This document should be returned after recording to:

Peggy DeMuth
Berkshire Mortgage Finance
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 December 1999 by and among KRUPP GOVERNMENT INCOME  TRUST,  a
Massachusetts business trust ("GIT");  BERKSHIRE MORTGAGE FINANCE CORPORATION, a
Massachusetts  corporation (the "First Mortgagee");  LIFESTYLES AT BOOT RANCH, a
Florida  general   partnership   (the   "Partnership");   and  M&D  Palm  Harbor
Partnership,  a Florida partnership,  and FL-TAMPA,  Inc., a Florida corporation
(collectively, the "Partners" or "Borrowers").

                                   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) 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 hereto
attached  (the  "Project")  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, 1990 (the "Regulatory Agreement") and recorded in the Official
     Records of Pinellas County,  Florida 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 rate on the Coinsured Loan was 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;

<PAGE>

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 and recorded in the Official
Records of Pinellas  County,  Florida in Book 7447, Page 1096 (the  Subordinated
Note  and   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  Eight  Hundred  Seventeen  Thousand Six Hundred  Sixty-five  and No/100
Dollars  ($1,817,665.00)  (the  "Additional  Loan"),  which  Additional  Loan is
secured by Pledge and Security Agreements and UCC financing  statements with all
documents  dated  December  11,  1990   (collectively,   the  "Additional   Loan
Documents");

WHEREAS, the Additional Loan Agreement was amended in the Addendum to Additional
Loan Agreement executed by the Partners and GIT on May 14, 1992;

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

WHEREAS,  the  Partnership,  Partners,  the First  Mortgagee  and GIT executed a
Modification Agreement dated August 1, 1996 (the "1996 Modification  Agreement")
that  provided debt service  relief on the  Coinsured  Loan for two years ending
December 31, 1997,  that changed the payment  obligations  under the  Additional
Loan Documents, and that changed the participation features of the Participating
Loan Documents for that period;

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  Coinsured  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 described
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  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.   Coinsured  Loan  Default.  The  Coinsured  Loan  must be  fully  reinstated
     concurrent with the execution of this Agreement.  All delinquent principal,
     interest,  escrow  deposits  and  late  charges  then  owing  to the  First
     Mortgagee must be paid in full through the date of execution.

<PAGE>

3. Interest Rebate.  The Partnership shall continue to make monthly debt service
payment in accordance with the Coinsured Note.  Retroactively to January 1, 1998
and during the period of the next ten years thereafter (the "Workout Term"), GIT
will rebate monthly to the Partnership  the difference  between (i) the interest
rate payable under the Coinsured  Note (i.e.,  8.5% per annum) and (ii) the rate
indicated  for each of the  following  calendar  years  during the Workout  Term
(collectively, the "Modified Rate"):

                         Calendar Year              Modified Rate
                             1998                       6.75%
                             1999                       6.75%
                             2000                       7.00%
                             2001                       7.00%
                             2002                       7.00%
                             2003                       7.00%
                             2004                       7.00%
                             2005                       7.00%
                             2006                       7.00%
                             2007                       7.00%

4.   Partnership  and/or  Partners'  New Equity  Contribution.  The  Partnership
     and/or the Partners will provide upon execution of this Agreement an equity
     contribution  of $550,000 to be  deposited  in an  interest-bearing  escrow
     account controlled by GIT.  Withdrawals from the escrow account may be used
     solely for  Project  repairs  and  replacements  mutually  agreed to by the
     managing general partner of the Partnership and GIT.

5.   Additional  Interest  under  the  Subordinated  Note.  Paragraph  1 of  the
     Subordinated Note,  Payment of Additional  Interest appearing on pages two,
     three and  four,  is hereby  deleted  in its  entirety.  The  following  is
     substituted in lieu thereof.

     1.  Additional  Interest.  The Maker covenants and agrees to pay the Holder
"Additional  Interest"  which  shall  mean  and  include  "Participating  Income
Interest"  and  "Participating  Appreciation  Interest"  as defined  below.  All
payments of Participating  Income Interest made by the Maker to the Holder under
this  Subordinated Note shall be calculated in accordance with the provisions of
this  Paragraph 1 and shall be applied  towards those amounts due to the Holder,
GIT,  under the  Additional  Loan  Documents.  Notwithstanding  anything  to the
contrary  contained  or implied in the  preceding  sentence,  the Maker shall be
obligated only for payments of Additional Interest pursuant to this Subordinated
Note and shall not be in any way directly  liable for making  payments under the
Additional Loan Note, except for the guarantee  specifically providing for under
Section 8.N. of the Additional Loan Agreement.

     A. Participating Income Interest.  Participating Income Interest shall mean
fifty percent (50%) of the following:

     (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  refinancing,
casualty  insurance  proceeds,  and capital  contributions to the Maker from any
Partner);

<PAGE>

     (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  purpose  of  calculating  Participating  Income  Interest,  any
management fees in excess of 4% gross income,  or such higher  management fee as
HUD or the  Lender  may  determine  to be  necessary  in order to obtain  proper
management  of the  Project,  shall not be  recognized  as a deduction  from the
Maker's   distributable   Surplus  Cash  or  unrestricted  cash  in  determining
Participating Income Interest.

Participating  Income  Interest shall be deemed to be earned on an annual basis,
concurrent  with the  calculation  period for Surplus Cash,  beginning  with the
first full  fiscal year after the  execution  of this  Agreement.  Participating
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
Participating  Income Interest,  Holder may review the Maker's 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.

B. Participating Appreciation Interest. Participating Income Interest shall mean
and include,

(i)  in the  event of a Sale or a  Refinancing,  Net  Proceeds  from the Sale or
     Refinancing  Transaction  allocated  as follows  (all terms as  hereinafter
     defined):

     (a) pari parsu 50% to the Maker and 50% to the Holder up to an aggregate of
the first $1,100,000 of Net Proceeds,
     (b) pari parsu 25% to the Maker and 75% to the Holder up to an aggregate of
the next $1,690,220 of Net Proceeds, and
     (c) pari  parsu 50% to Maker and 50% to the  Holder  of any  remaining  Net
Proceeds; or

(ii)  upon  the  Accelerated  Maturity  Date or upon  acceleration  pursuant  to
Paragraph  1.D.   below,  an  allocation  of  the  Value  over  the  Outstanding
Indebtedness as follows (all terms as hereinafter defined):

     (a) pari parsu 50% to the Maker and 50% to the Holder up to an aggregate of
the first $1,100,000 of Net Proceeds,
     (b) pari parsu 25% to the Maker and 75% to the Holder up to an aggregate of
the next $1,690,220 of Net Proceeds, and
     (c) pari  parsu 50% to Maker and 50% to the  Holder  of any  remaining  Net
Proceeds.

"Sale" means any bona fide sale,  transfer,  conveyance,  assignment,  exchange,
liquidation  or other  disposition  for value to a third party or parties of the
Project or of 10% or more of the beneficial  interest in the Maker,  including a
transfer as  described  in Section 6.0 below.  Any sale to a "Related  Party" or
"Affiliate" must receive the prior

<PAGE>

written approval of the Holder. A "Related Party" includes,  without limitation,
any spouse, brother, sister, parent, child or grandchild or the Maker or general
partner of the Maker. An "Affiliate"  means, as to the Maker,  any individual or
entity (i) that directly or indirectly  controls or is controlled by or is under
common control with the Maker, (ii) that is an officer of, partner in or trustee
of, or serves in a similar capacity with respect to the Maker of which the Maker
is an officer,  partner or trustee, or with respect to which the Maker serves in
a  similar  capacity,  or  (iii)  that  is the  beneficial  owner,  directly  or
indirectly,  of 10% or more of any class of equity securities of the Maker or of
which the Maker is directly or indirectly  the owner of 10% or more of any class
of equity securities.

"Refinancing"  means the  payment  in full of the  Coinsured  Loan  prior to the
Maturity  Date from the  proceeds  of a loan or loans  secured by the Project or
loans  secured  by a pledge of any  beneficial  interest  in the  Project or the
Maker.

"Net Proceeds from a Sale or Refinancing Transaction" means,

(i)  in the case of a Sale, all consideration  paid in connection with a Sale of
     the Project including the stated purchase price,  cash, notes,  interest on
     any  deferred  portion of the  purchase  price and the value of any and all
     other consideration for or with respect to the Project, direct or indirect,
     and  whether  paid to the Maker or to any other  person or party,  less (a)
     prorations and reasonable selling expenses including reasonable independent
     third party broker's commissions, (b) title searches, (c) survey costs, (d)
     recording  costs,  escrowed  charges and transfer taxes, and (e) reasonable
     attorneys' fees paid by Maker in connection with such Sale, or

(ii) in the case of a Refinancing,  "Value" less "Outstanding  Indebtedness" and
     (a)  points  paid  by the  Maker  as  origination  fees  on the  loan,  (b)
     reasonable  underwriting  expenses paid by the Maker,  including appraisal,
     engineering,  environmental and survey fees, and (c) reasonable  attorneys'
     fees paid by the Maker to close the loan.

"Outstanding Indebtedness" means:

(i)  the unpaid  principal  balance of the  Coinsured  Loan and all  accrued and
     unpaid interest thereon;

(ii) any and all other  sums  then due and  owing by the Maker to the  Lender in
     accordance with the Coinsured Mortgage,  including, without limitation, (a)
     all late charges and any  applicable  penalties,  (b) all amounts which the
     Lender  may  have  advanced  to pay  obligations  of the  Maker  under  the
     Coinsured Mortgage  (including,  without  limitation,  insurance  premiums,
     taxes,  costs of  maintenance  and repair of the  Project,  title costs and
     filing  fees and  charges),  together  with  interest  thereon  at the rate
     stipulated  in the  Coinsured  Note,  reduced  by all  insurance  proceeds,
     condemnation awards, or reserve or escrowed funds to which the Lender shall
     then be entitled.

In connection with a Sale of a beneficial  interest in the Maker that is greater
than  10% of the  total  beneficial  interests  in the  Maker,  the  Outstanding
Indebtedness, as calculated in subparagraphs (i) and (ii) above shall be reduced
proportionately so that it

<PAGE>

bears the same ratio to the total  Outstanding  Indebtedness  that the amount of
the  beneficial  interest  sold  bears  to the  total  of all of the  beneficial
interests in the Maker.

"Value" of the Project  shall be  determined  by an  appraisal  of the  Project,
prepared not earlier than sixty (60) days prior to, as applicable,  the Maturity
Date or the date of Refinancing.  The appraisal shall be prepared by a qualified
M.A.I.  appraiser  selected by the Maker from a list of three M.A.I.  appraisers
selected by the Holder.  The  determination of appraised value shall be based on
the then prevailing market rates for comparable  multifamily rental space in the
same  vicinity  of the  Project  even if the actual rent then being paid is less
than the rental income of the Project shown in the  appraisal.  To determine the
highest appraised value, the appraisal shall separately specify:

     (i) The Value of the Project  assuming the Coinsured Loan may be assumed by
the  purchaser of the Project with  financing  charge or expense  imposed by the
Holder in connection  with such  assumptions  (other than fees  permitted by the
Secretary of HUD for approving a transfer of physical assets);

     (ii) The Value of the Project assuming the Loan may not be assumed; and

     (iii)  The Value of the  Project  assuming  conversion  to  condominium  or
cooperative ownership, provided, however, that there is evidence satisfactory to
the Holder that there exists a market for condominium or cooperative conversions
in the area where the Project is located and taking  into  account an  allowance
for reasonable costs incurred in connection with such conversion. In the absence
of such evidence, Value shall be determined in accordance with subparagraphs (i)
and (ii) above.

The Value established under (i) above may be utilized only if the Holder has not
elected to direct the Lender to declare the  principal sum owing with respect to
the Coinsured Loan to be due and payable.

In the  event  either  the Maker or Holder  does not agree  with the  appraisal,
within ten (10) business days after receipt thereof, the party not agreeing with
the  appraisal  must notify the other  party,  and the Holder  will  arrange for
another  appraisal of the Project by one of the other two M.A.I.  appraisers  on
the list,  which  appraisal  must be  completed  and  submitted to the Maker and
Holder within sixty (60) days.

If the second  appraisal amount differs from the first appraisal amount by 5% or
less,  the average of the two appraisals  shall become the Value.  If the second
appraisal  differs  from the first  appraisal  by more than 5% and the Maker and
Holder to not agree upon  Value,  within ten (10) days the two  appraiser  shall
select a third M.A.I.  appraiser who shall review the two  appraisals and within
thirty (30) days shall establish the Value.

The  cost  of the  first  appraisal  shall  be paid by the  Maker.  The  cost of
subsequent appraisals will be divided equally between Maker and Holder.

C.   Participating  Appreciation  Interest shall be deemed earned and payable on
     the  first  to  occur  of (i) the  date of Sale or  Refinancing;  (ii)  the
     Maturity Date or Accelerated Maturity Date, or (iii) a permitted prepayment
     of all sums owed under this Subordinated Note and the Coinsured Note.

<PAGE>

     D.   Notwithstanding the foregoing, in the event of a default by the Maker,
          and upon the Holder's election, in its sole discretion,  to accelerate
          all amounts owned under this Subordinated  Note, the Holder may obtain
          the appraisal  described  above,  and the  Participating  Appreciation
          Interest,  if any,  owed to the  Holder as a result of such  appraisal
          shall be due and  payable  within  ten (10)  days  after a copy of the
          completed appraisal is delivered to the Maker.

     E.   Notwithstanding  any  provision  herein  to the  contrary,  the  Maker
          expressly  understands  and agrees to pay to the Holder all Additional
          Interest  which has not been paid,  when the  Secretary  of HUD or his
          successors  or  assigns is no longer the  coinsurer  of the  Coinsured
          Loan.

6. Operating Loan Notes and Interest Advance. Principal and interest outstanding
for the  following  four (4)  Operating  Loan  Notes  and the  Interest  Advance
outstanding under the 1996 Modification  Agreement shall be payable  exclusively
from the  amounts  payable  to Holder  as  Participating  Appreciation  Interest
pursuant to this  Agreement.  Any such payments  shall be credited first against
accrued and unpaid  interest due under the Operating Loan Notes,  second against
principal  due under the  Operating  Loan Notes,  and third against the Interest
Advance outstanding under the 1996 Modification Agreement. The current principal
balances are:
<TABLE>
<CAPTION>

         <S>                                                           <C>
         Operating Loan Note dated September 1, 1993                   $  32,710
         Operating Loan Note dated March 1, 1994                          32,681
         Operating Loan Note dated September 1, 1994                      32,706
         Operating Loan Note dated September 1, 1995                      12,840
         Interest Advance for 1996                                       101,458
         Interest Advance for 1997                                       101,003
         Total Current Outstanding Principal                           $ 313,398
</TABLE>

7.  Acceleration  of Maturity Date. The first paragraph of Paragraph 3.A. of the
Subordinated  Note,  Acceleration of Maturity appearing at the top of page five,
is hereby deleted and the following is substituted therefore.

At any time on or after the 14th anniversary of Final Endorsement,  namely, June
14,  2006,  the Holder of this  Subordinated  Promissory  Note may,  in its sole
discretion, upon not less than twelve (12) calendar months written notice to the
Maker,  accelerate  the  Maturity  Date  ("Accelerated  Maturity  Date") of this
Subordinated Note:

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  Participating  Income  Interest  shall  be due and
          payable  within 90 days of the end of any fiscal year in which Surplus
          Cash was generated.

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

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

<PAGE>

10. Base  Interest on Additional  Loan.  Section  1.(e) of the  Additional  Loan
Agreement is hereby  deleted in its entirety and the  following  substituted  in
lieu thereof:

     (e)  "Base  Interest"  shall mean any surplus  cash earned by the Holder in
          any calendar year and  characterized as Participating  Income Interest
          in accordance with the terms of the Subordinated Note.

11. Capital Calls.  Paragraph  1.(f) of the Additional  Loan Agreement is hereby
deleted in its entirety.

12. Preferred  Interest on Additional Loan. Section 1.(n) 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.

13. Payment of Additional  Loan.  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 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
          Participating  Income Interest but credited as Base Interest under the
          Additional Loan Note.

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

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

15.  Acceleration of Payment Date. Section 6.A. of the Additional Loan Agreement
is hereby deleted in its entirety and the following substituted in lieu thereof:

     A.   At any  time on or  after  the  14th  anniversary  date  of the  Final
          Endorsement, namely, June 14, 2006, the Holder of this Additional Loan
          Agreement may, in its sole discretion,  upon not less than twelve (12)
          calendar  months  written  notice  to the  Borrowers,  accelerate  the
          Payment Date of the Additional Loan Note.

16.  Additional Loan Note. The first paragraph of the Additional Loan Note shall
be deleted in its entirety and the following substituted in lieu thereof:

FOR  VALUE   RECEIVED,   FL-TAMPA,   INC.   AND  M&D  PALM  HARBOR   PARTNERSHIP
(collectively,  the  "Borrowers")  jointly and  severally  promise to pay to the
order of Krupp Government Income Trust, a Massachusetts business trust organized
and  existing  under  the  laws of  Massachusetts  ("Holder")  or  order,  as it
principal place of business at One Beacon Street, Boston, Massachusetts 02108 or
at such other place as may be designated in writing by Holder, the principal sum
of One Million  Eight  Hundred  Seventeen  Thousand Six Hundred  Sixty-Five  and
No/100  Dollars  ($1,817,665.00)  together  with Base  Interest  as that term is
defined in and computed in  Subsections  1(e) of the  Additional  Loan Agreement
executed  between Holder and Borrowers of even date herewith and attached hereto
and made a part hereof (the "Additional Loan Agreement") as follows:

<PAGE>


     A.   Unless  otherwise  accelerated as provided herein or in the Additional
          Loan Agreement,  the outstanding principal balance shall be payable on
          the earlier of the 15th anniversary of the Final  Endorsement,  namely
          May 14, 2007 (the "Payment Date").

     B.   Base  Interest  shall be payable in annual  installments  equal to the
          Holder's  share  of  Surplus  Cash  payable  as  Participating  Income
          Interest in accordance with the Subordinated  Note,  within 90 days of
          the end of each fiscal year in which Surplus Cash is generated.

     C.   This Note may be prepaid in full without prepayment penalty so long as
          any  amounts  due  under  the  Coinsured  Note  and  the  Subordinated
          Promissory Note have been paid in full at the time of such prepayment.

17. 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.

18. Notice Requirements.

     (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  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 hereto
at the following addresses:

                  If to the Partnership or Partners:

                  c/o  Forest City Enterprises
                  700 Terminal Tower
                  Cleveland, Ohio 44113
                  Attention:  James J. Prohaska

                  If to the Partners:

                  FL-Tampa, Inc.
                  c/o Forest City Enterprises
                  700 Terminal Tower
                  Cleveland, Ohio 44113
                  Attention:  James J. Prohaska

                  M&D Palm Harbor, Inc.
                  3816 W. Linebaugh Ave., Suite 105
                  Tampa, Florida 33624
                  Attention:  Kenneth Mamula
<PAGE>

                  If to the First Mortgagee:

                  Berkshire Mortgage Finance Corporation
                  One Beacon Street
                  Boston, Massachusetts 02108

                  If to GIT:
                  c/o  Berkshire Mortgage Finance Corporation
                  One Beacon Street
                  Boston, Massachusetts 02108

                  with a copy to
                  Peabody & Brown
                  Suite 800
                  1255 23rd Street, NW
                  Washington, D.C.  20037
                  Attention: George L. Daves, Esquire

     (b) Any party  hereto  may change the  address  to which  notices  shall be
directed  under this paragraph 17 by giving ten (10) days written notice of such
change to the other parties.

19. 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 Additional Loan Documents
and this  Agreement  shall not be  construed  as a  novation,  renegotiation  or
release under any of these documents.

20. 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 the matters  expressly set forth herein,  the  Partnership
and the Partners  hereby release and forever  discharge the First  Mortgagee and
GIT  and  all  its  directors,  officer,  employees,   administrators,   agents,
subsidiaries,   affiliates,   appraisers,   inspectors,  accountant,  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.

<PAGE>


21.  Representation  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.

22. 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.

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

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

25. 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.

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:  James J. Prohaska
                     Title: Executive Vice President

            By:      M&D Palm Harbor Partnership, a Florida partnership,
                     general partner


            By:

                     Name:  Kenneth G. Mamula
                     Title: General Partner


            PARTNERS:
            FL-Tampa, Inc., a Florida corporation


            By:

                     Name:  James J. Prohaska
                     Title: Executive Vice President

<PAGE>

            M&D Palm Harbor Partnership, a Florida partnership


            By:

                     Name:  Kenneth G. Mamula
                     Title: General Partner


            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




COUNTY OF:   Cuyahoga

STATE OF OHIO

The foregoing  instrument was  acknowledged  before me this __th day of December
1999 by   James J. Prohaska,  Executive Vice President  of FL-Tampa, Inc., a
Florida  corporation,  a general  partner of Lifestyles at Boot Ranch, a Florida
general partnership, on behalf of said partnership.

         WITNESS my hand and Notarial Seal.


                                                  Jennifer E. Carpenter

                                               NOTARY PUBLIC, State of Ohio
                                               Recorded in Cuyahoga County
                                             My Commission Expires Mar.17,2002
<PAGE>

My Commission Expires:

COUNTY OF:   Hillsborough

STATE OF:    Florida

The foregoing  instrument was  acknowledged  before me this __th day of December
1998 by  Kenneth G. Mamula,  General Partner  of M&D Palm Harbor,
Inc., a Florida  corporation,  a general  partner of Lifestyles at Boot Ranch, a
Florida general partnership, on behalf of said partnership.

         WITNESS my hand and Notarial Seal.


                                                  Mary Ann Pyett

                                          NOTARY PUBLIC, State of Florida
                                              Commission # CC 783993
                                               Expires NOV.19,2002
                                        Bonded Thru Atlantic Bonding Co.,Inc.

My Commission Expires:

COUNTY OF SUFFOLK

COMMONWEALTH OF MASSACHUSETTS

The foregoing  instrument was  acknowledged  before me this __th day of December
1998 by Carol J.C. Mills, Vice President of BRF Corporation,  general partner of
Berkshire  Mortgage  Advisors Limited  Partnership,  advisor to Krupp Government
Income Trust, a Massachusetts business trust, on behalf of said trust.

         WITNESS my hand and Notarial Seal.


                                                 Theresa T. Campbell
                                                    NOTARY PUBLIC

My Commission Expires:  March 13, 2003



COUNTY OF SUFFOLK

COMMONWEALTH OF MASSACHUSETTS

The foregoing  instrument was  acknowledged  before me this __th day of December
1998  by  Carol  J.C.  Mills,  Vice  President  of  Berkshire  Mortgage  Finance
Corporation, a Massachusetts corporation, on behalf of said corporation.

         WITNESS my hand and Notarial Seal.


                                                 Theresa T. Campbell
                                                    NOTARY PUBLIC

My Commission Expires:  March 13, 2003