________________________________________________________________________________

SECOND MODIFICATION AGREEMENT


This document should be returned after recording to:
________________________________________________________________________________

Peggy DeMuth
Berkshire Mortgage Finance Corporation
One Beacon Street
14th Floor
Boston, MA  02108
________________________________________________________________________________












________________________________________________________________________________
               SPACE ABOVE THIS LINE FOR RECORDER'S USE


                     Second Modification Agreement

This Second Modification Agreement (the "Agreement") is made and entered into as
of the __  day of May  1999  by and  among  KRUPP  GOVERNMENT  INCOME  TRUST,  a
Massachusetts business trust ("GIT");  BERKSHIRE MORTGAGE FINANCE CORPORATION, a
Massachusetts  corporation  (the "First  Mortgagee");  MOUNTAIN  VIEW,  LTD., an
Alabama limited partnership (the "Partnership");  and Philip P. Mulkey, Henry V.
Bragg and Gregory V. Bragg (collectively, the "Partners").

                          W I T N E S S E T H:

WHEREAS,  Krupp Mortgage  Corporation,  now known as Berkshire  Mortgage Finance
Corporation,  made a mortgage  loan to the  Partnership  in the principal sum of
Nine  Million  Five  Hundred  Forty  Seven   Thousand   Seven  Hundred   Dollars
($9,547,700) which loan was insured by the U.S.  Department of Housing and Urban
Development (the "First Mortgage Loan");

WHEREAS,  the  First  Mortgage  Loan was made  with  respect  to  Mountain  View
Apartments  (the "Project")  located on the land  described in Exhibit A hereto
attached and the terms of the following First Mortgage Loan documents:

A.   The First Mortgage Loan is evidenced by a certain Mortgage Note (the "First
     Mortgage  Note")  dated  April 21, 1992 from the  Partnership  to the First
     Mortgagee in the  original  principal  sum of  $9,671,400  which  principal
     balance was  reduced to  $9,547,000  in the  Allonge to Mortgage  Note also
     dated April 21, 1992;

B.   The repayment of the  indebtedness  evidenced by the First Mortgage Note is
     secured by,  among other  things,  (i) a Mortgage  dated April 21, 1992 and
     recorded in the Probate  Records of Madison  County,  Alabama in Book 1799,
     Page 144 (the "First  Mortgage");  (ii) a Regulatory  Agreement dated April
     21, 1992 (the "Regulatory  Agreement") and recorded in the Probate Records
     of Madison County, Alabama in Book 1799, Page 156 (the First Mortgage Note,
     First Mortgage and Regulatory Agreement are collectively referred to as the
     "First Mortgage Loan Documents");

WHEREAS,  the security interest in the personal property referenced in the First
Mortgage is further perfected by original UC financing statements filed on April
23, 1992 as File Number 88-92-56261 for Madison County,  Alabama and 92-14996-F6
for the Secretary of State of Alabama;

WHEREAS,  the First  Mortgagee  obtained  funding  for the First  Mortgage  Loan
through a  participation  arrangement  with GIT. The interest rates on the First
Mortgage Loan are below the then-prevailing  interest rates for comparable loans
and  securities  and GIT was unwilling to participate in the First Mortgage Loan
unless the Partnership agreed to pay additional interest to GIT;

WHEREAS,  the Partnership agreed to pay additional interest to GIT pursuant to a
subordinated  promissory note (the "Subordinated  Note") made by the Partnership
in favor of GIT which is secured by a  subordinated  multifamily  mortgage  (the
"Subordinated Mortgage") dated April 21, 1992 and recorded in the Probate Office
of Madison County, Alabama in Book 1799, Page 847 (the Subordinated Note and the
Subordinated  Mortgage are collectively  referred to as the "Participating  Loan
Documents");

WHEREAS,  the  Partners  have  executed  an  Additional  Loan  Agreement  and  a
Additional  Loan Note  evidencing an Additional Loan in the principal sum of One
Million  Five  Hundred  fifty Three  Thousand  Six  Hundred  and no/100  Dollars
($1,553,600.00)  (the "Additional  Loan"),  which Additional Loan is secured by
Pledge and Security  Agreements and UCC financing  statements with all documents
dated April 21, 1992 (collectively, the "Additional Loan Documents");

WHEREAS, the Partners executed a Letter of Direction and Agreement directing the
Partnership to assign any of the Partners'  distributions in Surplus Cash to GIT
to the extent that the Partners  have any payment  obligations  to GIT under the
Additional Loan Documents;

WHEREAS, the Project experienced financial  difficulties and the Partnership and
the Partners requested assistance from GIT in regards to their obligations under
the First  Mortgage Loan  Documents,  the  Participating  Loan Documents and the
Additional Loan Documents;

WHEREAS, the Partnership, the Partners and GIT executed a Modification Agreement
dated  July 1, 1995 (the "1995  Modification  Agreement")  that  provided  debt
service  relief  on the  First  Mortgage  Loan and the  Additional  Loan  ending
December 31, 1996;

WHEREAS, the Project has continued to experience financial  difficulties and the
Partnership  and the Partners have requested  additional  assistance from GIT in
regards  to their  obligations  under the First  Mortgage  Loan  Documents,  the
Participating Loan Documents and the Additional Loan Documents;

WHEREAS, the Partnership,  the Partners, the First Mortgagee and GIT have agreed
to further modify the  Subordinated  Note, the Additional Loan Agreement and the
Additional Loan Note based on GIT's providing the financial  assistance provided
herein; and

WHEREAS, the Partnership, the Partners, the First Mortgagee and GIT have reached
an agreement to the terms and  conditions of the financial  assistance  which is
set forth herein.

NOW THEREFORE,  in  consideration  of the foregoing,  Ten and No/100 ($10.00) in
hand paid to GIT and other good and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby acknowledged,  intending to be legally bound, the
Partnership, the Partners, the First Mortgagee and GIT hereby agree as follows:

1.   Recitals  Incorporated.  The  foregoing  Recitals  are hereby  incorporated
     herein to the same extent as if hereafter fully set forth.

2.   Interest  Rebate.  The  Partnership  shall  continue to make  monthly  debt
     service payments in accordance with the First Mortgage Note.  Retroactively
     to January 1, 1999 and during the period of the next five years  thereafter
     until  December 31, 2004 (the "Workout Term"),  GIT will rebate monthly to
     the  Partnership an amount (the "Interest Rebate") equal to the difference
     between the (i) the interest  rate payable  under the First  Mortgage  Note
     (i.e. 8.25% per annum) and (ii) seven percent (7%) per annum (the "Modified
     Rate").  The  Interest  Rebate  will  not  be  considered  a  loan  to  the
     Partnership.

3.   Partnership and/or Partner's New Equity Contribution. Prior to December 31,
     1999, the Partnership  and/or the Partners will provide  sufficient  equity
     contributions  to the extent  necessary  to ensure that the 1999  HUD-93486
     shall not be less than $0 (the Surplus Cash calculation).

4.   GIT  Assignment  Fee  Escrow.  The  balance  of  funds  held  by  GIT as an
     Assignment  Fee  Escrow  shall  be  released  upon  the  execution  of this
     Agreement.  The released funds will be used first to reduce the outstanding
     principal balance of the Additional Loan to $1,400,000. Any funds remaining
     after the reduction of the Additional  Loan principal  balance will be held
     in escrow by GIT for Project  improvements  mutually agreed upon by GIT and
     the Partnership.

5.   Additional  Interest  under the  Subordinated  Note.  Paragraph 1.A. of the
     Subordinated  Note is hereby  deleted in its  entirety.  The  following  is
     substituted in lieu thereof.

          A. Shared Income Interest.  Shared Income Interest shall be paid on an
             annual  basis  and  shall  mean 75% of the  first  $130,667  and
             50% of any amounts remaining from the following sources in
             accordance with the Letter of Direction:

                  (i)      All  distributable  Surplus Cash, as that term is
                  defined in the  Regulatory  Agreement, subject,  however,  to
                  the extent  then  applicable,  to the  provisions  of
                  Paragraph  4 herein relating to Surplus Cash and the
                  requirement in the  Regulatory  Agreement that Surplus Cash
                  may only be distributed  at the end of a semiannual or annual
                  fiscal year, (except for proceeds of a refinancing,  casualty
                  insurance  proceeds,  and  capital  contributions  to the
                  Maker from any Partner);

                  (ii)     Any unrestricted cash of the Maker generated from the
                  operation of the Project; and

                  (iii)    Any balance in reserve or escrow  accounts  not used
                  to satisfy  closing  prorations  or  paid to a third party for
                  the purpose of such escrow.

Solely for the purposed of calculating  Shared Income  Interest,  any management
fees in excess of 5% gross income,  or such higher  management fee as HUD or the
Lender may determine to be necessary in order to obtain  property  management of
the  Project,   shall  not  be  recognized  as  a  deduction  from  the  Maker's
distributable  Surplus Cash or  unrestricted  cash in determining  Shared Income
Interest.

Shared  Income  Interest  shall be  deemed  to be  earned  on an  annual  basis,
concurrent with the calculation period for Surplus Cash, beginning with the 2000
fiscal  year.  Shared  Income  Interest,  to the extent it is  earned,  shall be
payable  annually to the Holder  within 90 days of the end of any fiscal year in
which  Surplus Cash has been  generated.  In order to verify the accuracy of the
computation of Shared Income  Interest,  Holder may review the Makers' books and
records  during normal  business  hours upon three (3) days' notice.  Maker also
shall  submit to the  Holder  monthly  unaudited  and annual  audited  financial
statements and shall submit to the Holder all financial  statements submitted to
the Lender.

6.   Outstanding   Indebtedness.   In   Paragraph   1.B.  of  the
     Subordinated  Note,  the defined term  "Outstanding  Indebtedness"  is
     amended to include the following provision:

         (4)      and, the unpaid balance of all accrued and unpaid Base
         Interest  owed by the  Partners to the Holder pursuant to this
         Agreement.

7.   Subordinated  Promissory  Note Advances and Deferred Base Interest.  The
     debt service  relief  provided by GIT as a result of the 1995 Modification
     Agreement, as specified below, shall be forgiven upon the execution of this
     Agreement.
<TABLE>
<CAPTION>

                  <S>                                                                    <C>
                  Deferred Base Interest                                                 $217,504
                  Subordinated Promissory Note Advances                                    71,076
                  Total                                                                  $288,580
</TABLE>


8.       General Provisions of  Subordinated  Note.  The first sentence of
Paragraph 6.C. is hereby deleted in its entirety and the following substituted
in lieu thereof.

         C.       Notwithstanding  anything to the contrary  contained in the
         Subordinated  Note, payment of Shared Income  Interest  shall be
         payable  within 90 days of the end of any fiscal year in which Surplus
         Cash was generated.

9.       Additional  Loan  Interest.  Section  1.(b) of the Additional Loan
Agreement  is hereby  deleted in its entirety and the following substituted in
lieu thereof.

         Additional Loan Interest shall mean Base Interest as described in
         Section 1.(e).

10.      Preferred Interest on Additional Loan. Section 1.(q) of the Additional
Loan Agreement is hereby deleted in its entirety.  Any subsequent references to
Preferred  Interest within the Additional Loan Agreement are hereby deleted as
well.

11.      Payment of Additional Loan Interest.  Section 2 of the  Additional
         Loan  Agreement is deleted in its entirety and the following
         substituted in lieu thereof.

Borrowers  hereby jointly and severally  covenant and agree to pay to the Holder
all obligations under the  Additional  Loan Note and this  Agreement,  including
without  limitation,  principal and Base Interest to the Holder in accordance
with the terms of the Additional Loan Note.

         A.       Base Interest shall be payable from any Surplus Cash received
         by the Holder pursuant to the Subordinated  Note and  characterized
         therein as Shared  Income  Interest but  credited as Base  Interest
         under the  Additional  Loan Note.  To the  extent  that the  surplus
         cash  received  by the Holder in any fiscal year is less than the Base
         Interest due under the  Additional  Loan  Agreement,  that amount shall
         remain an  obligation  of the  Borrowers  and accrue  interest-free
         and become payable in the manner set forth in the Additional Loan Note.

         B.       Principal shall be due and payable in the manner set forth in
         the Additional Loan Note.

12.      Payment Shortfalls/Capital Calls.  Section 3 of the Additional Loan
Agreement is hereby deleted in its entirety.

13.      Certain  Definitions.  All capitalized terms unless defined herein
shall have the same meaning as those terms are defined in the Subordinated Note,
the Additional Loan Agreement and the Additional Loan Note.

14.      Notice Requirements.

All notices and other communications required or permitted under this Agreement
shall be in writing and, if mailed by prepaid United States first-class,
certified mail, return receipt requested,  at any time other than a general
discontinuance of postal service due to strike,  lockout or otherwise,  shall be
deemed to be received on the earlier of the date shown on the return receipt or
three (3) business days after the  postmarked day thereof.  In addition, notices
hereunder may be delivered by hand or by overnight courier, in which event the
notice shall be deemed  effective when delivered.  All notices and other
communications  under this Agreement shall be given to the parties at the
following addresses:

                  If to the Partnership or Partners:

                  Philip P. Mulkey
                  200 Union Hill Drive, Suite 300
                  Birmingham, AL  35209

                  Henry V. Bragg
                  908 North Memorial Parkway
                  Huntsville, AL  35801

                  Gregory V. Bragg
                  908 North Memorial Parkway
                  Huntsville, AL  35801

                  If to the Owner:

                  Mountain View, Ltd
                  200 Union Hill Drive, Suite 300
                  Birmingham, AL  35209

                  If to the Holder:
                  Krupp Government Income Trust
                  In care of Berkshire Mortgage Finance
                  One Beacon Street, 14th Floor
                  Boston, MA  02108

                  If to the First Mortgagee:
                  Berkshire Mortgage Finance
                  One Beacon Street, 14th Floor
                  Boston, MA  02108

Any party  hereto may change the  address to which  notices  shall be  directed
under this  paragraph by giving ten (10) days written notice of such change to
the other parties.

15.      Loan  Documents  Not  Impaired.  Except as expressly  set forth  herein
with  respect to the  Subordinated Note,  the  Additional  Loan  Agreement  and
the  Additional  Loan Note,  the  agreements  set forth herein are not intended
to affect  or alter  the  obligations  of the  Partnership  and the  Partners
under  the First  Mortgage Documents,  the  Subordinated  Loan  Documents or the
Additional  Loan  Documents and this  Agreement  shall not be construed as a
novation, renegotiation or release of any of these documents.

16.      Representations  of Borrower.  The Partnership and Partners hereby
acknowledge and confirm with the First Mortgagee and GIT that:

         (i)      They have no offset,  counterclaim  or defense  with respect
         to the  obligations  under the First Mortgage Loan Documents,  the
         Subordinated  Loan Documents or Additional Loan Documents and to the
         extent that they have any offset,  counterclaim  or defense  with
         respect to the  obligations  thereunder,  they hereby waive and release
         such offset, counterclaim and defense.

         (ii)     The Partnership and Partners ratify and affirm all obligations
         under the First Mortgage Loan Documents and the Subordinated Loan
         Documents and the Additional Loan Documents.

         (iii)    Except for matters  expressly set forth herein,  the
         Partnership and Partners hereby release and forever   discharge  the
         First Mortgagee  and  GIT  and  all  its   directors,   officers,
         employees, administrators, agents, subsidiaries, affiliates,
         appraisers, inspectors, accountants, attorneys, successors  and assigns
         from any and all  present  existing  causes of action,  demands,
         claims, debts, accounts, liabilities, costs, expenses, contracts,
         promises, agreements, and damages whatsoever (hereinafter  referred to
         individually and collectively as the "Claims") which related to the
         First Mortgage Loan Documents, the Subordinated Loan Documents,  the
         Additional Loan Documents and also including  without limitation any
         and all claims arising out of or relating to the exercise by the First
         Mortgagee and GIT of any rights pursuant thereto.

17.      Representations  of the First Mortgagee and GIT. The First Mortgagee
and GIT hereby acknowledge that all payment obligations identified in this
Agreement,  First Mortgage Loan Documents,  the Subordinated Loan Documents and
the Additional Loan Documents are nonrecourse.

18.      Execution in Counterparts.  This Agreement may be signed in
counterparts  by the parties and shall be effective upon the signature of the
second party to sign the Agreement.

19.      Binding Effect.  The terms and provisions of this Agreement shall be
binding upon the parities hereto and their heirs successors and assigns.

20.      Time is of the Essence.  Time is of the essence in this Agreement.

21.      Governing Law.  This Agreement  shall be construed under the laws of
the State of Alabama and if any provisions of this Agreement are held by a court
of competent jurisdiction  to be illegal, invalid or unenforceable,  then such
illegality,  invalidity or unenforceability shall not affect the legality,
validity, or enforceability of the other provisions of this Agreement.

IN WITNESS  WHEREOF, the undersigned parties have caused this instrument to be
executed as of the day, month and year first written.

                          PARTNERSHIP:
                          Mountain View LTD. an Alabama limited partnership



                          By:
                          Name:    Philip P. Mulkey
                          Title:   Developer General Partner


<PAGE>

                                                     PARTNERS:






                                                              Philip P. Mulkey






                                                              Henry V. Bragg






                                                              Gregory V. Bragg


GIT:
Krupp Government Income Trust, a Massachusetts business trust

By:      Berkshire  Mortgage  Advisors  Limited   Partnership,
         its Advisor

By:      BRF Corporation, its general partner



By:
Name:    Carol J.C. Mills
Title:   Vice President


FIRST MORTGAGEE:
Berkshire Mortgage Finance Corporation



By:
Name:    Carol J.C. Mills
Title:   Vice President