INDEPENDENT AUDITOR'S REPORT



To the Partners
Pioneer Street Associates
(A California Limited Partnership)
Visalia, California



I have audited the accompanying  balance sheets of Pioneer Street  Associates (A
California  Limited  Partnership),  as of December  31,  2001 and 2000,  and the
related  statements of income,  partners'  equity,  and cash flows for the years
then  ended.   These  financial   statements  are  the   responsibility  of  the
Partnership's  management.  My  responsibility is to express an opinion on these
financial statements based on my audits.

I conducted my audits in accordance with generally accepted auditing  standards.
Those standards  require that I plan and perform the audits to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the  financial  position of Pioneer  Street  Associates  (A
California  Limited  Partnership)  as of  December  31,  2001 and 2000,  and the
results  of its  operations  and its cash  flows  for the  years  then  ended in
conformity with generally accepted accounting principles.


                                              /s/Bernard E. Rea, CPA



Stockton, California
March 8, 2002








                                       -1-
<PAGE>













                                 C O N T E N T S




                                                                           Page

INDEPENDENT AUDITOR'S REPORT ON
     THE FINANCIAL STATEMENTS.............................................     1
FINANCIAL STATEMENTS

     Balance sheets.......................................................   2-3
     Statements of income.................................................   4-7
     Statements of changes in partners' equity............................     8
     Statements of cash flows.............................................  9-10
     Notes to financial statements........................................ 11-14










<PAGE>









                            PIONEER STREET ASSOCIATES
                       (A California Limited Partnership)

                                 BALANCE SHEETS
                           December 31, 2001 and 2000
<TABLE>
<CAPTION>




                   ASSETS                                                         2001                        2000
                                                                                 -----                        ----


<S>                                                                                 <C>                         <C>
CURRENT ASSETS
     Cash                                                                           $    39,026                 $    87,783
     Real estate tax and insurance                                                        8,809                       3,586
     Prepaid expense                                                                      6,058                       5,158
                                                                                    -----------                 -----------
                   Total current assets                                             $    53,893                 $    96,527
                                                                                    -----------                 -----------



RESTRICTED DEPOSITS AND FUNDED RESERVES
     Tenants' security deposits                                                     $    42,149                 $    40,805
     Replacement reserve                                                                181,267                     166,527
                                                                                    -----------                 -----------
                                                                                    $   223,416                 $   207,332
                                                                                    -----------                 -----------



PROPERTY AND EQUIPMENT, AT COST
     Land                                                                           $   300,000                 $   300,000
     Buildings                                                                        3,608,910                   3,608,910
     Equipment                                                                          178,017                     178,017
                                                                                    -----------                 -----------
                                                                                    $ 4,086,927                 $ 4,086,927
     Less accumulated depreciation                                                    1,022,903                     875,784
                                                                                    -----------                 -----------
                                                                                    $ 3,064,024                 $ 3,211,143
                                                                                    -----------                 -----------



OTHER ASSETS
     Deferred charges, less accumulated
         amortization of $19,571 and $16,487                                        $    46,279                 $    49,363
                                                                                    -----------                 -----------




                                                                                    $ 3,387,612                 $ 3,564,365
                                                                                    ===========                 ===========
</TABLE>

                       See Notes to Financial Statements.
                                      - 2 -
<PAGE>



                            PIONEER STREET ASSOCIATES
                       (A California Limited Partnership)

                                 BALANCE SHEETS
                           December 31, 2001 and 2000
<TABLE>
<CAPTION>




                   LIABILITIES AND PARTNERS' EQUITY                               2001                        2000
                                                                                  ----                        ----



<S>                                                                                 <C>                         <C>
CURRENT LIABILITIES
     Current maturities of long-term debt                                           $    26,331                 $    23,655
     Accounts payable                                                                       - -                      13,192
     Bank overdraft                                                                         - -                         - -
     Accrued interest                                                                       - -                      12,680
     Accrued reporting fee                                                                4,000                       4,000
     Accrued property taxes                                                                 - -                         - -
                                                                                    -----------                  ----------
                   Total current liabilities                                        $    30,331                 $    53,527
                                                                                    -----------                 -----------




DEPOSIT AND PREPAYMENT LIABILITIES
     Tenants' security deposits                                                     $    35,250                 $    35,250
     Prepaid rents                                                                          - -                         - -
                                                                                    -----------                 -----------
                                                                                    $    35,250                 $    35,250
                                                                                    -----------                 -----------



LONG-TERM DEBT
     Mortgage payable, less current maturities                                      $ 1,809,872                 $ 1,838,754
                                                                                    -----------                 -----------


COMMITMENT



PARTNERS' EQUITY                                                                    $ 1,512,159                 $ 1,636,834
                                                                                    -----------                 -----------





                                                                                    $ 3,387,612                 $ 3,564,365
                                                                                    ===========                 ===========
</TABLE>











                       See Notes to Financial Statements.
                                      - 3 -
<PAGE>

                            PIONEER STREET ASSOCIATES
                       (A California Limited Partnership)

                              STATEMENTS OF INCOME
                     Years Ended December 31, 2001 and 2000
<TABLE>
<CAPTION>




                                                                                   2001                        2000
                                                                                   ----                        ----

<S>                                                                                   <C>                        <C>
RENTAL INCOME
     Apartments                                                                       $  548,532                 $  519,492
     Tenant assistance payments                                                              - -                        - -
     Furniture and equipment                                                                 - -                        - -
     Commercial                                                                              - -                        - -
     Parking spaces                                                                          - -                        - -
     Subsidy income                                                                          - -                        - -
     Miscellaneous                                                                           - -                        - -
                                                                                      -----------                -----------
         Sub-total potential rent revenue                                             $  548,532                 $  519,492
                                                                                      -----------                -----------


VACANCIES
     Apartments                                                                       $  (61,389)                $  (28,535)
     Commercial                                                                              - -                         - -
     Parking spaces                                                                          - -                         - -
     Miscellaneous                                                                           - -                         - -
                                                                                      -----------                -----------
         Sub-total vacancies                                                          $  (61,389)                $  (28,535)
                                                                                      -----------                -----------


             Net rental revenue                                                       $  487,143                 $  490,957
                                                                                      -----------                -----------


FINANCIAL REVENUE
     Interest Income - project operations                                             $    2,540                   $  2,038
     Income from investments - replacement reserve                                         6,381                      7,227
     Income from investments - operating reserve                                             - -                        - -
     Income from investments - miscellaneous                                                 - -                        - -
                                                                                      -----------                -----------
         Sub-total financial revenue                                                  $    8,921                   $  9,265
                                                                                      -----------                -----------


OTHER REVENUE
     Laundry and vending                                                              $    9,960                   $ 12,438
     NSF and late charges                                                                    - -                        - -
     Damage and cleaning fees                                                                  5                        - -
     Forfeited tenant security deposits                                                    6,991                      5,981
     Other revenue                                                                        11,083                     10,464
                                                                                      -----------                -----------
         Sub-total other revenue                                                      $   28,039                  $  28,883
                                                                                      -----------                -----------


                    Total revenues                                                    $  524,103                 $  529,105
                                                                                      -----------                -----------
</TABLE>








                       See Notes to Financial Statements.
                                      - 4 -
<PAGE>

                            PIONEER STREET ASSOCIATES
                       (A California Limited Partnership)

                        STATEMENTS OF INCOME (CONTINUED)
                     Years Ended December 31, 2001 and 2000

<TABLE>
<CAPTION>



                                                                                   2001                        2000
                                                                                   ----                        ----


<S>                                                                                    <C>                          <C>
OPERATING EXPENSES

     Renting expenses
         Advertising                                                                   $      - -                   $      27
         Miscellaneous renting expenses                                                       978                      20,282
                                                                                       -----------                  ----------
             Sub-total renting expenses                                                $      978                   $  20,309
                                                                                       -----------                  ----------


     Administrative expenses
         Office salaries                                                               $      - -                   $     - -
         Office supplies                                                                    2,793                       1,132
         Office rent                                                                          - -                         - -
         Management fee                                                                    41,728                      40,920
         Manager's salary                                                                  25,017                      22,138
         Legal expense                                                                        - -                         429
         Audit expense                                                                      2,822                       3,565
         Bookkeeping / accounting services                                                  3,963                         - -
         Telephone and answering service                                                      954                         722
         Bad debts                                                                            - -                         - -
         Miscellaneous administrative expenses                                                 10                          28
                                                                                       -----------                  ----------
             Sub-total administrative expenses                                         $   77,287                   $  68,934
                                                                                       -----------                  ----------


     Utilities expense
         Fuel oil / coal                                                               $      - -                   $     - -
         Electricity                                                                       11,308                       9,295
         Water                                                                             10,772                      11,886
         Gas                                                                                  - -                         - -
         Sewer                                                                              1,596                       2,554
                                                                                       -----------                  ----------
             Sub-total utilities expense                                               $   23,676                   $  23,735
                                                                                       -----------                  ----------
</TABLE>



















                       See Notes to Financial Statements.
                                      - 5 -

<PAGE>

                            PIONEER STREET ASSOCIATES
                       (A California Limited Partnership)

                        STATEMENTS OF INCOME (CONTINUED)
                     Years Ended December 31, 2001 and 2000
<TABLE>
<CAPTION>


                                                                                   2001                        2000
                                                                                   ----                        ----


<S>                                                                                   <C>                          <C>
     Operating and maintenance expense
         Janitor and cleaning payroll                                                 $       - -                  $      - -
         Janitor and cleaning supplies                                                        - -                         - -
         Janitor and cleaning contract                                                        - -                         - -
         Exterminating payroll / contract                                                     - -                         - -
         Exterminating supplies                                                               - -                         - -
         Garbage and trash removal                                                         15,778                      16,459
         Security payroll / contract                                                          - -                         - -
         Grounds payroll                                                                      - -                         - -
         Grounds supplies                                                                     - -                         - -
         Grounds contract                                                                  21,232                      22,588
         Repairs payroll                                                                   26,973                      28,924
         Repairs material                                                                  17,250                      18,131
         Repairs contract                                                                  31,209                      33,060
         Elevator maintenance / contract                                                      - -                         - -
         Heating / cooling repairs and maintenance                                            - -                         - -
         Swim pool maintenance / contract                                                     - -                         - -
         Snow removal                                                                         - -                         - -
         Decorating payroll / contract                                                        - -                         - -
         Decorating supplies                                                                2,019                       2,052
         Vehicle and maintenance equipment o & r                                              - -                         - -
         Miscellaneous operating and maint. expenses                                       23,662                       8,516
                                                                                      -----------                  ----------
             Sub-total operating & maint. expense                                     $   138,123                  $  129,730
                                                                                      -----------                  ----------


     Taxes and insurance
         Real estate taxes                                                            $    44,654                  $   37,321
         Payroll taxes                                                                      5,033                       4,772
         Miscellaneous taxes, licenses, and permits                                           260                         205
         Property and liability insurance                                                   6,369                       6,018
         Fidelity bond insurance                                                              - -                         - -
         Workman's compensation                                                             5,611                       5,237
         Health insurance and other employee benefits                                       2,679                       4,541
         Other insurance                                                                      - -                         - -
                                                                                      -----------                  ----------
             Sub-total taxes & insurance                                              $    64,606                  $   58,094
                                                                                      -----------                  ----------


                    Total operating expenses                                          $   304,670                  $  300,802
                                                                                      -----------                  ----------
</TABLE>










                       See Notes to Financial Statements.
                                      - 6 -
<PAGE>

                           PIONEER STREET ASSOCIATES
                       (A California Limited Partnership)

                        STATEMENTS OF INCOME (CONTINUED)
                     Years Ended December 31, 2001 and 2000
<TABLE>
<CAPTION>



                                                                                   2001                        2000
                                                                                   ----                        ----

<S>                                                                                    <C>                          <C>
OTHER EXPENSES
     Interest expense - mortgage                                                       $  151,105                   $ 153,003
     Interest expense - notes                                                                 - -                         - -
     Miscellaneous financial expense                                                          - -                         - -
     Depreciation and amortization                                                        150,203                     150,206
     Limited partnership tax                                                                  800                         800
     Non project expenses                                                                   4,000                       4,000
                                                                                       -----------                  ----------
         Sub-total other expenses                                                      $  306,108                   $ 308,009
                                                                                       -----------                  ----------


                    Total expenses                                                     $  610,778                   $ 608,811
                                                                                       -----------                  ----------


                    Net income (loss)                                                  $  (86,675)                  $ (79,706)
                                                                                       ===========                  ==========
</TABLE>













                       See Notes to Financial Statements.
                                      - 7 -
<PAGE>

                            PIONEER STREET ASSOCIATES
                       (A California Limited Partnership)

                         STATEMENTS OF PARTNERS' EQUITY
                     Years Ended December 31, 2001 and 2000
<TABLE>
<CAPTION>



                                                                                 General                     Limited
                                                      Total                      Partners                    Partner
                                                      -----                      --------                    -------

<S>                                                      <C>                         <C>                         <C>
Partners' equity
     December 31, 1998                                   $ 1,765,540                 $  (165,656)                $ 1,931,196

Partners' capital
     contributions                                               - -                         - -                         - -

Partners' capital
     distributions                                           (49,000)                    (49,000)                        - -

Net income (loss)                                            (79,706)                       (797)                    (78,909)
                                                         ------------                ------------                ------------

Partners' equity
     December 31, 2000                                   $ 1,636,834                 $  (215,453)                $ 1,852,287

Partners' capital
     contributions                                               - -                         - -                         - -

Partners' capital
     distributions                                           (38,000)                    (38,000)                        - -

Net income (loss)                                            (86,675)                       (867)                    (85,808)
                                                         ------------                 -----------                ------------

Partners' equity
     December 31, 2001                                   $ 1,512,159                 $  (254,320)                $ 1,766,479
                                                         ============                ============                ============



Percentage at
     December 31, 2001                                           100%                          1%                         99%
                                                                =====                         ===                        ===
</TABLE>
















                       See Notes to Financial Statements.
                                      - 8 -
<PAGE>




                            PIONEER STREET ASSOCIATES
                       (A California Limited Partnership)

                            STATEMENTS OF CASH FLOWS
                     Years Ended December 31, 2001 and 2000
<TABLE>
<CAPTION>




                                                                                 2001                        2000
                                                                                 ----                        ----

<S>                                                                                 <C>                         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income (loss)                                                              $  (86,675)                 $  (79,706)
     Adjustments to reconcile net income
      (loss) to net cash provided by
       (used in) operating activities:
         Depreciation and amortization                                                 150,203                     150,206
         Change in assets and liabilities:
          Decrease (increase) in:
             Rents receivable                                                              - -                         - -
             Prepaid expenses                                                             (900)                       (171)
             Tenants' security deposits                                                 (1,344)                     (1,406)
             Tax and insurance impounds                                                 (5,223)                      9,858
          Increase (decrease) in:
             Accounts payable                                                          (13,192)                      9,612
             Bank overdraft                                                                - -                         - -
             Accrued reporting fee                                                         - -                       2,000
             Accrued interest                                                          (12,680)                     12,680
             Prepaid rents                                                                 - -                         - -
             Tenants' security deposits                                                    - -                         - -
                                                                                    -----------                 -----------
                 Net cash provided by (used in)
                      operating activities                                          $   30,189                  $  103,073
                                                                                    -----------                 -----------


CASH FLOWS FROM INVESTING ACTIVITIES
     Funding of replacement reserve                                                 $  (14,740)                 $  (31,347)
     Withdrawals from replacement reserve                                                  - -                         - -
     Acquisition of property and equipment                                                 - -                         - -
                                                                                    -----------                 -----------
                 Net cash provided by (used in)
                     investing activities                                           $  (14,740)                 $  (31,347)
                                                                                    -----------                 -----------


CASH FLOWS FROM FINANCING ACTIVITIES
     Partner contributions                                                          $      - -                  $      - -
     Partner distributions                                                             (38,000)                    (49,000)
     Principal payments on long-term debt                                              (26,206)                    (20,439)
                                                                                    -----------                 -----------
                 Net cash provided by (used in)
                     financing activities                                           $  (64,206)                 $  (69,439)
                                                                                    -----------                 -----------
</TABLE>













                       See Notes to Financial Statements.
                                      - 9 -
<PAGE>

                            PIONEER STREET ASSOCIATES
                       (A California Limited Partnership)

                      STATEMENTS OF CASH FLOWS (CONTINUED)
                     Years Ended December 31, 2001 and 2000
<TABLE>
<CAPTION>




                                                                                 2001                        2000
                                                                                 ----                        ----


<S>                                                                                 <C>                         <C>
                 Increase (decrease) in cash and
                     cash equivalents                                               $  (48,757)                 $   2,287

Cash and cash equivalents
     Beginning                                                                          87,783                     85,496
                                                                                    -----------                 ----------

     Ending                                                                         $   39,026                  $  87,783
                                                                                    ===========                 ==========



SUPPLEMENTAL DISCLOSURE OF CASH FLOW
     INFORMATION
         Cash paid during the year for interest, net
             of capitalized interest                                                $  151,105                  $ 153,003
                                                                                    ===========                 ==========

</TABLE>




























                       See Notes to Financial Statements.
                                     - 10 -
<PAGE>




                            PIONEER STREET ASSOCIATES
                       (A California Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS




NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     A summary of the Partnership's significant accounting policies consistently
     applied  in  the  preparation  of  the  accompanying  financial  statements
     follows.

     Capitalization and Depreciation
     -------------------------------

     Land,  buildings and  improvements  are recorded at cost.  Depreciation  of
     buildings  and  equipment  is  computed   principally  using  the  Modified
     Accelerated  Cost  Recovery  System which  approximates  straight-line  for
     buildings and  double-declining  balance for  equipment  over the following
     estimated useful lives:


                                                             Years
                                                             -----
                       Buildings                              27.5
                       Equipment                               7

     Improvements  are  capitalized,  while  expenditures  for  maintenance  and
     repairs are charged to expense as incurred.  Upon  disposal of  depreciable
     property,  the  appropriate  property  accounts  are reduced by the related
     costs and  accumulated  depreciation.  The  resulting  gains and losses are
     reflected in the statement of operations.

     Cash and Cash Equivalents
     -------------------------

     For purposes of reporting  the  statements of cash flows,  the  Partnership
     includes all cash accounts which are not subject to withdrawal restrictions
     or  penalties,  and all highly  liquid debt  instruments  purchased  with a
     maturity  of  three  months  or less as cash and  cash  equivalents  on the
     accompanying balance sheet.

     Amortization
     ------------

     Deferred  charges are amortized over the following  estimated  useful lives
     using the straight-line method:


                                                             Years
                                                             -----
                       Deferred debt expense                   30
                       Tax credit monitoring fee               15

     Income Taxes
     ------------

     No  provision  or  benefit  for  income  taxes has been  included  in these
     financial statements since taxable income or loss passes through to, and is
     reportable by, the partners individually.

     Reclassifications
     -----------------

     Certain  accounts  in  the  prior-year   financial   statements  have  been
     reclassified  for comparative  purposes to conform with the presentation in
     the current-year financial statements.







                                     - 11 -
<PAGE>

                          NOTES TO FINANCIAL STATEMENTS




NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

   Estimates
   ---------

   The  preparation  of financial  statements  in  conformity  with  generally
   accepted  accounting  principles  requires management to make estimates and
   assumptions that affect certain reported amounts and disclosures.

   Personal Assets and Liabilities
   -------------------------------

   In accordance with the generally accepted method of presenting  partnership
   financial statements,  the financial statements do not include the personal
   assets and  liabilities  of the partners,  including  their  obligation for
   income  taxes  on  their  distributive  shares  of the  net  income  of the
   Partnership, nor any provision for income tax expense.


NOTE 2 - ORGANIZATION

   Pioneer Street  Associates is a California  Limited  Partnership  which was
   formed in February 1994, to develop, construct, own, maintain and operate a
   112-unit multi-family  apartment complex known as Foothill Vista Apartments
   and is located in the city of Bakersfield, California. The major activities
   of the  Partnership  are  governed by the  Partnership  Agreement  and Loan
   Agreement with the California Community Reinvestment  Corporation (CCRC), a
   California nonprofit public benefit corporation.  Under the Loan Agreement,
   the  Partnership  is required  to provide  low cost  housing to moderate or
   low-income households.

   The  Partnership  has three  general  partners  and one  investing  limited
   partner.  Partnership  transactions with the general partners are described
   in other notes to this financial statement.


NOTE 3 - DEFERRED CHARGES

   Deferred charges as of December 31, 2001 and 2000, consists of the following:

                                                        2001             2000
                                               ---------------   ---------------
      Deferred debt expense                    $        39,200   $        39,200
      Tax credit monitoring fee                         26,650            26,650
                                               ---------------   ---------------

                                               $        65,850   $        65,850
              Less accumulated amortization             19,571            16,487
                                               ---------------   ---------------

                                               $        46,279   $        49,363
                                               ===============   ===============

















                                     - 12 -
<PAGE>

                          NOTES TO FINANCIAL STATEMENTS




Note 4 - RESTRICTED DEPOSITS  AND FUNDED RESERVES

     In  accordance  with  the  Partnership  and the  CCRC  Replacement  Reserve
     Agreements,  the Partnership is required to maintain a replacement  reserve
     account.  The  account  is to be funded  annually  in the amount of $28,000
     until the aggregate balance of the account reaches $182,000.


Note 5 - LONG-TERM DEBT

     Long-Term  debt  consisted of a permanent  loan with CCRC in face amount of
     $1,960,000.

     Under the terms of the 30-year Promissory Note with CCRC, the loan provides
     for an initial  interest  rate of 8.17% and monthly  payments of $14,614.74
     commencing on November 1, 1995, and continuing  through September 2025. The
     interest rate and monthly  payment will be adjusted at year eleven (11) and
     year  Twenty-one  (21),  at which time the  interest  rate will be adjusted
     based on the Current  Index plus 2.75% and the payment will be adjusted and
     determined by the amount of the monthly payment that would be sufficient to
     repay  the note  within  360  months of the  initial  payment  date.  As of
     December 31, 2001 the current  interest,  rate and minimum  monthly payment
     due is 8.17% and $14,617.74, respectively.

     The  apartment  complex is pledged as  collateral  for the  mortgage and is
     secured by deeds of trust,  assignment of rents,  security  agreements  and
     fixture filings against the property.

     Aggregate  maturities  of  Long-term  debt for the next  five  years are as
     follows:

                  December 31,      2002                           $      26,331
                                    2003                                  28,564
                                    2004                                  30,987
                                    2005                                  33,616
                                    2006                                  36,468
                                 Thereafter                            1,680,237
                                                                   -------------
                                    TOTAL                          $   1,836,203
                                                                   =============

NOTE 6 - TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

     Annual Reporting Fee
     --------------------

     An annual  reporting fee of $2,000 is payable to the limited  partner,  WNC
     California  Housing Tax Credit Fund IV, L.P. Series 2, an investor  limited
     partner which holds a 99% interest in the  partnership,  for services to be
     rendered for accounting  matters relating to preparation of tax returns and
     other reports required.

     Annual Partnership Administrative Fee
     -------------------------------------

     An  annual  partnership  administrative  fee of $2,000  is  payable  to the
     general partners,  for their services to be rendered in connection with the
     administration of the day to day business of the Partnership.






                                     - 13 -
<PAGE>

                          NOTES TO FINANCIAL STATEMENTS




NOTE 6 - TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES (CONTINUED)


     Management Fee
     --------------

     In accordance with the management  agreement,  the  Partnership  paid Tetra
     Property Management Company,  affiliates of one of the general partners,  a
     management fee during 2001 in the amount of $41,728,  for services rendered
     in connection  with the leasing and  operation of the project.  The fee for
     its services is approximately 8% of the project's rental income.


NOTE 7 - CONCENTRATION OF CREDIT RISK

     The  Partnership  maintains  cash and  cash  equivalents  at two  financial
     institutions located in California. The accounts are insured by the Federal
     Deposit Insurance Corporation up to $100,000 per financial institution.  At
     December  31, 2001,  the  Partnership's  uninsured  cash  balances  totaled
     $101,397.


NOTE 8 - COMMITMENT

     The  Partnership  entered into a Regulatory  Agreement  with the Tax Credit
     Allocation Committee (TCAC),  established under Section 50185 of the Health
     and  Safety  Code of the State of  California.  Under this  Agreement,  the
     Partnership  shall maintain the project as a Qualified  Low-income  Housing
     Project for a period of 55 consecutive  taxable years  beginning with 1995,
     the  first  taxable  year  of the  Credit  Period.  In  exchange  for  this
     agreement,  TCAC has  authorized an allocation  relating to the  low-income
     housing credit under the  provisions of Section 42 of the Internal  Revenue
     Code.


NOTE 9 - CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS

     The   Partnership's   sole  asset  is  Foothill   Vista   Apartments.   The
     Partnership's  operations are  concentrated in the multifamily  real estate
     market.
























                                     - 14 -