............................   4
           1.15     "Consent of the Special Limited Partner"........   4         
           1.16     "Construction Contract".........................   4
           1.17     "Construction Loan" ............................   4         
           1.18     "Contractor" ...................................   4
           1.19     "Debt Service Coverage".........................   4
           1.20     "Deferred Management Fee".......................   5
           1.21     "Developer".....................................   5
           1.22     "Development Fee" ..............................   5
           1.23     "Distributions" ................................   5
           1.24     "Fair Market Value" ............................   5
           1.25     "First Year Certificate" .......................   6
           1.26     "General Partner" ..............................   6
           1.27     "Gross Asset Value" ............................   6
           1.28     "Hazardous Substance"...........................   7
           1.29     "Improvements"..................................   7
           1.30     "Incentive Management Fee"......................   7
           1.31     "Income and Losses".............................   7
           1.32     "Insurance" ....................................   8
           1.33     "Insurance Company" ............................   8
           1.34     "Interest" .....................................   9
           1.35     "Involuntary Withdrawal"........................   9
           1.36     "LIHTC".........................................   9
           1.37     "Limited Partner"...............................   9
           1.38     "Management Agent"..............................   9
           1.39     "Management Agreement"..........................   9
           1.40     "Minimum Set-Aside Test"........................   9
           1.41     "Mortgage" or "Mortgage Loan"...................   9
           1.42     "Mortgage Note".................................   10
           1.43     "Nonrecourse Deductions"........................   10
           1.44     "Nonrecourse Liability".........................   10
           1.45     "Operating Deficit" ............................   10
  
  
                                         i
  <PAGE>
  
           1.46     "Operating Deficit Guarantee Period"............   10
           1.47     "Operating Loans"...............................   10
           1.48     "Original Limited Partner" .....................   10
           1.49     "Partner" ......................................   10
           1.50     "Partner Nonrecourse Debt" .....................   10
           1.51     "Partner Nonrecourse Debt Minimum Gain" ........   10
           1.52     "Partner Nonrecourse Deductions" ...............   10
           1.53     "Partnership" ..................................   11
           1.54     "Partnership Minimum Gain" .....................   11
           1.55     "Permanent Mortgage Commencement" ..............   11
           1.56     "Person" .......................................   11
           1.57     "Project" ......................................   11
           1.58     "Project Documents" ............................   11
           1.59     "Projected Annual Tax Credits" .................   11
           1.60     "Projected Tax Credits" ........................   11
           1.61     "Qualified Tenants" ............................   11
           1.62     "Rent Restriction Test" ........................   11
           1.63     "Reporting Fee".................................   12
           1.64     "Revised Projected Tax Credits".................   12
           1.65     "Sale or Refinancing"...........................   12
           1.66     "Sale or Refinancing Proceeds" .................   12
           1.67     "Special Limited Partner".......................   12
           1.68     "State" ........................................   12
           1.69     "State Tax Credit Agency" ......................   12
           1.70     "Substitute Limited Partner" ...................   12
           1.71     "Tax Credit" ...................................   12
           1.72     "Tax Credit Conditions".........................   12
           1.73     "TRA 1986" .....................................   13
           1.74     "Treasury Regulations" .........................   13
           1.75     "Withdrawing" or "Withdrawal"...................   13
  
  II.      NAME ................................................       13
  
  III.     PRINCIPAL EXECUTIVE OFFICE/AGENT FOR SERVICE ........       13
  
           3.1      Principal Executive Office .....................   13
           3.2      Agent for Service of Process ...................   13
  
  IV.      PURPOSE .............................................       13
  
  V.       TERM ................................................       14
  
  VI.      GENERAL PARTNER'S CONTRIBUTIONS AND LOANS............       14
  
           6.1      Capital Contribution of General Partner.........   14
           6.2      Construction and Operating Obligations;
                      General Partner Loans.........................   14
           6.3      Other General Partner Loans.....................   15
  
  VII.     CAPITAL CONTRIBUTIONS OF LIMITED PARTNER.............       15
  
           7.1      Original Limited Partner........................   15
           7.2      Capital Contribution of Limited Partner.........   16
           7.3      Repurchase of Limited Partner's Interest........   17
  
                                         ii
  <PAGE>
  
           7.4      Reduction of Limited Partner's
                      Capital Contribution..........................   18
           7.5      Capital Contribution of Special Limited Partner.   20
           7.6      Return of Capital Contribution..................   20
           7.7      Liability of Limited Partner and Special
                    Limited Partner.................................   20
  
  VIII. WORKING CAPITAL AND RESERVES .......................           20
  
           8.1      Operation and Maintenance Reserve and
                    Replacement Reserve Account.....................   20
           8.2      Other Reserves..................................   20
  
  IX.      MANAGEMENT AND CONTROL ..............................       21
  
           9.1      Power and Authority of General Partner .........   21
           9.2      Payments to the General Partners and Others ....   21
           9.3      Specific Powers of the General Partner .........   23
           9.4      Authority Requirements..........................   24
           9.5      Limitations on General Partner's
                      Power and Authority ..........................   25
           9.6      Restrictions on Authority of General Partner....   26
           9.7      Duties of General Partner ......................   26
           9.8      Partnership Expenses ...........................   28
           9.9      General Partner Expenses .......................   29
           9.10     Other Business of Partners .....................   29
           9.11     Covenants, Representations and Warranties.......   30
  
  X.       ALLOCATIONS OF INCOME, LOSSES AND CREDITS ...........       33
  
           10.1     General ........................................   33
           10.2     Allocations From Sale or Refinancing............   33
           10.3     Special Allocations.............................   35
           10.4     Curative Allocations............................   37
           10.5     Other Allocation Rules..........................   38
           10.6     Tax Allocations:  Code Section 704(c)...........   39
           10.7     Allocation Among Limited Partners...............   39
           10.8     Allocation Among General Partners ..............   39
           10.9     Modification of Allocations ....................   40
  
  XI.      DISTRIBUTION ........................................       40
  
           11.1     Distribution of Cash Flow From Operations ......   40
           11.2     Distribution of Sale or Refinancing Proceeds....   41
  
  XII.     TRANSFERS OF LIMITED PARTNER'S INTEREST
           IN THE PARTNERSHIP...................................       41
  
           12.1     Assignment of Limited Partner's Interest .......   41
           12.2     Effective Date of Transfer .....................   42
           12.3     Invalid Assignment .............................   42
           12.4     Assignee's Rights to Allocations
                      and Distributions ............................   42
  
  
                                        iii
  <PAGE>
  
           12.5     Substitution of Assignee as Limited Partner
                    or Special Limited Partner......................   42
           12.6     Death, Bankruptcy, Incompetency, etc.
                      of a Limited Partner ........................... 43
  XIII. WITHDRAWAL, REMOVAL AND REPLACEMENT OF GENERAL
        PARTNER ............................................           43
  
           13.1     Withdrawal of General Partner ..................   43
           13.2     Removal of General Partner .....................   44
           13.3     Effects of a Withdrawal.........................   45
           13.4     Successor General Partner.......................   47
           13.5     Admission of Additional or Successor
                      General Partner ..............................   47
           13.6     Transfer of Interest ...........................   48
           13.7     No Goodwill Value...............................   48
  
  XIV.     BOOKS AND ACCOUNTS, REPORTS, TAX RETURNS,
           FISCAL YEAR AND BANKING .............................       48
  
           14.1     Books and Accounts .............................   48
           14.2     Accounting Reports .............................   49
           14.3     Other Reports ..................................   50
           14.4     Late Reports ...................................   52
           14.5     Annual Site Visits..............................   52
           14.6     Tax Returns.....................................   52
           14.7     Fiscal Year ....................................   52
           14.8     Banking ........................................   52
           14.9     Certificates and Elections .....................   52
  
  XV.      DISSOLUTION, WINDING UP, TERMINATION AND
           LIQUIDATION OF THE PARTNERSHIP ......................       53
  
           15.1     Dissolution of Partnership .....................   53
           15.2     Return of Capital Contribution upon
                      Dissolution ..................................   53
           15.3     Distributions of Assets ........................   54
           15.4     Deferral of Liquidation.........................   55
           15.5     Liquidation Statement ..........................   55
           15.6     Certificates of Dissolution; Certificate of
                      Cancellation of Certificate of Limited
                      Partnership ..................................   55
  
  XVI.     AMENDMENTS ..........................................       56
  
  XVII. MISCELLANEOUS ......................................           56
  
           17.1     Voting Rights ..................................   56
           17.2     Meeting of Partnership .........................   57
           17.3     Notices ........................................   57
           17.4     Successors and Assigns .........................   58
           17.5     Recording of Certificate of Limited
                    Partnership. ...................................   58
           17.6     Amendment of Certificate of Limited
                    Partnership ....................................   58
           17.7     Counterparts ...................................   59
  
  
                                         iv
  <PAGE>
  
           17.8     Captions .......................................   59
           17.9     Saving Clause...................................   59
           17.10 Tax Matters Partners...........................       59
           17.11 Expiration of Compliance Period................       59
           17.12 Number and Gender .............................       60
           17.13 Entire Agreement ..............................       60
           17.14 Governing Law .................................       60
           17.15 Attorney's Fees ...............................       60
           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 CERTIFICATE AND AGREEMENT
                              OF LIMITED PARTNERSHIP OF
                                   WOODLAND, LTD.
  
  
           THIS  AMENDED  AND  RESTATED   CERTIFICATE  AND  AGREEMENT  OF  LIMITED
  PARTNERSHIP  is being entered into effective as of the date written below by and
  between ACHR HOUSING CORPORATION as the general partner (the "General Partner"),
  WNC  HOUSING  TAX CREDIT  FUND V, L.P.,  SERIES 4 as the  limited  partner  (the
  "Limited  Partner"),  WNC  HOUSING,  L.P. as the special  limited  partner  (the
  "Special  Limited  Partner") and TERRY MOUNT as the withdrawing  limited partner
  (the "Original Limited Partner").
  
                                      RECITALS
  
           WHEREAS,   WOODLAND,   LTD.  ,  an  Alabama  limited  partnership  (the
  "Partnership")  recorded a certificate of limited  partnership  with the Alabama
  Secretary of State on April 9, 1996. A partnership agreement dated April 9, 1996
  was entered into by and between the General Partner and BONNIE A. RASMUSSEN, who
  has transferred  her entire interest in the partnership to the Original  Limited
  Partner with the consent of the General Partner.
  
           WHEREAS,  the Partners  desire to enter into this  Agreement to provide
  for,  among other things,  (i) the  continuation  of the  Partnership,  (ii) the
  admission of the Limited  Partner and the Special Limited Partner as partners of
  the  Partnership,  (iii)  the  liquidation  of the  Original  Limited  Partner's
  Interest in the  Partnership,  (iv) the payment of Capital  Contributions by the
  Limited  Partner and the Special  Limited  Partner to the  Partnership,  (v) the
  allocation of Income,  Losses,  Tax Credits and  distributions of Cash Flow From
  Operations and other cash funds of the  Partnership  among the Partners (vi) the
  respective  rights,  obligations and interests of the Partners to each other and
  to the Partnership, and (vii) certain other matters.
  
           WHEREAS,  the  Limited  Partner,  the Special  Limited  Partner and the
  General  Partner  desire  hereby to amend and restate  the  Limited  Partnership
  Agreement of the Partnership dated April 9, 1996.
  
           NOW, THEREFORE,  in consideration of their mutual agreements herein set
  forth,  the Partners  hereby agree to amend and restate the Agreement of Limited
  Partnership of WOODLAND, LTD. in its entirety to provide as follows:
  
                                      ARTICLE I
  
                                    DEFINITIONS
  
           Section 1.1 "Accountant" shall mean Edward G. Reifenberg,  CPA, 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  Special  Limited
  
  
                                         1
  <PAGE>
  
  Partner.  Notwithstanding  any provision of this Agreement to the contrary,  the
  Special Limited Partner shall have the discretion to dismiss the Accountants.
  
           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 98.99% 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
  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 "AHFA" shall mean the Alabama Housing Finance Authority,  a
  public corporation and instrumentality of the State of Alabama.
  
                                         2
  <PAGE>
  
           Section 1.8  "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  1.9  "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 1.0 "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  1.11  "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 7.6 of this  Agreement.  A loan to the  Partnership by a Partner shall not be
  considered a Capital Contribution.
  
           Section 1.12 "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,  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
  
  
                                         3
  <PAGE>
  
  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 1.13 "Code" shall mean the  Internal  Revenue Code of 1986,  as
  amended from time to time, or any successor statute.
  
           Section 1.14 "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 forty-two (42)  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  1.15  "Compliance  Period"  shall mean the period set forth in
  Section 42 (i)(1) of the Code, as amended, or any successor statute.
  
           Section 1.16 "Consent of the Special  Limited  Partner"  shall mean the
  prior written consent or approval of the Special Limited Partner.
  
           Section  1.17  "Construction  Contract"  shall  mean  the  construction
  contract in the amount of __________,  entered into between the  Partnership and
  the Contractor pursuant to which the Project is being constructed.
  
           Section  1.18  "Construction  Loan" shall  collectively  mean the loans
  obtained by the Partnership from:
  
           (a) Structured Employment Economic Development  Corporation (SEEDCO) in
  the principal amount of $250,000 at an interest rate equal to 6% per annum for a
  term of 12 months; and
  
           (b) Regions Bank in the  principal  amount of $950,000 with an interest
  rate that shall float with Regions  Financial  Corporation  Commercial Base Rate
  plus one percentage point for a term of 18 months.
  
           (c)  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  1.19  "Contractor"  shall mean Charter  Construction  Company,
  which is the general construction contractor for the Project.
  
           Section 1.20 "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,  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 1.21 "Deferred Management Fee" shall have the meaning set forth
  in Section 9.2(c) hereof.
  
           Section 1.22 "Developer" shall mean Alabama Council on Human Relations,
  Inc.
  
           Section 1.23  "Development Fee" shall mean the fee payable to
  the Developer pursuant to Section 9.2(a) of this Agreement for services incident
  to the  development  and  construction  of the  Project in  accordance  with the
  Development  Fee Agreement  between the  Partnership and the Developer dated the
  even date herewith and incorporated herein by this reference.
  
           Section 1.24  "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
  
  
                                         5
  <PAGE>
  
  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  1.25  "Excess Cash Flow" shall mean the amount by which actual
  rental plus other income exceed 1.4 times the total actual  operating  expenses,
  fees and debt service.
  
           Section  1.26 "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 1.27 "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 1.28 "General Partner" shall mean ACHR HOUSING  CORPORATION and
  such  other  Persons  as  are  admitted  to the  Partnership  as  additional  or
  substitute General Partners pursuant to this Agreement.
  
           Section  1.29 "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
  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  Special
  
  
                                         6
  <PAGE>
  
  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  1.29(d) to the extent the General  Partner  determines
  that  an  adjustment   pursuant  to  Section  1.29(b)  hereof  is  necessary  or
  appropriate in connection with a transaction  that would otherwise  result in an
  adjustment pursuant to this Section 1.29(d).
  
           If the Gross  Asset Value of an asset has been  determined  or adjusted
  pursuant to Section 1.29(a),  Section 1.29(b),  or Section 1.29(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  1.30  "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 1.31 "Improvements"  shall mean the construction of a forty-two
  (42) unit  apartment  complex  for  families  in a good and  workmanlike  manner
  substantially  in  accordance  with the plans  and  specifications  and  Project
  Documents.
  
       Section 1.32 "Incentive Management Fee" shall have the meaning set forth in
  Section 9.2(e) hereof. 
  
           Section  1.33 "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
  
  
                                         7
  <PAGE>
  
  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 1.33 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 1.33 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  1.29(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
  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,
  that if the  federal  income  tax  depreciation,  amortization,  or  other  cost
  recovery deduction for such year is zero,  depreciation shall be determined with
  
  
                                         8
  <PAGE>
  
  reference  to such  beginning  Gross  Asset Value  using any  reasonable  method
  selected by the General Partner.
  
           Section 1.34 "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  $2,500,000;  and shall
  include an umbrella liability coverage in an amount equal to $500,000 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  1.35  "Insurance  Company"  shall mean any  insurance  company
  engaged by the  General  Partner  for the  Partnership  with the  Consent of the
  Special Limited Partner which Insurance Company shall have an A rating or better
  for financial safety by A.M. Best or Standard & Poor's.
  
           Section 1.36 "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 1.37  "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 1.38 "Lease-Up Reserve" shall have the meaning set forth in Section
  8.2 hereof. 
  
           Section  1.39  "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 1.40 "Limited  Partner"  shall mean WNC HOUSING TAX CREDIT FUND
  V, L.P., SERIES 4, a California limited  partnership,  and such other Persons as
  are admitted to the  Partnership  as additional or Substitute  Limited  Partners
  pursuant to this Agreement.
  
           Section 1.41  "Management  Agent"  shall mean the  property  management
  company  which  oversees the property  management  functions for the Project and
  which is on-site at the Project.  The initial  Management Agent shall be Charter
  Property Management Company, Inc.
  
  
  
                                         9
  <PAGE>
  
           Section 1.42 "Management  Agreement"  shall mean the agreement  between
  the Partnership and the Management Agent for property management services.
  
           Section 1.43 "Minimum  Set-Aside  Test" shall mean the 40-60  set-aside
  test pursuant to Section  42(g),  as amended and any successor  thereto,  of the
  Code with  respect to the  percentage  of  apartment  units in the Project to be
  occupied  by  tenants  whose  incomes  are  equal to or less  than the  required
  percentage of the area median gross income. Notwithstanding, the General Partner
  has agreed  that 40% of the  apartment  units  will be rented to  tenants  whose
  income is 50% or less of the area median income as adjusted for family size.
  
           Section 1.44  "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 1.45 "Mortgage  Note" shall  collectively  mean the nonrecourse
  promissory notes whereby the Partnership promises to pay:
  
           (a) Regions Bank or its  successor or assignee,  the  principal  sum of
  $51,500 plus interest on the principal at 9.5% per annum over a term of 20 years
  and amortized over 240 months; and
  
           (b) Alabama Housing Finance Authority,  a public corporation and acting
  solely  as  the   administrator  of  the  State  of  Alabama's  HOME  Investment
  Partnerships Program ("HOME") or its successor or assignee, the principal sum of
  $1,245,000  plus  interest on the  principal at 0.5% per annum over a term of 20
  years and amortized over 240 months. Notwithstanding, the HOME Mortgage will not
  be  recourse  to the  Partnership  except for  environmental  cleanup,  fraud or
  misrepresentation,  or misapplication of insurance proceeds, condemnation awards
  or rents. In addition, any Excess Cash Flow from the Project for a calendar year
  shall be paid to AHFA by no later than  January 31  immediately  following  such
  calendar year to reduce the outstanding principal balance.
  
           Section 1.46  "Nonrecourse  Deductions" shall have the meaning given it
  in Treasury Regulations Section 1.704-2(b)(1).
  
           Section 1.47 "Nonrecourse Liability" shall have the meaning given it in
  Treasury Regulations Section 1.704-2(b)(3).
  
                                         10
  <PAGE>
  
           Section  1.48  "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).
  
           Section 1.49 "Operating Deficit Guarantee Period" shall mean the period
  commencing with the Completion of Construction and ending five years thereafter.
  
       Section 1.50 "Operating  Deficit  Reserve" shall have the meaning set forth
  in Section 8.3 hereof. 
  
           Section  1.51  "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 1.52  "Original Limited Partner" shall mean BONNIE A.RASMUSSEN.
  
           Section  1.53  "Partner"  shall mean the General  Partner,  the Limited
  Partner and the Special Limited Partner.
  
           Section  1.54  "Partner  Nonrecourse  Debt"  shall have the meaning set
  forth in Section 1.704-2(b)(4) of the Treasury Regulations.
  
           Section 1.55  "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 1.56 "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 1.57 "Partnership" shall mean the limited partnership continued
  under this Agreement.
  
           Section  1.58   "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).
  
                                         11
  <PAGE>
  
           Section 1.59  "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 1.60 "Person" shall mean an individual,  proprietorship, trust,
  estate, partnership,  joint venture, association,  company, corporation or other
  entity.
  
           Section 1.61 "Project" shall mean the  approximately  6.9 acres of land
  in Marion,  Perry  County,  Alabama,  as more  fully  described  in Exhibit  "A"
  attached hereto and incorporated herein by this reference, and the Improvements.
  
           Section 1.62 "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 1.63  "Projected  Annual Tax  Credits"  shall mean LIHTC in the
  amount of $36,804 for 1997, $220,821 per year for each of the years 1998 through
  2006, and $184,017 for 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 98.99% of the aggregate amount of LIHTC of $2,230,740
  to be available to the Partnership;  provided,  however,  that if the Actual Tax
  Credit for 1997 is greater (or less than) $36,804,  the Projected Tax Credit for
  the year 2007 shall be reduced (or  increased)  by an amount equal to the amount
  by which the Actual Tax Credit for 1997 exceeds (or is less than) $36,804.
  
       Section  1.64  "Projected  Tax Credits"  shall mean LIHTC in the  aggregate
  amount of $2,230,740. 
  
           Section  1.65  "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 1.66 "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 1.67 "Replacement Reserve Account" shall have the meaning set forth
  in Section 8.1 hereof. 
  
       Section  1.68  "Reporting  Fee" shall have the meaning set forth in Section
  9.2(d) hereof. 
  
                                         12
  <PAGE>
  
       Section 1.69  "Revised  Projected  Tax Credits"  shall have the meaning set
  forth in Section 7.4(a) hereof.
  
           Section  1.70 "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
  casualty at the Project or any part thereof,  a claim against a title  insurance
  company,  the  refinancing  or any Mortgage  Note or other  indebtedness  of the
  Partnership and any similar item or  transaction;  provided,  however,  that the
  payment of Capital  Contributions  by the Partners shall not be included  within
  the meaning of the term "Sale or Refinancing."
  
           Section  1.71  "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 1.72 "Special Limited Partner" shall mean WNC HOUSING,  L.P., a
  California  limited  partnership,  and such other Persons as are admitted to the
  Partnership as additional or substitute  Special  Limited  Partners  pursuant to
  this Agreement.
  
           Section 1.73 "State" shall mean the State of Alabama.
  
           Section 1.74 "State Tax Credit  Agency"  shall mean the state agency of
  Alabama which has the  responsibility  and authorization to administer the LIHTC
  program in Alabama.
  
           Section 1.75 "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 1.76 "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 1.77 "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 Tax  Credits or to avoid an event of
  recapture in respect of the Tax Credits.
  
           Section 1.78 "TRA 1986" shall mean the Tax Reform Act of 1986.
  
                                         13
  <PAGE>
  
           Section  1.79  "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 1.80  "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.
  
  
                                     ARTICLE II
  
                                        NAME
  
           The name of the Partnership shall be "WOODLAND, LTD."
  
  
                                     ARTICLE III
  
                    PRINCIPAL EXECUTIVE OFFICE/AGENT FOR SERVICE
  
           Section 3.1 Principal  Executive Office. The principal executive office
  of the Partnership is located at 319 W. Glenn, Auburn, Alabama 36830, 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 name of the agent 
  for  service  of  process  on the Partnership is Nancy S. Spears, whose address 
  is 319 W. Glenn, Auburn, Alabama 36830.
  
  
                                     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.
  
  
                                         14
  <PAGE>
  
                                      ARTICLE V
  
                                        TERM
  
           The  Partnership  term commenced upon the filing of the  Certificate of
  Limited  Partnership  in the  office  of,  and on the form  prescribed  by,  the
  Secretary  of State of the State,  and shall  continue  until  December 31, 2050
  unless terminated earlier in accordance with the provisions of this Agreement or
  as otherwise provided by law.
  
  
                                     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 of  $41,400  or as
  increased pursuant to Section 6.2 below.
  
        Section 6.2 Construction and Operating Obligations; General Partner Loans.
  
           (a) The General  Partner  shall cause  Completion  of  Construction  in
  accordance with the Project Documents,  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 be treated as a Capital  Contribution.  In addition,  if (1)
  the Improvements  are not completed on or before December 31, 1997  ("Completion
  Date")  (which  date  may be  extended  (i) for up to  ninety  (90)  days in the
  discretion of the General Partner,  provided that for each such day's extension,
  the  Capital  Contribution  obligation  of the  Limited  Partner  under  Section
  7.2(b)(7)   shall  be  reduced  by  subtracting   the  product  of  the  Capital
  Contribution  therefore  actually  contributed to the Partnership by the Limited
  Partner  multiplied by 0.000411 (i.e., 15% per annum divided by 365), or (ii) in
  the event of force majeure  provided that in no event shall any extension be for
  longer  than  three  months  from the  Completion  Date.  For  purposes  of this
  Agreement  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);  (2) prior to completing
  the  Improvements,  there is an  uncured  default  under or  termination  of the
  Construction Loan, Mortgage Loan commitment, or other material documents; or (3)
  a foreclosure action is commenced against the Partnership,  then, subject to the
  
  
                                         15
  <PAGE>
  
  notice and cure  provided  below,  at the Special  Limited  Partner's  election,
  either the General  Partner will be removed from the Partnership and the Special
  Limited Partner will be admitted as successor General Partner, all in accordance
  with Article XIII hereof,  or the General  Partner will repurchase the Interests
  of the Limited  Partner and the Special  Limited  Partner for an amount equal to
  the  amounts  theretofore  paid by the Limited  Partner and the Special  Limited
  Partner,  and the Limited  Partner and the Special 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 60 days after the General Partner receives written
  demand from the Limited  Partner.  Notwithstanding  the  foregoing,  the General
  Partner  shall have  thirty  (30) days after  written  notice  from the  Special
  Limited Partner during which it may cure, to the reasonable  satisfaction of the
  Special Limited Partner, any default under clauses (2) or (3) above.
  
           (b) During the Operating Deficit Guarantee Period, the General Partner,
  as  required  from  time to time,  shall  provide  Operating  Loans  in  amounts
  necessary  to  cover  any  Operating  Deficits.  Each  Operating  Loan  shall be
  nonrecourse to the Partners,  and shall be repayable out of 50% of the available
  Cash Flow From  Operations or 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 Special  Limited
  Partner,  the General  Partner may loan to the  Partnership any sums required by
  the  Partnership  and not  otherwise  reasonably  available to it. 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 Special 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
  
  
                                         16
  <PAGE>
  
  General Partner and such advance will be classified as a General Partner Capital
  Contribution.
  
  
                                     ARTICLE VII
  
                      CAPITAL CONTRIBUTIONS OF LIMITED PARTNER
                             AND SPECIAL LIMITED PARTNER
  
           Section 7.1 Original Limited Partner. The Original Limited Partner made
  a Capital Contribution of $1.00. 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 $1,347,008, as may be
  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;
  
                    (4) prior to each  Capital  Contribution  payment from Section
  7.2(b)(1)  through and including 7.2(b) (4) the General Partner shall deliver to
  the  Limited  Partner  copies  of all  inspecting  architect's  application  and
  certificate  of payment (AIA Document  G702,  or similar form  acceptable to the
  
  
                                         17
  <PAGE>
  
  Limited  Partner),  all  Construction  Loan  draw  requests  and a  copy  of the
  construction schedule and any updates to the construction schedule;
  
                    (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 the recorded grant deed (warranty deed);
  
                    (6) prior to the Capital  Contribution  payment  referenced in
  Section  7.2(b)(5) 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 General Partner, verifying each tenant's eligibility as
  a Qualified Tenant; and
  
                    (7) prior to the Capital  Contribution  payment  referenced in
  Section  7.2(b)(6) 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,  and any
  documents  previous 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) $159,864 shall be payable upon  admittance of the Limited  Partner into
  the  Partnership,  provided the  provisions of Section  7.2(a) of this Agreement
  have been met;
  
       (2)  $171,397  shall be payable  upon 25%  Completion  of  Construction  as
  evidenced by the inspecting architect's  certification and the Construction draw
  request,  provided the  provisions of Section 7.2(a) of this Agreement have been
  met;
  
       (3)  $390,672  shall be payable  upon 50%  Completion  of  Construction  as
  evidenced by the inspecting architect's  certification and the Construction draw
  request,  provided the  provisions of Section 7.2(a) of this Agreement have been
  met;
  
       (4) $352,952 shall be payable:
  
       (A)  upon  Completion  of  Construction  as  evidenced  by  the  inspecting
  architect's  certification in a form substantially  similar to the form attached
  hereto as Exhibit "E" and incorporated herein by this reference;
  
                                         18
  <PAGE>
  
       (B) the issuance to the Partnership of a permanent certificate of occupancy
  (or equivalent evidence of local occupancy approval) for all units;
  
       (C) receipt of a letter from the Contractor  stating all amounts payable to
  the  Contractor  have  been  paid in full  and that  the  Partnership  is not in
  violation of the Construction Contract; and
  
       (D) verification that the Partnership has obtained Insurance; provided
  
       (E) the provisions of Section 7.2(a) of this Agreement have been met;
  
       (5) $16,603 shall be payable:
  
       (A) the date the Project  maintains a Debt Service  Coverage of 1.15 for 90
  consecutive days;
  
       (B) delivery to the Limited Partner of tenant income  verification  data to
  determine that 100% of the units in the Project  qualify under Section 42 of the
  Code;
  
       (C) all Mortgage Notes, Mortgage Loans and Project Documents; and
  
       (D) and delivery to the Limited  Partner of an ALTA Owner's Title Insurance
  Policy; provided
  
       (E) the provisions of Section 7.2(a) of this Agreement have been met;
  
       (6) $127,760 shall be payable upon the Limited Partner's receipt of:
  
       (A) the IRS Form 8609;
  
       (B) the first year tax return in which Tax Credits are taken; and
  
       (C) the Accountant's  Certification in a form substantially  similar to the
  form attached hereto as Exhibit "F" and  incorporated  herein by this reference;
  provided
  
       (D) the provisions of Section 7.2(a) of this Agreement have been met; and
  
                    (7)  $127,760  shall be  payable  one year after all the above
  requirements  have been met,  provided the  provisions of Section 7.2(a) of this
  Agreement have been met.
  
           Section 7.3 Repurchase of Limited  Partner's  Interest.  Within 60 days
  after the General  Partner  receives  written  demand  from the Limited  Partner
  and/or the Special Limited Partner, the Partnership shall repurchase the Limited
  
  
                                         19
  <PAGE>
  
  Partner's  Interest  and/or  the  Special  Limited  Partner's  Interest  in  the
  Partnership  by  refunding  to it  in  cash  the  full  amount  of  the  Capital
  Contribution  which the Limited  Partner and/or the Special  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 the Completion Date;
  
       (c) achieve 90%  occupancy of the Project by  Qualified  Tenants by 60 days
  after the Completion Date;
  
       (d) obtain  Permanent  Mortgage  Commencement  by March 31, 1998;  provided
  that,  such date may be extended by up to ninety (90) days, in the discretion of
  the General Partner,  provided that for each such day's  extension,  the Capital
  Contribution  obligation of the Limited Partner under Section 7.2(b)(7) shall be
  reduced  by  subtracting  the  product  of the  Capital  Contribution  therefore
  actually  contributed to the  Partnership by the Limited  Partner  multiplied by
  0.000411 (i.e., 15% per annum divided by 365);
  
           (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
  
           (f) file  all  necessary  documents  in  order  to  obtain a  carryover
  allocation,  within the  meaning  of Section 42 of the Code,  from the State Tax
  Credit Agency on or before December 31, 1996.
  
           Section 7.4 Reduction of Limited Partner's Capital Contribution.
  
           (a) If the anticipated  amount of Projected Tax Credits to be allocated
  to the Limited  Partner and Special  Limited  Partner as  evidenced  by IRS Form
  8609,  Schedule A  thereto,  and the  audited  construction  cost  certification
  provided to the Limited Partner is less than $2,208,433 (the "Revised  Projected
  Tax Credits") then the Limited  Partner's and Special Limited  Partner's Capital
  Contribution  provided for in Section 7.2 and Section 7.5 respectively  shall be
  reduced by the amount which will make the total Capital  Contribution to be paid
  by the Limited Partner and Special  Limited Partner to the Partnership  equal to
  61% of the Revised  Projected Tax Credits so  anticipated to be allocated to the
  Limited Partner and Special Limited Partner.
  
           (b) The General  Partner is  required  to use its best  efforts to rent
  100% of the  Project's  apartment  units to  Qualified  Tenants  throughout  the
  Compliance Period. If at any time during the first five calendar years following
  the year in which the  Project is placed in  service,  the Actual Tax Credit for
  
  
                                         20
  <PAGE>
  
  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),  then the
  amount of the reduction shall be applied to the next Capital  Contribution  owed
  by the Limited Partner or the Special 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 or the Special
  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  or  Special  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 or the Special  Limited  Partner within
  ninety days of the General Partner  receiving notice of the Reduction  Shortfall
  from the Limited Partner and/or the Special 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(d) at the
  rate equal to the 5-year Treasury money rate at the time of the Credit Shortfall
  Loan,  or, if lesser,  the maximum  legal rate.  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) resulting in a recapture of Tax Credits previously claimed,  then,
  in  addition  to any other  payments  to which the  Limited  Partner and Special
  Limited  Partner is  entitled  under the terms of this  Section  7.4 the General
  Partner shall pay to the Limited Partner and the Special Limited Partner the sum
  
  
                                         21
  <PAGE>
  
  of (1) the deficiency  assessed  against the Limited  Partner or Special Limited
  Partner as a result of the Tax Credit recapture,  (2) any interest and penalties
  imposed on the Limited  Partner or Special  Limited Partner with respect to such
  deficiency,  and (3) an amount  sufficient to pay any tax liability  owed by the
  Limited  Partner or Special  Limited  Partner  resulting from the receipt of the
  amounts specified in (1) and (2).
  
           Section  7.5  Capital  Contribution  of Special  Limited  Partner.  The
  Special Limited Partner shall make a Capital Contribution of $136 at the time of
  the  Limited  Partner's  Capital  Contribution  payment  referenced  in  Section
  7.2(b)(1).  The Special  Limited  Partner shall be in a different class from the
  Limited  Partner and,  except as otherwise  expressly  stated in this Agreement,
  shall not  participate in any rights  allocable to or exercisable by the Limited
  Partner under this Agreement.
  
           Section  7.6  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 Special  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  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 7.7 Liability of Limited Partner and Special  Limited  Partner.
  The Limited  Partner and Special  Limited Partner shall not be liable for any of
  the debts, liabilities,  contracts or other obligations of the Partnership.  The
  Limited Partner and Special 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.
  
                                         22
  <PAGE>
  
                                    ARTICLE VIII
  
                            WORKING CAPITAL AND RESERVES
  
           Section  8.1  Replacement   Reserve  Account.   The  Partnership  shall
  establish and maintain a Replacement  Reserve  Account in the minimum  amount of
  $73,500.  The  Replacement  Reserve  Account  shall be interest  bearing and all
  interest  shall remain in said account until the maturity of the Mortgage  Note.
  The Partnership  may open the  Replacement  Reserve Account with an initial lump
  sum  contribution  and/or  make  monthly   contributions   commencing  upon  the
  Completion Date in the minimum amount of $875 per month until the minimum amount
  is reached.  Thereafter,  the Partnership  shall not be required to continue the
  monthly  deposits as long as the minimum  balance is maintained.  If the balance
  falls  below the  minimum  balance  then the  Partnership  shall  replenish  the
  Replacement  Reserve Account to the minimum amount. Any balance remaining in the
  Replacement  Reserve  Account  upon  maturity  of the  Mortgage  Note  shall  be
  distributed equally between the General Partner and Limited Partner.
  
           Section  8.2  Lease-up  Reserves.  A Lease-Up  Reserve in the amount of
  $41,062 shall be established at Permanent Mortgage Commencement. If any Lease-Up
  Reserve is expended the  Partnership  must  replenish the account to the minimum
  amount of $41,062.  When the  Project  obtains  95%  occupancy  the funds in the
  Lease-Up Reserve shall be transferred to the Operating Deficit Reserve.
  
           Section 8.3 Operating  Deficit Reserve.  The Operating  Deficit Reserve
  shall  be used  for  operating  expenses  and  debt  service  if and only if the
  Operating  Deficit  Guarantee Period has expired and the net operating income of
  the  Project  falls  below  $5,932.  If any of the  Reserves  are  expended  the
  Partnership  shall  replenish the account to the minimum amount of $41,062.  The
  Partnership may replenish this account by making a lump sum contribution or make
  monthly  contributions  equal to 1/6th of the amount  expended until the minimum
  amount is reached.
  
           Section 8.4 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.
  
                                         23
  <PAGE>
  
                                     ARTICLE IX
  
                               MANAGEMENT AND CONTROL
  
           Section  9.1 Power and  Authority  of General  Partner.  Subject to the
  receipt of Consent of the Special  Limited Partner or the 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.  If there is
  more than one General  Partner,  all acts,  decisions or consents of the General
  Partners  shall  require  the  concurrence  of all of the General  Partners.  No
  actions taken without the  authorization  of all the General  Partners  shall be
  deemed valid actions taken by the General  Partners  pursuant to this Agreement.
  No Limited  Partner or Special  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  $267,400.  The  Development  Fee shall  first be paid from  available
  proceeds in accordance  with Section 9.2(b) of this Agreement and if not paid in
  full then the  Development  Fee will be paid in accordance  with the Development
  Fee Agreement.
  
           (b) Notwithstanding the preceding, the Partnership shall retain the sum
  of $1,347,144  from the Capital  Contributions  paid pursuant to Sections 7.2(b)
  and  7.5 of  this  Agreement  to be  used  for  supplemental  development  costs
  including,  but not  limited  to, land  costs,  architectural  fees,  survey and
  engineering  costs,  financing costs,  loan fees,  Replacement  Reserve Account,
  Lease-Up Reserve, 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.
  
                                         24
  <PAGE>
  
           (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,  and the  execution  or  renewal  of any  Management
  Agreement shall be subject to the prior Consent of the Special Limited  Partner.
  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 dismiss the Management  Agent at
  the  request  of the  Special  Limited  Partner,  subject  to the  terms  of any
  agreement with the Management Agent.
  
                    (2) The  appointment  of any  successor  Management  Agent  is
  subject to the Consent of the Special  Limited  Partner which may only be sought
  after the  General  Partner  has,  to the best of its  knowledge,  provided  the
  Special  Limited  Partner  accurate  and  complete  information  respecting  the
  proposed Management Agent.
  
           (d)  The  Partnership  shall  pay to the  Limited  Partner  a fee  (the
  "Reporting  Fee")  commencing  in  1998  equal  to  30% of the  Cash  Flow  From
  Operations but in no event less than $1,200 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 $1,200,  the unpaid portion  thereof shall accrue 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
  
  
                                         25
  <PAGE>
  
  following each calendar year and shall be payable from Cash Flow From Operations
  in the  manner  and  priority  set  forth  in  Section  11.1.  If the  Incentive
  Management  Fee is not paid in any year it  shall  not  accrue  for  payment  in
  subsequent years.
  
           Section 9.3 Specific Powers of the General Partner.
  
           Subject to the other provisions of this Agreement,  the General Partner
  shall have the following powers:
  
           (a) In the  Partnership's  name and on its behalf,  the General Partner
  may hold,  sell,  transfer,  lease or otherwise deal with any real,  personal or
  mixed property,  interest therein or appurtenance thereto in accordance with the
  purpose of this Agreement as indicated in Article IV hereto;
  
           (b) In the  Partnership's  name and on its behalf,  the General Partner
  may employ,  contract and otherwise deal with, from time to time,  Persons whose
  services  are  necessary  or  appropriate  in  connection  with  management  and
  operation  of  the  Partnership   business,   including,   without   limitation,
  contractors,  agents, brokers,  Accountants and Management Agents (provided that
  the selection of any Accountant or Management  Agent has received the Consent of
  the Special 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;
  
                                         26
  <PAGE>
  
           (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 use its best  efforts to  operate  the
  Project and shall use its best efforts to cause the  Management  Agent to manage
  the Project in such a manner that the Project  will be eligible to receive a Tax
  Credit 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  Special  Limited  Partner  under  Section  42 of the Code to  allow  the
  Partnership  or its  Partners  to claim the Tax  Credit,  to file Form 8609 with
  respect to the Project as required,  for at least the duration of the Compliance
  Period to  operate  the  Project  and cause the  Management  Agent to manage the
  Project so as to comply  with the  requirements  of  Section 42 of the Code,  as
  amended, or any successor thereto,  including, but not limited to, Section 42(g)
  and Section 42(i)(3) of the Code, as amended, or any successors thereto, to make
  all  certifications  required by Section 42(l) of the Code,  as amended,  or any
  successor thereto,  and to operate the Project and cause the Management Agent to
  manage the Project so as to comply with all other Tax Credit Conditions.
  
       Section 9.4  Authority  Requirements.  During the  Compliance  Period,  the
  following provisions shall apply:
  
           (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.
  
                                         27
  <PAGE>
  
           Section  9.5  Limitations  on General  Partner's  Power and  Authority.
  Notwithstanding  the  provisions  of this Article IX, the General  Partner shall
  not:
  
       (a)  Except as  required  by  Section  9.4,  act in  contravention  of this
  Agreement;
  
       (b) Act in any  manner  which  would  make it  impossible  to  carry on the
  ordinary business of the Partnership;
  
       (c) Confess a judgment against the Partnership;
  
       (d) Possess Partnership property, or assign the Partner's right in specific
  Partnership property, for other than the exclusive benefit of the Partnership;
  
       (e)  Admit a  Person  as a  General  Partner  except  as  provided  in this
  Agreement;
  
       (f)  Admit a  Person  as a  Limited  Partner  except  as  provided  in this
  Agreement;
  
       (g) Violate any provision of the Mortgage Loan or Mortgage Note;
  
       (h) Cause the  Project  apartment  units to be rented to anyone  other than
  Qualified Tenants;
  
       (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  Special  Limited
  Partner or the consent of the  Limited  Partner  unless the General  Partner has
  received the Consent of the Special Limited Partner.
  
           Section 9.6  Restrictions  on  Authority  of General  Partner.  Without
  consent of the Special Limited Partner the General Partner shall not:
  
       (a) Sell, exchange, lease or otherwise dispose of the Project;
  
                                         28
  <PAGE>
  
       (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) Engage in any transaction not expressly  contemplated by this Agreement
  in which the  General  Partner has an actual or  potential  conflict of interest
  with the Limited Partner or the Special Limited Partner;
  
       (d) Contract  away the fiduciary  duty owed to the Limited  Partner and the
  Special Limited Partner at common law;
  
       (e) 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;
  
       (f) 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 approved by the Special Limited  Partner,  as provided in Section 14.3(i)
  hereof;
  
       (g) Cause the merger or other reorganization of the Partnership; or
  
       (h) Dissolve the Partnership.
  
       Section 9.7 Duties of 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
  
  
                                         29
  <PAGE>
  
  for the Project to  initially  qualify,  and to  continue  to  qualify,  for Tax
  Credits; (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 Tax Credits from the Agency;
  
       (f) Use its best efforts to keep the Project and Project dwelling units, in
  decent,  safe, sanitary and good condition,  repair and working order,  ordinary
  use and  obsolescence  excepted,  and make or cause to be made from time to time
  all necessary repairs thereto  (including  external and structural  repairs) and
  renewals and replacements thereof;
  
       (g) Pay,  before  the same shall  become  delinquent  and before  penalties
  accrue thereon all Partnership taxes, assessments and other governmental charges
  against the  Partnership or its  properties,  and all of its other  liabilities,
  except to the extent and so long as the same are being  contested  in good faith
  by appropriate  proceedings in such manners as not to cause any material adverse
  effect  on  the  Partnership's   property,   financial   condition  or  business
  operations, with adequate reserves provided for such payments;
  
       (h) Permit,  and cause the Management Agent to permit,  the Special 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,  Tax  Credit  compliance  data and  plans  and
  specifications  and deliver copies thereof and such reports as may reasonably be
  required by the Special Limited  Partner.  The General Partner shall provide the
  Special 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 Apartment  Complex,  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;
  
                                         30
  <PAGE>
  
       (k)  Establish  and maintain all reserves  required to be  established  and
  maintained under the terms of this Agreement;
  
       (l)  Materially  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 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 only 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, such as expenses for advertising and promotion,  management,
  utilities,  repair and maintenance,  Insurance,  Partner communications,  legal,
  accounting, statistical and bookkeeping services, use of computing or accounting
  equipment,  travel and  telephone  expenses,  salaries  and direct  expenses  of
  Partnership  employees  while  engaged in  Partnership  business,  and any other
  operational and  administrative  expenses necessary for the prudent operation of
  the Partnership.  Without  limiting the generality of the foregoing,  "operating
  cash expenses" shall include fees paid by the Partnership to the General Partner
  or any  Affiliate of the General  Partner  permitted by this  Agreement  and the
  actual cost of goods,  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)
  
  
                                         31
  <PAGE>
  
  salaries,  fringe  benefits,  travel  expenses  and other  administrative  items
  incurred or allocated to any "controlling  person" of the General Partner or any
  Affiliate of the General  Partner.  For the purposes of this Section  9.8(b)(2),
  "controlling  person"  includes,  but is not  limited  to, any  Person,  however
  titled,  who performs  functions for the General Partner or any Affiliate of the
  General  Partner  similar  to those of: (i)  chairman  or member of the board of
  directors;  (ii)  executive  management,  such as president,  vice  president or
  senior  vice  president,   corporate   secretary  or  treasurer;   (iii)  senior
  management,  such as the vice  president  of an  operating  division who reports
  directly  to  executive  management;  or (iv) those  holding  5% or more  equity
  interest in such General Partner or any such Affiliate of the General Partner or
  a person  having  the power to direct or cause  the  direction  of such  General
  Partner or any such  Affiliate  of the  General  Partner,  whether  through  the
  ownership of voting securities, by contract or otherwise.
  
           Section 9.9 General Partner Expenses. The General Partner or Affiliates
  of the  General  Partner  shall  pay  all  Partnership  expenses  which  are not
  permitted to be  reimbursed  pursuant to Section 9.8 and all expenses  which are
  unrelated to the business of the Partnership.
  
           Section  9.10  Other  Business  of  Partners.  Any  Partner  may engage
  independently or with others in other business  ventures wholly unrelated to the
  Partnership  business  of  every  nature  and  description,  including,  without
  limitation, the acquisition, development, construction, operation and management
  of real estate projects and developments of every type on their own behalf or on
  behalf of other  partnerships,  joint  ventures,  corporations or other business
  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   except  if   prohibited   under  a
  non-competition  agreement.  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
  and,  except  as  otherwise  provided,  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 and the Special Limited Partner.
  
                                         32
  <PAGE>
  
           (b) The Partnership Agreement and the Project Documents (as of the date
  hereof) 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 the plans
  and  specifications of the Project that have been or shall be hereafter approved
  by Regions Bank and Alabama Housing Finance Authority ("HOME"), if required, and
  all applicable  governmental  entities,  as such plans and specifications may be
  changed from time to time with the approval of Regions Bank and Alabama  Housing
  Finance Authority  ("HOME") 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,  except
  the General Partner has limited  recourse for  environmental  cleanup,  fraud or
  misrepresentation,  or misapplication of insurance proceeds, condemnation awards
  or rents.
  
           (g) The Partnership is in substantial  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 throughout the term of the Partnership (subject to usual interruptions).
  
           (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.
  
                                         33
  <PAGE>
  
           (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  and the
  Special 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,  except in compliance with law, 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 must promptly  notify the Limited Partner and
  the Special  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) 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) The Partnership  will, to the extent permitted by law,  allocate to
  the Limited Partner the Projected Annual Tax Credits.
  
           (p) 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
  
  
                                         34
  <PAGE>
  
  to  commence  in  accordance  the Code,  the  Project  will  satisfy the Minimum
  Set-Aside Test.
  
           (r) All accounts of the Partnership required to be maintained under the
  terms of the Project Documents,  including,  without limitation, any reserves in
  accordance with Article VIII hereof,  as of the required time shall be funded to
  required levels, including levels required by any authority.
  
           (s) Except as  required or  permitted  by this  Agreement,  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.
  
           (t) As of the date hereof,  no event has occurred  which  constitutes a
  material default under any of the Project Documents.
  
           (u) 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) as
  of  the  date  hereof,   the  Limited  Partner  to  be  liable  for  Partnership
  obligations,  provided however,  that 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,  that 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.
  
           (v) As of the date hereof, no event or proceeding,  including,  but not
  limited  to, any legal  actions  or  proceedings  before any court,  commission,
  administrative   body  or  other  governmental   authority,   and  acts  of  any
  governmental  authority  having  jurisdiction  over the  zoning or land use laws
  applicable to the Project,  has occurred the continuing effect of which has: (1)
  materially  or  adversely  affected  the  operation  of the  Partnership  or the
  Project; (2) materially or 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 that 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.
  
                                         35
  <PAGE>
  
           (w) As of the date  hereof,  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 the Special Limited Partner and
  which in the aggregate  affect the ability of the Limited  Partner to obtain the
  anticipated benefits of its investment in the Partnership.
  
           The  General  Partner  shall be liable to the  Limited  Partner for any
  costs,  damages,  loss of profits,  diminution in the value of its investment in
  the Partnership, 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. Notwithstanding the foregoing, the General Partner shall not be liable for
  any exemplary,  punitive or consequential damages. The General Partner shall not
  have any liability  whatsoever  under this provision if the Limited  Partner has
  exercised any right to require the General Partner to repurchase the interest of
  the Limited Partner in the Partnership. It is the intention of the Partners that
  no Partner hereto shall be entitled to more than one remedy.  By way of example,
  any  effective  operation  of Section 7.4 of this  Agreement  which  occurs as a
  proximate  result of breach of any other  representation,  warranty  or covenant
  contained in this Agreement  shall moot any other remedy of the General  Partner
  contained herein.
  
           Section  9.12 Option to Acquire.  After  expiration  of the  Compliance
  Period but not more often than every two (2) years, the General Partner may give
  notice (the "GP Notice") to the Limited  Partner that it desires to purchase the
  entire  Interest of each of the Limited  Partner and the Special Limited Partner
  in the Partnership.  Upon receipt by the Limited Partner and the Special Limited
  Partner, the following events shall occur:
  
           (a) The  purchase  price  of the  Interests  shall be  determined.  The
  purchase  price  shall be the  greater of (i) the  aggregate  of the Fair Market
  Value of the  Interest of the Limited  Partner and the Fair Market  Value of the
  Interest  of  the  Special  Limited  Partner  (taking  into   consideration  the
  Distribution  on Sale  provisions)  or (ii)  the  "Tax  Amount"  as  hereinafter
  defined. Notwithstanding the preceding, the purchase price shall be no less than
  the principal amount of all outstanding indebtedness secured by the Project.
  
           (b) The Limited Partner and the Special Limited Partner shall negotiate
  with the General Partner for a period of 30 days after the GP Notice is received
  to agree upon the Fair Market Value of their respective Interests.  In the event
  an agreement is not reached within such 30-day period,  then the General Partner
  or the Special  Limited Partner may request that Fair Market Value be determined
  in accordance with the process set forth below by sending notice (the "Appraisal
  Notice")  of same to the other  party  within 15 days of the  expiration  of the
  30-day  period.  If an Appraisal  Notice is not sent by either party within such
  
  
                                         36
  <PAGE>
  
  15-day period, then the General Partner's option shall expire.
  
           (c) If the respective Fair Market Value of the Interests of the Limited
  Partner and the Special  Limited  Partner are not agreed upon as provided  above
  and either the General  Partner or the  Special  Limited  Partner  issues to the
  other Person an Appraisal  Notice,  then the Fair Market Value of such Interests
  shall be  determined by an  appraisal.  The  appraisal  shall be conducted by an
  independent  appraiser  satisfactory  to the  General  Partner  and the  Special
  Limited Partner or, in the event that a single  independent  appraiser cannot be
  agreed upon  within 30 days  following  the date of the  Appraisal  Notice,  the
  General Partner and the Special Limited Partner shall each select an independent
  appraiser  and the  appraisers  so  selected  shall  select a third  independent
  appraiser.  All  appraisers so designated  shall be  experienced  in accounting,
  business or real estate  appraisal.  The appraiser or appraisers shall determine
  the Fair Market  Value of the  Interest  of each of the Limited  Partner and the
  Special Limited Partner. The decision of the appraisers (if more than one) shall
  be made by the majority of such  appraisers.  The appraiser or appraisers  shall
  render a written report  setting forth the Fair Market Value of such  Interests,
  which decision shall be rendered as  expeditiously  as possible by the appraiser
  or appraisers  and which  decision  shall be final and binding upon the parties.
  Except as provided  below,  the reasonable fees and expenses of the appraiser or
  appraisers  shall be paid  one-half by the General  Partner and  one-half by the
  Limited Partner.
  
           (d)      The "Tax Amount" shall mean the dollar amount computed in the
  following fashion:
  
                    (i) The Limited  Partner and the Special Limited Partner shall
  be  deemed  to have  gain in an amount  equal to the  difference  between  their
  respective basis in the Project and an amount equal to the total  forgiveness of
  debt which  would be realized  by the  Limited  Partner and the Special  Limited
  Partner  computed as if the Limited  Partner  and the  Special  Limited  Partner
  abandoned their  Interests in the Partnership on the date of the GP Notice.  The
  Tax  Amount  shall  equal the deemed  gain as  computed  above by a tax  rate(s)
  applied to such gain. The tax rate shall be the highest  individual  rate stated
  in the Code applicable to the type of income (and if there is more than one rate
  applicable because of more than one type of income, the different rates shall be
  applied to the appropriate  portions of such income).  The Limited Partner shall
  cooperate to expeditiously determine the Tax Amount.
  
           (e) Following  determination of the purchase price, the General Partner
  shall have 30 days  thereafter  to  determine  whether the General  Partner will
  purchase the Interests of the Limited Partner and the Special Limited Partner at
  the purchase price so determined.  The General Partner shall exercise such right
  by written notice to the Limited  Partner and the Special Limited Partner within
  
  
                                         37
  <PAGE>
  
  such 30-day period,  and if such right is not so exercised,  the General Partner
  shall bear all expenses associated with the appraisal.
  
           (f) If the General Partner determines to proceed with the purchase, the
  purchase price shall be paid in cash, within 90 days following the giving of the
  notice required by Section  9.12(e) and, in addition,  interest shall be paid on
  the  purchase  price from the date of the GP Notice,  payable  with the purchase
  price, and calculated at the rate of interest set forth in Section 6.3 hereof.
           Section  9.13  Limitation  of General  Partner  Liability.  The General
  Partner will satisfy any judgment, decree, decision or settlement arising out of
  a  Partnership  Liability  as  follows:  (i) first,  out of  insurance  proceeds
  available  therefor;  (ii) next out of Partnership  income or profit;  and (iii)
  finally,  and only if the General Partner is personally liable therefor,  out of
  the  separate  income or property of the General  Partner.  The General  Partner
  shall have no liability  whatsoever to the Limited Partner,  the Special Limited
  Partner or the  Partnership  for any act or  omission  taken or not taken at the
  written direction of the Special Limited Partner or the Limited Partner,  as the
  case may be.  Nothing in this  Agreement  is  intended  to require  the  General
  Partner to expend its own funds with respect to any action or  liability  except
  as otherwise  expressly  provided herein. The General Partner is not required to
  take any  action,  or refrain  from taking any  action,  if the General  Partner
  reasonably believes that the action or inaction, as the case may be, will result
  in any  liability  to the  General  Partner,  constitute  a breach  of any other
  agreement of the Partnership  with any  unaffiliated  third party or violate any
  law. The General Partner shall have no liability whatsoever under this Agreement
  with  respect  to the  recapture  of any  Tax  Credits  if  such  recapture  was
  principally  caused by an act of the  Limited  Partner  or the  Special  Limited
  Partner.
  
           Section 9.14  Representation  and Warranties of the Limited Partner and
  the Special Limited Partner. The Limited Partner and the Special Limited Partner
  covenant,  represent  and warrant that the  following  are  presently  true and,
  except as otherwise provided, will be true during the term of this Agreement, to
  the extent applicable.
  
           (a) Each of the Limited Partner and the Special Limited Partner is a 
  limited  partnership duly organized and in good standing under the jurisdiction
  in which it was organized;
  
           (b) The execution of the  Partnership  Agreement has been authorized by
  all  necessary  corporate  and  partnership  action  on the  part of each of the
  Limited  Partner,  the Special Limited Partner and the general  partners of each
  and the  Partnership  Agreement  has been duly executed and delivered by each of
  the Limited  Partner  and the Special  Limited  Partner  and is  enforceable  in
  accordance  with its  terms  against  each of them and  neither  is in breach or
  violation of any of the provisions hereof.
  
                                         38
  <PAGE>
  
           (c)  Neither the Limited  Partner nor the Special  Limited  Partner has
  pending,  nor to the  best  knowledge  of  each of  them,  has  threatened,  any
  litigation or other proceeding before any court,  regulatory  authority or other
  tribunal which challenges the validity of the transactions  contemplated by this
  Agreement or which, if adversely determined,  would impair the ability of either
  of them to perform their respective obligations under this Agreement.
  
           (d) The execution,  delivery and  performance of this Agreement by each
  of the Limited  Partner and the Special  Limited  Partner shall not constitute a
  breach or violation of any  agreement,  order or  instrument  by which either of
  them or their  respective  properties are bound and each of the Limited  Partner
  and the Special Limited Partner has received all necessary  regulatory approvals
  for the execution, delivery and performance of this Agreement and the execution,
  delivery and  performance of this Agreement  shall not constitute a violation of
  any applicable law, statue, regulation or order.
  
           (e)  The  investment  in  the  limited  partnership  interests  of  the
  Partnership is suitable for the Limited  Partner and the Special Limited Partner
  and the investment by each of them in the limited partnership interests does not
  exceed twenty percent (20%) of their respective net worth.
  
           (f) Each of  Limited  Partner  and  Special  Limited  Partner  has such
  knowledge and  experience  in  financial,  business and tax matters that each of
  Limited  Partner and Special Limited Partner is capable of evaluating the merits
  and risks of an investment in the Partnership.
  
           (g)  Each of  Limited  Partner  and  Special  Limited  Partner  (i) has
  adequate means of providing for its current needs and contingencies, (ii) has no
  need  for  liquidity  in this  investment,  (iii)  has the  ability  to bear the
  economic  risk of this  investment,  and (iv) can afford a complete  loss of the
  purchase price of this investment.
  
           (h) Each of Limited  Partner and Special  Limited Partner is purchasing
  the limited partnership unit for investment,  for its own account and not with a
  view to resale or in connection with the distribution  thereof.  Each of Limited
  Partner  and  Special  Limited  Partner  is aware that the  limited  partnership
  interest  may not be  transferred  for a period  of 15 years  without  incurring
  substantial adverse federal income tax effects,  subject to certain very limited
  exceptions.
  
           (i) Each of Limited  Partner  and Special  Limited  Partner is familiar
  with the nature of, and risks  attending,  investments in securities of the type
  represented  by the limited  partnership  interest and has  determined  that the
  purchase of the limited  partnership  interest is consistent with its investment
  and community development objectives.
  
                                         39
  <PAGE>
  
           (j) Each of  Limited  Partner  and  Special  Limited  Partner  has been
  advised and understands that an investment in the limited  partnership  interest
  involves a high degree of risk.
  
           (k) Each of Limited Partner and Special  Limited Partner  confirms that
  all documents,  records and books pertaining to the Partnership, the Project and
  the investment have been made available to them and each also confirms that they
  have been given an opportunity to make further  inquiries of the General Partner
  and its  representatives  with respect to the  Partnership,  the Project and the
  General  Partner  and/or the  investment  to the extent  they  desired to do so.
  Limited  Partner and Special  Limited  Partner  acknowledge  that they have been
  encouraged to retain their own tax,  legal,  accounting  and financial  advisors
  with  respect to this  investment  and that  counsel  for  General  Partner  and
  Partnership does not represent them.
  
           (l) Each of Limited  Partner and Special  Limited Partner is aware that
  the limited partnership  interests have not been, and there are no present plans
  for  it to be,  registered  under  the  Act or any  state  securities  law,  and
  accordingly, that the limited partnership interests must be held indefinitely by
  them  unless  they  are  registered  under  the  Act and  any  applicable  state
  securities law, or unless, in the opinion of counsel satisfactory to counsel for
  General Partner, a sale or transfer may be made without such registration.
  
                                      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 98.99% to the Limited Partner, .01% to the Special Limited Partner and
  1% to the General Partner.
  
           Section  10.2  Allocations  From Sale or  Refinancing.  All  Income and
  Losses  arising  from a Sale or  Refinancing  shall  be  allocated  between  the
  Partners as follows:
  
           (a)      As to Income:
  
                    (1) First, an amount of Income equal to the aggregate negative
  balances  (if any) in the  Capital  Accounts  of all  Partners  having  negative
  Capital  Accounts  (prior to taking into account the Sale or Refinancing and the
  Distribution  of the related  Sale or  Refinancing  Proceeds,  but after  giving
  effect to  Distributions  of Cash Flow From  Operations and allocations of other
  Income  and  Losses  pursuant  to this  Article  X up to the date of the Sale or
  Refinancing) shall be allocated to such Partners in proportion to their negative
  Capital  Account  balances  until  all such  Capital  Accounts  shall  have zero
  balances; and
  
                                         40
  <PAGE>
  
                    (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 Special Limited  Partner's  positive Capital Account balance
  to an  amount  equal to its  Capital  Contribution,  shall be  allocated  to the
  Limited Partner and the Special Limited Partner, respectively;
  
                    (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  98.99%
  to the Limited Partner,  .01% to the Special 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 or the
  Special Limited  Partner if and to the extent that such allocation  would create
  or increase an Adjusted  Capital  Account Deficit for the Limited Partner or the
  Special  Limited  Partner.  In the event an allocation of 98.99% or .01% 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 or the Special Limited Partner,  respectively,  then so much
  of the items of deduction other than projected  depreciation  shall be allocated
  to the General  Partner  instead of the Limited  Partner or the Special  Limited
  Partner as is  necessary  to allow the Limited  Partner or the  Special  Limited
  Partner to be allocated  98.99% and .01%,  respectively,  of the items of Income
  and Project  depreciation  without  creating or increasing  an Adjusted  Capital
  Account Deficit for the Limited Partner or the Special Limited Partner, it being
  the intent of the  parties  that the Limited  Partner  and the  Special  Limited
  Partner always shall be allocated 98.99% and .01%, respectively, of the items of
  Income not arising from a Sale or Refinancing and 98.99% and .01%, respectively,
  of the Project depreciation.
  
                                         41
  <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
  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
  
  
                                         42
  <PAGE>
  
  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 98.99% to the Limited Partner, .01% to the Special Limited Partner and
  1% to the General Partner.
  
           (f) Any  Partner  Nonrecourse  Deductions  for any fiscal year shall be
  specially  allocated  to the  Partner who bears the  economic  risk of loss with
  respect  to the  Partner  Nonrecourse  Debt to which  such  Partner  Nonrecourse
  Deductions are  attributable  in accordance  with Treasury  Regulations  Section
  1.704-2(i)(1).
  
           (g) To the  extent  an  adjustment  to the  adjusted  tax  basis of any
  Partnership  asset  pursuant to Code Section  734(b) or Code  Section  743(b) is
  required,  pursuant to Treasury Regulations Section  1.704-1(b)(2)(iv)(m)(2)  or
  Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital
  Accounts as the result of a distribution to a Partner in complete liquidation of
  his interest in the  Partnership,  the amount of such  adjustment to the Capital
  Accounts  shall be treated as an item of gain (if the  adjustment  increases the
  basis of the asset) or loss (if the  adjustment  decreases  such basis) and such
  gain or loss shall be specially  allocated to the  Partners in  accordance  with
  their  interests  in the  Partnership  in the event  that  Treasury  Regulations
  Section  1.704-1  (b)(2)(iv)(m)(2)  applies,  or to the  Partner  to  whom  such
  distribution   was  made  in  the  event  that  Treasury   Regulations   Section
  1.704-1(b)(2)(iv)(m)(4) applies.
  
           (h) To the extent the  Partnership  has  taxable  interest  income with
  respect to any  promissory  note pursuant to Section 483 or Section 1271 through
  1288 of the Code:
  
                    (1) Such interest  income shall be specially  allocated to the
  Limited Partner to whom such promissory note relates; and
  
                    (2) The amount of such interest  income shall be excluded from
  the  Capital  Contributions  credited  to  such  Partner's  Capital  Account  in
  connection with payments of principal with respect to such promissory note.
  
                                         43
  <PAGE>
  
           (i) In the event the  adjusted tax basis of any  investment  tax credit
  property  that has been  placed  in  service  by the  Partnership  is  increased
  pursuant to Code Section 50(c), such increase shall be specially allocated among
  the  Partners  (as an  item  in the  nature  of  income  or  gain)  in the  same
  proportions as the investment tax credit that is recaptured with respect to such
  property is shared among the Partners.
  
           (j) Any  reduction in the  adjusted tax basis (or cost) of  Partnership
  investment tax credit property pursuant to Code Section 50(c) shall be specially
  allocated among the Partners (as an item in the nature of expenses or losses) in
  the same  proportions  as the  basis  (or cost) of such  property  is  allocated
  pursuant to Treasury Regulations Section 1.46-3(f)(2)(i).
  
           (k) Any  income,  gain,  loss or  deduction  realized  as a  direct  or
  indirect  result  of the  issuance  of an  interest  in the  Partnership  by the
  Partnership  to a Partner (the  "Issuance  Items") shall be allocated  among the
  Partners so that, to the extent possible, the net amount of such Issuance Items,
  together with all other allocations under this Agreement to each Partner,  shall
  be equal to the net amount that would have been  allocated  to each such Partner
  if the Issuance Items had not been realized.
  
           (l)  If any  Partnership  expenditure  treated  as a  deduction  on its
  federal  income  tax  return is  disallowed  as a  deduction  and  treated  as a
  distribution  pursuant to Section  731(a) of the Code,  there shall be a special
  allocation  of  gross  income  to the  Partner  deemed  to  have  received  such
  distribution equal to the amount of such distribution.
  
           (m) The  allocation  to the General  Partner of each  material  item of
  Partnership income,  loss,  deduction or credit will not be less than 1% of each
  such item at all times during the existence of the Partnership.
  
           (n) Interest  deduction  on  the  Partnership  indebtedness  referred 
  to in  Section  6.3  shall  be allocated 100% to the General Partner.
  
           Section  10.4  Curative  Allocations.  The  allocations  set  forth  in
  Sections 10.2(c),  10.3(a),  10.3(b),  10.3(c),  10.3(d),  10.3(e), 10.3(f), and
  10.3(g)  hereof  (the  "Regulatory  Allocations")  are  intended  to comply with
  certain  requirements  of the  Treasury  Regulations.  It is the  intent  of the
  Partners  that, to the extent  possible,  all  Regulatory  Allocations  shall be
  offset either with other Regulatory  Allocations or with special  allocations of
  other items of Partnership  income,  gain,  loss, or deduction  pursuant to this
  Section 10.4.  Therefore,  notwithstanding any other provision of this Article X
  (other than the Regulatory Allocations), with the Consent of the Special Limited
  
  
                                         44
  <PAGE>
  
  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 Special 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 98.99% to the Limited Partner, .01% to the Special Limited Partner and
  1% to the General Partner.
  
           (b) In the event Partnership investment tax credit property is disposed
  of during any taxable  year,  profits for such taxable year (and,  to the extent
  such  profits are  insufficient,  profits for  subsequent  taxable  years) in an
  amount  equal to the excess,  if any, of (1) the  reduction  in the adjusted tax
  basis (or cost) of such property  pursuant to Code Section  50(c),  over (2) any
  increase in the  adjusted  tax basis of such  property  pursuant to Code Section
  50(c) caused by the  disposition  of such  property,  shall be excluded from the
  profits allocated  pursuant to Section 10.1 and Section 10.2(a) hereof and shall
  instead be allocated among the Partners in proportion to their respective shares
  of such excess,  determined  pursuant to Section 10.3(i) and 10.3(j) hereof.  In
  the event more than one item of such property is disposed of by the Partnership,
  the foregoing  sentence shall apply to such items in the order in which they are
  disposed of by the  Partnership,  so the profits  equal to the entire  amount of
  such  excess  with  respect  to the first  such  property  disposed  of shall be
  allocated  prior to any  allocations  with  respect to the second such  property
  disposed of, and so forth.
  
           (c) For purposes of determining the Income,  Losses, or any other items
  allocable  to any  period,  Income,  Losses,  and any such other  items shall be
  determined  on a daily,  monthly,  or other basis,  as determined by the General
  Partner with the Consent of the Special 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
  
  
                                         45
  <PAGE>
  
  Treasury   Regulations  Section   1.752-3(a)(3),   the  Partners'  interests  in
  Partnership  profits are as follows:  Limited Partner:  98.89%;  Special Limited
  Partner: .01%; 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 with the Consent of the Special  Limited Partner in
  any manner that reasonably reflects the purpose and intention of this Agreement.
  Allocations  pursuant to this  Section  10.6 are solely for purposes of federal,
  state, and local taxes and shall not affect, or in any way be taken into account
  in computing,  any Person's  Capital Account or share of Income,  Losses,  other
  items, or distributions pursuant to any provision of this Agreement.
  
           Section 10.7 Allocation Among Limited  Partners.  In the event that the
  Interest of the Limited  Partner  hereunder is at any time held by more than one
  Limited  Partner  all items  which are  specifically  allocated  to the  Limited
  Partner for any month pursuant to this Article X shall be apportioned among such
  Persons according to the ratio of their respective  profit-sharing  interests in
  the Partnership at the last day of such month.
  
           Section 10.8 Allocation Among General  Partners.  In the event that the
  Interest of the General  Partner  hereunder is at any time held by more than one
  General  Partner  all items  which are  specifically  allocated  to the  General
  Partner for any month pursuant to this Article X shall be apportioned among such
  
  
                                         46
  <PAGE>
  
  Persons in such  percentages as may from time to time be determined by agreement
  among them without amendment to this Agreement or consent of the Limited Partner
  or Consent of the Special Limited Partner.
  
           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,  but only
  with  the  Consent  of  the  Special  Limited  Partner,  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,  but only with the  Consent of the  Special  Limited
  Partner, 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;
  
       (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 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 (c) of this
  Section 11.1;
  
       (e) 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 (d) of this Section 11.1; and
  
       (f) To the Limited  Partner in an amount equal to 15% of the remaining Cash
  Flow From Operations and to the General Partner in an amount equal to 85% of the
  remaining Cash Flow From Operations.
  
                                         47
  <PAGE>
  
       (g)  Notwithstanding  the above  provisions of this Section 11.1, Cash Flow
  From  Operations  greater  than the  Excess  Cash Flow  shall be paid to AHFA in
  accordance with the Mortgage Note.
  
       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 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 Special 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  Special  Limited  Partner  in an  amount  equal to its  Capital
  Contribution;
  
       (f) To the General Partner in an amount equal to its Capital  Contribution;
  and
  
       (g) 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 and Special  Limited  Partner  shall not have the right to assign all or
  any part of their  respective  Interests in the Partnership 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
  
  
                                         48
  <PAGE>
  
  the terms and provisions of this Agreement, and providing for the payment of all
  reasonable  expenses  incurred  by  the  Partnership  in  connection  with  such
  assignment,  including  but not limited to the cost of preparing  any  necessary
  amendment to this Agreement;
  
       (b) Upon consent of the General Partner to such assignment, which shall not
  be unreasonably withheld; and
  
       (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 AND THE SPECIAL 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 or Special 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 or Special  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 or Special Limited
  Partner.
  
           (a) An Assignee shall not have the right to become a Substitute Limited
  Partner or substitute  Special  Limited  Partner in place of his assignor unless
  the written consent of the General Partner to such substitution  shall have been
  
  
                                         49
  <PAGE>
  
  obtained,  which consent, in the General Partner's absolute  discretion,  may be
  withheld.
  
           (b) A nonadmitted transferee of a Limited Partner's Interest or Special
  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
  or Special 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  or
  substitute Special Limited Partner as a Substitute Limited Partner or substitute
  Special  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 or Special Limited
  Partner, such Partner's executors, administrators or legal representatives shall
  have all the rights of a Limited Partner or Special Limited Partner, as the case
  may be, 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 or substitute Special Limited Partners in the
  place of their  respective  predecessors-in-interest  unless the General Partner
  shall so consent.
  
                                    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 Special Limited Partner, and,
  to the  extent  required,  of  Regions  Bank and AHFA and the State  Tax  Credit
  Agency.  Withdrawal  shall be  conditioned  upon the  agreement  of the  Special
  
  
                                         50
  <PAGE>
  
  Limited Partner to be admitted as a successor General Partner, or if the Special
  Limited Partner  declines to be admitted as a successor  General Partner then on
  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).
  
           Section 13.2 Removal of General Partner.
  
           (a)      The Special  Limited  Partner or the  Limited  Partner,  or
  both of them,  may remove the General Partner:
  
                    (1)      For cause if such General Partner has:
  
                             (A)      Been subject to an event of Bankruptcy;
  
                             (B)      Committed any actual fraud, willful 
  misconduct,  or breach of fiduciary duty in the performance of its duties under 
  this Agreement which was materially injurious to the Partnership;
  
                             (C)      Been convicted of, or entered into a plea of
  guilty to, a felony;
  
                             (D)      Knowingly  made personal use of Partnership
  funds or, except as to incidental matters, properties;
  
                             (E)      Violated the terms of the Mortgage  Note, 
  and such  violation  prompts Regions Bank and AHFA 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  Special
  Limited  Partner  prior to any decision, act or omission under circumstances 
  where this Agreement requires that such consent be obtained;
  
                             (H)  Materially  breached  any  representation,  
  warranty or covenant  contained in this Agreement, or materially failed to 
  perform any other action which may be required by this Agreement;
  
                                         51
  <PAGE>
  
                             (I)      Violated any federal or state tax law which
   causes a 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 fire, 
  flood, earthquake or other act of God or unless such failure is cured  within 
  120 days after the end of the  six-month period.
  
           Notwithstanding  the foregoing,  the General  Partner shall have,  with
  respect  to  each of the  items  of  cause  listed  above,  except  for  Section
  13.2(a)(1)(C),  the right to cure, to the reasonable satisfaction of the Special
  Limited  Partner,  such  condition  within thirty (30) days after notice thereof
  from the Special Limited Partner.
  
                    (2)      As provided in Section 6.2(a) hereof.
  
           (b) Written  notice of the  removal  for cause of the  General  Partner
  shall be served by the Special Limited Partner or the Limited  Partner,  or both
  of them,  upon the General  Partner  either by certified or by registered  mail,
  return receipt  requested,  or by personal service.  Such notice shall set forth
  the reasons for the  removal,  if any, and the date upon which the removal is to
  become effective.
  
           (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
  reasonable 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
  
  
                                         52
  <PAGE>
  
  Partnership  and  the  Withdrawing  General  Partner  or its  Affiliates  may be
  terminated by the Partnership,  with the Consent of the Special Limited Partner,
  upon written notice to the party so terminated.
  
      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.  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  (other
  than an Involuntary  Withdrawal) it will indemnify and hold the Limited  Partner
  and the Special Limited Partner harmless from and against all losses,  costs and
  expenses  incurred  in  connection  with  the  Withdrawal,   including,  without
  limitation,  all reasonable legal fees and other expenses of the Limited Partner
  and the Special Limited Partner in connection with the transaction.
  
           The  following  additional  provisions  shall  apply in the  event of a
  Withdrawal:
  
           (a)  In  the  event  of  a  Withdrawal  which  is  not  an  Involuntary
  Withdrawal,  the  Withdrawing  General  Partner  shall have no further  right to
  receive any 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 (other than 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 Special
  Limited Partner),  or if there is no other general partner of the Partnership at
  that time, to the Special 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
  
  
                                         53
  <PAGE>
  
  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  Section  13.2(a)  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 Special 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 Special Limited Partner,  or, if they cannot
  agree,  by arbitration in accordance with the then current rules of the American
  Arbitration Association.  The cost of such arbitration shall be borne equally by
  the Withdrawing General Partner and the Partnership. The purchase price shall be
  paid  by  the   Partnership  by  delivering  to  the  General   Partner  or  its
  representative the Partnership's  non-interest bearing unsecured promissory note
  payable,  if at all, 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  Section  13.2(a)  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 Special Limited Partner of
  such Withdrawal (the "Withdrawal Notice").  Whether or not the Withdrawal Notice
  shall have been sent as provided herein,  the Special Limited Partner shall have
  the right to become a successor  General  Partner  (and to become the  successor
  managing  General Partner if the Withdrawing  General Partner was previously the
  managing 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 Special  Limited
  Partner  shall have  elected to become a successor  General  Partner as provided
  
  
                                         54
  <PAGE>
  
  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 Special 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 Special  Limited  Partner to the admission of such Person
  as a substitute General Partner, which consent may be withheld in the discretion
  of the Special Limited Partner, shall have been given; and (c) such Person shall
  have executed and acknowledged any other  instruments  which the Special 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 or the Special Limited Partner's Interest in the Partnership.
  
           Section 13.6 Transfer of Interest. Except as otherwise provided herein,
  the General  Partner may not Withdraw  from the  Partnership,  or enter into any
  agreement  as the  result of which any Person  shall  become  interested  in the
  Partnership, without the Consent of the Special 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:
  
                                         55
  <PAGE>
  
                    (1) a current list of the full name and last known business or
  residence address of each Partner set forth in alphabetical  order together with
  the Capital Contribution and the share in Income and Losses of each Partner;
  
                    (2) a copy of the  Certificate of Limited  Partnership and all
  certificates of amendment  thereto,  together with executed copies of any powers
  of attorney pursuant to which any certificate has been executed;
  
                    (3) copies of the  Partnership's federal, state and local 
  income tax  information  returns and reports, if any, for the six most recent 
  taxable years;
  
                    (4) copies of the original of this Agreement and all 
  amendments thereto;
  
                    (5) financial statements of the Partnership for the six most 
  recent fiscal years; and
  
                    (6) the Partnership's books and records for at least the  
  current and past three fiscal years.
  
           (b) Upon the request of the Limited Partner,  the General Partner shall
  promptly  deliver to the Limited Partner,  at the expense of the Partnership,  a
  copy of the information set forth in Section 14.1(a) above.  The Limited Partner
  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 February 20 of each  calendar  year the  General  Partner  shall
  provide  to the  Limited  Partner  and  the  Special  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 and the Special 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
  
  
                                         56
  <PAGE>
  
  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 be 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 and the Special Limited Partner a report as to the nature of the
  Sale or  Refinancing  and as to the  Income  and  Losses  for tax  purposes  and
  proceeds arising from the Sale or Refinancing.
  
       Section  14.3 Other  Reports.  The  General  Partner  shall  provide to the
  Limited Partner and the Special 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;
  
                                         57
  <PAGE>
  
           (e) If the Project receives a reservation of LIHTC in one year but will
  not  complete  the  construction  and rent-up  until a later  year,  the General
  Partner  will  provide to the Limited  Partner by December 31 of the year during
  which the  reservation is received an audited cost  certification  together with
  the  accountant's  work papers  verifying that the  Partnership has expended the
  requisite 10% of the  reasonably  expected cost basis to meet the carryover test
  provisions of Section 42 of the Code;
  
           (f) During the Compliance Period, no later than five (5) days after 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;
  
           (g) A quarterly  report on operations,  in the form attached  hereto as
  Exhibit  "G",  due on or before  April 30 of each year for the first  quarter of
  operations,  July 31 of each year for the second quarter of operations,  October
  31 of each year for the third quarter of operations  and January 31 of each year
  for the fourth quarter of operations which shall include, but is not limited to,
  an  unaudited  income  statement  showing all  activity in the reserve  accounts
  required to be maintained pursuant to Section VIII of this Agreement,  statement
  of income and expenses,  balance sheet, rent roll as of the end of each calendar
  quarter of each year,  and annual third party  verification  of current  utility
  allowance;
  
           (h) By the annual  renewal  date of each and every  year,  an  executed
  original or certified  copy of each and every  Insurance  policy or  certificate
  required by the terms of this Agreement;
  
           (i) On or before March 15th of each calendar year, the General 
  Partner's  updated  financial statement as of December 31 of the previous year;
  
           (j) On or  before  November  1 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.  Such budget
  shall only be adopted with the Consent of the Special Limited Partner; and
  
           (k) Notice of the  occurrence,  or of the likelihood of occurrence,  of
  any event which has had or is likely to have 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.
  
                                         58
  <PAGE>
  
           Section 14.4 Late Reports.  If the General Partner does not fulfill its
  obligations  under  Section 14.2 within the time  periods set forth  therein and
  after 10 days  written  notice from the  Special  Limited  Partner,  the General
  Partner, using its own funds, shall pay as damages the sum of $100 per day (plus
  interest  at the rate  established  by  Section  6.3 of this  Agreement)  to the
  Limited Partner until such obligations shall have been fulfilled. If the General
  Partner  does not fulfill its  obligations  under  Section  14.3 within the time
  periods set forth therein,  the General Partner,  using its own funds, shall pay
  as damages the sum of $100.00 per week (plus interest at the rate established by
  Section 6.3 of this  Agreement) to the Limited  Partner  until such  obligations
  shall have been  fulfilled.  Such damages shall be paid forthwith by the General
  Partner,  and  failure  to so pay shall  constitute  a  material  default of the
  General  Partner  hereunder and cause for removal under Section 13.2 hereof.  In
  addition,  if the General  Partner shall so fail to pay, the General Partner and
  its Affiliates shall forthwith cease to be entitled to any fees hereunder (other
  than the Development Fee) and/or to the payment of any Cash Flow From Operations
  or Sale or  Refinancing  Proceeds to which the General  Partner may otherwise be
  entitled  hereunder.  Payments of fees and Distributions  shall be restored only
  upon payment of such damages in full.
  
           Section 14.5 Annual Site Visits. On an annual basis a representative of
  the Limited Partner, at the Limited Partner's expense, will conduct a site visit
  which will include,  in part,  an  inspection  of the property,  a review of the
  office and tenant files and an interview with the property manager.  The Limited
  Partner may, in its sole  discretion,  cancel all or any part of the annual site
  visit.
  
           Section 14.6 Tax Returns.  The General  Partner  shall cause income tax
  returns for the Partnership to be prepared and timely filed with the appropriate
  federal, state and local taxing authorities.
  
           Section 14.7 Fiscal Year. The fiscal year of the  Partnership  shall be
  the  calendar  year or such  other  period as may be  approved  by the  Internal
  Revenue Service for federal income tax purposes.
  
           Section 14.8 Banking.  All funds of the Partnership  shall be deposited
  in a separate  bank  account or accounts as shall be  determined  by the General
  Partner  with the  Consent  of the  Special  Limited  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.
  
                                         59
  <PAGE>
  
           (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,  with the  Consent  of the  Special  Limited
  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  Special  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;
  
           (b) The sale of the Project and the receipt in cash of the full amount 
  of the  proceeds  of such sale; or
  
           (c)      The written election to do so of the Limited Partner.
  
           Notwithstanding   the  foregoing,   however,  in  no  event  shall  the
  Partnership  terminate  prior to the expiration of its term if such  termination
  would result in a violation of the Mortgage Note or any other  agreement with or
  rule or regulation of Regions Bank and AHFA 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,  and the Partnership is
  
  
                                         60
  <PAGE>
  
  prohibited  from such a  distribution  of  property  absent  the  Consent of the
  Special Limited Partner.
  
           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 Special 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 Special Limited
  Partner has become successor  General  Partner,  it shall not be responsible for
  any deficit  balance in its  Capital  Account  which  arose  during the time the
  former General Partner served as General Partner.
  
           (c) With respect to assets distributed in kind to the Partners in 
  liquidation or otherwise:
  
                    (1) unrealized  appreciation or unrealized depreciation in the
  values of such  assets  shall be deemed to be Income and Losses  realized by the
  Partnership  immediately prior to the liquidation or other  Distribution  event;
  and
  
                    (2) such Income and Losses  shall be allocated to the Partners
  in accordance with Section 10.2 hereof, and any property so distributed shall be
  treated as a Distribution  of an amount in cash equal to the excess of such Fair
  Market Value over the outstanding  principal  balance of and accrued interest on
  any debt by which the property is encumbered.
  
           (d) For the purposes of Section 15.3(c),  "unrealized  appreciation" or
  "unrealized  depreciation"  shall mean the  difference  between  the Fair Market
  
  
                                         61
  <PAGE>
  
  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 Special 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
  Special 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 and
  Special  Limited  Partner  shall cease to be such and the General  Partner shall
  execute,  acknowledge  and cause to be filed those  certificates  referenced  in
  Section 15.6.
  
           Section  15.6  Certificates of Dissolution; Certificate of Cancellation
  of  Certificate  of Limited Partnership.
  
           (a) Upon the dissolution of the Partnership,  the General Partner shall
  cause to be filed in the office of, and on a form prescribed by the Secretary of
  State of the State, a certificate of dissolution. The certificate of dissolution
  shall set forth the Partnership's name, the Secretary of State's file number for
  the Partnership, the event causing the Partnership's dissolution and the date of
  the dissolution.
  
           (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
  
  
                                         62
  <PAGE>
  
  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
  
           As and to the extent  required  under the  Securities  Act of 1933,  as
  amended, and regulations promulgated  thereunder,  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  Special   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 and
  the Special  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  affect  any  Partner's  rights,   obligations  or
  conditions  to  performance  or status  hereunder,  without  the  consent of the
  Partner so affected;  change the  provisions of this Article XVI; or be effected
  except in compliance with applicable law.
  
                                    ARTICLE XVII
  
                                    MISCELLANEOUS
  
           Section 17.1 Voting Rights.
  
           (a) The  Limited  Partner  shall have no right to vote upon any matters
  affecting the Partnership, except as provided in this Agreement. Notwithstanding
  the foregoing,  the Limited Partner may,  without the concurrence of the General
  Partner:
  
       (1) Approve or  disapprove,  but,  except as otherwise  expressly  provided
  herein, not initiate, the Sale or Refinancing of the Project;
  
       (2) Remove the General  Partner and elect a substitute  General  Partner as
  provided in this Agreement;
  
       (3) Elect a successor  General  Partner upon the  Withdrawal of the General
  Partner;
  
       (4)  Approve  or  disapprove,  but not  initiate,  the  dissolution  of the
  Partnership; or
  
                                         63
  <PAGE>
  
       (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  Special  Limited  Partner  shall  have the right to consent to
  those  actions  or  inactions  of the  Partnership  and/or  General  Partner  as
  otherwise  set forth in this  Agreement,  and the General  Partner is prohibited
  from any action or inaction  requiring such consent unless such consent has been
  obtained.
  
           Section 17.2 Meeting of Partnership. Meetings of the Partnership may be
  called  either (a) at any time by the General  Partner;  or (b) upon the General
  Partner's  receipt of a written or facsimile  request  from the Limited  Partner
  setting forth the purpose of such meeting.  Within ten days after receipt of the
  Limited  Partner's  written or  facsimile  request  for a meeting,  the  General
  Partner  shall provide all Partners  with written  notice of the meeting  (which
  shall be by telephone  conference,  or at the principal place of business of the
  Partnership or such other location referenced in the notice) to be held not less
  than 15 days nor more than 30 days after  receipt of such  written or  facsimile
  request from the Limited Partner,  which notice shall specify the time and place
  of such  meeting  and the purpose or purposes  thereof.  If the General  Partner
  fails to provide the written notice of the meeting within ten days after receipt
  of the Limited Partner's request to hold a meeting, then the Limited Partner may
  provide the  written  notice of the meeting to all the  Partners,  which  notice
  shall  specify  the time and place of such  meeting  and the purpose or purposes
  thereof.  All meetings and actions of the Limited  Partner  shall be governed in
  all  respects,  including  matters  relating  to  notice,  quorum,  adjournment,
  proxies,  record  dates  and  actions  without  a  meeting,  by  the  applicable
  provisions of the Act, as it shall be amended from time to time.
  
           Section 17.3 Notices.  Any notice given  pursuant to this Agreement may
  be served  personally  on the Partner to be  notified,  or may be mailed,  first
  class postage prepaid,  to the following address,  or to such other address as a
  party may from time to time designate in writing:
  
           To the General Partner:   ACHR HOUSING CORPORATION
                                     319 W. Glenn, P.O. Box 409
                                     Auburn, Alabama 36830
  
           To the Limited Partner:   WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                                     c/o WNC & Associates, Inc.
                                     3158 Redhill Ave., Suite 120
                                     Costa Mesa, CA   92626-3416
  
                                         64
  <PAGE>
  
           To the Special
           Limited Partner:          WNC HOUSING, L.P.
                                     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.  The
  Partnership  shall  record in the Office of the  Probate  Judge 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 and
  file any report required to be filed with the Secretary of State of the State.
  
           Section 17.6 Amendment of Certificate of Limited Partnership.
  
           (a) The General  Partner shall cause to be filed,  within 30 days after
  the happening of any of the following events, an amendment to the Certificate of
  Limited Partnership reflecting the occurrence thereof:
  
                    (1)      A change in the name of the Partnership.
  
                    (2)      A change in the street address of the Partnership's 
  principal executive office.
  
                    (3) A change in the address,  or the Withdrawal,  of a General
  Partner,  or a change in the  address of the agent for  service of  process,  or
  appointment of a new agent for service of process.
  
                    (4)      The admission of a General Partner and that Partner's
  address.
  
                    (5) The  discovery  by the  General  Partner  of any  false or
  erroneous material statement contained in the Certificate of Limited Partnership
  or any amendment thereto.
  
           (b) The  Certificate  of  Limited  Partnership  may also be  amended in
  conformity with this Agreement at any time in any other respect that the General
  Partner determines.
  
           (c)  The  General  Partner  shall  cause  the  Certificate  of  Limited
  Partnership to be amended, when required or permitted as aforesaid,  by filing a
  certificate of amendment  thereto in the office of, and on a form prescribed by,
  the  Secretary of State of the State.  The  certificate  of amendment  shall set
  forth  the   Partnership's   name,  Office  of  the  Probate  Judge's  recording
  information 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
  
  
                                         65
  <PAGE>
  
  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
  the Special Limited Partner shall be the "Tax Matters  Partner"  pursuant to the
  Code and in connection  with any audit of the federal  income tax returns of the
  Partnership;  provided,  however,  that if the  Special  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.  The Limited Partner will make no claim against the
  Partnership  or the General  Partner in respect of any action or omission by the
  Tax Matters  Partner during such time as the Special Limited Partner acts as the
  Tax Matters Partner.
  
           Section 17.11  Expiration of Compliance Period.
  
           (a)  Notwithstanding  any  other  provision  of this  Agreement  to the
  contrary, the Special Limited Partner shall have the right at any time after the
  later of (i) the end of the Compliance Period or (ii) the expiration of the land
  use covenants relating to the Mortgage under HOME, 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 Special  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
  
  
                                         66
  <PAGE>
  
  Notice or if the Consent of the Special  Limited  Partner in its sole discretion
  shall be withheld to any proposed sale,  then the Special  Limited Partner shall
  have the right at any time thereafter to obtain a buyer for the Project on terms
  acceptable  to the  Special  Limited  Partner  (but  not less  favorable  to the
  Partnership  than any proposed sale  previously  rejected by the Special Limited
  Partner).  In the event that the Special  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.
  
           (b) A sale of the Project prior to the end of the Compliance Period may
  only  take  place if the  conditions  of  Section  42(j)(6)  of the Code (or any
  successor provision) will be satisfied upon such sale by having the purchaser of
  the Project post the required bond on behalf of the Partnership.
  
           Section  17.12  Number and  Gender.  All  pronouns  and any  variations
  thereof shall be deemed to refer to the masculine, feminine, neuter, singular or
  plural as the identity of the Person or Persons may require.
  
           Section 17.13 Entire Agreement.  This Agreement  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  and the  Special  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.
  
           IN WITNESS  WHEREOF,  this  Amended and  Restated  Agreement of Limited
  Partnership  of WOODLAND,  LTD.,  an Alabama  limited  partnership,  is made and
  entered into as of the 9th day of January, 1997.
  
                                         67
  <PAGE>
  
                                      GENERAL PARTNER
  
                                      ACHR HOUSING CORPORATION
  
  
                                      By:     ___________________________________
                                              Nancy S. Spears,
                                              President
  
                                      WITHDRAWING ORIGINAL LIMITED PARTNER
  
  
                                      ------------------------------------
                                      TERRY MOUNT
  
                                      LIMITED PARTNER
  
                                     WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
  
                                      By:     WNC & ASSOCIATES, INC.
                                                       General Partner
  
  
                                              By:      _________________________
                                                       John B. Lester, Jr.,
                                                       President
  
                                      SPECIAL LIMITED PARTNER
  
                                      WNC HOUSING, L.P.
  
                                      By:     WNC & ASSOCIATES, INC.
                                              General Partner
  
                                              By: _______________________________
                                                       John B. Lester, Jr.,
                                                       President
  
  
                                         68
  <PAGE>
  
  
                         EXHIBIT A TO PARTNERSHIP AGREEMENT
  
                                  LEGAL DESCRIPTION
  
  
  Commencing at a concrete monument at the Northwest corner of Section 12, T-19-N,
  R-7-E,  Marion,  Perry  County,  Alabama;  thence  along the North  line of said
  Section 12, N 89o 19' 34" E, 956.88  feet to an iron pin on said  section  line;
  thence along the Easterly extension of the last described line, N 89o 19' 34" E,
  836.58 feet to the intersection of the Northerly  extension of the West Right of
  Way line of Eutaw Street, being that part of said street lying south of Thompson
  Street  and  North of Patton  Street;  thence  along the said  Right of Way line
  extension, S 00o 17' 09" W, 1500.61 feet to the Southwest corner of Eutaw Street
  and  Thompson  Street  and the point of  beginning  of the  Parcel  herein to be
  described; thence along the West right of way line Eutaw Street, S 00o 17' 09" W
  690.70 feet to the Northeast  corner of Block "A",  according to the map or plat
  of Webb Addition to City of Marion, Alabama as the same appears of record in the
  Office of the Judge of Probate of Perry County,  Alabama, Deed Book 333, at Page
  261;  thence along the  Northern  line of said Block "A", N 89o 53' 12" W 500.79
  feet to the Northwest corner of Lot 5, said Block "A", said point also being the
  Southeast corner of Block "C", said Webb Addition; thence along the east line of
  said  Block  "C", N 00o 58' 16" E 675.27  feet to the  Northeast  corner of said
  Block  "C" and a point on the  Southern  Right of Way line of  Thompson  Street;
  thence along the Southern Right of Way line of Thompson  Street, N 88o 18' 41" E
  493.00 feet to the Northeast  corner of said  Thompson  Street and Eutaw Street,
  which is the point of beginning.
  
  The above described parcel being that parcel of land lying west of Eutaw Street,
  North of North  line of Lot 1 through 5,  Block  "A",  East of Block  "C",  both
  blocks  of the  said  Webb  Addition,  South  of the  Southerly  Right of Way of
  Thompson  Street  and all lying in the North 1/2,  Section  12,  T-19-N,  R-7-E,
  Marion, Perry County, Alabama
  
  
                                        A-1
  <PAGE>
  
  
                         EXHIBIT B TO PARTNERSHIP AGREEMENT
  
                                FORM OF LEGAL OPINION
  
  
  
  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4 
  c/o WNC & Associates, Inc.
  3158 Redhill Avenue, Suite 120
  Costa Mesa, California  92626
  
  RE:      WOODLAND, LTD.
  
  Ladies and Gentlemen:
  
           You have  requested  our  opinion  with  respect to certain  matters in
  connection with the investment by WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4,
  a California limited partnership (the "Limited Partner") in WOODLAND,  LTD. (the
  "Partnership"),   an  Alabama  limited   partnership  formed  to  own,  develop,
  (construct/-rehabilitate)   finance  and  operate  an   apartment   complex  for
  low-income persons (the "Apartment Complex") in Marion,  Perry County,  Alabama.
  The general partner(s) of the Partnership (is/are) ACHR HOUSING CORPORATION (the
  "General Partner(s)").
  
           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 Alabama.
  
           (c) The  Partnership is validly  existing under and subject to the laws
  of   Alabama    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  and the Special  Limited  Partner  have been
  admitted  to the  Partnership  as  limited  partners  of the  Partnership  under
  __________  law and are entitled to all of the rights of limited  partners under
  the Partnership Agreement.  Except as described in the Partnership Agreement, no
  
  
                                        B-2
  <PAGE>
  
  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 nor the Special Limited Partner will have any liability for the Mortgage
  Note or the Mortgage Loan represented thereby (as those terms are defined in the
  Partnership Agreement, and the lender of the Mortgage Loan will look only to its
  security in the Apartment Complex for repayment of the Mortgage Loan.
  
          (j) The Partnership owns a fee simple interest in the Apartment Complex.
  
           (k) To the best of our actual knowledge and belief,  after due inquiry,
  the Partnership has obtained all consents, permissions,  licenses, approvals, or
  orders required by all applicable  governmental  or regulatory  agencies for the
  development,   [construction/rehabilitation]  and  operation  of  the  Apartment
  Complex, and the Apartment Complex conforms to all applicable Federal, state and
  local land use, zoning, health, building and safety laws, ordinances,  rules and
  regulations.
  
           (l) The Apartment Complex has obtained a preliminary reservation of low
  income housing tax credits ("LIHTC") from the State Agency. The final allocation
  of the LIHTC and ultimately  eligibility of the Apartment Complex for such final
  allocation are subject to a series of requirements  which must be met, performed
  or achieved at various times prior to and after such final allocation.  Assuming
  all  such  requirements  are met,  performed  or  achieved  at the time or times
  provided by applicable laws and regulations,  the Apartment Complex will qualify
  for LIHTC.
  
           All of the  opinions  set forth above are  qualified to the extent that
  the validity of any  provision of any agreement may be subject to or affected by
  applicable bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
  affecting the rights of creditors generally. We do not express any opinion as to
  the  availability  of any equitable or specific remedy upon any breach of any of
  the covenants,  warranties or other  provisions  contained in any agreement.  We
  have not examined,  and we express no opinion with respect to, the applicability
  of, or liability under, any Federal, state or local law, ordinance or regulation
  
  
                                        B-3
  <PAGE>
  
  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
  WOODLAND, LTD., an Alabama limited partnership (the "Partnership"); ACHR HOUSING
  CORPORATION  (the "General  Partner");  and BONNIE A.  RASMUSSEN  (the "Original
  Limited Partner") for the benefit of WNC HOUSING TAX CREDIT FUND V, L.P., SERIES
  4, a California limited  partnership (the "Investment  Partnership"),  and WNC &
  ASSOCIATES, INC. ("WNC").
  
           WHEREAS, the Partnership  proposes to admit the Investment  Partnership
  as a limited  partner thereof  pursuant to an Amended and Restated  Agreement of
  Limited  Partnership  of  the  Partnership  (the  "Partnership  Agreement"),  in
  accordance with which the Investment  Partnership will make substantial  capital
  contributions to the Partnership; and
  
           WHEREAS,  the Investment  Partnership  and WNC have relied upon certain
  information  and  representations  described  herein in evaluating the merits of
  investment by the Investment Partnership in the Partnership;
  
           NOW, THEREFORE,  to induce the Investment Partnership to enter into the
  Partnership  Agreement and become a limited partner of the Partnership,  and for
  $1.00 and other good and  valuable  consideration,  the receipt and  adequacy of
  which are hereby  acknowledged,  the  Partnership,  the General  Partner and the
  Original  Limited  Partner  hereby  agree  as  follows  for the  benefit  of the
  Investment Partnership and WNC.
  
           1.       Representations,  Warranties  and  Covenants of the  
                    Partnership,  the General Partner and the Original Limited 
                    Partner
  
           The  Partnership,  the General Partner and the Original Limited Partner
  jointly  and  severally  represent,   warrant  and  certify  to  the  Investment
  Partnership  and WNC  that,  with  respect  to the  Partnership,  as of the date
  hereof:
  
                    1.1 The  Partnership is duly organized and in good standing as
  a limited  partnership  pursuant to the laws of the state of its formation  with
  full power and authority to own its apartment complex (the "Apartment  Complex")
  and conduct its business; the Partnership,  the General Partner and the Original
  Limited  Partner  have the power and  authority  to enter into and perform  this
  Certification  and Agreement;  the execution and delivery of this  Certification
  and Agreement by the  Partnership,  the General Partner and the Original Limited
  Partner  have been duly and validly  authorized  by all  necessary  action;  the
  execution and delivery of this  Certification and Agreement,  the fulfillment of
  its terms and consummation of the transactions contemplated hereunder do not and
  
  
                                        C-1
  <PAGE>
  
  will not conflict  with or result in a violation,  breach or  termination  of or
  constitute a default  under (or would not result in such a conflict,  violation,
  breach,  termination  or default with the giving of notice or passage of time or
  both) any other  agreement,  indenture or instrument by which the Partnership or
  any General Partner or Original Limited Partner is bound or any law, regulation,
  judgment,  decree or order  applicable to the Partnership or any General Partner
  or  Original  Limited  Partner  or  any of  their  respective  properties;  this
  Certification  and Agreement  constitutes the valid and binding agreement of the
  Partnership,  the General Partner and the Original Limited Partner,  enforceable
  against each of them in accordance with its terms.
  
                    1.2  The  General  Partner  has  delivered  to the  Investment
  Partnership,  WNC or their affiliates all documents and information  which would
  be  material  to a  prudent  investor  in  deciding  whether  to  invest  in the
  Partnership. All factual information provided to the Investment Partnership, WNC
  or their affiliates either in writing or orally, did not, at the time given, and
  does not, on the date hereof, contain any untrue statement of a material fact or
  omit to state a material fact required to be stated therein or necessary to make
  the statements therein not misleading in light of the circumstances  under which
  they are made.
  
                    1.3 Each of the representations and warranties contained in 
  the  Partnership Agreement is true and correct as of the date hereof.
  
                    1.4 Each of the  covenants and  agreements of the  Partnership
  and the General  Partner  contained in the  Partnership  Agreement has been duly
  performed  to the extent  that  performance  of any  covenant  or  agreement  is
  required on or prior to the date hereof.
  
                    1.5 All conditions to admission of the Investment  Partnership
  as  the  investment  limited  partner  of  the  Partnership   contained  in  the
  Partnership Agreement have been satisfied.
  
                    1.6 No  default  has  occurred  and is  continuing  under  the
  Partnership  Agreement or any of the Project  Documents (as such term is defined
  in the Partnership Agreement) for the Partnership.
  
                    1.7 The Partnership will allocate to the Limited Partner the 
  Projected  Annual Tax
  Credits.
  
                    1.8 The General  Partner agrees to take all actions  necessary
  to claim the Projected Tax Credit, including,  without limitation, the filing of
  Form(s) 8609 with the Internal Revenue Service.
  
                                        C-2
  <PAGE>
  
                    1.9  No person or entity other than the Partnership holds any 
  equity  interest in the Apartment Complex.
  
                    1.10 The  Partnership has the sole  responsibility  to pay all
  maintenance  and operating  costs,  including all taxes levied and all insurance
  costs, attributable to the Apartment Complex.
  
                    1.11 The Partnership,  except to the extent it is protected by
  insurance and  excluding any risk borne by lenders,  bears the sole risk of loss
  if the  Apartment  Complex is destroyed or condemned or there is a diminution in
  the value of the Apartment Complex.
  
                    1.12 No person or entity except the  Partnership has the right
  to any proceeds, after payment of all indebtedness,  from the sale, refinancing,
  or leasing of the Apartment Complex.
  
                    1.13 No  General  Partner  is  related  in any  manner  to the
  Investment  Partnership,  nor is any General  Partner  acting as an agent of the
  Investment Partnership.
  
           2.       Miscellaneous
  
                    2.1 This  Certification  and  Agreement is made solely for the
  benefit of the Investment  Partnership and WNC, and their respective  successors
  and  assignees,  and no other person shall acquire or have any right under or by
  virtue of this Agreement.
  
                    2.2  This  Certification  and  Agreement  may be  executed  in
  several  counterparts,  each of which shall be deemed to be an original,  all of
  which together shall constitute one and the same instrument.
  
                    2.3   Capitalized   terms   used  but  not   defined  in  this
  Certification Agreement shall have the meanings given to them in the Partnership
  Agreement.
  
           IN WITNESS WHEREOF,  this Certificate and Agreement is made and entered
            into as of the day of , 1996.
  
  PARTNERSHIP
  
  WOODLAND, LTD.
  
  ACHR HOUSING CORPORATION,
  
  By:   _________________________
           Nancy S. Spears,
           President
  
  Signatures continued on next page...
  
                                        C-3
  <PAGE>
  
  GENERAL PARTNER
  
  ACHR HOUSING CORPORATION
  
  
  
  By:  __________________________
           Nancy S. Spears,
           President
  
  
  ORIGINAL LIMITED PARTNER
  
  
  
  __________________________
  TERRY MOUNT
  
  
  
  
                                        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 4 ("Limited  Partner") by ACHR HOUSING  CORPORATION,
  General   Partner   of   WOODLAND,   LTD.,   an  Alabama   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 and correct 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 and the Special Limited Partner.
  
           (b) The Partnership Agreement and the Project Documents (as of the date
  hereof) 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 the plans
  and  specifications of the Project that have been or shall be hereafter approved
  by Regions Bank and AHFA, if required, and all applicable governmental entities,
  as such  plans  and  specifications  may be  changed  from time to time with the
  
  
                                        D-1
  <PAGE>
  
  approval of Regions Bank and AHFA 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,  except
  the General Partner has limited  recourse for  environmental  cleanup,  fraud or
  misrepresentation,  or misapplication of insurance proceeds, condemnation awards
  or rents.
  
           (g) The Partnership is in substantial  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 throughout the term of the Partnership (subject to usual interruptions).
  
           (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  and the
  Special  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
  
  
                                        D-2
  <PAGE>
  
  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,  except in  compliance  with
  law, 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 must promptly notify the
  Special  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) 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, to the extent permitted by law,  allocate to
  the Limited Partner the Projected Annual Tax Credits.
  
           (p) 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) All accounts of the Partnership required to be maintained under the
  terms of the Project Documents,  including,  without limitation, any reserves in
  accordance with Article VIII hereof,  as of the required time shall be funded to
  required levels, including levels required by any authority.
  
                                        D-3
  <PAGE>
  
           (s) Except as  required or  permitted  by this  Agreement,  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.
  
           (t) As of the date hereof,  no event has occurred  which  constitutes a
  material default under any of the Project Documents.
  
           (u) 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) as
  of  the  date  hereof,   the  Limited  Partner  to  be  liable  for  Partnership
  obligations,  provided however,  that 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,  that 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.
  
           (v) As of the date hereof, no event or proceeding,  including,  but not
  limited  to, any legal  actions  or  proceedings  before any court,  commission,
  administrative   body  or  other  governmental   authority,   and  acts  of  any
  governmental  authority  having  jurisdiction  over the  zoning or land use laws
  applicable to the Project,  has occurred the continuing effect of which has: (1)
  materially  or  adversely  affected  the  operation  of the  Partnership  or the
  Project; (2) materially or 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 that 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.
  
       (w) As of the date hereof,  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 the Special Limited Partner and which in the
  
  
                                        D-4
  <PAGE>
  
  aggregate  affect the ability of the Limited  Partner to obtain the  anticipated
  benefits of its investment in the Partnership.
  
           IN  WITNESS  WHEREOF,  the  undersigned  have set  their  hands to this
  General Partner Certification this day of 1996.
  
  
  GENERAL PARTNER
  
  ACHR HOUSING CORPORATION
  
  
  By:      _____________________
           Nancy S. Spears,
           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
  Marion,  Perry County,  Alabama,  has prepared  final working plans and detailed
  specifications  for  WOODLAND,   LTD.,  an  Alabama  limited   partnership  (the
  "Partnership"),  between  WNC  HOUSING  TAX  CREDIT  FUND V,  L.P.,  SERIES 4, a
  California  limited  partnership  ("Limited  Partner")  and the  Partnership  in
  connection  with the  construction  [rehabilitation]  of improvements on certain
  real property located in Marion, Perry County, Alabama (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 THE PARTNERSHIP
  
                             [ACCOUNTANT'S CERTIFICATE]
                              [Accountant's Letterhead]
  
  
  
  _______________, 199____
  
  
  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4 
  c/o WNC & Associates, Inc.
  3158 Redhill Ave., Suite 120
  Costa Mesa, California 92626
  
  RE:  Partnership Certification as to Amount
       of Eligible Tax Credit Base
  
  Gentlemen:
  
  In  connection  with the  acquisition  by WNC  HOUSING  TAX CREDIT FUND V, L.P.,
  SERIES 4 (the "Limited Partner") of a limited partnership  interest in WOODLAND,
  LTD., an Alabama limited  partnership (the  "Partnership")  which owns a certain
  parcel of land located in Marion, Perry County, Alabama 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:
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  GENERAL PARTNER:
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  FIRM NAME:
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  ADDRESS:
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  CITY, STATE, ZIP:
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  PHONE:
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  -------------------------------------       -----------------------------------
  PROPERTY NAME:
  -------------------------------------       -----------------------------------
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  ADDRESS:
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  CITY, STATE, ZIP:
                                              -----------------------------------
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  RESIDENT MANAGER:
  -------------------------------------       -----------------------------------
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  PHONE:
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  -------------------------------------       -----------------------------------
  ACCOUNTANT:
  -------------------------------------       -----------------------------------
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  FIRM:
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  ADDRESS:
  -------------------------------------       -----------------------------------
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  CITY, STATE, ZIP:
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  PHONE:
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  ------------------------------------       -----------------------------------
  MANAGEMENT COMPANY
  -------------------------------------       -----------------------------------
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  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  WOODLAND,  LTD.,  I hereby  certify as to the
  following:
  
       1. WOODLAND, LTD. owns a forty-two (42) unit project ("Project") in Marion,
  Perry County, Alabama.
  
       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
  Alabama 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)
                                        ------------  ------------   ------------
  
  
  (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 ACHR Housing  Corporation  ("Developer")  and
  WOODLAND,  LTD., an Alabama 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  Marion,  Perry
  County, Alabama, 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 forty-two (42)
  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  Seedco  and  Regions  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 Charter Construction Company.
  
           "Department" means the Alabama  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 Regions Bank and AHFA 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, 2009.
  
           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
  
  
                                         2
  <PAGE>
  
  pay the Developer a Development  Fee in the amount of $267,400.  The Development
  Fee shall be payable in  accordance  with  Section 3 of this  Agreement.  If the
  Development  Fee is not paid in full at the Permanent Loan Funding Date then the
  unpaid portion shall bear interest at a rate equal to the 5-year  Treasury money
  rate in effect as of the Permanent Loan Funding Date.
  
           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 finalization of the plans and specifications for 
  the Project, and projected construction schedules and costs.
  
                                         3
  <PAGE>
  
                                      (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 Marion 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 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.
  
                                         4
  <PAGE>
  
                                      (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  Marion  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
  WOODLAND,  LTD., 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.
  
                                      SECTION 3
                              DEVELOPMENT FEE PAYMENTS
  
           3.1  Services   Rendered  Prior  to  December  31,  1996.  The  Parties
  acknowledge  and agree that  Developer  has earned the sum of $____ for services
  rendered prior to December 31, 1996,  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 1996 income tax return.
  
                                         5
  <PAGE>
  
           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 WOODLAND, LTD., an Alabama 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
  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.
  
  
                                         6
  <PAGE>
  
  
  
                                      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:           ACHR Housing Corporation
                             319 W. Glenn
                             Auburn, Alabama 36830
  
  If to Owner:               WOODLAND, LTD.
                             319 W. Glenn
                             Auburn, Alabama 36830
  
  
           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
  Alabama  applicable to contracts  made and wholly  performed  within  Alabama by
  persons domiciled in Alabama.
  
                    (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,
  
  
                                         7
  <PAGE>
  
  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.
  
           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.
  
                                         8
  <PAGE>
  
           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 Alabama 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 ________________________, 1996.
  
  DEVELOPER:                          ACHR HOUSING CORPORATION
  
  
  
                                              By:      __________________________
                                                       Nancy S. Spears,
                                                       President
  
  
  OWNER:                              WOODLAND, LTD.
  
                                              ACHR HOUSING CORPORATION,
                                              General Partner
  
  
                                              By:      __________________________
                                                       Nancy S. Spears,
                                                       President
  
  
  
  
  
                                         10
  <PAGE>
  
  
                                     EXHIBIT A
  
  
  A lot or parcel of land  situated  in the  western  part of the City of  Marion,
  Perry County, Alabama,  described as commencing at a stake on the western margin
  of Garrot Street  thirty-four and one-half (34-1/2) feet southwest of the center
  of the  intersection  of said Garrot Street with Eutaw Street the same being the
  northeastern  corner of the lot or parcel of land  heretofore  conveyed  by J.C.
  Moore and C.J. Moore, his wife, to Ed Wedgeworth and Alice Wedgeworth by deed of
  date the 13th day of January  1903 and  recorded in the Probate  Office of Perry
  County, Alabama, in Book 199, Page 563, reference to said deed being hereby made
  for a more  particular  description  of said lot thence  running  west along the
  northern boundary line of said above south 695-1/2 feet to a stake;  thence east
  501 feet to a stake on the western margin of Garrot  Street;  thence north along
  the western margin of said Garrot Street 695-1/2 feet to the point of beginning;
  said lot or parcel of land herein  conveyed  containing  eight (8) acres more or
  less and being a portion of the lot or parcel of land hereinabove  described and
  conveyed to Ed Wedgeworth and Alice Wedgeworth.
  
  LESS AND EXCEPT right of way for public road issued to State Highway Department,
  November 16, 1956, and being more particularly described as follows: As shown by
  the right-of-way map of City Project,  as recorded in the office of the Judge of
  Probate of Perry County, Alabama.
  
  Beginning at Station 6+05, the south  property line;  thence North 0 degrees and
  00 minutes East for a distance of 702 feet to Station 13+07,  the north property
  line. Said strip of land being all that area lying between the centerline of the
  present road and a line 30 feet left of and parallel to the  centerline  of said
  project; lying in the SE-1/4 of the NW-1/4, Section 12, Township 19 North, range
  7 East, and containing 0.483 acres, more or less,  including that area now being
  used as a public road.
  
  Also,  easements to strips of land sufficient  length and width necessary for 
  the  construction of maintenance of inlet and outlet ditches  extending beyond 
  the above described right-of-way.
  
  
  <PAGE>
  
  
                                 GUARANTY AGREEMENT
  
  
           FOR VALUE  RECEIVED,  the  receipt and  sufficiency  of which is hereby
  acknowledged, and in consideration of the agreement of ACHR Housing Corporation,
  (the "Developer") to permit deferral of the $267,400 due from WOODLAND,  LTD. an
  Alabama  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.
  
                                         1
  <PAGE>
  
           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
  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
  Alabama and shall be construed and governed under Alabama 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
  Alabama and/or to the jurisdiction and venue of any United States District Court
  in the  State of  Alabama  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  Alabama,  even if it was,  in fact,
  executed and delivered elsewhere.
  
  
  
                                         2
  <PAGE>
  
  
  
  
           IN WITNESS WHEREOF,  the undersigned have hereunto caused this Guaranty
  Agreement to be executed as of _____________________, 1996.
  
  Signed, sealed and delivered                                  GUARANTOR:
  in the presence of:
  
  ____________________________                ACHR Housing Corporation
  Witness
  
                                              By:      ______________________
  ____________________________                         Nancy S. Spears,
  Notary Public                                                 President
  My Commission Expires:
                                                           Address for Guarantor:
  ----------------------------
                                                           319 W. Glenn
                                                           Auburn, Alabama 36830
           (NOTARY SEAL)
  
  
  
                                         3
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "SERIES 4", "secsgml_size_bytes": 938149}]
metadata_filer: {"company-data": {"conformed-name": "WNC HOUSING TAX CREDIT FUND V LP SERIES 4", "cik": "0000943906", "assigned-sic": "6513", "irs-number": "330707612", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-21897", "film-number": "97512143"}, "business-address": {"street1": "3158 REDHILL AVE", "street2": "STE 120", "city": "COSTA MESTA", "state": "CA", "zip": "92626", "phone": "7146625565"}, "mail-address": {"street2": "3158 REDHILL AVE STE 120", "city": "COSTA MESA", "state": "CA", "zip": "92626"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported):     December 31, 1996
  
                WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4 
               (Exact name of registrant as specified in its charter)
  
        California                    33-91136              33-0707612
  (State or other jurisdiction     (Commission            (IRS Employer
   of incorporation)                File Number)         Identification No.)
  
            3158 Redhill Avenue, Suite 120, Costa Mesa, California 92626
                 (Address of principal executive offices) (Zip Code)
  
  Registrant's telephone number, including area code:  (714) 662-5565
  
                                        N/A
            Former name or former address, if changed since last report)
  Item 2.  Acquisition or Disposition of Assets
  
           WNC Housing Tax Credit Fund V, L.P., Series 4 ("Series 4") has become a
  limited  partner  in  Ashford  Place,  L.P.,  an  Oklahoma  limited  partnership
  ("ASHFORD PLACE");  Lamar Plaza, L.P., a Missouri limited partnership ("LAMAR");
  and  Woodland  Townhomes,   L.P.,  an  Alabama  limited  partnership  ("WOODLAND
  TOWNHOMES").   ASHFORD  PLACE,   LAMAR  and  WOODLAND  TOWNHOMES  are  sometimes
  hereinafter referred to as the "Local Limited  Partnerships." ASHFORD PLACE owns
  the Ashford Place  Apartments in Shawnee,  Oklahoma;  LAMAR owns the Lamar Plaza
  Apartments in Lamar, Missouri; and WOODLAND TOWNHOMES owns Woodland Townhomes in
  Marion,  Alabama.  These properties are sometimes hereinafter referred to as the
  Apartment Complexes.
  
           The following tables contain  information  concerning the Local Limited
  Partnerships.
  
                                         2
  ACTUAL OR                                                         LOCAL LIMITED   YEAR
                                            ESTIMATED     ESTIMATED                              PERMANENT    PARTNERSHIP'S   CREDITS
                                            CONSTRUC-     DEVELOP-                               MORTGAGE     ANTICIPATED     TO BE
  LOCAL          PROJECT                     TION         MENT COST    NUMBER OF    BASIC        LOAN         AGGREGATE       FIRST
  LIMITED        NAME/NUMBER  LOCATION OF   COMPLETION    (INCLUDING   APARTMENT    MONTHLY      PRINCIPAL    TAX CREDITS     AVAIL-
  PARTNERSHIP    OF BUILDINGS PROPERTY      DATE          LAND COST)   UNITS        RENTS        AMOUNT       (1)             ABLE
  ASHFORD        Ashford       Shawnee       December     $813,449      32 1BR      $360         $2,187,000   $3,901,370      1997
  PLACE          Place         (Pottawato-   1997                       units                    Greystone
                 Apartments    mie Co.),                                60 2BR      $438         & Co. (2)
                               Oklahoma                                 units
                 7 buildings                                            8 3BR       $506
                                                                        units
  LAMAR          Lamar Plaza    Lamar        June       $1,679,720      24 2BR      $285         $888,400     $1,343,440      1997
                 Apartments     (Barton      1997                       units                    Missouri     (federal)
                                Co.),                                   4 3BR       $320         Housing      $53,738
                 7 buildings    Missouri                                units                    Develop-     (Missouri)
                                                                                                 ment
                                                                                                 Commission
                                                                                                 (3)
  WOODLAND       Woodland       Marion        September  $2,616,040    32  1BR      $178         $51,500      $2,230,740      1997
  TOWNHOMES      Townhomes      (Perry        1997                     units                     Regions
                                Co.),                                  10  2BR      $212         Bank (4)
                 6 buildings    Alabama                                units
                                                                                                 $1,245,000
                                                                                                 HOME (5)
  (1) Low Income Housing Credits are available over a 10-year period. For the year
  in which the credit  first  becomes  available,  Series 4 will receive only that
  percentage of the annual credit which corresponds to the number of months during
  which  Series 4 was a limited  partner  of the Local  Limited  Partnership,  and
  during which the Apartment Complex was completed and in service.
  
  (2)  Greystone & Co. will provide the mortgage  loan for a term of 18 years
  at an annual  interest  rate of 8.5%.  Principal  and  interest  will be payable
  monthly based on a 30-year amortization schedule.  Outstanding principal will be
  due on maturity.
  
  (3) Missouri Housing Development Commission will provide the mortgage loan for a
  term of 40 years at an annual  interest rate of 1%.  Principal and interest will
  be paid monthly based on a 40-year amortization schedule.
  
  (4) Regions Bank will provide the first  mortgage loan for a term of 20 years at
  an annual interest rate of 9.5%.  Principal and interest will be payable monthly
  based on a 20-year amortization schedule.
  
  (5) HOME will  provide  the  second  mortgage  loan for a term of 30 years at an
  annual  interest rate of 0.5%.  Principal  and interest will be payable  monthly
  based on a 30-year amortization schedule.
  3
  The following is a discussion of the approximate population and general location
  of, and the employers in, the  communities in which the Apartment  Complexes are
  located.
  
  Shawnee (ASHFORD PLACE): Shawnee (population 26,800) is in central Oklahoma near
  the juncture of  Interstate  Highway 40 and U.S.  Highway 177  approximately  35
  miles east of Oklahoma City. The major  employers for Shawnee  residents are TDK
  Ferrites (ceramic magnets),  Mobil Chemical,  Wolverine Tube (copper tubing) and
  Shawnee Regional Hospital.
  
  Lamar (LAMAR):  Lamar  (population  4,500) is in  southwestern  Missouri on U.S.
  Highway 160 near the  intersection of U.S.  Highway 71,  approximately  51 miles
  northwest of Springfield. The major employers for Lamar residents are O'Sullivan
  Furniture, Thorco Display Metal Racks and Barton County Hospital.
  
  Marion (WOODLAND  TOWNHOMES):  Marion  (population 4,400) is in central Alabama,
  approximately  91 miles  northwest  of  Montgomery  on State  Route 5. The major
  employers for Portage  residents  are the Perry County Board of  Education,  C-T
  South (iron  casing),  Niemands  Industries  (packaging and filling) and Griffin
  Wood (lumber).
  
                                         4
  ESTIMATED
                                                                                                                         ACQUISI-
                                               LOCAL                            SHARING RATIOS:                          TION FEES
                                               GENERAL                          ALLOCATIONS (4)     SERIES 4's           PAYABLE
  LOCAL          LOCAL                         PARTNERS'      SHARING RATIOS:   AND SALE OR         CAPITAL              TO
  LIMITED        GENERAL        PROPERTY       DEVELOPMENT    CASH FLOW         REFINANCING         CONTRIBUTION         FUND
  PARTNERSHIP    PARTNERS       MANAGER (1)    FEE (2)        (3)               PROCEEDS (5)        (6)                  MANAGER
  ASHFORD        The Cowen      Insignia       $591,714       WNC: 15% but      98.99/.01/1         $2,317,180           $231,700
  PLACE          Group, L.L.C.  Management                    no less than      50/50
                                Group                         $2,500 per year
  
                                                              LGP: 67% of
                                                              the balance
  
                                                              The balance:
                                                              WNC:  25%
                                                              LGP:  75%
  LAMAR          MBL            The Remus      $146,700       WNC: 15% but      (7)                 $797,842             $79,800
                 Development,   Company                       no less than
                 Co.                                          $850 per year
  
                                                              LGP: 40% of the
                                                              balance
  
                                                              The balance:
                                                              WNC:  50%
                                                              LGP:  50
  WOODLAND       Alabama        Charter       $267,400        WNC: 30% but      98.99/.01/1         $1,347,008           $134,700
  TOWNHOMES      Council        Property                      no less than      50/50
                 on Human       Management                    $1,200 per year
                 Relations      Co., Inc.
                 Housing Corp.                                LGP:  40% of the
                                                              balance
  
                                                              The balance:
                                                              WNC:  15%
                                                              LGP:  85%
  (1) The maximum annual  management fee payable to the property manager generally
  is determined  pursuant to lender  regulations.  Each 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) Each Local  Limited  Partnership  will pay its Local  General  Partner(s)  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 4.
  
  (3)  Reflects  the amount of the net cash flow from  operations,  if any,  to be
  distributed to Series 4 ("WNC") and the Local General  Partner(s) ("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 Series 4 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 of Series 4 and the Local General  Partner(s)  in profits,  losses and
  Low  Income  Housing  Credits  commencing  with  entry of  Series 4 as a limited
  partner.
  
                                         5
  (5)  Reflects  the  percentage  interests  of  Series  4 and the  Local  General
  Partner(s) in any net cash proceeds  from sale or  refinancing  of the Apartment
  Complex,  after payment of the mortgage loan and other Local Limited Partnership
  obligations (see, e.g., note 3), and the following,  in the order set forth: the
  capital  contribution  of Series 4 (the tax liability of Series 4 in the case of
  ASHFORD PLACE);  and the capital  contribution  of the Local General  Partner(s)
  (the tax  liability  of the  Local  General  Partner(s)  in the case of  ASHFORD
  PLACE).
  
  (6)  Series  4 will  make  its  capital  contributions  to  each  Local  Limited
  Partnership  in  stages,  with each  contribution  due when  certain  conditions
  regarding  construction  or  operations  of  the  Apartment  Complex  have  been
  fulfilled.
  
  (7) Subject to certain  special  allocations,  Federal Tax  Credits,  losses and
  income are allocated 98.98% to Series 4, .01% to WNC Housing,  L.P., the special
  limited partner,  .01% to D. Kim Lingle,  the original limited partner and 1% to
  the Local General Partner. This property also has Missouri Tax Credits which are
  allocated solely to the original limited partner. Net cash proceeds from sale or
  refinancing  of the  Apartment  Complex,  after payment of the mortgage loan and
  other Local Limited  Partnership  obligations,  and the capital  contribution of
  Series 4, the  special  limited  partner,  the  Local  General  Partner  and the
  original limited partner, are distributable 50% to Series 4 and 50% to the Local
  General Partner.
  6
  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 Ashford Place, A Limited Partnership
  
                    10.2     Amended and Restated Agreement of Limited Partnership
                             of Lamar Plaza Apartments, L.P.
  
                    10.3     Amended  and Restated Certificate and Agreement of 
                             Limited Partnership of Woodland, Ltd.
  
                                         7
  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:    January 27, 1997             By:  WNC & Associates, Inc.
                                             General Partner
  
                                             By:      /s/ JOHN B. LESTER, JR.
                                                      John B. Lester, Jr.,
                                                      President
  
                                         8
  INDEX TO EXHIBITS
  
  Exhibit
  Number                                               Exhibit
  
  10.1              Amended and Restated Agreement of Limited Partnership of 
                    Ashford Place, A Limited Partnership
  
  10.2              Amended and Restated Agreement of Limited Partnership of 
                    Lamar Plaza Apartments, L.P.
  
  10.3              Amended and Restated Certificate and Agreement of Limited 
                    Partnership of Woodland, Ltd.
  AMENDED AND RESTATED
  
                         AGREEMENT OF LIMITED PARTNERSHIP OF
  
                        ASHFORD PLACE, A 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 Special 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     "General Partner" ..............................     6
           1.27     "Gross Asset Value" ............................     6
           1.28     "Guaranty Reserve Account"......................     7
           1.29     "Hazardous Substance"...........................     7
           1.30     "Improvements"..................................     7
           1.31     "Incentive Management Fee"......................     7
           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"..............................     9
           1.40     "Management Agreement"..........................     10
           1.41     "Minimum Set-Aside Test"........................     10
           1.42     "Mortgage" or "Mortgage Loan"...................     10
           1.43     "Mortgage Note".................................     10
           1.44     "Nonrecourse Deductions"........................     10
           1.45     "Nonrecourse Liability".........................     10
  
                                         i
  1.46     "Operating Deficit" ............................     10
           1.47     "Operating Deficit Guarantee Period"............     10
           1.48     "Operating Loans"...............................     10
           1.49     "Original Limited Partner" .....................     11
           1.50     "Partner" ......................................     11
           1.51     "Partner Nonrecourse Debt" .....................     11
           1.52     "Partner Nonrecourse Debt Minimum Gain" ........     11
           1.53     "Partner Nonrecourse Deductions" ...............     11
           1.54     "Partnership" ..................................     11
           1.55     "Partnership Minimum Gain" .....................     11
           1.56     "Permanent Mortgage Commencement" ..............     11
           1.57     "Person" .......................................     11
           1.58     "Project" ......................................     11
           1.59     "Project Documents" ............................     11
           1.60     "Projected Annual Tax Credits" .................     12
           1.61     "Projected Tax Credits" ........................     12
           1.62     "Qualified Tenants" ............................     12
           1.63     "Rent Restriction Test" ........................     12
           1.64     "Reporting Fee".................................     12
           1.65     "Revised Projected Tax Credits".................     12
           1.66     "Sale or Refinancing"...........................     12
           1.67     "Sale or Refinancing Proceeds" .................     12
           1.68     "Special Limited Partner".......................     12
           1.69     "State" ........................................     13
           1.70     "State Tax Credit Agency" ......................     13
           1.71     "Substitute Limited Partner" ...................     13
           1.72     "Tax Credit" ...................................     13
           1.73     "Tax Credit Conditions".........................     13
           1.74     "TRA 1986" .....................................     13
           1.75     "Treasury Regulations" .........................     13
           1.76     "Withdrawing" or "Withdrawal"...................     13
  
  II.      NAME ................................................         13
  
  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 ................................................         14
  
  VI.      GENERAL PARTNER'S CONTRIBUTIONS AND LOANS............         14
  
           6.1      Capital Contribution of General Partner.........     14
           6.2      Construction and Operating Obligations;
                      General Partner Loans.........................     14
           6.3      Other General Partner Loans.....................     16
           6.4      E. Allen Cowen, II..............................     16
  
  VII.     CAPITAL CONTRIBUTIONS OF LIMITED PARTNER.............         16
  
           7.1      Original Limited Partner........................     16
  
                                         ii
  7.2      Capital Contribution of Limited Partner.........     16
           7.3      Repurchase of Limited Partner's Interest........     19
           7.4      Reduction of Limited Partner's
                      Capital Contribution..........................     19
           7.5      Capital Contribution of Special Limited Partner.     21
           7.6      Return of Capital Contribution..................     21
           7.7      Liability of Limited Partner and Special
                    Limited Partner.................................     21
  
  VIII. WORKING CAPITAL AND RESERVES .......................             22
  
           8.1      Operation and Maintenance Reserve and
                    Replacement Reserve Account.....................     22
           8.2      Guaranty Reserve Account........................     22
           8.3      Other Reserves..................................     22
  
  IX.      MANAGEMENT AND CONTROL ..............................         23
  
           9.1      Power and Authority of General Partner .........     23
           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 ..........................     27
           9.6      Restrictions on Authority of General Partner....     28
           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.......     32
  
  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..........................     40
           10.6     Tax Allocations:  Code Section 704(c)...........     41
           10.7     Allocation Among Limited Partners...............     41
           10.8     Allocation Among General Partners ..............     41
           10.9     Modification of Allocations ....................     42
  
  XI.      DISTRIBUTION ........................................         42
  
           11.1     Distribution of Cash Flow From Operations ......     42
           11.2     Distribution of Sale or Refinancing Proceeds....     43
  
  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 .....................     44
           12.3     Invalid Assignment .............................     44
  
                                        iii
  12.4     Assignee's Rights to Allocations
                      and Distributions ............................     44
           12.5     Substitution of Assignee as Limited Partner
                    or Special Limited Partner......................     44
           12.6     Death, Bankruptcy, Incompetency, etc.
                      of a Limited Partner ...........................   45
  
  XIII. WITHDRAWAL, REMOVAL AND REPLACEMENT OF GENERAL
        PARTNER ............................................             45
  
           13.1     Withdrawal of General Partner ..................     45
           13.2     Removal of General Partner .....................     46
           13.3     Effects of a Withdrawal.........................     47
           13.4     Successor General Partner.......................     49
           13.5     Admission of Additional or Successor
                      General Partner ..............................     49
           13.6     Transfer of Interest ...........................     50
           13.7     No Goodwill Value...............................     50
  
  XIV.     BOOKS AND ACCOUNTS, REPORTS, TAX RETURNS,
           FISCAL YEAR AND BANKING .............................         50
  
           14.1     Books and Accounts .............................     50
           14.2     Accounting Reports .............................     51
           14.3     Other Reports ..................................     52
           14.4     Late Reports ...................................     53
           14.5     Annual Site Visits..............................     54
           14.6     Tax Returns.....................................     54
           14.7     Fiscal Year ....................................     54
           14.8     Banking ........................................     54
           14.9     Certificates and Elections .....................     54
  
  XV.      DISSOLUTION, WINDING UP, TERMINATION AND
           LIQUIDATION OF THE PARTNERSHIP ......................         55
  
           15.1     Dissolution of Partnership .....................     55
           15.2     Return of Capital Contribution upon
                      Dissolution ..................................     55
           15.3     Distributions of Assets ........................     55
           15.4     Deferral of Liquidation.........................     57
           15.5     Liquidation Statement ..........................     57
           15.6     Certificates of Dissolution; Certificate of
                      Cancellation of Certificate of Limited
                      Partnership ..................................     57
  
  XVI.     AMENDMENTS ..........................................         58
  
  XVII. MISCELLANEOUS ......................................             58
  
           17.1     Voting Rights ..................................     58
           17.2     Meeting of Partnership .........................     59
           17.3     Notices ........................................     59
           17.4     Successors and Assigns .........................     59
           17.5     Recording of Certificate of Limited
                    Partnership. ...................................     59
  
                                         iv
  17.6     Amendment of Certificate of Limited
                    Partnership ....................................     60
           17.7     Counterparts ...................................     60
           17.8     Captions .......................................     60
           17.9     Saving Clause...................................     61
           17.10    Tax Matters Partners...........................      61
           17.11    Expiration of Compliance Period................      61
           17.12    Number and Gender .............................      62
           17.13    Entire Agreement ..............................      62
           17.14    Governing Law .................................      62
           17.15    Attorney's Fees ...............................      62
           17.16    Receipt of Correspondence .....................      62
           17.17    Security Interest and Right of Set-Off ........      62
  
  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
                        ASHFORD PLACE, A LIMITED PARTNERSHIP
  
           THIS AMENDED AND RESTATED  AGREEMENT  OF LIMITED  PARTNERSHIP  is being
  entered into  effective  as of the date  written  below by and between THE COWEN
  GROUP, L.L.C., AN OKLAHOMA LIMITED LIABILITY COMPANY as the general partner (the
  "General Partner"), WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4 as the limited
  partner  (the  "Limited  Partner"),  WNC  HOUSING,  L.P. as the special  limited
  partner (the "Special Limited  Partner") and EARNEST COWEN and DORA COWEN as the
  withdrawing limited partners  (collectively referred to as the "Original Limited
  Partner").
  
                                      RECITALS
  
           WHEREAS,  ASHFORD  PLACE, A LIMITED  PARTNERSHIP , an Oklahoma  limited
  partnership (the  "Partnership")  recorded a certificate of limited  partnership
  with the Oklahoma  Secretary of State on August 6, 1996,  naming E. ALLEN COWEN,
  II as the sole general partner. A partnership agreement dated August 5, 1996 was
  entered  into by and  between  the  General  Partner  and the  Original  Limited
  Partner.
  
           WHEREAS,  on  December  11,  1996,  an Amended  Certificate  of Limited
  Partnership  was filed with the Oklahoma  Secretary  of State  showing THE COWEN
  GROUP,  L.L.C., AN OKLAHOMA LIMITED LIABILITY COMPANY as the correct name of the
  General Partner. However, the Amended Certificate of Limited Partnership did not
  include the  signature  of E. Allen  Cowen,  II as the  individual  sole general
  partner consenting to and agreeing to the change in the partnership structure.
  
           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 and the Special Limited Partner as partners of
  the  Partnership,  (iii)  the  liquidation  of the  Original  Limited  Partner's
  Interest in the Partnership,  (iv) the unequivocal consent of E. Allen Cowen, II
  to the correction of the name of the general  partner from E. Allen Cowen, II to
  The Cowen Group, L.L.C., (v) the payment of Capital Contributions by the Limited
  Partner and the Special Limited Partner to the Partnership,  (vi) the allocation
  of Income,  Losses,  Tax Credits and  distributions of Cash Flow From Operations
  and other cash funds of the Partnership  among the Partners (vii) the respective
  rights,  obligations  and  interests  of the  Partners  to each other and to the
  Partnership, and (viii) certain other matters.
  
           WHEREAS,  the  Limited  Partner,  the Special  Limited  Partner and the
  General  Partner  desire  hereby  to  amend  and  restate  the  Amended  Limited
  Partnership Agreement of the Partnership dated August 5, 1996.
  
                                         1
  NOW, THEREFORE,  in consideration of their mutual agreements herein set
  forth,  the Partners  hereby agree to amend and restate the Agreement of Limited
  Partnership of ASHFORD  PLACE, A LIMITED  PARTNERSHIP in its entirety to provide
  as follows:
  
                                      ARTICLE I
  
                                     DEFINITIONS
  
           Section 1.1 "Accountant"  shall mean Melvin  Gilbertson,  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  Special  Limited
  Partner.  Notwithstanding  any provision of this Agreement to the contrary,  the
  Special Limited Partner shall have the discretion to dismiss the Accountants.
  
           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 98.99% 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.
  
                                         2
  Section 1.6  "Agreement"  or  "Partnership  Agreement"  shall mean this
  Amended and Restated Agreement of Limited Partnership, as it may be amended from
  time  to  time.  Words  such as  "herein,"  "hereinafter,"  "hereof,"  "hereto,"
  "hereby" and "hereunder," when used with reference to this Agreement,  refers to
  this Agreement as a whole, unless the context otherwise requires.
  
           Section 1.7  "Assignee"  shall mean a Person who has  acquired all or a
  portion of the Limited Partner's  beneficial interest in the Partnership and has
  not become a Substitute Limited Partner.
  
           Section  1.8  "Bankruptcy"  or  "Bankrupt"  shall mean the making of an
  assignment for the benefit of creditors,  becoming a party to any liquidation or
  dissolution   action  or  proceeding,   the   commencement  of  any  bankruptcy,
  reorganization,  insolvency or other  proceeding  for the relief of  financially
  distressed debtors, or the appointment of a receiver,  liquidator,  custodian or
  trustee  and,  if any of the  same  occur  involuntarily,  the  same  not  being
  dismissed,  stayed or  discharged  within 90 days;  or the entry of an order for
  relief  under  Title 11 of the United  States  Code.  A Partner  shall be deemed
  Bankrupt  if  the  Bankruptcy  of  such  Partner  shall  have  occurred  and  be
  continuing.
  
           Section 1.9 "Capital Account" shall mean, with respect to each Partner,
  the account  maintained  for such Partner  comprised of such  Partner's  Capital
  Contribution  as increased by allocations to such Partner of Partnership  Income
  (or  items  thereof)  and any items in the  nature  of income or gain  which are
  specially  allocated  pursuant to Section 10.3 or 10.4 hereof,  and decreased by
  the amount of any  Distributions  made to such Partner,  and allocations to such
  Partner of Partnership  Losses (or items thereof) and any items in the nature of
  expenses or losses  which are  specially  allocated  pursuant to Section 10.3 or
  10.4 hereof.
  
           In the event of any  transfer  of an  interest  in the  Partnership  in
  accordance with the terms of this Agreement, the transferee shall succeed to the
  Capital  Account of the  transferor to the extent it relates to the  transferred
  interest.
  
           The foregoing  definition  and the other  provisions of this  Agreement
  relating to the  maintenance  of Capital  Accounts  are  intended to comply with
  Treasury Regulation Section 1.704-1(b), as amended or any successor thereto, and
  shall be  interpreted  and  applied in a manner  consistent  with such  Treasury
  Regulation.
  
           Section  1.10  "Capital  Contribution"  shall mean the total  amount of
  money, or the Gross Asset Value of property  contributed to the Partnership,  if
  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,  Capital
  Contributions,   Sale  or  Refinancing   Proceeds  or  proceeds  of  Partnership
  borrowings) from Partnership  operations,  determined on a cash basis, less debt
  payments,  capital  expenditures  to the  extent  not paid  from  borrowings  or
  reserves,  amounts set aside as reserves  pursuant to Article VIII and operating
  expenses  associated with rental and  maintenance of the Project;  but excluding
  deductions for cost recovery of buildings,  improvements and personal  property,
  and amortization of any financing fees.
  
           Section 1.12 "Code" shall mean the  Internal  Revenue Code of 1986,  as
  amended from time to time, or any successor statute.
  
           Section 1.13 "Completion of Construction"  shall mean the completion of
  construction  of the  Project  substantially  in  accordance  with  the  Project
  Documents in order to obtain the  required  certificates  of  occupancy  (or the
  local  equivalent) for all one hundred (100) 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,  which 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 Special  Limited  Partner"  shall mean the
  prior written consent or approval of the Special Limited Partner.
  
           Section  1.16  "Construction  Contract"  shall  mean  the  construction
  contract in the amount of $3,718,772,  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 One in the principal  amount of $2,200,000  and shall bear an interest
  accrual rate on the  principal  balance  outstanding  at CitiBank  Corporation's
  Prime plus 1%. Interest rate will be calculated on a monthly basis using 360 day
  year for a term of 18 months to provide funds for the acquisition,  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 E. Allen Cowen Ventures,  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,  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 E. Allen Cowen, II.
  
           Section 1.22  "Development Fee" shall mean the fee payable to
  the Developer pursuant to Section 9.2(a) of this Agreement for services incident
  to the  development  and  construction  of the  Project in  accordance  with the
  Development  Fee Agreement  between the  Partnership and the Developer dated the
  even date herewith and incorporated herein by this reference.
  
           Section 1.23  "Distributions"  shall mean the total amount of money, or
  the Gross Asset Value of property (net of liabilities  securing such distributed
  
                                         5
  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 "General  Partner" shall mean THE COWEN GROUP,  L.L.C., AN
  OKLAHOMA LIMITED LIABILITY COMPANY and such other Persons as are admitted to the
  Partnership  as  additional  or  substitute  General  Partners  pursuant to this
  Agreement.
  
           Section  1.27 "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
  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  Special
  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;
  
                                         6
  (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  1.27(d) to the extent the General  Partner  determines
  that  an  adjustment   pursuant  to  Section  1.27(b)  hereof  is  necessary  or
  appropriate in connection with a transaction  that would otherwise  result in an
  adjustment pursuant to this Section 1.27(d).
  
           If the Gross  Asset Value of an asset has been  determined  or adjusted
  pursuant to Section 1.27(a),  Section 1.27(b),  or Section 1.27(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 1.28 "Guaranty  Reserve Account" shall mean that account funded
  from the proceeds referenced in Section 7.2(b)(5) of this Agreement and operated
  in accordance with Section 8.2 of this Agreement.
  
           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  construction  of a one
  hundred  (100) unit  apartment  complex for  families in a good and  workmanlike
  manner substantially in accordance with the plans and specifications and Project
  Documents.
  
       Section 1.31 "Incentive Management Fee" shall have the meaning set forth in
  Section 9.2(e) hereof.
  
           Section  1.32 "Income and Losses"  shall mean,  for each fiscal year or
  other period,  an amount equal to the  Partnership's  taxable income or loss for
  
                                         7
  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  1.27(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
  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,
  
                                         8
  that 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  $4,000,000;  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
  Special 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 4, a California limited  partnership,  and such other Persons as
  are admitted to the  Partnership  as additional or Substitute  Limited  Partners
  pursuant to this Agreement.
  
           Section 1.39  "Management  Agent"  shall mean the  property  management
  company  which  oversees the property  management  functions for the Project and
  which is on-site at the Project.  The initial Management Agent shall be Insignia
  Management Group.
  
           Section 1.40 "Management  Agreement"  shall mean the agreement  between
  the Partnership and the Management Agent for property management services.
  
                                         9
  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.
  
           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  Greystone & Co., or its  successor or
  assignee,  the  principal sum of  $2,187,000,  plus interest on the principal at
  8.5% per annum over a term of 18 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).
  
           Section 1.47 "Operating Deficit Guarantee Period" shall mean the period
  commencing with the Completion of Construction and ending five years thereafter.
  
           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.
  
                                         10
  Section 1.49  "Original  Limited  Partner" shall mean EARNEST COWEN and
  DORA COWEN.
  
           Section  1.50  "Partner"  shall mean the General  Partner,  the Limited
  Partner and the Special 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 mean the approximately 11 acres of land in
  Shawnee,  Pottawatomie County,  Oklahoma, as more fully described in Exhibit "A"
  attached hereto and incorporated herein by this reference, and the Improvements.
  
           Section 1.59 "Project  Documents"  shall mean and include all documents
  delivered to or required by the  Construction  Loan and Mortgage Loan and/or any
  governmental  agency having jurisdiction over the Project in connection with the
  development,  construction  and  financing  of the  Project,  including  but not
  limited  to, the  approved  plans and  specifications  for the  development  and
  construction of the Project.
  
           Section 1.60  "Projected  Annual Tax  Credits"  shall mean LIHTC in the
  amount of  $257,465  for  1998,  $386,197  per year for each of the  years  1999
  through 2007, and $128,732 for 2008,  which the General Partner has projected to
  
                                         11
  be the total amount of LIHTC which will be  allocated to the Limited  Partner by
  the  Partnership,  constituting  98.99%  of the  aggregate  amount  of  LIHTC of
  $3,901,370 to be available to the Partnership;  provided,  however,  that if the
  Actual Tax Credit for 1998 is greater (or less than) $257,465, the Projected Tax
  Credit for the year 2008 shall be reduced (or  increased)  by an amount equal to
  the amount by which the Actual  Tax  Credit for 1998  exceeds  (or is less than)
  $257,465.
  
       Section  1.61  "Projected  Tax Credits"  shall mean LIHTC in the  aggregate
  amount of $3,901,370.
  
           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 "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  1.64  "Reporting  Fee" shall have the meaning set forth in Section
  9.2(d) hereof.
  
       Section 1.65  "Revised  Projected  Tax Credits"  shall have the meaning set
  forth in Section 7.4(a) hereof.
  
           Section  1.66 "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
  casualty at the Project or any part thereof,  a claim against a title  insurance
  company,  the  refinancing  or any Mortgage  Note or other  indebtedness  of the
  Partnership and any similar item or  transaction;  provided,  however,  that the
  payment of Capital  Contributions  by the Partners shall not be included  within
  the meaning of the term "Sale or Refinancing."
  
           Section  1.67  "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 1.68 "Special Limited Partner" shall mean WNC HOUSING,  L.P., a
  California  limited  partnership,  and such other Persons as are admitted to the
  Partnership as additional or substitute  Special  Limited  Partners  pursuant to
  this Agreement.
  
           Section 1.69 "State" shall mean the State of Oklahoma.
  
                                         12
  Section 1.70 "State Tax Credit  Agency"  shall mean the state agency of
  Oklahoma which has the  responsibility and authorization to administer the LIHTC
  program in Oklahoma.
  
           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 Tax  Credits or to avoid an event of
  recapture in respect of the Tax Credits.
  
           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.
  
                                     ARTICLE II
  
                                        NAME
  
       The  name  of  the   Partnership   shall  be  "ASHFORD   PLACE,  A  LIMITED
  PARTNERSHIP."
  
                                         13
  ARTICLE III
  
                    PRINCIPAL EXECUTIVE OFFICE/AGENT FOR SERVICE
  
           Section 3.1 Principal  Executive Office. The principal executive office
  of the Partnership is located at 2910 Pine Ridge Road,  Oklahoma City,  Oklahoma
  73120,  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 name of the agent for
  service of process on the  Partnership  is E. Allen Cowen,  II, whose address is
  2910 Pine Ridge Road, Oklahoma City, Oklahoma 73120.
  
                                     ARTICLE IV
  
                                       PURPOSE
  
           The  purpose  of the  Partnership  is to  acquire,  construct,  own and
  operate the Project in order to provide, in part, Tax Credits to the Partners in
  accordance  with  the  provisions  of the  Code  and  the  Treasury  Regulations
  applicable to LIHTC and to sell the Project. The Partnership shall not engage in
  any  business  or  activity  which is not  incident  to the  attainment  of such
  purpose.
  
                                      ARTICLE V
  
                                        TERM
  
           The  Partnership  term commenced upon the filing of the  Certificate of
  Limited  Partnership  in the  office  of,  and on the form  prescribed  by,  the
  Secretary  of State of the State,  and shall  continue  until  December 11, 2039
  unless terminated earlier in accordance with the provisions of this Agreement or
  as otherwise provided by law.
  
                                     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 an amount  required  to make the
  General  Partner's  Capital account and the Limited Partner's capital account in
  the ratio of 1% to 98.99%  respectively.  Contribution  shall be made at time of
  closing of permanent loan.
  
       Section 6.2 Construction and Operating Obligations; General Partner Loans.
  
           (a) The General  Partner  shall cause  Completion  of  Construction  in
  accordance with the Project Documents,  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
  
                                         14
  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
  April 30, 1998 ("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.  For purposes of this  Agreement  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);  (2) prior to
  completing the Improvements, there is an uncured default under or termination of
  the Construction Loan, Mortgage Loan commitment, or other material documents; or
  (3) a  foreclosure  action is  commenced  against the  Partnership,  then at the
  Special Limited Partner's  election,  either the General Partner will be removed
  from the  Partnership  and the  Special  Limited  Partner  will be  admitted  as
  successor  General Partner,  all in accordance with Article XIII hereof,  or the
  General  Partner will  repurchase  the Interests of the Limited  Partner and the
  Special Limited Partner for an amount equal to the amounts  theretofore  paid by
  the Limited Partner and the Special Limited Partner, and the Limited Partner and
  the Special 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 60 days
  after the General Partner receives written demand from the Limited Partner.
  
           (b) During the Operating Deficit Guarantee Period, the General Partner,
  as  required  from  time to time,  shall  provide  Operating  Loans  in  amounts
  necessary  to  cover  any  Operating  Deficits.  Each  Operating  Loan  shall be
  nonrecourse to the Partners,  and shall be repayable out of 50% of the available
  Cash Flow From  Operations or 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
  
                                         15
  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 Special  Limited
  Partner,  the General  Partner may loan to the  Partnership any sums required by
  the  Partnership  and not  otherwise  reasonably  available to it. 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 Special 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.
  
       Section 6.4 E. Allen  Cowen,  II.  Except for  Developer  Fee, Mr. E. Allen
  Cowen,  II acknowledges  that he has no further  interest in the Partnership and
  has  released all claims,  if any,  against the  Partnership  arising out of his
  participation, as an individual, in the Partnership.
  
                                     ARTICLE VII
  
                      CAPITAL CONTRIBUTIONS OF LIMITED PARTNER
                             AND SPECIAL LIMITED PARTNER
  
           Section 7.1 Original Limited Partner.  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 $2,317,180, as may be
  adjusted in accordance with Section 7.4 of this Agreement,  in cash on the dates
  and  subject  to the  conditions  hereinafter  set  forth.  Notwithstanding  the
  preceding sentence,  if the Partnership earns and allocations $100,000 of LIHTCs
  to the  Limited  Partner in 1997 then the  Limited  Partner  will  increase  its
  Capital  Contribution  to  $2,355,803,  as may be  adjusted in  accordance  with
  Section  7.4  of  this  Agreement.  The  difference  in  the  increased  Capital
  Contribution  will be paid when the next Limited  Partner  Capital  Contribution
  payment is due and payable.
  
       (a) The  obligation  of the Limited  Partner to pay the  aforesaid  Capital
  Contribution shall be subject to the satisfaction of the following conditions:
  
                                         16
  (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;
  
                    (4) prior to the Capital  Contribution  payment  referenced in
  Section  7.2(b)(3) the General  Partner  shall deliver to the Limited  Partner a
  certificate of occupancy 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 Greystone & Co. to close the Mortgage and
  disburse 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 General Partner, verifying each tenant's eligibility as
  a Qualified Tenant;
  
                    (7) prior to each  Capital  Contribution  payment  through and
  including  7.2(b) (3) the General  Partner shall deliver to the Limited  Partner
  copies of all inspecting architect's application 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
  
                                         17
  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  previous 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) $532,135  will be payable upon  admittance  of the Limited
  Partner into the  Partnership,  provided the  conditions of Section  7.2(a) have
  been  met.  The  Capital  Contribution  installment  will be paid into an escrow
  account, agreed to by and among the Partners, which escrow account will disburse
  the funds to  specifically  enumerated  Persons  with the Consent of the Special
  Limited  Partner  for the  purpose of meeting the  Partnership's  10%  carryover
  allocation;
  
                    (2) $1,205,692 will be payable at the start of construction as
  evidenced by the  Construction  Loan closing and delivery to the Limited Partner
  evidence  that the  Contractor  has  obtained  adequate  bonding,  provided  the
  conditions of Section 7.2(a) have been met. The Capital Contribution installment
  will be paid to Bank One's  construction loan  disbursement  account and will be
  disbursed by Bank One to the Partnership in accordance with their procedures;
  
                    (3)      $231,741 will be payable:
  
       (A)  upon  Completion  of  Construction  as  evidenced  by  the  inspecting
  architect's certification,  in a form substantially similar to the form attached
  hereto as Exhibit "E" and incorporated herein by this reference;
  
       (B) the issuance of a permanent  certificate  of occupancy  (or  equivalent
  evidence of local occupancy approval) for all units;
  
       (C) receipt of a letter from the Contractor  stating all amounts payable to
  the  Contractor  have  been  paid in full  and that  the  Partnership  is not in
  violation of the Construction Contract;
  
       (D) verification that the Partnership has obtained Insurance; and
  
       (E) provided the conditions of Section 7.2(a) have been met.
  
                                         18
  (4)      $173,806 will be payable:
  
       (A) the date the Project  maintains a Debt Service  Coverage of 1.15 for 90
  consecutive days;
  
       (B) delivery to the Limited Partner of tenant income  verification  data to
  determine that 100% of the apartment  units in the Project qualify under Section
  42 of the Code;
  
       (C)  delivery to the Limited  Partner of a fully  executed  set of Mortgage
  documents and an ALTA Owner's Title Insurance Policy;
  
       (D) delivery to the Limited Partner of the  construction  cost  certificate
  which includes an itemized cost  breakdown,  the  Accountant's  final tax credit
  certification  setting forth the Project's eligible basis with the amount of Tax
  Credits to which the Partnership is entitled, in a form substantially similar to
  the  form  attached  hereto  as  Exhibit  "F" and  incorporated  herein  by this
  reference;
  
       (E)  delivery  to  the  Limited  Partner  of  a  copy  of  the  restrictive
  covenant/extended use agreement; and
  
       (F) provided the conditions of Section 7.2(a) have been met; and
  
                    (5)  $173,806  will be payable  when all the above  conditions
  have been met and upon the  Limited  Partner's  receipt 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.  $100,000 of the funds  referenced in this Section
  7.2(b)(5)  will be  distributed  to the  Guaranty  Reserve  Account  and used in
  accordance with Section 8.2 of this Agreement.
  
           Section 7.3 Repurchase of Limited  Partner's  Interest.  Within 60 days
  after the General  Partner  receives  written  demand  from the Limited  Partner
  and/or the Special Limited Partner, the Partnership shall repurchase the Limited
  Partner's  Interest  and/or  the  Special  Limited  Partner's  Interest  in  the
  Partnership  by  refunding  to it  in  cash  the  full  amount  of  the  Capital
  Contribution  which the Limited  Partner and/or the Special  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 April 30, 1998;
  
       (c) achieve 90%  occupancy of the Project by  Qualified  Tenants by October
  31, 1998;
  
                                         19
  (d) obtain Permanent Mortgage Commencement by October 31, 1998;
  
       (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
  
       (f) obtain a carryover allocation,  within the meaning of Section 42 of the
  Code, from the State Tax Credit Agency on or before December 31, 1996.
  
           Section 7.4 Reduction of Limited Partner's Capital Contribution.
  
           (a) If the anticipated  amount of Projected Tax Credits to be allocated
  to the Limited  Partner and Special  Limited  Partner as  evidenced  by IRS Form
  8609,  Schedule A  thereto,  and the  audited  construction  cost  certification
  provided to the Limited Partner is less than $3,862,356 (the "Revised  Projected
  Tax Credits") then the Limited  Partner's and Special Limited  Partner's Capital
  Contribution  provided for in Section 7.2 and Section 7.5 respectively  shall be
  reduced by the amount which will make the total Capital  Contribution to be paid
  by the Limited Partner and Special  Limited Partner to the Partnership  equal to
  60% (or 61% if the conditions referenced in Section 7.2(a) have been met) of the
  Revised  Projected  Tax Credits so  anticipated  to be  allocated to the Limited
  Partner and Special Limited Partner.
  
           (b) The General  Partner is  required  to use its best  efforts to rent
  100% of the  Project's  apartment  units to  Qualified  Tenants  throughout  the
  Compliance Period. If at any time during the first five calendar years following
  the year in which the  Project is placed in  service,  the Actual Tax Credit for
  any fiscal 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),  then the
  amount of the reduction shall be applied to the next Capital  Contribution  owed
  by the Limited Partner or the Special 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 or the Special
  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  or  Special  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 or the Special  Limited  Partner within
  ninety days of the General Partner  receiving notice of the Reduction  Shortfall
  from the Limited Partner and/or the Special Limited Partner.
  
                                         20
  (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(d) at the
  rate equal to the 5-year Treasury money rate at the time of the Credit Shortfall
  Loan,  or, if lesser,  the maximum  legal rate.  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) resulting in a recapture of Tax Credits previously claimed,  then,
  in  addition  to any other  payments  to which the  Limited  Partner and Special
  Limited  Partner is  entitled  under the terms of this  Section  7.4 the General
  Partner shall pay to the Limited Partner and the Special Limited Partner the sum
  of (1) the deficiency  assessed  against the Limited  Partner or Special Limited
  Partner as a result of the Tax Credit recapture,  (2) any interest and penalties
  imposed on the Limited  Partner or Special  Limited Partner with respect to such
  deficiency,  and (3) an amount  sufficient to pay any tax liability  owed by the
  Limited  Partner or Special  Limited  Partner  resulting from the receipt of the
  amounts specified in (1) and (2).
  
           Section  7.5  Capital  Contribution  of Special  Limited  Partner.  The
  Special Limited Partner shall make a Capital Contribution of $234 at the time of
  the  Limited  Partner's  Capital  Contribution  payment  referenced  in  Section
  7.2(b)(1).  The Special  Limited  Partner shall be in a different class from the
  Limited  Partner and,  except as otherwise  expressly  stated in this Agreement,
  shall not  participate in any rights  allocable to or exercisable by the Limited
  Partner under this Agreement.
  
                                         21
  Section  7.6  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 Special  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  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 7.7 Liability of Limited Partner and Special  Limited  Partner.
  The Limited  Partner and Special  Limited Partner shall not be liable for any of
  the debts, liabilities,  contracts or other obligations of the Partnership.  The
  Limited Partner and Special 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  $200.00  per  residential  unit per  year for the  purpose  of
  repairs,  maintenance and capital repairs. Said deposit shall be made monthly in
  equal  installments.  Withdrawals  from such account shall be made only with the
  Consent of the Special Limited Partner.  Any balance remaining in these accounts
  at the time of a sale of the Project shall be allocated and distributed  equally
  between the General Partner and the Limited Partner.
  
                                         22
  Section 8.2 Guaranty Reserve Account. A Guaranty Reserve Account in the
  amount of $100,000 will be established  from the proceeds  referenced in Section
  7.2(b)(5) of this Agreement.  If the Section 7.2(b)(5) proceeds are insufficient
  to establish the entire  $100,000  account at the time the  disbursement  of the
  Section  7.2(b)(5)  proceeds is allowable then the General Partner will promptly
  fund the difference within 30 days. The Guaranty Reserve Account will be held by
  the Special  Limited Partner in an interest  bearing and fully insured  account.
  The  funds in the  Guaranty  Reserve  Account  may be used to pay any  Operating
  Deficit  referenced  in Section  6.2(b) of this  Agreement;  or pay a  Reduction
  Shortfall  or  Annual  Credit  Shortfall  referenced  in  Section  7.4  of  this
  Agreement.  If any funds in this Guaranty  Reserve Account are disbursed  during
  the calendar year then the General  Partner must replenish the Guaranty  Reserve
  Account to its original  $100,000 balance no later than January 30th of the year
  immediately  following  the  year in  which  the  funds  are  disbursed  and not
  replenished.  If the funds are not  replenished in full by the above  referenced
  date then there  shall be no  further  disbursement  of funds from the  Guaranty
  Reserve  Account until the funds are  replenished  in full.  Funds shall only be
  disbursed  from this  Guaranty  Reserve  Account with the Consent of the Special
  Limited Partner, which shall not be unreasonably withheld,  after receipt by the
  Special  Limited  Partner of a written request of the General Partner to release
  the funds and receipt of necessary and reasonable  documentation  substantiating
  the need and reasons for the use of the  Guaranty  Reserve  Account  funds.  The
  Guaranty Reserve Account shall terminate on the fifth anniversary of its initial
  complete  funding and any funds  contained  therein shall be paid to the General
  Partner. The Guaranty Reserve Account may terminate earlier than provided herein
  if, at the discretion of the Limited Partner,  the General  Partner's  financial
  position has increased to an amount that can cover any Operating Deficit.
  
           Section 8.3 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.
  
                                         23
  ARTICLE IX
  
                               MANAGEMENT AND CONTROL
  
           Section  9.1 Power and  Authority  of General  Partner.  Subject to the
  receipt of Consent of the Special  Limited Partner or the 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.  If there is
  more than one General  Partner,  all acts,  decisions or consents of the General
  Partners  shall  require  the  concurrence  of all of the General  Partners.  No
  actions taken without the  authorization  of all the General  Partners  shall be
  deemed valid actions taken by the General  Partners  pursuant to this Agreement.
  No Limited  Partner or Special  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  $591,714.  The  Development  Fee shall  first be paid from  available
  proceeds referenced in Section 9.2(b) of this Agreement and if not paid in full,
  then the  Development  Fee will be paid in accordance  with the  Development Fee
  Agreement.
  
           (b) Notwithstanding the preceding, the Partnership shall retain the sum
  of $2,317,414 from the Capital  Contributions paid pursuant to Section 7.2(b) of
  this Agreement to be used for supplemental  development costs including, but not
  limited  to, land  costs,  architectural  fees,  survey and  engineering  costs,
  financing  costs,  loan  fees,  building  materials  and  labor,  but the amount
  retained  shall  in  no  event  be  greater  than  the  difference  between  the
  Construction  Loan and the Mortgage Loan. If any such funds are remaining  after
  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
  
                                         24
  accordance with the Management  Agreement.  The term of the Management Agreement
  shall not  exceed one year,  and the  execution  or  renewal  of any  Management
  Agreement shall be subject to the prior Consent of the Special Limited  Partner.
  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 Special Limited Partner.
  
                    (2) The  appointment  of any  successor  Management  Agent  is
  subject to the Consent of the Special  Limited  Partner which may only be sought
  after the General Partner has provided the Special Limited Partner  accurate and
  complete disclosure respecting the proposed Management Agent.
  
           (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 $2,500 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 $2,500,  the unpaid portion  thereof shall accrue 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 67% 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
  
                                         25
  returns,  and preparing and  disseminating  reports on the status of the Project
  and the  Partnership,  all as  required by Article  XIV of this  Agreement.  The
  Incentive  Management  Fee  shall  be  payable  within  seventy-five  (75)  days
  following each calendar year and shall be payable from Cash Flow From Operations
  in the  manner  and  priority  set  forth  in  Section  11.1.  If the  Incentive
  Management  Fee is not paid in any year it  shall  not  accrue  for  payment  in
  subsequent years.
  
           Section 9.3 Specific Powers of the General Partner.
  
           Subject to the other provisions of this Agreement,  the General Partner
  shall have the following powers:
  
           (a) In the  Partnership's  name and on its behalf,  the General Partner
  may hold,  sell,  transfer,  lease or otherwise deal with any real,  personal or
  mixed property,  interest therein or appurtenance thereto in accordance with the
  purpose of this Agreement as indicated in Article IV hereto;
  
           (b) In the  Partnership's  name and on its behalf,  the General Partner
  may employ,  contract and otherwise deal with, from time to time,  Persons whose
  services  are  necessary  or  appropriate  in  connection  with  management  and
  operation  of  the  Partnership   business,   including,   without   limitation,
  contractors,  agents, brokers,  Accountants and Management Agents (provided that
  the selection of any Accountant or Management  Agent has received the Consent of
  the Special 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;
  
                                         26
  (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 a Tax Credit 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 Special Limited Partner under Section 42 of
  the Code to allow the  Partnership  or its Partners to claim the Tax Credit,  to
  file  Form  8609 with  respect  to the  Project  as  required,  for at least the
  duration  of the  Compliance  Period  to  operate  the  Project  and  cause  the
  Management  Agent to manage the Project so as to comply with the requirements of
  Section 42 of the Code, as amended, or any successor thereto, including, but not
  limited to, Section 42(g) and Section  42(i)(3) of the Code, as amended,  or any
  successors thereto, to make all certifications  required by Section 42(l) of the
  Code, as amended, or any successor thereto, and to operate the Project and cause
  the  Management  Agent to manage the  Project so as to comply with all other Tax
  Credit Conditions.
  
       Section 9.4  Authority  Requirements.  During the  Compliance  Period,  the
  following provisions shall apply:
  
           (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.
  
                                         27
  Section  9.5  Limitations  on General  Partner's  Power and  Authority.
  Notwithstanding  the  provisions  of this Article IX, the General  Partner shall
  not:
  
       (a)  Except as  required  by  Section  9.4,  act in  contravention  of this
  Agreement;
  
       (b) Act in any  manner  which  would  make it  impossible  to  carry on the
  ordinary business of the Partnership;
  
       (c) Confess a judgment against the Partnership;
  
       (d) Possess Partnership property, or assign the Partner's right in specific
  Partnership property, for other than the exclusive benefit of the Partnership;
  
       (e)  Admit a  Person  as a  General  Partner  except  as  provided  in this
  Agreement;
  
       (f)  Admit a  Person  as a  Limited  Partner  except  as  provided  in this
  Agreement;
  
       (g) Violate any provision of the Mortgage Loan or Mortgage Note;
  
       (h) Cause the  Project  apartment  units to be rented to anyone  other than
  Qualified Tenants;
  
       (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  Special  Limited
  Partner or the consent of the  Limited  Partner  unless the General  Partner has
  received the Consent of the Special Limited Partner.
  
           Section 9.6  Restrictions  on  Authority  of General  Partner.  Without
  consent of the Special Limited Partner the General Partner shall not:
  
       (a) Sell, exchange, lease or otherwise dispose of the Project;
  
                                         28
  (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) Engage in any transaction not expressly  contemplated by this Agreement
  in which the  General  Partner has an actual or  potential  conflict of interest
  with the Limited Partner or the Special Limited Partner;
  
       (d) Contract  away the fiduciary  duty owed to the Limited  Partner and the
  Special Limited Partner at common law;
  
       (e) 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;
  
       (f) 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 approved by the Special Limited  Partner,  as provided in Section 14.3(i)
  hereof;
  
       (g) Cause the merger or other reorganization of the Partnership; or
  
       (h) Dissolve the Partnership.
  
       Section 9.7 Duties of 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
  
                                         29
  for the Project to  initially  qualify,  and to  continue  to  qualify,  for Tax
  Credits; (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 Tax Credits from the Agency;
  
           (f) Use its best  efforts  to keep the  Project  and  Project  dwelling
  units, in decent,  safe, sanitary and good condition,  repair and working order,
  ordinary use and obsolescence  excepted,  and make or cause to be made from time
  to time  all  necessary  repairs  thereto  (including  external  and  structural
  repairs) and renewals and replacements thereof;
  
           (g) Pay, before the same shall become  delinquent and before  penalties
  accrue thereon all Partnership taxes, assessments and other governmental charges
  against the  Partnership or its  properties,  and all of its other  liabilities,
  except to the extent and so long as the same are being  contested  in good faith
  by appropriate  proceedings in such manners as not to cause any material adverse
  effect  on  the  Partnership's   property,   financial   condition  or  business
  operations, with adequate reserves provided for such payments;
  
           (h)  Permit,  and cause the  Management  Agent to permit,  the  Special
  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,  Tax Credit  compliance  data and
  plans and  specifications  and deliver  copies  thereof and such  reports as may
  reasonably be required by the Special Limited Partner. The General Partner shall
  provide the Special 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 Apartment  Complex,  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;
  
                                         30
  (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 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 only 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, such as expenses for advertising and promotion,  management,
  utilities,  repair and maintenance,  Insurance,  Partner communications,  legal,
  accounting, statistical and bookkeeping services, use of computing or accounting
  equipment,  travel and  telephone  expenses,  salaries  and direct  expenses  of
  Partnership  employees  while  engaged in  Partnership  business,  and any other
  operational and  administrative  expenses necessary for the prudent operation of
  the Partnership.  Without  limiting the generality of the foregoing,  "operating
  cash expenses" shall include fees paid by the Partnership to the General Partner
  or any  Affiliate of the General  Partner  permitted by this  Agreement  and the
  actual cost of goods,  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,
  
                                         31
  and (B) salaries,  fringe  benefits,  travel  expenses and other  administrative
  items incurred or allocated to any  "controlling  person" of the General Partner
  or any  Affiliate  of the General  Partner.  For the  purposes  of this  Section
  9.8(b)(2),  "controlling  person"  includes,  but is not limited to, any Person,
  however titled,  who performs functions for the General Partner or any Affiliate
  of the General  Partner similar to those of: (i) chairman or member of the board
  of directors;  (ii) executive management,  such as president,  vice president or
  senior  vice  president,   corporate   secretary  or  treasurer;   (iii)  senior
  management,  such as the vice  president  of an  operating  division who reports
  directly  to  executive  management;  or (iv) those  holding  5% or more  equity
  interest in such General Partner or any such Affiliate of the General Partner or
  a person  having  the power to direct or cause  the  direction  of such  General
  Partner or any such  Affiliate  of the  General  Partner,  whether  through  the
  ownership of voting securities, by contract or otherwise.
  
           Section 9.9 General Partner Expenses. The General Partner or Affiliates
  of the  General  Partner  shall  pay  all  Partnership  expenses  which  are not
  permitted to be  reimbursed  pursuant to Section 9.8 and all expenses  which are
  unrelated to the business of the Partnership.
  
           Section  9.10  Other  Business  of  Partners.  Any  Partner  may engage
  independently or with others in other business  ventures wholly unrelated to the
  Partnership  business  of  every  nature  and  description,  including,  without
  limitation, the acquisition, development, construction, operation and management
  of real estate projects and developments of every type on their own behalf or on
  behalf of other  partnerships,  joint  ventures,  corporations or other business
  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   except  if   prohibited   under  a
  non-competition  agreement.  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
  and  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 and the Special Limited Partner.
  
           (b) The  Partnership  Agreement  and the Project  Documents are in full
  force and effect and  neither  the  Partnership  nor the  General  Partner is in
  
                                         32
  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 the plans
  and  specifications of the Project that have been or shall be hereafter approved
  by Greystone & Co., if required,  and all applicable  governmental  entities, as
  such plans and specifications may be changed from time to time with the approval
  of Greystone & Co. 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 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  and the
  Special Limited Partner in writing prior to the execution of this Agreement,  to
  
                                         33
  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
  must  promptly  notify the Limited  Partner and the Special  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) 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) The Partnership will allocate to the Limited Partner the Projected 
  Annual Tax Credits.
  
           (p) 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) All accounts of the Partnership required to be maintained under the
  terms of the Project Documents,  including,  without limitation, any reserves in
  
                                         34
  accordance with Article VIII hereof,  are currently  funded to required  levels,
  including levels required by any authority.
  
           (s) 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.
  
           (t) No event has occurred which constitutes a default under any of the 
  Project Documents.
  
           (u) 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,
  that 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,  that 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.
  
           (v) No event or  proceeding,  including,  but not limited to, any legal
  actions or  proceedings  before any court,  commission,  administrative  body or
  other  governmental  authority,  and acts of any  governmental  authority having
  jurisdiction  over the zoning or land use laws  applicable  to the Project,  has
  occurred  the  continuing  effect of which  has:  (1)  materially  or  adversely
  affected the  operation of the  Partnership  or the Project;  (2)  materially or
  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 that
  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.
  
           (w)  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 the  Special  Limited  Partner  and  which  in the
  aggregate  affect the ability of the Limited  Partner to obtain the  anticipated
  benefits of its investment in the Partnership.
  
                                         35
  (x) The  General  Partner,  or a  guarantor  acceptable  to the Special
  Limited Partner, has and shall maintain a net worth equal to at least $1,000,000
  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,  diminution in the value of its investment in
  the Partnership, 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 98.99% to the Limited Partner, .01% to the Special Limited Partner and
  1% to the General Partner.
  
           Section  10.2  Allocations  From Sale or  Refinancing.  All  Income and
  Losses  arising  from a Sale or  Refinancing  shall  be  allocated  between  the
  Partners as follows:
  
           (a)      As to Income:
  
                    (1) First, an amount of Income equal to the aggregate negative
  balances  (if any) in the  Capital  Accounts  of all  Partners  having  negative
  Capital  Accounts  (prior to taking into account the Sale or Refinancing and the
  Distribution  of the related  Sale or  Refinancing  Proceeds,  but after  giving
  effect to  Distributions  of Cash Flow From  Operations and allocations of other
  Income  and  Losses  pursuant  to this  Article  X up to the date of the Sale or
  Refinancing) shall be allocated to such Partners in proportion to their negative
  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 Special Limited  Partner's  positive Capital Account balance
  to an  amount  equal to its  Capital  Contribution,  shall be  allocated  to the
  Limited Partner and the Special Limited Partner, respectively;
  
                    (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.
  
                                         36
  (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 98.99% to the Limited
  Partner, .01% to the Special 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 or the
  Special Limited  Partner if and to the extent that such allocation  would create
  or increase an Adjusted  Capital  Account Deficit for the Limited Partner or the
  Special  Limited  Partner.  In the event an allocation of 98.99% or .01% 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 or the Special Limited Partner,  respectively,  then so much
  of the items of deduction other than projected  depreciation  shall be allocated
  to the General  Partner  instead of the Limited  Partner or the Special  Limited
  Partner as is  necessary  to allow the Limited  Partner or the  Special  Limited
  Partner to be allocated  98.99% and .01%,  respectively,  of the items of Income
  and Project  depreciation  without  creating or increasing  an Adjusted  Capital
  Account Deficit for the Limited Partner or the Special Limited Partner, it being
  the intent of the  parties  that the Limited  Partner  and the  Special  Limited
  Partner always shall be allocated 98.99% and .01%, respectively, of the items of
  Income not arising from a Sale or Refinancing and 98.99% and .01%, respectively,
  of the Project depreciation.
  
       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.
  
                                         37
  The items to be so allocated  shall be  determined  in  accordance  with Section
  1.704-2(f)(6)  and  1.704-2(j)(2)  of the  Treasury  Regulations.  This  Section
  10.3(a) is intended to comply with the minimum gain  chargeback  requirement  in
  Section  1.704-2(f)  of  the  Treasury  Regulations  and  shall  be  interpreted
  consistently therewith.
  
           (b)  Except as  otherwise  provided  in  Section  1.704-2(i)(4)  of the
  Treasury Regulations,  notwithstanding any other provision of this Article X, if
  there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to
  a Partner  Nonrecourse Debt during any Partnership  fiscal year, each Person who
  has a share of the Partner  Nonrecourse  Debt Minimum Gain  attributable to such
  Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of
  the Treasury  Regulations,  shall be specially  allocated  items of  Partnership
  income and gain for such  fiscal  year (and,  if  necessary,  subsequent  fiscal
  years) in an amount equal to such Person's  share of the net decrease in Partner
  Nonrecourse  Debt Minimum Gain  attributable to such Partner  Nonrecourse  Debt,
  determined  in  accordance  with  Treasury  Regulations  Section  1.704-2(i)(4).
  Allocations pursuant to the previous sentence shall be made in proportion to the
  respective  amounts required to be allocated to each Partner  pursuant  thereto.
  The items to be so allocated  shall be determined  in  accordance  with Sections
  1.704-2(i)(4)  and  1.704-2(j)(2)  of the  Treasury  Regulations.  This  Section
  10.3(b) is intended to comply with the minimum gain  chargeback  requirement  in
  Section  1.704-2(i)(4)  of the  Treasury  Regulations  and shall be  interpreted
  consistently therewith.
  
           (c) In the event any Partner  unexpectedly  receives  any  adjustments,
  allocations,   or  distributions   described  in  Treasury  Regulations  Section
  1.704-1(b)(2)(ii)(d)(4),    Section    1.704-1(b)(2)(ii)(d)(5),    or    Section
  1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain shall be specially
  allocated to each such Partner in an amount and manner  sufficient to eliminate,
  to the extent required by the Treasury Regulations, the Adjusted Capital Account
  Deficit of such  Partner as quickly as  possible,  provided  that an  allocation
  pursuant to this  Section  10.3(c)  shall be made if and only to the extent that
  such Partner  would have an Adjusted  Capital  Account  Deficit  after all other
  allocations  provided for in this Section 10.3 have been  tentatively made as if
  this Section 10.3(c) were not in the Agreement.
  
           (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
  
                                         38
  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 98.99% to the Limited Partner, .01% to the Special Limited Partner and
  1% to the General Partner.
  
           (f) Any  Partner  Nonrecourse  Deductions  for any fiscal year shall be
  specially  allocated  to the  Partner who bears the  economic  risk of loss with
  respect  to the  Partner  Nonrecourse  Debt to which  such  Partner  Nonrecourse
  Deductions are  attributable  in accordance  with Treasury  Regulations  Section
  1.704-2(i)(1).
  
           (g) To the  extent  an  adjustment  to the  adjusted  tax  basis of any
  Partnership  asset  pursuant to Code Section  734(b) or Code  Section  743(b) is
  required,  pursuant to Treasury Regulations Section  1.704-1(b)(2)(iv)(m)(2)  or
  Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital
  Accounts as the result of a distribution to a Partner in complete liquidation of
  his interest in the  Partnership,  the amount of such  adjustment to the Capital
  Accounts  shall be treated as an item of gain (if the  adjustment  increases the
  basis of the asset) or loss (if the  adjustment  decreases  such basis) and such
  gain or loss shall be specially  allocated to the  Partners in  accordance  with
  their  interests  in the  Partnership  in the event  that  Treasury  Regulations
  Section  1.704-1  (b)(2)(iv)(m)(2)  applies,  or to the  Partner  to  whom  such
  distribution   was  made  in  the  event  that  Treasury   Regulations   Section
  1.704-1(b)(2)(iv)(m)(4) applies.
  
           (h) To the extent the  Partnership  has  taxable  interest  income with
  respect to any  promissory  note pursuant to Section 483 or Section 1271 through
  1288 of the Code:
  
                    (1) Such interest  income shall be specially  allocated to the
  Limited Partner to whom such promissory note relates; and
  
                    (2) The amount of such interest  income shall be excluded from
  the  Capital  Contributions  credited  to  such  Partner's  Capital  Account  in
  connection with payments of principal with respect to such promissory note.
  
           (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
  
                                         39
  the same  proportions  as the  basis  (or cost) of such  property  is  allocated
  pursuant to Treasury Regulations Section 1.46-3(f)(2)(i).
  
           (k) Any  income,  gain,  loss or  deduction  realized  as a  direct  or
  indirect  result  of the  issuance  of an  interest  in the  Partnership  by the
  Partnership  to a Partner (the  "Issuance  Items") shall be allocated  among the
  Partners so that, to the extent possible, the net amount of such Issuance Items,
  together with all other allocations under this Agreement to each Partner,  shall
  be equal to the net amount that would have been  allocated  to each such Partner
  if the Issuance Items had not been realized.
  
           (l)  If any  Partnership  expenditure  treated  as a  deduction  on its
  federal  income  tax  return is  disallowed  as a  deduction  and  treated  as a
  distribution  pursuant to Section  731(a) of the Code,  there shall be a special
  allocation  of  gross  income  to the  Partner  deemed  to  have  received  such
  distribution equal to the amount of such distribution.
  
           (m) The  allocation  to the General  Partner of each  material  item of
  Partnership income,  loss,  deduction or credit will not be less than 1% of each
  such item at all times during the existence of the Partnership.
  
       (n)  Interest  deduction  on the  Partnership  indebtedness  referred to in
  Section 6.3 shall be allocated 100% to the General Partner.
  
           Section  10.4  Curative  Allocations.  The  allocations  set  forth  in
  Sections 10.2(c),  10.3(a),  10.3(b),  10.3(c),  10.3(d),  10.3(e), 10.3(f), and
  10.3(g)  hereof  (the  "Regulatory  Allocations")  are  intended  to comply with
  certain  requirements  of the  Treasury  Regulations.  It is the  intent  of the
  Partners  that, to the extent  possible,  all  Regulatory  Allocations  shall be
  offset either with other Regulatory  Allocations or with special  allocations of
  other items of Partnership  income,  gain,  loss, or deduction  pursuant to this
  Section 10.4.  Therefore,  notwithstanding any other provision of this Article X
  (other than the Regulatory Allocations), with the Consent of the Special 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 Special 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).
  
                                         40
  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
  98.99% to the Limited Partner, .01% to the Special Limited Partner and 1% to the
  General Partner.
  
       (b) In the event Partnership  investment tax credit property is disposed of
  during any taxable year,  profits for such taxable year (and, to the extent such
  profits are  insufficient,  profits for  subsequent  taxable years) in an amount
  equal to the excess,  if any, of (1) the reduction in the adjusted tax basis (or
  cost) of such property  pursuant to Code Section 50(c), over (2) any increase in
  the adjusted tax basis of such property pursuant to Code Section 50(c) caused by
  the disposition of such property,  shall be excluded from the profits  allocated
  pursuant  to  Section  10.1 and  Section  10.2(a)  hereof  and shall  instead be
  allocated  among the Partners in proportion to their  respective  shares of such
  excess,  determined pursuant to Section 10.3(i) and 10.3(j) hereof. In the event
  more than one item of such  property  is  disposed  of by the  Partnership,  the
  foregoing  sentence  shall  apply to such  items in the order in which  they are
  disposed of by the  Partnership,  so the profits  equal to the entire  amount of
  such  excess  with  respect  to the first  such  property  disposed  of shall be
  allocated  prior to any  allocations  with  respect to the second such  property
  disposed of, and so forth.
  
       (c) For  purposes of  determining  the Income,  Losses,  or any other items
  allocable  to any  period,  Income,  Losses,  and any such other  items shall be
  determined  on a daily,  monthly,  or other basis,  as determined by the General
  Partner with the Consent of the Special 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:  98.89%;  Special Limited
  Partner: .01%; 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.
  
                                         41
  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 with the Consent of the Special  Limited Partner in
  any manner that reasonably reflects the purpose and intention of this Agreement.
  Allocations  pursuant to this  Section  10.6 are solely for purposes of federal,
  state, and local taxes and shall not affect, or in any way be taken into account
  in computing,  any Person's  Capital Account or share of Income,  Losses,  other
  items, or distributions pursuant to any provision of this Agreement.
  
           Section 10.7 Allocation Among Limited  Partners.  In the event that the
  Interest of the Limited  Partner  hereunder is at any time held by more than one
  Limited  Partner  all items  which are  specifically  allocated  to the  Limited
  Partner for any month pursuant to this Article X shall be apportioned among such
  Persons according to the ratio of their respective  profit-sharing  interests in
  the Partnership at the last day of such month.
  
           Section 10.8 Allocation Among General  Partners.  In the event that the
  Interest of the General  Partner  hereunder is at any time held by more than one
  General  Partner  all items  which are  specifically  allocated  to the  General
  Partner for any month pursuant to this Article X shall be apportioned among such
  Persons in such  percentages as may from time to time be determined by agreement
  among them without amendment to this Agreement or consent of the Limited Partner
  or Consent of the Special Limited Partner.
  
           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,  but only
  with  the  Consent  of  the  Special  Limited  Partner,  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,  but only with the  Consent of the  Special  Limited
  Partner, in the event it appears that unanticipated  events (e.g., the existence
  
                                         42
  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;
  
       (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 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 (c) of this
  Section 11.1;
  
       (e) To pay the Incentive  Management Fee equal to 67% of the Cash Flow From
  Operations   remaining  after  reduction  for  the  payments  made  pursuant  to
  subsections (a) through (d) of this Section 11.1; and
  
       (f) To the Limited  Partner in an amount equal to 25% of the remaining Cash
  Flow From Operations and to the General Partner in an amount equal to 75% 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 and Operating Loans, to be paid prorata if necessary;
  
                                         43
  (c) To the  establishment of any reserves which the General  Partner,  with
  the Consent of the Special 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  the  tax  liability
  attributed to the Limited Partner upon Sale;
  
       (e) To the Special  Limited Partner in an amount equal to the tax liability
  attributed to the Special Limited Partner upon Sale;
  
       (f) To the  General  Partner  in an  amount  equal  to  the  tax  liability
  attributed to the General Partner upon Sale; and
  
       (g) 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 and Special  Limited  Partner  shall not have the right to assign all or
  any part of their  respective  Interests in the Partnership to any other Person,
  whether or not a Partner, except upon satisfaction of each of the following:
  
       (a) By a  written  instrument  in form and  substance  satisfactory  to the
  General  Partner  and its  counsel,  setting  forth the name and  address of the
  proposed transferee,  the nature and extent of the Interest which is proposed to
  be transferred  and the terms and conditions upon which the transfer is proposed
  to be made,  stating that the Assignee  accepts and agrees to be bound by all of
  the terms and provisions of this Agreement, and providing for the payment of all
  reasonable  expenses  incurred  by  the  Partnership  in  connection  with  such
  assignment,  including  but not limited to the cost of preparing  any  necessary
  amendment to this Agreement;
  
       (b) Upon consent of the General Partner to such assignment, which shall not
  be unreasonably withheld; and
  
       (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.
  
                                         44
  THE LIMITED  PARTNERSHIP  INTEREST AND THE SPECIAL 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 or Special 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 or Special  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 or Special Limited
  Partner.
  
           (a) An Assignee shall not have the right to become a Substitute Limited
  Partner or substitute  Special  Limited  Partner in place of his assignor unless
  the written consent of the General Partner to such substitution  shall have been
  obtained,  which consent, in the General Partner's absolute  discretion,  may be
  withheld.
  
           (b) A nonadmitted transferee of a Limited Partner's Interest or Special
  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
  or Special Limited Partner, provided,  however, that the Partnership shall, if a
  
                                         45
  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  or
  substitute Special Limited Partner as a Substitute Limited Partner or substitute
  Special  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 or Special Limited
  Partner, such Partner's executors, administrators or legal representatives shall
  have all the rights of a Limited Partner or Special Limited Partner, as the case
  may be, 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 or substitute Special Limited Partners in the
  place of their  respective  predecessors-in-interest  unless the General Partner
  shall so consent.
  
                                    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 Special Limited Partner, and,
  to the extent  required,  of  Greystone  & Co. and the State Tax Credit  Agency.
  Withdrawal  shall be  conditioned  upon the  agreement  of the  Special  Limited
  Partner to be admitted as a successor General Partner, or if the Special Limited
  Partner  declines  to be admitted as a  successor  General  Partner  then on 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).
  
                                         46
  Section 13.2 Removal of General Partner.
  
       (a) The Special  Limited Partner or the Limited  Partner,  or both of them,
  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
  Greystone  & Co.  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 Special  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  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 fire, flood, earthquake or other act
  of God 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) Written  notice of the  removal  for cause of the  General  Partner
  shall be served by the Special Limited Partner or the Limited  Partner,  or both
  of them,  upon the General  Partner  either by certified or by registered  mail,
  return receipt  requested,  or by personal service.  Such notice shall set forth
  
                                         47
  the reasons for the  removal,  if any, and the date upon which the removal is to
  become effective.
  
           (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,  with the Consent of the Special Limited Partner,
  upon written notice to the party so terminated.
  
      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 and the Special 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  and the Special  Limited  Partner in  connection  with the
  transaction.
  
           The  following  additional  provisions  shall  apply in the  event of a
  Withdrawal:
  
           (a)  In  the  event  of  a  Withdrawal  which  is  not  an  Involuntary
  Withdrawal,  the  Withdrawing  General  Partner  shall have no further  right to
  
                                         48
  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 Special
  Limited Partner),  or if there is no other general partner of the Partnership at
  that time, to the Special 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  Section  13.2(a)  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 Special 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 Special Limited Partner,  or, if they cannot
  agree,  by arbitration in accordance with the then current rules of the American
  Arbitration Association.  The cost of such arbitration shall be borne equally by
  the Withdrawing General Partner and the Partnership. The purchase price shall be
  paid  by  the   Partnership  by  delivering  to  the  General   Partner  or  its
  representative the Partnership's  non-interest bearing unsecured promissory note
  payable,  if at all, upon  liquidation  of the  Partnership  in accordance  with
  
                                         49
  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  Section  13.2(a)  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 Special Limited Partner of
  such Withdrawal (the "Withdrawal Notice").  Whether or not the Withdrawal Notice
  shall have been sent as provided herein,  the Special Limited Partner shall have
  the right to become a successor  General  Partner  (and to become the  successor
  managing  General Partner if the Withdrawing  General Partner was previously the
  managing 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 Special  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 Special 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 Special  Limited  Partner to the admission of such Person
  as a substitute General Partner, which consent may be withheld in the discretion
  of the Special Limited Partner, shall have been given; and (c) such Person shall
  have executed and acknowledged any other  instruments  which the Special 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 or the Special Limited Partner's Interest in the Partnership.
  
                                         50
  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 Special Limited Partner.
  
           Section 13.7 No Goodwill Value.  At no time during  continuation of the
  Partnership shall any value ever be placed on the Partnership name, or the right
  to its use, or to the goodwill  appertaining to the Partnership or its business,
  either as among the Partners or for the purpose of determining  the value of any
  Interest,  nor shall the legal  representatives of any Partner have any right to
  claim any such  value.  In the event of a  termination  and  dissolution  of the
  Partnership as provided in this Agreement, neither the Partnership name, nor the
  right to its use, nor the same goodwill, if any, shall be considered as an asset
  of the  Partnership,  and no  valuation  shall be put thereon for the purpose of
  liquidation or distribution, or for any other purpose whatsoever.
  
                                     ARTICLE XIV
  
                            BOOKS AND ACCOUNTS, REPORTS,
                        TAX RETURNS, FISCAL YEAR AND BANKING
  
           Section 14.1 Books and Accounts.
  
           (a) The  General  Partner  shall  cause  the  Partnership  to keep  and
  maintain at its principal  executive  office full and complete books and records
  which shall include each of the following:
  
       (1) a current  list of the full name and last known  business or  residence
  address  of each  Partner  set forth in  alphabetical  order  together  with the
  Capital Contribution and the share in Income and Losses of each Partner;
  
       (2) a copy of the Certificate of Limited  Partnership and all  certificates
  of amendment  thereto,  together with executed  copies of any powers of attorney
  pursuant to which any certificate has been executed;
  
       (3)  copies  of the  Partnership's  federal,  state and  local  income  tax
  information returns and reports, if any, for the six most recent taxable years;
  
       (4) copies of the original of this Agreement and all amendments thereto;
  
       (5) financial  statements of the Partnership for the six most recent fiscal
  years; and
  
       (6) the  Partnership's  books and records for at least the current and past
  three fiscal years.
  
                                         51
  (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 February 20 of each  calendar  year the  General  Partner  shall
  provide  to the  Limited  Partner  and  the  Special  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 and the Special 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 and the Special 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.
  
                                         52
  Section  14.3 Other  Reports.  The  General  Partner  shall  provide to the
  Limited Partner and the Special 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) If the Project receives a reservation of LIHTC in one year but will not
  complete the  construction  and rent-up until a later year, the General  Partner
  will provide to the Limited  Partner by December 31 of the year during which the
  reservation  is  received  an  audited  cost  certification  together  with  the
  accountant's  work  papers  verifying  that the  Partnership  has  expended  the
  requisite 10% of the  reasonably  expected cost basis to meet the carryover test
  provisions of Section 42 of the Code;
  
       (f)  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;
  
       (g) 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
  
                                         53
  operations,  July 31 of each year for the second quarter of operations,  October
  31 of each year for the third quarter of operations  and January 31 of each year
  for the fourth quarter of operations which shall include, but is not limited to,
  an  unaudited  income  statement  showing all  activity in the reserve  accounts
  required to be maintained pursuant to Section VIII of this Agreement,  statement
  of income and expenses,  balance sheet, rent roll as of the end of each calendar
  quarter of each year, and third party verification of current utility allowance;
  
       (h) By the annual renewal date of each and every year, an executed original
  or certified copy of each and every Insurance policy or certificate  required by
  the terms of this Agreement;
  
       (i) On or before March 15th of each calendar  year,  the General  Partner's
  updated financial statement as of December 31 of the previous year;
  
       (j) On or before  November 1 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. Such budget shall
  only be adopted with the Consent of the Special Limited Partner; and
  
       (k) Notice of the  occurrence,  or of the likelihood of occurrence,  of any
  event  which has had or is likely to have 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 Section 14.2 within the time periods set forth  therein,  the
  General Partner,  using its own funds,  shall pay as damages the sum of $100 per
  day (plus interest at the rate  established by Section 6.3 of this Agreement) to
  the Limited Partner until such  obligations  shall have been  fulfilled.  If the
  General Partner does not fulfill its  obligations  under Section 14.3 within the
  time periods set forth therein, the General Partner,  using its own funds, shall
  pay as  damages  the  sum  of  $100.00  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
  
                                         54
  Partner may otherwise be entitled hereunder.  Payments of fees and Distributions
  shall be restored only upon payment of such damages in full.
  
           Section 14.5 Annual Site Visits. On an annual basis a representative of
  the Limited Partner, at the Limited Partner's expense, will conduct a site visit
  which will include,  in part,  an  inspection  of the property,  a review of the
  office and tenant files and an interview with the property manager.  The Limited
  Partner may, in its sole  discretion,  cancel all or any part of the annual site
  visit.
  
           Section 14.6 Tax Returns.  The General  Partner  shall cause income tax
  returns for the Partnership to be prepared and timely filed with the appropriate
  federal, state and local taxing authorities.
  
           Section 14.7 Fiscal Year. The fiscal year of the  Partnership  shall be
  the  calendar  year or such  other  period as may be  approved  by the  Internal
  Revenue Service for federal income tax purposes.
  
           Section 14.8 Banking.  All funds of the Partnership  shall be deposited
  in a separate  bank  account or accounts as shall be  determined  by the General
  Partner  with the  Consent  of the  Special  Limited  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,  with the  Consent  of the  Special  Limited
  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:
  
                                         55
  (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 Special 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;
  
       (b) The sale of the  Project  and the receipt in cash of the full amount of
  the proceeds of such sale; or
  
       (c) The written election to do so of the Limited Partner.
  
           Notwithstanding   the  foregoing,   however,  in  no  event  shall  the
  Partnership  terminate  prior to the expiration of its term if such  termination
  would result in a violation of the Mortgage Note or any other  agreement with or
  rule or regulation of Greystone & Co. 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,  and the Partnership is
  prohibited  from such a  distribution  of  property  absent  the  Consent of the
  Special Limited Partner.
  
           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 Special 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
  
                                         56
  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 Special Limited
  Partner has become successor  General  Partner,  it shall not be responsible for
  any deficit  balance in its  Capital  Account  which  arose  during the time the
  former General Partner served as General Partner.
  
       (c)  With  respect  to  assets  distributed  in  kind  to the  Partners  in
  liquidation or otherwise:
  
                    (1) unrealized  appreciation or unrealized depreciation in the
  values of such  assets  shall be deemed to be Income and Losses  realized by the
  Partnership  immediately prior to the liquidation or other  Distribution  event;
  and
  
                    (2) such Income and Losses  shall be allocated to the Partners
  in accordance with Section 10.2 hereof, and any property so distributed shall be
  treated as a Distribution  of an amount in cash equal to the excess of such Fair
  Market Value over the outstanding  principal  balance of and accrued interest on
  any debt by which the property is encumbered.
  
       (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 Special 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
  Special 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
  
                                         57
  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 and
  Special  Limited  Partner  shall cease to be such and the General  Partner shall
  execute,  acknowledge  and cause to be filed those  certificates  referenced  in
  Section 15.6.
  
       Section 15.6  Certificates of  Dissolution;  Certificate of Cancellation of
  Certificate of Limited Partnership.
  
           (a) Upon the dissolution of the Partnership,  the General Partner shall
  cause to be filed in the office of, and on a form prescribed by the Secretary of
  State of the State, a certificate of dissolution. The certificate of dissolution
  shall set forth the Partnership's name, the Secretary of State's file number for
  the Partnership, the event causing the Partnership's dissolution and the date of
  the dissolution.
  
           (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
  Special  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 and the Special  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
  
                                         58
  allocations,  Distributions,  capital or compensation hereunder, or increase any
  Partner's obligations hereunder, without the consent of the Partner so affected;
  or change the provisions of this Article XVI.
  
                                    ARTICLE XVII
  
                                    MISCELLANEOUS
  
           Section 17.1 Voting Rights.
  
           (a) The  Limited  Partner  shall have no right to vote upon any matters
  affecting the Partnership, except as provided in this Agreement. Notwithstanding
  the foregoing,  the Limited Partner may,  without the concurrence of the General
  Partner:
  
       (1) Approve or  disapprove,  but,  except as otherwise  expressly  provided
  herein, not initiate, the Sale or Refinancing of the Project;
  
       (2) Remove the General  Partner and elect a substitute  General  Partner as
  provided in this Agreement;
  
       (3) Elect a successor  General  Partner upon the  Withdrawal of the General
  Partner;
  
       (4)  Approve  or  disapprove,  but not  initiate,  the  dissolution  of the
  Partnership; or
  
       (5) Subject to the provisions of Article XVI hereof, amend this Agreement.
  
           (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  Special  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
  
                                         59
  request from the Limited Partner,  which notice shall specify the time and place
  of such  meeting  and the purpose or purposes  thereof.  If the General  Partner
  fails to provide the written notice of the meeting within ten days after receipt
  of the Limited Partner's request to hold a meeting, then the Limited Partner may
  provide the  written  notice of the meeting to all the  Partners,  which  notice
  shall  specify  the time and place of such  meeting  and the purpose or purposes
  thereof.  All meetings and actions of the Limited  Partner  shall be governed in
  all  respects,  including  matters  relating  to  notice,  quorum,  adjournment,
  proxies,  record  dates  and  actions  without  a  meeting,  by  the  applicable
  provisions of the Act, as it shall be amended from time to time.
  
           Section 17.3 Notices.  Any notice given  pursuant to this Agreement may
  be served  personally  on the Partner to be  notified,  or may be mailed,  first
  class postage prepaid,  to the following address,  or to such other address as a
  party may from time to time designate in writing:
  
           To the General Partner:  THE COWEN GROUP, L.L.C., 
                                    AN OKLAHOMA LIMITED LIABILITY COMPANY
                                    2910 Pine Ridge Road, 
                                    Oklahoma City, Oklahoma  73120
  
           To the Limited Partner:  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                                    c/o WNC & Associates, Inc.
                                    3158 Redhill Ave., Suite 120
                                    Costa Mesa, CA   92626-3416
  
           To the Special
           Limited Partner:         WNC HOUSING, L.P.
                                    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.
  
                                         60
  (2) A change in the street address of the Partnership's principal executive
  office.
  
       (3) A change in the address, or the Withdrawal,  of a General Partner, or a
  change in the address of the agent for service of process,  or  appointment of a
  new agent for service of process.
  
       (4) The admission of a General Partner and that Partner's address.
  
       (5) The discovery by the General Partner of any false or erroneous material
  statement  contained in the Certificate of Limited  Partnership or any amendment
  thereto.
  
           (b) The  Certificate  of  Limited  Partnership  may also be  amended in
  conformity with this Agreement at any time in any other respect that the General
  Partner determines.
  
           (c)  The  General  Partner  shall  cause  the  Certificate  of  Limited
  Partnership to be amended, when required or permitted as aforesaid,  by filing a
  certificate of amendment  thereto in the office of, and on a form prescribed by,
  the  Secretary of State of the State.  The  certificate  of amendment  shall set
  forth the  Partnership's  name,  the  Secretary  of State's  file number for the
  Partnership and the text of the amendment.
  
           Section 17.7  Counterparts.  This  Agreement  may be executed in one or
  more  counterparts,  each of  which  shall  be  deemed  an  original,  and  said
  counterparts  shall  constitute  but one  and  the  same  instrument  which  may
  sufficiently be evidenced by one counterpart.
  
           Section  17.8  Captions.  Captions  to and  headings  of the  Articles,
  Sections and  subsections of this Agreement are solely for the  conveniences  of
  the  parties,  are not a part of this  Agreement,  and shall not be used for the
  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
  the Special Limited Partner shall be the "Tax Matters  Partner"  pursuant to the
  Code and in connection  with any audit of the federal  income tax returns of the
  Partnership;  provided,  however,  that if the  Special  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
  
                                         61
  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.  The Limited Partner will make no claim against the
  Partnership  in respect of any action or  omission  by the Tax  Matters  Partner
  during such time as the Special Limited Partner acts as the Tax Matters Partner.
  
           Section  17.11  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 17.12 Entire Agreement.  This Agreement  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 17.13  Governing Law. This Agreement and its  application  shall be
  governed by the laws of the State.
  
           Section  17.14  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 17.15 Receipt of  Correspondence.  The Partners  agree that the
  General  Partner  shall send to the  Limited  Partner  and the  Special  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 17.16 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.
  
                                         62
  IN WITNESS  WHEREOF,  this  Amended and  Restated  Agreement of Limited
  Partnership  of  ASHFORD  PLACE,  A  LIMITED  PARTNERSHIP,  a  Oklahoma  limited
  partnership, is made and entered into as of the 31 day of December, 1996.
  
                                      GENERAL PARTNER
  
                                      THE COWEN GROUP, L.L.C., AN OKLAHOMA LIMITED
                                      LIABILITY COMPANY
  
                                      By:     ___________________________________
                                              E. Allen Cowen, II,
                                              General Manager
  
                                      WITHDRAWING ORIGINAL LIMITED PARTNER
  
                                      ----------------------------------------
                                      EARNEST COWEN
  
                                      ----------------------------------------
                                      DORA COWEN
  
                                      LIMITED PARTNER
  
                                    WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
  
                                      By:     WNC & ASSOCIATES, INC.
                                              General Partner
  
                                              By:      _________________________
                                                       John B. Lester, Jr.,
                                                       President
  
                                      SPECIAL LIMITED PARTNER
                                      WNC HOUSING, L.P.
  
                                      By:     WNC & ASSOCIATES, INC.
                                              General Partner
  
                                              By:      __________________________
                                                       John B. Lester, Jr.,
                                                       President
  
                                      ACKNOWLEDGED, CONSENTED TO AND AGREED TO:
  
                                      --------------------------------
                                      E. ALLEN COWEN, II
  
                                         63
  EXHIBIT A TO PARTNERSHIP AGREEMENT
  
                                  LEGAL DESCRIPTION
  
  A tract of land in the Southwest Quarter of Section 2, Township 10 North,  Range
  3 East of the Indian  Meridian,  Pottawatomie  County,  Oklahoma,  described  as
  beginning at a point 1108.8' North of the SW/C of said SW/4; thence West 550' to
  the point of beginning containing 11 acres more or less.
  
                                        A-1
  EXHIBIT B TO PARTNERSHIP AGREEMENT
  
                                FORM OF LEGAL OPINION
  
  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4 c/o 
  WNC & Associates, Inc.
  3158 Redhill Avenue, Suite 120
  Costa Mesa, California  92626
  
  RE:      ASHFORD PLACE, A LIMITED PARTNERSHIP
  
  Ladies and Gentlemen:
  
           You have  requested  our  opinion  with  respect to certain  matters in
  connection with the investment by WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4,
  a California  limited  partnership  (the "Limited  Partner") in ASHFORD PLACE, A
  LIMITED PARTNERSHIP (the  "Partnership"),  a Oklahoma limited partnership formed
  to own,  develop,  (construct/-rehabilitate)  finance and  operate an  apartment
  complex  for   low-income   persons  (the   "Apartment   Complex")  in  Shawnee,
  Pottawatomie  County,  Oklahoma.  The  general  partner(s)  of  the  Partnership
  (is/are) THE COWEN GROUP,  L.L.C.,  AN OKLAHOMA LIMITED  LIABILITY  COMPANY (the
  "General Partner(s)").
  
           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 Oklahoma.
  
           (c) The  Partnership is validly  existing under and subject to the laws
  of   Oklahoma    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  and the Special  Limited  Partner  have been
  admitted  to the  Partnership  as  limited  partners  of the  Partnership  under
  __________  law and are entitled to all of the rights of limited  partners under
  the Partnership Agreement.  Except as described in the Partnership Agreement, no
  
                                        B-2
  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 nor the Special Limited Partner will have any liability for the Mortgage
  Note or the Mortgage Loan represented thereby (as those terms are defined in the
  Partnership Agreement, and the lender of the Mortgage Loan will look only to its
  security in the Apartment Complex for repayment of the Mortgage Loan.
  
          (j) The Partnership owns a fee simple interest in the Apartment Complex.
  
           (k) To the best of our actual knowledge and belief,  after due inquiry,
  the Partnership has obtained all consents, permissions,  licenses, approvals, or
  orders required by all applicable  governmental  or regulatory  agencies for the
  development,   [construction/rehabilitation]  and  operation  of  the  Apartment
  Complex, and the Apartment Complex conforms to all applicable Federal, state and
  local land use, zoning, health, building and safety laws, ordinances,  rules and
  regulations.
  
           (l) The Apartment Complex has obtained a preliminary reservation of low
  income housing tax credits ("LIHTC") from the State Agency. The final allocation
  of the LIHTC and ultimately  eligibility of the Apartment Complex for such final
  allocation are subject to a series of requirements  which must be met, performed
  or achieved at various times prior to and after such final allocation.  Assuming
  all  such  requirements  are met,  performed  or  achieved  at the time or times
  provided by applicable laws and regulations,  the Apartment Complex will qualify
  for LIHTC.
  
           All of the  opinions  set forth above are  qualified to the extent that
  the validity of any  provision of any agreement may be subject to or affected by
  applicable bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
  affecting the rights of creditors generally. We do not express any opinion as to
  the  availability  of any equitable or specific remedy upon any breach of any of
  the covenants,  warranties or other  provisions  contained in any agreement.  We
  
                                        B-3
  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
  ASHFORD  PLACE,  A LIMITED  PARTNERSHIP,  a Oklahoma  limited  partnership  (the
  "Partnership");  THE COWEN GROUP,  L.L.C., AN OKLAHOMA LIMITED LIABILITY COMPANY
  (the "General Partner"); and EARNEST COWEN and DORA COWEN (collectively referred
  to as the "Original  Limited Partner") for the benefit of WNC HOUSING TAX CREDIT
  FUND V,  L.P.,  SERIES 4, a  California  limited  partnership  (the  "Investment
  Partnership"), and WNC & ASSOCIATES, INC. ("WNC").
  
           WHEREAS, the Partnership  proposes to admit the Investment  Partnership
  as a limited  partner thereof  pursuant to an Amended and Restated  Agreement of
  Limited  Partnership  of  the  Partnership  (the  "Partnership  Agreement"),  in
  accordance with which the Investment  Partnership will make substantial  capital
  contributions to the Partnership; and
  
           WHEREAS,  the Investment  Partnership  and WNC have relied upon certain
  information  and  representations  described  herein in evaluating the merits of
  investment by the Investment Partnership in the Partnership;
  
           NOW, THEREFORE,  to induce the Investment Partnership to enter into the
  Partnership  Agreement and become a limited partner of the Partnership,  and for
  $1.00 and other good and  valuable  consideration,  the receipt and  adequacy of
  which are hereby  acknowledged,  the  Partnership,  the General  Partner and the
  Original  Limited  Partner  hereby  agree  as  follows  for the  benefit  of the
  Investment Partnership and WNC.
  
       1.  Representations,  Warranties  and  Covenants  of the  Partnership,  the
  General Partner and the Original Limited Partner
  
           The  Partnership,  the General Partner and the Original Limited Partner
  jointly  and  severally  represent,   warrant  and  certify  to  the  Investment
  Partnership  and WNC  that,  with  respect  to the  Partnership,  as of the date
  hereof:
  
       1.1 The  Partnership  is duly  organized  and in good standing as a limited
  partnership  pursuant to the laws of the state of its formation  with full power
  and authority to own its apartment complex (the "Apartment Complex") and conduct
  its business;  the  Partnership,  the General  Partner and the Original  Limited
  Partner   have  the  power  and   authority  to  enter  into  and  perform  this
  Certification  and Agreement;  the execution and delivery of this  Certification
  and Agreement by the  Partnership,  the General Partner and the Original Limited
  Partner  have been duly and validly  authorized  by all  necessary  action;  the
  execution and delivery of this  Certification and Agreement,  the fulfillment of
  
                                        C-1
  its terms and consummation of the transactions contemplated hereunder do not and
  will not conflict  with or result in a violation,  breach or  termination  of or
  constitute a default  under (or would not result in such a conflict,  violation,
  breach,  termination  or default with the giving of notice or passage of time or
  both) any other  agreement,  indenture or instrument by which the Partnership or
  any General Partner or Original Limited Partner is bound or any law, regulation,
  judgment,  decree or order  applicable to the Partnership or any General Partner
  or  Original  Limited  Partner  or  any of  their  respective  properties;  this
  Certification  and Agreement  constitutes the valid and binding agreement of the
  Partnership,  the General Partner and the Original Limited Partner,  enforceable
  against each of them in accordance with its terms.
  
       1.2 The General Partner has delivered to the Investment Partnership, WNC or
  their  affiliates  all  documents and  information  which would be material to a
  prudent investor in deciding  whether to invest in the Partnership.  All factual
  information  provided to the  Investment  Partnership,  WNC or their  affiliates
  either in writing or orally,  did not, at the time  given,  and does not, on the
  date hereof,  contain any untrue statement of a material fact or omit to state a
  material fact required to be stated  therein or necessary to make the statements
  therein not misleading in light of the circumstances under which they are made.
  
       1.3 Each of the representations and warranties contained in the Partnership
  Agreement is true and correct as of the date hereof.
  
       1.4 Each of the covenants and agreements of the Partnership and the General
  Partner  contained in the  Partnership  Agreement has been duly performed to the
  extent that  performance of any covenant or agreement is required on or prior to
  the date hereof.
  
       1.5 All  conditions  to  admission  of the  Investment  Partnership  as the
  investment  limited  partner of the  Partnership  contained  in the  Partnership
  Agreement have been satisfied.
  
       1.6 No  default  has  occurred  and is  continuing  under  the  Partnership
  Agreement  or any of the  Project  Documents  (as such  term is  defined  in the
  Partnership Agreement) for the Partnership.
  
       1.7 The  Partnership  will  allocate to the Limited  Partner the  Projected
  Annual Tax Credits.
  
       1.8 The General  Partner agrees to take all actions  necessary to claim the
  Projected Tax Credit, including,  without limitation, the filing of Form(s) 8609
  with the  Internal  Revenue  Service.  
  
                                        C-2
  1.9 No  person or  entity  other  than the  Partnership  holds  any  equity
  interest in the Apartment Complex.
  
       1.10 The Partnership has the sole responsibility to pay all maintenance and
  operating   costs,   including  all  taxes  levied  and  all  insurance   costs,
  attributable to the Apartment Complex.
  
       1.11 The Partnership, except to the extent it is protected by insurance and
  excluding  any  risk  borne  by  lenders,  bears  the  sole  risk of loss if the
  Apartment  Complex is destroyed  or  condemned  or there is a diminution  in the
  value of the Apartment Complex.
  
       1.12 No  person  or  entity  except  the  Partnership  has the right to any
  proceeds,  after payment of all  indebtedness,  from the sale,  refinancing,  or
  leasing of the Apartment Complex.
  
       1.13  No  General  Partner  is  related  in any  manner  to the  Investment
  Partnership,  nor is any General  Partner  acting as an agent of the  Investment
  Partnership.
  
           2.       Miscellaneous
  
                    2.1 This  Certification  and  Agreement is made solely for the
  benefit of the Investment  Partnership and WNC, and their respective  successors
  and  assignees,  and no other person shall acquire or have any right under or by
  virtue of this Agreement.
  
                    2.2  This  Certification  and  Agreement  may be  executed  in
  several  counterparts,  each of which shall be deemed to be an original,  all of
  which together shall constitute one and the same instrument.
  
                    2.3   Capitalized   terms   used  but  not   defined  in  this
  Certification Agreement shall have the meanings given to them in the Partnership
  Agreement.
  
           IN WITNESS WHEREOF,  this Certificate and Agreement is made and entered
            into as of the day of , 1996.
  
  PARTNERSHIP
  
  ASHFORD PLACE, A LIMITED PARTNERSHIP
  
  THE COWEN GROUP, L.L.C., AN OKLAHOMA LIMITED LIABILITY COMPANY
  
  By:
           E. Allen Cowen, II,
           General Manager
  Signatures continued on next page...
  
                                        C-3
  GENERAL PARTNER
  
  THE COWEN GROUP, L.L.C., AN OKLAHOMA LIMITED LIABILITY COMPANY
  
  By:
           E. Allen Cowen, II,
           General Manager
  
  ORIGINAL LIMITED PARTNER
  
  By:
           EARNEST COWEN
  
  By:
           DORA COWEN
  
                                        C-4
  EXHIBIT D TO THE PARTNERSHIP AGREEMENT
  
                            GENERAL PARTNER CERTIFICATION
  
           This General Partner  Certification  is being issued to WNC HOUSING TAX
  CREDIT FUND V, L.P., SERIES 4 ("Limited Partner") by THE COWEN GROUP, L.L.C., AN
  OKLAHOMA LIMITED LIABILITY COMPANY,  General Partner of ASHFORD PLACE, A LIMITED
  PARTNERSHIP,  a Oklahoma 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 and  correct 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 and the Special Limited Partner.
  
           (b) The  Partnership  Agreement  and the 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 the plans
  and  specifications of the Project that have been or shall be hereafter approved
  by Greystone & Co., if required,  and all applicable  governmental  entities, as
  such plans and specifications may be changed from time to time with the approval
  of Greystone & Co. and any applicable  governmental  entities,  if such approval
  shall be required.
  
                                        D-1
  (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 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  and the
  Special  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 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
  
                                        D-2
  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  must  promptly  notify the  Special  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) 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) 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) All accounts of the Partnership required to be maintained under the
  terms of the Project Documents,  including,  without limitation, any reserves in
  accordance with Article VIII hereof,  are currently  funded to required  levels,
  including levels required by any authority.
  
           (s) 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.
  
                                        D-3
  (t) No event has occurred  which  constitutes a material  default under
  any of the Project Documents.
  
           (u) 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,
  that 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,  that 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.
  
           (v) No event or  proceeding,  including,  but not limited to, any legal
  actions or  proceedings  before any court,  commission,  administrative  body or
  other  governmental  authority,  and acts of any  governmental  authority having
  jurisdiction  over the zoning or land use laws  applicable  to the Project,  has
  occurred  the  continuing  effect of which  has:  (1)  materially  or  adversely
  affected the  operation of the  Partnership  or the Project;  (2)  materially or
  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 that
  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.
  
           (w)  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 the  Special  Limited  Partner  and  which  in the
  aggregate  affect the ability of the Limited  Partner to obtain the  anticipated
  benefits of its investment in the Partnership.
  
           (x) The  General  Partner,  or a  guarantor  acceptable  to the Special
  Limited Partner, has and shall maintain a net worth equal to at least $1,000,000
  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 199__.
  
  THE COWEN GROUP, L.L.C., AN OKLAHOMA LIMITED LIABILITY COMPANY
  
  By:
           E. Allen Cowen, II,
           General Manager
  
                                        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
  Shawnee,  Pottawatomie  County,  Oklahoma,  has prepared final working plans and
  detailed  specifications  for ASHFORD PLACE, A LIMITED  PARTNERSHIP,  a Oklahoma
  limited partnership (the "Partnership"),  between WNC HOUSING TAX CREDIT FUND V,
  L.P., SERIES 4, a California  limited  partnership  ("Limited  Partner") and the
  Partnership in connection with the construction [rehabilitation] of improvements
  on certain real property located in Shawnee,  Pottawatomie County, Oklahoma (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 THE PARTNERSHIP
  
                             [ACCOUNTANT'S CERTIFICATE]
                              [Accountant's Letterhead]
  
  _______________, 199____
  
  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4 
  c/o WNC & Associates, Inc.
  3158 Redhill Ave., Suite 120
  Costa Mesa, California 92626
  
  RE:  Partnership
       Certification as to Amount
       of Eligible Tax Credit Base
  
  Gentlemen:
  
  In  connection  with the  acquisition  by WNC  HOUSING  TAX CREDIT FUND V, L.P.,
  SERIES 4 (the "Limited  Partner") of a limited  partnership  interest in ASHFORD
  PLACE, A LIMITED PARTNERSHIP, a Oklahoma limited partnership (the "Partnership")
  which owns a certain  parcel of land  located in Shawnee,  Pottawatomie  County,
  Oklahoma 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 ASHFORD PLACE, A LIMITED  PARTNERSHIP,  I hereby
  certify as to the following:
  
       1.  ASHFORD  PLACE,  A LIMITED  PARTNERSHIP  owns a one hundred  (100) unit
  project ("Project") in Shawnee, Pottawatomie County, Oklahoma.
  
       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
  Oklahoma 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)
                                        ------------  ------------   ------------
  
    (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 E. Allen Cowen, II  ("Developer")  and ASHFORD
  PLACE,  A  LIMITED  PARTNERSHIP,   a  Oklahoma  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 Shawnee,  Pottawatomie
  County,  Oklahoma,  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 one hundred (100) 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 manager, 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 One,  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 E. Allen Cowen Ventures.
  
           "Department" means the Oklahoma  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 Greystone & Co. 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, 2009.
  
           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 $591,714.  The Development
  
                                         2
  Fee shall be payable in  accordance  with  Section 3 of this  Agreement.  In the
  event the  Development  Fee is not paid in full upon the Permanent  Loan Funding
  Date then any unpaid Development Fee will accrue interest at a rate equal to the
  five-year Treasury money rate in effect as of the Permanent Loan Funding Date.
  
           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 finalization of the plans and specifications for 
  the Project, and projected construction schedules and costs.
  
                                         3
  (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 Shawnee  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 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.
  
                                         4
  (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 Shawnee 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 ASHFORD PLACE, A
  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.
  
                                      SECTION 3
                              DEVELOPMENT FEE PAYMENTS
  
           3.1  Services   Rendered  Prior  to  December  31,  1996.  The  Parties
  acknowledge  and agree that  Developer has earned the sum of $_____ for services
  rendered prior to December 31, 1996,  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 1996 income tax return.
  
                                         5
  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  ASHFORD  PLACE,  A  LIMITED
  PARTNERSHIP,  a Oklahoma  limited  partnership  (said  agreement is incorporated
  herein by this reference) but in no event later than December 31, 2009.
  
                                      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
  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.
  
                                         6
  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:                          E. Allen Cowen, II
                                            2910 Pine Ridge Road
                                            Oklahoma City, Oklahoma  73120
  
  If to Owner:                              ASHFORD PLACE, A LIMITED PARTNERSHIP
                                            2910 Pine Ridge Road
                                            Oklahoma City, Oklahoma  73120
  
           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
  Oklahoma  applicable to contracts made and wholly  performed  within Oklahoma by
  persons domiciled in Oklahoma.
  
                    (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
  
                                         7
  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.
  
           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.
  
                                         8
  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  Oklahoma
  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.
  
           IN WITNESS  WHEREOF,  the  Parties  have caused  this  Development  Fee
  Agreement to be executed as of December 31, 1996.
  
  DEVELOPER:
  
                                          By:      ______________________________
                                                       E. Allen Cowen, II
  
  OWNER:                              ASHFORD PLACE, A LIMITED PARTNERSHIP
  
                                            THE COWEN GROUP, L.L.C., AN OKLAHOMA
                                            LIMITED LIABILITY COMPANY,
  
                                            General Partner
  
                                            By:   _______________________________
                                                       E. Allen Cowen, II
                                                       General Manager
  
                                         9
  EXHIBIT A
  
  A tract of land in the Southwest Quarter of Section 2, Township 10 North,  Range
  3 East of the Indian  Meridian,  Pottawatomie  County,  Oklahoma,  described  as
  beginning at a point 1108.8' North of the SW/C of said SW/4; thence West 550' to
  the point of beginning containing 11 acres more or less.
  GUARANTY AGREEMENT
  
           FOR VALUE  RECEIVED,  the  receipt and  sufficiency  of which is hereby
  acknowledged,  and in consideration of the agreement of E. Allen Cowen, II, (the
  "Developer")  to permit  deferral of the  $591,714  due from  ASHFORD  PLACE,  A
  LIMITED PARTNERSHIP a Oklahoma 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
  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
  Oklahoma and shall be construed and governed under Oklahoma 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
  Oklahoma  and/or to the  jurisdiction  and venue of any United  States  District
  Court in the State of Oklahoma having  jurisdiction  over any action or judicial
  
                                         2
  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  Oklahoma,  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 December 31, 1996.
  
  Signed, sealed and delivered                                  GUARANTOR:
  in the presence of:
  
  ----------------------------
  Witness
                                                       ------------------------
  ____________________________                         E. Allen Cowen, II
  Notary Public
  My Commission Expires:
  
                                                       Address for Guarantor:
  ----------------------------
                                                       2910 Pine Ridge Road
                                                       Oklahoma City, OK  73120
           (NOTARY SEAL)
  
                                         3
  AMENDED AND RESTATED
  
                         AGREEMENT OF LIMITED PARTNERSHIP OF
  
                               LAMAR PLAZA APTS., L.P.
  TABLE OF CONTENTS
                                                                            Page
  
  I.       DEFINITIONS .........................................              1
  
           1.1      "Accountant" ...................................          1
           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"..........          2
           1.7      "Assignee" .....................................          2
           1.8      "Bankruptcy" or "Bankrupt"......................          2
           1.9      "Capital Account" ..............................          3
           1.10     "Capital Contribution" .........................          3
           1.11     "Cash Flow From Operations" ....................          3
           1.12     "Code" .........................................          3
           1.13     "Completion of Construction"....................          4
           1.14     "Compliance Period".............................          4
           1.15     "Consent of the Special Limited Partner"........          4
           1.16     "Construction Contract".........................          4
           1.17     "Construction Loan" ............................          4
           1.18     "Contractor" ...................................          4
           1.19     "Debt Service Coverage".........................          4
           1.20     "Deferred Management Fee".......................          5
           1.21     "Developer".....................................          5
           1.22     "Development Fee" ..............................          5
           1.23     "Distributions" ................................          5
           1.24     "Fair Market Value" ............................          5
           1.25     "First Year Certificate" .......................          6
           1.26     "General Partner" ..............................          6
           1.27     "Gross Asset Value" ............................          6
           1.28     "Hazardous Substance"...........................          7
           1.29     "Improvements"..................................          7
           1.30     "Incentive Management Fee"......................          7
           1.31     "Income and Losses".............................          7
           1.32     "Insurance" ....................................          8
           1.33     "Insurance Company" ............................          8
           1.34     "Interest" .....................................          9
           1.35     "Involuntary Withdrawal"........................          9
           1.36     "LIHTC".........................................          9
           1.37     "Limited Partner"...............................          9
           1.38     "Management Agent"..............................          9
           1.39     "Management Agreement"..........................          9
           1.40     "MHDC"..........................................          9
           1.41     "Minimum Set-Aside Test"........................          9
           1.42     "Missouri Tax Credits"..........................          9
           1.43     "Mortgage" or "Mortgage Loan"...................          9
           1.44     "Mortgage Note".................................          10
           1.45     "Nonrecourse Deductions"........................          10
   
                                        i
  1.46     "Nonrecourse Liability".........................          10
           1.47     "Operating Deficit" ............................          10
           1.48     "Operating Deficit Guarantee Period"............          10
           1.49     "Operating Loans"...............................          10
           1.50     "Original Limited Partner" .....................          10
           1.51     "Partner" ......................................          10
           1.52     "Partner Nonrecourse Debt" .....................          10
           1.53     "Partner Nonrecourse Debt Minimum Gain" ........          10
           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" .......................................          11
           1.59     "Project" ......................................          11
           1.60     "Project Documents" ............................          11
           1.61     "Projected Annual Tax Credits" .................          11
           1.62     "Projected Tax Credits" ........................          11
           1.63     "Qualified Tenants" ............................          12
           1.64     "Rent Restriction Test" ........................          12
           1.65     "Reporting Fee".................................          12
           1.66     "Revised Projected Tax Credits".................          12
           1.67     "Sale or Refinancing"...........................          12
           1.68     "Sale or Refinancing Proceeds" .................          12
           1.69     "Special Limited Partner".......................          12
           1.70     "State" ........................................          12
           1.71     "State Tax Credit Agency" ......................          12
           1.72     "Substitute Limited Partner" ...................          12
           1.73     "Tax Credit" ...................................          12
           1.74     "Tax Credit Conditions".........................          13
           1.75     "TRA 1986" .....................................          13
           1.76     "Treasury Regulations" .........................          13
           1.77     "Withdrawing" or "Withdrawal"...................          13
  
  II.      NAME ................................................              13
  
  III.     PRINCIPAL EXECUTIVE OFFICE/AGENT FOR SERVICE ........              13
  
           3.1      Principal Executive Office .....................          13
           3.2      Agent for Service of Process ...................          13
  
  IV.      PURPOSE .............................................              14
  
  V.       TERM ................................................              14
  
  VI.      GENERAL PARTNER'S CONTRIBUTIONS AND LOANS............              14
  
           6.1      Capital Contribution of General Partner.........          14
           6.2      Construction and Operating Obligations;
                      General Partner Loans.........................          14
           6.3      Other General Partner Loans.....................          15
  
  VII.     CAPITAL CONTRIBUTIONS OF LIMITED PARTNER.............              16
  
           7.1      Original Limited Partner........................          16
  
                                         ii
  7.2      Capital Contribution of Limited Partner.........          16
           7.3      Repurchase of Limited Partner's Interest........          18
           7.4      Reduction of Limited Partner's
                      Capital Contribution..........................          18
           7.5      Capital Contribution of Special Limited Partner.          20
           7.6      Return of Capital Contribution..................          20
           7.7      Liability of Limited Partner and Special
                    Limited Partner.................................          20
  
  VIII. WORKING CAPITAL AND RESERVES .......................                  21
  
           8.1      Operation and Maintenance Reserve and
                    Replacement Reserve Account.....................          21
           8.2      Other Reserves..................................          21
           8.3      Working Capital Reserve.........................          21
           8.4      Operating Deficit Account.......................          21
  
  IX.      MANAGEMENT AND CONTROL ..............................              21
  
           9.1      Power and Authority of General Partner .........          21
           9.2      Payments to the General Partners and Others ....          22
           9.3      Specific Powers of the General Partner .........          24
           9.4      Authority Requirements..........................          25
           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 ......................          27
           9.8      Partnership Expenses ...........................          29
           9.9      General Partner Expenses .......................          30
           9.10     Other Business of Partners .....................          30
           9.11     Covenants, Representations and Warranties.......          30
  
  X.       ALLOCATIONS OF INCOME, LOSSES AND CREDITS ...........              34
  
           10.1     General ........................................          34
           10.2     Allocations From Sale or Refinancing............          34
           10.3     Special Allocations.............................          36
           10.4     Curative Allocations............................          38
           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
  
                                        iii
  12.3     Invalid Assignment .............................          43
           12.4     Assignee's Rights to Allocations
                      and Distributions ............................          44
           12.5     Substitution of Assignee as Limited Partner
                    or Special 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.........................          47
           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 .............................              50
  
           14.1     Books and Accounts .............................          50
           14.2     Accounting Reports .............................          50
           14.3     Other Reports ..................................          51
           14.4     Late Reports ...................................          53
           14.5     Annual Site Visits..............................          53
           14.6     Tax Returns.....................................          53
           14.7     Fiscal Year ....................................          54
           14.8     Banking ........................................          54
           14.9     Certificates and Elections .....................          54
  
  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 ..................................          55
           15.3     Distributions of Assets ........................          55
           15.4     Deferral of Liquidation.........................          56
           15.5     Liquidation Statement ..........................          56
           15.6     Certificates of Dissolution; Certificate of
                      Cancellation of Certificate of Limited
                      Partnership ..................................          57
  
  XVI.     AMENDMENTS ..........................................              57
  
  XVII. THE ORIGINAL LIMITED PARTNER.........................                 57
  
           17.1 Limited Liability of the Original
                      Limited Partner...............................          58
  
                                         iv
  17.2 Nonassessability of Original Limited
                      Partner's Interest ...........................          58
           17.3 No Control of Management .......................              58
           17.4 No Withdrawal of Contributions .................              58
           17.5 No Right to Partition ..........................              58
           17.6 Original Limited Partner's Rights ..............              58
           17.7 Bankruptcy, Insolvency, Dissolution or
                      Cessation of Existence of the Original
                      Limited Partner ..............................          58
           17.8 Outside Activities of the Original
                      Limited Partner ..............................          58
           17.9 Assignment of the Original Limited Partner's
                      Partnership Interest .........................          59
  
  XVIII. MISCELLANEOUS ......................................                 61
  
           18.1     Voting Rights ..................................          61
           18.2     Meeting of Partnership .........................          61
           18.3     Notices ........................................          62
           18.4     Successors and Assigns .........................          62
           18.5     Recording of Certificate of Limited
                    Partnership. ...................................          62
           18.6     Amendment of Certificate of Limited
                    Partnership ....................................          62
           18.7     Counterparts ...................................          63
           18.8     Captions .......................................          63
           18.9     Saving Clause...................................          63
           18.10 Tax Matters Partners...........................              63
           18.11 Expiration of Compliance Period................              64
           18.12 Number and Gender .............................              65
           18.13 Entire Agreement ..............................              65
           18.14 Governing Law .................................              65
           18.15 Attorney's Fees ...............................              65
           18.16 Receipt of Correspondence .....................              65
           18.17 Security Interest and Right of Set-Off ........              65
  
  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
                               LAMAR PLAZA APTS., L.P.
  
           THIS AMENDED AND RESTATED  AGREEMENT  OF LIMITED  PARTNERSHIP  is being
  entered  into  effective  as of  the  date  written  below  by and  between  MBL
  DEVELOPMENT CO. as the general partner (the "General Partner"),  WNC HOUSING TAX
  CREDIT FUND V, L.P., SERIES 4, a California  limited  partnership as the limited
  partner  (the  "Limited  Partner"),  WNC  HOUSING,  L.P. as the special  limited
  partner  (the  "Special  Limited  Partner")  and D. KIM  LINGLE as the  original
  limited partner (the "Original Limited Partner").
  
                                      RECITALS
  
           WHEREAS,  LAMAR PLAZA APTS., L.P. , a Missouri limited partnership (the
  "Partnership")  recorded a certificate of limited  partnership with the Missouri
  Secretary of State on May 9, 1996. A partnership agreement dated May 9, 1996 was
  entered  into by and  between  the  General  Partner  and the  Original  Limited
  Partner.
  
           WHEREAS,  the Partners  desire to enter into this  Agreement to provide
  for,  among other things,  (i) the  continuation  of the  Partnership,  (ii) the
  admission of the Limited  Partner and the Special Limited Partner as partners of
  the  Partnership,  (iii) the  payment of Capital  Contributions  by the  Limited
  Partner and the Special Limited Partner to the Partnership,  (iv) the allocation
  of Income,  Losses,  Tax Credits and  distributions of Cash Flow From Operations
  and other cash funds of the  Partnership  among the Partners (v) the  respective
  rights,  obligations  and  interests  of the  Partners  to each other and to the
  Partnership, and (vi) certain other matters.
  
           WHEREAS, the Limited Partner, Special Limited Partner, Original Limited
  Partner and the General  Partner  desire hereby to amend and restate the Limited
  Partnership Agreement of the Partnership dated May 9, 1996.
  
           NOW, THEREFORE,  in consideration of their mutual agreements herein set
  forth,  the Partners  hereby agree to amend and restate the Agreement of Limited
  Partnership of LAMAR PLAZA APTS., L.P. in its entirety to provide as follows:
  
                                      ARTICLE I
  
                                     DEFINITIONS
  
           Section 1.1 "Accountant" shall mean Steve Thurmond,  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  Special  Limited
  Partner.  Notwithstanding  any provision of this Agreement to the contrary,  the
  Special Limited Partner shall have the right to dismiss the Accountants.
  
                                         1
  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 98.98% 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
  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
  
                                         2
  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 or
  7.4 of this  Agreement.  A loan to the  Partnership  by a  Partner  shall not be
  considered a Capital Contribution.
  
           Section 1.11 "Cash Flow From Operations" shall mean gross receipts (not
  including any subsidy for rental income from the General Partner or an Affiliate
  thereof,  prepayments of rent,  security deposits and interest thereon,  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.
  
                                         3
  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 twenty-eight (28) 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 Special  Limited  Partner"  shall mean the
  prior written consent or approval of the Special Limited Partner.
  
           Section  1.16  "Construction  Contract"  shall  mean  the  construction
  contract in the amount of $1,314,520,  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 MHDC in the  principal  amount of $888,400 at an interest  rate equal to 1%
  per  annum  for a term  of 40  years  to  provide  funds  for  the  acquisition,
  renovation and/or 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.  The
  Partners acknowledge that the Missouri Housing Development Corporation is making
  the  Partnership  a  construction  and  permanent  loan  and  at  Completion  of
  Construction the Construction Loan becomes the Mortgage.
  
           Section 1.18 "Contractor"  shall mean MBL DEVELOPMENT CO., 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
  
                                         4
  prepayments,  security  deposits and interest  thereon,  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 MBL Development Co.
  
           Section 1.22  "Development Fee" shall mean the fee payable to
  the Developer pursuant to Section 9.2(a) of this Agreement for services incident
  to the  development  and  construction  of the  Project in  accordance  with the
  Development  Fee Agreement  between the  Partnership and the Developer dated the
  even date herewith and incorporated herein by this reference.
  
           Section 1.23  "Distributions"  shall mean the total amount of money, or
  the Gross Asset Value of property (net of liabilities  securing such distributed
  property  that such  Partner is  considered  to assume or take  subject to under
  Section  752 of the  Code),  distributed  to  Partners  with  respect  to  their
  Interests in the Partnership,  but shall not include any payments to the General
  Partner or its  Affiliates  for fees or other  compensation  as provided in this
  Agreement or any guaranteed  payment within the meaning of Section 707(c) of the
  Code, as amended, or any successor thereto.
  
           Section  1.24 "Fair  Market  Value"  shall  mean,  with  respect to any
  property,  real or personal, the price a ready, willing and able buyer would pay
  to a ready, willing and able seller of the property, provided that such value is
  reasonably  agreed to between the parties in arm's-length  negotiations  and the
  parties have sufficiently adverse interests.
  
                                         5
  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 "General  Partner" shall mean MBL DEVELOPMENT CO. and such
  other  Persons as are admitted to the  Partnership  as  additional or substitute
  General Partners pursuant to this Agreement.
  
           Section  1.27 "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
  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  Special
  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  1.27(d) to the extent the General  Partner  determines
  that  an  adjustment   pursuant  to  Section  1.27(b)  hereof  is  necessary  or
  
                                         6
  appropriate in connection with a transaction  that would otherwise  result in an
  adjustment pursuant to this Section 1.27(d).
  
           If the Gross  Asset Value of an asset has been  determined  or adjusted
  pursuant to Section 1.27(a),  Section 1.27(b),  or Section 1.27(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  1.28  "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  1.29   "Improvements"   shall  mean  the   construction  of  a
  twenty-eight  (28) unit apartment complex for families in a good and workmanlike
  manner substantially in accordance with the plans and specifications and Project
  Documents.
  
           Section 1.30  "Incentive Management Fee" shall have the meaning set 
  forth in Section 9.2(e) hereof.
     
           Section  1.31 "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 1.31 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 1.31 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  1.27(a)  or (b)  hereof,  the  amount  of  such
  
                                         7
  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
  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,
  that 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 1.32 "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  $1,000,000;  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  1.33  "Insurance  Company"  shall mean any  insurance  company
  engaged by the  General  Partner  for the  Partnership  with the  Consent of the
  
                                         8
  Special Limited Partner which Insurance Company shall have an A rating or better
  for financial safety by A.M. Best or Standard & Poor's.
  
           Section 1.34 "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 1.35  "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  1.36  "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 1.37 "Limited  Partner"  shall mean WNC HOUSING TAX CREDIT FUND
  V, L.P., SERIES 4, a California limited  partnership,  and such other Persons as
  are admitted to the  Partnership  as additional or Substitute  Limited  Partners
  pursuant to this Agreement.
  
           Section 1.38  "Management  Agent"  shall mean the  property  management
  company  which  oversees the property  management  functions for the Project and
  which is on-site at the Project. The initial Management Agent shall be The REMAS
  Company.
  
           Section 1.39 "Management  Agreement"  shall mean the agreement  between
  the Partnership and the Management Agent for property management services.
  
           Section  1.40  "MHDC"  shall  mean  the  Missouri  Housing  Development
  Corporation, or any successor thereto.
  
           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.
  
           Section 1.42  "Missouri  Tax  Credits"  shall mean the tax credit under
  Missouri Income Tax providing for low income housing by the State of Missouri in
  the amount of $53,738.
  
           Section 1.43  "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
  
                                         9
  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 1.44 "Mortgage Note" shall mean the nonrecourse promissory note
  whereby the Partnership promises to pay MHDC, or its successor or assignee,  the
  principal sum of $888,400, plus interest on the principal at 1% per annum over a
  term of 40 years and amortized  over 40 years.  The partners  recognize that the
  Mortgage is a continuation of the Construction Loan.
  
           Section 1.45  "Nonrecourse  Deductions" shall have the meaning given it
  in Treasury Regulations Section 1.704-2(b)(1).
  
           Section 1.46 "Nonrecourse Liability" shall have the meaning given it in
  Treasury Regulations Section 1.704-2(b)(3).
  
           Section  1.47  "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).
  
           Section 1.48 "Operating Deficit Guarantee Period" shall mean the period
  commencing  with the date of this  Agreement  and ending sixty (60) months after
  Completion of Construction.
  
           Section  1.49  "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 1.50  "Original Limited Partner" shall mean D. KIM LINGLE.
  
           Section 1.51 "Partner(s)"  shall collectively mean the General Partner,
  the Limited  Partner,  the Special  Limited  Partner  and the  Original  Limited
  Partner.
  
           Section  1.52  "Partner  Nonrecourse  Debt"  shall have the meaning set
  forth in Section 1.704-2(b)(4) of the Treasury Regulations.
  
           Section 1.53  "Partner  Nonrecourse  Debt  Minimum  Gain" shall mean an
  amount,  with respect to each Partner Nonrecourse Debt, equal to the Partnership
  
                                         10
  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 1.54 "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 1.55 "Partnership" shall mean the limited partnership continued
  under this Agreement.
  
           Section  1.56   "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 1.57  "Permanent  Mortgage  Commencement"  shall mean the first
  date  on  which  all of the  following  have  occurred:  (a) the  Completion  of
  Construction; and (b) the amortization of the Mortgage shall have commenced.
  
           Section 1.58 "Person" shall mean an individual,  proprietorship, trust,
  estate, partnership,  joint venture, association,  company, corporation or other
  entity.
  
           Section 1.59 "Project" shall mean the approximately  3.03 acres of land
  in Lamar,  Barton  County,  Missouri,  as more fully  described  in Exhibit  "A"
  attached hereto and incorporated herein by this reference, and the Improvements.
  
           Section 1.60 "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 1.61  "Projected  Annual Tax  Credits"  shall mean LIHTC in the
  amount of $44,325 for 1997, $132,974 per year for each of the years 1998 through
  2006,  and $88,649 for 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 98.98% of the aggregate amount of LIHTC of $1,343,440
  to be available to the Partnership;  provided,  however,  that if the Actual Tax
  Credit for 1997 is greater (or less than) $44,325,  the Projected Tax Credit for
  the year 2007 shall be reduced (or  increased)  by an amount equal to the amount
  by which the Actual Tax Credit for 1997 exceeds (or is less than) $44,325.
  
           Section 1.62  "Projected Tax Credits" shall mean LIHTC in the aggregate
  amount of $1,343,440.
  
                                         11
  Section  1.63  "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 1.64 "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
  casualty at the Project or any part thereof,  a claim against a title  insurance
  company,  the  refinancing  or any Mortgage  Note or other  indebtedness  of the
  Partnership and any similar item or  transaction;  provided,  however,  that the
  payment of Capital  Contributions  by the Partners shall not be included  within
  the meaning of the term "Sale or Refinancing."
  
           Section  1.68  "Sale  or  Refinancing  Proceeds"  shall  mean  all cash
  receipts  of the  Partnership  arising  from a Sale  or  Refinancing  (including
  principal and interest  received on a debt obligation  received as consideration
  in whole or in part,  on a Sale or  Refinancing)  less the amount  paid or to be
  paid in connection with or as an expense of such Sale or  Refinancing,  and with
  regard to damage  recoveries or insurance or condemnation  proceeds,  the amount
  paid or to be paid for repairs,  replacements or renewals  resulting from damage
  to or partial condemnation of the Project.
  
           Section 1.69 "Special Limited Partner" shall mean WNC HOUSING,  L.P., a
  California  corporation,   and  such  other  Persons  as  are  admitted  to  the
  Partnership as additional or substitute  Special  Limited  Partners  pursuant to
  this Agreement.
  
           Section 1.70 "State" shall mean the State of Missouri.
  
           Section 1.71 "State Tax Credit  Agency"  shall mean the state agency of
  Missouri which has the  responsibility and authorization to administer the LIHTC
  program in Missouri.
  
           Section 1.72 "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 1.73 "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
  
                                         12
  of any Partner as a result of  activities  or  expenditures  of the  Partnership
  including, without limitation, LIHTC.
  
           Section 1.74 "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 Tax  Credits or to avoid an event of
  recapture in respect of the Tax Credits.
  
           Section 1.75 "TRA 1986" shall mean the Tax Reform Act of 1986.
  
           Section  1.76  "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 1.77  "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.
  
                                     ARTICLE II
  
                                        NAME
  
           The name of the Partnership shall be "LAMAR PLAZA APTS., L.P."
  
                                     ARTICLE III
  
                    PRINCIPAL EXECUTIVE OFFICE/AGENT FOR SERVICE
  
           Section 3.1 Principal  Executive Office. The principal executive office
  of the Partnership is located at 1200 South Outer Road, Suite 401, Blue Springs,
  Missouri 64015, 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 name of the agent for
  service of process on the Partnership is MBL  DEVELOPMENT  CO., whose address is
  1200 South Outer Road, Suite 401, Blue Springs, Missouri 4015.
  
                                         13
  ARTICLE IV
  
                                       PURPOSE
  
           The  purpose  of the  Partnership  is to  acquire,  construct,  own and
  operate the Project in order to provide, in part, Tax Credits to the Partners in
  accordance  with  the  provisions  of the  Code  and  the  Treasury  Regulations
  applicable to LIHTC and to sell the Project. The Partnership shall not engage in
  any  business  or  activity  which is not  incident  to the  attainment  of such
  purpose.
  
                                      ARTICLE V
  
                                        TERM
  
           The  Partnership  term commenced upon the filing of the  Certificate of
  Limited  Partnership  in the  office  of,  and on the form  prescribed  by,  the
  Secretary  of State of the State,  and shall  continue  until May 9, 2096 unless
  terminated  earlier in accordance  with the  provisions of this  Agreement or as
  otherwise provided by law.
  
                                     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 to close the
  Construction Loan.
  
           Section 6.2 Construction and Operating Obligations; General Partner 
  Loans.
  
           (a) The General  Partner  shall cause  Completion  of  Construction  in
  accordance with the Project Documents,  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
  October 30, 1997  ("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.  For purposes of this  Agreement  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);  (2) prior to
  
                                         14
  completing the Improvements, there is an uncured default under or termination of
  the Construction Loan, Mortgage Loan commitment, or other material documents; or
  (3) a  foreclosure  action is  commenced  against the  Partnership,  then at the
  Special Limited Partner's  election,  either the General Partner will be removed
  from the  Partnership  and the  Special  Limited  Partner  will be  admitted  as
  successor  General Partner,  all in accordance with Article XIII hereof,  or the
  General  Partner will  repurchase  the Interests of the Limited  Partner and the
  Special Limited Partner for an amount equal to the amounts  theretofore  paid by
  the Limited Partner and the Special Limited Partner, and the Limited Partner and
  the Special 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 60 days
  after the General Partner receives written demand from the Limited Partner.
  
           (b) During the Operating Deficit Guarantee Period, the General Partner,
  as  required  from  time to time,  shall  provide  Operating  Loans  in  amounts
  necessary  to  cover  any  Operating  Deficits.  Each  Operating  Loan  shall be
  nonrecourse to the Partners,  and shall be repayable out of 50% of the available
  Cash Flow From  Operations or 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 Special  Limited
  Partner,  the General  Partner may loan to the  Partnership any sums required by
  the  Partnership  and not  otherwise  reasonably  available to it. 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 Special 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
  
                                         15
  General Partner and such advance will be classified as a General Partner Capital
  Contribution.
  
                                     ARTICLE VII
  
                      CAPITAL CONTRIBUTIONS OF LIMITED PARTNER
                             AND SPECIAL LIMITED PARTNER
  
           Section 7.1 Original Limited Partner.  The Original Limited Partner
  made a Capital Contribution of $82.
                    
           Section  7.2  Capital  Contribution  of Limited  Partner.  The  Limited
  Partner shall make a Capital  Contribution in the amount of $797,842,  as may be
  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;
  
                    (4) prior to the Capital  Contribution  payment  referenced in
  Section  7.2(b)(2) the General  Partner  shall deliver to the Limited  Partner a
  certificate of occupancy 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)(3),  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 MHDC to close the  Mortgage  and disperse
  Mortgage proceeds to the Partnership;
  
                                         16
  (6) prior to the Capital  Contribution  payment  referenced in
  Section  7.2(b)(3) 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 General Partner, verifying each tenant's eligibility as
  a Qualified Tenant;
  
                    (7) prior to the Capital  Contribution  payment  referenced in
  Section  7.2(b) (2) the General  Partner  shall  deliver to the Limited  Partner
  copies of all inspecting architect's application 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)(3) the General  Partner  shall deliver to the Limited  Partner a
  copy of the Land Use 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 previous 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) $528,804  will  be  payable  upon  the admittance of  the
  Limited  Partner  into  the Partnership, provided the conditions of 
  Section 7.2(a) of this Agreement have been met;
  
                    (2) $179,202 will be payable upon  Completion of  Construction
  as evidenced by the inspecting architect's certification in a form substantially
  similar to the form attached  hereto as Exhibit "E" and  incorporated  herein by
  this  reference,  the issuance of a permanent  certificate  of occupancy for all
  units,  receipt of a letter from the Contractor stating that all amounts payable
  to the  Contractor  have  been paid in full and that the  Partnership  is not in
  violation of the  Construction  Contract and  verification of the  Partnership's
  Insurance, provided the conditions of Section 7.2(a) of this Agreement have been
  met;
  
                    (3) $80,000  will be payable the date the Project  maintains a
  Debt  Service  Coverage of 1.15 for 120  consecutive  days,  and delivery of the
  following to the Limited Partner:  tenant income  verification data to determine
  that 100% of the units in the Project  qualify under Section 42 of the Code; the
  Accountant's  final Tax Credit cost  certification  setting  forth the Project's
  eligible basis in a form  substantially  similar to the form attached  hereto as
  
                                         17
  Exhibit "F" and incorporated  herein by this reference and the amount of the Tax
  Credits  to which the  Partnership  is  entitled;  a fully  executed  set of the
  Mortgage documents; and IRS Form 8609; provided the conditions of Section 7.2(a)
  of this Agreement have been met; and
  
                    (4) $9,836  will be payable  after the  conditions  above have
  been met and  delivery  to the  Limited  Partner of the first year tax return in
  which Tax Credits are taken,  provided the  conditions of Section 7.2(a) of this
  Agreement have been met.
  
           Section 7.3 Repurchase of Limited  Partner's  Interest.  Within 60 days
  after the General  Partner  receives  written  demand  from the Limited  Partner
  and/or the Special Limited Partner, the Partnership shall repurchase the Limited
  Partner's  Interest  and/or  the  Special  Limited  Partner's  Interest  in  the
  Partnership  by  refunding  to it  in  cash  the  full  amount  of  the  Capital
  Contribution  which the Limited  Partner and/or the Special  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 October 30, 1997;
  
           (c)      achieve 90% occupancy of the Project by Qualified Tenants by 
  May 15, 1998;
  
           (d)      obtain Permanent Mortgage Commencement by October 30, 1997;
  
           (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
  
           (f)      obtain a carryover  allocation, within the meaning of Section 
  42 of the Code, from the State Tax Credit Agency on or before December 31, 1996.
  
           Section 7.4 Reduction of Limited Partner's Capital Contribution.
  
           (a) If the anticipated  amount of Projected Tax Credits to be allocated
  to the Limited  Partner and Special  Limited  Partner as  evidenced  by IRS Form
  8609,  Schedule A  thereto,  and the  audited  construction  cost  certification
  provided to the Limited Partner is less than $1,329,871 (the "Revised  Projected
  Tax Credits") then the Limited  Partner's and Special Limited  Partner's Capital
  Contribution provided for in Section 7.2 and Section 7.5 shall be reduced by the
  amount which will make the total Capital  Contribution to be paid by the Limited
  
                                         18
  Partner  and  Special  Limited  Partner to the  Partnership  equal to 60% of the
  Revised  Projected  Tax Credits so  anticipated  to be  allocated to the Limited
  Partner and Special Limited Partner.
  
           (b) The General  Partner is  required  to use its best  efforts to rent
  100% of the  Project's  apartment  units to  Qualified  Tenants  throughout  the
  Compliance Period. If at any time during the first five calendar years following
  the year in which the  Project is placed in  service,  the Actual Tax Credit for
  any fiscal 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),  then the
  amount of the reduction shall be applied to the next Capital  Contribution  owed
  by the Limited Partner or the Special 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 or the Special
  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  or  Special  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 or the Special  Limited  Partner within
  ninety days of the General Partner  receiving notice of the Reduction  Shortfall
  from the Limited Partner and/or the Special 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(d) at the
  rate equal to the 5-year Treasury money rate at the time of the Credit Shortfall
  Loan,  or, if lesser,  the maximum  legal rate.  Credit  Shortfall  Loans or any
  portion thereof shall be repaid in the next year in which sufficient  monies are
  
                                         19
  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) resulting in a recapture of Tax Credits previously claimed,  then,
  in  addition  to any other  payments  to which the  Limited  Partner and Special
  Limited  Partner is  entitled  under the terms of this  Section  7.4 the General
  Partner shall pay to the Limited Partner and the Special Limited Partner the sum
  of (1) the deficiency  assessed  against the Limited  Partner or Special Limited
  Partner as a result of the Tax Credit recapture,  (2) any interest and penalties
  imposed on the Limited  Partner or Special  Limited Partner with respect to such
  deficiency,  and (3) an amount  sufficient to pay any tax liability  owed by the
  Limited  Partner or Special  Limited  Partner  resulting from the receipt of the
  amounts specified in (1) and (2).
  
           Section  7.5  Capital  Contribution  of Special  Limited  Partner.  The
  Special  Limited  Partner shall make a Capital  Contribution  of $82.00 upon its
  admittance and at the time of the Limited Partner's Capital Contribution payment
  referenced  in Section  7.2(b)(1).  The Special  Limited  Partner  shall be in a
  different  class from the Limited  Partner and,  except as  otherwise  expressly
  stated in this Agreement,  shall not  participate in any rights  allocable to or
  exercisable by the Limited Partner under this Agreement.
  
           Section  7.6  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 Special  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  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 7.7 Liability of Limited  Partner,  Special Limited Partner and
  Original Limited Partner.  The Limited Partner,  Special Limited Partner and the
  Original Limited Partner shall not be liable for any of the debts,  liabilities,
  contracts or other obligations of the Partnership.  The Limited Partner, Special
  Limited  Partner and the Original  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.
  
                                         20
  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  $200.00  per  residential  unit per  year for the  purpose  of
  repairs,  maintenance and capital repairs. Said deposit shall be made monthly in
  equal  installments.  Withdrawals  from such account shall be made only with the
  Consent of the Special Limited Partner.  Any balance remaining in these accounts
  at the time of a sale of the Project shall be allocated and distributed  equally
  between the General Partner and the Limited Partner.
  
           Section 8.2 Other Reserves.  The General Partner shall establish out of
  funds  available to the  Partnership  a reserve  account  sufficient in its sole
  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.
  
           Section 8.3 Working Capital Reserve. The Partnership shall deposit into
  a  fund  controlled  by  MHDC  $17,768  until  Completion  of  Construction  and
  conversion of the Construction Loan to the Mortgage.  At the time, any remaining
  funds shall be transferred to the Operating Deficit Account.
  
           Section 8.4 Operating  Deficit Account.  The Partnership  shall deposit
  $22,200  into a fund  controlled  by  MHDC  to be  used  for  initial  Operating
  Deficits.  At  stabilized  occupancy  as  defined by MHDC in the  Mortgage,  any
  remaining  funds in excess of normal cash  requirements  will be released to the
  Partnership  and paid to the General Partner as an Operating  Deficit  guarantee
  fee.
  
                                     ARTICLE IX
  
                               MANAGEMENT AND CONTROL
  
           Section  9.1 Power and  Authority  of General  Partner.  Subject to the
  receipt of Consent of the Special  Limited Partner or the 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
  
                                         21
  Partnership,  and in its  name,  to  exercise  all of  the  rights,  powers  and
  authority of a partner of a partnership  without limited  partners.  If there is
  more than one General  Partner,  all acts,  decisions or consents of the General
  Partners  shall  require  the  concurrence  of all of the General  Partners.  No
  actions taken without the  authorization  of all the General  Partners  shall be
  deemed valid actions taken by the General  Partners  pursuant to this Agreement.
  No Limited  Partner or Special  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 $146,700  from funds  available in accordance  with Section  9.2(b) of
  this Agreement and if not available then in accordance  with the Development Fee
  will be paid in  accordance  with the  Development  Fee  Agreement  between  the
  Partnership and the Developer.
  
           (b) The  Partnership  shall retain the sum of $797,924 from the Capital
  Contributions  paid  pursuant  to Article VII of this  Agreement  to be used for
  supplemental  development  costs  including,  but not  limited  to,  land costs,
  architectural  fees, survey and engineering  costs,  financing costs, loan fees,
  building  materials and labor. 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 fund the Working Capital
  Reserve  referenced in Section 8.3 of this  Agreement and the Operating  Deficit
  Account referenced in Section 8.4 of this Agreement; then 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,  and the  execution  or  renewal  of any  Management
  Agreement shall be subject to the prior Consent of the Special Limited  Partner.
  If the  Management  Agent is an  Affiliate  of the  General  Partner  and if the
  Operating  Deficit  Guarantee  Period has expired then the Management  Agreement
  shall provide  that, in any year in which the Project has an Operating  Deficit,
  
                                         22
  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 Special Limited Partner.
  
                    (2) The  appointment  of any  successor  Management  Agent  is
  subject to the Consent of the Special  Limited  Partner which may only be sought
  after the General Partner has provided the Special Limited Partner  accurate and
  complete disclosure respecting the proposed Management Agent.
  
                    (3) Prior to the Management  Agent's  acceptance of an initial
  tenant for move-in into an apartment unit, the Management  Agent shall submit to
  the Special Limited Partner the prospective tenant's application,  certification
  and the third party  verifications.  The Special  Limited  Partner shall have 48
  hours to review said  tenant file from the date of actual  receipt to approve or
  disapprove of said prospective  tenant.  If the Special Limited Partner does not
  respond  to the  Management  Agent  within  the  requisite  48  hours,  then the
  prospective  tenant will be deemed approved by the Special Limited Partner.  The
  Partners  recognize and acknowledge that the Special Limited Partner's review of
  the prospective  tenant's files is only to confirm that the tenant complies with
  the guidelines of Section 42 of the Code.
  
           (d)  The  Partnership  shall  pay to the  Limited  Partner  a fee  (the
  "Reporting  Fee")  commencing  in  1997  equal  to  15% of the  Cash  Flow  From
  Operations but in no event less than $850.00 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 $850.00,  the unpaid portion thereof shall accrue 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 1997 for services  incident to the  administration of
  
                                         23
  the business and affairs of the Partnership,  which services shall include,  but
  not limited to, maintaining the books and records of the Partnership,  selecting
  and supervising  the  Partnership's  Accountants,  bookkeepers and other Persons
  required to prepare and audit the  Partnership's  financial  statements  and tax
  returns,  and preparing and  disseminating  reports on the status of the Project
  and the  Partnership,  all as  required by Article  XIV of this  Agreement.  The
  Incentive  Management  Fee  shall  be  payable  within  seventy-five  (75)  days
  following each calendar year and shall be payable from Cash Flow From Operations
  in the  manner  and  priority  set  forth  in  Section  11.1.  If the  Incentive
  Management  Fee is not paid in any year it  shall  not  accrue  for  payment  in
  subsequent years.
  
           Section 9.3 Specific Powers of the General Partner.
  
           Subject to the other provisions of this Agreement,  the General Partner
  shall have the following powers:
  
           (a) In the  Partnership's  name and on its behalf,  the General Partner
  may hold,  sell,  transfer,  lease or otherwise deal with any real,  personal or
  mixed property,  interest therein or appurtenance thereto in accordance with the
  purpose of this Agreement as indicated in Article IV hereto;
  
           (b) In the  Partnership's  name and on its behalf,  the General Partner
  may employ,  contract and otherwise deal with, from time to time,  Persons whose
  services  are  necessary  or  appropriate  in  connection  with  management  and
  operation  of  the  Partnership   business,   including,   without   limitation,
  contractors,  agents, brokers,  Accountants and Management Agents (provided that
  the selection of any Accountant or Management  Agent has received the Consent of
  the Special 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;
  
                                         24
  (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 a Tax Credit 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 Special Limited Partner under Section 42 of
  the Code to allow the  Partnership  or its Partners to claim the Tax Credit,  to
  file  Form  8609 with  respect  to the  Project  as  required,  for at least the
  duration  of the  Compliance  Period  to  operate  the  Project  and  cause  the
  Management  Agent to manage the Project so as to comply with the requirements of
  Section 42 of the Code, as amended, or any successor thereto, including, but not
  limited to, Section 42(g) and Section  42(i)(3) of the Code, as amended,  or any
  successors thereto, to make all certifications  required by Section 42(l) of the
  Code, as amended, or any successor thereto, and to operate the Project and cause
  the  Management  Agent to manage the  Project so as to comply with all other Tax
  Credit Conditions.
  
           Section 9.4 Authority Requirements.  During the Compliance Period, the
  following provisions shall apply:
  
           (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
  
                                         25
  (d) Any  conveyance  or  transfer of title to all or any portion of the
  Project  required or  permitted  under this  Agreement  shall in all respects be
  subject to the Tax Credit  Conditions  and all  conditions,  approvals  or other
  requirements of the rules and regulations of any authority applicable thereto.
  
           Section  9.5  Limitations  on General  Partner's  Power and  Authority.
  Notwithstanding  the  provisions  of this Article IX, the General  Partner shall
  not:
  
           (a)      Except as required by Section 9.4, act in contravention of 
  this Agreement;
  
           (b)      Act in any manner  which  would  make it  impossible to carry 
  on the  ordinary  business  of the Partnership;
  
           (c)      Confess a judgment against the Partnership;
  
           (d)      Possess Partnership  property,  or assign the Partner's right
  in specific  Partnership  property, for other than the exclusive benefit of the 
  Partnership;
  
           (e)      Admit a Person as a General Partner except as provided in this
  Agreement;
  
           (f)      Admit a Person as a Limited Partner except as provided in this
  Agreement;
  
           (g)      Violate any provision of the Mortgage Loan or Mortgage Note;
  
           (h)      Cause the Project apartment units to be rented to anyone other
  than Qualified Tenants;
  
           (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 Special  Limited
  Partner or the consent of the  Limited  Partner  unless the General  Partner has
  received the Consent of the Special Limited Partner.
  
                                         26
  Section 9.6  Restrictions  on  Authority  of General  Partner.  Without
  consent of the Special Limited Partner the General Partner shall not:
  
           (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)  Engage  in any  transaction  not  expressly  contemplated  by this
  Agreement in which the General  Partner has an actual or  potential  conflict of
  interest with the Limited Partner or the Special Limited Partner;
  
           (d)      Contract away the fiduciary duty owed to the Limited  Partner 
  and the Special  Limited Partner at common law;
  
           (e) 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;
  
           (f)  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  approved  by the  Special  Limited  Partner,  as provided in
  Section 14.3(i) hereof;
  
           (g)      Cause the merger or other reorganization of the Partnership; 
                    or
  
           (h)      Dissolve the Partnership.
  
           Section 9.7 Duties of 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
  
                                         27
  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 Tax
  Credits; (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 Tax Credits from the Agency;
  
           (f) Use its best  efforts  to keep the  Project  and  Project  dwelling
  units, in decent,  safe, sanitary and good condition,  repair and working order,
  ordinary use and obsolescence  excepted,  and make or cause to be made from time
  to time  all  necessary  repairs  thereto  (including  external  and  structural
  repairs) and renewals and replacements thereof;
  
           (g) Pay, before the same shall become  delinquent and before  penalties
  accrue thereon all Partnership taxes, assessments and other governmental charges
  against the  Partnership or its  properties,  and all of its other  liabilities,
  except to the extent and so long as the same are being  contested  in good faith
  by appropriate  proceedings in such manners as not to cause any material adverse
  effect  on  the  Partnership's   property,   financial   condition  or  business
  operations, with adequate reserves provided for such payments;
  
           (h)  Permit,  and cause the  Management  Agent to permit,  the  Special
  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,  Tax Credit  compliance  data and
  plans and  specifications  and deliver  copies  thereof and such  reports as may
  reasonably be required by the Special Limited Partner. The General Partner shall
  provide the Special 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 Apartment  Complex,  and it shall take no action with respect
  
                                         28
  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 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 only 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, such as expenses for advertising and promotion,  management,
  utilities,  repair and maintenance,  Insurance,  Partner communications,  legal,
  accounting, statistical and bookkeeping services, use of computing or accounting
  equipment,  travel and  telephone  expenses,  salaries  and direct  expenses  of
  Partnership  employees  while  engaged in  Partnership  business,  and any other
  operational and  administrative  expenses necessary for the prudent operation of
  the Partnership.  Without  limiting the generality of the foregoing,  "operating
  cash expenses" shall include fees paid by the Partnership to the General Partner
  or any  Affiliate of the General  Partner  permitted by this  Agreement  and the
  actual cost of goods,  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:
  
                                         29
  (1)      No such  reimbursement  shall be permitted for 
  services for which the General Partner or any of its Affiliates is entitled to 
  compensation by way of a separate fee; and
  
                    (2) No  such  reimbursement  shall  be made  for  (A)  rent or
  depreciation,  utilities,  capital equipment or other such administrative items,
  and (B) salaries,  fringe  benefits,  travel  expenses and other  administrative
  items incurred or allocated to any  "controlling  person" of the General Partner
  or any  Affiliate  of the General  Partner.  For the  purposes  of this  Section
  9.8(b)(2),  "controlling  person"  includes,  but is not limited to, any Person,
  however titled,  who performs functions for the General Partner or any Affiliate
  of the General  Partner similar to those of: (i) chairman or member of the board
  of directors;  (ii) executive management,  such as president,  vice president or
  senior  vice  president,   corporate   secretary  or  treasurer;   (iii)  senior
  management,  such as the vice  president  of an  operating  division who reports
  directly  to  executive  management;  or (iv) those  holding  5% or more  equity
  interest in such General Partner or any such Affiliate of the General Partner or
  a person  having  the power to direct or cause  the  direction  of such  General
  Partner or any such  Affiliate  of the  General  Partner,  whether  through  the
  ownership of voting securities, by contract or otherwise.
  
           Section 9.9 General Partner Expenses. The General Partner or Affiliates
  of the  General  Partner  shall  pay  all  Partnership  expenses  which  are not
  permitted to be  reimbursed  pursuant to Section 9.8 and all expenses  which are
  unrelated to the business of the Partnership.
  
           Section  9.10  Other  Business  of  Partners.  Any  Partner  may engage
  independently or with others in other business  ventures wholly unrelated to the
  Partnership  business  of  every  nature  and  description,  including,  without
  limitation, the acquisition, development, construction, operation and management
  of real estate projects and developments of every type on their own behalf or on
  behalf of other  partnerships,  joint  ventures,  corporations or other business
  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   except  if   prohibited   under  a
  non-competition  agreement.  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
  and  will  be  true  during  the  term of this  Agreement,  to the  extent  then
  applicable:
  
                                         30
  (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 and the Special Limited Partner.
  
           (b) The  Partnership  Agreement  and the 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 the plans
  and  specifications of the Project that have been or shall be hereafter approved
  by MHDC, if required,  and all applicable  governmental  entities, as such plans
  and  specifications  may be changed  from time to time with the approval of MHDC
  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 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.
  
                                         31
  (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  and the
  Special 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
  must  promptly  notify the Limited  Partner and the Special  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) 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) The  Partnership  will  allocate  to the  Limited  Partner  and the
  Special  Limited  Partner the Projected  Annual Tax Credits and will allocate to
  the Original Limited Partner the Missouri Tax Credits.
  
           (p) 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
  
                                         32
  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) All accounts of the Partnership required to be maintained under the
  terms of the Project Documents,  including,  without limitation, any reserves in
  accordance with Article VIII hereof,  are currently  funded to required  levels,
  including levels required by any authority.
  
           (s) 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.
  
           (t) No event has occurred which constitutes a default under any of the
  Project Documents.
  
           (u) 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,
  that 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,  that 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.
  
           (v) No event or  proceeding,  including,  but not limited to, any legal
  actions or  proceedings  before any court,  commission,  administrative  body or
  other  governmental  authority,  and acts of any  governmental  authority having
  jurisdiction  over the zoning or land use laws  applicable  to the Project,  has
  occurred  the  continuing  effect of which  has:  (1)  materially  or  adversely
  affected the  operation of the  Partnership  or the Project;  (2)  materially or
  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 that
  the  foregoing  does not apply to matters of general  applicability  which would
  adversely affect the Partnership, the General Partner, Affiliates of the General
  
                                         33
  Partner  or the  Project  only  insofar  as they or any of them  are part of the
  general public.
  
           (w)  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 the  Special  Limited  Partner  and  which  in the
  aggregate  affect the ability of the Limited  Partner to obtain the  anticipated
  benefits of its investment in the Partnership.
  
           (x) The General Partner or acceptable guarantor, 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,  diminution in the value of its investment in
  the Partnership, 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  98.98% to the Limited  Partner,  .01% to the Special Limited Partner,
   .01% to the Original Limited Partner and 1% to the General Partner.
  
           Section  10.2  Allocations  From Sale or  Refinancing.  All  Income and
  Losses  arising  from a Sale or  Refinancing  shall  be  allocated  between  the
  Partners as follows:
  
           (a)      As to Income:
  
                    (1) First, an amount of Income equal to the aggregate negative
  balances  (if any) in the  Capital  Accounts  of all  Partners  having  negative
  Capital  Accounts  (prior to taking into account the Sale or Refinancing and the
  Distribution  of the related  Sale or  Refinancing  Proceeds,  but after  giving
  effect to  Distributions  of Cash Flow From  Operations and allocations of other
  Income  and  Losses  pursuant  to this  Article  X up to the date of the Sale or
  Refinancing) shall be allocated to such Partners in proportion to their negative
  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 Special Limited Partner's and the Original Limited Partner's
  positive Capital Account balance to an amount equal to its Capital Contribution,
  
                                         34
  shall be allocated to the Limited  Partner,  the Special Limited Partner and the
  Original Limited Partner, respectively;
  
                    (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  98.98%
  to the  Limited  Partner,  .01%  to the  Special  Limited  Partner,  .01% to the
  Original 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 or the
  Special Limited  Partner if and to the extent that such allocation  would create
  or increase an Adjusted  Capital  Account Deficit for the Limited  Partner,  the
  Special  Limited  Partner  or the  Original  Limited  Partner.  In the  event an
  allocation  of 98.98%  or .01% 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, the Special Limited
  Partner or the Original Limited Partner, respectively, then so much of the items
  of deduction other than projected depreciation shall be allocated to the General
  Partner  instead of the  Limited  Partner,  the Special  Limited  Partner or the
  Original  Limited  Partner as is  necessary  to allow the Limited  Partner,  the
  Special Limited Partner or the Original  Limited Partner to be allocated  98.98%
  and .01%, respectively,  of the items of Income and Project depreciation without
  creating or  increasing  an  Adjusted  Capital  Account  Deficit for the Limited
  Partner,  the Special Limited Partner or the Original Limited Partner,  it being
  the intent of the parties that the Limited Partner,  the Special Limited Partner
  and the Original  Limited  Partner  always shall be allocated  98.98%,  .01% and
   .01%,  respectively,  of the  items  of  Income  not  arising  from  a  Sale  or
  Refinancing   and  98.98%,   .01%  and  .01%,   respectively,   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
  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
  
                                         36
  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  98.98% to the Limited  Partner,  .01% to the Special Limited Partner,
   .01% to the Original Limited Partner and 1% to the General Partner.
  
           (f) Any  Partner  Nonrecourse  Deductions  for any fiscal year shall be
  specially  allocated  to the  Partner who bears the  economic  risk of loss with
  respect  to the  Partner  Nonrecourse  Debt to which  such  Partner  Nonrecourse
  Deductions are  attributable  in accordance  with Treasury  Regulations  Section
  1.704-2(i)(1).
  
           (g) To the  extent  an  adjustment  to the  adjusted  tax  basis of any
  Partnership  asset  pursuant to Code Section  734(b) or Code  Section  743(b) is
  required,  pursuant to Treasury Regulations Section  1.704-1(b)(2)(iv)(m)(2)  or
  Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital
  Accounts as the result of a distribution to a Partner in complete liquidation of
  his interest in the  Partnership,  the amount of such  adjustment to the Capital
  Accounts  shall be treated as an item of gain (if the  adjustment  increases the
  basis of the asset) or loss (if the  adjustment  decreases  such basis) and such
  gain or loss shall be specially  allocated to the  Partners in  accordance  with
  their  interests  in the  Partnership  in the event  that  Treasury  Regulations
  Section  1.704-1  (b)(2)(iv)(m)(2)  applies,  or to the  Partner  to  whom  such
  distribution   was  made  in  the  event  that  Treasury   Regulations   Section
  1.704-1(b)(2)(iv)(m)(4) applies.
  
           (h) To the extent the  Partnership  has  taxable  interest  income with
  respect to any  promissory  note pursuant to Section 483 or Section 1271 through
  1288 of the Code:
  
                    (1) Such interest  income shall be specially  allocated to the
  Limited Partner to whom such promissory note relates; and
  
                    (2) The amount of such interest  income shall be excluded from
  the  Capital  Contributions  credited  to  such  Partner's  Capital  Account  in
  
                                         37
  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.
  
           (o) The  Missouri Tax Credits  shall be allocated  100% to the Original
  Limited Partner.
  
           Section  10.4  Curative  Allocations.  The  allocations  set  forth  in
  Sections 10.2(c),  10.3(a),  10.3(b),  10.3(c),  10.3(d),  10.3(e), 10.3(f), and
  10.3(g)  hereof  (the  "Regulatory  Allocations")  are  intended  to comply with
  certain  requirements  of the  Treasury  Regulations.  It is the  intent  of the
  Partners  that, to the extent  possible,  all  Regulatory  Allocations  shall be
  offset either with other Regulatory  Allocations or with special  allocations of
  other items of Partnership  income,  gain,  loss, or deduction  pursuant to this
  Section 10.4.  Therefore,  notwithstanding any other provision of this Article X
  
                                         38
  (other than the Regulatory Allocations), with the Consent of the Special 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 Special 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  98.98% to the Limited  Partner,  .01% to the Special Limited Partner,
   .01% to the Original Limited Partner and 1% to the General Partner.
  
           (b) In the event Partnership investment tax credit property is disposed
  of during any taxable  year,  profits for such taxable year (and,  to the extent
  such  profits are  insufficient,  profits for  subsequent  taxable  years) in an
  amount  equal to the excess,  if any, of (1) the  reduction  in the adjusted tax
  basis (or cost) of such property  pursuant to Code Section  50(c),  over (2) any
  increase in the  adjusted  tax basis of such  property  pursuant to Code Section
  50(c) caused by the  disposition  of such  property,  shall be excluded from the
  profits allocated  pursuant to Section 10.1 and Section 10.2(a) hereof and shall
  instead be allocated among the Partners in proportion to their respective shares
  of such excess,  determined  pursuant to Section 10.3(i) and 10.3(j) hereof.  In
  the event more than one item of such property is disposed of by the Partnership,
  the foregoing  sentence shall apply to such items in the order in which they are
  disposed of by the  Partnership,  so the profits  equal to the entire  amount of
  such  excess  with  respect  to the first  such  property  disposed  of shall be
  allocated  prior to any  allocations  with  respect to the second such  property
  disposed of, and so forth.
  
           (c) For purposes of determining the Income,  Losses, or any other items
  allocable  to any  period,  Income,  Losses,  and any such other  items shall be
  determined  on a daily,  monthly,  or other basis,  as determined by the General
  Partner with the Consent of the Special Limited  Partner,  using any permissible
  method under Code Section 706 and the Treasury Regulations thereunder.
  
                                         39
  (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: 98.98%;
  Special  Limited  Partner:  .01%; Original Limited Partner: .01%; 
  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.
  
           (f) Tax Credits shall be allocated 98.98% to the Limited Partner, 1% to
  the  General  Partner,  .01% to the  Special  Limited  Partner  and  .01% to the
  Original Limited  Partner.  In the event there occurs a recapture of Tax Credits
  previously  allocated to the Partners,  the  responsibility for the recapture of
  such Tax Credits shall be allocated in accordance  with the  requirements of the
  Code and the Treasury  Regulations;  namely,  to the  Partners (if  permitted by
  applicable  law) who are or are deemed to be  Partners in the year in which such
  recapture  occurs,  in  accordance  with  their  interests  in the losses of the
  Partnership  for that year.  Missouri Tax Credits shall be allocated 100% to the
  Original Limited 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 with the Consent of the Special  Limited 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
  
                                         40
  in computing,  any Person's  Capital Account or share of Income,  Losses,  other
  items, or distributions pursuant to any provision of this Agreement.
  
           Section 10.7 Allocation Among Limited  Partners.  In the event that the
  Interest of the Limited  Partner  hereunder is at any time held by more than one
  Limited  Partner  all items  which are  specifically  allocated  to the  Limited
  Partner for any month pursuant to this Article X shall be apportioned among such
  Persons according to the ratio of their respective  profit-sharing  interests in
  the Partnership at the last day of such month.
  
           Section 10.8 Allocation Among General  Partners.  In the event that the
  Interest of the General  Partner  hereunder is at any time held by more than one
  General  Partner  all items  which are  specifically  allocated  to the  General
  Partner for any month pursuant to this Article X shall be apportioned among such
  Persons in such  percentages as may from time to time be determined by agreement
  among them without amendment to this Agreement or consent of the Limited Partner
  or Consent of the Special Limited Partner.
  
           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,  but only
  with  the  Consent  of  the  Special  Limited  Partner,  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,  but only with the  Consent of the  Special  Limited
  Partner, 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;
  
           (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;
  
                                         41
  (c)  To pay the Development Fee in accordance with the Development Fee 
  Agreement;
  
           (d) 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 (c) of
  this Section 11.1;
  
           (e) 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 (d) of this Section 11.1; and
  
           (f) 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 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 Special 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 Special Limited Partner in an amount equal to its 
  Capital Contribution;
  
           (f)      To the General Partner in an amount equal to its Capital 
  Contribution;
  
           (g)  To the Original Limited Partner in an amount equal to its Capital 
  Contribution; and
  
           (h)      Thereafter, 50% to the Limited Partner and 50% to the General 
  Partner.
  
                                         42
  ARTICLE XII
  
                                TRANSFERS OF LIMITED
                        PARTNER'S INTEREST IN THE PARTNERSHIP
  
           Section 12.1  Assignment  of Limited  Partner's  Interest.  The Limited
  Partner and Special  Limited  Partner  shall not have the right to assign all or
  any part of their  respective  Interests in the Partnership to any other Person,
  whether or not a Partner, except upon satisfaction of each of the following:
  
           (a) By a written  instrument in form and substance  satisfactory to the
  General  Partner  and its  counsel,  setting  forth the name and  address of the
  proposed transferee,  the nature and extent of the Interest which is proposed to
  be transferred  and the terms and conditions upon which the transfer is proposed
  to be made,  stating that the Assignee  accepts and agrees to be bound by all of
  the terms and provisions of this Agreement, and providing for the payment of all
  reasonable  expenses  incurred  by  the  Partnership  in  connection  with  such
  assignment,  including  but not limited to the cost of preparing  any  necessary
  amendment to this Agreement;
  
           (b)      Upon  consent  of the  General  Partner  to such  assignment,
  which  shall  not be  unreasonably withheld; and
  
           (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.
  
           (d) Notwithstanding the above, the Partners recognize,  acknowledge and
  consent to the assignment of the Original Limited Partner's Interest.
  
           THE LIMITED  PARTNERSHIP  INTEREST AND THE SPECIAL 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,  Special Limited Partner's Interest or the Original 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,  Special  Limited  Partner or  Original  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
  
                                         43
  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 or Special 
  Limited Partner.
  
           (a) An Assignee shall not have the right to become a substitute Limited
  Partner or substitute  Special  Limited Partner or substitute  Original  Limited
  Partner in place of his  assignor  unless  the  written  consent of the  General
  Partner to such  substitution  shall have been obtained,  which consent,  in the
  General Partner's absolute discretion, may be withheld.
  
           (b) A nonadmitted transferee of a Limited Partner's Interest or Special
  Limited  Partner's  Interest  or  Original  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,  Special  Limited Partner or
  Original 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  or
  substitute  Special Limited Partner or substitute  Original Limited Partner as a
  Substitute  Limited  Partner or substitute  Special  Limited Partner or Original
  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
  
                                         44
  adjudication of incompetency or insanity of a Limited Partner or Special Limited
  Partner or Original Limited Partner, such Partner's executors, administrators or
  legal  representatives shall have all the rights of a Limited Partner or Special
  Limited Partner or Original Limited Partner, as the case may be, 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 or substitute Special Limited Partners in the place of their respective
  predecessors-in-interest unless the General Partner shall so consent.
  
                                    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 Special Limited Partner, and,
  to the  extent  required,  of MHDC.  Withdrawal  shall be  conditioned  upon the
  agreement of the Special Limited  Partner to be admitted as a successor  General
  Partner,  or if  the  Special  Limited  Partner  declines  to be  admitted  as a
  successor  General  Partner  then on 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).
  
           Section 13.2 Removal of General Partner.
  
           (a)      The Special  Limited  Partner or the  Limited  Partner,  or 
  both of them,  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;
  
                                         45
  (D)      Made personal use of Partnership funds or 
  properties;
  
                             (E)      Violated the terms of the Mortgage  Note,  
  and such  violation  prompts MHDC 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 
  Special  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 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 fire, 
  flood, earthquake or other act of God 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) Written  notice of the  removal  for cause of the  General  Partner
  shall be served by the Special Limited Partner or the Limited  Partner,  or both
  of them,  upon the General  Partner  either by certified or by registered  mail,
  return receipt  requested,  or by personal service.  Such notice shall set forth
  the reasons for the  removal,  if any, and the date upon which the removal is to
  become effective.
  
           (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.
  
                                         46
  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,  with the Consent of the Special Limited Partner,
  upon written notice to the party so terminated.
  
      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 and the Special 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  and the Special  Limited  Partner in  connection  with the
  transaction.
  
           The  following  additional  provisions  shall  apply in the  event of a
  Withdrawal:
  
           (a)  In  the  event  of  a  Withdrawal  which  is  not  an  Involuntary
  Withdrawal,  the  Withdrawing  General  Partner  shall have no further  right to
  receive any 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 Special
  Limited Partner),  or if there is no other general partner of the Partnership at
  that time, to the Special 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
  
                                         47
  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  Section  13.2(a)  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 Special 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 Special Limited Partner,  or, if they cannot
  agree,  by arbitration in accordance with the then current rules of the American
  Arbitration Association.  The cost of such arbitration shall be borne equally by
  the Withdrawing General Partner and the Partnership. The purchase price shall be
  paid  by  the   Partnership  by  delivering  to  the  General   Partner  or  its
  representative the Partnership's  non-interest bearing unsecured promissory note
  payable,  if at all, 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  Section  13.2(a)  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 Special Limited Partner of
  
                                         48
  such Withdrawal (the "Withdrawal Notice").  Whether or not the Withdrawal Notice
  shall have been sent as provided herein,  the Special Limited Partner shall have
  the right to become a successor  General  Partner  (and to become the  successor
  managing  General Partner if the Withdrawing  General Partner was previously the
  managing 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 Special  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 Special 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 Special  Limited  Partner to the admission of such Person
  as a substitute General Partner, which consent may be withheld in the discretion
  of the Special Limited Partner, shall have been given; and (c) such Person shall
  have executed and acknowledged any other  instruments  which the Special 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 or the Special Limited Partner's Interest in the Partnership.
  
           Section 13.6 Transfer of Interest. Except as otherwise provided herein,
  the General  Partner may not Withdraw  from the  Partnership,  or enter into any
  agreement  as the  result of which any Person  shall  become  interested  in the
  Partnership, without the Consent of the Special 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
  
                                         49
  of the  Partnership,  and no  valuation  shall be put thereon for the purpose of
  liquidation or distribution, or for any other purpose whatsoever.
  
                                     ARTICLE XIV
  
                            BOOKS AND ACCOUNTS, REPORTS,
                        TAX RETURNS, FISCAL YEAR AND BANKING
  
           Section 14.1 Books and Accounts.
  
           (a) The  General  Partner  shall  cause  the  Partnership  to keep  and
  maintain at its principal  executive  office full and complete books and records
  which shall include each of the following:
  
                    (1) a current list of the full name and last known business or
  residence address of each Partner set forth in alphabetical  order together with
  the Capital Contribution and the share in Income and Losses of each Partner;
  
                    (2) a copy of the  Certificate of Limited  Partnership and all
  certificates of amendment  thereto,  together with executed copies of any powers
  of attorney pursuant to which any certificate has been executed;
  
                    (3)      copies of the  Partnership's  federal,  state and 
  local income tax  information  returns and reports, if any, for the six most 
  recent taxable years;
  
                    (4)      copies of the original of this Agreement and all 
  amendments thereto;
  
                    (5)      financial statements of the Partnership for the six 
  most recent fiscal years; and
  
                    (6)      the  Partnership's  books and records  for at least 
  the  current  and past three  fiscal
  years.
  
           (b) Upon the request of the Limited Partner,  the General Partner shall
  promptly  deliver to the Limited Partner,  at the expense of the Partnership,  a
  copy of the information set forth in Section 14.1(a) above.  The Limited Partner
  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  and the Special  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.
  
                                         50
  (b) By March 1 of each calendar year the General  Partner shall send to
  the Limited Partner and the Special 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 and the Special Limited Partner a report as to the nature of the
  Sale or  Refinancing  and as to the  Income  and  Losses  for tax  purposes  and
  proceeds arising from the Sale or Refinancing.
  
           Section 14.3 Other  Reports.  The General  Partner  shall  provide to 
  the Limited  Partner and the Special 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 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
  
                                         51
  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) If the Project receives a reservation of LIHTC in one year but will
  not  complete  the  construction  and rent-up  until a later  year,  the General
  Partner  will  provide to the Limited  Partner by December 31 of the year during
  which the  reservation is received an audited cost  certification  together with
  the  accountant's  work papers  verifying that the  Partnership has expended the
  requisite 10% of the  reasonably  expected cost basis to meet the carryover test
  provisions of Section 42 of the Code;
  
           (f)  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;
  
           (g) A quarterly  report on operations,  in the form attached  hereto as
  Exhibit  "G",  due on or before  April 30 of each year for the first  quarter of
  operations,  July 31 of each year for the second quarter of operations,  October
  31 of each year for the third quarter of operations  and January 31 of each year
  for the fourth quarter of operations which shall include, but is not limited to,
  an  unaudited  income  statement  showing all  activity in the reserve  accounts
  required to be maintained pursuant to Section VIII of this Agreement,  statement
  of income and expenses,  balance sheet, rent roll as of the end of each calendar
  quarter of each year, and third party verification of current utility allowance;
  
           (h) By the annual  renewal  date of each and every  year,  an  executed
  original or certified  copy of each and every  Insurance  policy or  certificate
  required by the terms of this Agreement;
  
                                         52
  (i)      On or  before  March  15th of  each  calendar  year,  the  
  General  Partner's  updated  financial statement as of December 31 of the 
  previous year;
  
           (j) On or  before  November  1 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.  Such budget
  shall only be adopted with the Consent of the Special Limited Partner; and
  
           (k) Notice of the  occurrence,  or of the likelihood of occurrence,  of
  any event which has had or is likely to have 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 Section 14.2 within the time periods set forth  therein,  the
  General Partner,  using its own funds,  shall pay as damages the sum of $100 per
  day (plus interest at the rate  established by Section 6.3 of this Agreement) to
  the Limited Partner until such  obligations  shall have been  fulfilled.  If the
  General Partner does not fulfill its  obligations  under Section 14.3 within the
  time periods set forth therein, the General Partner,  using its own funds, shall
  pay as  damages  the  sum  of  $100.00  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
  
                                         53
  federal, state and local taxing authorities.
  
           Section 14.7 Fiscal Year. The fiscal year of the  Partnership  shall be
  the  calendar  year or such  other  period as may be  approved  by the  Internal
  Revenue Service for federal income tax purposes.
  
           Section 14.8 Banking.  All funds of the Partnership  shall be deposited
  in a separate  bank  account or accounts as shall be  determined  by the General
  Partner  with the  Consent  of the  Special  Limited  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,  with the  Consent  of the  Special  Limited
  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  Special  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;
  
           (b)      The sale of the  Project  and the  receipt  in cash of the 
  full  amount of the  proceeds  of such sale; or
  
           (c)      The written election to do so of the Limited Partner.
  
                                         54
  Notwithstanding   the  foregoing,   however,  in  no  event  shall  the
  Partnership  terminate  prior to the expiration of its term if such  termination
  would result in a violation of the Mortgage Note or any other  agreement with or
  rule or regulation of MHDC 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,  and the Partnership is
  prohibited  from such a  distribution  of  property  absent  the  Consent of the
  Special Limited Partner.
  
           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 Special 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 Special 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.
  
                                         55
  (c)      With respect to assets distributed in kind to the Partners in 
  liquidation or otherwise:
  
                    (1) unrealized  appreciation or unrealized depreciation in the
  values of such  assets  shall be deemed to be Income and Losses  realized by the
  Partnership  immediately prior to the liquidation or other  Distribution  event;
  and
  
                    (2) such Income and Losses  shall be allocated to the Partners
  in accordance with Section 10.2 hereof, and any property so distributed shall be
  treated as a Distribution  of an amount in cash equal to the excess of such Fair
  Market Value over the outstanding  principal  balance of and accrued interest on
  any debt by which the property is encumbered.
  
           (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 Special 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
  Special 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 and
  
                                         56
  Special  Limited  Partner  shall cease to be such and the General  Partner shall
  execute,  acknowledge  and cause to be filed those  certificates  referenced  in
  Section 15.6.
  
           Section  15.6  Certificates  of  Dissolution;  Certificate  of  
  Cancellation  of  Certificate  of Limited Partnership.
  
           (a) Upon the dissolution of the Partnership,  the General Partner shall
  cause to be filed in the office of, and on a form prescribed by the Secretary of
  State of the State, a certificate of dissolution. The certificate of dissolution
  shall set forth the Partnership's name, the Secretary of State's file number for
  the Partnership, the event causing the Partnership's dissolution and the date of
  the dissolution.
  
           (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
  Special  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 and the Special  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
  
                            THE ORIGINAL LIMITED PARTNER
  
           Section 17.1 Limited  Liability of the Original  Limited  Partner.  The
  Original  Limited  Partner  will  not be  personally  liable  for the  expenses,
  liabilities or obligations  of the  Partnership  beyond the amount of its agreed
  Capital Contribution to the extent not paid.
  
                                         57
  Section 17.2  Nonassessability  of Original Limited Partner's Interest.
  The interest of the Original Limited Partner in the Partnership is nonassessable
  and, upon payment of the Capital Contributions required pursuant to Section 7.5,
  will be fully paid.
  
           Section  17.3 No  Control of  Management.  Except as  provided  in this
  Agreement,  the  Original  Limited  Partner,  as such,  will  take no part in or
  interfere in any manner with the conduct or control of the Partnership  business
  and will have no right or authority to act for or bind the Partnership.
  
           Section 17.4 No  Withdrawal  of  Contributions.  The  Original  Limited
  Partner  does not have the right to withdraw or reduce its  contribution  to the
  capital of the Partnership except as provided by law or this Agreement.
  
           Section 17.5 No Right to Partition.  The Original  Limited Partner does
  not have the right to require the partition of Partnership property.
  
           Section 17.6 Original Limited Partner's Rights. The Original Limited 
  Partner is entitled:
  
           (a)      to all of the  rights  granted  to  limited  partners  by the 
  Act  not  inconsistent  with  this Agreement; and
  
           (b)      to all rights and powers of the Original Limited Partner as 
  set forth in this Agreement;
  
           In the event of the legal  disability of the Original  Limited Partner,
  its legal  representative  shall  have all the  rights of the  Original  Limited
  Partner hereunder.
  
           Section  17.7  Bankruptcy,  Insolvency,  Dissolution  or  Cessation  of
  Existence of the Original  Limited  Partner.  Upon the  bankruptcy,  insolvency,
  dissolution or other cessation of existence of the Original Limited Partner, its
  authorized  representative  will have all of the rights of the Original  Limited
  Partner for the purpose of effecting the orderly  winding up and  dissolution of
  its  business  and such  power as the  Original  Limited  Partner  possessed  to
  constitute a successor as an assignee of its interest in the  Partnership and to
  join with such assignee in substituting such assignee as a limited partner.
  
           Section 17.8 Outside  Activities of the Original Limited  Partner.  The
  Original  Limited  Partner and its  Affiliates and any Person holding a legal or
  beneficial  interest  in the  Original  Limited  Partner  may  engage or possess
  interests in other business ventures of every kind and description for their own
  account  including,  without  limitation,  the direct or indirect  ownership  or
  management of other real estate projects, developments or undertakings.  Neither
  the  Partnership nor any of the Partners shall have any rights by virtue of this
  
                                         58
  Agreement in such independent  business ventures or to income or profits derived
  therefrom.
  
           Section 17.9 Assignment of the Original Limited Partner's Partnership
  Interest.
  
           (a) The Original Limited Partner's  partnership interest is assignable,
  in whole or in part,  without the consent of the General Partner.  An assignment
  of a Original Limited Partner's  partnership  interest or a portion thereof with
  the consent of the General Partner shall  nevertheless  not be effective  unless
  and  until a fully  executed  copy of the  instrument  of  assignment  has  been
  received by the General Partner. Except as otherwise provided in Section 17.9(b)
  hereof and subject to the next  sentence,  an assignment  of a Original  Limited
  Partner's  partnership  interest or a portion  thereof  shall  nevertheless  not
  entitle the  assignee to become a partner of the  Partnership,  and the assignee
  shall only be entitled to receive,  in accordance with any agreement that it may
  have with the  assignor,  all or a portion of the Income  and  Losses,  items of
  income,  gain,  expense,  loss or credit and  distributions  of the  Partnership
  otherwise  allocable to the assignor in respect of such partnership  interest or
  portion  thereof,  and the assignee shall not have any other rights of a partner
  of the  Partnership,  under this  Agreement or  otherwise.  Notwithstanding  the
  preceding  sentence,  any such assignee  under an assignment as security for any
  indebtedness or obligation shall only be entitled to receive, in accordance with
  any  agreement  that it may have  with the  assignor,  all or a  portion  of the
  distributions of the Partnership  otherwise allocable to the assignor in respect
  of the Partnership interest or portion thereof assigned to such assignee, and it
  shall not have any rights of a partner of the Partnership whatsoever, under this
  Agreement or otherwise.
  
           (b)  If  there  is an  assignment  of  an  Original  Limited  Partner's
  partnership  interest or a portion thereof (other than an assignment as security
  referred to in the last sentence of Section  17.9(a)  hereof) the assignee shall
  be admitted to the Partnership as a limited  partner,  and the Original  Limited
  Partner whose partnership  interest or a portion thereof has been assigned shall
  cease to be a limited partner of the partnership, in respect of such partnership
  interest or portion thereof, if and when all of the following  requirements have
  been satisfied:
  
                    (1) The Original Limited Partner whose partnership interest or
  a portion  thereof has been  assigned (i) executes and delivers to the assignee,
  and delivers to the General  Partner an executed  copy of, a document  under the
  terms of which he states that it is his desire that the  assignee be admitted to
  the  Partnership as a limited  partner,  in the place and stead of such Original
  Limited Partner, in respect of such partnership interest or portion thereof, and
  (ii)  executes and delivers to the General  Partner such other  instruments  and
  documents  as the  General  Partner  shall  require,  in its sole  and  absolute
  
                                         59
  discretion,  which may  include,  but shall not  necessarily  be  limited  to, a
  document under the terms of which such Original Limited Partner acknowledges and
  agrees that it remains  liable to the  Partnership  for the  performance  of any
  obligations  that it may have to the  Partnership in respect of the  Partnership
  Interest or portion thereof so assigned;
  
                    (2) The assignee executes and delivers to the Original Limited
  Partner whose partnership interest or a portion thereof has been assigned to him
  (and if, for any reason, such Original Limited Partner is not the assignor under
  the assignment of the  partnership  interest or portion thereof to the assignee,
  the assignee also executes and delivers to the assignor under such  assignment),
  and delivers to the General  Partner an executed  copy of, a document  under the
  terms of which the assignee (i) accepts  such  assignment  and states that it is
  his desire that it be admitted to the Partnership as a limited  partner,  in the
  place and stead of such Original Limited Partner, in respect of such partnership
  interest or portion thereof,  (ii) assumes and agrees to perform the obligations
  of  such  Original  Limited  Partner  to the  Partnership  in  respect  of  such
  partnership interest or portion thereof, and (iii) agrees to be bound by, and to
  perform  the  provisions  of,  this  Agreement,  in respect  of the  partnership
  interest  or portion  thereof  assigned  to it; and the  assignee  executes  and
  delivers to the General  Partner such  instruments  and documents as the General
  Partner shall require,  which may include,  but shall not necessarily be limited
  to, a conformed counterpart of this Agreement; and
  
                    (3) The  General  Partner  consents  to the  admission  of the
  assignee to the Partnership as a limited partner,  which consent may be given or
  withheld for any reason or for no reason in the sole and absolute  discretion of
  the General Partner.
  
  The Original Limited Partner whose partnership interest or a portion thereof has
  been  assigned  shall  cease to be, and the  assignee  shall  become,  a limited
  partner of the  Partnership  in respect of the  partnership  interest or portion
  thereof so  assigned,  as of the date on which all of the  requirements  of this
  Section 17.9(b) have been satisfied.
  
           (c) The General Partner shall have the right, power and authority to do
  all things necessary or advisable,  in its judgment,  to effect the admission to
  the Partnership as a Original limited partner of any assignee who is entitled to
  be so admitted under the terms of Section 17.9(b) hereof.  The Original  Limited
  Partner  hereby  agrees (and each assignee who is entitled to be admitted to the
  Partnership  as a  limited  partner  shall be deemed  to have  agreed,  upon the
  execution  of the  instruments  referred to in Section  17.9(b)  hereof) that it
  shall,  at the request of the General  Partner,  execute and deliver any and all
  instruments and documents that the General  Partner  requests in connection with
  the  admission to the  Partnership  as a limited  partner of any assignee who is
  entitled to be so admitted under the terms of Section 17.9(b) hereof.
  
                                         60
  ARTICLE XVIII
  
                                    MISCELLANEOUS
  
           Section 18.1 Voting Rights.
  
           (a) The  Limited  Partner  shall have no right to vote upon any matters
  affecting the Partnership, except as provided in this Agreement. Notwithstanding
  the foregoing,  the Limited Partner may,  without the concurrence of the General
  Partner:
  
                    (1)      Approve  or  disapprove,  but,  except  as  otherwise
  expressly  provided  herein,  not initiate, the Sale or Refinancing of the 
  Project;
  
                    (2)      Remove the General  Partner and elect a substitute  
  General  Partner as provided in this Agreement;
  
                    (3)      Elect a successor General Partner upon the Withdrawal
  of the General Partner;
  
                    (4)      Approve or disapprove, but not initiate, the 
  dissolution of the Partnership; or
  
                    (5)      Subject to the provisions of Article XVI hereof, 
  amend this Agreement.
  
           (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  Special  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 18.2 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
  
                                         61
  provide the  written  notice of the meeting to all the  Partners,  which  notice
  shall  specify  the time and place of such  meeting  and the purpose or purposes
  thereof.  All meetings and actions of the Limited  Partner  shall be governed in
  all  respects,  including  matters  relating  to  notice,  quorum,  adjournment,
  proxies,  record  dates  and  actions  without  a  meeting,  by  the  applicable
  provisions of the Act, as it shall be amended from time to time.
  
           Section 18.3 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:    MBL DEVELOPMENT CO.
                                      1200 South Outer Road, Suite 401 
                                      Blue Springs, Missouri 64015
  
           To the Limited Partner:    WNC HOUSING TAX CREDIT FUND V, L.P.
                                      SERIES 4
                                      c/o WNC & Associates, Inc.
                                      3158 Redhill Ave., Suite 120
                                      Costa Mesa, CA   92626-3416
  
           To the Special
           Limited Partner:           WNC HOUSING, L.P.
                                      3158 Redhill Ave., Suite 120
                                      Costa Mesa, CA   92626-3416
  
           To the Original
           Limited Partner:           D. Kim Lingle
                                      1200 South Outer Road, Suite 401
                                      Blue Springs, Missouri 64015
  
           Section 18.4  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 18.5 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 18.6 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:
  
                                         62
  (1)      A change in the name of the Partnership.
  
                    (2)      A change in the street address of the Partnership's 
  principal executive office.
  
                    (3) A change in the address,  or the Withdrawal,  of a General
  Partner,  or a change in the  address of the agent for  service of  process,  or
  appointment of a new agent for service of process.
  
                    (4)      The admission of a General Partner and that Partner's
  address.
  
                    (5) The  discovery  by the  General  Partner  of any  false or
  erroneous material statement contained in the Certificate of Limited Partnership
  or any amendment thereto.
  
           (b) The  Certificate  of  Limited  Partnership  may also be  amended in
  conformity with this Agreement at any time in any other respect that the General
  Partner determines.
  
           (c)  The  General  Partner  shall  cause  the  Certificate  of  Limited
  Partnership to be amended, when required or permitted as aforesaid,  by filing a
  certificate of amendment  thereto in the office of, and on a form prescribed by,
  the  Secretary of State of the State.  The  certificate  of amendment  shall set
  forth the  Partnership's  name,  the  Secretary  of State's  file number for the
  Partnership and the text of the amendment.
  
           Section 18.7  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  18.8  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 18.9 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 18.10 Tax Matters Partners.  All the Partners hereby agree that
  the Special Limited Partner shall be the "Tax Matters  Partner"  pursuant to the
  Code and in connection  with any audit of the federal  income tax returns of the
  Partnership;  provided,  however,  that if the  Special  Limited  Partner  shall
  
                                         63
  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.  The Limited Partner will make no claim against the
  Partnership  in respect of any action or  omission  by the Tax  Matters  Partner
  during such time as the Special Limited Partner acts as the Tax Matters Partner.
  
           Section 18.11  Expiration of Compliance Period.
  
           (a)  Notwithstanding  any provision  hereof to the contrary (other than
  this Section  18.11),  the Special  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 Special
  Limited  Partner in writing  with  respect to the terms and  conditions  of such
  offer,  and, if the Special  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 Special 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 Special  Limited Partner for its approval in the manner set forth in Section
  18.11(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 Special Limited Partner in its sole discretion  shall be withheld
  to any proposed sale,  then the Special  Limited Partner shall have the right at
  any time thereafter to obtain a buyer for the Project on terms acceptable to the
  Special  Limited  Partner (but not less  favorable to the  Partnership  than any
  proposed sale previously rejected by the Special Limited Partner).  In the event
  
                                         64
  that the Special 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.
  
           (c) A sale of the Project prior to the end of the Compliance Period may
  only  take  place if the  conditions  of  Section  42(j)(6)  of the Code (or any
  successor provision) will be satisfied upon such sale by having the purchaser of
  the Project post the required bond on behalf of the Partnership.
  
           Section  18.12  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 18.13 Entire Agreement.  This Agreement  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 18.14  Governing  Law. This  Agreement  and its  application  
  shall be governed by the laws of the State.
  
           Section  18.15  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 18.16 Receipt of  Correspondence.  The Partners  agree that the
  General  Partner  shall send to the  Limited  Partner  and the  Special  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 18.17 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.
  
                                         65
  IN WITNESS  WHEREOF,  this  Amended and  Restated  Agreement of Limited
  Partnership of LAMAR PLAZA APTS., L.P., a Missouri limited partnership,  is made
  and entered into as of the 14th day of January, 1997.
  
                                      GENERAL PARTNER
  
                                      MBL DEVELOPMENT CO.
  
                                      BY: ________________________________________
                                          D. KIM LINGLE,
                                          President
  
                                      ORIGINAL LIMITED PARTNER
  
                                      ----------------------------------------
                                      D. KIM LINGLE
  
                                      LIMITED PARTNER
  
                                      WNC HOUSING TAX CREDIT FUND V, L.P., 
                                      SERIES 4
  
                                      By:     WNC & ASSOCIATES, INC.
                                              General Partner
  
                                              By:      _________________________
                                                       John B. Lester, Jr.,
                                                       President
  
                                      SPECIAL LIMITED PARTNER
  
                                      WNC HOUSING, L.P.
  
                                      By:     WNC & ASSOCIATES, INC.
                                              General Partner
  
                                              By:      __________________________
                                                       John B. Lester, Jr.,
                                                       President
  
                                         66
  EXHIBIT A TO PARTNERSHIP AGREEMENT
  
                                  LEGAL DESCRIPTION
  
  All of Lots Thirteen (13),  Fourteen (14),  Fifteen (15), Sixteen 16), Seventeen
  (17),  Eighteen (18),  Nineteen (19), Twenty (20),  Twenty-one (21),  Twenty-two
  (22),  Twenty-three (23), and Twenty-four (24), in WILSON MEADOW'S  SUBDIVISION,
  in the City of Lamar,  Mo.,  according to the recorded  plat  thereof;  SUBJECT,
  however,  to the  provisions  and terms of a certain City Zoning  Ordinance  No.
  1100.
  
                                        A-1
  EXHIBIT B TO PARTNERSHIP AGREEMENT
  
                                FORM OF LEGAL OPINION
  
  ____________________________
  c/o WNC & Associates, Inc.
  3158 Redhill Avenue, Suite 120
  Costa Mesa, California  92626
  
  RE:      LAMAR PLAZA APTS., L.P.
  
  Ladies and Gentlemen:
  
           You have  requested  our  opinion  with  respect to certain  matters in
  connection  with  the  investment  by   _____________,   a  California   limited
  partnership   (the   "Limited   Partner")  in  LAMAR  PLAZA  APTS.,   L.P.  (the
  "Partnership"),   a  Missouri  limited   partnership  formed  to  own,  develop,
  (construct/-rehabilitate)   finance  and  operate  an   apartment   complex  for
  low-income persons (the "Apartment Complex") in Lamar, Barton County,  Missouri.
  The general  partner(s) of the  Partnership  (is/are) MBL  DEVELOPMENT  CO. (the
  "General Partner(s)").
  
           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.
  
  Based on the foregoing we are of the opinion that:
  
                                        B-1
  (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 Missouri.
  
           (c) The  Partnership is validly  existing under and subject to the laws
  of   Missouri    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  and the Special  Limited  Partner  have been
  admitted  to the  Partnership  as  limited  partners  of the  Partnership  under
  __________  law and are entitled to all of the rights of limited  partners under
  the Partnership Agreement.  Except as described in the Partnership Agreement, no
  person  is a  partner  of  or  has  any  legal  or  equitable  interest  in  the
  
                                        B-2
  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 nor the Special Limited Partner will have any liability for the Mortgage
  Note or the Mortgage Loan represented thereby (as those terms are defined in the
  Partnership Agreement, and the lender of the Mortgage Loan will look only to its
  security in the Apartment Complex for repayment of the Mortgage Loan.
  
           (j)      The Partnership owns a fee simple interest in the Apartment 
  Complex.
  
           (k) To the best of our actual knowledge and belief,  after due inquiry,
  the Partnership has obtained all consents, permissions,  licenses, approvals, or
  orders required by all applicable  governmental  or regulatory  agencies for the
  development,   [construction/rehabilitation]  and  operation  of  the  Apartment
  Complex, and the Apartment Complex conforms to all applicable Federal, state and
  local land use, zoning, health, building and safety laws, ordinances,  rules and
  regulations.
  
           (l) The Apartment Complex has obtained a preliminary reservation of low
  income housing tax credits ("LIHTC") from the State Agency. The final allocation
  of the LIHTC and ultimately  eligibility of the Apartment Complex for such final
  allocation are subject to a series of requirements  which must be met, performed
  or achieved at various times prior to and after such final allocation.  Assuming
  all  such  requirements  are met,  performed  or  achieved  at the time or times
  provided by applicable laws and regulations,  the Apartment Complex will qualify
  for LIHTC.
  
           All of the  opinions  set forth above are  qualified to the extent that
  the validity of any  provision of any agreement may be subject to or affected by
  applicable bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
  affecting the rights of creditors generally. We do not express any opinion as to
  the  availability  of any equitable or specific remedy upon any breach of any of
  the covenants,  warranties or other  provisions  contained in any agreement.  We
  have not examined,  and we express no opinion with respect to, the applicability
  of, or liability under, any Federal, state or local law, ordinance or regulation
  
                                        B-3
  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 LAMAR
  PLAZA APTS.,  L.P., a Missouri  limited  partnership  (the  "Partnership");  MBL
  DEVELOPMENT  CO.  (the  "General  Partner");  and D. KIM LINGLE  (the  "Original
  Limited Partner") for the benefit of WNC HOUSING TAX CREDIT FUND V, L.P., SERIES
  4, a California limited  partnership (the "Investment  Partnership"),  and WNC &
  ASSOCIATES, INC. ("WNC").
  
           WHEREAS, the Partnership  proposes to admit the Investment  Partnership
  as a limited  partner thereof  pursuant to an Amended and Restated  Agreement of
  Limited  Partnership  of  the  Partnership  (the  "Partnership  Agreement"),  in
  accordance with which the Investment  Partnership will make substantial  capital
  contributions to the Partnership; and
  
           WHEREAS,  the Investment  Partnership  and WNC have relied upon certain
  information  and  representations  described  herein in evaluating the merits of
  investment by the Investment Partnership in the Partnership;
  
           NOW, THEREFORE,  to induce the Investment Partnership to enter into the
  Partnership  Agreement and become a limited partner of the Partnership,  and for
  $1.00 and other good and  valuable  consideration,  the receipt and  adequacy of
  which are hereby  acknowledged,  the  Partnership,  the General  Partner and the
  Original  Limited  Partner  hereby  agree  as  follows  for the  benefit  of the
  Investment Partnership and WNC.
  
           1.       Representations,  Warranties  and  Covenants of the  
                    Partnership,  the General Partner and the Original Limited 
                    Partner
  
           The  Partnership,  the General Partner and the Original Limited Partner
  jointly  and  severally  represent,   warrant  and  certify  to  the  Investment
  Partnership  and WNC  that,  with  respect  to the  Partnership,  as of the date
  hereof:
  
                    1.1 The  Partnership is duly organized and in good standing as
  a limited  partnership  pursuant to the laws of the state of its formation  with
  full power and authority to own its apartment complex (the "Apartment  Complex")
  and conduct its business; the Partnership,  the General Partner and the Original
  Limited  Partner  have the power and  authority  to enter into and perform  this
  Certification  and Agreement;  the execution and delivery of this  Certification
  and Agreement by the  Partnership,  the General Partner and the Original Limited
  Partner  have been duly and validly  authorized  by all  necessary  action;  the
  execution and delivery of this  Certification and Agreement,  the fulfillment of
  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 and 
  the Special Limited Partner the  Projected  Annual Tax Credits and will allocate
  to the  Original  Limited  Partner the  Missouri  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
  
                                        C-2
  Form(s) 8609 with the Internal Revenue Service.
  
                    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.
  
                    1.13 No  General  Partner  is  related  in any  manner  to the
  Investment  Partnership,  nor is any General  Partner  acting as an agent of the
  Investment Partnership.
  
           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 , 199__.
  
  PARTNERSHIP
  
  LAMAR PLAZA APTS., L.P.
  
  MBL DEVELOPMENT CO.
  
  By:     ___________________________
           D. KIM LINGLE,
           President
  
  GENERAL PARTNER
  
  MBL DEVELOPMENT CO.
  
  By:     __________________________
           D. KIM LINGLE,
           President
  
  ORIGINAL LIMITED PARTNER
  
  By:     __________________________
           D. KIM LINGLE
  
                                        C-4
  EXHIBIT D TO THE PARTNERSHIP AGREEMENT
  
                            GENERAL PARTNER CERTIFICATION
  
           This General Partner  Certification  is being issued to WNC HOUSING TAX
  CREDIT  FUND V, L.P.,  SERIES 4  ("Limited  Partner")  by MBL  DEVELOPMENT  CO.,
  General  Partner of LAMAR PLAZA  APTS.,  L.P.,  a Missouri  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 and correct 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 and the Special Limited Partner.
  
           (b) The  Partnership  Agreement  and the 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 the plans
  and  specifications of the Project that have been or shall be hereafter approved
  by MHDC, if required,  and all applicable  governmental  entities, as such plans
  and  specifications  may be changed  from time to time with the approval of MHDC
  and any applicable governmental entities, if such approval shall be required.
  
                                        D-1
  (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 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  and the
  Special  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 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
  
                                        D-2
  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  must  promptly  notify the  Special  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) 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  and the
  Special  Limited  Partner the Projected  Annual Tax Credits and will allocate to
  the Original Limited Partner the Missouri Tax Credits.
  
           (p) 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) All accounts of the Partnership required to be maintained under the
  terms of the Project Documents,  including,  without limitation, any reserves in
  accordance with Article VIII hereof,  are currently  funded to required  levels,
  including levels required by any authority.
  
                                        D-3
  (s) 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.
  
           (t) No event has occurred  which  constitutes a material  default under
  any of the Project Documents.
  
           (u) 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,
  that 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,  that 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.
  
           (v) No event or  proceeding,  including,  but not limited to, any legal
  actions or  proceedings  before any court,  commission,  administrative  body or
  other  governmental  authority,  and acts of any  governmental  authority having
  jurisdiction  over the zoning or land use laws  applicable  to the Project,  has
  occurred  the  continuing  effect of which  has:  (1)  materially  or  adversely
  affected the  operation of the  Partnership  or the Project;  (2)  materially or
  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 that
  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.
  
           (w)  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 the  Special  Limited  Partner  and  which  in the
  aggregate  affect the ability of the Limited  Partner to obtain the  anticipated
  benefits of its investment in the Partnership.
  
                                        D-4
  (x) The General  Partner has and shall maintain a net worth equal to at
  least  $500,000  computed  in  accordance  with  generally  accepted  accounting
  principles.
  
           IN  WITNESS  WHEREOF,  the  undersigned  have set  their  hands to this
  General Partner Certification this day of 199__.
  
  MBL DEVELOPMENT CO.,
  General Partner
  
  By:  _________________________
       D. KIM LINGLE,
       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
  Lamar,  Barton County,  Missouri,  has prepared final working plans and detailed
  specifications for LAMAR PLAZA APTS., L.P., a Missouri limited  partnership (the
  "Partnership"),   between   _____________,   a  California  limited  partnership
  ("Limited  Partner") and the  Partnership  in connection  with the  construction
  [rehabilitation]  of  improvements  on certain real  property  located in Lamar,
  Barton County, Missouri (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 THE PARTNERSHIP
  
                             [ACCOUNTANT'S CERTIFICATE]
                              [Accountant's Letterhead]
  
  _______________, 199____
  
  __________________________
  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 _____________ (the "Limited Partner") of a
  limited  partnership  interest in LAMAR PLAZA APTS.,  L.P.,  a Missouri  limited
  partnership (the  "Partnership")  which owns a certain parcel of land located in
  Lamar,  Barton County,  Missouri 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 LAMAR PLAZA APTS.,  L.P., I hereby certify as to
  the following:
  
       1.  LAMAR  PLAZA  APTS.,   L.P.  owns  a  twenty-eight  (28)  unit  project
  ("Project") in Lamar, Barton County, Missouri.
  
       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
  Missouri 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)
                                        ------------  ------------   ------------
  
  (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 MBL  Development Co.  ("Developer")  and LAMAR
  PLAZA APTS., L.P., a Missouri 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 Lamar,  Barton
  County,  Missouri,  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 twenty-eight (28) 
  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 manager, 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 Missouri Housing  Development  Commission,
  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 MBL DEVELOPMENT CO.
  
           "Department" means the Missouri  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 Missouri  Housing  Development  Commission  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, 2004.
  
           2.2 Development Fee. In  consideration of Developer's  prior activities
  and agreement to provide development  services during the term of this Agreement
  
                                         2
  and the assignment of all  development  rights for the Project,  Owner agrees to
  pay the Developer a Development  Fee in the amount of $146,700.  The Development
  Fee shall be payable in  accordance  with  Section 3 of this  Agreement.  If the
  Development  Fee is not paid in full at the Permanent Loan Funding Date then the
  unpaid  portions  shall bear  interest at the rate equal to the 5-year  Treasury
  money rate in effect as of the Permanent Loan Funding Date.
  
           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)  Developer  has located,  negotiated  and closed on the purchase of the
  Real Property.
  
       (2) Developer has made an application for Tax Credits to the Department.
  
       (3) Developer has  negotiated,  conferred and worked with the Department to
  obtain a reservation of Tax Credits for the Owner on the Project.
  
       (4) Developer has  negotiated,  conferred and worked with the Department to
  obtain an allocation of Tax Credits for the Owner on the Project.
  
       (5) Developer has negotiated and conferred with the environmental  engineer
  to provide a full environmental evaluation of the Real Property.
  
       (6) Developer has negotiated and conferred with a market analyst to provide
  a full market feasibility study of the Project.
  
       (7) Developer has negotiated,  conferred and caused the Owner to execute an
  architectural contract for the planning and design of the Project.
  
       (8) Developer has created,  refined and analyzed the financial  projections
  for the Project.
  
       (9)  Developer  has  negotiated,  conferred,  and worked  with the  Project
  architects, engineers and Contractor with regard to preparation, refinement, and
  finalization  of the plans and  specifications  for the Project,  and  projected
  construction schedules and costs.
  
       (10)  Developer  has applied for zoning  approvals,  land use approvals and
  development permits necessary for the Project, and has conferred and worked with
  
                                         3
  the City of Lamar  planning and building  agencies with regard to such approvals
  and permits.
  
       (11) Developer has negotiated and conferred with the Construction Lender to
  obtain the Construction Loan.
  
       (12) 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 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.
  
                                         4
  (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 Lamar 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 LAMAR PLAZA
  APTS.,  L.P., 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.
  
                                      SECTION 3
                              DEVELOPMENT FEE PAYMENTS
  
           3.1  Services   Rendered  Prior  to  December  31,  1996.  The  Parties
  acknowledge  and agree that  Developer  has earned  the sum of  $__________  for
  services  rendered prior to December 31, 1996, 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 1996 income tax return.
  
                                         5
  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 LAMAR  PLAZA  APTS.,  L.P.,  a
  Missouri  limited  partnership  (said agreement is  incorporated  herein by this
  reference) but in no event later than December 31, 2004.
  
                                      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
  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
  
                                         6
  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:           MBL Development Co.
                             1200 South Outer Road, Suite 401
                             Blue Springs, Missouri 64015
  
  If to Owner:               LAMAR PLAZA APTS., L.P.
                             1200 South Outer Road, Suite 401
                             Blue Springs, Missouri 64015
  
           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
  Missouri  applicable to contracts made and wholly  performed  within Missouri by
  persons domiciled in Missouri.
  
                    (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.
  
                                         7
  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.
  
           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  Missouri
  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
  
                                         8
  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.
  
           IN WITNESS  WHEREOF,  the  Parties  have caused  this  Development  Fee
  Agreement to be executed as of ________________________, 1996.
  
  DEVELOPER:
  
                                              MBL Development Co.
  
                                              By:  ______________________________
                                                   D. Kim Lingle,
                                                       President
  
  OWNER:                              LAMAR PLAZA APTS., L.P.
  
                                              MBL DEVELOPMENT CO.
                                              General Partner
  
                                              By:  _____________________________
                                                   D. KIM LINGLE,
                                                   President
  
                                         9
  EXHIBIT A
  
  All of Lots Thirteen (13),  Fourteen (14),  Fifteen (15), Sixteen 16), Seventeen
  (17),  Eighteen (18),  Nineteen (19), Twenty (20),  Twenty-one (21),  Twenty-two
  (22),  Twenty-three (23), and Twenty-four (24), in WILSON MEADOW'S  SUBDIVISION,
  in the City of Lamar,  Mo.,  according to the recorded  plat  thereof;  SUBJECT,
  however,  to the  provisions  and terms of a certain City Zoning  Ordinance  No.
  1100.
  GUARANTY AGREEMENT
  
           FOR VALUE  RECEIVED,  the  receipt and  sufficiency  of which is hereby
  acknowledged, and in consideration of the agreement of MBL Development Co., (the
  "Developer") to permit deferral of the $146,700 due from LAMAR PLAZA APTS., L.P.
  a Missouri  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
  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
  Missouri and shall be construed and governed under Missouri 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
  Missouri  and/or to the  jurisdiction  and venue of any United  States  District
  Court in the State of Missouri having  jurisdiction  over any action or judicial
  
                                         2
  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  Missouri,  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 _____________________, 1996.
  
  Signed, sealed and delivered                                  GUARANTOR:
  in the presence of:
  
  ____________________________                         MBL Development Co.
  Witness
                                                       --------------------------
  ____________________________                         D. Kim Lingle,
  Notary Public                                        President
  My Commission Expires:
                                                       Address for Guarantor:
  ----------------------------
                                                 1200 South Outer Road, Suite 401
                                                 Blue Springs, Missouri 64015
           (NOTARY SEAL)
  
                                         3
  AMENDED AND RESTATED CERTIFICATE AND
  
                         AGREEMENT OF LIMITED PARTNERSHIP OF
  
                                   WOODLAND, LTD.
  TABLE OF CONTENTS
  
                                                                       Page
  
  I.       DEFINITIONS .........................................       1
  
           1.1      "Accountant" ...................................   1
           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"..........   2
           1.7      "Assignee" .....................................   2
           1.8      "Bankruptcy" or "Bankrupt"......................   2
           1.9      "Capital Account" ..............................   3
           1.10     "Capital Contribution" .........................   3
           1.11     "Cash Flow From Operations" ....................   3
           1.12     "Code" .........................................   4
           1.13     "Completion of Construction"....................   4
           1.14     "Compliance Period".............................   4
           1.15     "Consent of the Special Limited Partner"........   4         
           1.16     "Construction Contract".........................   4
           1.17     "Construction Loan" ............................   4         
           1.18     "Contractor" ...................................   4
           1.19     "Debt Service Coverage".........................   4
           1.20     "Deferred Management Fee".......................   5
           1.21     "Developer".....................................   5
           1.22     "Development Fee" ..............................   5
           1.23     "Distributions" ................................   5
           1.24     "Fair Market Value" ............................   5
           1.25     "First Year Certificate" .......................   6
           1.26     "General Partner" ..............................   6
           1.27     "Gross Asset Value" ............................   6
           1.28     "Hazardous Substance"...........................   7
           1.29     "Improvements"..................................   7
           1.30     "Incentive Management Fee"......................   7
           1.31     "Income and Losses".............................   7
           1.32     "Insurance" ....................................   8
           1.33     "Insurance Company" ............................   8
           1.34     "Interest" .....................................   9
           1.35     "Involuntary Withdrawal"........................   9
           1.36     "LIHTC".........................................   9
           1.37     "Limited Partner"...............................   9
           1.38     "Management Agent"..............................   9
           1.39     "Management Agreement"..........................   9
           1.40     "Minimum Set-Aside Test"........................   9
           1.41     "Mortgage" or "Mortgage Loan"...................   9
           1.42     "Mortgage Note".................................   10
           1.43     "Nonrecourse Deductions"........................   10
           1.44     "Nonrecourse Liability".........................   10
           1.45     "Operating Deficit" ............................   10
  
                                         i
  1.46     "Operating Deficit Guarantee Period"............   10
           1.47     "Operating Loans"...............................   10
           1.48     "Original Limited Partner" .....................   10
           1.49     "Partner" ......................................   10
           1.50     "Partner Nonrecourse Debt" .....................   10
           1.51     "Partner Nonrecourse Debt Minimum Gain" ........   10
           1.52     "Partner Nonrecourse Deductions" ...............   10
           1.53     "Partnership" ..................................   11
           1.54     "Partnership Minimum Gain" .....................   11
           1.55     "Permanent Mortgage Commencement" ..............   11
           1.56     "Person" .......................................   11
           1.57     "Project" ......................................   11
           1.58     "Project Documents" ............................   11
           1.59     "Projected Annual Tax Credits" .................   11
           1.60     "Projected Tax Credits" ........................   11
           1.61     "Qualified Tenants" ............................   11
           1.62     "Rent Restriction Test" ........................   11
           1.63     "Reporting Fee".................................   12
           1.64     "Revised Projected Tax Credits".................   12
           1.65     "Sale or Refinancing"...........................   12
           1.66     "Sale or Refinancing Proceeds" .................   12
           1.67     "Special Limited Partner".......................   12
           1.68     "State" ........................................   12
           1.69     "State Tax Credit Agency" ......................   12
           1.70     "Substitute Limited Partner" ...................   12
           1.71     "Tax Credit" ...................................   12
           1.72     "Tax Credit Conditions".........................   12
           1.73     "TRA 1986" .....................................   13
           1.74     "Treasury Regulations" .........................   13
           1.75     "Withdrawing" or "Withdrawal"...................   13
  
  II.      NAME ................................................       13
  
  III.     PRINCIPAL EXECUTIVE OFFICE/AGENT FOR SERVICE ........       13
  
           3.1      Principal Executive Office .....................   13
           3.2      Agent for Service of Process ...................   13
  
  IV.      PURPOSE .............................................       13
  
  V.       TERM ................................................       14
  
  VI.      GENERAL PARTNER'S CONTRIBUTIONS AND LOANS............       14
  
           6.1      Capital Contribution of General Partner.........   14
           6.2      Construction and Operating Obligations;
                      General Partner Loans.........................   14
           6.3      Other General Partner Loans.....................   15
  
  VII.     CAPITAL CONTRIBUTIONS OF LIMITED PARTNER.............       15
  
           7.1      Original Limited Partner........................   15
           7.2      Capital Contribution of Limited Partner.........   16
           7.3      Repurchase of Limited Partner's Interest........   17
  
                                         ii
  7.4      Reduction of Limited Partner's
                      Capital Contribution..........................   18
           7.5      Capital Contribution of Special Limited Partner.   20
           7.6      Return of Capital Contribution..................   20
           7.7      Liability of Limited Partner and Special
                    Limited Partner.................................   20
  
  VIII. WORKING CAPITAL AND RESERVES .......................           20
  
           8.1      Operation and Maintenance Reserve and
                    Replacement Reserve Account.....................   20
           8.2      Other Reserves..................................   20
  
  IX.      MANAGEMENT AND CONTROL ..............................       21
  
           9.1      Power and Authority of General Partner .........   21
           9.2      Payments to the General Partners and Others ....   21
           9.3      Specific Powers of the General Partner .........   23
           9.4      Authority Requirements..........................   24
           9.5      Limitations on General Partner's
                      Power and Authority ..........................   25
           9.6      Restrictions on Authority of General Partner....   26
           9.7      Duties of General Partner ......................   26
           9.8      Partnership Expenses ...........................   28
           9.9      General Partner Expenses .......................   29
           9.10     Other Business of Partners .....................   29
           9.11     Covenants, Representations and Warranties.......   30
  
  X.       ALLOCATIONS OF INCOME, LOSSES AND CREDITS ...........       33
  
           10.1     General ........................................   33
           10.2     Allocations From Sale or Refinancing............   33
           10.3     Special Allocations.............................   35
           10.4     Curative Allocations............................   37
           10.5     Other Allocation Rules..........................   38
           10.6     Tax Allocations:  Code Section 704(c)...........   39
           10.7     Allocation Among Limited Partners...............   39
           10.8     Allocation Among General Partners ..............   39
           10.9     Modification of Allocations ....................   40
  
  XI.      DISTRIBUTION ........................................       40
  
           11.1     Distribution of Cash Flow From Operations ......   40
           11.2     Distribution of Sale or Refinancing Proceeds....   41
  
  XII.     TRANSFERS OF LIMITED PARTNER'S INTEREST
           IN THE PARTNERSHIP...................................       41
  
           12.1     Assignment of Limited Partner's Interest .......   41
           12.2     Effective Date of Transfer .....................   42
           12.3     Invalid Assignment .............................   42
           12.4     Assignee's Rights to Allocations
                      and Distributions ............................   42
  
                                        iii
  12.5     Substitution of Assignee as Limited Partner
                    or Special Limited Partner......................   42
           12.6     Death, Bankruptcy, Incompetency, etc.
                      of a Limited Partner ........................... 43
  XIII. WITHDRAWAL, REMOVAL AND REPLACEMENT OF GENERAL
        PARTNER ............................................           43
  
           13.1     Withdrawal of General Partner ..................   43
           13.2     Removal of General Partner .....................   44
           13.3     Effects of a Withdrawal.........................   45
           13.4     Successor General Partner.......................   47
           13.5     Admission of Additional or Successor
                      General Partner ..............................   47
           13.6     Transfer of Interest ...........................   48
           13.7     No Goodwill Value...............................   48
  
  XIV.     BOOKS AND ACCOUNTS, REPORTS, TAX RETURNS,
           FISCAL YEAR AND BANKING .............................       48
  
           14.1     Books and Accounts .............................   48
           14.2     Accounting Reports .............................   49
           14.3     Other Reports ..................................   50
           14.4     Late Reports ...................................   52
           14.5     Annual Site Visits..............................   52
           14.6     Tax Returns.....................................   52
           14.7     Fiscal Year ....................................   52
           14.8     Banking ........................................   52
           14.9     Certificates and Elections .....................   52
  
  XV.      DISSOLUTION, WINDING UP, TERMINATION AND
           LIQUIDATION OF THE PARTNERSHIP ......................       53
  
           15.1     Dissolution of Partnership .....................   53
           15.2     Return of Capital Contribution upon
                      Dissolution ..................................   53
           15.3     Distributions of Assets ........................   54
           15.4     Deferral of Liquidation.........................   55
           15.5     Liquidation Statement ..........................   55
           15.6     Certificates of Dissolution; Certificate of
                      Cancellation of Certificate of Limited
                      Partnership ..................................   55
  
  XVI.     AMENDMENTS ..........................................       56
  
  XVII. MISCELLANEOUS ......................................           56
  
           17.1     Voting Rights ..................................   56
           17.2     Meeting of Partnership .........................   57
           17.3     Notices ........................................   57
           17.4     Successors and Assigns .........................   58
           17.5     Recording of Certificate of Limited
                    Partnership. ...................................   58
           17.6     Amendment of Certificate of Limited
                    Partnership ....................................   58
           17.7     Counterparts ...................................   59
  
                                         iv
  17.8     Captions .......................................   59
           17.9     Saving Clause...................................   59
           17.10 Tax Matters Partners...........................       59
           17.11 Expiration of Compliance Period................       59
           17.12 Number and Gender .............................       60
           17.13 Entire Agreement ..............................       60
           17.14 Governing Law .................................       60
           17.15 Attorney's Fees ...............................       60
           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 CERTIFICATE AND AGREEMENT
                              OF LIMITED PARTNERSHIP OF
                                   WOODLAND, LTD.
  
           THIS  AMENDED  AND  RESTATED   CERTIFICATE  AND  AGREEMENT  OF  LIMITED
  PARTNERSHIP  is being entered into effective as of the date written below by and
  between ACHR HOUSING CORPORATION as the general partner (the "General Partner"),
  WNC  HOUSING  TAX CREDIT  FUND V, L.P.,  SERIES 4 as the  limited  partner  (the
  "Limited  Partner"),  WNC  HOUSING,  L.P. as the special  limited  partner  (the
  "Special  Limited  Partner") and TERRY MOUNT as the withdrawing  limited partner
  (the "Original Limited Partner").
  
                                      RECITALS
  
           WHEREAS,   WOODLAND,   LTD.  ,  an  Alabama  limited  partnership  (the
  "Partnership")  recorded a certificate of limited  partnership  with the Alabama
  Secretary of State on April 9, 1996. A partnership agreement dated April 9, 1996
  was entered into by and between the General Partner and BONNIE A. RASMUSSEN, who
  has transferred  her entire interest in the partnership to the Original  Limited
  Partner with the consent of the General Partner.
  
           WHEREAS,  the Partners  desire to enter into this  Agreement to provide
  for,  among other things,  (i) the  continuation  of the  Partnership,  (ii) the
  admission of the Limited  Partner and the Special Limited Partner as partners of
  the  Partnership,  (iii)  the  liquidation  of the  Original  Limited  Partner's
  Interest in the  Partnership,  (iv) the payment of Capital  Contributions by the
  Limited  Partner and the Special  Limited  Partner to the  Partnership,  (v) the
  allocation of Income,  Losses,  Tax Credits and  distributions of Cash Flow From
  Operations and other cash funds of the  Partnership  among the Partners (vi) the
  respective  rights,  obligations and interests of the Partners to each other and
  to the Partnership, and (vii) certain other matters.
  
           WHEREAS,  the  Limited  Partner,  the Special  Limited  Partner and the
  General  Partner  desire  hereby to amend and restate  the  Limited  Partnership
  Agreement of the Partnership dated April 9, 1996.
  
           NOW, THEREFORE,  in consideration of their mutual agreements herein set
  forth,  the Partners  hereby agree to amend and restate the Agreement of Limited
  Partnership of WOODLAND, LTD. in its entirety to provide as follows:
  
                                      ARTICLE I
  
                                    DEFINITIONS
  
           Section 1.1 "Accountant" shall mean Edward G. Reifenberg,  CPA, 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  Special  Limited
  
                                         1
  Partner.  Notwithstanding  any provision of this Agreement to the contrary,  the
  Special Limited Partner shall have the discretion to dismiss the Accountants.
  
           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 98.99% 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
  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 "AHFA" shall mean the Alabama Housing Finance Authority,  a
  public corporation and instrumentality of the State of Alabama.
  
                                         2
  Section 1.8  "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  1.9  "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 1.0 "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  1.11  "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 7.6 of this  Agreement.  A loan to the  Partnership by a Partner shall not be
  considered a Capital Contribution.
  
           Section 1.12 "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,  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
  
                                         3
  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 1.13 "Code" shall mean the  Internal  Revenue Code of 1986,  as
  amended from time to time, or any successor statute.
  
           Section 1.14 "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 forty-two (42)  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  1.15  "Compliance  Period"  shall mean the period set forth in
  Section 42 (i)(1) of the Code, as amended, or any successor statute.
  
           Section 1.16 "Consent of the Special  Limited  Partner"  shall mean the
  prior written consent or approval of the Special Limited Partner.
  
           Section  1.17  "Construction  Contract"  shall  mean  the  construction
  contract in the amount of __________,  entered into between the  Partnership and
  the Contractor pursuant to which the Project is being constructed.
  
           Section  1.18  "Construction  Loan" shall  collectively  mean the loans
  obtained by the Partnership from:
  
           (a) Structured Employment Economic Development  Corporation (SEEDCO) in
  the principal amount of $250,000 at an interest rate equal to 6% per annum for a
  term of 12 months; and
  
           (b) Regions Bank in the  principal  amount of $950,000 with an interest
  rate that shall float with Regions  Financial  Corporation  Commercial Base Rate
  plus one percentage point for a term of 18 months.
  
           (c)  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  1.19  "Contractor"  shall mean Charter  Construction  Company,
  which is the general construction contractor for the Project.
  
           Section 1.20 "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,  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 1.21 "Deferred Management Fee" shall have the meaning set forth
  in Section 9.2(c) hereof.
  
           Section 1.22 "Developer" shall mean Alabama Council on Human Relations,
  Inc.
  
           Section 1.23  "Development Fee" shall mean the fee payable to
  the Developer pursuant to Section 9.2(a) of this Agreement for services incident
  to the  development  and  construction  of the  Project in  accordance  with the
  Development  Fee Agreement  between the  Partnership and the Developer dated the
  even date herewith and incorporated herein by this reference.
  
           Section 1.24  "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
  
                                         5
  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  1.25  "Excess Cash Flow" shall mean the amount by which actual
  rental plus other income exceed 1.4 times the total actual  operating  expenses,
  fees and debt service.
  
           Section  1.26 "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 1.27 "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 1.28 "General Partner" shall mean ACHR HOUSING  CORPORATION and
  such  other  Persons  as  are  admitted  to the  Partnership  as  additional  or
  substitute General Partners pursuant to this Agreement.
  
           Section  1.29 "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
  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  Special
  
                                         6
  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  1.29(d) to the extent the General  Partner  determines
  that  an  adjustment   pursuant  to  Section  1.29(b)  hereof  is  necessary  or
  appropriate in connection with a transaction  that would otherwise  result in an
  adjustment pursuant to this Section 1.29(d).
  
           If the Gross  Asset Value of an asset has been  determined  or adjusted
  pursuant to Section 1.29(a),  Section 1.29(b),  or Section 1.29(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  1.30  "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 1.31 "Improvements"  shall mean the construction of a forty-two
  (42) unit  apartment  complex  for  families  in a good and  workmanlike  manner
  substantially  in  accordance  with the plans  and  specifications  and  Project
  Documents.
  
       Section 1.32 "Incentive Management Fee" shall have the meaning set forth in
  Section 9.2(e) hereof. 
  
           Section  1.33 "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
  
                                         7
  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 1.33 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 1.33 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  1.29(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
  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,
  that if the  federal  income  tax  depreciation,  amortization,  or  other  cost
  recovery deduction for such year is zero,  depreciation shall be determined with
  
                                         8
  reference  to such  beginning  Gross  Asset Value  using any  reasonable  method
  selected by the General Partner.
  
           Section 1.34 "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  $2,500,000;  and shall
  include an umbrella liability coverage in an amount equal to $500,000 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  1.35  "Insurance  Company"  shall mean any  insurance  company
  engaged by the  General  Partner  for the  Partnership  with the  Consent of the
  Special Limited Partner which Insurance Company shall have an A rating or better
  for financial safety by A.M. Best or Standard & Poor's.
  
           Section 1.36 "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 1.37  "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 1.38 "Lease-Up Reserve" shall have the meaning set forth in Section
  8.2 hereof. 
  
           Section  1.39  "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 1.40 "Limited  Partner"  shall mean WNC HOUSING TAX CREDIT FUND
  V, L.P., SERIES 4, a California limited  partnership,  and such other Persons as
  are admitted to the  Partnership  as additional or Substitute  Limited  Partners
  pursuant to this Agreement.
  
           Section 1.41  "Management  Agent"  shall mean the  property  management
  company  which  oversees the property  management  functions for the Project and
  which is on-site at the Project.  The initial  Management Agent shall be Charter
  Property Management Company, Inc.
  
                                         9
  Section 1.42 "Management  Agreement"  shall mean the agreement  between
  the Partnership and the Management Agent for property management services.
  
           Section 1.43 "Minimum  Set-Aside  Test" shall mean the 40-60  set-aside
  test pursuant to Section  42(g),  as amended and any successor  thereto,  of the
  Code with  respect to the  percentage  of  apartment  units in the Project to be
  occupied  by  tenants  whose  incomes  are  equal to or less  than the  required
  percentage of the area median gross income. Notwithstanding, the General Partner
  has agreed  that 40% of the  apartment  units  will be rented to  tenants  whose
  income is 50% or less of the area median income as adjusted for family size.
  
           Section 1.44  "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 1.45 "Mortgage  Note" shall  collectively  mean the nonrecourse
  promissory notes whereby the Partnership promises to pay:
  
           (a) Regions Bank or its  successor or assignee,  the  principal  sum of
  $51,500 plus interest on the principal at 9.5% per annum over a term of 20 years
  and amortized over 240 months; and
  
           (b) Alabama Housing Finance Authority,  a public corporation and acting
  solely  as  the   administrator  of  the  State  of  Alabama's  HOME  Investment
  Partnerships Program ("HOME") or its successor or assignee, the principal sum of
  $1,245,000  plus  interest on the  principal at 0.5% per annum over a term of 20
  years and amortized over 240 months. Notwithstanding, the HOME Mortgage will not
  be  recourse  to the  Partnership  except for  environmental  cleanup,  fraud or
  misrepresentation,  or misapplication of insurance proceeds, condemnation awards
  or rents. In addition, any Excess Cash Flow from the Project for a calendar year
  shall be paid to AHFA by no later than  January 31  immediately  following  such
  calendar year to reduce the outstanding principal balance.
  
           Section 1.46  "Nonrecourse  Deductions" shall have the meaning given it
  in Treasury Regulations Section 1.704-2(b)(1).
  
           Section 1.47 "Nonrecourse Liability" shall have the meaning given it in
  Treasury Regulations Section 1.704-2(b)(3).
  
                                         10
  Section  1.48  "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).
  
           Section 1.49 "Operating Deficit Guarantee Period" shall mean the period
  commencing with the Completion of Construction and ending five years thereafter.
  
       Section 1.50 "Operating  Deficit  Reserve" shall have the meaning set forth
  in Section 8.3 hereof. 
  
           Section  1.51  "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 1.52  "Original Limited Partner" shall mean BONNIE A.RASMUSSEN.
  
           Section  1.53  "Partner"  shall mean the General  Partner,  the Limited
  Partner and the Special Limited Partner.
  
           Section  1.54  "Partner  Nonrecourse  Debt"  shall have the meaning set
  forth in Section 1.704-2(b)(4) of the Treasury Regulations.
  
           Section 1.55  "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 1.56 "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 1.57 "Partnership" shall mean the limited partnership continued
  under this Agreement.
  
           Section  1.58   "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).
  
                                         11
  Section 1.59  "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 1.60 "Person" shall mean an individual,  proprietorship, trust,
  estate, partnership,  joint venture, association,  company, corporation or other
  entity.
  
           Section 1.61 "Project" shall mean the  approximately  6.9 acres of land
  in Marion,  Perry  County,  Alabama,  as more  fully  described  in Exhibit  "A"
  attached hereto and incorporated herein by this reference, and the Improvements.
  
           Section 1.62 "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 1.63  "Projected  Annual Tax  Credits"  shall mean LIHTC in the
  amount of $36,804 for 1997, $220,821 per year for each of the years 1998 through
  2006, and $184,017 for 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 98.99% of the aggregate amount of LIHTC of $2,230,740
  to be available to the Partnership;  provided,  however,  that if the Actual Tax
  Credit for 1997 is greater (or less than) $36,804,  the Projected Tax Credit for
  the year 2007 shall be reduced (or  increased)  by an amount equal to the amount
  by which the Actual Tax Credit for 1997 exceeds (or is less than) $36,804.
  
       Section  1.64  "Projected  Tax Credits"  shall mean LIHTC in the  aggregate
  amount of $2,230,740. 
  
           Section  1.65  "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 1.66 "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 1.67 "Replacement Reserve Account" shall have the meaning set forth
  in Section 8.1 hereof. 
  
       Section  1.68  "Reporting  Fee" shall have the meaning set forth in Section
  9.2(d) hereof. 
  
                                         12
  Section 1.69  "Revised  Projected  Tax Credits"  shall have the meaning set
  forth in Section 7.4(a) hereof.
  
           Section  1.70 "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
  casualty at the Project or any part thereof,  a claim against a title  insurance
  company,  the  refinancing  or any Mortgage  Note or other  indebtedness  of the
  Partnership and any similar item or  transaction;  provided,  however,  that the
  payment of Capital  Contributions  by the Partners shall not be included  within
  the meaning of the term "Sale or Refinancing."
  
           Section  1.71  "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 1.72 "Special Limited Partner" shall mean WNC HOUSING,  L.P., a
  California  limited  partnership,  and such other Persons as are admitted to the
  Partnership as additional or substitute  Special  Limited  Partners  pursuant to
  this Agreement.
  
           Section 1.73 "State" shall mean the State of Alabama.
  
           Section 1.74 "State Tax Credit  Agency"  shall mean the state agency of
  Alabama which has the  responsibility  and authorization to administer the LIHTC
  program in Alabama.
  
           Section 1.75 "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 1.76 "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 1.77 "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 Tax  Credits or to avoid an event of
  recapture in respect of the Tax Credits.
  
           Section 1.78 "TRA 1986" shall mean the Tax Reform Act of 1986.
  
                                         13
  Section  1.79  "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 1.80  "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.
  
                                     ARTICLE II
  
                                        NAME
  
           The name of the Partnership shall be "WOODLAND, LTD."
  
                                     ARTICLE III
  
                    PRINCIPAL EXECUTIVE OFFICE/AGENT FOR SERVICE
  
           Section 3.1 Principal  Executive Office. The principal executive office
  of the Partnership is located at 319 W. Glenn, Auburn, Alabama 36830, 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 name of the agent 
  for  service  of  process  on the Partnership is Nancy S. Spears, whose address 
  is 319 W. Glenn, Auburn, Alabama 36830.
  
                                     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.
  
                                         14
  ARTICLE V
  
                                        TERM
  
           The  Partnership  term commenced upon the filing of the  Certificate of
  Limited  Partnership  in the  office  of,  and on the form  prescribed  by,  the
  Secretary  of State of the State,  and shall  continue  until  December 31, 2050
  unless terminated earlier in accordance with the provisions of this Agreement or
  as otherwise provided by law.
  
                                     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 of  $41,400  or as
  increased pursuant to Section 6.2 below.
  
        Section 6.2 Construction and Operating Obligations; General Partner Loans.
  
           (a) The General  Partner  shall cause  Completion  of  Construction  in
  accordance with the Project Documents,  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 be treated as a Capital  Contribution.  In addition,  if (1)
  the Improvements  are not completed on or before December 31, 1997  ("Completion
  Date")  (which  date  may be  extended  (i) for up to  ninety  (90)  days in the
  discretion of the General Partner,  provided that for each such day's extension,
  the  Capital  Contribution  obligation  of the  Limited  Partner  under  Section
  7.2(b)(7)   shall  be  reduced  by  subtracting   the  product  of  the  Capital
  Contribution  therefore  actually  contributed to the Partnership by the Limited
  Partner  multiplied by 0.000411 (i.e., 15% per annum divided by 365), or (ii) in
  the event of force majeure  provided that in no event shall any extension be for
  longer  than  three  months  from the  Completion  Date.  For  purposes  of this
  Agreement  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);  (2) prior to completing
  the  Improvements,  there is an  uncured  default  under or  termination  of the
  Construction Loan, Mortgage Loan commitment, or other material documents; or (3)
  a foreclosure action is commenced against the Partnership,  then, subject to the
  
                                         15
  notice and cure  provided  below,  at the Special  Limited  Partner's  election,
  either the General  Partner will be removed from the Partnership and the Special
  Limited Partner will be admitted as successor General Partner, all in accordance
  with Article XIII hereof,  or the General  Partner will repurchase the Interests
  of the Limited  Partner and the Special  Limited  Partner for an amount equal to
  the  amounts  theretofore  paid by the Limited  Partner and the Special  Limited
  Partner,  and the Limited  Partner and the Special 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 60 days after the General Partner receives written
  demand from the Limited  Partner.  Notwithstanding  the  foregoing,  the General
  Partner  shall have  thirty  (30) days after  written  notice  from the  Special
  Limited Partner during which it may cure, to the reasonable  satisfaction of the
  Special Limited Partner, any default under clauses (2) or (3) above.
  
           (b) During the Operating Deficit Guarantee Period, the General Partner,
  as  required  from  time to time,  shall  provide  Operating  Loans  in  amounts
  necessary  to  cover  any  Operating  Deficits.  Each  Operating  Loan  shall be
  nonrecourse to the Partners,  and shall be repayable out of 50% of the available
  Cash Flow From  Operations or 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 Special  Limited
  Partner,  the General  Partner may loan to the  Partnership any sums required by
  the  Partnership  and not  otherwise  reasonably  available to it. 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 Special 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
  
                                         16
  General Partner and such advance will be classified as a General Partner Capital
  Contribution.
  
                                     ARTICLE VII
  
                      CAPITAL CONTRIBUTIONS OF LIMITED PARTNER
                             AND SPECIAL LIMITED PARTNER
  
           Section 7.1 Original Limited Partner. The Original Limited Partner made
  a Capital Contribution of $1.00. 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 $1,347,008, as may be
  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;
  
                    (4) prior to each  Capital  Contribution  payment from Section
  7.2(b)(1)  through and including 7.2(b) (4) the General Partner shall deliver to
  the  Limited  Partner  copies  of all  inspecting  architect's  application  and
  certificate  of payment (AIA Document  G702,  or similar form  acceptable to the
  
                                         17
  Limited  Partner),  all  Construction  Loan  draw  requests  and a  copy  of the
  construction schedule and any updates to the construction schedule;
  
                    (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 the recorded grant deed (warranty deed);
  
                    (6) prior to the Capital  Contribution  payment  referenced in
  Section  7.2(b)(5) 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 General Partner, verifying each tenant's eligibility as
  a Qualified Tenant; and
  
                    (7) prior to the Capital  Contribution  payment  referenced in
  Section  7.2(b)(6) 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,  and any
  documents  previous 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) $159,864 shall be payable upon  admittance of the Limited  Partner into
  the  Partnership,  provided the  provisions of Section  7.2(a) of this Agreement
  have been met;
  
       (2)  $171,397  shall be payable  upon 25%  Completion  of  Construction  as
  evidenced by the inspecting architect's  certification and the Construction draw
  request,  provided the  provisions of Section 7.2(a) of this Agreement have been
  met;
  
       (3)  $390,672  shall be payable  upon 50%  Completion  of  Construction  as
  evidenced by the inspecting architect's  certification and the Construction draw
  request,  provided the  provisions of Section 7.2(a) of this Agreement have been
  met;
  
       (4) $352,952 shall be payable:
  
       (A)  upon  Completion  of  Construction  as  evidenced  by  the  inspecting
  architect's  certification in a form substantially  similar to the form attached
  hereto as Exhibit "E" and incorporated herein by this reference;
  
                                         18
  (B) the issuance to the Partnership of a permanent certificate of occupancy
  (or equivalent evidence of local occupancy approval) for all units;
  
       (C) receipt of a letter from the Contractor  stating all amounts payable to
  the  Contractor  have  been  paid in full  and that  the  Partnership  is not in
  violation of the Construction Contract; and
  
       (D) verification that the Partnership has obtained Insurance; provided
  
       (E) the provisions of Section 7.2(a) of this Agreement have been met;
  
       (5) $16,603 shall be payable:
  
       (A) the date the Project  maintains a Debt Service  Coverage of 1.15 for 90
  consecutive days;
  
       (B) delivery to the Limited Partner of tenant income  verification  data to
  determine that 100% of the units in the Project  qualify under Section 42 of the
  Code;
  
       (C) all Mortgage Notes, Mortgage Loans and Project Documents; and
  
       (D) and delivery to the Limited  Partner of an ALTA Owner's Title Insurance
  Policy; provided
  
       (E) the provisions of Section 7.2(a) of this Agreement have been met;
  
       (6) $127,760 shall be payable upon the Limited Partner's receipt of:
  
       (A) the IRS Form 8609;
  
       (B) the first year tax return in which Tax Credits are taken; and
  
       (C) the Accountant's  Certification in a form substantially  similar to the
  form attached hereto as Exhibit "F" and  incorporated  herein by this reference;
  provided
  
       (D) the provisions of Section 7.2(a) of this Agreement have been met; and
  
                    (7)  $127,760  shall be  payable  one year after all the above
  requirements  have been met,  provided the  provisions of Section 7.2(a) of this
  Agreement have been met.
  
           Section 7.3 Repurchase of Limited  Partner's  Interest.  Within 60 days
  after the General  Partner  receives  written  demand  from the Limited  Partner
  and/or the Special Limited Partner, the Partnership shall repurchase the Limited
  
                                         19
  Partner's  Interest  and/or  the  Special  Limited  Partner's  Interest  in  the
  Partnership  by  refunding  to it  in  cash  the  full  amount  of  the  Capital
  Contribution  which the Limited  Partner and/or the Special  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 the Completion Date;
  
       (c) achieve 90%  occupancy of the Project by  Qualified  Tenants by 60 days
  after the Completion Date;
  
       (d) obtain  Permanent  Mortgage  Commencement  by March 31, 1998;  provided
  that,  such date may be extended by up to ninety (90) days, in the discretion of
  the General Partner,  provided that for each such day's  extension,  the Capital
  Contribution  obligation of the Limited Partner under Section 7.2(b)(7) shall be
  reduced  by  subtracting  the  product  of the  Capital  Contribution  therefore
  actually  contributed to the  Partnership by the Limited  Partner  multiplied by
  0.000411 (i.e., 15% per annum divided by 365);
  
           (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
  
           (f) file  all  necessary  documents  in  order  to  obtain a  carryover
  allocation,  within the  meaning  of Section 42 of the Code,  from the State Tax
  Credit Agency on or before December 31, 1996.
  
           Section 7.4 Reduction of Limited Partner's Capital Contribution.
  
           (a) If the anticipated  amount of Projected Tax Credits to be allocated
  to the Limited  Partner and Special  Limited  Partner as  evidenced  by IRS Form
  8609,  Schedule A  thereto,  and the  audited  construction  cost  certification
  provided to the Limited Partner is less than $2,208,433 (the "Revised  Projected
  Tax Credits") then the Limited  Partner's and Special Limited  Partner's Capital
  Contribution  provided for in Section 7.2 and Section 7.5 respectively  shall be
  reduced by the amount which will make the total Capital  Contribution to be paid
  by the Limited Partner and Special  Limited Partner to the Partnership  equal to
  61% of the Revised  Projected Tax Credits so  anticipated to be allocated to the
  Limited Partner and Special Limited Partner.
  
           (b) The General  Partner is  required  to use its best  efforts to rent
  100% of the  Project's  apartment  units to  Qualified  Tenants  throughout  the
  Compliance Period. If at any time during the first five calendar years following
  the year in which the  Project is placed in  service,  the Actual Tax Credit for
  
                                         20
  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),  then the
  amount of the reduction shall be applied to the next Capital  Contribution  owed
  by the Limited Partner or the Special 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 or the Special
  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  or  Special  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 or the Special  Limited  Partner within
  ninety days of the General Partner  receiving notice of the Reduction  Shortfall
  from the Limited Partner and/or the Special 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(d) at the
  rate equal to the 5-year Treasury money rate at the time of the Credit Shortfall
  Loan,  or, if lesser,  the maximum  legal rate.  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) resulting in a recapture of Tax Credits previously claimed,  then,
  in  addition  to any other  payments  to which the  Limited  Partner and Special
  Limited  Partner is  entitled  under the terms of this  Section  7.4 the General
  Partner shall pay to the Limited Partner and the Special Limited Partner the sum
  
                                         21
  of (1) the deficiency  assessed  against the Limited  Partner or Special Limited
  Partner as a result of the Tax Credit recapture,  (2) any interest and penalties
  imposed on the Limited  Partner or Special  Limited Partner with respect to such
  deficiency,  and (3) an amount  sufficient to pay any tax liability  owed by the
  Limited  Partner or Special  Limited  Partner  resulting from the receipt of the
  amounts specified in (1) and (2).
  
           Section  7.5  Capital  Contribution  of Special  Limited  Partner.  The
  Special Limited Partner shall make a Capital Contribution of $136 at the time of
  the  Limited  Partner's  Capital  Contribution  payment  referenced  in  Section
  7.2(b)(1).  The Special  Limited  Partner shall be in a different class from the
  Limited  Partner and,  except as otherwise  expressly  stated in this Agreement,
  shall not  participate in any rights  allocable to or exercisable by the Limited
  Partner under this Agreement.
  
           Section  7.6  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 Special  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  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 7.7 Liability of Limited Partner and Special  Limited  Partner.
  The Limited  Partner and Special  Limited Partner shall not be liable for any of
  the debts, liabilities,  contracts or other obligations of the Partnership.  The
  Limited Partner and Special 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.
  
                                         22
  ARTICLE VIII
  
                            WORKING CAPITAL AND RESERVES
  
           Section  8.1  Replacement   Reserve  Account.   The  Partnership  shall
  establish and maintain a Replacement  Reserve  Account in the minimum  amount of
  $73,500.  The  Replacement  Reserve  Account  shall be interest  bearing and all
  interest  shall remain in said account until the maturity of the Mortgage  Note.
  The Partnership  may open the  Replacement  Reserve Account with an initial lump
  sum  contribution  and/or  make  monthly   contributions   commencing  upon  the
  Completion Date in the minimum amount of $875 per month until the minimum amount
  is reached.  Thereafter,  the Partnership  shall not be required to continue the
  monthly  deposits as long as the minimum  balance is maintained.  If the balance
  falls  below the  minimum  balance  then the  Partnership  shall  replenish  the
  Replacement  Reserve Account to the minimum amount. Any balance remaining in the
  Replacement  Reserve  Account  upon  maturity  of the  Mortgage  Note  shall  be
  distributed equally between the General Partner and Limited Partner.
  
           Section  8.2  Lease-up  Reserves.  A Lease-Up  Reserve in the amount of
  $41,062 shall be established at Permanent Mortgage Commencement. If any Lease-Up
  Reserve is expended the  Partnership  must  replenish the account to the minimum
  amount of $41,062.  When the  Project  obtains  95%  occupancy  the funds in the
  Lease-Up Reserve shall be transferred to the Operating Deficit Reserve.
  
           Section 8.3 Operating  Deficit Reserve.  The Operating  Deficit Reserve
  shall  be used  for  operating  expenses  and  debt  service  if and only if the
  Operating  Deficit  Guarantee Period has expired and the net operating income of
  the  Project  falls  below  $5,932.  If any of the  Reserves  are  expended  the
  Partnership  shall  replenish the account to the minimum amount of $41,062.  The
  Partnership may replenish this account by making a lump sum contribution or make
  monthly  contributions  equal to 1/6th of the amount  expended until the minimum
  amount is reached.
  
           Section 8.4 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.
  
                                         23
  ARTICLE IX
  
                               MANAGEMENT AND CONTROL
  
           Section  9.1 Power and  Authority  of General  Partner.  Subject to the
  receipt of Consent of the Special  Limited Partner or the 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.  If there is
  more than one General  Partner,  all acts,  decisions or consents of the General
  Partners  shall  require  the  concurrence  of all of the General  Partners.  No
  actions taken without the  authorization  of all the General  Partners  shall be
  deemed valid actions taken by the General  Partners  pursuant to this Agreement.
  No Limited  Partner or Special  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  $267,400.  The  Development  Fee shall  first be paid from  available
  proceeds in accordance  with Section 9.2(b) of this Agreement and if not paid in
  full then the  Development  Fee will be paid in accordance  with the Development
  Fee Agreement.
  
           (b) Notwithstanding the preceding, the Partnership shall retain the sum
  of $1,347,144  from the Capital  Contributions  paid pursuant to Sections 7.2(b)
  and  7.5 of  this  Agreement  to be  used  for  supplemental  development  costs
  including,  but not  limited  to, land  costs,  architectural  fees,  survey and
  engineering  costs,  financing costs,  loan fees,  Replacement  Reserve Account,
  Lease-Up Reserve, 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.
  
                                         24
  (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,  and the  execution  or  renewal  of any  Management
  Agreement shall be subject to the prior Consent of the Special Limited  Partner.
  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 dismiss the Management  Agent at
  the  request  of the  Special  Limited  Partner,  subject  to the  terms  of any
  agreement with the Management Agent.
  
                    (2) The  appointment  of any  successor  Management  Agent  is
  subject to the Consent of the Special  Limited  Partner which may only be sought
  after the  General  Partner  has,  to the best of its  knowledge,  provided  the
  Special  Limited  Partner  accurate  and  complete  information  respecting  the
  proposed Management Agent.
  
           (d)  The  Partnership  shall  pay to the  Limited  Partner  a fee  (the
  "Reporting  Fee")  commencing  in  1998  equal  to  30% of the  Cash  Flow  From
  Operations but in no event less than $1,200 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 $1,200,  the unpaid portion  thereof shall accrue 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
  
                                         25
  following each calendar year and shall be payable from Cash Flow From Operations
  in the  manner  and  priority  set  forth  in  Section  11.1.  If the  Incentive
  Management  Fee is not paid in any year it  shall  not  accrue  for  payment  in
  subsequent years.
  
           Section 9.3 Specific Powers of the General Partner.
  
           Subject to the other provisions of this Agreement,  the General Partner
  shall have the following powers:
  
           (a) In the  Partnership's  name and on its behalf,  the General Partner
  may hold,  sell,  transfer,  lease or otherwise deal with any real,  personal or
  mixed property,  interest therein or appurtenance thereto in accordance with the
  purpose of this Agreement as indicated in Article IV hereto;
  
           (b) In the  Partnership's  name and on its behalf,  the General Partner
  may employ,  contract and otherwise deal with, from time to time,  Persons whose
  services  are  necessary  or  appropriate  in  connection  with  management  and
  operation  of  the  Partnership   business,   including,   without   limitation,
  contractors,  agents, brokers,  Accountants and Management Agents (provided that
  the selection of any Accountant or Management  Agent has received the Consent of
  the Special 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;
  
                                         26
  (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 use its best  efforts to  operate  the
  Project and shall use its best efforts to cause the  Management  Agent to manage
  the Project in such a manner that the Project  will be eligible to receive a Tax
  Credit 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  Special  Limited  Partner  under  Section  42 of the Code to  allow  the
  Partnership  or its  Partners  to claim the Tax  Credit,  to file Form 8609 with
  respect to the Project as required,  for at least the duration of the Compliance
  Period to  operate  the  Project  and cause the  Management  Agent to manage the
  Project so as to comply  with the  requirements  of  Section 42 of the Code,  as
  amended, or any successor thereto,  including, but not limited to, Section 42(g)
  and Section 42(i)(3) of the Code, as amended, or any successors thereto, to make
  all  certifications  required by Section 42(l) of the Code,  as amended,  or any
  successor thereto,  and to operate the Project and cause the Management Agent to
  manage the Project so as to comply with all other Tax Credit Conditions.
  
       Section 9.4  Authority  Requirements.  During the  Compliance  Period,  the
  following provisions shall apply:
  
           (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.
  
                                         27
  Section  9.5  Limitations  on General  Partner's  Power and  Authority.
  Notwithstanding  the  provisions  of this Article IX, the General  Partner shall
  not:
  
       (a)  Except as  required  by  Section  9.4,  act in  contravention  of this
  Agreement;
  
       (b) Act in any  manner  which  would  make it  impossible  to  carry on the
  ordinary business of the Partnership;
  
       (c) Confess a judgment against the Partnership;
  
       (d) Possess Partnership property, or assign the Partner's right in specific
  Partnership property, for other than the exclusive benefit of the Partnership;
  
       (e)  Admit a  Person  as a  General  Partner  except  as  provided  in this
  Agreement;
  
       (f)  Admit a  Person  as a  Limited  Partner  except  as  provided  in this
  Agreement;
  
       (g) Violate any provision of the Mortgage Loan or Mortgage Note;
  
       (h) Cause the  Project  apartment  units to be rented to anyone  other than
  Qualified Tenants;
  
       (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  Special  Limited
  Partner or the consent of the  Limited  Partner  unless the General  Partner has
  received the Consent of the Special Limited Partner.
  
           Section 9.6  Restrictions  on  Authority  of General  Partner.  Without
  consent of the Special Limited Partner the General Partner shall not:
  
       (a) Sell, exchange, lease or otherwise dispose of the Project;
  
                                         28
  (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) Engage in any transaction not expressly  contemplated by this Agreement
  in which the  General  Partner has an actual or  potential  conflict of interest
  with the Limited Partner or the Special Limited Partner;
  
       (d) Contract  away the fiduciary  duty owed to the Limited  Partner and the
  Special Limited Partner at common law;
  
       (e) 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;
  
       (f) 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 approved by the Special Limited  Partner,  as provided in Section 14.3(i)
  hereof;
  
       (g) Cause the merger or other reorganization of the Partnership; or
  
       (h) Dissolve the Partnership.
  
       Section 9.7 Duties of 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
  
                                         29
  for the Project to  initially  qualify,  and to  continue  to  qualify,  for Tax
  Credits; (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 Tax Credits from the Agency;
  
       (f) Use its best efforts to keep the Project and Project dwelling units, in
  decent,  safe, sanitary and good condition,  repair and working order,  ordinary
  use and  obsolescence  excepted,  and make or cause to be made from time to time
  all necessary repairs thereto  (including  external and structural  repairs) and
  renewals and replacements thereof;
  
       (g) Pay,  before  the same shall  become  delinquent  and before  penalties
  accrue thereon all Partnership taxes, assessments and other governmental charges
  against the  Partnership or its  properties,  and all of its other  liabilities,
  except to the extent and so long as the same are being  contested  in good faith
  by appropriate  proceedings in such manners as not to cause any material adverse
  effect  on  the  Partnership's   property,   financial   condition  or  business
  operations, with adequate reserves provided for such payments;
  
       (h) Permit,  and cause the Management Agent to permit,  the Special 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,  Tax  Credit  compliance  data and  plans  and
  specifications  and deliver copies thereof and such reports as may reasonably be
  required by the Special Limited  Partner.  The General Partner shall provide the
  Special 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 Apartment  Complex,  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;
  
                                         30
  (k)  Establish  and maintain all reserves  required to be  established  and
  maintained under the terms of this Agreement;
  
       (l)  Materially  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 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 only 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, such as expenses for advertising and promotion,  management,
  utilities,  repair and maintenance,  Insurance,  Partner communications,  legal,
  accounting, statistical and bookkeeping services, use of computing or accounting
  equipment,  travel and  telephone  expenses,  salaries  and direct  expenses  of
  Partnership  employees  while  engaged in  Partnership  business,  and any other
  operational and  administrative  expenses necessary for the prudent operation of
  the Partnership.  Without  limiting the generality of the foregoing,  "operating
  cash expenses" shall include fees paid by the Partnership to the General Partner
  or any  Affiliate of the General  Partner  permitted by this  Agreement  and the
  actual cost of goods,  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)
  
                                         31
  salaries,  fringe  benefits,  travel  expenses  and other  administrative  items
  incurred or allocated to any "controlling  person" of the General Partner or any
  Affiliate of the General  Partner.  For the purposes of this Section  9.8(b)(2),
  "controlling  person"  includes,  but is not  limited  to, any  Person,  however
  titled,  who performs  functions for the General Partner or any Affiliate of the
  General  Partner  similar  to those of: (i)  chairman  or member of the board of
  directors;  (ii)  executive  management,  such as president,  vice  president or
  senior  vice  president,   corporate   secretary  or  treasurer;   (iii)  senior
  management,  such as the vice  president  of an  operating  division who reports
  directly  to  executive  management;  or (iv) those  holding  5% or more  equity
  interest in such General Partner or any such Affiliate of the General Partner or
  a person  having  the power to direct or cause  the  direction  of such  General
  Partner or any such  Affiliate  of the  General  Partner,  whether  through  the
  ownership of voting securities, by contract or otherwise.
  
           Section 9.9 General Partner Expenses. The General Partner or Affiliates
  of the  General  Partner  shall  pay  all  Partnership  expenses  which  are not
  permitted to be  reimbursed  pursuant to Section 9.8 and all expenses  which are
  unrelated to the business of the Partnership.
  
           Section  9.10  Other  Business  of  Partners.  Any  Partner  may engage
  independently or with others in other business  ventures wholly unrelated to the
  Partnership  business  of  every  nature  and  description,  including,  without
  limitation, the acquisition, development, construction, operation and management
  of real estate projects and developments of every type on their own behalf or on
  behalf of other  partnerships,  joint  ventures,  corporations or other business
  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   except  if   prohibited   under  a
  non-competition  agreement.  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
  and,  except  as  otherwise  provided,  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 and the Special Limited Partner.
  
                                         32
  (b) The Partnership Agreement and the Project Documents (as of the date
  hereof) 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 the plans
  and  specifications of the Project that have been or shall be hereafter approved
  by Regions Bank and Alabama Housing Finance Authority ("HOME"), if required, and
  all applicable  governmental  entities,  as such plans and specifications may be
  changed from time to time with the approval of Regions Bank and Alabama  Housing
  Finance Authority  ("HOME") 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,  except
  the General Partner has limited  recourse for  environmental  cleanup,  fraud or
  misrepresentation,  or misapplication of insurance proceeds, condemnation awards
  or rents.
  
           (g) The Partnership is in substantial  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 throughout the term of the Partnership (subject to usual interruptions).
  
           (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.
  
                                         33
  (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  and the
  Special 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,  except in compliance with law, 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 must promptly  notify the Limited Partner and
  the Special  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) 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) The Partnership  will, to the extent permitted by law,  allocate to
  the Limited Partner the Projected Annual Tax Credits.
  
           (p) 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
  
                                         34
  to  commence  in  accordance  the Code,  the  Project  will  satisfy the Minimum
  Set-Aside Test.
  
           (r) All accounts of the Partnership required to be maintained under the
  terms of the Project Documents,  including,  without limitation, any reserves in
  accordance with Article VIII hereof,  as of the required time shall be funded to
  required levels, including levels required by any authority.
  
           (s) Except as  required or  permitted  by this  Agreement,  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.
  
           (t) As of the date hereof,  no event has occurred  which  constitutes a
  material default under any of the Project Documents.
  
           (u) 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) as
  of  the  date  hereof,   the  Limited  Partner  to  be  liable  for  Partnership
  obligations,  provided however,  that 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,  that 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.
  
           (v) As of the date hereof, no event or proceeding,  including,  but not
  limited  to, any legal  actions  or  proceedings  before any court,  commission,
  administrative   body  or  other  governmental   authority,   and  acts  of  any
  governmental  authority  having  jurisdiction  over the  zoning or land use laws
  applicable to the Project,  has occurred the continuing effect of which has: (1)
  materially  or  adversely  affected  the  operation  of the  Partnership  or the
  Project; (2) materially or 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 that 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.
  
                                         35
  (w) As of the date  hereof,  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 the Special Limited Partner and
  which in the aggregate  affect the ability of the Limited  Partner to obtain the
  anticipated benefits of its investment in the Partnership.
  
           The  General  Partner  shall be liable to the  Limited  Partner for any
  costs,  damages,  loss of profits,  diminution in the value of its investment in
  the Partnership, 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. Notwithstanding the foregoing, the General Partner shall not be liable for
  any exemplary,  punitive or consequential damages. The General Partner shall not
  have any liability  whatsoever  under this provision if the Limited  Partner has
  exercised any right to require the General Partner to repurchase the interest of
  the Limited Partner in the Partnership. It is the intention of the Partners that
  no Partner hereto shall be entitled to more than one remedy.  By way of example,
  any  effective  operation  of Section 7.4 of this  Agreement  which  occurs as a
  proximate  result of breach of any other  representation,  warranty  or covenant
  contained in this Agreement  shall moot any other remedy of the General  Partner
  contained herein.
  
           Section  9.12 Option to Acquire.  After  expiration  of the  Compliance
  Period but not more often than every two (2) years, the General Partner may give
  notice (the "GP Notice") to the Limited  Partner that it desires to purchase the
  entire  Interest of each of the Limited  Partner and the Special Limited Partner
  in the Partnership.  Upon receipt by the Limited Partner and the Special Limited
  Partner, the following events shall occur:
  
           (a) The  purchase  price  of the  Interests  shall be  determined.  The
  purchase  price  shall be the  greater of (i) the  aggregate  of the Fair Market
  Value of the  Interest of the Limited  Partner and the Fair Market  Value of the
  Interest  of  the  Special  Limited  Partner  (taking  into   consideration  the
  Distribution  on Sale  provisions)  or (ii)  the  "Tax  Amount"  as  hereinafter
  defined. Notwithstanding the preceding, the purchase price shall be no less than
  the principal amount of all outstanding indebtedness secured by the Project.
  
           (b) The Limited Partner and the Special Limited Partner shall negotiate
  with the General Partner for a period of 30 days after the GP Notice is received
  to agree upon the Fair Market Value of their respective Interests.  In the event
  an agreement is not reached within such 30-day period,  then the General Partner
  or the Special  Limited Partner may request that Fair Market Value be determined
  in accordance with the process set forth below by sending notice (the "Appraisal
  Notice")  of same to the other  party  within 15 days of the  expiration  of the
  30-day  period.  If an Appraisal  Notice is not sent by either party within such
  
                                         36
  15-day period, then the General Partner's option shall expire.
  
           (c) If the respective Fair Market Value of the Interests of the Limited
  Partner and the Special  Limited  Partner are not agreed upon as provided  above
  and either the General  Partner or the  Special  Limited  Partner  issues to the
  other Person an Appraisal  Notice,  then the Fair Market Value of such Interests
  shall be  determined by an  appraisal.  The  appraisal  shall be conducted by an
  independent  appraiser  satisfactory  to the  General  Partner  and the  Special
  Limited Partner or, in the event that a single  independent  appraiser cannot be
  agreed upon  within 30 days  following  the date of the  Appraisal  Notice,  the
  General Partner and the Special Limited Partner shall each select an independent
  appraiser  and the  appraisers  so  selected  shall  select a third  independent
  appraiser.  All  appraisers so designated  shall be  experienced  in accounting,
  business or real estate  appraisal.  The appraiser or appraisers shall determine
  the Fair Market  Value of the  Interest  of each of the Limited  Partner and the
  Special Limited Partner. The decision of the appraisers (if more than one) shall
  be made by the majority of such  appraisers.  The appraiser or appraisers  shall
  render a written report  setting forth the Fair Market Value of such  Interests,
  which decision shall be rendered as  expeditiously  as possible by the appraiser
  or appraisers  and which  decision  shall be final and binding upon the parties.
  Except as provided  below,  the reasonable fees and expenses of the appraiser or
  appraisers  shall be paid  one-half by the General  Partner and  one-half by the
  Limited Partner.
  
           (d)      The "Tax Amount" shall mean the dollar amount computed in the
  following fashion:
  
                    (i) The Limited  Partner and the Special Limited Partner shall
  be  deemed  to have  gain in an amount  equal to the  difference  between  their
  respective basis in the Project and an amount equal to the total  forgiveness of
  debt which  would be realized  by the  Limited  Partner and the Special  Limited
  Partner  computed as if the Limited  Partner  and the  Special  Limited  Partner
  abandoned their  Interests in the Partnership on the date of the GP Notice.  The
  Tax  Amount  shall  equal the deemed  gain as  computed  above by a tax  rate(s)
  applied to such gain. The tax rate shall be the highest  individual  rate stated
  in the Code applicable to the type of income (and if there is more than one rate
  applicable because of more than one type of income, the different rates shall be
  applied to the appropriate  portions of such income).  The Limited Partner shall
  cooperate to expeditiously determine the Tax Amount.
  
           (e) Following  determination of the purchase price, the General Partner
  shall have 30 days  thereafter  to  determine  whether the General  Partner will
  purchase the Interests of the Limited Partner and the Special Limited Partner at
  the purchase price so determined.  The General Partner shall exercise such right
  by written notice to the Limited  Partner and the Special Limited Partner within
  
                                         37
  such 30-day period,  and if such right is not so exercised,  the General Partner
  shall bear all expenses associated with the appraisal.
  
           (f) If the General Partner determines to proceed with the purchase, the
  purchase price shall be paid in cash, within 90 days following the giving of the
  notice required by Section  9.12(e) and, in addition,  interest shall be paid on
  the  purchase  price from the date of the GP Notice,  payable  with the purchase
  price, and calculated at the rate of interest set forth in Section 6.3 hereof.
           Section  9.13  Limitation  of General  Partner  Liability.  The General
  Partner will satisfy any judgment, decree, decision or settlement arising out of
  a  Partnership  Liability  as  follows:  (i) first,  out of  insurance  proceeds
  available  therefor;  (ii) next out of Partnership  income or profit;  and (iii)
  finally,  and only if the General Partner is personally liable therefor,  out of
  the  separate  income or property of the General  Partner.  The General  Partner
  shall have no liability  whatsoever to the Limited Partner,  the Special Limited
  Partner or the  Partnership  for any act or  omission  taken or not taken at the
  written direction of the Special Limited Partner or the Limited Partner,  as the
  case may be.  Nothing in this  Agreement  is  intended  to require  the  General
  Partner to expend its own funds with respect to any action or  liability  except
  as otherwise  expressly  provided herein. The General Partner is not required to
  take any  action,  or refrain  from taking any  action,  if the General  Partner
  reasonably believes that the action or inaction, as the case may be, will result
  in any  liability  to the  General  Partner,  constitute  a breach  of any other
  agreement of the Partnership  with any  unaffiliated  third party or violate any
  law. The General Partner shall have no liability whatsoever under this Agreement
  with  respect  to the  recapture  of any  Tax  Credits  if  such  recapture  was
  principally  caused by an act of the  Limited  Partner  or the  Special  Limited
  Partner.
  
           Section 9.14  Representation  and Warranties of the Limited Partner and
  the Special Limited Partner. The Limited Partner and the Special Limited Partner
  covenant,  represent  and warrant that the  following  are  presently  true and,
  except as otherwise provided, will be true during the term of this Agreement, to
  the extent applicable.
  
           (a) Each of the Limited Partner and the Special Limited Partner is a 
  limited  partnership duly organized and in good standing under the jurisdiction
  in which it was organized;
  
           (b) The execution of the  Partnership  Agreement has been authorized by
  all  necessary  corporate  and  partnership  action  on the  part of each of the
  Limited  Partner,  the Special Limited Partner and the general  partners of each
  and the  Partnership  Agreement  has been duly executed and delivered by each of
  the Limited  Partner  and the Special  Limited  Partner  and is  enforceable  in
  accordance  with its  terms  against  each of them and  neither  is in breach or
  violation of any of the provisions hereof.
  
                                         38
  (c)  Neither the Limited  Partner nor the Special  Limited  Partner has
  pending,  nor to the  best  knowledge  of  each of  them,  has  threatened,  any
  litigation or other proceeding before any court,  regulatory  authority or other
  tribunal which challenges the validity of the transactions  contemplated by this
  Agreement or which, if adversely determined,  would impair the ability of either
  of them to perform their respective obligations under this Agreement.
  
           (d) The execution,  delivery and  performance of this Agreement by each
  of the Limited  Partner and the Special  Limited  Partner shall not constitute a
  breach or violation of any  agreement,  order or  instrument  by which either of
  them or their  respective  properties are bound and each of the Limited  Partner
  and the Special Limited Partner has received all necessary  regulatory approvals
  for the execution, delivery and performance of this Agreement and the execution,
  delivery and  performance of this Agreement  shall not constitute a violation of
  any applicable law, statue, regulation or order.
  
           (e)  The  investment  in  the  limited  partnership  interests  of  the
  Partnership is suitable for the Limited  Partner and the Special Limited Partner
  and the investment by each of them in the limited partnership interests does not
  exceed twenty percent (20%) of their respective net worth.
  
           (f) Each of  Limited  Partner  and  Special  Limited  Partner  has such
  knowledge and  experience  in  financial,  business and tax matters that each of
  Limited  Partner and Special Limited Partner is capable of evaluating the merits
  and risks of an investment in the Partnership.
  
           (g)  Each of  Limited  Partner  and  Special  Limited  Partner  (i) has
  adequate means of providing for its current needs and contingencies, (ii) has no
  need  for  liquidity  in this  investment,  (iii)  has the  ability  to bear the
  economic  risk of this  investment,  and (iv) can afford a complete  loss of the
  purchase price of this investment.
  
           (h) Each of Limited  Partner and Special  Limited Partner is purchasing
  the limited partnership unit for investment,  for its own account and not with a
  view to resale or in connection with the distribution  thereof.  Each of Limited
  Partner  and  Special  Limited  Partner  is aware that the  limited  partnership
  interest  may not be  transferred  for a period  of 15 years  without  incurring
  substantial adverse federal income tax effects,  subject to certain very limited
  exceptions.
  
           (i) Each of Limited  Partner  and Special  Limited  Partner is familiar
  with the nature of, and risks  attending,  investments in securities of the type
  represented  by the limited  partnership  interest and has  determined  that the
  purchase of the limited  partnership  interest is consistent with its investment
  and community development objectives.
  
                                         39
  (j) Each of  Limited  Partner  and  Special  Limited  Partner  has been
  advised and understands that an investment in the limited  partnership  interest
  involves a high degree of risk.
  
           (k) Each of Limited Partner and Special  Limited Partner  confirms that
  all documents,  records and books pertaining to the Partnership, the Project and
  the investment have been made available to them and each also confirms that they
  have been given an opportunity to make further  inquiries of the General Partner
  and its  representatives  with respect to the  Partnership,  the Project and the
  General  Partner  and/or the  investment  to the extent  they  desired to do so.
  Limited  Partner and Special  Limited  Partner  acknowledge  that they have been
  encouraged to retain their own tax,  legal,  accounting  and financial  advisors
  with  respect to this  investment  and that  counsel  for  General  Partner  and
  Partnership does not represent them.
  
           (l) Each of Limited  Partner and Special  Limited Partner is aware that
  the limited partnership  interests have not been, and there are no present plans
  for  it to be,  registered  under  the  Act or any  state  securities  law,  and
  accordingly, that the limited partnership interests must be held indefinitely by
  them  unless  they  are  registered  under  the  Act and  any  applicable  state
  securities law, or unless, in the opinion of counsel satisfactory to counsel for
  General Partner, a sale or transfer may be made without such registration.
  
                                      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 98.99% to the Limited Partner, .01% to the Special Limited Partner and
  1% to the General Partner.
  
           Section  10.2  Allocations  From Sale or  Refinancing.  All  Income and
  Losses  arising  from a Sale or  Refinancing  shall  be  allocated  between  the
  Partners as follows:
  
           (a)      As to Income:
  
                    (1) First, an amount of Income equal to the aggregate negative
  balances  (if any) in the  Capital  Accounts  of all  Partners  having  negative
  Capital  Accounts  (prior to taking into account the Sale or Refinancing and the
  Distribution  of the related  Sale or  Refinancing  Proceeds,  but after  giving
  effect to  Distributions  of Cash Flow From  Operations and allocations of other
  Income  and  Losses  pursuant  to this  Article  X up to the date of the Sale or
  Refinancing) shall be allocated to such Partners in proportion to their negative
  Capital  Account  balances  until  all such  Capital  Accounts  shall  have zero
  balances; and
  
                                         40
  (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 Special Limited  Partner's  positive Capital Account balance
  to an  amount  equal to its  Capital  Contribution,  shall be  allocated  to the
  Limited Partner and the Special Limited Partner, respectively;
  
                    (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  98.99%
  to the Limited Partner,  .01% to the Special 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 or the
  Special Limited  Partner if and to the extent that such allocation  would create
  or increase an Adjusted  Capital  Account Deficit for the Limited Partner or the
  Special  Limited  Partner.  In the event an allocation of 98.99% or .01% 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 or the Special Limited Partner,  respectively,  then so much
  of the items of deduction other than projected  depreciation  shall be allocated
  to the General  Partner  instead of the Limited  Partner or the Special  Limited
  Partner as is  necessary  to allow the Limited  Partner or the  Special  Limited
  Partner to be allocated  98.99% and .01%,  respectively,  of the items of Income
  and Project  depreciation  without  creating or increasing  an Adjusted  Capital
  Account Deficit for the Limited Partner or the Special Limited Partner, it being
  the intent of the  parties  that the Limited  Partner  and the  Special  Limited
  Partner always shall be allocated 98.99% and .01%, respectively, of the items of
  Income not arising from a Sale or Refinancing and 98.99% and .01%, respectively,
  of the Project depreciation.
  
                                         41
  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
  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
  
                                         42
  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 98.99% to the Limited Partner, .01% to the Special Limited Partner and
  1% to the General Partner.
  
           (f) Any  Partner  Nonrecourse  Deductions  for any fiscal year shall be
  specially  allocated  to the  Partner who bears the  economic  risk of loss with
  respect  to the  Partner  Nonrecourse  Debt to which  such  Partner  Nonrecourse
  Deductions are  attributable  in accordance  with Treasury  Regulations  Section
  1.704-2(i)(1).
  
           (g) To the  extent  an  adjustment  to the  adjusted  tax  basis of any
  Partnership  asset  pursuant to Code Section  734(b) or Code  Section  743(b) is
  required,  pursuant to Treasury Regulations Section  1.704-1(b)(2)(iv)(m)(2)  or
  Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital
  Accounts as the result of a distribution to a Partner in complete liquidation of
  his interest in the  Partnership,  the amount of such  adjustment to the Capital
  Accounts  shall be treated as an item of gain (if the  adjustment  increases the
  basis of the asset) or loss (if the  adjustment  decreases  such basis) and such
  gain or loss shall be specially  allocated to the  Partners in  accordance  with
  their  interests  in the  Partnership  in the event  that  Treasury  Regulations
  Section  1.704-1  (b)(2)(iv)(m)(2)  applies,  or to the  Partner  to  whom  such
  distribution   was  made  in  the  event  that  Treasury   Regulations   Section
  1.704-1(b)(2)(iv)(m)(4) applies.
  
           (h) To the extent the  Partnership  has  taxable  interest  income with
  respect to any  promissory  note pursuant to Section 483 or Section 1271 through
  1288 of the Code:
  
                    (1) Such interest  income shall be specially  allocated to the
  Limited Partner to whom such promissory note relates; and
  
                    (2) The amount of such interest  income shall be excluded from
  the  Capital  Contributions  credited  to  such  Partner's  Capital  Account  in
  connection with payments of principal with respect to such promissory note.
  
                                         43
  (i) In the event the  adjusted tax basis of any  investment  tax credit
  property  that has been  placed  in  service  by the  Partnership  is  increased
  pursuant to Code Section 50(c), such increase shall be specially allocated among
  the  Partners  (as an  item  in the  nature  of  income  or  gain)  in the  same
  proportions as the investment tax credit that is recaptured with respect to such
  property is shared among the Partners.
  
           (j) Any  reduction in the  adjusted tax basis (or cost) of  Partnership
  investment tax credit property pursuant to Code Section 50(c) shall be specially
  allocated among the Partners (as an item in the nature of expenses or losses) in
  the same  proportions  as the  basis  (or cost) of such  property  is  allocated
  pursuant to Treasury Regulations Section 1.46-3(f)(2)(i).
  
           (k) Any  income,  gain,  loss or  deduction  realized  as a  direct  or
  indirect  result  of the  issuance  of an  interest  in the  Partnership  by the
  Partnership  to a Partner (the  "Issuance  Items") shall be allocated  among the
  Partners so that, to the extent possible, the net amount of such Issuance Items,
  together with all other allocations under this Agreement to each Partner,  shall
  be equal to the net amount that would have been  allocated  to each such Partner
  if the Issuance Items had not been realized.
  
           (l)  If any  Partnership  expenditure  treated  as a  deduction  on its
  federal  income  tax  return is  disallowed  as a  deduction  and  treated  as a
  distribution  pursuant to Section  731(a) of the Code,  there shall be a special
  allocation  of  gross  income  to the  Partner  deemed  to  have  received  such
  distribution equal to the amount of such distribution.
  
           (m) The  allocation  to the General  Partner of each  material  item of
  Partnership income,  loss,  deduction or credit will not be less than 1% of each
  such item at all times during the existence of the Partnership.
  
           (n) Interest  deduction  on  the  Partnership  indebtedness  referred 
  to in  Section  6.3  shall  be allocated 100% to the General Partner.
  
           Section  10.4  Curative  Allocations.  The  allocations  set  forth  in
  Sections 10.2(c),  10.3(a),  10.3(b),  10.3(c),  10.3(d),  10.3(e), 10.3(f), and
  10.3(g)  hereof  (the  "Regulatory  Allocations")  are  intended  to comply with
  certain  requirements  of the  Treasury  Regulations.  It is the  intent  of the
  Partners  that, to the extent  possible,  all  Regulatory  Allocations  shall be
  offset either with other Regulatory  Allocations or with special  allocations of
  other items of Partnership  income,  gain,  loss, or deduction  pursuant to this
  Section 10.4.  Therefore,  notwithstanding any other provision of this Article X
  (other than the Regulatory Allocations), with the Consent of the Special Limited
  
                                         44
  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 Special 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 98.99% to the Limited Partner, .01% to the Special Limited Partner and
  1% to the General Partner.
  
           (b) In the event Partnership investment tax credit property is disposed
  of during any taxable  year,  profits for such taxable year (and,  to the extent
  such  profits are  insufficient,  profits for  subsequent  taxable  years) in an
  amount  equal to the excess,  if any, of (1) the  reduction  in the adjusted tax
  basis (or cost) of such property  pursuant to Code Section  50(c),  over (2) any
  increase in the  adjusted  tax basis of such  property  pursuant to Code Section
  50(c) caused by the  disposition  of such  property,  shall be excluded from the
  profits allocated  pursuant to Section 10.1 and Section 10.2(a) hereof and shall
  instead be allocated among the Partners in proportion to their respective shares
  of such excess,  determined  pursuant to Section 10.3(i) and 10.3(j) hereof.  In
  the event more than one item of such property is disposed of by the Partnership,
  the foregoing  sentence shall apply to such items in the order in which they are
  disposed of by the  Partnership,  so the profits  equal to the entire  amount of
  such  excess  with  respect  to the first  such  property  disposed  of shall be
  allocated  prior to any  allocations  with  respect to the second such  property
  disposed of, and so forth.
  
           (c) For purposes of determining the Income,  Losses, or any other items
  allocable  to any  period,  Income,  Losses,  and any such other  items shall be
  determined  on a daily,  monthly,  or other basis,  as determined by the General
  Partner with the Consent of the Special 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
  
                                         45
  Treasury   Regulations  Section   1.752-3(a)(3),   the  Partners'  interests  in
  Partnership  profits are as follows:  Limited Partner:  98.89%;  Special Limited
  Partner: .01%; 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 with the Consent of the Special  Limited Partner in
  any manner that reasonably reflects the purpose and intention of this Agreement.
  Allocations  pursuant to this  Section  10.6 are solely for purposes of federal,
  state, and local taxes and shall not affect, or in any way be taken into account
  in computing,  any Person's  Capital Account or share of Income,  Losses,  other
  items, or distributions pursuant to any provision of this Agreement.
  
           Section 10.7 Allocation Among Limited  Partners.  In the event that the
  Interest of the Limited  Partner  hereunder is at any time held by more than one
  Limited  Partner  all items  which are  specifically  allocated  to the  Limited
  Partner for any month pursuant to this Article X shall be apportioned among such
  Persons according to the ratio of their respective  profit-sharing  interests in
  the Partnership at the last day of such month.
  
           Section 10.8 Allocation Among General  Partners.  In the event that the
  Interest of the General  Partner  hereunder is at any time held by more than one
  General  Partner  all items  which are  specifically  allocated  to the  General
  Partner for any month pursuant to this Article X shall be apportioned among such
  
                                         46
  Persons in such  percentages as may from time to time be determined by agreement
  among them without amendment to this Agreement or consent of the Limited Partner
  or Consent of the Special Limited Partner.
  
           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,  but only
  with  the  Consent  of  the  Special  Limited  Partner,  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,  but only with the  Consent of the  Special  Limited
  Partner, 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;
  
       (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 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 (c) of this
  Section 11.1;
  
       (e) 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 (d) of this Section 11.1; and
  
       (f) To the Limited  Partner in an amount equal to 15% of the remaining Cash
  Flow From Operations and to the General Partner in an amount equal to 85% of the
  remaining Cash Flow From Operations.
  
                                         47
  (g)  Notwithstanding  the above  provisions of this Section 11.1, Cash Flow
  From  Operations  greater  than the  Excess  Cash Flow  shall be paid to AHFA in
  accordance with the Mortgage Note.
  
       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 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 Special 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  Special  Limited  Partner  in an  amount  equal to its  Capital
  Contribution;
  
       (f) To the General Partner in an amount equal to its Capital  Contribution;
  and
  
       (g) 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 and Special  Limited  Partner  shall not have the right to assign all or
  any part of their  respective  Interests in the Partnership 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
  
                                         48
  the terms and provisions of this Agreement, and providing for the payment of all
  reasonable  expenses  incurred  by  the  Partnership  in  connection  with  such
  assignment,  including  but not limited to the cost of preparing  any  necessary
  amendment to this Agreement;
  
       (b) Upon consent of the General Partner to such assignment, which shall not
  be unreasonably withheld; and
  
       (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 AND THE SPECIAL 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 or Special 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 or Special  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 or Special Limited
  Partner.
  
           (a) An Assignee shall not have the right to become a Substitute Limited
  Partner or substitute  Special  Limited  Partner in place of his assignor unless
  the written consent of the General Partner to such substitution  shall have been
  
                                         49
  obtained,  which consent, in the General Partner's absolute  discretion,  may be
  withheld.
  
           (b) A nonadmitted transferee of a Limited Partner's Interest or Special
  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
  or Special 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  or
  substitute Special Limited Partner as a Substitute Limited Partner or substitute
  Special  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 or Special Limited
  Partner, such Partner's executors, administrators or legal representatives shall
  have all the rights of a Limited Partner or Special Limited Partner, as the case
  may be, 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 or substitute Special Limited Partners in the
  place of their  respective  predecessors-in-interest  unless the General Partner
  shall so consent.
  
                                    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 Special Limited Partner, and,
  to the  extent  required,  of  Regions  Bank and AHFA and the State  Tax  Credit
  Agency.  Withdrawal  shall be  conditioned  upon the  agreement  of the  Special
  
                                         50
  Limited Partner to be admitted as a successor General Partner, or if the Special
  Limited Partner  declines to be admitted as a successor  General Partner then on
  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).
  
           Section 13.2 Removal of General Partner.
  
           (a)      The Special  Limited  Partner or the  Limited  Partner,  or
  both of them,  may remove the General Partner:
  
                    (1)      For cause if such General Partner has:
  
                             (A)      Been subject to an event of Bankruptcy;
  
                             (B)      Committed any actual fraud, willful 
  misconduct,  or breach of fiduciary duty in the performance of its duties under 
  this Agreement which was materially injurious to the Partnership;
  
                             (C)      Been convicted of, or entered into a plea of
  guilty to, a felony;
  
                             (D)      Knowingly  made personal use of Partnership
  funds or, except as to incidental matters, properties;
  
                             (E)      Violated the terms of the Mortgage  Note, 
  and such  violation  prompts Regions Bank and AHFA 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  Special
  Limited  Partner  prior to any decision, act or omission under circumstances 
  where this Agreement requires that such consent be obtained;
  
                             (H)  Materially  breached  any  representation,  
  warranty or covenant  contained in this Agreement, or materially failed to 
  perform any other action which may be required by this Agreement;
  
                                         51
  (I)      Violated any federal or state tax law which
   causes a 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 fire, 
  flood, earthquake or other act of God or unless such failure is cured  within 
  120 days after the end of the  six-month period.
  
           Notwithstanding  the foregoing,  the General  Partner shall have,  with
  respect  to  each of the  items  of  cause  listed  above,  except  for  Section
  13.2(a)(1)(C),  the right to cure, to the reasonable satisfaction of the Special
  Limited  Partner,  such  condition  within thirty (30) days after notice thereof
  from the Special Limited Partner.
  
                    (2)      As provided in Section 6.2(a) hereof.
  
           (b) Written  notice of the  removal  for cause of the  General  Partner
  shall be served by the Special Limited Partner or the Limited  Partner,  or both
  of them,  upon the General  Partner  either by certified or by registered  mail,
  return receipt  requested,  or by personal service.  Such notice shall set forth
  the reasons for the  removal,  if any, and the date upon which the removal is to
  become effective.
  
           (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
  reasonable 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
  
                                         52
  Partnership  and  the  Withdrawing  General  Partner  or its  Affiliates  may be
  terminated by the Partnership,  with the Consent of the Special Limited Partner,
  upon written notice to the party so terminated.
  
      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.  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  (other
  than an Involuntary  Withdrawal) it will indemnify and hold the Limited  Partner
  and the Special Limited Partner harmless from and against all losses,  costs and
  expenses  incurred  in  connection  with  the  Withdrawal,   including,  without
  limitation,  all reasonable legal fees and other expenses of the Limited Partner
  and the Special Limited Partner in connection with the transaction.
  
           The  following  additional  provisions  shall  apply in the  event of a
  Withdrawal:
  
           (a)  In  the  event  of  a  Withdrawal  which  is  not  an  Involuntary
  Withdrawal,  the  Withdrawing  General  Partner  shall have no further  right to
  receive any 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 (other than 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 Special
  Limited Partner),  or if there is no other general partner of the Partnership at
  that time, to the Special 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
  
                                         53
  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  Section  13.2(a)  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 Special 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 Special Limited Partner,  or, if they cannot
  agree,  by arbitration in accordance with the then current rules of the American
  Arbitration Association.  The cost of such arbitration shall be borne equally by
  the Withdrawing General Partner and the Partnership. The purchase price shall be
  paid  by  the   Partnership  by  delivering  to  the  General   Partner  or  its
  representative the Partnership's  non-interest bearing unsecured promissory note
  payable,  if at all, 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  Section  13.2(a)  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 Special Limited Partner of
  such Withdrawal (the "Withdrawal Notice").  Whether or not the Withdrawal Notice
  shall have been sent as provided herein,  the Special Limited Partner shall have
  the right to become a successor  General  Partner  (and to become the  successor
  managing  General Partner if the Withdrawing  General Partner was previously the
  managing 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 Special  Limited
  Partner  shall have  elected to become a successor  General  Partner as provided
  
                                         54
  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 Special 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 Special  Limited  Partner to the admission of such Person
  as a substitute General Partner, which consent may be withheld in the discretion
  of the Special Limited Partner, shall have been given; and (c) such Person shall
  have executed and acknowledged any other  instruments  which the Special 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 or the Special Limited Partner's Interest in the Partnership.
  
           Section 13.6 Transfer of Interest. Except as otherwise provided herein,
  the General  Partner may not Withdraw  from the  Partnership,  or enter into any
  agreement  as the  result of which any Person  shall  become  interested  in the
  Partnership, without the Consent of the Special 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:
  
                                         55
  (1) a current list of the full name and last known business or
  residence address of each Partner set forth in alphabetical  order together with
  the Capital Contribution and the share in Income and Losses of each Partner;
  
                    (2) a copy of the  Certificate of Limited  Partnership and all
  certificates of amendment  thereto,  together with executed copies of any powers
  of attorney pursuant to which any certificate has been executed;
  
                    (3) copies of the  Partnership's federal, state and local 
  income tax  information  returns and reports, if any, for the six most recent 
  taxable years;
  
                    (4) copies of the original of this Agreement and all 
  amendments thereto;
  
                    (5) financial statements of the Partnership for the six most 
  recent fiscal years; and
  
                    (6) the Partnership's books and records for at least the  
  current and past three fiscal years.
  
           (b) Upon the request of the Limited Partner,  the General Partner shall
  promptly  deliver to the Limited Partner,  at the expense of the Partnership,  a
  copy of the information set forth in Section 14.1(a) above.  The Limited Partner
  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 February 20 of each  calendar  year the  General  Partner  shall
  provide  to the  Limited  Partner  and  the  Special  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 and the Special 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
  
                                         56
  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 be 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 and the Special Limited Partner a report as to the nature of the
  Sale or  Refinancing  and as to the  Income  and  Losses  for tax  purposes  and
  proceeds arising from the Sale or Refinancing.
  
       Section  14.3 Other  Reports.  The  General  Partner  shall  provide to the
  Limited Partner and the Special 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;
  
                                         57
  (e) If the Project receives a reservation of LIHTC in one year but will
  not  complete  the  construction  and rent-up  until a later  year,  the General
  Partner  will  provide to the Limited  Partner by December 31 of the year during
  which the  reservation is received an audited cost  certification  together with
  the  accountant's  work papers  verifying that the  Partnership has expended the
  requisite 10% of the  reasonably  expected cost basis to meet the carryover test
  provisions of Section 42 of the Code;
  
           (f) During the Compliance Period, no later than five (5) days after 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;
  
           (g) A quarterly  report on operations,  in the form attached  hereto as
  Exhibit  "G",  due on or before  April 30 of each year for the first  quarter of
  operations,  July 31 of each year for the second quarter of operations,  October
  31 of each year for the third quarter of operations  and January 31 of each year
  for the fourth quarter of operations which shall include, but is not limited to,
  an  unaudited  income  statement  showing all  activity in the reserve  accounts
  required to be maintained pursuant to Section VIII of this Agreement,  statement
  of income and expenses,  balance sheet, rent roll as of the end of each calendar
  quarter of each year,  and annual third party  verification  of current  utility
  allowance;
  
           (h) By the annual  renewal  date of each and every  year,  an  executed
  original or certified  copy of each and every  Insurance  policy or  certificate
  required by the terms of this Agreement;
  
           (i) On or before March 15th of each calendar year, the General 
  Partner's  updated  financial statement as of December 31 of the previous year;
  
           (j) On or  before  November  1 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.  Such budget
  shall only be adopted with the Consent of the Special Limited Partner; and
  
           (k) Notice of the  occurrence,  or of the likelihood of occurrence,  of
  any event which has had or is likely to have 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.
  
                                         58
  Section 14.4 Late Reports.  If the General Partner does not fulfill its
  obligations  under  Section 14.2 within the time  periods set forth  therein and
  after 10 days  written  notice from the  Special  Limited  Partner,  the General
  Partner, using its own funds, shall pay as damages the sum of $100 per day (plus
  interest  at the rate  established  by  Section  6.3 of this  Agreement)  to the
  Limited Partner until such obligations shall have been fulfilled. If the General
  Partner  does not fulfill its  obligations  under  Section  14.3 within the time
  periods set forth therein,  the General Partner,  using its own funds, shall pay
  as damages the sum of $100.00 per week (plus interest at the rate established by
  Section 6.3 of this  Agreement) to the Limited  Partner  until such  obligations
  shall have been  fulfilled.  Such damages shall be paid forthwith by the General
  Partner,  and  failure  to so pay shall  constitute  a  material  default of the
  General  Partner  hereunder and cause for removal under Section 13.2 hereof.  In
  addition,  if the General  Partner shall so fail to pay, the General Partner and
  its Affiliates shall forthwith cease to be entitled to any fees hereunder (other
  than the Development Fee) and/or to the payment of any Cash Flow From Operations
  or Sale or  Refinancing  Proceeds to which the General  Partner may otherwise be
  entitled  hereunder.  Payments of fees and Distributions  shall be restored only
  upon payment of such damages in full.
  
           Section 14.5 Annual Site Visits. On an annual basis a representative of
  the Limited Partner, at the Limited Partner's expense, will conduct a site visit
  which will include,  in part,  an  inspection  of the property,  a review of the
  office and tenant files and an interview with the property manager.  The Limited
  Partner may, in its sole  discretion,  cancel all or any part of the annual site
  visit.
  
           Section 14.6 Tax Returns.  The General  Partner  shall cause income tax
  returns for the Partnership to be prepared and timely filed with the appropriate
  federal, state and local taxing authorities.
  
           Section 14.7 Fiscal Year. The fiscal year of the  Partnership  shall be
  the  calendar  year or such  other  period as may be  approved  by the  Internal
  Revenue Service for federal income tax purposes.
  
           Section 14.8 Banking.  All funds of the Partnership  shall be deposited
  in a separate  bank  account or accounts as shall be  determined  by the General
  Partner  with the  Consent  of the  Special  Limited  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.
  
                                         59
  (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,  with the  Consent  of the  Special  Limited
  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  Special  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;
  
           (b) The sale of the Project and the receipt in cash of the full amount 
  of the  proceeds  of such sale; or
  
           (c)      The written election to do so of the Limited Partner.
  
           Notwithstanding   the  foregoing,   however,  in  no  event  shall  the
  Partnership  terminate  prior to the expiration of its term if such  termination
  would result in a violation of the Mortgage Note or any other  agreement with or
  rule or regulation of Regions Bank and AHFA 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,  and the Partnership is
  
                                         60
  prohibited  from such a  distribution  of  property  absent  the  Consent of the
  Special Limited Partner.
  
           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 Special 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 Special Limited
  Partner has become successor  General  Partner,  it shall not be responsible for
  any deficit  balance in its  Capital  Account  which  arose  during the time the
  former General Partner served as General Partner.
  
           (c) With respect to assets distributed in kind to the Partners in 
  liquidation or otherwise:
  
                    (1) unrealized  appreciation or unrealized depreciation in the
  values of such  assets  shall be deemed to be Income and Losses  realized by the
  Partnership  immediately prior to the liquidation or other  Distribution  event;
  and
  
                    (2) such Income and Losses  shall be allocated to the Partners
  in accordance with Section 10.2 hereof, and any property so distributed shall be
  treated as a Distribution  of an amount in cash equal to the excess of such Fair
  Market Value over the outstanding  principal  balance of and accrued interest on
  any debt by which the property is encumbered.
  
           (d) For the purposes of Section 15.3(c),  "unrealized  appreciation" or
  "unrealized  depreciation"  shall mean the  difference  between  the Fair Market
  
                                         61
  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 Special 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
  Special 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 and
  Special  Limited  Partner  shall cease to be such and the General  Partner shall
  execute,  acknowledge  and cause to be filed those  certificates  referenced  in
  Section 15.6.
  
           Section  15.6  Certificates of Dissolution; Certificate of Cancellation
  of  Certificate  of Limited Partnership.
  
           (a) Upon the dissolution of the Partnership,  the General Partner shall
  cause to be filed in the office of, and on a form prescribed by the Secretary of
  State of the State, a certificate of dissolution. The certificate of dissolution
  shall set forth the Partnership's name, the Secretary of State's file number for
  the Partnership, the event causing the Partnership's dissolution and the date of
  the dissolution.
  
           (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
  
                                         62
  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
  
           As and to the extent  required  under the  Securities  Act of 1933,  as
  amended, and regulations promulgated  thereunder,  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  Special   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 and
  the Special  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  affect  any  Partner's  rights,   obligations  or
  conditions  to  performance  or status  hereunder,  without  the  consent of the
  Partner so affected;  change the  provisions of this Article XVI; or be effected
  except in compliance with applicable law.
  
                                    ARTICLE XVII
  
                                    MISCELLANEOUS
  
           Section 17.1 Voting Rights.
  
           (a) The  Limited  Partner  shall have no right to vote upon any matters
  affecting the Partnership, except as provided in this Agreement. Notwithstanding
  the foregoing,  the Limited Partner may,  without the concurrence of the General
  Partner:
  
       (1) Approve or  disapprove,  but,  except as otherwise  expressly  provided
  herein, not initiate, the Sale or Refinancing of the Project;
  
       (2) Remove the General  Partner and elect a substitute  General  Partner as
  provided in this Agreement;
  
       (3) Elect a successor  General  Partner upon the  Withdrawal of the General
  Partner;
  
       (4)  Approve  or  disapprove,  but not  initiate,  the  dissolution  of the
  Partnership; or
  
                                         63
  (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  Special  Limited  Partner  shall  have the right to consent to
  those  actions  or  inactions  of the  Partnership  and/or  General  Partner  as
  otherwise  set forth in this  Agreement,  and the General  Partner is prohibited
  from any action or inaction  requiring such consent unless such consent has been
  obtained.
  
           Section 17.2 Meeting of Partnership. Meetings of the Partnership may be
  called  either (a) at any time by the General  Partner;  or (b) upon the General
  Partner's  receipt of a written or facsimile  request  from the Limited  Partner
  setting forth the purpose of such meeting.  Within ten days after receipt of the
  Limited  Partner's  written or  facsimile  request  for a meeting,  the  General
  Partner  shall provide all Partners  with written  notice of the meeting  (which
  shall be by telephone  conference,  or at the principal place of business of the
  Partnership or such other location referenced in the notice) to be held not less
  than 15 days nor more than 30 days after  receipt of such  written or  facsimile
  request from the Limited Partner,  which notice shall specify the time and place
  of such  meeting  and the purpose or purposes  thereof.  If the General  Partner
  fails to provide the written notice of the meeting within ten days after receipt
  of the Limited Partner's request to hold a meeting, then the Limited Partner may
  provide the  written  notice of the meeting to all the  Partners,  which  notice
  shall  specify  the time and place of such  meeting  and the purpose or purposes
  thereof.  All meetings and actions of the Limited  Partner  shall be governed in
  all  respects,  including  matters  relating  to  notice,  quorum,  adjournment,
  proxies,  record  dates  and  actions  without  a  meeting,  by  the  applicable
  provisions of the Act, as it shall be amended from time to time.
  
           Section 17.3 Notices.  Any notice given  pursuant to this Agreement may
  be served  personally  on the Partner to be  notified,  or may be mailed,  first
  class postage prepaid,  to the following address,  or to such other address as a
  party may from time to time designate in writing:
  
           To the General Partner:   ACHR HOUSING CORPORATION
                                     319 W. Glenn, P.O. Box 409
                                     Auburn, Alabama 36830
  
           To the Limited Partner:   WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                                     c/o WNC & Associates, Inc.
                                     3158 Redhill Ave., Suite 120
                                     Costa Mesa, CA   92626-3416
  
                                         64
  To the Special
           Limited Partner:          WNC HOUSING, L.P.
                                     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.  The
  Partnership  shall  record in the Office of the  Probate  Judge 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 and
  file any report required to be filed with the Secretary of State of the State.
  
           Section 17.6 Amendment of Certificate of Limited Partnership.
  
           (a) The General  Partner shall cause to be filed,  within 30 days after
  the happening of any of the following events, an amendment to the Certificate of
  Limited Partnership reflecting the occurrence thereof:
  
                    (1)      A change in the name of the Partnership.
  
                    (2)      A change in the street address of the Partnership's 
  principal executive office.
  
                    (3) A change in the address,  or the Withdrawal,  of a General
  Partner,  or a change in the  address of the agent for  service of  process,  or
  appointment of a new agent for service of process.
  
                    (4)      The admission of a General Partner and that Partner's
  address.
  
                    (5) The  discovery  by the  General  Partner  of any  false or
  erroneous material statement contained in the Certificate of Limited Partnership
  or any amendment thereto.
  
           (b) The  Certificate  of  Limited  Partnership  may also be  amended in
  conformity with this Agreement at any time in any other respect that the General
  Partner determines.
  
           (c)  The  General  Partner  shall  cause  the  Certificate  of  Limited
  Partnership to be amended, when required or permitted as aforesaid,  by filing a
  certificate of amendment  thereto in the office of, and on a form prescribed by,
  the  Secretary of State of the State.  The  certificate  of amendment  shall set
  forth  the   Partnership's   name,  Office  of  the  Probate  Judge's  recording
  information 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
  
                                         65
  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
  the Special Limited Partner shall be the "Tax Matters  Partner"  pursuant to the
  Code and in connection  with any audit of the federal  income tax returns of the
  Partnership;  provided,  however,  that if the  Special  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.  The Limited Partner will make no claim against the
  Partnership  or the General  Partner in respect of any action or omission by the
  Tax Matters  Partner during such time as the Special Limited Partner acts as the
  Tax Matters Partner.
  
           Section 17.11  Expiration of Compliance Period.
  
           (a)  Notwithstanding  any  other  provision  of this  Agreement  to the
  contrary, the Special Limited Partner shall have the right at any time after the
  later of (i) the end of the Compliance Period or (ii) the expiration of the land
  use covenants relating to the Mortgage under HOME, 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 Special  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
  
                                         66
  Notice or if the Consent of the Special  Limited  Partner in its sole discretion
  shall be withheld to any proposed sale,  then the Special  Limited Partner shall
  have the right at any time thereafter to obtain a buyer for the Project on terms
  acceptable  to the  Special  Limited  Partner  (but  not less  favorable  to the
  Partnership  than any proposed sale  previously  rejected by the Special Limited
  Partner).  In the event that the Special  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.
  
           (b) A sale of the Project prior to the end of the Compliance Period may
  only  take  place if the  conditions  of  Section  42(j)(6)  of the Code (or any
  successor provision) will be satisfied upon such sale by having the purchaser of
  the Project post the required bond on behalf of the Partnership.
  
           Section  17.12  Number and  Gender.  All  pronouns  and any  variations
  thereof shall be deemed to refer to the masculine, feminine, neuter, singular or
  plural as the identity of the Person or Persons may require.
  
           Section 17.13 Entire Agreement.  This Agreement  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  and the  Special  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.
  
           IN WITNESS  WHEREOF,  this  Amended and  Restated  Agreement of Limited
  Partnership  of WOODLAND,  LTD.,  an Alabama  limited  partnership,  is made and
  entered into as of the 9th day of January, 1997.
  
                                         67
  GENERAL PARTNER
  
                                      ACHR HOUSING CORPORATION
  
                                      By:     ___________________________________
                                              Nancy S. Spears,
                                              President
  
                                      WITHDRAWING ORIGINAL LIMITED PARTNER
  
                                      ------------------------------------
                                      TERRY MOUNT
  
                                      LIMITED PARTNER
  
                                     WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
  
                                      By:     WNC & ASSOCIATES, INC.
                                                       General Partner
  
                                              By:      _________________________
                                                       John B. Lester, Jr.,
                                                       President
  
                                      SPECIAL LIMITED PARTNER
  
                                      WNC HOUSING, L.P.
  
                                      By:     WNC & ASSOCIATES, INC.
                                              General Partner
  
                                              By: _______________________________
                                                       John B. Lester, Jr.,
                                                       President
  
                                         68
  EXHIBIT A TO PARTNERSHIP AGREEMENT
  
                                  LEGAL DESCRIPTION
  
  Commencing at a concrete monument at the Northwest corner of Section 12, T-19-N,
  R-7-E,  Marion,  Perry  County,  Alabama;  thence  along the North  line of said
  Section 12, N 89o 19' 34" E, 956.88  feet to an iron pin on said  section  line;
  thence along the Easterly extension of the last described line, N 89o 19' 34" E,
  836.58 feet to the intersection of the Northerly  extension of the West Right of
  Way line of Eutaw Street, being that part of said street lying south of Thompson
  Street  and  North of Patton  Street;  thence  along the said  Right of Way line
  extension, S 00o 17' 09" W, 1500.61 feet to the Southwest corner of Eutaw Street
  and  Thompson  Street  and the point of  beginning  of the  Parcel  herein to be
  described; thence along the West right of way line Eutaw Street, S 00o 17' 09" W
  690.70 feet to the Northeast  corner of Block "A",  according to the map or plat
  of Webb Addition to City of Marion, Alabama as the same appears of record in the
  Office of the Judge of Probate of Perry County,  Alabama, Deed Book 333, at Page
  261;  thence along the  Northern  line of said Block "A", N 89o 53' 12" W 500.79
  feet to the Northwest corner of Lot 5, said Block "A", said point also being the
  Southeast corner of Block "C", said Webb Addition; thence along the east line of
  said  Block  "C", N 00o 58' 16" E 675.27  feet to the  Northeast  corner of said
  Block  "C" and a point on the  Southern  Right of Way line of  Thompson  Street;
  thence along the Southern Right of Way line of Thompson  Street, N 88o 18' 41" E
  493.00 feet to the Northeast  corner of said  Thompson  Street and Eutaw Street,
  which is the point of beginning.
  
  The above described parcel being that parcel of land lying west of Eutaw Street,
  North of North  line of Lot 1 through 5,  Block  "A",  East of Block  "C",  both
  blocks  of the  said  Webb  Addition,  South  of the  Southerly  Right of Way of
  Thompson  Street  and all lying in the North 1/2,  Section  12,  T-19-N,  R-7-E,
  Marion, Perry County, Alabama
  
                                        A-1
  EXHIBIT B TO PARTNERSHIP AGREEMENT
  
                                FORM OF LEGAL OPINION
  
  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4 
  c/o WNC & Associates, Inc.
  3158 Redhill Avenue, Suite 120
  Costa Mesa, California  92626
  
  RE:      WOODLAND, LTD.
  
  Ladies and Gentlemen:
  
           You have  requested  our  opinion  with  respect to certain  matters in
  connection with the investment by WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4,
  a California limited partnership (the "Limited Partner") in WOODLAND,  LTD. (the
  "Partnership"),   an  Alabama  limited   partnership  formed  to  own,  develop,
  (construct/-rehabilitate)   finance  and  operate  an   apartment   complex  for
  low-income persons (the "Apartment Complex") in Marion,  Perry County,  Alabama.
  The general partner(s) of the Partnership (is/are) ACHR HOUSING CORPORATION (the
  "General Partner(s)").
  
           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 Alabama.
  
           (c) The  Partnership is validly  existing under and subject to the laws
  of   Alabama    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  and the Special  Limited  Partner  have been
  admitted  to the  Partnership  as  limited  partners  of the  Partnership  under
  __________  law and are entitled to all of the rights of limited  partners under
  the Partnership Agreement.  Except as described in the Partnership Agreement, no
  
                                        B-2
  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 nor the Special Limited Partner will have any liability for the Mortgage
  Note or the Mortgage Loan represented thereby (as those terms are defined in the
  Partnership Agreement, and the lender of the Mortgage Loan will look only to its
  security in the Apartment Complex for repayment of the Mortgage Loan.
  
          (j) The Partnership owns a fee simple interest in the Apartment Complex.
  
           (k) To the best of our actual knowledge and belief,  after due inquiry,
  the Partnership has obtained all consents, permissions,  licenses, approvals, or
  orders required by all applicable  governmental  or regulatory  agencies for the
  development,   [construction/rehabilitation]  and  operation  of  the  Apartment
  Complex, and the Apartment Complex conforms to all applicable Federal, state and
  local land use, zoning, health, building and safety laws, ordinances,  rules and
  regulations.
  
           (l) The Apartment Complex has obtained a preliminary reservation of low
  income housing tax credits ("LIHTC") from the State Agency. The final allocation
  of the LIHTC and ultimately  eligibility of the Apartment Complex for such final
  allocation are subject to a series of requirements  which must be met, performed
  or achieved at various times prior to and after such final allocation.  Assuming
  all  such  requirements  are met,  performed  or  achieved  at the time or times
  provided by applicable laws and regulations,  the Apartment Complex will qualify
  for LIHTC.
  
           All of the  opinions  set forth above are  qualified to the extent that
  the validity of any  provision of any agreement may be subject to or affected by
  applicable bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
  affecting the rights of creditors generally. We do not express any opinion as to
  the  availability  of any equitable or specific remedy upon any breach of any of
  the covenants,  warranties or other  provisions  contained in any agreement.  We
  have not examined,  and we express no opinion with respect to, the applicability
  of, or liability under, any Federal, state or local law, ordinance or regulation
  
                                        B-3
  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
  WOODLAND, LTD., an Alabama limited partnership (the "Partnership"); ACHR HOUSING
  CORPORATION  (the "General  Partner");  and BONNIE A.  RASMUSSEN  (the "Original
  Limited Partner") for the benefit of WNC HOUSING TAX CREDIT FUND V, L.P., SERIES
  4, a California limited  partnership (the "Investment  Partnership"),  and WNC &
  ASSOCIATES, INC. ("WNC").
  
           WHEREAS, the Partnership  proposes to admit the Investment  Partnership
  as a limited  partner thereof  pursuant to an Amended and Restated  Agreement of
  Limited  Partnership  of  the  Partnership  (the  "Partnership  Agreement"),  in
  accordance with which the Investment  Partnership will make substantial  capital
  contributions to the Partnership; and
  
           WHEREAS,  the Investment  Partnership  and WNC have relied upon certain
  information  and  representations  described  herein in evaluating the merits of
  investment by the Investment Partnership in the Partnership;
  
           NOW, THEREFORE,  to induce the Investment Partnership to enter into the
  Partnership  Agreement and become a limited partner of the Partnership,  and for
  $1.00 and other good and  valuable  consideration,  the receipt and  adequacy of
  which are hereby  acknowledged,  the  Partnership,  the General  Partner and the
  Original  Limited  Partner  hereby  agree  as  follows  for the  benefit  of the
  Investment Partnership and WNC.
  
           1.       Representations,  Warranties  and  Covenants of the  
                    Partnership,  the General Partner and the Original Limited 
                    Partner
  
           The  Partnership,  the General Partner and the Original Limited Partner
  jointly  and  severally  represent,   warrant  and  certify  to  the  Investment
  Partnership  and WNC  that,  with  respect  to the  Partnership,  as of the date
  hereof:
  
                    1.1 The  Partnership is duly organized and in good standing as
  a limited  partnership  pursuant to the laws of the state of its formation  with
  full power and authority to own its apartment complex (the "Apartment  Complex")
  and conduct its business; the Partnership,  the General Partner and the Original
  Limited  Partner  have the power and  authority  to enter into and perform  this
  Certification  and Agreement;  the execution and delivery of this  Certification
  and Agreement by the  Partnership,  the General Partner and the Original Limited
  Partner  have been duly and validly  authorized  by all  necessary  action;  the
  execution and delivery of this  Certification and Agreement,  the fulfillment of
  its terms and consummation of the transactions contemplated hereunder do not and
  
                                        C-1
  will not conflict  with or result in a violation,  breach or  termination  of or
  constitute a default  under (or would not result in such a conflict,  violation,
  breach,  termination  or default with the giving of notice or passage of time or
  both) any other  agreement,  indenture or instrument by which the Partnership or
  any General Partner or Original Limited Partner is bound or any law, regulation,
  judgment,  decree or order  applicable to the Partnership or any General Partner
  or  Original  Limited  Partner  or  any of  their  respective  properties;  this
  Certification  and Agreement  constitutes the valid and binding agreement of the
  Partnership,  the General Partner and the Original Limited Partner,  enforceable
  against each of them in accordance with its terms.
  
                    1.2  The  General  Partner  has  delivered  to the  Investment
  Partnership,  WNC or their affiliates all documents and information  which would
  be  material  to a  prudent  investor  in  deciding  whether  to  invest  in the
  Partnership. All factual information provided to the Investment Partnership, WNC
  or their affiliates either in writing or orally, did not, at the time given, and
  does not, on the date hereof, contain any untrue statement of a material fact or
  omit to state a material fact required to be stated therein or necessary to make
  the statements therein not misleading in light of the circumstances  under which
  they are made.
  
                    1.3 Each of the representations and warranties contained in 
  the  Partnership Agreement is true and correct as of the date hereof.
  
                    1.4 Each of the  covenants and  agreements of the  Partnership
  and the General  Partner  contained in the  Partnership  Agreement has been duly
  performed  to the extent  that  performance  of any  covenant  or  agreement  is
  required on or prior to the date hereof.
  
                    1.5 All conditions to admission of the Investment  Partnership
  as  the  investment  limited  partner  of  the  Partnership   contained  in  the
  Partnership Agreement have been satisfied.
  
                    1.6 No  default  has  occurred  and is  continuing  under  the
  Partnership  Agreement or any of the Project  Documents (as such term is defined
  in the Partnership Agreement) for the Partnership.
  
                    1.7 The Partnership will allocate to the Limited Partner the 
  Projected  Annual Tax
  Credits.
  
                    1.8 The General  Partner agrees to take all actions  necessary
  to claim the Projected Tax Credit, including,  without limitation, the filing of
  Form(s) 8609 with the Internal Revenue Service.
  
                                        C-2
  1.9  No person or entity other than the Partnership holds any 
  equity  interest in the Apartment Complex.
  
                    1.10 The  Partnership has the sole  responsibility  to pay all
  maintenance  and operating  costs,  including all taxes levied and all insurance
  costs, attributable to the Apartment Complex.
  
                    1.11 The Partnership,  except to the extent it is protected by
  insurance and  excluding any risk borne by lenders,  bears the sole risk of loss
  if the  Apartment  Complex is destroyed or condemned or there is a diminution in
  the value of the Apartment Complex.
  
                    1.12 No person or entity except the  Partnership has the right
  to any proceeds, after payment of all indebtedness,  from the sale, refinancing,
  or leasing of the Apartment Complex.
  
                    1.13 No  General  Partner  is  related  in any  manner  to the
  Investment  Partnership,  nor is any General  Partner  acting as an agent of the
  Investment Partnership.
  
           2.       Miscellaneous
  
                    2.1 This  Certification  and  Agreement is made solely for the
  benefit of the Investment  Partnership and WNC, and their respective  successors
  and  assignees,  and no other person shall acquire or have any right under or by
  virtue of this Agreement.
  
                    2.2  This  Certification  and  Agreement  may be  executed  in
  several  counterparts,  each of which shall be deemed to be an original,  all of
  which together shall constitute one and the same instrument.
  
                    2.3   Capitalized   terms   used  but  not   defined  in  this
  Certification Agreement shall have the meanings given to them in the Partnership
  Agreement.
  
           IN WITNESS WHEREOF,  this Certificate and Agreement is made and entered
            into as of the day of , 1996.
  
  PARTNERSHIP
  
  WOODLAND, LTD.
  
  ACHR HOUSING CORPORATION,
  
  By:   _________________________
           Nancy S. Spears,
           President
  
  Signatures continued on next page...
  
                                        C-3
  GENERAL PARTNER
  
  ACHR HOUSING CORPORATION
  
  By:  __________________________
           Nancy S. Spears,
           President
  
  ORIGINAL LIMITED PARTNER
  
  __________________________
  TERRY MOUNT
  
                                        C-4
  EXHIBIT D TO THE PARTNERSHIP AGREEMENT
  
                            GENERAL PARTNER CERTIFICATION
  
           This General Partner  Certification  is being issued to WNC HOUSING TAX
  CREDIT FUND V, L.P., SERIES 4 ("Limited  Partner") by ACHR HOUSING  CORPORATION,
  General   Partner   of   WOODLAND,   LTD.,   an  Alabama   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 and correct 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 and the Special Limited Partner.
  
           (b) The Partnership Agreement and the Project Documents (as of the date
  hereof) 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 the plans
  and  specifications of the Project that have been or shall be hereafter approved
  by Regions Bank and AHFA, if required, and all applicable governmental entities,
  as such  plans  and  specifications  may be  changed  from time to time with the
  
                                        D-1
  approval of Regions Bank and AHFA 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,  except
  the General Partner has limited  recourse for  environmental  cleanup,  fraud or
  misrepresentation,  or misapplication of insurance proceeds, condemnation awards
  or rents.
  
           (g) The Partnership is in substantial  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 throughout the term of the Partnership (subject to usual interruptions).
  
           (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  and the
  Special  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
  
                                        D-2
  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,  except in  compliance  with
  law, 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 must promptly notify the
  Special  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) 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, to the extent permitted by law,  allocate to
  the Limited Partner the Projected Annual Tax Credits.
  
           (p) 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) All accounts of the Partnership required to be maintained under the
  terms of the Project Documents,  including,  without limitation, any reserves in
  accordance with Article VIII hereof,  as of the required time shall be funded to
  required levels, including levels required by any authority.
  
                                        D-3
  (s) Except as  required or  permitted  by this  Agreement,  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.
  
           (t) As of the date hereof,  no event has occurred  which  constitutes a
  material default under any of the Project Documents.
  
           (u) 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) as
  of  the  date  hereof,   the  Limited  Partner  to  be  liable  for  Partnership
  obligations,  provided however,  that 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,  that 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.
  
           (v) As of the date hereof, no event or proceeding,  including,  but not
  limited  to, any legal  actions  or  proceedings  before any court,  commission,
  administrative   body  or  other  governmental   authority,   and  acts  of  any
  governmental  authority  having  jurisdiction  over the  zoning or land use laws
  applicable to the Project,  has occurred the continuing effect of which has: (1)
  materially  or  adversely  affected  the  operation  of the  Partnership  or the
  Project; (2) materially or 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 that 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.
  
       (w) As of the date hereof,  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 the Special Limited Partner and which in the
  
                                        D-4
  aggregate  affect the ability of the Limited  Partner to obtain the  anticipated
  benefits of its investment in the Partnership.
  
           IN  WITNESS  WHEREOF,  the  undersigned  have set  their  hands to this
  General Partner Certification this day of 1996.
  
  GENERAL PARTNER
  
  ACHR HOUSING CORPORATION
  
  By:      _____________________
           Nancy S. Spears,
           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
  Marion,  Perry County,  Alabama,  has prepared  final working plans and detailed
  specifications  for  WOODLAND,   LTD.,  an  Alabama  limited   partnership  (the
  "Partnership"),  between  WNC  HOUSING  TAX  CREDIT  FUND V,  L.P.,  SERIES 4, a
  California  limited  partnership  ("Limited  Partner")  and the  Partnership  in
  connection  with the  construction  [rehabilitation]  of improvements on certain
  real property located in Marion, Perry County, Alabama (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 THE PARTNERSHIP
  
                             [ACCOUNTANT'S CERTIFICATE]
                              [Accountant's Letterhead]
  
  _______________, 199____
  
  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4 
  c/o WNC & Associates, Inc.
  3158 Redhill Ave., Suite 120
  Costa Mesa, California 92626
  
  RE:  Partnership Certification as to Amount
       of Eligible Tax Credit Base
  
  Gentlemen:
  
  In  connection  with the  acquisition  by WNC  HOUSING  TAX CREDIT FUND V, L.P.,
  SERIES 4 (the "Limited Partner") of a limited partnership  interest in WOODLAND,
  LTD., an Alabama limited  partnership (the  "Partnership")  which owns a certain
  parcel of land located in Marion, Perry County, Alabama 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  WOODLAND,  LTD.,  I hereby  certify as to the
  following:
  
       1. WOODLAND, LTD. owns a forty-two (42) unit project ("Project") in Marion,
  Perry County, Alabama.
  
       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
  Alabama 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)
                                        ------------  ------------   ------------
  
  (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 ACHR Housing  Corporation  ("Developer")  and
  WOODLAND,  LTD., an Alabama 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  Marion,  Perry
  County, Alabama, 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 forty-two (42)
  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  Seedco  and  Regions  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 Charter Construction Company.
  
           "Department" means the Alabama  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 Regions Bank and AHFA 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, 2009.
  
           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
  
                                         2
  pay the Developer a Development  Fee in the amount of $267,400.  The Development
  Fee shall be payable in  accordance  with  Section 3 of this  Agreement.  If the
  Development  Fee is not paid in full at the Permanent Loan Funding Date then the
  unpaid portion shall bear interest at a rate equal to the 5-year  Treasury money
  rate in effect as of the Permanent Loan Funding Date.
  
           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 finalization of the plans and specifications for 
  the Project, and projected construction schedules and costs.
  
                                         3
  (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 Marion 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 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.
  
                                         4
  (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  Marion  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
  WOODLAND,  LTD., 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.
  
                                      SECTION 3
                              DEVELOPMENT FEE PAYMENTS
  
           3.1  Services   Rendered  Prior  to  December  31,  1996.  The  Parties
  acknowledge  and agree that  Developer  has earned the sum of $____ for services
  rendered prior to December 31, 1996,  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 1996 income tax return.
  
                                         5
  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 WOODLAND, LTD., an Alabama 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
  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.
  
                                         6
  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:           ACHR Housing Corporation
                             319 W. Glenn
                             Auburn, Alabama 36830
  
  If to Owner:               WOODLAND, LTD.
                             319 W. Glenn
                             Auburn, Alabama 36830
  
           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
  Alabama  applicable to contracts  made and wholly  performed  within  Alabama by
  persons domiciled in Alabama.
  
                    (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,
  
                                         7
  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.
  
           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.
  
                                         8
  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 Alabama 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 ________________________, 1996.
  
  DEVELOPER:                          ACHR HOUSING CORPORATION
  
                                              By:      __________________________
                                                       Nancy S. Spears,
                                                       President
  
  OWNER:                              WOODLAND, LTD.
  
                                              ACHR HOUSING CORPORATION,
                                              General Partner
  
                                              By:      __________________________
                                                       Nancy S. Spears,
                                                       President
  
                                         10
  EXHIBIT A
  
  A lot or parcel of land  situated  in the  western  part of the City of  Marion,
  Perry County, Alabama,  described as commencing at a stake on the western margin
  of Garrot Street  thirty-four and one-half (34-1/2) feet southwest of the center
  of the  intersection  of said Garrot Street with Eutaw Street the same being the
  northeastern  corner of the lot or parcel of land  heretofore  conveyed  by J.C.
  Moore and C.J. Moore, his wife, to Ed Wedgeworth and Alice Wedgeworth by deed of
  date the 13th day of January  1903 and  recorded in the Probate  Office of Perry
  County, Alabama, in Book 199, Page 563, reference to said deed being hereby made
  for a more  particular  description  of said lot thence  running  west along the
  northern boundary line of said above south 695-1/2 feet to a stake;  thence east
  501 feet to a stake on the western margin of Garrot  Street;  thence north along
  the western margin of said Garrot Street 695-1/2 feet to the point of beginning;
  said lot or parcel of land herein  conveyed  containing  eight (8) acres more or
  less and being a portion of the lot or parcel of land hereinabove  described and
  conveyed to Ed Wedgeworth and Alice Wedgeworth.
  
  LESS AND EXCEPT right of way for public road issued to State Highway Department,
  November 16, 1956, and being more particularly described as follows: As shown by
  the right-of-way map of City Project,  as recorded in the office of the Judge of
  Probate of Perry County, Alabama.
  
  Beginning at Station 6+05, the south  property line;  thence North 0 degrees and
  00 minutes East for a distance of 702 feet to Station 13+07,  the north property
  line. Said strip of land being all that area lying between the centerline of the
  present road and a line 30 feet left of and parallel to the  centerline  of said
  project; lying in the SE-1/4 of the NW-1/4, Section 12, Township 19 North, range
  7 East, and containing 0.483 acres, more or less,  including that area now being
  used as a public road.
  
  Also,  easements to strips of land sufficient  length and width necessary for 
  the  construction of maintenance of inlet and outlet ditches  extending beyond 
  the above described right-of-way.
  GUARANTY AGREEMENT
  
           FOR VALUE  RECEIVED,  the  receipt and  sufficiency  of which is hereby
  acknowledged, and in consideration of the agreement of ACHR Housing Corporation,
  (the "Developer") to permit deferral of the $267,400 due from WOODLAND,  LTD. an
  Alabama  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.
  
                                         1
  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
  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
  Alabama and shall be construed and governed under Alabama 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
  Alabama and/or to the jurisdiction and venue of any United States District Court
  in the  State of  Alabama  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  Alabama,  even if it was,  in fact,
  executed and delivered elsewhere.
  
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  IN WITNESS WHEREOF,  the undersigned have hereunto caused this Guaranty
  Agreement to be executed as of _____________________, 1996.
  
  Signed, sealed and delivered                                  GUARANTOR:
  in the presence of:
  
  ____________________________                ACHR Housing Corporation
  Witness
  
                                              By:      ______________________
  ____________________________                         Nancy S. Spears,
  Notary Public                                                 President
  My Commission Expires:
                                                           Address for Guarantor:
  ----------------------------
                                                           319 W. Glenn
                                                           Auburn, Alabama 36830
           (NOTARY SEAL)
  
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