[Letterhead of Summit Tax Exempt L.P. II]

December 1, 1996

Players Club at Fort Myers, Ltd. 
c/o H/R Florida Associates, L. P. 
625 Madison Avenue 
New York, NY 10022

Gentlemen:

Players Club at Fort Myers, Ltd., a California limited partnership organized and
existing in the State of California (the "Developer), is the Developer and Owner
of a 288-unit multifamily residential rental housing development known as
Players Club Apartments, located in Lee County, Florida (the "Project"). The
cost of acquiring, constructing, improving and equipping the Project was
financed by the Florida Housing Finance Agency (the "Issuer"), by the issuance
of its Multi-Family Housing Revenue Bonds, 1987 Series C (Players Club at Fort
Myers Project), in the principal amount of $9,700,000 pursuant to a series of
Bond Resolutions adopted on September 13, 1985; September 17, 1985; October
15, 1985; and June 26, 1987.

The terms of the Bonds, the security therefor, the rights and remedies of the
holders thereof, and various other matters in connection therewith were
prescribed pursuant to a Trust Indenture between the Issuer and Southeast Bank,
N.A. (the "Trustee"), dated as of July 1, 1987 (the "Trust Indenture").

Proceeds of the Bonds were loaned to the Developer pursuant to a Loan Agreement
between the Issuer and the Developer dated as of July 1, 1987 (the "Loan
Agreement"), evidenced by the Developer's Promissory Note (the "Note") in the
amount of $9,700,000. The obligations of the Developer under the Loan Agreement
and the Note are secured by a Mortgage and Security Agreement, dated as of July
1, 1987, and various other loan documents defined in the Loan Agreement
(collectively, the "Loan Documents").

All of the Bonds issued pursuant to the Trust Indenture were purchased and are
owned as of this date by Summit Tax Exempt L.P. II and Summit Tax Exempt L.P.
III


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Players Club at Fort Myers
December 1, 1996
Page Two

(collectively referred to as "Summit"), both of which are limited partnerships
organized and existing under the laws of the State of Delaware.

As of February 1, 1992, the Project's cash flow was inadequate to provide for
certain capital improvements required to be made and for certain other expenses
being incurred; accordingly, the Developer requested that a portion of the Base
Interest on the Note ("Base Interest"), required to be paid monthly in
accordance with the terms of the Trust Indenture and Bonds, be temporarily
deferred. The failure to pay any portion of the required Base Interest when due
would constitute an Event of Default pursuant to various provisions of the Trust
Indenture, Bonds and Loan Documents. Pursuant to Section 9.02 (a) of the Trust
Indenture, Summit, as the single owner of the Bonds, is the designated "Acting
Party" with the sole authority to take actions in respect of any Event of
Default. In response to the Developer's request, the Developer and Summit
entered into a letter agreement dated as of February 1,1992 (the "1992 Letter
Agreement"), whereby Summit agreed to forbear from enforcing its remedies under
the various default and remedies provisions of the Trust Indenture, Bonds and
Loan Documents (the "Remedies Provisions") based upon the payment of portions of
the Base Interest, and on various other terms and conditions, all as set forth
therein. Pursuant to the 1992 Letter Agreement, certain portions of the Base
Interest which would have been due and payable between January 1, 1992 and
December 31, 1993, were deferred in accordance with the terms and conditions
thereof.

As of December 1, 1993, the Developer requested a continuation of Summit's
agreement to forbear from enforcing its remedies under the Remedies Provisions
upon the occurrence of further defaults for the non-payment of Base Interest
when due, from and after December 31,1993. In response to the Developer's
request, the Developer and Summit entered into a second letter agreement dated
as of December 1, 1993 (the 1993 Letter Agreement".) pursuant to which certain
portions of the Base Interest which would have been due and payable between
January 1, 1994 and December 31, 1994, were deferred in accordance with the
terms and conditions thereof.

As of December 1, 1994, the Developer requested that Summit agree to forbear
from enforcing its remedies under the Remedies Provisions upon the occurrence of
further defaults for the non-payment of Base Interest when due, from and after
December 31, 1994, again conditioned on the payment of certain portions of such
interest when due. In response to the Developer's request, the Developer and
Summit entered into a third letter agreement dated as of December 1, 1994 (the
1994 Letter Agreement") pursuant to which certain portions of the Base Interest
which would have been due and payable between January 1, 1995 and December 31,
1995, were deferred in accordance with the terms and conditions thereof.

As of December 1, 1995, the Developer requested that Summit agree to forbear
from enforcing its remedies under the Remedies Provisions upon the occurrence of
further


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Players Club at Fort Myers
December 1, 1996
Page Three

defaults for the non-payment of Base Interest when due, from and after December
31, 1995, again conditioned on the payment of certain portions of such interest
when due. In response to the Developer's request, the Developer and Summit
entered into a fourth letter agreement dated as of December 1, 1995 (the "1995
Letter Agreement") pursuant to which certain portions of the Base Interest which
would have been due and payable between January 1, 1996 and December 31, 1996,
were deferred in accordance with the terms and conditions thereof.

As of this date, the Developer has requested that Summit agree to forbear from
enforcing its remedies under the Remedies Provisions upon the occurrence of
further defaults for the non-payment of Base Interest when due, from and after
December 31, 1996, again conditioned on the payment of certain portions of such
interest when due.

In addition, the parties desire to correct an error in Paragraph 2(e) of the
1994 Letter Agreement, dealing with the interest rate applicable to accrued and
unpaid Base Interest outstanding from time to time.

Accordingly, Summit and the Developer agree as follows:

1.   Extension and Modification of "Time Period" and "Minimum Pay Rate."

     The "Time Period" and "Minimum Pay Rate" set forth in Paragraph 2(d) of the
     1994 Letter Agreement, as previously extended pursuant to the 1995 Letter
     Agreement, are further extended and modified as follows:

             Time Period            Minimum Pay Rate
             -----------            ----------------

          01/01/97-01/31/97         6.50% per annum 
          02/01/97-12/31/97         6.25% per annum

2.   Interest on Unpaid Amounts.

     Paragraph 2(e) of the 1994 Letter Agreement is amended by striking "Section
     7.10" and by inserting "Section 3.03 (c)(1)" in lieu thereof.

Except as specifically extended and modified herein, Summit and the Developer
agree that all the provisions, terms and conditions of the 1994 Letter
Agreement, as extended by the 1995 Letter Agreement, are hereby ratified and
confirmed, and shall remain in full force and effect.


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Players Club at Fort Myers
December 1, 1996
Page Four

If the above accurately sets forth the extension and modification on which we
have agreed, please return to us five (5) copies of this letter executed by you
in the space provided below, at which time this letter shall constitute a
binding amendment to the 1994 and 1995 Letter Agreements.

                                    Very truly yours,

                                    SUMMIT TAX EXEMPT L.P. II
                                    By: Related Tax Exempt Associates II, Inc., 
                                        a general partner

                                    By: /s/Alan Hirmes
                                       -------------------------------------
                                                                 (Title)

                                    SUMMIT TAX EXEMPT L.P. III

                                    By: Related Tax Exempt Associates 111, Inc.,
                                        a general partner

                                    By:/s/Alan Hirmes
                                       -------------------------------------
                                                                 (Title)

Accepted and Agreed to as of the 
18th day of December, 1996:

PLAYERS CLUB AT FORT MYERS, LTD.,
A California limited partnership

By: H/R FLORIDA ASSOCIATES L.P.,
    a Delaware limited partnership,
    a general partner

By: A General Partner RELATED ADVANTAGED
    RESIDENTIAL ASSOCIATES, INC.,
    a Delaware Corporation

By: /s/Max Schlopy
   -----------------------
       Max Schlopy
       Vice-President