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                 ASSIGNMENT OF PARTNERSHIP INTERESTS, ASSUMPTION
                  OF RESPONSBILITIES, AND WAIVER OF CONDITIONS

        THIS  AGREEMENT  is made among and between the  following  parties as of
February 28, 1997, as follows:

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1.0      Identification of the Parties

1.1      B&V Phase I, Ltd., a Florida Ltd. Partnership, whose address is
         c/o JBMV Corp., General Partner,
         5870 S.W. 8th Street,
         Suite 7, Miami, FL  33144


1.2      JBMV Corp., ("JBMV") as General Partner of
         B&V Phase I, Ltd., a Florida Ltd. Partnership whose address is
         c/o Mr. Jorge Bolanos, President
         5870 S.W. 8th Street,
         Suite 7, Miami, FL  33144

1.3      American Tax Credit Properties, L.P., a Delaware Limited Partnership
         ("ATC")
         c/o David Salzman
         599 W. Putnam Avenue
         Greenwich, CT  06830

1.4      Homestead B&V Recap Associates of Connecticut LLC,
         a Connecticut Limited Liability Company, ("Homestead B&V")
         whose address is:
         c/o John H. McClutchy, Jr., Manager
         11 Molly Lane
         Darien, CT  06820

2.0      Background Facts:

2.1      B&V Phase I, Ltd. is the title holder of a certain parcel of real estate located in
         Homestead, Florida, together with the improvements thereon, consisting of apartment
         dwellings.

2.2      The general partner of B&V Phase I, Ltd. is JBMV., a Fla. corporation which holds a
         one percent (1%) equity interest as general partner; JBMV Corp. additionally holds
         a one percent (1%) equity interest as limited partner.

2.3      The remaining ninety-eight percent (98%) of the equity in B&V Phase I, Ltd. is held
         by American Tax Credit Properties, Ltd.

2.4      Homestead  B&V wishes to  obtain,  and JBMV  wishes to  convey,  all of
         JBMV's general partnership interest in B&V Phase I, Ltd., consisting of
         one percent (1%) general partnership.

2.5      ATC  wishes to obtain and JBMV  wishes to convey all of JBMV's  limited
         partnership interest consisting of 1%.

2.6      Article VI of the underlying limited partnership agreement requires the
         consent of the other  limited  partners to any  transfer of the general
         partnership.  In addition,  under the terms of various  loan  documents
         pertinent to the first mortgage  encumbering  the property of B&V Phase
         I, Ltd., consent of the mortgagee may also be required.

         Therefore, in consideration of $10 and of the mutual promises contained
         herein, the parties do agree as follows:

3.0      Transfer and Assignment of Partnership Interests:

3.1      JBMV does hereby assign,  transfer and set over all of its right, title
         and interest in and to a one percent (1%) general partnership  interest
         in B&V Phase I, Limited to  Homestead  B&V, in exchange for ten dollars
         and other good and valuable  consideration,  receipt of which is hereby
         acknowledged.

3.2      JBMV does hereby assign  transfer and set over all of its right,  title
         and interest in and to a one percent (1%) limited partnership  interest
         in B&V Phase I,  Limited to ATC, in exchange  for $10.00 and other good
         and valuable consideration, receipt of which is hereby acknowledged.

4.0      Assumption of General Partnership Responsibility:

4.1      Homestead  B&V does  hereby  accept  the  foregoing  conveyance  of the
         general partnership  interest,  and does assume the obligations of sole
         general partner of B&V Phase I, Ltd.,  arising on or after the date set
         forth  above.  Homestead  B&V  acknowledges  that it is aware that such
         conveyance  may be a violation of various  agreements  pertinent to the
         first mortgage  encumbering the property of B&V Phase I, Ltd. Homestead
         B&V  accepts  the  foregoing  conveyance  of  the  general  partnership
         interest  without  representations  or warranties  regarding  assets or
         liabilities  of B&V Phase I,  Ltd.,  acknowledging  that it is aware of
         pending  litigation  and accepts the conveyance on an "as is, where is"
         basis.

5.0      Acceptance of Limited Partnership Interest.

5.1      ATC  accepts  the  foregoing  conveyance  of  the  limited  partnership
         interest  without  representations  or warranties  regarding  assets or
         liabilities  of B&V Phase I,  Ltd.,  acknowledging  that it is aware of
         pending  litigation  and accepts the conveyance on an "as is, where is"
         basis.

6.0      Waiver of Conditions

6.1      ATC expressly  waives the  conditions of Article VI of the  partnership
         agreement and grants it permission to the  conveyance,  assignment  and
         assumption as set forth herein.  ATC further waives the  requirement of
         consent  of the  mortgagee  to the  conveyance,  which is  required  by
         agreements executed in connection with the partnership's first mortgage
         loan.
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        TO ALL OF WHICH WE HAVE SET OUR  RESPECTIVE  SIGNS  AND  SEALS AS OF THE
DATE FIRST SET FORTH ABOVE.
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                                              ASSIGNOR:

Attest:                                       JBMV CORP., a Fla, Corp.


BY:/s/Manuel Vergara                              BY:_/s/ Jorge Boranos
   Manuel Vergara, Secy.                          Jorge Boranos, President

                                                  ASSIGENEE:
                                                  HOMESTEAD B&V RECAP
                                                  ASSOCIATES OF CONNECTICUT
                                                  L.L.C.


                                              BY: /s/ John McClutchy, Jr.
                                                  John H. McClutchy, Jr.



                               AMERICAN TAX CREDIT
                              PROPERTIES, L.P. LTD.
                                                  a Delaware Ltd. Partnership.

                                 BY: RICHMAN TAX
                                                  CREDIT PROPERTIES, L.P.
                                                  Its General Partner

ATTEST:                                           BY:  RICHMAN TAX CREDIT
                                                       PROPERTIES, INC.,

BY:__________________________________         BY:/s/ Richard Paul Richman
    Secy.                                       Richard Paul Richman, President

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