WNC HOUSING TAX CREDIT FUND VI LP SERIES 5
PARTNERSHIP AGREEMENTS
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>PARTNERSHIP AGREEMENTS
<TEXT>


Exhibit
Number         Exhibit Description

EX-10.1 The Amended and Restated  Agreement of Limited  Partrnership of Enhance,
        LP.






<PAGE>

                        AMENDED AND RESTATED AGREEMENT OF
                             LIMITED PARTNERSHIP OF
                          ENHANCE LIMITED PARTNERSHIP,
                  A LOUISIANA LIMITED PARTNERSHIP IN COMMENDAM

     This Amended and  Restated  Agreement  of Limited  Partnership  in is being
entered into  effective as of the date written  below by and between  Metro City
Redevelopment  Coalition,  Inc. as the General Partner (the "General  Partner"),
WNC Housing Tax Credit Fund VI, L.P., Series 5, a California limited partnership
as the limited  partner  (the  "Limited  Partner"),  WNC Housing,  L.P.,  as the
special  limited  partner  (the  "Special  Limited  Partner"),  and  Metro  City
Management,  Inc. as the  withdrawing  limited  partner (the  "Original  Limited
Partner").

WHEREAS,  on  December  15,  1995,  an  Agreement  and  Certificate  of  Limited
     Partnership  was  entered  into by and  between  Metro  City  Redevelopment
     Coalition,  Inc. as the general partner (the "Original  General  Partner"),
     and Metro City  Redevelopment  Coalition,  Inc. as the limited partner (the
     "Original Partnership Agreement").

     WHEREAS,  on October 13, 1998, a Certificate  of Correction to the Original
Partnership  Agreement was entered into to provide for the  correction of naming
Metro City Redevelopment Coalition, Inc. as the General Partner and the Original
Limited Partner.  The Original  Limited  Partner's name was corrected to reflect
Metro City Management, Inc.

     The Limited Partner, Special Limited Partner and the General Partner desire
to hereby amend and restate the Original Partnership Agreement.

     NOW,  THEREFORE,  in  consideration of their mutual  agreements  herein set
forth,  the Partners hereby agree to amend and restate the Original  Partnership
Agreement in its entirety to provide as follows:

                                    ARTICLE I

                                   DEFINITIONS

Section 1.1 "Accountant" shall mean Rodney LeBlanc of Pailet, Meunier & LeBlanc,
     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 to prepare the Partnership income tax returns.

Section 1.2 "Act" shall mean the Revised Limited Partnership Act of the State.

Section 1.3 "Actual Tax  Credit"  shall mean as of any point in time,  the total
     amount of the LIHTC  actually  allocated by the  Partnership to the Limited
     Partner,  representing  99.98%  of  the  LIHTC  actually  received  by  the
     Partnership, as shown on the applicable tax returns of the Partnership.

Section 1.4 "Adjusted  Capital  Account  Deficit" shall mean with respect to any
     Partner,  the deficit balance, if any, in such Partner's Capital Account as
     of the  end  of the  relevant  fiscal  year,  after  giving  effect  to the
     following adjustments:

     (a)  Credit to such  Capital  Account  any  amounts  which such  Partner is
          obligated to restore or is deemed to be obligated to restore  pursuant
          to  the  penultimate   sentences  of  Treasury   Regulations  Sections
          1.704-2(g)(1) and 1.704-2(i)(5); and

     (b)  Debit  to  such  Capital  Account  the  items  described  in  Sections
          1.704-1(b)(2)(ii)(d)(4),          1.704-1(b)(2)(ii)(d)(5)          and
          1.704-2(b)(2)(ii)(d)(4),          1.704-2(b)(2)(ii)(d)(5)          and
          1.704-2(b)(2)(ii)(d)(6) of the Treasury Regulations.

The foregoing  definition  of Adjusted  Capital  Account  Deficit is intended to
comply  with the  provisions  of Section  1.704-1(b)(2)(ii)(d)  of the  Treasury
Regulations and shall be interpreted consistently therewith.

     Section 1.5  "Affiliate"  shall mean (i) any Person  directly or indirectly
          controlling,  controlled  by, or under  common  control  with  another
          Person;  (ii) any  Person  owning  or  controlling  10% or more of the
          outstanding voting securities of such other Person; (iii) any officer,
          director,  trustee,  or partner of such other Person; and (iv) if such
          Person is an  officer,  director,  trustee  or  general  partner,  any
          company for which such Person acts in any such capacity.

     Section 1.6 "Agreement" or "Partnership  Agreement" shall mean this Amended
          and Restated  Agreement of Limited  Partnership,  as it may be amended
          from time to time.

     Section 1.7  "Assignee"  shall  mean a  Person  who has  acquired  all or a
          portion  of  the  Limited   Partner's   beneficial   interest  in  the
          Partnership and has not become a Substitute Limited Partner.

     Section  1.8  "Break-even  Operations"  shall  mean  at  such  time  as the
          Partnership has Cash Receipts equal to Cash Expenses, as determined by
          the  Accountant  and  approved by the  Special  Limited  Partner.  For
          purposes  of this  definition,  any  one-time up front fee paid to the
          Partnership  from any source shall not be included in Cash Receipts to
          calculate  Break-even  Operations.  Moreover,  in the  event  any rent
          concession is granted for the rental of an apartment unit the value of
          the rental concession shall be amortized over the term of the lease.

     Section  1.9  "Budget"  shall  mean  the  annual  operating  Budget  of the
          Partnership as more fully described in Section 14.3 of this Agreement.

     Section 1.10 "Capital  Account"  shall mean,  with respect to each Partner,
          the account  maintained  for such Partner  comprised of such Partner's
          Capital Contribution as increased by allocations of Partnership Income
          (or items thereof) and any items in the nature of income or gain which
          are specially allocated pursuant to Article X hereof, and decreased by
          the amount of any  Distributions  made and allocations to such Partner
          of  Partnership  Losses (or items thereof) and any items in the nature
          of  expenses  or losses  which are  specially  allocated  pursuant  to
          Article X hereof.

     In  the  event  of any  transfer  of an  interest  in  the  Partnership  in
accordance with the terms of this Agreement, the transferee shall succeed to the
Capital  Account of the  transferor to the extent it relates to the  transferred
interest,  provided that if the transfer of any interest causes a termination of
the Partnership pursuant to Code Section  708(b)(1)(B),  the Capital Accounts of
all Partners,  including the transferee, shall be redetermined as of the date of
such  termination.  In such event,  the Capital Account of each Partner shall be
equal to the net fair market value of its  interest as of such date.  Subsequent
to such  redetermination,  allocations of Income and Loss with respect to assets
held by the Partnership on the date of such redetermination shall be governed by
the principles set forth in Code Section 704(c) and the Treasury Regulations.

     The  foregoing  definition  and the  other  provisions  of  this  Agreement
relating to the  maintenance  of Capital  Accounts  are  intended to comply with
Treasury  Regulation  Section  1.704 and shall be  interpreted  and applied in a
manner consistent with such Treasury Regulation.

     Section 1.11 "Capital  Contribution"  shall mean the total amount of money,
          or the  initial  Gross Asset  Value of  property  (net of  liabilities
          securing such contributed  property that the Partnership is considered
          to  assume  or  take  subject  to  under  Section  752 of  the  Code),
          contributed  to the  Partnership,  if any, by all the  Partners or any
          class  of  Partners  or any one  Partner  as the  case may be (or by a
          predecessor-in-interest  of such Partner or Partners),  reduced by any
          of such  capital  which shall have been  returned  pursuant to Section
          7.3,  7.4 or 7.6 of this  Agreement.  A loan to the  Partnership  by a
          Partner shall not be considered as a Capital Contribution.

     Section 1.12 "Cash Expenses"  shall mean all cash operating  obligations of
          the Partnership  (other than those covered by Insurance) in accordance
          with the applicable Budget, including without limitation,  the payment
          of Mortgage payments, the Management Agent fees (which shall be deemed
          to include that  portion of such fees which is currently  deferred and
          not paid),  the funding of reserves in accordance with Article VIII of
          this  Agreement,  advertising and promotion,  utilities,  maintenance,
          repairs, Partner communications,  legal, telephone, any other expenses
          which may reasonably be expected to be paid in a subsequent period but
          which on an accrual basis is allocable to the period in question, such
          as Insurance,  real estate taxes and audit, tax or accounting expenses
          (excluding deductions for cost recovery of buildings; improvements and
          personal  property and  amortization  of any  financing  fees) and any
          seasonal  expenses (such as snow removal,  the use of air conditioners
          in the middle of the  summer,  or heaters in the middle of the winter)
          which may  reasonably  be expected to be paid in a  subsequent  period
          shall be  allocated  equally per month over the  calendar  year.  Cash
          Expenses  payable to Partners or Affiliates of Partners  shall be paid
          after Cash Expenses payable to third parties.

     Section 1.13 "Cash  Receipts"  shall mean  actual  cash  received on a cash
          basis by the Partnership  from operating  revenues of the Partnership,
          including  without  limitation  rental  income  (but  not any  subsidy
          thereof from the General Partner or an Affiliate  thereof) and laundry
          income,  but  excluding   prepayments,   security  deposits,   Capital
          Contributions, borrowings, lump-sum payment, any extraordinary receipt
          of funds, and any income earned on investment of its funds.

     Section 1.14  "Code"  shall  mean the  Internal  Revenue  Code of 1986,  as
          amended from time to time, or any successor statute.

     Section 1.15 "Compliance Period" shall mean the period set forth in Section
          42(i)(1) of the code, as amended, or any successor statute.

     Section 1.16 "Consent of the Special Limited  Partner" shall mean the prior
          written consent or approval of the Special Limited Partner.

     Section 1.17 "Debt Service  Coverage" shall mean for the applicable  period
          the  ratio  between  the  Net  Operating  Income  (excluding  Mortgage
          payments) and the debt service required to be paid on the Mortgage(s);
          as example, a 1.05 Debt Service Coverage means that for every $1.00 of
          debt service  required to be paid there must be $1.05 of Net Operating
          Income  available.  A worksheet  for the  calculation  of Debt Service
          Coverage  is found in the  Report  of  Operations  attached  hereto as
          Exhibit "G" and incorporated herein by this reference.

     Section 1.18  "Developer"  shall mean Metro City  Redevelopment  Coalition,
          Inc.

     Section 1.19  "Development Fee" shall mean the fee payable to the Developer
          for  services  incident to the  development  and  construction  of the
          Project in accordance with the  Development Fee Agreement  between the
          Partnership  and the  Developer  dated  the  even  date  herewith  and
          incorporated herein by this reference.  Development  activities do not
          include  services  for the  acquisition  of the  land  or  syndication
          activities.

     Section 1.20  "Distributions"  shall mean the total amount of money, or the
          Gross  Asset  Value of  property  (net of  liabilities  securing  such
          distributed property that such Partner is considered to assume or take
          subject to under  Section  752 of the Code),  distributed  to Partners
          with  respect to their  Interests  in the  Partnership,  but shall not
          include any payments to the General Partner or its Affiliates for fees
          or other  compensation as provided in this Agreement or any guaranteed
          payment  within the meaning of Section 707(c) of the Code, as amended,
          or any successor thereto.

     Section  1.21  "Event  of  Bankruptcy"   shall  mean  the  adjudication  of
          bankruptcy  or insolvency  by a court of competent  jurisdiction;  the
          making of an assignment for the benefit of creditors; or the filing of
          a petition to accomplish any of the foregoing, unless such petition is
          dismissed  within 60 days  thereafter;  or the  seizure of a Partner's
          interest in the Partnerships or a like event.

     Section 1.22 "Fair Market Value" shall mean,  with respect to any property,
          real or personal,  the price a ready, willing and able buyer would pay
          to a ready,  willing and able seller of the  property,  provided  that
          such value is reasonably agreed to between the parties in arm's-length
          negotiations and the parties have sufficiently adverse interests.

     Section 1.23  "First Year  Certificate"  shall mean the  certificate  to be
          filed by the General Partner with the Secretary of the Treasury within
          90 days  following  the close of the first taxable year of the Project
          as required by Code Section  42(1)(1),  as amended,  or any  successor
          thereto.

     Section 1.24 "Force Majeure" shall mean any act of God, strike, lockout, or
          other industrial disturbance,  act of the public enemy, war, blockage,
          public riot, fire, flood, explosion, governmental action, governmental
          delay,  restraint or inaction and any other cause or event, whether of
          the kind enumerated  specifically  herein, or otherwise,  which is not
          reasonably within the control of a Partner to this Agreement  claiming
          such suspension.

     Section  1.25  "General  Partner"  shall  mean  Metro  City   Redevelopment
          Coalition,  Inc.  ("Metro")  and such other Persons as are admitted to
          the Partnership as additional or substitute  General Partners pursuant
          to this Agreement.  Metro will remain the General Partner  pursuant to
          the terms and conditions of this Partnership  Agreement,  except that,
          Metro agrees to seek the consent and  approval of the Special  Limited
          Partner  should Metro decide to replace the Property  Manager.  In the
          event that Metro and the Special  Limited  Partner are unable to agree
          on a replacement of the Property  Manager,  the Property Manager shall
          find a new General  Partner subject to the consent and approval of the
          Special  Limited  Partner  and pay to Metro the sum of $500.00 for its
          interest in the  partnership.  Metro  agrees that it shall  remain the
          General Partner until an acceptable replacement can be found.

     Section 1.26  "Grant"  shall  collectively  mean the  non-repayable  grants
          received  by the  Partnership  from the  following:  (a) City of Baton
          Rouge through the HOME Investments  Partnership  Program in the amount
          of $25,000 for necessary and reasonable  operating  expenses;  and (b)
          Federal Home Loan Bank of Dallas in the amount of $100,000.

     Section 1.27 "Gross Asset Value" shall mean with respect to any asset,  the
          asset's  adjusted  basis for federal  income tax  purposes,  except as
          follows:

          (a)  The  initial  Gross  Asset  Value of any asset  contributed  by a
               Partner to the  Partnership  shall be the gross fair market value
               of such asset, as determined by the contributing  Partner and the
               General Partner,  provided that, if the contributing Partner is a
               General Partner, the determination of the gross fair market value
               of a contributed asset shall be determined by appraisal;

          (b)  The  Gross  Asset  Values  of all  Partnership  assets  shall  be
               adjusted to equal their  respective  gross fair market value,  as
               determined by the General Partner, as of the following times: (i)
               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;  (ii)  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 (iii) the liquidation of the Partnership within
               the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g);
               provided,  however,  that the adjustments pursuant to clauses (i)
               and (ii) above shall be made only with the Consent of the Special
               Limited  Partner  and  only  if the  General  Partner  reasonably
               determines that such  adjustments are necessary or appropriate to
               reflect the  relative  economic  interests of the Partners in the
               Partnership;

          (c)  The Gross Asset Value of any Partnership asset distributed to any
               Partner shall be adjusted to equal the gross fair market value of
               such  asset  on the date of  distribution  as  determined  by the
               distributee  and  the  General  Partner,  provided  that,  if the
               distributee is a General Partner,  the  determination of the fair
               market  value of the  distributed  asset shall be  determined  by
               appraisal; and

          (d)  The Gross Asset Values of  Partnership  assets shall be increased
               (or  decreased) to reflect any  adjustments to the adjusted basis
               of such assets  pursuant to Code  Section  734(b) or Code Section
               743(b),  but only to the extent that such  adjustments  are taken
               into account in determining Capital Accounts pursuant to Treasury
               Regulations  Section  1.704-1(b)(2)(iv)(m)  and  Section  10.3(g)
               hereof;  provided  however,  that Gross Asset Values shall not be
               adjusted  pursuant  to this  Section  1.27(d)  to the  extent the
               General Partner determines that an adjustment pursuant to Section
               1.27(b) hereof is necessary or  appropriate in connection  with a
               transaction that would otherwise result in an adjustment pursuant
               to this Section 1.27(d).

     If the  Gross  Asset  Value of an asset  has been  determined  or  adjusted
pursuant to Section 1.27(a),  Section 1.27(b),  or Section 1.27(d) hereof,  such
Gross Asset Value shall  thereafter be adjusted by the  depreciation  taken into
account with respect to such asset for purposes of computing Income and Losses.

          Section 1.28 "Income and Losses" shall mean,  for each taxable year or
               other period, an amount equal to the Partnership's taxable income
               or loss for such year or period,  determined in  accordance  with
               Code Section 703(a) (for this purpose, all items of income, gain,
               loss or deduction  required to be stated  separately  pursuant to
               Code  Section  703(a)(1)  shall be included in taxable  income or
               loss), with the following adjustments:

               (i)  Any income of the  Partnership  that is exempt from  federal
                    income tax and not otherwise taken into account in computing
                    Income or Losses pursuant to this definition  shall be added
                    to such taxable income or loss;

               (ii) Any  expenditures  of  the  Partnership  described  in  Code
                    Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B)
                    expenditures      pursuant     to     Regulation     Section
                    1.704-1(b)(2)(iv)(i),  and not otherwise  taken into account
                    in computing  Income and Losses  pursuant to this definition
                    shall be subtracted from such taxable income or loss;

               (iii)In the event the Gross Asset Value of any Partnership  asset
                    is adjusted  pursuant to subparagraphs  (ii) or (iii) of the
                    definition  hereof,  the amount of such adjustment  shall be
                    taken into account as gain or loss from the  disposition  of
                    such asset for purposes of computing Income and Losses;

               (iv) Gain or loss resulting  from any  disposition of Partnership
                    assets with respect to which gain or loss is recognized  for
                    federal  income  purposes  shall be computed by reference to
                    the  Gross  Asset  Value  of  the   property   disposed  of,
                    notwithstanding that the adjusted tax basis of such property
                    differs from its Gross Asset Value;

               (v)  In lieu of the  depreciation,  amortization,  and other cost
                    recovery  deductions  taken into account in  computing  such
                    taxable  income or loss,  there shall be taken into  account
                    depreciation for such fiscal year or other period,  computed
                    as provided below; and

               (vi) Notwithstanding any other provision of this definition,  any
                    items  which are  specially  allocated  pursuant to Sections
                    10.3,  10.4 or 10.5 hereof shall not otherwise be taken into
                    account in computing Income or Losses.

     Depreciation  for each fiscal year or other period shall be  calculated  as
follows:  an  amount  equal to the  depreciation,  amortization,  or other  cost
recovery  deduction  allowable  with  respect to an asset for such year or other
period for federal income tax purposes,  except that if the Gross Asset Value of
an asset differs from its adjusted  basis for federal income tax purposes at the
beginning of such year or other  period,  depreciation  shall be an amount which
bears the same ratio to such  beginning  Gross Asset Value as the federal income
tax depreciation,  amortization,  or other cost recovery deduction for such year
or other period bears to such beginning adjusted tax basis.  Provided,  however,
that if the  federal  income  tax  depreciation,  amortization,  or  other  cost
recovery deduction for such year is zero,  depreciation shall be determined with
reference  to such  beginning  Gross  Asset Value  using any  reasonable  method
selected by the General Partner.



     Section 1.29 "Insurance"

          (a)  during   operations   the  Insurance   shall   include   business
               interruption  coverage  covering  actual  sustained  loss  for 12
               months, worker's compensation, hazard coverage (including but not
               limited  to fire,  or other  casualty  loss to any  structure  or
               building  on  the  Project  in  an  amount   equal  to  the  full
               replacement  value of the damaged property without  deducting for
               depreciation)  and general  liability  coverage against liability
               claims for bodily injury or property damage in the minimum amount
               of $1,000,000 per occurrence and an aggregate of $2,000,000;

          (b)  all  liability  coverage  shall  include  an  umbrella  liability
               coverage in a minimum  amount of $4,000,000 per occurrence and an
               aggregate of $4,000,000;

          (c)  all  Insurance  polices shall name the  Partnership  as the named
               insured,  the Limited Partner as an additional insured, and WNC &
               Associates, Inc. as the certificate holder;

          (d)  all  Insurance  policies  shall include a provision to notify the
               insured,  the Limited Partner and the certificate holder prior to
               cancellation; and

          (e)  hazard coverage must include  inflation and building or ordinance
               endorsements.

     Section 1.30 "Insurance  Company" shall mean any insurance  company engaged
          by the  General  Partner for the  Partnership  with the Consent of the
          Special Limited Partner which Insurance Company shall have an A rating
          or better for financial safety by A.M. Best or Standard & Poor's.

     Section 1.31 "Interest"  shall mean 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.

     Section 1.32  "Involuntary  Withdrawal"  means any Withdrawal caused by the
          death,  adjudication of insanity or  incompetence,  or Bankruptcy of a
          General  Partner,  or the  removal of a General  Partner  pursuant  to
          Section 13.2 hereof.

     Section  1.33  "LIHTC"  shall  mean  the  low-income   housing  tax  credit
          established by TRA 1986 and which is provided for in Section 42 of the
          Code, as amended, or any successor thereto.

     Section 1.34 "Limited  Partner"  shall mean WNC Housing Tax Credit Fund VI,
          L.P.,  Series 5, a  California  limited  partnership,  and such  other
          Persons as are admitted to the Partnership as additional or Substitute
          Limited Partners pursuant to this Agreement.

     Section 1.35  "Liquidation"  shall mean with respect to the Partnership the
          orderly  sale and  liquidation  of the Project  and other  Partnership
          property  following  the first to occur of (a) the date upon which the
          Partnership is terminated  under Section  708(b)(1) of the Code unless
          continued  by a vote of the  Partners,  (b) the date  upon  which  the
          Partnership  ceases to be a going concern (even though it may continue
          in  existence  for the purpose of winding up its  affairs,  paying its
          debts and distributing any remaining balance to its Partners),  or (c)
          the date this Agreement  terminates at a time when the  Partnership is
          not in Liquidation,  the liquidation of such Partner's interest in the
          Partnership under Treasury Regulation  1.761-1(d),  as amended, or any
          successor thereto.

     Section 1.36 "Property Manager" shall mean the property  management company
          which oversees the property  management  functions for the Project and
          which is on-site at the Project. The initial Property Manager shall be
          OSC Management,  Inc. Further,  the Property Manager shall be entitled
          to a negotiated Guaranteed Operating Deficit Agreement Fee which shall
          be funded by appropriate capital contributions or by loans made by the
          Partners and paid upon the execution of said  Agreement.  The Property
          Manager  shall  not be deemed  an agent  for the  partnership,  but is
          deemed  an  independent  contractor  employed  by the  partnership  to
          perform a specific property management function.

     Section 1.37 "Management  Agreement"  shall mean the agreement  between the
          Partnership and the Property Manager for property management services.
          The management fee shall equal $45.00 per occupied unit per month. The
          Management  Agreement shall provide that it will be terminable at will
          by the  Partnership at anytime  following the Withdrawal or removal of
          the General  Partner.  The Property Manager shall be sole custodian of
          all cash  accounts.  No Partner  shall make any demand on the Property
          Manager for control  thereof.  In the event all of the Partners desire
          to  change  the  Property  Manager,  all said cash  accounts  shall be
          transferred  to the new  Property  Manager,  or to whatever  person or
          business entity that all of the Partners so direct.

     Section 1.38 "Minimum  Set-Aside  Test" shall mean the 40-60 set-aside test
          pursuant to Section 42(g),  as amended and any successor  thereto,  of
          the Code with  respect to the  percentage  of  apartment  units in the
          Project to be occupied by tenants  whose  incomes are equal to or less
          than the required percentage of the area median gross income.

     Section  1.39   "Mortgage  or  Mortgage  Note"  shall  mean  the  permanent
          nonrecourse  financing wherein the Partnership  promises to pay in the
          following order: (a) First Bank or any successor thereof the principal
          sum of $170,000 plus  interest on the principal at the effective  rate
          of 8.5% per annum over a term of  eighteen(18)  years on the first day
          of each month and amortized  over a period of 300 months;  (b) City of
          Baton  Rouge-Parish  of East Baton Rouge through the HOME  Investments
          Partnership  Program  ("HOME") or any successor  thereof the principal
          sum of  $550,000  under  the terms and  conditions  acceptable  to the
          General Partner, the Limited Partner, and the Property Manager. , This
          HOME loan is  subordinate  of the First Bank loan,  and will be repaid
          only if the Project  maintains a Debt  Service  Coverage of 1.05 after
          making the HOME loan payment required.  Moreover,  the Limited Partner
          shall have no  obligation to fund its capital  contribution  until the
          Limited Partner is presented with the terms and conditions of the HOME
          loan and provide its consent and  approval  thereto and subject to the
          provisions of 7.2(a).

     Section 1.40 "Net  Operating  Income"  shall  mean the cash  available  for
          Distribution  on an annual  basis,  when  Cash  Receipts  exceed  Cash
          Expenses.

     Section 1.41  "Operating  Deficit" shall mean,  for the applicable  period,
          insufficient  funds to pay operating  costs when Cash Expenses  exceed
          Cash  Receipts,  as determined by the  Accountant  and approved by the
          Special Limited Partner.

     Section 1.42  "Operating  Deficit  Guarantee  Period" shall mean the period
          commencing  with the date of this agreement and ending on December 31,
          2006.

     Section 1.43 "Original  Limited  Partner" shall mean Metro City Management,
          Inc.

     Section 1.44 "Partner(s)" shall collectively mean the General Partner,  the
          Limited Partner and the Special  Limited  Partner or individually  may
          mean any Partner as the context dictates.

     Section 1.45 "Partner Nonrecourse Debt" shall have the definition set forth
          in Section 1.704-2(b)(4) of the Treasury Regulations.

     Section 1.46 "Partner  Nonrecourse Debt Minimum Gain" shall mean an amount,
          with  respect  to  each  Partner   Nonrecourse   Debt,  equal  to  the
          Partnership Minimum Gain that would result if such Partner Nonrecourse
          Debt were treated as a  Nonrecourse  Liability  (as defined in Section
          1.704-2(b)(3) of the Treasury  Regulations),  determined in accordance
          with Section 1.704-2(i)(3) of the Treasury Regulations.

     Section 1.47 "Partner  Nonrecourse  Deductions"  shall have the meaning set
          forth in Sections  1.704-2  (i)(1) and  1.704-2(i)(2)  of the Treasury
          Regulations.

     Section 1.48  "Partnership"  shall mean the limited  partnership  continued
          under this Agreement.

     Section 1.49 "Partnership Administration Fee" shall mean the fee payable to
          the Property Manager pursuant to Section 9.2 for services  incident to
          the  administration  of the  business  and affairs of the  Partnership
          which services shall include,  but not be limited to,  maintaining the
          books and records of the  Partnership,  selecting and  supervising the
          Partnership's  accountants,  bookkeepers and other Persons required to
          prepare and audit the financial statement of the Partnership,  the tax
          returns, and preparing and disseminating  reports on the status of the
          Project  and the  Partnership,  all as required by Article XIV of this
          Agreement.

     Section 1.50 "Partnership Minimum Gain" shall mean the amount determined in
          by  computing,  with  respect  to each  nonrecourse  liability  of the
          Partnership, the amount of gain, if any, that would be realized by the
          Partnership  if  a  reduction  occurs  in  the  amount  by  which  the
          nonrecourse  liability  exceeds  the  adjusted  basis  in the  Project
          encumbered by the nonrecourse  liability.  Such  computation  shall be
          made  in  a  manner  consistent  with  Treasury   Regulation  Sections
          1.704-2(b)(2) and 1.704-2(d).

     Section 1.51 "Permanent Mortgage Commencement" shall mean the first date on
          which the closing of the Mortgage shall have occurred and amortization
          of the Mortgage shall have commenced.

     Section 1.52 "Person(s)" shall mean an individual,  proprietorship,  trust,
          estate, partnership, joint venture, association,  company, corporation
          or other entity.

     Section 1.53 "Project" shall mean the land in Baton Rouge, East Baton Rouge
          Parish,  Louisiana  as more fully  described  in Exhibit "A"  attached
          hereto  and  incorporated  herein by this  reference,  and any and all
          improvements   now  or   hereafter   to  be   rehabilitated   thereon,
          specifically including a twenty-three (23) unit low to moderate income
          housing complex for families, including one on site manager unit.

     Section 1.54  "Project  Documents"  shall mean and  include  all  documents
          delivered to or required by the Mortgage Loan and/or any  governmental
          agency having  jurisdiction  over the Project in  connection  with the
          development,  rehabilitation  and financing of the Project,  including
          but not  limited to, the  approved  plans and  specifications  for the
          development and rehabilitation of the Project.

     Section 1.55 "Projected  Annual Tax Credits" shall mean LIHTC in the amount
          of $81,796  for 1999  through  2007,  which the  General  Partner  has
          projected  to be the total  amount of LIHTC which will be allocated to
          the Limited  Partner by the  Partnership,  constituting  99.98% of the
          aggregate  amount  of  LIHTC  of  $818,121  to  be  available  to  the
          Partnership; provided, however, that if the Actual Tax Credit for 1999
          is less than $81,796, the Projected Tax Credit for the year 2007 shall
          be  increased by an amount equal to the amount by which the Actual Tax
          Credit for 1999 is less than $81,796.

     Section 1.56  "Projected  Tax  Credits"  shall mean LIHTC in the  aggregate
          amount of $898,895.  The Partners  recognize and acknowledge  that the
          total  amount of Tax  Credits  allocated  to the  Partnership  equaled
          $898,895.  However,  prior to the Limited  Partner's  admittance,  the
          Partnership  had allocated  $80,774 Tax Credits to the former partners
          leaving the total  available  Tax Credits of $818,121 to be  allocated
          among  the  General  Partner,  Limited  Partner  and  Special  Limited
          Partner.

     Section 1.57  "Qualified  Income  Offset  Item"  shall have the meaning set
          forth in  Treasury  Regulation  Section  1.704-1(b)(2)(ii)(d),  or any
          successor provision.

     Section 1.58 "Qualified Tenants" shall mean any tenants who have incomes of
          60% or less of the area median  gross  income,  as adjusted for family
          size, so as to make the Project eligible for LIHTC.

     Section 1.59 "Refinancing"  shall mean the refinancing of the Project so as
          to retire  the  Mortgage  Note and create a new  permanent  lender who
          shall hold a first deed of trust on the Project.  No Refinancing shall
          be permitted without approval from the Limited Partner.

     Section 1.60  "Rent  Restriction  Test"  shall  mean the test  pursuant  to
          Section 42 of the Code  whereby  the gross rent  charged to tenants of
          the low-income  apartment  units in the Project must not exceed 30% of
          the applicable income standards.

     Section 1.61 "Sale" shall mean and include the sale, exchange, condemnation
          or similar eminent domain taking, casualty or other disposition of all
          or any portion of the Project  which is not in the ordinary  course of
          business,  and  the  sale  of  easements,  rights  of way  or  similar
          interests  in  the  Project  or  any  other  similar  items  which  in
          accordance  with the accounting  methods used by the  Partnership  are
          attributable  to capital;  provided,  however,  that "Sale"  shall not
          refer to any transaction to the extent gain or loss is not recognized,
          or is elected not to be recognized,  under any  applicable  section of
          the Code.

     Section 1.62  "Sale  or  Refinancing  Proceeds"  shall  mean  the net  cash
          (including  both principal and interest)  realized by the  Partnership
          from a Sale or Refinancing,  after  retirement of applicable  Mortgage
          debt,  payment of all expenses related to the transaction,  other than
          the sales  preparation fee which may be payable to the General Partner
          or its Affiliates pursuant to Section 9.2, and payment of or provision
          for other Partnership debts and obligations.

     Section 1.63  "Special  Limited  Partner"  shall mean WNC Housing,  L.P., a
          California limited partnership, and such other Persons as are admitted
          to  the  Partnership  as  additional  or  substitute  Special  Limited
          Partners pursuant to this Agreement.

     Section 1.64 "State" shall mean the State of Louisiana.

     Section 1.65 "State Tax Credit  Agency"  shall mean the  allocation  by the
          appropriate state agency of LIHTC with respect to the Project.

     Section 1.66  "Substitute  Limited  Partner"  shall  mean any Person who is
          admitted to the Partnership as a Limited  Partner  pursuant to Section
          12.5 or  acquires  the  Interest of the  Limited  Partner  pursuant to
          Section 7.3 of this Agreement.

     Section 1.67 "Tax Credit" shall mean any credit permitted under the Code or
          the  law of any  state  against  the  federal  or a state  income  tax
          liability of any Partner as a result of activities or  expenditures of
          the Partnership including, without limitation, LIHTC.

     Section 1.68 "Title Policy" shall mean the policy of insurance covering the
          fee simple title to the Project from a company approved by the Special
          Limited Partner. The Title Policy shall be an ALTA owners title policy
          naming the Partnership as insured and including a  non-imputation  and
          fairway  endorsement.  The Title  Policy  shall  also  insure  against
          rights-of-way,  easements, or claims of easements, not shown by public
          records.  The Title Policy shall be in an amount equal to the Mortgage
          and the Limited Partner's Capital Contribution.

     Section 1.69 "TRA 1986" shall mean the Tax Reform Act of 1986.

     Section 1.70 "Treasury  Regulations"  shall mean the Income Tax Regulations
          promulgated  under the Code, as such  regulations  may be amended from
          time  to  time  (including   corresponding  provisions  of  succeeding
          regulations).

                                   ARTICLE II

                                      NAME

The name of the Partnership shall be "Enhance Limited  Partnership,  A Louisiana
Limited Partnership in Commendam."

                                   ARTICLE III

                  PRINCIPAL EXECUTIVE OFFICE/AGENT FOR SERVICE

Section 3.1 Principal  Executive Office.  The principal  executive office of the
Partnership is located at 2701 Houma Boulevard,  Suite "C", Metairie,  Louisiana
70006,  or at such other place or places within the State as the General Partner
may hereafter designate.

Section 3.2 Agent for  Service of Process.  The name of the agent for service of
process on the  Partnership  is Clifford E. Olsen,  whose  address is 2701 Houma
Boulevard, Suite "C", Metairie, Louisiana 70006.

                                   ARTICLE IV

                                     PURPOSE

     The purpose of the  Partnership is to acquire,  construct,  own and operate
the  Project  in order to  provide,  in part,  Tax  Credits to the  Partners  in
accordance  with  the  provisions  of the  Code  and  the  Treasury  Regulations
applicable to LIHTC and to sell the Project. The Partnership shall not engage in
any  business  or  activity  which is not  incident  to the  attainment  of such
purpose.


                                    ARTICLE V

                                      TERM

     The  Partnership  term  commenced  upon the  filing of the  Certificate  of
Limited  Partnership  in the  office  of,  and on the form  prescribed  by,  the
Secretary  of State of the State,  and shall  continue  until  December 31, 2055
unless terminated earlier in accordance with the provisions of this Agreement or
as otherwise provided by law.

                                   ARTICLE VI

                    GENERAL PARTNER'S CONTRIBUTIONS AND LOANS

Section 6.1 Capital  Contribution of General Partner.  The General Partner shall
     make a Capital Contribution in the amount required by the Mortgage lenders.

Section 6.2 Operating  Obligations.  Throughout the Operating  Deficit Guarantee
     Period,  the General Partner will personally provide Operating Loans to pay
     any  Operating  Deficits;  and for the  balance  of the  Operating  Deficit
     Guarantee  Period the General  Partner will provide  Operating Loans to pay
     any Operating  Deficits up to the aggregate maximum of one year's operating
     expenses  (including debt and reserves) approved by the Limited Partner and
     the Special  Limited  Partner.  Each Operating Loan shall be nonrecourse to
     the Partners,  and shall be repayable out of available Net Operating Income
     or Sale or  Refinancing  Proceeds  in  accordance  with  Article XI of this
     Agreement.

Section 6.3 General Partner Loans. After the expiration of the Operating Deficit
     Guarantee  Period,  with the  consent of the Limited  Partner,  the General
     Partner may loan to the  Partnership  any sums required by the  Partnership
     and not otherwise  reasonably available to it, at a rate of interest not to
     exceed  the  lesser of 2% per  annum  above  the then  prevailing  prime or
     reference  rate  charged by Bank of America N.T. & S.A.,  Main Office,  San
     Francisco,  California,  or the maximum legal rate. The amount and maturity
     date of any such loan and the rate of interest  thereto  shall be evidenced
     by a written instrument.  The General Partner shall not charge a prepayment
     penalty on any such loan.

                                   ARTICLE VII

                    CAPITAL CONTRIBUTIONS OF LIMITED PARTNER
                           AND SPECIAL LIMITED PARTNER

Section 7.1  Original  Limited  Partner.  The  Original  Limited  Partner made a
     Capital  Contribution of $100.  Effective as of the date of this Agreement,
     the  Original  Limited  Partner's  Interest  has  been  liquidated  and the
     Partnership has reacquired the Original Limited  Partner's  Interest in the
     Partnership.

Section 7.2 Capital  Contribution of Limited Partner.  The Limited Partner shall
     make a Capital Contribution in the amount of $588,929, in cash on the dates
     and subject to the conditions hereinafter set forth:

     (a)  Including  but  not  limited  to any  and  all  terms  and  conditions
          otherwise found elsewhere in this Agreement, or waived, the obligation
          of the Limited Partner to pay the aforesaid Capital Contribution shall
          be subject to the satisfaction of the following conditions:

          (1)  the  issuance  to  the  Limited  Partner  of an  opinion  of  the
               Partnership's legal counsel,  in a form substantially  similar to
               the  form  of  opinion   attached   hereto  as  Exhibit  "B"  and
               incorporated herein by this reference;

          (2)  the General Partner shall deliver to the Limited Partner:

               (A)  a fully  executed  Certificate  and  Agreement  in the  form
                    attached  hereto as Exhibit "C" and  incorporated  herein by
                    this reference;

               (B)  operating budget;

               (C)  Insurance required during operations;

               (D)  a copy of an ALTA Owner's Title Insurance  Policy, in a form
                    and substance  satisfactory to the Special Limited  Partner.
                    The Title Insurance  Policy will show the Project to be free
                    from liens,  claims or rights to a lien or  judgments  filed
                    against the  property or the Project,  and other  exceptions
                    not approved by the Special Limited Partner;

               (E)  Mortgage documents signed and the Mortgage funded;

               (F)  HOME's final loan commitment  stating its loan subordination
                    to First Bank;

               (G)  the  original  and  current   tenant   income   verification
                    information  which includes rent roll, copies of all initial
                    tenant files  including  completed  applications,  completed
                    questionnaires   or   checklist   of  income   and   assets,
                    documentation  of third  party  verification  of income  and
                    assets,   income   certification   forms  (LIHTC  specific),
                    executed lease agreements collected by the Property Manager,
                    or General Partner, verifying each tenant's eligibility as a
                    Qualified Tenant;

               (H)  a copy of the Declaration of Restrictive  Covenants/Extended
                    Use Agreement  entered into between the  Partnership and the
                    State Tax Credit Agency;

               (I)  an audited  construction cost certification  (which includes
                    an  itemized  cost  breakdown,  the  Accountant's  final tax
                    credit  certification  setting forth the Project's  eligible
                    basis  with  the   amount  of  Tax   Credits  to  which  the
                    Partnership is entitled;

               (J)  the  Accountant's  final tax credit  certification in a form
                    substantially similar to the form attached hereto as Exhibit
                    "F" and incorporated  herein by this reference setting forth
                    the Project's  eligible basis with the amount of Tax Credits
                    to which the Project is entitled; and

               (K)  Internal Revenue Code Form 8609, or any successor form.

Section 7.3  Repurchase  of  Limited  Partner's  Interest.  Within 60 days after
     receipt of written  demand  therefor  from the Limited  Partner  and/or the
     Special  Limited  Partner,  the  Partnership  shall  repurchase the Limited
     Partner's  Interest  and/or the Special Limited  Partner's  Interest in the
     Partnership  by  refunding  to it in cash the full  amount  of the  Capital
     Contribution  which the Limited  Partner and/or the Special Limited Partner
     has  theretofore  made in the event that, for any reason,  the  Partnership
     shall fail to:

     (a)  meet both the Minimum Set-Aside Test and the Rent Restriction Test not
          later than  December 31 of the first year the  Partnership  elects the
          LIHTC to commence in accordance with the Code.

Section 7.4 Reduction of Capital Contribution.

     (a)  The  General  Partner  will use its best  efforts  to rent 100% of the
          Project's  apartment units to Qualified  Tenants over the fifteen (15)
          year LIHTC life.  If at any time the  Accountants  determine  that the
          Actual Tax Credit for any fiscal year or portion  thereof is less than
          the  Projected  Tax Credit  pertaining  to such fiscal year or portion
          thereof, then the Capital Contribution of the Limited Partner shall be
          reduced by an amount equal to the difference between (A) Projected Tax
          Credits,  and (B) the  Actual Tax  Credit.  Any  reduction  in Capital
          Contribution  shall first be applied to reduce the  Limited  Partner's
          next Capital Contribution, and any portion of such reduction in excess
          of such  Capital  Contribution  shall be applied to reduce  succeeding
          Capital  Contributions of the Limited  Partner.  If no further Capital
          Contribution payments are due and owing from the Limited Partner, then
          the entire amount of such reduction shall be repaid by the Partnership
          to the Limited Partner promptly after demand is made therefore. During
          the first five calendar years of Partnership  operations,  the General
          Partner is obligated to provide such funds to the Partnership as shall
          be  necessary  to  cause  the  aforesaid  payment  to be  made  by the
          Partnership to the Limited Partner.

     (b)  In the event that,  for any  reason,  at any time after the first five
          calendar years of Partnership operations,  if the amount of the Actual
          Tax Credit  shall be less than the  Projected  Tax Credit (the "Credit
          Shortfall")  then  there  shall be a  corresponding  reduction  in the
          General  Partner's  Net  Operating  Income in an  amount  equal to the
          Credit Shortfall and said amount shall be paid to the Limited Partner.
          In the  event  there is not  sufficient  funds to pay the full  Credit
          Shortfall to the Limited Partner at the time of the next  Distribution
          of Net Operating  Income then the Limited  Partner shall be treated as
          having made a constructive  advance to the Partnership with respect to
          such year (a "Credit Shortfall  Loan"),  which shall be deemed to have
          been made on January 1 of such year.  Credit  Shortfall Loans shall be
          deemed to bear simple  interest (not  compounded)  from the respective
          dates on which such  principal  advances  are deemed to have been made
          under this  Section  7.4(b) at 7% per annum.  Credit  Shortfall  Loans
          shall be  repaid  in the  next  year in which  sufficient  monies  are
          available  from the General  Partner's  Net Operating  Income.  In the
          event a Sale or  Refinancing  of the Project occurs prior to repayment
          in full of the Credit  Shortfall  Loan then the excess will be paid in
          accordance with Section 11.2(c).

     (c)  In the event there is: (1) a filing of a tax return by the Partnership
          evidencing a reduction in the qualified basis of the Project causing a
          recapture of Tax Credits previously  allocated to the Limited Partner;
          (2) a reduction in the  qualified  basis of the Project for income tax
          purposes  following an audit by the  Internal  Revenue  Service  (IRS)
          resulting  in a recapture  of Tax Credits  previously  claimed;  (3) a
          decision by the United States Tax Court  upholding  the  assessment of
          such deficiency against the Partnership with respect to any Tax Credit
          previously  claimed  in  connection  with  the  Project,   unless  the
          Partnership  shall timely appeal such  decision and the  collection of
          such  assessment  shall be  stayed  pending  the  disposition  of such
          appeal; or (4) a decision of a court affirming such decision upon such
          appeal  then,  in addition to any other  payments to which the Limited
          Partner and Special  Limited  Partner are entitled  under the terms of
          this Section 7.4, the General Partner shall pay to the Limited Partner
          and  the  Special  Limited  Partner  the  sum of (A)  the  income  tax
          deficiency  assessed  against the Limited  Partner or Special  Limited
          Partner as a result of the Tax Credit recapture,  (B) any interest and
          penalties  imposed on the Limited  Partner or Special  Limited Partner
          with respect to such deficiency,  and (C) an amount  sufficient to pay
          any tax  liability  owed by the  Limited  Partner or  Special  Limited
          Partner resulting from the receipt of the amounts specified in (A) and
          (B).

Section 7.5 Capital  Contribution  of the Special Limited  Partner.  The Special
     Limited Partner shall make a Capital Contribution of $59 at the time of the
     Limited  Partner's  Capital  Contribution  payment  referenced  in  Section
     7.2(b)(1) upon the same conditions. The Special Limited Partner shall be in
     a  different  class  from the  Limited  Partner  and,  except as  otherwise
     expressly  stated in this  Agreement,  shall not  participate in any rights
     allocable to or exercisable by the Limited Partner under this Agreement.

Section 7.6 Return of Capital  Contribution.  From time to time the  Partnership
     may have cash in excess  of the  amount  required  for the  conduct  of the
     affairs  of the  Partnership,  and the  General  Partner  may,  in its sole
     discretion,  determine  that  such  cash  should,  in whole or in part,  be
     returned to the Limited  Partner in reduction of its Capital  Contribution.
     Any  Distribution to the Limited  Partner  pursuant to this Section 7.5, or
     pursuant to Section 7.4,  shall be deemed to have been  consented to by the
     Limited Partner. No such return shall be made:

     (a)  Until this  Agreement  has been amended to reflect  such  reduction of
          capital; and

     (b)  Unless all liabilities of the Partnership (except those to Partners on
          account of amounts  credited to them pursuant to this  Agreement) have
          been paid or there remain assets of the Partnership sufficient, in the
          sole discretion of the General Partner, to pay such liabilities.

Section 7.7 Liability of the Limited  Partner and the Special  Limited  Partner.
     The Limited Partner and Special Limited Partner shall not be liable for any
     of  the  debts,   liabilities,   contracts  or  other  obligations  of  the
     Partnership.  The  Limited  Partner and Special  Limited  Partner  shall be
     liable  only to make its  Capital  Contributions  in the amounts and on the
     dates  specified  in this  Agreement  and shall not be required to lend any
     funds to the Partnership or, after their respective  Capital  Contributions
     have  been  paid,  to  make  any  further   Capital   Contribution  to  the
     Partnership.

                                  ARTICLE VIII

                          WORKING CAPITAL AND RESERVES

Section 8.1 Operation and Maintenance Reserve. The Partnership,  shall establish
     an operating and maintenance  account and shall deposit thereinto an annual
     amount  equal to $200 per  residential  unit  per year for the  purpose  of
     repairs,  maintenance and capital improvements.  Said deposit shall be made
     monthly in equal installments.  Withdrawals from such account shall be made
     only with the Consent of the Special Limited Partner. Any balance remaining
     in the  account  at the time of a sale of the  Apartment  Housing  shall be
     allocated  and  distributed  equally  between the  General  Partner and the
     Limited Partner.

Section 8.2 Reserve for Replacements.  The Partnership shall fund, establish and
     maintain a reserve account in an amount  required by the Mortgage  lenders,
     or any successor thereof.

Section 8.3 Initially left blank.

Section 8.4 Other  Reserves.  The General  Partner shall  establish out of funds
     available  to the  Partnership  a reserve  account  sufficient  in its sole
     discretion  to pay  any  unforeseen  contingencies  which  might  arise  in
     connection with the furtherance of the Partnership business including,  but
     not limited to, (a) any rent  subsidy  required to maintain  rent levels in
     compliance  with  the  Code and  applicable  regulations;  and (b) any real
     estate  taxes,  insurance,  debt service or other  payments for which other
     funds are not provided for hereunder or otherwise  expected to be available
     to the  Partnership.  The  General  Partner  shall  not be  liable  for any
     good-faith  estimate which it shall make in connection with establishing or
     maintaining  any such reserves nor shall the General Partner be required to
     establish or maintain any such  reserves if, in its sole  discretion,  such
     reserves do not appear to be necessary.

                                   ARTICLE IX

                             MANAGEMENT AND CONTROL

Section 9.1 Power and  Authority  of General  Partner.  Subject to other  terms,
     conditions,  and  restrictions  or  other  limitations  as may be  provided
     elsewhere in this  Agreement,  the General  Partner shall have complete and
     exclusive  control  over the  management  of the  Partnership  business and
     affairs,  and shall have the right,  power and authority,  on behalf of the
     Partnership,  and in its name,  to exercise  all of the rights,  powers and
     authority  of a partner  of a  partnership  without  limited  partners.  No
     Limited  Partner  (except one who may also be a General  Partner,  and then
     only in its capacity as General  Partner  within the scope of its authority
     hereunder)  shall  have any  right to be active  in the  management  of the
     Partnership's business or investments or to exercise any control thereover,
     nor have the  right to bind the  Partnership  in any  contract,  agreement,
     promise or undertaking, or to act in any way whatsoever with respect to the
     control or conduct of the business of the Partnership.

Section 9.2  Payments to the General  Partners and Others.  (a) The  Partnership
     shall pay to the  Developer a  Development  Fee in the amount of $50,000 in
     accordance with the  Development Fee Agreement  entered into by and between
     the Developer and the Partnership on the even date hereof.  The Development
     Fee Agreement  provides,  in part,  that the Development Fee shall first be
     paid from  available  proceeds in  accordance  with Section  9.2(b) of this
     Agreement and if not paid in full then the balance of the  Development  Fee
     will be paid in accordance with Section 11.1 of this Agreement.

     (b)  The   Partnership   shall   utilize  the  proceeds  from  the  Capital
          Contributions  paid  pursuant  to Section  7.2 and Section 7.5 of this
          Agreement to repay the  contractor and  sub-contractor,  or others who
          hold  liens,  encumbrances,  judgments,  or other  claims  against the
          Project. If any Capital Contribution  proceeds are remaining after all
          construction  costs,  excluding the Development Fee, are paid in full,
          then the remainder  shall first be paid to the Developer in payment of
          the Development Fee. Any and all funds remaining shall be reserved for
          the future reserve,  replacement, or other operating expenses as shall
          be deemed appropriate by the General Partner, Limited Partner, and the
          Property Manager.

     (c)  The  Partnership   shall  pay  to  the  Property  Manager  a  property
          management  fee for the  leasing  and  management  of the  Project  in
          accordance with the Management Agreement.

     (i)  As more particularly  provided herein, the General Partner may dismiss
          the Property  Manager as the entity  responsible for the Project under
          the terms of the property management  agreement;  with the consent and
          approval of the  Special  Limited  Partner  and the  Limited  Partner.
          Moreover,  and at the  request of the  Special  Limited  Partner,  the
          General  Partner or the  Mortgage  Lender  shall  remove the  Property
          Manager  in the event the  Property  Manager  experiences  an Event of
          Bankruptcy,  is dissolved,  or makes an assignment  for the benefit of
          its  creditors,  or for any  intentional  misconduct  by the  Property
          Manager or failure to exercise reasonable care in the discharge of its
          duties  and  obligations  as  Property   Manager,   including  without
          limitation, for any action or failure to take any action which:

          (A)  violates in any  material  respect any  provision of the property
               management agreement; or

          (B)  violates in any material  respect any provision of this Agreement
               or provisions of applicable law.

          (d)  The  Partnership  shall  pay to the  Limited  Partner  a fee (the
               "Reporting  Fee") defined as 50% of the Net Operating  Income and
               commencing in the year 2000 for the Limited Partner's services in
               monitoring the operations of the  Partnership and for services in
               connection  with  the   Partnership's   accounting   matters  and
               assisting  with the  preparation  of tax  returns and the reports
               required  in  Sections  14.2  and  14.3  of this  Agreement.  The
               Reporting  Fee shall be  payable  within  seventy-five  (75) days
               following  each  calendar  year  and  shall be  payable  from Net
               Operating  Income in the manner and priority set forth in Section
               11.1 of this  Agreement.  If the Reporting Fee is not paid in any
               year it shall not accrue for payment in subsequent years.

          (e)  The Partnership  shall pay to the Property  Manager a Partnership
               Administration   Fee  equal  to  50%  of  Net  Operating   Income
               commencing in 1999 for services incident to the administration of
               the business and affairs of the Partnership, which services shall
               include, but not be limited to, maintaining the books and records
               of the Partnership,  selecting and supervising the  Partnership's
               accountants,  bookkeepers  and other Persons  required to prepare
               and audit the Partnership's financial statements and tax returns,
               and  preparing  and  disseminating  reports  on the status of the
               Project  and the  Partnership,  all as required by Article XIV of
               this  Agreement.  The  Partnership  Administration  Fee  shall be
               payable  within  seventy-five  (75) days  following each calendar
               year and shall be payable from Net Operating Income in the manner
               and  priority  set  forth in  Section  11.1.  If the  Partnership
               Administration  Fee is not paid in any year it shall  not  accrue
               for payment in subsequent years.

Section 9.3 Specific Powers of the General Partner.

     (a)  In the  Partnership's  name and  behalf  and with the  consent  of the
          Property Manager, the General Partner may acquire (including by fee or
          real  estate  contract),   hold,  sell,  transfer,  assign,  lease  or
          otherwise  deal with any real,  personal or mixed  property,  interest
          therein or appurtenance thereto;

     (b)  In the  Partnership's  name and  behalf  and with the  consent  of the
          Property  Manager,  the  General  Partner  may  employ,  contract  and
          otherwise  deal with,  from time to time,  Persons whose  services are
          necessary or appropriate in connection  with  management and operation
          of  the   Partnership   business,   including,   without   limitation,
          contractors, agents, brokers, accountants and attorneys, on such terms
          as the General Partner shall determine;

     (c)  In the Partnership's name and behalf, the General Partner may bring or
          defend, pay, collect, compromise, arbitrate, resort to legal action or
          otherwise  adjust claims or demands of or against the Partnership with
          the Consent of the Special Limited Partner;

     (d)  In the  Partnership's  name and  behalf  and with the  consent  of the
          Property Manager, the General Partner may pay as a Partnership expense
          any  and  all  costs  and  expenses  associated  with  the  formation,
          development,  organization and operation of the Partnership, including
          the expense of annual audits, tax returns and LIHTC compliance;

     (e)  In the  Partnership's  name and  behalf  and with the  consent  of the
          Property Manager, the General Partner may deposit,  withdraw,  invest,
          pay,  retain  and  distribute  the  Partnership's  funds  in a  manner
          consistent with the provisions of this Agreement;

     (f)  The General  Partner may require in any or all  Partnership  contracts
          that  the  General  Partner  shall  not have  any  personal  liability
          thereunder but that the Person  contracting with the Partnership shall
          look solely to the Partnership and its assets for satisfaction;

     (g)  In the Partnership's  name and behalf, the General Partner may execute
          the Mortgage; and

     (h)  In the Partnership's name and behalf, the General Partner may execute,
          acknowledge  and deliver any and all  instruments to effectuate any of
          the foregoing.

Section 9.4 Limitations on General Partner's Power and Authority.  Including but
     not limited to the other terms,  conditions,  limitations,  or restrictions
     contained in this Partnership Agreement , the General Partner shall not:

     (a)  Act in contravention of this Agreement;

     (b)  Act in any  manner  which  would  make it  impossible  to carry on the
          ordinary business of the Partnership;

     (c)  Confess a judgment against the Partnership;

     (d)  Possess  Partnership  property,  or  assign  the  Partner's  right  in
          specific Partnership property, for other than the exclusive benefit of
          the Partnership;

     (e)  Admit a  Person  as a  General  Partner  except  as  provided  in this
          Agreement;

     (f)  Admit a  Person  as a  Limited  Partner  except  as  provided  in this
          Agreement;

     (g)  Violate the Mortgage Loan or Mortgage Note;

     (h)  Cause the Project  apartment  units to be rented to anyone  other than
          Qualified Tenants;

     (i)  Violate the Minimum Set-Aside Test for the Project;

     (j)  Cause any recapture of the Tax Credits;

     (k)  Permit any creditor who makes a nonrecourse loan to the Partnership to
          have,  or to acquire at any time as a result of making such loan,  any
          direct or indirect interest in the profits,  income,  capital or other
          property of the Partnership, other than as a secured creditor; or

     (l)  Commingle  funds of the  Partnership  with the funds of another Person
          provided,  however,  that the General  Partner may  establish a master
          fiduciary  account  pursuant to which separate  subtrust  accounts are
          established  for  the  benefit  of  affiliated  limited  partnerships,
          provided  that  Partnership  funds are  protected  from claims of such
          other partnerships and/or their creditors.

Section 9.5  Restrictions  on  Authority of General  Partner.  Without the prior
     approval of the Special Limited Partner neither the General Partner nor the
     General Partner shall:

     (a)  Sell,  exchange,  lease or otherwise  dispose of all or a  substantial
          part of the assets of the Partnership;

     (b)  Incur  indebtedness  other than the  Mortgage  Loan in the name of the
          Partnership,  other than in the ordinary  course of the  Partnership's
          business;

     (c)  Engage in any transaction not expressly contemplated by this Agreement
          in which the General  Partner has an actual or  potential  conflict of
          interest with the Limited Partner or the Special Limited Partner;

     (d)  Admit a  General  Partner,  or elect  to  continue  the  Partnership's
          business after a General Partner ceases to be a General Partner (other
          than by removal)  where there is no  remaining  or  surviving  General
          Partner;

     (e)  Contract away the fiduciary  duty owed to the Limited  Partner and the
          Special Limited Partner at common law; or

     (f)  Take any action  which would cause the Project to fail to qualify,  or
          which would cause a termination or discontinuance of the qualification
          of the Project,  as a "qualified  low income  housing  project"  under
          Section 42(g)(1) of the Code, as amended, or any successor thereto, or
          which would cause the Limited  Partner to fail to obtain the Projected
          Tax Credits or which would cause the recapture of any LIHTC.

Section 9.6 Duties of General  Partner.  The General  Partner agrees that at all
     times it shall:

     (a)  Use its best efforts to rent 100% of the apartment  units to Qualified
          Tenants during the Project's  "compliance period" for purposes of Code
          Section 42.

     (b)  Diligently and  faithfully  devote such of its time to the business of
          the Partnership as may be necessary to properly conduct the affairs of
          the Partnership;

     (c)  Aid and assist the Property  Manager in the filing and  publishing all
          certificates,  statements or other instruments required by law for the
          formation and operation of the Partnership as a limited partnership in
          all appropriate jurisdictions;

     (d)  Aid and  assist  the  Property  Manager  of the  Partnership  to carry
          adequate public liability insurance,  comprehensive casualty insurance
          for not less than the full  insurable  value of the  Project  and such
          other insurance as is generally  maintained for properties  similar to
          the Project;

     (e)  Have a fiduciary responsibility for any and all Partnership activities
          whether or not the  undertakings  are in its  immediate  possession or
          control;

     (f)  Comply with all Code and state rules and  regulations for rural rental
          housing and LIHTC; and

     (g)  Perform such other acts as may be  expressly  required of it under the
          terms of this Agreement.


Section 9.7 Partnership Expenses.

     (a)  All of the Partnership's expenses shall be billed directly to and paid
          by the Partnership to the extent  practicable.  Reimbursements  to the
          General Partner, or any of its Affiliates, by the Partnership shall be
          allowed only for reasonable the  Partnership's  Cash Expenses;  unless
          the  General  Partner  is  obligated  to pay the same as an  Operating
          Deficit during the Operating Deficit Guarantee Period,  and subject to
          the  limitations  on the  reimbursement  of such  expenses  set  forth
          herein. For the purposes of this Section,  Cash Expenses shall include
          fees paid by the  Partnership to the General  Partner or any Affiliate
          of the General Partner permitted by this Agreement and the actual cost
          of goods,  materials  and  administrative  services used for or by the
          Partnership,  whether incurred by the General Partner, an Affiliate of
          the  General  Partner  or a  nonaffiliated  Person in  performing  the
          foregoing functions.  As used in the preceding sentence,  "actual cost
          of goods and  materials"  means the actual cost of goods and materials
          used for or by the  Partnership  and obtained from entities  which are
          not   Affiliates   of  the  General   Partner,   and  actual  cost  of
          administrative  services  means the pro rata cost of personnel  (as if
          such persons were employees of the Partnership)  associated therewith,
          but in no event to  exceed  the  amount  which  would  be  charged  by
          nonaffiliated Persons for comparable goods and services.

     (b)  Reimbursement  to the  General  Partner  or any of its  Affiliates  of
          operating  cash expenses  pursuant to  Subsection  (a) hereof shall be
          subject to the following:

          (i)  No such  reimbursement  shall be permitted for services for which
               the  General  Partner or any of its  Affiliates  is  entitled  to
               compensation by way of a separate fee; and

          (ii) No such reimbursement shall be made for (a) rent or depreciation,
               utilities,  capital equipment or other such administrative items,
               and (b)  salaries,  fringe  benefits,  travel  expenses and other
               administrative  items  incurred or allocated to any  "controlling
               person" of the General  Partner or any  Affiliate  of the General
               Partner.   For  the   purposes   of  this   Section   9.7(b)(ii),
               "controlling person" includes, but is not limited to, any Person,
               however titled, who performs functions for the General Partner or
               any  Affiliate  of the General  Partner  similar to those of: (1)
               chairman  or  member  of the board of  directors;  (2)  executive
               management,  such as  president,  vice  president  or senior vice
               president,   corporate   secretary  or   treasurer;   (3)  senior
               management,  such as the vice president of an operating  division
               who  reports  directly  to  executive  management;  or (4)  those
               holding 5% or more equity interest in such General Partner or any
               such  Affiliate  of the  General  Partner or a person  having the
               power to direct or cause the direction of such General Partner or
               any such Affiliate of the General  Partner,  whether  through the
               ownership of voting securities, by contract or otherwise.

Section 9.8 General Partner  Expenses.  The General Partner or Affiliates of the
     General Partner shall pay all Partnership  expenses which are not permitted
     to be reimbursed  pursuant to Section 9.8 and all other  expenses which are
     unrelated to the business of the Partnership.

Section 9.9 Other  Business of  Partners.  Notwithstanding,  Section  9.5(c) any
     Partner may engage  independently or with others in other business ventures
     of  every  nature  and  description,  including,  without  limitation,  the
     acquisition, development,  rehabilitation, operation and management of real
     estate  projects and  developments  of every type on their own behalf or on
     behalf  of  other  partnerships,  joint  ventures,  corporations  or  other
     business  ventures  formed by them or in which  they may have an  interest,
     including, without limitation,  business ventures similar to, related to or
     in direct or indirect  competition  with the Project  except if  prohibited
     under a non-competition agreement.  Neither the Partnership nor any Partner
     shall  have any  right  by  virtue  of this  Agreement  or the  partnership
     relationship  created  hereby in or to such other ventures or activities or
     to the income or proceeds derived therefrom.

Section 9.10  Covenants,  Representations  and  Warranties.  The General Partner
     covenants,  represents  and warrants that the following are presently  true
     and will be true  during the term of this  Agreement,  to the  extent  then
     applicable:

     (a)  The  Partnership  is a  duly  organized  limited  partnership  validly
          existing  under the laws of the State and has complied with all filing
          requirements  necessary for the protection of the limited liability of
          the Limited Partner and the Special Limited Partner.

     (b)  The Partnership  Agreement and the Project Documents are in full force
          and effect and neither the  Partnership  nor the General Partner is in
          breach or violation of any provisions thereof.

     (c)  The  Project  is being  operated  in  accordance  with  standards  and
          procedures  which are  prudent  and  customary  for the  operation  of
          properties similar to the Project.

     (e)  Additional  Improvements  on the Project,  if any,  shall be completed
          substantially  in conformity  with the Project  Documents or any other
          requirements necessary to obtain completion of construction.

     (f)  No Partner has or will have any personal liability with respect to, or
          has or will have personally guaranteed the payment of, the Mortgage.

     (g)  All appropriate public utilities, including sanitary and storm sewers,
          water,  gas and  electricity,  are  currently  available  and  will be
          operating properly for all units in the Project throughout the term of
          the Partnership.

     (h)  The Project has obtained  Permanent  Mortgage  Commencement,  and will
          maintain throughout the term of this Partnership  Insurance written by
          an Insurance Company.

     (i)  The Partnership  owns the fee simple interest in the Project,  subject
          only to liens  (except those with respect to which an adequate bond or
          other financial security has been issued) which, in the aggregate,  do
          not exceed $10,000 and the Mortgage Loan.

     (j)  Except as otherwise  disclosed to the Limited  Partner and the Special
          Limited  Partner in writing prior to the execution of the  Partnership
          Agreement,  to the best of the  General  Partner's  knowledge:  (1) no
          Hazardous  Substance  has been disposed of, or released to or from, or
          otherwise  now exists in, on, under or around,  the Project and (2) no
          aboveground  or  underground  storage  tanks are now or have ever been
          located on or under the Project.  The General Partner will not install
          or allow to be installed any aboveground or underground  storage tanks
          on the Project.  The General Partner  covenants that the Project shall
          be kept free of Hazardous Materials and shall not be used to generate,
          manufacture,  refine,  transport,  treat, store,  handle,  dispose of,
          transfer, produce or process Hazardous Materials, except in connection
          with the  normal  maintenance  and  operation  of any  portion  of the
          project.  The  General  Partner  shall  comply,  or cause  there to be
          compliance,  with  all  applicable  Federal,  state  and  local  laws,
          ordinances,  rules and regulations with respect to Hazardous Materials
          and shall keep, or cause to be kept, the Project free and clear of any
          liens   imposed   pursuant  to  such  laws,   ordinances,   rules  and
          regulations.  The General  Partner  must  promptly  notify the Special
          Limited  Partner in writing  (3) if it knows,  or suspects or believes
          there may be any  Hazardous  Substance  in or  around  any part of the
          Project,  any  Improvements  constructed on the Project,  or the soil,
          groundwater  or  soil  vapor,  (4)  if  the  General  Partner  or  the
          Partnership may be subject to any threatened or pending  investigation
          by any  governmental  agency  under any law,  regulation  or ordinance
          pertaining  to any Hazardous  Substance,  and (5) of any claim made or
          threatened by any Person,  other than a governmental  agency,  against
          the  Partnership or General  Partner  arising out of or resulting from
          any Hazardous Substance being present or released in, on or around any
          part of the Project.

     (k)  The  General  Partner  has not  executed  and  will  not  execute  any
          agreements with provisions  contradictory to, or in opposition to, the
          provisions of the Partnership Agreement.

     (l)  The  Partnership  will  allocate to the Limited  Partner the Projected
          Annual Tax Credits.

     (m)  No charges or  encumbrances  exist with  respect to the Project  other
          than those which are created or permitted by the Project  Documents or
          are noted or excepted in the title policy for the Project.

     (n)  The  buildings on the Project site  constitute  or shall  constitute a
          "qualified  low-income housing project" as defined in Section 42(g) of
          the Code, and as amplified by the Treasury Regulations thereunder.  In
          this connection, not later than December 31 of the first year in which
          the Partners elected the LIHTC to commence in accordance the Code, the
          Project satisfied the Minimum Set-Aside Test.

     (o)  All accounts of the  Partnership  required to be maintained  under the
          terms of the Project Documents,  including,  without  limitation,  any
          reserves in accordance with Article VIII hereof,  are currently funded
          to required levels, including levels required by any authority.

     (p)  The General  Partner has not lent or  otherwise  advanced any funds to
          the  Partnership   other  than  its  Capital   Contribution   and  the
          Partnership has no unsatisfied  obligation to make any payments of any
          kind to the General Partner or any Affiliate thereof.

     (q)  No event has occurred which  constitutes a material  default under any
          of the Project Documents.

     (r)  No event has occurred  which has caused,  and the General  Partner has
          not acted in any manner  which will  cause (1) the  Partnership  to be
          treated for federal income tax purposes as an association taxable as a
          corporation,  (2) the  Partnership  to fail to  qualify  as a  limited
          partnership under the Act, or (3) the Limited Partner to be liable for
          Partnership  obligations;  provided however, the General Partner shall
          not be in  breach  of this  representation  if all or a  portion  of a
          Limited  Partner's  agreed  upon  Capital  Contributions  are  used to
          satisfy the Partnership's  obligations to creditors of the Partnership
          and such action by the General Partner is otherwise  authorized  under
          this Agreement and;  provided  further,  however,  the General Partner
          shall not be in breach of this  representation  if the action  causing
          the Limited  Partner to be liable for the  Partnership  obligations is
          undertaken by the Limited Partner.

     (s)  No event or  proceeding,  including,  but not  limited  to,  any legal
          actions or proceedings  before any court,  commission,  administrative
          body or other  governmental  authority,  and acts of any  governmental
          authority  having  jurisdiction  over  the  zoning  or land  use  laws
          applicable to the Project, has occurred the continuing effect of which
          has:  (1)  materially  or  adversely  affected  the  operation  of the
          Partnership or the Project;  (2) materially or adversely  affected the
          ability of the General Partner to perform its obligations hereunder or
          under  any  other  agreement  with  respect  to  the  Project;  or (3)
          prevented  the  completion  of  construction  of the  Improvements  in
          substantial  conformity with the Project  Documents,  other than legal
          proceedings  which  have been  bonded  against  (or as to which  other
          adequate  financial  security  has  been  issued)  in a  manner  as to
          indemnify  the  Partnership  against  loss;  provided,   however,  the
          foregoing  does not apply to matters of  general  applicability  which
          would  adversely   affect  the   Partnership,   the  General  Partner,
          Affiliates of the General  Partner or the Project only insofar as they
          or any of them are part of the general public.

     (t)  Neither the Partnership  nor the General Partner has any  liabilities,
          contingent or otherwise,  which have not been  disclosed in writing to
          the Limited  Partner and the Special  Limited Partner and which in the
          aggregate  affect  the  ability of the  Limited  Partner to obtain the
          anticipated benefits of its investment in the Partnership.

     (u)  The  General  Partner  has and shall  maintain a net worth equal to at
          least  $1,000,000  computed  in  accordance  with  generally  accepted
          accounting principles.

     The General  Partner shall be liable to the Limited  Partner for any costs,
damages,  loss of  profits,  diminution  in the value of its  investment  in the
Partnership,  or other losses,  of every nature and kind  whatsoever,  direct or
indirect,  realized  or  incurred  by the  Limited  Partner  as a result  of any
material breach of the  representations and warranties set forth in this Section
9.11.

                                    ARTICLE X

                    ALLOCATIONS OF INCOME, LOSSES AND CREDITS

Section 10.1 General.  All items includable in the calculation of Income or Loss
     not  arising  from a Sale or  Refinancing,  and all Tax  Credits,  shall be
     allocated  99.98%  to the  Limited  Partner,  .01% to the  Special  Limited
     Partner, and .01% collectively to the General Partner.

Section 10.2 Allocations From Sale or Refinancing. All Income and Losses arising
     from a Sale or  Refinancing  shall be  allocated  between  the  Partners as
     follows:

     (a)  As to Income:

          (1)  First,  an  amount  of  Income  equal to the  aggregate  negative
               balances (if any) in the Capital  Accounts of all Partners having
               negative  Capital Accounts (prior to taking into account the Sale
               or  Refinancing  and the  Distribution  of  Sale  or  Refinancing
               Proceeds,  but  after  giving  effect  to  Distributions  of  Net
               Operating Income and allocations of Income and Losses pursuant to
               Section 10.1 for the year shall be allocated to such  Partners in
               proportion to their negative  Capital Account  balances until all
               such Capital Accounts shall have zero balances; and

          (2)  The balance, if any, of such Income shall be allocated 50% to the
               Limited Partner and 50% collectively to the General Partner.

     (b)  As to Losses:

          (1)  an amount of Losses equal to the aggregate  positive balances (if
               any) in the Capital  Accounts  of all  Partners  having  positive
               Capital  Accounts  (prior  to  taking  into  account  the Sale or
               Refinancing and the Distribution of Sale or Refinancing Proceeds,
               but after giving effect to  Distributions of Net Operating Income
               and allocations of Income and Losses pursuant to Section 10.1 for
               the year shall be allocated  to such  Partners in  proportion  to
               their positive  Capital  Account  balances until all such Capital
               Accounts shall have zero balances; and

          (2)  the balance of any such Losses shall be  allocated  99.98% to the
               Limited  Partner,  .01% to the Special  Limited  Partner and .01%
               collectively to the General Partner.

     (c)  Notwithstanding  the foregoing  provisions of Section 10.2(a) and (b),
          in no event shall any Losses be  allocated  to the Limited  Partner or
          the Special  Limited Partner if and to the extent that such allocation
          would create or increase an Adjusted  Capital  Account Deficit for the
          Limited  Partner  or the  Special  Limited  Partner.  In the  event an
          allocation  of  99.98%  or  .01%  of  each  item   includable  in  the
          calculation of Income or Loss not arising from a Sale or  Refinancing,
          would create or increase an Adjusted  Capital  Account Deficit for the
          Limited Partner or the Special Limited Partner, respectively,  then so
          much of the items of deduction other than projected depreciation shall
          be allocated to the General  Partner instead of the Limited Partner or
          the  Special  Limited  Partner as is  necessary  to allow the  Limited
          Partner or the  Special  Limited  Partner to be  allocated  99.98% and
          .01%,  respectively,  of the items of Income and Project  depreciation
          without creating or increasing an Adjusted Capital Account Deficit for
          the  Limited  Partner or the  Special  Limited  Partner,  it being the
          intent of the parties that the Limited Partner and the Special Limited
          Partner always shall be allocated  99.98% and .01%,  respectively,  of
          the items of Income not arising from a Sale or Refinancing  and 99.98%
          and .01%, respectively, of the Project depreciation.

Section 10.3 Special  Allocations.  The following  special  allocations shall be
     made in the following order:

     (a)  Except as  otherwise  provided in Section  1.704-2(f)  of the Treasury
          Regulations,  notwithstanding  any other provisions of this Article X,
          if there is a net  decrease  in  Partnership  Minimum  Gain during any
          Partnership  fiscal year,  each Partner  shall be specially  allocated
          items of  Partnership  Income and gain for such fiscal  year (and,  if
          necessary,  subsequent  fiscal  years)  in an  amount  equal  to  such
          Person's  share  of the net  decrease  in  Partnership  Minimum  Gain,
          determined in accordance with Treasury Regulations Section 1.704-2(g).
          Allocations  pursuant  to the  previous  sentence  shall  be  made  in
          proportion to the respective  amounts required to be allocated to each
          Partner and pursuant  thereto.  The items to be so allocated  shall be
          determined in accordance with Section  1.704-2(f)(6) and 1.704-2(j)(2)
          of the  Treasury  Regulations.  This  Section  10.3(a) is  intended to
          comply  with  the  minimum  gain  chargeback  requirement  in  Section
          1.704-2(f)  of the  Treasury  Regulations  and  shall  be  interpreted
          consistently therewith.

     (b)  Except as otherwise provided in Section  1.704-2(i)(4) of the Treasury
          Regulations, notwithstanding any other provision of this Article X, if
          there is a net  decrease  in Partner  Nonrecourse  Debt  Minimum  Gain
          attributable  to a Partner  Nonrecourse  Debt  during any  Partnership
          fiscal  year,  each Person who has a share of the Partner  Nonrecourse
          Debt  Minimum Gain  attributable  to such  Partner  Nonrecourse  Debt,
          determined in accordance  with Section  1.704-2(i)(5)  of the Treasury
          Regulations,  shall be specially allocated items of Partnership Income
          and gain for such fiscal year (and,  if necessary,  subsequent  fiscal
          years) in an amount equal to such  Person's  share of the net decrease
          in Partner  Nonrecourse Debt Minimum Gain attributable to such Partner
          Nonrecourse Debt,  determined in accordance with Treasury  Regulations
          Section  1.704-2(i)(4).  Allocations pursuant to the previous sentence
          shall be made in proportion to the respective  amounts  required to be
          allocated  to  each  Partner  pursuant  thereto.  The  items  to be so
          allocated   shall  be   determined   in   accordance   with   Sections
          1.704-2(i)(4)  and  1.704-2(j)(2)  of the Treasury  Regulations.  This
          Section 10.3(b) is intended to comply with the minimum gain chargeback
          requirement in Section  1.704-2(i)(4) of the Treasury  Regulations and
          shall be interpreted consistently therewith.

     (c)  In the  event  any  Partner  unexpectedly  receives  any  adjustments,
          allocations,   or  distributions  described  in  Treasury  Regulations
          Section 1.704-1(b)(2)(ii)(d)(4),  Section 1.704-1(b)(2)(ii)(d)(5),  or
          Section 1.704-1(b)(2)(ii)(d)(6),  items of Partnership Income and gain
          shall be  specially  allocated  to each such  Partner in an amount and
          manner sufficient to eliminate, to the extent required by the Treasury
          Regulations,  the Adjusted  Capital Account Deficit of such Partner as
          quickly as  possible,  provided  that an  allocation  pursuant to this
          Section  10.3(c)  shall be made if and only to the  extent  that  such
          Partner would have an Adjusted Capital Account Deficit after all other
          allocations  provided for in this  Section 10.3 have been  tentatively
          made as if this Section 10.3(c) were not in the Agreement.

     (d)  In the event any Partner has a deficit  Capital  Account at the end of
          any  Partnership  fiscal year which is in excess of the sum of (i) the
          amount such Partner is obligated to restore,  and (ii) the amount such
          Partner  is  deemed  to  be  obligated  to  restore  pursuant  to  the
          penultimate  sentences of Treasury Regulations Sections  1.704-2(g)(1)
          and  1.704-2(i)(5),  each such Partner  shall be  specially  allocated
          items of  Partnership  income and gain in the amount of such excess as
          quickly as  possible,  provided  that an  allocation  pursuant to this
          Section  10.3(d)  shall be made if and only to the  extent  that  such
          Partner  would  have a deficit  Capital  Account in excess of such sum
          after all other  allocations  provided  for in this  Section 10.3 have
          been  tentatively  made as if this Section 10.3(d) and Section 10.3(c)
          hereof were not in the Agreement.

     (e)  Nonrecourse   Deductions  for  any  fiscal  year  shall  be  specially
          allocated 99.98% to the Limited  Partner,  .01% to the Special Limited
          Partner and .01% collectively to the General Partner.

     (f)  Any  Partner  Nonrecourse  Deductions  for any  fiscal  year  shall be
          specially  allocated  to the  General  Partner or Limited  Partner who
          bears  the  economic   risk  of  loss  with  respect  to  the  Partner
          Nonrecourse  Debt to which such  Partner  Nonrecourse  Deductions  are
          attributable   in  accordance   with  Treasury   Regulations   Section
          1.704-2(i)(1).

     (g)  To  the  extent  an  adjustment  to  the  adjusted  tax  basis  of any
          Partnership  asset  pursuant to Code  Section  734(b) or Code  Section
          743(b)  is  required,   pursuant  to  Treasury   Regulations   Section
          1.704-1(b)(2)(iv)(m)(2)         or         Regulations         Section
          1.704-1(b)(2)(iv)(m)(4),  to be  taken  into  account  in  determining
          Capital  Accounts  as the  result of a  distribution  to a Partner  in
          complete liquidation of his interest in the Partnership, the amount of
          such adjustment to the Capital Accounts shall be treated as an item of
          gain (if the adjustment  increases the basis of the asset) or loss (if
          the  adjustment  decreases  such basis) and such gain or loss shall be
          specially  allocated to the General  Partner in accordance  with their
          interests in the  Partnership  in the event that Treasury  Regulations
          Section 1.704-1  (b)(2)(iv)(m)(2)  applies,  or to the Partner to whom
          such  distribution  was made in the event  that  Treasury  Regulations
          Section 1.704-1(b)(2)(iv)(m)(4) applies.

     (h)  To the extent the Partnership has taxable interest income with respect
          to any promissory note pursuant to Section 483 or Section 1271 through
          1288 of the Code:

          (i)  Such interest income shall be specially  allocated to the Limited
               Partner to whom such promissory note relates; and

          (ii) The amount of such  interest  income  shall be excluded  from the
               Capital Contributions  credited to such Partner's Capital Account
               in  connection  with  payments of principal  with respect to such
               promissory note.

     (i)  In the event the  adjusted  tax basis of any Code  Section 38 property
          that has been  placed  in  service  by the  Partnership  is  increased
          pursuant to Code  Section  50(c),  such  increase  shall be  specially
          allocated  among the  Partners  (as an item in the nature of income or
          gain) in the same  proportions  as the  investment  tax credit that is
          recaptured with respect to such property is shared among the Partners.

     (j)  Any reduction in the adjusted tax basis (or cost) of Partnership  Code
          Section  property  pursuant to Code  Section  50(c) shall be specially
          allocated  among the Partners (as an item in the nature of expenses or
          losses)  in the  same  proportions  as the  basis  (or  cost)  of such
          property  is  allocated  pursuant  to  Treasury   Regulations  Section
          1.46-3(f)(2)(i).

     (k)  Any Income,  Loss or deduction realized as a direct or indirect result
          of the issuance of an interest in the  Partnership by the  Partnership
          to a Partner  (the  "Issuance  Items")  shall be  allocated  among the
          Partners  so that,  to the  extent  possible,  the net  amount of such
          issuance  items,  together  with  all  other  allocations  under  this
          Agreement to each Partner, shall be equal to the net amount that would
          have been allocated to each such Partner if the Issuance Items had not
          been realized.

     (l)  If any Partnership  expenditure  treated as a deduction on its federal
          income  tax  return is  disallowed  as a  deduction  and  treated as a
          distribution  pursuant to Section 731(a) of the Code, there shall be a
          special  allocation  of gross  income  to the  Partner  deemed to have
          received such distribution equal to the amount of such distribution.

     (m)  The  allocation  to the  General  Partner  of  each  material  item of
          Partnership income, loss, deduction or credit will not be less than 1%
          of  each  such  item  at  all  times  during  the   existence  of  the
          Partnership.

     (n)  Interest  deduction  on the  Partnership  indebtedness  referred to in
          Section 6.3 shall be allocated 100% to the General Partner.

Section 10.4  Curative  Allocations.  The  allocations  set  forth  in  Sections
     10.3(a),  10.3(b),  10.3(c),  10.3(d), 10.3(e), 10.3(f), and 10.3(g) hereof
     (the  "Regulatory   Allocations")  are  intended  to  comply  with  certain
     requirements of the Treasury Regulations.  It is the intent of the Partners
     that, to the extent possible,  all Regulatory  Allocations  shall be offset
     either with other  Regulatory  Allocations  or with special  allocations of
     other items of Partnership  Income,  gain,  Loss, or deduction  pursuant to
     this Section 10.4.  Therefore,  notwithstanding any other provision of this
     Article X (other than the Regulatory Allocations),  with the Consent of the
     Special  Limited  Partner,  the General  Partner shall make such offsetting
     special  allocations of  Partnership  Income,  gain,  Loss, or deduction in
     whatever  manner the  General  Partner,  with the  Consent  of the  Special
     Limited  Partner,  determines  appropriate so that,  after such  offsetting
     allocations  are made,  each Partner's  Capital  Account balance is, to the
     extent  possible,  equal to the Capital  Account balance such Partner would
     have had if the Regulatory  Allocations  were not part of the Agreement and
     all Partnership items were allocated pursuant to Sections 10.3(h), 10.3(i),
     10.3(j),  10.3(k),  and 10.5. In exercising  its  discretion  under Section
     10.4,  the  General  Partner  shall  take into  account  future  Regulatory
     Allocations under Section 10.3(a) and 10.3(b) that,  although not yet made,
     are likely to offset other  Regulatory  Allocations  previously  made under
     Sections 10.3(e) and 10.3(f).

Section 10.5 Other Allocation Rules.

     (a)  The basis (or cost) of any Partnership  Code Section 38 property shall
          be  allocated   among  the  Partners  in   accordance   with  Treasury
          Regulations Section  1.46-3(f)(2)(i).  All Tax Credits (other than the
          investment  tax  credit)  shall be  allocated  among the  Partners  in
          accordance  with applicable  law.  Consistent with the foregoing,  the
          Partners  intend  that LIHTC will be  allocated  99.98% to the Limited
          Partner,  .01% to the Special Limited Partner and .01% collectively to
          the General Partner.

     (b)  In the event  Partnership  Code  Section 38  property  is  disposed of
          during any taxable  year,  profits for such taxable year (and,  to the
          extent such profits are insufficient,  profits for subsequent  taxable
          years) in an amount equal to the excess,  if any, of (1) the reduction
          in the adjusted tax basis (or cost) of such property  pursuant to Code
          Section 50(c), over (2) any increase in the adjusted tax basis of such
          property  pursuant to Code Section 50(c) caused by the  disposition of
          such property,  shall be excluded from the profits allocated  pursuant
          to Section  10.1  hereof  and shall  instead  be  allocated  among the
          Partners in  proportion  to their  respective  shares of such  excess,
          determined  pursuant to Section  10.3(i) and  10.3(j)  hereof.  In the
          event  more  than  one item of such  property  is  disposed  of by the
          Partnership,  the foregoing  sentence shall apply to such items in the
          order in which they are disposed of by the Partnership, so the profits
          equal to the entire  amount of such excess  with  respect to the first
          such property  disposed of shall be allocated prior to any allocations
          with respect to the second such property disposed of, and so forth.

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

Section 10.6 Tax  Allocations:  Code Section  704(c).  In  accordance  with Code
     Section 704(c) and the Treasury Regulations thereunder, Income, gain, Loss,
     and deduction  with respect to any property  contributed  to the capital of
     the  Partnership  shall,  solely for tax purposes,  be allocated  among the
     Partners so as to take account of any variation  between the adjusted basis
     of such property to the Partnership for federal income tax purposes and its
     initial Gross Asset Value (computed in accordance with this Agreement).

     In the event the Gross  Asset  Value of any  Partnership  asset is adjusted
pursuant  hereto,  subsequent  allocations of Income,  gain, Loss, and deduction
with  respect to such asset  shall take  account of any  variation  between  the
adjusted basis of such asset for federal income tax purposes and its Gross Asset
Value  in the  same  manner  as  under  Code  Section  704(c)  and the  Treasury
Regulations thereunder.

     Any elections or other decisions relating to such allocations shall be made
by the General  Partner with the Consent of the Special  Limited  Partner in any
manner that  reasonably  reflects the purpose and  intention of this  Agreement.
Allocations  pursuant to this  Section  10.6 are solely for purposes of federal,
state, and local taxes and shall not affect, or in any way be taken into account
in computing,  any Person's  Capital Account or share of Income,  Losses,  other
items, or distributions pursuant to any provision of this Agreement.

Section 10.7 Allocation Among Limited Partners and Assignees.  In the event that
     the Interest of the Limited  Partner  hereunder is at any time held by more
     than one Limited  Partner or Assignee all tax items which are  specifically
     allocated to the Limited  Partner for any month  pursuant to this Article X
     shall be  apportioned  among such  Persons  according to the ratio of their
     respective  profit-sharing  interests in the Partnership at the last day of
     such month.

Section 10.8 Allocation Among General  Partners.  In the event that the Interest
     of the  General  Partner  hereunder  is at any time  held by more  than one
     General  Partner  all tax items  which are  specifically  allocated  to the
     General  Partner  for any  month  pursuant  to  this  Article  X  shall  be
     apportioned among such Persons in such percentages as may from time to time
     be determined by agreement  among them without  amendment to this Agreement
     or  consent of the  Limited  Partner  or  Consent  of the  Special  Limited
     Partner.

Section 10.9  Modification of  Allocations.  The provisions of Articles X and XI
     and other provisions of this Agreement are intended to comply with Treasury
     Regulations  Section 1.704 and shall be interpreted and applied in a manner
     consistent with such section of the Treasury Regulations. In the event that
     the General Partner determines, in its sole discretion,  that it is prudent
     to modify the manner in which the  Capital  Accounts  of the  Partners  and
     Assignees,  or any debit or credit thereto, are computed in order to comply
     with such section of the Treasury Regulations, the General Partner may make
     such  modification,  but  only  with the  Consent  of the  Special  Limited
     Partner, to the minimum extent necessary, to effect the plan of allocations
     and Distributions  provided for elsewhere in this Agreement.  Further,  the
     General Partner shall make any appropriate  modifications,  in the event it
     appears that  unanticipated  events  (e.g.,  the existence of a Partnership
     election pursuant to Code Section 754) might otherwise cause this Agreement
     not to comply with Treasury Regulation Section 1.704.

                                   ARTICLE XI

                                  DISTRIBUTION

Section 11.1 Distribution of Net Operating Income. Net Operating Income for each
     fiscal year shall be  distributed  within  seventy-five  (75)  working days
     following each calendar year and shall be applied in the following order of
     priority:

     (a)  To pay the Reporting Fee;

     (b)  To pay the  Development  Fee in accordance  with the  Development  Fee
          Agreement;

     (c)  To pay the  Operating  Loans,  if any, as referenced in Section 6.2 of
          this Agreement;

     (d)  To pay the Partnership Administration Fee;

     (e)  To pay 50% of the remaining Net Operating  Income to Property  Manager
          as a Tax Credit Guarantee Fee; and

     (f)  The  remaining  Net  Operating  Income  shall  be paid to the  Limited
          Partner.

Section 11.2 Distribution Upon Sale or Refinancing. Provided the Distribution is
     not  determined  to be a  liquidating  distribution  pursuant  to  Treasury
     Regulation 1.704-1(b)(2)(ii)(g), funds available for distribution upon Sale
     or Refinancing shall be distributed in the following order:

     (a)  To the  payment  of the  Mortgage  Note and  other  matured  debts and
          liabilities of the Partnership, if applicable;

     (b)  To the payment of the  original  capital  contribution  of the Limited
          Partner, including 8% per annum on said contribution;

     (c)  To the  payment  of  Operating  Loans and any other  priority  debt in
          accordance  with  State law,  excluding  payment  pursuant  to Section
          11.2(c); and

     (d)  Thereafter, 91% to the Limited Partner and 9% to the General Partner.

                                   ARTICLE XII

                              TRANSFERS OF LIMITED
                      PARTNER'S INTEREST IN THE PARTNERSHIP

Section 12.1 Assignment of Limited Partner's  Interest.  The Limited Partner and
     Special  Limited Partner shall not have the right to assign all or any part
     of its interest in the  Partnership  to any other Person,  whether or not a
     Partner, except:

     (a)  By a written  instrument  in form and  substance  satisfactory  to the
          General Partner and its counsel, setting forth the name and address of
          the proposed  transferee,  the nature and extent of the Interest which
          is proposed to be transferred  and the terms and conditions upon which
          the transfer is proposed to be made, stating that the Assignee accepts
          and  agrees  to be bound by all of the terms  and  provisions  of this
          Agreement,  and providing for the payment of all  reasonable  expenses
          incurred  by the  Partnership  in  connection  with  such  assignment,
          including  but not limited to the cost of preparing  any  necessary or
          appropriate amendment to this Agreement;

     (b)  Upon consent of the General  Partner to such  assignment,  which shall
          not be unreasonably withheld; and

     (c)  Upon  receipt  by  the  General  Partner  of  an  opinion  of  counsel
          acceptable to the General Partner that such  assignment  complies with
          all applicable federal and state securities laws; and

     (d)  Upon  receipt  by  the  General  Partner  of  the  Assignee's  written
          representation that the Partnership  Interest is to be acquired by him
          for his own  account  for  long-term  investment  and not  with a view
          toward resale, fractionalization, division or distribution thereof.

     THE  LIMITED  PARTNERSHIP  INTEREST  AND THE  SPECIAL  LIMITED  PARTNERSHIP
INTEREST  DESCRIBED  HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 AS AMENDED OR UNDER ANY STATE  SECURITIES  LAW. THESE  INTERESTS MAY NOT BE
SOLD OR OTHERWISE  TRANSFERRED  UNLESS  REGISTERED UNDER APPLICABLE  FEDERAL AND
STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

Section 12.2 Effective Date of Transfer.  Any assignment of a Limited  Partner's
     Interest or Special  Limited  Partner's  Interest  pursuant to Section 12.1
     shall become  effective  as of the last day of the calendar  month in which
     the  last  of the  conditions  in  Section  12.1  to  such  assignment  are
     satisfied.

Section 12.3 Invalid  Assignment.  Any purported  assignment of an interest of a
     Limited  Partner or Special  Limited  Partner  otherwise than in accordance
     with  Section  12.1 or Section  12.6  shall be of no effect as between  the
     Partnership  and the  purported  assignee and shall be  disregarded  by the
     General Partner in making allocations and Distributions hereunder.

Section 12.4  Assignee's  Rights to Allocations and  Distributions.  An Assignee
     shall be  entitled  to receive  allocations  of  Partnership  tax items and
     Distributions from the Partnership attributable to the Partnership Interest
     acquired by reason of any permitted assignment from and after the first day
     of the calendar  month  following  the month which ends with the  effective
     date of the  transfer of such  Interest as  provided in Section  12.2.  The
     Partnership and the General Partner shall be entitled to treat the assignor
     of such Partnership Interest as the absolute owner thereof in all respects,
     and shall incur no  liability  for  allocations  of  Partnership  items and
     Distributions  made in good faith to such assignor,  until such time as the
     written instrument of assignment has been received by the Partnership.

Section 12.5  Substitution  of  Assignee as Limited  Partner or Special  Limited
     Partner.

     (a)  An Assignee  shall not have the right to become a  Substitute  Limited
          Partner or Substitute Special Limited Partner in place of his assignor
          unless the written consent of the General Partner to such substitution
          shall have been  obtained,  which  consent,  in the General  Partner's
          absolute discretion, may be withheld; except that an Assignee which is
          an Affiliate of the Limited  Partner or Special Limited  Partner,  may
          become a Substitute  Limited  Partner or  Substitute  Special  Limited
          Partner without the consent of the General Partner.

     (b)  A  nonadmitted  Assignee  of a Limited  Partner's  or Special  Limited
          Partner's  Interest in the Partnership  under an assignment  complying
          with  Section  12.1 shall only be  entitled  to receive  that share of
          allocations,  Distributions and the return of Capital  Contribution to
          which its transferor  would  otherwise be entitled with respect to the
          Interest   transferred,   and  shall  have  no  right  to  obtain  any
          information on account of the Partnership's  transactions,  to inspect
          the  Partnership's  books and  records or have any other of the rights
          and  privileges  of a Limited  Partner  or  Special  Limited  Partner,
          provided,  however,  that the  Partnership  shall,  if an Assignee and
          assignor  jointly advise the General  Partner in writing of a transfer
          of an Interest in the Partnership complying with Section 12.1, furnish
          the Assignee with pertinent tax  information at the end of each fiscal
          year of the Partnership.

     (c)  The General  Partner  may elect to treat an Assignee of a  Partnership
          interest  who  has  not  become  a  substitute  Limited  Partner  as a
          substitute Limited Partner in the place of its Assignor should it deem
          in its absolute discretion that such treatment is in the best interest
          of the Partnership.

Section 12.6  Bankruptcy  Provisions.  Notwithstanding  anything to the contrary
     contained in this  Agreement,  this Agreement  shall be deemed an executory
     contract under Section 365 of the U.S.  Bankruptcy  Code,  until all of the
     requirements of Section 9.2 of this Agreement are satisfied.

Section 12.7 Death,  Bankruptcy,  Incompetency,  etc. of a Limited Partner. Upon
     the  death,   dissolution,   adjudication   of   bankruptcy,   insanity  or
     adjudication  of  incompetency  of a Limited  Partner  or  Special  Limited
     Partner, such Partner's executors,  administrators or legal representatives
     shall have all the rights of a Limited Partner or Special Limited  Partner,
     as the case may be, for the purpose of settling or managing such  Partner's
     estate,  including  such  power as such  Partner  possessed  to assign  his
     interest as a Partner.  However,  such executors,  administrators  or legal
     representatives  will not  have the  right  to  become  Substitute  Limited
     Partners  or  substitute  Special  Limited  Partners  in the place of their
     predecessors-in-interest  unless the General Partner consents in accordance
     with Section 12.5(a).

Section 12.8  Assignment.  For the purposes of this  Article  XII,  "assign" and
     "assignment"  shall  mean  any  grant,  vesting,  conveyance,  or  transfer
     whatsoever  of  any  interest  whatsoever  (including  without  limitations
     security   interests),   whether  by  operation  of  law  or  consensually,
     gratuitously or for considerations.

                                  ARTICLE XIII

                     RESIGNATION, REMOVAL AND REPLACEMENT OF
                                 GENERAL PARTNER

Section 13.1 Resignation of General  Partner.  A General Partner may resign only
     with the prior written approval of the Limited Partner.  The Consent of the
     Limited  Partner  may be  conditioned  upon  the  agreement  of one or more
     successor  General Partners who satisfy the requirements of Section 13.3 of
     this  Agreement to be admitted as substitute  General  Partner(s).  Section
     13.2 Removal of General Partner.

     (a)  The Limited  Partner or the Special  Limited Partner may remove any or
          all of the General Partner:

          (1)  For cause if any such General Partner has:

               (A)  Been subject to an event of Bankruptcy;

               (B)  Committed any fraud, willful misconduct, breach of fiduciary
                    duty or other grossly  negligent  conduct in the performance
                    of its duties under this Agreement;

               (C)  Convicted  of,  or  entering  into a plea of  guilty  to,  a
                    felony;

               (D)  Made personal use of Partnership funds or properties;

               (E)  Violated the terms of the Mortgage  Note, and such violation
                    prompts  Mortgage  Lenders  to  issue a  default  letter  or
                    acceleration  notice to the Partnership or General  Partner,
                    except that in regard to the  Mortgage the cure period shall
                    be the  sooner  of  thirty  days or ten  days  prior  to the
                    expiration  of  the  cure  period  referenced  in  the  loan
                    documents, if any;

               (F)  Failed to provide any loan, advance, Capital Contribution or
                    any other  payment to the  Partnership  required  under this
                    Agreement;

               (G)  Failed to obtain the Consent of the Special  Limited Partner
                    prior to any decision,  act or omission under  circumstances
                    where this Agreement requires that such consent be obtained;

               (H)  Breached any representation,  warranty or covenant contained
                    in this  Agreement,  or failed to perform  any other  action
                    which may be required  by this  Agreement  and such  conduct
                    caused the Partnership to suffer an uninsurable loss;

               (I)  Violated  any  federal  or  state  tax law  which  causes  a
                    recapture of LIHTC; or

               (J)  Failed during any six-month period during the first 15 years
                    of  Project  operations  to cause at least  85% of the total
                    apartment units in the Project to qualify for LIHTC,  unless
                    such  failure is the result of Force  Majeure or unless such
                    failure  is  cured  within  120  days  after  the end of the
                    six-month period.

     (b)  Written notice of the removal for cause of a General  Partner shall be
          served by the Special Limited Partner or the Limited Partner,  or both
          of them, upon the General Partner either by certified or by registered
          mail, return receipt  requested,  or by personal service.  Such notice
          shall set forth the reasons for the removal, if any, and the date upon
          which the removal is to become effective.

     (c)  Upon receipt of such notice of removal for cause,  the General Partner
          shall cause an accounting to be prepared  covering the transactions of
          the Partnership  from the end of the previous fiscal year thorough the
          date of receipt of such  notice  and  thereafter  it shall not sell or
          dispose of  Partnership  assets in the ordinary  course of business of
          the  Partnership  or  otherwise  unless  such sale or  disposition  is
          subject to a conduct  entered into by and binding upon the Partnership
          prior to the date upon which such  notice was  received by the General
          Partner.  If  possible  the  accounting  shall  be  completed  by  the
          effective  date of the  removal and shall be in  sufficient  detail to
          accurately and fully reflect the earnings or losses for the period and
          the  financial  condition  of  the  Partnership.  The  expense  of the
          accounting shall be borne by the General Partner.

     (d)  The removal of the General  Partner for cause shall  become  effective
          upon the date set forth in the notice.  Such General Partner shall (i)
          cease  to be a  Partner  of,  or have any  further  interest  in,  the
          Partnership as of the effective date of the removal;  (ii) be entitled
          to  receive  as  its  sole   compensation  for  its  interest  in  the
          Partnership an amount equal to its Capital  Account  balance as of the
          effective  date of the  removal,  payable  upon  the  dissolution  and
          termination  of the  Partnership  after all of the Partners  have been
          distributed the positive balances in their Capital Accounts; and (iii)
          remain liable to restore any deficit balance in its Capital Account as
          of the date of its  removal as  provided  in  Section  15.3(b) of this
          Agreement.

Section 13.3 Admission of Substitute General Partner. Except as may be otherwise
     provided in this Agreement, no Person shall be admitted as an additional or
     successor  General  Partner  unless (a) such  Person  shall have  agreed to
     become a General  Partner by a written  instrument  which shall include the
     acceptance and adoption of this  Agreement;  (b) the Consent of the Special
     Limited  Partner to the  admission of such Person as a  substitute  General
     Partner,  which  consent may be withheld in the  discretion  of the Special
     Limited  Partner,  shall have been given;  and (c) such  Person  shall have
     executed and acknowledged any other  instruments  which the Special Limited
     Partner  shall  reasonably  deem  necessary  or  appropriate  to affect the
     admission of such Person as a substitute General Partner.  If the foregoing
     conditions  are satisfied,  this  Agreement  shall be amended in accordance
     with the  provisions  of the Act,  and all other steps shall be taken which
     are  reasonably  necessary  to effect  the  Withdrawal  of the  Withdrawing
     General  Partner and the  substitution  of the successor  General  Partner.
     Nothing contained herein shall reduce the Limited Partner's Interest or the
     Special Limited Partner's Interest in the Partnership.

Section 13.4 Continuing Liability.  In the event a General Partner is removed or
     otherwise withdraws from the Partnership or sells, transfers or assigns its
     entire  interest  pursuant to this Article XIII, such General Partner shall
     be, and shall remain,  liable for all obligations and liabilities  incurred
     as General  Partner prior to the effective date of such event to the extent
     the time for  performance  thereof  has  accrued  by such  date,  but shall
     otherwise  be free of any  obligation  or  liability  incurred  as  General
     Partner.

Section 13.5  Transfer of Interest.  Except as otherwise  provided  herein,  the
     General Partner may not assign,  transfer,  mortgage or sell any portion of
     its interest in the Partnership,  or enter into any agreement as the result
     of which any Person shall become interested in the Partnership, without the
     consent of the Limited  Partner.  A  transferee  of the  General  Partner's
     interest  in the  Partnership  shall not  become a General  Partner  unless
     admitted in accordance with Section 13.3.

Section 13.6 Payment to General Partner Upon Resignation, Death or Insanity.

     (a)  Upon the resignation of the General Partner  pursuant to Section 13.1,
          or the death or insanity of the General  Partner if an individual,  or
          dissolution  of the  General  Partner if a  corporation,  partnership,
          trust  or other  form of  legal  entity,  and if the  business  of the
          Partnership  is  to  be  continued  with  one  or  more  successor  or
          additional General  Partner(s),  the Partnership shall have the right,
          with the  approval of the Limited  Partner to  liquidate  such General
          Partner's Partnership Interest upon payment to such General Partner of
          the  Fair  Market  Value  of  such   Interest  as  determined  by  two
          independent  appraisers.  If the  Partnership  does not  liquidate the
          General  Partner's  Partnership  Interest  pursuant  to  the  previous
          sentence,  then the General  Partner shall retain the same Interest in
          the Income,  Losses,  Tax  Credits,  Distributions  and Capital of the
          Partnership  as it  previously  held  under this  Agreement,  but such
          Interest shall be held as a special limited  partner;  and the General
          Partner shall not be personally  liable for Partnership debts incurred
          after such General  Partner's  general partner Interest is liquidated.
          The resigning General Partner or its representative as the case may be
          shall choose one appraiser  and the  successor or  continuing  General
          Partner(s) shall choose one appraiser. If such appraisers cannot agree
          upon  the  Fair  Market  Value of the  General  Partner's  Partnership
          Interest  within 30 days after  liquidation  of the General  Partner's
          Interest,  the two  appraisers so chosen shall jointly  choose a third
          appraiser.  The Fair Market Value of the General Partner's Partnership
          Interest shall be the appraisal submitted by the third appraiser whose
          determination  shall be final and binding.  Each of the parties  shall
          compensate  its  own  appraiser  and  the  compensation  of the  third
          appraiser shall be borne equally by such parties. If the continuing or
          successor  General  Partner(s)  fail to choose an appraiser,  the Fair
          Market Value of the General  Partner's  Partnership  Interest shall be
          determined by the appraiser chosen by the resigning General Partner or
          its representative as the case may be. If the General Partner fails to
          choose an  appraiser,  the Fair Market Value of the General  Partner's
          Partnership  Interest  shall be determined by the appraiser  chosen by
          the continuing or successor General Partner(s).

     (b)  The purchase price of the General Partner's  Partnership Interest upon
          resignation, dissolution, death or insanity, as determined pursuant to
          Section 13.6(a), shall be paid by the Partnership by delivering to the
          General  Partner  or  its  representative  as  the  case  may  be  the
          Partnership's  unsecured  promissory  note bearing  interest at a rate
          which is equal to the  lesser  of 2% per  annum in  excess of the then
          prevailing  prime or reference  rate charged by Bank of America N.T. &
          S.A.,  Main Office,  San Francisco,  California,  or the maximum legal
          rate.  Said note shall be payable upon  Liquidation in accordance with
          state law priority.  The note shall also provide that the  Partnership
          may prepay all or any part thereof  without  penalty.  Notwithstanding
          the foregoing:  if such note is delivered following the resignation of
          the General  Partner  then (i) such note shall not bear  interest  and
          (ii) the principal  payable to the resigned  General  Partner shall be
          limited  in amount and date of  payment  to  Distributions  which such
          resigned  General Partner would have received under this Agreement had
          the General Partner not resigned.

                                   ARTICLE XIV

                          BOOKS AND ACCOUNTS, REPORTS,
                      TAX RETURNS, FISCAL YEAR AND BANKING

Section 14.1 Books and Accounts.

     (a)  The General  Partner shall cause the  Partnership to keep and maintain
          at its principal  executive office full and complete books and records
          which shall include each of the following:

          (1)  a  current  list of the  full  name and last  known  business  or
               residence address of each Partner set forth in alphabetical order
               together with the Capital  Contribution  and the share in profits
               and losses of each Partner;

          (2)  a  copy  of  the  Certificate  of  Limited  Partnership  and  all
               certificates of amendment thereto,  together with executed copies
               of any powers of attorney  pursuant to which any  certificate has
               been executed;

          (3)  copies of the Partnership's  federal,  state and local income tax
               information  returns and reports, if any, for the six most recent
               taxable years;

          (4)  copies  of the  original  of this  Agreement  and all  amendments
               thereto;

          (5)  financial  statements of the  Partnership for the six most recent
               fiscal years; and

          (6)  the Partnership's  books and records for at least the current and
               past three fiscal years.

     (b)  Upon the request of the Limited  Partner,  the General  Partner  shall
          promptly  deliver  to  the  Limited  Partner,  at the  expense  of the
          Partnership,   a  copy  of  the   information  set  forth  in  Section
          14.1(a)(1),(2)  or (4) above. The Limited Partner shall have the right
          upon  reasonable  request and during normal  business hours to inspect
          and copy any of the  foregoing,  or any of the other books and records
          of the  Partnership  or the  Project  at its own  expense,  and,  upon
          reasonable  request,  to obtain from the General Partner copies of the
          Partnership's  federal,  state and  local  income  tax or  information
          returns, promptly after such returns become available.

Section 14.2 Accounting Reports.

     (a)  By February 20 of each calendar year the General Partner shall provide
          to each Person who was a Limited Partner at any time during the fiscal
          year ending during that calendar  year all tax  information  necessary
          for the  preparation  of his federal and state  income tax returns and
          other tax  returns  with  regard to the  jurisdiction(s)  in which the
          Partnership is formed and in which the Project is located.

     (b)  By March 1 of each  calendar  year the General  Partner  shall send to
          each  Person who was a Limited  Partner at any time during such fiscal
          year:  (i) a  balance  sheet  as of the end of such  fiscal  year  and
          statements  of  income,  Partners,  equity and  changes  in  financial
          position of such fiscal year  prepared in  accordance  with  generally
          accepted accounting  principles and accompanied by an auditor's report
          containing an opinion of the Partnership's accountants;  (ii) a report
          (which need not be audited) of any  Distributions  made to Persons who
          were Limited  Partners at any time during the fiscal year,  separately
          identifying  Distributions  from Net  Operating  Income for the fiscal
          year,  Net  Operating  Income  for prior  years,  Sale or  Refinancing
          Proceeds and reserves;  (iii) a report setting forth the amount of all
          fees and other compensation and Distributions and reimbursed  expenses
          paid by the  Partnership for the fiscal year to the General Partner or
          Affiliates  of the  General  Partner  and the  services  performed  in
          consideration  therefor,   which  report  shall  be  verified  by  the
          Partnership's accountants, with the method of verification to include,
          at a minimum,  a review of the time records of  individual  employees,
          the  costs of whose  services  were  reimbursed,  and a review  of the
          specific  nature of the work performed by each such  employee,  all in
          accordance   with   generally   accepted   auditing   standards   and,
          accordingly,  including such tests of the accounting  records and such
          other auditing procedures as the accountants  consider  appropriate in
          the circumstances; (iv) a copy of the Project's rent roll for the most
          recent calendar quarter; (v) a statement signed by the General Partner
          indicating  the  number  of  apartment  units  which are  occupied  by
          Qualified Tenants; and (vi) a report of the significant  activities of
          the Partnership during the quarter.

     (c)  Within 60 days after the end of each fiscal quarter in which a Sale or
          Refinancing of the Project  occurs,  the General Partner shall send to
          each  Person  who was a  Limited  Partner  at the  time of the Sale or
          Refinancing a report as to the nature of the Sale or  Refinancing  and
          as to the profits and losses for tax purposes and Sale or  Refinancing
          Proceeds arising from the Sale or Refinancing.

     (d)  By  March 1 of each  calendar  year of the  Partnership,  the  General
          Partner shall provide to each person who was a Limited  Partner at any
          time  during  such  fiscal  year an  audited  report of the  Project's
          financial affairs.

Section 14.3 Other  Reports.  The  General  Partner  shall  also  provide to the
     Limited Partner:

     (a)  As the rent-up phase is completed, the tax credit worksheet similar to
          the  form  in  Exhibit  "G",  and  a  copy  of  the  initial  tenants'
          certification  forms. Upon request the General Partner will provide to
          the  Limited  Partner  the  information   collected  by  the  property
          management  company,  or  General  Partner,   verifying  the  tenant's
          eligibility  for LIHTC  purposes.  The  Limited  Partner  will ask for
          information   on   approximately   10%  of  the  tenants   unless  the
          circumstances warrant a more thorough review;

     (b)  By September 15 of each year, an estimate of LIHTC for that year;

     (c)  During the 15-year  compliance  period  under  Section 42 of the Code,
          copies of any  certifications  which the  Partnership  must furnish to
          federal or state governmental authorities administering the Tax Credit
          programs under Section 42 of the Code. The General  Partner shall also
          cause a review  of not  less  than 50% of the  tenants  by an  outside
          auditor  who will  certify  that the tenants  reviewed  are tax credit
          eligible as of the end of the fiscal year of the Partnership;

     (d)  On or before 30 days after each calendar quarter the Partnership shall
          send to the  Limited  Partner  a  report  on  operations,  in the form
          attached hereto as Exhibit "D" (which is  incorporated  herein by this
          reference)  which shall  include,  in part, a rent roll as of the last
          day of the calendar quarter;

     (e)  On or before March 15th of each  calendar  year,  the General  Partner
          shall  send to the  Limited  Partner  the  General  Partner's  updated
          financial statement as of December 31 of the previous year;

     (f)  On or before  December 30 of each calendar year,  the General  Partner
          shall send a copy of the following year's proposed Budget; and

     (g)  Notice of the occurrence,  or of the likelihood of occurrence,  of any
          event  which has had or is likely to have a  material  adverse  effect
          upon the Project or the  Partnership,  including,  but not limited to,
          any breach of any of the  representations  and warranties set forth in
          Section 9.10 of this  Agreement,  and any inability of the Partnership
          to meet its cash  obligations as they become payable,  within ten days
          after the occurrence of such event.

Section 14.4 Late Reports. If the General Partner does not cause the Partnership
     to fulfill its  obligations  under  Sections  14.2 and 14.3 within the time
     periods set forth therein, the General Partner shall pay as damages the sum
     of $100.00  per week (plus  interest)  to the  Limited  Partner  until such
     obligations shall have been fulfilled. Such damages shall be paid forthwith
     by the General  Partner,  and failure to so pay shall constitute a material
     default of the  General  Partner  hereunder.  In  addition,  if the General
     Partner shall so fail to pay, the General Partner and its Affiliates  shall
     forthwith cease to be entitled to the annual Partnership Management Fee and
     to the payment of any Net Operating Income to which the General Partner may
     otherwise be entitled  hereunder.  Such payments of the annual  Partnership
     Administration  Fee and Net Operating Income shall be suspended,  and shall
     be restored  only upon payment of such  damages in full,  and any amount of
     such damages not so paid shall be deducted  against  suspended  payments of
     the  annual  Partnership   Administration  Fee  and  Net  Operating  Income
     otherwise due to the General Partner under Section 11.1.

Section 14.5 Annual Site  Visits.  On an annual  basis a  representative  of the
     Limited  Partner,  at the Limited  Partner's  expense,  will conduct a site
     visit which will include,  in part, an examination of the grounds, a review
     of the office and files and an interview with the property manager.

Section 14.6 Tax Returns. The General Partner shall cause income tax returns for
     the  Partnership  to be  prepared  and timely  filed  with the  appropriate
     federal,  state and local taxing authorities.  The General Partner shall be
     the tax matters partner for purposes of Section 6231(a)(7) of the Code.

Section 14.7  Fiscal  Year.  The  fiscal  year of the  Partnership  shall be the
     calendar  year or such  other  period as may be  approved  by the  Internal
     Revenue Service for federal income tax purposes.

Section 14.8  Banking.  All funds of the  Partnership  shall be  deposited  in a
     separate  bank  account or accounts as shall be  determined  by the General
     Partner with the Consent of the Special  Limited  Partner.  All withdrawals
     therefrom shall be made upon checks signed by the General Partner or by any
     person  authorized  to do so by the General  Partner.  The General  Partner
     shall  provide to any Partner who requests same the name and address of the
     financial  institution,  the account number and other relevant  information
     regarding any Partnership bank account.

Section 14.9 Certificates and Elections.

     (a)  The General  Partner shall file the First Year  Certificate  within 90
          days  following the close of the taxable year during which  Completion
          of   Construction   occurs  and  thereafter   shall  timely  file  any
          certificates  which the  Partnership  must furnish to federal or state
          governmental  authorities  administering the Tax Credit programs under
          Section 42 of the Code.

     (b)  The General Partner,  with the Consent of the Special Limited Partner,
          may, but is not required to, cause the  Partnership  to make or revoke
          the election  referred to in Section 754 of the Code,  as amended,  or
          any similar provisions enacted in lieu thereof.

                                   ARTICLE XV

                      DISSOLUTION, WINDING UP, TERMINATION
                       AND LIQUIDATION OF THE PARTNERSHIP

Section 15.1 Dissolution of Partnership. The Partnership shall be dissolved upon
     the  expiration  of  its  term  or  the  earlier  occurrence  of any of the
     following events:

     (a)  The retirement,  removal, Event of Bankruptcy,  dissolution,  death or
          insanity  of the General  Partner,  unless (1) at the time there is at
          least one other  General  Partner  (which may be the  Special  Limited
          Partner  if it  elects to serve as  successor  General  Partner  under
          Section  13.4  hereof) who will  continue as General  Partner,  or (2)
          within  120 days  after the  occurrence  of any such  event all of the
          Partners elect to continue the business of the Partnership;

     (b)  The Sale of the  Project and the receipt in cash of the full amount of
          the proceeds of such Sale;

     (c)  The  written  election to do so of the Limited  Partner  upon  written
          consent of the General Partner; or

     (d)  The Partnership becomes subject to an Event of Bankruptcy.

     Notwithstanding  the foregoing,  however, in no event shall the Partnership
terminate prior to the expiration of its term if such  termination  would result
in a violation of the Mortgage or any other agreement with or rule or regulation
of and to which the Partnership is subject.

Section 15.2 Return of Capital Contribution upon Dissolution. Except as provided
     in  Sections  7.3,  7.4 and  7.6 of this  Agreement,  which  provide  for a
     reduction or refund of the Limited  Partner's  Capital  Contribution  under
     certain circumstances, and which shall represent the personal obligation of
     the General  Partner,  as well as the obligation of the  Partnership,  each
     holder of a  Partnership  interest  shall look  solely to the assets of the
     Partnership  for  all   Distributions   with  respect  to  the  Partnership
     (including  the  return of its  Capital  Contribution)  and  shall  have no
     recourse  therefor  (upon  dissolution  or  otherwise)  against the General
     Partner or any Limited  Partner.  No Partner shall have any right to demand
     or receive  property other than money upon  dissolution  and termination of
     the Partnership.

Section 15.3 Distributions of Assets. Upon a dissolution of the Partnership, the
     General Partner (or, if there is no General  Partner then  remaining,  such
     other  Person(s)  designated as the  liquidator of the  Partnership  by the
     Special  Limited Partner or by the court in a judicial  dissolution)  shall
     take full  account  of the  Partnership  assets and  liabilities  and shall
     liquidate the assets as promptly as is consistent  with  obtaining the fair
     value thereof.

     (a)  Upon  dissolution  and  termination,  after  payment  of, or  adequate
          provision for, the debts and obligations of the  Partnership  pursuant
          to Section 11.2(a) through and including 11.2(c), the remaining assets
          of the Partnership (or the proceeds of sales or other  dispositions in
          liquidation  of the  Partnership  assets,  as may be determined by the
          General  Partner  or other  liquidator)  shall be  distributed  to the
          Partners in  accordance  with the positive  balances in their  Capital
          Accounts.  In  order  to make a  final  determination  of the  Capital
          Account of each Partner.

          (1)  the  allocations  pursuant to Section  11.2(c) shall be made, but
               not distributed; and

          (2)  the Income  and Losses of the  Partnership  upon  Liquidation  or
               dissolution  and  winding  up shall then be  allocated  among the
               Partners as set forth in Section 10.2.

     (b)  In the event  that a General  Partner  has a  deficit  balance  in its
          Capital  Account  following the  Liquidation of the Partnership or its
          Interest,  as determined after taking into account all Capital Account
          adjustments  for  the   Partnership's   taxable  year  in  which  such
          liquidation  occurs, such General Partner shall pay to the Partnership
          the lesser of:

          (1)  the amount  necessary to restore such deficit  balance to zero in
               compliance      with      Treasury       Regulation       Section
               1.704-1(b)(2)(ii)(b)(3); or

          (2)  1.01% of the Capital Contributions.

          (3)  The deficit reduction amount shall be paid by the General Partner
               by the end of such  taxable  year (or,  if later,  within 90 days
               after the date of Liquidation) and shall, upon liquidation of the
               Partnership,   be  paid  to  creditors  of  the   Partnership  or
               distributed to other  Partners in accordance  with their positive
               Capital Account balances. Notwithstanding, if the Special Limited
               Partner has become  successor  General  Partner,  it shall not be
               responsible  for any deficit balance in its Capital Account which
               arose  during  the time the  former  General  Partner  served  as
               General Partner.

     (c)  With  respect  to  assets  distributed  in  kind  to the  Partners  in
          Liquidation or otherwise:

          (1)  unrealized  appreciation or unrealized depreciation in the values
               of such assets  shall be deemed to be Income and Losses  realized
               by the Partnership  immediately prior to the Liquidation or other
               Distribution event; and

          (2)  such  Income and Losses  shall be  allocated  to the  Partners in
               accordance  with  Section  10.2  hereof,   and  any  property  so
               distributed  shall be treated as a  Distribution  of an amount in
               cash  equal to the  excess of such  Fair  Market  Value  over the
               outstanding principal balance of and accrued interest on any debt
               by which the property is encumbered.

     (d)  For the  purposes of Section  15.3(c),  "unrealized  appreciation"  or
          "unrealized  depreciation"  shall mean the difference between the Fair
          Market Value of such assets, taking into account the Fair Market Value
          of the  associated  financing  but  subject to Section  7701(g) of the
          Code,  and the asset's  Gross Asset Value.  Section  15.3(c) is merely
          intended to provide a rule for allocating unrealized Income and Losses
          upon Liquidation or other Distribution event, and nothing contained in
          Section 15.3(c) or elsewhere in this Agreement is intended to treat or
          cause such  Distributions  to be treated as sales for value.  The Fair
          Market  Value of such assets  shall be  determined  by an  independent
          appraiser  to be selected by the General  Partner  with the Consent of
          the Special Limited Partner.

Section 15.4 Deferral of Liquidation.  If at the time of liquidation the General
     Partner or other  liquidator shall determine that an immediate sale of part
     or all of the  Partnership  assets could cause undue loss to the  Partners,
     the  liquidator  may, in order to avoid loss,  but only with the Consent of
     the Special Limited Partner,  either defer  Liquidation and retain all or a
     portion of the assets or  distribute  all or a portion of the assets to the
     Partners in kind.  In the event that the  liquidator  elects to  distribute
     such  assets  in kind,  the  assets  shall  first be  assigned  a value (by
     appraisal by an independent  appraiser) and the unrealized  appreciation or
     depreciation  in value of the assets shall be  allocated  to the  Partners'
     Capital Accounts,  as if such assets had been sold, in the manner described
     in Section 10.2,  and such assets shall then be distributed to the Partners
     as provided herein. In applying the preceding  sentence,  the Project shall
     not be assigned a value less than the unamortized  principal balance of any
     loan secured thereby.

Section 15.5 Liquidation Statement. Each of the Partners shall be furnished with
     a statement  prepared  or caused to be  prepared by the General  Partner or
     other  liquidator,  which shall set forth the assets and liabilities of the
     Partnership as of the date of complete  Liquidation.  Upon  compliance with
     the  distribution  plan as outlined in Sections 15.3 and 15.4,  the Limited
     Partner and Special  Limited Partner shall cease to be such and the General
     Partner shall execute, acknowledge and cause to be filed those certificates
     referenced in Section 15.6.

Section  15.6  Certificates  of  Dissolution;  Certificate  of  Cancellation  of
     Certificate of Limited Partnership.

     (a)  Upon the  dissolution of the  Partnership,  the General  Partner shall
          cause to be filed in the office of,  and on a form  prescribed  by the
          Secretary of State of the State,  a certificate  of  dissolution.  The
          certificate of dissolution shall set forth the Partnership's name, the
         Secretary of State's file number for the Partnership, the event
          causing the Partnership's dissolution and the date of the dissolution.

     (b)  Upon the  completion of the winding up of the  Partnership's  affairs,
          the General Partner shall cause to be filed in the office of, and on a
          form prescribed by, the Secretary of State of the State, a certificate
          of  cancellation  of  the  Certificate  of  Limited  Partnership.  The
          certificate of cancellation of the Certificate of Limited  Partnership
          shall set forth the Partnership's  name, the Secretary of State's file
          number  for the  Partnership,  and any  other  information  which  the
          General Partner determines to include therein.


                                   ARTICLE XVI

                                   AMENDMENTS

     This Agreement may be amended by a unanimous  consent of the Partners after
a meeting of the  Partners,  which  meeting shall be held after proper notice as
provided in Section 17.2 of this Agreement,. For purposes of this Article XVI, a
Partner  shall grant its  consent to a proposed  amendment  unless such  Partner
reasonably  determines  that the proposed  amendment is adverse to the Partner's
Interest.


                                 ARTICLE XVII

                                  MISCELLANEOUS

Section 17.1 Voting Rights.

     (a)  The  Limited  Partner  shall  have no right to vote  upon any  matters
          affecting  the  Partnership,  except as  provided  in this  Agreement.
          Notwithstanding  the foregoing,  the Limited Partner may,  without the
          concurrence of the General Partner:

          (1)  Approve,  but  not  initiate,  the  Sale  or  Refinancing  of the
               Project;

          (2)  Remove a General Partner for cause pursuant to this Agreement and
               elect a substitute General Partner;

          (3)  Approve, but not initiate, the dissolution of the Partnership; or

          (4)  Subject to the  provisions  of  Article  XVI  hereof,  amend this
               Agreement.

     (b)  On any matter where the Limited  Partner has the right to vote,  votes
          may  only be cast  at a duly  called  meeting  of the  Partnership  or
          through written action without a meeting.

     (c)  The Special  Limited  Partner shall have the right to consent to those
          actions or  inaction  of the  Partnership  and/or  General  Partner as
          otherwise  set forth in this  Agreement,  and the  General  Partner is
          prohibited  from any action or inaction  requiring such consent unless
          such consent has been obtained.

Section 17.2 Meeting of  Partnership.  Meetings of the Partnership may be called
     either:  at any time by a General  Partner;  or upon the General  Partner's
     receipt of a written or request from the Limited  Partner setting forth the
     purpose  of such  meeting.  Within ten days  after  receipt of the  Limited
     Partner's written request for a meeting,  the General Partner shall provide
     all  Partners  with  written  notice of the meeting  (which shall be at the
     principal  place of  business  of the  Partnership  or such other  location
     referenced in the notice) to be held not less than 15 days nor more than 30
     days after receipt of such written request from the Limited Partner,  which
     notice shall  specify the time and place of such meeting and the purpose or
     purposes  thereof.  If the  General  Partner  fails to provide  the written
     notice  of the  meeting  within  ten  days  after  receipt  of the  Limited
     Partner's  request to hold a meeting,  then the Limited Partner may provide
     the written  notice of the meeting to all the Partners,  which notice shall
     specify  the time and place of such  meeting  and the  purpose or  purposes
     thereof.  All meetings and actions of the Limited Partner shall be governed
     in all respects, including matters relating to notice, quorum, adjournment,
     proxies,  record  dates and actions  without a meeting,  by the  applicable
     provisions of the Act, as shall be amended from time to time.

Section 17.3 Notices.  Any notice given pursuant to this Agreement may be served
     personally  on the Partner to be  notified,  or may be mailed,  first class
     postage prepaid,  to the following  address,  or to such other address as a
     party may from time to time designate in writing:

To the General Partner: Metro City Redevelopment Coalition, Inc.
860 North Street
Baton Rouge, Louisiana 70802



To the Limited Partner: WNC Housing Tax Credit Fund VI, L.P., Series 5
c/o WNC & Associates, Inc.
3158 Redhill Ave., Suite 120
Costa Mesa, CA 92626-3416

To the Special
Limited Partner: WNC Housing, L.P.
3158 Redhill Ave., Suite 120
Costa Mesa, CA 92626-3416

Section 17.4  Successors  and  Assigns.  All the  terms and  conditions  of this
     Agreement shall be binding upon the successors and assigns of the Partners,
     but shall not inure to the  benefit of the  successors  and  assigns of the
     Partners except as otherwise expressly provided in this Agreement.

Section 17.5  Recording of Certificate  of Limited  Partnership.  If the General
     Partner should deem it advisable to do so, the Partnership  shall record in
     the office of the  County  Recorder  of the  county in which the  principal
     place of business  of the  Partnership  is located a certified  copy of the
     Certificate of Limited  Partnership,  or any amendment thereto,  after such
     Certificate  or amendment has been filed with the Secretary of State of the
     State.



Section 17.6 Amendment of Certificate of Limited Partnership.

     (a)  The General Partner shall cause to be filed,  within 30 days after the
          happening  of  any  of  the  following  events,  an  amendment  to the
          Certificate of Limited Partnership reflecting the occurrence thereof:

          (1)  A change in the name of the Partnership.

          (2)  A change in the  street  address of the  Partnership's  principal
               executive office.

          (3)  A change in the address, or the withdrawal, of a General Partner,
               or a change in the  address of the agent for  service of process,
               unless a corporate  agent is designated,  or appointment of a new
               agent for service of process.

          (4)  The admission of a General Partner and that Partner's address.

          (5)  The  discovery  by the General  Partner of any false or erroneous
               material  statement  contained  in  the  Certificate  of  Limited
               Partnership or any amendment thereto.

     (b)  The  Certificate  of  Limited  Partnership  may  also  be  amended  in
          conformity  with this  Agreement at any time in any other respect that
          the General Partner determines.

     (c)  The General Partner shall cause the Certificate of Limited Partnership
          to be amended,  when required or permitted as  aforesaid,  by filing a
          certificate  of  amendment  thereto  in the  office  of, and on a form
          prescribed by, the Secretary of State of the State. The certificate of
          amendment  shall set forth the  Partnership's  name,  the Secretary of
          State's file number for the Partnership and the text of the amendment.

Section  17.7  Counterparts.  This  Agreement  may be  executed  in one or  more
     counterparts,  each  of  which  shall  be  deemed  an  original,  and  said
     counterparts  shall  constitute but one and the same  instrument  which may
     sufficiently be evidenced by one counterpart.

Section 17.8  Captions.  Captions to and headings of the Articles,  Sections and
     subsections  of this  Agreement  are  solely  for the  conveniences  of the
     parties,  are not a part of this  Agreement,  and shall not be used for the
     interpretation  or  determination  of the validity of this Agreement or any
     provision hereof.

Section 17.9  Certain  Provisions.  If the  operation  of any  provision of this
     Agreement  would  contravene  the  provisions of  applicable  law, or would
     result in the imposition of general liability on any Limited Partner,  such
     provisions shall be void and ineffectual.

Section  17.10  Saving  Clause.  If any  provision  of  this  Agreement,  or the
     application of such provision to any Person or circumstance,  shall be held
     invalid,  the  remainder  of this  Agreement,  or the  application  of such
     provision  to Persons or  circumstances  other than those as to which it is
     held invalid, shall not be affected thereby.

Section 17.11 Number and Gender.  All pronouns and any variations  thereof shall
     be deemed to refer to the masculine,  feminine,  neuter, singular or plural
     as the identity of the Person or Persons may require.

Section  17.12  Entire   Agreement.   This  Agreement   constitutes  the  entire
     understanding between the parties with respect to the subject matter hereof
     and all prior understandings and agreements between the parties, written or
     oral, respecting this transaction are merged in this Agreement.

Section  17.13  Governing  Law.  This  Agreement  and its  application  shall be
     governed by the laws of the State.

Section 17.14 Legal  Proceedings.  Should any dispute or claim arise between the
     General  Partner  and the  Limited  Partner  during the  existence  of this
     Agreement,  the Partners  hereby  agree that any and all such  disputes and
     claims  shall be settled by  arbitration.  The  arbitration  panel shall be
     composed of three (3)  arbitrators,  one appointed by the Limited  Partner,
     one appointed by the General Partner and one appointed by mutual  agreement
     between the appointees of the General Partner and the Limited Partner.  The
     arbitration  panel shall determine the location of the arbitration  hearing
     which location shall be a mutually convenient  location of the Partners.  A
     majority  vote by the panel shall be  controlling  and its  judgment  final
     binding upon the Partners  with the full force and effect of law.  Included
     but not limited to,  attorney fee and all cost, the General Partner and the
     Limited Partner, shall bear their own cost of any arbitration proceeding or
     any proceeding brought to appeal the decision of the arbitration panel.

Section 17.15  Intervention of Spouses.  Each Partner's spouse signatory hereto,
     hereby  agree  with each  Partner  (other  than his or her  spouse and each
     Partner's  spouse  to be bound by all the  terms  and  conditions  of these
     Articles of  Partnership  as they may relate to his or her  interest in the
     Partnership  owned  by him  or her  directly  as  his or her  share  of the
     community  of gains  existing  between  himself  and herself and his or her
     spouse  of  these   Articles  or  Partnership   and,  in  particular,   the
     authorization  by his or her spouse  given the  General  Partner  contained
     herein to  borrow  funds  and  mortgage  (or  otherwise  encumber)  or sell
     Partnership  assets. Each said spouse does further agree and recognize that
     any transfer by his or her spouse of any interest in the Partnership  shall
     constitute a transfer of the entire  interest  purported to be  transferred
     and that no additional consideration for such transfer shall be required to
     be paid by him or her and that he or she shall join in such  transfer  upon
     request of any Partner, and shall not become a Partner without the approval
     of all of the  other  Partners.  This  provision  is merely  directory  and
     non-mandatory.  The General Partner in his sole discretion has the right to
     waive said intervention of spouses.

Section 17.16  Attorney's  Fees. If a suit or action is instituted in connection
     with an alleged breach of any provision of this  Agreement,  the prevailing
     party shall be entitled to recover,  in addition to costs, such sums as the
     court may adjudge  reasonable as  attorney's  fees,  including  fees on any
     appeal.

Section 17.17  Receipt of  Correspondence.  The Partners  agree that the General
     Partner shall send to the Limited  Partner and the Special  Limited Partner
     within  five days of receipt a copy of any  correspondence  relative to the
     Project's  noncompliance  with  the  Mortgage,  relative  to the  Project's
     noncompliance  with the Tax Credit  rules or  regulations,  relative to the
     acceleration  of the Mortgage  and/or  relative to the  disposition  of the
     Project.

Section 17.18  Security  Interest  and Right of  Set-Off.  As  security  for the
     performance of the respective  obligations to which it may be subject under
     this Agreement,  the Partnership shall have (and each Partner hereby grants
     to the Partnership) a security interest in all funds  distributable to said
     Partner to the extent of the amount of such  obligation.  Each Partner,  by
     the execution of this Agreement,  irrevocably constitutes and appoints each
     of the other Partners, with full power of substitution in the premises, his
     true and lawful attorney-in-fact with full power and authority in his name,
     place and stead to execute, acknowledge, deliver, swear to, file and record
     at the appropriate  public offices all financing  statements,  continuation
     statements  or other  documents  and  amendments  thereto  which such other
     Partner  deems  appropriate  to perfect or continue the  perfection  of the
     aforesaid security interest.  The appointment of each such attorney-in-fact
     shall be deemed to be a power coupled with an interest,  recognition of the
     fact that each of the Partners  under this  Agreement  will be relying upon
     its power to act as contemplated by this Agreement in any such filing,  and
     shall  survive  and shall not be  affected  by the  subsequent  bankruptcy,
     death, adjudication of incompetence or insanity, disability,  incapacity or
     dissolution  of any Person  hereby  giving the power nor by the transfer or
     assignment  of all or any part of the  interest in the  Partnership  of any
     such Person.

IN WITNESS WHEREOF,  this Amended and Restated Agreement of Limited  Partnership
of Enhance Limited Partnership, A Louisiana Limited Partnership in Commendam, is
made and entered into as of the day of ________________________________, 1999.

GENERAL PARTNER

Metro City Redevelopment Coalition, Inc.


By: _________________________________
Lawrence Triggs, Jr.,
President



WITHDRAWING ORIGINAL LIMITED PARTNER

Metro City Management, Inc.


By: _________________________________
Lawrence Triggs, Jr.,
President


LIMITED PARTNER

WNC Housing Tax Credit Fund VI, L.P., Series 5

By: WNC & Associates, Inc.,
General Partner


By: _________________________
David N. Shafer,
Senior Vice President


SPECIAL LIMITED PARTNER

WNC Housing, L.P.

By: WNC & Associates, Inc.,
General Partner

By: ___________________________
David N. Shafer,
Senior Vice President

</TEXT>
</DOCUMENT>
