DEED OF TRUST NOTE


    $6,000,000.00                                  Baltimore,    Maryland
                                                     February 27, 1996

    For Value Received, HISTORIC PRESERVATION PROPERTIES  1990  L.P.  TAX
    CREDIT FUND, a Delaware limited partnership ("Borrower"),  having  an
    address at c/o Claremont Management  'Corp.,  Batterymarch  Park  II,
    Quincy, Massachusetts 02169, hereby promises  to  pay  to  the  order
    of AID ASSOCIATION FOR LUTHERANS, a Wisconsin  corporation  (AAL),
    the  principal  sum  of  Six  Million  Dollars  ($6,000,000.00)  (the
    "Loan"), and to pay interest from the date  that  AAL  disburses  the
    Loan  at  the  rate  of  seven  and  eighty-five  hundredths  percent
    (7.85%) per annum to be paid in legal tender  of  the  United  States
    of  America.     Payments  shall   be   by   preauthorized   Automated
    Clearinghouse transaction (ACH) or by such  other  reasonable  method
    as AAL directs, to its account at  Harris  Trust  and  Savings  Bank,
    Chicago, Illinois, Attention: Aid  Association  for  Lutherans,  Loan
    No. 74530, or at such other place  as  AAL  may  from  time  to  time
    designate to Borrower in writing.

    The principal and interest  of  this  Deed  Of  Trust  Note  ("Note")
    shall be due and payable in consecutive, equal  monthly  payments  of
    Forty Nine  Thousand  Six  Hundred  Twenty  Eight  Dollars  ($49,628)
    each,  commencing  on  the   fifteenth   (15th)   of   April,   1996,
    ("Commencement Date") and continuing on the  same  day  of  each  and
    every month thereafter  until  this  Note  shall  be  paid  in  full.
    Notwithstanding  anything  to  the  contrary,  the  remaining  unpaid
    principal balance and accrued  interest  thereon  shall  be  due  and
    payable on the fifteenth (15th) of March, 2016.        Each    monthly
    payment shall be applied first to payment  of  accrued  interest  and
    then to the reduction of principal.    Interest on this Note  will  be
    computed on the basis of a 360-day year  composed  of  twelve  30-day
    months.

    In the event the Loan is disbursed  more  than  one  month  preceding
    the "Commencement  Date",  interest  is  payable  thirty  (30)  days'
    prior to the Commencement Date.  If the Loan is  disbursed  less  than
    one month preceding the Commencement Date, interest will  be  payable
    on the Commencement Date, and  the  first  installment  of  principal
    and interest will be due one month later.

    Borrower reserves no right to prepay the Loan during loan  years  one
    through three (1 through 3), inclusive.  A loan year  is  each  twelve
    (12) month period  starting  one  month  prior  to  the  Commencement
    Date.  Commencing with the fourth (4th) loan year  through  the  sixth
    (6th) month  of  the  tenth  (10th)  loan  year  (premium  prepayment
    period), Borrower shall have the right, following the giving  of  not
    less than sixty (60) days, prior written notice  to  AAL,  to  prepay
    all (and not  less  than  all)  of  the  then  outstanding  principal
    balance of  this  Note,  together  with  all  interest  accrued,  but

                                




    unpaid thereon to the date of prepayment, plus a  premium  equal  to
    the amount prepaid times the  privilege  rate.  The  privilege  rate
    shall be equal to the product  obtained  by  taking  the  difference
    between (1) the interest rate oh the Loan and (2) the  market  yield
    of U.S. Treasury issues as quoted daily in The Wall  Street  Journal
    which have the closest maturity date (month and year)  to  the  date
    the Loan can be prepaid at par and multiplying  this  difference  by
    the remaining term of the premium prepayment period  (the  remaining
    term to be expressed as a fraction 'equal  to  the  number  of  days
    remaining in the premium prepayment period over 365).             The
    prepayment privilege fee will be reduced to a  present  value  on  a
    per period basis discounted at the above Treasury  issues  rate.  In
    no event, however, shall the fee be less than one  percent  (it)  of
    the outstanding principal balance of the Loan.      After  the  sixth
    (6th) month of the tenth (loth) loan year, the Loan may  be  prepaid
    at par, upon sixty (60) days' prior written notice to AAL.

    However, if there is a Disposition as described under  Section  1.3,
    Dispositions, of the Deed of Trust (hereinafter  defined)  and  such
    Disposition requires AAL's consent and AAL specifically  refuses  to
    give such consent, Borrower  may  prepay  with  a  premium  of  four
    percent (4%) of the  outstanding  principal  balance  of  the  Loan
    during loan years one through three (1 through 3) and at  all  other
    times fifty percent (50%) of the applicable  prepayment  premium  or
    one percent (1%) of the outstanding principal balance of the  Loan,
    whichever is greater.

    UPON AT LEAST SIX (6) MONTHS' PRIOR  WRITTEN  NOTICE,  AAL  HAS  THE
    OPTION TO DEC     THE ENTIRE UNPAID PRINCIPAL BALANCE  OF  THE  NOTE
    AND ALL  UNPAID,  ACCRUED  INTEREST  THEREON,  IMMEDIATELY  DUE  AND
    PAYABLE AT THE END OF  THE  TENTH  (IOTH)  LOAN  YEAR  OR  ANY  TIME
    THEREAFTER.

    Time is of the essence with respect to each and every obligation  of
    Borrower set forth in this Note.  In the event  that  Borrower  fails
    to transmit any monthly payment  of  this  Note  when  due,  a  late
    payment privilege fee of three percent (3%) of the  overdue  payment
    (but  in  no  event  less  than  Five  Hundred  and  No/100  Dollars
    ($500.00)) shall be due, which fee at AAL's  option  may  be  either
    required in addition to the monthly payment or Added  to  principal.
    Borrower   acknowledges   this   fee  is   reasonable  under     the
    circumstances existing at the time this Note is made  to  compensate
    AAL for its additional costs and  expenses  inc'ident to the  handling
    of  such  delinquent  installment,  including,  without  limitation,
    disruption of AAL's accounting and  bookkeeping  operations,  caused
    by Borrower's failure to make payment when  due,  and  the  loss  of
    AAL's ability to promptly reinvest the payments.

    The payment of this Note is secured by: An Indemnity Deed  of  Trust
    and Security Agreement ("Deed of  Trust")  of  even  date  given  by
    Henderson's Wharf Baltimore, L.P., a  Delaware  limited  partnership
    ("Guarantor") , as grantor, to  certain  trustees  therein  for  the
    benefit of AAL, as  beneficiary,  encumbering  certain  real   property
    located in the City of  Baltimore,  State  of  Maryland.  The  Deed  of
    Trust and all other documents ansi agreements  executed  and  delivered
    as security for this Note are referred to  collectively  as  the  "Loan
    Documents." Reference is hereby  made  to  the  Loan  Documents  for  a
    description  of  the  nature  and  extent  of  such  security  and  the
    rights of AAL with respect to these,agreements.

    Upon the  occurrence  of  any  of  the  following  events  ("Events  of
    Default"), AAL may, at its sole option, to be  exercised  at  any  time
    thereafter, with notice to the Borrower of  such  option  being  hereby
    expressly waived,  declare  the  entire  unpaid  principal  balance  of
    this Note and all unpaid, accrued  interest  thereon,  immediately  due
    and payable:

    (a) Failure of  Borrower  to  make  any  payment  of  principal  and/or
    interest on this Note within ten (10) days of its due date;

    (b) Failure of Borrower to comply with any provisions, obligations
    or other representations contained in this Note  or  any  of  the  Loa@
    Documents  and  such  failure  is  not  cured  by  the  performance  so
    required, and the remediation of any consequences  the  delay  in  such
    performance may have caused, within  fifteen  (15)  days  after  notice
    of  such  failure  is  given  to  Borrower,  provided,   however,   any
    failure shall be  deemed  an  Event  of  Default  upon  the  occurrence
    thereof (for which no notice shall  be  required  and  no  cure  period
    shall be available to Borrower)  if  such  failure  (i)  is  the  third
    (3rd) to occur within any period  of  twelve  (12)  consecutive  months
    (and  notice  of  the  f  irst  two  (2)  failures  has  been  sent  to
    Borrower) , regardless of whether the same or dif f erent failures  are
    involved and  notwithstanding  that  Borrower  may  have  cured  within
    any applicable cure  period  any  previous  failures  occurring  within
    such twelve (12) month period, or (ii)  in  the  reasonable  discretion
    of AAL, constitutes  or  creates  a  clear  and  present  emergency  or
    threat to property described in the  Deed  of  Trust  or  the  lien  or
    security interest created in any of the Loan Documents.         In   the
    event the f if teen (15) days cure period applies to  a  failure  under
    this  subparagraph  (b)  and  such  f  ailure  cannot,  in   the   sole
    discretion of AAL, reasonably be cured within said f if teen  (15)  day
    period, Borrower shall have an additional  thirty  (30)  days  to  cure
    such failure so long as Borrower  is  diligently  pursuing  said  cure.
    In no event shall the  cure  period  exceed  the  total  of  forty-five
    (45) days.

    The failure of AAL to  exercise  the  foregoing  option  or  any  other
    right or remedy  available  hereunder,  under  any  Loan  Document,  at
    law, or in equity, shall not constitute a waiver  of,  or  impair,  the
    right to exercise said option or any  other  right  or  remedy  in  the
    event of any continuing or @sequent such failure.

    Any amount payable under this Note which  is  unpaid  at  the  maturity
    thereof  (whether  by  acceleration  following  an  Event  of  Default,
    AAL's election to declare this Note due at or after the end  of  the
    tenth (10th) loan year, or at fixed maturity)  shall  bear  interest
    until paid at fifteen percent (15%) per annum ("Default Rate")  from
    and after maturity or the highest rate allowed by law, whichever  is
    less.

    Notwithstanding the above, Borrower agrees that upon the  occurrence
    of an Event of Default, followed by acceleration of the maturity  of
    this Note, a tender of an amount necessary  to  satisfy  the  entire
    indebtedness shall be deemed a  voluntary  prepayment,  and  to  the
    extent permitted by law,  shall  include  the  foregoing  prepayment
    privilege fee; provided further that if  such  tender  occurs  in  a
    period in which there is no  prepayment  privilege,  Borrower  shall
    pay a prepayment privilege fee in an  amount  equal  to  the  amount
    prepaid times the privilege rate defined  above,  but  in  no  event
    shall the fee be less than eight percent (8%-)  of  the  outstanding
    principal balance of the Loan.


    This Note shall  in  all  respects  be  governed  and  construed  in
    accordance with the laws of the State of Maryland.      The   parties
    intend and believe that each provision in this  Note  comports  with
    all  applicable  local,  state,  and  federal  laws   and   judicial
    decisions.  However, if any provision of this  Note  is  found  by  a
    court of law to be illegal, unenforceable,  or  contrary  to  public
    policy, then it is the  intent  of  all  parties  hereto  that  such
    provision be given force to the fullest  possible  extent  permitted
    by law, and that the remainder of this Note be construed as if  such
    illegal provision were not contained therein, and that  the  rights,
    obligations, and interests of Borrower and AAL under  the  remainder
    of this Note shall continue in full force and effect.  For  example,
    if from any circumstances whatsoever, fulfillment of  any  provision
    in this Note or the Loan Documents, would result in an  amount  paid
    or  agreed  to  be  paid  which  exceeds  the  highest  lawful  rate
    permissible under applicable usury laws, then, the obligation to  be
    fulfilled shall be reduced to the limit of  such  validity,  and  if
    AAL shall receive as interest  an  amount  which  would  exceed  the
    highest lawful rate, such amount shall be applied to  the  reduction
    of the unpaid principal balance due hereunder in the  inverse  order
    of maturity, and not to the payment of interest.

    In the event of any inconsistency between provisions  of  this  Note
    and those of the Loan Documents, the provisions of this  Note  shall
    control over those of the Loan Documents.

    All persons or corporations or other entities now  or  at  any  time
    liable,  whether  primarily  or  secondarily,  for  payment  of  the
    indebtedness evidenced by this  Note,  expressly  waive  presentment
    for payment, notice of dishonor, protest,  notice  of  protest,  and
    diligence in collection; and consent that the time  of  payment  may
    be extended or  released  by  AAL  without  in  any  way  modifying,
    releasing, or limiting Borrower's liability on the  Deed  of  Trust.


    Enforcement of Borrower's liability hereunder shall  be  limited  to
    the mortgaged property, and any other collateral  AAL  may  hold  to
    secure payment of this Note, and AAL shall not be entitled  to  seek
    or obtain any def iciency judgment  against  Borrower,  except  that
    Borrower (but not its constituent  partners)  shall  be  and  remain
    fully personally liable for the following:

         (i)   tenant security deposits in respect of each lease to  the
    extent not used to satisfy tenant arfearages of rent or  to  satisfy
    damages caused by tenant default;

         (ii) rents paid more than one (1) month in advance of  its  due
    date;

         (iii) rents and other similar  sums  received  by  Borrower  or
    Guarantor from the mortgaged property  after  an  Event  of  Default
    unless applied to (A) normal and  necessary  operating  expenses  of
    the mortgaged property or (B) the  indebtedness  evidenced  by  this
    Note (It is understood and agreed that  all  revenues  derived  from
    the mortgaged property are to be held by Borrower and  Guarantor  as
    a trust fund to be used first for the payments due under  this  Note
    and the then due and payable legitimate operating  expenses  of  the
    mortgaged property and only after such payments shall  the  revenues
    be  used  for  Borrower's  or  Guarantor's   personal   use   and/or
    distribution);

         (iv) insurance  or  condemnation  proceeds  used  for  purposes
    other than those set forth in Section 1.4 or in Article III  of  the
    Deed of Trust, or as otherwise approved in writing by AAL;

         (v)   amounts necessary to pay taxes, assessments or any  other
    charges  by  a  governmental  entity  which  are  a  lien  upon  the
    mortgaged property at the time AAL takes actual  possession  of  the
    mortgaged property or has a receiver appointed;

         (vi)  amounts  necessary  to   pay   any   construction   lien,
    mechanics, liens, materialmen's liens or similar type  lien  against
    the mortgaged property arising  out  of  the  act  or  omissions  of
    Borrower  or  Guarantor,  provided,  however,  that   Borrower   and
    Guarantor shall have the right to contest the amount or validity  of
    any such lien, by appropriate legal proceedings if:  (x)  the  legal
    proceedings shall operate to prevent the  collection  of  such  lien
    and (y) Borrower and Guarantor shall deposit. with AAL or  with  the
    appropriate  court  or  other  governmental   authority   or   title
    insurance  company  satisfactory  to  AAL  an  amount,   with   such
    subsequent additions thereto as may be necessary  or  sufficient  in
    AAL's opinion  to  pay  such  liens,  together  with  all  estimated
    interest and penalties in connection therewith;

         (vii) taxes and fees required to  be  paid  to  any  government
    entity for the transfer of title;

         (viii)   damages   suffered    by   AAL   due   to     material
    misrepresentation or  waste  committed  by  Borrower,  Guarantor  or
    their respective agents or employees; and

         (ix) all actual attorneys' fees and  other  costs  incurred  by
    AAL in order to recover from Borrower and/or Guarantor  any  amounts
    for  which  Borrower  or  Guarantor  remains  personally  liable  as
    provided in subparagraphs (i) through (viii) above.

         Further, Borrower (but  not  its  constituent  partners)  shall
    remain personally liable for the prompt payment of the Loan, to  the
    extent of the then outstanding principal amount of  the  Loan,  plus
    accrued but unpaid interest thereon and any other sums due  pursuant
    to this Note or the Loan Documents, and actual attorneys'  fees  and
    all other costs of collection, upon the occurrence  of  any  of  the
    following:

         (i)   Borrower or Guarantor used fraud to induce  AAL  to  make
    the Loan evidenced by this Note;

         (ii) AAL is prevented from acquiring  title  to  the  mortgaged
    property following an Event of Default and AAL  is  unsuccessful  in
    collecting  on  any  title  insurance  policy  that  it   holds   in
    connection with the mortgaged  property  because  of  forfeiture  of
    Borrower's or Guarantor's title under federal, state or local  laws;

         (iii) Borrower or Guarantor voluntarily  files  a  petition  or
    commences any case or proceeding under any provision or  chapter  of
    the United States Bankruptcy Code or  any  partner  of  Borrower  or
    Guarantor, or Terrence P.  Sullivan  or  any  entity  controlled  by
    Terrence P. Sullivan files an involuntary petition against  Borrower
    or Guarantor;

         (iv) Borrower or Guarantor makes  an  unconsented  transfer  of
    interest in  the  mortgaged  property  as  defined  in  Section  1.3
    ("Dispositions") of the Deed of Trust.

    The obligations of the general partners of Borrower  are  joint  and
    several under this Note and the Loan Documents.

    If Borrower or Guarantor  fails  to  perform  any  of  the  required
    covenants in this Note or the  Deed  of  Trust  or  any  other  Loan
    Document, or if AAL is made a party to any litigation by  reason  of
    this Note or the Deed of Trust or any other Loan Document or if  AAL
    asserts or defends any of its rights  in  a  bankruptcy  proceeding,
    then the Borrower shall pay  all  out-of  -pocket  expenses  of  AAL
    (including but not limited  to  actual  fees  and  disbursements  of
    counsel retained by AAL and the  allocated  costs  for  services  of
    AAL's in-house counsel) incurred, together with interest thereon  at
    the  Default  Rate  from  the  date  such  expenses  are   incurred.
    Borrower further covenants and agrees to pay any tax  which  is  due
    or becomes due in respect to the issuance or recording of  the  Loan

   Documents or any security interest created thereby, and agrees     to
   hold harmless and indemnify AAL against any liability incurred     by
   reason of the imposition of any such tax.

   In addition to all liens upon, and rights of setoff against,      the
   money, securities or other property  of  Borrower  given  to  AAL  by
   law, Borrower hereby pledges,  assigns,  conveys,  and  transfers  to
   AAL a lien upon, security title  to,  a  security  interest  in,  and
   right of setoff against all money, securities and other  property  of
   Borrower now or hereafter in the possession of  or  on  deposit  with
   AAL, whether held in a general or special  account  or  deposit  with
   AAL,  or  for  safe-keeping  or  otherwise,  and  every  such   lien,
   security title,  security  interest,  and  right  of  setoff  may  be
   exercised without demand upon or notice to Borrower.        No   lien,
   security title, security  interest,  or  right  of  setoff  shall  be
   deemed to have been waived by any act  or  conduct  on  the  part  of
   Lender, or by any neglect to exercise such right of  setof  f  or  to
   enforce such lien, security title or security  interest,  or  by  any
   delay  in  so  doing,  and  every  lien,  security  title,   security
   interest, and right of setof f  shall  continue  in  full  force  and
   effect until specifically waived or  released  by  an  instrument  in
   writing executed by AAL.

   Borrower waives trial by jury in any action brought on, under  or  by
   virtue of this Note.

   Any litigation in connection with,  or  arising  out  of,  this  Note
   shall be brought in the state or  federal  court  for  the  Baltimore
   City, Maryland.  Borrower and AAL hereby  consent  to  such  court'  a
   exercise of personal jurisdiction  over  them.  Borrower  irrevocably
   appoints   Terrence   P.   Sullivan,    c/o  Claremont     Management
   Corporation, Batterymarch Park II, Quincy, Massachusetts,  02169,  as
   Borrower's agent for receipt of  service  of  process  on  Borrower's
   behalf in connection with any suit, writ,  attachment,  execution  or
   discovery  or  supplementary  proceedings  in  connection  with   the
   enforcement of this Note.  Service shall  be  effected  by  any  means
   permitted by the court in which any action is  filed,  or,  at  AAL's
   option, by mailing  process,  postage  prepaid,  by  certified  mail,
   return  receipt  requested,  either  to  Borrower's  agent   at   the
   foregoing address or to Borrower at Borrower' a address set forth  on
   the f irst page of this Note.     Service shall be deemed ef f  ective
   upon receipt.  Borrower and AAL may  designate  a  change  of  address
   for purposes of this paragraph by written notice to the  other  given
   by certified mail, return receipt requested, at least ten  (10)  days
   before such change of address is to become effective.



    In Witness Whereof, the Borrower has caused this  Note  to  be  duly
    executed as of the day and year first above written.


                             "Borrower"
                        HISTORIC PRESERVATION PROPERTIES 1990  L.P.  TAX
                        CREDIT FUND, a Delaware limited partnership
                        By: BOSTON HISTORIC PARTNERS  L.P.,  a  Delaware
                             limited  partnership,  its   sole   general
                             partner
                             By:  BHP  II  ADVISORS  L.P.,  a   Delaware
                                   limited   partnership,    its    sole
                                   general partner
                                   By: PORTFOLIO ADVISORY  SERVICES  II,
                                        INC.,     a        Massachusetts
                                        corporation, general partner
                                        by:  Terrence P. Sulivan,
                                             President
                                   and

                                        By:  Terrence P. Sullivan
                                             General Partner




   This is to certify that this is this Note described  in  a  certain
   Indemnity Deed of Trust and Security Agreement  dated  as  of  even
   date herewith on the mortgaged property located in Baltimore  City,
   Maryland, described therein on a loan made by Aid  Association  for
   Lutherans.  This Note and the Indemnity Deed of Trust  and  Security
   Agreement securing same were executed in    presence.


                                      Notary Public
                                      Joseph Flynn


                                      My Commission Expires
                                      8/27/97