Loan No. 817768866


MULTIFAMILY NOTE - LAND TRUST


US $5,280,000.00
<PAGE>
July ___, 1997

     FOR VALUE RECEIVED, the undersigned Co-
Maker and AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO, not personally or
individually, but solely as Trustee under the
provisions of that certain Trust Agreement
dated December 1, 1972, as amended on May 6,
1976 and further amended on November 30,
1992, and known as Trust Number 77424, (the
"Land Trustee") (the Co-Maker and the Land
Trustee may be referred to collectively as
the "Borrower") jointly and severally
promise to pay to the order of REILLY
MORTGAGE GROUP, INC., a District of Columbia
corporation, the principal sum of Five
Million Two Hundred Eighty Thousand and
No/100ths Dollars (US $5,280,000.00), with
interest on the unpaid principal balance at
the annual rate of Seven and Eighty Eight One
Hundredths percent (7.88%).

     1.   Defined Terms.  As used in this
Note, (i) the term "Lender" means the holder
of this Note, (ii) the term "Indebtedness"
means the principal of, interest on, or any
other amounts due at any time under, this
Note, the Security Instrument or any other
Loan Document, including prepayment premiums,
late charges, default interest, and advances
to protect the security of the Security
Instrument under Section 12 of the Security
Instrument, and (iii) the term "Co-Maker"
means the party or parties having a
beneficial interest in the Land Trust.
"Event of Default" and other capitalized
terms used but not defined in this Note shall
have the meanings given to such terms in the
Security Instrument.

     2.   Address for Payment.  All payments
due under this Note shall be payable at 2000
Corporate Ridge, Suite 925, McLean, Virginia
22102, or such other place as may be
designated by written notice to Borrower from
or on behalf of Lender.

     3.   Payment of Principal and Interest.
Principal and interest shall be paid as
follows:

          (a)  Unless disbursement of
principal is made by Lender to Borrower on
the first day of the month, interest for the
period beginning on the date of disbursement
and ending on and including the last day of
the month in which such disbursement is made
shall be payable simultaneously with the
execution of this Note.  Interest under this
Note shall be computed on the basis of a 360-
day year consisting of twelve 30-day months.

          (b)  Consecutive monthly
installments of principal and interest, each
in the amount of Thirty Eight Thousand Three
Hundred One and 99/100ths Dollars (US
$38,301.99), shall be payable on the first
day of each month beginning on September 1,
1997, until the entire unpaid principal
balance evidenced by this Note is fully paid.
Any accrued interest remaining past due for
30 days or more shall be added to and become
part of the unpaid principal balance and
shall bear interest at the rate or rates
specified in this Note, and any reference
below to "accrued interest" shall refer to
accrued interest which has not become part of
the unpaid principal balance.  Any remaining
principal and interest shall be due and
payable on August 1, 2007, or on any earlier
date on which the unpaid principal balance of
this Note becomes due and payable, by
acceleration or otherwise (the "Maturity
Date").  The unpaid principal balance shall
continue to bear interest after the Maturity
Date at the Default Rate set forth in this
Note until and including the date on which it
is paid in full.

          (c)  Any regularly scheduled
monthly installment of principal and interest
that is received by Lender before the date it
is due shall be deemed to have been received
on the due date solely for the purpose of
calculating interest due.

     4.   Application of Payments.  If at any
time Lender receives, from Borrower or
otherwise, any amount applicable to the
Indebtedness which is less than all amounts
due and payable at such time, Lender may
apply that payment to amounts then due and
payable in any manner and in any order
determined by Lender, in Lender's discretion.
Borrower agrees that neither Lender's
acceptance of a payment from Borrower, or any
party making up Borrower, in an amount that
is less than all amounts then due and payable
nor Lender's application of such payment
shall constitute or be deemed to constitute
either a waiver of the unpaid amounts or an
accord and satisfaction.

     5.   Security.  The Indebtedness is
secured, among other things, by a Multifamily
Mortgage, Assignment of Rents and Security
Agreement (the "Security Instrument"), a
Collateral Assignment of Beneficial Interest,
a Combined Security Agreement and Assignment
of Rents and Leases, a Beneficiary's
Undertaking and related documents dated as of
the date of this Note (collectively with the
Security Instrument, the "Loan Documents"),
and reference is made to the Loan Documents
for other rights of Lender as to collateral
for the Indebtedness.

     6.   Acceleration.  If an Event of
Default has occurred and is continuing, the
entire unpaid principal balance, any accrued
interest, the prepayment premium payable
under Paragraph 10, if any, and all other
amounts payable under this Note and any other
Loan Document shall at once become due and
payable, at the option of Lender, without any
prior notice to Borrower.  Lender may
exercise this option to accelerate regardless
of any prior forbearance.

     7.   Late Charge.  If any monthly amount
payable under this Note or under the Security
Instrument or any other Loan Document is not
received by Lender within 10 days after the
amount is due, Borrower shall pay to Lender,
immediately and without demand by Lender, a
late charge equal to Five (5%) percent of
such amount.  Borrower acknowledges that its
failure to make timely payments will cause
Lender to incur additional expenses in
servicing and processing the loan evidenced
by this Note (the "Loan"), and that it is
extremely difficult and impractical to
determine those additional expenses.
Borrower agrees that the late charge payable
pursuant to this Paragraph represents a fair
and reasonable estimate, taking into account
all circumstances existing on the date of
this Note, of the additional expenses Lender
will incur by reason of such late payment.
The late charge is payable in addition to,
and not in lieu of, any interest payable at
the Default Rate pursuant to Paragraph 8.

     8.   Default Rate.  So long as (a) any
monthly installment under this Note remains
past due for 30 days or more, or (b) any
other Event of Default has occurred and is
continuing, interest under this Note shall
accrue on the unpaid principal balance from
the earlier of the due date of the first
unpaid monthly installment or the occurrence
of such other Event of Default, as
applicable, at a rate (the "Default Rate")
equal to the lesser of 4 percentage points
above the rate stated in the first paragraph
of this Note or the maximum interest rate
which may be collected from Borrower under
applicable law.  If the unpaid principal
balance and all accrued interest are not paid
in full on the Maturity Date, the unpaid
principal balance and all accrued interest
shall bear interest from the Maturity Date at
the Default Rate.  Borrower also acknowledges
that its failure to make timely payments will
cause Lender to incur additional expenses in
servicing and processing the Loan, that,
during the time that any monthly installment
under this Note is delinquent for more than
30 days, Lender will incur additional costs
and expenses arising from its loss of the use
of the money due and from the adverse impact
on Lender's ability to meet its other
obligations and to take advantage of other
investment opportunities, and that it is
extremely difficult and impractical to
determine those additional costs and
expenses.  Borrower also acknowledges that,
during the time that any monthly installment
under this Note is delinquent for more than
30 days or any other Event of Default has
occurred and is continuing, Lender's risk of
nonpayment of this Note will be materially
increased and Lender is entitled to be
compensated for such increased risk.
Borrower agrees that the increase in the rate
of interest payable under this Note to the
Default Rate represents a fair and reasonable
estimate, taking into account all
circumstances existing on the date of this
Note, of the additional costs and expenses
Lender will incur by reason of the Borrower's
delinquent payment and the additional
compensation Lender is entitled to receive
for the increased risks of nonpayment
associated with a delinquent loan.

     9.   Limits on Co-Maker's Personal
Liability.

(a)  Except as otherwise provided in this
Paragraph 9, Co-Maker shall have no personal
liability under this Note, the Security
Instrument or any other Loan Document for the
repayment of the Indebtedness or for the
performance of any other obligations of
Borrower under the Loan Documents, and
Lender's only recourse for the satisfaction
of the Indebtedness and the performance of
such obligations shall be Lender's exercise
of its rights and remedies with respect to
the Mortgaged Property and any other
collateral held by Lender as security for the
Indebtedness.  These limitations on Co-Makers
liability shall not limit or impair Lender's
enforcement of its rights against any
guarantor of the Indebtedness or any
guarantor of any obligations of Borrower.

          (b)  Co-Maker shall be personally
liable to Lender for the repayment of a
portion of the Indebtedness equal to zero
percent (0%) of the original principal
balance of this Note, plus any other amounts
for which Co-Maker has personal liability
under this Paragraph 9.

          (c)  In addition to Co-Maker's
personal liability under Paragraph 9(b), Co-
Maker shall be personally liable to Lender
for the repayment of a further portion of the
Indebtedness equal to any loss or damage
suffered by Lender as a result of (1) failure
of Co-Maker to pay to Lender upon demand
after an Event of Default all Rents to which
Lender is entitled under Section 3(a) of the
Security Instrument and Section 2 of the
Combined Security Agreement and Assignment of
Rents and Leases, and the amount of all
security deposits collected by Co-Maker from
tenants then in residence; (2) failure of Co-
Maker to apply all insurance proceeds and
condemnation proceeds as required by the
Security Instrument; (3) failure of Co-Maker
to comply with Section 14(d) or (e) of the
Security Instrument relating to the delivery
of books and records, statements, schedules
and reports; (4) commission of waste by Co-
Maker, including but not limited to failure
of Co-Maker to contemporaneously replace any
Personalty or Fixtures that Co-Maker removes
from the Mortgaged Property with items of
equal or better function and quality as
required by Section 17 of the Security
Instrument; or (5) failure to apply Rents,
first, to the payment of reasonable operating
expenses and then to amounts  ("Debt Service
Amounts") payable under this Note, the
Security Instrument or any other Loan
Document (except that Co-Maker will not be
personally liable (i) to the extent that Co-
Maker lacks the legal right to direct the
disbursement of such sums because of a
bankruptcy, receivership or similar judicial
proceeding, or (ii) with respect to Rents
that are distributed in any calendar year if
Co-Maker has paid all operating expenses and
Debt Service Amounts for that calendar year.)

          (d)  For purposes of determining
Co-Maker's personal liability under Paragraph
9(b) and Paragraph 9(c), all payments made by
Co-Maker or any guarantor of this Note with
respect to the Indebtedness and all amounts
received by Lender from the enforcement of
its rights under the Security Instrument or
the Loan Documents shall be applied first to
the portion of the Indebtedness for which Co-
Maker has no personal liability.

          (e)  Co-Maker shall become
personally liable to Lender for the repayment
of all of the Indebtedness upon the
occurrence of any of the following Events of
Default: (1) Land Trustee's or the
beneficiary of the trust referred to in the
first paragraph of this Note (the
"Beneficiary") acquisition of any property or
operation of any business not permitted by
Section 33 of the Security Instrument, or the
Beneficiary's acquisition or ownership of a
beneficial interest under any trust other
than the trust referred to in the first
paragraph of this Note; (2) a Transfer
(including, but not limited to, a lien or
encumbrance) that is an Event of Default
under Section 21 of the Security Instrument,
other than a Transfer consisting solely of
the involuntary removal or involuntary
withdrawal of a general partner in a limited
partnership or a manager in a limited
liability company; or (3) fraud or written
material misrepresentation by Borrower or any
officer, director, partner, member or
employee of Borrower in connection with the
application for or creation of the
Indebtedness or any request for any action or
consent by Lender.

          (f)  In addition to any personal
liability for the Indebtedness, Co-Maker
shall be personally liable to Lender for (1)
the performance of all of Land Trustee's
obligations under Section 18 of the Security
Instrument (relating to environmental
matters); (2) the costs of any audit under
Section 14(d) of the Security Instrument; and
(3) any costs and expenses incurred by Lender
in connection with the collection of any
amount for which Co-Maker is personally
liable under this Paragraph 9, including fees
and out of pocket expenses of attorneys and
expert witnesses and the costs of conducting
any independent audit of Borrower's books and
records in relation to the Mortgaged Property
to determine the amount for which Co-Maker
has personal liability.

          (g)  To the extent that Co-Maker
has personal liability under this Paragraph
9, Lender may exercise its rights against Co-
Maker personally without regard to whether
Lender has exercised any rights against the
Land Trustee or the Mortgaged Property or any
other security, or pursued any rights against
any guarantor, or pursued any other rights
available to Lender under this Note, the
Security Instrument, any other Loan Document
or applicable law. For purposes of this
Paragraph 9, the term "Mortgaged Property"
shall not include any funds that (1) have
been applied by Borrower as required or
permitted by the Security Instrument prior to
the occurrence of an Event of Default or (2)
Borrower was unable to apply as required or
permitted by the Security Instrument because
of a bankruptcy, receivership, or similar
judicial proceeding.

     10.  Voluntary and Involuntary
Prepayments.

          (a)  A prepayment premium shall be
payable in connection with any prepayment
made under this Note as provided below:

               (1)  Borrower may voluntarily
prepay all of the unpaid principal balance of
this Note on the last Business Day of a
calendar month if Borrower has given Lender
at least 30 days prior notice of its
intention to make such prepayment.  Such
prepayment shall be made by paying (A) the
amount of principal being prepaid, (B) all
accrued interest, (C) all other sums due
Lender at the time of such prepayment, and
(D) the prepayment premium calculated
pursuant to Schedule A.  For all purposes
including the accrual of interest, any
prepayment received by Lender on any day
other than the last calendar day of the month
shall be deemed to have been received on the
last calendar day of such month.  For
purposes of this Note, a "Business Day" means
any day other than a Saturday, Sunday or any
other day on which Lender is not open for
business.  Borrower shall not have the option
to voluntarily prepay less than all of the
unpaid principal balance.

               (2)  Upon Lender's exercise of
any right of acceleration under this Note,
Borrower shall pay to Lender, in addition to
the entire unpaid principal balance of this
Note outstanding at the time of the
acceleration, (A) all accrued interest and
all other sums due Lender, and (B) the
prepayment premium calculated pursuant to
Schedule A.

               (3)  Any application by Lender
of any collateral or other security to the
repayment of any portion of the unpaid
principal balance of this Note prior to the
Maturity Date and in the absence of
acceleration shall be deemed to be a partial
prepayment by Borrower, requiring the payment
to Lender by Borrower of a prepayment
premium.  The amount of any such partial
prepayment shall be computed so as to provide
to Lender a prepayment premium computed
pursuant to Schedule A without Borrower
having to pay out-of-pocket any additional
amounts.

          (b)  Notwithstanding the
provisions of Paragraph 10(a), no prepayment
premium shall be payable with respect to
(A) any prepayment made no more than 90 days
before the Maturity Date, or (B) any
prepayment occurring as a result of the
application of any insurance proceeds or
condemnation award under the Security
Instrument.

          (c)  Schedule A is hereby
incorporated by reference into this Note.

          (d)  Any permitted or required
prepayment of less than the unpaid principal
balance of this Note shall not extend or
postpone the due date of any subsequent
monthly installments or change the amount of
such installments, unless Lender agrees
otherwise in writing.

          (e)  Borrower recognizes that any
prepayment of the unpaid principal balance of
this Note, whether voluntary or involuntary
or resulting from a default by Borrower, will
result in Lender's incurring loss, including
reinvestment loss, additional expense and
frustration or impairment of Lender's ability
to meet its commitments to third parties.
Borrower agrees to pay to Lender upon demand
damages for the detriment caused by any
prepayment, and agrees that it is extremely
difficult and impractical to ascertain the
extent of such damages.  Borrower therefore
acknowledges and agrees that the formula for
calculating prepayment premiums set forth on
Schedule A represents a reasonable estimate
of the damages Lender will incur because of a
prepayment.

          (f)  Borrower further acknowledges
that the prepayment premium provisions of
this Note are a material part of the
consideration for the Loan, and acknowledges
that the terms of this Note are in other
respects more favorable to Borrower as a
result of the Borrower's voluntary agreement
to the prepayment premium provisions.

     11.  Costs and Expenses.  Borrower shall
pay all expenses and costs, including fees
and out-of-pocket expenses of attorneys and
expert witnesses and costs of investigation,
incurred by Lender as a result of any default
under this Note or in connection with efforts
to collect any amount due under this Note, or
to enforce the provisions of any of the other
Loan Documents, including those incurred in
post-judgment collection efforts and in any
bankruptcy proceeding (including any action
for relief from the automatic stay of any
bankruptcy proceeding) or judicial or non-
judicial foreclosure proceeding.

     12.  Forbearance.  Any forbearance by
Lender in exercising any right or remedy
under this Note, the Security Instrument, or
any other Loan Document or otherwise afforded
by applicable law, shall not be a waiver of
or preclude the exercise of that or any other
right or remedy.  The acceptance by Lender of
any payment after the due date of such
payment, or in an amount which is less than
the required payment, shall not be a waiver
of Lender's right to require prompt payment
when due of all other payments or to exercise
any right or remedy with respect to any
failure to make prompt payment.  Enforcement
by Lender of any security for Borrower's
obligations under this Note shall not
constitute an election by Lender of remedies
so as to preclude the exercise of any other
right or remedy available to Lender.

     13.  Waivers.  Presentment, demand,
notice of dishonor, protest, notice of
acceleration, notice of intent to demand or
accelerate payment or maturity, presentment
for payment, notice of nonpayment, grace, and
diligence in collecting the Indebtedness are
waived by Borrower and all endorsers and
guarantors of this Note and all other third
party obligors.

     14.  Loan Charges.  If any applicable
law limiting the amount of interest or other
charges permitted to be collected from
Borrower in connection with the Loan is
interpreted so that any interest or other
charge provided for in any Loan Document,
whether considered separately or together
with other charges provided for in any other
Loan Document, violates that law, and
Borrower is entitled to the benefit of that
law, that interest or charge is hereby
reduced to the extent necessary to eliminate
that violation.  The amounts, if any,
previously paid to Lender in excess of the
permitted amounts shall be applied by Lender
to reduce the unpaid principal balance of
this Note.  For the purpose of determining
whether any applicable law limiting the
amount of interest or other charges permitted
to be collected from Borrower has been
violated, all Indebtedness that constitutes
interest, as well as all other charges made
in connection with the Indebtedness that
constitute interest, shall be deemed to be
allocated and spread ratably over the stated
term of the Note.  Unless otherwise required
by applicable law, such allocation and
spreading shall be effected in such a manner
that the rate of interest so computed is
uniform throughout the stated term of the
Note.

     15.  Commercial Purpose.  Borrower
represents that the Indebtedness is being
incurred by Borrower solely for the purpose
of carrying on a business or commercial
enterprise, and not for personal, family or
household purposes.

     16.  Counting of Days.  Except where
otherwise specifically provided, any
reference in this Note to a period of "days"
means calendar days, not Business Days.

     17.  Governing Law.  This Note shall be
governed by the law of the jurisdiction in
which the Land is located.

     18.  Captions.  The captions of the
paragraphs of this Note are for convenience
only and shall be disregarded in construing
this Note.

     19.  Notices.  All notices, demands and
other communications required or permitted to
be given by Lender to Borrower pursuant to
this Note shall be given in accordance with
Section 31 of the Security Instrument.

     20.  Consent to Jurisdiction and Venue.
Borrower agrees that any controversy arising
under or in relation to this Note shall be
litigated exclusively in the jurisdiction in
which the Land is located (the "Property
Jurisdiction").  The state and federal courts
and authorities with jurisdiction in the
Property Jurisdiction shall have exclusive
jurisdiction over all controversies which
shall arise under or in relation to this
Note.  Borrower irrevocably consents to
service, jurisdiction, and venue of such
courts for any such litigation and waives any
other venue to which it might be entitled by
virtue of domicile, habitual residence or
otherwise.

     21.  Joint and Several Liability.    All
obligations under this Note shall be the
joint and several obligations of the Land
Trustee and the Co-Maker.  All obligations of
the Co-Maker under this Note shall be the
joint and several obligations of each of the
parties making up the Co-Maker.

     22.  Remedies.  The holder of this Note
may pursue its remedies under this Note
and/or under the Security Instruments
concurrently or independently against any
security for the payment of the Note, or
against all or any of the undersigned.

     23.  Execution.  This Note is executed
by the Co-Maker who owns one hundred percent
(100%) of the beneficial interest and one
hundred percent (100%) of the power of
direction in, to and under the trust
agreement referred to in the initial
paragraph of this Note to evidence its
personal liability as maker of the Note. Such
personal liability of the Co-Maker is limited
by the terms of this Note and the Loan
Documents.

     23.  Trustee's Exculpation.    This Note
is executed by the undersigned Land Trustee,
not personally or individually, but as
trustee of the land trust which holds title
to the Mortgaged Property, in the exercise of
the power and authority conferred upon and
vested in it as trustee.  It is expressly
understood and agreed by each original and
successive owner or holder of this Note that
nothing contained in this Note shall be
construed as creating any liability on the
Land Trustee in its personal or individual
capacity to pay this Note or any interest
that may accrue hereunder, and that any
recovery against the Land Trustee on this
Note shall be solely against and out of the
property that secures the repayment of the
obligation evidenced by this Note.

     24.  WAIVER OF TRIAL BY JURY.  BORROWER
AND LENDER EACH (A) AGREES NOT TO ELECT A
TRIAL BY JURY WITH RESPECT TO ANY ISSUE
ARISING OUT OF THIS NOTE OR THE RELATIONSHIP
BETWEEN THE PARTIES AS LENDER AND BORROWER
THAT IS TRIABLE OF RIGHT BY A JURY AND (B)
WAIVES ANY RIGHT TO TRIAL BY JURY WITH
RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY
SUCH RIGHT EXISTS NOW OR IN THE FUTURE.  THIS
WAIVER OF RIGHT TO TRIAL BY JURY IS
SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND
VOLUNTARILY WITH THE BENEFIT OF COMPETENT
LEGAL COUNSEL.

     ATTACHED SCHEDULES.  The following
Schedules are attached to this Note:

     |X |  Schedule A    Prepayment Premium
(required)

     | X  |     Schedule B    Modifications
to Multifamily Note


<PAGE>
     IN WITNESS HEREOF, the Borrower has
executed and delivered the Note as of the day
and year first above written.

                         Trustee:

                         AMERICAN NATIONAL
BANK AND TRUST
                         COMPANY OF CHICAGO,
not personally or
                         individually, but
solely as Trustee as set forth above

                         By:
________________________________

                         Title:
________________________________

                         Co-Maker:

                         KRUPP REALTY
COURTYARDS LIMITED
                         PARTNERSHIP, an
Illinois limited partnership

                         By:  Krupp Realty
Limited Partnership-VII, a
                              Massachusetts
limited partnership, its
                              general partner

                              By:  The Krupp
     Corporation, a Massachusetts

     corporation, a general partner

                                   By:
     ______________________________
                                        Name:
     Stephen C. Parthum
                                        Its:
         Duly Authorized Agent

                         Borrower's Tax I.D.
No.: 363473542


PAY TO THE ORDER OF FEDERAL HOME LOAN
MORTGAGE CORPORATION WITHOUT RECOURSE
THIS ___ DAY OF _____________, 1997

REILLY MORTGAGE GROUP, INC.

______________________________________
Susan Blumberg, Vice President<PAGE>
SCHEDULE A

 PREPAYMENT PREMIUM


Any prepayment premium payable under
Paragraph 10 of this Note shall be computed
as follows:

     (a)  If the prepayment is made between
the date of this Note and the date that is
114 months after the first day of the first
calendar month following the date of this
Note (the "Yield Maintenance Period"), the
prepayment premium shall be the greater of:

     (i)  1.0% of the unpaid principal
balance of this Note; or

     (ii) the product obtained by
multiplying:

          (A)  the amount of principal being
prepaid,

               by

          (B)  the excess (if any) of the
Monthly Note Rate over the Assumed
               Reinvestment Rate,

               by

          (C)  the Present Value Factor.

          For purposes of subparagraph (ii),
the following definitions shall apply:

          Monthly Note Rate: one-twelfth
(1/12) of the annual interest rate of the
Note, expressed as a decimal calculated to
five digits.

          Prepayment Date:  in the case of a
voluntary prepayment, the date on which the
prepayment is made; in any other case, the
date on which Lender accelerates the unpaid
principal balance of the Note.

          Assumed Reinvestment Rate:  one-
twelfth (1/12) of the yield rate as of the
date 5 Business Days before the Prepayment
Date, on the 6.625% U.S. Treasury Security
due May, 2007, as reported in The Wall Street
Journal, expressed as a decimal calculated to
five digits.  In the event that no yield is
published on the applicable date for the
Treasury Security used to determine the
Assumed Reinvestment Rate, Lender, in its
discretion, shall select the non-callable
Treasury Security maturing in the same year
as the Treasury Security specified above with
the lowest yield published in The Wall Street
Journal as of the applicable date.  If the
publication of such yield rates in The Wall
Street Journal is discontinued for any
reason, Lender shall select a security with a
comparable rate and term to the Treasury
Security used to determine the Assumed
Reinvestment Rate.  The selection of an
alternate security pursuant to this Paragraph
shall be made in Lender's discretion.

          Present Value Factor:  the factor
that discounts to present value the costs
resulting to Lender from the difference in
interest rates during the months remaining in
the Yield Maintenance Period, using the
Assumed Reinvestment Rate as the discount
rate, with monthly compounding, expressed
numerically as follows:



`              n = number of months remaining in Yield
Maintenance Period

          ARR = Assumed Reinvestment Rate

     (b)  If the prepayment is made after the expiration of the
Yield Maintenance Period but more than 90 days before the
Maturity Date, the prepayment premium shall be 1.0% of the unpaid
principal balance of this Note.

                         Trustee:

                         AMERICAN NATIONAL BANK AND TRUST
                         COMPANY OF CHICAGO, not personally or
                         individually, but solely as Trustee as
set forth above


                         By:  ________________________________

                         Title:
________________________________

                         Co-Maker:

                         KRUPP REALTY COURTYARDS LIMITED
                         PARTNERSHIP, an Illinois limited
partnership

                         By:  Krupp Realty Limited Partnership-VII, a
                              Massachusetts limited partnership,its
                              general partner

                        By:  The Krupp Corporation, a  Massachusetts
                                   corporation, a general partner

                        By:      ______________________________
                                        Name: Stephen C. Parthum
                                        Its:       Duly
     Authorized Agent
<PAGE>
SCHEDULE B

                MODIFICATIONS TO MULTIFAMILY NOTE

1.   Paragraph 9(c)(1) of this Note is amended to read as
follows:

          (1)  failure of Co-Maker to pay to Lender upon
               demand after an Event of Default all Rents to
               which Lender is entitled under Section 3(a)
               of the Security Instrument and Section 2 of
               the Combined Security Agreement and
               Assignment of Rents and Leases, and except to
               the extent properly applied to a tenant's
               obligations under the lease, the amount of
               all security deposits collected by Co-Maker
               from tenants then in residence;

2.   Paragraph 9 of this Note is amended to add the following
     subparagraph (h):

               (h)  Borrower shall be personally liable
          to Lender in (i) an amount equal to the
          amount necessary to complete any unfinished
          Repairs, as defined in the Security
          Instrument, and (ii) an amount equal to the
          amount necessary to pay any unpaid bills for
          materials, labor or services relating to the
          Repairs.

                         Trustee:

                         AMERICAN NATIONAL BANK AND TRUST
                         COMPANY OF CHICAGO, not personally or
                         individually, but solely as Trustee as
set forth above

                         By:  ________________________________

                         Title:
________________________________
<PAGE>

                         Co-Maker:

                         KRUPP REALTY COURTYARDS LIMITED
                         PARTNERSHIP, an Illinois limited
partnership

                         By:  Krupp Realty Limited Partnership-
VII, a
                              Massachusetts limited partnership,
its
                              general partner

                              By:  The Krupp Corporation, a
     Massachusetts
                                   corporation, a general partner

                                   By:
     ______________________________
                                        Name: Stephen C. Parthum
                                        Its:       Duly
     Authorized Agent