Escrow Agreement

Second Amended and Restated

                         SECOND AMENDED AND RESTATED
                            ESCROW AGREEMENT

	This Second Amended and Restated Escrow Agreement (the 
"Agreement") is entered into by and among Harrisonville Heights, 
L.P., a Missouri limited partnership (the "Partnership"); Fairway 
Management, Inc., a Missouri corporation ("the "Management 
Agent"); Boston Capital Corporate Tax Credit Fund V, A Limited 
Partnership, a Massachusetts limited partnership (the "Class A 
Limited Partner"); and Boone County National Bank, a Missouri 
banking corporation (the "Escrow Agent").  Capitalized terms used 
herein and not otherwise defined shall have the meanings set 
forth in the Second Amended and Restated Agreement of Limited 
Partnership of the Partnership dated effective as of 
January 1, 1998 (the "Partnership Agreement").  This Agreement 
amends and restates in its entirety the Amended and Restated 
Escrow Agreement dated effective as of October 1, 1996 previously 
entered into by and among the Partnership, the Class A Limited 
Partner and the Escrow Agent.

	WHEREAS, subject to the terms and conditions of the 
Partnership Agreement, the Class A Limited Partner has agreed to 
make a Basic Capital Contribution of $1,257,866 in consideration 
of its admission to the Partnership as a limited partner thereof;

	WHEREAS, pursuant to the terms of the Second Amended and 
Restated Management Incentive Agreement dated effective as of 
January 1, 1998 (the "Management Incentive Agreement"), the 
Management Agent has the right to earn a Management Incentive Fee 
during each of the Measurement Years (as defined in the 
Management Incentive Agreement);

	WHEREAS, the Class A Limited Partner has an obligation under 
Section 6.12(e) of the Partnership Agreement to make a 
Conditional Capital Contribution to the Partnership in the amount 
necessary to permit the Partnership to fund the Escrow Account 
pursuant to the terms and conditions of the Management Incentive 
Agreement;

	WHEREAS, the amount of Conditional Capital Contribution 
which is required to be made to the Partnership  by the Class A 
Limited Partner is $118,465 and said amount (hereinafter referred 
to as the "Escrowed Funds") will be held by the Escrow Agent 
pursuant to the terms of this Escrow Agreement in order to 
provide the funds necessary to pay the Management Incentive Fee 
as it is earned by the Management Agent;

	WHEREAS, the Class A Limited Partner has agreed to provide 
the Escrowed Funds in order to secure its obligation to fund the 
Conditional Capital Contribution;

	WHEREAS, the Class A Limited Partner, the Management Agent 
and the Partnership agree that the Escrow Agent shall act as the 
depository for the receipt, safe-keeping and disbursement of the 
Escrowed Funds; and

	WHEREAS, the Escrow Agent hereby agrees to act as the 
depository for the receipt, safe-keeping and disbursement of the 
Escrowed Funds pursuant to the terms and provisions of this 
Escrow Agreement.

	NOW, THEREFORE for good and valuable consideration the 
receipt and sufficiency of which are hereby acknowledged, it is 
hereby agreed as follows:

(i) The Class A Limited Partner hereby agrees to wire the 
Escrowed Funds to the Escrow Agent within three (3) 
business days of the Partnership's meeting the payment 
obligations for the Second Installment as set forth in 
Article V of the Partnership Agreement.  The Escrowed 
Funds will be wired pursuant to the following 
instructions:

 Wire to:	Boone County National Bank
          8th and Broadway
          P.O. Box 678
          Columbia, Missouri 65205
          Attention:  James L. Bornhauser, Vice President

 ABA No.:	081500859

 For Deposit to:

 Account Name:	Boston Capital Corporate Tax Credit 
               Fund V, A Limited Partnership/Harrisonville 
  	            Heights, L.P.

 Account No.:	1027530

(ii) The Escrow Agent hereby agrees to carry out the 
provisions of this Agreement pursuant to the terms set 
forth herein.  Furthermore, the Escrow Agent hereby 
agrees to deposit the Escrowed Funds in an interest 
bearing money-market account, said interest to be 
payable to the Management Agent during each of the 
years of the Non-Accrual Period (as defined in the 
Management Incentive Agreement) and to the recipient of 
the Escrowed Funds during each Measurement Year (as 
defined in the Management Incentive Agreement) at the 
times and as more fully specified in the Management 
Incentive Agreement.  The Partnership hereby agrees to 
pay any fees which may be charged by the Escrow Agent 
in consideration of the services provided by the Escrow 
Agent hereunder.  The federal taxpayer identification 
number of the Management Agent (#43-1681075) shall be 
used to report any interest income payable with respect 
to the Escrowed Funds during the term of this 
Agreement, all as specified in the Management Incentive 
Agreement; provided, however, in the event that in any 
year accrued interest is actually paid to the Class A 
Limited Partner, then the Escrow Agent shall report 
such interest to the Internal Revenue Service as 
interest income payable to the Class A Limited Partner 
and not the Management Agent.  

(iii) The following annual payment conditions (the "Annual 
Payment Conditions") have been established by the 
Partnership for the release to the Management Agent of 
the portion of the Management Incentive Fee due in each 
Measurement Year:

(a) The Partnership must have paid during such 
Measurement Year the guaranteed portion of the 
"Asset Management Fee" (as such term is defined in 
the Partnership Agreement) for each Fiscal Year 
(as defined in the Management Incentive Agreement) 
all or part of which is included in such 
Measurement Year, and such fee shall have been 
paid for each Fiscal Year all or part of which is 
included in such Measurement Year.

(b) Operating revenues of the Partnership for such 
Measurement Year shall have been applied to fund 
any required annual payments to reserve accounts 
specified under the Management Agreement, the 
Partnership Agreement or any other "Project 
Document" (as such term is defined in the 
Partnership Agreement).

(c) There shall have been: (i) successful completion 
of all Apartment Complex maintenance inspections 
required by any Lender or government agency; and 
(ii) completion of all required Apartment Complex 
maintenance.

(d) There must be timely filing of all compliance 
reports required by any state or federal 
government agencies having jurisdiction over the 
Apartment Complex; provided, however, that in the 
event that any such report is not timely filed as 
a result of the failure of such agency to 
effectively provide notice of the nature, form, 
content or timing of a required report, the 
Management Agent shall have a reasonable time 
following any notice to the Partnership by such 
agency to cure such failure, provided that such a 
cure is permitted by such agency without penalty 
upon the Apartment Complex or the Partnership.

(e) The average Occupancy Ratio (as defined in the 
Management Incentive Agreement) for the Apartment 
Complex during the Measurement Year must equal or 
exceed 85%, or if such occupancy is less than 85%, 
then the average Occupancy Ratio must equal or 
exceed the average Occupancy Ratio for similar 
apartment developments in the same geographical 
area as the Apartment Complex during said 
Measurement Year.

 For purposes of this paragraph (iii), operating 
revenues shall be deemed to include rents, 
interest and other amounts actually received by 
the Partnership in the ordinary course of 
business, and insurance, casualty or other 
payments actually received by the Partnership as a 
result of casualty, natural disaster, condemnation 
or other business interruption.  Also, for 
purposes of this paragraph (iii), subordinated 
loans may be applied to fund items otherwise 
required to be funded by operating revenues 
pursuant to paragraph (a) through (c) above.

  If in any of the Measurement Years the Annual 
Payment Conditions for release to the Management 
Agent of the portion of the Management Incentive 
Fee attributable to such Measurement Year are not 
met, then the Escrow Agent shall promptly return 
such portion of the Escrowed Funds (plus accrued 
interest thereon) to the Class A Limited Partner.
(iv) The Management Agent will provide each of the Class A 
Limited Partner, the Partnership and the Escrow Agent 
with an annual payment certification during each of the 
Measurement Years (the "Annual Payment Certification") 
which indicates whether or not all of the Annual 
Payment Conditions have been met for the Measurement 
Year at issue.  The Management Agent agrees that it 
will forward each Annual Payment Certification to the 
Class A Limited Partner by both United States mail and 
by facsimile transmission on the date of issuance of 
each Annual Payment Certification.  The Partnership, 
the Management Agent and the Escrow Agent also agree 
that the Class A Limited Partner and the Partnership 
shall have ten (10) business days from their receipt of 
any Annual Payment Certification to notify the Escrow 
Agent in writing (facsimile transmission being 
acceptable for this purpose) of any objections they may 
have to the release of any portion of the Escrowed 
Funds pursuant to the Annual Payment Certification.
(v) Assuming that no written objection to any release has 
been delivered to the Escrow Agent by the Class A 
Limited Partner and/or the Partnership within ten (10) 
business days of their receipt of any Annual Payment 
Certification, the Escrow Agent hereby agrees to 
promptly disburse Escrowed Funds in an amount equal to 
$11,846.50 plus the accrued interest on funds held in 
the Escrow Account as of the last day in each 
Measurement Year (after such ten (10) business day 
waiting period) to either the Management Agent or the 
Class A Limited Partner, as indicated in the Annual 
Payment Certification, pursuant to instructions to be 
provided by the Management Agent in the Annual Payment 
Certification during each of the Measurement Years.  If 
the Escrow Agent receives written objection from the 
Class A Limited Partner and/or the Partnership with 
respect to any release of Escrowed Funds, then the 
Escrow Agent shall continue to hold such Escrowed Funds 
in escrow until such time as it receives written 
authorization from the Partnership and the Class A 
Limited Partner as to the release of such Escrowed 
Funds.  Any dispute between the Partnership, the 
Management Agent and the Class A Limited Partner with 
respect to the release of Escrowed Funds which cannot 
be resolved by such parties shall be settled by 
arbitration in accordance with the arbitration rules of 
the American Arbitration Association.  The expenses of 
arbitration shall be born equally by the Partnership, 
the Management Agent and the Class A Limited Partner 
and the decision of the arbitrator shall be final and 
binding.  Any and all Escrowed Funds disbursed to the 
Management Agent pursuant to this Agreement shall be 
deemed to have been contributed as Conditional Capital 
Contribution made by the Class A Limited Partner to the 
Partnership, the proceeds of which then being deemed as 
applied by the Partnership to fund the Management 
Incentive Fee, all pursuant to the Management Incentive 
Agreement and Section 6.12(e) of the Partnership 
Agreement.

(vi) The Partnership, the Management Agent and the Class A 
Limited Partner hereby agree that the Escrow Agent has 
no duty to determine any controversy which may arise 
between the Partnership, the Management Agent and/or 
the Class A Limited Partner.  With respect to any 
release of Escrowed Funds hereunder, the Escrow Agent 
is to rely solely and exclusively without any further 
investigation on the written instructions provided to 
the Escrow Agent by the Management Agent in the Annual 
Payment Certification, except as provided in the second 
sentence of paragraph (v) above.  The Partnership, the 
Management Agent and the Class A Limited Partner agree 
that the Escrow Agent will not be held liable for 
following any written instructions provided by the 
Management Agent in the Annual Payment Certification 
(except as provided in the second sentence of paragraph 
(v) above) with respect to the release of the Escrowed 
Funds which are not objected to in a timely manner by 
the Class A Limited Partner or the Partnership.
  The Partnership, the Management Agent and the Class A 
Limited Partner also hereby agree that the Escrow Agent 
is not a party to or bound by any provision of the 
Partnership Agreement or any other agreement which may 
have formed the basis for this Escrow Agreement or any 
other agreement between the Partnership, the Management 
Agent and the Class A Limited Partner or any third 
party, and the Escrow Agent's duties are limited to the 
duties as Escrow Agent hereby expressly undertaken.
(vii) Notwithstanding any other provision of this Agreement 
to the contrary, if the Escrow Agent has been notified 
in writing by the Class A Limited Partner that a 
repurchase event has taken place under the Partnership 
Agreement, then the Escrow Agent shall promptly return 
the Escrowed Funds (plus all accrued interest thereon) 
to the Class A Limited Partner pursuant to instructions 
to be provided to the Escrow Agent by the Class A 
Limited Partner.

(viii) The parties hereto agree that this Agreement shall 
terminate on March 31, 2011.  If any portion of the 
Escrowed Funds (plus accrued interest thereon) shall 
not have been released to the Management Agent or the 
Class A Limited Partner by March 31, 2011, then the 
Escrow Agent shall promptly return any such Escrowed 
Funds (plus accrued interest thereon) to the Class A 
Limited Partner.

(ix) Notwithstanding the foregoing provisions of this Escrow 
Agreement, the Partnership, the Management Agent and 
the Class A Limited Partner shall have the right from 
time to time and at any time to remove the Escrow Agent 
as the "Escrow Agent" pursuant to this Agreement and to 
appoint another Escrow Agent which is mutually 
acceptable to the Partnership, the Management Agent and 
the Class A Limited Partner.  Furthermore, the 
Partnership, the Management Agent and the Class A 
Limited Partner may from time to time amend the terms 
of this Escrow Agreement without the consent of the 
Escrow Agent.  However, if the Escrow Agent does not 
consent to the terms and conditions of such amendment, 
then the Escrow Agent may promptly resign and deliver 
the Escrowed Funds to the Class A Limited Partner or to 
such other successor Escrow Agent as shall have been 
appointed by the Partnership, the Management Agent and 
the Class A Limited Partner at such time or times.   

(x) It is hereby agreed that this Agreement may be executed 
in several counterparts, all of which shall constitute 
one and the same instrument.

	IN WITNESS WHEREOF, the undersigned have executed this 
Agreement effective as of the 1st day of January, 1998.

PARTNERSHIP:                          CLASS A LIMITED PARTNER:

HARRISONVILLE HEIGHTS, L.P.           BOSTON CAPITAL CORPORATE TAX          
                                      CREDIT FUND V, A LIMITED
By:  	Jeffrey E. Smith Partnerships,  PARTNERSHIP
     	L.C., its General Partner

	     By:/s/Patt Bess                 By:  BCCTC Associates V Limited
	        Pat Bess, Vice President          Partnership, its general partner

ESCROW AGENT:                              By:  BCCTC Associates V, LLC, its
                                                general partner
BOONE COUNTY NATIONAL BANK
                                                By: BCCTC Associates V, Inc.
      By:/s/James L. Bornhauser                     its manager
   	     James L. Bornhauser, Vice
         President
                                                    By:  /s/Bonnie Kate Fox
                                                         Attorney-In-Fact for
                                                         John P. Manning,
                                                         President

                                             MANAGEMENT AGENT:

                                             FAIRWAY MANAGEMENT, INC.

                                             By: /s/Patt Bess
                                                 Pat Bess, Vice President