PURCHASE AGREEMENT


          This Purchase Agreement (this "Agreement") is made and entered into as
of January 13, 2000, by and between Echelon International Corporation, a Florida
corporation,  and Echelon Affordable Housing,  Inc., a Florida  corporation,  as
sellers  (collectively,  "Sellers"),  and Heller  Affordable  Housing,  Inc.,  a
Delaware corporation, as purchaser ("Purchaser").


                                   WITNESSETH


          WHEREAS,  Sellers  are the legal  and  beneficial  owners  of  limited
partner  interests  (the  "Partnership  Interests") in five  multi-investor  tax
credit  funds (the  "Funds"),  which  Partnership  Interests  and Funds are more
particularly identified in Exhibit A hereto; and

          WHEREAS,  Purchaser  desires to  purchase  from  Sellers,  and Sellers
desire to sell to  Purchaser,  all the  Partnership  Interests  on the terms and
conditions set forth herein;

          NOW, THEREFORE,  for and in consideration of the premises,  the mutual
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

          1. Purchase of Partnership Interests

               1.1 Basic Transaction. On and subject to the terms and conditions
          of this Agreement,  Purchaser shall purchase from Sellers, and Sellers
          shall sell to Purchaser, the Partnership Interests.

               1.2 Purchase Price.  The aggregate  purchase price (the "Purchase
          Price")  for  the  Partnership   Interests  shall  equal  the  sum  of
          $21,065,000  plus the  Recapture  Premium (as defined in Section 5.7),
          and shall be payable as follows:

                    (a) $21,065,000 shall be paid by Purchaser to Sellers at the
               closing of the  transactions  contemplated by this Agreement (the
               "Closing") by wire transfer of  immediately  available U.S. funds
               to an account designated by Sellers; and

                    (b) the Recapture  Premium shall be paid in accordance  with
               Section 5 hereof.

               1.3 The  Closing.  The  Closing  shall be held at the  offices of
          White & Case LLP,  1155  Avenue of the  Americas,  New York,  New York
          10036,  commencing  at 10:00 a.m. (New York time) on January 14, 2000,
          or at such other  place and  earlier  time and date as shall be agreed
          upon  by the  parties  hereto  (the  actual  date  of the  Closing  is
          hereinafter referred to as the "Closing Date").

               1.4 Deliveries at Closing.  At the Closing,  Sellers will deliver
          to  Purchaser  the various  certificates,  instruments  and  documents
          referred to in Section  6.1  hereof,  and  Purchaser  will  deliver to
          Sellers the cash  portion of the Purchase  Price  described in Section
          1.2(a)  and  the  various  certificates,   instruments  and  documents
          referred to in Section 6.2 hereof.

          2. Representations and Warranties of Sellers

          Sellers  represent  and  warrant  to  Purchaser  that  the  statements
contained  in this  Section 2 are  correct  and  complete as of the date of this
Agreement  and  will  be  correct  and  complete  as of the  Closing  Date.  The
representations and warranties set forth in this Section 2 shall not survive the
Closing Date  (except for those set forth in Sections 2.5 and 2.12,  which shall
survive  the Closing  Date;  provided,  however,  that the  representations  and
warranties  set forth in  Section  2.5 shall  terminate  upon the  merger of EIN
Acquisition  Corp.  with  and  into  Echelon   International   Corporation  (the
"Merger")).

               2.1  Organization.  Each Seller is a corporation  duly organized,
          validly  existing and in good standing  under the laws of the State of
          Florida.

               2.2  Authorization.  Each Seller has full power and  authority to
          execute  and  deliver  this  Agreement,  to  perform  its  obligations
          hereunder and to consummate the transactions contemplated hereby. This
          Agreement  has been duly  executed  and  delivered by each Seller and,
          assuming  that  this   Agreement   constitutes  a  valid  and  binding
          obligation  of  Purchaser,  is a valid and binding  obligation of each
          Seller  enforceable  against each Seller in accordance with its terms,
          except  to the  extent  that  its  enforceability  may be  subject  to
          applicable   bankruptcy,   insolvency,   reorganization,    fraudulent
          transfer,  moratorium  and similar laws  affecting the  enforcement of
          creditors' rights generally and by general equitable principles.

               2.3 Noncontravention.  Neither the execution and delivery of this
          Agreement,  nor  the  consummation  of the  transactions  contemplated
          hereby, will (a) violate any constitution,  statute, regulation, rule,
          injunction,   judgment,   order,  decree,   ruling,  charge  or  other
          restriction of any government,  governmental  agency or court to which
          either Seller is subject or any provision of its charter or bylaws, or
          (b) conflict with,  result in a breach of, constitute a default under,
          result  in the  acceleration  of,  create  in any  party  the right to
          accelerate,  terminate,  modify or cancel,  or  require  any notice or
          consent under any agreement,  contract, lease, license,  instrument or
          other  arrangement to which either Seller is a party or by which it is
          bound or to which  any of its  assets  are  subject,  except  for such
          notices and consents  which must be given or obtained  pursuant to the
          partnership agreements for the various Funds (the "Fund Agreements").

               2.4  Description of Partnership  Interests.  With respect to each
          Partnership  Interest,  the  following  information  is set  forth  on
          Exhibit A hereto:

                    (a) the name, state of organization, taxpayer identification
               number and tax shelter  registration number of the relevant Fund;
               and

                    (b) the number of units comprising such Partnership Interest
               and  whether  such  Partnership  Interest  is  represented  by  a
               separate certificate.

                    2.5 Ownership of Partnership Interests. Sellers are the sole
               legal and beneficial owners of the Partnership Interests. Sellers
               have  not  granted  any  security  interests,  liens,  claims  or
               encumbrances with respect to the Partnership Interests which will
               remain  outstanding  as of the  Closing  Date.  At  the  Closing,
               Sellers will transfer the Partnership Interests to Purchaser free
               and  clear  of any  liens,  claims  or  encumbrances  of any kind
               whatsoever of which Sellers have knowledge.

                    2.6 Consents.  Except for the consent of the general partner
               of each Fund (a "General Partner") and except as set forth in the
               Fund  Agreements,  no consent,  authorization  or approval of any
               person, or of any court or governmental authority, is required in
               connection with the  consummation by Sellers of the  transactions
               contemplated by this Agreement.

                    2.7 Capital  Contributions.  Sellers have made all scheduled
               capital  contributions  required  to be made by them to any  Fund
               under the existing  Fund  Agreements as a result of the ownership
               of the Partnership Interests.

                    2.8 Fund Agreements. Sellers have provided to Purchaser true
               and correct  copies of each Fund  Agreement  (and all  amendments
               thereto) and all other agreements, instruments or writings of any
               kind in the  possession  of Sellers which set forth or govern the
               rights and  obligations  of either  Seller in its capacity as the
               owner of the Partnership Interests,  in each case to which either
               Seller is a party or of which either Seller has knowledge.

                    2.9 Defaults. Sellers are not in default with respect to any
               of their  material  obligations  under any Fund Agreement and, to
               Sellers' knowledge, no General Partner is in default with respect
               to any of its  material  obligations  under the  applicable  Fund
               Agreement.

                    2.10 Audits. To Sellers'  knowledge,  except as set forth in
               Schedule 2.10, no income tax audit has ever been commenced by the
               Internal  Revenue  Service  with  respect  to  any  Fund  or  any
               lower-tier  limited  partnership or limited  liability company (a
               "Project Partnership") in which any Fund has invested.

                    2.11 Litigation. To Sellers' knowledge,  except as set forth
               in  Schedule   2.11,  no   litigation,   arbitration  or  similar
               proceeding has been commenced, or is threatened, against any Fund
               or Project Partnership which, if determined adversely to any such
               party, would materially and adversely affect such Fund or Project
               Partnership.

                    2.12 Brokers. Sellers have no liability or obligation to pay
               any fees or  commissions  to any  broker,  finder  or agent  with
               respect to the transactions contemplated by this Agreement and no
               such person or entity claims any of the foregoing with respect to
               the transactions contemplated by this Agreement.

          3. Representations and Warranties of Purchaser

          Purchaser  represents  and  warrants  to Sellers  that the  statements
contained  in this  Section 3 are  correct  and  complete as of the date of this
Agreement  and  will  be  correct  and  complete  as of the  Closing  Date.  The
representations and warranties set forth in this Section 3 shall not survive the
Closing Date (except for (x) those set forth in Sections 3.4, 3.5 and 3.6, which
shall survive for a period of one year after the Closing Date, and (y) those set
forth in Section 3.7, which shall survive the Closing Date).

          3.1 Organization.  Purchaser is a corporation duly organized,  validly
     existing and in good standing under the laws of the State of Delaware.

          3.2  Authorization.  Purchaser has full power and authority to execute
     and deliver this  Agreement,  to perform its  obligations  hereunder and to
     consummate the transactions  contemplated  hereby.  This Agreement has been
     duly executed and delivered by Purchaser and,  assuming that this Agreement
     constitutes  a valid and  binding  obligation  of  Sellers,  is a valid and
     binding obligation of Purchaser enforceable against Purchaser in accordance
     with its terms, except to the extent that its enforceability may be subject
     to applicable bankruptcy, insolvency, reorganization,  fraudulent transfer,
     moratorium and similar laws affecting the enforcement of creditors'  rights
     generally and by general equitable principles.

          3.3  Noncontravention.  Neither  the  execution  and  delivery of this
     Agreement,  nor the consummation of the transactions  contemplated  hereby,
     will (a) violate any constitution,  statute,  regulation, rule, injunction,
     judgment,  order,  decree,  ruling,  charge  or  other  restriction  of any
     government,  governmental  agency or court to which Purchaser is subject or
     any provision of its charter or bylaws,  or (b) conflict with,  result in a
     breach of,  constitute  a default  under,  result in the  acceleration  of,
     create in any party the right to accelerate,  terminate,  modify or cancel,
     or require  any notice or consent  under any  agreement,  contract,  lease,
     license,  instrument or other  arrangement to which Purchaser is a party or
     by which it is bound or to which any of its assets are subject.

          3.4 Due  Diligence.  Purchaser has  conducted  all due diligence  that
     Purchaser  deems  necessary  or desirable  with respect to the  Partnership
     Interests, this Agreement and the transactions contemplated hereby in order
     for it to  enter  into  this  Agreement  and  consummate  the  transactions
     contemplated  hereby.  Except for the  limited  representations  of Sellers
     specifically set forth in Section 2 hereof, Purchaser will rely solely upon
     such due diligence in purchasing the Partnership Interests. Notwithstanding
     anything in this  Agreement,  it is  expressly  understood  and agreed that
     Purchaser is acquiring the  Partnership  Interests "AS IS", "WHERE IS", and
     that Sellers have not made and do not and will not make any representations
     or warranties,  express or implied, which might be pertinent in considering
     whether to purchase  the  Partnership  Interests  or to make and enter into
     this  Agreement,  except,  in  each  case,  to the  extent  of the  limited
     representations  set forth in Section 2 hereof.  Sellers  are not liable or
     bound  in  any  manner  by  any  warranties,  either  express  or  implied,
     guarantees,  or any promises,  statements,  representations  or information
     pertaining  to the  Partnership  Interests or to the value  thereof made or
     furnished  by any broker or any agent,  employee,  servant or other  person
     representing or purporting to represent Sellers.

          3.5 Purchase for  Investment.  Purchaser will acquire the  Partnership
     Interests for its own account for investment and not with a view toward any
     resale or distribution thereof,  without prejudice,  however, to the rights
     of Purchaser  at all times to sell or otherwise  dispose of all or any part
     of the  Partnership  Interests under the Securities Act of 1933, as amended
     (the  "Securities  Act"),  or under an  exemption  from  such  registration
     available under the Securities Act.  Purchaser is an "accredited  investor"
     as defined under  Regulation D of the  Securities  Act and has  substantial
     experience in purchasing  investments similar to the Partnership Interests.
     Purchaser  has evaluated  the merits and risks  inherent in purchasing  the
     Partnership  Interests  and is a able to bear the  financial  risks of such
     investment.

          3.6 Tax Status.  Purchaser  is neither a "foreign  person"  within the
     meaning of Sections 897 and 1445 of the Internal  Revenue Code of 1986,  as
     amended  (the  "Code"),  nor a  "tax-exempt  entity"  within the meaning of
     Section 168(h)(2) of the Code.

          3.7 Brokers.  Purchaser has no liability or obligation to pay any fees
     or  commissions  to  any  broker,  finder  or  agent  with  respect  to the
     transactions  contemplated  by the  Agreement  and no such person or entity
     claims any of the foregoing with respect to the  transactions  contemplated
     by this Agreement.

<PAGE>

          4. Covenants

          4.1 Consents.  Purchaser will use reasonable efforts to obtain,  prior
     to January 14, 2000,  all consents  required for the admission of Purchaser
     as a substitute  limited  partner in each Fund (the  "Consents");  provided
     that  Sellers  shall have  cooperated  with  Purchaser  in  obtaining  such
     Consents  and in complying  with the  applicable  requirements  of the Fund
     Agreements prior to such time. Purchaser shall pay all costs incurred by it
     in  connection  with  obtaining the Consents and effecting the admission of
     Purchaser  as a  substitute  limited  partner in each Fund,  including  any
     amounts payable to any General Partner pursuant to a Fund Agreement.

          4.2 Delivery of Documents.  Prior to Closing, Sellers shall deliver to
     Purchaser all documents,  or copies thereof, in its possession which relate
     to  any  of  the  Funds  and  which  do  not  contain  any  proprietary  or
     confidential  information.  Sellers may retain copies of any or all of such
     documents.

          4.3 Transfer  Taxes.  Purchaser shall pay when due all transfer taxes,
     if any, imposed by any governmental  authority with respect to the transfer
     of the  Partnership  Interests to Purchaser,  and shall  indemnify and hold
     Sellers  harmless from and against any loss,  liability or claim against or
     incurred by Sellers as a result of Purchaser's failure to pay such transfer
     taxes.

          4.4  Allocation  of  Purchase  Price.  The  Purchase  Price  shall  be
     allocated among the  Partnership  Interests in accordance with the schedule
     attached  hereto as Exhibit B. Each Seller and Purchaser shall utilize such
     allocation in the  preparation of all tax returns and financial  statements
     reflecting  its sale or  purchase,  as the case may be, of the  Partnership
     Interests  and  shall  not  take  any  positions  which  are   inconsistent
     therewith.

          5. Recapture Bonds

          5.1  Procedures.  Promptly after Closing,  Purchaser and Sellers shall
     take the  following  actions  in order to obtain any  recapture  bonds (the
     "Bonds")  required to be  delivered to the  Internal  Revenue  Service (the
     "IRS") in order for Sellers to avoid any  recapture  of federal  income tax
     credits claimed by Sellers  pursuant to Section 42 of the Code with respect
     to their ownership of the Partnership Interests.

               (a) Sellers shall request from the IRS a 30-day  extension of the
          due date for providing the Bonds (such due date, as it may be extended
          from time to time, is hereinafter referred to as the "Bonding Date");

               (b) Purchaser  shall  use its best  efforts  to obtain a written
          commitment   from  a  surety  selected  by  Purchaser  and  reasonably
          acceptable  to Sellers (the  "Surety")  which  contains the  following
          provisions:

                    (i) if the  Merger  occurs  prior  to the  Bonding  Date and
               Purchaser  guarantees  the  obligations  of Sellers to the Surety
               with respect to the Bonds,  the Surety will issue the Bonds on or
               prior to the  Bonding  Date for a  premium  based on  Purchaser's
               credit rating;

                    (ii) if the Merger does not occur prior to the Bonding  Date
               and Purchaser  does not guarantee the  obligations  of Sellers to
               the Surety with  respect to the Bonds,  the Surety will issue the
               Bonds on or  prior to the  Bonding  Date for a  premium  based on
               Sellers' credit rating; and

                    (iii) if the Merger  occurs  after the Bonding  Date and the
               Surety  has  already  issued  the Bonds  for a  premium  based on
               Sellers'  credit rating and Purchaser then delivers to the Surety
               a  guarantee  of the  obligations  of Sellers to the Surety  with
               respect to the Bonds,  then the surety will pay to the Purchaser,
               in exchange for such guarantee,  an amount equal to the excess of
               (x) the premium  charged  for the Bonds based on Sellers'  credit
               rating over (y) the premium  that would have been charged for the
               Bonds based on Purchaser's credit rating.

               (c)  Purchaser and Sellers  shall  cooperate  with each other and
          prepare,  execute  and  deliver  such  documents  and  forms as may be
          necessary to obtain the Bonds prior to the Bonding Date.

          5.2 Merger Occurs Prior to Bonding Date. If the Merger occurs prior to
     the Bonding Date, whether or not the commitment described in Section 5.1(b)
     is obtained,  Purchaser  will (a) provide  such  guarantee or other form of
     credit  enhancement  as may be required in order to cause a surety to issue
     the Bonds on behalf of Sellers on or prior to the Bonding  Date and (b) pay
     directly  to such  surety  the  full  amount  of all  premiums  payable  as
     consideration for the issuance of the Bonds.

          5.3 Bonding  Date Occurs  Prior to Merger.  If the Bonding Date occurs
     prior to the Merger,  whether or not the  commitment  described  in Section
     5.1(b) is  obtained,  Sellers will (a) cause a surety to issue the Bonds on
     behalf of Sellers on or prior to the Bonding  Date and (b) pay  directly to
     such surety any premium then due as  consideration  for the issuance of the
     Bonds.  Within two business days after the later of (x) the consummation of
     the Merger and (y) the delivery by Sellers to Purchaser of a receipt and/or
     invoice  for any  premium  paid  and/or  payable as  consideration  for the
     issuance  of the Bonds,  Purchaser  will pay to Sellers an amount  equal to
     such premium. If, after the Merger, Purchaser guarantees the obligations of
     Sellers to a surety  with  respect to the Bonds,  then  Purchaser  shall be
     entitled  to retain  any  rebate or other  payment  made by such  surety in
     exchange for Purchaser's guarantee.

          5.4 Merger Does Not Occur. If any agreement with respect to the merger
     is not executed  prior to January 31, 2000,  or  following  execution  such
     agreement is  terminated  for any reason,  Purchaser  shall pay $435,000 to
     Sellers within two business days after the  applicable  date and, upon such
     payment, shall be relieved of any further obligations under this Section 5.

          5.5 Merger  Occurs but Bonds Not  Obtained.  If, for any reason  other
     than the willful  failure by Sellers to comply with the  provisions of this
     Section  5, the  Sellers  are  unable to obtain the Bonds and the Merger is
     consummated  despite the  absence of the Bonds,  Purchaser  shall pay,  and
     hereby  agrees to pay, to Sellers an amount equal to fifty percent (50%) of
     any "credit  recapture amount" (as defined in Section 42(j)(2) of the Code)
     of  Sellers  resulting  from  the  transfer  of the  Partnership  Interests
     pursuant hereto.

          5.6 Payments.  Any amounts payable to Sellers pursuant to Section 5.3,
     Section  5.4 or Section 5.5 shall be paid by wire  transfer of  immediately
     available  U.S.  funds to an  account  designated  by  Sellers.  Any amount
     payable by  Purchaser  pursuant to Section 5.3 shall be paid in such manner
     as shall be agreed upon by Purchaser and the surety.

          5.7  Recapture  Premium.  For  purposes  of this  Agreement,  the term
     "Recapture  Premium" shall mean the amount payable by Purchaser pursuant to
     Section  5.2,  Section  5.3 (less any rebate or other  payment  received by
     Purchaser from a surety), Section 5.4 or Section 5.5, as the case may be.

          5.8  Purchaser to Include  Affiliates.  For purposes of the  foregoing
     provisions  of this  Section  5, the term  "Purchaser"  also  includes  any
     affiliate of Purchaser  that performs any of the  obligations  of Purchaser
     under this Section 5.

          6. Closing Conditions

          6.1  Conditions  to  Obligations  of  Purchaser.   The  obligation  of
     Purchaser to consummate the transactions  contemplated by this Agreement is
     subject to the satisfaction or waiver of the following conditions:

               (a) the  representations  and  warranties  set forth in Section 2
          shall be true and correct in all  material  respects as of the Closing
          Date;

               (b) Sellers  shall have  performed  and  complied  with all their
          covenants hereunder in all material respects through the Closing Date;

               (c) there shall not be any injunction, judgment, order, decree or
          ruling in effect  preventing  consummation of any of the  transactions
          contemplated by this Agreement;

               (d)  Sellers   shall  have   delivered  to  Purchaser  a  Closing
          Certificate in the form attached hereto as Exhibit C;

               (e) to the extent that Sellers have previously  granted  security
          interests  to the Funds  with  respect to the  Partnership  Interests,
          Sellers shall have  delivered to Purchaser,  with respect to each such
          Partnership Interest, a copy of a termination statement evidencing the
          termination  of  the  applicable  Fund's  security  interest  in  such
          Partnership   Interest   or  such   other   documentation   reasonably
          satisfactory to Purchaser  which evidences that the security  interest
          has been terminated;

               (f) each of the required  Consents  shall have been  obtained and
          appropriate  documentation,  in each case in the form specified by the
          respective   Fund  Agreement  and  otherwise  in  form  and  substance
          reasonably satisfactory to Purchaser,  shall have been executed by all
          relevant  parties to effect the transfer of the Partnership  Interests
          to Purchaser  and the  admission of Purchaser as a substitute  limited
          partner in each Fund; and

               (g) Sellers shall have  delivered to Purchaser a  Certificate  of
          Non-Foreign Status in the form attached hereto as Exhibit D.

          6.2 Conditions to Obligations of Seller.  The obligation of Sellers to
     consummate the  transactions  contemplated  by this Agreement is subject to
     the satisfaction or waiver of the following conditions:

               (a) the  representations  and  warranties  set forth in Section 3
          shall be true and correct in all  material  respects as of the Closing
          Date;

               (b)  Purchaser  shall have  performed  and complied  with all its
          covenants hereunder in all material respects through the Closing Date;

               (c) there shall not be any injunction, judgment, order, decree or
          ruling in effect  preventing  consummation of any of the  transactions
          contemplated by this Agreement;

               (d)  Purchaser   shall  have   delivered  to  Sellers  a  Closing
          Certificate in the form attached hereto as Exhibit E; and

               (e) each of the required  Consents  shall have been  obtained and
          appropriate  documentation,  in each case in the form specified by the
          respective   Fund  Agreement  and  otherwise  in  form  and  substance
          reasonably  satisfactory  to Sellers,  shall have been executed by all
          relevant  parties to effect the transfer of the Partnership  Interests
          to Purchaser  and the  admission of Purchaser as a substitute  limited
          partner in each Fund, and Purchaser shall have cooperated with Sellers
          in complying  with the applicable  requirements  set forth in the Fund
          Agreements  relating to the transfer of the  Partnership  Interests to
          Purchaser  and the  admission of  Purchaser  as a  substitute  limited
          partner.

          7. Miscellaneous

          7.1 No Third Party Beneficiaries.  This Agreement shall not confer any
     rights  or  remedies  upon any  person  other  than the  parties  and their
     respective successors and permitted assigns.

          7.2 Succession and  Assignment.  This Agreement  shall be binding upon
     and inure to the benefit of the parties  named herein and their  respective
     successors and permitted assigns. No party may assign either this Agreement
     or any of its rights, interests, or obligations hereunder without the prior
     written approval of the other party.

          7.3  Counterparts.  This  Agreement  may be  executed  in one or  more
     counterparts,  each of which shall be deemed an  original  but all of which
     together will constitute one and the same instrument.

          7.4  Headings.  The section  headings  contained in the  Agreement are
     inserted for  convenience  only and shall not affect in any way the meaning
     or interpretation of this Agreement.

          7.5  Notices.  All  notices,  requests,  demands,  claims,  and  other
     communications  hereunder will be in writing. Any notice, request,  demand,
     claim,  or other  communication  hereunder  shall be deemed  duly given two
     business  days after it is sent by  registered  or certified  mail,  return
     receipt requested, postage prepaid, and addressed to the intended recipient
     as set forth below:


          If to Sellers prior to the Merger:

                         Echelon International Corporation
                         and Echelon Affordable Housing, Inc.
                         450 Carillon Parkway, Suite 200
                         St. Petersburg, Florida 33716
                         Attn: Susan Glatthorn Johnson, Esq.
                         Telecopy No: (727) 803-8203

          with a copy, which shall not constitute notice, prior to the
Merger, to:

                         White & Case LLP
                         1155 Avenue of the Americas
                         New York, New York, 10036-2787
                         Attn: William F. Wynne, Jr., Esq.
                         Telecopy No: (212) 354-8113

             If to Sellers after the Merger:

                         950 Third Avenue
                         New York, New York 10022
                         Attn: James Haber
                         Telecopy No: (212) 688-7908

             with a copy, which shall not constitute notice, after the Merger,
 to:

                         Brown Raysman Millstein Felder and Steiner LLP
                         120 West 45th Street
                         New York, New York 10036
                         Attn: Robert M. Unger, Esq.
                         Telecopy No: (212) 840-2429

             If to Purchaser:

                         Heller Affordable Housing, Inc
                         500 West Monroe
                         30th Floor
                         Chicago, Illinois 60661
                         Attn: Larry Mandel
                         Telecopy No: (312) 441-7560

             with a copy, which shall not constitute notice, to:

                         Paul, Hastings, Janofsky & Walker LLP
                         600 Peachtree St., NE, Suite 2400
                         Atlanta, Georgia 30308
                         Attn: Philip J. Marzetti, Esq.
                         Telecopy No. (404) 815-2424

     Any  party  may  send  any  notice,   request,   demand,  claim,  or  other
     communication  hereunder to the intended recipient at the address set forth
     above  using  any  other  means  (including  personal  delivery,  expedited
     courier,  messenger service,  telecopy, telex, ordinary mail, or electronic
     mail), but no such notice,  request,  demand,  claim or other communication
     shall be deemed to have been duly  given  unless and until it  actually  is
     received  by the  intended  recipient.  Any party may change the address to
     which  notices,   requests,   demands,  claims,  and  other  communications
     hereunder  are to be  delivered  by giving  the other  party  notice in the
     manner herein set forth.

          7.7 Governing Law. This  Agreement  shall be governed by and construed
     in  accordance  with the  domestic  laws of the  State of New York  without
     giving  effect to any choice or conflict of law  provision or rule (whether
     of the State of New York or any other  jurisdiction)  that would  cause the
     application  of the laws of any  jurisdiction  other  than the State of New
     York.

          7.8  Amendments  and Waivers.  No  amendment of any  provision of this
     Agreement  shall be valid unless the same shall be in writing and signed by
     Purchaser   and   Sellers.   No  waiver  by  any  party  of  any   default,
     misrepresentation,  or beach of  warranty or  covenant  hereunder,  whether
     intentional  or not,  shall be deemed to extend to any prior or  subsequent
     default, misrepresentation,  or breach of warranty or covenant hereunder or
     affect in any way any rights  arising by virtue of any prior or  subsequent
     such occurrence.

          7.9  Severability.  If any term,  provision,  covenant or  restriction
     contained in this Agreement is held by a court of competent jurisdiction or
     other  authority  to  be  invalid,  void,   unenforceable  or  against  its
     regulatory  policy, the remainder of the terms,  provisions,  covenants and
     restrictions  contained  in this  Agreement  shall remain in full force and
     effect and shall in no way be affected, impaired or invalidated.

          7.10 Expenses.  Except as otherwise specifically provided herein, each
     party hereto will bear its own costs and expenses (including legal fees and
     expenses)  incurred in connection with this Agreement and the  transactions
     contemplated hereby.

          7.11  Construction.  The  parties  have  participated  jointly  in the
     negotiation  and drafting of this  Agreement.  In the event an ambiguity or
     question  of intent  or  interpretation  arises,  this  Agreement  shall be
     construed as if drafted jointly by the parties and no presumption or burden
     of proof shall arise  favoring  or  disfavoring  any party by virtue of the
     authorship of any of the provisions of this Agreement. Any reference to any
     federal,  state,  local,  or foreign statute or law shall be deemed also to
     refer to all rules  and  regulations  promulgated  thereunder,  unless  the
     context  requires  otherwise.  The word  "including"  shall mean  including
     without limitation.

          7.12 Knowledge.  When any representation or warranty contained in this
     Agreement  is  expressly  qualified  by  the  knowledge  of  Sellers,  such
     knowledge  shall mean the actual  knowledge of Larry J.  Newsome,  James R.
     Hobbs, Jr. and Dan R. Johnson.

          7.13  Incorporation  of  Exhibits  and  Schedules.  The  Exhibits  and
     Schedules identified in this Agreement are incorporated herein by reference
     and made a part hereof.

          7.14 Entire Agreement. This Agreement constitutes the entire agreement
     among the parties and supersedes any prior understandings,  agreements,  or
     representations  by or among the  parties,  written or oral,  to the extent
     they have related in any way to the subject matter hereof.

          7.15 Termination.  This Agreement shall terminate automatically if the
     Closing does not occur on or before  January 14,  2000,  unless the Closing
     Date is extended by mutual agreement of all the parties hereto.


<PAGE>



          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.



PURCHASER:                       HELLER AFFORDABLE HOUSING, INC.


                                 By /s/Lawrence S. Mandel
                                   ---------------------------------------
                                     Name: Lawrence S. Mandel
                                     Title: Vice President



SELLERS:                         ECHELON INTERNATIONAL CORPORATION


                                 By: /s/ S.G. Johnson
                                   ---------------------------------------
                                    Name: S.G. Johnson
                                    Title: Senior Vice President


                                 ECHELON AFFORDABLE HOUSING, INC.


                                 By: /s/ S.G. Johnson
                                   ---------------------------------------
                                    Name: S.G. Johnson
                                    Title: Senior Vice President


<PAGE>

<TABLE>

<CAPTION>
                                    EXHIBIT A


                      DESCRIPTION OF PARTNERSHIP INTERESTS

<S>                     <C>                 <C>                <C>                    <C>               <C>

======================= ================== =================== ====================== ================= ================

                            State of            Taxpayer            Tax Shelter       Number of Units     Holding in
     Name of Fund         Organization       Identification     Registration Number         Held          Certificate
                                                 Number               of Fund                                Form?
======================= ================== =================== ====================== ================= ================

American Tax Credit         Delaware           31-1455367           96058000264              4                No
Corporate Fund III,
L.P.
----------------------- ------------------ ------------------- ---------------------- ----------------- ----------------

KeyCorp Investment            Ohio             34-1811098                                    6                No
Limited Partnership II
----------------------- ------------------ ------------------- ---------------------- ----------------- ----------------

Lehman Housing Tax          New York           13-3928458           95276000023           6.738544            Yes
Credit Fund L.P.
----------------------- ------------------ ------------------- ---------------------- ----------------- ----------------

Lehman Housing Tax          Delaware           13-3932050           97241000369            8.673              Yes
Credit Fund VI L.P.
----------------------- ------------------ ------------------- ---------------------- ----------------- ----------------

National Corporate         California          95-4593894           97139000133              5                No
Tax Credit Fund VII
----------------------- ------------------ ------------------- ---------------------- ----------------- ----------------

</TABLE>

<PAGE>



                                    EXHIBIT B


                          ALLOCATION OF PURCHASE PRICE


          The cash portion of the Purchase Price payable pursuant to Section
1.2(a) of the Agreement shall be allocated among the Partnership Interests as
follows:



         Partnership Interest                              Price

Lehman Housing Tax Credit Fund L.P.                     $ 4,452,826

Lehman Housing Tax Credit Fund VI L.P.                    5,720,099

KeyCorp Investment Limited Partnership II                 4,989,556

National Corporate Tax Credit Fund VII                    3,092,815

American Tax Credit Corporate Fund III, L.P.              2,809,704

         TOTAL                                          $21,065,000


          The Recapture Premium payable pursuant to Sections 1.2(b) and 5 of the
Agreement shall be allocated among the Partnership  Interests in the same ratios
as the  foregoing  cash  portion of the Purchase  Price is allocated  among such
Partnership Interests.


<PAGE>

                                    EXHIBIT C


                               CLOSING CERTIFICATE


          Pursuant to Section 6.1(d) of the Purchase  Agreement  between Echelon
International  Corporation and Echelon Affordable Housing,  Inc. ("Sellers") and
Heller  Affordable  Housing,  Inc.  ("Purchaser")  made and  entered  into as of
January 13, 2000 (the "Purchase  Agreement"),  the undersigned hereby certify on
behalf of Sellers as follows:

          (1) The representations and warranties of Sellers set forth in Section
     2 of the Purchase  Agreement are true and correct in all material  respects
     as of the date hereof;

          (2) Sellers have  performed and complied with all its covenants  under
     the Purchase  Agreement in all material  respects  through the date hereof;
     and

          (3) No injunction, judgment, order, decree or ruling is in effect with
     respect to Seller which would prevent the consummation of the transactions
     contemplated by the Purchase Agreement.

          This ____ day of January, 2000.



                                    ECHELON INTERNATIONAL CORPORATION


                                    By:
                                       Name:   ______________________________
                                       Title:  ______________________________


                                    ECHELON AFFORDABLE HOUSING, INC.


                                    By:
                                       Name:   ______________________________
                                       Title:  ______________________________



<PAGE>

                                    EXHIBIT D


                        CERTIFICATE OF NON-FOREIGN STATUS


          In order to comply with Sections 897 and 1445 of the Internal  Revenue
Code  (the  "Code"),  the  undersigned  hereby  certify  on  behalf  of  Echelon
International  Corporation and Echelon Affordable Housing,  Inc. (the "Sellers")
as follows:

          (1) Neither Seller is a "foreign person" within the meaning of Section
     7701 of the Code;

          (2)  The  employer  identification  number  of  Echelon  International
     Corporation  is  59-2554218,  and the  employer  identification  number  of
     Echelon Affordable Housing, Inc. is 59-3420655;

          (3) The address of each Seller is 450 Carillon Parkway, Suite 200, St.
     Petersburg, Florida 33716; and

          (4) Each Seller  understands that this  certification may be disclosed
     to the  Internal  Revenue  Service and that any false  statement  contained
     herein could be punished by fine, imprisonment or both.

          Under  penalties of perjury,  the  undersigned  declare that they have
examined this  certification  and, to the best of their knowledge and belief, it
is true,  correct and  complete,  and they  further  declare  that they have the
authority to sign this certification on behalf of the Sellers.

          This _____ day of January, 2000.


                                    ECHELON INTERNATIONAL CORPORATION


                                    By:
                                       Name:   ______________________________
                                       Title:  ______________________________

                                    ECHELON AFFORDABLE HOUSING, INC.


                                    By:
                                       Name:   ______________________________
                                       Title:  ______________________________


<PAGE>

                                    EXHIBIT E


                               CLOSING CERTIFICATE


          Pursuant to Section 6.2(d) of the Purchase  Agreement  between Echelon
International  Corporation and Echelon Affordable Housing,  Inc. ("Sellers") and
Heller  Affordable  Housing,  Inc.  ("Purchaser")  made and  entered  into as of
January 13, 2000 (the "Purchase Agreement"), the undersigned hereby certifies on
behalf of Purchaser as follows:

          (1) The  representations  and  warranties  of  Purchaser  set forth in
     Section 3 of the  Purchase  Agreement  are true and correct in all material
     respects as of the date hereof;

          (2) Purchaser has performed and complied with all its covenants  under
     the Purchase  Agreement in all material  respects  through the date hereof;
     and

          (3) No injunction, judgment, order, decree or ruling is in effect with
     respect  to  Purchaser   which  would  prevent  the   consummation  of  the
     transactions contemplated by the Purchase Agreement.

          This ____ day of January, 2000.



                                    HELLER AFFORDABLE HOUSING, INC.



                                    By:
                                       Name:  ______________________________
                                       Title: ______________________________