8-K

SECURITIES AND EXCHANGE COMMISSION  
  
Washington, D.C.  20549  
  
  
F O R M  8-K  
  
  
Current Report  
Pursuant to Section 13 or 15(d) of  
The Securities Exchange Act of 1934  
  
  
  
  
Date of Report (Date of earliest event reported)  February 25, 1997	  
  
           BOSTON CAPITAL TAX CREDIT FUND IV L.P.	  
     (Exact name of registrant as specified in its charter)	  
  
  
                            Delaware                               	  
	  
         (State or other jurisdiction of incorporation)  
  
  
    33-70564                             04-3208648              	   
(Commission File Number)          (IRS Employer Identification No. )  
  
  
  
c/o Boston Capital Partners, Inc.,  
One Boston Place, Boston, Massachusetts            02108-4406              
	  (Address of principal executive offices)       (Zip Code)  
  
  
Registrant's telephone number, including area code (617) 624-8900	  
  
		None			  
 (Former name or former address, if changed since last report)  
  
  
  
  
  
Item 5.  Other Events  
  
	On February 25, 1997, Boston Capital Tax Credit Fund IV L.P., a   
Delaware   
limited partnership, specifically Series 26 thereof (the "Partnership")   
completed various agreements relating to Byam Limited Partnership, a   
Connecticut limited partnership (the "Operating Partnership"), including   
an   
Amended and Restated Agreement of Limited Partnership of the Operating   
Partnership dated February 25, 1997 (the "Operating Partnership   
Agreement"),   
pursuant to which the Partnership acquired a limited partner interest in   
the   
Operating Partnership.  Capitalized terms used and not otherwise defined   
herein have their meanings set forth in the Operating Partnership   
Agreement, a   
copy of which is attached hereto as Exhibit (2)(a).    
  
	The Operating Partnership owns and is currently renovating an   
apartment   
complex located at 1782 Meriden Road in Waterbury, Connecticut, which is   
known   
as Byam Village Apartments (the "Apartment Complex").  The Apartment   
Complex   
will consist of eight (8) 1-bedroom apartment units, thirty (30) 2-  
bedroom   
apartment units and eight (8) 3-bedroom apartment units, for a total of   
forty-  
six (46) apartment units.  Renovation of the Apartment Complex is   
expected to   
be substantially completed by March, 1998 and the Apartment Complex is   
expected to achieve 100% occupancy by April, 1998.  
  
	The Operating Partnership acquired the Apartment Complex from Byam   
Village Limited Partnership, a Connecticut limited partnership (the   
"Seller")   
in connection with a Chapter 11 bankruptcy proceeding involving   
Carabetta   
Enterprises, Inc., a Connecticut corporation ("Carabetta Enterprises"),   
the   
general partner of the Seller and Joseph F. Carabetta.  The sale of the   
Apartment Complex was approved pursuant to a consent order issued by the   
United States Bankruptcy Court, District of Connecticut, Bridgeport   
Division.    
Carabetta Management, Inc., a subsidiary of Carabetta Enterprises, will   
continue to serve as the Management Agent for the Apartment Complex and   
Meriden Housing Preservation Limited Partnership, the Class A Limited   
Partner   
of the Operating Partnership, will be comprised of employees of   
Carabetta   
Enterprises and/or relatives of Mr. Carabetta.  The General Partner does   
not   
believe that the ongoing bankruptcy proceeding involving Carabetta   
Enterprises   
and Mr. Carabetta will have any impact on the Operating Partnership or   
the   
Apartment Complex.  
  
	Financing for the Apartment Complex will consist of three   
components,   
each of which will be provided by the Connecticut Housing Finance   
Authority   
("CHFA").  The concurrent first mortgage provided by CHFA in the   
aggregate   
amount of $1,670,000 will have a portion ($900,000) which bears interest   
at   
6.75% over a 7-year term and the remaining portion ($770,000) which   
bears   
interest at 7.75% over a 30-year term.  The final component of the CHFA   
financing is a second mortgage (preservation loan) in the amount of   
$80,000   
which accrues interest for 30 years at a rate of 6% per annum over a 60-  
year   
term.  
  
	100% of the apartment units (46 units) in the Apartment Complex   
are   
believed to qualify for the low-income housing tax credit (the "Tax   
Credits")   
under Section 42 of the Internal Revenue Code of 1986, as amended (the   
"Code").  
  
	The General Partner of the Operating Partnership is Byam Village   
of   
Massachusetts LLC, a Connecticut limited liability company (the "General   
Partner") whose sole members are First Atlantic Housing, Inc., a   
Massachusetts   
corporation ("FAHI"), BCP Connecticut Properties Limited Partnership, a   
Massachusetts limited partnership ("BCP") and American Housing   
Preservation   
Corporation, a Maine corporation ("AHPC").  FAHI, the Manager of the   
General   
Partner, is wholly-owned by Christopher W. Collins, who serves as its   
President and Director.  Mr. Collins has extensive experience in   
developing   
and financing affordable housing projects.  He is an Executive Vice   
President   
and principal of Boston Capital Partners, Inc. ("Boston Capital"), an   
affiliate of the Partnership.  Mr. Collins is also the general partner   
of BCP   
and other employees of Boston Capital serve as the limited partners of   
BCP.    
AHPC is controlled by Michael Liberty who acts as its President and   
Director.    
Mr. Liberty is the founder of The Liberty Group which includes a   
diversified   
core of companies engaged in a wide range of real estate activities,   
including   
Equity Builders, Inc. which serves as the Contractor for the Apartment   
Complex.  
  
	The Partnership acquired its interest in the Operating Partnership   
directly from the Operating Partnership in consideration of an agreement   
to   
make a Capital Contribution of $426,008, which has been or will be   
payable to   
the Operating Partnership in four (4) Installments as follows:  
  
	1.	$355,000 (the "First Installment") on the latest of (i)   
Initial   
Closing or (ii) Admission Date;  
   
	2.	$45,000 (the "Second Installment") on the latest to occur of   
(i)   
Cost Certification, (ii) Initial 100% Occupancy Date, (iii)   
receipt of an updated title insurance policy satisfactory to the   
Special Limited Partner, (iv) Rental Achievement, (v) confirmation   
by Boston Capital that outstanding due diligence items have been   
completed by the General Partner to the reasonable satisfaction of   
Boston Capital, if any, (v) receipt of a payoff letter from the   
Contractor stating that all expenses payable to the Contractor   
have been paid in full and that the Operating Partnership is not   
in violation of the Construction Contract, (vi) receipt of a valid   
and recorded Extended Use Commitment and receipt of a   
subordination agreement subordinating the Mortgage Loans to the   
Extended Use Commitment, or (vii) satisfaction of all of the   
conditions to the payment of the First Installment;  
  
	3.	$20,000 (the "Third Installment") on the latest to occur of   
(i)   
Final Closing, (ii) State Designation, (iii) Rental Achievement,   
or (iv) satisfaction of all of the conditions to the payment of   
the First and Second Installments; and  
  
	4.	$6,008 (the "Fourth Installment") on the later to occur of   
(i) the   
receipt by the  Partnership of the Operating Partnership's federal   
tax return and an audited financial statement for the fiscal year   
in which the Rental Achievement occurs or (ii) satisfaction of all   
conditions to the payment of the First, Second and Third   
Installments.  
  
The total Capital Contribution of the Partnership to the Operating   
Partnership   
is based on the Operating Partnership receiving $672,360 of Tax Credits   
during   
the 10-year period commencing in 1998 of which 99% ($665,640) will be   
allocated to the Partnership as the Investment Limited Partner of the   
Operating Partnership.  The Special Limited Partner of the Operating   
Partnership is BCTC 94, Inc., an affiliate of the Partnership.  
  
	The Partnership believes that the Apartment Complex is adequately   
insured.  
  
	Ownership interests in the Operating Partnership are as follows,   
subject   
in each case to certain priority allocations and distributions:  
  
                             Normal       Capital      Cash       
                            Operations  Transactions   Flow  
  
General Partner                 1%         65.1        70.1%  
  
Partnership                   98.99%      24.99%       19.99%  
  
Special Limited Partnership   0.01%       0.01%        0.01%  
  
Class A Limited Partner      0%           9.9%        9.9%  
  
  	The Partnership used the funds obtained from the payments of the   
holders   
of its beneficial assignee certificates to make the acquisition of its   
interest in the Operating Partnership.    
  
	Boston Capital, or an affiliate thereof, will receive an annual   
Asset   
Management Fee of $2,300 commencing in 1997 from the Operating   
Partnership for   
services in connection with the Operating Partnership's accounting   
matters and   
the preparation of tax returns and reports to the Partnership.  The   
Asset   
Management Fee for each fiscal year will be payable from Cash Flow in   
the   
manner and priority set forth in Article XI of the Operating Partnership   
Agreement; provided, however, that if in any fiscal year, Cash Flow is   
insufficient to pay all or any portion of the Asset Management Fee), the   
General Partner shall make a Subordinated Loan in the amount not to   
exceed the   
lesser of $1,000 per annum or that amount necessary to pay the unpaid   
portion   
of such fee.  Any unpaid portion of such Asset Management Fee shall   
accrue and   
be payable on a cumulative basis in the first year in which there is   
sufficient Cash Flow available for payment of such fee, or in the first   
year   
in which proceeds of a Capital Transaction are available.   
  
	The Operating Partnership shall pay to the General Partner a non-  
cumulative fee (the "Incentive Management Fee") commencing in 1997 for   
their   
services in connection with the administration of the day to day   
business of   
the Operating Partnership in an annual amount equal to $2,300 per annum.    
The   
Partnership Management Fee for each fiscal year of the Operating   
Partnership   
shall be paid in the manner and priority set forth in Article XI of the   
Operating Partnership Agreement.  
  
	The Operating Partnership will pay a Development Fee of $154,643   
to the   
Developer for its service in connection with the acquisition,   
rehabilitation   
and development of the Apartment Complex which fee will be paid as   
provided in   
Section 8.10 of the Operating Partnership.  
  
  
  
Item 7.  Exhibits.  
  
(c)          Exhibits.	                                          Page  
  
(1)     (a)1       Form of Dealer-Manager Agreement between Boston    
                   Capital Services, Inc. and the Registrant   
                   (including, as an exhibit thereto, the form of   
                   Soliciting Dealer Agreement)  
  
(2)     (a)        Amended and Restated Agreement of Limited   
                   Partnership of Byam Limited Partnership  
  
(2)     (b)        Certification and Agreement relating to Byam   
                   Limited Partnership  
  
(4)     (a)2	      Agreement of Limited Partnership of the   
                   Partnership  
  
(16)               None  
  
(17)               None  
  
(21)               None  
  
(24)               None  
  
(25)               None  
  
(28)               None  
  
_______________  
  
1 Incorporated by reference to Exhibit (1) to Registration Statement   
No. 33-70564 on Form S-11, as filed with the Securities and Exchange   
Commission.  
  
2 Incorporated by reference to Exhibit (4) to Registration Statement   
No. 33-70564 on Form S-11, as filed with the Securities and Exchange   
Commission.  
  
  
SIGNATURES  
  
  
	Pursuant to the requirements of the Securities Exchange Act of   
1934, the   
registrant has duly caused this report to be signed on its behalf by the   
undersigned hereto duly authorized.  
  
Dated:  July 15, 1997  
  
  
BOSTON CAPITAL TAX CREDIT FUND IV L.P.  
  
  
By:	Boston Capital Associates IV L.P.,  
	its General Partner  
  
  
	By:	C&M Associates, d/b/a Boston  
		Capital Associates, its  
	General Partner  
  
  
	By:	__/s/ Herbert F. Collins______  
	Herbert F. Collins, Partner  
  
  
	  
  
BOS2: 73727_1  
  

EX-4

  
  
  
  
BYAM LIMITED PARTNERSHIP  
AMENDED AND RESTATED AGREEMENT  
OF LIMITED PARTNERSHIP  
  
  
  
February 25, 1997  
  
  
TABLE OF CONTENTS  
  
  
Page  
  
ARTICLE I	CONTINUATION OF PARTNERSHIP				2  
  
	1.01	Continuation 							  
	2  
	1.02	Name 									2  
	1.03	Principal Executive Offices; Agent for			  
	2  
Service of Process 						  
	1.04	Term 									2  
	1.05	Recording 								2  
  
ARTICLE II DEFINED TERMS 							2  
  
ARTICLE III PURPOSE AND BUSINESS OF THE PARTNERSHIP		14  
  
	3.01	Purpose of the Partnership 					  
	14  
	3.02	Authority of the Partnership 					  
	14  
  
ARTICLE IV REPRESENTATIONS, WARRANTIES AND			15  
COVENANTS; DUTIES AND OBLIGATIONS  
  
	4.01	Representations, Warranties and				  
	15  
Covenants Relating to the Apartment  
Complex and the Partnership 				  
	4.02	Duties and Obligations Relating to the			  
	18  
Apartment Complex and the Partnership 		  
  
ARTICLE V	PARTNERS, PARTNERSHIP INTERESTS AND			20  
OBLIGATIONS OF THE PARTNERSHIP  
  
	5.01	Partners, Capital Contributions				  
	20  
and Partnership Interests 					  
	5.02	Return of Capital Contribution 				  
	23  
	5.03	Withholding of Capital Contribution Upon 			  
	23  
Default 								  
	5.04	Legal Opinions 							24  
	5.05	Repurchase Obligation 						24  
  
  
ARTICLE VI CHANGES IN PARTNERS						25  
  
	6.01	Withdrawal of a General Partner 				  
	25  
	6.02	Admission of a Successor or Additional			  
	25  
General Partner 						  
	6.03	Effect of Bankruptcy, Death, Withdrawal,			  
	26  
Dissolution or Incompetence of a  
General Partner 						  
  
ARTICLE VII	ASSIGNMENT TO THE PARTNERSHIP				27  
  
	7.01	Assignment of Contracts, etc. 				  
	27  
  
ARTICLE VIII RIGHTS, OBLIGATIONS AND POWERS OF THE		27  
GENERAL PARTNER  
  
	8.01	Management of the Partnership 				  
	27  
	8.02	Limitations Upon the Authority of the 			  
	28  
General Partner 							  
	8.03	Management Purposes 						29  
	8.04	Delegation of Authority 					  
	29  
8.05	General Partner or Affiliates Dealing 				  
	30  
 with Partnership 						  
	8.06	Other Activities 							30  
	8.07	Liability for Acts and Omissions 				  
	30  
	8.08	[Intentionally Omitted]						31  
	8.09	Rehabilitation of the Apartment Complex, 			  
	31  
Construction Cost Overruns, Operating   
Deficits 								  
	8.10	Development Fee 							32  
	8.11	Incentive Partnership Management Fee 			  
	32  
	8.11.1	Asset Management Fee 					  
	33  
	8.12	Withholding of Fee Payments 					33  
	8.13	Removal of the General Partner 				  
	33  
	8.14	Selection of Management Agent 				  
	35  
	8.15	[Intentionally Omitted]						35  
	8.16	[Intentionally Omitted]						35  
	8.17	Subordinated Loans to the Partnership 			  
	36  
8.18  8.18	Reserve Fund for Replacements; Tenant Transition Fund;  
	Supplemental Replacement Reserve					36  
  
  
ARTICLE IX	TRANSFERS OF, AND RESTRICTIONS ON TRANSFERS	37  
OF INTERESTS OF LIMITED PARTNERS  
  
	9.01	Purchase for Investment 					  
	37  
	9.02	Restrictions on Transfer of Limited 				  
	37  
Partner's Interests 					  
	9.03	Admission of Substitute Limited Partners			  
	38  
	9.04	Rights of Assignee of Partnership Interest 			  
	39  
  
ARTICLE X	RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS	39  
  
	10.01  Management of the Partnership 				  
	39  
	10.02  Limitation on Liability of Limited				  
	39  
  Partners 							  
	10.03  Other Activities 						  
	39  
	10.04  Ownership by Limited Partner 				  
	40  
  of Corporate General Partners or Affiliate   
  
ARTICLE XI	ALLOCATION OF TAXABLE INCOME,				40  
TAX LOSSES, TAX CREDITS AND CASH DISTRIBUTIONS 		  
  
	11.01  Allocation of Taxable Income, Tax Losses			  
	40  
  and Tax Credits 						  
	11.02  Allocation of Taxable Income and Tax			  
	41  
  Losses from Capital Transactions 		  
	11.03  Distribution of Cash Flow 					  
	41  
	11.04  Distributions of Distributable Proceeds			  
	42  
  from Capital Transactions and   
  Distributable Proceeds from Refinancings 	  
	11.05  Allocations Among Partners 					  
	43  
	11.06  Qualified Income Offset 	  				  
	44  
	11.07  Minimum Gain Allocations 					  
	45  
	11.08  Regulatory Allocations 					  
	46  
	11.09  Partners' Partnership Non-recourse 				  
	46  
  Liabilities 							  
	11.10  Tax Allocations:  Code Section 704(c) 			  
	46  
	11.11  Tax Matters Partner 						  
	47  
	11.12  Capital Accounts 						  
	48  
	11.13  Authority of General Partner to Vary				  
	50  
  Allocations to Preserve and Protect  
  Partner's Intent 						  
  
  
  
  
ARTICLE XII	SALE, DISSOLUTION AND LIQUIDATION			51  
  
	12.01  Dissolution of the Partnership 					  
	51  
	12.02  Winding Up and Distribution 					  
	51  
				  
ARTICLE XIII BOOKS AND RECORDS, ACCOUNTING TAX			52  
ELECTIONS, ETC.  
  
	13.01  Books and Records 						  
	52  
	13.02  Bank Accounts 							53  
	13.03  Accountants 							  
	53  
	13.04  Reports to Partners 						  
	53  
	13.05  Section 754 Elections 						  
	56  
	13.06  Fiscal Year and Accounting Method 				  
	56  
  
ARTICLE XIV AMENDMENTS							56  
  
	14.01  Proposal and Adoption of Amendments 			  
	57  
  
ARTICLE XV	CONSENTS, VOTING AND MEETINGS				57  
  
	15.01  Method of Giving Consent 					  
	57  
	15.02  Submissions to Limited Partners 				  
	57  
	15.03  Meetings; Submission of Matter for Voting 			  
	57  
	15.04  Appointment of General Partner as Attorney-in-Fact		  
	57  
  
ARTICLE XVI GENERAL PROVISIONS						58  
  
	16.01  Burden and Benefit 						  
	58  
	16.02  Applicable Law 							58  
	16.03  Counterparts 							  
	58  
	16.04  Separability of Provisions 					  
	58  
	16.05  Entire Agreement 						  
	58  
	16.06  Liability of the Investment Partnership			  
	58  
	16.07  Environmental Protection 					  
	59  
	16.08  Notices to the Investment Partnership				  
	59  
	16.09  Notices to the General Partner 				  
	60  
16.10  Withdrawal of Initial Limited Partner	 			  
	60  
16.11  Lender Requirements							60  
  
  
BYAM LIMITED PARTNERSHIP  
AMENDED AND RESTATED AGREEMENT  
OF LIMITED PARTNERSHIP  
  
  
	This Amended and Restated Agreement of Limited Partnership is made   
and   
entered into as of the 25th day of February, 1997, by and among the   
undersigned parties.  
  
	WHEREAS, as of February 13, 1997, Byam Village of Massachusetts   
LLC, a   
Connecticut limited liability company whose sole members are First   
Atlantic   
Housing, Inc., a Massachusetts corporation, BCP Connecticut Properties   
Limited   
Partnership, a Massachusetts limited partnership, and American Housing   
Preservation Corporation, a Maine corporation (the "General Partner"),   
and   
First Atlantic Housing, Inc., as initial limited partner (the "Initial   
Limited   
Partner"), executed an Agreement of  Limited Partnership of Byam Limited   
Partnership, a Connecticut limited partnership (the "Initial Agreement")   
for   
the formation of Byam Limited Partnership (the "Partnership") pursuant   
to the   
Connecticut Uniform Limited Partnership Act (the "Act");  
  
	WHEREAS, a Certificate of Limited Partnership was subsequently   
filed   
with the Secretary of State for the State of  Connecticut on February   
19,   
1997;   
  
	WHEREAS, the Partnership has been formed to acquire, rehabilitate,   
construct, own, maintain and operate a 46-unit apartment complex   
intended for   
rental to families of low and moderate income, known as Byam Village   
Apartments, and located in Waterbury, Connecticut (the "Apartment   
Complex");   
  
	WHEREAS, the Partnership has acquired or will acquire title to the   
Apartment Complex and has or will enter into a mortgage and other liens   
securing  the permanent mortgage loan; and  
  
	WHEREAS, the parties hereto now desire to enter into this Amended   
and   
Restated Agreement of Limited Partnership to (i) continue the   
Partnership;   
(ii) admit Boston Capital Tax Credit Fund IV L.P., a Delaware limited   
partnership, to the Partnership as a Limited Partner, and BCTC 94, Inc.,   
a   
Massachusetts corporation, to the Partnership as the Special Limited   
Partner;   
(iii) admit Meriden Housing Preservation Limited Partnership, a   
Connecticut   
limited partnership as the Class A Limited Partner; (iv) withdraw the   
Initial   
Limited Partner from the Partnership; (v) reassign Interests in the   
Partnership; and (vi) set forth all of the provisions governing the   
Partnership.  
  
	NOW, THEREFORE, in consideration of the foregoing, of mutual   
promises of   
the parties hereto and of other good and valuable consideration, the   
receipt   
and sufficiency of which hereby are acknowledged, the parties hereby   
agree to   
continue the Partnership pursuant to the Act, as set forth in this   
Amended and   
Restated Agreement of Limited Partnership, which reads in its entirety   
as   
follows:  
  
  
  
  
ARTICLE I  
CONTINUATION OF PARTNERSHIP  
  
	1.01.	Continuation.  The undersigned hereby continue the   
Partnership as   
a limited partnership under the Act.  
  
	1.02.	Name.  The name of the Partnership is Byam Limited   
Partnership.  
  
	1.03.	Principal Executive Offices; Agent for Service of Process.    
The   
principal executive and record office of the Partnership shall be c/o   
First   
Atlantic Housing, Inc., One Boston Place, Suite 2100, Boston, MA 02108,   
Attn.:   
Christopher W. Collins.  The Partnership may change the location of its   
principal executive office to such other place or places as may   
hereafter be   
determined by the General Partner.  The General Partner shall promptly   
notify   
all other Partners of any change in the principal executive office.  The   
Partnership may maintain such other offices at such other place or   
places as   
the General Partner may from time to time deem advisable.  The resident   
agent   
in the State of Connecticut for the Partnership for service of process   
is CT   
Corporation System, One Commercial Plaza, Hartford, Connecticut 06103.  
  
	1.04.	Term.  The term of the Partnership commenced as of February   
13,   
1997 and shall continue until December 31, 2057, unless the Partnership   
is   
sooner dissolved in accordance with the provisions of this Agreement.  
  
	1.05.	Recording.  Upon the execution of this Amended and Restated   
Agreement of Limited Partnership by the parties hereto, the General   
Partner   
shall take all necessary action required by law to perfect and maintain   
the   
Partnership as a limited partnership under the laws of the State; and to   
effectuate the admission of the Investment Partnership, the Class A   
Limited   
Partner and BCTC 94, Inc. as Limited Partners and the withdrawal of the   
Initial Limited Partner hereunder.  
  
ARTICLE II  
DEFINED TERMS  
  
	In addition to the abbreviations of the parties set forth in the   
preamble to this Agreement, the following defined terms used in this   
Agreement   
shall have the meanings specified below:  
  
	"Accountants" means such firm of independent certified public   
accountants as may be engaged by the General Partner, with the Consent   
of BCTC 94, Inc., to prepare the Partnership income tax returns and to be   
responsible for the Partnership's audit and tax matters reporting 
obligations under Section 13.04 hereof.  
  
	"Act" means the Connecticut Uniform Limited Partnership Act, as   
amended   
from time to time during the term of the Partnership.  
  
	"Actual Credit" means as of any point in time, ninety-nine percent   
(99%)   
of the Tax Credits actually received by the Partnership, as shown on the   
applicable tax return of the Partnership.  
  
	"Admission Date" means the date upon which the Investment   
Partnership is   
admitted to the Partnership.  
  
	"Affiliate" means any Person that directly or indirectly, through   
one or   
more intermediaries, controls or is controlled by or is under common   
control   
with a General Partner, or with another designated Person, as the   
context may   
require.  
  
	"Agency" means the Connecticut Housing Finance Authority in its   
capacity   
as the designated agency of the State of Connecticut to allocate Low-  
Income   
Housing Tax Credits, acting through any authorized representative.  
  
	"Agreement" means this Amended and Restated Agreement of Limited   
Partnership, as amended from time to time.  
  
	"American Housing" means American Housing Preservation   
Corporation, a Maine corporation, and a member of the General Partner.  
  
	"Apartment Complex" means the land owned by the Partnership   
located at   
1782 Meriden Road, Waterbury, Connecticut and the 46-unit rental housing   
development and other improvements constructed thereon, and to be owned   
and   
operated therein by the Partnership, and known as Byam Village   
Apartments.  
  
	"Applicable Percentage" has the meaning given to it in Section   
42(b) of   
the Code.  
  
	"Asset Management Fee" means the fee payable by the Partnership to   
Boston Capital, or an Affiliate thereof, pursuant to Section 8.11.1.  
  
	"Bankruptcy" or "Bankrupt" as to any Person means (a) the entry of   
an   
order for relief (or similar court order) against such Person which   
authorizes   
a case brought under Chapter 7, 11 or 13 of Title 11 of the United   
States Code   
to proceed; (b) the commencement of a federal, state or foreign   
bankruptcy,   
insolvency, reorganization, arrangement or liquidation proceeding by   
such   
Person; (c) the commencement of a federal, state or foreign bankruptcy,   
insolvency, reorganization, arrangement or liquidation proceeding   
against such   
Person if such proceeding is not dismissed within sixty (60) days after   
the   
commencement thereof; (d) the entry of a court decree or court order   
which   
remains unstayed and in effect for a period of thirty (30) consecutive   
days:    
(i) adjudging such Person insolvent under any federal, state or foreign   
law   
relating to bankruptcy, insolvency, reorganization, arrangement,   
liquidation,   
receivership or the like;  (ii) approving as properly filed a petition   
seeking   
reorganization, arrangement, adjustment or composition of, or in respect   
of,   
such Person or his properties under any federal, state or foreign law   
relating   
to insolvency, reorganization, arrangement, liquidation, receivership or   
the   
like; (iii) appointing a receiver, liquidator, assignee, trustee,   
conservator,   
or sequester (or other similar official) of such Person, or of all, or   
of a   
substantial part, of such Person's properties; or (iv) ordering the   
winding   
up, dissolution or liquidation of the affairs of such Person;  (e) the   
written   
consent by such Person to the institution against it of any proceeding   
of the   
type described in subsection (a), (b), (c) and (d); (f) the written   
consent by   
such Person to the appointment of a receiver, liquidator, assignee,   
trustee,   
conservator or sequester (or other similar official) of such Person, or   
of   
all, or of a substantial part, of its properties; (g) the making by such   
Person of an assignment for the benefit of creditors; (h) the admission   
in   
writing by such Person of its inability to pay its debts generally as   
they   
come due; (i) the taking of any corporate or other action by such Person   
in   
furtherance of any of the foregoing; or (j) if such Person becomes   
insolvent   
by the making of any act or the making of any transfer, or otherwise, as   
"insolvency" is or may be defined pursuant to the Federal Bankruptcy   
Code, the   
Federal Bankruptcy Act, the Uniform Fraudulent Conveyances Act, any   
state or   
federal act or the ruling of any court.  
  
	"BCTC 94, Inc." means BCTC 94, Inc., a Delaware corporation, which   
is   
the Special Limited Partner of the Partnership.  
  
	"Book Depreciation" has the meaning set forth in Section 11.12C.  
  
	"Book Profits and Losses" means the Taxable Income or Tax Losses   
of the   
Partnership, adjusted for purposes of determining and maintaining the   
Partners' Capital Accounts as provided in Section 11.12.  
  
	"Boston Capital" means Boston Capital Partners, Inc., a   
Massachusetts   
corporation.  
  
	"Capital Account" means the capital account of a Partner as   
described in   
Section 11.12.  
  
	"Capital Contribution" with respect to any Partner, means the   
total   
amount of money and the initial Gross Asset Value of any property (other   
than   
money) contributed or agreed to be contributed, as the context requires,   
to   
the Partnership by each Partner pursuant to the terms of this Agreement.    
Any   
reference to the Capital Contribution of a Partner shall include the   
Capital   
Contribution made by a predecessor holder of the Interest of such   
Partner.  
  
	"Capital Transaction" means the sale, exchange or disposition   
(other   
than leasing in the ordinary course of business) of any Partnership   
property   
that is not in the ordinary course of business, or casualty damage to or   
condemnation of any Partnership property, or any substantial interest   
therein   
or portion thereof.  
  
	"Cash Flow" means, with respect to any year or other applicable   
period,   
(a) all Revenues received by the Partnership during such period, plus   
(b) any   
amounts which the General Partner, acting jointly with BCTC 94, Inc.,   
and   
subject to the approval of the Lender and HUD, if required, releases   
from the   
Reserve Fund for Replacements as being no longer necessary to hold as   
part of   
the Reserve Fund for Replacements, less (i) all operating expenses and   
obligations of the Partnership paid or payable (on a thirty-day current   
basis)   
during the applicable period, including without limitation escrow   
deposits for   
taxes and insurance, maintenance and repairs, (ii) all sums due or   
currently   
required to be paid under the terms of the Mortgage Loan or any other   
third-  
party indebtedness of the Partnership, and (iii) all amounts from   
Revenues, if   
any, added or required to be added to the Reserve Fund for Replacements   
and/or   
the Supplemental Replacement Reserve during such period.  In no event   
will   
deductions in determining Cash Flow pursuant to clauses (i) and (ii)   
above   
include payments made on account of: the Asset Management Fee, amounts   
due on   
any Subordinated Loans, the Incentive Partnership Management Fee, the   
subsequent annual funding of the Tenant Transition Fund, the Deferred   
Development Fee and/or any Cash Flow only interest payments on the   
Preservation Loan.  
  
	Cash Flow shall be determined separately for each fiscal year and   
shall   
not be cumulative.    
  
	"Certificate" means the Certificate of Limited Partnership for   
Byam   
Limited Partnership filed with the Secretary of State of Connecticut on   
February 19, 1997, or any certificate of limited partnership or any   
other   
instrument or document which is required under the law of the State to   
be   
signed and sworn to by the Partners of the Partnership and filed in the   
appropriate public offices within the State to perfect or maintain the   
Partnership as a limited partnership under the laws of the State, to   
effect   
the admission, withdrawal or substitution of any Partner of the   
Partnership,   
or to protect the limited liability of the Limited Partners as limited   
partners under the laws of the State.  
  
	"Class A Limited Partner" means Meriden Housing Preservation   
Limited Partnership, a Connecticut limited partnership, or its successor   
admitted to   
the Partnership as a Substitute Class A Limited Partner pursuant to the   
terms of this Agreement.  
  
	"Code" means the Internal Revenue Code of 1986, as amended from   
time to time, or any corresponding provision or provisions of succeeding law.  
  
	"Compliance Period" has the meaning ascribed to such term in   
Section 42   
of the Code.  
  
	"Consent" means the prior written consent or approval of BCTC 94,   
Inc.   
and/or the Investment Partnership and/or any other Partner, as the   
context may   
require, to do the act or thing for which the consent is solicited.  
  
	"Construction Contract" means that certain construction contract   
(including all exhibits and attachments thereto) to be entered into   
between   
the Partnership and the Contractor pursuant to which the Apartment   
Complex is being rehabilitated.  
  
	"Contractor" means Equity Builders, Inc., in its capacity as the   
general   
construction contractor for the Apartment Complex.  
  
	"Cost Certification" means the date upon which each Limited   
Partner   
shall have received the written certification of the Accountants, in a   
form   
and in substance satisfactory to Boston Capital, as to the itemized   
amounts of   
the rehabilitation and development costs of the Apartment Complex and   
the   
Eligible Basis and Applicable Percentage (in each case, as defined in   
Section   
42(d) of the Code), pertaining to each building in the Apartment   
Complex.  
  
	"Counsel" or "Counsel for the Partnership" shall mean Peabody &   
Brown of   
Boston, MA and Tobin, Carberry, O'Malley, Riley & Selinger, PC of New   
London,   
CT, or such other attorney or law firm upon which the Investment   
Partnership   
and the General Partner shall agree; provided, however, that if any   
section of   
this Agreement either (i) designates particular counsel for the purpose   
described therein, or (ii) provides that counsel for the purpose   
described   
therein shall be chosen by another method or by another Person, then   
such   
designation or provision shall prevail over this general definition.    
The   
Limited Partners have been, and will continue to be, separately   
represented by   
Hinckley, Allen & Snyder or such other counsel as they may choose in   
connection with all Partnership matters.  
  
	"Credit Shortfall" means the amount by which the Actual Credit is   
less   
than the Projected Credit (or Revised Projected Credit) for any year or   
portion thereof.  
  
	"Debt Service" means scheduled principal and interest payments on   
indebtedness under the Mortgage Loan, determined on an annual basis for   
each   
year of Partnership operations.  
  
	"Developer" means jointly, First Atlantic and American Housing, or   
their   
respective designees.  
  
	"Deferred Development Fee" means any portion of the Development   
Fee not   
actually paid to and received by the Developer from the Installments,   
the   
payment of which is deferred and payable only in accordance with   
Sections   
5.01(a), 11.03(A)(b) and 11.04(A)(c) hereof.  
  
	"Development Fee" means the fee payable by the Partnership to the   
Developer pursuant to Section 8.10 of this Agreement.  
  
	"Development Sources" means the aggregate of: (a) the proceeds of   
the   
Mortgage Loan; (b) the Capital Contributions of the General Partner, as   
set   
forth in Section 5.01(a) of this Agreement; (c) not more than $426,008   
less   
the amount of the non-Deferred Development Fee of the Capital   
Contributions of   
the Investment Partnership to the Partnership; and (d) any rental income   
of   
the Partnership for the period prior to Final Closing.  
   
	"Distributable Proceeds from Capital Transactions"  means the   
excess of   
all cash receipts and other consideration arising from the sale or other   
disposition of all or any portion of the Apartment Complex or any   
proceeds   
realized from condemnation, casualty, or title defect, but excluding   
proceeds,   
if any, from rental interruption insurance or a temporary condemnation in the   
nature of a lease, over the sum of the following, to the extent paid out of   
such cash receipts or other consideration:  (i) the amount of cash disbursed   
or to be disbursed in connection with or as an expense of such sale orother   
disposition, (ii) the amount necessary for the payment of all debts and   
obligations of the Partnership arising from or otherwise related to such sale   
or other disposition or to which the Apartment Complex is subject and which   
are otherwise then due (other than debts and obligations owed to the   
Partners and their Affiliates, which shall be satisfied in the order set 
forth in Section 11.04), and (iii) any amounts set aside by the General 
Partner for reserves which the General Partner deems reasonably necessary 
for contingent,unmatured or unforeseen liabilities of the Partnership.  
  
	"Distributable Proceeds from Refinancings" means the excess of the   
gross   
proceeds of any borrowing by the Partnership over the sum of the   
following, to   
the extent paid out of such gross proceeds:  (i) any amounts disbursed   
to   
repay then existing loans of the Partnership and to pay and provide for   
all   
debts and obligations of the Partnership then to be paid or which are   
otherwise then due (other than debts and obligations owed to the   
Partners and   
their Affiliates, which shall be satisfied in the order set forth in   
Section   
11.04), (ii) all reasonable expenses of such borrowings, including,   
without   
limitation, all commitment fees, brokers' commissions, and attorneys'   
fees,   
(iii) all amounts paid to improve the Apartment Complex or for any other   
purpose in order to satisfy conditions to or established in connection   
with   
such borrowings, and (iv) any amounts used to meet the operating   
expenses of   
the Apartment Complex or set aside by the General Partner for reserves   
which   
the General Partner deems reasonably necessary for contingent,   
unmatured, or   
unforeseen liabilities of the Partnership.  
  
	"Eligible Basis" has the meaning given to it in Section 42(d) of   
the   
Code.  
  
	"Excess Development Costs" means all funds in excess of the   
Development   
Sources which are required to (i) complete rehabilitation of the   
Apartment   
Complex, including paying any final cost overruns and the cost of any   
change   
orders which have been approved by the Lender and which are not funded   
from   
Development Sources, (ii) achieve Substantial Completion, (iii) achieve   
Initial Closing and Final Closing and satisfy any escrow deposit   
requirements   
which are conditions to the Initial Closing and/or the Final Closing,   
including without limitation, any amounts necessary for local taxes,   
utilities, insurance premiums and other amounts which are required, (iv)   
pay   
any applicable loan assessment fees, discounts or other costs and   
expenses   
incurred by the Partnership as a result of the occurrence of the Initial   
Closing and/or the Final Closing, (v) make the required deposit into the   
Tenant Transition Fund, (vi) make the required deposit into the Reserve   
Fund   
for Replacements and the Supplemental Replacement Reserve and (vii) pay   
any   
Operating Deficits incurred by the Partnership prior to the occurrence   
of   
Rental Achievement.  Excess Development Costs shall not include any   
amounts   
paid or to be paid in respect of the Development Fee.  
  
	"Extended Use Commitment" means the agreement between the   
Partnership   
and the Agency, which is intended to meet the definition of a "long term   
commitment to low-income housing" as required by Section 42(h)(6) of the   
Code   
and the requirements of the Agency's Low-Income Housing Tax Credit   
Program.  
  
	"Final Closing" means the occurrence of both of the following:    
(i)   
Substantial Completion and (ii) each of the Mortgage Loans (other than   
the   
Preservation Loan) is being amortized as a "permanent loan".  
  
	"First Atlantic" means First Atlantic Housing, Inc., a   
Massachusetts   
corporation, and a member of the General Partner.  
  
	"40-60 Set-Aside Test" means the Minimum Set-Aside Test whereby at   
least   
40% of the units in the Apartment Complex must be occupied by   
individuals,   
with incomes of 60% or less of area median income, as adjusted for   
family   
size.  
  
	"General Partner" means Byam Village of Massachusetts LLC, a   
Connecticut   
limited liability company, and any other Person or entity admitted as a   
general partner pursuant to this Agreement, and their respective   
successors   
pursuant to this Agreement, including particularly the provisions of   
Section   
6.03 and 8.13.  
  
	"General Partner's Special Capital Contribution" has the meaning   
ascribed to such term in Section 5.01 of this Agreement.  
  
	"Gross Asset Value"  means, with respect to any asset, the assets   
adjusted basis for federal income tax purposes, except as adjusted   
pursuant to   
Section 11.12B.  
  
	"HAP Contract" means that certain Housing Assistance Payments   
Contract   
dated July 20, 1983 by and between the Connecticut Housing Finance   
Authority   
and Byam Village Limited Partnership and approved by HUD, setting forth   
the   
Section 8 payments for the Apartment Complex, which Contract has been or   
will   
be assigned to the Partnership.  
  
	"HUD" means the United States Department of Housing and Urban   
Development.  
  
	"Incentive Partnership Management Fee" means the fee payable by   
the   
Partnership to the General Partner pursuant to Section 8.11 of this   
Agreement.  
  
	"Initial Closing" means the date upon which the Mortgage Loan is   
closed   
and the first disbursement of proceeds of the Mortgage Loan are   
authorized to   
be made to the Partnership.  
  
	"Initial 100% Occupancy Date" means the first date, after the   
completion   
of construction, upon which 100% of the low-income apartment units in   
the   
Apartment Complex have been leased to and are occupied by, qualified   
tenants   
under executed Agency approved leases, if any such approval is   
applicable.  
  
	"Installment" means an Installment of the Investment Partnership's   
Capital Contribution paid or payable to the Partnership pursuant to   
Section   
5.01.  
  
	"Interest" or "Partnership Interest" means the 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 such Partner may be entitled as   
provided in this Agreement and in the Act, together with the obligations   
of   
such Partner to comply with all the terms and provisions of this   
Agreement and   
of said Act.  Such Interest of each Partner shall, except as otherwise   
specifically provided herein, be that percentage of the aggregate of   
such   
benefit or obligation specified by Section 5.01 as such Partner's   
Percentage   
Interest.  
  
	"Invested Amount" means (i) as to the Investment Partnership, an   
amount   
equal to the paid-in Capital Contribution of the Investment Partnership   
divided by .73 and (ii) as to any other Partner, an amount equal to its   
paid-  
in Capital Contribution.  
  
	"Investment Partnership" means Boston Capital Tax Credit Fund IV   
L.P., a   
Delaware limited partnership, which is a Limited Partner of the   
Partnership.   
  
	"Land" means the property known as 1782 Meriden Road in Waterbury,   
Connecticut, upon which the Apartment Complex is located.  
  
	"Lender" means the Connecticut Housing Finance Authority in its   
capacity   
as maker of the Mortgage Loan, or its successors and assigns in such   
capacity,   
including any substitute Lender permitted pursuant to Section 8.02(b)(v)   
hereof, each acting through any authorized representative.  
	  
"Limited Partners" means the Investment Partnership and/or the Class A   
Limited Partner and/or BCTC 94, Inc., or any other Limited Partner in   
such   
Person's capacity as a limited partner of the Partnership.  
  
	"Liquidator" means the General Partner or, if there is none at the   
time   
in question, such other Person who may be appointed in accordance with   
applicable law and who shall be responsible for taking all action   
necessary or   
appropriate to wind up the affairs of, and distribute the assets of, the   
Partnership upon its dissolution.  
  
	"Loan Documents" means, collectively, the Promissory Notes, the   
Building   
Loan Agreement, the Mortgage Deed, the Security Agreement, the   
Collateral   
Assignment of Leases and Rents, the Good Faith and Working Capital   
Escrow   
Deposit Agreement, the Minority Hiring Agreement, the Agreement and   
Certification, the Affirmative Fair Marketing Contract, the Assignment   
of   
Proceeds, the Escrow and Disbursement Agreement and other documents   
related to   
the Mortgage Loan between the Partnership and the Lender.  
  
	"Low-Income Housing Tax Credit" means the low-income housing tax   
credit   
allowed for low-income housing projects pursuant to Section 42 of the   
Code.  
  
	"Management Agent" means the management and rental agent for the   
Apartment Complex and/or its successors and/or assigns, as described in   
Section 8.05 hereof.  
  
	"Management Agreement" means the agreement between the Partnership   
and   
the Management Agent providing for the management of the Apartment   
Complex.  
  
	"Minimum Gain" means the amount determined by computing, with   
respect to   
each non-recourse liability of the Partnership, the amount of Taxable   
Income,   
if any, that would be realized by the Partnership if it disposed of (in   
a   
taxable transaction) the property subject to such liability in full   
satisfaction thereof, and by then aggregating the amounts so computed,   
in   
accordance with Treasury Regulation 1.704-2(d).  For purposes of   
determining   
the amount of such Taxable Income with respect to a liability, the   
adjusted   
basis, for federal income tax purposes, of the asset subject to the   
liability   
shall be allocated among all the liabilities that the asset secures in   
the   
manner set forth in Treasury Regulation 1.704-2(d)(2) (or successor   
provisions).  If Partnership property subject to one or more non-  
recourse   
liabilities of the Partnership is, under Treasury Regulation 1.704-  
1(b)(2)(iv)(d),(f), or (r), properly reflected on the books of the   
Partnership   
at a book value that differs from the adjusted tax basis of such   
property,   
then the determination of Minimum Gain shall be made with reference to   
such   
book value.  
  
	"Minimum Set-Aside Test" means the set-aside test selected by the   
Partnership pursuant to Section 42(g) of the Code with respect to the   
percentage of units in its Apartment Complex to be occupied by tenants   
with   
incomes equal to no more than a certain percentage of area median   
income.  The   
Partnership has selected or will select the 40-60 Set-Aside Test as the   
Minimum Set-Aside Test.  
  
	"Mortgage" means, the Mortgage Deed given by the Partnership to   
Lender   
securing the Mortgage Loan.  
  
	"Mortgage Loan" means, collectively (i) the loan in the original   
principal amount of approximately $900,000, bearing an interest rate of   
6.75%,   
having a term of 7 years and requiring regular principal and interest   
payments   
on the basis of a 7 year amortization schedule, (ii) the loan in the   
original   
principal amount of approximately $770,000, bearing an interest rate of   
7.75%,   
having a term of 30 years and requiring regular principal and interest   
payments on the basis of a 30 year amortization schedule, and (iii) the   
Preservation Loan, each made to the Partnership by the Lender pursuant   
to the   
Loan Documents.  
  
	"Net Capital Contribution" means an amount equal to a Partner's   
paid-in   
Capital Contribution, less the aggregate amount of cash distributions,   
if any,   
made to such Partner hereunder.  
  
	"Nonrecourse Deductions"  has the meaning set forth in Section   
1.704-  
2(c) of the Treasury Regulations.  The amount of Nonrecourse Deductions   
for a   
Fiscal Year of the Partnership equals the net increase, if any, in the   
amount   
of Minimum Gain during that Fiscal Year, determined according to the   
provisions of Treasury Regulation Section 1.704-2(c).  
  
	"Notice" means a writing containing the information required by   
this   
Agreement to be communicated to a Partner and sent by registered or   
certified   
mail, postage prepaid, return receipt requested, to such Partner at the   
last   
known address of such Partner, the date of registry thereof or the date   
of the   
certification receipt therefor being deemed the date of such Notice;   
provided,   
however, that any written communication containing such information sent   
to   
such Partner actually received by such Partner shall constitute Notice   
for all   
purposes of this agreement.  
  
	"Operating Deficit " means the amount by which (i) the income of   
the   
Partnership from rental payments made by tenants of the Apartment   
Complex and   
all other income of the Partnership, including unrestricted earnings on   
reserve or escrow funds (other than proceeds of any loans to the   
Partnership   
and investment earnings on funds on deposit in the Reserve Fund for   
Replacements and the Tenant Transition Fund and the Supplemental   
Replacement   
Reserve) for a particular period of time, is exceeded by (ii) the sum of   
all   
the operating expenses, including all Debt Service payments, operating   
and   
maintenance expenses, deposits into the Reserve Fund for Replacements   
and the   
Supplemental Replacement Reserve, any Lender fee payments, and all other   
Partnership obligations or expenditures, excluding payments for   
rehabilitation   
of the Apartment Complex and fees and other expenses and obligations of   
the   
Partnership to be paid from the Capital Contributions of the Investment   
Partnership to the Partnership pursuant to this Agreement, during the   
same   
period of time.  For the purposes of this definition, all expenses shall   
be   
paid on a sixty (60) day current basis.  
  
	"Operating Deficit Loan" means a loan made pursuant to Section   
8.09(b).  
  
	"Partner" means any General Partner or any Limited Partner.  
  
	"Partner Nonrecourse Debt Minimum Gain" has the meaning attributed   
to   
"partner loan nonrecourse debt minimum gain" in Treasury Regulation   
1.704-  
2(i)(3).  
  
	"Partner Loan Nonrecourse Deductions" means any deductions of the   
Partnership that are attributable to a nonrecourse liability for which a   
Partner bears the risk of loss within the meaning of Treasury Regulation   
Section 1.704-2(i).  
  
	"Partnership" means Byam Limited Partnership, a Connecticut   
limited   
partnership.  
  
	"Partnership Agreement" means this Amended and Restated Agreement   
of   
Limited Partnership, as amended from time to time.  
  
	"Percentage Interest" means the percentage Interest of each   
Partner as   
set forth in Section 5.01.  
  
	"Person" means any individual, partnership, corporation, trust or   
other   
entity.  
  
	"Plans and Specifications" means the plans and specifications for   
rehabilitation of the Apartment Complex, referred to in the Construction   
Contract and any changes thereto made in accordance with the terms of   
this   
Agreement.  
  
	"Preservation Loan" means that certain loan in the original   
principal   
amount of approximately $80,000, bearing an interest rate of 6%, which   
interest accrues but the payment thereof is deferred for 30 years and   
thereafter requiring regular principal and interest payments on the   
basis of a   
30 year amortization schedule.  
  
	"Project Documents" means and includes the Loan Documents, the   
Extended   
Use Commitment, the Regulatory Agreement, the Management Agreement and   
all   
other instruments delivered to (or required by) the Lender or the Agency   
and   
all other documents relating to the Apartment Complex and by which the   
Partnership is bound, as amended or supplemented from time to time.  
  
	"Projected Credit" means Low-Income Housing Tax Credits in the   
amount of   
$44,375 for 1998, $66,564 per year for each of the years 1999 through   
2007,   
and $22,189 for 2008, constituting ninety-nine percent (99%) of the Tax   
Credits which the General Partner has projected to be available to the   
Partnership; provided, however, that if the Actual Credit for 1998 is   
greater   
than (or less than) $44,375, the Projected Credit for the year 2008   
shall be   
reduced (increased) by an amount equal to the amount by which the Actual   
Credit for 1998 exceeds (or is less than) $44,375.  
  
	"Regulatory Agreement" means the Covenant of Compliance and   
Regulatory   
Agreement, to be entered into between the Partnership and the Lender   
setting   
forth certain terms and conditions under which the Apartment Complex is   
to be   
operated.  
  
	"Rent Restriction Test" means the test pursuant to Section 42 of   
the   
Code whereby the gross rent charged to tenants of the low-income units   
in the   
Apartment Complex cannot exceed 30% of the qualifying income levels of   
those   
units under Section 42.   
  
	"Rental Achievement" means the first time, based upon four (4)   
consecutive full calendar months of operation after the first month in   
which   
the Partnership commences Debt Service payments on the Mortgage Loans   
(other   
than the Preservation Loan), on a fully amortized basis (i.e.,   
amortization of   
principal and interest amounts outstanding thereunder), with each month   
taken   
individually, that Cash Available for Debt Service Requirements (as   
defined   
below) equals or exceeds 1.10 times Debt Service requirements.  "Cash   
Available for Debt Service Requirements" for any period means the excess   
of   
(i) all cash actually received by the Partnership on a cash basis from   
normal   
operations during such period, but specifically excluding the proceeds   
of   
insurance (other than business or rental interruption insurance), loans,   
Capital Transactions or Capital Contributions over (ii) all cash   
requirements   
of the Partnership properly allocable to such period of time on an   
accrual   
basis (not including distributions to Partners out of Cash Flow of the   
Partnership or fees payable from Cash Flow) and, on an annualized basis,   
all   
projected expenditures, including those of a seasonal nature, which   
might   
reasonably be expected to be incurred on an unequal basis during a full   
annual   
period of operation, but specifically excluding Debt Service   
requirements.    
For purposes of this definition, cash requirements of the Partnership   
shall   
include to the extent not otherwise covered above, full funding of all   
Partnership reserves, normal repairs, real estate taxes at fully   
assessed   
levels assuming a fully improved property, and necessary capital   
improvements.  
  
	"Reserve Fund for Replacements" means the reserve fund for   
replacements   
with respect to the Apartment Complex as established pursuant to the   
provisions of Section 8.18(a) of this Agreement.  
  
	"Revenues" means all cash receipts of the Partnership during any   
period   
except for Capital Contributions, proceeds from the liquidation, sale or   
refinancing of Partnership property or of a Capital Transaction, or the   
proceeds of any loan to the Partnership.  
  
	"Revised Projected Credit" has the meaning set forth in Section   
5.01(d)(i).  
  
	"Share of Minimum Gain"  means for each Partner, the excess of (1)   
the   
sum of (a) the aggregate Non-Recourse Deductions allocated to such   
Partner   
(and such Partner's predecessors in interest) up to that time and (b)   
the   
aggregate distributions to such Partner (and such Partner's predecessors   
in   
interest) up to that time of proceeds of a non-recourse liability that   
are   
allocable to an increase in Partnership Minimum Gain over (2) the sum of   
(a)   
such Partner's (and such Partner's predecessors in interest) aggregate   
share   
of the net decrease in Partnership Minimum Gain up to that time and (b)   
such   
Partner's (and such Partner's predecessors in interest) aggregate share   
of the   
decreases up to that time in Partnership Minimum Gain resulting from   
revaluations of Partnership Property subject to one or more non-recourse   
liabilities of the Partnership, as more fully set forth in Treasury   
Regulation   
1.704-2(g).    
  
	"State" means the State of Connecticut.  
  
	"State Designation" means, with respect to the Apartment Complex,   
the   
final allocation by the Agency of Low-Income Housing Tax Credits, as   
evidenced   
by the receipt by the Partnership of IRS Form 8609 executed by the   
Agency as   
to all buildings in the Apartment Complex.  In the event State   
Designation is   
anticipated to occur more that sixty (60) days after the Agency's Cost   
Certification, then, for purposes of Section 5.01(c) hereof, State   
Designation   
shall mean evidence of the Agency's receipt of Cost Certification.  
  
	"Subordinated Loan" means any loan made by the General Partner to   
the   
Partnership pursuant to Section 8.17.  
  
	"Substantial Completion" means the date upon which the Partnership   
has   
received (a) both a certificate of substantial completion from the   
applicable   
inspecting architect certifying that the rehabilitation has been   
completed in   
accordance with the Plans and Specifications and (b), if applicable,   
certificates of substantial completion or certificates of occupancy from   
the   
applicable governmental jurisdiction(s) or authority(ies) for one   
hundred   
percent (100%) of the apartment units in the Apartment Complex;   
provided,   
however, that Substantial Completion shall not be deemed to have   
occurred if   
on such date any liens or other encumbrances as to title to the Land and   
the   
Apartment Complex exist (unless the General Partner shall have provided   
lien   
bonds or title insurance coverage satisfactory in amount and coverage to   
BCTC   
94, Inc.), other than those securing the Mortgage Loan and/or those   
Consented   
to by the Investment Partnership.  
  
	"Substitute Limited Partner" means any Person admitted to the   
Partnership as a Limited Partner pursuant to Section 9.03.  
  
	"Supplemental Replacement Reserve" means the supplemental   
replacement   
reserve account established pursuant to the provisions of Section   
8.18(c) of   
this Agreement.  
  
	"Syndication Expenses" means all expenditures classified as   
syndication   
expenses pursuant to Treasury Regulation Section 1.709-2(B).    
Syndication   
Expenses shall be taken into account in determining and maintaining   
Capital   
Accounts pursuant to Section 11.12 of this Agreement at the time they   
would be   
taken into account under the Partnership's method of accounting if they   
were   
deductible expenses.  
  
	"Taxable Income" and "Tax Losses" means the Partnership's taxable   
income   
or tax losses, respectively, for each fiscal year (or part thereof) as   
determined for federal income tax purposes, including, where the context   
requires, all items of income, gain, loss, deduction and credit which   
enter   
into the computation thereof.  
  
	"Tax Credit" means the Low-Income Housing Tax Credit.  
  
	"Tenant Transition Fund " means the tenant transition fund reserve   
account established pursuant to the provisions of Section 8.18(b) of   
this   
Agreement.  
  
	"Tenant Transition Fund Loan" means a loan made pursuant to   
Section8.18(b) of this Agreement.  
  
ARTICLE III  
PURPOSE AND BUSINESS OF THE PARTNERSHIP  
  
	3.01.  Purpose of the Partnership.  The Partnership has been   
organized   
to acquire the Land and the Apartment Complex located thereon and to   
develop,   
finance, own, rehabilitate, maintain, operate and sell or otherwise   
dispose of   
the Apartment Complex, in order to obtain long-term appreciation, cash   
income,   
Tax Credits and tax losses and to manage the Apartment Complex in a   
manner   
that provides and preserves safe, decent, affordable housing and needed   
supportive services.  
  
	3.02.  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, incidental to or convenient   
for the   
furtherance and accomplishment of its purpose, and for the protection   
and   
benefit of the Partnership, including but not limited to the following:  
  
	(a)	acquire ownership of the Land and the Apartment Complex   
located   
thereon;  
  
	(b)	rehabilitate, operate, maintain, improve, buy, own, sell,   
convey,   
assign, mortgage, rent or lease any real estate and any personal   
property   
necessary to the operation of the Apartment Complex;  
  
	(c)	provide housing, 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(s) in force;  
  
	(d)	enter into any kind of activity, and perform and carry out   
contracts of any kind necessary to, or in connection with, or incidental   
to,   
the accomplishment of the purposes of the Partnership;  
  
	(e)	borrow money and issue evidences of indebtedness in   
furtherance of   
the Partnership business and secure any such indebtedness by mortgage,   
pledge,   
or other lien;  
  
	(f)	maintain and operate the Apartment Complex, 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 Complex during its rent-up and after its rent-up period;  
  
	(g)	subject to the approval of the Agency and/or the Lender, if   
required, and to other limitations expressly set forth elsewhere in this   
Agreement, negotiate for and conclude agreements for the sale, exchange,   
lease   
or other disposition of all or substantially all of the property of the   
Partnership, or for the refinancing of any mortgage loan on the property   
of   
the Partnership;  
  
	(h) 	enter into the Loan Documents with the Lender and grant the   
Mortgage, enter into the Mortgage Loan and all other documents required   
by the   
Lender with respect to the Mortgage Loan, and the Extended Use   
Commitment and   
Regulatory Agreement with the Agency, providing for regulations with   
respect   
to rents, profits, dividends and the disposition of the Apartment   
Complex and   
the long-term use of the Apartment Complex for low-income housing;  
  
	(i) 	rent dwelling units in the Apartment Complex from time to   
time, in   
accordance with the provisions of the Code applicable to Low-Income   
Housing   
Tax Credits and in accordance with applicable federal, state and local   
regulations, collecting the rents therefrom, paying the expenses   
incurred in   
connection with the Apartment Complex, and distributing the net proceeds   
to   
the Partners, subject to any requirements which may be imposed by the   
Extended   
Use Commitment, the Regulatory Agreement, and the Loan Documents; and  
  
	(j) 	do any and all other acts and things necessary or proper in   
furtherance of the Partnership business.  
  
ARTICLE IV  
REPRESENTATIONS, WARRANTIES AND COVENANTS;  
DUTIES AND OBLIGATIONS  
  
	4.01.  Representations, Warranties and Covenants Relating to the   
Apartment Complex and the Partnership.  As of the date hereof, the   
General   
Partner hereby represents, warrants and covenants to the Partnership and   
to   
the Partners that:  
  
	(a)	the rehabilitation and development of the Apartment Complex   
shall   
be completed in a timely and workmanlike manner in accordance with (i)   
all   
applicable requirements of the Construction Contract and the Project   
Documents, (ii) all applicable requirements of all appropriate   
governmental   
entities, and (iii) the Plans and Specifications of the Apartment   
Complex that   
have been or shall be hereafter approved by the Lender and any   
applicable   
governmental entities, as such Plans and Specifications may be changed   
from   
time to time with the approval of the Lender and any applicable   
governmental   
entities, if such approval shall be required;  
  
	(b)	at the Final Closing and at the time of commencement of   
rehabilitation, the Land is and will be properly zoned for the Apartment   
Complex, all consents, permissions and licenses required by all   
applicable   
governmental entities have been obtained (excepting however any   
certificates   
of occupancy which must be obtained prior to the occupancy of the   
Apartment   
Complex, which such certificates will be obtained by the General Partner   
on   
behalf of the Partnership), and the Apartment Complex conformed and   
conforms   
to all applicable federal, state and local land use, zoning,   
environmental and   
other governmental laws and regulations;  
  
	(c)	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 Complex at the time of   
first   
occupancy of such units;  
   
	(d)	as of the date hereof, at the Initial Closing and at the   
Final   
Closing, good and marketable fee simple title to the Apartment Complex   
is and   
will be held by the Partnership, and title insurance policies of a   
financially-responsible institution acceptable to the Lender and to BCTC   
94,   
Inc., in the amount of the replacement cost of the Apartment Complex,   
which   
amount (as to the Partnership) shall not be less than the aggregate of   
the   
paid-in Capital Contributions of the General Partner and the Investment   
Partnership plus the principal amount of the Mortgage Loan, in favor of   
the   
Partnership and Lender, respectively, were or will be issued on or   
before the   
Initial Closing, and shall remain in full force and effect, subject only   
to   
such easements, covenants, restrictions and such other standard   
exceptions as   
are normally included in owner's or mortgagee's title insurance policies   
and   
which are acceptable to BCTC 94, Inc. and the Lender and shall contain a   
non-  
imputation endorsement as to the Investment Partnership and BCTC 94,   
Inc. and   
such other endorsements as deemed reasonably necessary by the Lender and   
BCTC   
94, Inc.;  
  
	(e)	the General Partner is not aware of any default under any   
agreement, contract, lease, or other commitment, or of any claim,   
demand,   
litigation, proceedings or governmental investigation pending or   
threatened   
against it, the Apartment Complex or the Partnership, or related to the   
business or assets of the Partnership or of the Apartment Complex, which   
claim, demand, litigation, proceeding or governmental investigation   
could   
result in any judgment, order, decree, or settlement which would   
materially   
and adversely affect the business or assets of the Partnership, the   
General   
Partner, or of the Apartment Complex;  
  
	(f)	except for the commitment fees paid to the Lender, neither   
the   
General Partner nor any Affiliate of the General Partner or the   
Partnership,   
has entered, or shall enter, into any agreement or contract for the   
payment of   
any Mortgage Loan discounts, additional interest, yield maintenance or   
other   
interest charges or financing fees or any agreement providing for the   
guarantee of payment of any such interest charges or financing fees   
relating   
to the Mortgage Loan.  
  
	(g)	the execution of this Agreement, the incurrence of the   
obligations   
set forth in this Agreement, and the consummation of the transactions   
contemplated by this Agreement do not violate any provision of law, any   
order,   
judgment or decree of any court binding on the Partnership, the General   
Partner or any of them or their Affiliates, any provision of any   
indenture,   
agreement, or other instrument to which the Partnership or they or   
either of   
them is a party or by which the Partnership or the Apartment Complex is   
affected, and is not in conflict with, and will not result in a breach   
of or   
constitute a default under any such indenture, agreement, or other   
instrument   
or result in creating or imposing any lien, charge, or encumbrance of   
any   
nature whatsoever upon the Apartment Complex;  
  
	(h)	the Construction Contract will be entered into between the   
Partnership and the Contractor; no other consideration or fee shall be   
paid to   
the Contractor, in its capacity as the Contractor, other than the   
amounts set   
forth in the Construction Contract or as evidenced by change orders   
approved   
by the Lender or as otherwise disclosed in writing to and approved by   
the   
Investment Partnership; and all change orders that have been submitted   
by the   
Contractor to date have been paid in full;  
  
	(i)	as of the date hereof, at the Initial Closing and at the   
Final   
Closing, a builder's risk insurance policy is and will be in full force   
and   
effect, and fire and extended coverage insurance and earthquake   
insurance,   
each for the full replacement value of the Apartment Complex (excluding   
the   
value of the Land, site utilities, landscaping and foundations) which   
shall   
include flood insurance, if the Apartment Complex is in a flood hazard   
area   
designated by HUD, worker's compensation insurance in amounts at least   
equal   
to the amounts required by law and the Loan Documents and public   
liability   
insurance in the amount of not less than $6,000,000 (of which up to   
$5,000,000   
may be provided under an umbrella policy), all in favor of the   
Partnership and   
naming the Investment Partner as an additional insured and loss payee,   
are in   
full force and effect and will be maintained in full force and effect   
during   
the term of the Partnership; all such policies shall be in amounts and   
with   
insurers satisfactory to BCTC 94, Inc., and shall be paid for out of   
Partnership assets; following Substantial Completion, the General   
Partner, on   
behalf of the Partnership, will maintain $6,000,000 of liability   
insurance   
covering the Land and the Apartment Complex;  
  
	The term "full replacement value" as used herein shall mean and   
include the total cost of replacement of the Apartment Complex at each   
respective stage of rehabilitation thereof up to completion;  
  
	(j)	neither the General Partner nor the Partnership has incurred   
any   
financial responsibility with respect to the Apartment Complex prior to   
the   
date of execution of this Agreement, other than that disclosed to the   
Investment Partnership;  
  
	(k)	at the time of execution of this Agreement, at the time of   
Initial   
Closing, at the time of Final Closing, and at Substantial Completion,   
the   
Partnership was, is and will continue to be a valid limited partnership,   
duly   
organized under the laws of the State, had, has and shall continue to   
have   
full power and authority to acquire the Land and to rehabilitate,   
develop,   
operate and maintain the Apartment Complex in accordance with the terms   
of   
this Agreement, and has taken and shall continue to take all action   
under the   
laws of the State and any other applicable jurisdiction that is   
necessary to   
protect the limited liability of the Limited Partners and to enable the   
Partnership to engage in its business;  
  
	(l)	no restrictions on the sale or refinancing of the Apartment   
Complex, other than the restrictions set forth in the Loan Documents, in   
the   
Extended Use Commitment, the Regulatory Agreement, if any, and as set   
forth in   
this Agreement, exist as of the date hereof, and no such restrictions   
shall,   
at any time while the Investment Partnership is a Limited Partner, be   
placed   
upon the sale or refinancing of the Apartment Complex;  
  
	(m)	the Apartment Complex is being developed in a manner which   
satisfies, and shall continue to satisfy, all restrictions, including   
tenant   
income and rent restrictions, applicable to projects generating Low-  
Income   
Housing Tax Credits under Section 42 of the Code;   
  
	(n)	the Projected Credits applicable to the Apartment Complex   
are   
$44,375 for 1998, $66,564 per year for each of the years 1999 through   
2007,   
and $22,189 for 2008, constituting ninety-nine percent (99%) of the Tax   
Credits which the General Partner has projected to be available to the   
Partnership; provided, however, that if the Actual Credit for 1998 is   
greater   
than (or less than) $44,375, the Projected Credit for the year 2008   
shall be   
reduced (increased) by an amount equal to the amount by which the Actual   
Credit for 1998 exceeds (or is less than) $44,375;  
  
	(o) 	it is anticipated that the Partnership is entitled to   
receive the   
Tax Credits from the Agency in an annual dollar amount of not less than   
$67,236 pursuant to Section 42(h)(4)(B) of the Code because the Mortgage   
Loan   
(exclusive of the Preservation Loan) is being financed by the proceeds   
of tax-  
exempt bonds, and the Apartment Complex meets the requirements set forth   
in   
Sections 42(m)(1)(D) and 42(m)(2)(D) of the Code;  
  
	(p)	to the best of its knowledge after due inquiry, at the time   
of the   
execution of this Agreement, the General Partner has fully complied with   
all   
applicable material provisions and requirements of any and all purchase   
and/or   
lease agreements, loan agreements, Project Documents and other   
agreements with   
respect to the acquisition, development, financing, rehabilitation and   
operation of the Apartment Complex; it shall take, and/or cause the   
Partnership to take, all actions as shall be necessary to achieve and   
maintain   
continued compliance with the provisions, and fulfill all applicable   
requirements, of such agreements;  
  
	(q)	the obligations of the General Partner will be guaranteed by   
First   
Atlantic, by American Housing, and by Michael A. Liberty pursuant to the   
terms   
of a limited guaranty of even date by and between the Partnership, First   
Atlantic, American Housing and Michael A. Liberty; and  
  
	(r)	fifty percent (50%) or more of the aggregate basis of the   
Apartment Complex and the Land is being financed by the proceeds of the   
Mortgage Loan.  
  
	4.02.  Duties and Obligations Relating to the Apartment Complex   
and the   
Partnership.  The General Partner shall have the following duties and   
obligations with respect to the Apartment Complex and the Partnership:  
  
	(a)	all requirements shall be met which are necessary to obtain   
or   
achieve (i) compliance with the Minimum Set-Aside Test, the Rent   
Restriction   
Test, and any other requirements necessary for the Apartment Complex to   
initially qualify, and to continue to qualify, for Tax Credits,   
including all   
requirements set forth in the Extended Use Commitment, (ii) issuance of   
all   
necessary certificates of occupancy, including all governmental   
approvals   
required to permit occupancy of all of the apartment units in the   
Apartment   
Complex, (iii) Initial Closing, (iv) Final Closing and (v) compliance   
with all   
provisions of the Project Documents;  
  
	(b)	while conducting the business of the Partnership, the   
General   
Partner shall not act in any manner which it knows or should have known   
after   
due inquiry will (i) cause the termination of the Partnership for   
federal   
income tax purposes without the Consent of the Investment Partnership,   
or (ii)   
cause the Partnership to be treated for federal income tax purposes as   
an   
association taxable as a corporation;  
  
	(c)	the Apartment Complex shall be managed upon Substantial   
Completion   
so that (i) no less than eighty per cent (80%) of the gross income from   
the   
Apartment Complex in every year is rental income from dwelling units in   
the   
Apartment Complex used to provide living accommodations not on a   
transient   
basis, (ii) the rental of all units in the Apartment Complex complies   
with the   
tenant income limitations and other restrictions under the Rent   
Restriction   
Test and as set forth in the Extended Use Commitment and all applicable   
documents entered into in connection with the Mortgage Loan, and (iii)   
one   
hundred percent (100%) of the units in the Apartment Complex are   
occupied or   
held for occupancy by individuals with incomes of sixty percent (60%) or   
less   
of area median income as adjusted for family size;  
  
	(d)	the General Partner shall exercise good faith in all   
activities   
relating to the conduct of the business of the Partnership, including   
the   
development, operation and maintenance of the Apartment Complex, and   
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;  
  
	(e)	all of (i) the fixtures, maintenance supplies, tools,   
equipment   
and the like now and to be owned by the Partnership or to be appurtenant   
to,   
or to be used in the operation of the Apartment Complex, as well as (ii)   
the   
rents, revenues and profits earned from the operation of the Apartment   
Complex, will be free and clear of all security interests and   
encumbrances   
except for the Mortgage Loan and the Mortgage, and any additional   
security   
agreements executed in connection therewith;  
  
	(f)	the General Partner will execute on behalf of the   
Partnership all   
documents necessary to elect, pursuant to Sections 732, 743 and 754 of   
the   
Code, to adjust the basis of the Partnership's property upon the request   
of   
the Investment Partnership, if, in the sole opinion of the Investment   
Partnership, such election would be advantageous to the Investment   
Partnership   
and any such elections (including elections made at the direction or   
with the   
consent of the Investment Partnership) shall not reduce the obligations   
of the   
General Partner pursuant to Section 5.01(d);  
  
	(g)	the General Partner guarantees payment by the Partnership of   
any   
Credit Recovery Loan pursuant to 5.01(d) and the Asset Management Fee   
pursuant   
to Section 8.11.1 (as limited by such section), and payment by the   
Partnership   
of the Development Fee pursuant to Section 8.10;  
  
	(h)	the General Partner shall comply and cause the Partnership   
to   
comply with the provisions of all applicable governmental and   
contractual   
obligations;  
  
	(i)	the General Partner shall be responsible for the payment of   
any   
fines or penalties imposed by the Agency or the Lender pursuant to the   
Project   
Documents and any documents executed in connection with obtaining Tax   
Credits   
(other than with respect to payments of principal or interest under the   
Mortgage Loan from and after Final Closing);   
  
	(j)	the General Partner shall promptly notify the Investment   
Partnership of any written or oral notice of (i) any default or failure   
of   
compliance with respect to the Mortgage Loan or any other financial,   
contractual or governmental obligation of the Partnership or the General   
Partner (in the case of the General Partner, if such default or failure   
of   
compliance may have a material adverse impact on the Partnership or its   
operations), or (ii) any IRS proceeding regarding the Apartment Complex   
or the   
Partnership;  
  
	(k)	the General Partner shall, during and after the period in   
which it   
is a Partner, provide the Partnership with such information and sign   
such   
documents as are necessary for the Partnership to make timely, accurate   
and   
complete submissions of federal and state income tax returns;    
  
	(l)	within thirty (30) days following the Admission Date, the   
General   
Partner shall submit to Boston Capital evidence of the Partnership's   
engagement of Accountants, who have been approved by BCTC 94, Inc., to   
be   
responsible for the Partnership's audit and tax matter reporting   
obligations   
under Section 13.04 hereof.  BCTC 94, Inc. hereby acknowledges that the   
accounting firm of Reznick, Fedder & Silverman of Bethesda, Maryland is   
approved by BCTC 94, Inc. as the initial Accountant for the Partnership;  
  
	(m)	the General Partner shall provide to BCTC 94, Inc., for its   
approval and Consent, prior to execution, a copy of the Extended Use   
Commitment to be entered into between the Partnership and the Agency and   
shall   
ensure that such Extended Use Commitment is executed and recorded no   
later   
than the end of the first taxable year in which any Tax Credit is   
claimed by   
the Partnership with respect to any building in the Apartment Complex;   
and  
  
	(n)	the General Partner shall establish and maintain all reserve   
accounts required by the Lender pursuant to the Loan Documents.  
  
  
  
ARTICLE V  
PARTNERS, PARTNERSHIP INTERESTS  
AND OBLIGATIONS OF THE PARTNERSHIP  
  
	5.01. Partners, Capital Contributions and Partnership Interests.  
  
	(a)	The General Partner, its principal address or place of   
business,   
its Capital Contribution and Percentage Interest are as follows:  
  
Byam Village of Massachusetts LLC				$246,700      1.0%  
One Boston Place, Suite 2100  
Boston, MA 02110  
  
	In the event that the Partnership  has not paid all or part of the   
Deferred Development Fee when the final payment is due pursuant to the   
Development Agreement and Section 8.10 hereof, the General Partner shall   
contribute to the Partnership an amount equal to any such remaining   
principal   
balance (the "General Partner's Special Capital Contribution") and the   
Partnership shall thereupon make a payment in an equal amount to pay off   
the   
principal balance due under the Development Agreement.  
  
	(b)(i)	The Investment Partnership, its principal office or   
place of   
business, its Capital Contribution and its Percentage Interest is as   
follows:  
  
	Boston Capital Tax		$426,008 (as more		98.99%	  
	  
		Credit Fund IV L.P. 		specifically set  
	(Series 26)			forth in subparagraph  
c/o Boston Capital		(c) immediately below)				       
Partners, Inc.					  
	One Boston Place				  
	21st Floor	  
	Boston, MA 02110  
  
	(ii)	The Special Limited Partner, its principal office or place   
of   
business, its Capital Contribution and its Percentage Interest is as   
follows:  
  
	BCTC 94, Inc.			$10.00				0.01%  
	c/o Boston Capital  
	Partners, Inc.  
	One Boston Place,  
	21st Floor  
	Boston, MA 02210  
  
	(c)	Subject to the provisions of this Agreement, including,   
without   
limitation, the provisions of Sections 5.01(d) and 5.03, the Investment   
Partnership shall be obligated to make Capital Contributions to the   
Partnership in the aggregate amount of $426,008 in four (4) installments   
(the   
"Installments"), which Installments shall be due and payable in cash by   
the   
Investment Partnership within twenty-one (21) days after the Investment   
Partnership shall have received evidence, reasonably satisfactory to   
them, of   
the occurrence of each of the conditions set forth below as to the   
applicable   
Installment, as follows:  
  
	(i)	$355,000 on the latest to occur of (A) Initial Closing, or   
(B) the   
Admission Date, (the "First Installment");  
  
	(ii)	$45,000 on the latest to occur of (A) Cost Certification,   
(B)   
receipt of an updated title insurance policy satisfactory to BCTC 94,   
Inc.,   
(C) Initial 100% Occupancy Date, (D) Rental Achievement, (E)   
confirmation by   
Boston Capital that outstanding due diligence items have been completed   
by the   
General Partner to the reasonable satisfaction of Boston Capital, if   
any, (F)   
receipt of a payoff letter from the Contractor stating that all amounts   
payable to the Contractor have been paid in full and that the   
Partnership is   
not in violation of the Construction Contract, (G) receipt of a valid   
and   
recorded Extended Use Commitment and receipt of a subordination   
agreement   
subordinating the Mortgage Loans to the Extended Use Commitment or (H)   
satisfaction of all of the conditions to the payment of the First   
Installment   
(the "Second Installment"); and  
  
	(iii)	$20,000 on the latest to occur of (A) Final Closing, (B)   
State   
Designation, (C) Rental Achievement or (D) satisfaction of all of the   
conditions to the payment of the Second Installment (the "Third   
Installment:);   
and  
  
(iv)	$6,008 on the latest to occur of  (A) the receipt by the   
Investment Partnership of the Partnership's federal income tax return   
and an   
audited financial statement for the year in which Rental Achievement   
occurred   
or (B) satisfaction of all of the conditions to the payment of the First   
and   
Second Installments (the "Fourth Installment").   
  
As a condition precedent to each payment set forth above other than the   
First   
Installment, the General Partner shall, not less than twenty (20) days   
nor   
more than thirty (30) days prior to the time such Installment is due,   
give the   
Investment Partnership Notice in the form of a written certification   
that: (A)   
all conditions precedent to such Installment have been satisfied, (B)   
the   
representations, warranties and covenants given by the General Partner   
in   
Section 4.01(a) are valid and accurate, where still applicable, with   
respect   
to the General Partner, the Partnership and/or the Apartment Complex, as   
of   
the date of such certificate, and (C) to the best of its knowledge,   
after due   
inquiry, no condition exists which would, pursuant to Section 5.03,   
entitle   
the Investment Partnership to withhold the payment of such Installment.    
Based   
upon the giving of such Notice, such Installment shall be made on the   
due date   
therefor, or if such Notice is not timely given, then within twenty-one   
(21)   
days after receipt of such Notice.  
  
	(d)	(i) Upon the occurrence of Cost Certification or State   
Designation, if ninety-nine percent (99%) of the aggregate amount of Tax   
Credits: (A) for which the Partnership would be eligible with respect to   
the   
Apartment Complex based upon the Cost Certification, and/or (B)   
allocated by   
the Agency with respect to the Apartment Complex, is less than the   
aggregate   
amount of the Projected Credit over the ten-year credit period (the   
"Allocation Differential"), then the Capital Contribution of the   
Investment   
Partnership shall be reduced by the "Adjustment Amount".  The Adjustment   
Amount shall be equal to the Allocation Differential multiplied by 64%.    
Any   
such reduction in Capital Contribution shall be applied to reduce the   
Second   
Installment and if, and to the extent necessary, the Third Installment   
and if,   
and to the extent necessary, the Fourth Installment.  If no further   
Installments are due to be paid, then the entire amount of such   
reduction   
shall be repaid by the Partnership to the Investment Partnership   
promptly   
after demand is made therefor.  The General Partner is obligated to   
provide   
such funds to the Partnership as shall be necessary to cause the   
aforesaid   
payment to be made by the Partnership to the Investment Partnership.  In   
the   
event that there is a reduction in Capital Contributions equal to the   
Adjustment Amount, then the amount of the Projected Credit shall be   
proportionately reduced to reflect the Allocation Differential, and   
thereafter   
shall be referred to as the "Revised Projected Credit".  
  
		(ii) If at any time the Accountants determine that, for any   
fiscal   
year or portion thereof during the Partnership's operation, ending on   
the date   
five (5) years from and after the date of Substantial Completion (the   
"Reduction Period"), the Actual Credit for such fiscal year or portion   
thereof   
is less than the Projected Credit (or Revised Projected Credit)   
applicable to   
such fiscal year or portion thereof, then the Capital Contribution of   
the   
Investment Partnership shall be reduced by the Reduction Amount.  The   
"Reduction Amount" shall be equal to the sum of (A) the Credit Shortfall   
multiplied by 64% and (B) the amount of any recapture, interest or   
penalty   
payable by the limited partners of the Investment Partnership (assuming   
pass   
through of all such liability in the year incurred and a tax rate equal   
to the   
maximum individual rate applicable in such year) as a result of the   
Credit   
Shortfall for such year.  Any reduction in Capital Contribution shall   
first be   
applied to reduce the Installment next due to be paid by the Investment   
Partnership, and any portion of such reduction in excess of such   
Installment   
shall be applied to reduce succeeding Installments.  If no further   
Installments are due to be paid, then the entire amount of such   
reduction   
shall be repaid by the Partnership to the Investment Partnership   
promptly   
after demand is made therefor. The General Partner is obligated to   
provide   
such funds to the Partnership as shall be necessary to cause the   
aforesaid   
payment to be made by the Partnership to the Investment Partnership.  
  
		(iii) In the event that, for any reason, at any time after   
the   
Reduction Period, there is a Credit Shortfall with respect to any fiscal   
year   
during the Partnership's operation, the Investment Partnership shall be   
treated as having made a constructive advance to the Partnership with   
respect   
to such year (a "Credit Recovery Loan"), which shall be deemed to have   
been   
made on January 1 of such year, in an amount equal to the sum of (A) the   
Credit Shortfall for such year, plus (B) the amount of any recapture,   
interest   
or penalty payable by the limited partners of the Investment Partnership   
(assuming pass-through of all such liability in the year incurred and a   
tax   
rate equal to the maximum individual rate applicable in such year) as a   
result   
of the Credit Shortfall for such year.  Credit Recovery Loans shall be   
deemed   
to bear simple (not compounded) interest, from the respective dates on   
which   
such principal advances are deemed to have been made under this Section   
5.01(d) (iii) at 9% per annum.  Credit Recovery Loans shall be repayable   
by   
the Partnership as provided in Section 11.04(A)(c).  
  
	(e)	Without the Consent of the General Partner and the   
Investment   
Partnership, no additional Persons may be admitted as additional Limited   
Partners and Capital Contributions may be accepted only as and to the   
extent   
expressly provided for in this Article V.  
  
	5.02.  Return of Capital Contribution.  Except as provided in this   
Agreement, no Partner shall be entitled to demand or receive the return   
of his   
Capital Contribution.  
  
	5.03.  Withholding of Capital Contribution Upon Default.  In the   
event   
that: (a) the General Partner, or any successor General Partner shall   
not have   
substantially complied with any material provisions under this   
Agreement,   
after Notice from the Investment Partnership of such noncompliance and   
failure   
to cure such noncompliance within a period of thirty (30) days from and   
after   
the date of such Notice, or (b) Lender shall have declared the   
Partnership to   
be in default under the Mortgage Loan, or (c) foreclosure proceedings   
shall   
have been commenced against the Apartment Complex, or (d) the   
Partnership   
shall not have satisfied the post-closing conditions described on   
Exhibit A   
attached hereto within the timeframes designated therein, then the   
Partnership   
and the Investment Partnership, at its sole election, may cause the   
withholding of payment of any Installment otherwise payable to the   
Partnership.  Notwithstanding the provisions herein, in the event that   
an   
Installment payment becomes due during the cure period stated in this   
Section   
5.03(a), the Investment Partnership, at its sole election, may cause the   
withholding of any payment of any such Installment otherwise payable to   
the   
Partnership until the termination of such cure period, and then,   
according to   
the provisions herein.  
  
	All amounts so withheld by the Investment Partnership under this   
Section   
5.03 shall be promptly released to the Partnership only after the   
General   
Partner or the Partnership has cured the default justifying the   
withholding,   
as demonstrated by evidence reasonably acceptable to the Investment   
Partnership.  
  
	5.04.  Legal Opinions.  As a condition precedent to payment of the   
First   
Installment, the Investment Partnership shall have received the opinions   
of   
Peabody & Brown of Boston, MA and Tobin, Carberry, O'Malley, Riley &   
Selinger,   
PC of New London, CT, which opinions shall be in form and substance   
satisfactory to the Investment Partnership and shall explicitly state   
that   
Hinckley, Allen & Snyder, of Boston, Massachusetts, counsel to the   
Limited   
Partner, may explicitly rely upon them.  
  
	5.05.  Repurchase Obligation.  
  
	(a)	If (i) Substantial Completion has not occurred and/or the   
Apartment Complex is not placed in service by December 31, 1998; (ii)   
the   
Partnership has not received State Designation for the year or years   
that the   
Apartment Complex is placed in service (for Tax Credit purposes); (iii)   
Rental   
Achievement does not occur within 12 months from and after the   
occurrence of   
Substantial Completion; (iv) the Partnership fails to initially meet the   
Minimum Set-Aside Test or the Rent Restriction Test within 12 months of   
the   
date that the Apartment Complex is placed in service; (v) the   
Partnership   
fails to meet the Minimum Set-Aside Test or the Rent Restriction Test at   
anytime during the first 60 months after initial achievement of the   
Minimum   
Set Aside and Rent Restriction Tests; (vi) Final Closing has not   
occurred by   
fourteen (14) months after Initial Closing; (vii) an event of default   
described in Section 5.03(a), (b) (c) and/or (d) shall exist and shall   
not   
have been cured within 30 days after the occurrence of such default;   
(viii)   
the buildings comprising the Apartment Complex are not placed in service   
prior   
to December 31 in the year in which State Designation has occurred; (ix)   
the   
General Partner fails to make Subordinated Loans as required by this   
Agreement; then the General Partner shall, within 30 days of the   
occurrence   
thereof, send to the Investment Partnership Notice of such event and of   
its   
obligation to purchase the Interest of the Investment Partnership   
hereunder   
and pay to the Investment Partnership its paid-in Capital Contribution   
in the   
event the Investment Partnership in its sole discretion requires such   
purchase   
of its Interest.  Thereafter, the General Partner, within 30 days of   
their   
receipt of Notice from the Investment Partnership of such election,   
shall   
acquire the entire Interest of the Investment Partnership in the   
Partnership   
by making payment to the Investment Partnership, in cash, of an amount   
equal   
to its paid-in Capital Contribution.    
  
	(b)	If the Lender and/or the Agency shall disapprove the   
Investment   
Partnership as a Partner hereunder within 180 days of its admission to   
the   
Partnership, then the Investment Partnership shall, effective as of such   
time   
(or such other time as may be specified by the Lender and/or the Agency   
in its   
disapproval), cease to be a Limited Partner.  The General Partners   
shall,   
within 10 days of the effective date of such termination, purchase the   
Interest of the Investment Partnership in the Partnership and pay to the   
Investment Partnership an amount equal to its Net Capital Contribution.  
  
	(c)	Upon receipt by the Investment Partnership of any such   
payment of   
its Net Capital Contribution or the Invested Amount, as applicable, the   
Interest of the Investment Partnership shall terminate, the Investment   
Partnership shall execute, acknowledge and deliver such documents of   
assignment as the General Partner shall require and effectuate   
termination or   
transfer of its Interest, and the General Partner shall indemnify and   
hold   
harmless the Investment Partnership from any losses, damages, and/or   
liabilities to which the Investment Partnership (as a result of its   
participation hereunder) may be subject, except as and to the extent of   
any   
losses, damages and/or liabilities arising from the Investment   
Partnership's   
own negligence, misconduct or fraud.  
ARTICLE VI  
CHANGES IN PARTNERS  
  
	6.01.	Withdrawal of a General Partner.  
  
	(a) 	A General Partner may withdraw from the Partnership or sell,   
transfer or assign his or its Interest as General Partner only with the   
prior   
Consent of BCTC 94, Inc., and of the Lender, if required, and only after   
being   
given written approval by the necessary parties as provided in Section   
6.02,   
and by the Lender, if required, of the General Partner(s) to be   
substituted   
for him or it or to receive all or part of his or its Interest as   
General   
Partner.  
  
	(b) 	In the event that a General Partner withdraws from the   
Partnership   
or sells, transfers or assigns his or its entire Interest pursuant to   
Section   
6.01(a), he or it shall be and shall remain liable for all obligations   
and   
liabilities incurred by him or it as General Partner, or arising out of   
any   
events occurring before such withdrawal, sale, transfer or assignment   
shall   
have become effective, but shall be free of any obligation or liability   
incurred on account of the activities of the Partnership from and after   
the   
time such withdrawal, sale, transfer or assignment shall have become   
effective.  
  
	6.02.  Admission of a Successor or Additional General Partner.  A   
Person   
shall be admitted as a General Partner of the Partnership only if the   
following terms and conditions are satisfied:  
  
	(a)	the withdrawal of any withdrawing General Partner and the   
admission of such Person shall have been Consented to by the remaining   
General   
Partner or its successors and the Investment Partnership, and consented   
to, if   
required, by the Lender;  
  
	(b)	the successor or additional Person shall have accepted and   
agreed   
to be bound by (i) all the terms and provisions of this Agreement, by   
executing a counterpart hereof, and (ii) all the terms and provisions of   
the   
Loan Documents, including by executing a counterpart thereof to the   
extent   
required by a Lender, and (iii) all the terms and provisions of such   
other   
documents or instruments as may be required or appropriate in order to   
effect   
the admission of such Person as a General Partner, and an amendment to   
this   
Agreement and/or the Certificate, as applicable, evidencing the   
admission of   
such Person as a General Partner shall have been filed and all other   
actions   
required by Section 1.05 in connection with such admission shall have   
been   
performed;  
  
	(c)	if the successor or additional Person is a corporation or a   
limited liability company, it shall have provided the Partnership with   
evidence satisfactory to counsel for the Partnership of its authority to   
become a General Partner, to do business in the State and to be bound by   
the   
terms and provisions of this Agreement; and  
  
	(d)	counsel for the Partnership shall have rendered an opinion   
that   
the admission of the successor or additional Person is in conformity   
with the   
Act and that none of the actions taken in connection with the admission   
of the   
successor Person will cause the termination or dissolution of the   
Partnership   
or will cause it to be classified other than as a partnership for   
federal   
income tax purposes.  
  
6.03.	Effect of Bankruptcy, Death, Withdrawal, Dissolution or   
Incompetence of a  
General Partner.  
  
	(a)	In the event of the Bankruptcy of a General Partner or the   
withdrawal, death or dissolution of a General Partner or an adjudication   
that   
a General Partner is incompetent (which term shall include, but not be   
limited   
to, insanity) the business of the Partnership shall be continued by the   
other   
General Partner, if any, (and the other General Partner, by execution of   
this   
Agreement, expressly so agrees to continue the business of the   
Partnership);   
provided, however, that if the withdrawn, Bankrupt, deceased, dissolved   
or   
incompetent General Partner is then the sole General Partner, unless the   
Investment Partnership within ninety (90) days after receiving Notice of   
such   
Bankruptcy, withdrawal, death, dissolution or adjudication of   
incompetence   
elects to designate a successor General Partner and continue the   
Partnership   
upon the admission of such successor General Partner to the Partnership,   
the   
Partnership shall be terminated.  
  
	(b)	Upon the Bankruptcy, death, dissolution or adjudication of   
incompetence of a General Partner, such General Partner shall   
immediately   
cease to be a General Partner and his or its Interest shall without   
further   
action be converted to a Limited Partner Interest; provided, however,   
that if   
such Bankrupt, dissolved, incompetent or deceased General Partner is the   
sole   
remaining General Partner, such General Partner shall cease to be a   
General   
Partner only upon the expiration of ninety (90) days after Notice to the   
Investment Partnership of the Bankruptcy, death, dissolution or   
declaration of   
incompetence of such General Partner; and provided further that if such   
Bankrupt, dissolved, incompetent or deceased General Partner is the sole   
remaining General Partner, the converted Partnership Interest of such   
replaced   
General Partner shall be ratably reduced to the extent necessary to   
insure   
that the substitute General Partner holds a 1% Percentage Interest (as   
set   
forth in Section 5.01) and will receive such percentage interest   
distribution   
of the General Partner's percentage pursuant to Section 11.04A(f), as is   
deemed reasonable by the Limited Partners as a result of good faith   
negotiations with such substitute General Partner; such replaced General   
Partner whose Interest has been converted to that of a Limited Partner   
shall   
remain entitled to his or its proportionate share of the remainder of   
the   
distribution pursuant to Section 11.04A(f).  
  
	Except as set forth above, such conversion of a General Partner   
Interest   
to a Limited Partner Interest shall not affect any rights, obligations   
or   
liabilities (including without limitation, any of the General Partner's   
obligations under Section 8.09 herein) of the Bankrupt, deceased,   
dissolved or   
incompetent General Partner existing prior to the Bankruptcy, death,   
dissolution or incompetence of such person as a General Partner (whether   
or   
not such rights, obligations or liabilities were known or had matured).  
  
	(c)	If, at the time of the withdrawal, Bankruptcy, death,   
dissolution   
or adjudication of incompetence of a General Partner, the Bankrupt,   
deceased,   
dissolved or incompetent General Partner was not the sole General   
Partner of   
the Partnership, the remaining General Partner or General Partners shall   
promptly (i) give Notice to the Limited Partners of such Bankruptcy,   
death,   
dissolution or adjudication of incompetence, and (ii) make such   
amendments to   
this Agreement and execute and file such amendments or documents or   
other   
instruments as are necessary to reflect the conversion of the Interest   
of the   
Bankrupt, deceased, dissolved or incompetent General Partner and his   
having   
ceased to be a General Partner.  The remaining General Partner or   
General   
Partners are hereby granted an irrevocable power of attorney to execute   
any or   
all documents on behalf of the Partners and the Partnership and to file   
such   
documents as may be required to effectuate the provisions of this   
Section   
6.03.  
  
  
  
ARTICLE VII  
ASSIGNMENT TO THE PARTNERSHIP  
  
	7.01.  Assignment of Contracts, etc.  The General Partner hereby   
transfers and assigns to the Partnership all of its right, title and   
interest   
in and to the Apartment Complex, including the following:  
  
	(i) all contracts with architects, engineers, contractors and   
supervising architects with respect to the rehabilitation or development   
of   
the Apartment Complex;  
  
	(ii) all plans, specifications and working drawings, heretofore   
prepared   
or obtained in connection with the Apartment Complex and all   
governmental   
approvals obtained, including planning, zoning and building permits;  
  
	(iii) any and all commitments with respect to the Mortgage Loan;   
and  
  
	(iv) any other work product related to the Apartment Complex.  
  
ARTICLE VIII  
RIGHTS, OBLIGATIONS AND POWERS  
OF THE GENERAL PARTNER  
  
	8.01.  Management of the Partnership.  
  
	(a)	Except as otherwise set forth in this Agreement, the General   
Partner, within the authority granted to it under this Agreement, shall   
have   
full, complete and exclusive discretion to manage and control the   
business of   
the Partnership for the purposes stated in Article III, shall make all   
decisions affecting the business of the Partnership and shall manage and   
control the affairs of the Partnership to the best of its ability and   
use its   
best efforts to carry out the purpose of the Partnership.  In so doing,   
the   
General Partner shall take all actions necessary or appropriate to   
protect the   
interests of the Limited Partner and of the Partnership.  The General   
Partner   
shall devote such of its time as is necessary to the affairs of the   
Partnership.  
  
	(b)	Except as otherwise set forth in this Agreement and subject   
to the   
applicable Lender rules and regulations and the provisions of the   
Project   
Documents, the General Partner (acting for and on behalf of the   
Partnership),   
in extension and not in limitation of the rights and powers given by law   
or by   
the other provisions of this Agreement, shall, in its sole discretion,   
have   
the full and entire right, power and authority in the management of the   
Partnership business to do any and all acts and things necessary,   
proper,   
convenient or advisable to effectuate the purpose of the Partnership.    
In   
furtherance and not in limitation of the foregoing provisions, the   
General   
Partner is specifically authorized and empowered to execute and deliver,   
on   
behalf of the Partnership, the Project Documents and to execute any and   
all   
other instruments and documents, and amendments thereto, as shall be   
required   
in connection with the Mortgage Loan, including, but not limited to,   
executing   
any mortgage, note, contract, building loan agreement, bank resolution   
and   
signature card, release, discharge, or any other document or instrument   
in any   
way related thereto or necessary or appropriate in connection therewith;   
provided, however, that copies of all applications for advances of   
Mortgage   
Loan proceeds which occur after the Admission Date shall be provided to   
the   
Investment Partnership prior to the disbursement of any funds pursuant   
thereto.  All decisions made for and on behalf of the Partnership by the   
General Partner shall be binding upon the Partnership.  No person   
dealing with   
the General Partner shall be required to determine its authority to make   
any   
undertaking on behalf of the Partnership, nor to determine any facts or   
circumstances bearing upon the existence of such authority.  
  
	(c)	Subject to the terms of this Partnership Agreement, the   
General   
Partner shall be responsible for the management and administration of   
the   
Partnership business and shall have all rights and authority generally   
conferred by law or necessary, advisable or consistent with   
accomplishing the   
purpose of the Partnership.  Subject to the consent of the Special   
Limited   
Partner, which consent shall not be unreasonably withheld, the General   
Partner   
shall have the power to assign duties and may delegate any of its   
powers,   
rights and obligations hereunder and may appoint, employ, contract or   
otherwise deal with any person for the transaction of business of the   
Partnership, which person may, but only under the supervision of the   
General   
Partner perform any acts or services for the Partnership as the General   
Partner may approve.  
  
	8.02.  Limitations Upon the Authority of the General Partner.  
  
	(a)	The General Partner shall not have any authority to:  
  
		(i)	perform any act in violation of any applicable law or   
regulation thereunder;  
  
		(ii)	perform any act in violation of the provisions of the   
Extended Use Commitment, the Loan Documents, or any other Project   
Documents;  
  
		(iii)	do any act required to be approved or ratified in   
writing by   
all Limited Partners under the Act unless the right to do so is   
expressly   
otherwise given in this Agreement;  
  
		(iv)	rent apartments in the Apartment Complex such that the   
Apartment Complex would not meet the requirements of the Rent   
Restriction Test   
or Minimum Set-Aside Test or to rent units to any individuals where   
income   
exceeds 60% of area median income, as adjusted for family size; or  
  
		(v)	borrow from the Partnership or commingle Partnership   
funds   
with funds of any other Person.  
  
	(b)	The General Partner shall not, without the Consent of BCTC   
94,   
Inc. have any authority to:  
  
		(i)	sell or otherwise dispose of, at any time, all or   
substantially all of the assets of the Partnership;  
  
		(ii)	borrow in excess of $10,000 in the aggregate at any   
one time   
outstanding on the general credit of the Partnership, except borrowings   
constituting Subordinated Loans or Credit Recovery Loans;  
  
		(iii)	following Substantial Completion, construct any new or   
replacement capital improvements on the Apartment Complex which   
substantially   
alter the Apartment Complex or its use or which are at a cost in excess   
of   
$10,000 in a single Partnership fiscal year, except (a) replacements and   
remodeling in the ordinary course of business or under emergency   
conditions or   
(b) construction paid for from insurance proceeds;  
  
		(iv)	acquire any real property in addition to the Apartment   
Complex; or  
  
		(v)	refinance the Mortgage Loan, provided that, with the   
Consent   
of BCTC 94, Inc., the General Partner may substitute, in whole or in   
part, the   
Mortgage Loan with other permanent first mortgage financing, provided   
such   
financing (a) is without recourse to any Partner of the Partnership, (b)   
has a   
term that ends no earlier than the last day of the "Compliance Period"   
as   
defined in Code Section 42, (c) has fixed debt service no greater than   
the   
fixed debt service applicable to the Mortgage Loan during the term of   
the   
Mortgage Loan and (d) permits use of refinancing proceeds only for   
Partnership   
purposes approved by the Investment Partnership.  
  
	8.03.  Management Purposes.  In conducting the business of the   
Partnership, the General Partner shall be bound by the Partnership's   
purpose(s) set forth in Article III.  
  
	8.04.  Delegation of Authority.  Subject to Section 8.05 hereof,   
the   
General Partner may employ, contract, or otherwise deal with any Person   
in   
connection with the performance of its management responsibilities   
hereunder,   
provided such Person acts only under the supervision of the General   
Partner.  
  
	8.05.	General Partner or Affiliates Dealing with Partnership.  
  
		(a)	The General Partner or any Affiliate may act as   
Management   
Agent on such terms and conditions permitted by applicable regulations   
of the   
Lender and the Agency, and may receive compensation at the highest rates   
approved and permitted by the Lender or the Agency at any time;   
provided,   
however, that the Management Agent may not receive compensation in   
excess of   
that permitted by HUD and the Lender; provided, further, that   
notwithstanding   
the foregoing, the Management Agent may not receive compensation in   
excess of   
five percent (5%) of gross rental receipts received from tenants of the   
Apartment Complex without the prior approval of BCTC 94, Inc.  
  
		(b)	The General Partner or any Affiliates thereof shall   
have the   
right to contract or otherwise deal with the Partnership for the sale of   
goods   
or services to the Partnership in addition to those set forth herein, if   
(A)   
compensation paid or promised for such goods or services is reasonable   
(i.e.,   
at fair market value) and is paid only for goods or services actually   
furnished to the Partnership, (B) the goods or services to be furnished   
shall   
be reasonable for and necessary to the Partnership, (C) the fees, terms   
and   
conditions of such transaction are at least as favorable to the   
Partnership as   
would be obtainable in an arm's-length transaction, (D) no agent,   
attorney,   
accountant or other independent consultant or contractor who also is   
employed   
on a full-time basis by the General Partner or any Affiliate shall be   
compensated by the Partnership for his services.  
  
	Any contract covering such transactions shall be in writing and   
shall be   
terminable without penalty on sixty (60) days Notice.  Any payment made   
to the   
General Partner or any Affiliate for such goods or services shall be   
fully   
disclosed to all Limited Partners in the reports required under Section   
13.04.    
Neither the General Partner nor any Affiliate shall, by the making of   
lump-sum   
payments to any other Person for disbursement by such other Person,   
circumvent   
the provisions of this Section 8.05(b).  
  
	8.06.  Other Activities.  The General Partner and any Affiliates   
thereof   
may engage in or possess interests in other business ventures of every   
kind   
and description for their own account, including, without limitation,   
serving   
as general partner of other partnerships which own, either directly or   
through   
interests in other partnerships, government-assisted housing projects   
similar   
to the Apartment Complex.  Neither the Partnership nor any of the   
Partners   
shall have any rights by virtue of this Agreement in or to such other   
business   
ventures or to the income or profits derived therefrom.  
  
8.07.	Liability for Acts and Omissions.  No General Partner shall be   
liable, responsible or accountable in damages or otherwise to any of the   
Partners for any act or omission performed or omitted by him or it, or   
any of   
them, in good faith on behalf of the Partnership and in a manner   
reasonably   
believed by him or it or any of them to be within the scope of the   
authority   
granted to him or it or any of them by this Agreement and in the best   
interest   
of the Partnership, except for gross negligence, willful misconduct,   
fraud or   
any material breach of his or its or their fiduciary duty as General   
Partner   
with respect to such acts or omissions.  Any loss or damage incurred by   
any   
General Partner by reason of any act or omission performed or omitted by   
him   
or it or any of them in good faith on behalf of the Partnership and in a   
manner reasonably believed by him or it or any of them to be within the   
scope   
of the authority granted to him or it by this Agreement and in the best   
interests of the Partnership (but not, in any event, any loss or damage   
incurred by any General Partner by reason of gross negligence, willful   
misconduct, fraud or any material breach of his or its or their   
fiduciary duty   
as General Partner with respect to such acts or omissions, or   
liabilities of   
the Partners chargeable to the General Partner) shall be paid from   
Partnership   
assets to the extent available, but the Limited Partners shall not have   
any   
personal liability to the General Partner under any circumstances on   
account   
of any such loss or damage incurred by the General Partner or on account   
of   
the payment thereof.  
  
	8.08.  [Intentionally Omitted].  
  
  
  
	8.09.  Rehabilitation of the Apartment Complex, Construction Cost   
Overruns, Operating Deficits.  
  
	(a)	(i) The Partnership will enter into the Construction   
Contract.    
The General Partner shall be responsible for:  
  
	(A)	achieving completion of  rehabilitation of the Apartment   
Complex on a timely basis in accordance with the Plans and   
Specifications,   
this Agreement and the Project Documents;  
		(B)	meeting all requirements for obtaining all necessary   
permanent, unconditional certificates of occupancy for all the apartment   
units   
in the Apartment Complex;  
  
		(C)	fulfilling all actions required of the Partnership to   
assure   
that the Apartment Complex satisfies the Minimum Set-Aside Test and the   
Rent   
Restriction Test; and  
  
		(D)	causing the making of the Mortgage Loan by the Lender,   
the   
achievement of Initial Closing and the achievement of  Final Closing.  
	  
(ii)	The General Partner hereby is obligated to pay all Excess   
Development Costs; the Partnership shall have no obligation to pay any   
Excess   
Development Costs.    
  
	(iii)	In the event that the General Partner shall fail to pay any   
such   
Excess Development Costs as required in this Section 8.09(a), an amount   
not in   
excess of such Excess Development Costs shall be applied by the   
Partnership   
against the Development Fee due to the Developer as an offset against   
such   
obligations of the General Partner.  
  
	Any such direction and application of funds otherwise payable to   
the   
Developer as aforesaid shall be deemed to have been paid by the   
Partnership to   
the Developer and then applied to reduce the amount of the Excess   
Development   
Costs, and the Partnership's obligation to make installment payments to   
the   
Developer pursuant to Section 8.10(a), as well as the Investment   
Partnership's   
obligation to make future Installments, shall be deemed satisfied to the   
extent of the funds applied to reduce the General Partner's obligation   
to fund   
Excess Development Costs, and the obligations of the General Partner   
pursuant   
to Sections 8.09(a) (i) or 8.09(a) (ii) shall be deemed satisfied to the   
extent of the funds applied.  
  
	(b)	In the event that, at any time prior to a date which is the   
later   
of (i) three (3) years from the date hereof or (ii) Rental Achievement,   
an   
Operating Deficit shall exist, the General Partner shall provide such   
funds to   
the Partnership as shall be necessary to pay such Operating Deficit(s)   
in the   
form of a loan to the Partnership (the "Operating Deficit Loan(s)");   
provided,   
however, that the General Partner's obligation to make Operating Deficit   
Loans   
shall not at any one time exceed an outstanding amount greater than   
$100,000.    
An Operating Deficit Loan shall be a Subordinated Loan payable in   
accordance   
with the provisions of Section 8.17; Operating Deficit Loans shall bear   
no   
interest.  
  
	In the event that the General Partner shall fail to make any such   
Operating Deficit Loan as aforesaid, the Partnership shall utilize   
amounts   
otherwise payable to the Developer as installments of the Development   
Fee   
pursuant to Section 8.10 of this Agreement to meet the obligations of   
the   
General Partner pursuant to this Section 8.09(b).  Amounts so utilized   
shall   
also constitute the payment and satisfaction of installments of the   
Development Fee payable to the Developer under the aforesaid section of   
this   
Agreement, and the obligation of the Partnership to make such   
installment   
payments to the Developer, pursuant to such section, as well as the   
Investment   
Partnership's obligation to make future installments, shall be reduced   
correspondingly.  
  
	8.10.  Development Fee.  The Partnership has entered into a   
Development   
Agreement of even date herewith with the Developer for its services in   
connection with the development and rehabilitation of the Apartment   
Complex.    
In consideration for such services, a Development Fee in the total   
amount of   
$154,643 shall be payable by the Partnership to the Developer solely   
from the   
Capital Contributions by the Investment Partnership except as provided   
in   
Sections 4.02(g), 5.01(a), 11.03A(b) and 11.04(A)(c)(4).  
  
The Development Fee shall be due and payable as follows:  
  
(a) $7,938 upon receipt by the Partnership of the Second Installment;  
  
	(b)  $20,000 upon receipt by the Partnership of the Third   
Installment;  
	  
(c) The balance, less the Deferred Development Fee in the anticipated   
amount of $120,697, upon receipt by the Partnership of the Fourth   
Installment;   
and  
  
	(d)  the Deferred Development Fee shall be payable only in   
accordance   
with Sections 11.03A(b) and 11.04A(c) or, if not sooner paid, on   
December 31,   
2007.  
  
	8.11.  Incentive Partnership Management Fee.  The Partnership has   
entered into a Partnership Management Services Agreement with the   
General   
Partner of even date herewith for its services in managing the business   
of the   
Partnership for the period from the date hereof throughout the term of   
the   
Partnership, commencing in 1997.  Such agreement includes provisions to   
the   
effect that in return for its services in administering and directing   
the   
business of the Partnership, maintaining appropriate books and records   
relating to all financial affairs of the Partnership, and reporting   
periodically to the Partners, the Lender and the Agency with respect to   
the   
financial and administrative affairs of the Partnership and the   
Apartment   
Complex, the Partnership shall pay to the General Partner, from the Cash   
Flow   
and/or from Proceeds of Capital Transactions of the Partnership   
available for   
distribution and in accordance with Section 11.03A(e) and 11.04(A)(c)(3)   
an   
annual Incentive Partnership Management Fee.  
  
	Such fee shall be payable in accordance with the provisions of any   
applicable regulations of the Lender or the Agency and of the Project   
Documents and shall be in an amount equal to $3,700 per year, commencing   
in   
1997 and payable from Cash Flow.  Such fee shall not be cumulative from   
year   
to year and shall only be paid to the extent that Cash Flow or Proceeds   
of   
Capital Transaction are sufficient to make all or a portion of the then-  
due   
payments.  
  
	8.11.1  Asset Management Fee.  The Partnership shall pay to Boston   
Capital, or an Affiliate thereof, an annual Asset Management Fee in the   
amount   
of $3,700 per annum, commencing in 1997, for its services in assisting   
with   
the preparation of the reports required pursuant to Section 13.04, which   
fee   
shall be payable from Cash Flow; provided, however, that if in any   
fiscal   
year, Cash Flow is insufficient to pay all or any portion of the Asset   
Management Fee, the General Partner shall make a Subordinated Loan to   
the   
Partnership in an amount not to exceed the lesser of $1,000 per annum or   
that   
amount necessary to pay the unpaid portion of such fee. Any unpaid   
portion of   
said Asset Management Fee shall accrue, without interest, and shall be   
payable   
on a cumulative basis in the first year in which there is sufficient   
Cash Flow   
available for the payment of such fee, or, in the first year in which   
proceeds   
of a Capital Transaction are available.  
Such Deferred Development Fee shall be payable only in accordance with   
Sections 11.03A(b) and 11.04A(c) or, if not sooner paid, on December 31,   
2007.  
  
	8.11.  Incentive Partnership Management Fee.  The Partnership has   
entered into a Partnership Management Services Agreement with the   
General   
Partner of even date herewith for its services in managing the business   
of the   
Partnership for the period from the date hereof throughout the term of   
the   
Partnership, commencing in 1997.  Such agreement includes provisions to   
the   
effect that in return for its services in administering and directing   
the   
business of the Partnership, maintaining appropriate books and records   
relating to all financial affairs of the Partnership, and reporting   
periodically to the Partners, the Lender and the Agency with respect to   
the   
financial and administrative affairs of the Partnership and the   
Apartment   
Complex, the Partnership shall pay to the General Partner, from the Cash   
Flow   
and/or from Proceeds of Capital Transactions of the Partnership   
available for   
distribution and in accordance with Section 11.03A(e) and 11.04(A)(c)(3)   
an   
annual Incentive Partnership Management Fee.  
  
	Such fee shall be payable in accordance with the provisions of any   
applicable regulations of the Lender or the Agency and of the Project   
Documents and shall be in an amount equal to $2,300 per year, commencing   
in   
1997 and payable from Cash Flow.  Such fee shall not be cumulative from   
year   
to year and shall only be paid to the extent that Cash Flow or Proceeds   
of   
Capital Transaction are sufficient to make all or a portion of the then-  
due   
payments.  
  
	8.11.1  Asset Management Fee.  The Partnership shall pay to Boston   
Capital, or an Affiliate thereof, an annual Asset Management Fee in the   
amount   
of $2,300 per annum, commencing in 1997, for its services in assisting   
with   
the preparation of the reports required pursuant to Section 13.04, which   
fee   
shall be payable from Cash Flow; provided, however, that if in any   
fiscal   
year, Cash Flow is insufficient to pay all or any portion of the Asset   
Management Fee, the General Partner shall make a Subordinated Loan to   
the   
Partnership in an amount not to exceed the lesser of $1,000 per annum or   
that   
amount necessary to pay the unpaid portion of such fee. Any unpaid   
portion of   
said Asset Management Fee shall accrue, without interest, and shall be   
payable   
on a cumulative basis in the first year in which there is sufficient   
Cash Flow   
available for the payment of such fee, or, in the first year in which   
proceeds   
of a Capital Transaction are available.  
  
	8.12.  Withholding of Fee Payments.  In the event that (a) a   
General   
Partner or any successor General Partner or the general partner of any   
Affiliated Limited Partnership shall not have substantially complied   
with any   
material provisions under this Agreement or the applicable limited   
partnership   
agreement, or (b) any financing commitment of any lender, or any   
agreement   
entered into by the Partnership for financing related to the Apartment   
Complex   
or the property of any Affiliated Limited Partnership shall have   
terminated   
prior to their respective termination date(s), or (c) foreclosure   
proceedings   
shall have been commenced against the Apartment Complex or the property   
of   
such Affiliated Limited Partnership, then (i) such General Partner shall   
be in   
default of this Agreement, and the Partnership shall withhold payment of   
any   
installment of fees payable pursuant to Sections 8.10 and 8.11, and (ii)   
the   
General Partner shall be liable for the Partnership's payment of any and   
all   
installments of the Development Fee payable pursuant to Section 8.10, to   
the   
extent that the Investment Partnership has withheld any Installment(s)   
pursuant to Section 5.03 as a result of the above-described default.    
  
	All amounts so withheld by the Partnership under this Section 8.12   
shall   
be promptly released only after the General Partner has cured the   
default   
justifying the withholding, as demonstrated by evidence reasonably   
acceptable   
to the Investment Partnership.  
  
	8.13.  Removal of the General Partner.  
  
	(a)	BCTC 94, Inc., acting on behalf of the Investment   
Partnership, so   
long as the Investment Partnership is a Partner, shall have the right to   
remove any or all General Partners (i) for any intentional misconduct or   
gross   
negligence in the discharge of its duties and obligations as a General   
Partner, or (ii) upon the occurrence of any of the following:  
  
		(A)	such General Partner shall have violated any of the   
material   
provisions of the Extended Use Commitment, the Loan Documents, or any   
provisions of any other Project Document or other document required in   
connection with the Mortgage Loan, or any provisions of the Agency   
regulations   
applicable to the Apartment Complex;  
  
		(B)	such General Partner shall have violated any material   
provision of this Agreement or any provision of applicable law, which   
violations shall include, without limitation (i) withdrawal of the   
General   
Partner without the Consent of the Investment Partnership pursuant to   
the   
Section 6.01(a), (ii) the failure of the General Partner to make   
Subordinated   
Loans required under this Agreement or (iii) the failure of a sole   
General   
Partner which is a corporation to satisfy the requirements of Section   
8.08;  
  
		(C)	such General Partner shall have caused the Mortgage   
Loan to   
go into default; or  
  
		(D)	such General Partner shall have conducted its own   
affairs or   
the affairs of the Partnership in such manner as would:  (1) cause the   
termination of the Partnership for federal income tax purposes; or (2)   
cause   
the Partnership to be treated for federal income tax purposes as an   
association, taxable as a corporation.  
  
	(b)	BCTC 94, Inc. shall give Notice to all Partners of its   
determination that any such General Partner shall be removed.  The   
General   
Partner shall have thirty (30) days after receipt of such Notice to cure   
any   
default or other reason for such removal, in which event it shall remain   
as   
General Partner.  If, at the end of such cure period such General   
Partner has   
not cured any default or other reason for such removal, (i) without any   
further action by any Partner, BCTC 94, Inc. or its designee shall   
automatically become a General Partner and acquire in consideration of a   
cash   
payment of $5 such portion of the Interest of the removed General   
Partner as   
counsel to the Investment Partnership shall determine is the minimum   
appropriate interest in order to assure the continued status of the   
Partnership as a partnership under the Code and under the Act, (ii) the   
remaining portion of the economic Interest of the removed General   
Partner   
shall automatically be converted to an equal economic Interest as an   
Additional Limited Partner, (iii) the economic Interest of BCTC 94, Inc.   
as   
the Special Limited Partner shall continue unaffected by the new status   
of   
BCTC 94, Inc. or its designee as a General Partner, and (iv) the new   
General   
Partner shall automatically be irrevocably delegated all of the powers   
and   
duties of the General Partners hereunder.  
  
	(c)	BCTC 94, Inc. or any successor General Partner proposed by   
the   
Special Limited Partner shall have the option, exercisable in its sole   
discretion, to acquire (i) the Additional Limited Partner Interest of   
any   
removed General Partner and/or (ii) the Class A Limited Partner   
Interest, or   
any portion thereof, upon payment of the agreed or then present fair   
market   
value of such Interest or portion thereof.  Any dispute as to the value   
of the   
Interest or portion thereof to be acquired pursuant to the immediately   
preceding sentence shall be submitted to a committee composed of three   
qualified real estate appraisers, one chosen by the Partner whose   
Interest is   
to be purchased, one chosen by the General Partner, and the third chosen   
by   
the two so chosen.  The proceedings of such committee shall conform to   
the   
rules of the American Arbitration Association, as far as appropriate,   
and its   
decision shall be final and binding.  The expense of arbitration shall   
be born   
equally by the Partner whose Interest is to be purchased and the   
Partnership.    
The method of payment will be deemed presumptively fair where it   
provides for   
a promissory note bearing simple interest at eight percent (8%) per   
annum   
coming due in no less than five (5) years with equal installments each   
year.  
  
	(d)	Upon removal, no General Partner or any Affiliate thereof   
shall be   
entitled to receive any fee, compensation or other remuneration from the   
Partnership, other than the above- described payment for the Interest,   
or   
portion thereof, of the Removed General Partner.  The Partnership is not   
authorized to enter into any arrangement whereby any fee, compensation   
or   
other remuneration could be payable directly or indirectly to any   
General   
Partner or Affiliate thereof in a manner inconsistent with the   
immediately   
preceding sentence unless the prior written consent of BCTC 94, Inc.   
shall   
have been obtained to such particular arrangement.  The Partnership may   
offset   
against any payments to a General Partner removed under this Section   
8.13 any   
damages suffered by the Partnership as a result of any breach of the   
obligations of such General Partner hereunder.  A General Partner so   
removed   
will not be liable as a general partner for any obligations of the   
Partnership   
incurred after the effective date of its removal, but shall be and   
remain   
liable for all obligations and liabilities incurred by it as General   
Partner   
before such removal became effective, including, but not limited to, its   
obligations set forth in Section 8.09 hereof.  
  
	(e)	The General Partner and the Class A Limited Partner hereby   
grants   
to each of the Investment Partnership and BCTC 94, Inc. an irrevocable   
power   
of attorney, coupled with an interest, to execute any and all documents   
on   
behalf of the Partners and the Partnership as shall be legally necessary   
and   
sufficient to effect all of the foregoing provisions of this Section   
8.13. The   
election by the Investment Partnership to remove such General Partner   
under   
this Section shall not limit or restrict the availability and use of any   
other   
remedy which the Investment Partnership or any other Partner might have   
with   
respect to the General Partner in connection with its undertakings and   
responsibilities under this Agreement.  
  
	8.14.  Selection of Management Agent.  The Partnership, with the   
approval of the Lender and the Agency, if required, shall engage such   
person,   
firm or company as the General Partner may select, and as the Investment   
Partnership may approve, which approval shall not be unreasonably   
withheld   
(hereinafter referred to as "Management Agent") to manage the operation   
of the   
Apartment Complex during the rent-up period and following Substantial   
Completion for a period of one year, and thereafter such management   
contract   
may be extended on an annual basis unless terminated for cause.  The   
Management Agent shall be paid a management fee subject to the approval   
of the   
Lender and the Agency, if required.  The contract between the   
Partnership and   
the Management Agent and the management plan for the Apartment Complex   
shall   
be in a form acceptable to the Lender and the Agency, if required.    
Carabetta   
Management Co. is hereby approved by the parties hereto as the initial   
Management Agent.   
  
	8.15.  [Intentionally Omitted].  
  
	8.16.  [Intentionally Omitted]  
  
	8.17.  Subordinated Loans to the Partnership.  In the event that   
additional funds are required by the Partnership for any purpose   
relating to   
the business of the Partnership or for any of its obligations, expenses,   
costs   
or expenditures, the Partnership may borrow such funds as are needed   
from any   
Partners or other Person or organization, including the General Partner,   
for   
such period of time and on such terms as the General Partner, the   
Investment   
Partnership and the Lender, if so required, may agree and at the rate of   
interest then prevailing for comparable loans (except for Operating   
Deficit   
Loans made pursuant to Section 8.09(b), which shall bear interest only   
as   
provided in Section 8.09(b)); provided however, that no such additional   
loans   
shall be secured by any mortgage or other encumbrance on the property of   
the   
Partnership without the prior approval of the Investment Partnership and   
the   
approval of the Lender, if required; except that such approvals shall   
not be   
required in the case of the hypothecation of personal property purchased   
by   
the Partnership and not included in the security agreements executed by   
the   
Partnership at the time of Final Closing.  Loans made under this Section   
shall   
be repaid as set forth in Section 11.01 of this Agreement, but any   
amount of   
any such loan that is outstanding at the time of the occurrence of any   
of the   
events described in Sections 11.04 or 12.01 shall be repaid as provided   
in   
Section 11.04A(c)(5).  The General Partner is obligated to make   
Subordinated   
Loans in accordance with Section 8.09 and Section 8.11.1.  
  
	8.18.  Reserve Fund for Replacements; Tenant Transition Fund.  
  
		(a)	Reserve Fund for Replacements.  The Partnership shall   
establish a Reserve Fund for Replacements with respect to the Apartment   
Complex, as required by the Lender and BCTC 94, Inc.  The Partnership   
shall   
make an initial deposit into the Reserve Fund for Replacements equal to   
$23,000 not later than the making of the First Installment and shall   
make   
subsequent deposits into the Reserve Fund for Replacements equal to   
$9,890   
annually commencing in 1998; such deposits may be suspended only as   
approved   
by the Lender and/or BCTC 94, Inc.  Funds in the Reserve Fund for   
Replacements   
are intended to be employed for the replacement as needed of fixtures,   
equipment, structural elements and other components of the Apartment   
Complex   
of a capital nature.  All interest earnings on funds on deposit in the   
Reserve   
Fund for Replacements shall be retained therein for the aforesaid   
purposes.    
The Reserve Fund for Replacement shall remain under the joint control of   
the   
Lender and, until the expiration of the HAP Contract, HUD.  Withdrawals   
from   
the Reserve Fund for Replacements shall be made only with the consent,   
or upon   
the direction, of the Lender and, if required, HUD; provided, however,   
if such   
consent of the Lender is not required, such withdrawals may be made only   
with   
the Consent, or upon the direction, of the General Partner and BCTC 94,   
Inc.  
  
		(b)	Tenant Transition Fund. The Partnership shall   
establish the   
Tenant Transition Fund as a separate, interest bearing account with a   
financial institution acceptable to the Lender and BCTC 94, Inc. and   
shall   
deposit therein funds in the amount of $75,000 from the Installments.    
The   
account shall be fully funded (less the amount of the Fourth   
Installment) not   
later than the making of the Third Installment.  In the event of any   
shortfall   
in the funding of such account at the time of the Third Installment, the   
General Partner shall provide such funds to the Partnership as shall be   
necessary to eliminate such shortfall in the form of a loan to the   
Partnership   
(the "Tenant Transition Fund Loan").  The Partnership shall make   
subsequent   
deposits from Cash Flow into the Tenant Transition Fund equal to $10,000   
annually commencing in 1998 and continuing through 2003.  In the event   
that   
the account is not fully funded as of the making of the Third   
Installment, the   
Fourth Installment shall be used to fund the balance of the account and   
the   
Investment Partnership shall directly fund its Fourth Installment into   
such   
account.  Funds in the Tenant Transition Fund are intended to be   
employed   
solely for the payment of Operating Deficits (including, without   
limitation,   
debt service, taxes and insurance), unless otherwise released from   
escrow by   
the Lender with the Consent of BCTC 94, Inc.  All interest earnings on   
funds   
on deposit in the Tenant Transition Fund shall be retained therein for   
the   
aforesaid purposes.  Withdrawals from the Tenant Transition Fund shall   
be made   
only with the consent, or upon the direction, of the Lender; provided,   
however, if such consent of the Lender is not required, such withdrawals   
may   
be made only with the Consent, or upon the direction, of the General   
Partner   
and BCTC 94, Inc.  
  
		(c)	Supplemental Replacement Reserve.  The Partnership   
shall   
establish a Supplemental Replacement Reserve with respect to the   
Apartment   
Complex.  The Partnership shall make deposits into the Supplemental   
Replacement Reserve in an amount equal to $6,210 annually, commencing in   
1998.    
Funds in the Supplemental Replacement Reserve are intended to be   
employed for   
the replacement as needed of fixtures, equipment, structural elements   
and   
other components of the Apartment Complex of a capital nature.  All   
interest   
earnings on funds on deposit in the Supplemental Replacement Reserve   
shall be   
retained therein for the aforesaid purposes.  Withdrawals from the   
Supplemental Replacement Reserve shall be made only with the Consent, or   
upon   
the direction, of the General Partner, BCTC 94, Inc. and the Lender.  
  
ARTICLE IX  
TRANSFERS OF, AND RESTRICTIONS ON TRANSFERS  
OF INTERESTS OF LIMITED PARTNERS  
  
	9.01.  Purchase for Investment.  
  
		(a)	The Investment Partnership and the Class A Limited   
Partner   
hereby represent and warrant to the General Partner and to the   
Partnership   
that the acquisition of their respective Interest is made as principal   
for   
their respective account for investment purposes only and not with a   
view to   
the resale or distribution of such Interest, except insofar as the   
Securities   
Act of 1933 and any applicable securities law of any state or other   
jurisdiction permit such acquisitions to be made for the account of   
others or   
with a view to the resale or distribution of such Interest without   
requiring   
that such Interest, or the acquisition, resale or distribution thereof,   
be   
registered under the Securities Act of 1933 or any applicable securities   
law   
of any state or other jurisdiction.  
  
		(b)	The Investment Partnership and the Class A Limited   
Partner   
agree that they will not sell, assign or otherwise transfer their   
respective   
Interest or any fraction thereof to any Person who does not similarly   
represent and warrant and similarly agree not to sell, assign or   
transfer such   
Interest or fraction thereof to any Person who does not similarly   
represent   
and warrant and agree.  
  
	(c)	Neither the Investment Partnership nor the Class A Limited   
Partner shall sell, assign or otherwise transfer their respective   
Interest or   
any fraction thereof to any Person until the Investment Partnership or   
the   
Class A Limited Partner, as the case may be, has provided the   
Partnership with   
a legal opinion, reasonably satisfactory to the General Partner, that   
such   
sale, assignment or other transfer does not violate any state or federal   
securities laws or require the Interest to be registered under any such   
laws.  
  
	9.02.  Restrictions on Transfer of Limited Partner's Interests.  
  
		(a)	Under no circumstances will any offer, sale, transfer,   
assignment, hypothecation or pledge of any Limited Partner Interest be   
permitted unless the General Partner, in its sole discretion, shall have   
Consented.  
  
		(b)	The Limited Partner whose interest is being   
transferred   
shall pay such reasonable expenses as may be incurred by the Partnership   
in   
connection with such transfer.  
  
	9.03.  Admission of Substitute Limited Partners.  
  
		(a)	Subject to the other provisions of this Article IX, an   
assignee of the Interest of a Limited Partner (which shall be understood   
to   
include any purchaser, transferee, donee, or other recipient of any   
disposition of such Interest) shall be admitted as a Substitute Limited   
Partner of the Partnership only upon the satisfactory completion of the   
following:  
  
		(i)	Consent of the General Partner (which may be withheld   
in its   
sole discretion) and the consent of the Lender, if required, shall have   
been   
given, which Consent of the General Partners may be evidenced by the   
execution   
by the General Partners of an amended Agreement and/or Certificate   
evidencing   
the admission of such Person as a Limited Partner pursuant to the   
requirements   
to the Act;  
  
	(ii)	the assignee shall have accepted and agreed to be bound by   
the terms and provisions of this Agreement by executing a counterpart   
thereof   
or an appropriate amendment hereto, and such other documents or   
instruments as   
the General Partner may require in order to effect the admission of such   
Person as a Limited Partner;  
  
		(iii)	an amended Agreement and/or Certificate evidencing the   
admission of such Person as a Limited Partner shall have been filed for   
recording pursuant to the requirements of the Act to the extent required   
in   
order to effectuate the admission of such Person as a Limited Partner;   
  
	(iv)	the assignee shall have represented and agreed in writing as   
required by Section 9.01;  
  
	(v)	if the assignee is a corporation, the assignee shall have   
provided the General Partner with evidence satisfactory to counsel for   
the   
Partnership of its authority to become a Limited Partner under the terms   
and   
provisions of this Agreement; and  
  
	(vi)	the assignee or the assignor shall have reimbursed the   
Partnership for all reasonable expenses, including all reasonable legal   
fees   
and recording charges, incurred by the Partnership in connection with   
such   
assignment.  
  
	(b)	For the purpose of allocation of profits, losses and   
credits, and   
for the purpose of distributing cash of the Partnership, a Substitute   
Limited   
Partner shall be treated as having become, and as appearing in, the   
records of   
the Partnership as a Partner upon his signing of an amendment to this   
Agreement, agreeing to be bound hereby.  
  
	(c)	The General Partner shall cooperate with the Person seeking   
to   
become a Substitute Limited Partner by preparing the documentation   
required by   
this Section and making all official filings and publications.  The   
Partnership shall take all such action, including the filing of any   
amended   
Agreement and/or Certificate evidencing the admission of any Person as a   
Limited Partner, and the making of any other official filings and   
publications, as promptly as practicable after the satisfaction by the   
assignee of the Interest of a Limited Partner of the conditions   
contained in   
this Article IX to the admission of such Person as a Limited Partner of   
the   
Partnership.  Any cost or expense incurred in connection with such   
admission   
shall be borne by the Partnership to the extent of available Partnership   
assets, and otherwise by such assignee.  
  
	9.04.  Rights of Assignee of Partnership Interest.  
  
	(a)	Except as provided in this Article and as required by   
operation of   
law, the Partnership shall not be obligated for any purpose whatsoever   
to   
recognize the assignment by any Limited Partner of his (its) Interest   
until   
the Partnership has received actual Notice thereof.  
  
	(b)	Any Person who is the assignee of all or any portion of a   
Limited   
Partner's Interest, but does not become a Substitute Limited Partner and   
desires to make a further assignment of such Interest, shall be subject   
to all   
the provisions of this Article IX to the same extent and in the same   
manner as   
any Limited Partner desiring to make an assignment of his its Interest.  
  
ARTICLE X  
RIGHTS AND OBLIGATIONS  
OF LIMITED PARTNERS  
  
	10.01.  Management of the Partnership.  No Limited Partner shall   
take   
part in the management or control of the business of the Partnership nor   
transact any business in the name of the Partnership.  Except as   
otherwise   
expressly provided in this Agreement, no Limited Partner shall have the   
power   
or authority to bind the Partnership or to sign any agreement or   
document in   
the name of the Partnership.  No Limited Partner shall have any power or   
authority with respect to the Partnership except insofar as the consent   
of any   
Limited Partner shall be expressly required and except as otherwise   
expressly   
provided in this Agreement.  
  
	10.02.  Limitation on Liability of Limited Partners.  The   
liability of   
each Limited Partner shall be limited to its Capital Contribution as and   
when   
payable under the provisions of this Agreement.  No Limited Partner   
shall have   
any other liability to contribute money to, or in respect of the   
liabilities   
or obligations of, the Partnership, nor shall any Limited Partner be   
personally liable for any obligations of the Partnership.  No Limited   
Partner   
shall be obligated to make loans to the Partnership.  
  
	10.03.  Other Activities.  Any Limited Partner may engage in or   
possess   
interests in other business ventures of every kind and description for   
its own   
account, including without limitation, serving as general or limited   
partner   
of other partnerships which own, either directly or through interests in   
other   
partnerships, government-assisted housing projects similar to the   
Apartment   
Complex.  Neither the Partnership nor any of the Partners shall have any   
right   
by virtue of this Agreement in or to such other business ventures to the   
income or profits derived therefrom.  
  
	10.04.  Ownership by Limited Partner of Corporate General Partners   
or   
Affiliate.  No Limited Partner shall, at any time, either directly or   
indirectly, own any stock or other interest in any corporate General   
Partner   
if such ownership by itself or in conjunction with other stock or other   
interests owned by other Limited Partners would, in the opinion of   
Hinckley,   
Allen & Snyder or other tax counsel to the Investment Partnership,   
jeopardize   
the classification of the Partnership as a partnership for federal   
income tax   
purposes.  In the event of any violation of the provisions of this   
Section by   
any one or more Limited Partners, such Limited Partner or Limited   
Partners   
shall either dispose of their Interests in the Partnership (subject to   
and in   
compliance with the provisions of Article IX) or of their stock or other   
interest in the corporate General Partner or Affiliates to the extent   
necessary so that, in the opinion of counsel for the Partnership, the   
classification of the Partnership as a partnership for federal income   
tax   
purposes is no longer in jeopardy.  The obligation of any such   
disposition   
required of more than one Limited Partner shall be shared among them on   
an   
equitable basis.  Notwithstanding the foregoing, neither the General   
Partner   
nor any Limited Partner shall be liable in damages to the Partnership or   
to   
any Partner by reason of any violation of this Section, except for   
damages   
arising (a) out of any material misrepresentation by any Limited Partner   
relating to the ownership of stock or other interest in a corporate   
General   
Partner or any affiliate by him or by any member of his family (within   
the   
meaning of the attribution rules set forth in Section 318 of the Code),   
or (b)   
out of any failure by any Limited Partner to dispose of his Interest in   
the   
Partnership or of his stock or other interest in a corporate General   
Partner   
or Affiliate within a reasonable time after Notice to such Limited   
Partner by   
the Partnership of the obligations to make such disposition.  
  
ARTICLE XI  
ALLOCATION OF TAXABLE INCOME, TAX LOSSES, TAX CREDITS  
AND CASH DISTRIBUTIONS  
  
	Section 11.01.  Allocation of Taxable Income, Tax Losses and Tax   
Credits.  
  
	A.	General.  Subject to the special allocations set forth in   
this   
Article XI, Taxable Income, Tax Credits and Tax Losses for each fiscal   
year of   
the Partnership (or part thereof) other than those to be allocated   
pursuant to   
Section 11.01B or Section 11.02 hereof, shall be allocated 99% to the   
Investment Partnership and 1% to the General Partner.  
  
	B.	Nonrecourse Deductions.  Nonrecourse Deductions for any   
fiscal   
year or other period shall be specially allocated 99% to the Investment   
Partnership and 1% to the General Partner.  
  
	C.	Partner Loan Nonrecourse Deductions.  Any Partner Loan   
Nonrecourse   
Deductions for any Fiscal Year or other period shall be specially   
allocated to   
the Partner who bears the economic risk of loss with respect to the loan   
to   
which such Partner Loan Nonrecourse Deductions are attributable in   
accordance   
with Treasury Regulations Section 1.704-2(i).  
  
	Section 11.02.  Allocation of Taxable Income and Tax Losses from   
Capital   
Transactions.  Subject to the special allocations set forth in this   
Article   
XI, Taxable Income and Tax Losses from Capital Transactions shall be   
allocated   
to the Partners as follows:  
  
  
  
	(i)	Taxable Income from Capital Transactions shall be allocated:  
  
		(a)	first, to the Partners with negative Capital Accounts   
pro   
rata in such amounts as will result in the elimination of the negative   
Capital   
Accounts of such Partners; provided, however, that if Taxable Income to   
be   
allocated pursuant to this Section 11.02(i)(a) is insufficient to   
eliminate   
all negative Capital Accounts, such Taxable Income will be allocated to   
Partners with negative Capital Accounts in the proportion that each such   
Partner's negative Capital Account bears to the total of all such   
Negative   
Capital Accounts;  
  
	(b)	second, in the amount and to the extent necessary to   
increase the Partners' respective Capital Accounts to equal the amounts   
distributable under Sections 11.04(d), then 11.04(e), then 11.04(A)(f);    
  
   		(c)	then, the balance, if any, of such Taxable Income   
shall be   
allocated 65.1% to the General Partner, 9.9% to the Class A Limited   
Partner   
and 25% to the Investment Partnership.  
  
	(ii)	Tax Losses from Capital Transactions shall be allocated:  
  
		(a)	first, to the extent of the respective positive   
balances in   
the Partners' Capital Accounts; and  
  
		(b)	any balance, 99% to the Investment Partnership and 1%   
to the   
General Partner.  
  
	(iii) 	Notwithstanding the foregoing provisions, if Taxable   
Income   
to be allocated includes income treated as ordinary income for federal   
income   
tax purposes because such Taxable Income is attributable to the   
recapture of   
depreciation under Section 1245 or 1250 of the Code, such Taxable   
Income, to   
the extent treated as ordinary income, shall be allocated to and   
reported by   
the Partners in proportion to their accumulated depreciation   
allocations.     
The Partnership shall keep records of such allocations of depreciation   
to the   
Partners.  In determining the accumulated depreciation allocations of   
the   
Partners, depreciation deductions for each taxable year shall be deemed   
allocated to the Partners in the same proportion as the Taxable Income   
or Tax   
Losses in that particular taxable year were allocated to the Partners.   
  
	11.03.  Distribution of Cash Flow.  
  
	A.	Subject to Lender approval, if required, Cash Flow shall be   
determined for each fiscal year and shall be applied or distributed at   
such   
time or times as the General Partner deems appropriate, but in no event   
less   
than once in each fiscal year, in the following order of priority:  
  
		(a)  First, to making the required annual deposit into the   
Tenant   
Transition Fund under Section 8.18(b);   
  
		(b)  Second, to payment to the Developer of the Deferred   
Development Fee;  
  
		(c)  Third, to repayment of any amounts due with respect to   
any   
Tenant Transition Fund Loans made under Section 8.18(b);  
  
		(d)  Fourth, to payment of the Asset Management Fee   
currently due;   
  
		(e)  Fifth, to repayment of any amounts due with respect to   
any   
Subordinated Loans (including, without limitation, Operating Deficit   
Loans   
made under Section 8.09(b));  
  
		(f)  Sixth to payment of the Partnership Incentive   
Management Fee   
currently due;  
  
		(g) Seventh, to make the required annual deposit into the   
Supplemental Replacement Reserve under Section 8.18(c);  
  
		(h) Eighth, to discretionary payments on the Preservation   
Loan;  
  
		(i)   Ninth, to pay any accrued but unpaid Asset Management   
Fees;   
and  
  
		(j)  Any balance, 70.1% to the General Partner and 20% to   
the   
Investment Partnership, and 9.9% to the Class A Limited Partner.  
  
	Section 11.04.  Distributions of Distributable Proceeds from   
Capital   
Transactions and Distributable Proceeds from Refinancings.  
  
	A.	Distributable Proceeds from Capital Transactions and   
Distributable   
Proceeds from Refinancings (other than liquidating distributions   
pursuant to   
Section 12.02) shall be distributed in the following order of priority:  
  
		(a)	First, to the payment of any debts and liabilities   
(including unpaid fees but excluding any debts, liabilities and/or fees   
owed   
to any Partners) and to the establishment of any required reserves;  
  
		(b)	[Intentionally Omitted]  
  
		(c)	Second, to the payment of any debts and liabilities   
(including unpaid fees) owed to the Partners or any Affiliates by the   
Partnership for Partnership obligations, including the repayment of any   
Credit   
Recovery Loans made pursuant to Section 5.01(d)(iii), any Operating   
Deficit   
Loans made pursuant to Section 8.09(b) or any Tenant Transition Fund   
Loans   
made pursuant to Section 8.18(b) and the funding of reserves under   
Section   
8.18; provided, however, that the foregoing debts and liabilities owed   
to   
Partners and their Affiliates shall be paid or repaid, as applicable, in   
the   
following order of priority if and to the extent applicable:  
  
	(1)	The Asset Management Fees currently due, if any, together   
with any   
accrued and unpaid Asset Management Fees;   
  
	(2)	The repayment of the Investment Partnership of any Reduction   
Amount pursuant to Section 5.01(d)(ii) together with any accrued or   
unpaid   
interest or Credit Recovery Loan Pursuant to Section 5.01(d)(iii)   
together   
with any accrued or unpaid interest;  
  
	(3)	The Partnership Incentive Management Fee currently due;  
  
	(4)	The Deferred Development Fee, if any;  
  
	(5)	Subordinated Loans to the General Partner; and  
  
	(6)	Any other such debts and liabilities; provided, however,   
that all   
such other debts and liabilities owed to the Investment Partnership   
shall be   
paid prior to any such debts and liabilities owed to the General   
Partner;  
  
		(d)	then to the Investment Partnership in an amount equal   
to its   
paid in Capital Contribution;  
  
		(e)	then to the General Partner in an amount equal to its   
Invested Amount;   
  
		(f)	the balance, if any, 65.1% to the General Partner,   
9.9% to   
the Class A Limited Partner and 25% to the Investment Partnership.  
  
	B.	Distributable Proceeds from Capital Transactions and   
Distributable   
Proceeds from Refinancings shall be distributed within 90 days after the   
end   
of the fiscal quarter in which such Capital Transaction or Refinancing   
occurs.    
Distributions of Distributable Proceeds from Capital Transactions and   
Distributable Proceeds from Refinancings to the Partners shall be made   
only   
after Capital Accounts have been adjusted to reflect all previous   
allocations   
of Taxable Income and Tax losses to the Partners, for distributions of   
Cash   
Flow, and for any other distributions of Distributable Proceeds form   
Capital   
Transactions or Distributable Proceeds from Refinancings.  
  
	Section 11.05.  Allocations Among Partners.  
  
	A.	For purposes of determining the Taxable Income (or Tax   
Losses) or   
any other items allocable to any period, Taxable Income (or Tax Losses)   
and   
any such other items shall be determined on a daily, monthly, or other   
basis,   
as determined by the General Partner using any permissible method under   
Code   
Section 706 and the Treasury Regulations thereunder.  
  
	B.	Taxable Income, Tax Losses, and Tax Credits for all purposes   
of   
this Agreement shall be determined in accordance with the accrual   
accounting   
method.  Except as otherwise provided in this Agreement, all items of   
Partnership income, gain, loss, deduction, and any other allocations,   
including allocation of Book Profits and Losses, shall be divided among   
the   
Partners in the same proportions as they share Taxable Income, Tax   
Credits,   
and Taxable Losses, as the case may be, for such fiscal year.  
  
	C.	In any year in which a Partner sells, assigns or transfers   
all or   
any portion of an Interest to any Person who during such year is   
admitted as a   
substitute Partner, the share of all Taxable Income, Tax Losses, and Tax   
Credits, allocated to and of all Cash Flow and all cash proceeds   
distributable   
under Section 11.04 distributed to, all Partners which is attributable   
to the   
Interest sold, assigned or transferred shall be divided between the   
assignor   
and the assignee using any one of the following methods as determined by   
agreement between the assignor and assignee: (i) ratably on the basis of   
the   
number of days in such year before, and the number of days on and after,   
the   
execution by the assignee of this Agreement, or (ii) by dividing the   
Partnership fiscal year into two segments, the first segment being the   
time   
period in such year before the execution by the assignee of this   
Agreement and   
the second segment being the time period in such year beginning on the   
date of   
execution of this Agreement, and allocating Taxable Income, Tax Losses,   
Tax   
Credits, Cash Flow, and all cash proceeds distributable in each such   
segment   
among the persons who were Partners during that segment, or (iii) using   
such   
other method as provided by the Code or regulations thereunder.  
  
	D.	In the event that there is a determination that there is any   
original issue discount or imputed interest attributable to the Capital   
Contribution of any Partner, or any loan between a Partner and the   
Partnership, any income or deduction of the Partnership attributable to   
such   
imputed interest or original issue discount on such Capital Contribution   
or   
loan (whether stated or unstated) shall be allocated solely to such   
Partner.  
  
	E.	In the event that the deduction of all or a portion of any   
fee   
paid or incurred 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.  
  
	F.	If any Partner's Interest in the Partnership is reduced but   
not   
eliminated because of the admission of new Partners or otherwise, or if   
any   
Partner is treated as receiving any items of property described in   
Section   
751(a) of the Code, the Partner's Interest in such items of Section   
751(a)   
property that was property of the Partnership while such Person was a   
Partner   
shall not be reduced, but shall be retained by the Partner so long as   
the   
Partner has an Interest in the Partnership and so long as the   
Partnership has   
an Interest in such property.  
  
	G.	The Partners are aware of the income tax consequences of the   
allocations made by this Article XI and hereby agree to be bound by the   
provisions of this Article XI in reporting their shares of Partnership   
income   
and loss for income tax purposes.  
  
	Section 11.06.  Qualified Income Offset.   
  
		(i)  Notwithstanding any other provision of this Article XI,   
in   
the event any Partner unexpectedly receives (a) an adjustment to the   
Capital   
Account balance of such Partner as described in Section 1.704-  
1(b)(2)(ii)(d)(4) of the Treasury Regulations, (b) an allocation to such   
Partner of loss or deduction of the type described in Section 1.704-  
1(b)(2)(ii)(d)(5) of the Treasury Regulations, or (c) a distribution to   
such   
Partner in excess of any offsetting increase in the Partner's Capital   
Account   
balance during or prior to the year of distribution, items of   
Partnership   
Taxable Income and of income that constitute a credit to such Partner's   
Capital Account shall be specially allocated to such Partner in an   
amount and   
manner sufficient to eliminate, to the extent required by the Treasury   
Regulations under Code Section 704(b), the Qualified Income Offset   
Amount   
(defined in Section 11.06(ii)) created by such adjustments, allocations,   
or   
distributions as quickly as possible, provided that an allocation   
pursuant to   
this Section 11.06(i) shall be made only if and to the extent that such   
Partner would have a Qualified Income Offset Amount after all other   
allocations provided for in this Article have been tentatively made as   
if this   
Section 11.06(i) were not in this Agreement.  
  
		(ii)  Notwithstanding anything to the contrary contained in   
this   
Agreement, in no event shall Tax Losses of the Partnership be allocated   
to a   
Partner if such allocation would result in such Partner having a   
"Qualified   
Income Offset Amount" (as defined below).  As used herein, the term   
"Qualified   
Income Offset Amount" for a Partner means the deficit balance, if any,   
in such   
Partner's Capital Account as of the end of the relevant fiscal year   
after   
giving effect to the following adjustments:  (i) credit to such Capital   
Account an amount equal to (a) the Partner's Share of Minimum Gain   
immediately   
prior to the allocation or distribution and (b) the sum of such   
Partner's   
allocable share of any recourse indebtedness of the Partnership as   
determined   
under Section 752 of the Code and any unconditional obligation of such   
Partner   
to contribute additional amounts to the capital of the Partnership in   
the   
future (to the extent not previously taken into account in determining   
such   
Partner's share of recourse liabilities of the Partnership) and (ii)   
debit to   
such Capital Account the allocations or distributions described in   
Section   
11.06(i) that, as of the end of the taxable year, are reasonably   
expected to   
be made to such Partner.  All Tax Losses in excess of the limitation set   
forth   
in this Section 11.06(ii) shall be allocated to the General Partner.  
	  
Section 11.07. Minimum Gain Allocations.  
  
	A.	Notwithstanding any other provisions of this Article XI, if   
in any   
year there is a net decrease in the amount of the Partnership's Minimum   
Gain,   
each Partner will be allocated items of Taxable Income and gain for such   
year   
equal to that Partner's share of the net decrease in Minimum Gain,   
within the   
meaning of Treasury Regulation 1.704-2(g)(2), and subject to the   
exceptions   
set forth in Treasury Regulation 1.704-2(f).  
  
	Allocations of Taxable Income and gain (hereinafter referred to as   
a   
"Minimum Gain Chargeback") required pursuant to this Section 11.07 shall   
consist first of gains recognized from the disposition of items of   
Partnership   
property subject to one or more nonrecourse liabilities of the   
Partnership to   
the extent of the decrease in Minimum Gain attributable to the   
disposition of   
such items of property (or if such gains exceed the amount of the   
Minimum Gain   
Chargeback required for such taxable year, the Minimum Gain Chargeback   
shall   
consist of a proportionate share of each such gain), and the remainder   
of such   
Minimum Gain Chargeback shall consist of a pro-rata portion of the other   
items   
of Taxable Income and gain of the Partnership for that year.  If the   
amount of   
the Minimum Gain Chargeback requirement exceeds the Partnership's   
Taxable   
Income and gains for the taxable year, the excess shall carry over to   
subsequent years.  
  
	B. 	If in any year there is a net decrease (within the meaning   
of   
Treasury Regulations Section 1.704-2(i)(3) in Partner Nonrecourse Debt   
Minimum   
Gain, any Partner with a share of that Member Nonrecourse Debt Minimum   
Gain   
(determined under Treasury Regulation 1.704-2(i)(5)) as of the beginning   
of   
the year shall be allocated items of profits and gains for that year   
(and if   
necessary, subsequent years) equal to that Partner's share of the net   
decrease   
in Member Nonrecourse Debt Minimum Gain in accordance with Treasury   
Regulation   
Section 1.704-2(i)(4).  
  
	Section 11.08.  Regulatory Allocations.  The allocations set forth   
in   
Sections 11.01B, 11.01C, 11.06 and 11.07 (the "Regulatory Allocations")   
are   
intended to comply with certain requirements of Treasury Regulation   
Section   
1.704-1(b).  It is the intent of the Partners that, to the extent   
possible,   
all Regulatory Allocations shall be offset either with other Regulatory   
Allocations or with special allocations of other items of Taxable   
Income, Tax   
Losses and items of income, gain, loss, or deduction pursuant to this   
Section   
11.08.  Therefore, notwithstanding any other provision of this Article   
(other   
than the Regulatory Allocations), the General Partners shall make such   
offsetting special allocations of Taxable Income, Tax Losses, and items   
of   
income, gain, loss, or deduction in whatever manner it determines   
appropriate   
so that, after such offsetting allocations are made, each 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 items were allocated pursuant to Sections 11.01A and   
11.02.    
In exercising its discretion under this Section 11.08, the General   
Partners   
shall take into account future Regulatory Allocations under Section   
11.07   
that, although not yet made, are likely to offset other Regulatory   
Allocations   
previously made under Sections 11.01B and 11.01C.   
  
	Section 11.09.  Partners' Partnership Non-recourse Liabilities.    
For   
purposes of Code Section 752, each Partner's share of Partnership non-  
recourse   
liabilities shall be determined in accordance with Treasury Regulation   
1.752-  
3(a) or successor regulation.  In this connection, for purposes of   
determining   
each Partner's proportionate share of the excess non-recourse   
liabilities of   
the Partnership pursuant to Treasury Regulation 1.752-3(a), the   
Investment   
Partnership shall have a 99% interest in Partnership Taxable Income or   
profits   
and the General Partner shall have a 1% interest in Partnership Taxable   
Income   
or profits.    
  
	Section 11.10.  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 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 11.12 hereof).  
  
	In the event the Gross Asset Value of any Partnership properties   
is   
adjusted pursuant to Section 11.12 hereof, subsequent allocations of   
income,   
gain, loss, and deduction with respect to such asset shall take into   
account   
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 Managing General Partner with the Consent of the Limited   
Partner,   
in any manner that reasonably reflects the purpose and intention of this   
Agreement.  Allocations pursuant to this Section 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 Partner's Capital Account or share of   
Book   
Profits and Losses, other items, or distributions pursuant to any   
provision of   
this Agreement.  
  
	11.11.  Tax Matters Partner.  
  
	A.	The General Partner is hereby designated as Tax Matters   
Partner of   
the Partnership, and shall engage in such undertakings as are required   
of the   
Tax Matters Partner of the Partnership, as provided in regulations   
pursuant to   
Section 6231 of the Code.  Each Partner, by its execution of this   
Agreement,   
Consents to such designation of the Tax Matters Partner and agrees to   
execute,   
certify, acknowledge, deliver, swear to, file and record at the   
appropriate   
public offices such documents as may be necessary or appropriate to   
evidence   
such Consent.  
  
	B.	The Tax Matters Partner is hereby authorized, but not   
required:  
  
		(a)	to enter into any settlement with the Internal Revenue   
Service or the Secretary with respect to any tax audit or judicial   
review, in   
which agreement the Tax Matters Partner may expressly state that such   
agreement shall bind the other Partners, except that such settlement   
agreement   
shall not bind any Partner who (within the time prescribed pursuant to   
the   
Code and regulations thereunder) files a statement with the Secretary   
providing that the Tax Matters Partner shall not have the authority to   
enter   
into a settlement agreement on behalf of such Partner;  
  
		(b)	in the event that a notice of a final administrative   
adjustment at the Partnership level of any item required to be taken   
into   
account by a Partner for tax purposes (a "final adjustment") is mailed   
to the   
Tax Matters Partner, to seek judicial review of such final adjustment,   
including the filing of a petition for readjustment with the Tax Court,   
the   
District Court of the United States for the district in which the   
Partnership's principal place of business is located, or the United   
States   
Claims Court;  
  
		(c)	to intervene in any action brought by any other   
Partner for   
judicial review of a final adjustment;  
  
		(d)	to file a request for an administrative adjustment   
with the   
Internal Revenue Service at any time and, if any part of such request is   
not   
allowed by the Internal Revenue Service, to file a petition for judicial   
review with respect to such request;  
   
		(e)	to enter into an agreement with the Internal Revenue   
Service   
to extend the period for assessing any tax which is attributable to any   
item   
required to be taken into account by a Partner for tax purposes, or an   
item   
affected by such item; and  
  
		(f)	to take any other action on behalf of the Partners or   
the   
Partnership in connection with any administrative or judicial tax   
proceeding   
to the extent permitted by applicable law or regulations.  
  
	C.	The Partnership shall indemnify and reimburse the Tax   
Matters   
Partner for all expenses, including legal and accounting fees, claims,   
liabilities, losses and damages incurred in connection with any   
administrative   
or judicial proceeding with respect to the tax liability of the   
Partners.  The   
payment of all such expenses (including any reimbursement of the Tax   
Matters   
Partner for expenses that it may incur under the following sentence)   
shall be   
made before any distributions are made or any discretionary reserves are   
set   
aside by the General Partner. In the event that funds are not available   
from   
the Partnership for such expenses, the General Partner shall have the   
obligation to provide funds for such purpose.  The taking of any action   
and   
the incurring of any expense by the Tax Matters Partner in connection   
with any   
such proceeding, except to the extent required by law, is a matter in   
the sole   
discretion of the Tax Matters Partner and the provisions on limitations   
of   
liability of the General Partner and indemnification set forth in   
Section 8.07   
of this Agreement shall be fully applicable to the Tax Matters Partner   
in its   
capacity as such.  
  
	11.12.  Capital Accounts.  
  
	A.	A Capital Account shall be maintained on the books of the   
Partnership for each Partner, which shall be (i) credited with its   
Capital   
Contributions and the amount of any Partnership liabilities that are   
assumed   
by such Partner or that are secured by any Partnership property   
distributed to   
such Partner; (ii) credited with its distributive share of Taxable   
Income and   
any income of the Partnership that is exempt from federal income tax and   
not   
otherwise taken into account in computing Taxable Income; (iii) charged   
with   
its distributive share of Tax Losses and any nondeductible expenditures   
of the   
Partnership (including Syndication Expenses) described in Code Section   
705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures   
pursuant to   
Treasury Regulation Section 1.704-1(b)(2)(iv)(i) and not otherwise taken   
into   
account under this Section 11.12; and (iv) charged with any   
distributions to    
it and with the amount of any liabilities of such Partner that are   
assumed by   
the Partnership or that are secured by any property contributed by such   
Partner to the Partnership.  
  
	In the case of property other than cash contributed to the   
Partnership   
or distributed to a Partner, each Partner's Capital Account will be   
credited   
with the Gross Asset Value of property contributed to the Partnership   
(net of   
liabilities assumed by the Partnership and liabilities to which such   
contributed property is subject) and shall be debited with the cash and   
the   
Gross Asset Value of property distributed to it (net of liabilities   
assumed by   
such Partner and liabilities to which such distributed property is   
subject).    
In the event the Gross Asset Values of Partnership assets are adjusted   
pursuant to Section 11.12B hereof, the Capital Accounts of all Partners   
shall   
be adjusted simultaneously to reflect the aggregate net adjustment as if   
the   
Partnership recognized gain or loss equal to the amount of such   
aggregate net   
adjustment.  
  
	Upon the sale, exchange or other transfer of an Interest, or the   
assignment of such Interest to a new Partner, the Capital Account of the   
transferor Partner shall carry over to the transferee Partner.  
  
	B.	For purposes of determining and maintaining the Partners'   
Capital   
Accounts, the Gross Asset Value of Partnership assets shall be adjusted   
as   
follows:  
  
		(i)	The initial Gross Asset Value of any asset contributed   
by a   
Partner to the Partnership shall be the gross fair market value of such   
asset,   
as determined by the contributing Partner and the Partnership;  
  
		(ii)	The Gross Asset Values of all Partnership assets shall   
be   
adjusted to equal their respective gross fair market values, as   
determined by   
the General Partners, as of the following times:  (a) the acquisition of   
an   
additional Interest in the Partnership by any new or existing Partner in   
exchange for more than a de minimis Capital Contribution; (b) upon   
liquidation   
of the Partnership, or upon the distribution by the Partnership to a   
Partner   
of more than a de minimis amount of money or other Partnership property   
to a   
retiring or continuing Partner as consideration for an Interest in the   
Partnership; or (c) under generally accepted industry accounting   
practices,   
provided substantially all of the Partnership's property (excluding   
money)   
consists of stock, securities, commodities, options, warrants, futures,   
or   
similar instruments that are readily tradeable on an established   
securities   
market; and  
  
		(iii)	If the Gross Asset Value of an asset has been   
determined or   
adjusted pursuant to subsection (i) or (ii) of this Section 11.12B, such   
Gross   
Asset Value shall thereafter be adjusted by the Book Depreciation taken   
into   
account with respect to such asset for purposes of computing Book   
Profits and   
Losses, as set forth in Section 11.12B.  
  
	C.	For purposes of determining and maintaining the Partners'   
Capital   
Accounts and the computation of Book Profits and Losses only, the   
following   
adjustments shall be made to the calculation of Taxable Income and Tax   
Losses   
reflected in the Partners' Capital Accounts:  
  
		(i)	Gain or loss resulting from any disposition of   
Partnership   
property 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;   
  
		(ii)	In lieu of the depreciation, amortization, and other   
cost   
recovery deductions taken into account in computing such Taxable Income   
or Tax   
Losses, there shall be taken into account Book Depreciation for such   
fiscal   
year or other period, computed as hereinafter set forth;  
  
		(iii)	For this purpose, "Book Depreciation" means, for each   
fiscal   
year or other period, an amount equal to the depreciation, amortization,   
or   
other cost recovery deduction allowable with respect to an asset for   
such year   
or other period, 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, Book 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 deductions for such   
year or   
other period bears to such beginning adjusted tax basis; and  
  
		(iv)	Allocations of Book Profits and Losses among the   
Partners   
shall be made in accordance with the provisions of this Article XI   
respecting   
allocations of Taxable Income and Tax Losses among the Partners.  
  
	11.13.  Authority of General Partner to Vary Allocations to   
Preserve and   
Protect Partner's Intent.  
  
		(a)	It is the intent of the Partners that each Partner's   
distributive share of income, gain, loss, deduction, or credit (or item   
thereof) shall be determined and allocated in  
accordance with this Article XI to the fullest extent permitted by   
Section   
704(b) of the Code.  In order to preserve and protect the determinations   
and   
allocations provided for in this Article XI, the General Partner hereby   
is   
authorized and directed to allocate income, gain, loss, deduction, or   
credit   
(or item thereof) arising in any year differently than otherwise   
provided for   
in this Article XI to the extent that allocating income, gain, loss,   
deduction   
or credit (or item thereof) in the manner provided for in Article XI   
would   
cause the determinations and allocations of each Partner's distributive   
share   
of income, gain, loss, deduction, or credit (or item thereof) not to be   
permitted by Section 704 (b) of the Code and Treasury Regulations   
promulgated   
thereunder.  Any allocation made pursuant to this Section 11.13 shall be   
deemed to be a complete substitute for any allocation otherwise provided   
for   
in this Article XI and no amendment of this Agreement or approval of any   
Partner shall be required.  
  
		(b)	In making any allocation (the "new allocation") under   
Section 11.13(a), the General Partner is authorized to act only after   
having   
been advised by the Accountants that, under Section 704(b) of the Code   
and the   
Treasury Regulations thereunder, (i) the new allocation is necessary,   
and (ii)   
the new allocation is the minimum modification of the allocations   
otherwise   
provided for in this Article XI necessary in order to assure that,   
either in   
the then current year or in any preceding year, each Partner's   
distributive   
share of income, gain, loss, deduction, or credit (or item thereof) is   
determined and allocated in accordance with this Article XI to the   
fullest   
extent permitted by Section 704(b) of the Code and the Treasury   
Regulations   
thereunder.  
  
		(c)	If the General Partner is required by Section 11.13(a)   
to   
make any new allocation in a manner less favorable to any Partner than   
is   
otherwise provided for in this Article XI, then the General Partner is   
authorized and directed, only after having been advised by the   
Accountants   
that it is permitted by Section 704(b) of the Code, to allocate income,   
gain,   
loss, deduction, or credit (or item thereof) arising in later years in   
such   
manner so as to bring the allocations of income, gain, loss, deduction,   
or   
credit (or item thereof) to such Partner as nearly as possible to the   
allocations thereof otherwise contemplated by this Article XI.  
  
		(d)	New allocations made by the General Partner under   
Section   
11.13(a) and Section 11.13(c) in reliance upon the advice of the   
Accountants   
shall be deemed to be made pursuant to the fiduciary obligation of the   
General   
Partner to the Partnership and the Limited Partners, and no such   
allocation   
shall give rise to any claim or cause of action by any Limited Partner.  
  
ARTICLE XII  
SALE, DISSOLUTION AND LIQUIDATION  
  
	12.01.  Dissolution of the Partnership.  The Partnership shall be   
dissolved upon the earlier of the expiration of the term of the   
Partnership,   
or upon:  
  
	(a)	subject to Section 6.03, the withdrawal, Bankruptcy, death,   
dissolution or adjudication of incompetency of a General Partner who is   
at   
that time the sole General Partner;  
  
	(b)	the sale or other disposition of all or substantially all of   
the   
assets of the Partnership;  
  
	(c)	the election by the General Partner, with the Consent of   
BCTC 94,   
Inc; or  
  
	(d)	any other event causing the dissolution of the Partnership   
under   
the laws of the State.  
  
	12.02.  Winding Up and Distribution.  
  
	(a)	In the event of dissolution and termination of the   
Partnership, a full accounting of the assets and liabilities shall be   
taken,   
and the assets shall be distributed in accordance with this Section   
12.02 as   
follows, after taking into account all other allocations and   
distributions   
under this Agreement for the Fiscal Year, including, without limitation,   
the   
allocations under Article XI hereof:  
  
		(A)	To the payment of all debts and liabilities of the   
Partnership then due (including fees and loans payable to Partners);  
  
		(B)	To the setting up of any reserves that the Liquidator   
may   
deem reasonably necessary for any contingent or unforeseen liabilities   
or   
obligations of the Partnership; and  
  
		(C)	To the Partners, in an amount equal to the positive   
balances   
in their Capital Accounts.  
  
	If a General Partner has a negative Capital Account balance   
following   
the liquidation of the Partnership or of a General Partner's Interest in   
the   
Partnership within the meaning of Treasury Regulation Section 1.704-  
1(b)(ii)(g), such General Partner shall pay to the Partnership in cash   
an   
amount equal to the lesser of (a) the negative balance in such General   
Partner's Capital Account or (b) its ratable share (based on its share   
of the   
aggregate General Partner interest in the Partnership) of the excess of   
1.01%   
of the Capital Contributions of the Limited Partners over the Capital   
Contributions previously made by the General Partners. ).  Amounts   
contributed   
to the Partnership in respect of the General Partner's obligation to   
restore   
negative Capital Account balances shall be paid to creditors of the   
Partnership or distributed to the other Partners in accordance with   
their   
positive Capital Account balances, if any, as of the date of   
liquidation.  
  
		(b)	The Liquidator shall file all certificates and notices   
of   
the dissolution of the Partnership required by law. The Liquidator shall   
proceed without any unnecessary delay to sell and otherwise liquidate   
the   
Partnership's property and assets; provided, however, that if the   
Liquidator   
shall determine that an immediate sale of part or all of the Partnership   
property would cause undue loss to the Partners, then in order to avoid   
such   
loss, the Liquidator may, except to the extent provided by the Act,   
defer the   
liquidation as may be necessary to satisfy the debts and liabilities of   
the   
Partnership to Persons other than the Partners.  Upon the complete   
liquidation   
and distribution of the Partnership assets, the Partners shall cease to   
be   
Partners of the Partnership, and the Liquidator shall execute,   
acknowledge and   
cause to be filed all certificates and notices required by the law to   
terminate the Partnership.  
  
		(c)	Upon the dissolution of the Partnership pursuant to   
Section   
12.01, the Accountants shall promptly prepare, and the Liquidator shall   
furnish to each Partner, a statement setting forth the assets and   
liabilities   
of the Partnership upon its dissolution.  Promptly following the   
complete   
liquidation and distribution of the Partnership property and assets, the   
Accountants shall prepare, and the Liquidator shall furnish to each   
Partner, a   
statement showing the manner in which the Partnership assets were   
liquidated   
and distributed.  
  
ARTICLE XIII  
BOOKS AND RECORDS, ACCOUNTING  
TAX ELECTIONS, ETC.  
  
	13.01.  Books and Records.  The books and records of the   
Partnership   
shall be maintained on an accrual basis in accordance with sound federal   
income tax accounting principles.  These and all other records of the   
Partnership, including information relating to the status of the   
Apartment   
Complex, information with respect to the sale by the General Partner or   
any   
Affiliate of goods or services to the Partnership, and any information   
required to be maintained by the Act or any governmental agencies having   
jurisdiction, shall be kept at the principal office of the Partnership   
and   
shall be available for examination there by any Partner, or his duly   
authorized representative, at any and all reasonable times.  Any   
Partner, or   
his duly authorized representative, upon paying the costs of collection,   
duplication and mailing, shall be entitled to a copy of the list of   
names and   
addresses of the Limited Partners and of any of the books and records of   
the   
Partnership.  
  
	13.02.  Bank Accounts.  All funds of the Partnership not otherwise   
invested shall be deposited in one or more accounts maintained in such   
banking   
institutions as the General Partner shall determine, and withdrawals   
shall be   
made only in the regular course of Partnership business on such   
signature or   
signatures as the General Partner may, from time to time, determine.  No   
funds   
of the Partnership shall be deposited in any financial institution in   
which   
any Partner is an officer, director or holder of any proprietary   
interest.  
  
	13.03.  Accountants.  The Accountants shall annually prepare for   
execution by the General Partner all tax returns of the Partnership,   
shall   
annually audit the books of the Partnership, and shall certify, in   
accordance   
with generally accepted accounting principles, a balance sheet, a profit   
and   
loss statement, and a cash flow statement.  With respect to each fiscal   
year   
during the Partnership's operations, at such time as the Accountants   
shall   
have prepared the proposed tax return for such year, the Accountants   
shall   
provide copies of such proposed tax return to the Investment Partnership   
and   
to its accountants, Reznick, Fedder & Silverman, of Bethesda, Maryland,   
for   
their review and comment.  Any comments and/or changes in such proposed   
tax   
return reasonably recommended by the Investment Partnership's   
accountants   
shall be taken into account and made by the Accountants prior to the   
completion of such tax return for execution by the General Partner.  The   
Partnership shall reimburse Boston Capital Communications Limited   
Partnership,   
an affiliate of the Investment Partnership, for its expenses incurred in   
causing the Partnership's proposed tax return to be reviewed by the   
Investment   
Partnership's accountants, if and to the extent that such review results   
in   
material modifications to such proposed tax return.  A full detailed   
statement   
shall be furnished to all Partners, showing such assets, properties, and   
net   
worth and the profits and losses of the Partnership for the preceding   
fiscal   
year.  All Partners shall have the right and power to examine and copy,   
at any   
and all reasonable times, the books, records and accounts of the   
Partnership.  
  
	13.04.  Reports to Partners.  
  
		(a)	Within thirty (30) days of the date of Substantial   
Completion, the General Partner shall cause to be prepared and   
distributed to   
the Investment Partnership, a Credit Basis Worksheet for each building,   
and in   
the form specified by Boston Capital.  
  
		(b)	The General Partner shall cause to be prepared and   
distributed to all persons who were Partners at any time during a fiscal   
year   
of the Partnership; provided; however, that the Class A Limited Partner   
shall   
only be entitled to receive the report referenced in Section   
13.04(b)(ii)   
below and no other reports except as required by the Act.  
  
		(i)	By March 1 of the year after the end of each fiscal   
year of   
the Partnership, (A) an audited financial statement which includes a   
balance   
sheet as of the end of such fiscal year and statements of income,   
Partners'   
equity, and changes in financial position and a Cash Flow statement, for   
the   
year then ended, all of which, except the Cash Flow statement, shall be   
prepared in accordance with generally accepted accounting principles and   
accompanied by an auditor's report containing an opinion of the   
Accountants,   
and (B) a report of the activities of the Partnership during the period   
covered by the report.  Such report shall set forth distributions to   
Limited   
Partners for the period covered thereby and shall separately identify   
distributions from: (1) Cash Flow from operations during the period, (2)   
Cash   
Flow from operations during a prior period which had been held as   
reserves,   
(3) proceeds from disposition of the Apartment Complex or any other   
investments of the Partnership, (4) lease payments on net leases with   
builders   
and sellers, and (5) reserves.  With respect to any distribution to the   
Investment Partnership, the report called for shall separately identify   
distributions from (A) Cash Flow from operations during the period, (B)   
Cash   
Flow from operations during a prior period which had been held as   
reserves,   
(C) proceeds from disposition of property and investments, (D) lease   
payments   
on net leases with builders and sellers, (E) reserves from the gross   
proceeds   
of the offering originally obtained from the Investment Partnership, (F)   
borrowed monies, (G) loans or contributions from the Investment   
Partnership,   
and (H) transactions outside of the ordinary course of business with a   
description thereof.  If the Completion Date had not yet occurred as of   
December 31 in the year which is the subject of the report, then this   
Section   
13.04(a)(i) shall require only the balance sheet for the year then   
ended.  
  
		(ii)	By February 7 of the year after the end of each fiscal   
year   
of the Partnership, all information necessary for the preparation of the   
Limited Partners' federal income tax returns, together with a draft of   
the   
Partnership's federal income tax return for such fiscal year.  
  
		(iii)	Within thirty (30) days after the end of each calendar   
quarter of a fiscal year of the Partnership, a report containing:  
  
			(A)	A balance sheet, which may be unaudited; and  
  
			(B)	a statement of income for the quarter then   
ended,   
which may be unaudited; and  
  
			(C)	A Low Income Housing Credit Monitoring form,   
Rent   
Rolls, Statement of Income and Expenses, Operating Statement and   
Occupancy   
Rental Report, all in the form specified by Boston Capital; and  
  
			(D)	A certification that the Apartment Complex and   
its   
tenants are in compliance with all applicable federal and state laws and   
regulation; and  
  
			(E)	other pertinent information regarding the   
Partnership   
and its activities during the quarter covered by the report.  
  
	(c)	Within ninety (90) days after the end of each fiscal year of   
the   
Partnership the General Partner shall provide to the Investment   
Partnership:  
  
  		(i)	A certification by the General Partner that (A) all   
Mortgage   
Loan payments and taxes and insurance payments with respect to the   
Apartment   
Complex are current as of the date of the year-end report, (B) to the   
best of   
the General Partner's knowledge and belief there is no default under the   
Project Documents or this Agreement, or if there is any default, a   
description   
thereof, and (C) to the best of the General Partner's knowledge and   
belief   
there is no building, health or fire code violation or similar violation   
of a   
governmental law, ordinance or regulation against the Apartment Complex   
or, if   
there is any violation, a description thereof;  
  
		(ii)	the information specified in Section 13.04(b);  
  
		(iii)	to the extent not previously disclosed in a report   
required   
hereunder a descriptive statement of all transactions during the fiscal   
year   
between the Partnership and the General Partner and/or any Affiliates,   
including the nature of the transaction and the payments involved   
(including   
accrued cash or other payments);  
  
		(iv)	a Cash Flow statement; and  
  
		(v)	if required, a copy of the annual report to be filed   
with   
the United States Treasury concerning the status of the Apartment   
Complex as   
low income housing and, if required, a certificate to the Agency   
concerning   
the same.  
  
	(d)	Upon the written request of the Investment Partnership for   
further   
information with respect to any matter covered in items (a) or (b)   
above, the   
General Partner shall utilize its best efforts to furnish such   
information   
within thirty (30) days of receipt of such request.  
  
	(e)	Prior to November 1 of each year commencing in 1998, the   
General   
Partner, on behalf of and at the expense of the Partnership, shall send   
to the   
Investment Partnership an estimate of the Investment Partnership's share   
of   
the Tax Credits, identified by building, and of profits and losses of   
the   
Partnership for federal income tax purposes for the current fiscal year,   
all   
in the form specified by Boston Capital.  Such estimate shall be   
prepared by   
the General Partner and the Accountants.  
  
	(f)	Within fifteen (15) days after the end of any calendar month   
during which  
  
  		(i)	there is a material default by the Partnership under   
the   
Project Documents or in payment of any mortgage, taxes, interest or   
other   
obligation on secured or unsecured debt,  
  
		(ii)	any reserve has been reduced or terminated by   
application of   
funds therein for purposes materially different from those for which   
such   
reserve was established,  
  
		(iii)	the General Partner has received any notice of a   
material   
fact which may substantially affect further distributions, or  
  
		(iv)	any Partner has pledged or collateralized his Interest   
in   
the Partnership, the General Partner shall send the Investment   
Partnership a   
detailed report of such event.  
  
	(g)	On or before the Admission Date, the General Partner, on   
behalf of   
the Partnership, shall send to the Investment Partnership a copy of all   
requests for disbursements or other extensions of credit under the   
Mortgage   
Loan which have been submitted to the Lender prior to the Admission   
Date.    
After the Admission Date, the General Partner, on behalf of the   
Partnership,   
shall send to the Investment Partnership, on or before the tenth day of   
each   
month, a copy of (i) all reports required by the Agency, filed the   
previous   
month and covering the status of project operations and (ii) each   
request for   
a disbursement or other extensions of credit under the Mortgage Loan   
submitted   
to the Lender during the previous month.  In addition, within thirty   
(30) days   
after the occurrence of Substantial Completion, the General Partner, on   
behalf   
of the Partnership, shall prepare and send to the Investment Partnership   
a   
Credit Basis Worksheet for each building within the Apartment Complex,   
in the   
format provided by Boston Capital.  The General Partner shall provide to   
the   
Investment Partnership such other reports from time to time as may be   
reasonably required by the Investment Partnership with the reasonable   
consent   
of the General Partner or by federal or state agencies having   
jurisdiction.  
  
	(h)	(i)  In the event that, and in such circumstances beyond the   
control of the General Partner, the reports or information provided for   
in   
Sections 13.04 (b)(i) and/or 13.04(b)(ii) above are, at any time, not   
provided   
within the time period(s) specified in such Sections, the General   
Partner   
shall be obligated to pay to the Investment Partnership the sum of $100   
per   
day, as liquidated damages, for each day from the date upon which such   
reports   
or information is(are) due pursuant to the provisions of the aforesaid   
Sections until the date upon which such reports or information is (are)   
provided.  This penalty, however, may be waived by the Investment   
Partnership   
in the event such failure is due to circumstances not within the General   
Partner's control.  
		(ii)	In the event that the reporting requirements set forth   
in   
any of the above provisions of this Section 13.04 are not met, the   
Investment   
Partnership, in its reasonable discretion, may direct the General   
Partner to   
dismiss the Accountants, and to designate successor Accountants, subject   
to   
the approval of the Investment Partnership; provided, however, that if   
the   
General Partner and the Investment Partnership cannot agree on the   
designation   
of successor Accountants, the successor Accountants shall be designated   
by the   
Investment Partnership in its sole discretion.  These costs shall not   
exceed   
the average of three bids from qualified Accountants obtained by the   
General   
Partner.  The Investment Partnership shall give the General Partner at   
least   
60 days' Notice of any material change in the reporting requirements set   
forth   
herein.  
  
	13.05.  Section 754 Elections.  In the event of a transfer of all   
or any   
part of the Interest of a General Partner or of a Limited Partner, the   
Partnership may elect, pursuant to Sections 743 and 754 of the Code (or   
any   
corresponding provision of succeeding law), to adjust the basis of the   
Partnership property if, in the opinion of the Investment Partnership,   
based   
upon the advice of the Accountants, such election would be most   
advantageous   
to the Investment Partnership.  Each Partner agrees to furnish the   
Partnership   
with all information necessary to give effect to such election.  
  
	13.06.  Fiscal Year and Accounting Method.  The fiscal year of the   
Partnership shall be the calendar year.  All Partnership accounts shall   
be   
determined on the accrual basis.  
  
ARTICLE XIV  
AMENDMENTS  
  
	14.01.  Proposal and Adoption of Amendments.  This Agreement may   
be   
amended, after giving 20 days' Notice to the Partners hereunder (a) by   
the   
General Partner with the Consent of the Investment Partnership, which   
Consent   
(except in the case of any proposed amendment which the Investment   
Partnership   
reasonably determines to be adverse to their interests as Partners)   
shall not   
be unreasonably withheld or (b) by the Investment Partnership without   
the   
Consent of the General Partner, (except in the case of any proposed   
amendment   
which the General Partner reasonably determines to be adverse to its   
interest   
as Partner, and if such Consent is required by the foregoing, which   
Consent   
shall not be unreasonably withheld or delayed).  In determining whether   
or not   
to give its Consent to an amendment prepared by the Investment   
Partnership,   
the General Partner agrees to take into account the investment   
objectives of   
the Investment Partnership.   
  
ARTICLE XV  
CONSENTS, VOTING AND MEETINGS  
  
	15.01.  Method of Giving Consent.  Any Consent required by this   
Agreement may be given by a written Consent given by the consenting   
Partner   
and received by the General Partner at or prior to the doing of the act   
or   
thing for which the Consent is solicited.  
  
	15.02.  Submissions to Limited Partners.  The General Partner   
shall give   
the Limited Partners Notice of any proposal or other matter required by   
any   
provision of this Agreement or by law to be submitted for consideration   
and   
approval of the Limited Partners.  Such Notice shall include any   
information   
required by the relevant provision or by law.  
  
	15.03.  Meetings; Submission of Matter for Voting.  Subject to the   
provisions of Section 10.01, a majority in Interest of the Limited   
Partners   
shall have the authority to convene meetings of the Partnership and to   
submit   
matters to a vote of the Partners.  
  
15.04.  Appointment of General Partner as Attorney-in-Fact.  
  
	A.  The Class A Limited Partner hereby irrevocably appoints and   
empowers   
the General Partner, the manager of such General Partner, and the   
President,   
each Vice-President, the Treasurer and Clerk of any corporate manager,   
as his   
true and lawful attorney-in-fact, with full power of substitution, in   
his   
name, place and stead, to make, execute, sign, acknowledge, swear to,   
verify,   
deliver, file, record and publish the following documents:  
  
		(a)  Any certificate, instrument or document which the   
General   
Partners believe is necessary or appropriate to be filed by the   
Partnership   
under the laws of any state or by any governmental agency;  
  
		(b)  Any certificate, instrument or document which may be   
required   
to effect the continuation of the Partnership, the withdrawal of a   
Limited   
Partner, the admission of a Limited Partner or the dissolution and   
termination   
of the Partnership, provided such continuation, admission, dissolution   
and   
termination is in accordance with the terms of this Agreement; and  
  
		(c)  Any amendment to this Agreement made in accordance with   
Section 14.01.  
  
ARTICLE XVI  
GENERAL PROVISIONS  
  
	16.01.  Burden and Benefit.  The covenants and agreements   
contained   
herein shall be binding upon and inure to the benefit of the heirs,   
executors,   
administrators, successors and assigns of the respective parties hereto.  
  
	16.02.  Applicable Law.  This Agreement shall be construed and   
enforced   
in accordance with the laws of the State.  
  
	16.03.  Counterparts.  This Agreement may be executed in several   
counterparts, each of which shall be deemed to be an original copy and   
all of   
which together shall constitute one agreement binding on all parties   
hereto,   
notwithstanding that all the parties shall not have signed the same   
counterpart.  
  
	16.04.  Separability of Provisions.  Each provision of this   
Agreement   
shall be considered separable and if for any reason any provision which   
is not   
essential to the effectuation of the basic purposes of this Agreement is   
determined to be invalid and contrary to any existing or future law,   
such   
invalidity shall not impair the operation of or affect those provisions   
of   
this Agreement which are valid.  
  
	16.05.  Entire Agreement.  This Agreement and the ancillary   
agreements   
executed in connection herewith set forth all (and is intended by all   
parties   
to be an integration of all) of the representations, promises,   
agreements and   
understandings among the parties hereto with respect to the Partnership,   
the   
Partnership business and the property of the Partnership, and there are   
no   
representations, promises, agreements or understandings, oral or   
written,   
express or implied, among them other than as set forth or incorporated   
herein.  
  
	16.06.  Liability of the Investment Partnership. Notwithstanding   
anything to the contrary contained herein, neither the Investment   
Partnership   
nor any of its partners, general or limited, shall have any personal   
liability   
to any of the parties to this Agreement with regard to the   
representations and   
covenants extended, or the obligations undertaken, by the Investment   
Partnership under this Agreement.  In the event that the Investment   
Partnership shall be in default under any of the terms of this   
Agreement, the   
sole recourse of any party hereto for any indebtedness due hereunder, or   
for   
any damages resulting from any such default by the Investment   
Partnership,   
shall be against the capital contributions of the investor limited   
partners of   
the Investment Partnership allocated to, and remaining for investment   
in, the   
Partnership; provided however, that under no circumstances shall the   
liability   
of the Investment Partnership for any such default be in excess of the   
aggregate of: (a) the amount of Capital Contribution payable by the   
Investment   
Partnership to the Partnership, under the terms of this Agreement, at   
the time   
of such default, and (b) an amount equal to reasonable attorneys' fees   
reasonably and necessarily incurred by the General Partners in obtaining   
payment of any Installment(s) not made by the Investment Partnership   
when due   
and payable pursuant to the provisions of this Agreement.  
  
	16.07.  Environmental Protection.  
  
		(a)	The General Partner represents and warrants that (i)   
it has   
no actual knowledge of any deposit, storage, disposal, burial,   
discharge,   
spillage, uncontrolled loss, seepage or filtration of any Hazardous   
Substances   
at, upon, under or within the Land or any contiguous real estate, and   
(ii) it   
has not caused or permitted to occur, and shall not permit to exist, any   
condition which may cause a discharge of any Hazardous Substances at,   
upon,   
under or within the Land or on any contiguous real estate.  
  
		(b)	The General Partner further represents and warrants   
that   
neither it nor any of its Affiliates (i) has been, or will be involved   
in   
operations at or, pursuant to its best efforts, near the Land, which   
operations could lead to (A) the imposition of liability under the   
Hazardous   
Waste Laws on the Partnership or on any other subsequent or former owner   
of   
the Land or (B) the creation of a lien on the Land under the Hazardous   
Waste   
Laws or under any similar laws or regulations; and (ii) has permitted,   
or will   
permit, any tenant or occupant of the Apartment Complex to engage in any   
activity that could impose liability under the Hazardous Waste Laws on   
such   
tenant or occupant, on the Land or on any other owner of the Apartment   
Complex.  
  
		(c)	The General Partner shall comply strictly and in all   
respects with the requirements of the Hazardous Waste Laws and related   
regulations and with all similar laws and regulations.  
  
		(d)	The General Partner, shall at all times indemnify and   
hold   
harmless the Investment Partnership against and from any and all claims,   
suits, actions, debts, damages, costs, charges, losses, obligations,   
judgments, and expenses, of any nature whatsoever, suffered or incurred   
by the   
Investment Partnership, under or on account of the Hazardous Waste Laws   
or any   
similar laws or regulations, including the assertion of any lien   
thereunder,   
except for claims, suits, actions, debts, damages, costs, charges,   
losses,   
obligations, judgments, or expenses arising from the Investment   
Partnership's   
own gross negligence, willful misconduct or fraud.    
  
		(e)	For purposes of this Section 16.07, "Hazardous   
Substances"   
means oil, petroleum or chemical liquids or solids, liquid or gaseous   
products   
or any hazardous wastes or hazardous substances, as those terms are used   
in   
the Hazardous Waste Laws; and "Hazardous Waste Laws" means the   
Comprehensive   
Environmental Response, Compensation, and Liability Act of 1980, and any   
other   
federal, state or local law governing Hazardous Substances, as such laws   
may   
be amended from time to time.  
  
	16.08.  Notices to the Investment Partnership.  Any Notice   
required by   
the provisions of this Agreement to be given to the Investment   
Partnership   
shall be addressed as follows:  
  
			Boston Capital Tax Credit Fund IV, L.P.  
			c/o Boston Capital Partners, Inc.  
			One Boston Place, 21st Floor  
			Boston, Massachusetts 02210  
			ATTN: Samuel F. Guagliano, Assistant Vice President,   
Acquisitions  
  
And a copy to:		Hinckley, Allen & Snyder  
			One Financial Center  
			Suite 4600  
			Boston,  MA  02111-2625  
			ATTN:  Kristin A. DeKuiper, Esq.  
  
  
  
	16.09.  Notices to the General Partner.  Any Notice required by   
the   
provisions of this Agreement to be given to the General Partner shall be   
addressed as follows:  
  
			Byam Village of Massachusetts LLC  
			One Boston Place  
			Suite 2100  
			Boston, MA 02108  
			ATTN:  Christopher W. Collins  
  
And a copy to: 	Peabody & Brown  
			101 Federal Street  
			Boston, MA 02110  
			ATTN:  Paul E. Bouton, P.C.  
	  
	16.10.  Withdrawal of Initial Limited Partner.  First Atlantic   
hereby   
withdraws as the Initial Limited Partner of the Partnership.  
  
	16.11.  Lender Requirements.  See Exhibit B attached hereto and   
made a   
part hereof.  
  
	IN WITNESS WHEREOF, the parties have affixed their signatures and   
seals   
to this Amended and Restated Agreement of Limited Partnership of Byam   
Limited   
Partnership as of the date first written above.  
  
[SIGNATURES APPEAR ON NEXT PAGE  
  
  
  
		                              			GENERAL PARTNER:  
  
		                             				BYAM VILLAGE OF MASSACHUSETTS LLC  
  
_______________________            By:   FIRST ATLANTIC   
Witness                                  HOUSING, INC., its 
                             				        Manager  
	  
	                                        By:  __/s/ Elizabeth R. Collins  
		                                            Elizabeth R. Collins  
		                                            Vice President  
	  
                                   INVESTMENT PARTNERSHIP:  
  
                                   BOSTON CAPITAL TAX CREDIT FUND IV L.P.  
  
	                                  By:  Boston Capital Associates IV L.P.,   
                                        its General Partner  
  
                                       	By: C&M Associates d/b/a Boston   
                                            Capital 	Associates, its 
                                            general partner  
  
  
_________________________	              By:_/s/ Bonnie Kate Fox_________  
Witness	                                   Bonnie Kate Fox, as Attorney-  
                                    	      in-Fact of John P. Manning,  
                                    	      Partner  
  
                                   	GUARANTORS:  
  
                              						FIRST ATLANTIC HOUSING, INC.  
  
  
________________________		          By: _/s/ Elizabeth R. Collins___  
Witness	                                Elizabeth R. Collins  
                                       	Vice President  
  
  
  
________________________		             __/s/ Michael A. Liberty_______  
Witness				                           	MICHAEL A. LIBERTY  
  
  
  
  
                                      AMERICAN HOUSING PRESERVATION
                                      CORPORATION  
  
  
________________________		            By: ____________________________  
Witness	                                  Name:  
                                         	Title:  
  
                                     	SPECIAL LIMITED PARTNER:  
  
                                     	BCTC 94, INC.  
  
   
___________________________ 	         By: __/s/ Bonnie Kate Fox______  
Witness	                                  Bonnie Kate Fox, Attorney-  
                                        	 in-Fact for John P. Manning, 
                                          President  
  
                              						CLASS A LIMITED PARTNER  
  
                                    MERIDEN HOUSING PRESERVATION LIMITED   
                                    PARTNERSHIP  
  
                                    By:  MHP Corporation, its general partner  
  
  
____________________________		           By:___________________________  
Witness					                                Name:  
		                                 				     Title:  
  
  
                                  	WITHDRAWING LIMITED PARTNER:  
  
                                  	FIRST ATLANTIC HOUSING, INC.  
  
  
________________________		         By: _/s/ Elizabeth R. Collins  
Witness	                               Elizabeth R. Collins  
                                      	Vice President  
  
  
  
  
  
EXHIBIT A  
  
Post-Closing Conditions  
  
[Refer to that certain Post-Closing Letter dated as of the date hereof,   
which is incorporated herein by reference]  
  
  
  

EX-10

  
  
BOSTON CAPITAL TAX CREDIT FUND IV L.P.  
  
_______________________________________  
  
  
CERTIFICATION AND AGREEMENT  
for  
BYAM LIMITED PARTNERSHIP  
  
_______________________________________  
  
  
  
	CERTIFICATION AND AGREEMENT made as of February 25, 1997, by  
Byam   
Limited Partnership, a Connecticut limited partnership (the "Operating   
Partnership"); Byam Village of Massachusetts LLC, a Connecticut limited   
liability company (the "Operating General Partner"); for the benefit of   
BOSTON   
CAPITAL TAX CREDIT FUND IV L.P., a Delaware limited partnership (the   
"Investment Partnership"), BCTC 94, Inc., a Delaware corporation (the   
"Special   
Limited Partner"), Hinckley, Allen & Snyder, Peabody & Brown, Tobin,   
Carberry,   
O'Malley, Riley & Selinger, PC and certain other persons or entities   
described   
herein.  The Investment Partnership and the Special Limited Partner   
shall   
hereinafter be referred to as the "Limited Partners";  
  
	WHEREAS, the Operating Partnership proposes to admit the Limited   
Partners as the additional limited partners thereof pursuant to the   
Amended   
and Restated Agreement of Limited Partnership of the Operating   
Partnership   
dated as of February __, 1997 (the "Operating Partnership Agreement"),   
in   
accordance with which the Special Limited Partner will make a capital   
contribution of $10 to the Operating Partnership and the Investment   
Partnership will make certain capital contributions to the Operating   
Partnership;  
  
	WHEREAS, the Limited Partners have relied upon certain information   
and   
representations described herein in evaluating the merits of investment   
by the   
Limited Partners in the Operating Partnership;  
  
	WHEREAS, Hinckley, Allen & Snyder, as counsel for the Limited   
Partners,   
will rely upon such information and representations in connection with   
its   
delivery of certain opinions with respect to this transaction; and  
  
	WHEREAS, Peabody & Brown and Tobin, Carberry, O'Malley, Riley &   
Selinger, PC, as counsel for the Operating Partnership and the Operating   
General Partner, will rely upon such information and representations in   
connection with its delivery of certain opinions with respect to this   
transaction.  
  
	NOW, THEREFORE, to induce the Limited Partners to enter into the   
Operating Partnership Agreement and become the limited partners of the   
Operating Partnership, and for $1.00 and other good and valuable   
consideration, the receipt and adequacy of which are hereby   
acknowledged, the   
Operating Partnership and the Operating General Partner hereby agree as   
follows for the benefit of the Limited Partners, Hinckley, Allen &   
Snyder,   
Peabody & Brown, Tobin, Carberry, O'Malley, Riley & Selinger, PC and   
certain   
other persons hereinafter described.  
  
1.	Representations, Warranties and Covenants of the Operating   
Partnership   
and the Operating General Partner  
  
	The Operating Partnership and the Operating General Partner   
jointly and   
severally represent, warrant and certify to the Limited Partners,   
Hinckley,   
Allen & Snyder, Peabody & Brown and Tobin, Carberry, O'Malley, Riley &   
Selinger, PC, that, with respect to the Operating Partnership, as of the   
date   
hereof:  
  
		1.01	The Operating 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 the 46-unit rental   
housing   
project located in Waterbury, Connecticut known as Byam Village   
Apartments   
(the "Apartment Complex") and conduct its business; the Operating   
Partnership   
and the Operating General 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 Operating Partnership and the   
Operating General Partner has been duly and validly authorized by all   
necessary action; the execution and delivery of this Certification and   
Agreement, the fulfillment of its terms and consummation of the   
transactions   
contemplated hereunder do not and will not conflict with or result in a   
violation, breach or termination of or constitute a default under (or   
would   
not result in such a conflict, violation, breach, termination or default   
with   
the giving of notice or passage of time or both) any other agreement,   
indenture or instrument by which the Operating Partnership or the   
Operating   
General Partner is bound or any law, regulation, judgment, decree or   
order   
applicable to the Operating Partnership or the Operating General Partner   
or   
any of their respective properties; this Certification and Agreement   
constitutes the valid and binding agreement of the Operating Partnership   
and   
the Operating General Partner, enforceable against each of them in   
accordance   
with its terms.  
  
		1.02	All factual information, including without limitation   
the   
information set forth in Exhibit A hereto, provided to the Limited   
Partners 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.  The Operating General Partner has also delivered   
to the   
Limited Partners or their affiliates all documents and other information   
which   
has been requested by such parties.  Since the date of the financial   
statements for the Operating General Partner previously delivered, there   
has   
been no material adverse change in the financial position of the   
Operating   
General Partner.  The estimates of occupancy rates, operating expenses   
and tax   
credits set forth on Exhibit A are reasonable in light of the knowledge   
and   
experience of the Operating General Partner.  
  
	1.03	As of the date hereof, each of the representations   
contained in Exhibit B attached hereto is true, accurate and complete as   
to   
both the Operating Partnership and the Operating General Partner and as   
to any   
of its affiliates, any of its predecessors and its affiliates'   
predecessors,   
any of its directors, officers, general partners and/or beneficial   
owners of   
ten percent (10%) or more of any class of its equity securities   
(beneficial   
ownership meaning the power to vote or direct the vote and/or the power   
to   
dispose or direct the disposition of such securities), as the case may   
be, and   
any promoters presently connected with it in any capacity.  
  
	1.04	Each of the representations and warranties contained in   
the Operating Partnership Agreement is true and correct as of the date   
hereof.  
  
	1.05	Each of the covenants and agreements of the Operating   
Partnership and the Operating General Partner contained in the Operating   
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.  
  
	1.06	All conditions to admission of the Limited Partners as   
limited partners of the Operating Partnership contained in the Operating   
Partnership Agreement have been satisfied.  
  
	1.07	No default has occurred and is continuing under the   
Operating Partnership Agreement or any of the Project Documents (as such   
term   
is defined in the Operating Partnership Agreement) for the Operating   
Partnership.  
  
	1.08	The Operating General Partner agrees to take all actions   
necessary to claim the Projected Credit, including, without limitation,   
the   
filing of Form 8609 with the Internal Revenue Service.  
  
	1.09	No person or entity other than the Operating Partnership   
holds any equity interest in the Apartment Complex.  
  
	1.10	The Operating 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 Operating 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 Operating Partnership   
has   
the right to any proceeds, after payment of all indebtedness, from the   
sale,   
refinancing, or leasing of the Apartment Complex.  
  
		1.13	Except as previously disclosed to the Special Limited   
Partner, the Operating General Partner is not related in any manner to   
either   
of the Limited Partners, nor is the Operating General Partner acting as   
an   
agent of the Limited Partners.  
  
		1.14	To the best of the undersigned's knowledge after due   
inquiry, and excepts as may have been disclosed in that certain report   
entitled "Environmental Site Assessment and Limited Environmental   
Compliance   
Review" by GZA GeoEnvironmental, Inc. of Vernon, Connecticut, dated   
February   
1997, the Apartment Complex does not contain in a level above that   
deemed safe   
by all applicable governmental agencies, any substance known to be   
hazardous,   
such as hazardous waste, lead-based paint, asbestos, methane gas, urea   
formaldehyde insulation, oil, toxic substances, underground storage   
tanks,   
polychlorinated biphenals (PCBs), and radon; the Apartment Complex is   
not   
affected by the presence of oil, toxic substances, or other pollutants   
that   
could be a detriment to the Apartment Complex nor is the Operating   
Partnership   
in violation of any local, state, or federal law or regulation; and no   
violation of the Clean Air Act, Clean Water Act, Resource Conservation   
and   
Recovery Act, Toxic Substance Control Act, Safe Drinking Water Control   
Act,   
Comprehensive Environmental Resource Compensation and Liability Act, or   
Occupational Safety and Health Act has occurred or is continuing.    
Neither the   
Operating Partnership, nor the Operating General Partner have received   
any   
notice from any source whatsoever of the existence of any such hazardous   
condition relating to the Apartment Complex or of any violation of any   
local,   
state or federal law or regulation with respect to the Apartment   
Complex.  
  
		1.15	To the best of the undersigned's knowledge, based on   
that   
certain real estate appraisal prepared by Italia & Lemp, Inc. dated May   
7,   
1997 and based upon the level of permanent debt financing for the   
Project,   
there is a reasonable expectation that the fair market value of the   
Operating   
Partnership's building(s) at the end of each year will be greater than   
the   
total amount of the Operating Partnership's liabilities, including   
accrued   
interest on such liabilities.  
  
		1.16	[Intentionally Omitted].   
  
		1.17	First Atlantic Housing, Inc., a Massachusetts   
corporation, BCP Connecticut Limited partnership, a Massachusetts   
limited   
partnership and American Housing Preservation Corporation, a Maine   
corporation   
are the sole members of the Operating General Partner.  If any member or   
other   
affiliate of the Operating General Partner is a tax-exempt entity and   
either   
of such Operating General Partner is a "controlled entity" in relation   
to such   
tax-exempt entity, a timely election will be made under Code Section   
168(h)(6)(F) so that no portion of the Apartment Complex will be treated   
as   
"tax exempt use property" as defined in Code Section 168(h).  
  
		1.18	All representations made by the Operating General   
Partner   
in the Operating Partnership Agreement are incorporated herein by   
reference   
and are confirmed.  
  
		1.19	There is a reasonable expectation that the Operating   
Partnership will be able to repay, as due, the principal and interest on   
the   
projected loans to the Operating Partnership based on the projected   
value of   
the Operating Partnership's property and building(s).  
  
		1.20	An Extended Use Commitment (as defined in the   
Operating   
Partnership Agreement) within the meaning of Code Section 42(h)(6) will   
be in   
effect and recorded in the appropriate land evidence records with   
respect to   
the building(s) in the Apartment Complex not later than the end of the   
taxable   
year in which any Tax Credit is taken with respect to any building.  If   
not in   
effect as of the date hereof, the Operating General Partner agree (i) to   
deliver a valid and binding Extended Use Agreement and evidence that it   
has   
been recorded no later than the end of the first taxable year in which   
any Tax   
Credit is taken with regarding to any building and (ii) to ensure that   
all   
Partnership lenders subordinate their mortgage liens on the Apartment   
Complex   
to the Extended Use Agreement at the time it is recorded.  
  
		1.21	The amounts payable in development and property   
management fees to the Operating General Partner and its affiliates are   
fair   
in light of the value and magnitude of the services rendered in   
consideration   
for such fees, and the services performed in consideration for the   
development   
fees relate solely to the acquisition or construction of the Apartment   
Complex.  
  
		1.22	The Mortgage Loans (other than the Preservation Loan)   
are   
being financed through the issuance of tax-exempt bonds, the interest on   
which   
is exempt under Section 103 of the Code; the bonds are taken into   
account   
under Section 146 of the Code; and the principal payments on the   
Mortgage   
Loans (other than the Preservation Loan) will be applied within a   
reasonable   
period to redeem the bonds, the proceeds of which were used to provide   
the   
Mortgage Loans (other than the Preservation Loan).  
  
		1.23	The Low-Income Housing Tax Credits allocated to the   
Apartment Complex will not exceed the amount the Agency determines is   
necessary for the financial feasibility of the Apartment Complex and its   
viability as a qualified low-income housing project throughout the   
credit   
period.  
  
		1.24	To the best of the Operating General Partner's   
knowledge,   
the proposed operations of the Apartment Complex and the Partnership   
satisfy   
the requirements of Connecticut's Qualified Allocation Plan, including   
any   
specific targeting, set-asides or other factors upon which the   
Connecticut   
Housing Finance Authority based its determination that the proposed   
operations   
of the Apartment Complex and the Partnership satisfy the Qualified   
Allocation   
Plan.  
  
		1.25	The Operating Partnership has elected pursuant to Code   
Section 42 to lock in the applicable Tax Credit rate prior to placement   
in   
service of each building.  
  
		1.26	[Intentionally Omitted].  
  
		1.27	The Operating General Partner will not reduce its   
aggregate interest, as Operating General Partner, in the Partnership   
below 1%   
of all material items of the Partnership income, gain, loss, deduction,   
and   
credit.  The 1% interest will be calculated without regard to any   
limited   
partner interest or interests in the Partnership that the Operating   
General   
Partner have or may obtain.  
  
		1.28	The Operating General Partner and any entity that is   
related to the Operating General Partner or to the Operating Partnership   
and   
that receives a fee from the Operating Partnership, directly or   
indirectly, is   
on the accrual method of accounting for tax purposes.  If any fee   
received by   
the Operating General Partner is treated as a guaranteed payment under   
Section   
707(c) of the Code, the Operating General Partner will recognize such   
fee as   
income at the time such fee is accrued by the Operating Partnership.  
  
		1.29	The Operating General Partner will be actively   
involved   
in the management and operation of the Operating Partnership, will   
devote   
substantial and continuing attention to the activities of the Operating   
Partnership, and will provide substantial services to the Operating   
Partnership.  
  
		1.30	The development and leasing activity in which the   
Operating Partnership will engage will not contain personal or   
recreational   
benefit for the partners of the Operating Partnership.  
  
		1.31	The Operating Partnership will keep active records and   
carry out the proposed activity in a manner consistent with profitable   
businesses in the same activity.  
  
		1.32	The Operating Partnership will have an objective to   
carry   
on businesses for profit and divide the gains therefrom.  
  
		1.33	The Operating Partnership may earn a profit, including   
profit from appreciation in the value of the Apartment Complex.  
  
		1.34	The Mortgage Loans and all other debt financing of the   
Apartment Complex require the noncontingent repayment of principal on or   
before a fixed maturity date, and will be considered and treated as a   
loan by   
the Lenders.  
  
		1.35	None of the Operating Partnership's Lenders is a party   
from whom the Operating Partnership acquired any portion of the   
Apartment   
Complex, and none of the financing was issued in exchange for any   
portion of   
the Apartment Complex.  None of the Operating Partnership's Lenders will   
receive a fee with respect to the Operating Partnership's investment in   
the   
Apartment.  
  
		1.36	Following is a description of any and all existing or   
proposed financing of the Apartment Complex that involves any direct or   
indirect grant or federal subsidy (including, without limitation,   
federal   
grants, below-market interest rate loans, and tax-exempt bonds):  the   
Connecticut Housing Finance Authority is making the Mortgage Loans,   
which are   
being funded by the issuance of Connecticut's 1996 Multi-Family Housing   
Revenue Bonds.  
  
		1.37	The Project will not receive moderate rehabilitation   
assistance under Section 8(e)(2) of the United States Housing Act of   
1937   
(unless pursuant to the Stewart B. McKinney Homeless Assistance Act of   
1988).  
  
		1.38	If the Apartment Complex is a scattered site project   
within the meaning of Code Section 42, 100% of the rental units in the   
Apartment Complex will be rent-restricted within the meaning of Code   
Section   
42.  
  
		1.39	All Units in the Apartment Complex are to be of equal   
quality and all Apartment Complex amenities are to be made available to   
all   
tenants on a comparable basis without separate fees except for one unit   
in   
which the on-site manager shall reside.  
  
		1.40	There will be no direct or indirect personal liability   
of   
the Operating Partnership or of any of the Partners for the repayment of   
the   
principal of and payment of interest on the Mortgage Loans, and the sole   
recourse of the Lender under the Mortgage Loans, with respect to the   
principal   
thereof and interest thereon, shall be to the property securing the   
indebtedness.  
  
		1.41	All representations and disclosures made by the   
Operating   
General Partner to the Agency with respect to the Project and the   
Partnership   
in connection with the Low Income Housing Tax Credit Allocation   
Application   
remain true and correct on the date hereof and the Partnership has   
complied   
with all conditions to the allocation of Tax Credits imposed by the   
Agency.  
  
		1.42	At least 50% of the aggregate basis of the Land and   
buildings comprising the Apartment Complex will be financed by the   
Mortgage   
Loans.  
		  
2.	Indemnification  
  
		2.01	The Operating General Partner (for purposes of this   
Section 2.01, the "Indemnifying Parties" or, individually, an   
"Indemnifying   
Party") agrees to indemnify and hold harmless the Limited Partners (for   
purposes of this Section 2.01, the "Indemnified Parties" or,   
individually, an   
"Indemnified Party") and each officer, director, employee and person, if   
any,   
who controls any Indemnified Party against any losses, claims, damages   
or   
liabilities (collectively, "Liabilities"), joint or several, to which   
any   
Indemnified Party or such officer, director, employee or controlling   
person   
may become subject, insofar as such Liabilities or actions in respect   
thereof   
arise out of or are based upon (i) a breach by such Indemnifying Party   
of any   
of its representations, warranties or covenants to such Indemnified   
Party or   
any such of its officers, directors, employees or controlling persons   
under   
this Certification and Agreement or (ii) liability in connection with   
the Land   
and/or the Apartment Complex, as each term is defined in the Operating   
Partnership Agreement, under any statute, regulation, ordinance, or   
other   
provision of federal, state, or local law or any civil action pertaining   
to   
the protection of the environment or otherwise pertaining to public   
health or   
employee health and safety, including, without limitation, protection   
from   
hazardous waste, lead-based paint, methane gas, urea formaldehyde   
insulation,   
oil, toxic substance, underground storage tanks, polychlorinated   
biphenals   
(PCBs), and radon; and to reimburse each such Indemnified Party and each   
such   
officer, director, employee or controlling person for any legal or other   
expenses reasonably incurred by it or them in connection with defending   
against any such Liability or action; provided, however, that the   
Indemnifying   
Party shall not be required to indemnify any Indemnified Party or any   
such   
officer, director, employee or controlling person for any payment made   
to any   
claimant in settlement of any Liability or action unless such payment is   
approved by the Indemnifying Party or by a court having jurisdiction of   
the   
controversy.  This indemnity agreement shall remain in full force and   
effect   
notwithstanding any investigation made by any party hereto, shall   
survive the   
termination of any agreement which refers to this indemnity and shall be   
in   
addition to any liability which the Indemnifying Party may otherwise   
have.  
  
		2.02	No Indemnifying Party shall be liable under the   
indemnity   
agreements contained in Section 2.01 unless the Indemnified Party shall   
have   
notified the Indemnifying Party in writing within forty-five (45)   
business   
days after the summons or other first legal process giving information   
of the   
nature of the claim shall have been served upon the Indemnified Party or   
any   
such of its officers, directors, employees or controlling persons, but   
failure   
to notify an Indemnifying Party of any such claim shall not relieve it   
from   
any liability which it may have to the Indemnified Party or any such of   
its   
officers, directors, employees or controlling persons against whom   
action is   
brought otherwise than on account of its indemnity agreement contained   
in   
Section 2.01.  In case any action is brought against any Indemnified   
Party or   
any such of its officers, directors, employees or controlling persons   
upon any   
such claim, and it notifies the Indemnifying Party of the commencement   
thereof   
as aforesaid, the Indemnifying Party shall be entitled to participate at   
its   
own expense in the defense, or, if it so elects, in accordance with   
arrangements satisfactory to any other Indemnifying Party or parties   
similarly   
notified, to assume the defense thereof, with counsel who shall be   
reasonably   
satisfactory to such Indemnified Party or any such of its officers,   
directors,   
employees or controlling persons and any other Indemnified Parties who   
are   
defendants in such action; and after notice from the Indemnifying Party   
to   
such Indemnified Party or any such of its officers, directors, employees   
or   
controlling persons of its election so to assume the defense thereof and   
the   
retaining of such counsel by the Indemnifying Party, the Indemnifying   
Party   
shall not be liable to such Indemnified Party or any such of its   
officers,   
directors, employees or controlling persons for any legal or other   
expenses   
subsequently incurred by such Indemnified Party or any such of its   
officers,   
directors, employees or controlling persons in connection with the   
defense   
thereof.  
  
3.	Miscellaneous  
  
		3.01	This Certification and Agreement is made solely for   
the   
benefit of the Operating Partnership, the Operating General Partner,   
Hinckley,   
Allen & Snyder, Peabody & Brown and Tobin, Carberry, O'Malley, Riley &   
Selinger, PC, the Limited Partners (and, to the extent provided in   
Section 2,   
the officers, directors, partners, employees and controlling persons   
referred   
to therein), and their respective successors and assigns, and no other   
person   
shall acquire or have any right under or by virtue of this Agreement.  
  
			3.02	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.  
  
			3.03	Terms used in this Certification and Agreement   
but not   
otherwise defined herein shall have the meanings given them in the   
Operating   
Partnership Agreement.  
  
	IN WITNESS WHEREOF, the undersigned have set their hands and seals   
as of   
the date first above written.  
  
	OPERATING PARTNERSHIP:  
  
	BYAM LIMITED PARTNERSHIP   
  
		By: BYAM VILLAGE OF MASSACHUSETTS  
		       LLC, its General Partner  
  
		By: FIRST ATLANTIC HOUSING, INC., its Manager  
  
  
		By:	/s/ Elizabeth R. Collins	  
		     Elizabeth R. Collins, Vice President  
		  
		OPERATING GENERAL PARTNER:  
  
		BYAM VILLAGE OF MASSACHUSETTS  LLC  
  
		By: FIRST ATLANTIC HOUSING, INC., its Manager  
  
  
		By:	/s/ Elizabeth R. Collins	  
		     Elizabeth R. Collins, Vice President  
  
  
	  
  
  
  
  
  
Exhibit A  
  
Byam Limited Partnership Fact Sheet  
  
  
1.	Sources and Uses of Funds  
  
	Sources of Funds  
  
	First Mortgage Loans:				$1,670,000  
	Second Mortgage Loan				$80,000  
	General Partner Equity				$246,700  
	Limited Partner Equity				$426,008  
  
 	Application of Funds  
  
	Total Construction Cost 				$294,030  
	Soft Costs						$1,909,732  
	Land							$185,000  
	Development Fee					$154,643  
  
2.	Financing  
  
	A.	Lender:  	Connecticut Housing Finance Authority  
  
		(i)	Mortgage Amount:			$900,000  
		(ii)	Interest Rate: 			6.75%  
		(iii)	Term:				  	7.33 years  
  
	B.	Lender: Connecticut Housing Finance Authority  
  
		(i)	Mortgage Amount:			$770,000  
		(ii)	Interest Rate: 			7.75%  
		(iii)	Term:					30 years  
  
	C.	Preservation Loan  
  
		(i)	Mortgage Amount:			$80,000  
		(ii)	Interest Rate: 			6.%  
								(accrual)  
								30 years)  
		(iii)	Term:					60 years  
  
3.	Construction and Permanent Junior Financing:  		N/A  
  
4.	Eligible Basis:  	  
  
		Acquisition		Rehabilitation  
		$1,466,084		$370,970  
  
5.	Qualified Basis:  		  
  
		Acquisition		Rehabilitation  
		$1,466,084		$370,970  
  
6.	GP Capital Contribution:  					$246,700  
  
8.	Rent-up Schedule:						100% April 1998  
  
9.	Projected Credit to the  
	 Investment Partnership (99%):    
  
	A.	for year 1	$44,375 (1998)  
	B.	for year 2 through 10  $66,564  
	C.	for year 11  $22,189  
	  
10.	Total Projected Credit to the  
	 Operating Partnership (100%):  
  
	A.	for year 1 	$44,823 (1998)  
	B.	for years 2 through 10  $67,236  
	C.	for year 11   $22,413  
	  
11.	Tax Credit Approval:  
  
	A.	Application:  
		1.	Date:   October, 1996   
		2.	Credit Amount Requested:  $72,466 Annually    
  
	B.	Credit Reservation:  N/A (Tax Exempt Bonds)  
		1.	Date:  N/A  
		2.	Estimated Credit Amount Reserved:    
  
	C.	Carryover Allocation:  N/A  
		1.	Date:  N/A  
		2.	Credit Amount Allocated:   N/A  
  
	D.	Credit Rate Lock-in Agreement  
		1.	Date:  1/2/97    
		2.	Rate locked-in:  3.66%    
  
	E.	Form 8609  
		1.	Date:  To be Determined  
		2.	Credit Amount Allocated:  To be Determined  
  
12.	Apartment Complex:  
  
	A.	Name:			Byam Village   
	B.	Address:  		1782 Meriden Road, Waterbury, CT 06702  
	C.	County:  		New Haven  
	D.	Type of Project:  	Family  
  
13.	1996 Area Median Income:3 person very low income $23,400    
  
14.	Type of Units:    
  
  
                         Unit                    Basic   Utility
                         Number   Square Ft.     Rent    Allowance  
  
1-Bedroom                 8       550           $410     $24  
2-Bedroom                30       810           $440     $26  
3-Bedroom                 8      1110           $550     $28  
  
15.	Difference between rents allowed  
	by FmHA and rents allowed under  
	the Rent Restriction Test:						N/A  
  
16.	Rental Assistance:  						  
	Section 8	  
  
17.  
(Projected) Annual Operating Expenses  
(year 1):  
  
$211,983  
(including   
Replacement   
Reserve Funding   
and Supplemental   
Replacement   
Reserve Accounts)  
  
  
18.	Replacement Reserve Account  
  
	A.	Initial 		$23,000  
	B.	Annual: 	$9,890  
	  
19.	Supplemental Replacement Account:  
  
	A.	Annual commencing in 1998:  $6,210  
  
20.	Tenant Transition Fund:  
	(from proceeds of Installments)  
  
	A.	Initial: 	$75,000  
	B.	Annual:	$10,000 (Last year of funding: 2003)  
 		  
21.	Amount of Annual Asset Management Fee  
	to Boston Capital Communications  
	Limited Partnership:	$2,300		  
  
	A.	Guaranteed Portion of Asset Management Fee:	$1, 000  
  
22.	Amount of Annual Incentive Partnership  
	Management Fee:	$2,300		  
  
23.	Amount of Total Depreciable  
	Basis Allocated to Personal  
	Property:							To Be Determined   
  
24.	Completion Date: 		March, 1998	  
  
25.	Total Capital Contribution of  
	Investment Partnership:						$426,008  
  
26.	Schedule of Capital Contributions  
  
	First Installment:						  
	$335,000  
	Second Installment						  
	$45,000  
	Third Installment							$20,000  
	Final Installment 							$6,008  
  
27.	Fees, Special Distributions and Other Items to be paid from   
Capital   
Contributions  
  
	A.	Development Fee:  
$154,643  
(total fee)   
$120,697   
(deferred   
portion)  
  
  
	B.	Special Return of GP Capital				N/A  
  
28.	Consulting Fee to Boston Capital					N/A  
	Partners, Inc.  
  
29.	A.  	General Partner:	Byam Village of Massachusetts LLC		  
		Attn:  			Christopher W. Collins  
					Elizabeth R. Collins  
		Address: 		One Boston Place  
					Suite 2100  
					Boston, MA 02108  
		Telephone Number:	(617) 624-8900  
  
30.	Developer: 		(Joint)  
  
	A.	First Atlantic Housing, Inc.   
		Attn:  			Christopher W. Collins  
					Elizabeth R. Collins  
		Address: 		One Boston Place  
					Suite 2100  
					Boston, MA 02108  
		Telephone Number:	(617) 624-8900  
   
	B.	American Housing, Inc.  
		100 Middle Street  
		Tower B  
		Portland, ME 04101  
  
31.	Ownership Interests 	Contribution	Percentage
	Interest 
  
	General Partner  
$246,700  
1.0%  
  
	Investment Partnership  
$426,008  
98.99%  
  
	Special Limited Partner  
$10  
0.01%  
  
  
32.	Management Agent:  	Carabetta Management Co.	  
	Attn: 		  		  
	Address:			200 Pratt Street  
					Meriden, CT  
	Telephone Number:  		(203) 237-7400  
  
Amount of Fee: 			5%  
  
33.	Builder:  			Equity Builders, Inc.   
	Attn:				Kirk Rogers  
	Address:  			100 Middle Street, Portland, ME 04104  
	Telephone Number:		(207) 772-9779  
  
Amount of Compensation:   		To be determined  
  
Builder's Profit: 	             	To be determined  
	  
34.	Subcontractor:  		N/A  
	Attn:				  
	Address:        		  
	Telephone Number:		  
	    
34.	Architect:  			Latrobe/Archimage Architects  
	Attn:				Sheldon Crosby  
	Address:    			16 Ensign Drive, Avon, CT 06001  
	Telephone Number:		(860) 677-7676  
  
	Amount of Fee:			  
  
36.	Auditor: 			Reznick, Fedder & Silverman  
	Attn:					  
	Address:				  
	Telephone Number:		  
  
37.	Tax Return Preparer:  	Reznick, Fedder & Silverman	  
	Attn:		 		  
	Address: 				  
	Telephone Number: 		  
  
38.	Federal Taxpayer ID Number: 	Applied for  
  
39.	State Housing Credit Agency:	Connecticut Housing Finance   
Authority  
  
40.	State Housing Agency LIHTC Project Number: 	To be determined  
  
41.	Operating Deficit Guaranty		3 years - $100,000 cap  
  
42.	Guarantor: 		First Atlantic Housing Inc.,  
				American Housing Preservation  
				& Michael A. Liberty 		  
  
cc:	Boston Capital Communications Limited Partnership Accounting   
Department  
  
  
Exhibit B  
  
Certificate of Operating Partnership and  
Operating General Partner Re: Lack of Disqualifications  
  
	The Operating Partnership and its Operating General Partner (as   
identified   
on the Certification and Agreement to which this Certificate is attached   
as   
Exhibit B) hereby represent to you that none of (i) the Operating   
Partnership,   
(ii) any predecessor of the Operating Partnership, (iii) any of the   
Operating   
Partnership's affiliates ("affiliate" meaning a person that controls or   
is   
controlled by, or is under common control with, the Operating   
Partnership), (iv)   
any sponsor (meaning any person who (1) is directly or indirectly   
instrumental   
in organizing the Operating Partnership or (2) will directly or   
indirectly   
manage or participate in the management of the Operating Partnership or   
(3) will   
regularly perform, or select the person or entity who will regularly   
perform,   
the primary activities of the Operating Partnership), (v) any officer,   
director,   
principal or general partner of the Operating Partnership or of any   
sponsor,   
(vi) the officer, director, principal, promoter or general partner of   
any   
Operating General Partner, (vii) any beneficial owner of ten percent   
(10%) or   
more of any class of the equity securities of the Operating Partnership   
or of   
any sponsor (beneficial ownership meaning the power to vote or direct   
the vote   
and/or the power to dispose or direct the disposition of such   
securities),   
(viii) any promoter of the Operating Partnership (meaning any person   
who, acting   
alone or in conjunction with one or more other persons, directly or   
indirectly   
has taken, is taking or will take the initiative in founding and   
organizing the   
business of the Operating Partnership or any person who, in connection   
with the   
founding and organizing of the business or enterprise of the Operating   
Partnership, directly or indirectly receives in consideration of   
services or   
property, or both services and property, ten percent (10%) or more of   
any class   
of securities of the Operating Partnership or ten percent (10%) or more   
of the   
proceeds from the sale of any class of such securities; provided,   
however, a   
person who receives such securities or proceeds either solely as   
underwriting   
commissions or solely in consideration of property shall not be deemed a   
promoter if such person does not otherwise take part in founding and   
organizing   
the enterprise) presently connected with the Operating Partnership in   
any   
capacity:  
  
		(1)	Has filed a registration statement which is the   
subject of   
any pending proceeding or examination under the securities laws of any   
jurisdiction, or which is the subject of a any refusal order or stop   
order   
thereunder entered within five (5) years prior to the date hereof;  
  
		(2)	Has been convicted of or pleaded nolo contendere to a   
misdemeanor or felony or, within the last ten (10) years, been held   
liable in a   
civil action by final judgment of a court based upon conduct showing   
moral   
turpitude in connection with the offer, purchase or sale of any   
security,   
franchise or commodity (which term, for the purposes of this Certificate   
shall   
hereinafter include commodity futures contracts) or any other aspect of   
the   
securities or commodities business, or involving racketeering, the   
making of a   
false filing or a violation of Sections 1341, 1342 or 1343 of Title 18   
of the   
United States Code or arising out of the conduct of the business of an   
issuer,   
underwriter, broker, dealer, municipal securities dealer, or investment   
adviser,   
or involving theft, conversion, misappropriation, fraud, breach of   
fiduciary   
duty, deceit or intentional wrongdoing including, but not limited to,   
forgery,   
embezzlement, obtaining money under false pretenses, larceny fraudulent   
conversion or misappropriation of property or conspiracy to defraud, or   
which is   
a crime involving moral turpitude, or within the last five (5) years of   
a   
misdemeanor or felony which is a criminal violation of statutes designed   
to   
protect consumers against unlawful practices involving insurance,   
securities,   
commodities, real estate, franchises, business opportunities, consumer   
goods or   
other goods and services;  
  
		(3)	Is subject to (a) any administrative order, judgment   
or   
decree entered within five (5) years prior to the date hereof entered or   
issued   
by or procured from a state securities commission or administrator, the   
Securities and Exchange Commission ("SEC"), the Commodities Futures   
Trading   
Commission or the U.S. Postal Service, or to (b) any administrative   
order or   
judgment, arising out of the conduct of the business of an underwriter,   
broker,   
dealer, municipal securities dealer, or investment adviser, or involving   
deceit,   
theft, fraud or fraudulent conduct, or breach of fiduciary duty, or   
which is   
based upon a state banking, insurance, real estate or securities law or   
(c) has   
been the subject of any administrative order, judgment or decree in any   
state in   
which fraud, deceit, or intentional wrongdoing, including, but not   
limited to,   
making untrue statements of material fact or omitting to state material   
facts,   
was found;  
  
		(4)	Is subject to any pending proceeding in any   
jurisdiction   
relating to the exemption from registration of any security or offering,   
or to   
any order, judgment or decree in which registration violations were   
found or   
which prohibits, denies or revokes the use of any exemption from   
registration in   
connection with the offer, purchase or sale of securities, or to an SEC   
censure   
or other order based on a finding of false filing;  
  
		(5)	Is subject to any order, judgment or decree of any   
court or   
regulatory authority of competent jurisdiction entered within five (5)   
years   
prior to the date hereof, temporarily, preliminarily or permanently   
restraining   
or enjoining such persons from engaging in or continuing any conduct or   
practice   
in connection with any aspect of the securities or commodities business   
or   
involving the making of any false filing or arising out of the conduct   
of the   
business of an underwriter, broker, dealer, municipal securities dealer,   
or   
investment adviser, or which restrains or en joins such person from   
activities   
subject to federal or state statutes designed to protect consumers   
against   
unlawful or deceptive practices involving insurance, banking,   
commodities, real   
estate, franchises, business opportunities, consumer goods and services,   
or is   
subject to a United States Postal Service false representation order   
entered   
within five (5) years prior to the date hereof, or is subject to a   
temporary   
restraining order or preliminary injunction with respect to conduct   
alleged to   
have violated Section 3005 of Title 39 of the United States Code;   
  
		(6) 	Is suspended or expelled from membership in, or   
suspended or   
barred from association with a member of, an exchange registered as a   
national   
securities exchange, an association registered as a national securities   
association, or any self-regulatory organization registered pursuant to   
the   
Securities Exchange Act of 1934, or a Canadian securities exchange, or   
association or self-regulatory organization operating under the   
authority of the   
Commodity Futures Trading Commission, or is subject to any currently   
effective   
order or order entered within the past five years of the SEC, the   
Commodity   
Futures Trading Commission or any state securities administrator denying   
regis-  
tration to, or revoking or suspending the registration of, such person   
as a   
broker-dealer, agent, futures commission merchant, commodity pool   
operator,   
commodity trading adviser or investment adviser or associated person of   
any of   
the foregoing, or prohibiting the transaction of business as a broker-  
dealer or   
agent;  
  
		(7)	Has, in any application for registration or in any   
report   
required to be filed with, or in any proceeding before the SEC or any   
state   
securities commission or any regulatory authority willfully made or   
caused to be   
made any statement which was at the time and in the light of the   
circumstances   
under which it was made false or misleading with respect to any material   
fact,   
or has willfully omitted to state in any such application, report or   
proceeding   
any material fact which is required to be stated therein or necessary in   
order   
to make the statements made, in the light of the circumstances under   
which they   
are made, not misleading, or has willfully failed to make any required   
amendment   
to or supplement to such an application, report or statement in a timely   
manner;  
  
		(8)	Has willfully violated any provision of the Securities   
Act   
of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of   
1939,   
the Investment Advisers Act of 1940, the Investment Company Act of 1940,   
the   
Commodity Exchange Act of 1974 or the securities laws of any state, or   
any   
predecessor law, or of any rule or regulation under any of such   
statutes;  
  
		(9)	Has willfully aided, abetted, counseled, commanded,   
induced   
or procured the violation by any other person of any of the statutes or   
rules or   
regulations referred to in subsection (8) hereof;  
  
		(10)	Has failed reasonably to supervise his agents, if he   
is a   
broker-dealer, or his employees, if he is an investment adviser, but no   
person   
shall be deemed to have failed in such supervision if there have been   
established procedures, and a system for applying such procedures, which   
would   
reasonably be expected to prevent and detect, insofar as practicable,   
any   
violation of statutes, rules or orders described in subsection (8) and   
if such   
person has reasonably discharged the duties and obligations incumbent   
upon him   
by reason of such procedures and system without reasonable cause to   
believe that   
such procedures and system were not being complied with;  
  
		(11) 	Is subject to a currently effective state   
administrative   
order or judgment procured by a state securities administrator within   
five (5)   
years prior to the date hereof or is subject to a currently effective   
United   
States Postal Service fraud order or has engaged in dishonest or   
unethical   
practices in the securities business or has taken unfair advantage of a   
customer   
or is the subject of sanctions imposed by any state or federal   
securities agency   
or self-regulatory agency;  
  
		(12)	Is insolvent, either in the sense that his liabilities   
exceed his assets or in the sense that he cannot meet his obligations as   
they   
mature, or is in such financial condition that he cannot continue his   
business   
with safety to his customers, or has not sufficient financial   
responsibility to   
carry out the obligations incident to his operations or has been   
adjudged a   
bankrupt or made a general assignment for the benefit of creditors; or  
  
		(13)	Is selling or has sold, or is offering or has offered   
for   
sale, in any state securities through any unregistered agent required to   
be   
registered under the Securities Act of the State or for any broker-  
dealer or   
issuer with knowledge that such broker-dealer or issuer had not or has   
not   
complied with the Securities Act of the State.  
  
	If the Operating Partnership is subject to the requirements of   
Section 12,   
14 or 15(d) of the Securities Exchange Act of 1934, then the Operating   
Partnership has filed all reports required by those Sections to be filed   
during   
the twelve (12) calendar months preceding the date hereof (or for such   
shorter   
period that the Operating Partnership was required to file such   
reports).