352 LENOX ASSOCIATES, LP AGREEMENT OF LIMITED PARTNERSHIP Dated as of October 31, 1996 TABLE OF CONTENTS Preliminary Statement......................................... 1 ARTICLE I..................................................... 1 Defined...

352 LENOX ASSOCIATES, LP

AGREEMENT OF LIMITED PARTNERSHIP

Dated as of October 31, 1996



TABLE OF CONTENTS


Preliminary Statement.........................................  1

ARTICLE I.....................................................  1

Defined Terms.................................................  1

ARTICLE II.................................................... 20

Name and Business............................................. 20
2.1 Name; Continuation.................................. 20
2.2 Office and Resident Agent........................... 20
2.3 Purpose............................................. 20
2.4 Term and Dissolution................................ 20

ARTICLE III................................................... 21

Mortgage, Refinancing and Disposition of Property............. 21
3.1 Personal Liability.................................. 21
3.2 Refinancings........................................ 22
3.3 Sale of Assets...................................... 22
3.4 Real Estate Commissions............................. 22

ARTICLE IV.................................................... 22

Partners; Capital............................................. 22
4.1 Capital and Capital Accounts........................ 22
4.2 General Partner..................................... 23
4.3 Investment Limited Partner, Special Limited Partner and Original 
Limited Partner....................................................... 
24
4.4 Liability of the Limited Partners................... 24
4.5 Special Rights of the Special Limited Partner....... 24
4.6 Meetings............................................ 26

ARTICLE V..................................................... 26

Capital Contributions of the Investment Limited Partner
and the Special Limited Partner............................... 26
5.1 Payments............................................ 26
5.2 Return of Capital Contributions..................... 31

ARTICLE VI.................................................... 34

Rights, Powers and Duties of General Partner.................. 34
6.1 Authorized Acts..................................... 34
6.2 Restrictions on Authority........................... 35
6.3 Personal Services; Other Business Ventures.......... 38
6.4 Business Management and Control..................... 38
6.5 Duties and Obligations.............................. 39
6.6 Representations and Warranties...................... 42
6.7      Liability on Mortgages.............................. 46
6.8 Indemnification of the General Partner.............. 46
6.9 Indemnification of the Partnership and the Limited Partners 47
6.10     Operating Deficits.................................. 47
6.11     Obligation to Complete the Construction of the Apartment Complex 
48
6.12     Certain Payments to the General Partner and Others.. 49
6.13     Delegation of General Partner Authority............. 49
6.14     Assignment to Partnership........................... 50
6.15     Contracts with Affiliates........................... 50
6.16     Tax Matters Partner................................. 51

ARTICLE VII................................................... 52

Withdrawal of a General Partner; New General Partners......... 52
7.1 Voluntary Withdrawal................................ 52
7.2 Reconstitution...................................... 53
7.3 Successor General Partner........................... 53
7.4 Interest of Predecessor General Partner............. 54
7.5 Amendment of Certificate; Approval of Certain Events 55
7.6 Valuation and Sale of Interest of Former General Partner 55
7.7 Designation of New General Partners................. 56

ARTICLE VIII.................................................. 57

Transferability of Limited Partner Interests.................. 57
8.1 Assignments......................................... 57
8.2 Substituted Limited Partner......................... 57
8.3 Restrictions........................................ 58

ARTICLE IX.................................................... 58

Borrowings.................................................... 58

ARTICLE X..................................................... 59

Profits, Losses, Tax Credits, Distributions and Capital Accounts 59
10.1     Profits, Losses and Tax Credits..................... 59
10.2     Cash Distributions Prior to Dissolution............. 60
10.3     Distributions Upon Dissolution...................... 61
10.4     Special Provisions.................................. 62
10.5     Authority of the General Partner to Vary Allocations to Preserve 
and Protect the Partners' Intent.................................. 66
10.6     Recapture Amount.................................... 67

ARTICLE XI.................................................... 68

Management Agent.............................................. 68
11.1     General............................................. 68
11.2     Fees................................................ 69
11.3     Removal and Replacement............................. 69
11.4     Lack of Management Agent............................ 70

ARTICLE XII................................................... 70

Books and Records, Accounting, Tax Elections, Etc............. 70
12.1     Books and Records................................... 70
12.2     Bank Accounts....................................... 70
12.3     Auditors............................................ 70
12.4     Cost Recovery and Elections......................... 71
12.5     Special Basis Adjustments........................... 71
12.6     Fiscal Year......................................... 72
12.7     Information to Partners............................. 72
12.8     Expenses of the Partnership......................... 75

ARTICLE XIII.................................................. 76

General Provisions............................................ 76
13.1     Restrictions by Reason of Section 708 of the Code... 76
13.2     Amendments to Certificates.......................... 76
13.3     Notices............................................. 76
13.4     Word Meanings....................................... 77
13.5     Binding Effect...................................... 77
13.6     Applicable Law...................................... 77
13.7     Counterparts........................................ 77
13.8     Financing Regulations............................... 77
13.9     Separability of Provisions.......................... 78
13.10    Paragraph Titles.................................... 78
13.11    Amendment Procedure................................. 78
13.12    Extraordinary Partner Expenses...................... 78
13.13    Time of Admission................................... 79

SCHEDULE A

EXHIBITS:

    EXHIBIT A Legal Description
    EXHIBIT B Projected Rents
    EXHIBIT C Due Diligence Recommendations


352 LENOX ASSOCIATES, LP

AGREEMENT OF LIMITED PARTNERSHIP

Preliminary Statement

    352 Lenox Associates, LP (the "Partnership") was formed as a New 
York limited partnership pursuant to a Certificate of Limited 
Partnership (the "Certificate") filed in the Filing Office on April 8, 
1996 by and between 70 W 128 Corp., a New York corporation 
("70 W 128"), as general partner owning 1% of the Partnership (the 
"General Partner") and Xxxx X. Xxxxxxxx, an individual ("Xxxxxxxx"), 
as the limited partner owning 99% of the Partnership (the "Original 
Limited Partner").  

    The parties desire to (i) provide for the withdrawal from the 
Partnership of the Original Limited Partner, (ii) provide for the 
admission of BOSTON CAPITAL TAX CREDIT FUND IV L.P., a Delaware 
limited partnership ("BCTCF"), as the Investment Limited Partner, 
(iii) provide for the admission of BCTC 94, INC., a Delaware 
corporation as the Special Limited Partner, and (iv) more fully set 
forth the rights and obligations of the Partners.

    In consideration of the mutual agreements set forth herein, it 
is agreed and certified, and the Original Agreement is hereby amended 
and restated in its entirety as follows:

ARTICLE I

Defined Terms

    The defined terms used in the Agreement shall have the meanings 
specified below:

    "Act"  means the Revised Uniform Limited Partnership Act as in 
effect in the State.

    "Actual Credit" means, with respect to a particular Fiscal Year, 
the total amount of  Tax Credit properly allocable by the Partnership 
to the Investment Limited Partner for such Fiscal Year.  The Actual 
Credit shall be retroactively revised if the amount of Tax Credit 
properly allocable to the Investment Limited Partner is revised as the 
result of an audit or is recaptured.

    "Additional Limited Partner" means any holder of an Interest 
designated as an Additional Limited Partner pursuant to the provisions 
of Section 4.5(b) or Section 7.4.

    "Adjusted Capital Account Deficit" means, with respect to any 
Partner, the deficit balance, if any, in such Partner's Capital 
Account as of the end of the relevant Fiscal Year, after giving effect 
to the following adjustments:

    (i)  Credit to such Capital Account any amounts 
which such Partner is obligated to restore pursuant to any 
provisions of this Agreement or is deemed to be obligated 
to restore pursuant to the penultimate sentences of 
Treasury Regulations Sections 1.704-2(g)(i) and 1.704-
2(i)(5), respectively; and

    (ii) 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 and the 
application of such term in the manner provided in this Agreement 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.

    "Admission Date" means the first date on which all parties 
hereto shall have executed this Agreement.

    "Adverse Consequences" means all actions, suits, proceedings, 
hearings, investigations, charges, complaints, claims, demands, 
injunctions, judgments, orders, decrees, rulings, damages, dues, 
penalties, fines, costs, reasonable amounts paid in settlement, 
liabilities, obligations, taxes, liens, losses, expenses and fees, 
including court costs and reasonable attorneys' fees and expenses.

    "Affiliate" means as to a specified Person, (i) such Person; 
(ii) each member of the Immediate Family of such Person; (iii) each 
legal representative, successor or assignee of any Person referred to 
in the preceding clauses (i) or (ii); (iv) each trustee of a trust for 
the benefit of any Person referred to in the preceding clauses (i) or 
(ii); or (v) any other Person (a) who directly or indirectly controls, 
is controlled by, or is under common control with  such Person, (b) 
who is an officer of, director of, partner in or trustee of, or serves 
in a similar capacity with respect to, such Person or of which such 
Person is an officer, director, partner or trustee, or with respect to 
which such Person serves in a similar capacity, (c) who, directly or 
indirectly, is the beneficial owner of ten percent (10%) or more of 
any class of equity securities of such Person or of which such Person 
is directly or indirectly  the owner of ten percent (10%) or more of 
any class of equity securities, (d) who is an officer, director, 
general partner, trustee or holder of  ten percent (10%) or more of 
the voting securities or beneficial interests of any Person referred 
to in the foregoing clauses (v) (b) or (v) (c), or (e) who, whatever 
such Person's title, performs functions for such Person or any 
Affiliate of such Person similar to a Chairman or member of the Board 
of Directors, or executive officer such as the President, Executive 
Vice President or Senior Vice President, Corporate Secretary, or 
Treasurer, or any Person holding a five percent (5%) or more equity 
interest in such Person, or any Person having the power to direct or 
cause the direction of such Person whether through the ownership  of 
voting securities, by contract or otherwise.  An Affiliate of any 
Investment Limited Partner or of any Investment General Partner does 
not include a Person who is a partner in a Partnership or joint 
venture with any Investment Limited Partner or any other Affiliate of 
any Investment Limited Partner if such Person is not otherwise an 
Affiliate of any Investment Limited Partner or any Investment General 
Partner.  For purposes of this definition, the term Affiliate shall 
not be deemed to include any law firm (or member or associate thereof) 
providing legal services to any Investment Limited Partner, any 
Investment General Partner, the General Partner or any Affiliate of 
any of them.

    "AFR" means the "applicable federal rate" as defined and 
determined in the manner set forth in Section 1274 of the Code.

    "Agency" means the Credit Agency or any other Governmental 
Authority with jurisdiction over the Apartment Complex, or the 
business and operations of the Partnership.

    "Agreement" means this Agreement of Limited Partnership, 
including Schedule A, as amended from time to time.

    "Allocation Regulations" means the Treasury Regulations issued 
under Sections 704(b) and 752 of the Code, as the same may be modified 
or amended from time to time.  In the event that the Allocation 
Regulations are revised or amended subsequent to the date of this 
Agreement, references herein to sections or paragraphs of the 
Allocation Regulations shall be deemed to be references to the 
applicable sections or paragraphs of the Allocation Regulations as 
then in effect.

    "Apartment Complex" means the real property located in the 
Borough of Manhattan, City of New York, New York County, New York, as 
more fully described in Exhibit A attached hereto, together with (i) 
all buildings and other improvements constructed or to be constructed 
thereon and (ii) all furnishings, equipment and personal property 
located thereon or otherwise covered by the Mortgages.

    "Applicable Percentage" has the meaning set forth in Section 
42(b) of the Code.

    "Applied Amounts" shall have the meaning set forth in 
Section 6.10.

    "Asset Management Fee" means the fee payable to BCTCF or an 
Affiliate thereof pursuant to the provisions of Section 6.12(b).

    "Assignee" shall have the meaning set forth in Section 4.1(c).

    "Auditors" means Xxxxxxx, Xxxxxx & Xxxxxxxxx of Bethesda, 
Maryland, or such other firm of independent certified public 
accountants as may be engaged by the General Partner with the Consent 
of the Special Limited Partner for the purposes of preparing the 
Partnership's income tax returns, auditing the books and records of 
the Partnership and certifying financial reports of the Partnership.

    "BCTC '94" means BCTC '94, Inc., a Delaware corporation, and its 
successors.

    "BCTCF" means Boston Capital Tax Credit Fund IV L.P., a Delaware 
limited partnership, and its successors.

    "Best Knowledge" shall mean and include, in the case of a 
specified Person, (i) actual current knowledge and (ii) that knowledge 
which a prudent businessperson (including, in the case of an Entity, 
the general or managing partners, officers and directors of such 
Entity) should have obtained in the management of his or her business 
affairs after making due inquiry and exercising due diligence with 
respect thereto.  In connection therewith, the knowledge (both actual 
and constructive) of any general or managing partner, director or 
officer of an Entity shall be deemed to be the knowledge of the 
Entity.

    "Capital Account" has the meaning set forth in Section 4.1(b).

    "Capital Contribution" means the total value of cash or property 
contributed and agreed to be contributed to the Partnership by each 
Partner, as set forth in Schedule A.  Any reference in this Agreement 
to the Capital Contribution of a then Partner shall include a Capital 
Contribution previously made by any prior Partner for the Interest of 
such then Partner.

    "Capital Proceeds" means the proceeds of a Capital Transaction.

    "Capital Transaction" means a refinancing of any Partnership 
indebtedness or a sale, exchange, eminent domain taking, damage or 
destruction (whether insured or uninsured), insured title defect or 
other disposition of all or any portion of the Apartment Complex 
(other than an event generating proceeds of any business or rental 
interruption insurance), but excluding the payment of Capital 
Contributions.

    "Carryover Certification" means the date on which the Investment 
Limited Partner shall have received, in a form and in substance 
satisfactory to the Investment Limited Partner, the certification of 
the Auditors that, with respect to the carryover allocation of 1995 
Tax Credits,  as of a date no later than December 31, 1995, the 
Partnership had incurred capitalizable costs with respect to the 
Apartment Complex of at least ten per cent (10%) of the Partnership's 
reasonably expected basis in the Apartment Complex as of December 31, 
1995, so that each building in the Apartment Complex constitutes a 
"qualified building" for the purposes of Section 42(h)(1)(E)(ii) of 
the Code.

    "Cash Available for Debt Service Requirements" for any period, 
means the excess of (i) all cash actually received by the Partnership 
on a cash basis from normal operations during such period, but 
specifically excluding the proceeds of insurance (other than business 
or rental interruption insurance), loans, Capital Transactions or 
Capital Contributions over (ii) all cash requirements of the 
Partnership properly allocable to such period of time on an accrual 
basis (not including distributions to Partners out of Cash Flow of the 
Partnership or fees payable from Cash Flow) and, on an annualized 
basis, all projected expenditures, including those of a seasonal 
nature, which might reasonably be expected to be incurred on an 
unequal basis during a full annual period of operation as determined 
by the Auditors but specifically excluding Debt Service Requirements.  
For purposes of this definition, (i) cash requirements of the 
Partnership shall include to the extent not otherwise covered above, 
full funding of reserves (including, without limitation, funding of 
the Replacement Reserve), normal repairs, real estate taxes at fully 
assessed levels assuming a fully improved property and necessary 
capital improvements and (ii) if free rent or other rental concessions 
shall have been granted to tenants, the calculation of rental revenues 
under clause (i) of the preceding sentence shall be adjusted so that 
the effect of such concessions is amortized equally over the term of 
all leases (excluding renewal periods) to which it applies.

    "Cash Expenditures" means all disbursements of cash during a 
specified Fiscal Year (other than distributions to Partners), 
including, without limitation, payment of operating expenses, payment 
of principal and interest on any Partnership indebtedness (other than 
payments of principal and interest on any Subordinated Loans or 
Voluntary Loans), the cost of repairs to the Apartment Complex, 
amounts allocated to reserves by the General Partner and the payment 
of any fees other than the Asset Management Fee, the Partnership 
Management Fee and the Development Fee.  In addition, the net increase 
during such Fiscal Year in any escrow account or reserve maintained by 
or for the Partnership shall be considered a Cash Expenditure during 
such Fiscal Year.  The term Cash Expenditures shall not include 
Development Costs.  Cash Expenditures payable to Partners or 
Affiliates of Partners shall be paid after Cash Expenditures payable 
to third parties.

    "Cash Flow" means the excess of Cash Receipts over Cash 
Expenditures.  Cash Flow shall be determined separately for each 
Fiscal Year or portion thereof.

    "Cash Receipts" means all cash receipts of the Partnership from 
whatever source derived other than from a Capital Transaction, 
including, without limitation, rental revenues, government subsidy 
payments.  In addition, the net reduction in any Fiscal Year in the 
amounts of any escrow account or reserve maintained by or for the 
Partnership (including, without limitation, the Operating Reserve and 
the Replacement Reserve) shall be considered a cash receipt of the 
Partnership for such Fiscal Year.  Notwithstanding the foregoing, at 
the election of the General Partner, Cash Receipts received near the 
end of a Fiscal Year and intended for use in meeting the Partnership's 
obligations (including the cost of acquiring assets or paying debts or 
expenses) in the subsequent Fiscal Year shall not be deemed to be 
received until such following Fiscal Year.

    "Certificate" shall have the meaning set forth in the 
Preliminary Statement.

    "Class Contribution" means the aggregate Capital Contributions 
of all members of a particular class of Partners (i.e., the General 
Partner, the Investment Limited Partner, the Special Limited Partner 
or any Additional Limited Partner).

    "Code" means the Internal Revenue Code of 1986, as amended from 
time to time, and the regulations (permanent and temporary) issued 
thereunder.  References herein to any Code section shall include any 
successor provisions.

    "Commencement Date" means the first day of the month in which 
the Admission Date occurs.

    "Competitive Real Estate Commission" means that real estate or 
brokerage commission paid for the purchase or sale of the Apartment 
Complex or other Partnership property which is reasonable, customary 
and competitive in light of the size, type and location of the 
Apartment Complex or other property.

    "Completion Date" means the later of: (i) the date the 
Investment Limited Partner shall have received copies of all requisite 
certificates or permits permitting occupancy of 100% of the apartments 
units in the Apartment Complex as issued by each Agency having 
jurisdiction; provided, however, that if such certificates or permits 
are of a temporary nature, the Completion Date shall not be deemed to 
have occurred unless the General Partner certifies to the Investment 
Limited Partner that any work remaining to be completed is for so-
called "punch list items" and the General Partner knows of no reason 
why permanent certificates of occupancy will not be issued upon 
completion of such "punch list items"; or (ii) the date as of which 
the Inspecting Consultant certifies that the work to be performed by 
the Contractor under the Construction Contract is substantially 
complete.  Any representation by the General Partner under this 
Agreement that the Completion Date has occurred shall be subject to 
confirmation by the Special Limited Partner pursuant to a physical 
inspection of the Apartment Complex; provided, however, that in the 
event that the Special Limited Partner does not make such physical 
inspection of the Apartment Complex within ten (10) business days 
after having received a written representation of the General Partner 
that the Completion Date has occurred, then the Special Limited 
Partner will be deemed to have waived the physical inspection 
requirement; provided, however, that such 10-day period shall not be 
included in any calculation as to when the Completion Date shall have 
occurred.

    "Compliance Period" means the fifteen (15)-year period 
commencing with the first year of the Credit Period.

    "Consent of the Investment Limited Partner" means the prior 
written consent or approval of the Investment Limited Partner which, 
unless otherwise specifically provided herein, may be given or 
withheld in its sole discretion.  The Consent of the Investment 
Limited Partner shall be exercised by and through the Investment 
General Partner, acting in the name and on behalf of the Investment 
Limited Partner.   If at any time, the Investment Limited Partner 
interest is held by more than one Person, such Consent shall require 
majority approval of such Persons.

    "Consent of the Special Limited Partner" means the prior written 
consent or approval of the Special Limited Partner which, unless 
otherwise specifically provided herein, may be given or withheld in 
its sole discretion.

    "Construction Contract" means the construction contract dated as 
of January 1, 1994, by and between the Contractor and the Partnership, 
as amended.

    "Construction Lender" means Chase Community Development 
Corporation or any other Lender providing construction financing for 
the Apartment Complex.

    "Construction Loan" means the construction loan, in the amount 
of $499,999 to be provided by the Construction Lender to the 
Partnership pursuant to the terms of the Construction Loan Documents.

    "Construction Loan Agreement" means the Loan Agreement dated 
July 17, 1996 by and between the Construction Lender and the 
Partnership, as amended.

    "Construction Loan Documents" means the Construction Note, the 
Construction Mortgage, the Construction Loan Agreement, the 
Construction Assignment and Security Agreement] and all other 
documents executed and/or delivered in connection with the 
Construction Loan.

    "Construction Mortgage" means the Mortgage securing the 
Partnership's obligations under the Construction Note.

    "Construction Note" means the promissory note executed by the 
Partnership to evidence its obligations with respect to the 
Construction Loan, which note is or shall be secured by the 
Construction Mortgage.

    "Construction Permitting Date" means the first date upon which 
the Partnership shall have received the Requisite Approvals for the 
commencement of the rehabilitation and operation of the Apartment 
Complex in accordance with the Plans and Specifications therefor.

    "Contractor" means 352 Lenox Corp., a New York corporation, and 
its successors.

    "Contractor Payoff Letter" means a letter to be issued by the 
Contractor to the Partnership at the time of the Completion Date 
stating that all amounts payable to the Contractor in connection with 
the Project have been paid in full and that there are no pending or, 
to the Contractor's Best Knowledge, threatened, defaults under the 
Construction Contract.

    "Controlling Person" has the meaning set forth in Section 15 of 
the Securities Act of 1933, as amended.

    "Cost Certification" means the date upon which each Limited 
Partner shall have received the written certification of the Auditors, 
in a form and in substance satisfactory to the Special Limited 
Partner, as to the itemized amounts of the construction and 
development costs of the Apartment Complex and the Actual Credit 
pertaining to each building in the Apartment Complex.

    "Credit Agency" means the New York State Division of Housing and 
Community Renewal, and its successors.

    "Credit Period" has the meaning set forth in Section 42(f)(1) of 
the Code.

    "Credit Recovery Loan" means a constructive interest-bearing 
advance of the Investment Limited Partner, as more fully described in 
Section 5.1(g).  Credit Recovery Loans and interest thereon shall not 
be treated as loans or interest, respectively, for accounting, tax or 
liability purposes or for the purposes of Section 6.2(a)(i).  For the 
purposes of Article X, the term Credit Recovery Loan shall not include 
any portion of such a deemed advance which shall have theretofore been 
paid to the Investment Limited Partner.

    "Credit Shortfall" shall have the meaning set forth in Section 
5.1(g).

    "Debt Service Coverage Ratio" means, for any period with each 
month considered individually, a fraction, the numerator of which is 
the Cash Available for Debt Service Requirements with respect to such 
period and the denominator of which is the Debt Service Requirements 
for such period.  The achievement by the Partnership of a specified 
Debt Service Coverage Ratio shall be confirmed by the Auditors and 
shall be subject to the approval of the Special Limited Partner, which 
shall not be unreasonably withheld, provided, however, that no 
objection by the Special Limited Partner to the determination of the 
Auditors shall be valid unless the General Partner is notified of such 
objection, and the specific reasons therefor, within seven (7) 
business days following the receipt by the Special Limited Partner of 
the Auditor's determination letter and in the event that the Special 
Limited Partner does not so notify the General Partner within such 
seven business day period, the Special Limited Partner will be deemed 
to have waived its right to object to such determination.

    "Debt Service Requirements" means for any period, all debt 
service, reserve, mortgage insurance premium, tax and insurance 
escrows and/or other cash requirements imposed with respect to  the 
Mortgage or any other indebtedness (except for the Subordinated Loans 
and Voluntary Loans) properly allocable to such period of time on an 
annualized accrual basis as determined by the Auditors.  To the extent 
the relevant period includes any period prior to Permanent Mortgage 
Commencement, Debt Service Requirements for such period shall be 
computed by adding to the foregoing amounts the amount (if any) by 
which the debt service on such Permanent Loan for such period 
beginning after principal amortization has commenced exceeds the 
actual debt service on such Permanent Loan (and any previous Mortgage 
Loan which may have then been in place) for the relevant period.

    "Designated Net Worth Requirements" means as of the date of 
determination, such standards or criteria (relating to net worth or 
other characteristics) as may be (i) set forth in Revenue Procedure 
89-12 or any other regulations, memoranda, published ruling or revenue 
procedure of the Service for classification of the Partnership for 
federal income tax purposes as a partnership rather than an 
association taxable as a corporation, or (ii) sufficient to support 
the issuance by tax counsel approved by each Investment Limited 
Partner of an opinion to the same effect.

    "Developer" means Harrows Housing, Inc., a New York corporation, 
and its successors.

    "Development Agreement" means the Development Agreement, dated 
as of November 1, 1995, by and between the Developer and the 
Partnership.

    "Development Costs" means any and all costs and expenses 
necessary to (i) cause the construction of the Apartment Complex to be 
completed, in a good and workmanlike manner, free and clear of all 
mechanics', materialmen's or similar liens, in accordance with the 
Plans and Specifications, (ii) equip the Apartment Complex with all 
fixtures as shown on the Plans and Specifications, equipment and 
articles of personal property (including, without limitation, 
refrigerators and ranges), (iii) obtain all required certificates of 
occupancy for the apartment units and other space in the Apartment 
Complex, (iv) pay the Development Fee, (v) finance the construction of 
the Apartment Complex and achieve Permanent Mortgage Commencement in 
accordance with the provisions of the Project Documents, (vi) 
discharge all Partnership liabilities and obligations arising out of 
any casualty generating insurance proceeds for the Partnership, (vii) 
fund any Partnership reserves required (a) hereunder or (b) under any 
of the Project Documents which must be funded prior to the Completion 
Date, (viii) repay and discharge the Construction Loan, and (ix) pay 
any other costs or expenses necessary to achieve the Completion Date 
and Permanent Mortgage Commencement.

    "Development Fee" means the fees payable by the Partnership to 
the Developer pursuant to the terms of  the Development Agreement for 
its services in connection with the development and rehabilitation of 
the Apartment Complex.

    "Disposition" (including the forms Dispose and Disposing) means, 
as to a specified Partner, the assignment, sale, transfer, exchange or 
other disposition of all or any part of its Interest.

    "Disposition Agreement" means the Disposition and Development 
Agreement, dated as of ___________________ __, 19__, by and between 
the Credit Agency and the Partnership, as may be amended from time to 
time.

    "Disposition Fee" means the fees payable pursuant to the terms 
of the Disposition Agreement.

    "Due Diligence Recommendations" means Exhibit C attached hereto 
and made a part hereof.

    "Economic Risk of Loss" has the meaning set forth in Treasury 
Regulation Section 1.752-2.

    "Eligible Basis" has the meaning set forth in Section 42(d) of 
the Code.

    "Entity" means any Person, general partnership, limited 
partnership, limited liability company, corporation, joint venture, 
trust, business trust, cooperative or association.

    "Event of Bankruptcy" means with respect to any Person,

    (i)  the entry of a decree or order for relief by a court 
having jurisdiction in respect of such Person in an 
involuntary case under the federal bankruptcy laws, as now 
or hereafter constituted, or any other applicable federal 
or state bankruptcy, insolvency or other similar law, or 
appointing a receiver, liquidator, assignee, custodian, 
trustee, sequestrator (or similar official) of such Person 
or for any substantial part of his property, or ordering 
the winding-up or liquidation of his affairs and the 
continuance of any such decree or order unstayed and in 
effect for a period of sixty (60) consecutive days;

    (ii) the commencement by such Person of a voluntary case under 
the federal bankruptcy laws, as now constituted or 
hereafter amended, or any other applicable federal or 
state bankruptcy, insolvency or other similar law, or the 
consent by him to the appointment of or taking possession 
by a receiver, liquidator, assignee, trustee, custodian, 
sequestrator (or similar official) of such Person or for 
any substantial part of his property, or the making by him 
of any assignment for the benefit of creditors, or the 
taking of corporate action by the Person in furtherance of 
any of the foregoing; or

    (iii)     the commencement against such Person of an involuntary 
case under the federal bankruptcy laws, as now constituted 
or hereafter amended, which has not been vacated, 
discharged or bonded within sixty (60) consecutive days.

    "Event of Default" shall have the meaning set forth in 
Section 5.1(h).
    "Extended Use Agreement" means the extended use housing 
commitment to be executed by the Partnership in accordance with the 
requirements of the Credit Agency and the provisions of 
Section 42(h)(6)(A) of the Code.

    "Filing Office" means the Office of the Secretary of State of 
the State of New York.

    "Fiscal Year" means the twelve (12)-month period which begins on 
the first day of January and ends on the thirty-first day of December 
of each calendar year (or ends on the date of final dissolution for 
the year in which the Partnership is wound up or dissolved) including, 
without limitation, such partial year as may be applicable.

    "General Partner" means 70 W 128 Corp., a New York corporation, 
and any Person who becomes a General Partner as provided herein, in 
its capacity as a general partner of the Partnership.  At any and all 
times where there is more than one General Partner, the term General 
Partner shall mean such General Partners.

    "Governmental Authority" means the Credit Agency or any other 
federal, state or local governmental authority having jurisdiction 
over the particular matter to which reference is being made.  

    "Gross Asset Value" means, with respect to any asset, the 
asset's adjusted basis for federal income tax purposes, except as 
follows:

    (i)  The initial Gross Asset Value of any asset contributed by 
a Partner to the Partnership shall be the gross fair 
market value of such asset, as determined by the 
contributing Partner and the Partnership;

    (ii) The Gross Asset Values of all Partnership assets shall be 
adjusted to equal their respective gross fair market 
values, as determined by the General Partner, as of the 
following times:  (a) 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; (b) 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 (c) the liquidation of the Partnership 
within the meaning of Section 1.704-1(b)(2)(ii)(g) of the 
Allocation Regulations; provided, however, that the 
adjustments pursuant to clauses (a) and (b) above shall be 
made 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;

    (iii)     The Gross Asset Value of any Partnership asset distributed 
to any Partner shall be the gross fair market value of 
such asset on the date of distribution; and

    (iv) 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 Section 1.704-1(b)(2)(iv)(m) 
of the Allocation Regulations and Section 4.1 hereof; 
provided, however, that Gross Asset Values shall not be 
adjusted pursuant to this clause (iv) to the extent that 
the General Partner determines that an adjustment pursuant 
to clause (ii) hereof is necessary or appropriate in 
connection with a transaction that would otherwise result 
in an adjustment pursuant to this clause (iv).

    If the Gross Asset Value of an asset has been determined or 
adjusted pursuant to Section (i), (ii) or (iv) hereof, such Gross 
Asset Value shall thereafter be adjusted by the depreciation taken 
into account with respect to such asset for purposes of computing 
Profits or Losses. 

    "Guarantor" means Xxxx X. Xxxxxxxx, and his successors.

    "Guaranty" means the Guaranty, dated as of October __, 1996, of 
the Guarantor of certain of the obligations of the General Partner 
hereunder and of the Developer as set forth in the Development 
Agreement, as amended.

    "Hazardous Material" has the collective meanings given to the 
terms "hazardous material", "hazardous substances", "hazardous 
wastes", toxic substances" and analogous terms, in the Federal 
Comprehensive Environmental Response, Compensation and Liability Act 
of 1980, 42 U.S.C. Sec. 9601 et seq., as amended, and to the term 
"radioactive materials" in the context of the Atomic Energy Act, 28 
U.S.C. Sec. 2344, and also includes any meanings given to such terms 
in any similar state or local statutes, ordinances, regulations or by-
laws.

    "Immediate Family" means with respect to any Person, such 
Person's spouse, parents, parents-in-law, descendants, nephews, 
nieces, brothers, sisters, brothers-in-law, sisters-in-law, children, 
children-in-law, grandchildren and grandchildren-in-law.

    "Includable Items" shall have the meaning set forth in 
Section 6.11.

    "Initial Adjustment Date" shall have the meaning set forth in 
Section 5.1(e).

    "Initial 100% Occupancy Date" means the first date on which not 
less than 100% of the 18 apartment units in the Apartment Complex 
shall have been leased to, and not less than 100% of such apartments 
units shall be physically occupied by tenants on such date meeting the 
terms of the Minimum Set-Aside Test under executed leases at rentals 
meeting the requirements of the Rent Restriction Test.

    "Initial Operating Period" means the period commencing on 
Completion Date and ending on the last day of the sixtieth  (60th) 
month following such date.

    "Inspecting Consultant" means the consultant retained by any 
Lender (including, without limitation, the Construction Lender) to 
monitor the progress of the rehabilitation of the Apartment Complex 
and to certify as to the completion of such construction.

    "Installment" means an installment of the Investment Limited 
Partner's Capital Contribution paid or payable to the Partnership 
pursuant to Section 5.1.
    "Interest" means the entire 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.

    "Invested Amount" means (i) as to the Investment Limited 
Partner, an amount equal to the Capital Contribution of the Investment 
Limited Partner divided by .73 and (ii) as to any other Partner, an 
amount equal to its paid-in Capital Contribution.

    "Investment General Partner" means Boston Capital Associates IV 
L.P., a Delaware limited partnership, in its capacity as the general 
partners of the Investment Limited Partner, and any other Person who 
may become a successor or additional general partner of the Investment 
Limited Partner.

    "Investment Limited Partner" means BCTCF and any Person or 
Persons who replace it as Substituted Limited Partner, but shall not 
include any Additional Limited Partner.

    "Investment Partnership Agreement" means the Agreement of 
Limited Partnership of the Investment Limited Partner, as amended from 
time to time.

    "Lender" means any Person (other than the General Partner or its 
Affiliates) who makes a loan to the Partnership, whether or not such 
loan is secured by a Mortgage, or  the successors and assigns of such 
Person in such capacity.

    "Lender Estoppel Letter" means a letter to be issued to the 
Partnership by each Lender to the Project at the time of payment of 
the Second Installment stating that all a mounts currently due and 
owing to such Lender by the Partnership have been paid in full and 
that there are no existing defaults in connection with such debt 
obligations which have been noticed.

    "Limited Partners" means the Investment Limited Partner, the 
Special Limited Partner and any Additional Limited Partner.

    "Liquidating Event" shall have the meaning set forth in Section 
2.4.

    "Managing General Partner" means any Person designated as such 
pursuant to the provisions of Section 6.4.  

    "Management Agent" means POKO Management Corp., a New York 
corporation in its capacity as the initial management and rental agent 
for the Apartment Complex, and any successor management and rental 
agent designated or appointed at any time.

    "Management Agreement" means the agreement between the 
Partnership and the Management Agent providing for the management of 
the Apartment Complex.

    "Management Fee" means the Management Fee to which reference is 
made in Section 11.1.

    "Material Agreement" means any agreement to which the 
Partnership is a party or to which the Apartment Complex is subject, 
the termination of which would have a material adverse impact on the 
Apartment Complex or the business and operations of the Partnership.

    "Material Event" means the occurrence of any of the following 
events:

    (i)  a material breach by a General Partner (or any 
of its Affiliates) in the performance of any of its 
obligations under this Agreement, or any of the Material 
Agreements after delivery of written notice thereof to the 
General Partner which shall have 30 days from the date of 
delivery to cure and provided the General Partner is 
diligently pursuing a cure, such additional period as may 
be reasonably necessary to effect a cure but in no event 
to exceed 180 days;

    (ii) a Terminating Event as to any General Partner 
or an Event of Bankruptcy as to the Partnership;

    (iii)     a material violation by any General Partner of 
its fiduciary duties as a General Partner of the 
Partnership;

    (iv) a violation by any General Partner of any law, 
regulation or order applicable to the General Partner or 
the Partnership which has or may have a material adverse 
effect on the Partnership or the Apartment Complex;

    (v)  a material breach by the Partnership or any 
General Partner  (or any of their respective Affiliates) 
under any Project Document or other material agreement or 
document affecting the Partnership or the Apartment 
Complex after delivery of written notice thereof to the 
General Partner which shall have 30 days from the date of 
delivery to cure and provided the General Partner is 
diligently pursuing a cure, such additional period as may 
be reasonably necessary to effect a cure but in no event 
to exceed 180 days;

    (vi) the failure to achieve the Completion Date by 
December 31, 1997;

    (vii)     the failure to begin the Credit Period by 
January 1, 1998; 

    (viii)    the commencement of foreclosure 
proceedings with respect to any Mortgage, which have not 
been withdrawn or dismissed within one hundred twenty 
(120) days after the date of such commencement;  

    (ix) the failure of the General Partner to make any 
payment required to be made to the Investment Limited 
Partner pursuant to the provisions of Section 5.1(e) or 
(f) after delivery of written notice thereof to the 
General Partner which shall have 30 days from the date of 
delivery to cure and provided the General Partner is 
diligently pursuing a cure, such additional period as may 
be reasonably necessary to effect a cure but in no event 
to exceed 180 days; or

    (x)  the fraud, bad faith, gross negligence, or 
willful misconduct by a General Partner.

    "Minimum Set-Aside Test" means the set aside test selected by 
the Partnership pursuant to Section 42(g) of the Code whereby at least 
40% of the units in the Apartment Complex must be occupied by 
individuals with incomes equal to 60% or less of area median income, 
as adjusted for family size.

    "Mortgage" means  any mortgage indebtedness of the Partnership 
evidenced by any Note and secured by any mortgage on the Apartment 
Complex from the Partnership to any Lender; and, where the context 
admits, the term "Mortgage" shall mean and include any of the 
mortgages securing said indebtedness and any other documents 
pertaining to said indebtedness which were required by the Lender as a 
condition to making such Mortgage Loan.  In case any Mortgage is 
replaced by any subsequent mortgage or mortgages, such term shall 
refer to any such subsequent mortgage or mortgages.  The term 
"mortgage" means any mortgage, mortgage deed, deed of trust, deed to 
secure debt or any similar security instrument, and "foreclose" and 
words of like import include the exercise of a power of sale under a 
mortgage or comparable remedies.

    "Mortgage Loan" means a loan to the Partnership made by any 
Lender and secured by a Mortgage.

    "Mortgage Loan Documents" means the Construction Loan Documents 
and/or the Permanent Loan Documents, as the context may require.

    "Nonrecourse Debt" or "Nonrecourse Liability" means any 
indebtedness for which none of the Partners has any Economic Risk of 
Loss other than through his or its interest in the Partnership 
Property securing such indebtedness, as defined in Section 1.752-
1(a)(2) of the Allocation Regulations.

    "Nonrecourse Deductions" has the meaning set forth in Section 
1.704-2(b)(1) of the Allocation Regulations.

    "Note" means and includes any Note from the Partnership to a 
Lender evidencing a Mortgage Loan, and shall also mean and include any 
Note supplemental to said original Note issued to a Lender or any Note 
issued to a Lender in substitution for any such original Note.

    "Operating Deficit" means, for any specified period of time, the 
amount by which the Cash Receipts of the Partnership are less than the 
amount necessary to pay all Cash Expenditures of the Partnership.  

    "Operating Profits or Losses" means, with respect to any Fiscal 
Year, the Profits or Losses of the Partnership for such Fiscal Year 
other than Profits or Losses from a Capital Transaction.

    "Operating Reserve" shall have the meaning set forth in Section 
6.5(e)(ii).  

    "Original Limited Partner" has the meaning set forth in the 
Preliminary Statement.

    "Partner" means any General Partner or Limited Partner.

    "Partner Nonrecourse Debt" has the meaning set forth in Section 
1.704-2(b)(4) of the Allocation Regulations.

    "Partner Nonrecourse Debt Minimum Gain" has the meaning set 
forth in Sections 1.704-2(i)(2) and (3) of the Allocation Regulations.

    "Partner Nonrecourse Deductions" has the meaning set forth in 
Section 1.704-2(i)(1) of the Allocation Regulations.

    "Partnership" means the limited partnership continued pursuant 
to this Agreement.

    "Partnership Management Fee" shall have the meaning set forth in 
Section 6.12(c).

    "Partnership Minimum Gain" has the meaning set forth in Section 
1.704-2(d) of the Allocation Regulations.

    "Percentage Interests" means the interests of the Partners in 
Profits and Losses, tax-exempt income, non-deductible, non-
capitalizable expenditures and Tax Credits, as set forth in 
Schedule A.

    "Permanent Certificate of Occupancy" means 
_______________________________.

    "Permanent Lender" means Chase Community Development Corporation 
or any other Lender providing permanent financing for the Apartment 
Complex who has been approved by the Special Limited Partner and the 
General Partner, except as otherwise provided in Section 3.2.

    "Permanent Loan" means any permanent loan provided by the 
Permanent Lender to the Partnership pursuant to the terms of the 
Permanent Loan Documents.  

    "Permanent Loan Conditions" means, with respect to a proposed 
Permanent Loan, that (a) such Permanent Loan (i) has a term of not 
less than 30 years, (ii) has an amortization schedule not longer than 
30 years, (iii) is in a principal amount of not more than $550,000 and 
(b) when such Permanent Loan is in place, the Debt Service Coverage 
Ratio of the Partnership is projected to be not less than 1.15 to 
1.00.

    "Permanent Loan Documents" means the Permanent Note, the 
Permanent Mortgage and all other documents executed and/or delivered 
in connection with the Permanent Loan.

    "Permanent Mortgage" means the Mortgage securing the 
Partnership's obligations under the Permanent Note.

    "Permanent Mortgage Commencement" means the payment and 
discharge of the Construction Loan and the execution and delivery of 
the Permanent Loan Documents.

    "Permanent Note" means the Promissory Note to be executed by the 
Partnership to evidence its obligations with respect to the Permanent 
Loan, which Note shall be secured by the Permanent Mortgage.

    "Person" means any individual or Entity.

    "Plans and Specifications" means the plans and specifications 
for the rehabilitation of the Apartment Complex, including, without 
limitation, specifications for materials, and all amendments and 
modifications thereof which are approved in accordance with the 
Project Documents.

    "Prime Rate" means the rate of interest announced from time to 
time by the Wall Street Journal as its prime rate.

    "Profits or Losses" shall have the meaning set forth in Section 
10.4(b)(v).

    "Project Documents" means and includes the Mortgage Loan 
Documents, this Agreement, the Development Agreement, the Extended Use 
Agreement, the Guaranty, the Disposition Agreement, the Management 
Agreement, all other instruments executed by the Partnership, the 
General Partner or an Affiliate of the General Partner and delivered 
to (or required by) any Lender and all other documents relating to the 
Apartment Complex and by which the Partnership is bound, as amended or 
supplemented from time to time.

    "Projected Credit" means $174,182 per annum for each of the 
Fiscal Years 1997 through 2006 (inclusive),  provided further that 
upon the occurrence of any of the events described in Section 5.1(e), 
the Projected Credit shall thereafter be the Revised Projected Credit.

    "Projected Rents" means the rents described in Exhibit B 
attached hereto and made a part hereof.

    "Qualified Basis" has the meaning set forth in Section 42(c) of 
the Code.

    "Qualified Income Offset Item" means (1) an allocation of loss 
or deduction that, as of the end of each year, reasonably is expected 
to be made (a) pursuant to Section 704(e)(2) of the Code to a donee of 
an interest in the Partnership, (b) pursuant to Section 706(d) of the 
Code as the result of a change in any Partner's Interest, or 
(c) pursuant to Treasury Regulation Section 1.751-1(b)(2)(ii) as the 
result of a distribution by the Partnership of unrealized receivables 
or inventory items and (2) a distribution that, as of the end of such 
year, reasonably is expected to be made to a Partner to the extent it 
exceeds offsetting increases to such Partner's Capital Account which 
reasonably are expected to occur during or prior to the Partnership 
taxable year in which such distribution reasonably is expected to 
occur.

    "Reconstitution Period" shall have the meaning set forth in 
Section 7.2(b).

    "Reduction Amount" shall have the meaning set forth in 
Section 5.1(f).

    "Reduction Year" shall have the meaning set forth in 
Section 5.1(f).

    "Regulations" means the rules and regulations applicable to the 
Apartment Complex or the Partnership of the Credit Agency, the City of 
New York and any other Governmental Authority having jurisdiction over 
the Partnership and/or the Apartment Complex.

    "Related Person" means a Person related to a Partner within the 
meaning of Treasury Regulation Section 1.752-4(b).

    "Rental Achievement" means the first time following three (3) 
consecutive full calendar months of operations after the Permanent 
Mortgage Commencement (with each month considered individually) that 
the Apartment Complex generates a 1.15 to 1.00 Debt Service Coverage 
Ratio.

    "Rent Restriction Test" means the test pursuant to Section 42 of 
the Code whereby the gross rent charged to tenants of the low-income 
units in the Apartment Complex may not exceed thirty percent (30%) of 
the qualifying income levels.

    "Replacement Reserve" shall have the meaning set forth in 
Section 6.5(e).

    "Repurchase Amount" shall have the meaning set forth in 
Section 5.2(a).

    "Requisite Approvals" means any required approvals of each 
Lender and Agency to an action proposed to be taken by the 
Partnership.

    "Revised Projected Credit" has the meaning set forth in Section 
5.1(e).

    "Schedule A" means Schedule A to this Agreement, as amended from 
time to time.

    "Service" means the Internal Revenue Service.

    "Share of Partner Nonrecourse Debt Minimum Gain" means, for each 
Partner an amount equal to his or its "share of partner nonrecourse 
debt minimum gain" as determined in accordance with Section 1.704-
2(i)(5) of the Allocation Regulations.

    "Share of Partnership Minimum Gain" means for each Partner, an 
amount equal to his or its "share of partnership minimum gain" as 
determined in accordance with Section 1.704-2(g) of the Allocation 
Regulations.

    "Site" has the meaning given to it in the Federal Comprehensive 
Environmental Response, Compensation and Liability Act of 1980, 42 
U.S.C. Sec. 9601 et seq., as amended, and shall also include any 
meaning given to it in any similar state or local statutes, 
ordinances, regulations or by-laws.

    "Special Limited Partner" means BCTC '94, and any Person who 
becomes a Special Limited Partner as provided herein, in its capacity 
as a special limited partner of the Partnership.

    "Specified Proceeds" means (i) the proceeds of all Mortgage 
Loans, (ii) the net rental income, if any, generated by the Apartment 
Complex prior to Permanent Mortgage Commencement which is permitted by 
the Lenders to be applied to the payment of Development Costs, (iii) 
the Capital Contributions of the Investment Limited Partner, (iv) the 
Capital Contributions of the General Partner in the amounts set forth 
in Schedule A as of the Admission Date, and (v) any insurance proceeds 
arising out of casualties occurring prior to Permanent Mortgage 
Commencement.

    "State" means the State of New York.

    "State Designation" means the date on which the Partnership 
receives an allocation in proper form pursuant to Section 42 of the 
Code from the Credit Agency of 1995 Tax Credits, as evidenced by the 
execution by or on behalf of the Credit Agency of one or more Form(s) 
8609.  For the purposes of determining State Designation, each 
building in the Apartment Complex shall be treated as having received 
an allocation of Tax Credit in an amount equal to the lesser of 
(i) the amount of Tax Credit carryover allocation received from the 
Credit Agency as to such building or (ii) the amount of Tax Credits 
set forth on the Form 8609 as to such building.

    "Subordinated Loan" means any loan made by the General Partner 
to the Partnership pursuant to Section 6.5(e) or Section 6.10.

    "Subordinated Loan Period" shall have the meaning set forth in 
Section 6.5(e).

    "Substituted Limited Partner" means any Person who is admitted 
to the Partnership as Limited Partner under Section 8.2 or acquires 
the Interest of a Limited Partner pursuant to Section 5.2.

    "Syndication Expenses" means all expenditures classified as 
syndication expenses pursuant to Treasury Regulation Section 1.709-
2(b).  Syndication Expenses shall be taken into account under this 
Agreement at the time they would be taken into account under the 
Partnership's method of accounting if they were deductible expenses.

    "Tax Accountants" means Xxxxxxx, Xxxxxx & Xxxxxxxxx of Bethesda, 
Maryland or such other firms of independent certified public 
accountants as may be engaged by the Special Limited Partner to review 
the Partnership income tax returns.

    "Tax Credit" means the low-income housing tax credit described 
in Section 42 of the Code.

    "Tax Credit Set-Aside" means the date on which the Partnership 
received a carryover allocation of 1995 Tax Credits from the Credit 
Agency in an annual dollar amount of not less than $174,182.

    "Tax Liability" means cash sufficient to enable a Partner to 
pay, on an after-tax basis after any taxes imposed or any distribution 
in connection therewith, the taxes projected by such Partner to be 
imposed on it as a result of any relevant Capital Transaction.

    "Terminating Event" means the death or permanent disability of, 
or a Final Determination of insanity or incompetence as to, an 
individual General Partner (unless the Consent of the Special Limited 
Partner to a substitute General Partner is received, and such 
substitute General Partner is admitted to the Partnership by the first 
to occur of (i) the sixtieth day following such event or (ii) such 
earlier date as is necessary to prevent a dissolution of the 
Partnership under the Act), the bankruptcy or dissolution of a General 
Partner, the transfer of all of its Partnership Interest by a General 
Partner, or the voluntary or involuntary withdrawal of the General 
Partner from the Partnership.  For purposes of the foregoing, an 
individual General Partner shall be deemed to be permanently disabled 
if he or she becomes disabled during the term of this Agreement 
through any illness, injury, accident or condition of either a 
physical or psychological nature and, as a result, is unable to 
perform substantially all of his or her duties and responsibilities 
hereunder for one hundred twenty (120) days during any period of three 
hundred sixty-five (365) consecutive calendar days.  Involuntary 
withdrawal shall occur whenever a General Partner may no longer 
continue as a General Partner by law or pursuant to any terms of this 
Agreement.  In the case of a General Partner which is an Entity, a 
transfer of a majority of the voting stock (or other beneficial 
interest) of the General Partner to a Person who is not an Affiliate 
of the General Partner or any Entity constituting the General Partner 
shall be deemed to be a transfer by the General Partner of its 
Partnership Interest.

    "Title Policy" means the owner's title insurance policy, or at 
the option of the Special Limited Partner an endorsement to a pre-
existing owner's policy in favor of the Partnership, with an effective 
date on or after the Admission Date, in the amount of not less than  
the Invested Amount plus the outstanding Partnership indebtedness 
issued by Commonwealth Land Title Insurance Company to the 
Partnership, evidencing the Partnership's ownership of the Apartment 
Complex subject only to such exclusions, exceptions, conditions and 
stipulations as may be approved by the Special Limited Partner in its 
sole discretion and endorsed with a Fairway endorsement and a non-
imputation endorsement.

    "Vessel" has the meaning given to it in the Federal 
Comprehensive Environmental Response, Compensation and Liability Act 
of 1980, 42 U.S.C. Sec. 9601 et seq., as amended, and shall also 
include any meaning given to it in any similar state or local 
statutes, ordinances, regulations or by-laws.

    "Voluntary Loans" shall have the meaning set forth in 
Article IX.

    "Withdrawal" (including the forms Withdraw, Withdrawing and 
Withdrawn) means, as to a General Partner, the occurrence of death, 
adjudication of insanity or incompetence, Event of Bankruptcy, 
dissolution, liquidation, or voluntary or involuntary withdrawal or 
retirement from the Partnership for any reason, including whenever a 
General Partner may no longer continue as a General Partner by law or 
pursuant to any terms of this Agreement.  Withdrawal also shall mean 
the sale, assignment, transfer or encumbrance by a General Partner of 
its interest as a General Partner other than a pledge of assignment by 
a General Partner of its Interest required pursuant to the terms of 
the Construction Loan Documents and as approved in writing by the 
Special Limited Partner.  A General Partner which is a corporation, 
limited liability company or partnership shall be deemed to have sold, 
assigned, transferred or encumbered its interest as a General Partner 
in the event (as a result of one or more transactions) of any sale, 
assignment or other transfer (but specifically excluding any transfer 
occurring pursuant to the laws of descent and distribution) or 
encumbrance of a controlling interest in a corporate or limited 
liability company General Partner or of a general partner interest in 
a General Partner which is a partnership to a Person who is not an 
Affiliate of the General Partner.  For purposes of this definition of 
Withdrawal, the term "controlling interest" shall mean the power to 
direct the management and policies of such Person, directly or 
indirectly, whether through the ownership of voting securities, by 
contract or otherwise.

ARTICLE II

Name and Business

    2.1  Name; Continuation

    The name of the Partnership is 352 Lenox Associates, LP.  The 
Partners agree to continue the Partnership which was formed pursuant 
to the provisions of the Act.

    2.2  Office and Resident Agent

    The principal office of the Partnership is c/x Xxxxxxxx 
Management Corp., 000 Xxxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxxxx, XX 
00000, at which office there shall be maintained those records 
required by the Act to be kept by the Partnership.  The Partnership 
may have such other or additional offices as the General Partner shall 
deem desirable.  The General Partner may at any time change the 
location of the principal office and shall give due notice thereof to 
the Limited Partners, provided that doing so shall not adversely 
affect the Investment Limited Partner for tax purposes.

    2.3  Purpose

    The purpose of the Partnership is to acquire, hold, invest in, 
secure financing for, construct, rehabilitate, develop, improve, 
maintain, operate, lease and otherwise deal with the Apartment 
Complex.  The Partnership shall operate the Apartment Complex in 
accordance with any applicable Regulations.  The Partnership shall not 
engage in any other business or activity.

    2.4  Term and Dissolution

    (a)  The Partnership shall continue in full force and effect 
until December 31, 2046, except that the Partnership shall be 
dissolved and its assets liquidated prior to such date upon the first 
to occur of the following events ("Liquidating Events"):

    (i)  The sale or other disposition of all or 
substantially all of the assets of the Partnership;

    (ii) The Withdrawal of  a General Partner, unless the 
Partnership is continued as provided in Section 7.2(a);

    (iii)     The election to dissolve the Partnership made in 
writing by the General Partner with the Consent of the 
Investment Limited Partner and any Requisite Approvals;

    (iv) The entry of a final decree of dissolution of the 
Partnership by a court of competent jurisdiction; or

    (v)  Any other event which causes the dissolution of the 
Partnership under the Act if the Partnership is not 
reconstituted pursuant to the provisions of Section 7.2 or 
Section 7.3.

    (b)  Upon the dissolution of the Partnership, the General 
Partner (or for purposes of this paragraph, its trustees, receivers or 
successors) shall cause the cancellation of the Certificate and shall 
liquidate the Partnership assets and apply and distribute the proceeds 
thereof in accordance with the provisions of Section 10.3, unless the 
Investment Limited Partner elects to reconstitute the Partnership and 
continue its business as provided in Section 7.2 or 7.3, in which case 
the Partnership assets shall be transferred to the new Partnership as 
provided in such Section.  Notwithstanding the foregoing, if, during 
liquidation, the General Partner shall determine that an immediate 
sale of part or all of the Partnership's assets would be 
impermissible, impractical or cause undue loss to the Partners, the 
General Partner may defer liquidation of, and withhold from 
distribution for a reasonable time, any assets of the Partnership 
except those necessary to satisfy Partnership debts and obligations 
(other than Subordinated Loans).

ARTICLE III

        Mortgage, Refinancing and Disposition of Property

    3.1  Personal Liability

    The Partnership hereby ratifies and confirms that (i) the 
General Partner was authorized to obtain the Construction Loan to 
finance the acquisition, development and construction of the Apartment 
Complex and to secure the Construction Loan by the Construction 
Mortgage and (ii) the General Partner and its Affiliates, jointly and 
severally, were authorized to incur personal liability for the 
repayment of funds advanced by the Construction Lender (and interest 
thereon) pursuant to the Construction Loan Documents.  However, from 
and after the date of Permanent Mortgage Commencement, neither the 
General Partner nor any Related Person shall at any time bear, nor 
shall the General Partner permit any other Partner or any Related 
Person to bear, the Economic Risk of Loss for the payment of any 
portion of any Mortgage Loan unless, prior to the effectiveness of the 
transaction in which such Economic Risk of Loss is created or assumed, 
the General Partner shall have obtained, at the expense of the 
Partnership, an opinion from reputable tax counsel, in form and 
substance reasonably satisfactory to the Special Limited Partner, to 
the effect that such Economic Risk of Loss will not result in the 
reallocation of Tax Credits or Losses from the Investment Limited 
Partner and the Special Limited Partner to the General Partner.  The 
General Partner shall cause the Partnership to elect promptly, to the 
extent permitted and in the manner prescribed by any Agency or Lender 
having jurisdiction, that all debt service payments made by the 
Partnership to the holder of the Permanent Mortgage shall be applied 
first to interest determined at the stated rate set forth in the 
Permanent Note, and then to principal due with respect to the 
Permanent Note.

    3.2  Refinancings

    The Partnership may decrease, increase or refinance any Mortgage 
Loan and may make any required transfer or conveyance of Partnership 
assets for security or mortgage purposes, provided, however, any such 
decrease, increase or refinancing of any Mortgage (except for the 
discharge of the Construction Loan in accordance with the Construction 
Loan Documents and the borrowing of the original principal amount of 
the Permanent Loan) may be made by the General Partner only with the 
Consent of the Special Limited Partner.

    3.3  Sale of Assets

    The Partnership may sell, lease, exchange or otherwise transfer 
or convey all or substantially all the assets of the Partnership only 
with the Consent of the Special Limited Partner.  Notwithstanding the 
foregoing and except as set forth in Section 6.2(a)(vi), no Consent of 
the Special Limited Partner shall be required for the execution and 
delivery of the Construction Loan Documents, the leasing of apartments 
to tenants in the normal course of operations or the leasing of all or 
substantially all the apartments to a public housing authority at 
rents satisfactory to any Agency or Lender as expressed in writing, 
provided (subject to the Rent Restriction Test) that such rents are 
not less than the Projected Rents.

    3.4  Real Estate Commissions

    The total compensation to all Persons for the sale of the 
Apartment Complex shall be limited to a Competitive Real Estate 
Commission, which in no event shall exceed six percent (6%) of the 
contract price for the sale of the Apartment Complex.

ARTICLE IV

Partners; Capital

    4.1  Capital and Capital Accounts

    (a)  The capital of the Partnership shall be the aggregate 
amount of the cash and the Gross Asset Value of property contributed 
by the General Partner and by the Limited Partners as set forth in 
Schedule A.  No interest shall be paid by the Partnership on any 
Capital Contribution to the Partnership.  Schedule A shall be amended 
from time to time to reflect the withdrawal or admission of Partners, 
any changes in the Partnership Interests held by a Partner arising 
from the transfer of an Interest to or by such Partner and any change 
in the amounts to be contributed or agreed to be contributed by any 
Partner.  No Partner shall have the right to withdraw or receive a 
return of any of its Capital Contributions except as set forth in this 
Agreement. Further, no Partner shall have any right of partition.

    (b)  An individual Capital Account shall be established and 
maintained for each Partner, including any additional or substituted 
Partner who shall hereafter receive an interest in the Partnership.  
The Capital Account of each Partner shall be maintained in accordance 
with the following provisions:

    (i)  To each Partner's Capital Account there shall be 
credited such Partner's Capital Contributions, such Partner's 
distributive share of Profits, and any items in the nature of 
income or gain that are specially allocated pursuant to Section 
10.4 hereof, and the amount of any Partnership liabilities that 
are assumed by such Partner or that are secured by any 
Partnership Property distributed to such Partner;

    (ii) To each Partner's Capital Account there shall be 
debited the amount of cash and the Gross Asset Value of any 
Partnership Property distributed to such Partner pursuant to any 
provision of this Agreement, such Partner's distributive share 
of Losses, and any items in the nature of expenses or losses 
that are specially allocated pursuant to Section 10.4 hereof, 
and the amount of any liabilities of such Partner that are 
assumed by the Partnership or that are secured by any property 
contributed by such Partner to the Partnership.

         In the event that the Gross Asset Values of Partnership 
assets are adjusted pursuant to this Agreement, the Capital Accounts 
of all Partners shall be adjusted simultaneously to reflect the 
aggregate net adjustment as if the Partnership recognized gain or loss 
equal to the amount of such aggregate net adjustment.

    (c)  The original Capital Account established for any Assignee 
(as hereinafter defined) shall be in the same amount as, and shall 
replace, the adjusted Capital Account of the Partner which such 
Assignee succeeds, and, for the purpose of the Agreement, such 
Assignee shall be deemed to have made the Capital Contribution, to the 
extent actually paid in, of the Partner which such Assignee succeeds.  
The term "Assignee," as used in this paragraph, shall mean a Person 
who shall become entitled to receive a share of the Profits, Losses, 
Tax Credits and distributions of the Partnership by reason of such 
Person succeeding to the Interest of a Partner by assignment of all or 
any part of an Interest.  To the extent an Assignee receives less than 
100% of the Interest of a Partner, such Assignee's Capital Account and 
Capital Contribution shall be in proportion to the Partnership 
Interest such Assignee receives, and the Capital Account and Capital 
Contribution of the Partner who retains a partial interest in the 
Partnership shall continue, and not be replaced, in proportion to the 
Partnership Interest such Partner retains.

    (d)  The foregoing provisions and other provisions of this 
Agreement relating to the maintenance of the Capital Accounts are 
intended to comply with the Allocation Regulations, and shall be 
interpreted and applied in a manner consistent with such Allocation 
Regulations.

    4.2  General Partner

    (a)  The name, address and Capital Contribution of the General 
Partner are as set forth on Schedule A.

    (b)  The General Partner has contributed or will contribute 
contemporaneously with the execution hereof $100 to the capital of the 
Partnership.

    4.3  Investment Limited Partner, Special Limited Partner and 
Original Limited Partner

    (a)  The Original Limited Partner hereby withdraws as a limited 
partner of the Partnership and acknowledges that it no longer has any 
Interest in, or rights or claims against, the Partnership as a Partner 
as of the Admission Date.

    (b)  Each of the Special Limited Partner and the Investment 
Limited Partner is hereby admitted to the Partnership as a Limited 
Partner in substitution for the Original Limited Partner as of the 
Admission Date and agrees to be bound by the terms and provisions of 
the Project Documents and this Agreement.  The name and address of the 
Investment Limited Partner and the Special Limited Partner are as set 
forth on Schedule A.

    (c)  Except as otherwise specifically set forth in Sections 4.5 
or 7.4, the General Partner shall have no authority to admit 
additional Limited Partners without the Consent of the Investment 
Limited Partner.

    4.4  Liability of the Limited Partners

    Except as provided under the Act, neither the Investment Limited 
Partner, the Special Limited Partner nor any Person who becomes an 
Additional Limited Partner shall be liable for any debts, liabilities, 
contracts or obligations of the Partnership; such Persons shall be 
liable only to pay their respective Capital Contributions as and when 
the same are due hereunder and under the Act.  After its Capital 
Contribution shall be fully paid, no Limited Partner shall, except as 
otherwise required by the Act, be required to make any further capital 
contributions or payments or lend any funds to the Partnership.

    4.5  Special Rights of the Special Limited Partner

    (a)  Notwithstanding any other provisions herein (other than 
Section 13.8), to the extent the law of the State is not inconsistent, 
the Special Limited Partner shall have the right, subject to any 
Requisite Approvals, to:

    (i)  amend this Agreement provided, however, that no such 
amendment affect the rights (including, without limitation, the 
right to receive any fees, allocable share of Cash Flow or other 
distributions, or Profits or Losses and Tax Credits hereunder) 
or increase any of the liabilities or obligations of any General 
Partner without its prior written consent, including, without 
limitation, the Special Limited Partner shall not have the right 
to amend this Agreement so as to decrease the amount of any 
Installment or the aggregate Capital Contribution without the 
prior written consent of the Construction Lender or Permanent 
Lender, as applicable;

    (ii) dissolve the Partnership provided, however, that 
such dissolution shall not be caused by the Special Limited 
Partner unless the General Partner has violated a material 
provision of any Project Document, which violation has not been 
cured within any applicable cure period specified or within 30 
days if no cure period is specified, to be extended up to no 
more than 120 days if such cure is being diligently pursued and 
cannot be effected within such applicable (or 30-day) cure 
period;

    (iii)     remove any General Partner and elect a new General 
Partner (A) on the basis of the performance and discharge of 
such General Partner's obligations constituting fraud, bad 
faith, gross negligence, wilful misconduct or intentional breach 
of fiduciary duty, or (B) upon the occurrence of a Material 
Event.

    (iv) continue the business of the Partnership with a 
substitute General Partner, provided that the General Partner 
has been removed pursuant to Section 4.5(a)(iii) above; and

    (v)  approve or disapprove the sale of all or 
substantially all of the assets of the Partnership.

    (b)  Upon the removal of a General Partner for cause pursuant 
to Section 4.5(a)(iii), 

    (i)  without any further action by any Partner, the 
Special Limited Partner shall cause an Affiliate 
automatically to become a General Partner (the "Substitute 
General Partner") and acquire in consideration of a cash 
payment of $100 such portion of the Interest of the 
removed General Partner as counsel to the Special Limited 
Partnership shall determine is the minimum appropriate 
interest in order to assure the continued status of the 
Partnership as a partnership under the Code and under the 
Act, 

    (ii) the remaining portion of the economic Interest 
of the removed General Partner shall automatically be 
forfeited to the Partnership, not as a penalty but as 
liquidated damages to compensate the Partnership for the 
action of such General Partner leading to its removal, or 
for the fact of its violation of the terms of this 
Agreement, and

    (iii)     the Substitute General Partner shall 
automatically be irrevocably delegated all of the powers 
and duties of the General Partners pursuant to Section 
6.13.  A General Partner so removed will not be liable as 
a general partner for any obligations of the Partnership 
incurred after the effective date of its removal.  Each 
General Partner hereby grants to the Special Limited 
Partner an irrevocable (to the extent permitted by 
applicable law) power of attorney coupled with an interest 
to execute and deliver any and all documents and 
instruments on behalf of such General Partner and the 
Partnership as the Special Limited Partner may deem to be 
necessary or appropriate in order to effect the provisions 
of this Section 4.5 and to enable the new General Partner 
to manage the business of the Partnership.

    (c)  The General Partner is hereby required, within ten (10) 
days after its receipt of any offer to purchase the Apartment Complex 
or all of the Interests in the Partnership, to send a copy of such 
offer (or a written description of any such oral offer) to each of the 
Limited Partners.  In connection with any proposed sale of the 
Apartment Complex, the Special Limited Partner (or its designee) shall 
have the right to (i) receive and review copies of all documents 
relating to the proposed sale, (ii) participate in the negotiations of 
the terms and conditions of the proposed sale, (iii) meet with the 
proposed purchaser, (iv) solicit proposals for alternative offers for 
the Apartment Complex, and (v) provide such other services in 
connection with the proposed sale as it deems to be appropriate.

    4.6  Meetings

    The General Partner or Limited Partners holding more than ten 
percent (10%) of the then outstanding Limited Partner Interests may 
call meetings of the Partnership for any matters for which the Limited 
Partners may vote as set forth in this Agreement.  A list of the names 
and addresses of all Limited Partners shall be maintained as part of 
the books and records of the Partnership and shall be made available 
upon request to any Limited Partner or his representative at his cost.  
Upon receipt of a written request either in person or by certified 
mail stating the purpose(s) of the meeting, the General Partner shall 
provide all Limited Partners within ten (10) days after receipt of 
said request, written notice of a meeting and the purpose of such 
meeting to be held on a date not less than fifteen (15) nor more than 
sixty (60) days after receipt of said request, at a time convenient to 
the Limited Partners. All meetings shall be held at the principal 
office of the Partnership or such other location as is reasonably 
designated by the General Partner.

ARTICLE V

Capital Contributions of the Investment Limited Partner
and the Special Limited Partner 
    5.1  Payments

    (a)  The Special Limited Partner's Capital Contribution of $10 
shall be paid in full in cash on the Admission Date.  The Investment 
Limited Partner's Capital Contribution shall be paid in cash 
installments (the "Installments"), as follows:

    (i)  $569,043 (the "First Installment") on the latest of 
(A) the Admission Date, (B) the closing of the Construction 
Loan, (C) the Permanent Loan Commitment Date, (D) Tax Credit 
Set-Aside or (E) the Construction Permitting Date;

    (ii) $258,660  (the "Second Installment"), on the latest 
of (A) the Completion Date, (B) Cost Certification, 
(C) compliance with Due Diligence Recommendations, (D) receipt 
of an updated Title Policy with dollar amount coverage 
satisfying the Title Policy definition and in form and substance 
substantially the same as that attached hereto as Exhibit D 
reasonably satisfactory to the Special Limited Partner, 
(E) receipt of the Contractor Payoff Letter, (F) receipt of 
Lender Estoppel Letter, or (G) satisfaction of all the 
conditions to the payment of the First Installment;

    (iii)     $155,196 (the "Third Installment") on the latest of 
(A) the Initial 100% Occupancy Date, (B) Permanent Mortgage 
Commencement, (C) State Designation, (D) Rental Achievement, 
(E) receipt by the Partnership of a Permanent Certificate of 
Occupancy for the Project, or (F) satisfaction of all of the 
conditions of the First and Second Installments;

    (iv) $51,732 ("Fourth Installment") on the latest of 
(A) receipt by the Investor Limited Partner of a tax return and 
audited financial statement for the year in which Rental 
Achievement occurred, or (B) satisfaction of all of the 
conditions of the payment of the First, Second and Third 
Installments. 

provided, however, that (x) the General Partner shall give the 
Investment Limited Partner not less than twenty-one (21) days' written 
notice prior to the due date of each Installment subsequent to the 
First Installment, and (y) no Installment shall be due unless and 
until all conditions to the payment of all prior Installments have 
been satisfied.

    (b)  The obligation of the Investment Limited Partner to pay 
each Installment is conditioned upon delivery by the General Partner 
to the Investment Limited Partner of a written certificate (the 
"Payment Certificate") stating that as of the date of such certificate 
(i) all the conditions to the payment of such Installment have been 
satisfied, (ii) all representations and warranties of the General 
Partner contained in this Agreement are true and correct and (iii) no 
event has occurred which suspends or terminates the obligations of the 
Investment Limited Partner to pay Installments under this Agreement 
which has not been cured as herein provided, (iv) no event has 
occurred which, with the giving of notice, would oblige the General 
Partner to repurchase the Interests of the Investment Limited Partner 
pursuant to Section 5.2(a).  Except as provided in the final sentence 
of this Section 5.1(b), acceptance by the Partnership of any 
Installment shall constitute a confirmation that, as of the date of 
payment, all such conditions are satisfied and all such 
representations and warranties are true and correct.  The obligation 
of the Investment Limited Partner to pay the First Installment is also 
conditioned upon delivery by the General Partner to the Investment 
Limited Partner of (x) a legal opinion of independent counsel to the 
Partnership, the General Partner, the Developer and the Guarantor, 
which opinion(s) must be satisfactory to the Investment Limited 
Partner as to form, content and identity of counsel and (y) a 
photocopy of a binding commitment, in form and substance satisfactory 
to the Special Limited Partner, to issue the Title Policy and 
endorsements thereto in form and substance satisfactory to the Special 
Limited Partner insuring against all zoning defects of the Apartment 
Complex, a Fairway endorsement and a non-imputation endorsement.  In 
no event shall any Installment become due until all of the conditions 
for all of the Installments listed prior to the Installment in 
question in Section 5.1(a) shall have been satisfied and all of such 
prior Installments shall have become due.  Notwithstanding the 
foregoing, however, if at any time prior to the date when an 
Installment becomes due and payable, the Partnership has an Operating 
Deficit which the General Partner would be required to fund pursuant 
to Section 6.10, then the Investment Limited Partner may, at its 
option, waive the requirement of the delivery of the Payment 
Certificate or any other condition with respect to part or all of such 
Installment and pay such part or all of such Installment, provided 
that the proceeds of the amount so paid are used by the Partnership to 
fully fund such Operating Deficit; provided, however, that if the 
proceeds of such amount so paid are designated in Section 6.12 to be 
used to pay fee(s), then such proceeds shall be utilized to pay such 
fee(s) and the recipient(s) thereof shall be required to, and hereby 
agree to, utilize the proceeds of such fee(s) to fund such Operating 
Deficit, in which case the Investment Limited Partner is hereby 
authorized to directly fund such Operating Deficit, with the funds so 
applied being deemed to have been paid as aforesaid.

    (c)  The Payment Certificate for each Installment shall be 
dated and delivered not less than ten (10) nor more than thirty (30) 
days prior to the due date for such Installment.

    (d)  If, as of the date when an Installment would otherwise be 
due, any statement required to be made in the Payment Certificate for 
such Installment cannot be truthfully made, the General Partner shall 
notify the Investment Limited Partner of the reason why such statement 
would be untrue if made, and the Investment Limited Partner shall not 
be required to pay such Installment; provided, however, that if 
(i) any such statement can subsequently be truthfully made and 
(ii) the Investment Limited Partner shall not have irrevocably lost, 
in the good faith judgment of the Investment General Partner, any 
material tax or other benefits hereunder (other than tax benefits for 
which the Investment Limited Partner has been fully compensated 
pursuant to the provisions of paragraphs (e), (f) and (g) of this 
Section 5.1), then the Investment Limited Partner shall pay such 
Installment to the Partnership thirty (30) days after delivery by the 
General Partner to the Investment Limited Partner of the Payment 
Certificate together with an explanation of the manner in which each 
such statement had become true.  

    (e)  In the event that on or at any time prior to the 
Completion Date (the "Initial Adjustment Date"), the Investment 
Limited Partner shall receive a written certification of the Auditors 
indicating that the aggregate Actual Credit during the Credit Period 
will be less than the aggregate Projected Credit during the Credit 
Period, then (i) the next succeeding Installments of the Capital 
Contributions of the Investment Limited Partner shall be reduced by an 
amount equal to the product of (X) the difference between (1) the 
aggregate Projected Credit during the Credit period and (2) the 
aggregate Actual Credit during the Credit Period and (Y) 0.687, and 
(ii) the Projected Credit for each Fiscal Year shall thereafter be 
redefined to mean the Actual Credit, as so determined (the "Revised 
Projected Credit").  Any such reduction pursuant to this Section 
5.1(e) shall be made first to the Installment, if any, next due to be 
paid by the Investment Limited Partner, and any balance of such amount 
payable by the General Partner in excess of the amount of such 
Installment shall be applied to succeeding Installments, if any, 
provided that if the amount of any such reductions exceeds the sum of 
the remaining Installments, if any, then an amount equal to the amount 
of such excess shall be paid by the General Partner to the Investment 
Limited Partner promptly after demand is made therefor, as a payment 
of damages for breach of warranty, regardless of the reason for the 
occurrence of such event (unless such reduction was caused by an act 
or omission of the Investment Limited Partner or its Affiliates, in 
which event no such reduction or payment shall be required).  No 
reduction of any Installment or any payment by the General Partner 
pursuant to this Section 5.1(e) shall be deemed to be a Capital 
Contribution by the General Partner to the Partnership, nor shall any 
such payment constitute a return of capital to the Investment Limited 
Partner.  

    (f)  If with respect to any Fiscal Year all or a portion of 
which occurs during the Initial Operating Period, the Actual Credit is 
or was less than the Projected Credit (or the Revised Projected 
Credit, if applicable) for such Fiscal Year (a "Reduction Year"), then 
the General Partner shall pay to the Investment Limited Partner the 
Reduction Amount. The Reduction Amount shall be equal to the sum of 
(A) the excess of the Projected Credit (or the Revised Projected 
Credit, if applicable) for such Fiscal Year over the Actual Credit for 
such Fiscal Year multiplied by 0.814 plus (B) the Recapture Amount as 
determined pursuant to Section 10.6 and, to the extent not already 
accounted for, any interest or penalties payable by the limited 
partners and/or holders of beneficial assignee certificates of the 
Investment Limited Partner as a result of such shortfall or Recapture 
Event, assuming that each limited partner and/or holder of a 
beneficial assignee certificate in the Investment Limited Partner used 
all of the Tax Credits allocated to it in the Fiscal Year of 
allocation.  The Auditors shall make their determination of the amount 
of the Actual Credit with respect to each Reduction Year within thirty 
(30) days following the end of such Fiscal Year.  The Investment 
Limited Partner shall be eligible to be paid a Reduction Amount as 
hereinabove described with respect to each Reduction Year.  Any 
Reduction Amount shall first be applied to the Installment next due to 
be paid by the Investment Limited Partner, with any portion of such 
Reduction Amount in excess of the amount of such Installment then 
being applied to succeeding Installments, provided that if no further 
Installments remain to be paid or if the Reduction Amount shall exceed 
the sum of the amounts of the remaining Installments, then the entire 
Reduction Amount or the balance of the Reduction Amount, as the case 
may be, shall be paid by the General Partner to the Investment Limited 
Partner promptly after demand is made therefor, as a payment of 
damages for breach of warranty, regardless of the reason for the 
occurrence of such event (unless such reduction was caused by an act 
or omission of the Investment Limited Partner or its Affiliates, in 
which event no Reduction Amount shall be payable).  No payment by the 
General Partner pursuant to this Section 5.1(f) shall be deemed to be 
a Capital Contribution to the Partnership nor shall any such payment 
constitute a return of capital to the Investment Limited Partner.  

    (g)  In the event that, for any reason, at any time after the 
end of the Initial Operating Period, the amount of the Actual Credit 
shall be less than the Projected Credit (or the Revised Projected 
Credit, if applicable) with respect to any Fiscal Year of the 
Partnership (such difference being hereinafter referred to as a 
"Credit Shortfall"), the Investment Limited Partner shall be treated 
as having made a constructive advance to the Partnership with respect 
to such Fiscal Year (a "Credit Recovery Loan"), which shall be deemed 
to have been made on January 1 of such Fiscal Year in an amount equal 
to the sum of (A) the Credit Shortfall for such Fiscal Year plus 
(B) the Recapture Amount as determined pursuant to Section 10.6 and, 
to the extent not already accounted for, any interest or penalties 
payable by the limited partners and/or the holders of beneficial 
assignee certificates of the Investment Limited Partner as a result of 
the Credit Shortfall for such Fiscal Year, assuming that each limited 
partner and/or holder of a beneficial assignee certificate in the 
Investment Partnership used all of the Tax Credits allocated to him in 
the Fiscal Year of allocation.  Credit Recovery Loans shall be deemed 
to bear simple (not compounded) interest from the respective dates on 
which such principal advances shall have been deemed to have been made 
under this Section 5.1(g) at a rate of nine percent (9%) per annum.  
Credit Recovery Loans shall be payable by the Partnership as provided 
in Section 10.2(b), Clause Fourth.  Credit Recovery Loans and interest 
thereon shall not be treated as loans or interest, respectively, for 
accounting, tax or liability purposes or for the purposes of Section 
6.2(a)(i).  For the purposes of Article X, the term Credit Recovery 
Loan shall not include any portion of such a deemed advance which 
shall have theretofore been paid to the Investment Limited Partner.

    (h)  The Investment Limited Partner shall grant to the 
Partnership a security interest in the Investment Limited Partner's 
Interest as collateral security for the payment, when due in 
accordance with the terms of this Agreement, of the Capital 
Contributions of the Investment Limited Partner.  Except as 
hereinafter provided in Section 5.1(i), upon any default by the 
Investment Limited Partner in the payment of its Capital Contributions 
as and when they are due and payable (an "Event of Default"), which 
Event of Default has not been cured within ten (10) business days 
following notice thereof by the Partnership to the Investment Limited 
Partner, the Partnership or its assignee shall have all the rights and 
remedies, with respect to the security interest hereby granted by such 
Investment Limited Partner, of a secured party under Article 9 of the 
Uniform Commercial Code as in effect in the State.  The Investment 
Limited Partner will execute a UCC-1 financing statement evidencing 
the security interest granted hereby and will deliver such statement 
to the Partnership.  

    (i)  Notwithstanding the provisions of Section 5.1(h) above, in 
the event of a dispute regarding the existence of an Event of Default, 
such dispute shall be resolved by binding arbitration and until the 
issuance of a final arbitration award confirming the existence of an 
Event of Default, the Partnership shall not be entitled to exercise 
any of its rights or remedies under Section 5.1(h) above.  The 
Partnership and the Investment Limited Partner shall be the parties to 
such arbitration. Notwithstanding the provisions of Section 13.3, any 
notices, consents, approvals, demands and requests given with respect 
to any such arbitration shall be given in accordance with this 
Agreement.  The parties shall request that the arbitrator appointed 
pursuant to this Section and, if applicable, the AAA  (as defined 
hereinafter) observe the provisions of the preceding sentence.  Within 
three (3) business days after the giving of any such demand for 
arbitration, the parties shall in good faith seek to find a mutually 
acceptable arbitrator who shall be authorized solely to issue a 
determination that an Event of Default did or did not occur.  If 
agreement as to a mutually acceptable arbitrator is not reached within 
such three (3) business day period, then either party may, within 
three (3) business days thereafter submit such dispute for arbitration 
before one (1) arbitrator under the Expedited Procedures provisions of 
the Commercial Arbitration Rules of the American Arbitration 
Association ("AAA").  Such arbitration shall be conducted in 
accordance with the Rules of Commercial Arbitration of the American 
Arbitration Association ("AAA") by a single arbitrator appointed 
pursuant to those rules (presently Rules 53 through 57 and, to the 
extent applicable, Section 19);  provided, however, that with respect 
to any such arbitration: (i) the list of arbitrators referred to in 
Rule 54 shall be returned within three (3) business days from the date 
of receipt; (ii) the parties shall notify the AAA by telephone, within 
two (2) business days after receipt of notice of the arbitrator 
designated by the AAA of any objections to the arbitrator appointed; 
(iii) the Notice of Hearing referred to in Rule 55 shall be given at 
least four (4) business days in advance of the hearing; (iv) the 
hearing shall be held within two (2) business days after the initial 
hearing; and (v) the decision and award of the arbitrator shall be 
made within two (2) business days of completion of the arbitration and 
shall be final and conclusive on the parties. The arbitration shall 
take place in the City of Boston, Massachusetts. The scope of the 
arbitrator's award shall be solely limited to a determination of 
whether an Event of Default has occurred.  If the arbitrator 
determines that an Event of Default has occurred, then if requested by 
the Investment Limited Partner within twenty (20) days following 
receipt of the award, the arbitrator shall provide the parties with a 
written explanation of the facts underlying the determination, which 
shall become part of the award.  The prevailing party shall be awarded 
the costs of such arbitration, provided, however, that each party 
shall bear the costs of its own attorneys and witnesses.

    (j)  In the event that the Partnership shall receive a written 
certification of the Auditors and a Form 8609, each indicating that 
the aggregate Actual Credit during the Credit Period will be greater 
than the aggregate Projected Credit during the Credit Period, then 
(i) copies of such certification and Form 8609 shall be delivered to 
the Investment Limited Partner and (ii) the  Fourth Installment of the 
Investment Limited Partner's Capital Contribution shall be increased 
by an amount equal to the product of (x) the difference between 
(1) the aggregate Actual Credit during the Credit Period and (2) the 
aggregate Projected Credit during the Credit Period and (y) 0.594, up 
to a maximum additional Capital Contribution of $51,700.  Such 
increased Capital Contribution shall be payable upon the satisfaction 
of the conditions to the Fourth Installment as set forth in 
Section 5.1(a).  In the event of an upward adjustment as set forth in 
this Section 5.1(j), the terms Projected Credit and Revised Projected 
Credit as used in Sections 5.1(e), (f) and (g) shall be adjusted to 
reflect such upward adjustment.

    5.2  Return of Capital Contributions

    (a)  Failure to Achieve Development and/or LIHTC Benchmarks and 
Standards.  Upon the occurrence of any of the events (a "Repurchase 
Event") listed below in this Section 5.2(a), within five (5) days of 
the occurrence thereof, the General Partner shall send to the 
Investment Limited Partner and the Investment Limited Partner notice 
of such event and of the General Partner's obligation to repurchase 
the Interests of the Investment Limited Partner by paying to the 
Investment Limited Partner an amount in cash (the "Repurchase Amount") 
equal to each such Partner's Invested Amount minus the portion, if 
any, of such Partner's Capital Contribution which shall not yet have 
been paid (or deemed to have been paid) to the Partnership plus the 
amount of any third-party costs, including, without limitation, 
attorney's fees incurred by or on behalf of such Partner in 
implementing this Section 5.2(a) in the event the Investment Limited 
Partner requires such a repurchase plus interest thereon at the AFR 
commencing on the fifth day after delivery of the notice referred to 
in the next sentence.  If the Investment Limited Partner elects to 
require a repurchase of its Interest and the payment to it of an 
amount equal to its Repurchase Amount, it shall send notice thereof to 
the Partnership within thirty (30) days after the mailing date of the 
General Partner's notice, or at any time after the occurrence of any 
of the foregoing if the General Partner shall not have sent a notice 
thereof, and the General Partner shall within thirty (30) days after 
the Partnership receives any such notice from a Partner requesting the 
purchase of its Interest repurchase the Interest of such Partner by 
paying to such Partner an amount equal to its Repurchase Amount.  If, 
following receipt of the General Partner's notice, the Investment 
Limited Partner fails to send notice to the General Partner by the end 
of such 30-day period requesting the General Partner to purchase its 
Interest, the Investment Limited Partner, as the case may be, shall be 
deemed to have waived its right to cause the General Partner to 
purchase its Interest as a result of the event described in the 
General Partner's notice.  No such waiver, however, shall affect the 
right of the Investment Limited Partner to cause the General Partner 
to purchase its Interest upon the occurrence of any other event 
described in this Section 5.2(a), or upon any subsequent occurrence of 
the event described in the General Partner's notice.  The Repurchase 
Events are as follows:

    (i)  all 18 apartment units in the Apartment 
Complex shall not have been placed in service by 
December 31, 1997 (for purposes of satisfying the 
requirements of Section 42(h)(1)(E)(i) of the Code with 
respect to the 1995 LIHTC allocation); or
     (ii)     by December 31, 1998, fewer than 18 of the 
apartment units in the Apartment Complex shall have been 
occupied by tenants meeting the terms of the Minimum Set-
Aside Test under executed leases which shall have received 
any Requisite Approvals at rental levels meeting the 
requirements of the Rent Restriction Test; or

    (iii)     construction or operation of the Apartment 
Complex shall have been enjoined by a final order (from 
which no further appeals are possible) of a court having 
jurisdiction and such injunction shall continue for a 
period of ninety (90) days; or

    (iv) the Construction Loan shall not have been 
repaid in full prior to December 31, 1997 (or any later 
date fixed by the General Partner with the Consent of the 
Investment Limited Partner); or

    (v)  if by December 31, 1995 (or any later date 
fixed by the General Partner with the Consent of the 
Investment Limited Partner),  the Investment Limited 
Partner shall not have received, in form and substance 
satisfactory to the Investment Limited Partner, a 
Carryover Certification; or

    (vi) if at any time it shall be determined by the 
Service or by the Tax Accountants that a Carryover 
Certification could not be issued or was issued in error; 
or

    (vii)     State Designation shall not have occurred by 
June 30, 1997 (or any later date fixed by the General 
Partner with the Consent of the Investment Limited 
Partner) and by said date the General Partner shall not 
have made any payment as described in the next to last 
sentence of Section 5.1(e) or, if the Investment Limited 
Partner shall have elected to have all or a portion of any 
payment under Section 5.1(e) applied toward future 
Installment obligations of the Investment Limited Partner, 
amendments to this Agreement shall not have been adopted 
and filed in the Filing Office, reflecting such event; or

    (viii)    if by the date which is twelve (12) 
months following the Completion Date, Rental Achievement 
shall not have been achieved; or

    (ix) the Partnership shall fail to meet the Minimum 
Set-Aside Test or the Rent Restriction Test by the close 
of the first year of the Credit Period and/or fails to 
continue to meet either of such tests at any time during 
the sixty (60)-month period commencing on the Initial 100% 
Occupancy Date; or

    (x)  (A) foreclosure proceedings shall have 
commenced under any Mortgage and such proceedings shall 
not have been dismissed within thirty (30) days, (B) any 
of the commitments of a Lender to provide a Mortgage Loan 
and/or any subsidy financing shall be terminated or 
withdrawn and not reinstated or replaced within sixty (60) 
days with terms at least as favorable to the Partnership 
or terms for which the Consent of the Investment Limited 
Partner and any Requisite Approvals shall have been 
obtained, or (C) the Construction Lender, acting in good 
faith and in accordance with the provisions of the 
Construction Loan Documents, shall have irrevocably 
refused to make any further advances under the 
Construction Loan Documents and such decision shall not 
have been reversed or the Construction Lender replaced 
within thirty (30) days; or

    (xi) at any time the General Partner fails to 
advance Subordinated Capital and such failure continues 
for ten (10) days; or

    (xii)     any action is commenced to foreclose any 
mechanics, or any other lien (other than the lien of a 
Mortgage) against the Apartment Complex and such action 
has not within thirty (30) days been either bonded against 
in such a manner as to preclude the holder of such lien 
from having any recourse to the Apartment Complex or to 
the Partnership for payment of any debt secured thereby, 
or affirmatively insured against by the title insurance 
policy or an endorsement thereto issued to the Partnership 
by a reputable title insurance company (which insurance 
company will not have indemnity from or recourse against 
Partnership assets by reason of any loss it may suffer by 
reason of such insurance) in an amount satisfactory to the 
Investment Limited Partner; or

    (xiii)    the Completion Date has not occurred by 
March 31, 1997; or 

    (xiv)     a casualty occurs resulting in substantial 
destruction of all or a portion of the Apartment Complex, and 
the insurance proceeds (if any) are insufficient to restore the 
Apartment Complex or the Apartment Complex is not so restored 
within twenty-four (24) months following such casualty.

    (b)  Lender Disapproval. If any Agency or Lender shall 
disapprove, or fail to give any required approval of, the Investment 
Limited Partner and/or the Special Limited Partner as a Limited 
Partner hereunder within one hundred eighty (180) days of the 
Admission Date, then the  Partner being disapproved or not approved 
shall, effective as of such time or such later time as may be elected 
by the Partner being disapproved or not approved as may be specified 
by such Agency or Lender in its disapproval, at the option of the 
Partner being disapproved or not approved (if not directed by such 
Agency or Lender to withdraw), cease to be a Limited Partner.  The 
General Partner shall, within ten (10) days of the effective date of 
such cessation, pay to the  Partner being disapproved or not approved 
an amount equal to its Invested Amount minus the amount, if any, of 
such Partner's Capital Contribution which shall not yet have been paid 
(or deemed to have been paid) to the Partnership plus the amount of 
any third party costs, including, but not limited to attorney's fees, 
incurred by or on behalf of such Partner in implementing this Section 
5.2(b).

    (c)  Substitution and Indemnification.  Upon the receipt by the 
Investment Limited Partner and/or the Special Limited Partner of the 
amount due to it pursuant to either Section 5.2(a) or Section 5.2(b), 
the Interest of such Partner shall terminate, and the General Partner 
shall indemnify and hold harmless such Partner from and against any 
Adverse Consequences to which such Partner (as a result of its 
participation hereunder) may be subject, provided that such Adverse 
Consequences do not result from such Partner's acts or omissions.
    (d)  Waiver of Repurchase Right.  Each of the Investment 
Limited Partner and the Special Limited Partner shall have the right 
to irrevocably waive its right to have its Interest repurchased 
pursuant to any clause or clauses of Section 5.2(a), or any portion 
thereof, at any time during which any of such rights shall be in 
effect.  Such a waiver shall be exercised by delivery to the General 
Partner of a written notice stating that the rights being waived 
pursuant to any specified clause or clauses of Section 5.2(a), or any 
specified portion thereof, are thereby waived for a specified period 
of time.

    (e)  Additional General Partner.  If the General Partner shall 
fail to make on the due date therefor any payment required under 
Section 5.2(a) or Section 5.2(b), time being of the essence, at any 
time thereafter the Special Limited Partner shall have the option, 
exercisable in its sole discretion, to cause itself or its designee to 
be admitted as an additional General Partner, receiving from the 
existing General Partner, in consideration of the payment of ten 
dollars ($10.00), a one per cent (1%) interest in the Profits, Losses, 
Tax Credits and distributions of the Partnership, with the Special 
Limited Partner retaining its status as such and its economic interest 
in the Partnership as the Special Limited Partner (or its designee as 
an additional General Partner).  If the Special Limited Partner 
exercises the option described in this Section 5.2(e), each of the 
other General Partner hereby agrees that all of its rights and powers 
hereunder as a General Partner shall automatically be irrevocably 
delegated to the Special Limited Partner pursuant to Section 6.13  
without the necessity of any further action by any Partner.  Each 
Partner hereby grants to the Special Limited Partner an irrevocable 
(to the extent permitted by applicable law) power of attorney coupled 
with an interest to take any action and to execute, deliver and file 
or record any and all documents and instruments on behalf of such 
Partner and the Partnership as the Special Limited Partner may deem 
necessary or appropriate in order to effectuate the provisions of this 
Section 5.2(e) and to allow the additional General Partner to manage 
the business of the Partnership.  The admission of the Special Limited 
Partner or its designee as an additional General Partner shall not 
relieve any other General Partner of any of its economic obligations 
hereunder, and each other General Partner shall fully indemnify and 
hold harmless the additional General Partner on an after-tax basis 
from and against any and all Adverse Consequences sustained by such 
additional General Partner in connection with its status as a General 
Partner (other than Adverse Consequences arising solely from the gross 
negligence or willful misconduct of such additional General Partner).

ARTICLE VI

Rights, Powers and Duties of General Partner

    6.1  Authorized Acts

    Subject to the provisions of Section 6.2, Section 6.3, 
Section 6.15 and all other provisions of this Agreement, the General 
Partner for, in the name and on behalf of the Partnership, is hereby 
authorized, in furtherance of the purposes of the Partnership:

    (i)  to acquire by purchase, lease, exchange or otherwise 
any real or personal property;

    (ii) to construct, rehabilitate, operate, maintain, 
finance and improve, and to own, sell, convey, assign, mortgage 
or lease any real estate and any personal property;

    (iii)     to borrow money and issue evidences of indebtedness 
and to secure the same by mortgage, pledge or other lien on the 
Apartment Complex or any other assets of the Partnership;

    (iv) to execute the Mortgage Loan Documents and the other 
Project Documents and all such other documents as the General 
Partner deems to be necessary or appropriate in connection with 
the acquisition, development, construction and financing of the 
Apartment Complex;

    (v)  subject to Section 3.2, to prepay in whole or in 
part, refinance or modify any Mortgage Loan or other financing 
affecting the Apartment Complex;

    (vi) to employ the Management Agent (which may be an 
Affiliate of the General Partner) and, subject to the provisions 
of Article XI, to pay reasonable compensation for its services;

    (vii)     to employ its Affiliates to perform services for, or 
sell goods to, the Partnership provided that (except with 
respect to any contract specifically authorized by this 
Agreement) the terms of any such transaction with an Affiliate 
shall not be less favorable to the Partnership than would be 
arrived at by unaffiliated parties dealing at arms' length;

    (viii)    to execute contracts with any Agency,  the 
State or any subdivision or agency thereof or any other 
Governmental Authority to make apartments or tenants in the 
Apartment Complex eligible for any public-subsidy program;

    (ix) to execute leases of some or all of the apartment 
units of the Apartment Complex to individuals and/or to a public 
housing authority and/or to a non-profit corporation, 
cooperative or other non-profit Entity; 

    (x)  to employ or engage such engineers, architects, 
technicians, accountants, attorneys and other Persons, as may be 
necessary, convenient or incidental to the accomplishment of the 
purposes of the Partnership; and

    (xi) to enter into any kind of activity and to perform 
and carry out contracts of any kind which may be lawfully 
carried on or performed by a partnership and to file all 
certificates and document which may be required under the laws 
of the State.

    6.2  Restrictions on Authority

    (a)  Notwithstanding any other Section of this Agreement, the 
General Partner shall have no authority to perform any act in 
violation of any applicable law, Agency or other government 
regulations, the requirements of any Lender, or the Project Documents.  
In the event of any conflict between the terms of this Agreement and 
any applicable Regulations or requirements of any Lender, the terms of 
such Regulations or the requirements of such Lender, as the case may 
be, shall govern.  Subject to the provisions of Section 6.2(b), the 
General Partner, acting in its capacity as General Partner, shall not 
have the authority, without the Consent of  the Special Limited 
Partner:

    (i)  to have unsecured borrowings in excess of ten 
thousand dollars ($10,000.00) in the aggregate at any one time 
outstanding, except borrowings constituting Subordinated Loans 
or Credit Recovery Loans;

    (ii) to borrow from the Partnership or commingle 
Partnership funds with the funds of any other Person;

    (iii)     following the Completion Date, to construct any new 
or replacement capital improvements on the Apartment Complex 
which substantially alter the character or use of the Apartment 
Complex or which cost in excess of ten thousand dollars 
($10,000.00) in a single Fiscal Year, except (x) replacements 
and remodeling in the ordinary course of business or under 
emergency conditions or (y) construction paid for from insurance 
proceeds;

    (iv) to acquire any real property in addition to the 
Apartment Complex;

    (v)  following Permanent Mortgage Commencement, and 
except as otherwise specifically provided in Section 3.2, to 
increase, decrease or modify the terms of or refinance any 
Mortgage Loan;

    (vi) to rent apartments in the Apartment Complex such 
that the Apartment Complex would not meet the requirements of 
the Minimum Set-Aside Test or the Rent Restriction Test;

    (vii)     to sell, exchange or otherwise convey or transfer 
the Apartment Complex or substantially all the assets of the 
Partnership;

    (viii)    to terminate any Material Agreement;

    (ix) to cause the Partnership to commence a proceeding 
seeking any decree, relief, order or appointment in respect to 
the Partnership under the federal bankruptcy laws, as now or 
hereafter constituted, or under any other federal or state 
bankruptcy, insolvency or similar law, or the appointment of a 
receiver, liquidator, assignee, custodian, trustee, sequestrator 
(or similar official) for the Partnership or for any other 
substantial part of the Partnership's business or property, or 
to cause the Partnership to consent to any such decree, relief, 
order or appointment initiated by any Person other than the 
Partnership;

    (x)  to execute contracts with any Agency, the State or 
any subdivision or agency thereof or any other Governmental 
Authority to make apartments or tenants in the Apartment Complex 
eligible for any public-subsidy program;

    (xi) to amend any construction or rehabilitation 
contract;

    (xii)     to pledge or assign any of the Capital Contributions 
of the Investment Limited Partner or the proceeds thereof 
(except to the extent required by the terms of the Construction 
Loan Documents and agreed to in writing by the Special Limited 
Partner);

    (xiii)    to amend any Project Document, or to 
permit any party thereunder to waive any provision 
thereof, to the extent that the effect of such amendment 
or waiver would be to eliminate, diminish or defer any 
obligation or undertaking of the Partnership, the General 
Partner or its Affiliates which accrues, directly or 
indirectly, to the benefit of, or provides additional 
security or protection to, the Investment Limited Partner 
(notwithstanding that the Investment Limited Partner is 
neither a party to nor express beneficiary of such 
provision or was not a partner when such provision became 
effective);

    (xiv)     to approve any changes to the plans and 
specifications for the Apartment Complex which would 
result, either individually or in the aggregate, in an 
overall development cost increase or decrease in excess of 
$50,000;

    (xv) to permit the merger, termination or 
dissolution of the Partnership; or

    (xvi)     to do any act required to be approved or ratified by 
all limited partners under the Act.

    (b)  In the event that any General Partner violates any 
provision of Section 6.2(a),  the Special Limited Partner in its sole 
discretion and without prejudice to its rights under Sections 4.5(b) 
and 7.6(a), may cause itself or its designee to be admitted as an 
additional General Partner without any further action by any other 
Partner.  Upon any such admission of an additional General Partner, 
each existing General Partner shall be deemed to have assigned 
proportionally to the additional General Partner, automatically and 
without further action, such portion of its General Partnership 
Interest so that the additional General Partner shall receive not less 
than a one percent (1%) interest in the Profits, Losses, Tax Credits 
and distributions of the Partnership in consideration of one dollar 
($1.00) and any other consideration which may be agreed upon.  An 
additional General Partner so admitted shall automatically become the 
Managing General Partner and shall be irrevocably delegated all of the 
power and authority of all of the General Partner pursuant to Section 
6.13.  Any such additional General Partner shall have the right to 
withdraw as a General Partner at any time, leaving the prior General 
Partner once again as the only General Partner, the provisions of 
Article VII notwithstanding.  Each Partner hereby grants to the 
Special Limited Partner a special power of attorney, irrevocable to 
the extent permitted by law and coupled with an interest, to amend 
this Agreement and to do anything else which, in view of the Special 
Limited Partner, may be necessary or appropriate to accomplish the 
purposes of this Section 6.2(b) or to enable any additional General 
Partner admitted pursuant to this Section 6.2(b) to manage the 
business of the Partnership.  The admission of an additional General 
Partner shall not relieve any other General Partner of any of its 
economic obligations hereunder, and each other General Partner on an 
after-tax basis shall fully indemnify and hold harmless the additional 
General Partner from and against any and all Adverse Consequences 
sustained by the additional General Partner in connection with its 
status as a General Partner (other than Adverse Consequences arising 
solely from the gross negligence or wilful misconduct of such 
additional General Partner).

    (c)  Neither the Investment General Partner nor any Affiliate 
thereof shall be given an exclusive right to sell, or exclusive 
employment to sell, the Apartment Complex.

    6.3  Personal Services; Other Business Ventures

    No General Partner or Affiliate thereof shall receive any salary 
or other direct or indirect compensation for any services or goods 
provided in connection with the Partnership or the Apartment Complex, 
except as may be specifically provided in Section 6.12, Section 6.15 
and Article XI or as to which the Consent of the Special Limited 
Partner shall have been obtained to the precise terms thereof prior to 
the commencement of such services or the provision of such goods.  Any 
Partner may engage independently or with others in other business 
ventures of every nature and description, including the ownership, 
operation, management, syndication and development of real estate; 
neither the Partnership nor any other Partner shall have any rights in 
and to such independent ventures or the income or profits derived 
therefrom.

    6.4  Business Management and Control

    (a)  Subject to the provisions of this Agreement, the General 
Partner shall have the exclusive right to control the business of the 
Partnership.  If at any time there is more than one General Partner, 
the powers and duties of the General Partners hereunder shall be 
exercised in the first instance by a Managing General Partner who, 
subject to the terms and provisions of this Agreement, shall manage 
the business and affairs of the Partnership.  The Managing General 
Partner may bind the Partnership by executing and delivering, in the 
name and on behalf of the Partnership, any documents which this 
Agreement authorizes the General Partners to execute hereunder without 
the requirement that any other General Partner execute such documents.  
The initial Managing General Partner shall be 70 W 128 Corp.; if it is 
unwilling or unable to serve in such capacity or shall cease to be a 
General Partner, the remaining General Partners may from time to time 
designate a new Managing General Partner.  If for any reason no 
designation is in effect, the powers of the Managing General Partner 
shall be exercised by a majority in interest of the General Partners.  
Any action required or permitted to be taken by a corporate General 
Partner hereunder may be taken by such of its proper officers or 
agents as it shall validly designate for such purpose.  

    (b)  The Managing General Partner shall have control over the 
business of the Partnership and shall have all rights, powers and 
authority conferred by law as necessary, advisable or consistent in 
connection therewith.  Without limiting the generality of the 
foregoing, the Managing General Partner shall have the right, power 
and authority to execute any documents relating to the acquisition, 
financing, rehabilitation, operation and sale of all or any portion of 
the Apartment Complex with the prior approval of the other General 
Partners, if any.  The Managing General Partner shall be responsible 
for administering any construction loan draw requests for the 
development of the Apartment Complex.  

    (c)  Neither the Investment Limited Partner nor the Special 
Limited Partner shall have any right to take part in the management or 
control of the business of the Partnership or to transact any business 
in the name of the partnership.  No provision of this Agreement which 
makes the Consent of the Investment Limited Partner or the Consent of 
the Special Limited Partner a condition for the effectiveness of an 
action taken by the General Partner is intended, and no such 
provisions shall be construed, to give the Investment Limited Partner 
or the Special Limited Partner, as the case may be, any participation 
in the control of the Partnership business.  Each of the Special 
Limited Partner and the Investment Limited Partner hereby consents to 
the exercise by the General Partner of the powers conferred on it by 
law and this Agreement, and the General Partner agrees to exercise 
control of the business of the Partnership only in accordance with the 
provisions of this Agreement.  Notwithstanding the foregoing, in no 
event may the provisions of this Section 6.4 be invoked by any General 
Partner or by any other Person as a defense against or as an 
impediment to the ability of either the Investment Limited Partner or 
the Special Limited Partner to take any action hereunder.  

    6.5  Duties and Obligations

    (a)  The General Partner shall manage the affairs of the 
Partnership using commercially reasonable efforts to carry out the 
purpose of the Partnership, and shall devote to the Partnership such 
time as may be reasonably necessary for the proper performance of its 
duties and the business of the Partnership.  The General Partner shall 
promptly take all action which may be necessary or appropriate for the 
proper development, construction, maintenance and operation of the 
Apartment Complex in accordance with the provisions of this Agreement, 
the Project Documents and any applicable laws and Regulations.  The 
General Partner is responsible for the management and operation of the 
Partnership, including the oversight of the rent-up and operational 
stages of the Apartment Complex.

    (b)  Subject to the provisions of Section 6.5(g), the General 
Partner shall use its diligent good faith efforts to cause the 
Partnership to generate Cash Flow for distribution to the Partners at 
the maximum realizable level in view of (i) any applicable 
Regulations, (ii) the Minimum Set-Aside Test, (iii) the Rent 
Restriction Test and (iv) the Projected Rents, and, if necessary, the 
General Partner also shall use its best efforts to obtain approvals 
and implementation of appropriate adjustments in the rental schedule 
of the Apartment Complex.

    (c)  The General Partner shall cause the Partnership to obtain 
and keep in force, during the term of the Partnership, insurance 
policies in accordance with the Insurance Requirements set forth on 
Exhibit C hereto.  Throughout the term of the Partnership, the General 
Partner shall provide copies of all such policies (or binders) to the 
Investment Limited Partner within 30 days after their receipt thereof.  
The General Partner shall cause the applicable insurer to name the 
Investment Limited Partner as an "additional insured" on each 
Partnership insurance policy.  Each Partnership insurance policy shall 
include a provision requiring the insurance company to notify the 
Investment Limited Partner in writing no less than thirty (30) days 
prior to any cancellation, non-renewal or material change in the terms 
and conditions of coverage.  The General Partner shall review 
regularly all of the Partnership and Apartment Complex insurance 
coverage to insure that it is adequate and continuing.  In particular, 
the General Partner shall review at least annually the insurance 
coverage required by this Section 6.5(c) to insure that it is in an 
amount at least equal to the then current full replacement value of 
the Apartment Complex.

    Without limitation of the foregoing, the General Partner shall 
deliver to the Investment Limited Partner on or before the Admission 
Date one or more certificates or memoranda of insurance, in form 
reasonably acceptable to the Investment Limited Partner, evidencing, 
(i) the existence of the insurance policies and coverages specified on 
Exhibit C, (ii) that the Partnership and its Partners (including the 
Investment Limited Partner) are named insured on such policies, and 
(iii) that such insurance policies will not be cancelled by the 
insurers except within thirty (30) days' written notice to the 
Investment Limited Partner.  From time to time following the Admission 
Date, the General Partner shall deliver to the Investment Limited 
Partner such further certificates or memoranda of insurance as the 
Investment Limited Partner may reasonably require to confirm that such 
insurance and notice provisions with respect to insurance under this 
Agreement have been complied with.

    (d)  If at any time there is more than one General Partner, the 
obligations of the General Partners hereunder shall be the joint and 
several obligations of each General Partner.  Except as otherwise 
provided in Sections 4.5(b) and 7.1, such obligations shall survive 
any Withdrawal of a General Partner from the Partnership.

    (e)  (i)  The General Partner shall establish and maintain 
reasonable reserves (the "Replacement Reserve") to provide for working 
capital needs, improvements, replacements and any other contingencies 
of the Partnership.  At a minimum, the General Partner shall cause the 
Partnership to annually deposit $4,928 from Cash Flow into the 
Replacement Reserve; to the extent that Cash Flow (as determined 
before deduction of such reserve deposit) for any Fiscal Year shall be 
insufficient to make such deposit in full, the General Partner shall 
fund such shortfall from its own funds as a Subordinated Loan; and

         (ii) In addition to the requirements of Section 
6.5(e)(i), in order to fund Cash Expenditures of the Partnership which 
exceed Cash Receipts available for the payment thereof, on or prior to 
the Admission Date, the General Partner (or its designee), shall 
deposit $36,000 into a segregated reserve account (the "Operating 
Reserve") funded (A) from Cash Receipts or (B) from the General 
Partner's own funds to secure the General Partner's obligation to fund 
operating expenses from the Completion Date until sixty (60) months 
following Rental Achievement (the "Subordinated Loan Period"), 
provided, however, that the General Partner's obligation shall not 
exceed $275,000.  Funds held in the Operating Reserve may be released 
to pay operating expenses with the approval of the Special Limited 
Partner.  After the Subordinated Loan Period has terminated, the 
funds, if any, remaining in the Operating Reserve shall be returned to 
the General Partner (or its designee) if funded by the General Partner 
under subclause (B) in the immediately preceding sentence and in 
accordance with the provisions of Section 10.2.  Any funds utilized 
from the Operating Reserve to pay Partnership operating expenses shall 
constitute Subordinated Loans.  Upon the utilization of such funds 
from the Operating Reserve, the General Partner shall use its best 
good faith efforts to redeposit Partnership funds in the Operating 
Reserve in an amount sufficient to maintain the minimum balances 
required herein.

    (f)  Each General Partner shall be bound by the provisions of 
the Project Documents, and no additional General Partner shall be 
admitted if he, she or it has not first agreed to be bound by this 
Agreement (and assume the obligations of a General Partner hereunder) 
and by the Project Documents to the same extent and under the same 
terms as each of the other General Partners.

    (g)  The General Partner shall take all actions appropriate to 
ensure that the Investment Limited Partner receives the full amount of 
the Projected Credit, including, without limitation, the rental of 
apartments to appropriate tenants and the filing of annual 
certifications as may be required.  In this regard, the General 
Partner shall, inter alia, cause (i) the Partnership to satisfy the 
Minimum Set-Aside Test, the Rent Restriction Test and all other 
requirements imposed from time to time under the Code with respect to 
rental levels and occupancy by qualified tenants by the close of the 
first year of the Credit Period and throughout the Compliance Period 
so as to permit the Partnership to be entitled to the maximum 
available Tax Credit (ii) the Partnership to comply with all State Tax 
Credit monitoring procedures, (iii) all dwelling units in the 
Apartment Complex to be leased for initial periods of not less than 
six months to individuals satisfying the Rent Restriction Test, (iv) 
the Partnership to make all appropriate Tax Credit elections in a 
timely fashion, and (v) all rental units in the Apartment Complex to 
be of equal quality with comparable amenities available to low-income 
tenants on a comparable basis without separate fees.

    (h)  On or before the Admission Date, the General Partner shall 
provide to the Special Limited Partner either (i) an appraisal of the 
Apartment Complex prepared by a competent independent appraiser or 
(ii) completed FmHA Forms 1924-13 (estimate and certificate of actual 
cost) and 1930-7 (statement of budget, income and expense) or HUD 
project cost and budget analysis on Form 2264, or any successor FmHA 
or HUD form, any comparable form of a state or other Governmental 
Authority, including any applicable Credit Agency, setting forth 
estimates with respect to construction, rehabilitation and mortgage 
financing costs and initial rental income and operating expense 
figures for the Apartment Complex.

    (i)  The General Partner shall (i) not store or dispose of 
(except in compliance with all laws, ordinances, and regulations 
pertaining thereto) any Hazardous Material at the Apartment Complex, 
or at or on any other Site or Vessel owned, occupied, or operated 
either by any General Partner, any Affiliate of a General Partner, or 
any Person for whose conduct any General Partner is or was 
responsible; (ii) neither directly nor indirectly transport or arrange 
for the transport of any Hazardous Material (except in compliance with 
all laws, ordinances, and regulations pertaining thereto); (iii) 
provide the Investment Limited Partner with written notice (x) upon 
any General Partner's obtaining knowledge of any potential or known 
release, or threat of release, of any Hazardous Material at or from 
the Apartment Complex or any other Site or Vessel owned, occupied, or 
operated by any General Partner, any Affiliate of a General Partner or 
any Person for whose conduct any General Partner is or was responsible 
or whose liability may result in a lien on the Apartment Complex; (y) 
upon any General Partner's receipt of any notice to such effect from 
any federal, state, or other Governmental Authority; and (z) upon any 
General Partner's obtaining knowledge of any incurrence of any expense 
or loss by any such government authority in connection with the 
assessment, containment, or removal of any Hazardous Material for 
which expense or loss any General Partner may be liable or for which 
expense or loss a lien may be imposed on the Apartment Complex.
    (j)  The General Partner shall promptly request in writing of 
the Permanent Lender that the Permanent Lender cause the Special 
Limited Partner to be named as an "interested party" in the Permanent 
Mortgage Loan Documents, so that the Permanent Lender will notify the 
Special Limited Partner of any default under the Permanent Mortgage or 
the General Partner shall itself notify the Special Limited Partner of 
any such default.

    (k)  The General Partner shall provide the Special Limited 
Partner with a true and accurate copy of each Construction Loan 
requisition and any supporting documents and information which has 
been submitted for approval by the Construction Lender (whether 
submitted before or after the Admission Date).

    (l)  The General Partner shall 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.  
The General Partner shall not employ, or permit another to employ, 
such funds or assets in any manner except for the exclusive benefit of 
the Partnership.  No General Partner shall contract away the fiduciary 
duty owed at common law to the Limited Partners.

    6.6  Representations and Warranties

    I.   The General Partner represents and warrants to the 
Investment Limited Partner and the Special Limited Partner as follows:

    (a)  The Partnership is a duly organized limited partnership 
validly existing and in good standing under the laws of the State and 
has complied with all filing requirements necessary for its existence 
and to preserve the limited liability of the Investment Limited 
Partner and the Special Limited Partner.  

    (b)  No event or proceeding has occurred or is pending or, is 
to the Best Knowledge of the General Partner, has been threatened 
within the last 90 days which would (i) materially adversely affect 
the Partnership or its properties, or (ii) materially adversely affect 
the ability of the General Partner or any of its Affiliates to perform 
their respective obligations hereunder or under any other agreement 
with respect to the Apartment Complex, other than legal proceedings 
which have been bonded against without recourse to Partnership assets 
in such manner as to stay the effect of the proceedings or otherwise 
have been adequately provided for.  This subparagraph shall be deemed 
to include, without limitation, the following:  (x) legal actions or 
proceedings before any court, commission, administrative body or other 
Governmental Authority having jurisdiction over the zoning applicable 
to the Apartment Complex; (y) labor disputes; and (z) acts of any 
Governmental Authority.

    (c)  To the Best Knowledge of the General Partner, no default 
(or event which, with the giving of notice or the passage of time or 
both, would constitute a default) has occurred and is continuing under 
this Agreement or under any material provision of the Project 
Documents, and the Project Documents are in full force and effect.

    (d)  Except as specifically permitted under Section 3.1, no 
Partner or Related Person bears (or will bear) the Economic Risk of 
Loss with respect to the Permanent Mortgage Loan.  No General Partner 
has, either on its own behalf or on behalf of the Partnership, 
incurred any financial obligation with respect to the Partnership 
prior to the Admission Date, other than as disclosed in writing to the 
Special Limited Partner prior to the Admission Date.

    (e)  The Apartment Complex will be, is being or has been 
constructed in a timely manner in conformity with the Project 
Documents.  There is no violation by the Partnership or the General 
Partner of any zoning, environmental or similar regulation applicable 
to the Apartment Complex which could have a material adverse effect 
thereon, and the Partnership has complied and will comply with all 
applicable municipal and other laws, ordinances and regulations 
relating to such construction and use of the Apartment Complex.  All 
appropriate public utilities, including, but  not limited to, water, 
electricity, gas (if called for in the Plans and Specifications), and 
sanitary and storm sewers, are or will be available and operating 
properly for each unit in the Apartment Complex at the time of the 
initial occupancy of such unit.

    (f)  To the Best Knowledge of the General Partner, the 
Partnership owns good and marketable fee simple title to the Apartment 
Complex, subject to no material liens, charges or encumbrances other 
than those which (i) are both permitted by the Project Documents and 
are noted or excepted in the Title Policy, (ii) do not materially 
interfere with use of the Apartment Complex (or any part thereof) for 
its intended purpose or, other than the permitted Mortgages, have a 
material adverse effect on the value of the Apartment Complex, or 
(iii) have been bonded or insured against in such a manner as to 
preclude the holder of such lien or such surety or insurer from having 
any recourse to the Property or the Partnership for payment of any 
debt secured thereby, which bond(s) or insurance have been approved by 
the Lenders.

    (g)  The execution and delivery of all instruments and the 
performance of all acts heretofore or hereafter made or taken 
pertaining to the Partnership or the Apartment Complex by each 
Affiliate of a General Partner which is a corporation or limited 
liability company have been or will be duly authorized by all 
necessary corporate or other actions, and the consummation of any such 
transactions with or on behalf of the Partnership will not constitute 
a breach or violation of, or a default under, the charter or by-laws 
of such Affiliate or any agreement by which such Affiliate or any of 
its properties is bound, nor constitute a violation of any law, 
administrative regulation or court decree.

    (h)  Any General Partner (or partner or member of a General 
Partner) which is a corporation or limited liability company (a 
"Corporation/LLC") has been duly organized, is validly existing and in 
good standing under the laws of its state of organization and has all 
requisite corporate and other power to be a General Partner and to 
perform its duties and obligations as contemplated by this Agreement 
and the Project Documents.  Neither the execution and delivery by any 
Corporation/LLC of this Agreement nor the performance of any of the 
actions of any Corporation/LLC contemplated hereby has constituted or 
will constitute a violation of (a) the articles of  incorporation, 
operating agreement, by-laws and any other organizational documents of 
such Corporation/LLC, (b) any agreement by which such Corporation/LLC 
is bound or to which any of its property or assets is subject, or (c) 
any law, administrative regulation or court decree.

    (i)  No Event of Bankruptcy has occurred with respect to the 
Partnership, any General Partner or the Developer.
    (j)  All accounts of the Partnership required to be maintained 
under the terms of the Project Documents,  including, but not 
necessarily limited to, any account for replacement reserves, are 
currently funded to the levels required by any Agency or Lender.

    (k)  If the only General Partner(s) are one or more 
corporation(s) or limited liability company(ies), then the General 
Partner(s) have a combined net worth which satisfies the Designated 
Net Worth Requirements.

    (l)  All anticipated payments and expenses required to be made 
or incurred in order to complete the construction of the Apartment 
Complex in conformity with the Project Documents, to fund any reserves 
hereunder or under any other Project Document required to be funded at 
or prior to the later of the Admission Date or Permanent Mortgage 
Commencement, to satisfy all requirements under the Project Documents 
and to pay the Development Fee and all other fees, have been or will 
be paid or provided for utilizing only (i) the funds available from 
the Construction Loan, (ii) the Capital Contributions of the 
Investment Limited Partner, (iii) the Capital Contributions of the 
General Partner in the amounts set forth on Schedule A as of the 
Admission Date, (iv) the available net rental income, if any, earned 
by the Partnership prior to Permanent Mortgage Commencement (to the 
extent that it is permitted to be used for such purposes by any Agency 
or Lender), (v) any Cash Flow generated subsequent to Permanent 
Mortgage Commencement (to the extent provided in Section 10.2(a)), 
(vi) any insurance proceeds and (vii) any funds furnished by the 
General Partner pursuant to Sections 6.5(e) and 6.11(a).

    (m)  The aggregate amount of Tax Credit which is expected to be 
allocated by the Partnership to the Investment Limited Partner is 
$174,182 per annum for each of the years 1997 through 2006 
(inclusive), provided, however, that the General Partner shall have no 
liability to the Investment Limited Partner or the Special Limited 
Partner for any breach of the representation contained in this 
paragraph (m) if (but only to the extent that) the adjuster provisions 
set forth in Sections 5.1(e), (f) and (g) have become operative and 
all required payments or adjustments have been made thereunder in 
accordance with the terms thereof.

    (n)  The Apartment Complex will be, is being or has been 
constructed and operated in a manner which satisfies Section 42 of the 
Code and shall continue to satisfy all existing and anticipated 
restrictions applicable to projects generating Tax Credits.

    (o)  No General Partner, Affiliate of a General Partner or 
Person for whose conduct any General Partner is or was responsible has 
ever:  (i) owned, occupied, or operated a Site or Vessel on which any 
Hazardous Material was or is stored, transported, or disposed of, 
except if such storage, transport or disposition was and is at all 
times in compliance with all laws, ordinances, and regulations 
pertaining thereto; (ii) directly or indirectly transported, or 
arranged for transport, of any Hazardous Material (except if such 
transport was and is at all times in compliance with all laws, 
ordinances and regulations pertaining thereto); (iii) caused or was 
legally responsible for any release or threat of release of any 
Hazardous Material; (iv) received notification from any federal, state 
or other Governmental Authority of (x) any potential, known, or threat 
of release of any Hazardous Material from the Apartment Complex or any 
other Site or Vessel owned, occupied, or operated by any General 
Partner, by any Affiliate of a General Partner, or by any Person for 
whose conduct any General Partner is or was responsible or whose 
liability may result in a lien on the Apartment Complex; or (y) the 
incurrence of any expense or loss by any such Governmental Authority 
or by any other Person in connection with the assessment, containment, 
or removal of any release or threat of release of any Hazardous 
Material from the Apartment Complex or any such Site or Vessel.

    (p)  To the Best Knowledge of the General Partner, no Hazardous 
Material was ever or is now stored on, transported, or disposed of on 
the land comprising the Apartment Complex, except to the extent any 
such storage, transport or disposition was at all times in compliance 
with all laws, ordinances, and regulations pertaining thereto.

    (q)  The General Partner has fulfilled and will continue to 
fulfill all of its duties and obligations under Section 6.5.

    (r)  The Partnership's basis in the Apartment Complex as of 
December 31, 1995 was greater than 10% of the Partnership's reasonably 
expected basis in the Apartment Complex as of December 31, 1995 and 
all conditions set forth in Section 42 of the Code, the Treasury 
Regulations, IRS notices, rulings or releases and any other 
authorities to the validity of the allocation of LIHTC have been or 
will be satisfied in a timely manner.

    II.  Each of the Investment Limited Partner and Special Limited 
Partner  represents and warrants to the General Partner as follows:

         (a)  Each of the Investment Limited Partner and Special 
Limited Partner is a duly organized limited partnership or 
corporation, as the case may be, validly existing and in good standing 
under the laws of the State of Delaware, has complied with all filing 
requirements necessary for its existence and has all requisite 
corporate and other power to be a Partner and to perform its duties 
and obligations as contemplated by this Agreement.   The execution and 
delivery by any of the Investment Limited Partner and/or Special 
Limited Partner of this Agreement nor the performance of any of the 
actions of the Investment Limited Partner and/or Special Limited 
Partner contemplated hereby has been or will be duly authorized by all 
necessary corporate, partnership or other actions, as the case may be, 
and does not constitute a violation of (a) the certificate of  
incorporation, operating agreement, by-laws, partnership agreement and 
any other organizational documents of such Investment Limited Partner 
or Special Limited Partner, (b) any agreement by which such Investment 
Limited Partner or Special Limited Partner is bound or to which any of 
its respective property or assets is subject, or (c) any law, 
administrative regulation or court decree.

         (b)  To the best knowledge of the Investment Limited 
Partner and Special Limited Partner , respectively, no default (or 
event which, with the giving of notice or the passage of time or both, 
would constitute a default) has occurred and is continuing under this 
Agreement or under any material provision of the Project Documents, 
and the Project Documents are in full force and effect.

         (c)  No Event of Bankruptcy has occurred with respect to 
the Investment Limited Partner.

    6.7  Liability on Mortgages

    Neither any General Partner nor any Related Person shall at any 
time bear the Economic Risk of Loss for the payment of any portion of 
any Mortgage Loan, and the General Partner shall not permit any other 
Partner or any Related Person to bear the Economic Risk of Loss for 
the payment of any portion of any Mortgage Loan, except as may be 
expressly permitted pursuant to the provisions of Article III with the 
Consent of the Special Limited Partner.

    6.8  Indemnification of the General Partner

    (a)  Except as provided by Article V, no General Partner or any 
Affiliate thereof shall have liability to the Partnership or to any 
Limited Partner for any loss suffered by the Partnership which arises 
out of any action or inaction of any General Partner or Affiliate 
thereof if such General Partner or Affiliate thereof in good faith 
determined that such course of conduct was in the best interest of the 
Partnership and such course of conduct did not constitute gross 
negligence or willful misconduct of such General Partner or Affiliate 
thereof.

    (b)  A General Partner or any Affiliate thereof shall be 
indemnified by the Partnership from and against any Adverse 
Consequences sustained in connection with the business and operations 
of the Partnership, provided that all of the following conditions are 
met:  (i) such General Partner has determined, in good faith, that the 
course of conduct which caused the loss, judgment, liability, expense 
or amount paid in settlement was in the best interests of the 
Partnership; and (ii) such Adverse Consequences were not the result of 
gross negligence or willful misconduct on the part of such General 
Partner or Affiliate thereof; and (iii) such indemnification or 
agreement to hold harmless is recoverable only out of the assets of 
the Partnership, and not from the Limited Partners.

    (c)  Notwithstanding the above, no Partner or any Affiliate 
thereof performing services for the Partnership or any broker-dealer 
shall be indemnified for any Adverse Consequences arising from or out 
of an alleged violation of federal or state securities laws unless 
there has been a successful adjudication on the merits of each count 
involving securities laws violations as to the particular indemnitee 
and the court finds that indemnification of the settlement and related 
costs should be made; provided, however, that the Partnership is 
authorized to advance in the form of a loan to such Partner reasonably 
necessary funds for defense of any such claim pending final 
adjudication which may have been brought against a Partner or 
Affiliate thereof performing services for the Partnership.  In any 
claim for indemnification for federal or state securities law 
violations, the party seeking indemnification shall, prior to seeking 
court approval for such indemnification, place before the court the 
positions of the Securities and Exchange Commission, the Massachusetts 
Securities Division  and any other applicable state securities 
administrator with respect to the issue of indemnification for 
securities law violations.

    (d)  The Partnership shall not incur the cost of the portion of 
any insurance, other than public liability insurance or course of 
construction insurance, which insures any party against any liability 
as to which such party is herein prohibited from being indemnified.

    (e)  The Partnership may indemnify Affiliates of a General 
Partner under this Section 6.8 only if the loss involves an activity 
in which such Affiliates acted in the capacity of a General Partner.

    (f)  For purposes of this Section 6.8 only, the term 
"Affiliate" shall mean any Person performing services on behalf of the 
Partnership who (i) directly or indirectly controls, is controlled by 
or is under common control with a General Partner; (ii) owns or 
controls ten percent (10%) or more of the outstanding voting 
securities of a General Partner; (iii) is an officer, director, 
partner or trustee of a General Partner; or (iv) if a General Partner 
is an officer, director, partner or trustee, in any company for which 
such General Partner acts in any such capacity.  For purposes of this 
Section 6.8 only, the term "controls" and any form of such term shall 
mean the power to direct the management and policies of a Person, 
directly or indirectly, whether through ownership of voting 
securities, by contract or otherwise.

    6.9  Indemnification of the Partnership and the Limited 
Partners

    (a)  The General Partner will indemnify and hold the 
Partnership and the Limited Partners harmless from and against any and 
all Adverse Consequences which the Partnership or any Limited Partner 
may incur by reason of (i) the past, present or future actions or 
omissions of the General Partner or any of its Affiliates constituting 
gross negligence or willful misconduct, or (ii) any liabilities to 
which either the Partnership or the Apartment Complex is subject other 
than (x) any Mortgage or (y) any payables or necessary contractual 
obligations incurred pursuant to the requirements of any Agency or 
Lender in connection with the operation of the Apartment Complex in 
the ordinary course of business.

    (b)  Notwithstanding the foregoing, no General Partner shall be 
liable to a Limited Partner or the Partnership for any act or omission 
for which the Partnership is required to indemnify such General 
Partner under Section 6.8, except as provided by Article V.

    (c)  The General Partner shall indemnify, defend, and hold the 
Limited Partners harmless on an after-tax basis from and against any 
Adverse Consequences related to or arising out of the presence of any 
Hazardous Material at the Apartment Complex (other than any Adverse 
Consequences resulting from the acts or omissions of the Limited 
Partners).  Any claim or loss described in the immediately preceding 
sentence may be defended, compromised, settled, or pursued by the 
Limited Partners with counsel of the Limited Partners' selection, but 
at the expense of General Partner.  Notwithstanding anything else set 
forth herein, this indemnification shall survive the withdrawal of any 
General Partner and/or the termination of this Agreement.

    6.10 Operating Deficits

    Subject to any Requisite Approvals, the General Partner shall be 
obligated during the Subordinated Loan Period, to promptly advance 
funds to eliminate any Operating Deficit, provided however, that the 
General Partner shall not be obligated to advance in excess of 
$275,000.  In any case in which the General Partner otherwise would be 
required to advance funds under this Section 6.10, any amounts then 
held in the Operating Reserve may be released and disbursed for the 
purpose of eliminating the Operating Deficit before the General 
Partner shall be required to advance their own funds.  In the event 
that the General Partner shall fail to make any such advance as 
aforesaid, (a) the Partnership shall utilize amounts (the "Applied 
Amounts") otherwise payable to the General Partner or its Affiliates 
under Section 6.12 and/or Article X to meet the obligations of the 
General Partner pursuant to this Section 6.10, with such utilization 
of Applied Amounts constituting payment and satisfaction of the 
corresponding amounts payable to the General Partner or its Affiliates 
under Section 6.12 and/or Article X, with the proceeds thereof being 
applied to such obligations, and with the obligation of the 
Partnership to make such payments to the General Partner or its 
Affiliates pursuant to Section 6.12 and/or Article X being deemed to 
have been satisfied to the extent thereof and (b) the Special Limited 
Partner shall have the option, exercisable in its sole discretion, to 
cause it or one or more of its designees to be admitted to the 
Partnership as additional General Partner(s).  An additional General 
Partner so admitted shall automatically, without the need for any 
further action by any Partner, become the Managing General Partner and 
shall be delegated all of the powers and authority of all of the 
General Partners pursuant to Section 6.13, and each Partner hereby 
grants to any such additional General Partner a power of attorney, 
coupled with an interest and irrevocable to the extent permitted by 
law, to execute and deliver any and all instruments and documents 
which it believes to be necessary or appropriate in order to 
accomplish the purposes of this Section 6.10 and to manage the 
business of the Partnership.  The admission of an additional General 
Partner shall not relieve any other General Partner of any of its 
economic obligations hereunder, and each other General Partner shall 
indemnify and hold harmless the additional General Partner from and 
against any and all Adverse Consequences sustained in connection with 
the additional General Partner's status as a General Partner (other 
than Adverse Consequences arising solely out of the negligence or 
misconduct of such additional General Partner).  For the purpose of 
this Section 6.10, all expenses shall be paid on a sixty (60)-day 
current basis.  Moreover, the General Partner may in its sole 
discretion at any time advance funds to the Partnership to pay 
operating expenses and/or debt service of the Partnership in order to 
facilitate the Partnership's compliance with the Rent Restriction 
Test.  All advances pursuant to Section 6.5(e) and this Section 6.10 
(including any Applied Amounts), except advances from the Operating 
Reserve, shall constitute non-interest-bearing Subordinated Loans.  
Subordinated Loans shall be repaid in accordance with the provisions 
of Article X.  The form and provisions of all Subordinated Loans shall 
conform to any applicable Regulations.

    6.11 Obligation to Complete the Construction of the Apartment 
Complex

    (a)  The Developer, in its capacity as the Developer and not as 
a General Partner shall be obligated to complete the construction of 
the Apartment Complex and achieve Permanent Mortgage Commencement in 
the manner set forth in this Agreement and the Development Agreement.

    (b)  If and to the extent required by the Construction Lender, 
the completion of the Apartment Complex shall be secured by such 
security as is satisfactory to the Special Limited Partner, which may 
include, but shall not be limited to, the following:

    (i)  a written guaranty of completion by a Person, 
supported by financial statements demonstrating sufficient net 
worth or adequately collateralized by other real or personal 
properties or other Persons' guarantees; and/or

    (ii) a retention of a reasonable portion of the Capital 
Contribution of the Investment Limited Partner and/or fees to 
the General Partner as a potential offset in the event the 
General Partner does not perform in accordance with this 
Agreement.

    6.12 Certain Payments to the General Partner and Others

    (a)  As reimbursement for certain advances and as compensation 
for the Developer's services in connection with the acquisition, 
development and rehabilitation of the Apartment Complex, the 
Partnership shall pay to the Developer a development fee (the 
"Development Fee") in the amount and at the times set forth in the 
Development Agreement.  If the Development Fee has not been fully paid 
by the tenth (10th) anniversary of the Completion Date, the General 
Partner shall make a Capital Contribution to the Partnership in an 
amount sufficient to enable the Partnership to pay any unpaid portion 
of the Development Fee.

    (b)  The Partnership shall pay to the Special Limited Partner 
or an Affiliate thereof a fee (the "Asset Management Fee") commencing 
in 1997 for its services in connection with the Partnership's 
accounting matters relating to the Investment Limited Partner and 
assisting with the preparation  of tax returns and the reports 
required by Section 12.7 in the annual amount of $1500.  The Asset 
Management Fee shall be payable from Cash Flow in the manner and 
priority set forth in Section 10.2(a); provided however, that if in 
any Fiscal Year, Cash Flow is insufficient to pay the full amount of 
the Asset Management Fee, the General Partner shall advance the amount 
of such deficiency to the Partnership as a Subordinated Loan.  If for 
any reason the Asset Management Fee is not paid in any Fiscal Year, 
the unpaid portion thereof shall accrue and be payable on a cumulative 
basis in the first Fiscal Year in which there is sufficient Cash Flow 
or Capital Proceeds as provided in Article X.

    (c)  In consideration of the services of the General Partner in 
managing the day-to-day business and affairs of the Partnership, the 
Partnership shall pay to the General Partner an annual fee (the 
"Partnership Management Fee") commencing in 1997 in the amount of up 
to $1,500, payable from Cash Flow in the manner set forth in Section 
10.2(a).  The Partnership Management Fee shall be noncumulative so 
that if there is not sufficient Cash Flow in any Fiscal Year to pay 
the amount of the Partnership Management Fee specified in Section 
10.2(a), clause Fifth, the Partnership shall have no obligation to pay 
such shortfall in any future Fiscal Year.

    6.13 Delegation of General Partner Authority

    (a)  If there shall be more than one General Partner serving 
hereunder, each General Partner may from time to time, by an 
instrument in writing, delegate all or any of his powers or duties 
hereunder to another General Partner or General Partners.

    (b)  Each contract, deed, mortgage, lease and other instrument 
executed by any General Partner shall be conclusive evidence in favor 
of every Person relying thereon or claiming thereunder that at the 
time of the delivery thereof (i) the Partnership was in existence, 
(ii) this Agreement had not been amended in any manner so as to 
restrict the delegation of authority among General Partners (except as 
shown in certificates or other instruments duly filed in the Filing 
Office) and (iii) the execution and delivery of such instrument was 
duly authorized by the General Partners.  Any Person may always rely 
on a certificate addressed to him and signed by any General Partner 
hereunder:

    (1)  as to who are the General Partners or Limited 
Partners hereunder;

    (2)  as to the existence or nonexistence of any fact 
which constitutes a condition precedent to acts by the General 
Partners or in any other manner germane to the  affairs of the 
Partnership;

    (3)  as to who is authorized to execute and deliver any 
instrument or document of the Partnership;

    (4)  as to the authenticity of any copy of this Agreement 
and any amendments thereto; or

    (5)  as to any act or failure to act by the Partnership 
or as to any other matter whatsoever involving the Partnership 
or any Partner.

    6.14 Assignment to Partnership

    The Developer and the General Partner hereby transfer and assign 
to the Partnership all of their right, title and interest in and to 
the Apartment Complex and in and to all of the Project Documents, 
including, but not limited to, the following: (i) all contracts with 
architects, supervising architects, engineers and contractors with 
respect to the development of the Apartment Complex; (ii) all plans, 
specifications and working drawings heretofore prepared or obtained in 
connection with the Apartment Complex; (iii) all governmental 
commitments and approvals obtained, and applications therefore, 
including, but not limited to those relating to planning, zoning, 
building permits and Tax Credits; (iv) any and all commitments with 
respect to any Mortgage(s); and (v) any and all contracts or rights 
with respect to any agreements with any Agency or Lender.

    6.15 Contracts with Affiliates

    (a)  The General Partner or any Affiliate thereof may act as 
Management Agent upon the terms and conditions set forth in Article 
XI.

    (b)  The General Partner or any Affiliates thereof shall have 
the right to contract or otherwise deal with the Partnership for the 
sale of goods or services to the Partnership in addition to those set 
forth herein, if (i) compensation paid or promised for such goods or 
services is reasonable (i.e., at fair market value) and is paid only 
for goods or services actually furnished to the Partnership, (ii) the 
goods or services to be furnished shall be reasonable for and 
necessary to the Partnership, (iii) the fees, terms and conditions of 
such transaction are at least as favorable to the Partnership in all 
material respects as would be obtainable in an arm's-length 
transaction, and (iv) no agent, attorney, accountant or other 
independent consultant or contractor who also is employed on a full-
time basis by the General Partner or any Affiliate shall be 
compensated by the Partnership for his services.  Any contract 
covering such transactions shall be in writing and shall be terminable 
without penalty on sixty (60) days written notice.  Any payment made 
to the General Partner or any Affiliate for such goods or services 
shall be fully disclosed to all Limited Partners in the reports 
required under Article XII.  Neither the General Partner nor any 
Affiliate shall, by the making of lump-sum payments to any other 
Person for disbursement by such other Person, circumvent the 
provisions of this Section 6.15(b). 
    6.16 Tax Matters Partner

    (a)  The General Partner hereby is designated as Tax Matters 
Partner of the Partnership, and shall engage in such undertakings as 
are required of the Tax Matters Partner of the Partnership as provided 
in treasury regulations pursuant to Section 6231 of the Code.  Each 
Partner, by the execution of this Agreement, consents to such 
designation of the Tax Matters Partner and agrees to execute, certify, 
acknowledge, deliver, swear to, file and record at the appropriate 
public offices such documents as may be necessary or appropriate to 
evidence such consent.

    (b)  The Tax Matters Partner hereby is authorized, but not 
required:

    (i)  to enter into any settlement agreement with the 
Service with respect to any tax audit or judicial review, in 
which agreement the Tax Matters Partner may expressly state that 
such agreement shall bind the other Partners, except that such 
settlement agreement shall not bind any Partner who (within the 
time prescribed pursuant to the Code and treasury regulations 
thereunder) files a statement with the Service providing that 
the Tax Matters Partner shall not have the authority to enter 
into a settlement agreement on the behalf of such Partner;

    (ii) in the event that a notice of final administrative 
adjustment at the Partnership level of any item required to be 
taken into account by a Partner for tax purposes (a "Final 
Adjustment") is mailed to the Tax Matters Partner, to seek 
judicial review of such Final Adjustment, including the filing 
of a petition for readjustment with the Tax Court, the District 
Court of the United States for the district in which the 
Partnership's principal place of business is located, or the 
United States Claims Court;

    (iii)     to intervene in any action brought by any other 
Partner for judicial review of a Final Adjustment;

    (iv) to file a request for an administrative adjustment 
with the Service at any time and, if any part of such request is 
not allowed by the Service, to file an appropriate pleading 
(petition or complaint) for judicial review with respect to such 
request;

    (v)  to enter into an agreement with the Service to 
extend the period for assessing any tax which is attributable to 
any item required to be taken into account by a Partner for tax 
purposes, or an item effected by such item; and

    (vi) to take any other action on behalf of the Partners 
or the Partnership in connection with any administrative or 
judicial tax proceeding to the extent permitted by applicable 
law or Regulations.

    (c)  The Partnership shall indemnify and reimburse the Tax 
Matters Partner for all expenses, including legal and accounting fees, 
claims, liabilities, losses and damages incurred in connection with 
any administrative or judicial proceeding with respect to the tax 
liability of the Partners.  The payment of all such expenses shall be 
made before any distributions are made from Cash Flow or any 
discretionary reserves are set aside by the General Partner.  The 
General Partner shall have the obligation to provide Partnership funds 
for such purpose, but only to the extent of available Partnership 
resources.  The taking of any action and the incurring of any expense 
by the Tax Matters Partner in connection with any such proceeding, 
except to the extent required by law, is a matter in the sole 
discretion of the Tax Matters Partner and the provisions on 
limitations of liability of the General Partner and indemnification 
set forth in Section 6.8 of this Agreement shall be fully applicable 
to the Tax Matters Partner in its capacity as such.

ARTICLE VII

Withdrawal of a General Partner; New General Partners

    7.1  Voluntary Withdrawal

    (a)  Except as set forth in Section 7.1(b) below, no General 
Partner shall have the right to Withdraw voluntarily from the 
Partnership or to sell, assign or encumber its Interest without the 
Consent of the Investment Limited Partner and each of the other 
General Partners (if any) and, if required, any Requisite Approvals.

    (b)  Notwithstanding the foregoing:

    (i)  A General Partner may at any time propose to the 
Investment Limited Partner a Person to serve as such General 
Partner's successor or if at such time there be more than one 
General Partner, to serve as a successor to one or more of the 
General Partners desiring to withdraw.  If the Investment 
Limited Partner has consented thereto or if, pursuant to 
Section 7.5, such a consent is not required, and any Requisite 
Approvals are obtained to such withdrawal and the admission of 
such successor, all Partners hereby agree, subject to the 
provisions of Section 7.5, that this Agreement and the 
Certificate shall be appropriately amended to effect such 
withdrawal and admission.

    (ii) If the Special Limited Partner or its designee 
becomes a General Partner pursuant to the provisions of Section 
4.5(b), Section 5.2(e), Section 6.2(b) or Section 6.10, it shall 
not require the consent of any other General Partner to transfer 
all or any portion of its Interest as a General Partner, other 
than as may be required under the Act.

    (iii)     The General Partner may pledge or assign its 
Interest to the Construction Lender as security for the 
Partnership's obligations under the Construction Loan Documents, 
provided that the form and substance of such pledge or 
assignment has been approved by the Special Limited Partner.

    7.2  Reconstitution

     (a) In the event of the Withdrawal of a General Partner, the 
Partnership shall not be dissolved or required to be wound up if (i) 
at the time of such Withdrawal there is at least one remaining General 
Partner and that General Partner carries on the business of the 
Partnership (any such remaining General Partner being hereby 
authorized to carry on the business of the Partnership), or (ii) 
within ninety (90) days after such Withdrawal all remaining Partners 
(or if authorized by the Act, a majority of the Percentage Interests 
in the Partnership) agree in writing to continue the business of the 
Partnership and to the appointment, effective as of the date of such 
Withdrawal, of one or more additional General Partners.    Within ten 
(10) days after the occurrence of such Withdrawal, the remaining 
General Partners, if any, shall notify the Investment Limited Partner 
thereof.

    (b)  If it is determined, by a court of competent jurisdiction, 
that the Partnership has dissolved prior to the occurrence of a 
Liquidating Event, or if upon the Withdrawal of a General Partner, the 
Partners fail to appoint a substitute General Partner effective as of 
such event and to agree to continue the business of the Partnership as 
provided in this Section 7.2, then within an additional ninety (90) 
days after such determination or the last day of such ninety (90) day 
period, as the case may be (the "Reconstitution Period"), a majority 
of those Persons constituting the Investment Limited Partner may elect 
to reconstitute the Partnership and continue its business on the same 
terms and conditions set forth in this Agreement by forming a new 
limited partnership on terms identical to those set forth in this 
Agreement and having as a General Partner a Person designated by a 
majority of those Persons constituting the Investment Limited 
Partners.  Upon any such election by the Investment Limited Partner, 
all Partners shall be bound thereby and shall be deemed to have 
consented thereto.  Unless such an election is made within the 
Reconstitution Period, the Partnership shall wind up its affairs in 
accordance with the provisions of Section 10.3 hereof.  If such an 
election is made within the Reconstitution Period, then:

    (i)  The reconstituted limited partnership shall 
continue until the occurrence of a Liquidating Event as 
provided in Section 2.4;

    (ii) If the successor General Partner is not a 
former General Partner, then the provisions of Section 
7.4(d) shall apply; and

    (iii)     All necessary steps shall be taken to cancel 
this Agreement and the Certificate and to enter into a new 
partnership agreement and certificate of limited 
partnership, and the successor General Partner shall be 
obligated to take such steps.

    7.3  Successor General Partner

    (a)  Upon the occurrence of any Withdrawal, the remaining 
General Partners may designate a Person to become a successor General 
Partner to the Withdrawing General Partner.  Except as provided in 
Section 7.5 and subject to the provisions of Section 7.5, any Person 
so designated, subject to any Requisite Approvals, the Consent of the 
Investment Limited Partner and, if required by the Act or any other 
applicable law, the consent of any other Partner so required, shall 
become a successor General Partner upon his written agreement to be 
bound by the Project Documents and by the provisions of this 
Agreement.  

    (b)  If any Withdrawal shall occur at a time when there is no 
remaining General Partner and the Partners do not unanimously elect to 
continue the business of the Partnership in accordance with the 
provisions of clause (ii) of Section 7.2(a) above, then a majority of 
those Persons constituting the Investment Limited Partner shall have 
the right, subject to any Requisite Approvals, to designate a Person 
to become a successor General Partner upon his written agreement to be 
bound by the Project Documents and by the provisions of this 
Agreement. 

    (c)  If the Investment Limited Partner elects to reconstitute 
the Partnership and admit a successor General Partner pursuant to this 
Section 7.3, the relationship of the Partners in the reconstituted 
Partnership shall be governed by this Agreement. 

    7.4  Interest of Predecessor General Partner

    (a)  Except as provided in Section 7.3(a), no assignee or 
transferee of all or any part of the Interest as a General Partner of 
a General Partner shall have any automatic right to become a General 
Partner.  Until the acquisition of the Interest of a Withdrawing 
General Partner pursuant to Section 7.4(d) or 7.6, such Interest shall 
be deemed to be that of an assignee and the holder thereof shall be 
entitled only to such rights as an assignee may have as such under the 
laws of the State. 

    (b)  Anything herein contained to the contrary notwithstanding, 
any General Partner who Withdraws voluntarily in violation of 
Section 7.1 shall remain liable for all of its obligations under this 
Agreement, for all its other obligations and liabilities hereunder 
incurred or accrued prior to the date of its Withdrawal and for any 
loss or damage which the Partnership or any of its Partners may incur 
as a result of such Withdrawal (except as provided in Section 6.8(a)), 
except for any loss or damage attributable to the default, negligence 
or misconduct of a successor General Partner admitted in its place 
under this Agreement. 

    (c)  The estate (which term, for purposes of this 
Section 7.4(c), shall include the heirs, distributees, estate, 
executors, administrators, guardian, committee, trustee or other 
personal representative) of a Withdrawn General Partner shall be 
liable for all his liabilities and obligations hereunder, except as 
provided in this Section 7.4(c).  In the event of the death, insanity 
or incompetency of a General Partner, his estate shall remain liable 
for all of his obligations and liabilities hereunder incurred or 
accrued prior to the date of such event, and for any damages arising 
out of any breach of this Agreement by him, but his estate shall not 
have any obligation or liability on account of the business of the 
Partnership or the activities of the other General Partners after his 
death, insanity or incompetency unless it becomes a General Partner 
pursuant to Section 7.3(a).

    (d)  The Disposition of the General Partner Interest of a 
General Partner who or which Withdraws voluntarily in compliance with 
this Agreement shall be accomplished in such manner as shall be  
reasonably acceptable to the remaining General Partners and shall be  
reasonably approved by Consent of the Investment Limited Partner.  
Except as provided in the preceding sentence, upon the Withdrawal of a 
General Partner (other than a General Partner who or which is removed 
as such pursuant to Section 4.5), such Withdrawn General Partner shall 
be deemed to have automatically transferred to the remaining General 
Partners, in proportion to their respective General Partner Interests, 
or, if there shall be no remaining General Partner, then to the 
Partnership for the benefit of the remaining Partners, all or such 
portion of the General Partner Interest of such Withdrawn General 
Partner which, when aggregated with the existing General Partner 
Interests of all such remaining General Partners, will be sufficient 
to assure such remaining General Partners a 1% interest in all 
Profits, Losses, Tax Credits and distributions of the Partnership 
under Article X.  No documentation shall be necessary to effectuate 
such transfer, which shall be automatic, and no consideration shall be 
payable therefor.  For the purposes of Article X, the effective date 
of the transfer pursuant to the provisions of this Section 7.4(d) of 
the General Partner Interest of a Withdrawn General Partner shall be 
deemed to be the date on which such Withdrawal occurs.  That portion 
of the General Partner Interest (the "Remaining Interest") of the 
Withdrawing General Partner which shall not have been transferred 
pursuant to this Section 7.4(d) (except in respect of a removed 
General Partner), shall be retained by such Withdrawing General 
Partner (or pass to legal representatives thereof) who or which shall 
have the status of a special Limited Partner, but with the right to 
receive only that share of the Profits, Losses, Tax Credits and 
distributions of the Partnership to which the Withdrawing General 
Partner, as such, would have been entitled had he or it remained, 
reduced to the extent of the General Partner Interest transferred 
hereunder, but such Withdrawing Partner (or his or its legal 
representatives, as the case may be) shall not be considered to be a 
Special Limited Partner for the purpose of exercising any rights 
reserved to the Special Limited Partner under this Agreement or 
sharing the benefits allocated to the Special Limited Partner under 
Article X hereof and shall not participate in the votes or consents of 
the Limited Partners hereunder; provided, however, that in the case of 
a General Partner who or which Withdraws involuntarily without 
violation of this Agreement, the Partnership shall have the option 
(but not the obligation), exercisable by notice to the holder of such 
Interest within six (6) months following the date of such Withdrawal, 
to acquire the Remaining Interest of such Withdrawing General Partner 
(or the Special Limited Partner Interest deriving therefrom) in 
accordance with the valuation and payment provisions of Section 7.8.  

    7.5  Amendment of Certificate; Approval of Certain Events

    (a)  Upon the admission of a new General Partner pursuant to 
the preceding provisions of this Article VII, Schedule A shall be 
amended to reflect such admission and an amendment to the Certificate, 
also reflecting such admission, shall be filed as required by the Act.

    (b)  Each Partner hereby consents to and authorizes any 
admission or substitution of a General Partner or any other 
transaction, including, without limitation, the continuation of the 
Partnership business, which has been authorized under the provisions 
of this Agreement, and hereby ratifies and confirms each amendment of 
this Agreement necessary or appropriate to give effect to any such 
transaction.  

    7.6  Valuation and Sale of Interest of Former General Partner

    (a)  Subject to the provisions of Section 7.4(d), if the 
business of the Partnership is continued after the Withdrawal of a 
General Partner, or if, following such event, the Partnership  is 
reconstituted and continued, in each case as contemplated by this 
Agreement, the Partnership shall purchase such General Partner's 
Interest if such removal is without cause or if such Withdrawal is not 
in violation of this Agreement (which term, and words of like import, 
as used in this  Section 7.6 shall refer only to the "Remaining 
Interest" of such Withdrawing General Partner as defined in 
Section 7.4(d) in all cases where applicable) each for a price equal 
to the fair market value thereof.  Such fair market value shall be 
determined by two independent appraisers, one selected by the former 
General Partner or its representative and one by the Partnership.  If 
such appraisers are unable to agree on the value of the former General 
Partner's Interest, they shall jointly appoint a third independent 
appraiser whose determination shall be final and binding.  The 
appraisers may act with or without a hearing, and the cost of the 
appraisal will be shared equally between such former General Partner 
and the Partnership.  If a General Partner is removed by the 
Investment Limited Partner for cause, or if a General Partner has 
voluntarily withdrawn from the Partnership in contravention of the 
terms of this Agreement, the General Partner shall forfeit its 
Interest to the Partnership, not as a penalty but as liquidated 
damages to compensate the Partnership for the action of such General 
Partner leading to its removal, or for the fact of its violation of 
the terms of this Agreement.

    (b)  Promptly after the determination of the purchase price of 
a former General Partner's Interest pursuant to Section 7.6(a), the 
Partnership shall deliver to such former General Partner a promissory 
note of the Partnership for such purchase price, payable in five equal 
consecutive annual installments commencing on the first anniversary of 
the date of such note.  Such promissory note shall bear simple 
interest at the rate per annum which is at all times the AFR, payable 
on the last day of each calendar quarter during which such note is 
outstanding.  Within one hundred twenty (120) days after the 
determination of the purchase price of the former General Partner's 
Interest, the Partnership may, with the consent of all remaining 
General Partners and the Consent of the Investment Limited Partner, 
sell such Interests to one or more Persons, who may be Affiliates of 
the remaining General Partner or General Partners, and admit such 
Person or Persons to the Partnership as substitute General Partners; 
provided, however, that the purchase price to be paid to the 
Partnership for the Interest of the former General Partner shall not 
be less than its purchase price as determined by the appraisal and, if 
applicable, arbitration described above.  Such substitute General 
Partners may pay said purchase price in installments in the manner set 
forth above in this Section 7.6(b).

    7.7  Designation of New General Partners

    The General Partner may, with the written consent of all 
Partners, at any time designate new General Partners, each with such 
Interest as a General Partner in the Partnership as the General 
Partner may specify, subject to any Requisite Approvals.

    Any new General Partner shall, as a condition of receiving any 
interest in the Partnership property, agree to be bound by the Project 
Documents and any other documents required in connection therewith and 
by the provisions of this Agreement, to the same extent and on the 
same terms as any other General Partner.

ARTICLE VIII

Transferability of Limited Partner Interests

    8.1  Assignments

    (a)  Except by operation of law (including the laws of descent 
and distribution) or pursuant to the provisions of Section 8.1(b), no 
Limited Partner may assign all or any part of its Interest without the 
written consent of the General Partner, the giving or withholding of 
which is exclusively within its discretion.  

    (b)  A Limited Partner, without the consent of the General 
Partner, may assign to any Person all or any portion of the economic 
benefits of the ownership of such Limited Partner's Interest; 
provided, however, that such assignment shall not be binding on the 
Partnership until there shall have been filed with the Partnership by 
registered mail certified copies of an executed and acknowledged 
assignment and the written acceptance by the assignee of all the terms 
and provisions of this Agreement; if such assignment and acceptance 
are not so filed, the Partnership need not recognize such assignment 
for any purpose.  An assignee of a Limited Partner who does not become 
a Substituted Limited Partner shall have the right to receive the 
allocable share of any Profits, Losses, Tax Credits or distributions 
of the Partnership to which the assigning Limited Partner would have 
been entitled with respect to the Interest (or portion thereof) so 
assigned if no such assignment had been made by such Limited Partner.  
Any assigning Limited Partner whose permitted assignee becomes a 
Substituted Limited Partner shall thereupon cease to be a Limited 
Partner and shall no longer have any of the rights or privileges of a 
Limited Partner.  Where the assignee does not become a Substituted 
Limited Partner, the Partnership shall recognize such assignment not 
later than the last day of the calendar month following receipt of 
notice of assignment and all documentation required in connection 
therewith.

    (c)  Each assignee of a Limited Partner Interest (or any 
portion thereof) who desires to make a further assignment of its 
Interest shall be subject to all the provisions of this Article VIII.

    8.2  Substituted Limited Partner

    (a)  No Limited Partner shall have the right to substitute an 
assignee as Limited Partner in its place.  Subject to the provisions 
of Section 8.3, the General Partner may, in its sole discretion, 
permit an assignee to become a Substituted Limited Partner.  The 
consent of the General Partner to an assignment of a Limited Partner's 
Interest under Section 8.1 shall not, in and of itself, constitute its 
consent to the admission of the assignee as a Substituted Limited 
Partner under this Section 8.2.

    (b)  Any Substituted Limited Partner shall execute such 
instrument or instruments as shall be required by the General Partner 
to signify the agreement of such Substituted Limited Partner to be 
bound by all the provisions of this Agreement and shall pay the 
Partnership's reasonable legal fees and filing costs in connection 
with its substitution as a Limited Partner.

    8.3  Restrictions

    (a)  No Disposition of a Limited Partner Interest may be made 
if such Disposition would violate the provisions of  Sections 8.1, 8.2 
or 13.1.

    (b)  In no event shall all or any part of a Limited Partner 
Interest be Disposed of to a minor (other than to a descendant by 
reason of death) or to an incompetent.

    (c)  The General Partner may, in addition to any other 
requirement it may impose, require as a condition of any Disposition 
of a Limited Partner Interest that the transferor (i) assume all costs 
incurred by the Partnership in connection therewith and (ii) furnish 
the Partnership and the other Partners with an opinion of counsel 
satisfactory to counsel to the Partnership that such Disposition 
complies with applicable federal and state securities laws.

    (d)  Any sale, exchange, transfer or other Disposition of a 
Limited Partner Interest in contravention of any of the provisions of 
this Section 8.3 shall be void and ineffectual and shall not bind or 
be recognized by the Partnership.

    (e)  Notwithstanding any other provision contained in this 
Article VIII, if at any time there is more than one Investment Limited 
Partner, each Investment Limited Partner shall have a right of first 
refusal to purchase the Interest of any other Investment Limited 
Partner who wishes to sell or otherwise transfer its Interest at a 
price equal to and on terms identical to those of the prospective 
purchaser thereof, to the extent reasonably practical, and shall have 
at least fifteen (15) business days in which to exercise such right 
after receiving notice thereof.  If there shall be more than two non-
selling or transferring Investment Limited Partners, each of which 
desires to exercise such a right of first refusal, they may do so pro 
rata or, to the extent one does not so desire to exercise such right, 
to the extent of the entire Interest being so sold or transferred.

ARTICLE IX

Borrowings

    All Partnership borrowings shall be subject to the terms of this 
Agreement and may be made from any source, including Partners and 
their Affiliates.  Any Partnership borrowings from any Partner shall 
be subject to any Requisite Approvals.  If any Partner shall lend any 
monies to the Partnership, the amount of any such loan shall not 
increase such Partner's Capital Contribution.  If any Partner shall so 
lend monies, each such loan (a "Voluntary Loan") shall be an 
obligation of the Partnership and (except for Subordinated Loans) 
shall be repayable to such Partner on the same basis and with the same 
rate of interest as would be applicable to a comparable loan to the 
Partnership from a third party.  Funds advanced by the General Partner 
to the Partnership pursuant to the provisions of Section 6.11 shall 
not constitute borrowings for the purposes of this Article IX or for 
any other purposes.

ARTICLE X

Profits, Losses, Tax Credits, Distributions and Capital Accounts

    10.1 Profits, Losses and Tax Credits

    (a)  Subject to the provisions of Section 10.1(b) and Section 
10.4, for each Partnership Fiscal Year or portion thereof, all 
Operating Profits and Losses, tax-exempt income, losses, non-
deductible non-capitalizable expenditures and Tax Credits incurred or 
accrued on or after the Commencement Date shall be allocated ninety-
nine percent (99%) to the Investment Limited Partner and one percent 
(1%) to the General Partner, provided, however, that in any Fiscal 
Year in which Operating Profits are generated, such Operating Profits 
shall be allocated to and among the Partners in the same percentages 
as distributions of Cash Flow are made pursuant to Clause Fifth of 
Section 10.2(a).

    (b)  Except as otherwise specifically provided in this Article, 
all Profits and Losses arising from a Capital Transaction shall be 
allocated to the Partners as follows:

         As to Profits:

              First, that portion of Profits 
(including any Profits treated as ordinary income for 
federal income tax purposes) shall be allocated to the 
Partners who have negative Capital Account balances in 
proportion to the amounts of such balances, provided that 
no Profits shall be allocated to a Partner under this 
Clause First to increase any such Partner's Capital 
Account above zero; and

              Second, Profits in excess of the amounts 
allocated under Clause First above shall be allocated to 
and among the Partners in the same percentages as cash is 
distributed under Clauses Seventh, Eighth and Tenth of 
Section 10.2(b);

         As to Losses:

              First, an amount of Losses shall be 
allocated to the Partners to the extent and in such 
proportions as shall be necessary such that, after giving 
effect thereto, the respective balances in all Partners' 
Capital Accounts shall be in the ratio of 99% for the 
Investment Limited Partner and 1% for the General Partner;

              Second, an amount of Losses shall be 
allocated to the Partners until the balance in each 
Partner Capital Account equals the amount of such 
Partner's Capital Contribution (after the allocation under 
Clause First above);

              Third, an amount of Losses shall be 
allocated to the Partners to the extent of and in 
proportion to such Partners' Capital Account balances 
(after the allocations under Clauses First and Second 
above); and 

              Fourth, any remaining amount of Losses 
after the allocation under Clauses First, Second and Third 
above shall be allocated to the Partners in accordance 
with the manner in which they bear the Economic Risk of 
Loss associated with such Loss; provided, however, that in 
the event that no Partner bears an Economic Risk of Loss 
then any remaining Losses shall be allocated 99% to the 
Investment Limited Partner and 1% to the General Partner.

    10.2 Cash Distributions Prior to Dissolution

    (a)  Cash Flow

         Subject to any Requisite Approvals, Cash Flow for each 
Fiscal Year or portion thereof shall be applied as follows:

              First, to the payment of the Asset 
Management Fee for such Fiscal Year and for any previous 
Fiscal Year(s) as to which the Asset Management Fee shall 
not yet have been paid in full;

              Second, to the payment of any unpaid 
portion of the Development Fee;

              Third, to the repayment of any 
Subordinated Loans, with any such payments to be applied 
first to accrued but unpaid interest and then to 
principal;

              Fourth, with respect to any portion of 
the Operating Reserve funded solely from the General 
Partner's own funds, to the distribution to the General 
Partner (or its designee) of any portion of the Operating 
Reserve which may be released and disbursed in accordance 
with the provisions of Section 6.5(e)(ii);

              Fifth, to the payment of the Partnership 
Management Fee in an amount not to exceed the difference 
between $1,500 and the amount of Cash Flow distributed 
pursuant to Clause Second of this Section 10.2(a) for such 
Fiscal Year; and

              Sixth, the balance thereof, if any, 
shall be distributed annually, seventy-five (75) days 
after the end of the Fiscal Year, 25% to the Investment 
Limited Partner and 75% to the General Partner.  

    (b)  Distributions of Capital Proceeds

         Prior to dissolution and subject to the provisions of 
Section 4.2(c), if Capital Proceeds are available for distribution 
from a Capital Transaction, such Capital Proceeds shall be applied or 
distributed as follows:

              First, to the payment of all matured 
debts and liabilities of the Partnership (including, but 
not limited to, all expenses of the Partnership incident 
to such Capital Transaction, excluding (i) debts and 
liabilities of the Partnership to Partners or their 
Affiliates, (ii) all unpaid fees owing to the General 
Partner or its Affiliates and (iii) notes delivered and 
payable pursuant to Section 7.8(b)(i) and (ii); and to the 
establishment of any reserves which the General Partner 
and the Auditors shall deem reasonably necessary for 
contingent, unmatured or unforeseen liabilities or 
obligations of the Partnership;

              Second, to the payment of the 
Disposition Fee to the General Partner; 

         Third, to the payment of any accrued and unpaid 
Asset Management Fees;

              Fourth, to the payment to the Investment 
Limited Partner of the full amount (including interest) of 
any Credit Recovery Loans;

    Fifth, to the repayment of any Subordinated Loans, 
with any such payments to be applied first to accrued but 
unpaid interest and then to principal;

              Sixth, to the repayment of any remaining 
unpaid debts and liabilities owed to Partners or 
Affiliates thereof by the Partnership for Partnership 
obligations (exclusive of Credit Recovery Loans and 
Subordinated Loans) to any of them, including, but not 
limited to, accrued and unpaid amounts due in respect of 
any and all fees (including but not limited to the 
Development Fee) due and payable to the General Partner or 
its Affiliates as set forth in Section 6.12; provided, 
however, that any debts or obligations to be repaid to any 
Limited Partner or Affiliate thereof pursuant to this 
Clause Sixth shall be repaid prior to the repayment of any 
such debts or obligations to any General Partner or 
Affiliate thereof;

              Seventh, to the payment to each Limited 
Partner of an amount equal to its Tax Liability, in each 
case minus any prior distributions made to such Partner 
under this Clause Seventh, but never an amount less than 
zero;

              Eighth, to the payment to each General 
Partner of an amount equal to its Invested Amount in each 
case minus any prior distributions made to such Partner 
under Clause Second of this Section 10.2(b), but never an 
amount less than zero;

              Ninth, except in the case of a 
refinancing, to each Partner in an amount equal to the 
positive balance in its Capital Account, after adjustments 
pursuant to Clauses First through Eighth of this 
Section 10.2(b); and 

              Tenth, subject to the provisions of 
Section 10.3(a), any balance 50% to the Investment Limited 
Partner, and 50% to the General Partner.  

    10.3 Distributions Upon Dissolution

    (a)  Upon dissolution and termination, after payment of, or 
adequate provision for, the debts and obligations of the Partnership, 
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 Capital Account adjustments for 
the Partnership Fiscal Year, including adjustments to Capital Accounts 
pursuant to Sections 10.1(b) and 10.3(b).  In the event that a General 
Partner or Additional Limited Partner has a negative balance in its 
Capital Account following the liquidation of the Partnership or such 
Partner's Interest, after taking into account all Capital Account 
adjustments for the Partnership Fiscal Year in which such liquidation 
occurs, such Partner shall pay to the Partnership in cash an amount 
equal to the negative balance in such Partner's Capital Account.  Such 
payment shall be made by the end of such Fiscal Year (or, if later, 
within ninety (90) days after the date of such liquidation) and shall, 
upon liquidation of the Partnership, be paid to recourse creditors of 
the Partnership or distributed to other Partners in accordance with 
the positive balances in their Capital Accounts.

    (b)  With respect to assets distributed in kind to the Partners 
in liquidation or otherwise, (i) any unrealized appreciation or 
unrealized depreciation in the values of such assets shall be deemed 
to be Profits and Losses realized by the Partnership immediately prior 
to the liquidation or other distribution event; and (ii) such Profits 
and Losses shall be allocated to the Partners in accordance with the 
provisions of Section 10.1(b), 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.  
For the purposes of this Section 10.3(b), the terms "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 the 
provisions of Section 7701(g) of the Code), and the Partnership's 
adjusted basis for such assets as determined under the applicable 
provisions of the Allocation Regulations.  This Section 10.3(b) is 
merely intended to provide a rule for allocating unrealized gains and 
losses upon liquidation or other distribution event, and nothing 
contained in this Section 10.3(b) or elsewhere herein 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 
appraiser to be selected by the General Partner with the Consent of 
the Special Limited Partner.

    10.4 Special Provisions

    (a)  Except as otherwise provided in this Agreement, all 
Profits, tax-exempt income, Losses, non-deductible non-capitalizable 
expenditures, Tax Credits and cash distributions shared by a class of 
Partners shall be shared by each Partner in such class in the ratio of 
such Partner's paid-in Capital Contribution to the paid-in Class 
Contribution of the class of Partners of which such Partner is a 
member.

    (b)  Notwithstanding the foregoing provisions of this 
Article X:

    (i)  If (a) the Partnership incurs recourse obligations 
or Partner Nonrecourse Debt (including, without limitation, 
Voluntary Loans or Subordinated Loans) or (b) the Partnership 
incurs Losses from extraordinary events which are not recovered 
from insurance or otherwise (collectively "Recourse 
Obligations") in respect of any Partnership Fiscal Year, then 
the calculation and allocation of Profits and Losses shall be 
adjusted as follows:  first, an amount of deductions 
attributable to the Recourse Obligations shall be allocated to 
the General Partner; and second, the balance of such deductions 
shall be allocated as provided in Section 10.1(a).

    (ii) If any Profits arise from the sale or other 
disposition of any Partnership asset which shall be treated as 
ordinary income under the depreciation recapture provisions of 
the Code, then the full amount of such ordinary income shall be 
allocated among the Partners in the proportions that the 
Partnership deductions from the depreciation giving rise to such 
recapture were actually allocated.  In the event that 
subsequently-enacted provisions of the Code result in other 
recapture income, no allocation of such recapture income shall 
be made to any Partner who has not received the benefit of those 
items giving rise to such other recapture income.

    (iii)     If the Partnership shall receive any purchase money 
indebtedness in partial payment of the purchase price of the 
Apartment Complex and such indebtedness is distributed to the 
Partners pursuant to the provisions of Section 10.2(b) or 
Section 10.3, the distributions of the cash portion of such 
purchase price and the principal amount of such purchase money 
indebtedness hereunder shall be allocated among the Partners in 
the following manner:  On the basis of the sum of the principal 
amount of the purchase money indebtedness and cash payments 
received on the sale (net of amounts required to pay Partnership 
obligations and fund reasonable reserves), there shall be 
calculated the percentage of the total net proceeds 
distributable to each class of Partners based on Section 10.2(b) 
or Section 10.3, as applicable, treating cash payments and 
purchase money indebtedness principal interchangeably for this 
purpose, and the respective classes shall receive such 
respective percentages of the net cash purchase price and 
purchase money principal.  Payments on such purchase money 
indebtedness retained by the Partnership shall be distributed in 
accordance with the respective portions of principal allocated 
to the respective classes of Partners in accordance with the 
preceding sentence, and if any such purchase money indebtedness 
shall be sold, the sale proceeds shall be allocated in the same 
proportion.

    (iv) Income, gain, loss and deduction with respect to any 
asset which has a variation between its basis computed in 
accordance with the applicable provisions of the Allocation 
Regulations and its basis computed for federal income tax 
purposes shall be shared among the Partners so as to take 
account of such variation in a manner consistent with the 
principles of Section 704(c) of the Code and Section 1.704-
1(b)(2)(iv)(g) of the Allocation Regulations.

    (v)  The terms "Profits" and "Losses" used in this 
Agreement shall mean income and losses, and each item of income, 
gain, loss, deduction or credit entering into the computation 
thereof, as determined in accordance with the accounting methods 
followed by the Partnership and computed in accordance with 
Treasury Regulation Section 1.704-1(b)(2)(iv).  Profits and 
Losses for federal income tax purposes shall be allocated in the 
same manner as set forth in this Article X, except as provided 
in Section 10.4(b)(iv).

    (vi) Nonrecourse Deductions shall be allocated 1% to the 
General Partner and 99% to the Investment Limited Partner.

    (vii)     Partner Nonrecourse Deductions shall be allocated to 
and among the Partners in the manner provided in the Allocation 
Regulations.

    (viii)    Subject to the provisions of Section 
10.4(b)(xix), if there is a net decrease in Partnership Minimum 
Gain for a Partnership Fiscal Year, the Partners shall be 
allocated items of Partnership income and gain in accordance 
with the provisions of Section 1.704-(2)(f) of the Allocation 
Regulations.

    (ix) Subject to the provisions of Section 10.4(b)(xix), 
if there is a net decrease in Partner Nonrecourse Debt Minimum 
Gain for a Partnership Fiscal Year then any Partner with a Share 
of such Partner Nonrecourse Debt Minimum Gain shall be allocated 
items of Partnership income and gain in accordance with the 
provisions of Section 1.704-2(i)(4) of the Allocation 
Regulations.

    (x)  Subject to the provisions of 10.4(b)(vi) through 
10.4(b)(ix) above, in the event that any Limited Partner 
unexpectedly receives any adjustments, allocations or 
distributions described in Section 1.704-1(b)(2)(ii)(d)(4), (5) 
or (6) of the Allocation Regulations, 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 Allocation Regulations, the Adjusted 
Capital Account Deficit of such Limited Partner as quickly as 
possible.  This Section 10.4(b)(x) is intended to constitute a 
"qualified income offset" provision within the meaning of the 
Allocation Regulations and shall be interpreted consistently 
therewith.

    (xi) Subject to the provisions of Sections 10.4(b)(vi) 
through 10.4(b)(x) above, in no event shall any Limited Partner 
be allocated Losses which would cause it to have an Adjusted 
Capital Account Deficit as of the end of any Partnership Fiscal 
Year.  Any Losses which are not allocated to a Limited Partner 
by reason of the application of the provisions of this Section 
10.4(b)(xi) shall be allocated to the General Partner.

    (xii)     Subject to the provisions of Sections 10.4(b)(vi) 
through 10.4(b)(xi) above, in the event that any Limited Partner 
has an Adjusted Capital Account Deficit at the end of any 
Partnership Fiscal Year, items of Partnership income and gain 
shall be specially allocated to each such Limited Partner in the 
amount of such Adjusted Capital Account Deficit as quickly as 
possible.

    (xiii)    Syndication Expenses for any Fiscal Year or 
other period shall be specially allocated to the Investment 
Limited Partner.

    (xiv)     For purposes of determining the Profits, Losses, Tax 
Credits or any other items allocable to any period, Profits, 
Losses, Tax Credits and any such other items shall be determined 
on a daily, monthly, or other basis, as determined by the 
General Partner using any permissible method under Code Section 
706 and the Treasury Regulations thereunder.

    (xv) To the extent that interest on loans (or other 
advances which are deemed to be loans) made by a General Partner 
to the Partnership is determined to be deductible by the 
Partnership in excess of the amount of interest actually paid by 
the Partnership, such additional interest deduction(s) shall be 
allocated solely to such General Partner.

    (xvi)     Notwithstanding anything to the contrary contained 
herein, the General Partner (or, if there is more than one 
General Partner, all of the General Partners as a group) shall 
be allocated not less than 1% of each material item of 
Partnership income, gain, loss, deduction and credit 
("Partnership Items") at all times during the existence of the 
Partnership, provided, however, that temporary nonconformance 
with the provisions of this Section 10.4(b)(xvi) shall be 
permitted to the extent permitted by Revenue Procedure 89-12 or 
any successor provisions.  Subject to the foregoing, in the 
event that there is no allocation of a material Partnership Item 
to the General Partner(s) hereunder or if the amount of any 
material Partnership Item allocable to the General Partner(s) 
hereunder shall not equal 1% of the aggregate amount allocable 
to all the Partners without giving effect to this provision, 
then the amount of such Partnership Item(s) otherwise allocable 
to the Limited Partners hereunder shall be correspondingly 
reduced in order to assure the General Partner(s) of its or 
their 1% share.  Any such reduction shall be applied to reduce 
the share of all classes of Limited Partners in proportion to 
their respective Interests.

    (xvii)    For purposes of determining each Partner's 
proportionate share of the excess Nonrecourse Liabilities of the 
Partnership pursuant to Section 1.752-3(a)(3) of the Allocation 
Regulations, the Investment Limited Partner shall be deemed to 
have a 99% interest in Profits and the General Partner shall be 
deemed to have a 1% interest in Profits.

    (xviii)   Any recapture of any Tax Credit shall be 
allocated to and among the Partners in the same manner in which 
the Partners share the expenditures giving rise to such Tax 
Credit.

    (xix)     If for any Fiscal Year the application of the 
minimum gain chargeback provisions of Section 10.4(b)(viii) or 
Section 10.4(b)(ix) of this Agreement would cause distortion in 
the economic arrangement among the Partners and it is not 
expected that the Partnership will have sufficient other income 
to correct that distortion, the General Partner may request a 
waiver from the Commissioner of the Service of the application 
in whole or in part of Section 10.4(b)(viii) or Section 
10.4(b)(ix) in accordance with Section 1.704-2(f)(4) of the 
Allocation Regulations.  Furthermore, if additional exceptions 
to the minimum gain chargeback requirements of the Allocation 
Regulations have been provided through revenue rulings or other 
Service pronouncements, the General Partner is authorized to 
cause the Partnership to take advantage of such exceptions if to 
do so would be in the best interest of a majority in interest of 
the Partners.

    (xx) In the event that any fee payable to any General 
Partner or any Affiliate thereof shall instead be determined to 
be a non-deductible, non-capitalizable distribution from the 
Partnership to a Partner for federal income tax purposes, then 
there shall be allocated to such General Partner an amount of 
gross income equal to the amount of such distribution.

    (xxi)     In applying the provisions of Article X with respect 
to distributions and allocations, the following ordering of 
priorities shall apply:
              (1)  Capital Accounts shall be deemed 
to be reduced by Qualified Income Offset 
Items.

         (2)  Capital Accounts shall be reduced by 
distributions of Cash Flow under Clause Sixth 
of Section 10.2(a).

         (3)  Capital Accounts shall be reduced by 
distributions of Capital Proceeds under 
Clauses Seventh, Eighth, Ninth or Tenth of 
Section 10.2(b).

         (4)  Capital Accounts shall be increased by any 
minimum gain chargeback under Section 
10.4(b)(viii) or Section 10.4(b)(ix).

         (5)  Capital Accounts shall be increased by any 
qualified income offset required under Section 
10.4(b)(x).

         (6)  Capital Accounts shall be increased by 
allocations of Operating Profits under Section 
10.1(a).

         (7)  Capital Accounts shall be reduced by 
allocations of Operating Losses under Section 
10.1(a).

         (8)  Capital Accounts shall be reduced by 
allocations of Losses under Section 10.1(b).

         (9)  Capital Accounts shall be increased by 
allocations of Profits under Section 10.1(b).

    (xxii)    To the maximum extent permitted under the 
Code, allocations of Profits and Losses shall be modified so 
that the Partners' Capital Accounts reflect the amount they 
would have reflected if adjustments required by Sections 
10.4(b)(x), 10.4(b)(xi) and 10.4(b)(xii) had not occurred.

    10.5 Authority of the General Partner to Vary Allocations to 
Preserve and Protect the Partners' Intent

    (a)  It is the intent of the Partners that each Partner's 
distributive share of Profits, tax-exempt income, Losses, non-
deductible non-capitalizable expenditures and Tax Credits (and items 
thereof) shall be determined and allocated in accordance with this 
Agreement to the fullest extent permitted by Section 704(b) of the 
Code and the Allocation Regulations.  In order to preserve and protect 
the determinations and allocations provided for in this Agreement, the 
General Partner is hereby authorized and directed to allocate Profits, 
tax-exempt income, Losses, non-deductible non-capitalizable 
expenditures and credits (and items thereof) arising in any Fiscal 
Year differently than otherwise provided for in this Agreement to the 
extent that allocating Profits, tax-exempt income, Losses, non-
deductible non-capitalizable expenditures or credits (or any item 
thereof) in the manner provided for herein would cause the 
determinations and allocations of each Partner's distributive share of 
Profits, tax-exempt income, Losses, non-deductible non-capitalizable 
expenditures or credits (or any item thereof) not to be permitted by 
Section 704(b) of the Code.  Any allocation made pursuant to this 
Section 10.5 shall be deemed to be a complete substitute for any 
allocation otherwise provided for in this Agreement, and no amendment 
of this Agreement or approval of any Partner shall be required.

    (b)  In making any allocation (the "New Allocation") under 
Section 10.5(a), the General Partner is authorized to act only after 
having been advised in writing by the Tax Accountants that, under 
Section 704(b) of the Code and/or the Allocation Regulations, (i) the 
New Allocation is necessary, and (ii) the New Allocation is the 
minimum modification of the allocations otherwise provided for in this 
Agreement necessary in order to assure that, either in the then-
current Fiscal Year or in any preceding Fiscal Year, each Partner's 
distributive share of Profits, tax-exempt income, Losses, non-
deductible non-capitalizable expenditures and Tax Credits (or any item 
thereof) is determined and allocated in accordance with this Agreement 
to the fullest extent permitted by Section 704(b) of the Code and the 
Allocation Regulations.

    (c)  If the General Partner is required by Section 10.5(a) to 
make any New Allocation in a manner less favorable to the Limited 
Partners than is otherwise provided for herein, then the General 
Partner is authorized and directed, only after having been advised in 
writing by the Tax Accountants that such an allocation is permitted by 
Section 704(b) of the Code and the Allocation Regulations, to allocate 
Profits, tax-exempt income, Losses, non-deductible non-capitalizable 
expenditures and credits (and any item thereof) arising in later years 
in such manner so as to bring the allocations of Profits, tax-exempt 
income, Losses, non-deductible non-capitalizable expenditures and 
credits (and each item thereof) to the Limited Partners as nearly as 
possible to the allocations thereof otherwise contemplated by this 
Agreement.

    (d)  New Allocations made by the General Partner under Section 
10.5(a) and Section 10.5(c) in reliance upon the advice of the Tax 
Accountants shall be deemed to be made pursuant to the fiduciary 
obligation of the General Partner to the Partnership and the Limited 
Partners, and no such allocation shall give rise to any claim or cause 
of action by any Limited Partner.

    10.6 Recapture Amount

    (a)  If at any time during the "compliance period" (as defined 
in Section 42(i)(1) of the Code), the Apartment Complex ceases to be a 
"qualified low income housing project" (as defined in Section 42(g)(1) 
of the Code) or any Low-Income Unit in the Apartment Complex ceases to 
be a "low income unit" (as defined in Section 42(i)(3) of the Code), 
and as a result thereof all or any portion of credits allowed to the 
Partnership and its Partners under Section 42 of the Code are subject 
to recapture pursuant to Section 42(j) of the Code (such an occurrence 
being referred to herein as a "Recapture Event"), the Investment 
Limited Partner shall become entitled to additional cash distributions 
equal to the "Recapture Amount".

    (b)  The Recapture Amount is an amount that, after deduction of 
all federal income taxes payable by the Investment Limited Partner (or 
its partners) as computed under Section 10.6(d) below, is equal the 
sum of (i) the "credit recapture amount" allocable to the Investment 
Limited Partner as defined in Section 42(j) of the Code plus (ii) the 
amount of credits allocable to the Investment Limited Partner which 
are disallowed in the year of the Recapture Event and in each 
subsequent year.
    (c)  Any Recapture Amount distributable to the Investment 
Limited Partner pursuant to the foregoing provisions shall be 
distributed as funds become available for such distributions, but such 
distributions shall not be made prior to (i) in the case of the 
"credit recapture amount", the year of the Recapture Event and (ii) in 
the case of any credits disallowed with respect to any year subsequent 
to the Recapture Event, in each such subsequent year.

    (d)  Determination of the Recapture Amount shall be made on the 
assumption that receipt or accrual by each partner of the Investment 
Limited Partner of any amounts distributable to such partner under 
Subsection (c) above will currently be subject to United States 
federal income tax at the highest marginal rate applicable to 
corporations for the year(s) in question (and assuming the non-
applicability of the alternative minimum tax).

    (e)  All computations required under this Section 10.6 shall be 
made reasonably by the Investment Limited Partner, and the results of 
such computations, together with a statement describing in reasonable 
detail the manner in which such computations were made, shall be 
delivered to the Managing General Partner in writing.  Within fifteen 
(15) days following receipt of such computation, the Managing General 
Partner may request that the Auditors determine whether such 
computations are reasonable and are not erroneous.  If the Auditors 
determine that such computations are unreasonable or contain errors, 
then the Auditors shall determine what they believe to be the 
appropriate computations.  If the Investment Limited Partner does not 
agree with the determination of the Auditors, then another accounting 
firm other than the Auditors to be selected jointly by the Investment 
Limited Partner and the Managing General Partner or, if they cannot 
agree, by the American Arbitration Association, from among the ten 
largest national accounting firms, shall make such computations.  The 
computations of the Investment Limited Partner, the Auditors, or the 
other accounting firm so selected, whichever is applicable, shall be 
final, binding and conclusive upon the parties.  All fees and expenses 
payable to an accounting firm other than the Auditors under this 
paragraph shall be borne solely by the Managing General Partner.  All 
fees and expenses payable to the American Arbitration Association 
shall be borne equally by the General Partner and the Investment 
Limited Partner.

ARTICLE XI

Management Agent

    11.1 General

    The General Partner shall engage the Management Agent to manage 
the Apartment Complex pursuant to the Management Agreement.  The 
Management Agent shall receive a Management Fee of those amounts 
payable from time to time by the Partnership to the Management Agent 
for management services in accordance with a management contract 
approved by any Agency or Lender with the right to approve the same, 
or, when any such management contract is not subject to the approval 
of any Agency or Lender, in accordance with a reasonable and 
competitive fee arrangement.  The initial Management Agent shall be 
POKO Management Corp.  From and after the Admission Date, the 
Partnership shall not enter into any Management Agreement or modify or 
extend any Management Agreement unless (i) the General Partner shall 
have obtained the prior Consent of the Special Limited Partner to the 
identity of the Management Agent and the terms of the Management 
Agreement or the modification or extension thereof and (ii) such new 
Management Agreement or modified or extended Management Agreement 
provides that it is terminable by the Partnership on thirty (30) days' 
notice by the Partnership in the event of any change in the identity 
of the General Partner.  The Management Agent shall maintain insurance 
in accordance with the applicable Insurance Requirements set forth in 
Exhibit C.  Copies of such policies (or binders) shall be provided to 
the Partnership and the Investment Limited Partner within thirty (30) 
days after the effective date of the Management Agreement and annually 
thereafter.

    11.2 Fees

    Notwithstanding the provisions of Section 11.1, however, should 
the Investment General Partner or an Affiliate thereof perform 
property management services for the Partnership, property management, 
rent-up or leasing fees shall be paid to the Investment General 
Partner or such Affiliate only for services actually rendered and 
shall be in an amount equal to the lesser of (i) fees competitive in 
price and terms with those of non-affiliated Persons rendering 
comparable services in the locality where the Apartment Complex is 
located and which could reasonably be available to the Partnership, or 
(ii) five percent (5%) of the gross revenues of the Apartment Complex.  
No duplicate property manager fees shall be paid to any Person.

    11.3 Removal and Replacement

    If (i) the Apartment Complex shall be subject to a substantial 
building code violation which shall not have been cured within six 
months after notice from a Governmental Authority (or for any building 
code violation which is not likely to have Adverse Consequences such 
cure is being diligently pursued if it cannot be effected within such 
6-month period) or (ii) the Partnership shall not have achieved a 1.15 
to 1.00 Debt Service Coverage Ratio during any Fiscal Year commencing 
on January 1, 1998, or (iii) an Event of Bankruptcy shall occur with 
respect to the Management Agent, or (iv) the Management Agent shall 
commit willful misconduct or gross negligence in its conduct of its 
duties and obligations under the Management Agreement or (v) there is 
any change in the Persons acting as General Partners (to which the 
Special Limited Partner has not consented), or (vi) the Management 
Agent is cited by the Credit Agency or any other Tax Credit monitoring 
or compliance agency of the State or any other Governmental Authority 
for a violation or alleged violation of any applicable rules, 
regulations or requirements, including, without limitation, non-
compliance with the Minimum Set-Aside Test, the Rent Restriction Test 
or any other Tax Credit-related provision, then, upon request by the 
Special Limited Partner and subject to Agency and Lender approval, if 
required, the General Partner shall cause the Partnership to promptly 
terminate the Management Agreement with the Management Agent and 
appoint a new Management Agent selected by the Special Limited 
Partner, which new Management Agent shall not be an Affiliate of a 
General Partner.  Each General Partner hereby grants to the Special 
Limited Partner an irrevocable (to the extent permitted by applicable 
law) power of attorney coupled with an interest to take any action and 
to execute and deliver any and all documents and instruments on behalf 
of such General Partner and the Partnership as the Special Limited 
Partner may deem to be necessary or appropriate in order to effectuate 
the provisions of this Article XI.  Subject to any Requisite 
Approvals, the Partnership shall not enter into any future management 
arrangement or renew or extend any existing management arrangement 
unless such arrangement is terminable without penalty upon the 
occurrence of the events described in this Article XI.
    11.4 Lack of Management Agent

    The General Partner shall have the duty to manage the Apartment 
Complex during any period when there is no Management Agent.

ARTICLE XII

Books and Records, Accounting, Tax Elections, Etc.

    12.1 Books and Records

    The Partnership shall maintain all books and records which are 
required under the Act or by any Governmental Authority and may 
maintain such other books and records as the General Partner in its 
discretion deems advisable.  Each Limited Partner, or its duly 
authorized representatives, shall have access to the records of the 
Partnership at the principal office of the Partnership at any and all 
reasonable times, and may inspect and copy any of such records.  A 
list of the name and addresses of all of the Limited Partners shall be 
maintained as part of the books and records of the Partnership and 
shall be mailed to any Limited Partner upon request.  The Partnership 
may require reimbursement for any out of pocket expenses which it 
incurs as a result of the exercise by any Limited Partner of its 
rights under this Section 12.1, including, without limitation, 
photocopying expenses.  

    12.2 Bank Accounts

    The bank accounts of the Partnership shall be maintained in the 
Partnership's name with such financial institutions as the General 
Partner shall determine.  Withdrawals shall be made only in the 
regular course of Partnership business on such signature or signatures 
as the General Partner may determine.  All deposits (including 
security deposits and other funds required to be escrowed by any 
Lender or Agency) and other funds not needed in the operation of the 
business shall be deposited, if required by applicable law and to the 
extent permitted by applicable Agency or Lender requirements, in 
interest bearing accounts or invested in United States Government 
obligations maturing within one year.

    12.3 Auditors

    (a)  The Auditors shall prepare, for execution by the General 
Partner, all tax returns of the Partnership.  Prior to the filing of 
the Partnership tax returns, and in no event later than February 1 of 
each Fiscal Year, the Auditors shall deliver the tax returns for the 
prior Fiscal Year to the Tax Accountants for their review and comment.  
If a dispute arises between the Auditors and the Tax Accountants over 
the proper preparation of the tax returns and such dispute cannot be 
resolved by the Auditors and the Tax Accountants by March 1 of such 
Fiscal Year, then the Tax Accountants shall make the final decision 
with respect to whether any changes are necessary.  The Partnership 
shall reimburse the Investment Limited Partner and its Affiliates for 
all costs and expenses paid to the Tax Accountants for the 
aforementioned services.

    (b)  The Auditors shall certify all annual financial reports to 
the Partners in accordance with generally accepted auditing standards.
    (c)  If the Partnership fails to fulfill any of its obligations 
under Section 12.7(a)(i) and/or Section 12.7(a)(ii) within the time 
periods set forth therein, at any time thereafter upon written notice 
from the Special Limited Partner, the General Partner shall appoint 
replacement Auditors.  If no such notice from the Special Limited 
Partner is delivered, the Consent of the Special Limited Partner must 
be received to the appointment of replacement Auditors.  If the 
General Partner fails to appoint replacement Auditors within thirty 
(30) days of the notice from the Special Limited Partner to replace 
the Auditors, then the Special Limited Partner shall appoint 
replacement Auditors of its own choosing, the cost of which shall be 
borne by the Partnership as a Partnership expense.  All of the 
Partners hereby grant to the Special Limited Partner a special power 
of attorney, irrevocable to the extent permitted by law, coupled with 
an interest, to so appoint replacement Auditors and to anything else 
which in the judgment of the Special Limited Partner may be necessary 
or appropriate to accomplish the purposes of this Section 12.3(c).

    (d)  On or prior to the date which is thirty (30) days after 
the Admission Date, the General Partner shall cause the Partnership 
(i) in writing, to engage the Auditors to perform the services 
required herein and (ii) to deliver to the Investment Limited Partner 
copies of all such engagement letters and agreements.

    12.4 Cost Recovery and Elections

    (a)  With respect to all depreciable assets for which cost 
recovery deductions are permitted, the Partnership shall elect to use, 
so far as permitted by the provisions of the Code, accelerated cost 
recovery methods.  However, the Partnership may change to another 
method of cost recovery if such other method is, in the opinion of the 
Auditors, more advantageous to the Investment Limited Partner (and the 
limited partners and/or holders of beneficial assignee certificates 
thereof).  

    (b)  Subject to the provisions of Section 12.5, all other 
elections required or permitted to be made by the Partnership under 
the Code shall be made by the General Partner in such manner as will, 
in the opinion of the Auditors, be most advantageous to the Investment 
Limited Partner and the limited partners and/or holders of beneficial 
assignee certificates thereof.

    12.5 Special Basis Adjustments

    In the event of a transfer of all or any part of the Interest of 
the Investment Limited Partner or a transfer of all or any part of an 
interest of a partner and/or a holder of a beneficial assignee 
certificate of the Investment Limited Partner, the Partnership shall 
elect, upon the request of the Investment Limited Partner, pursuant to 
Section 754 of the Code, to adjust the basis of the Partnership 
property.  Any adjustments made pursuant to said Section 754 shall 
affect only the successor in interest to the transferring Partner or 
partner or holder of a beneficial assignee certificate thereof.  Each 
Partner will furnish the Partnership all information necessary to give 
effect to any such election.

    12.6 Fiscal Year

    Unless otherwise required by law, the Fiscal Year and tax year 
of the Partnership shall be the calendar year.  The books of the 
Partnership shall be maintained on an accrual basis.

    12.7 Information to Partners

    (a)  The General Partner shall cause to be prepared and 
distributed to all Persons who were Partners at any time during a 
Fiscal Year of the Partnership:

    (i)  By February 28 of each succeeding calendar year 
after the end of each Fiscal Year of the Partnership, (A) a 
balance sheet as of the end of such Fiscal Year, a statement of 
income, a statement of partners' equity, and a statement of cash 
flows, each for the Fiscal Year then ended, all of which, except 
the statement of cash flows, shall be prepared in accordance 
with generally accepted accounting principles and accompanied by 
a report of the Auditors containing an opinion of the Auditors 
(unless as of December 31, construction of the Apartment Complex 
had begun, but was not complete, then only the balance sheet 
need be audited), and (B) a report of the activities of the 
Partnership during the period covered by the report.  With 
respect to any distribution to the Investment Limited Partner, 
the report called for shall separately identify distributions 
from (1) Cash Flow from operations during the period, (2) Cash 
Flow from operations during a prior period which had been held 
as reserves, (3) proceeds from disposition of property and 
investments, (4) lease payments on net leases with builders and 
sellers, (5) reserves from the gross proceeds of the Capital 
Contributions of the Investment Limited Partner, (6) borrowed 
monies, and (7) transactions outside of the ordinary course of 
business with a description thereof, with respect to any Fiscal 
Year prior to the Completion Date, only an audited balance sheet 
shall be required..

    (ii) By February 7 of each succeeding calendar year after 
the end of each Fiscal Year of the Partnership, all information 
relating to the Partnership and/or the Apartment Complex which 
is necessary, in the view of the Tax Accountants, for the 
preparation of the Limited Partners' federal income tax returns 
for the prior Fiscal Year.

    (iii)     Within thirty (30) days after the end of each 
quarter of a Fiscal Year of the Partnership, a report 
containing:

              (A)  a balance sheet, which may be 
unaudited;

              (B)  a statement of income for the 
quarter then ended, which may be unaudited;

              (C)  a statement of cash flows for the 
quarter then ended, which may be unaudited;

              (D)  a certification of the General 
Partner that the Apartment Complex and its tenants are in 
compliance with all applicable federal, state and local 
requirements and regulations;
              (E)  a Tax Credit monitoring form, a 
copy of the rent roll for the Apartment Complex for each 
month during such quarter, a statement of income and 
expenses, an operating statement and an Occupancy/Rental 
Report, all in a form specified by the Special Limited 
Partner;

              (F)  all other information which would 
be pertinent to a reasonable investor regarding the 
Partnership and its activities during the quarter covered 
by the report; and

    (b)  Within sixty (60) days after the end of each Fiscal Year 
of the Partnership a copy of the annual report to be filed with the 
United States Treasury concerning the status of the Apartment Complex 
as low-income housing and, if required, a certificate to the 
appropriate state agency concerning the same.

    (c)  upon the written request of the Investment Limited Partner 
for further information with respect to any matter covered in item (a) 
or item (b) above, the General Partner shall furnish such information 
within thirty (30) days of receipt of such request.

    (d)  Prior to October 15 of each Fiscal Year, the Partnership 
shall send to the Investment Limited Partner an estimate of the 
Investment Limited Partner's share of the Tax Credits, Profits and 
Losses of the Partnership for federal income tax purposes for the 
current Fiscal Year. Such estimate shall be prepared by the General 
Partner and the Auditors and shall be in the form specified by the 
Special Limited Partner.

    (e)  Within fifteen (15) days after the end of any calendar 
quarter during which:

    (i)  there is a material default by the Partnership under 
any Project Document or in the payment of any mortgage, taxes, 
interest or other obligation on secured or unsecured debt,

    (ii) any reserve has been reduced or terminated by 
application of funds therein for purposes materially different 
from those for which such reserve was established,

    (iii)     any General Partner has received any notice of a 
material fact which may substantially affect further 
distributions or Tax Credit allocations to any Limited Partner, 
or

    (iv) any Partner has pledged or collateralized its 
Interest in the Partnership, the General Partner shall send the 
Investment Limited Partner a detailed report of such event.

    (f)  After the Admission Date, the Partnership shall send to 
the Investment Limited Partner copies of all applicable periodic 
reports covering the status of project operations and any matters 
relating to the Tax Credit as are required by any Lender or Agency.

    (g)  On or before May 1 of each Fiscal Year, the Partnership 
shall send to the Investment Limited Partner a report on operations, 
in the form supplied by the Special Limited Partner.
    (h)  The General Partner hereby consents to each Lender or 
Agency providing the Special Limited Partner with copies of all 
material communications between any such Lender or Agency and the 
General Partner and/or the Partnership, including, but not limited to, 
any notices of default.  

    (i)  If the earlier of (A) the Completion Date or (B) the date 
upon which tenants first occupied apartment units in the Apartment 
Complex after the construction of such units, shall have occurred six 
(6) months or more prior to the date on which the Investment Limited 
Partner acquired its Interest in the Partnership, then the General 
Partner shall cause to be prepared and delivered to the Investment 
Limited Partner within sixty (60) days of the Admission Date the 
following items:

    (i)  An unaudited statement of income of the Partnership 
for the year (or such shorter period as there may be from the 
date of the most recent audited statement of income of the 
Partnership) ended on the date upon which the Investment Limited 
Partner acquired its Interest in the Partnership; and

    (ii) An audited statement of income of the Partnership 
for any fiscal year of the Partnership ending between (A) the 
earlier of (1) the Completion Date or (2) the date upon which 
tenants first occupied apartment units in the Apartment Complex 
after the rehabilitation of such units and (B) the date upon 
which the Investment Limited Partner acquired its Interest in 
the Partnership.

    (j)  Within thirty (30) days following the Completion Date, the 
General Partner shall prepare, or cause the Auditors to prepare, and 
deliver to each Limited Partner a Tax Credit basis worksheet for each 
building in the Apartment Complex, all in a form specified by the 
Special Limited Partner.

    (k)  Promptly after Permanent Mortgage Commencement, the 
General Partner shall send to the Special Limited Partner a closing 
binder containing photocopies of the fully executed versions of all 
documents signed in connection with the Permanent Mortgage.  From and 
after any date upon which the General Partner receives notice from the 
Special Limited Partner that the Special Limited Partner would like 
copies of the monthly rent rolls for the Apartment Complex to be sent 
to the Special Limited Partner, the General Partner shall send copies 
of the rent rolls to the Special Limited Partner no later than ten 
(10) days after the expiration of each month.

    (l)  If the General Partner does not cause the Partnership to 
fulfill its obligations under Section 12.7(a)(i) and/or Section 
12.7(a)(ii) within the time periods set forth therein, the General 
Partner shall pay as damages the sum of $500 per day (plus interest at 
a rate equal to the Prime Rate plus three percent (3%)) to the 
Investment Limited Partner until such obligations shall have been 
fulfilled.  Such damages shall be paid forthwith by the General 
Partner, and the failure to pay any such damages shall constitute a 
material default by the General Partner hereunder.  In addition, if 
the General Partner shall fail to pay any such damages, the General 
Partner and its Affiliates shall forthwith cease to be entitled to the 
distribution of any Cash Flow or Capital Proceeds to which they may 
otherwise be entitled hereunder.  Such distributions of Cash Flow and 
Capital Proceeds shall be restored only upon the payment of such 
damages in full, and any amount of such damages not so paid shall be 
deducted against distributions of Cash Flow and Capital Proceeds 
otherwise due to the General Partner or its Affiliates.

    12.8 Expenses of the Partnership

    (a)  All expenses of the Partnership shall be billed directly 
to and paid by the Partnership.

    (b)  Except in extraordinary circumstances, neither the 
Investment General Partner nor any Affiliate thereof shall be 
permitted to contract or otherwise deal with the Partnership for the 
sale of goods or services or the lending of money to the Partnership 
or the General Partners, except for (i) management services, subject 
to the restrictions set forth in Article XI, (ii) loans made by, or 
guaranteed by, the Investment General Partner or any of its Affiliates 
and (iii) those dealings, contracts or provision of services described 
in the Investment Partnership Agreement.  Extraordinary circumstances 
shall only be presumed to exist where there is an emergency situation 
requiring immediate action and the services required are not 
immediately available from unaffiliated parties.  All services 
rendered under such circumstances must be rendered pursuant to a 
written contract which must contain a clause allowing termination 
without penalty on sixty (60) days' notice.  Goods and services 
provided under such circumstances must be provided at the lesser of 
actual cost or the price charged for such goods or services by 
independent parties.

    (c)  In the event that extraordinary circumstances arise, the 
Investment General Partner and its Affiliates may provide construction 
services in connection with the Apartment Complex.  Neither the 
Investment General Partner nor any of its Affiliates shall provide 
such services unless it believes it has an adequate staff to do so and 
unless such provision of goods and construction services is part of 
its ordinary and ongoing business in which it has previously engaged, 
independent of the activities of the Investment Limited Partner.  Any 
such services must be reasonable for and necessary to the Partnership, 
actually furnished to the Partnership, and provided at the lower of 
one hundred percent (100%) of the construction contract rate with 
respect to the Apartment Complex or ninety percent (90%) of the 
competitive price charged for such services by independent parties for 
comparable goods and services in the same geographic location (except 
that in the case of transfer agent, custodial and similar banking-type 
fees, and insurance fees, the compensation, price or fee shall be at 
the lesser of costs or the compensation, price or fee of any other 
Person rendering comparable services as aforesaid).  Cost of services 
as used herein means the pro rata cost of personnel, including an 
allocation of overhead directly attributable to such personnel, based 
on the amount of time such personnel spend on such services or other 
method of allocation acceptable to the accountants for the Investment 
Limited Partner.

    (d)  All services provided by the Investment General Partner or 
any Affiliate thereof pursuant to Section 12.8(c) must be rendered 
pursuant to the Investment Partnership Agreement or a written contract 
which precisely describes the services to be rendered and all 
compensation to be paid and shall contain a clause allowing 
termination without penalty upon sixty (60) days' notice to the 
Investment General Partner by a vote of a majority in interest of the 
limited partners and assignees of beneficial interests in the 
Investment Limited Partner.

    (e)  No compensation or fees may be paid by the Partnership to 
the Investment General Partner or its Affiliates except as described 
in the Investment Partnership Agreement.

ARTICLE XIII

General Provisions

    13.1 Restrictions by Reason of Section 708 of the Code

    No Disposition of an Interest may be made if the Interest sought 
to be Disposed of, when added to the total of all other Interests 
Disposed of within the period of twelve consecutive months prior to 
the proposed date of the Disposition, would, in the opinion of the Tax 
Accountants or tax counsel to the Partnership, result in the 
termination of the Partnership under Section 708 of the Code. This 
Section 13.1 shall have no application to any required repurchase of 
the Investment Limited Partner's Interest.  Any Disposition in 
contravention of any of the provisions of this Section 13.1 shall be 
void ab initio and ineffectual and shall not bind or be recognized by 
the Partnership.  Notwithstanding the foregoing provisions of this 
Section 13.1, however, the Investment Limited Partner may waive the 
provisions of this Section 13.1 at any time as to a Disposition or 
series of Dispositions, and in the event of such a waiver, this 
Section 13.1 shall have no force or effect upon such Disposition or 
series of Dispositions.

    13.2 Amendments to Certificates

    Within one hundred twenty (120) days after the end of the 
Partnership Fiscal Year in which the Investment Limited Partner shall 
have received any distributions under Article X, the General Partner 
shall file an amendment to the Certificate reducing the amount of its 
allocable share of such distribution the amount of Capital 
Contribution of the Investment Limited Partner as stated in the last 
previous amendment to the Certificate.  However, Schedule A shall not 
be amended on account of any such distribution.

    The Partnership shall amend the Certificate at least once each 
calendar quarter to effect the substitution of Substitute Limited 
Partners, although the General Partner may elect to do so more 
frequently.  In the case of assignments, where the assignee does not 
become a Substitute Limited Partner, the Partnership shall recognize 
the assignment not later than the last day of the calendar month 
following receipt of notice of assignment and all documentation 
required in connection therewith hereunder.

    Notwithstanding the foregoing provisions of this Section 13.2, 
no such amendments to the Certificate need be filed by the General 
Partner if the Certificate is not required to and does not identify 
the Limited Partners or their Capital Contributions in such capacity.

    13.3 Notices

    Except as otherwise specifically provided herein, all notices, 
demands or other communications hereunder shall be in writing and 
shall be deemed to have been given when the same are (i) deposited in 
the United States mail and sent by certified or registered mail, 
postage prepaid, (ii) delivered to a nationally recognized overnight 
delivery service, (iii) sent by telecopier or other facsimile 
transmission, answerback requested, or (iv) delivered personally, in 
each case, to the parties at the addresses set forth below or at such 
other addresses as such parties may designate by notice to the 
Partnership:

    (a)  If to the Partnership, at the office of the Partnership 
set forth in Section 2.2.

    (b)  If to an Investment Limited Partner or a Special Limited 
Partner, at its address set forth in the Schedule, with copies to 
Xxxxxxx X. Xxxxxx, Esq., Xxxxxxxxx, Powers & Xxxxxxx, P.C., Xxx Xxxxxx 
Xxxxxx, 00xx Xxxxx, Xxxxxx, XX, 00000 and 

    (c)  If to a General Partner, at its address set forth in the 
Schedule, with copies to Xxxxxxx X. Xxxxxxxx, Esq. at Lowenthal, 
Landau, Xxxxxxx & Bring, P.C., 000 Xxxx Xxxxxx, Xxx Xxxx, XX, 00000.

    13.4 Word Meanings

    The words such as "herein," "hereinafter," "hereof" and 
"hereunder" refer to this Agreement as a whole and not merely to a 
subdivision in which such words appear unless the context otherwise 
requires.  The singular shall include the plural, and vice versa, and 
each gender (masculine, feminine and neuter) shall include the other 
genders, unless the context requires otherwise.  Each reference to a 
"Section" or an "Article" refers to the corresponding Section or 
Article of this Agreement, unless specified otherwise.  References to 
Treasury Regulations (permanent or temporary) or Revenue Procedures 
shall include any successor provisions.

    13.5 Binding Effect

    The covenants and agreements contained herein shall be binding 
upon and inure to the benefit of the heirs, executors, administrators, 
successors and assigns of the respective parties hereto.

    13.6 Applicable Law

    This Agreement shall be construed and enforced in accordance 
with the laws of the State.

    13.7 Counterparts

    This Agreement may be executed in several counterparts and all 
so executed shall constitute one agreement binding on all parties 
hereto, notwithstanding that all the parties have not signed the 
original or the same counterpart.

    13.8 Financing Regulations

    (a)  So long as any of the Project Documents are in effect, (i) 
each of the provisions of this Agreement shall be subject to, and the 
General Partner covenants to act in accordance with, the Project 
Documents; (ii) the Project Documents shall govern the rights and 
obligations of the Partners, their heirs, executors, administrators, 
successors and assigns to the extent expressly provided therein; (iii) 
upon any dissolution of the Partnership or any transfer of the 
Apartment Complex, no title or right to the possession and control of 
the Apartment Complex and no right to collect the rent therefrom shall 
pass to any Person who is not, or does not become, bound by the 
Project Documents in a manner satisfactory to the Lenders and any 
Agency (to the extent that its approval is required); (iv) no 
amendment to any provision of the Project Documents shall become 
effective without the prior written consent of any Lender and/or 
Agency (to the extent that its approval is required); and (v) the 
affairs of the Partnership shall be subject to the Regulations, and no 
action shall be taken which would require the consent or approval of 
any Lender and/or Agency unless the prior consent or approval of such 
Lender and/or Agency, as the case may be, shall have been obtained.  
No new Partner shall be admitted to the Partnership, and no Partner 
shall withdraw from the Partnership or be substituted for without the 
consent of any Lender and/or Agency (if such consent is then 
required).  No amendment to this Agreement relating to matters 
governed by the Regulations or requirements shall become effective 
until any Requisite Approvals to such amendment shall have been 
obtained.

    (b)  Any conveyance or transfer of title to all or any portion 
of the Apartment Complex required or permitted under this Agreement 
shall in all respects be subject to all conditions, approvals and 
other requirements of any Regulations applicable thereto.

    13.9 Separability of Provisions

    Each provision of this Agreement shall be considered separable 
and (a) if for any reason any provision is determined to be invalid, 
such invalidity shall not impair the operation of or affect those 
portions of this Agreement which are valid, and (b) if for any reason 
any provision would cause the Investment Limited Partner or the 
Special Limited Partner (in its capacity as a Limited Partner) to be 
bound by the obligations of the Partnership (other than the 
Regulations and the other  requirements of any Agency or Lender), such 
provision or provisions shall be deemed void and of no effect.

    13.10     Paragraph Titles

    All article and section headings in this Agreement are for 
convenience of reference only and are not intended to qualify the 
meaning of any article or section.

    13.11     Amendment Procedure

    This Agreement may be amended by the General Partner only with 
the Consent of the Investment Limited Partner and the Consent of the 
Special Limited Partner.

    13.12     Extraordinary Partner Expenses

    (a)  Any and all costs and expenses incurred by the Investment 
Limited Partner and/or the Special Limited Partner in connection with 
exercising rights and remedies against the General Partner with 
respect to this Agreement, including, without limitation, reasonable 
attorneys' fees, shall be paid by the General Partner on demand.  All 
amounts due to the Investment Limited Partner and/or the Special 
Limited Partner pursuant to this provision shall bear interest from 
demand at a rate of nine percent (9%) per annum.

    (b)  If any General Partner breaches any provision of this 
Agreement, the Investment Limited Partner and/or the Special Limited 
Partner may employ an attorney or attorneys to protect its rights 
hereunder, and the General Partner shall pay on demand the reasonable 
attorneys' fees and expenses incurred by the Investment Limited 
Partner and/or the Special Limited Partner,  whether or not a legal 
action is actually commenced against any General Partner by reason of 
such breach.  All amounts due to the Investment Limited Partner and/or 
the Special Limited Partner  pursuant to this provision shall bear 
interest from demand at a rate equal to nine percent (9%) per annum.

    (c)  If the Investor Limited Partner and/or Special Limited 
Partner breaches any provision of this Agreement, the General Partner 
may employ an attorney or attorneys to protect its rights hereunder, 
and the Investment Limited Partner and/or the Special Limited Partner 
shall pay on demand the reasonable attorneys' fees and expenses 
incurred by the General Partner,  whether or not a legal action is 
actually commenced against any Investment Limited Partner and/or the 
Special Limited Partner by reason of such breach.  All amounts due to 
the General Partner  pursuant to this provision shall bear interest 
from demand at a rate equal to nine percent (9%) per annum.

    13.13     Time of Admission

    The Investment Limited Partner shall be deemed to have been 
admitted to the Partnership as of the Commencement Date for all 
purposes of this Agreement, including Article X, provided, however, 
that if treasury regulations are issued under the Code or an amendment 
to the Code is adopted which would require, in the opinion of the 
Auditors, that the Investment Limited Partner be deemed admitted on a 
date other than as of the Commencement Date, then the General Partner 
shall select a permitted admission date which is most favorable to the 
Investment Limited Partner.



    WITNESS the execution hereof under seal as of the 31st day of 
October, 1996.

ORIGINAL (WITHDRAWING)
LIMITED PARTNER:

/s/Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx

GENERAL PARTNER:

70 W 128 CORP., a New York corporaiton

By: /s/Xxxxxx Xxxx Xxx
Xxxxxx Xxxx Xxx, as Attorney-in-Fact
for  Xxxx X. Xxxxxxx, President

SPECIAL LIMITED PARTNER:


BCTC 94, INC. , a Delaware 
corporation


By:  /s/Xxxxxx Xxxx Xxx
Xxxxxx Xxxx Xxx, as Attorney-in-Fact 
for Xxxx X. Xxxxxxx, President


INVESTMENT LIMITED PARTNER:


BOSTON CAPITAL TAX CREDIT FUND  IV, 
L.P., a Massachusetts limited 
partnership, by its general partner, 
Boston Capital Associates IV L.P., a 
Delaware limited partnership, by its 
general partner, C&M Associates d/b/a 
Boston Capital Associates, a 
Massachusetts general partnership

By: /s/Xxxxxx Xxxx Xxx
Xxxxxx Xxxx Xxx, as Attorney-in-Fact 
for Xxxx X. Xxxxxxx, a Partner






CONSENTS AND AGREEMENTS


    The undersigned hereby executes this Agreement for the sole
purpose 
of agreeing to the provisions of Article XI of the foregoing Agreement 
of Limited Partnership notwithstanding any provision of the Management 
Agreement to the contrary.

POKO Management Corp,



POKO Management Corp.,  


By:




    The undersigned hereby executes this Agreement for the sole
purpose 
of agreeing to the provisions of Sections 6.11 and 6.12(a) of the 
foregoing Agreement of Limited Partnership.


352 LENOX CORP., a New York corporation 


By:

352 LENOX ASSOCIATES, LP

SCHEDULE A

As of __________________________


General Partner     Capital Contribution       Percentage Interests 
                                               of Operating Profits 
                                               and Losses and Tax 
                                               Credits

70 W 128 Corp.               $100                1%
Xxxxxxxx Management Corp.
000 Xxxxxxxxxxx Xxxxxx
Xxxxx 000
Xxxx Xxxxxxx, XX  00000

Special Limited Partner   Capital Contribution    Percentage Interests 
                                                  of Operating Profits 
                                                  and Losses and Tax 
                                                  Credits

BCTC '94, INC.                 $10                   0%
c/o Boston Capital Partners, 
Inc.
Xxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxxxxx, XX  00000

  Investment      Total Agreed-to       Paid-In Capital    Percentage
Limited Partner Capital Contribution    Contribution*      Interests
                                                           of Operating
                                                           Profits and 
                                                           Losses and
                                                           Tax 
                                                           Credits

BOSTON CAPITAL TAX      $1,034,631        $569,043          99%
CREDIT FUND IV L.P.
Xxx Xxxxxx Xxxxx, 00xx 
Xxxxx
Xxxxxx, XX  00000


*Paid-in Capital Contribution as of the date of this Schedule A.  
Future Installments of Capital Contribution are subject to adjustment 
and are due at the times and subject to the conditions set forth in 
the Agreement to which this Schedule is attached.


EXHIBIT A

LEGAL DESCRIPTION





EXHIBIT B

PROJECTED RENTS




EXHIBIT C

DUE DILIGENCE RECOMMENDATIONS