PRIMARY PROPERTY
                              MANAGEMENT AGREEMENT


This  Agreement  is made this 18th day of May,  1998 between  Henderson's  Wharf
Baltimore L.P. ("Owner") and Gunn Financial Incorporated ("Agent").

1.  Appointment and Acceptance.  The Owner appoints the Agent as exclusive agent
for the property described in Section 2 of this Agreement, and the Agent accepts
the appointment subject to the terms and conditions set forth in this Agreement.

2.  Description  of Project.  The property to be managed by the Agent under this
Agreement  (the  "Project")  is a housing  development  consisting  of the land,
buildings and other improvements.

      The Project is further described as follows:

      NAME:             Henderson's Wharf
      LOCATION:               1000 Fell St., Baltimore, MD
      NO. OF DWELLINGS: 128 Apartment Units
                              38 Room Inn
                              152 Space Parking Garage

3. Marketing. The Agent will carry out marketing in accordance with the approved
marketing plan.

4.  Rentals.  The Agent  will offer for rent and will rent the  dwelling  units.
Incident thereto, the following provisions will apply:

      A.    The Agent will set up and  maintain a  Management  Office to service
            the Project, or make other arrangements acceptable to the Owner.

      B.    The Agent will follow an approved marketing plan as agreed to by the
            Owner and the Agent.

      C. The Agent will show the premises to prospective tenants.

      D.    The Agent will take and  process  applications  for  rentals  during
            normal  business  hours and at other times as may be required by the
            Owner.  The Agent agrees to review each  prospective  applicant  and
            related  applicant data prior to the acceptance or rejection of said
            applicant.

      E.    The Agent will prepare all dwelling leases and will execute the same
            in its name,  identifying  itself  thereon  as Agent for the  Owner.
            (Dwelling  leases  will  be in a form  approved  by the  Owner,  but
            individual dwelling leases need not be submitted for the approval of
            the Owner).
      F.    The Owner will furnish the Agent with any approved rent schedule and
            any other charges for facilities and services.

      G.    The Agent will maintain and submit financial records and accounts of
            the operation of the property.

      H.    The Agent will  maintain a current  list of  acceptable  prospective
            tenants in accordance with the provisions of any approved  marketing
            plan and will  handle  all  arrangements  necessary  to assure  full
            occupancy.

5.  Collection of rents and Other  Receipts.  The Agent will collect and deposit
rents in accordance with the terms of each tenants lease. All funds collected by
the Agent  shall be  deposited  promptly  by the Agent in a bank  account  in an
institution  whose  deposits  are  insured by an agency of the United  States of
America;  this account shall be used  exclusively by the Agent for funds of this
project and be known as the Rental Agency account.

      All security  deposit funds  received by the Agent shall be deposited in a
separate  interest  bearing  escrow  account  insured by an agency of the United
States of America in accordance with the Laws of the State of Maryland.

6.  Enforcement of Leases.  The Agent will secure full compliance of each tenant
with the terms of his lease.

      The  Agent  will  lawfully  terminate  any  tenancy  when,  in the  Agents
judgment,  sufficient cause (including, but not limited to, non payment of rent)
for such  termination  occurs  under the term of the  tenant's  lease.  For this
purpose,  the Agent is authorized to consult with legal counsel of its choice to
bring  actions  for  evictions,  and to execute  notices to vacate and  judicial
pleadings  incident  to such  actions.  Attorneys  fees  other  necessary  costs
incurred in  connection  with such actions  will be paid from the Rental  Agency
Account as project  expenses.  Notwithstanding  anything herein to the contrary,
the Agent agrees to review each prospective  termination with the Owner prior to
commencement of the termination  process.  In the event of a dispute between the
Agent and the Owner with respect to  enforcement  of lessee  (Paragraph  6), the
Agent and Owner agree to mediation.

7. Maintenance and Repair. The Agent will cause the Project to be maintained and
repaired,  in accordance with state and local codes, in a condition at all times
acceptable  to the  Owner,  including  but not  limited to  cleaning,  painting,
decorating,  plumbing,  carpentry,  grounds care and such other  maintenance and
repair work as may be necessary.  Incident thereto the following provisions will
apply:

      A.    Special attention will be given to preventative maintenance.

      B.    The Agent is authorized to purchase all materials, equipment, tools,
            appliances,  supplies, and services necessary for proper maintenance
            and repair in accordance with the budget established with the Owner.

     C. Notwithstanding any of the foregoing  provisions,  the prior approval of
the Owner for any  expenditure  which  exceeds  $1,500 in any one  instance  for
labor,  materials  and  otherwise  for  maintenance  in  connection  within  the
maintenance and repair of the Project;  except for recurring expenses within the
limits of and already included in the operating budget or for emergency  repairs
involving  manifest  danger  to  persons  or  property,  or  required  to  avoid
suspension of any  necessary  service to the Project.  In the latter event,  the
Agent will inform the Owner of the facts as promptly as possible.

     D. The Agent shall take such action as may be  necessary to comply with any
and all orders or  requirements  affecting  the  premises,  municipal  authority
having  jurisdiction  thereof,  as  well as  authorities  of the  Board  of Fire
Underwriters  or other similar bodies;  the Agent is nonetheless  subject to the
same limitation contained in Paragraph C. of this section in connection with the
making of repairs and  alterations.  The Agent  shall not take any action  under
this Paragraph D so long as the Primary  Manager is contesting,  or has affirmed
his intention to contest, any such order or requirement.

8. Utilities & Services. The Primary Manager,  unless the Agent is authorized in
writing,  will make arrangements for water , electricity,  gas fuel, oil, sewage
and trash disposal, pest extermination,  decorating and laundry facilities.  The
Primary  Manager,  unless the Agent is  authorized  in  writing,  will make such
contracts as may be necessary to secure utilities and services.

9. Disbursements from Rental Agency Account.

      A.    From the funds  collected  and  deposited by the Agent in the Rental
            Agency  Account,  pursuant to Section 5. above,  the Agent will make
            the following disbursements promptly when payable:

            (1)    Compensation  payable to the Agent  pursuant  to Section  18.
                   below for its  service  hereunder  and  reimbursement  to the
                   Agent for compensation payable to the employees, specified in
                   Section 18. below, and for the taxes and assessments  payable
                   to local,  state and federal  governments in connection  with
                   the employment of such personnel.

            (2)    The single  aggregate  payment required to be made monthly by
                   the Owner to the  Mortgagee,  including the amounts due under
                   the mortgage for principal amortization,  interest,  mortgage
                   insurance
                    premiums,  ground  rents,  taxes and  assessments,  fire and
                    other  hazards,   and  insurance  premiums  and  the  amount
                    specified (or an amount  agreed upon) for  allocation to the
                    Reserve for Replacement escrow.

            (3)     All sums  otherwise due and payable by the Owner as expenses
                    of the Project, authorized to be incurred by the Agent under
                    the terms of this Agreement.

      B.    Except for the disbursements  mentioned in Section 9.A(1)-(3) above,
            funds  will be  disbursed  or  transferred  from the  Rental  Agency
            Account only as the Owner may from time to time direct in writing.

      C.    In the event that the balance in the Rental Agency Account is at any
            time  insufficient to pay  disbursements  due, the Agent will within
            thirty  days  inform the Owner of the fact,  and the Owner will then
            remit to the Agent sufficient  funds to cover the deficiency.  In no
            event  will  the  Agent  be  required  to use its  funds to pay such
            disbursements.

10. Budgets. Annual operating budgets for the project will exist, as approved by
the Owner;  the Agent will use best  efforts to see that each type of  operating
expense  itemized in the budget will not exceed the annual amount  authorized by
the approved budget.  In addition to preparation and submission of a recommended
operating  budget  for the  initial  fiscal  year,  the  Agent  will  prepare  a
recommended operating budget for each subsequent fiscal year and will submit the
same to the Owner at least  sixty  (60) days  before the  beginning  of each new
fiscal  year.  The Owner will  promptly  inform the Agent,  of changes,  if any,
incorporated in the annual budget, and the Agent will keep the Owner informed of
any  anticipated  deviation  from the  receipts or  disbursements  stated in the
approved budget.

11. Records and Reports. In addition to any other requirements specified in this
Agreement,  the Agent will have the following  responsibilities  with respect to
records and reports:

A.    The Agent will establish and maintain a  comprehensive  system of records,
      books and accounts.

B.    Within  twenty  (20) days  following  the end of each  fiscal  year of the
      project,  the Owner shall be furnished with all  information  necessary to
      prepare for an audit of the financial  statements of the project including
      an examination of the books,  records and detailed  itemized  statement of
      all income and expenditures.  Owner and/or its designated certified public
      accounts  shall have  access to  accounting  records at the  Agent's  home
      office to perform the annual audit.

C.    By the fifteenth (15) day of each month,  the Agent will furnish the Owner
      with a balance  sheet,  statement  of receipts and  disbursements  for the
      previous  month,  schedules  of  accounts  receivable  and  payables,  and
      reconciled  bank  statements  for the Rental  Agency  Account  and Deposit
      Account as of the end of the previous month,  and any other  documentation
      reasonably requested by the Owner.

12. Bids, Discounts,  Rebates, etc. The Agent will obtain contracts,  materials,
supplies, utilities, and services on the most advantageous terms to the Project.
It is required to solicit bids in writing for all costs  greater than $2,000 for
those  items  that can be  obtained  from more than one  source.  The Agent will
secure and  credit to the Owner,  and not  receive  or retain  for  itself,  all
discounts, rebates, or commissions obtainable with respect to purchases, service
contracts, and or all other transactions regarding the Project.

13. Emergency Answering Services. The Agent will provide emergency telephone and
repair capability on a twenty-four (24) hour basis.

14. Insurance.  The Owner shall direct the Agent top purchase insurance coverage
for the premises and the operations thereof,  then, within ten (10) days of such
direction,  the  Owner  shall  provide  written  notice  to the  Agent as to the
company,  coverage, policy limits, and the named insured that are to be included
in such insurance.  The Agent will pay all insurance premiums from the Operating
Account,  which premiums will be treated as operating expenses. The Owner agrees
that such coverage shall include,  as a minimum,  Commercial  General  Liability
coverage  written on an assurance  form,  having limits of liability of not less
than  $1,000,000  each occurrence and $2,000,000  general  aggregate.  The Agent
shall be designated on any and all such  policies as an additional  insured.  In
addition,  Agent shall purchase  fidelity  insurance in the amount of $1,000,000
with a comp[any  satisfactory  to it with respect to all such employees of Agent
who are  responsible  for or are involved in the  collection of  safekeeping  of
receipts or other funds hereunder  received by Agent;  the cost of such coverage
shall not be included as an operating expense.

15. Compliance with Government Orders. The Agent will take such action as may be
necessary  to  comply  promptly  with  any and all  government  orders  or other
requirements affecting the Project, whether imposed by federal, state, county or
municipal authority,  subject, however, to the limitation stated in Section 7.D.
with respect to repairs. The Agent shall,  however,  take no such action so long
as the Owner is contesting,  or has affirmed his intentions to contest, any such
order or  requirement.  The Agent  will  notify the Owner,  in  writing,  of all
notices of such governmental  orders or other  requirements  within  seventy-two
(72) hours of the time of their receipt.

16.  Nondiscrimination.  In  the  performance  of  its  obligations  under  this
Agreement,  the Agent will comply with the  provisions of any federal,  state or
local law  prohibiting  the  discrimination  in housing on the  grounds of race,
color, creed, sex, familial status, handicap or national origin.

17.  Employees.  The  number,  qualifications,  and  duties of  personnel  to be
employed in the management of the Project, including an on-site General Manager,
an Assistant Property Manager/Leasing Agent, Resident  Superintendent,  or their
maintenance,  bookkeeping,  management and clerical employees will be determined
by the Owner and the Agent in  accordance  with the  approved  budget.  All such
employees will be deemed  employees of the Agent, not the Owner (unless they are
the same),  and will be hired,  paid,  supervised  and  discharged by the Agent,
subject to the following conditions:

A.    The  compensation,  including  payroll taxes and fringe  benefits,  of all
      employees  will be within  the  Agent's  sole  discretion,  provided  that
      minimum wage standards are met.

     B. The Owner will reimburse the Agent for  compensation,  including  fringe
benefits, Payable to all full and part time on-site personnel and for all local,
state and federal  taxes and  assessments  (including  but not limited to Social
Security taxes,  unemployment  insurance,  and workmen's compensation insurance)
incident to the employment of such personnel.  Such  reimbursement  will be paid
from the  Rental  Agency  Account  and will be  treated  as a  Project  expense.
Part-time   maintenance  and  administrative   employee   compensation  properly
attributable to the Project shall be paid from the Rental Account.

18.  Agent's  Compensation.  The annual  compensation  which the Agent  shall be
entitled to receive for management services performed under this Agreement shall
be a fee in the amount equivalent to 4% percent of total rent collections.  Such
fees  shall  be paid by the  Owner  to the  Agent  monthly,  no  later  than the
fifteenth (15) day of each month, unless otherwise agreed by the parties hereto.
If any  apartment is  unrentable  due to lead paint,  casualty  loss or requires
rehabilitation resulting in failure to pass required inspections,  Agent will be
allowed to include the  apartments  approved  monthly rent as collected  income.
This is for the purpose of calculating the management fee only.

19. Indemnity. The Owner will indemnify, defend and hold the Agent harmless from
all  liabilities,  including all loss,,  costs,  and expenses,  arising from the
premises,  including  the Owner's acts or  omissions,  and including all acts or
omissions  of the Agent in the  performance  of his duties as  described in this
Agreement.

20. Terms of Agreement.  This Agreement  shall be in force  beginning on the 1st
day of July, 1998 and will expire on the earlier of June 30, 2006 or the date of
the  disposition  of the property.  Owner may terminate this Agreement for cause
immediately upon written notice to Agent. Cause is defined as fraud, negligence,
or  misconduct  or breach of an  expressed  provision  of this  Agreement.  This
Agreement  shall be terminable  by the Lender as noted in the Indemnity  Deed of
Trust  dated  February  27,  1996.  This  Agreement  shall  also be  subject  to
termination upon any of the following conditions:  A. In the event a petition in
bankruptcy is filed by or against the Agent or Owner, or
      in the event that either of the aforementioned makes an assignment for the
      benefit of  creditors or takes  advantage  of any solvency  act, the other
      party may terminate this Agreement  provided that prompt written notice of
      such termination is given.

B.    Upon the  termination,  the Agent will  submit to the Owner any  financial
      statements  requested  by the  Owner.  After the Agent and the Owner  have
      accounted to each other, with respect to all matters outstanding as of the
      termination  date, the Owner will furnish the Agent security,  in the form
      and principal amount satisfactory to the Agent, against any obligations or
      liabilities  which the Agent may properly  have  incurred on behalf of the
      Owner hereunder.

C.    The Agent is prohibited from making a tender offer to the limited partners
      of Historic  Preservation  Properties  1990 L.P. Tax Credit Fund or any of
      its affiliated entities without prior written permission.

D.    If this  Agreement is terminated  during any of the first twenty four (24)
      months,  the Agent is entitled to an amount equal to the fee that would be
      collected in one year (12 mos.) as  liquidated  damages.  Said damages are
      payable at termination  provided that the Agent is not retained by the new
      owner in the case of a sale.

21. Sub Agent.  The Agent has the right,  with the prior written  consent of the
Owner,  to engage a sub agent to perform its duties and  responsibilities  under
this Agreement.

22.  Interpretive  Provision.  This Agreement  constitutes the entire  Agreement
between the Owner and the Agent with respect to the  management and operation of
the  Project,  and no change will be valid unless made by  supplemental  written
agreement, executed and approved in the same manner as this Agreement.

23.  Notices.  Any notice  under this  Agreement  shall be given by mailing such
notice to the  address(es)  indicated  below,  by certified  mail return receipt
requested or by hand  delivery,  or to such other  address as the parties  shall
specify in writing provided in the manner described in this paragraph.

If to Owner:

      Henderson's Wharf Baltimore L.P.
      c/o Gunn Financial Incorporated
      45 Broad Street
      Boston, MA 02109 If to Agent:

      Gunn Financial Incorporated
      45 Broad Street
      Boston, MA 02109

IN WITNESS  WHEREOF,  their  principal  parties have,  by their duly  authorized
officers, executed this Agreement on the date first above written.

OWNER:                              AGENT:

By:   _______________________       By:   ______________________

Title:      _______________________       Title:      ______________________







                                 PRIMARY MARINA
                              MANAGEMENT AGREEMENT

This  Agreement  is made this 18th day of May,  1998 between  Henderson's  Wharf
Marina L.P. ("Owner") and Gunn Financial Incorporated ("Agent").

1.  Appointment and Acceptance.  The Owner appoints the Agent as exclusive agent
for the property described in Section 2 of this Agreement, and the Agent accepts
the appointment subject to the terms and conditions set forth in this Agreement.

2.  Description  of Project.  The property to be managed by the Agent under this
Agreement  (the  "Project")  is a housing  development  consisting  of the land,
buildings and other improvements.

      The Project is further described as follows:

      NAME:             Henderson's Wharf  Marina
      LOCATION:               1000 Fell St., Baltimore, MD
      NO. OF DWELLINGS: 256 slip marina and Fastlands containing approx.
                        two acres providing parking for the Inn and Marina.

3. Marketing. The Agent will carry out marketing in accordance with the approved
marketing plan.

4.  Rentals.  The Agent  will offer for rent and will rent the  dwelling  units.
Incident thereto, the following provisions will apply:

      A.    The Agent will set up and  maintain a  Management  Office to service
            the Project, or make other arrangements acceptable to the Owner.

      B.    The Agent will follow an approved marketing plan as agreed to by the
            Owner and the Agent.

      C. The Agent will show the premises to prospective tenants.

      D.    The Agent will take and  process  applications  for  rentals  during
            normal  business  hours and at other times as may be required by the
            Owner.  The Agent agrees to review each  prospective  applicant  and
            related  applicant data prior to the acceptance or rejection of said
            applicant.

      E.    The Agent will prepare all dwelling leases and will execute the same
            in its name,  identifying  itself  thereon  as Agent for the  Owner.
            (Dwelling  leases  will  be in a form  approved  by the  Owner,  but
            individual dwelling leases need not be submitted for the approval of
            the Owner).
      F.    The Owner will furnish the Agent with any approved rent schedule and
            any other charges for facilities and services.

      G.    The Agent will maintain and submit financial records and accounts of
            the operation of the property.

      H.    The Agent will  maintain a current  list of  acceptable  prospective
            tenants in accordance with the provisions of any approved  marketing
            plan and will  handle  all  arrangements  necessary  to assure  full
            occupancy.

5.  Collection of rents and Other  Receipts.  The Agent will collect and deposit
rents in accordance with the terms of each tenants lease. All funds collected by
the Agent  shall be  deposited  promptly  by the Agent in a bank  account  in an
institution  whose  deposits  are  insured by an agency of the United  States of
America;  this account shall be used  exclusively by the Agent for funds of this
project and be known as the Rental Agency account.

      All security  deposit funds  received by the Agent shall be deposited in a
separate  interest  bearing  escrow  account  insured by an agency of the United
States of America in accordance with the Laws of the State of Maryland.

6.  Enforcement of Leases.  The Agent will secure full compliance of each tenant
with the terms of his lease.

      The  Agent  will  lawfully  terminate  any  tenancy  when,  in the  Agents
judgment,  sufficient cause (including, but not limited to, non payment of rent)
for such  termination  occurs  under the term of the  tenant's  lease.  For this
purpose,  the Agent is authorized to consult with legal counsel of its choice to
bring  actions  for  evictions,  and to execute  notices to vacate and  judicial
pleadings  incident  to such  actions.  Attorneys  fees  other  necessary  costs
incurred in  connection  with such actions  will be paid from the Rental  Agency
Account as project  expenses.  Notwithstanding  anything herein to the contrary,
the Agent agrees to review each prospective  termination with the Owner prior to
commencement of the termination  process.  In the event of a dispute between the
Agent and the Owner with respect to  enforcement  of lessee  (Paragraph  6), the
Agent and Owner agree to mediation.

7. Maintenance and Repair. The Agent will cause the Project to be maintained and
repaired,  in accordance with state and local codes, in a condition at all times
acceptable  to the  Owner,  including  but not  limited to  cleaning,  painting,
decorating,  plumbing,  carpentry,  grounds care and such other  maintenance and
repair work as may be necessary.  Incident thereto the following provisions will
apply:

      A.    Special attention will be given to preventative maintenance.

      B.    The Agent is authorized to purchase all materials, equipment, tools,
            appliances,  supplies, and services necessary for proper maintenance
            and repair in accordance with the budget established with the Owner.

     C. Notwithstanding any of the foregoing  provisions,  the prior approval of
the Owner for any  expenditure  which  exceeds  $1,500 in any one  instance  for
labor,  materials  and  otherwise  for  maintenance  in  connection  within  the
maintenance and repair of the Project;  except for recurring expenses within the
limits of and already included in the operating budget or for emergency  repairs
involving  manifest  danger  to  persons  or  property,  or  required  to  avoid
suspension of any  necessary  service to the Project.  In the latter event,  the
Agent will inform the Owner of the facts as promptly as possible.

     D. The Agent shall take such action as may be  necessary to comply with any
and all orders or  requirements  affecting  the  premises,  municipal  authority
having  jurisdiction  thereof,  as  well as  authorities  of the  Board  of Fire
Underwriters  or other similar bodies;  the Agent is nonetheless  subject to the
same limitation contained in Paragraph C. of this section in connection with the
making of repairs and  alterations.  The Agent  shall not take any action  under
this Paragraph D so long as the Primary  Manager is contesting,  or has affirmed
his intention to contest, any such order or requirement.

8. Utilities & Services. The Primary Manager,  unless the Agent is authorized in
writing,  will make arrangements for water , electricity,  gas fuel, oil, sewage
and trash disposal, pest extermination,  decorating and laundry facilities.  The
Primary  Manager,  unless the Agent is  authorized  in  writing,  will make such
contracts as may be necessary to secure utilities and services.

9. Disbursements from Rental Agency Account.

      A.    From the funds  collected  and  deposited by the Agent in the Rental
            Agency  Account,  pursuant to Section 5. above,  the Agent will make
            the following disbursements promptly when payable:

            (1)    Compensation  payable to the Agent  pursuant  to Section  18.
                   below for its  service  hereunder  and  reimbursement  to the
                   Agent for compensation payable to the employees, specified in
                   Section 18. below, and for the taxes and assessments  payable
                   to local,  state and federal  governments in connection  with
                   the employment of such personnel.

            (2)    The single  aggregate  payment required to be made monthly by
                   the Owner to the  Mortgagee,  including the amounts due under
                   the mortgage for principal amortization,  interest,  mortgage
                   insurance
                    premiums,  ground  rents,  taxes and  assessments,  fire and
                    other  hazards,   and  insurance  premiums  and  the  amount
                    specified (or an amount  agreed upon) for  allocation to the
                    Reserve for Replacement escrow.

            (3)     All sums  otherwise due and payable by the Owner as expenses
                    of the Project, authorized to be incurred by the Agent under
                    the terms of this Agreement.

      B.    Except for the disbursements  mentioned in Section 9.A(1)-(3) above,
            funds  will be  disbursed  or  transferred  from the  Rental  Agency
            Account only as the Owner may from time to time direct in writing.

      C.    In the event that the balance in the Rental Agency Account is at any
            time  insufficient to pay  disbursements  due, the Agent will within
            thirty  days  inform the Owner of the fact,  and the Owner will then
            remit to the Agent sufficient  funds to cover the deficiency.  In no
            event  will  the  Agent  be  required  to use its  funds to pay such
            disbursements.

10. Budgets. Annual operating budgets for the project will exist, as approved by
the Owner;  the Agent will use best  efforts to see that each type of  operating
expense  itemized in the budget will not exceed the annual amount  authorized by
the approved budget.  In addition to preparation and submission of a recommended
operating  budget  for the  initial  fiscal  year,  the  Agent  will  prepare  a
recommended operating budget for each subsequent fiscal year and will submit the
same to the Owner at least  sixty  (60) days  before the  beginning  of each new
fiscal  year.  The Owner will  promptly  inform the Agent,  of changes,  if any,
incorporated in the annual budget, and the Agent will keep the Owner informed of
any  anticipated  deviation  from the  receipts or  disbursements  stated in the
approved budget.

11. Records and Reports. In addition to any other requirements specified in this
Agreement,  the Agent will have the following  responsibilities  with respect to
records and reports:

A.    The Agent will establish and maintain a  comprehensive  system of records,
      books and accounts.

B.    Within  twenty  (20) days  following  the end of each  fiscal  year of the
      project,  the Owner shall be furnished with all  information  necessary to
      prepare for an audit of the financial  statements of the project including
      an examination of the books,  records and detailed  itemized  statement of
      all income and expenditures.  Owner and/or its designated certified public
      accounts  shall have  access to  accounting  records at the  Agent's  home
      office to perform the annual audit.

C.    By the fifteenth (15) day of each month,  the Agent will furnish the Owner
      with a balance  sheet,  statement  of receipts and  disbursements  for the
      previous month, schedules of accounts receivable and payables,  reconciled
      bank  statements for the Rental Agency  Account and Deposit  Account as of
      the end of the  previous  month,  and any other  documentation  reasonably
      requested by the Owner.

12. Bids, Discounts,  Rebates, etc. The Agent will obtain contracts,  materials,
supplies, utilities, and services on the most advantageous terms to the Project.
It is required to solicit bids in writing for all costs  greater than $2,000 for
those  items  that can be  obtained  from more than one  source.  The Agent will
secure and  credit to the Owner,  and not  receive  or retain  for  itself,  all
discounts, rebates, or commissions obtainable with respect to purchases, service
contracts, and or all other transactions regarding the Project.

13. Emergency Answering Services. The Agent will provide emergency telephone and
repair capability on a twenty-four (24) hour basis.

14. Insurance.  The Owner shall direct the Agent top purchase insurance coverage
for the premises and the operations thereof,  then, within ten (10) days of such
direction,  the  Owner  shall  provide  written  notice  to the  Agent as to the
company,  coverage, policy limits, and the named insured that are to be included
in such insurance.  The Agent will pay all insurance premiums from the Operating
Account,  which premiums will be treated as operating expenses. The Owner agrees
that such coverage shall include,  as a minimum,  Commercial  General  Liability
coverage  written on an assurance  form,  having limits of liability of not less
than  $1,000,000  each occurrence and $2,000,000  general  aggregate.  The Agent
shall be designated on any and all such  policies as an additional  insured.  In
addition,  Agent shall purchase  fidelity  insurance in the amount of $1,000,000
with a comp[any  satisfactory  to it with respect to all such employees of Agent
who are  responsible  for or are involved in the  collection of  safekeeping  of
receipts or other funds hereunder  received by Agent;  the cost of such coverage
shall not be included as an operating expense.

15. Compliance with Government Orders. The Agent will take such action as may be
necessary  to  comply  promptly  with  any and all  government  orders  or other
requirements affecting the Project, whether imposed by federal, state, county or
municipal authority,  subject, however, to the limitation stated in Section 7.D.
with respect to repairs. The Agent shall,  however,  take no such action so long
as the Owner is contesting,  or has affirmed his intentions to contest, any such
order or  requirement.  The Agent  will  notify the Owner,  in  writing,  of all
notices of such governmental  orders or other  requirements  within  seventy-two
(72) hours of the time of their receipt.

16.  Nondiscrimination.  In  the  performance  of  its  obligations  under  this
Agreement,  the Agent will comply with the  provisions of any federal,  state or
local law  prohibiting  the  discrimination  in housing on the  grounds of race,
color, creed, sex, familial status, handicap or national origin.

17.  Employees.  The  number,  qualifications,  and  duties of  personnel  to be
employed in the management of the Project, including an on-site General Manager,
an Assistant Property Manager/Leasing Agent, Resident  Superintendent,  or their
maintenance,  bookkeeping,  management and clerical employees will be determined
by the Owner and the Agent in  accordance  with the  approved  budget.  All such
employees will be deemed  employees of the Agent, not the Owner (unless they are
the same),  and will be hired,  paid,  supervised  and  discharged by the Agent,
subject to the following conditions:

A.    The  compensation,  including  payroll taxes and fringe  benefits,  of all
      employees  will be within  the  Agent's  sole  discretion,  provided  that
      minimum wage standards are met.

     B. The Owner will reimburse the Agent for  compensation,  including  fringe
benefits, Payable to all full and part time on-site personnel and for all local,
state and federal  taxes and  assessments  (including  but not limited to Social
Security taxes,  unemployment  insurance,  and workmen's compensation insurance)
incident to the employment of such personnel.  Such  reimbursement  will be paid
from the  Rental  Agency  Account  and will be  treated  as a  Project  expense.
Part-time   maintenance  and  administrative   employee   compensation  properly
attributable to the Project shall be paid from the Rental Account.

18.  Agent's  Compensation.  The annual  compensation  which the Agent  shall be
entitled to receive for management services performed under this Agreement shall
be a fee in the amount equivalent to 4% percent of total rent collections.  Such
fees  shall  be paid by the  Owner  to the  Agent  monthly,  no  later  than the
fifteenth (15) day of each month, unless otherwise agreed by the parties hereto.
If any  apartment is  unrentable  due to lead paint,  casualty  loss or requires
rehabilitation resulting in failure to pass required inspections,  Agent will be
allowed to include the  apartments  approved  monthly rent as collected  income.
This is for the purpose of calculating the management fee only.

19. Indemnity. The Owner will indemnify, defend and hold the Agent harmless from
all  liabilities,  including all loss,,  costs,  and expenses,  arising from the
premises,  including  the Owner's acts or  omissions,  and including all acts or
omissions  of the Agent in the  performance  of his duties as  described in this
Agreement.

20. Terms of Agreement.  This Agreement  shall be in force  beginning on the 1st
day of July, 1998 and will expire on the earlier of June 30, 2006 or the date of
the  disposition  of the property.  Owner may terminate this Agreement for cause
immediately upon written notice to Agent. Cause is defined as fraud, negligence,
or  misconduct  or breach of an  expressed  provision  of this  Agreement.  This
Agreement  shall  also be  subject  to  termination  upon  any of the  following
conditions:

     A. In the event a petition in  bankruptcy  is filed by or against the Agent
or Owner, or in the event that either of the aforementioned  makes an assignment
for the benefit of creditors or takes  advantage of any solvency  act, the other
party may terminate this  Agreement  provided that prompt written notice of such
termination is given.

B.    Upon the  termination,  the Agent will  submit to the Owner any  financial
      statements  requested  by the  Owner.  After the Agent and the Owner  have
      accounted to each other, with respect to all matters outstanding as of the
      termination  date, the Owner will furnish the Agent security,  in the form
      and principal amount satisfactory to the Agent, against any obligations or
      liabilities  which the Agent may properly  have  incurred on behalf of the
      Owner hereunder.

C.    The Agent is prohibited from making a tender offer to the limited partners
      of Historic  Preservation  Properties  1990 L.P. Tax Credit Fund or any of
      its affiliated entities without prior written permission.

D.    If this  Agreement is terminated  during any of the first twenty four (24)
      months,  the Agent is entitled to an amount equal to the fee that would be
      collected in one year (12 mos.) as  liquidated  damages.  Said damages are
      payable at termination  provided that the Agent is not retained by the new
      owner in the case of a sale.

21. Sub Agent.  The Agent has the right,  with the prior written  consent of the
Owner,  to engage a sub agent to perform its duties and  responsibilities  under
this Agreement.

22.  Interpretive  Provision.  This Agreement  constitutes the entire  Agreement
between the Owner and the Agent with respect to the  management and operation of
the  Project,  and no change will be valid unless made by  supplemental  written
agreement, executed and approved in the same manner as this Agreement.

23.  Notices.  Any notice  under this  Agreement  shall be given by mailing such
notice to the  address(es)  indicated  below,  by certified  mail return receipt
requested or by hand  delivery,  or to such other  address as the parties  shall
specify in writing provided in the manner described in this paragraph:

If to Owner:

      Henderson's Wharf Marina L.P.
      c/o Gunn Financial Incorporated
      45 Broad Street
      Boston, MA 02109

If to Agent:

      Gunn Financial Incorporated
      45 Broad Street
      Boston, MA 02109

IN WITNESS  WHEREOF,  their  principal  parties have,  by their duly  authorized
officers, executed this Agreement on the date first above written.

OWNER:                              AGENT:

By:   _______________________       By:   ______________________

Title:      _______________________       Title:      ______________________