MODIFICATION AGREEMENT

        This  Modification Agreement  (the  Agreement )  is made  and  entered
  into as  of the 1st day of August, 1996 by and among KRUPP GOVERNMENT INCOME
  TRUST   ( GIT ),   BERKSHIRE  MORTGAGE   FINANCE  CORPORATION   (the   First
  Mortgagee ),  LIFESTYLES  AT  BOOT  RANCH,  a  Florida  general  partnership
  ( Partnership ) and  M&D PALM HARBOR, INC.  and FL-TAMPA  INC., both Florida
  corporations, (collectively, the  Partners ).

                              W I T N E S S E T H:

        WHEREAS, Krupp Mortgage  Corporation, now known as Berkshire  Mortgage
  Finance Corporation  (the  First  Mortgagee ) made  a mortgage  loan to  the
  Partnership in  the principal sum of Ten Million Three  Hundred Thousand One
  Hundred and no/100 Dollars ($10,300,100.00)  which loan was coinsured by the
  U.S. Department of Housing and Urban Development (the  Coinsured Loan );

        WHEREAS,  the Coinsured  Loan was made  with respect  to Lifestyles at
  Boot  Ranch Apartments  (the  Project )  located  on  the land  described in
  Exhibit A  (the  Property ) and  the terms of  the following Coinsured  Loan
  documents:

              A.    The  Coinsured Loan  is evidenced  by a  certain  Mortgage
              Note (the  Coinsured  Note ) dated  December 11,  1990 from  the
              Partnership to  the First  Mortgagee in  the original  principal
              sum of $10,300,100.00;
              
              B.    The   repayment  of  the  indebtedness  evidenced  by  the
              Coinsured  Note  is  secured  by,  among  other  things,  (i)  a
              Mortgage dated  December 11, 1990 and  recorded in the  Official
              Records  of  Pinellas County,  Florida in  Book 7446,  Page 1133
              (the  Coinsured  Mortgage ); (ii)  a Regulatory  Agreement dated
              December 11, 1992  (the  Regulatory Agreement ) and recorded  in
              Book 7446,  Page 1140 (the  Coinsured Note, Coinsured  Mortgage,
              and Regulatory  Agreement are  collectively referred  to as  the
               First Mortgage Loan Documents );
              
     WHEREAS, the  First Mortgagee  obtained funding  for  the Coinsured  Loan
  through the  purchase of  a GNMA  MBS by  GIT.   The interest  rates on  the
  Coinsured Loan were below the  then prevailing interest rates for comparable
  loans  and securities and GIT was unwilling to  participate in the Coinsured
  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 December 11,  1990
  recorded  in the  Official Record  of  Pinellas County,  (collectively,  the
   Subordinated Loan Documents ); 


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<PAGE>






     WHEREAS, the Partners have executed an  Additional Loan Agreement, and  a
  Additional  Loan Note  evidencing an Additional  Loan amount  of One Million
  Eight Hundred Seventeen  Thousand Six Hundred Sixty-Five and no/100  Dollars
  (1,817,665.00)  ( Additional Loan )  which  Additional  Loan is  secured  by
  Pledge  and  Security  Agreements  and  UCC  financing statements  with  all
  documents  dated  December 11,  1992  (collectively,  the   Additional  Loan
  Documents );

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

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

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

     NOW THEREFORE, in consideration of  the foregoing, Ten and no/100 Dollars
  ($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.    GIT Funding.  The Partnership shall  continue to make monthly  debt
  service payments  in accordance with  the Coinsured  Note. Effective January
  1, 1996  and during a period of twenty-four (24) months thereafter, GIT will
  rebate monthly  to  the Partnership  the  difference  in the  interest  rate
  (e.g.,  8.5%) payable  under the Coinsured  Note (the   Original Rate ), and
  seven  and one-half  percent (7.5%),  (collectively, the   Modified  Rate ).
  The difference in the Original Rate and Modified Rate for  each such monthly
  payment  in the  aggregate (hereinafter  the   Interest Advance )  shall  be
  repaid as provided in Section 8 below.

     3.    Partnership/Partners  Funding.    The  Partnership and/or  Partners
  will provide  upon execution  of this  Agreement an  equity contribution  of
  $150,000 to  be deposited in an  interest bearing  escrow account controlled
  by GIT.  Withdrawals from  the escrow account may only be used to assist  in
  bringing  the  delinquent  Coinsured  Loan  current,  to  help reduce  trade
  payables or as specified by GIT for other related Project costs.




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<PAGE>






     4.    Payment  of  Base  Interest  and  Participating   Income  Interest.
  Section  2.A. of  the Additional  Loan Agreement  is  hereby deleted  in its
  entirety and the following is substituted in lieu thereof:

           A.    Base Interest shall  be payable from available Surplus  Cash;
  provided  that, for any fiscal year GIT shall be  paid only 50% of available
  Surplus Cash  so long as the available Surplus Cash does not exceed $200,000
  for that fiscal year.

     Section  1.A. of  the Subordinated Promissory  Note is  amended to delete
  the period at the end of the first paragraph and add the following:

              ; provided that for any fiscal  year where Surplus Cash  exceeds
              $200,000, the  Holder  shall  receive 75%  of the  Surplus  Cash
              amount which exceeds $200,000.

     5.    Definition of  an Payment of Preferred  Interest.   Section 1(n) of
  the Additional Loan Agreement is  deleted in its entirety and substituted in
  lieu thereof is the following:

           (n)    Preferred  Interest  shall  mean and  refer to  that  amount
  which,  as  of the  time  of calculation,  would be  equal to  a cumulative,
  preferred  return  to the  Holder  of  ten percent  (10%)  per annum  simple
  interest from the date of Final  Endorsement to the date of such calculation
  on the  outstanding balance  of the Additional  Loan, plus  any other  funds
  advanced under  the Additional Loan,  less (A) the  aggregate amount of  any
  prepayments  of  principal under  the  Additional  Loan,  (B)  Participating
  Income  Interest  as  set  forth  in  the Subordinated  Note;  and  (C) Base
  Interest payments made  under the Additional  Loan Note,  provided, however,
  that  the portion of the reserve and escrow  amounts described in subsection
  2(B)(iii) below  which are retained by the Holder, if any, shall be credited
  towards  Preferred Interest,  and  not towards  principal on  the Additional
  Loan or the Coinsured Loan.

     Section 2.B.(i)  of  the Additional  Loan  Agreement  is deleted  in  its
  entirety and the following is substituted in lieu thereof:

           (i)   ten percent (10%) per annum simple  interest from January  1,
  1996,  to the  date  of  calculation of  such  interest on  the  outstanding
  balance of the Additional  Loan and any  other funds advanced by  the Holder
  under  the Additional Loan, including but not limited  to funds deposited in
  the Project Reserve  Account, and shall be  reduced by the aggregate  amount
  of any permitted prepayments of principal  under the Additional Loan,  until
  the Additional Loan  has been  paid in full,  less (a) Participating  Income
  Interest made  under the Subordinated Note,  and (b)  Base Interest payments
  made under the Additional Loan Note.

     6.    Operating  Deficits  and  Capital  Call.    Section  3.A.   of  the
  Additional  Loan Agreement is amended to delete the period at the end of the


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<PAGE>






  third sentence and to add  the following provision at the  end of the  third
  sentence:

              ; provided however,  beginning January 1, 1997, the  Partnership
              and/or  Partners  (Borrowers) shall  fund any  operating deficit
              i.e., payment shortfall for the  Coinsured Loan or to fund other
              related  Project  costs as  deemed  necessary  by  GIT  up to  a
              maximum of $50,000 per year, with any deficit  exceeding $50,000
              to be funded as provided herein.

     7.    Acceleration of  Maturity Date,  the Maturity  Date and  Prepayment
  Period  Extended.   Notwithstanding any  provision  to  the contrary  in the
  Additional   Loan  Agreement,   Additional  Loan   Note,   the  Subordinated
  Promissory Note  and  the  Coinsured Note,  the undersigned  parties  hereby
  agree  that the  Acceleration of  Payment  Date, the  Payment Date  and  the
  prepayment  period  including  any  lockout  period   as  described  in  the
  Coinsured Note for  the Coinsured Loan are  hereby extended for a period  of
  five (5) years from the date as specified for in those documents.

     8.    Participating   Appreciation   Interest  and   Payment   Obligation
  Priorities.    Notwithstanding   any  provision  to  the  contrary  in   the
  Subordinated Promissory Note  Additional Loan Agreement, and the  Additional
  Loan  Note, the undersigned parties  agree that the  priority and payment of
  the following shall occur upon the  earlier of (i) Sale or Refinancing, (ii)
  prepayment of the Additional Loan, (iii)  prepayment of the Coinsured  Loan,
  (iv)  the Accelerated  Maturity  Date, (v)  the  Payment  Date or  (vi)  the
  Maturity of the Coinsured Loan and shall be paid in the following order:

                    a.          Payment  of  principal  and  interest  of  the
                    Coinsured Loan.
                    b.          Payment  of the  principal  of  the Additional
                    Loan.
                    c.          Repayment  of the $150,000 deposit as provided
                    in section  2 above and any  Capital Call  advance made by
                    the  Partners  in   accordance  with  Section  3  of   the
                    Additional Loan  Agreement as modified  by this  Agreement
                    pari-passu with the Interest Advance and any  Capital Call
                    advance made by GIT.
                    d.          Payment  of  any  unpaid or  accrued Preferred
                    Interest.
                    e.          Any  remaining proceeds shall be  split 50% to
                    Partnership and/or Partners and 50% to GIT.

     9.    All capitalized  terms unless  defined herein shall  have the  same
  meaning as  that term is  defined in  the Subordinated Promissory  Note, the
  Additional Loan Agreement and the Additional Loan Note.

     10.   Notice Requirements.



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<PAGE>






           a)    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 post-
  marked  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 hereto at the following addresses:

                 If to the Partnership:

                 c/o Forest City Enterprises
                 10800 Brookpark Road
                 Cleveland, Ohio  44130
                 Attn.:  Edward Pelavin

                 If to the Partners:

                 M&D Palm Harbor, Inc.
                 c/o Florida Southwest Development
                 3816 West Linebaugh Avenue
                 Suite 105
                 Tampa, Florida  33624
                 Attn.:  Kenneth Mamula

                 FL-Tampa, Inc.
                 c/o Forest City Enterprises
                 10800 Brookpark Road
                 Cleveland, Ohio  44130
                 Attn.:  Edward Pelavin

                 If to the First Mortgagee:

                 Berkshire Mortgage Finance Corporation
                 470 Atlantic Avenue
                 Boston, Massachusetts  02210
                 Attn.:  Connie Pemmerl

                 If to GIT:

                 c/o Berkshire Mortgage Finance Corporation
                 470 Atlantic Avenue
                 Boston, Massachusetts  02210
                 Attn.:  Ronald Halpern 

                 with a copy to:

                 Peabody & Brown

  WAS: 8814_1/RE.27294.5                             5
<PAGE>






                 Suite 800
                 1255 23rd Street, N.W.
                 Washington, D.C.  20037
                 Attn.:  George L. Daves, Esq.

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

     11.   Loan Documents Not Impaired.   Except as expressly set forth herein
  with  respect to  the Subordinated Note,  the Additional  Loan Agreement and
  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, Subordinate Loan Documents or Additional Loan
  Documents  and  this  Agreement  shall  not  be  construed  as  a  novation,
  renegotiation or release under any of these documents.

     12.   Representations of Borrower.   The Partnership and Partners  hereby
  acknowledges and confirms with the First Mortgagee and GIT that:

                    a.          They have  no offset,  counterclaim or defense
                    with respect to  the obligations under the First  Mortgage
                    Loan  Document,   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.
                    
                    b.          The Partnership  and the  Partners ratify  and
                    affirm  all  obligations  under  the  First Mortgage  Loan
                    Documents and Subordinated Loan  Documents and  Additional
                    Loan Documents.
                    
                    c.          Except  for the  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.


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<PAGE>






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

     14.   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.

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

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

     17.   Governing Law.   This Agreement shall  be construed  under the laws
  of the State of Florida 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.































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<PAGE>






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


  PARTNERSHIP:

                                   Lifestyles at Boot Ranch, a Florida
                                      general partnership

                                      By:   FL-Tampa, Inc., a Florida
                                            corporation, general partner

                                      By:   _______________________________
                                            Name:
                                            Title:

                                      By:   M&D Palm Harbor, Inc., a Florida
                                            corporation, general partner


                                      By:   ________________________________
                                            Name:
                                            Title:


                                      PARTNERS:

                                      FL-Tampa, Inc., a Florida corporation

                                      By:   ________________________________
                                            Name:
                                            Title:

                                      M&D Palm Harbor, Inc., a Florida 
                                      corporation

                                      By:   ________________________________
                                            Name:
                                            Title:


                                      GIT:

                                      Krupp Government Income Trust, a
                                      Massachusetts business trust

                                      By:   Berkshire Mortgage  Advisors 
  Limited Partnership, its advisor

                                      By:   BRF Corporation, its general 

  WAS: 8814_1/RE.27294.5                             8
<PAGE>






                                            partner


                                      By:   ________________________________
                                            Name:
                                            Title:


                                      FIRST MORTGAGEE:

                                      Berkshire Mortgage Finance Corporation


                                      By:   ________________________________
                                            Name:
                                            Title:



































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