Amended And Restated Agreement

Amended and Restated Agreement










                         Amended And Restated Agreement

                            Of Limited Partnership Of

                        505 West Main Limited Partnership





                                TABLE OF CONTENTS

                                                                            Page

I.       DEFINITIONS .............................................             2

         1.1      "Accountant" ...................................             2
         1.2      "Act" ..........................................             2
         1.3      "Actual Tax Credit".............................             2
         1.4      "Adjusted Capital Account Deficit" .............             2
         1.5      "Affiliate" ....................................             2
         1.6      "Agreement" or "Partnership Agreement"..........             2
         1.7      "Apartment Housing".............................             3
         1.8      "Assignee" .....................................             3
         1.9      "Bankruptcy" or "Bankrupt"......................             3
         1.10     "Break-even Operations".........................             3
         1.11     "Budget"........................................             3
         1.12     "Capital Account" ..............................             3
         1.13     "Capital Contribution" .........................             4
         1.14     "Cash Expenses".................................             4
         1.15     "Cash Receipts".................................             4
         1.16     "Code" .........................................             4
         1.17     "Completion of Construction"....................             5
         1.18     "Compliance Period".............................             5
         1.19     "Consent of the Special Limited Partner"........             5
         1.20     "Construction Budget"...........................             5
         1.21     "Construction Contract".........................             5
         1.22     "Construction Lender"...........................             5
         1.23     "Construction Loan" ............................             5
         1.24     "Contractor" ...................................             6
         1.25     "Debt Service Coverage".........................             6
         1.26     "Deferred Management Fee".......................             6
         1.27     "Developer".....................................             6
         1.28     "Development Fee" ..............................             6
         1.29     "Distributions" ................................             6
         1.30     "Fair Market Value" ............................             6
         1.31     "First Year Certificate" .......................             6
         1.32     "Force Majeure".................................             7
         1.33     "General Partner" ..............................             7
         1.34     "Gross Asset Value" ............................             7
         1.35     "Hazardous Substance"...........................             8
         1.36     "Improvements"..................................             8
         1.37     "In-Balance"....................................             8
         1.38     "Incentive Management Fee"......................             9
         1.39     "Income and Losses".............................             8
         1.40     "Inspecting Architect"..........................            10
         1.41     "Insurance" ....................................            10
         1.42     "Insurance Company" ............................            11


                                       i


         1.43     "Interest" .....................................            11
         1.44     "Involuntary Withdrawal"........................            11
         1.45     "Land Acquisition Fee"..........................            11
         1.46     "LIHTC".........................................            11
         1.47     "Limited Partner"...............................            11
         1.48     "Management Agent"..............................            11
         1.49     "Management Agreement"..........................            12
         1.50     "Minimum Set-Aside Test"........................            12
         1.51     "Mortgage" or "Mortgage Loan"...................            12
         1.52     "Net Operating Income"..........................            12
         1.53     "Nonrecourse Deductions"........................            13
         1.54     "Nonrecourse Liability".........................            13
         1.55     "Operating Deficit" ............................            13
         1.56     "Operating Deficit Guarantee Period"............            13
         1.57     "Operating Loans"...............................            13
         1.58     "Original Limited Partner" .....................            13
         1.59     "Partner(s)" ...................................            13
         1.60     "Partner Nonrecourse Debt" .....................            13
         1.61     "Partner Nonrecourse Debt Minimum Gain" ........            13
         1.62     "Partner Nonrecourse Deductions" ...............            13
         1.63     "Partnership" ..................................            13
         1.64     "Partnership Minimum Gain" .....................            13
         1.65     "Permanent Mortgage Commencement" ..............            13
         1.66     "Person" .......................................            14
         1.67     "Plans and Specifications"......................            14
         1.68     "Project Documents" ............................            14
         1.69     "Projected Annual Tax Credits" .................            14
         1.70     "Projected Tax Credits" ........................            14
         1.71     "Qualified Tenants" ............................            14
         1.72     "Rent Restriction Test" ........................            14
         1.73     "Reporting Fee".................................            15
         1.74     "Revised Projected Tax Credits".................            15
         1.75     "Sale or Refinancing"...........................            15
         1.76     "Sale or Refinancing Proceeds" .................            15
         1.77     "Special Limited Partner".......................            15
         1.78     "State" ........................................            15
         1.79     "State Tax Credit Agency" ......................            15
         1.80     "Substitute Limited Partner" ...................            15
         1.81     "Syndication Fee"...............................            15
         1.82     "Tax Credit" ...................................            15
         1.83     "Tax Credit Compliance Fee" ....................            16
         1.84     "Tax Credit Conditions".........................            16
         1.85     "Tax Credit Period".............................            16
         1.86     "Title Policy"..................................            16
         1.87     "TRA 1986" .....................................            16
         1.88     "Treasury Regulations" .........................            16
         1.89     "Withdrawing" or "Withdrawal"...................            16

II.      NAME ....................................................            17

III.     PRINCIPAL EXECUTIVE OFFICE/AGENT FOR SERVICE ............            17


                                       ii



         3.1      Principal Executive Office .....................            17
         3.2      Agent for Service of Process ...................            17

IV.      PURPOSE .................................................            17

         4.1      Purpose of the Partnership.....................             17
         4.2      Authority of the Partnership...................             17

V.       TERM ....................................................            18

VI.      GENERAL PARTNER'S CONTRIBUTIONS AND LOANS................            18

         6.1      Capital Contribution of General Partner.........            18
         6.2      Construction Obligations........................            18
         6.3      Operating Obligations...........................            19
         6.4      Other General Partner Loans.....................            19

VII.     CAPITAL CONTRIBUTIONS OF LIMITED PARTNER
         AND SPECIAL LIMITED PARTNER...............................           20

         7.1      Original Limited Partner........................            20
         7.2      Capital Contribution of Limited Partner.........            20
         7.3      Repurchase of Limited Partner's Interest........            22
         7.4      Adjustment of Limited Partner's
                  Capital Contribution............................            23
         7.5      Capital Contribution of Special Limited Partner.            25
         7.6      Return of Capital Contribution..................            26
         7.7      Liability of Limited Partner and Special
                  Limited Partner.................................            26

VIII.    WORKING CAPITAL AND RESERVES ............................            26

         8.1      Operating and Maintenance Account...............            26
         8.2      Tax and Insurance Account.......................            26
         8.3      Other Reserves..................................            27

IX.      MANAGEMENT AND CONTROL ..................................            27

         9.1      Power and Authority of General Partner .........            27
         9.2      Payments to the General Partners and Others ....            27
         9.3      Specific Powers of the General Partner .........            29
         9.4      Authority Requirements..........................            30
         9.5      Limitations on General Partner's
                  Power and Authority ............................            31
         9.6      Restrictions on Authority of General Partner....            32
         9.7      Duties of General Partner ......................            33
         9.8      Obligations to Repair and Rebuild Apartment
                  Housing.........................................            35
         9.9      Partnership Expenses ...........................            35
         9.10     General Partner Expenses .......................            36


                                      iii


         9.11     Other Business of Partners .....................            36
         9.12     Covenants, Representations and Warranties.......            36

X.       ALLOCATIONS OF INCOME, LOSSES AND CREDITS ...............            40

         10.1     General ........................................            40
         10.2     Allocations From Sale or Refinancing............            40
         10.3     Special Allocations.............................            41
         10.4     Curative Allocations............................            44
         10.5     Other Allocation Rules..........................            45
         10.6     Tax Allocations:  Code Section 704(c)...........            46
         10.7     Allocation Among Limited Partners...............            46
         10.8     Allocation Among General Partners ..............            46
         10.9     Modification of Allocations ....................            47

XI.      DISTRIBUTION ............................................            47

         11.1     Distribution of Net Operating Income ...........            47
         11.2     Distribution of Sale or Refinancing Proceeds....            47

XII.     TRANSFERS OF LIMITED PARTNER'S INTEREST
         IN THE PARTNERSHIP.......................................            48

         12.1     Assignment of Limited Partner's Interest .......            48
         12.2     Effective Date of Transfer .....................            49
         12.3     Invalid Assignment .............................            49
         12.4     Assignee's Rights to Allocations
                  and Distributions ..............................            49
         12.5     Substitution of Assignee as Limited Partner
                  or Special Limited Partner......................            49
         12.6     Death, Bankruptcy, Incompetency, etc.
          of a Limited Partner ...................................            50

XIII. WITHDRAWAL, REMOVAL AND REPLACEMENT OF GENERAL
      PARTNER ....................................................            50

         13.1     Withdrawal of General Partner ..................            50
         13.2     Removal of General Partner .....................            50
         13.3     Effects of a Withdrawal.........................            53
         13.4     Successor General Partner.......................            54
         13.5     Admission of Additional or Successor
                  General Partner ................................            55
         13.6     Transfer of Interest ...........................            55
         13.7     No Goodwill Value...............................            55

XIV.     BOOKS AND ACCOUNTS, REPORTS, TAX RETURNS,
         FISCAL YEAR AND BANKING .................................            56

         14.1     Books and Accounts .............................            56
         14.2     Accounting Reports .............................            57
         14.3     Other Reports ..................................            59


                                       iv


         14.4     Late Reports ...................................            60
         14.5     Annual Site Visits..............................            60
         14.6     Tax Returns.....................................            60
         14.7     Fiscal Year ....................................            60
         14.8     Banking ........................................            60
         14.9     Certificates and Elections .....................            60

XV.      DISSOLUTION, WINDING UP, TERMINATION AND
         LIQUIDATION OF THE PARTNERSHIP ..........................            61

         15.1     Dissolution of Partnership .....................            61
         15.2     Return of Capital Contribution upon
                  Dissolution ....................................            61
         15.3     Distributions of Assets ........................            61
         15.4     Deferral of Liquidation.........................            62
         15.5     Liquidation Statement ..........................            63
         15.6     Certificates of Dissolution; Certificate of
                  Cancellation of Certificate of Limited
                  Partnership ....................................            63

XVI.     AMENDMENTS ..............................................            63

XVII.    MISCELLANEOUS ...........................................            64

         17.1     Voting Rights ..................................            64
         17.2     Meeting of Partnership .........................            64
         17.3     Notices ........................................            65
         17.4     Successors and Assigns .........................            65
         17.5     Recording of Certificate of Limited
                  Partnership. ...................................            65
         17.6     Amendment of Certificate of Limited
                  Partnership ....................................            65
         17.7     Counterparts ...................................            66
         17.8     Captions .......................................            66
         17.9     Saving Clause...................................            66
         17.10    Certain Provisions..............................            66
         17.11    Tax Matters Partners............................            67
         17.12    Expiration of Compliance Period.................            67
         17.13    Number and Gender ..............................            68
         17.14    Entire Agreement ...............................            68
         17.15    Governing Law ..................................            69
         17.16    Attorney's Fees ................................            69
         17.17    Receipt of Correspondence ......................            69
         17.18    Security Interest and Right of Set-Off .........            69


EXHIBIT A - Legal Description...................... A-1
EXHIBIT B - Form of Legal Opinion.................. B-1  -  B-4
EXHIBIT C - Certification and Agreement............ C-1  -  C-4
EXHIBIT D - Form of Completion Certificate......... D-1
EXHIBIT E - Accountant's Certificate............... E-1


                                       v


EXHIBIT F - Contractor's Letter.....................F-1
EXHIBIT H - Report of Operations................... H-1  -  H-10


































                                       vi




                         Amended and Restated Agreement
                            Of Limited Partnership Of
                        505 West Main Limited Partnership


         This Amended and Restated Agreement Of Limited Partnership is being
entered into effective as of the date written below by and between Crane &
Fowler Investments, L.L.C. as the managing general partner ("Managing General
Partner"), WNC Holding, LLC, a limited liablity company as the limited partner
(the "Limited Partner"), WNC Housing, L.P., as the special limited partner (the
"Special Limited Partner") and Michael A. Crane as the withdrawing limited
partner (the "Original Limited Partner").

                                    RECITALS

         WHEREAS, 505 West Main Limited Partnership, a South Dakota limited
partnership (the "Partnership") filed a certificate of limited partnership with
the South Dakota Secretary of State on August 31, 1998. A Limited Partnership
Agreement dated August 28, 1998 was entered into by and between the Lewis F.
Weinberg and Weinberg Investments, Inc. as the general partners (the "Original
General Partners") and the Original Limited Partner (the "Partnership
Agreement").

         WHEREAS, on March 1, 2001, an Amended and Restated Certificate of
Limited Partnership was filed with the Office of the Secretary of State of South
Dakota in which Sioux Falls Environmental Access, inc. was added as a General
Partner.("Amended and Restated Certificate")

         WHEREAS, on May 23, 2001 the Amended and Restated Certificate was
amended and filed with the Office of the Secretary of State of South Dakota for
the withdrawal of the Original General Partners and to admit Crane & Fowler
Investments, L.L.C. and Sioux Falls Environmental Access, Inc. as the Substitute
General Partners (the "Second Amended and Restated Certificate").

         WHEREAS, the Partners desire to enter into this Agreement to provide
for, among other things, (i) the continuation of the Partnership, (ii) the
admission of the Limited Partner and the Special Limited Partner as partners of
the Partnership, (iii) the liquidation of the Withdrawing Limited Partner's
Interest in the Partnership, (iv) the payment of Capital Contributions by the
Limited Partner and the Special Limited Partner to the Partnership, (v) the
allocation of Income, Losses, Tax Credits and distributions of Net Operating
Income and other cash funds of the Partnership among the Partners, (vi) the
determination of the respective rights, obligations and interests of the
Partners to each other and to the Partnership, and (vii) certain other matters.

         WHEREAS, the Partners desire hereby to amend and restate the
Partnership Agreement.


                                       1


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

                                    ARTICLE I

                                   DEFINITIONS

     Section  1.1  "Accountant"  shall mean  Richard B. Lefor CPA, or such other
firm of  independent  certified  public  accountants  as may be engaged  for the
Partnership  by the General  Partner  with the  Consent of the  Special  Limited
Partner.  Notwithstanding  any provision of this Agreement to the contrary,  the
Special  Limited Partner shall have the discretion to dismiss the Accountant for
cause if such Accountant fails to provide, or untimely provides, or inaccurately
provides, the information required in Section 14.2 or 14.3 of this Agreement.

     Section  1.2  "Act"  shall  mean the laws of the  State  governing  limited
partnerships, as now in effect and as the same may be amended from time to time.

     Section 1.3 "Actual  Tax  Credit"  shall mean as of any point in time,  the
total amount of the LIHTC actually  allocated by the  Partnership to the Limited
Partner and not subsequently  recaptured or disallowed,  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 period,  after giving effect to the following
adjustments:

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

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

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

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


                                       2


     Section 1.6 "Agreement" or "Partnership  Agreement" shall mean this Amended
and Restated Agreement of Limited Partnership, as it may be amended from time to
time. Words such as "herein,"  "hereinafter,"  "hereof,"  "hereto," "hereby" and
"hereunder,"  when  used  with  reference  to  this  Agreement,  refers  to this
Agreement as a whole, unless the context otherwise requires.

     Section 1.7 "Apartment  Housing" shall  collectively mean the approximately
1.23 acres of land in  Vermillion,  Clay  County,  South  Dakota,  as more fully
described  in  Exhibit  "A"  attached  hereto  and  incorporated  herein by this
reference, the 40-unit apartment building thereon and Improvements.

     Section  1.8  "Assignee"  shall  mean a Person  who has  acquired  all or a
portion of the Limited  Partner's or the Special  Limited  Partner's  beneficial
interest in the Partnership and who has not been substituted in the stead of the
transferor as a Partner.

     Section  1.9  "Bankruptcy"  or  "Bankrupt"  shall  mean  the  making  of an
assignment for the benefit of creditors,  becoming a party to any liquidation or
dissolution   action  or  proceeding,   the   commencement  of  any  bankruptcy,
reorganization,  insolvency or other  proceeding  for the relief of  financially
distressed debtors, or the appointment of a receiver,  liquidator,  custodian or
trustee  and,  if any of the  same  occur  involuntarily,  the  same  not  being
dismissed,  stayed or  discharged  within 90 days;  or the entry of an order for
relief  under  Title 11 of the United  States  Code.  A Partner  shall be deemed
Bankrupt if the  Bankruptcy  of such Partner shall have occurred , be continuing
and has not been disclosed to the special limited partner.

     Section  1.10  "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.

     Section  1.11  "Budget"  shall  mean the  annual  operating  Budget  of the
Partnership as more fully described in Section 14.3 (k) of this Agreement.

     Section 1.12 "Capital  Account"  shall mean,  with respect to each Partner,
the account  maintained  for such Partner  comprised of such  Partner's  Capital
Contribution  as increased by allocations to such Partner of Partnership  Income
(or  items  thereof)  and any items in the  nature  of income or gain  which are
specially  allocated  pursuant to Section 10.3 or 10.4 hereof,  and decreased by
the amount of any Distributions made to such Partner, and allocations to such

                                       3


Partner of Partnership Losses (or items thereof) and any items in the nature of
expenses or losses which are specially allocated pursuant to Section 10.3 or
10.4 hereof. In the event of any transfer of an interest in the Partnership in
accordance with the terms of this Agreement, the transferee shall succeed to the
Capital Account of the transferor to the extent it relates to the transferred
interest. The foregoing definition and the other provisions of this Agreement
relating to the maintenance of Capital Accounts are intended to comply with
Treasury Regulation Section 1.704-1(b), as amended or any successor thereto, and
shall be interpreted and applied in a manner consistent with such Treasury
Regulation.

     Section 1.13 "Capital  Contribution"  shall mean the total amount of money,
or the Gross Asset Value of property contributed to the Partnership,  if any, by
all the  Partners or any class of Partners or any one Partner as the case may be
(or by a  predecessor-in-interest  of such Partner or Partners),  reduced by any
such capital which shall have been returned  pursuant to Section 7.3, 7.4 or 7.6
of  this  Agreement.  A loan  to  the  Partnership  by a  Partner  shall  not be
considered a Capital Contribution.

     Section 1.14 "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 the monthly
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.  Loan  interest  and
construction or renovation costs of any nature  whatsoever are not Cash Expenses
and shall not be paid from Cash Receipts, except by prior written consent of the
special  limited  partner.  The  provisions of Section 6.2 govern the payment of
construction or renovation costs and interest.

     Section  1.15 "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.


                                       4


     Section  1.16  "Code"  shall mean the  Internal  Revenue  Code of 1986,  as
amended from time to time, or any successor statute.

     Section  1.17  "Construction  and  Renovation"  shall mean any  renovation,
remodeling,  rehabilitation  or  expansion  of the  existing  40-unit  Apartment
Housing, including but not necessarily limited to the interior of the units, the
common areas of the building, the exterior of the building or the building site.

     Section 1.18  "Completion of Construction  and  Renovation"  shall mean the
date the  Partnership  receives the required  certificate  of occupancy  (or the
local  equivalent)  for  all  40  apartment  units,  or by the  issuance  of the
inspecting  architect's  certification,  in a form substantially  similar to the
form attached hereto as Exhibit "D" and  incorporated  herein by this reference,
with respect to completion of  construction  and renovation of all the apartment
units in the Apartment  Housing and related  areas.  Completion of  Construction
further means that the  construction  or  renovation  shall be completed in good
quality,  and free and  clear  of all  mechanic,  material  and  similar  liens.
Notwithstanding, Completion of Construction or Renovation shall not be deemed to
have occurred if on such date any liens or other encumbrances as to title to the
Apartment Housing exist, other than the Construction Loan.

     Section 1.19 "Compliance Period" shall mean the period set forth in Section
42 (i)(1) of the Code, as amended, or any successor statute.

     Section 1.20 "Consent of the Special Limited  Partner" shall mean the prior
written consent of the Special Limited Partner.

     Section 1.21  "Construction  and  Renovation  Budget" shall mean the agreed
upon cost of  construction  or renovation of the  Improvements,  including  soft
costs (which includes,  but is not limited to, financing charges,  market study,
Development Fee, architect fees, etc.), based upon the Plans and Specifications.
The final Construction Budget is referenced in the Development, Construction and
Operating  Budget  Agreement  entered  into by and between the Partners the even
date  hereof,  and  incorporated  herein  by this  reference.  The  Development,
Renovation,   Construction  and  Operating  Budget  Agreement  shall:  list  all
subcontractors  and material  suppliers  who will account for $10,000 or more of
the cost of  construction  or renovation of the  Improvements;  and show a trade
payment breakdown  specifying the cost of each classification of construction or
renovation requirements pursuant to the Plans and Specifications.


                                       5


     Section 1.22 "Construction  Contract" shall mean the construction  contract
dated  September  20, 2001 in the amount of  $477,399,  entered into between the
Partnership  and the  Contractor  pursuant to which the  Improvements  are being
constructed in accordance with the Plans and  Specifications.  The  Construction
Contract shall be a fixed price  agreement  (includes  materials and labor) at a
cost consistent with the Construction Budget.

        "Contractor" shall mean Developers & Associates, Inc., which is the
general construction contractor for the Apartment Housing. At or before
Completion of Construction and Renovation, the Contractor shall provide the
Partnership with a closeout binder, which shall include, but is not limited to,
all operating manuals, and all manufacturing warranty agreements. In addition,
the Contractor shall provide the Partnership a one-year warranty on all parts,
materials and work-quality.

     Section 1.24 "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)  after  Completion  of
Construction.  As example,  a 1.15 Debt  Service  Coverage  means that for every
$1.00 of debt service  required to be paid there must be $1.15 of Net  Operating
Income  available.  A worksheet for the calculation of Debt Service  Coverage is
found  in  the  Report  of  Operations   attached  hereto  as  Exhibit  "H"  and
incorporated herein by this reference.

     Section 1.25 "Deferred  Management Fee" shall have the meaning set forth in
Section 9.2(c) hereof.

     Section 1.26 "Developer" shall mean Crane & Fowler Investments L.L.C.

     Section 1.27  "Development Fee" shall mean the fee payable to the Developer
for services  incident to the  development,  renovation and  construction of the
Apartment  Housing 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 land or syndication activities.

     Section 1.28  "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.

                                       6


     Section 1.29 "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  1.30 "First Year  Certificate"  shall mean the  certificate  to be
filed by the General  Partner with the  Secretary of the Treasury as required by
Code Section 42(1)(1), as amended, or any successor thereto.

     Section 1.31 "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  or
restraint.

     Section 1.32 "General  Partner(s)"  shall mean Crane & Fowler  Investments,
L.L.C. and Sioux Falls Environmental  Access, Inc. and such other Persons as are
admitted  to the  Partnership  as  additional  or  substitute  General  Partners
pursuant to this  Agreement.  If there is more than one  General  Partner of the
Partnership, the term "General Partner" shall be deemed to collectively refer to
such Managing  General Partner or General  Partner or individually  may mean any
Managing General Partner or General Partner as the context dictates.

     Section 1.33 "Gross Asset Value" shall mean with respect to any asset,  the
asset's adjusted basis for federal income tax purposes, except as follows:

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

        (b) the Gross Asset Values of all Partnership assets shall be adjusted
to equal their respective Fair Market Values, as determined by the General
Partner, as of the following times: (1) the acquisition of an additional
Interest in the Partnership by any new or existing Partner in exchange for more
than a de minimis Capital Contribution; (2) the distribution by the Partnership
to a Partner of more than a de minimis amount of Partnership property as
consideration for an Interest in the Partnership; and (3) the liquidation of the
Partnership within the meaning of Treasury Regulations Section
1.704-1(b)(2)(ii)(g); provided, however, that the adjustments pursuant to
clauses (1) and (2) above shall be made only with the Consent of the Special
Limited Partner and only if the General Partner reasonably determines that such
adjustments are necessary or appropriate to reflect the relative economic
interests of the Partners in the Partnership;


                                       7


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

        (d) the Gross Asset Values of Partnership assets shall be increased (or
decreased) to reflect any adjustments to the adjusted basis of such assets
pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent
that such adjustments are taken into account in determining Capital Accounts
pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m) and Section
10.3(g) hereof; provided however, that Gross Asset Values shall not be adjusted
pursuant to this Section 1.33(d) to the extent the General Partner determines
that an adjustment pursuant to Section 1.33(b) hereof is necessary or
appropriate in connection with a transaction that would otherwise result in an
adjustment pursuant to this Section 1.33(d).

        If the Gross Asset Value of an asset has been determined or adjusted
pursuant to Section 1.33(a), Section 1.33(b), or Section 1.33(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 1.34  "Hazardous  Substance"  shall mean and include any substance,
material  or  waste,  including  asbestos,   petroleum  and  petroleum  products
(including crude oil), that is or becomes designated, classified or regulated as
"toxic"  or  "hazardous"  or a  "pollutant"  or  that  is or  becomes  similarly
designated,  classified  or  regulated,  under any federal,  state or local law,
regulation  or  ordinance  including,   without  limitation,   Compensation  and
Liability Act of 1980, as amended,  the Hazardous Materials  Transportation Act,
as amended,  the Resource  Conservation  and Recovery  Act, as amended,  and the
regulations adopted and publications promulgated pursuant thereto.

     Section  1.35 "HAP  Contract"  shall mean the Section 8 Housing  Assistance
Payments Contract pursuant to which housing assistance payments are made for the
benefit of  eligible  families  and  persons,  as  defined in the HAP  Contract,
occupying units in the Apartment Housing.

     Section  1.36 "HUD"  shall mean the U.S.  Department  of Housing  and Urban
Development.

     Section 1.37  "Improvements"  shall mean the one  buildings  containing  20
apartment  units and  ancillary  and  appurtenant  facilities  (including  those
intended for commercial use, if any,) being  constructed and  rehabilitated  for
families  and built in  accordance  with the  Project  Documents.  It shall also
include all furnishings, equipment and personal property used in connection with
the operation thereof.

                                       8



     Section 1.38 "In-Balance"  shall mean, on any occasion,  when the amount of
the undisbursed  Loan and the undisbursed  Capital  Contributions of the Limited
Partner and Special Limited Partner required to be paid-in through and including
the  issuance  of a  certificate  of  occupancy  (or the local  equivalent)  are
sufficient in the Special Limited  Partner's  reasonable  judgment to pay all of
the following  sums:  (a) all costs of  construction  and  renovation to achieve
Completion  of  Construction  and  Renovation;   (b)  all  costs  of  marketing,
ownership,  maintenance and leasing of the Apartment  Housing units; and (c) all
interest  and all other sums  accruing or payable  under the  Construction  Loan
documents.  In making a  determination  that the  financing is  In-Balance,  the
Special  Limited  Partner will also  consider  whether the  undisbursed  Capital
Contributions of the Limited Partner and Special Limited  Partner,  the Mortgage
and other sources of permanent financing (but not Cash Receipts) are adequate to
retire the Construction  Loan at the earlier of the time of Mortgage closing and
funding, or maturity of the Construction Loan.

     Section 1.39 "Incentive Management Fee" shall have the meaning set forth in
Section 9.2(e) hereof.

     Section  1.40  "Income and  Loss(es)"  shall mean,  for each fiscal year or
other period,  an amount equal to the  Partnership's  taxable income or loss for
such year or period, determined in accordance with Code Section 703(a) (for this
purpose,  all items of income,  gain,  loss or  deduction  required to be stated
separately  pursuant  to Code  Section  703(a)(1)  shall be  included in taxable
income or loss), with the following adjustments:

        (a) any income of the Partnership that is exempt from federal income tax
and not otherwise taken into account in computing Income or Losses pursuant to
this Section 1.40 shall be added to such taxable income or loss;

        (b) any expenditures of the Partnership described in Code Section
705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to
Regulation Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in
computing Income and Losses pursuant to this Section 1.40 shall be subtracted
from such taxable income or loss;

        (c) in the event the Gross Asset Value of any Partnership asset is
adjusted pursuant to Section 1.33(a) or (b) hereof, the amount of such
adjustment shall be taken into account as gain or loss from the disposition of
such asset for purposes of computing Income and Losses;

        (d) gain or loss resulting from any disposition of Partnership assets
with respect to which gain or loss is recognized for federal income tax 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;


                                       9


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

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

Depreciation for each fiscal year or other period shall be calculated as
follows: an amount equal to the depreciation, amortization, or other cost
recovery deduction allowable with respect to an asset for such year or other
period for federal income tax purposes, except that if the Gross Asset Value of
an asset differs from its adjusted basis for federal income tax purposes at the
beginning of such year or other period, depreciation shall be an amount which
bears the same ratio to such beginning Gross Asset Value as the federal income
tax depreciation, amortization, or other cost recovery deduction for such year
or other period bears to such beginning adjusted tax basis; provided, however,
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.

         For purposes of this Agreement, the term Income when used alone shall
include all items of income or revenue contemplated in this Section and the term
Losses when used alone shall include all items of loss or deductions
contemplated in this Section.

     Section  1.41  "Inspecting  Architect"  shall mean  ______________,  or any
successor  from  Security  National Bank thereto with the Consent of the Special
Limited Partner.  The Inspecting Architect shall make regular inspections of the
construction  site,  but at least prior to each draw  request for payment by the
contractor,  to confirm that construction and renovation of the Improvements are
in conformance with the Plans and Specifications.  The Inspecting Architect will
sign-off  on all the  draw  requests  made by the  Contractor  and  provide  the
documents specified in Section 14.3(a) of this Agreement.  The Partnership shall
budget for, and pay the cost of, the Inspecting  Architect.  If there is, at any
time,  an identity  of  interest  between  the  Partnership  and the  Inspecting
Architect,  or between the  Contractor and the  Inspecting  Architect,  then the
General  Partner  will  immediately  relieve  the  Inspecting  Architect  of any
inspecting  duties.  The General Partner shall dismiss the Inspecting  Architect
for cause if the Inspecting  Architect  fails to detect,  or fails to notify the
General  Partner and Special Limited Partner within five business days of a draw
request, that: (a) the construction and renovation budget is not In-Balance; (b)
a change order; (c) any modification to the Plans and Specifications; or (d) any
modification  to a  construction  or  renovation  line  item  from the  approved
construction and renovation budget as specified in the Development,  Renovation,
Construction and Operating Budget Agreement.

                                       10



     Section 1.42 "Insurance" shall mean:

        (a) during construction and renovation, the Partnership will provide and
maintain, or cause the Contractor to provide and maintain, builder's risk
insurance in an amount equal to 100% of the insurable value of the Apartment
Housing at the date of completion; comprehensive general liability insurance
with limits against bodily injury of not less than $1,000,000 per occurrence and
an aggregate of $2,000,000 and against property damage of not less than
$1,000,000; and worker's compensation insurance, with statutory guidelines;

        (b) during operations the Partnership will provide and maintain 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 Apartment Housing in an amount
equal to the full replacement value of the damaged property without deducting
for depreciation); and comprehensive 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;

        (c) 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;

        (d) 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;

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

        (f) hazard coverage must include inflation and building or ordinance
endorsements; and

        (g) the Contractor must also provide evidence of liability coverage
equal to $1,000,000 per occurrence with an aggregate of $2,000,000 and shall
name the Partnership as an additional insured and WNC & Associates, Inc., as
certificate holder.

     Section 1.43 "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.


                                       11


     Section  1.44  "Interest"  shall mean the entire  ownership  interest  of a
Partner in the Partnership at any particular  time,  including the right of such
Partner to any and all benefits to which a Partner may be entitled hereunder and
the obligation of such Partner to comply with the terms of this Agreement.

     Section  1.45  "Involuntary  Withdrawal"  shall  mean any  Withdrawal  of a
General  Partner  caused by death,  adjudication  of insanity  or  incompetence,
Bankruptcy, or the removal of a General Partner pursuant to Section 13.2 hereof.

     Section  1.46 "Land  Acquisition  Fee"  shall  mean the fee  payable to the
General Partner in an amount equal to $2,250 for the General Partner's  services
in locating,  negotiating  and closing on the purchase of the real property upon
which the Improvements are, or will be, erected.

     Section  1.47  "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 1.48 "Limited  Partner"  shall mean WNC Holding,  LLC, a California
limited  liability  company,  and such  other  Persons  as are  admitted  to the
Partnership  as  additional  or  Substitute  Limited  Partners  pursuant to this
Agreement.

     Section 1.49 "Management Agent" shall mean the property  management company
which oversees the property  management  functions for the Apartment Housing and
which is on-site at the Apartment Housing. The initial Management Agent shall be
Oakleaf Real Estate Management.

     Section 1.50 "Management  Agreement"  shall mean the agreement  between the
Partnership  and the  Management  Agent for property  management  services.  The
management  fee  shall  equal 6% of gross  revenues  and such  other  management
expenses as are commonly allowed by HUD for similar  assisted housing  projects.
Neither the Management  Agreement nor ancillary  agreement  shall provide for an
initial  rent-up fee, a set-up fee,  nor any other  similar  pre-management  fee
payable to the Management Agent. 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  and,  in any  event,  on any
anniversary  of the  date of  execution  of the  Management  Agreement,  without
payment or penalty for failure to renew the same.

     Section 1.51 "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 Apartment Housing to be
occupied  by  tenants  whose  incomes  are  equal to or less  than the  required
percentage of the area median gross income.

                                       12


     Section  1.52  "Mortgage"  or  "Mortgage  Loan"  shall  mean the  permanent
nonrecourse  financing wherein the Partnership promises to pay Security National
Bank,  or its  successor or assignee,  the  principal  sum of  $1,435,000,  plus
interest  on the  principal  at  8.4%  per  annum  over a term of 15  years  and
amortized  over 30 years.  Where the  context  admits,  the term  "Mortgage"  or
"Mortgage  Loan"  shall  include  any  mortgage,  deed,  deed  of  trust,  note,
regulatory  agreement,   security  agreement,   assumption  agreement  or  other
instrument  executed in  connection  with the  Mortgage  which is binding on the
Partnership;  and in case  any  Mortgage  is  replaced  or  supplemented  by any
subsequent  mortgage  or  mortgages,  the  Mortgage  shall  refer  to  any  such
subsequent  mortgage or mortgages.  The Mortgage  funds shall be used to acquire
the project.

     Section  1.53 "Net  Operating  Income"  shall mean the cash  available  for
Distribution  on an annual  basis,  when Cash  Receipts  exceed  Cash  Expenses,
subject to the HAP Contract and the requirements thereunder.

     Section 1.54  "Nonrecourse  Deductions"  shall have the meaning given it in
Treasury Regulations Section 1.704-2(b)(1).

     Section 1.55  "Nonrecourse  Liability"  shall have the meaning  given it in
Treasury Regulations Section 1.704-2(b)(3).

     Section 1.56  "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 1.57  "Operating  Deficit  Guarantee  Period" shall mean the period
commencing  the  date the  first  apartment  unit in the  Apartment  Housing  is
available  for  its  intended  use  and  ending  three  years   following  three
consecutive  months of break-even  operations.  The Operating  Deficit Guarantee
Period  will not expire  unless  the  Partnership  has  achieved  Completion  of
Construction and Renovation of the Apartment Housing.

     Section 1.58 "Operating Loans" shall mean loans made by the General Partner
to the Partnership pursuant to Article VI of this Agreement,  which loans do not
bear  interest  and  are  repayable  only  as  provided  in  Article  XI of this
Agreement.

     Section 1.59 "Original Limited Partner" shall mean Michael A. Crane.

     Section 1.60 "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 1.61 "Partner Nonrecourse Debt" shall have the meaning set forth in
Section 1.704-2(b)(4) of the Treasury Regulations.

     Section 1.62 "Partner  Nonrecourse Debt Minimum Gain" shall mean an amount,
with respect to each Partner  Nonrecourse Debt, equal to the Partnership Minimum
Gain that  would  result if such  Partner  Nonrecourse  Debt were  treated  as a
Nonrecourse  Liability,  determined in accordance with Section  1.704-2(i)(3) of
the Treasury Regulations.


                                       13


     Section 1.63 "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 1.64  "Partnership"  shall mean the limited  partnership  continued
under this Agreement.

     Section 1.65 "Partnership Minimum Gain" shall mean the amount determined in
accordance with the principles of Treasury Regulation Sections 1.704-2(b)(2) and
1.704-2(d).

     Section 1.66 "Permanent Mortgage Commencement" shall mean the first date on
which all of the following have occurred: (a) the Mortgage shall have closed and
funded and (b) amortization of the Mortgage shall have commenced.

     Section   1.67   "Person"   shall    collectively   mean   an   individual,
proprietorship, trust, estate, partnership, joint venture, association, company,
corporation or other entity.

     Section  1.68  "Plans  and  Specifications"  shall  mean  the  Contractor's
detailed  scope of work unit by unit of the  Improvements  which are approved by
the  local   city/county   building   department  with   jurisdiction  over  the
construction of the Improvements and which Plans and Specifications are referred
to in the  Construction  and Renovation  Contract.  Any changes to the Plans and
Specifications after approval by the appropriate  government building department
shall require the Consent of the Special Limited Partner.

     Section 1.69 "Project  Documents" shall mean all documents  relating to the
Construction   and  Renovation   Loan,   Mortgage  Loan,   purchase  orders  and
Construction  and  Renovation  Contract.  It shall also  include  all  documents
required by any  governmental  agency  having  jurisdiction  over the  Apartment
Housing in connection with the development,  renovation, construction, financing
and related project based rent subsidies of the Apartment Housing, including but
not limited  to, the  approved  Plans and  Specifications  for the  development,
renovation and construction of the Apartment Housing and the HAP Contract.

     Section 1.70 "Projected  Annual Tax Credits" shall mean LIHTC in the amount
of $56,877 for 2002,  $108,663  per year for each of the years 2003 through 2011
and  $51,786 for 2012 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 $1,086,850
to be available to the Partnership.


                                       14


     Section  1.71  "Projected  Tax Credits"  shall mean LIHTC in the  aggregate
amount of $1,086,850.

     Section 1.72 "Qualified Tenants" shall mean any tenants who have incomes of
60% (or such smaller  percentage as the General  Partner shall agree) or less of
the area median gross  income,  as adjusted  for family size,  so as to make the
Apartment Housing eligible for LIHTC.

     Section  1.73  "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 Apartment  Housing  cannot exceed 30% of the
qualifying  income levels of those units under Section 42 of the Code, except as
otherwise may be provided in Section 42(g)(2)(E).

     Section  1.74  "Reporting  Fee" shall have the meaning set forth in Section
9.2(d) hereof.

     Section 1.75  "Revised  Projected  Tax Credits"  shall have the meaning set
forth in Section 7.4(a) hereof.

     Section 1.76 "Sale or Refinancing" shall mean any of the following items or
transactions:  a  sale,  transfer,  exchange  or  other  disposition  of  all or
substantially  all of  the  assets  of the  Partnership,  a  condemnation  of or
casualty at the Apartment  Housing or any part thereof,  a claim against a title
insurance company,  the refinancing of any Mortgage or other indebtedness of the
Partnership and any similar item or  transaction;  provided,  however,  that the
payment of Capital  Contributions  by the Partners shall not be included  within
the meaning of the term "Sale or Refinancing."

     Section 1.77 "Sale or Refinancing Proceeds" shall mean all cash receipts of
the  Partnership  arising from a Sale or  Refinancing  (including  principal and
interest received on a debt obligation  received as consideration in whole or in
part, on a Sale or Refinancing) less the amount paid or to be paid in connection
with or as an expense  of such Sale or  Refinancing,  and with  regard to damage
recoveries or insurance or condemnation  proceeds, the amount paid or to be paid
for  repairs,  replacements  or  renewals  resulting  from  damage to or partial
condemnation of the Apartment Housing.

     Section 1.78 "Section 8" shall mean Section 8 of the United States  Housing
Act of 1937 and the regulations promulgated thereunder.

     Section 1.79  "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 1.80 "State" shall mean the State of South Dakota.

                                       15


     Section 1.81 "State Tax Credit Agency" shall mean the state agency of South
Dakota  which has the  responsibility  and  authority  to  administer  the LIHTC
program in South Dakota.

     Section  1.82  "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  1.83  "Syndication  Fee" shall mean the fee payable to the General
Partner in an amount  equal to $10,000  for the  General  Partner's  services in
forming the  Partnership,  locating and  approving  the Limited  Partner and the
Special  Limited  Partner as the investors in the  Partnership,  negotiating and
finalizing this Partnership  Agreement and for such other services referenced in
Treasury Regulation Section 1.709-2(B).

     Section 1.84 "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 1.85 "Tax Credit  Compliance Fee" shall mean the fee payable to the
General Partner in accordance with Section 9.2(f) of this Agreement.

     Section 1.86 "Tax Credit  Conditions"  shall mean,  for the duration of the
Compliance  Period,  any and all  restrictions  including,  but not  limited to,
applicable federal,  state and local laws, rules and regulations,  which must be
complied  with in  order  to  qualify  for the  LIHTC  or to  avoid  an event of
recapture in respect of the LIHTC.

     Section  1.87 "Tax  Credit  Period"  shall mean the  ten-year  time  period
referenced  in Code Section  42(f)(1)  over which the  Projected Tax Credits are
allocated to the  Partners.  It is the intent of the Partners that the Projected
Tax  Credits  will be  allocated  during the Tax Credit  Period and not a longer
term.

     Section 1.88 "Title Policy" shall mean the policy of insurance covering the
fee simple title to the Apartment Housing from a company approved by the Special
Limited  Partner.  The Title Policy shall be an ALTA owners title policy  naming
the  Partnership as an insured party,  the Limited  Partner and Special  Limited
Partner  as  an  insured  party,  and  including  the  following   endorsements:
non-imputation,  fairway,  access,  contiguity,  survey,  owner's comprehensive,
zoning,  subdivision and blanket easement, if applicable. The Title Policy shall
also insure against rights-of-way,  easements, or claims of easements, not shown
by public records.  During  construction of the  Improvements,  the Title Policy
shall be in an amount  equal to the  Construction  Loan  amount and the  Limited
Partner's Capital Contribution.  Upon Permanent Mortgage Commencement, the Title
Policy  shall be in an  amount  equal to the  Mortgage  amount  and the  Limited
Partner's Capital Contribution.

                                       16


     Section 1.89 "TRA 1986" shall mean the Tax Reform Act of 1986.

     Section 1.90 "Treasury  Regulations"  shall mean the Income Tax Regulations
promulgated under the Code, as such regulations may be amended from time to time
(including corresponding provisions of succeeding regulations).

     Section  1.91  "Withdrawing"  or  "Withdrawal"  (including  the  verb  form
"Withdraw" and the adjectival forms  "Withdrawing" and "Withdrawn")  shall mean,
as to a General Partner,  the occurrence of the death,  adjudication of insanity
or  incompetence,  Bankruptcy  of  such  Partner,  the  withdrawal,  removal  or
retirement  from the  Partnership of such Partner for any reason,  including any
sale,  pledge,  encumbering,  assignment or other transfer of all or any part of
its General Partner  Interest and those situations when a General Partner may no
longer  continue  as a General  Partner by reason of any law or  pursuant to any
terms of this Agreement.



                                   ARTICLE II

                                      NAME

         The name of the Partnership shall be "505 West Main Limited
Partnership."


                                  ARTICLE III

                  PRINCIPAL EXECUTIVE OFFICE/AGENT FOR SERVICE

         Section 3.1 Principal Executive Office. The principal executive office
of the Partnership is located at 122 South Phillips Avenue, Suite 350, Sioux
Falls, South Dakota 57104, 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 Michael A. Crane, whose address is 122
South Phillips Avenue, Suite 350, Sioux Falls, South Dakota 57104.


                                       17



                                   ARTICLE IV

                                     PURPOSE

     Section 4.1 Purpose of the  Partnership.  The purpose of the Partnership is
to acquire,  rehabilitate,  own and operate  the  Apartment  Housing 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 refinance or
sell the Apartment Housing.  The Partnership shall not engage in any business or
activity which is not incident to the attainment of such purpose.

     Section  4.2  Authority  of the  Partnership.  In order  to  carry  out its
purpose,  the Partnership is empowered and authorized to do any and all acts and
things  necessary,   appropriate,   proper,   advisable  or  incidental  to  the
furtherance and accomplishment of its purpose, and for protection and benefit of
the Partnership, including but not limited to the following:

     (a)  acquire  ownership  of the real  property  referred  to in Exhibit "A"
attached hereto;

     (b) renovate, rehabilitate, own, maintain and operate the Apartment Housing
in accordance with the Project Documents;

     (c) provide housing to Qualified Tenants,  subject to the Minimum Set-Aside
Test and the Rent  Restriction  Test and consistent with the requirements of the
Project Documents so long as any Project Documents remain in force;

     (d)  maintain  and  operate the  Apartment  Housing,  including  hiring the
Management  Agent  (which  Management  Agent  may be any of the  Partners  or an
Affiliate  thereof) and entering into any  agreement  for the  management of the
Apartment  Housing during its rent-up and after its rent-up period in accordance
with this Agreement;

     (e) enter into the Loan and Mortgage;

     (f) rent  dwelling  units in the  Apartment  Housing from time to time,  in
accordance with the provisions of the Code applicable to LIHTC and in accordance
with the HAP Contract; and

     (g) do any and all other acts and things  necessary or proper in accordance
with this Agreement.


                                       18



                                    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, 2040
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 equal to $________.

     Section 6.2 Construction and Renovation Obligations.

         (a) Crane & Fowler Investments, L.L.C. ("Guarantors") hereby guarantees
a lien free completion of construction and renovation of the Apartment Housing
on or before August 1, 2002("Completion Date") at a total development cost of
not more than $___________("Development Budget"), which includes all hard and
soft costs incident to the acquisition, development, renovation and construction
of the Apartment Housing in accordance with the Construction Budget, the
Construction Contract, and the Project Documents, except for additional
expenditures as approved by Limited Partner or Special Limited Partner. At any
time during construction and renovation, if the Special Limited Partner
ascertains that the Development Budget exceeds the sum of the Capital
Contributions and the Mortgage amount then the General Partner shall be
responsible for and shall be obligated to pay the difference thereof within
thirty days of receiving written notice from the Special Limited Partner except
as otherwise provided for in this Agreement. Any advances by the General Partner
pursuant to the previous sentence shall not be repayable, shall not change the
Interest of any Partner in the Partnership and shall be considered a guaranteed
payment to the Partnership for cost overruns. Upon such notice from the Special
Limited Partner, the General Partner shall advance the requested funds into the
Projects General Fund account.

         (b) In addition, if (1) the Improvements are not completed on or before
the Completion Date (which date may be extended in the events of Force Majeure,
but in no event longer than three months from the Completion Date); (2) prior to
completing the Improvements, the Lender sends a notice of default under the
Loan; or (3) a foreclosure action is commenced against the Partnership, then at
the Special Limited Partner's election, either the General Partner will be
removed from the Partnership and the Special Limited Partner will be admitted as
successor General Partner, all in accordance with Article XIII hereof, or the

                                       19


General Partner will repurchase the Interest of the Limited Partner and the
Special Limited Partner for an amount equal to the amounts theretofore paid by
the Limited Partner and the Special Limited Partner, and the Limited Partner and
the Special Limited Partner shall have no further Interest in the Partnership.
If the Special Limited Partner elects to have the General Partner repurchase
such Interests then the repurchase shall occur within 60 days after the General
Partner receives written demand from the Special Limited Partner. If the Special
Limited Partner elects to remove the General Partner then the provisions of
Article XIII apply.

     Section 6.3 Operating Obligations.

         (a) From the date the first apartment unit in the Apartment Housing is
available for its intended use until three consecutive months of Break-even
Operations, the General Partner will immediately provide to the Partnership the
necessary funds to pay Operating Deficits, which funds shall not be repayable,
shall not change the Interest of any Partner and shall be considered a
guaranteed payment to the Partnership for cost overruns. For the balance of the
Operating Deficit Guarantee Period the General Partner will immediately provide
Operating Loans to pay any Operating Deficits. The aggregate maximum amount of
the Operating Loan(s) the General Partner will be obligated to lend will be
equal to one year's operating expenses (including debt and reserves) approved by
the General Partner and the Special Limited Partner. Each Operating Loan shall
be nonrecourse to the Partners, and shall be repayable out of 50% of the
available Net Operating Income or Sale or Refinancing Proceeds in accordance
with Article XI of this Agreement.

         (b) In the event the General Partner is unable to obtain an extension
of the expiring HAP Contract, the General Partner will fund any operating
deficit exclusive of replacement reserves which may be required by Lender or
Special Limited Partner, as a result of lost revenue associated with the
expiration of the HAP Contract. Any funding under Section 6.3(b) of this
Agreement shall be made in the form of a note and shall accrue interest at the
same rate as the 5 year treasury note in effect at the time of the funding.

     Section 6.4 Other General Partner Loans.  After expiration of the Operating
Deficit Guarantee Period,  with the Consent of the Special Limited Partner,  the
General Partner may loan to the Partnership any sums required by the Partnership
and not  otherwise  reasonably  available to it. Any such loan shall bear market
interest (not compounded) at the 10-year Treasury money market rate in effect as
of the day of the General  Partner loan, or, if lesser,  the maximum legal rate.
The maturity date and repayment  schedule of any such loan shall be as agreed to
by the General  Partner and the Special Limited  Partner.  The terms of any such
loan shall be evidenced by a written  instrument.  The General Partner shall not
charge a prepayment  penalty on any such loan. Any loan in contravention of this
Section shall be deemed an invalid action taken by the General  Partner and such
advance will be classified as a General Partner Capital Contribution.

                                       20




                                   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.  The
Original  Limited Partner  acknowledges  that it has no further  interest in the
Partnership  as a  limited  partner  as of the date of this  Agreement,  and has
released  all  claims,  if  any,  against  the  Partnership  arising  out of its
participation as a limited partner.

     Section 7.2 Capital  Contribution of Limited  Partner.  The Limited Partner
shall make a Capital Contribution in the amount of $868,662,  as may be adjusted
in  accordance  with  Section  7.4 of this  Agreement,  in cash on the dates and
subject to the conditions hereinafter set forth.

     (a)  $735,000  shall be payable  upon the  Limited  Partner's  receipt  and
approval of the following documents:

          (1) Special Limited Partner's acquisition committee approval;

          (2) a legal opinion in a form substantially  similar to the form of
opinion attached hereto as Exhibit "B" and incorporated herein by this
reference;

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

          (4) a copy of a title commitment, (in a form and substance
satisfactory to the Special Limited Partner)  constituting an agreement by such
title company to issue the Title Policy within fifteen  working days. The title
commitment  will show the Apartment  Housing to be free from liens except the
Construction  Loan and free from other  exceptions not previously  approved by
the Special  Limited Partner;

          (5) Insurance required during construction and renovation; and

          (6) a copy of the recorded grant deed (warranty deed).

     (b)  $133,662  shall be payable  upon the  Limited  Partner's  receipt  and
approval of the following documents:


                                       21


          (1) Completion of Construction or Renovation;

          (2) a certificate of occupancy (or equivalent  evidence of local
occupancy approval if a permanent certificate is not available) on all the
apartment units in the Apartment Housing;

          (3) a completion  certification in a form substantially similar to the
form attached  hereto as Exhibit "D" and incorporated herein by this reference,
indicating  that the  Improvements  have been  completed in accordance  with the
Project Documents;

          (4) a letter from the  Contractor in a form substantially similar to
the form attached  hereto as Exhibit "F" and  incorporated herein by this
reference stating that all amounts  payable to the  Contractor  have been paid
in full and that the Partnership is not in violation of the Construction
Contract;

          (5) Insurance required during operations;

          (6) Mortgage Loan documents signed and the Mortgage funded;

          (7) endorsement  to the Title  Policy dated no more than ten days
prior to the scheduled Capital  Contribution  providing an as-built survey and
confirming that there are no liens,  claims or rights to a lien or judgments
filed against the property or the Apartment  Housing during the time period
since the issuance of the Title Policy referenced above in Section 7.2(a);

          (8) the current rent roll evidencing a minimum 90% occupancy by
Qualified Tenants for 90 consecutive days immediately prior to funding;

          (9) 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, and income
certification  forms (LIHTC  specific)  collected by the  Management  Agent,  or
General  Partner,  verifying each tenant's  eligibility  pursuant to the Minimum
Set-Aside Test;

          (10) copies of the executed lease agreement with the tenants;

          (11) a copy  of  the  declaration  of  restrictive  covenants/extended
use agreement entered into between the Partnership and the State Tax Credit
Agency;

          (12) an audited construction and renovation cost certification (which
includes an itemized cost breakdown);


                                       22


          (13) the Accountant's final Tax Credit certification in a form
substantially   similar  to  the  form  attached   hereto  as  Exhibit  "E"  and
incorporated herein by this reference;

          (14) Debt Service Coverage of 1.15 for 90 consecutive days immediately
prior to funding;

          (15) Internal Revenue Code Form 8609, or any successor form;

          (16) the construction and renovation documents required pursuant to
Section 14.3(a) of this Agreement, if not previously provided to the Limited
Partner and a determination by the Special Limited Partner that financing is
In-Balance; and

          (17) any  documents  previously  not  provided to the  Limited Partner
but required pursuant to this Section 7.2 and Sections 14.3(a) and (b).

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

     (a) cause the Apartment Housing to be placed in service by August 1, 2002;

     (b) achieve 90% occupancy of the Apartment  Housing by Qualified Tenants by
November 1, 2002;

     (c) obtain Permanent Mortgage Commencement by November 1, 2002;

     (d) 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; or

     (e) obtain a carryover allocation,  within the meaning of Section 42 of the
Code, from the State Tax Credit Agency on or before December 31, 2001.

Section 7.4 Adjustment of Capital Contributions.

     (a) The amounts of the Limited  Partner's and the Special Limited Partner's
Capital  Contributions  were  determined  in part upon the amount of Tax Credits
that were  expected to be  available  to the  Partnership,  and was based on the
assumption  that the  Partnership  would be eligible to claim, in the aggregate,
the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to
be allocated to the Limited  Partner and Special Limited Partner as evidenced by
IRS Form 8609, Schedule A thereto, provided to the Limited Partner

                                       23


and Special Limited Partner are less than $1,086,741 (the new Projected Tax
Credit amount, if applicable, shall be referred to as the "Revised Projected Tax
Credits") then the Limited Partner's and Special Limited Partner's Capital
Contribution provided for in Section 7.2 and Section 7.5 respectively shall be
adjusted by the amount which will make the total Capital Contribution to be paid
by the Limited Partner and Special Limited Partner to the Partnership equal to
70% of the Revised Projected Tax Credits so anticipated to be allocated to the
Limited Partner and Special Limited Partner. If any Capital Contribution
adjustment referenced in this Section 7.4(a) is a reduction which is greater
than the remaining Capital Contribution to be paid by the Partner whose Capital
Contribution is being adjusted, then the General Partner shall have ninety days
from the date the General Partner receives notice from either the Limited
Partner or the Special Limited Partner to pay the shortfall to the Partner whose
Capital Contribution is being adjusted. If the Capital Contribution adjustment
referenced in this Section 7.4(a) is an increase then the Partner whose Capital
Contribution is being adjusted shall have thirty days from the date the Limited
Partner and Special Limited Partner have received notice from the General
Partner to pay the increase.

         (b) The General Partner is required to use its best efforts to rent
100% of the Apartment Housing's apartment units to tenants who meet the Minimum
Set-Aside Test throughout the Compliance Period. If at the end of any calendar
year during the first five calendar years following the year in which the
Apartment Housing is placed in service, the Actual Tax Credit for any fiscal
year or portion thereof is or will be less than the Projected Annual Tax Credit,
or the Projected Annual Tax Credit as modified by Section 7.4(a) of this
Agreement if applicable (the "Annual Credit Shortfall"), then the next Capital
Contribution owed by the Limited Partner shall be reduced by the Annual Credit
Shortfall amount, and any portion of such Annual Credit Shortfall in excess of
such Capital Contribution shall be applied to reduce succeeding Capital
Contributions of the Limited Partner. If the Annual Credit Shortfall is greater
than the Limited Partner's remaining Capital Contributions then the General
Partner shall pay to the Limited Partner the excess of the Annual Credit
Shortfall over the remaining Capital Contributions. The General Partner shall
have sixty days to pay the Annual Credit Shortfall from the date the General
Partner receives notice from the Special Limited Partner. The provisions of this
Section 7.4(b) shall apply equally to the Special Limited Partner in proportion
to its Capital Contribution and anticipated annual Tax Credit.

         (c) In the event that, for any reason, at any time after the first five
calendar years following the year in which the Apartment Housing is placed in
service, there is an Annual Credit Shortfall, then there shall be a reduction in
the General Partner's share of Net Operating Income in an amount equal to the

                                       24


Annual Credit Shortfall and said amount shall be paid to the Limited Partner. In
the event there are not sufficient funds to pay the full Annual Credit Shortfall
to the Limited Partner at the time of the next Distribution of Net Operating
Income, then the unpaid Annual Credit Shortfall shall be repaid in the next year
in which sufficient monies are available from the General Partner's share of Net
Operating Income. In the event a Sale or Refinancing of the Apartment Housing
occurs prior to repayment in full of the Annual Credit Shortfall then the excess
will be paid in accordance with Section 11.2(b). The provisions of this Section
7.4(b) shall apply equally to the Special Limited Partner in proportion to its
Capital Contribution and anticipated annual Tax Credit.

         (d) The General Partner has represented, in part, that the Limited
Partner will receive Projected Annual Tax Credits of $56,877 in 2002 and
$108,663 in 2003. In the event the 2002 or 2003 Actual Tax Credits are less than
projected then the Limited Partner's Capital Contribution shall be reduced by an
amount equal to 70% times the difference between the Projected Annual Tax
Credits for 2002 or 2003 and the Actual Tax Credits for 2002 or 2003. If the
2002 or 2003 Actual Tax Credits are less than projected then the Special Limited
Partner's Capital Contribution shall be reduced following the same equation
referenced in the preceding sentence. If, at the time of determination thereof,
the Capital Contribution adjustment referenced in this Section 7.4(d) is greater
than the balance of the Limited Partner's or Special Limited Partner's Capital
Contribution payment which is then due, if any, then the excess amount shall be
paid by the General Partner to the Limited Partner and/or the Special Limited
Partner within sixty days of the General Partner receiving notice of the
reduction from the Limited Partner and/or the Special Limited Partner.

         (e) The Partners recognize and acknowledge that the Limited Partner and
the Special Limited Partner are making their Capital Contribution, in part, on
the expectation that the Projected Tax Credits are allocated to the Partners
over the Tax Credit Period. If the Projected Tax Credits are not allocated to
the Partners during the Tax Credit Period then the Limited Partner's and Special
Limited Partner's Capital Contribution shall be reduced by an amount agreed upon
by the Partners, in good faith, to provide the Limited Partner and the Special
Limited Partner with their anticipated internal rate of return.

         (f) In the event there is: (1) a filing of a tax return by the
Partnership evidencing a reduction in the qualified basis or eligible basis of
the Apartment Housing causing a recapture of Tax Credits previously allocated to
the Limited Partner; (2) a reduction in the qualified basis or eligible basis of
the Apartment Housing for income tax purposes following an audit by the Internal
Revenue Service (IRS) resulting in a recapture or reduction 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 Apartment Housing, 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

                                       25


decision of a court affirming such decision upon such appeal then, in addition
to any other payments to which the Limited Partner and/or the 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 within sixty
days of receiving notice from the Limited Partner and/or the Special Limited
Partner the sum of (A) the amount of the Tax Credit recapture, (B) any interest
and penalties imposed on the Limited Partner or Special Limited Partner with
respect to such recapture, 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).

         (g) The increase in the Capital Contribution of the Limited Partner and
the Special Limited Partner pursuant to Section 7.4(a) shall be subject to the
Limited Partner and Special Limited Partner having funds available to pay any
such increase at the time of its notification of such increase. For these
purposes, any funds theretofore previously earmarked by the Limited Partner or
Special Limited Partner to make other investments, or to be held as required
reserves, shall not be considered available for payment hereunder.

         Section 7.5 Capital Contribution of Special Limited Partner. The
Special Limited Partner shall make a Capital Contribution of $76 at the time of
the Limited Partner's Capital Contribution payment referenced in Section 7.2(a)
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, with the Consent of
the Special Limited Partner, determine that such cash should, in whole or in
part, be returned to the Partners, pro rata, in reduction of their Capital
Contribution. No such return shall be made unless all liabilities of the
Partnership (except those to Partners on account of amounts credited to them
pursuant to this Agreement) have been paid or there remain assets of the
Partnership sufficient, in the sole discretion of the General Partner, to pay
such liabilities. The Partnership acknowledges that the Project is subject to
the limitations and restrictions imposed by the HAP Contract, including the
annual limited dividend and disposition of Residual Receipts.

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


                                       26


                                  ARTICLE VIII

                          WORKING CAPITAL AND RESERVES

         Section 8.1 Operating and Maintenance Account. The General Partner, on
behalf of the Partnership, shall establish an operating and maintenance account
and shall deposit thereinto an annual amount equal to $200 per residential unit
per year, or such greater sum as may be required by HUD, 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, subject
the restrictions stated in the Project's HAP Contract.

         Section 8.2 Tax and Insurance Account. The General Partner, on behalf
of the Partnership, shall establish a tax and insurance account ("T & I
Account") for the purpose of making the requisite Insurance premium payments and
the real estate tax payments. The annual deposit to the T & I Account shall
equal the total annual Insurance payment and the total annual real estate tax
payment. Said amount shall be deposited monthly in equal installments.
Withdrawals from such account shall be made only for its intended purpose. 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 8.3 Other Reserves. The General Partner, on behalf of the
Partnership, may establish out of funds available to the Partnership a reserve
account sufficient in its sole discretion to pay any unforeseen contingencies
which might arise in connection with the furtherance of the Partnership business
including, but not limited to, (a) any rent subsidy required to maintain rent
levels in compliance with the Tax Credit Conditions; and (b) any 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.




                                       27


                                   ARTICLE IX

                             MANAGEMENT AND CONTROL

         Section 9.1 Power and Authority of General Partner. Subject to the
Consent of the Special Limited Partner or the consent of the Limited Partner
where required by this Agreement, HUD pursuant to the project's HAP Contract and
the other limitations and restrictions included in this Agreement, the General
Partner shall have complete and exclusive control over the management of the
Partnership business and affairs, and shall have the right, power and authority,
on behalf of the Partnership, and in its name, to exercise all of the rights,
powers and authority of a partner of a partnership without limited partners. The
General Partners hereby appoint Crane & Fowler Investments, L.L.C. as Managing
General Partner and to act as the Tax Matters General Partner. All acts,
decisions or consents of the General Partners shall require a simple majority
vote of the General Partners. No Limited Partner or Special Limited Partner
(except one who may also be a General Partner, and then only in its capacity as
General Partner within the scope of its authority hereunder) shall have any
right to be active in the management of the Partnership's business or
investments or to exercise any control thereover, nor have the right to bind the
Partnership in any contract, agreement, promise or undertaking, or to act in any
way whatsoever with respect to the control or conduct of the business of the
Partnership, except as otherwise specifically provided in this Agreement.

     Section 9.2 Payments to the General Partners and Others.


         (a) The Partnership shall pay to the Developer a Development Fee in the
amount of $200,000 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 for
development and renovation costs including, but not limited to, land costs, Land
Acquisition Fee, acquisition cost of existing building, architectural fees,
survey and engineering costs, financing costs, loan fees, Syndication Fee,
building materials and labor. If any Capital Contribution proceeds are remaining
after Completion of Construction and Renovation and all acquisition,
development, renovation and 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; second be paid to the General Partner as a
reduction of the General Partner's Capital Contribution; and any remaining
Capital Contribution proceeds shall be paid to the General Partner as a
Partnership oversight fee.


                                       28


         (c) The Partnership shall pay to the Management Agent a property
management fee for the leasing and management of the Apartment Housing in an
amount in accordance with the Management Agreement, subject to receiving prior
written consent from HUD. The term of the Management Agreement shall not exceed
one year, and the execution or renewal of any Management Agreement shall be
subject to the prior Consent of the Special Limited Partner and HUD, if
applicable. If the Management Agent is an Affiliate of the General Partner then
commencing with the termination of the Operating Deficit Guarantee Period, in
any year in which the Apartment Housing has an Operating Deficit, 40% of the
management fee will be deferred ("Deferred Management Fee") Deferred Management
Fees, if any, shall be paid to the Management Agent in accordance with Section
11.1 of this Agreement.

                  (1) The General Partner shall dismiss the Management Agent at
the request of the Special Limited Partner as the entity responsible for
management of the Apartment Housing under the terms of the Management Agreement.

                  (2) The appointment of any successor Management Agent is
subject to the Consent of the Special Limited Partner and HUD, which may only be
sought after the General Partner has provided the Special Limited Partner and
HUD with accurate and complete disclosure respecting the proposed Management
Agent.

         (d) The Partnership shall pay to the Limited Partner a Reporting Fee
commencing in 2002 equal to 15% of the Net Operating Income but in no event more
than $1,500 for the Limited Partner's services in 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; provided,
however, that if in any year Net Operating Income is insufficient to pay the
lesser of 15% or the full $1,500, the unpaid portion thereof shall accrue and be
payable on a cumulative basis in the first year in which there is sufficient Net
Operating Income, as provided in Section 11.1, or sufficient Sale or Refinancing
Proceeds, as provided in Section 11.2.

         (e) The Partnership shall pay to the General Partner through the
Compliance Period an annual Incentive Management Fee equal to 35% of net cash
flow commencing in 2002 for overseeing the marketing, lease-up and continued
occupancy of the Partnership's apartment units, obtaining and monitoring the
Mortgage Loan, 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 Apartment
Housing and the Partnership, all as required by Article XIV of this Agreement.
The Partners acknowledge that the Incentive Management Fee is being paid as an

                                       29


inducement to the General Partner to operate the Partnership efficiently, to
maximize occupancy and to increase the Net Operating Income. The Incentive
Management Fee shall be payable from Net Operating Income in the manner and
priority set forth in Section 11.1 of this Agreement upon completion and
delivery of the annual audit pursuant to Section 14.2(a) of this Agreement. If
the Incentive Management Fee is not paid in any year it shall not accrue for
payment in subsequent years.

         (f) The Partnership shall pay to the General Partner through the
Compliance Period an annual Tax Credit Compliance Fee equal to 35% of net cash
flow commencing in 2002 for the services of the General Partner in ensuring
compliance by the Partnership and the Apartment Housing with all Tax Credit
rules and regulations. The Tax Credit Compliance Fee shall be payable from Net
Operating Income in the manner and priority set forth in Section 11.1 of this
Agreement upon completion and delivery of the annual audit pursuant to Section
14.2(a) of this Agreement. If the Tax Credit Compliance Fee is not paid in any
year it shall not accrue for payment in subsequent years.


     Section 9.3 Specific  Powers of the General  Partner.  Subject to the other
provisions of this Agreement, the General Partner, in the Partnership's name and
on its behalf, may:

         (a) employ, contract and otherwise deal with, from time to time,
Persons whose services are necessary or appropriate in connection with
management and operation of the Partnership business, including, without
limitation, contractors, agents, brokers, Accountants and Management Agents
(provided that the selection of any Accountant or Management Agent has received
the Consent of the Special Limited Partner and HUD where applicable) and
attorneys, on such terms as the General Partner shall determine within the scope
of this Agreement;

         (b) 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;

         (c) deposit, withdraw, invest, pay, retain and distribute the
Partnership's funds in a manner consistent with the provisions of this
Agreement, subject to the obligations and limitations imposed by the HAP
Contract;

         (d) execute the Mortgage; and

         (e) execute, acknowledge and deliver any and all instruments to
effectuate any of the foregoing.

     Section 9.4  Authority  Requirements.  During the  Compliance  Period,  the
following provisions shall apply.


                                       30


     (a) Each of the provisions of this  Agreement  shall be subject to, and the
General Partner  covenants to act in accordance with, the Tax Credit  Conditions
and all applicable federal, state and local laws and regulations.

     (b) The Tax Credit Conditions and all such laws and regulations, as amended
or supplemented,  shall govern the rights and obligations of the Partners, their
heirs, executors, administrators,  successor and assigns, and they shall control
as to any terms in this Agreement which are inconsistent therewith, and any such
inconsistent terms of this Agreement shall be unenforceable by or against any of
the Partners.

     (c)  Upon  any  dissolution  of  the  Partnership  or any  transfer  of the
Apartment  Housing,  no  title or right to the  possession  and  control  of the
Apartment  Housing  and no right to  collect  rent  therefrom  shall pass to any
Person who is not, or does not become,  bound by the Tax Credit  Conditions in a
manner  that,  in the  opinion  of  counsel to the  Partnership,  would  avoid a
recapture of Tax Credits thereof on the part of the former owners.

     (d) Any  conveyance  or  transfer  of  title to all or any  portion  of the
Apartment  Housing  required  or  permitted  under this  Agreement  shall in all
respects be subject to the Tax Credit  Conditions and all conditions,  approvals
or other  requirements of the rules and regulations of any authority  applicable
thereto.

     Section  9.5   Limitations  on  General   Partner's  Power  and  Authority.
Notwithstanding the provisions of this Article IX, the General Partner shall
not:

     (a)  except as  required  by  Section  9.4,  act in  contravention  of this
Agreement;

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

     (c) confess a judgment against the Partnership;

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

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

     (f) admit a Person as a Limited  Partner or Special  Limited Partner except
as provided in this Agreement;

     (g) violate any provision of the Mortgage;


                                       31


     (h)  cause the  Apartment  Housing  apartment  units to be rented to anyone
other than Qualified Tenants;

     (i) violate the Minimum Set-Aside Test or the Rent Restriction Test for the
Apartment Housing;

     (j) cause any recapture of the Tax Credits;

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

     (l) commingle funds of the Partnership with the funds of another Person; or

     (m) take any action  which  requires  the  Consent of the  Special  Limited
Partner or the consent of the  Limited  Partner  unless the General  Partner has
received said Consent.

     Section 9.6  Restrictions  on  Authority  of General  Partner.  Without the
Consent of the Special Limited Partner the General Partner shall not:

     (a) sell,  exchange,  lease  (except in the normal  course of  business  to
Qualified Tenants) or otherwise dispose of the Apartment Housing;

     (b) incur indebtedness other than the Construction Loan and Mortgage in the
name of the Partnership;

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

     (d) contract  away the fiduciary  duty owed to the Limited  Partner and the
Special Limited Partner at common law;

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

     (f) make any expenditure of funds, or commit to make any such  expenditure,
other than in response  to an  emergency,  except as provided  for in the annual
budget approved by the Special Limited Partner,  as provided in Section 14.3 (k)
hereof;


                                       32


     (g) cause the merger or other reorganization of the Partnership;

     (h) dissolve the Partnership;

     (i) acquire any real or  personal  property  (tangible  or  intangible)  in
addition to the  Apartment  Housing the  aggregate  value of which shall  exceed
$10,000 (other than easement or similar rights  necessary or appropriate for the
operation of the Apartment Housing);

     (j) become  personally  liable  on or in  respect  of, or  guarantee,  the
Mortgage or any other indebtedness of the
Partnership;

     (k) pay any salary,  fees or other compensation to a General Partner or any
Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or
specifically provided for in this Agreement;

     (l)  terminate  the  services  of  the  Accountant,  Inspecting  Architect,
Contractor or Management  Agent, or terminate,  amend or modify the Construction
Contract or any other Project Document,  or grant any material waiver or consent
thereunder;

     (m) cause the Partnership to redeem or repurchase all or any portion of the
Interest of a Partner;

     (n) cause the  Partnership to convert the Apartment  Housing to cooperative
or condominium ownership;

     (o) cause or permit the Partnership to make loans to the General Partner or
any Affiliate;

     (p) bring or defend, pay, collect,  compromise,  arbitrate, resort to legal
action or otherwise adjust claims or demands of or against the Partnership; or

     (q) agree or consent to any changes in the Plans and Specifications, to any
change  orders,  or to any of  the  terms  and  provisions  of the  Construction
Contract.

     Section 9.7 Duties of General  Partner.  The General Partner agrees that it
shall at all times:

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

     (b) file and  publish all  certificates,  statements  or other  instruments
required by law for the formation and operation of the  Partnership as a limited
partnership in all appropriate jurisdictions;


                                       33


     (c) cause the Partnership to carry Insurance from an Insurance Company;

     (d) have a  fiduciary  responsibility  for the  safekeeping  and use of all
funds and assets of the Partnership,  whether or not in its immediate possession
or control  and not employ or permit  another to employ  such funds or assets in
any manner except for the benefit of the Partnership;

     (e) use its best  efforts so that all  requirements  shall be met which are
reasonably  necessary  to obtain or  achieve  (1)  compliance  with the  Minimum
Set-Aside Test, the Rent Restriction Test, and any other requirements  necessary
for the Apartment Housing to initially qualify,  and to continue to qualify, for
LIHTC and Section 8 project  based  assistance;  (2)  issuance of all  necessary
certificates  of occupancy,  including all  governmental  approvals  required to
permit  occupancy of all of the apartment  units in the Apartment  Housing;  (3)
compliance  with all  provisions of the Project  Documents and (4) a reservation
and allocation of LIHTC from the State Tax Credit Agency;

     (f) make inspections of the Apartment Housing and assure that the Apartment
Housing is in decent,  safe,  sanitary  and good  condition,  repair and working
order, ordinary use and obsolescence excepted, and make or cause to be made from
time to time all necessary  repairs thereto  (including  external and structural
repairs) and renewals and replacements thereof;

     (g) pay,  before  the same shall  become  delinquent  and before  penalties
accrue thereon all Partnership taxes, assessments and other governmental charges
against the  Partnership or its  properties,  and all of its other  liabilities,
except to the extent and so long as the same are being  contested  in good faith
by appropriate  proceedings in such manners as not to cause any material adverse
effect  on  the  Partnership's   property,   financial   condition  or  business
operations, with adequate reserves provided for such payments;

     (h) permit,  and cause the Management Agent to permit,  the Special Limited
Partner and its representatives: (1) to have access to the Apartment Housing and
personnel  employed by the Partnership and by the Management  Agent at all times
during  normal  business  hours  after  reasonable  notice;  (2) to examine  all
agreements, LIHTC compliance data and Plans and Specifications;  and (3) to make
copies thereof;

     (i) exercise  good faith in all  activities  relating to the conduct of the
business  of  the  Partnership,   including  the   development,   operation  and
maintenance of the Apartment  Housing,  and shall take no action with respect to
the business and property of the Partnership which is not reasonably  related to
the achievement of the purpose of the Partnership;


                                       34


     (j) make any Capital  Contributions,  advances or loans required to be made
by the General Partner under the terms of this Agreement;

     (k)  establish  and maintain all reserves  required to be  established  and
maintained under the terms of this Agreement;

     (l) cause the  Management  Agent to manage the Apartment  Housing in such a
manner that the Apartment Housing will be eligible to receive LIHTC with respect
to 100% of the  apartment  units in the  Apartment  Housing.  To that  end,  the
General Partner agrees, without limitation:  (1) to make all elections requested
by the  Special  Limited  Partner  under  Section  42 of the Code to  allow  the
Partnership or its Partners to claim the Tax Credit;  (2) to file Form 8609 with
respect to the Apartment  Housing as required,  for at least the duration of the
Compliance Period; (3) to operate the Apartment Housing and cause the Management
Agent to manage the Apartment  Housing so as to comply with the  requirements of
Section 42 of the Code and Section 8 project based  assistance,  as amended,  or
any successor thereto,  including, but not limited to, Section 42(g) and Section
42(i)(3) of the Code, as amended,  or any  successors  thereto;  (4) to make all
certifications  required  by  Section  42(l) of the  Code,  as  amended,  or any
successor thereto; (5) to operate the Apartment Housing and cause the Management
Agent to manage the Apartment  Housing so as to comply with all other Tax Credit
Conditions and Section 8 requirements;  and (6) General Partner will pay for the
review of the initial  tenant  files by a third  party,  approved by the Special
Limited Partner, to ensure compliance with Section 42 Guidelines; and

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

     Section 9.8 Obligations to Repair and Rebuild Apartment  Housing.  With the
approval of any lender,  if such approval is required,  any  Insurance  proceeds
received  by the  Partnership  due to  fire  or  other  casualty  affecting  the
Apartment  Housing will be utilized to repair and rebuild the Apartment  Housing
in satisfaction of the conditions  contained in Section 42(j)(4) of the Code and
to the extent required by any lender.  Any such proceeds  received in respect of
such event  occurring  after the  Compliance  Period shall be so utilized or, if
permitted by the Project  Documents and with the Consent of the Special  Limited
Partner, shall be treated as Sale or Refinancing Proceeds.

     Section 9.9 Partnership Expenses.

     (a) All of the Partnership's  expenses shall be billed directly to and paid
by the  Partnership  to the extent  practicable.  Reimbursements  to the General
Partner, or any of its Affiliates,  by the Partnership shall be allowed only for
the  Partnership's  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

                                       35


herein.  For 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:

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

          (2) no such reimbursement shall be made for (A) rent or depreciation,
utilities,  capital  equipment  or  other  such  administrative  items,  and (B)
salaries,  fringe  benefits,  travel  expenses  and other  administrative  items
incurred or allocated to any "controlling  person" of the General Partner or any
Affiliate of the General  Partner.  For the purposes of this Section  9.9(b)(2),
"controlling  person"  includes,  but is not  limited  to, any  Person,  however
titled,  who performs  functions for the General Partner or any Affiliate of the
General  Partner  similar  to those of: (i)  chairman  or member of the board of
directors;  (ii)  executive  management,  such as president,  vice  president or
senior  vice  president,   corporate   secretary  or  treasurer;   (iii)  senior
management,  such as the vice  president  of an  operating  division who reports
directly  to  executive  management;  or (iv) those  holding  5% or more  equity
interest in such General Partner or any such Affiliate of the General Partner or
a person  having  the power to direct or cause  the  direction  of such  General
Partner or any such  Affiliate  of the  General  Partner,  whether  through  the
ownership of voting securities, by contract or otherwise.

     Section 9.10 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 9.9 and all expenses which are unrelated to
the business of the Partnership.

     Section  9.11  Other   Business  of   Partners.   Any  Partner  may  engage
independently or with others in other business  ventures wholly unrelated to the
Partnership  business  of  every  nature  and  description,  including,  without
limitation, the acquisition, development, construction, operation and management

                                       36


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 Apartment Housing. Neither the Partnership nor any
Partner  shall  have any right by virtue of this  Agreement  or the  partnership
relationship created hereby in or to such other ventures or activities or to the
income or  proceeds  derived  therefrom.  Conversely,  no Person  shall have any
rights to  Partnership  assets,  incomes  or  proceeds  by virtue of such  other
ventures or activities of any Partner.

         Section 9.12 Covenants, Representations and Warranties. The General
Partner covenants, represents and warrants that the following are presently
true, will be true at the time of each Capital Contribution payment made by the
Limited Partner 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 are in
breach or violation of any provisions thereof.

         (c) Improvements will be completed in a timely and workerlike manner in
accordance with all applicable requirements of all appropriate governmental
entities and the Plans and Specifications of the Apartment Housing.

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

         (e) All conditions to the funding of the Construction and Renovation
Loan have been met.

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

         (g) The Partnership is in compliance with all construction and use
codes applicable to the Apartment Housing and is not in violation of any zoning,
environmental or similar regulations applicable to the Apartment Housing.


                                       37


         (h) All appropriate public utilities, including sanitary and storm
sewers, water, gas and electricity, are currently available and will be
operating properly for all units in the Apartment Housing at the time of first
occupancy and throughout the term of the Partnership.

         (i) All roads necessary for the full utilization of the Improvements
have been completed and the necessary rights of way have been acquired and will
be maintained by the Partnership.

         (j) The Partnership has obtained Insurance written by an Insurance
Company.

         (k) The Partnership owns the fee simple interest in the Apartment
Housing.

         (l) The Construction and Renovation Contract has been entered into
between the Partnership and the Contractor; no other consideration or fee shall
be paid to the Contractor other than amounts set forth in the Construction and
Renovation Contract, unless authorized in writing by the Special Limited
Partner.

         (m) The General Partner will require the Accountant to depreciate
Partnership items in accordance with Exhibit "G" attached hereto and
incorporated herein by this reference.

         (n) 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 Apartment Housing and (2) no aboveground or
underground storage tanks are now or have ever been located on or under the
Apartment Housing. The General Partner will not install or allow to be installed
any aboveground or underground storage tanks on the Apartment Housing. The
General Partner covenants that the Apartment Housing shall be kept free of
Hazardous Substance and shall not be used to generate, manufacture, refine,
transport, treat, store, handle, dispose of, transfer, produce or process
Hazardous Substance, except in connection with the normal maintenance and
operation of any portion of the Apartment Housing. 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
Substance and shall keep, or cause to be kept, the Apartment Housing free and
clear of any liens imposed pursuant to such laws, ordinances, rules and
regulations. The General Partner must promptly notify the Limited Partner and
the Special Limited Partner in writing (3) if it knows, or suspects or believes
there may be any Hazardous Substance in or around any part of the Apartment
Housing, any Improvements constructed on the Apartment Housing, 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 Apartment Housing.


                                       38


         (o) The General Partner has not executed and will not execute any
agreements with provisions contradictory to, or in opposition to, the provisions
of this Agreement, except as may be required by the project's HAP Contract.

         (p) The Partnership will allocate to the Limited Partner the Projected
Annual Tax Credits,  or the Revised  Projected Tax Credits, if applicable.

         (q) No charges, liens or encumbrances exist with respect to the
Apartment Housing other than those which are created or permitted by the Project
Documents, HAP Contract or Mortgage or are noted or excepted in the Title
Policy.

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

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

         (t) The General Partner has lent or otherwise advanced funds to the
Partnership other than its Capital Contribution, or Operating Deficit Loan, if
applicable, and the Partnership has no unsatisfied obligation to make any
payments of any kind to the General Partner or any Affiliate thereof.

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

         (v) 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 the action
causing the Limited Partner to be liable for the Partnership obligations is
undertaken by the Limited Partner.


                                       39


         (w) 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 Apartment
Housing, has occurred the continuing effect of which has: (1) materially or
adversely affected the operation of the Partnership or the Apartment Housing;
(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 Apartment Housing; or (3) prevented the completion of construction and
renovation 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
Apartment Housing only insofar as they or any of them are part of the general
public.

         (x) 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.

         (y) Upon signing of the Loan and receipt of the Lender's written start
order, the General Partner will cause construction and renovation of the
Improvements to commence and thereafter will cause the Contractor to diligently
proceed with construction and renovation of the Improvements according to the
Plans and Specifications so that the Improvements can be completed by the
Completion Date.

         (z) The General Partner or Guarantor has and shall use their best
efforts to maintain a net worth equal to at least $1,000,000 computed in
accordance with generally accepted accounting principles. This Section is not
applicable to the General Partner, Sioux Falls Environmental Access, Inc.

         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
9.12.





                                       40



                                    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,  0.01% to the Special Limited Partner
and 0.01% to the General Partner.

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

     (a) As to Income:

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

                  (2) the balance, if any, of such Income shall be allocated to
the Partners in the proportion necessary so that the Partners will receive the
amount to which they are entitled pursuant to Section 11.2 hereof.

     (b) Losses shall be allocated 99.98% to the Limited  Partner,  0.01% to the
Special Limited Partner and 0.01% 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 0.01% 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 0.01%,  respectively,  of the items of Income
and Apartment  Housing  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 0.01%, respectively, of the
items of Income not  arising  from a Sale or  Refinancing  and 99.98% and 0.01%,
respectively, of the Apartment Housing depreciation.

                                       41


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

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

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

         (c) In the event any Partner unexpectedly receives any adjustments,
allocations, or distributions described in Treasury Regulations Section
1.704-1(b)(2)(ii)(d)(4), Section 1.704-1(b)(2)(ii)(d)(5), or Section
1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain shall be specially
allocated to each such Partner in an amount and manner sufficient to eliminate,
to the extent required by the Treasury Regulations, the Adjusted Capital Account
Deficit of such Partner as quickly as possible, provided that an allocation
pursuant to this Section 10.3(c) shall be made if and only to the extent that

                                       42


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, 0.01% to the Special Limited Partner
and 0.01% to the General Partner.

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

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

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

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


                                       43


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

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

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

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

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

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

         (n) In the event all or part of the Incentive Management Fee or the Tax
Credit Compliance Fee is disallowed by the Internal Revenue Service, then any
interest or income chargeable to the Partnership for such disallowance shall be
allocated to the General Partner.

         Section 10.4 Curative Allocations. The allocations set forth in
Sections 10.2(c), 10.3(a), 10.3(b), 10.3(c), 10.3(d), 10.3(e), 10.3(f), and
10.3(g) hereof (the "Regulatory Allocations") are intended to comply with
certain requirements of the Treasury Regulations. It is the intent of the
Partners that, to the extent possible, all Regulatory Allocations shall be
offset either with other Regulatory Allocations or with special allocations of

                                       44


other items of Partnership income, gain, loss, or deduction pursuant to this
Section 10.4. Therefore, notwithstanding any other provision of this Article X
(other than the Regulatory Allocations), with the Consent of the Special Limited
Partner, the General Partner shall make such offsetting special allocations of
Partnership income, gain, loss, or deduction in whatever manner the General
Partner, with the Consent of the Special Limited Partner, determines appropriate
so that, after such offsetting allocations are made, each Partner's Capital
Account balance is, to the extent possible, equal to the Capital Account balance
such Partner would have had if the Regulatory Allocations were not part of the
Agreement and all Partnership items were allocated pursuant to Sections 10.1,
10.2(a), 10.2(b), 10.3(h), 10.3(i), 10.3(j), 10.3(k), 10.3(l), 10.3(m) and 10.5.
In exercising its authority under this Section 10.4, the General Partner shall
take into account future Regulatory Allocations under Section 10.3(a) and
10.3(b) that, although not yet made, are likely to offset other Regulatory
Allocations previously made under Sections 10.3(e) and 10.3(f).

         Section 10.5 Other Allocation Rules.

         (a) The basis (or cost) of any Partnership investment tax credit
property shall be allocated among the Partners in accordance with Treasury
Regulations Section 1.46-3(f)(2)(i). All Tax Credits (other than the investment
tax credit) shall be allocated among the Partners in accordance with applicable
law. Consistent with the foregoing, the Partners intend that LIHTC will be
allocated 99.98% to the Limited Partner, 0.01% to the Special Limited Partner
and 0.01% to the General Partner.

         (b) In the event Partnership investment tax credit property is disposed
of during any taxable year, profits for such taxable year (and, to the extent
such profits are insufficient, profits for subsequent taxable years) in an
amount equal to the excess, if any, of (1) the reduction in the adjusted tax
basis (or cost) of such property pursuant to Code Section 50(c), over (2) any
increase in the adjusted tax basis of such property pursuant to Code Section
50(c) caused by the disposition of such property, shall be excluded from the
profits allocated pursuant to Section 10.1 and Section 10.2(a) hereof and shall
instead be allocated among the Partners in proportion to their respective shares
of such excess, determined pursuant to Section 10.3(i) and 10.3(j) hereof. In
the event more than one item of such property is disposed of by the Partnership,
the foregoing sentence shall apply to such items in the order in which they are
disposed of by the Partnership, so the profits equal to the entire amount of
such excess with respect to the first such property disposed of shall be
allocated prior to any allocations with respect to the second such property
disposed of, and so forth.

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


                                       45


         (d) Solely for purposes of determining a Partner's  proportionate share
of the "excess  nonrecourse  liabilities" of the Partnership within the meaning
of Treasury  Regulations  Section 1.752-3(a)(3),  the Partners'  interests in
Partnership profits are as follows:  Limited Partner: 99.98%; Special Limited
Partner: 0.01%; General Partner: 0.01%.

         (e) To the extent permitted by Section 1.704-2(h)(3) of the Treasury
Regulations, the General Partner shall endeavor to treat Distributions as having
been made from the proceeds of a Nonrecourse Liability or a Partner Nonrecourse
Debt only to the extent that such Distributions would cause or increase an
Adjusted Capital Account Deficit for any Partner who is not a General Partner.

         (f) In the event that the deduction of all or a portion of any fee paid
or incurred out of Net Operating Income by the Partnership to a Partner or an
Affiliate of a Partner is disallowed for federal income tax purposes by the
Internal Revenue Service with respect to a taxable year of the Partnership, the
Partnership shall then allocate to such Partner an amount of gross income of the
Partnership for such year equal to the amount of such fee as to which the
deduction is disallowed.

         Section 10.6 Tax Allocations: Code Section 704(c). In accordance with
Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss,
and deduction with respect to any property contributed to the capital of the
Partnership shall, solely for tax purposes, be allocated among the Partners so
as to take account of any variation between the adjusted basis of such property
to the Partnership for federal income tax purposes and its initial Gross Asset
Value (computed in accordance with Section 1.33(a) hereof).

         In the event the Gross Asset Value of any Partnership asset is adjusted
pursuant to Section 1.33(b) hereof, subsequent allocations of income, gain,
loss, and deduction with respect to such asset shall take account of any
variation between the adjusted basis of such asset for federal income tax
purposes and its Gross Asset Value in the same manner as under Code Section
704(c) and the Treasury Regulations thereunder.

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


                                       46


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

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

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

                                   ARTICLE XI

                                  DISTRIBUTION

     Section 11.1  Distribution  of Net  Operating  Income.  Except as otherwise
provided and subject to the terms of the HAP Contract,  Net Operating Income for
each fiscal year shall be distributed  within  seventy-five  (75) days following
each calendar year and shall be applied in the following order of priority:

     (a) to pay the Deferred Management Fee, if any;

     (b) to pay the current  Reporting Fee and then to pay any accrued Reporting
Fees which have not been paid in full from previous years;

     (c) to pay the Development Fee;


                                       47


     (d) to pay the  Operating  Loans,  if any, as  referenced in Section 6.3 of
this  Agreement,  limited to 50% of the Net  Operating  Income  remaining  after
reduction for the payments made pursuant to subsections  (a) through (c) of this
Section 11.1;

     (e) to pay the Incentive Management Fee;

     (f) to pay the Tax Credit Compliance Fee; and

     (g) the balance, 30% to the Limited Partner and 70% to the General Partner.

     Section  11.2  Distribution  of  Sale  or  Refinancing  Proceeds.  Sale  or
Refinancing Proceeds shall be distributed in the following order, subject to any
restrictions per the Project's HAP Contract:

     (a) to the payment of the Mortgage and other matured debts and  liabilities
of the  Partnership,  other than accrued  payments,  debts or other  liabilities
owing to Partners or former Partners;

     (b) to any  accrued  payments,  debts  or  other  liabilities  owing to the
Partners or former Partners,  including,  but not limited to, accrued  Reporting
Fees and Operating Loans, to be paid prorata if necessary;

     (c) to the  establishment of any reserves which the General  Partner,  with
the Consent of the Special Limited Partner,  shall deem reasonably necessary for
contingent,   unmatured  or  unforeseen   liabilities   or  obligations  of  the
Partnership;

     (d) to the Limited Partner in an amount equal to its Capital Contribution;

     (e) to the  Special  Limited  Partner  in an  amount  equal to its  Capital
Contribution;

     (f) to the General Partner in an amount equal to its Capital  Contribution;
and

     (g) thereafter, 30% to the Limited Partner and 70% to the General Partner.

                                   ARTICLE XII

                              TRANSFERS OF LIMITED
                      PARTNER'S INTEREST IN THE PARTNERSHIP

         Section 12.1 Assignment of Interests. Upon satisfaction of the
following, the Limited Partner and the Special Limited Partner shall have the
right to assign all or any part of their respective Interests to any other
Person, whether or not a Partner, subject to compliance with HUD's Previous
Participation requirements as applicable and upon satisfaction of the following:


                                       48


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

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

         (c) Notwithstanding any provision to the contrary, the Limited Partner
may assign its Interest to an Affiliate or assign its Interest to USbank or its
successors as collateral to secure a capital contribution loan without
satisfying the conditions of Sections 12.1(a) and (b) above.

         THE LIMITED PARTNER INTEREST AND THE SPECIAL LIMITED PARTNER 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 first day of the calendar month in which
the last of the conditions to such assignment are satisfied.

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

         Section 12.4 Assignee's Rights to Allocations and Distributions. An
Assignee shall be entitled to receive allocations and Distributions from the
Partnership attributable to the Interest acquired by reason of any permitted
assignment from the effective date of transfer as determined in Section 12.2
above. The Partnership and the General Partner shall be entitled to treat the


                                       49


assignor of such Partnership Interest as the absolute owner thereof in all
respects, and shall incur no liability for allocations and Distributions made in
good faith to such assignor, until such time as the written instrument of
assignment has been received by the Partnership.

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

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

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

         Section 12.6 Death, Bankruptcy, Incompetency, etc. of a Limited
Partner. Upon the death, dissolution, adjudication of bankruptcy, or
adjudication of incompetency or insanity of the Limited Partner or Special
Limited Partner, such Partner's executors, administrators or legal
representatives shall have all the rights of its predecessor-in-interest for the
purpose of settling or managing such Partner's estate, including such power as
such Partner possessed to constitute a successor as a transferee of its Interest
in the Partnership and to join with such transferee in making the application to
substitute such transferee as a Partner.

                                  ARTICLE XIII

                     WITHDRAWAL, REMOVAL AND REPLACEMENT OF
                                 GENERAL PARTNER

         Section 13.1 Withdrawal of General Partner.

         (a) The General Partner may not Withdraw (other than as a result of an
Involuntary Withdrawal) without the Consent of the Special Limited Partner.
Withdrawal shall be conditioned upon the agreement of the Special Limited
Partner to be admitted as a successor General Partner, or if the Special Limited


                                       50


Partner declines to be admitted as a successor General Partner then on the
agreement of one or more Persons who satisfy the requirements of Section 13.5 of
this Agreement to be admitted as successor General Partner(s). A new General
Partner may not be admitted until the partnership has received the prior written
consent of HUD.

     (b) Each Guarantor  shall  indemnify and hold harmless the  Partnership and
all Partners from its Withdrawal in violation of Section  13.1(a)  hereof.  Each
Guarantor  shall be liable for  damages to the  Partnership  resulting  from its
Withdrawal in violation of Section  13.1(a).  The  provisions of this Section do
not apply to the General Partner, Sioux Falls Environmental Access, Inc.

     Section 13.2 Removal of General Partner.

     (a) The Special  Limited Partner or the Limited  Partner,  or both of them,
may remove the General Partner for cause if such General  Partner,  its officers
or directors, if applicable, has:

          (1) been subject to  Bankruptcy,  unless such act has been fully
disclosed and said General  Partner is in  compliance  with any Court  ordered
Bankruptcy agreement;

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

          (3) been convicted of, or entered into a plea of guilty to, a felony;

          (4) been debarred from participating in any federal or state housing
program;

          (5) made personal use of Partnership funds or properties;

          (6) violated the terms of the Mortgage and such violation  prompts
Security National Bank to issue a default letter or acceleration notice  to  the
Partnership or General Partner;

          (7) failed to provide any loan, advance,  Capital Contribution or any
other payment to the  Partnership,  the Limited Partner or the Special Limited
Partner required under this Agreement;

          (8) breached  any  representation,  warranty or covenant  contained in
this Agreement;

          (9) caused the  Projected Tax Credits to be allocated to the Partners
for a term longer than the Tax Credit Period unless the  provisions of Section
7.4(e) of this Agreement apply;


                                       51


          (10) failed to provide, or to cause to be provided, the construction
and renovation monitoring documents required in Section 14.3(a) of this
Agreement;

          (11) violated any federal or state tax law which causes a recapture of
LIHTC;

          (12) violated the terms of the Construction Loan and such violation
prompts Security  National Bank to issue a default letter or acceleration notice
to the Partnership or General Partner;

          (13) allowed the construction and renovation budget to be
out-of-balance;

          (14)  failed to obtain the consent of a Partner where such consent is
required pursuant to this Agreement;

          (15) failed to place the Apartment Housing in service by August 1,
2002;

          (16) failed to achieve 90% occupancy of the  Apartment  Housing by
November 1, 2002;

          (17) failed to obtain Permanent Mortgage  Commencement by November 1,
2002;
or

          (18) failed during any consecutive  six-month  period during the
Compliance Period to rent 85% or more of the total apartment units in the
Apartment Housing to Qualified  Tenants;  notwithstanding,  if such failure is
the result of Force Majeure or if such failure is cured within 120 days after
the end of the six-month period, then this removal provision shall not apply.

     (b)  Written  notice  of the  removal  for  cause  of the  General  Partner
("Removal  Notice")  shall set forth the reasons for removal and shall be served
by the Special Limited Partner or the Limited Partner, or both of them, upon the
General Partner in accordance  with Section 17.3 of this  Agreement.  If Section
13.2(a)(2),  (6), (7), (8), (12) or (13) is the basis for the removal for cause,
then the General  Partner  shall have  thirty  days from  receipt of the Removal
Notice  in which to cure the  removal  condition;  except  that in regard to the
Mortgage  Loan 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. If the  condition  for the removal for cause is not cured within the thirty
day cure period then the General  Partner's  removal shall become effective upon
approval of a majority of the  Partner's  Interest (as specified in Section 10.1
of this  Agreement) at a Partner's  meeting held in accordance with Section 17.2
of this  Agreement.  If the removal for cause is for a condition  referenced  in
Sections  13.2(a)(1),  (3), (4), (5), (9), (10), (11), (14), (15), (16), (17) or
(18) then the removal shall become  effective upon approval of a majority of the


                                       52


Partner's  Interest  (as  specified  in  Section  10.1 of this  Agreement)  at a
Partner's  meeting held in accordance with Section 17.2 of this Agreement.  Upon
the General Partner's removal,  the General Partner shall deliver to the Special
Limited  Partner within five business days of the Partner's  meeting  confirming
the General  Partner's  removal all Partnership  books and records including all
bank  signature  cards and an  authorization  to  change  the  signature  on the
signature cards from the General Partner to the Special  Limited  Partner,  or a
successor  general partner so nominated by the Limited Partner,  Special Limited
Partner and approved by HUD. The Partner's recognize and acknowledge that if the
General  Partner  fails to provide the  Partnership  books and records  upon the
General  Partner's  removal then the remaining  Partners may suffer  irreparable
injury.  Therefore,  in the event the  General  Partner  does not  adhere to the
provisions of this Section 13.2(b),  and in addition to other rights or remedies
which may be provided by law and equity or this  Agreement,  the Limited Partner
and/or Special Limited  Partner shall have the right to specific  performance to
compel the General Partner to perform its obligation  under this Section and the
Limited Partner and/or Special Limited Partner may bring such action,  and other
actions to enforce the removal, by way of temporary and/or permanent  injunctive
relief.

         Section 13.3 Effects of a Withdrawal. In the event of a Withdrawal, the
entire  Interest  of the  Withdrawing  General  Partner  shall  immediately  and
automatically  terminate  on the  effective  date of such  Withdrawal,  and such
General Partner shall immediately  cease to be a General Partner,  shall have no
further right to participate  in the management or operation of the  Partnership
or the Apartment Housing or to receive any allocations or Distributions from the
Partnership  or any  other  funds  or  assets  of  the  Partnership,  except  as
specifically set forth below. In the event of a Withdrawal, any or all executory
contracts,  including but not limited to the Management  Agreement,  between the
Partnership  and  the  Withdrawing  General  Partner  or its  Affiliates  may be
terminated by the Partnership,  with the Consent of the Special Limited Partner,
upon written  notice to the party so  terminated.  Furthermore,  notwithstanding
such  Withdrawal,  the  Withdrawing  General  Partner shall be and shall remain,
liable as a General Partner for all liabilities and obligations  incurred by the
Partnership  or by the  General  Partner  prior  to the  effective  date  of the
Withdrawal, or which may arise upon such Withdrawal. Any remaining Partner shall
have all other rights and remedies  against the  Withdrawing  General Partner as
provided by law or under this Agreement.  The General Partner agrees that in the
event of its Withdrawal it will  indemnify and hold the Limited  Partner and the
Special Limited Partner harmless from and against all losses, costs and expenses
incurred in connection with the Withdrawal,  including,  without limitation, all
legal fees and other  expenses  of the Limited  Partner and the Special  Limited
Partner in connection with the transaction.  The following additional provisions
shall apply in the event of a  Withdrawal.  The  provisions  of this  Section or
subsequent   Section  do  not  apply  to  the  General   Partner,   Sioux  Falls
Environmental Access, Inc.


                                       53


         (a) In the event of a Withdrawal which is not an Involuntary
Withdrawal, or is not an Involuntary Withdrawal in accordance with Section
13.2(a), the Withdrawing General Partner shall have no further right to receive
any future allocations or Distributions from the Partnership or any other funds
or assets of the Partnership, nor shall it be entitled to receive or to be paid
by the Partnership any further payments of fees (including fees which have been
earned but are unpaid) or to be repaid any outstanding advances or loans made by
it to the Partnership or to be paid any amount for its former Interest. From and
after the effective date of such Withdrawal, the former rights of the
Withdrawing General Partner to receive or to be paid such allocations,
Distributions, funds, assets, fees or repayments shall be assigned to the other
General Partner or General Partners (which may include the Special Limited
Partner), or if there is no other general partner of the Partnership at that
time, to the Special Limited Partner.

         (b) In the event of an Involuntary Withdrawal, except as provided in
Section 13.3(c) below, the Withdrawing General Partner shall have no further
right to receive any future allocations or Distributions from the Partnership or
any other funds or assets of the Partnership, provided that accrued and payable
fees (i.e., fees earned but unpaid as of the date of Withdrawal) owed to the
Withdrawing General Partner, and any outstanding loans of the Withdrawing
General Partner to the Partnership, shall be paid to the Withdrawing General
Partner in the manner and at the times such fees and loans would have been paid
had the Withdrawing General Partner not Withdrawn. The Interest of the General
Partner shall be purchased as follows.

                  (1) If the Involuntary Withdrawal does not arise from removal
for cause under Section 13.2(a) hereof, and if the Partnership is to be
continued with one or more remaining or successor General Partner(s), the
Partnership, with the Consent of the Special Limited Partner, may, but is not
obligated to, purchase the Interest of the Withdrawing General Partner. The
purchase price of such Interest shall be its Fair Market Value as determined by
agreement between the Withdrawing General Partner and the Special Limited
Partner, or, if they cannot agree, by arbitration in accordance with the then
current rules of the American Arbitration Association. The cost of such
arbitration shall be borne equally by the Withdrawing General Partner and the
Partnership. The purchase price shall be paid by the Partnership by delivering
to the General Partner or its representative the Partnership's non-interest
bearing unsecured promissory note payable, if at all, upon liquidation of the
Partnership in accordance with Section 11.2(b). The note shall also provide that
the Partnership may prepay all or any part thereof without penalty.

                  (2) If the Involuntary Withdrawal does not arise from removal
for cause under Section 13.2(a) hereof, and if the Partnership is to be
continued with one or more remaining or successor General Partner(s), and if the
Partnership does not purchase the Interest of the Withdrawing General Partner in
Partnership allocations, Distributions and capital, then the Withdrawing General
Partner shall retain its Interest in such items, but such Interest shall be held
as a special limited partner.


                                       54


         (c) Notwithstanding the provisions of Section 13.3(b), if the
Involuntary Withdrawal arises from removal for cause as set forth in Section
13.2(a) hereof, the Withdrawn General Partner shall have no further right to
receive any future allocations or Distributions from the Partnership or any
other funds or assets of the Partnership, nor shall it be entitled to receive
any payment for its Interest, nor shall it be entitled to receive or to be paid
by the Partnership or any Partners or successor partners, any further payments
of fees (including fees which have been earned but remain unpaid) or to be
repaid any outstanding advances or loans made by it to the Partnership.

         Section 13.4 Successor General Partner. Upon the occurrence of an event
giving rise to a Withdrawal of a General Partner, any remaining General Partner,
or, if there be no remaining General Partner, the Withdrawing General Partner or
its legal representative, shall promptly notify the Special Limited Partner of
such Withdrawal (the "Withdrawal Notice"). Whether or not the Withdrawal Notice
shall have been sent as provided herein, the Special Limited Partner shall have
the right to become a successor General Partner (and to become the successor
managing General Partner if the Withdrawing General Partner was previously the
managing General Partner. In order to effectuate the provisions of this Section
13.4 and the continuance of the Partnership, the Withdrawal of a General Partner
shall not be effective until the expiration of 120 days from the date on which
occurred the event giving rise to the Withdrawal, unless the Special Limited
Partner shall have elected to become a successor General Partner as provided
herein prior to expiration of such 120-day period, whereupon the Withdrawal of
the General Partner shall be deemed effective upon the notification of all the
other Partners by the Special Limited Partner of such election. However, the
appointment of any Successor General Partner is subject to the partnership
receiving the prior written consent of HUD

         Section 13.5 Admission of Additional or Successor General Partner. No
Person shall be admitted as an additional or successor General Partner unless
(a) such Person shall have agreed to become a General Partner by a written
instrument which shall include the acceptance and adoption of this Agreement;
(b) the Consent of the Special Limited Partner to the admission of such Person
as a substitute General Partner, which consent may be withheld in the discretion
of the Special Limited Partner; (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 and (d) the partnership has received the prior
written consent of HUD. 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.


                                       55


         Section 13.6 Transfer of Interest. Except as otherwise provided herein,
the General Partner may not Withdraw from the Partnership, or enter into any
agreement as the result of which any Person shall acquire an Interest in the
Partnership, without the Consent of the Special Limited Partner and HUD, where
the interest being acquired is 25% or greater.

         Section 13.7 No Goodwill Value. At no time during continuation of the
Partnership shall any value ever be placed on the Partnership name, or the right
to its use, or to the goodwill appertaining to the Partnership or its business,
either as among the Partners or for the purpose of determining the value of any
Interest, nor shall the legal representatives of any Partner have any right to
claim any such value. In the event of a termination and dissolution of the
Partnership as provided in this Agreement, neither the Partnership name, nor the
right to its use, nor the same goodwill, if any, shall be considered as an asset
of the Partnership, and no valuation shall be put thereon for the purpose of
liquidation or distribution, or for any other purpose whatsoever.

                                   ARTICLE XIV

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

         Section 14.1 Books and Accounts.

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

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


                                       56


                  (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;

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

                  (7) in regard to the first tenants to occupy the apartment
units in the Apartment Housing, copies of all tenant files including completed
applications, completed questionnaires or checklist of income and assets,
documentation of third party verification of income and assets, and income
certification forms (LIHTC specific).

         (b) Upon the request of the Limited Partner, the General Partner shall
promptly deliver to the Limited Partner, at the expense of the Partnership, a
copy of the information set forth in Section 14.1(a) above. The Limited Partner
shall have the right upon reasonable request and during normal business hours to
inspect and copy any of the foregoing, or any of the other books and records of
the Partnership or the Apartment Housing, at its own expense.

         Section 14.2 Accounting Reports.

         (a) By February 20 of each calendar year the General Partner shall
provide to the Limited Partner and the Special Limited Partner all tax
information necessary for the preparation of their federal and state income tax
returns and other tax returns with regard to the jurisdiction(s) in which the
Partnership is formed and in which the Apartment Housing is located.
Notwithstanding, the General Partner shall deliver to the Limited Partner and
the Special Limited Partner a draft copy of the information requested herein at
least ten days prior to the above referenced due date.

         (b) By March 1 of each calendar year the General Partner shall send to
the Limited Partner and the Special Limited Partner an audited financial
statement for the Partnership, which shall include, but is not limited to: (1) a
balance sheet as of the end of such fiscal year and statements of income,
Partners' equity and changes in cash flow for such fiscal year prepared in
accordance with generally accepted accounting principles; (2) a report of any
Distributions made 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; and (3) a
report setting forth the amount of all fees and other compensation and
Distributions and reimbursed expenses paid by the Partnership for the fiscal
year to the General Partner or Affiliates of the General Partner and the
services performed in consideration therefor, which report shall be verified by
the Partnership's Accountants. Notwithstanding, the General Partner shall
deliver to the Limited Partner and the Special Limited Partner a draft copy of
the information requested herein at least ten days prior to the above referenced
due date.


                                       57


         (c) Within 60 days after the end of each fiscal quarter in which a Sale
or Refinancing of the Apartment Housing occurs, the General Partner shall send
to the Limited Partner and the Special Limited Partner a report as to the nature
of the Sale or Refinancing and as to the Income and Losses for tax purposes and
proceeds arising from the Sale or Refinancing.

         Section 14.3 Other Reports. The General Partner shall provide to the
Limited  Partner and the Special  Limited  Partner the following reports:

         (a) during construction and renovation, on a regular basis, but in no
event before each draw request by the contractor, a copy of the Inspecting
Architect's report and other construction and renovation reports including, but
not limited to, (1) the name of each person performing work on the Improvements
or providing materials for the Improvements, the work performed or materials
supplied by said person and the code number corresponding to the line item in
the Construction Budget which the person will be paid, (2) an original AIA
Document G702, or similar form acceptable to the Special Limited Partner, (3) if
not included in the Inspecting Architect's report or the AIA Document G702, a
line item break-down of the Construction and Renovation Budget (which shall
include, description of work to be performed or materials to be supplied; total
dollar amount of the work or materials; dollar amount of work previously
completed and paid or materials supplied and paid; dollar amount of work or
materials to be paid per the current disbursement request; dollar amount of
materials stored; total dollar amount of work completed and stored as of the
current disbursement date; percentage of completion; dollar amount of work or
materials needed to complete the line item; and retainage), (4) a reconciliation
of the sources and uses to determine that the Construction and Renovation Budget
is in balance and there are sufficient funds to complete the construction and
renovation of the Improvements, and (5) copies of lien releases, or waivers,
from the Contractor and all sub-contractors or material suppliers who were paid
the previous month;

         (b) during the rent-up phase, and continuing until the end of the first
six-month period during which the Apartment Housing has a sustained occupancy of
95% or better, by the twentieth day of each month within such period a copy of
the previous month's rent roll (through the last day of the month) and a tenant
LIHTC compliance worksheet similar to the monthly initial tenant certification
worksheet included in Exhibit "H" attached hereto and incorporated herein by
this reference;

         (c) a quarterly tax credit compliance report similar to the worksheet
included in Exhibit "H" due on or before April 30 of each year for the first
quarter, July 31 of each year for the second quarter, October 31 of each year
for the third quarter and January 31 of each year for the fourth quarter. In
order to verify the reliability of the information being provided on the
compliance report the Special Limited Partner may request a sampling of tenant


                                       58


files to be provided. The sampling will include, but not be limited to, copies
of tenant applications, certifications and third party verifications used to
qualify tenants. If any inaccuracies are found to exist on the tax credit
compliance report or any items of noncompliance are discovered then the sampling
will be expanded as determined by the Special Limited Partner;

         (d) a quarterly report on operations, in the form attached hereto as
Exhibit "H", due on or before April 30 of each year for the first quarter of
operations, July 31 of each year for the second quarter of operations, October
31 of each year for the third quarter of operations and January 31 of each year
for the fourth quarter of operations which shall include, but is not limited to,
an unaudited income statement showing all activity in the reserve accounts
required to be maintained pursuant to Section VIII of this Agreement, statement
of income and expenses, balance sheet and rent roll as of the end of each
calendar quarter of each year.

         (e) by September 15 of each year, an estimate of LIHTC for that year;

         (f) if the Apartment Housing receives a reservation of LIHTC in one
year but will not complete the construction, renovation and rent-up until a
later year, an audited cost certification together with the Accountant's work
papers verifying that the Partnership has expended the requisite 10% of the
reasonably expected cost basis to meet the carryover test provisions of Section
42 of the Code. Such certification shall be provided to the Limited Partner and
Special Limited Partner by December 31 of the year during which the reservation
was received. Furthermore, if materials and supplies are purchased to meet the
10% requirement then the General Partner shall provide to the Limited Partner an
opinion of counsel that title to the materials and supplies pass to the
Partnership and that the Partnership bears the risk of loss of the materials and
supplies;

         (g) during the Compliance Period, no later than the day any such
certification is filed, copies of any certifications which the Partnership must
furnish to federal or state governmental authorities administering the Tax
Credit program including, but not limited to, copies of all annual tenant
recertifications required under Section 42 of the Code;

         (h) by the annual renewal date each and every year, an executed
original or certified copy of each and every Insurance policy or certificate
required by the terms of this Agreement;

         (i) by the payment date of the real estate  property taxes each and
every year  verification  that the same has been paid in full;


                                       59


         (j) on or before March 15th of each calendar  year, a copy of the
General  Partner's  updated  financial  statement as of December 31 of the
previous year;

         (k) on or before November 1 of each calendar year, a copy of the
following year's proposed operating budget. Each such Budget shall contain all
the anticipated Cash Expenses of the Partnership. Such Budget shall only be
adopted with the Consent of the Special Limited Partner; and

         (l) notice of the occurrence, or of the likelihood of occurrence, of
any event which has had a material adverse effect upon the Apartment Housing or
the Partnership, including, but not limited to, any breach of any of the
representations and warranties set forth in Section 9.12 of this Agreement, and
any inability of the Partnership to meet its cash obligations as they become
payable, within ten days after the occurrence of such event.

         Section 14.4 Late Reports. If the General Partner does not fulfill its
obligations under Sections 14.2 and 14.3 within the time periods set forth
therein, the General Partner, using its own funds, shall pay as damages the sum
of $100 per week to the Limited Partner until such obligations shall have been
fulfilled. If the General Partner shall so fail to pay, the General Partner and
its Affiliates shall forthwith cease to be entitled to any fees hereunder (other
than the Development Fee) and/or to the payment of any Net Operating Income or
Sale or Refinancing Proceeds to which the General Partner may otherwise be
entitled hereunder. Payments of fees and Distributions shall be restored only
upon payment of such damages in full.

         Section 14.5 Annual Site Visits. The Limited Partner, at the Limited
Partner's expense, has the right, upon reasonable notice to the General Partner,
to conduct a site visit which will include, in part, an inspection of the
property, a review of the office and tenant files and an interview with the
property manager.

         Section 14.6 Tax Returns. The General Partner shall cause income tax
returns for the Partnership to be prepared and timely filed with the appropriate
federal, state and local taxing authorities.

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

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


                                       60


         Section 14.9      Certificates and Elections.

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

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

                                   ARTICLE XV

                      DISSOLUTION, WINDING UP, TERMINATION
                       AND LIQUIDATION OF THE PARTNERSHIP

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

         (a) The effective date of the Withdrawal or removal of the General
Partner, unless (1) at the time there is at least one other General Partner
(which may be the Special Limited Partner if it elects to serve as successor
General Partner under Section 13.4 hereof) who will continue as General Partner,
or (2) within 120 days after the occurrence of any such event the Limited
Partner elects to continue the business of the Partnership.

         (b) The sale of the Apartment Housing and the receipt in cash of the
full amount of the proceeds of such sale.

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

         Section 15.2 Return of Capital Contribution upon Dissolution. Except as
provided in Sections 7.3 and 7.4 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 obligations of the General
Partner, as well as the obligations of the Partnership, each Partner shall look
solely to the assets of the Partnership for all Distributions with respect to


                                       61


the Partnership (including the return of its Capital Contribution) and shall
have no recourse therefor (upon dissolution or otherwise) against any General
Partner. No Partner shall have any right to demand property other than money
upon dissolution and termination of the Partnership, and the Partnership is
prohibited from such a distribution of property absent the Consent of the
Special Limited Partner.

         Section 15.3 Distribution 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,
subject to any restrictions of the Project's HAP contract.

         (a) Upon dissolution and termination, after payment of, or adequate
provision for, the debts and obligations of the Partnership pursuant to Section
11.2(a) through and including 11.2(c), the remaining assets of the Partnership
shall be distributed to the Partners in accordance with the positive balances in
their Capital Accounts, after taking into account all allocations under Article
X hereof.

         (b) In the event that a General Partner has a deficit balance in its
Capital Account following the liquidation of the Partnership or its Interest, as
determined after taking into account all Capital Account adjustments for the
Partnership taxable year in which such liquidation occurs, such General Partner
shall pay to the Partnership the amount necessary to restore such deficit
balance to zero in compliance with Treasury Regulation Section
1.704-1(b)(2)(ii)(b)(3).

                  (1) 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.

         (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.


                                       62


         (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.

         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 Apartment Housing 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.


                                       63


         (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 majority consent of the Partners
after a meeting or through written action without a meeting of the Partners,
which meeting or written notice 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, at a meeting of the Partnership, the Limited Partner may vote:

                  (1) to approve or disapprove the Sale or Refinancing of the
Apartment Housing prior to such Sale or Refinancing;

                  (2) to remove the General Partner and elect a substitute
General Partner as provided in this Agreement;

                  (3) to elect a successor General Partner upon the Withdrawal
of the General Partner;

                  (4) to approve or disapprove the dissolution of the
Partnership;

                  (5) subject to the provisions of Article XVI hereof, to amend
this Agreement;

                  (6) to approve or disapprove the refinancing of the Mortgage
prior to such refinancing; or


                                       64


                  (7) on any other matter permitted in this Agreement.

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

         (c) The Special Limited Partner shall have the right to consent to
those actions or inactions of the Partnership and/or General Partner as
otherwise set forth in this Agreement, and the General Partner is prohibited
from any action or inaction requiring such consent unless such consent has been
obtained. Notwithstanding the foregoing, this section does not apply to Section
17.12 (a) of this Agreement.

         Section 17.2 Meeting of Partnership. Meetings of the Partnership may be
noticed either (a) at any time by the General Partner; or (b) by the Limited
Partner or the Special Limited Partner. The notice for a meeting shall specify
the purpose of such meeting, and the time and the place of such meeting (which
shall be by telephone conference or at the principal place of business of the
Partnership). Any Partner calling a Partners meeting shall provide written
notice to all Partners. The meeting shall not be held less than 15 days nor more
than 30 days from the Partners' receipt of the notice. All meetings and actions
of the Limited Partner shall be governed in all respects, including matters
relating to proxies, record dates and actions without a meeting, by the
applicable provisions of the Act, as it shall be amended from time to time.

         Section 17.3 Notices. Any notice given pursuant to this Agreement may
be served personally on the Partner to be notified, or may be sent by overnight
courier, 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:    Crane & Fowler Investments, L.L.C.
                                    122 South Phillips Avenue, Suite 350
                                    Sioux Falls, South Dakota 57104
                                    Attn: Michael A. Crane


         To the Limited Partner:    WNC Holding, LLC
                                    c/o WNC & Associates, Inc.
                                    3158 Redhill Ave., Suite 120
                                    Costa Mesa, California 92626-3416

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


                                       65


         Section 17.4 Successors and Assigns. All the terms and conditions of
this Agreement shall be binding upon and inure to the benefit of the successors
and assigns of the Partners.

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

         Section 17.6 Amendment of Certificate of Limited Partnership.

         (a) The General Partner, or any successor 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
of any of the following:

                  (1) a change in the name of the Partnership;

                  (2) a change in the street address of the Partnership's
principal executive office;

                  (3) a change in the address,  or the Withdrawal,  of a General
Partner,  or a change in the address of the agent for service of process, or
appointment of a new agent for service of process;

                  (4) the admission of a General Partner and that Partner's
address; or

                  (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.

         (d) In the event of a Withdrawal or Involuntary Withdrawal of the
General Partner, and if such General Partner does not file an amendment to the
Certificate of Limited Partnership as specified in this Section 17.6, then the
Special Limited Partner is hereby granted the specific authority to sign and
file such amendment.


                                       66


         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 Partners, are not a part of this Agreement, and shall not be used for the
interpretation or determination of the validity of this Agreement or any
provision hereof.

         Section 17.9 Saving Clause. If any provision of this Agreement, or the
application of such provision to any Person or circumstance, shall be held
invalid, the remainder of this Agreement, or the application of such provision
to Persons or circumstances other than those as to which it is held invalid,
shall not be affected thereby.

         Section 17.10 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 or Special
Limited Partner, such provisions shall be void and ineffectual.

         Section 17.11 Tax Matters Partner. All the Partners hereby agree that
Lewis F. Weinberg is the designated General Partner shall be the "Tax Matters
Partner" pursuant to the Code and in connection with any audit of the federal
income tax returns of the Partnership.

         (a) The Tax Matters Partner shall furnish to each Partner notice and
information with respect to the following: closing conference with an examining
agent; proposed adjustments, rights of appeal, and requirements for filing a
protest; time and place of any appeals conference; acceptance by the Internal
Revenue Service of any settlement offer; consent to the extension of the period
of limitation with respect to all Partners; filing of a request for
administrative adjustment on behalf of the Partnership; filing by the Tax
Matters Partner or any other Partner of any petition for judicial review; filing
of any appeal with respect to any judicial determination; and a final judicial
redetermination.

         (b) If the Tax Matters Partner shall determine to litigate any
administrative determination relating to federal income tax matters, then the
Tax Matters Partner shall litigate such matter in such court as the Tax Matters
Partner shall decide in its sole discretion.

         (c) In discharging its duties and responsibilities, the Tax Matters
Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of
the other Partners) insofar as tax matters related to the Tax Credits are
concerned, and (2) to all of the Partners in other respects.


                                       67


         (d) The Partners consent and agree that in connection with any audit of
the Partnership, or if the Tax Matters Partner withdraws from the Partnership or
the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may
become, in its sole discretion, a special general partner, and become the Tax
Matters Partner. The Limited Partner will make no claim against the Partnership
in respect of any action or omission by the Tax Matters Partner during such time
as the Special Limited Partner acts as the Tax Matters Partner.

         (e) Nothing herein shall be construed as a waiver by the Limited
Partner of any of its rights under Chapter 631 of the Code. The General Partner
shall not enter into any settlement agreement purporting to bind the Limited
Partner without the Limited Partner's consent.

         Section 17.12 Expiration of Compliance Period.

         (a) Notwithstanding any provision hereof to the contrary (other than
this Section 17.12), the Special Limited Partner shall have the right at any
time after the beginning of the last year of the Compliance Period to require,
by written notice to the General Partner, that the General Partner promptly
submit a written request to the applicable State Tax Credit Agency pursuant to
Section 42(h) of the Code (or any successor provision) that such agency endeavor
to locate within one year from the date of such written request a purchaser for
the Apartment Housing who will continue to operate the Apartment Housing as a
qualified low income property, at a purchase price that is not less than the
minimum amount set forth in Section 42(h)(6) of the Code (or any successor
provision). In the event that the State Tax Credit Agency obtains an offer
satisfying the conditions of the preceding sentence, the General Partner shall
promptly notify the Special Limited Partner in writing with respect to the terms
and conditions of such offer, and, if the Special Limited Partner notifies the
General Partner that such offer should be accepted, the General Partner shall
cause the Partnership promptly to accept such offer and to proceed to sell the
Apartment Housing pursuant to such offer.

         (b) Notwithstanding any other provision of this Agreement to the
contrary, the Special Limited Partner shall have the right at any time after the
end of the Compliance Period to require, by written notice to the General
Partner (the "Required Sale Notice"), that the General Partner promptly use its
best efforts to obtain a buyer for the Apartment Housing on the most favorable
terms then available. The General Partner shall submit the terms of any proposed
sale to the Special Limited Partner for its approval in the manner set forth in
Section 17.12(a) hereof. If the General Partner shall fail to so obtain a buyer


                                       68


for the Apartment Housing within six months of receipt of the Required Sale
Notice or if the Consent of the Special Limited Partner in its sole discretion
shall be withheld to any proposed sale, then the Special Limited Partner shall
have the right at any time thereafter to obtain a buyer for the Apartment
Housing on terms acceptable to the Special Limited Partner (but not less
favorable to the Partnership than any proposed sale previously rejected by the
Special Limited Partner). In the event that the Special Limited Partner so
obtains a buyer, it shall notify the General Partner in writing with respect to
the terms and conditions of the proposed sale and the General Partner shall
cause the Partnership promptly to sell the Apartment Housing to such buyer.

         (c) A sale of the Apartment Housing prior to the end of the Compliance
Period may only take place if the conditions of Section 42(j)(6) of the Code (or
any successor provision) will be satisfied upon such sale by having the
purchaser of the Apartment Housing post the required bond on behalf of the
Partnership.

         Section 17.13 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 17.14 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 17.15 Governing Law. This Agreement and its application shall
be governed by the laws of the State of South Dakota.

         Section 17.16 Conflicts with HAP Contract. In the event of a conflict
between this Agreement and the HAP Contract, and the obligations imposed
pursuant thereto, the HAP Contract shall prevail.

         Section 17.17 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 17.18 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
Apartment Housing's noncompliance with the Mortgage, relative to the Apartment
Housing's noncompliance with the Tax Credit rules or regulations, relative to
the acceleration of the Mortgage and/or relative to the disposition of the
Apartment Housing.

         Section 17.19 Security Interest and Right of Set-Off. As security for
the performance of the respective obligations to which any Partner may be
subject under this Agreement, the Partnership shall have (and each Partner
hereby grants to the Partnership) a security interest in their respective
Interests of such Partner in all funds distributable to said Partner to the
extent of the amount of such obligation.



                                       69


         IN WITNESS WHEREOF, this Amended and Restated Agreement of Limited
Partnership of 505 West Main Limited Partnership, a South Dakota limited
partnership, is made and entered into as of the 29th day of January, 2002.


                                    MANAGING GENERAL PARTNER

                                    Crane & Fowler Investments, L.L.C.

                                    By:     /s/ MICHAEL A. CRANE
                                            Michael A. Crane,
                                            Member

                                    WITHDRAWING ORIGINAL LIMITED PARTNER

                                    /s/ MICHAEL A. CRANE
                                    Michael A. Crane


                                    LIMITED PARTNER

                                    WNC Holding, LLC

                                    By:     WNC & Associates, Inc.,
                                            Managing Member

                                            By:      /s/ DAVID N. SHAFER
                                                     David N. Shafer,
                                                     Executive Vice President


                                    SPECIAL LIMITED PARTNER

                                    WNC Housing, L.P.

                                    By:     WNC & Associates, Inc.,
                                            General Partner

                                            By:      /s/ DAVID N. SHAFER
                                                     David N. Shafer,
                                                     Executive Vice President



                                       70


                       EXHIBIT A TO PARTNERSHIP AGREEMENT

                                LEGAL DESCRIPTION



Parcel 1:
Lots 1 & 2 in Block 1, Jones Addition, City of Vermillion, Clay County, SD

Parcel 2:
Lots 9 & 10, less the North 95 feet of Lots 9 & 10, Block 1, Jones Addition,
Clay county, SD

Parcel 3:
Dean Tract 1, less the North 75 feet in the SW 1/4 of the SW 1/4 of the SW 1/4
of Section 13, Township 92 North, Range 52 West of the 5th P.M., all in the City
of Vermillion, Clay County, SD



















                                       A



                       EXHIBIT B TO PARTNERSHIP AGREEMENT

                              FORM OF LEGAL OPINION



WNC Holding, LLC
c/o WNC & Associates, Inc.
3158 Redhill Avenue, Suite 120
Costa Mesa, California  92626

RE:      505 West Main  Limited Partnership

Ladies and Gentlemen:

         You have requested our opinion with respect to certain matters in
connection with the investment by WNC Holding, LLC, a California limited
liability company (the "Limited Partner") in 505 West Main Limited Partnership
(the "Partnership"), a South Dakota limited partnership formed to acquire, own,
develop, (rehabilitate, finance and operate an apartment complex for low-income
persons (the "Apartment Complex") in Vermillion, Clay County, South Dakota. The
managing general partner(s) of the Partnership is/are Crane & Fowler
Investments, L.L.C. (the "Managing General Partner(s)").

         In rendering the opinions stated below, we have examined and relied
upon the following:

         (i)     [Certificate of Limited Partnership];

         (ii)    [Agreement of Limited Partnership] (the "Partnership
                 Agreement");

         (iii)   A preliminary reservation letter from [State
                 Allocating Agency] (the "State Agency") dated
                 _________, 200___ conditionally awarding
                 $_______________ in Federal tax credits annually for
                 each of ten years; and

         (iv)    Such other documents, records and instruments as we
                 have deemed necessary in order to enable us to render
                 the opinions referred to in this letter.

         For purposes of rendering the opinions stated below we have assumed
that, in those cases in which we have not been involved directly in the
preparation, execution or the filing of a document, that (a) the document
reviewed by us is an original document, or a true and accurate copy of the
original document, and has not been subsequently amended, (b) the signatures on
each original document are genuine, and (c) each party who executed the document
had proper authority and capacity.

Based on the foregoing we are of the opinion that:


                                      B-1


WNC Holding, LLC
c/o WNC & Associates, Inc.
______________, 200__
Page 2


         (a) ________________________, one of the General Partners, is a
[corporation/partnership] duly formed and validly existing under the laws of the
State of _____________________ and has full power and authority to enter into
and perform its obligations under the Partnership Agreement.
_____________________, one of the other General Partners, is a
[corporation/partnership] duly formed and validly existing under the laws of the
State of __________________ and has full power and authority to enter into and
perform its obligations under the Partnership Agreement.

         (b) The Partnership is a limited partnership duly formed and validly
existing under the laws of the State of South Dakota.

         (c) The Partnership is validly existing under and subject to the laws
of South Dakota with full power and authority to acquire, own, develop,
[rehabilitate, finance and operate the Apartment Complex and to otherwise
conduct business under the Partnership Agreement.

         (d) Execution of the Partnership Agreement by the General Partner(s)
has been duly and validly authorized by or on behalf of the General Partner(s)
and, having been executed and delivered in accordance with its terms, the
Partnership Agreement constitutes the valid and binding agreement of the General
Partner(s), enforceable in accordance with its terms.

         (e) The execution and delivery of the Partnership Agreement by the
General Partner(s) does not conflict with and will not result in a breach of any
of the terms, provisions or conditions of any agreement or instrument known to
counsel to which any of the General Partner(s) or the Partnership is a party or
by which any of them may be bound, or any order, rule, or regulation to be
applicable to any of such parties of any court or governmental body or
administrative agency having jurisdiction over any of such parties or over the
property.

         (f) To the best of counsel's knowledge, after due inquiry, there is no
litigation or governmental proceeding pending or threatened against, or
involving the Apartment Complex, the Partnership or any General Partner which
would materially adversely affect the condition (financial or otherwise) or
business of the Apartment Complex, the Partnership or any of the Partners of the
Partnership.

         (g) The Limited Partner and the Special Limited Partner have been
admitted to the Partnership as limited partners of the Partnership under South
Dakota law and are entitled to all of the rights of limited partners under the
Partnership Agreement. Except as described in the Partnership Agreement, no

                                      B-2


WNC Holding, LLC
c/o WNC & Associates, Inc.
______________, 200__
Page 3

person is a partner of or has any legal or equitable interest in the
Partnership, and all former partners of record or known to counsel have validly
withdrawn from the Partnership and have released any claims against the
Partnership arising out of their participation as partners therein.

         (h) Liability of the Limited Partner for obligations of the Partnership
is limited to the amount of the Limited Partner's capital contributions required
by the Partnership Agreement.

         (i) Neither the General Partner(s) of the Partnership nor the Limited
Partner nor the Special Limited Partner will have any liability for the Mortgage
represented thereby (as those terms are defined in the Partnership Agreement,
and the lender of the Mortgage Loan will look only to its security and the
proceeds of the HAP Contract in the Apartment Complex for repayment of the
Mortgage Loan.

         (j) The Partnership owns a fee simple interest in the Apartment
Complex.

         (k) To the best of our actual knowledge and belief, after due inquiry,
the Partnership has obtained all consents, permissions, licenses, approvals, or
orders required by all applicable governmental or regulatory agencies for the
development, rehabilitation and operation of the Apartment Complex, and the
Apartment Complex conforms to all applicable Federal, state and local land use,
zoning, health, building and safety laws, ordinances, rules and regulations.

         (l) The Apartment Complex has obtained a preliminary reservation of low
income housing tax credits ("LIHTC") from the State Agency. The final allocation
of the LIHTC and ultimately eligibility of the Apartment Complex for such final
allocation are subject to a series of requirements which must be met, performed
or achieved at various times prior to and after such final allocation. Assuming
all such requirements are met, performed or achieved at the time or times
provided by applicable laws and regulations, the Apartment Complex will qualify
for LIHTC.

         All of the opinions set forth above are qualified to the extent that
the validity of any provision of any agreement may be subject to or affected by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the rights of creditors generally. We do not express any opinion as to
the availability of any equitable or specific remedy upon any breach of any of
the covenants, warranties or other provisions contained in any agreement. We
have not examined, and we express no opinion with respect to, the applicability
of, or liability under, any Federal, state or local law, ordinance or regulation
governing or pertaining to environmental matters, hazardous wastes, toxic
substances or the like.


                                      B-3


WNC Holding, LLC
c/o WNC & Associates, Inc.
______________, 200__
Page 4


         We express no opinion as to any matter except those set forth above.
These opinions are rendered for use by the Limited Partner and its legal counsel
which will rely on this opinion in connection with federal income tax opinions
to be rendered by that firm. This opinion may not be delivered to or relied upon
by any other person or entity without our express written consent.

Sincerely,




- --------------------





















                                      B-4


                       EXHIBIT C TO PARTNERSHIP AGREEMENT

                           CERTIFICATION AND AGREEMENT

         CERTIFICATION AND AGREEMENT made as of the date written below by 505
West Main Limited Partnership, a South Dakota limited partnership (the
"Partnership"); Crane & Fowler Investments, L.L.C. (the "General Partner"); and
Michael A. Crane (the "Original Limited Partner") for the benefit of WNC
Holding, LLC, a California limited liability company (the "Investment
Partnership"), and WNC & Associates, Inc. ("WNC").

         WHEREAS, the Partnership proposes to admit the Investment Partnership
as a limited partner thereof pursuant to an Amended and Restated Agreement of
Limited Partnership of the Partnership (the "Partnership Agreement"), in
accordance with which the Investment Partnership will make substantial capital
contributions to the Partnership; and

         WHEREAS, the Investment Partnership and WNC have relied upon certain
information and representations described herein in evaluating the merits of
investment by the Investment Partnership in the Partnership;

         NOW, THEREFORE, to induce the Investment Partnership to enter into the
Partnership Agreement and become a limited partner of the Partnership, and for
$1.00 and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the Partnership, the General Partner and the
Original Limited Partner hereby agree as follows for the benefit of the
Investment Partnership and WNC.

         1.  Representations,  Warranties and Covenants of the Partnership,
             the General Partner and the Original Limited Partner

         The Partnership, the General Partner and the Original Limited Partner
jointly and severally represent, warrant and certify to the Investment
Partnership and WNC that, with respect to the Partnership, as of the date
hereof:

                  1.1 The Partnership is duly organized and in good standing as
a limited partnership pursuant to the laws of the state of its formation with
full power and authority to own its apartment complex (the "Apartment Complex")
and conduct its business; the Partnership, the General Partner and the Original
Limited Partner have the power and authority to enter into and perform this
Certification and Agreement; the execution and delivery of this Certification
and Agreement by the Partnership, the General Partner and the Original Limited
Partner have been duly and validly authorized by all necessary action; the
execution and delivery of this Certification and Agreement, the fulfillment of


                                      C-1


its terms and consummation of the transactions contemplated hereunder do not and
will not conflict with or result in a violation, breach or termination of or
constitute a default under (or would not result in such a conflict, violation,
breach, termination or default with the giving of notice or passage of time or
both) any other agreement, indenture or instrument by which the Partnership or
any General Partner or Original Limited Partner is bound or any law, regulation,
judgment, decree or order applicable to the Partnership or any General Partner
or Original Limited Partner or any of their respective properties; this
Certification and Agreement constitutes the valid and binding agreement of the
Partnership, the General Partner and the Original Limited Partner, enforceable
against each of them in accordance with its terms.

                  1.2 The General Partner has delivered to the Investment
Partnership, WNC or their affiliates all documents and information which would
be material to a prudent investor in deciding whether to invest in the
Partnership. All factual information provided to the Investment Partnership, WNC
or their affiliates either in writing or orally, did not, at the time given, and
does not, on the date hereof, contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading in light of the circumstances under which
they are made.

                  1.3 Each of the representations and warranties contained in
the Partnership Agreement is true and correct as of the date hereof.

                  1.4 Each of the covenants and agreements of the Partnership
and the General Partner contained in the Partnership Agreement has been duly
performed to the extent that performance of any covenant or agreement is
required on or prior to the date hereof.

                  1.5 All conditions to admission of the Investment Partnership
as the investment limited partner of the Partnership contained in the
Partnership Agreement have been satisfied.

                  1.6 No default has occurred and is continuing under the
Partnership Agreement or any of the Project Documents (as such term is defined
in the Partnership Agreement) for the Partnership.

                  1.7 The Partnership will allocate to the Limited Partner the
Projected Annual Tax Credits, or the Revised Projected Tax Credits, if
applicable.

                  1.8 The General Partner agrees to take all actions necessary
to claim the Projected Tax Credit, including, without limitation, the filing of
Form(s) 8609 with the Internal Revenue Service.


                                      C-2


                  1.9 No person or entity other than the Partnership holds any
equity interest in the Apartment Complex.

                  1.10 The Partnership has the sole responsibility to pay all
maintenance and operating costs, including all taxes levied and all insurance
costs, attributable to the Apartment Complex.

                  1.11 The Partnership, except to the extent it is protected by
insurance and excluding any risk borne by lenders, bears the sole risk of loss
if the Apartment Complex is destroyed or condemned or there is a diminution in
the value of the Apartment Complex.

                  1.12 No person or entity except the Partnership has the right
to any proceeds, after payment of all indebtedness, from the sale, refinancing,
or leasing of the Apartment Complex.

                  1.13 No General Partner is related in any manner to the
Investment Partnership, nor is any General Partner acting as an agent of the
Investment Partnership.

                  1.14 No event has occurred which would have a material adverse
change to the Limited Partner's investment.

         2.       Miscellaneous

                  2.1 This Certification and Agreement is made solely for the
benefit of the Investment Partnership and WNC, and their respective successors
and assignees, and no other person shall acquire or have any right under or by
virtue of this Agreement.

                  2.2 This Certification and Agreement may be executed in
several counterparts, each of which shall be deemed to be an original, all of
which together shall constitute one and the same instrument.

                  2.3 Capitalized terms used but not defined in this
Certification Agreement shall have the meanings given to them in the Partnership
Agreement.

                  2.4 WNC accepts the documentation provided and acknowledges
that the General Partner has complied with the due diligence documents request
list.







                                      C-3



         IN WITNESS WHEREOF, this Certificate and Agreement is made and entered
into as of the day of ____________, 2002.


PARTNERSHIP

505 West Main  Limited Partnership


By:      Crane & Fowler Investments, L.L.C.
         Managing General Partner

         By:      _____________________
                  Michael A. Crane,
                  Member



ORIGINAL LIMITED PARTNER



- -------------------------
Michael A. Crane




















                                      C-4


                       EXHIBIT D TO PARTNERSHIP AGREEMENT

                         FORM OF COMPLETION CERTIFICATE

                   (to be used when rehabilitation completed)


                             COMPLETION CERTIFICATE


The undersigned, an architect duly licensed and registered in the State of South
Dakota, has reviewed the final working plans and specifications for 505 West
Main Limited Partnership, a South Dakota limited partnership (the "Partnership")
in connection with the construction of improvements and renovation of certain
real property located in Vermillion, Clay County, South Dakota (the
"Improvements").

The undersigned hereby certifies (i) that the Improvements have been completed
in accordance with the aforesaid plans and specifications, (ii) that a permanent
certificate of occupancy and all other permits required for the continued use
and occupancy of the Improvements have been issued with respect thereto by the
governmental agencies having jurisdiction thereof, (iii) that the Improvements
are in compliance with all requirements and restrictions of all governmental
authorities having jurisdiction over the Improvements, including, without
limitation, all applicable zoning, building, environmental, fire, and health
ordinances, rules and regulations and (iv) to the best of my knowledge all
contractors, subcontractors and workmen who worked on the Improvements have been
paid in full except for normal retainages and amounts in dispute.


- -----------------------------------
Apartment Housing Architect

Date:  ____________________________


Confirmed by:


- -----------------------------------
General Partner

Date:  ____________________________















                                      D-1


                          EXHIBIT E TO THE PARTNERSHIP

                           [ACCOUNTANT'S CERTIFICATE]
                            [Accountant's Letterhead]



_______________, 200____


WNC Holding, LLC
c/o WNC & Associates, Inc.
3158 Redhill Ave., Suite 120
Costa Mesa, California 92626

RE:  Partnership
     Certification as to Amount
     of Eligible Tax Credit Base

Gentlemen:

In connection with the acquisition by WNC Holding, LLC (the "Limited Partner")
of a limited partnership interest in 505 West Main Limited Partnership, a South
Dakota limited partnership (the "Partnership") which owns a certain parcel of
land located in Vermillion, Clay County, South Dakota and improvements thereon
(the "Apartment Housing"), the Limited Partner has requested our certification
as to the amount of low-income housing tax credits ("Tax Credits") available
with respect to the Apartment Housing under Section 42 of the Internal Revenue
Code of 1986, as amended (the "Code"). Based upon our review of [the financial
information provided by the Partnership] of the Partnership, we are prepared to
file the Federal information tax return of the Partnership claiming annual Tax
Credits in the amount of $_______________, which amount is based on an eligible
basis (as defined in Section 42(d) of the Code) of the Apartment Housing of
$________________, a qualified basis (as defined in Section 42(c) of the Code)
of the Apartment Housing of $_________________ and an applicable percentage (as
defined in Section 42(b) of the Code) of _____%.

Sincerely,


- -------------------------











                                      E-1


                     EXHIBIT F TO THE PARTNERSHIP AGREEMENT

                           [CONTRACTOR'S CERTIFICATE]
                            [Contractor's Letterhead]

_______________, 200____

WNC Holding, LLC
c/o WNC & Associates, Inc.
3158 Redhill Avenue, Suite 120
Costa Mesa, California 92626

Re: 505 West Main  Limited Partnership

Dear Ladies and Gentlemen:

The undersigned Developers & Associates, Inc., (hereinafter referred to as
"Contractor"), has furnished or has contracted to furnish labor, services and/or
materials (hereinafter collectively referred to as the "Work") in connection
with the improvement of certain real property known as _______________ located
in Vermillion, Clay County, South Dakota (hereinafter known as the "Apartment
Housing").

Contractor makes the following representations and warranties regarding Work at
the Apartment Housing.

o    Work on said Apartment Housing has been performed and completed in
     accordance with the plans and specifications for the Apartment Housing.

o    Contractor acknowledges that all amounts owed pursuant to the contract for
     Work performed for 505 West Main Limited Partnership is paid in full.

o    Contractor acknowledges that 505 West Main Limited Partnership is not in
     violation with terms and conditions of the contractual documents related to
     the Apartment Housing.

o    Contractor warrants that all parties who have supplied Work for improvement
     of the Apartment Housing have been paid in full.

o    Contractor acknowledges the contract to be paid in full and releases any
     lien or right to lien against the above property.

The undersigned has personal knowledge of the matters stated herein and is
authorized and fully qualified to execute this document on behalf of the
Contractor.
                                   (NAME OF COMPANY)

                                   By:______________________________________

                                   Title:___________________________________



                                      F-1


                          EXHIBIT G TO THE PARTNERSHIP

                              DEPRECIATION SCHEDULE

Real Property: Use Modified Accelerated Cost Recovery System ("MACRS") 27.5 year
straight-line depreciation using the mid month convention or use MACRS
Alternative Depreciation System ("ADS") 40 year straight-line depreciation if
required pursuant to the Agreement. Real Property includes buildings and
building improvements.

Personal property: Use 5-year recovery period using mid-year 200% declining
balance, if it relates to residential real estate or use MACRS Alternative
Depreciation System ("ADS") 12 year straight-line depreciation if required
pursuant to the Agreement. Personal property related to commercial space must
use a 7-year recovery period using mid year 200% declining balance.

The following costs have a 5-year recovery period:
o    Removable appliances (not central climate control system equipment or water
     heaters)
o    Draperies, blinds and shades, if they would be reusable if removed
o    Carpeting, if its removal would not destroy the underlying floor
o    Vinyl flooring, if its removal would be easy and not destroy the underlying
     floor
o    Common area furnishings
o    Photocopy equipment
o    Calculators, adding machines
o    Typewriters
o    Computers
o    Wall coverings, if their removal would not destroy the underlying wall
o    Exit signs
o    Security systems (not fire protection system, sprinkler system, smoke
     detectors, or fire escapes)
o    Outdoor security lighting (not parking lot lighting)
o    Fire extinguishers
o    Decorative lighting and sconces (not light fixtures for central lighting)
o    Outdoor decorative lighting, such as that lighting signs
o    Telephone systems
o    Corridor handrails (not bathroom or stairway)
o    Raised floors to accommodate wirings in computer rooms

The following costs have a 7-year recovery period with a mid year 200% declining
balance:




                                      G-1



o    Office furnishings
o    Cabinets and shelving
o    Bulletin boards
o    Conference or meeting room movable partitions

A percentage of the development fee is also allowed in personal property. The
percentage is calculated by taking the ratio of personal property cost,
excluding development fee, to total development costs and multiplying the
development fee by the calculated ratio.

Land improvements Cost Recovery - Use 15-year recovery period using mid-year
150% declining balance or use MACRS Alternative Depreciation System ("ADS") 20
year straight-line depreciation if required pursuant to the Agreement. The
following costs have a 15-year recovery period. Items allowed in this section
are costs attributable to excavation, grading, and removing soil necessary to
the proper setting of buildings. Other costs allowable in this section are as
follows:

o    Roads and sidewalks
o    Concrete work (curb and gutter)
o    Fencing
o    Landscaping (including, but not limited to, trees and shrubs) around
     the building  which would be destroyed if the building
     were replaced
o    Decorative walls which are part of the landscaping
o    Parking lot (resurfacing it later is deducted as an expense)
o    Initial parking lot striping (restriping it later is deducted as an
     expense)
o    Street lights and signs
o    Signs which identify the property or provide directions
o    Parking lot lighting (not outdoor security lighting)
o    Playground equipment
o    Basketball court and backboard
o    Tennis courts
o    Swimming pools
o    Jogging trails
o    Flag pole
o    Wastewater treatment plant and lift station to handle raw sewage
o    Interest expense capitalized and related to any of the above costs
o    The prorata portion of the general contractor/construction company profit,
     overhead, and general requirements and conditions allocable to items with a
     15-year cost recovery period
o    The prorata portion of the developer fee, profit and overhead allocable to
     items with a 15-year cost recovery period




                                      G-2



Recovery of costs of sanitary sewer system and water utility/distribution
system, including the sewer system outside the buildings - the following costs
have a 20-year recovery period - 150% declining balance mid-year convention.

o    Fire hydrants
o    Manhole rings and covers
o    Watermeter
o    Gate valves
o    Flushing hydrants
o    Cast iron fittings
o    Valve boxes
o    Air release valves
o    Tapping sleeves
o    PVC water pipe (outside)
o    PVC sewer pipe (outside)
o    PVC sewer fittings






















                                      G-3




                     EXHIBIT H TO THE PARTNERSHIP AGREEMENT
                              REPORT OF OPERATIONS

                   QUARTER ENDED: ____________________, 200X


- -------------------------------------       -----------------------------------
LOCAL PARTNERSHIP:
- -------------------------------------       -----------------------------------

- -------------------------------------       -----------------------------------
GENERAL PARTNER:
- -------------------------------------       -----------------------------------
- -------------------------------------       -----------------------------------
FIRM NAME:
- -------------------------------------       -----------------------------------
- -------------------------------------       -----------------------------------
ADDRESS:
- -------------------------------------       -----------------------------------
- -------------------------------------       -----------------------------------
CITY, STATE, ZIP:
- -------------------------------------       -----------------------------------
- -------------------------------------       -----------------------------------
PHONE:
- -------------------------------------       -----------------------------------

- -------------------------------------       -----------------------------------
PROPERTY NAME:
- -------------------------------------       -----------------------------------
- -------------------------------------       -----------------------------------
ADDRESS:
- -------------------------------------       -----------------------------------
- -------------------------------------       -----------------------------------
CITY, STATE, ZIP:
                                            -----------------------------------
- -------------------------------------       -----------------------------------
RESIDENT MANAGER:
- -------------------------------------       -----------------------------------
- -------------------------------------       -----------------------------------
PHONE:
- -------------------------------------       -----------------------------------

- -------------------------------------       -----------------------------------
ACCOUNTANT:
- -------------------------------------       -----------------------------------
- -------------------------------------       -----------------------------------
FIRM:
- -------------------------------------       -----------------------------------
- -------------------------------------       -----------------------------------
ADDRESS:
- -------------------------------------       -----------------------------------
- -------------------------------------       -----------------------------------
CITY, STATE, ZIP:
- -------------------------------------       -----------------------------------
- -------------------------------------       -----------------------------------
PHONE:
- -------------------------------------       -----------------------------------

- ------------------------------------        -----------------------------------
MANAGEMENT COMPANY
- -------------------------------------       -----------------------------------
- -------------------------------------       -----------------------------------
ADDRESS:
- -------------------------------------       -----------------------------------
- -------------------------------------       -----------------------------------
CITY, STATE, ZIP:
- -------------------------------------       -----------------------------------
- -------------------------------------       -----------------------------------
PHONE:
- -------------------------------------       -----------------------------------
- -------------------------------------       -----------------------------------
CONTACT:
- -------------------------------------       -----------------------------------

- -------------------------------------------------------------------------------

                          (6) OCCUPANCY INFORMATION

A. Number of Apartment Units_____ Number of RA Units_____
                                                Number of Section 8 Tenants ____


B. Occupancy for the Quarter has: Increased ____ Decreased_____
                                                         Remained the Same _____



C. Number of:  Move-Ins ______   Move-Outs __________   % of Occupancy ______


D. Average length of tenant residency:   1-6 months ______   6-12 months ______

                                         1-3 years  ______   Over 4 years_____

E. Number of Basic rent qualified applicants on waiting list:  ________

F. If the  apartments  are less than 90% occupied,  please  explain why and
describe what efforts are being made to lease-up remaining units.

 ___________________________________________________________________________

G. On site manager:   Full Time__________  Part Time____________.

   If part-time, the number of hours per week_____________.



                                       H-1

                             OPERATIONAL INFORMATION

                Rent Schedule and Increases from Previous Quarter

                       Number     Monthly Rent       Rent Increases    Effective
                       of Units   Basic / Market    Amount    Percent    Date

1 Bedroom              ________   ______________    _________________  ________

2 Bedroom              ________   ______________    _________________  ________

3 Bedroom              ________   ______________    _________________  ________


                              PROPOSED MAINTENANCE

                                       Completed        Funded by
   Type                Description        or          Operations or     Amount
                                        Planned         Reserves
- ------------------------------------------------------------------------------
Interior Painting
- ------------------------------------------------------------------------------
Exterior Painting
- ------------------------------------------------------------------------------
Siding
- ------------------------------------------------------------------------------
Roofing
- ------------------------------------------------------------------------------
Drainage
- ------------------------------------------------------------------------------
Paving
- ------------------------------------------------------------------------------
Landscaping
- ------------------------------------------------------------------------------
Playground
- ------------------------------------------------------------------------------
Community Room
- ------------------------------------------------------------------------------
Laundry Room
- ------------------------------------------------------------------------------
Common Areas
- ------------------------------------------------------------------------------
Carpet
- ------------------------------------------------------------------------------
Appliances
- ------------------------------------------------------------------------------
Lighting
- ------------------------------------------------------------------------------
Other
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------

Please describe in detail any major repairs:

- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------

                                       H-2


                              CONDITION OF PROPERTY

THE OVERALL APPEARANCE OF THE BUILDING(S) IS:

Excellent                  Good                     Fair                Bad


THE OVERALL APPEARANCE OF THE GROUNDS IS:

Excellent                  Good                     Fair                 Bad


EXTERIOR CONDITION (Please Check Appropriate Box)
- ------------------------------------------------------------------------------
Type of Condition        Excellent       Good          Fair    Problems/Comments
- ------------------------------------------------------------------------------
Signage
- -------------------------------------------------------------------------------
Parking Lots
- -------------------------------------------------------------------------------
Office/Storage
- -------------------------------------------------------------------------------
Equipment
- -------------------------------------------------------------------------------
Community Building
- -------------------------------------------------------------------------------
Laundry Room
- -------------------------------------------------------------------------------
Benches/Playground
- -------------------------------------------------------------------------------
Lawns, Plantings
- -------------------------------------------------------------------------------
Drainage, Erosion
- -------------------------------------------------------------------------------
Carports
- -------------------------------------------------------------------------------
Fences
- -------------------------------------------------------------------------------
Walks/Steps/Guardrails
- -------------------------------------------------------------------------------
Lighting
- -------------------------------------------------------------------------------
Painting
- -------------------------------------------------------------------------------
Walls/Foundation
- -------------------------------------------------------------------------------
Roof/Flashing/Vents
- -------------------------------------------------------------------------------
Gutters/Splashblocks
- -------------------------------------------------------------------------------
Balconies/Patios
- -------------------------------------------------------------------------------
Doors Windows/Screens
- -------------------------------------------------------------------------------
Elevators
- -------------------------------------------------------------------------------


INTERIOR CONDITION
- -------------------------------------------------------------------------------
Stairs
- -------------------------------------------------------------------------------
Flooring
- -------------------------------------------------------------------------------
Doors/Cabinets/Hardware
- -------------------------------------------------------------------------------
Drapes/Blinds
- -------------------------------------------------------------------------------
Interior Painting
- -------------------------------------------------------------------------------
Refrig/Stoves/Sinks
- -------------------------------------------------------------------------------
Bathroom/Tubs/Showers
    Toilets
- -------------------------------------------------------------------------------

                                       H-3


                                FINANCIAL STATUS

A.     Replacement Reserve is:   Fully-funded     Under-funded      Amount
       (complete attached schedule)
       Tax/Insurance Escrow is:  Fully-funded     Under-funded      Amount
       (complete attached schedule)
       Property is operating at a:    Surplus      Deficit          Amount

       If deficit, General Partner funding?        Yes     No       Amount

       Mortgage Payments are:   On Schedule        Delinquent       Amount

       Are the taxes current?          Yes         No
       (please provide copy of paid tax bill)
       Is the insurance current?       Yes         No        Renewal Date
       (please provide copy of yearly renewal)

B.     Please note and explain any significant changes in the following:

       Administrative Expense       Increase        Decrease         Amount

       ------------------------------------------------------------------------

       ------------------------------------------------------------------------

       Repairs/Maintenance Expense  Increase        Decrease         Amount

       ------------------------------------------------------------------------

       ------------------------------------------------------------------------

       Utility Expense              Increase        Decrease         Amount

       ------------------------------------------------------------------------

       ------------------------------------------------------------------------

       Taxes/Insurance Expense      Increase        Decrease         Amount

       ------------------------------------------------------------------------

       ------------------------------------------------------------------------


C.     Do you anticipate making a return to owner distribution?   Yes      No


       Explanation:
       ------------------------------------------------------------------------

       ------------------------------------------------------------------------

D.     Please explain in detail any change in the financial condition:

       ------------------------------------------------------------------------

       ------------------------------------------------------------------------
E.     Any insurance claims files?  Yes______   No______
       If yes, please explain:
       ------------------------------------------------------------------------

       ------------------------------------------------------------------------

                                    H-4


                              SCHEDULE OF RESERVES

                            Replacement    Tax & Insurance    Other      Total


Beginning Balance:        -----------       ----------       -------    -------
Deposits:

       ----------         -----------       ----------       -------    -------

       ----------         -----------       ----------       -------    -------

       ----------         -----------       ----------       -------    -------

Total Deposits            -----------       ----------       -------    -------

Authorized Disbursements: -----------       ----------       -------    -------
       Description:

       ---------         -----------        ----------       -------    -------

       ---------         -----------        ----------       -------    -------

       ---------         -----------        ----------       -------    -------

       ---------         -----------        ----------       -------    -------

       ---------         -----------        ----------       -------    -------

       ---------         -----------        ----------       -------    -------

Total Disbursements:     -----------        ----------       --------    ------

Ending Balance: (1)      -----------        ----------       --------    ------

Required Balance:        -----------        ----------       --------    ------

Over/under funding:      -----------        ----------       --------    ------



Prepared By:                                        Date:
- -------------------------------------------------------------------------------
Firm:                                               Telephone:
- -------------------------------------------------------------------------------

Reminder: Please include the following documents:

              1. Completed Report of Operations
              2. Balance Sheet
              3. Statement of Income & Expenses
              4. Rent roll for quarter ending
              5. Tax Credit Compliance Report



                                       H-5


                          INITIAL TENANT CERTIFICATIONS
                       Partnership Name:-------------------

Fund: -------------------   Tax Credit Set-Asides Information:   Loan/Regulatory
Property Name: ----------   [ ] 20/50 or [  ] 40/60 Election     Set-Asides:
Address: ----------------   Does the 51% average apply?
         ----------------   [  ] Y [  ] N
         ----------------   Deeper Set-Aside __% @ 50% AMI
County:  ----------------


[ ] Multi-Family   [ ] Elderly           Management Company:--------------------
- ----Number of Apartment Units            Contact Person:------------------------
- ----Number of Exempt Units               Phone #:-------------------------------
- ----LIHTC Apartment Housing #

- -----------------------------------------------------------------------------
                                                                Gross
Unit  First Time   Move-in    # of                       # in   Income  Move-In
 #   Tenant Name    Date     Bdrms   Sq.Ft.   Set-Aside  Unit   Move-In  Limits
- -------------------------------------------------------------------------------
      BIN #        Certificate of Occupancy Date:
- -----------------------------------------------------------------------------

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

     BIN #          Certificate of Occupancy Date:
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
     BIN #           Certificate of Occupancy Date:
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------






                          INITIAL TENANT CERTIFICATIONS
                       Partnership Name:-------------------
(CONTINUED)

Tenant                                                               Tenant
Income       Income         Asset      Unit  Less Rent   Tenant      Utility
Qualified Verification  Verification   Rent   Subsidy   Payment     Allowance

- -------------------------------------------------------------------------------
YES
- -------------------------------------------------------------------------------
YES
- -------------------------------------------------------------------------------
YES
- -------------------------------------------------------------------------------
YES
- -------------------------------------------------------------------------------
YES
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
YES
- -------------------------------------------------------------------------------
YES
- -------------------------------------------------------------------------------
YES
- -------------------------------------------------------------------------------
YES
- -------------------------------------------------------------------------------
YES
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
YES
- -------------------------------------------------------------------------------
YES
- -------------------------------------------------------------------------------
YES
- -------------------------------------------------------------------------------
YES
- -------------------------------------------------------------------------------
YES
- -------------------------------------------------------------------------------




                          INITIAL TENANT CERTIFICATIONS
                       Partnership Name:-------------------
(CONTINUED)

     Tenant                   Tenant            Overall
Gross     Maximum             Rent              Tenant
Rent      Rent                Qualified         Eligible

- -------------------------------------------------------------------------------
                              YES               YES
- -------------------------------------------------------------------------------
                              YES               YES
- -------------------------------------------------------------------------------
                              YES               YES
- -------------------------------------------------------------------------------
                              YES               YES
- -------------------------------------------------------------------------------
                              YES               YES
- -------------------------------------------------------------------------------
                              YES               YES
- -------------------------------------------------------------------------------
                              YES               YES
- -------------------------------------------------------------------------------
                              YES               YES
- -------------------------------------------------------------------------------
                              YES               YES
- -------------------------------------------------------------------------------
                              YES               YES
- -------------------------------------------------------------------------------
                              YES               YES
- -------------------------------------------------------------------------------
                              YES               YES
- -------------------------------------------------------------------------------
                              YES               YES
- -------------------------------------------------------------------------------
                              YES               YES
- -------------------------------------------------------------------------------


                                       H-6


                     QUARTERLY TAX CREDIT COMPLIANCE REPORT
                      Property Name:----------------------


Quarter Ending: ---------   Tax Credit Set-Asides Information:   Loan/Regulatory
                            [ ] 20/50 or [  ] 40/60 Election     Set-Asides:
Address: ----------------   Does the 51% average apply?
         ----------------   [  ] Y [  ] N
         ----------------   Deeper Set-Aside __(List Details)
County:  ----------------

                       Allocation:              Management Company:-------------
                       Pre-1990 (Rent based on                     -------------
                         number of persons)     Contact Person:    -------------
[ ] Multi-Family       Elected to change
[ ] Elderly              # Bedrooms             Phone #:           -------------
- ---Number of           Post-1989 (Based on
   Apartment Units       number of Bedroom)     Fax #:             -------------
- ---Number of                                    Prepared by:       -------------
   Exempt Units
- ---LIHTC Apartment Housing #
- -----------------------------------------------------------------------------
                                                          Gross    Annual
Unit   Tenant    Move-in   # Of     Inc.   Set-  # in     Annual   Income
 #     Name      Date      Bdrms     %    Aside  Unit     Income   Limits
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------







                     QUARTERLY TAX CREDIT COMPLIANCE REPORT
                      Property Name:----------------------
(CONTINUED)


Annual   Tenant                                   Less
Recert.  Income      Income     Assets    Unit    Rent     Tenant
Date    Qualified   Verified   Verified   Rent   Subsidy   Payment

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------


                     QUARTERLY TAX CREDIT COMPLIANCE REPORT
                      Property Name:----------------------
(CONTINUED)


        Tenant              Tenant     Overall
Utility   Gross   Maximum    Rent       Tenat
Allow.    Rent    Rent    Qualified    Eligible

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

                                       H-7


                       TENANT TAX CREDIT COMPLIANCE AUDIT
                         Document Transmittal Checklist

Unit Number          Property Name                                   Date


Tenant Name                                               Completed By:


Initial [  ]        Annual [  ]
  Check Box for Type of Certification         Management Company


                                                   This Section For WNC Use Only
Check Documents Being Sent
                                                      Received.  Reviewed
___Internal Checklist or worksheet                    [   ]      [  ] ----------
___Initial - Rental Application/Rental Agreement      [   ]      [  ] ----------
___Initial - Questionnaire of Income/Assets           [   ]      [  ] ----------
___Recertification - Questionnaire of Income/Assets   [   ]      [  ] ----------
___Recertification - Addendum to Lease                [   ]      [  ] ----------
___Employment Verification                            [   ]      [  ] ----------
___Employment Termination Verification                [   ]      [  ] ----------
___Military  Verification                             [   ]      [  ] ----------
___Verification of Welfare Benefits                   [   ]      [  ] ----------
___Verification of Social Security Benefits           [   ]      [  ] ----------
___Verification of Disability Benefits                [   ]      [  ] ----------
___Unemployment Verification                          [   ]      [  ] ----------
___Verification of Unemployment Compensation          [   ]      [  ] ----------
___Verification Worksmen Compensation                 [   ]      [  ] ----------
___Retirement/Annuities Verification                  [   ]      [  ] ----------
___Verification of Veterans Pension                   [   ]      [  ] ----------
___Verification of Child Support                      [   ]      [  ] ----------
___Verification of Alimony Support                    [   ]      [  ] ----------
___Disposed of Assets Last 2 years                    [   ]      [  ] ----------
___Real Estate                                        [   ]      [  ] ----------
___Investment                                         [   ]      [  ] ----------
___Assets Verifications (savings, stocks etc.)        [   ]      [  ] ----------
___Trusts/with Current Tax Return                     [   ]      [  ] ----------
___Lump Sum Settlements                               [   ]      [  ] ----------
___Notarized Affidavit of Support                     [   ]      [  ] ----------
___Certification of Handicap                          [   ]      [  ] ----------
___Notarized Self-Employed-Tax Return                 [   ]      [  ] ----------
___Notarized statement of no income                   [   ]      [  ] ----------
___Tenant Certification                               [   ]      [  ] ----------




                          This Section For WNC Use Only

         YES  NO
         [  ] [  ]   Are all required forms completed?
         [  ] [  ]   Are all required forms dated?
         [  ] [  ]   Did the Manager and Tenant sign all documents?
         [  ] [  ]   Third party verification of income completed?
         [  ] [  ]   Third party verification of assets completed?
         [  ] [  ]   Are verifications completed for all members 18 years and
                     over?
         [  ] [  ]   Did all the members of the household 18 yrs. and
         [  ] [  ]   over sign all documents?
         [  ] [  ]   Is lease completed with a minimum of six months/ SRO
                     monthly?
         [  ] [  ]   Addendum completed?
         [  ] [  ]   Tenant Certification completed?
         [  ] [  ]   Are all members of the household full-time students?
         [  ] [  ]   Is utility allowance correct?
         [  ] [  ]   Is correct income limit being used?
         [  ] [  ]   Is correct rent limit being used?

                    For tenants with no income

         [  ] [  ]   Was notarized statement of no income obtained with tax
                     return?
         [  ] [  ]   or Were all sources verified (AFDC, Unemployment,
                     Soc. Sec., Disability)?










                                       H-8





                        TAX CREDIT COMPLIANCE MONITORING:
                              ANNUAL CERTIFICATION
         As General Partner of 505 West Main Limited Partnership, I hereby
certify as to the following:

     1. 505 West Main Limited  Partnership  owns a 40 unit  project  ("Apartment
Housing") in Vermillion, Clay County, South Dakota.

     2. An annual income certification (including supporting  documentation) has
been  received  from each tenant.  The income  certification  reflects  that the
tenant's income meets the income limitation  applicable to the Apartment Housing
pursuant to Section 42(g)(1) of the Internal Revenue Code ("Code").

     3. The Apartment  Housing  satisfies  the  requirements  of the  applicable
minimum set aside test as defined in Section 42(g)(1) of the Code.

     4. Each unit within the Apartment  Housing is rent restricted as defined in
Section 42(g)(2)of the Code.

     5. Each unit in the  Apartment  Housing is available for use by the general
public and not for use on a transient basis.

     6. Each  building in the  Apartment  Housing is suitable  for  occupancy in
accordance with local health, safety, and building codes.

     7.  During the  preceding  calendar  year,  there had been no change in the
eligible  basis,  as defined in Section 42(d)of the Code, of any building within
the Apartment Housing.

     8.  All  common  area  facilities  included  in the  eligible  basis of the
Apartment  Complex are provided to the tenants on a comparable  basis  without a
separate fee to any tenant in the Apartment Housing.

     9. During the preceding  calendar year when a unit in the Apartment Housing
became vacant  reasonable  attempts were made to rent that unit to tenants whose
incomes met the income  limitation  applicable to the Apartment Housing pursuant
to  Section  42(g)(1)  of the Code and while  that  unit was  vacant no units of
comparable  or smaller size were rented to tenants whose income did not meet the
income  limitation  applicable  to the  Apartment  Housing  pursuant  to Section
42(g)(1) of the Code.

     10. If the income of a tenant in a unit  increased  above the limit allowed
in Section 42  (g)(2)(D)(ii),  then the next  available  unit of  comparable  or
smaller  size was  rented to tenants  whose  incomes  met the income  limitation
applicable to the Apartment Housing pursuant to Section 42(g)(1) of the Code.

IN VERIFICATION OF THE FOREGOING ENCLOSED HEREWITH IS A COPY OF THE ANNUAL
INCOME CERTIFICATION RECEIVED FROM EACH TENANT IN THE PROJECT. UPON REQUEST I
WILL PROVIDE COPIES OF ALL DOCUMENTATION RECEIVED FROM THE TENANT TO SUPPORT
THAT CERTIFICATION.

         I declare under penalty of perjury under the law of the State of South
Dakota that the foregoing is true and correct.


         Executed this     day of            at              ,                 .
                       ---        ----------    -------------  ----------------



- ------------------------------------






                                      H-9


                      Calculation of Debt Service Coverage


                                      Month 1        Month 2       Month 3
                                    ------------   ------------  ------------

           INCOME

  Gross Potential Rent
  Other Income
  Vacancy Loss                      ------------   ------------  ------------
  Adjusted Gross Income             ------------   ------------  ------------

      OPERATING EXPENSES

  Utilities
  Maintenance
  Management Fee
  Administration
  Insurance
  Real Estate Taxes
  Other Expenses                    ------------   ------------  ------------
  Total Operating Expenses          ------------   ------------  ------------

  Net Operating Income (1)
  Accrual adjustments for:
              R/E Taxes
              Insurance
              Tax/ Accounting
              Other
  Replacement Reserves
                                    ------------   ------------  ------------
  Income for DSC Calculation        ============   ============  ============

  Stabilized Debt Service
                                    ------------   ------------  ------------

  Debt Service Coverage (2)
                                    ------------   ------------  ------------

Please submit this form along with the following supporting documentation:

Monthly Financial Reports (income statement, balance sheet, general ledger and
   rent rolls)
Operating Budget
Copies of bank statements.

(1) This number should reconcile easily with the monthly financial statements.

(2) The ratio between the Income for DSC calculation and Stabilized Debt
    Service. As example, a 1.15 DSC means that for every $1.00 of Stabilized
    Debt Service required to be paid there must be $1.15 of Net Operating Income
    available.




                                      H-10




                            DEVELOPMENT FEE AGREEMENT


         This Development Fee Agreement ("Agreement"), is entered into as of the
date written below by and between Crane & Fowler Investments, L.L.C.
("Developer") and 505 West Main Limited Partnership, a South Dakota limited
partnership ("Owner"). Developer and Owner collectively may be referred to as
the "Parties" or individually may be referred to as a "Party".

                                    RECITALS

         A. Owner has acquired the real property located in Vermillion, Clay
County, South Dakota, as more particularly described in Exhibit A attached
hereto and incorporated herein (the "Real Property").

         B. Owner intends to develop on the Real Property a 40 unit low-income
rental housing complex and other related improvements, which is intended to
qualify for federal low-income housing tax credits (the "Apartment Housing").

         C. Prior to the date of this Agreement Developer has performed
substantial development services with respect to the Apartment Housing as
specified in Section 2.3 of this Agreement. Developer has also agreed to oversee
the development of the Apartment Housing until all construction and renovation
work is completed and to provide certain services relating thereto. The Parties
recognize and acknowledge that the Developer is, and has been, an independent
contractor in all services rendered to, and to be rendered to, the Owner
pursuant to this Development Fee Agreement.

         D. Owner desires to commit its existing development agreement with
Developer into writing through this Development Fee Agreement for Developer's
services to manage, oversee, and complete development of the Apartment Housing.
Developer desires to commit its existing development agreement with Owner into
writing through this Development Fee Agreement and Developer is willing to
assign all development rights to the Apartment Housing to Owner, to undertake
performance of such development services, and to fulfill all obligations of the
Developer set forth in this Agreement, in consideration of Owner's restated
promise to pay to Developer the fee specified in this Agreement.

         NOW THEREFORE, in consideration of the foregoing recitals and the
mutual promises and undertakings in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Owner and Developer agree as follows.



                                       1


                                    SECTION I
                               CERTAIN DEFINITIONS

         As used in this Agreement, the following terms shall, when capitalized,
have the following meanings:

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Construction and Renovation documents" means the contract documents
between the Owner and the Lender pertaining to the acquisition and renovation of
the Apartment Housing.

         "Contractor" means Developers & Associates, Inc.

         "Department" means the South Dakota Housing Development Authority, the
agency responsible for the reservation and allocation of Tax Credits.

         "Development Fee" means the fee for development services described in
Section 2 of this Agreement.

         "Lender" means Security National Bank, which has committed to make a
loan to finance construction and renovation of the Apartment Housing.

         "Loan" means the loan to finance the acquisition and renovation of the
Apartment Housing, made to Owner by the Lender.

         "Partnership Agreement" shall mean the Amended and Restated Agreement
of Limited Partnership of 505 West Main Limited Partnership, a South Dakota
limited partnership.

         "Tax Credits" means the low-income housing tax credits found in Section
42 of the Code, and all rules, regulations, rulings, notices and other
promulgations thereunder.

                                    SECTION 2
                     ENGAGEMENT OF DEVELOPER; FEE; SERVICES

         2.1 Engagement; Term. Owner hereby confirms the engagement of Developer
to act as developer of the Apartment Housing, and to perform the various
covenants and obligations of the Developer under this Agreement. Developer
hereby confirms and accepts such engagement and agrees to perform fully and
timely each and every one of its obligations under this Agreement. The term of
such engagement shall commence on the date hereof and subject to the pre-payment
provisions of Section 3 shall expire on December 31, 2013.

         2.2 Development Fee. In consideration of Developer's prior activities
and Developer's agreement to provide development services during the term of
this Agreement, Owner agrees to pay the Developer a Development Fee in the
amount of $200,000 ("Development Fee"). The Development Fee shall be payable in
accordance with Section 3 of this Agreement.



                                       2


     2.3 Development Services.

     (a) Prior  Services.  Owner  acknowledges  that Developer has, prior to the
date  hereof,   performed  substantial  development  services  relating  to  the
Apartment  Housing.  Such  services  (the "Prior  Services")  have  included the
following.

          (1) Services Rendered Prior to the date of the Agreement.

               (A)  Developer has negotiated and conferred with the Contractor
and recommended to the Owner to enter into a construction and renovation
contract with the Contractor for the building of the Apartment Housing.

               (B) Developer  has:  estimated  the cost of  construction  and
renovation;  determined the construction and renovation period;  prepared a
monthly-estimated  construction and renovation chart reflecting the construction
and  renovation  services  required  each  month;  and  prepared  a  preliminary
construction and renovation budget.

               (C) Developer has reviewed the plans and specifications for
compliance with design criteria and construction and renovation contracts.

               (D) Developer has negotiated and conferred with public
authorities relating to traffic control, zoning, flood control and other matters
affecting  the development of the Apartment Housing.

               (E)  Developer has negotiated and conferred with an architect and
recommended to the Owner to execute an  architectural  contract for the planning
and design of the Apartment Housing.

               (F)  Developer has placed its own capital at risk in anticipation
of the Apartment Housing being constructed, leased and Tax Credits awarded.

          (2) Other Prior Services.

               (A) Developer has identified and recommended to Owner a
Construction Lender to obtain the Construction Loan.

               (B) Developer has  negotiated  and conferred  with an insurance
carrier to provide a builder's risk policy during construction.


                                       3


     (b) Future Services. Developer shall oversee construction and renovation of
the Apartment Housing on Owner's behalf, as provided in this Section  2.3(b)(1).
Owner shall allow  Developer  full access to the  Apartment  Housing  during the
construction  and  renovation  period.  Developer and  Developer's  agents shall
perform their work in a manner that minimizes  interference  with the management
and operation of the Apartment Housing.

          (1)  Developer  shall exert its best efforts to ensure that the
Contractor performs its obligations  under the Construction  and Renovation
documents in a diligent and timely manner.

          (2) Developer  shall  participate in and provide  assistance with
regard to pre-construction and renovation  conferences and pre-construction and
renovation documents, including drawings, specifications, contracts, and
schedules.

          (3)  Developer  shall review all  Construction  and  Renovation
documents, identify construction and renovation issues and participate in the
resolution of such issues.

          (4)  Developer shall review and approve subcontract bids received by
the Contractor.

          (5) Developer shall  establish and administer  field order and change
order procedures.

          (6) Developer shall coordinate performance of Owner's obligations
under the construction  and  renovation  phase for the  Apartment  Housing,
including the preparation of draw requests.

          (7) Developer shall attend construction and renovation progress
meetings at the Apartment Housing site to monitor  construction and renovation
progress and advise Owner and the Contractor  with respect to the resolution of
construction and renovation issues.

          (8) Developer shall review the Contractor's monthly pay applications.

          (9) Developer shall monitor the  Contractor's  progress with respect
to the approved Apartment Housing schedule and keep the Owner informed of all
pertinent Apartment Housing issues and construction and renovation progress.

          (10) Developer shall advise Owner with respect to relations
with engineers, architects, and other construction and renovation professionals.


                                       4


          (11) Developer shall be available for immediate response in
critical situations arising during the construction and renovation of the
Apartment Housing.

          (12) Developer shall  coordinate  relations with the City of Sioux
City and other  governmental  authorities  having jurisdiction over development
of the Apartment Housing.

     (c) Assignment of Development Rights. Developer hereby assigns to Owner all
rights to the  development of the Apartment  Housing,  including but not limited
to, all tangible and intangible rights arising with respect to the name 505 West
Main Limited  Partnership,  the design of the Apartment  Housing,  the plans and
specifications  for the  Apartment  Housing  and all  rights  arising  under the
agreements  with Apartment  Housing  architects,  engineers and other  Apartment
Housing design and construction and renovation professionals.

                                    SECTION 3
                            DEVELOPMENT FEE PAYMENTS

         3.1 Payment of Development Fee. The Development Fee shall be paid to
the Developer from capital contribution payments received by the Owner in
accordance with Section 9.2(b) of the Partnership Agreement. If the Development
Fee is not paid in full in accordance with Section 9.2(b) of the Partnership
Agreement then the balance of the Development Fee shall be paid from available
net operating income in accordance with the terms of Section 11.1 of the
Partnership Agreement, but in no event later than December 21, 2013. Also, if
the Development Fee is not paid in full in accordance with Section 9.2(b) of the
Partnership Agreement then the unpaid portion shall accrue interest at a rate
equal to the 5-year Treasury money market rate in effect as of the date of the
last capital contribution payment referenced in Section 7.2(b) of the
Partnership Agreement.

                                    SECTION 4
                                   TERMINATION

         Neither Party to this Agreement shall have the right to terminate this
Agreement prior to the expiration of the term without cause. Owner may terminate
this Agreement without further liability, for cause, which shall mean any one of
the following:

         (a) a material breach by Developer of its obligations under this
Agreement that is not cured within thirty (30) days after notice thereof (or, as
to any non-monetary obligations that is not reasonably capable of cure within 30
days, and provided that cure is commenced within 10 days of notice and
diligently pursued thereafter to completion, within such time as may reasonably
be necessary to complete such cure);


                                       5


         (b) a fraudulent or intentionally incorrect report by Developer to
Owner with respect to the Apartment Housing; or

         (c) any intentional misconduct or gross negligence by Developer with
respect to its duties under this Contract.

         Upon proper termination of this Agreement by Owner pursuant to this
Section 4, all rights of Developer to receive unearned Development Fees pursuant
to this Agreement with respect to services not yet performed shall terminate.
Developer shall receive the full Development Fee for Prior Services and shall
receive a portion of the Development Fee for Future Services based on the
percentage of completion of construction and renovation of the Apartment Housing
at the time of termination. Nothing in this Section 4 shall be deemed to prevent
Owner from bringing an action against Developer to recover fully all damages
resulting from any of the causes set forth in paragraphs (a), (b) or (c) above,
or to prevent Owner from contending in any action or proceeding that the Future
Services were not earned by Developer.

                                    SECTION 5
                               GENERAL PROVISIONS

         5.1 Notices. Notices required or permitted to be given under this
Agreement shall be in writing sent by registered or certified mail, postage
prepaid, return receipt requested, to the Parties at the following addresses, or
such other address as is designated in writing by the Party, the date of
registry thereof, or the date of certification receipt therefor being deemed the
date of such notice; provided, however, that any written communication
containing such information sent to a Party actually received by a Party shall
constitute notice for all purposes of this Agreement.

If to Developer:                    Crane & Fowler Investments, L.L.C.
                                    122 South Phillips Avenue, Suite 350
                                    Sioux Falls, South Dakota 57104


If to Owner:                        505 West Main Limited Partnership
                                    122 South Phillips Avenue Suite 350,
                                    Sioux Falls, South Dakota 57104

         5.2  Interpretation.

         (a) Headings. The section headings in this Agreement are included for
convenience only; they do not give full notice of the terms of any portion of
this Agreement and are not relevant to the interpretation of any provision of
this Agreement.


                                       6


         (b) Governing Law. The Parties intend that this Agreement shall be
governed by and construed in accordance with the laws of the state of South
Dakota applicable to contracts made and wholly performed within South Dakota by
persons domiciled in South Dakota.

         (c) Severability. Any provision of this Agreement that is deemed
invalid or unenforceable shall be ineffective to the extent of such invalidity
or unenforceability, without rendering invalid or unenforceable the remaining
provisions of this Agreement.

         5.3 Integration; Amendment. This Agreement constitutes the entire
agreement of the Parties relating to the subject matter hereof. There are no
promises, terms, conditions, obligations, or warranties other than those
contained herein. This Agreement supersedes all prior communications,
representations, or agreements, verbal or written, among the Parties relating to
the subject matter hereof. This Agreement may not be amended except in writing.

         5.4 Attorney' Fees. If any suit or action arising out of or related to
this Agreement is brought by any Party to any such document, the prevailing
Party shall be entitled to recover the costs and fees (including without
limitation reasonable attorneys' fees and costs of experts and consultants,
copying, courier and telecommunication costs, and deposition costs and all other
costs of discovery) incurred by such Party in such suit or action, including
without limitation to any post-trial or appellate proceeding.

         5.5 Binding  Effect.  This Agreement  shall bind and inure to the
benefit of, and be  enforceable  by, the Parties hereto and their respective
successors, heirs, and permitted assigns.

         5.6 Assignment. Neither Party may assign this Agreement without the
consent of the other Party. No assignment shall relieve any Party of liability
under this Agreement unless agreed in writing to the contrary.

         5.7 Third-Party Beneficiary Rights. No person not a Party to this
Agreement is an intended beneficiary of this Agreement, and no person not a
Party to this Agreement shall have any right to enforce any term of this
Agreement. Notwithstanding, the Parties acknowledge that WNC Holding, LLC shall
have the right to enforce any term of this Agreement.

         5.8 Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one agreement binding
on all the Parties, notwithstanding that all Parties are not signatories to the
same counterpart.

         5.9 Further Assurances. Each Party agrees, at the request of the other
Party, at any time and from time to time after the date hereof, to execute and
deliver all such further documents, and to take and forbear from all such
action, as may be reasonably necessary or appropriate in order more effectively
to perfect the transfers or rights contemplated herein or otherwise to confirm
or carry out the provisions of this Agreement.


                                       7


         5.10 Mandatory Arbitration. Any person enforcing this Agreement may
require that all disputes, claims, counterclaims, and defenses ("Claims")
relating in any way to this Agreement or any transaction of which this Agreement
is a part (the "Transaction"), be settled by binding arbitration in accordance
with the Commercial Arbitration Rules of the American Arbitration Association
and Title 9 of the U.S. Code. All claims will be subject to the statutes of
limitation applicable if they were litigated.

         If arbitration occurs, one neutral arbitrator will decide all issues
unless either Party's Claim is $100,000.00 or more, in which case three neutral
arbitrators will decide all issues. All arbitrators will be active South Dakota
State Bar members in good standing. In addition to all other powers, the
arbitrator(s) shall have the exclusive right to determine all issues of
arbitrability. Judgment on any arbitration award may be entered in any court
with jurisdiction.

         If either Party institutes any judicial proceeding relating to the
Transaction, such action shall not be a waiver of the right to submit any Claim
to arbitration. In addition, both Parties have the right before, during, and
after any arbitration to exercise any of the following remedies, in any order or
concurrently: (i) setoff, (ii) self-help repossession, (iii) judicial or
non-judicial foreclosure against real or personal property collateral, (iv)
provisional remedies, including injunction, appointment of receiver, attachment,
claim and delivery, and replevin.

         This arbitration clause cannot be modified or waived by either Party
except in a writing that refers to this arbitration clause and is signed by both
Parties.






                      [signatures begin on following page]



                                       8



         IN WITNESS WHEREOF, the Parties have caused this Development Fee
Agreement to be executed as of ___________________, 2002.


DEVELOPER:                          Crane & Fowler Investments, L.L.C.

                                    By:     _____________________
                                            Michael A. Crane,
                                            Member



OWNER:                              505 West Main  Limited Partnership

                                    By:     Crane & Fowler Investments, L.L.C.
                                            Managing General Partner

                                            By:      _____________________
                                                     Michael A. Crane,
                                                     Member



















                                       9




                                    EXHIBIT A



Parcel 1:
Lots 1 & 2 in Block 1, Jones Addition, City of Vermillion, Clay County, SD

Parcel 2:
Lots 9 & 10, less the North 95 feet of Lots 9 & 10, Block 1, Jones Addition,
Clay county, SD

Parcel 3:
Dean Tract 1, less the North 75 feet in the SW 1/4 of the SW 1/4 of the SW 1/4
of Section 13, Township 92 North, Range 52 West of the 5th P.M., all in the City
of Vermillion, Clay County, SD



















                                       1


                               GUARANTY AGREEMENT


         FOR VALUE RECEIVED, the receipt and sufficiency of which is hereby
acknowledged, and in consideration of the agreement of Crane & Fowler
Investments, L.L.C. (the "Developer") to permit deferral of the $200,000 due
from 505 West Main Limited Partnership a South Dakota limited partnership
("Debtor") to the Developer, the undersigned Guarantor(s), hereby
unconditionally guarantees the full and prompt payment when due, whether by
acceleration or otherwise of that certain Developer Fee from Debtor to the
Developer, evidenced by the Development Fee Agreement dated the even date
herewith, and incorporated herein by this reference. The foregoing described
debt is referred to hereinafter as the "Liabilities" or "Liability."

         The undersigned further agree to pay all expenses paid or incurred by
the Debtor or Developer in endeavoring to collect the Liabilities, or any part
thereof, and in enforcing the Liabilities or this Guaranty Agreement (including
reasonable attorneys' fees if collected or enforced by law or through an
attorney-at-law). The undersigned hereby represents and warrants that the
extension of credit or other financial accommodations by the Developer to Debtor
will be to the interest and advantage of the undersigned, and acknowledges that
this Guaranty Agreement is a substantial inducement to the Developer to extend
credit to Debtor and that the Developer would not otherwise extend credit to
Debtor.

         Debtor or Developer may, from time to time, without notice to or
consent of the undersigned, (a) retain or obtain a security interest in any
property to secure any of the Liabilities or any obligation hereunder, (b)
retain or obtain the primary or secondary liability of any party or parties, in
addition to the undersigned, with respect to any of the Liabilities and (c)
resort to the undersigned for payment of any of the Liabilities, whether or not
the Debtor or Developer shall have resorted to any property securing any of the
Liabilities or any obligation hereunder or shall have preceded against any other
party primarily or secondarily liable on any of the Liabilities.

         Debtor and Developer must mutually agree to (a) extend or renew for any
period this Agreement (whether or not longer than the original period) or alter
any of the Liabilities, (b) release or compromise any Liability of the
undersigned hereunder or any Liability of any other party or parties primarily
or secondarily liable on any of the Liabilities, or (c) release, compromise or
subordinate their title or security interest, or any part thereof, if any, in
all or any property now or hereafter securing any of the Liabilities or any
obligation hereunder, and permit any substitution or exchange for any such
property,


                                       1


         The undersigned hereby expressly waives: (a) notice of the existence or
creation of all or any of the Liabilities, (b) notice of any amendment or
modification of any of the instruments or documents evidencing or securing the
Liabilities, (c) presentment, demand, notice of dishonor and protest, (d) all
diligence in collection or protection of or realization upon the Liabilities or
any thereof, any obligation hereunder, or any security for any of the foregoing,
and (e) the right to require the Developer to proceed against Debtor on any of
the Liabilities, though nothing herein shall prevent the Developer from
proceeding against Debtor on any of the Liabilities.

         In the event any payment of Debtor to the Developer is held to
constitute a preference under the bankruptcy laws, or if for any other reason
the Developer is required to refund such payment or pay the amount thereof to
any other party, such payment by Debtor to the Developer shall not constitute a
release of Guarantor from any Liability hereunder, but Guarantor agrees to pay
such amount to the Developer upon demand and this Guaranty shall continue to be
effective or shall be reinstated, as the case may be, to the extent of any such
payment or payments.

         No delay or failure on the part of the Developer in the exercise of any
right or remedy shall operate as a waiver thereof, and no single or partial
exercise by the Developer of any right or remedy shall preclude other or future
exercise thereof or the exercise of any other right or remedy. No action of the
Developer permitted hereunder shall in any way impair or affect this Guaranty
Agreement. For the purpose of this Guaranty Agreement, the Liabilities of Debtor
to the Developer are guaranteed notwithstanding any right or power of Debtor or
anyone else to assert any claim or defense as to the invalidity or
unenforceability of any such obligation, and no such claim or defense shall
impair or affect the obligations of the undersigned hereunder.

         Any payment from Guarantor directly to Developer in accordance with
this Agreement shall be classified and booked as a non-refundable cost overrun
payment from Guarantor to Debtor in consideration of this Guaranty Agreement and
then a payment by Debtor to Developer in consideration of the Development Fee
Agreement.

         This Guaranty Agreement shall be binding upon the undersigned, and upon
the legal representatives, heirs, successors and assigns of the undersigned, and
may be enforced against them by the Debtor or Developer or their legal
representatives, heirs, successors and assigns.

         This Guaranty Agreement has been made and delivered in the state of
South Dakota and shall be construed and governed under South Dakota law.

         Whenever possible, each provision of the Guaranty Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Guaranty Agreement shall be prohibited by or
invalid under such law, such provision shall be ineffective to the extent of
such prohibition of invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Guaranty Agreement.


                                       2


         Whenever the singular or plural number, masculine or feminine or neuter
is used herein, it shall equally include the other where applicable. In the
event this Guaranty Agreement is executed by more than one guarantor, this
Guaranty Agreement and the obligations hereunder are the joint and several
obligation of all the undersigned.

         Guarantor consents to the jurisdiction of the courts in the State of
South Dakota and/or to the jurisdiction and venue of any United States District
Court in the State of South Dakota having jurisdiction over any action or
judicial proceeding brought to enforce, construe or interpret this Guaranty.
Guarantor agrees to stipulate in any such proceeding that this Guaranty is to be
considered for all purposes to have been executed and delivered within the
geographical boundaries of the State of South Dakota, even if it was, in fact,
executed and delivered elsewhere.

         IN WITNESS WHEREOF, the undersigned have hereunto caused this Guaranty
Agreement to be executed as of _______________________, 2002.

Signed, sealed and delivered                      GUARANTOR:
in the presence of:

- ----------------------------
Witness
                                                  --------------------------
- ----------------------------
Notary Public
My Commission Expires:
                                                  Address for Guarantor:
                                                  ---------------------
                                                  ---------------------
- ----------------------------                      ---------------------
(NOTARY SEAL)









                                       3


                   DEVELOPMENT, RENOVATION, CONSTRUCTION AND
                           OPERATING BUDGET AGREEMENT


         This Development, Renovation, Construction and Operating Budget
Agreement ("Agreement") is entered into as of the date written below by and
between 505 West Main Limited Partnership, a South Dakota limited Partnership
("Owner"), Crane & Fowler Investments, L.L.C., (the "Managing General Partner"),
WNC Holding, LLC, a California limited liability company ("Limited Partner") and
WNC Housing, L.P., a California limited Partnership ("Special Limited Partner").
Owner, Managing General Partner, Limited Partner and Special Limited Partner
collectively may be referred to as the "Parties" or individually may be referred
to as a "Party".

                                    RECITALS

     A. Owner has acquired 1.23 acres of land in Vermillion,  Clay County, South
Dakota (the "Real Property").

     B.  Owner  intends to  develop  on the Real  Property a 40 unit  low-income
rental  housing  complex and other  related  improvements  for family,  which is
intended to qualify for federal  low-income  housing tax credits (the "Apartment
Housing").

     C. On the even date  herewith  a  Partnership  agreement  for 505 West Main
Limited  Partnership  ("Partnership  Agreement") was entered into by and between
Crane & Fowler Investments,  L.L.C., and Sioux Falls Environmental  Access, Inc.
as the general partners (collectively,  the "General Partner"), WNC Hodling, LLC
as the limited partner and WNC Housing, L.P. as the special limited partner (the
Partnership  Agreement is  incorporated  herein by this reference as if the same
were reproduced in full and any capitalized  terms not defined in this Agreement
shall have the meaning as defined in the Partnership Agreement).

     D. The Parties  recognize and acknowledge  that the final  construction and
renovation cost determination  involves  substantial  negotiations with lenders,
contractors and governmental authorities.

     E. The Parties  recognize and  acknowledge  that a final  operating  budget
involves substantial negotiations with lenders and governmental authorities.

     F. Limited Partner's and Special Limited Partner's  decision to execute the
Partnership  Agreement is based, in part, on their  acceptance of the sources of
funds  available to acquire the Apartment  Housing,  the cost of construction or
renovation  of the  Apartment  Housing and the  operating  budget  necessary  to
provide a positive Debt Service Coverage.



                                       1


     Now Therefore,  in consideration of the foregoing recitals which are a part
of this Agreement,  the mutual promises and undertakings in this Agreement,  and
for other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, the Parties agree as follows.

         1. Source of Funds. Attached hereto as Exhibit "A" and incorporated
herein by this reference is the Apartment Housing Source of Funds. The Source of
Funds have been specified in the Partnership Agreement as the Mortgage, the
Capital Contribution of the General Partner, the Capital Contribution of the
Limited Partner and the Capital Contribution of the Special Limited Partner.
Unless expressly permitted in the Partnership Agreement, Consent of the Special
Limited Partner is required for any change to the Source of Funds.

         2. Development Budget. Attached hereto as Exhibit "B" and incorporated
herein by this reference is the Development Budget in an amount equal to
$_____________. Owner acknowledges and represents that the attached Development
Budget includes the total costs and expenses to acquire, develop, renovate and
construct the Real Property and the Apartment Housing.

         3. Construction Proforma. Attached hereto as Exhibit "C" and
incorporated herein by this reference is the Construction Proforma. Owner
acknowledges and represents that the attached Construction Proforma has been
reviewed by and approved by the Mortgage lender and any governmental authorities
if applicable. The Construction Proforma contains a list, by name, of all
subcontractors and material suppliers who will account for more than $25,000 of
the cost of construction or renovation of the Apartment Housing. Also included
is a trade payment breakdown specifying the cost of each classification of
construction and renovation requirements pursuant to Plans and Specifications
and the other Project Documents. In accordance with the Partnership Agreement,
if the construction and renovation costs exceed the sum of the Capital
Contributions, the proceeds of the Mortgage and the Development Fee, residual
receipts, and HUD supervised accounts, then the General Partner shall be
responsible for and shall be obligated to pay such deficiencies.

         4. Operating Proforma. Attached hereto as Exhibit "D" and incorporated
herein by this  reference  is the  Operating Proforma.  Owner  acknowledges and
represents that the attached  Operating  Proforma has been reviewed by and
approved by the Mortgage lender and any governmental authorities if applicable.

         5. Notices. Any notice given pursuant to this Agreement may be served
personally on the Party 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:



                                       2


         To the Managing
         General Partner:               Crane & Fowler Investments, L.L.C.
                                        122 South Phillips Avenue, Suite 350
                                        Sioux Falls, South Dakota 57104



         To the Limited Partner:        WNC Holding, LLC
                                        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

         6. Successors  and  Assigns.  All the terms and  conditions  of this
Agreement  shall be binding  upon and inure to the benefit of the successors and
assigns of the Parties.

         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.

         8. Captions.  Captions  to and  headings  of the  Sections  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.

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

         10. Governing Law.  This Agreement and its application shall be
governed by the laws of South Dakota.

         11. 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.


                                       3


         In Witness Whereof, this Development, Renovation, Construction and
Operating Budget Agreement is made and entered into as of ______________, 2002.

                                    MANAGING GENERAL PARTNER

                                    Crane & Fowler Investments, L.L.C.

                                    By:     _______________________
                                            Michael A. Crane
                                            Member


                                    LIMITED PARTNER

                                    WNC Holding, LLC

                                    By:     WNC & Associates, Inc.,
                                            General Partner

                                            By:      _________________________
                                                     David N. Shafer,
                                                     Executive Vice President


                                    SPECIAL LIMITED PARTNER

                                    WNC Housing, L.P.

                                    By:     WNC & Associates, Inc.,
                                            General Partner

                                            By:      ___________________________
                                                     David N. Shafer,
                                                     Executive Vice President


                                       4




                                    EXHIBIT A

     TO DEVELOPMENT, RENOVATION, CONSTRUCTION AND OPERATING BUDGET AGREEMENT

                                 SOURCE OF FUNDS





















                                       A




                                    EXHIBIT B

     TO DEVELOPMENT,RENOVATION, CONSTRUCTION AND OPERATING BUDGET AGREEMENT

                               DEVELOPMENT BUDGET






















                                       B




                                    EXHIBIT C

      TO DEVELOPMENT,RENOVATION CONSTRUCTION AND OPERATING BUDGET AGREEMENT

                              CONSTRUCTION PROFORMA























                                       C




                                    EXHIBIT D

     TO DEVELOPMENT, RENOVATION, CONSTRUCTION AND OPERATING BUDGET AGREEMENT

                               OPERATING PROFORMA




























                                       D



                   CONSTRUCTION COMPLETION, OPERATING DEFICIT,
                        AND TAX CREDIT GUARANTY AGREEMENT

         This Construction Completion, Operating Deficit and Tax Credit Guaranty
Agreement ("Agreement") is entered into this __ day of ______, 2002, by and
between _______________ ("Guarantor"), 505 West Main Limited Partnership (the
"Partnership"), and WNC Holding, LLC a limited liability company ("Limited
Partner"). Guarantor, the Partnership and Limited Partner collectively may be
referred to as the "Parties" or individually may be referred to as a "Party".

                                    RECITALS

         WHEREAS, on __________, 2002 a partnership agreement for the
Partnership (the "Partnership Agreement") was entered into by and between Crane
& Fowler Investments, L.L.C. as the general partner (collectively, the "General
Partner") and WNC Holding, LLC as the limited partner (the Partnership Agreement
is incorporated herein by this reference as if the same were reproduced in full
and any capitalized terms not defined in this Agreement shall have the meaning
as defined in the Partnership Agreement).

         WHEREAS, pursuant to the terms of the Partnership Agreement the General
Partner: (1) is required to guarantee the completion of construction of a 40
unit low to moderate income housing complex located in Vermillion, Clay County,
South Dakota, 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 constructed thereon ("Apartment Housing"); (2) is required to
guarantee the payment of all Operating Deficits incurred by the Partnership as a
result of the operations of the Apartment Housing; and (3) is required to
guarantee the annual allocation of tax credits to the Limited Partner.

         WHEREAS, the General Partner did not have the net worth, to the
satisfaction of the Limited Partner, to financially guarantee Completion of
Construction, Operating Deficits, or Tax Credit deficits.

         WHEREAS, the Limited Partner would not have entered into the
Partnership Agreement as a Limited Partner but for the agreement of Guarantor to
provide the financial funds necessary to obtain Completion of Construction, to
pay Operating Deficits and to pay Tax Credit deficits. Guarantor is an affiliate
of the General Partner and will therefore benefit from the acquisition by the
Limited Partner of a limited partnership interest in the Partnership.

         NOW THEREFORE, in consideration of the foregoing and the promises,
covenants and undertakings herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereto agree as follows:



                                       1


         SECTION 1. Guarantor hereby jointly and severally, along with the
General Partner (or any successors) guarantees to the Partnership and the
Limited Partner, as applicable, the prompt payment and full performance of the
provisions under Section 6.2, Section 6.3, Section 7.4(a), Section 7.4(b),
Section 7.4(d) and Section 7.4(f) of the Partnership Agreement, including all
modifications thereof, pursuant to and in accordance with the terms and
conditions set forth in the Partnership Agreement and in this Agreement.

         SECTION 2. Guarantor further agrees to pay all expenses paid or
incurred by the Partnership and/or Limited Partner in endeavoring to collect
Guarantor's obligations, or any part thereof, and in enforcing the provisions of
this Agreement, including reasonable attorneys' fees if collected or enforced by
law or through an attorney-at-law.

         SECTION 3. No delay or failure on the part of the Partnership or
Limited Partner in the exercise of any right or remedy shall operate as a waiver
thereof, and no single or partial exercise by the Partnership of any right or
remedy shall preclude other or future exercise thereof or the exercise of any
other right or remedy. No action of the Partnership permitted hereunder shall in
any way impair or affect this Agreement. For the purpose of this Agreement,
Guarantor's obligations are guaranteed notwithstanding any right or power of
anyone else to assert any claim or defense as to the invalidity or
unenforceability of any such obligation, and no such third party claim or
defense shall impair or affect the obligations of Guarantors hereunder.

         SECTION 4. This Agreement shall be binding upon the Parties, and upon
their legal representatives, heirs, successors and assigns.

         SECTION 5. This Agreement has been made and delivered in the State of
South Dakota and shall be construed and governed under South Dakota law.

         SECTION 6. Whenever possible, each provision of the Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid under
such law, such provision shall be ineffective to the extent of such prohibition
or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.

         SECTION 7. The Parties recognize and acknowledge, and Guarantor agrees
and consents, that if 505 West Main Limited Partnership does not take legal
action to enforce this Agreement, if and when by the terms of this Agreement it
is enforceable, then the Limited Partner, may on its own behalf and in its own
name commence legal proceedings to enforce the terms of this Agreement.

         SECTION 8. Whenever the singular or plural number, masculine or
feminine or neuter is used herein, it shall equally include the other where
applicable.


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         SECTION 9. 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 10. The Parties consent to the jurisdiction and venue of the
courts of Davison County in the State of South Dakota and/or to the jurisdiction
and venue of any United States District Court in the State of South Dakota
having jurisdiction over Davison County in any action or judicial proceeding
brought to enforce, construe or interpret this Agreement. The Parties agree to
stipulate in any such proceeding that this Agreement is to be considered for all
purposes to have been executed and delivered within the geographical boundaries
of the State of South Dakota, even if it was, in fact, executed and delivered
elsewhere.









                       [signature begin on following page]
















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         IN WITNESS WHEREOF, the Parties hereto have set their hands and seals
this __________ day of _________________, 2002.


                                   GUARANTOR:

                                   --------------------


                                   PARTNERSHIP:

                                   505 West Main Limited Partnership

                                   By:      Crane & Fowler Investments,
                                            L.L.C., Managing General Partner

                                            By:      _____________________
                                                     Michael A. Crane,
                                                     Member

                                   LIMITED PARTNER:

                                   WNC Holding, LLC

                                   By:      WNC & Associates, Inc.
                                            Managing Member


                                            By:  ____________________
                                                     David N. Shafer,
                                                     Executive Vice President





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            EXHIBIT A TO CONSTRUCTION COMPLETION, OPERATING DEFICIT,
                        AND TAX CREDIT GUARANTY AGREEMENT

                                LEGAL DESCRIPTION


Parcel 1:
Lots 1 & 2 in Block 1, Jones Addition, City of Vermillion, Clay County, SD

Parcel 2:
Lots 9 & 10, less the North 95 feet of Lots 9 & 10, Block 1, Jones Addition,
Clay county, SD

Parcel 3:
Dean Tract 1, less the North 75 feet in the SW 1/4 of the SW 1/4 of the SW 1/4
of Section 13, Township 92 North, Range 52 West of the 5th P.M., all in the City
of Vermillion, Clay County, SD
























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