**AMENDED
        AND RESTATED**
 **MULTIFAMILY
        NOTE**
 
 THIS
        AMENDED AND RESTATED MULTIFAMILY NOTE is made and entered into as of the
        1 st day of
        November, 2006, by and between **NEW
        FOREST APARTMENTS, LLC** ,
        a
        Maryland limited liability company (" **Borrower** ")
        and **WELLS
        FARGO BANK, N.A.** ,
        a
        national banking association (" **Lender** ").
 
 PRELIMINARY
        STATEMENTS
 
 A.  A
        loan
        was made to New Forest General Partnership, a Maryland general partnership,
        now
        known as Borrower, in the original principal amount of Twelve Million One
        Hundred Forty-Three Thousand Eight Hundred and No/100ths Dollars
        ($12,143,800.00), the repayment of which is evidenced by a Deed of Trust
        Note
        dated February 24, 1987 (the " **Original
        Note** ").
 
 B.  The
        Original Note is secured by a Deed of Trust dated February 24, 1987 and recorded
        among the Land Records of Charles County, Maryland in Liber 1190, folio 390
        (the
        " **Original
        Deed of Trust** "),
        on
        certain improved real property located in Charles County, Maryland.
 
 C.  Lender
        has purchased the Original Note from its holder.
 
 D.  Borrower
        has requested and Lender has agreed to make certain amendments to the Original
        Note, including changing the interest rate and the terms of payment, and
        increasing the original principal amount from Twelve Million One Hundred
        Forty-Three Thousand Eight Hundred and No/ l00ths Dollars
        ($12,143,800.00) to Twenty-Three Million and No/ l00ths Dollars
        ($23,000,000.00). The Original Note is being amended and restated in its
        entirety to reflect such amendments.
 
 E.  The
        Original Deed of Trust is concurrently being amended and restated pursuant
        to
        the terms of that certain Amended and Restated Multifamily Deed of Trust,
        Assignment of Rents and Security Agreement of even date herewith (as so amended
        and restated, the " **Security
        Instrument** ").
 
 NOW,
        THEREFORE, in consideration of the premises and other good and valuable
        consideration, the receipt and sufficiency of which are hereby acknowledged,
        the
        Borrower and Lender agree that the Original Note is hereby amended and restated
        in its entirety as follows (as amended and restated, the " **Note** "):
 
 **MULTIFAMILY
        NOTE**
 
 US
                  $23,000,000.00
              as
                  of November 1, 2006
 
 
 **FOR
        VALUE RECEIVED** , the
        undersigned (" **Borrower** ")
        jointly and severally (if more than one) promises to pay to the order of **WELLS
        FARGO BANK, N.A.** ,
        a
        national banking association, the principal sum of Twenty-Three Million and
        No/l00ths Dollars (US $23,000,000.00), with interest accruing at the
        Interest Rate on the unpaid principal balance from the Disbursement Date
        until
        fully paid.
 
 **1.**  **Defined
        Terms.** In
        addition to defined terms found elsewhere in this Note, as used in this Note,
        the following definitions shall apply:
 
 **Amortization
        Period** :
        360
        months.
 
 **Business
        Day** : **** Any day
        other than a Saturday, Sunday or any other day on which Lender is not open
        for
        business.
 
 **Debt
        Service Amounts** :
        Amounts
        payable under this Note, the Security Instrument or any other Loan
        Document.
 
 **Default
        Rate** :
        A rate
        equal to the lesser of 4 percentage points above the Interest Rate or the
        maximum interest rate which may be collected from Borrower under applicable
        law.
 
 **Disbursement
        Date:** The date
        of disbursement of Loan proceeds hereunder.
 
 **First
        Payment Date** : **** The
        first day of December, 2006.
 
 **Indebtedness** : **** The
        principal of, interest on, or any other amounts due at any time under, this
        Note, the Security Instrument or any other Loan Document, including prepayment
        premiums, late charges, default interest, and advances to protect the security
        of the Security Instrument under Section 12 of the Security Instrument.
 
 **Interest
        Rate** :
        The
        annual rate of six and seventy-five thousandths percent (6.075%).
 
 **Lender** : **** The
        holder of this Note.
 
 **Loan** : **** The
        loan
        evidenced by this Note.
 
 **Loan
        Term** :
        120
        months.
 
 **Maturity
        Date** : **** The
        first day of November, 2016, or any earlier date on which the unpaid principal
        balance of this Note becomes due and payable by acceleration or
        otherwise.
 
 **Property
        Jurisdiction** :
        The
        jurisdiction in which the Land is located.
 
 **Security
        Instrument** :
        A
        multifamily mortgage, deed to secure debt or deed of trust dated as of the
        date
        of this Note.
 
 **Yield
        Maintenance Period Term or Prepayment Premium Period Term** :
        114
        months.
 
 **Yield
        Maintenance Period End Date or Prepayment Premium Period End
        Date** :
        The
        last day of April, 2016.
 
 Event
        of
        Default, Key Principal and other capitalized terms used but not defined in
        this
        Note shall have the meanings given to such terms in the Security Instrument.
 
 
 **2.**  **Address
        for Payment.** All
        payments due under this Note shall be payable at 2010 Corporate Ridge, Suite
        1000, McLean, VA 22102, or such other place as may be designated by written
        notice to Borrower from or on behalf of Lender.
 
 **3.**  **Payment
        of Principal and Interest.** Principal and interest shall be paid as follows:
 
 (a)  **Short
        Month Interest.** If
        disbursement of principal is made by Lender to Borrower on any day other
        than
        the first day of the month, interest for the period beginning on the
        Disbursement Date and ending on and including the last day of the month in
        which
        such disbursement is made shall be payable simultaneously with the execution
        of
        this Note.
 
 (b)  **Interest
        Computation.** Interest
        under this Note shall be computed on the basis of (check one only):
 
 **30/360.** A
        360-day year consisting of twelve 30-day months.
 
 **Actual/360.**A
                  360-day year.The
                  amount of eachmonthlypayment made by Borrower pursuant to Paragraph 3(c) below that
                  is
                  allocated to interest will be based on the actual number of calendar
                  days
                  during such month and shall be calculated by multiplying the unpaid
                  principal balance of this Note by the per annum Interest Rate,
                  dividing
                  the product by 360 and multiplying the quotient by the actual number
                  of
                  days elapsed during the month. Borrower understands that the amount
                  allocated to interest for each month will vary depending on the
                  actual
                  number of calendar days during such
                  month.
 
 (c)  **Monthly
        Installments.** Consecutive monthly installments of principal and interest, each in the amount
        of One Hundred Thirty-Nine Thousand Seven and 61/100ths Dollars (US
        $139,007.61), shall be payable on the First Payment Date and on the first
        day of
        every month thereafter, until the entire unpaid principal balance evidenced
        by
        this Note is fully paid. Any remaining principal and interest shall be due
        and
        payable on the Maturity Date. The unpaid principal balance shall continue
        to
        bear interest after the Maturity Date at the Default Rate set forth in this
        Note
        until and including the date on which it is paid in full.
 
 (d)  **Payments
        Before Due Date.** Any
        regularly scheduled monthly installment of principal and interest that is
        received by Lender before the date it is due shall be deemed to have been
        received on the due date solely for the purpose of calculating interest
        due.
 
 (e)  **Accrued
        Interest.** Any
        accrued interest remaining past due for 30 days or more shall be added to
        and
        become part of the unpaid principal balance and shall bear interest at the
        rate
        or rates specified in this Note. Any reference herein to "accrued interest"
        shall refer to accrued interest which has not become part of the unpaid
        principal balance. Any amount added to principal pursuant to the Loan Documents
        shall bear interest at the applicable rate or rates specified in this Note
        and
        shall be payable with such interest upon demand by Lender and absent such
        demand, as provided in this Note for the payment of principal and
        interest.
 
 **4.**  **Application
        of Payments.** If
        at any
        time Lender receives, from Borrower or otherwise, any amount applicable to
        the
        Indebtedness which is less than all amounts due and payable at such time,
        Lender
        may apply that payment to amounts then due and payable in any manner and
        in any
        order determined by Lender, in Lender's discretion. Borrower agrees that
        neither
        Lender's acceptance of a payment from Borrower in an amount that is less
        than
        all amounts then due and payable nor Lender's application of such payment
        shall
        constitute or be deemed to constitute either a waiver of the unpaid amounts
        or
        an accord and satisfaction.
 
 **5.**  **Security.** The
        Indebtedness is secured, among other things, by the Security Instrument,
        and
        reference is made to the Security Instrument for other rights of Lender
        concerning the collateral for the Indebtedness.
 
 **6.**  **Acceleration.** If
        an
        Event of Default has occurred and is continuing, the entire unpaid principal
        balance, any accrued interest, the prepayment premium payable under Paragraph
        10, if any, and all other amounts payable under this Note and any other Loan
        Document shall at once become due and payable, at the option of Lender, without
        any prior notice to Borrower. Lender may exercise this option to accelerate
        regardless of any prior forbearance.
 
 **7.**  **Late
        Charge.** If
        any
        monthly installment due hereunder is not received by Lender on or before
        the
        10th day of each month or if any other amount payable under this Note or
        under
        the Security Instrument or any other Loan Document is not received by Lender
        within 10 days after the date such amount is due, counting from and including
        the date such amount is due, Borrower shall pay to Lender, immediately and
        without demand by Lender, a late charge equal to 5 percent of such monthly
        installment or other amount due. Borrower acknowledges that its failure to
        make
        timely payments will cause Lender to incur additional expenses in servicing
        and
        processing the Loan and that it is extremely difficult and impractical to
        determine those additional expenses. Borrower agrees that the late charge
        payable pursuant to this Paragraph represents a fair and reasonable estimate,
        taking into account all circumstances existing on the date of this Note,
        of the
        additional expenses Lender will incur by reason of such late payment. The
        late
        charge is payable in addition to, and not in lieu of, any interest payable
        at
        the Default Rate pursuant to Paragraph 8.
 
 **8.**  **Default
        Rate.** So
        long
        as any monthly installment or any other payment due under this Note remains
        past
        due for 30 days or more, interest under this Note shall accrue on the unpaid
        principal balance from the earlier of the due date of the first unpaid monthly
        installment or other payment due, as applicable, at the Default Rate. If
        the
        unpaid principal balance and all accrued interest are not paid in full on
        the
        Maturity Date, the unpaid principal balance and all accrued interest shall
        bear
        interest from the Maturity Date at the Default Rate. Borrower also acknowledges
        that its failure to make timely payments will cause Lender to incur additional
        expenses in servicing and processing the Loan, that, during the time that
        any
        monthly installment or payment under this Note is delinquent for more than
        30
        days, Lender will incur additional costs and expenses arising from its loss
        of
        the use of the money due and from the adverse impact on Lender's ability
        to meet
        its other obligations and to take advantage of other investment opportunities,
        and that it is extremely difficult and impractical to determine those additional
        costs and expenses. Borrower also acknowledges that, during the time that
        any
        monthly installment or other payment due under this Note is delinquent for
        more
        than 30 days, Lender's risk of nonpayment of this Note will be materially
        increased and Lender is entitled to be compensated for such increased risk.
        Borrower agrees that the increase in the rate of interest payable under this
        Note to the Default Rate represents a fair and reasonable estimate, taking
        into
        account all circumstances existing on the date of this Note, of the additional
        costs and expenses Lender will incur by reason of the Borrower's delinquent
        payment and the additional compensation Lender is entitled to receive for
        the
        increased risks of nonpayment associated with a delinquent loan.
 
 **9.**  **Limits
        on Personal Liability.**
 
 (a)  Except
        as
        otherwise provided in this Paragraph 9, Borrower shall have no personal
        liability under this Note, the Security Instrument or any other Loan Document
        for the repayment of the Indebtedness or for the performance of any other
        obligations of Borrower under the Loan Documents, and Lender's only recourse
        for
        the satisfaction of the Indebtedness and the performance of such obligations
        shall be Lender's exercise of its rights and remedies with respect to the
        Mortgaged Property (as such term is defined in the Security Instrument) and
        any
        other collateral held by Lender as security for the Indebtedness. This
        limitation on Borrower's liability shall not limit or impair Lender's
        enforcement of its rights against any guarantor of the Indebtedness or any
        guarantor of any obligations of Borrower.
 
 (b)  Borrower
        shall be personally liable to Lender for the repayment of a portion of the
        Indebtedness equal to any loss or damage suffered by Lender as a result
        of:
 
 (1)  failure
        of Borrower to pay to Lender upon demand after an Event of Default, all Rents
        to
        which Lender is entitled under Section 3(a) of the Security Instrument and
        the
        amount of all security deposits collected by Borrower from tenants then in
        residence;
 
 (2)  failure
        of Borrower to apply all insurance proceeds and condemnation proceeds as
        required by the Security Instrument;
 
 (3)  failure
        of Borrower to comply with Section 14(d) or (e) of the Security Instrument
        relating to the delivery of books and records, statements, schedules and
        reports;
 
 (4)  fraud
        or
        written material misrepresentation by Borrower, Key Principal or any officer,
        director, partner, member or employee of Borrower in connection with the
        application for or creation of the Indebtedness or any request for any action
        or
        consent by Lender; or
 
 (5)  failure
        to apply Rents, first, to the payment of reasonable operating expenses (other
        than Property management fees that are not currently payable pursuant to
        the
        terms of an Assignment of Management Agreement or any other agreement with
        Lender executed in connection with the Loan) and then to Debt Service Amounts,
        except that Borrower will not be personally liable (i) to the extent that
        Borrower lacks the legal right to direct the disbursement of such sums because
        of a bankruptcy, receivership or similar judicial proceeding, or (ii) with
        respect to Rents that are distributed in any calendar year if Borrower has
        paid
        all operating expenses and Debt Service Amounts for that calendar
        year.
 
 (c)  Borrower
        shall become personally liable to Lender for the repayment of all of the
        Indebtedness upon the occurrence of any of the following Events of Default:
 
 (1)  Borrower's
        acquisition of any property or operation of any business not permitted by
        Section 33 of the Security Instrument; or
 
 (2)  a
        Transfer that is an Event of Default under Section 21 of the Security
        Instrument.
 
 (d)  To
        the
        extent that Borrower has personal liability under this Paragraph 9, Lender
        may
        exercise its rights against Borrower personally without regard to whether
        Lender
        has exercised any rights against the Mortgaged Property or any other security,
        or pursued any rights against any guarantor, or pursued any other rights
        available to Lender under this Note, the Security Instrument, any other Loan
        Document or applicable law. For purposes of this Paragraph 9, the term
        "Mortgaged Property" shall not include any funds that (1) have been applied
        by
        Borrower as required or permitted by the Security Instrument prior to the
        occurrence of an Event of Default, or (2) Borrower was unable to apply as
        required or permitted by the Security Instrument because of a bankruptcy,
        receivership, or similar judicial proceeding.
 
 **10.**  **Voluntary
        and Involuntary Prepayments.**
 
 (a)  A
        prepayment premium shall be payable in connection with any prepayment made
        under
        this Note as provided below:
 
 (1)  Borrower
        may voluntarily prepay all (but not less than all) of the unpaid principal
        balance of this Note only on the last calendar day of a calendar month (the
        "Last Day of the Month") and only if Borrower has complied with all of the
        following:
 
 (i)
            Borrower
                must give Lender at least 30 days (if given via U.S. Postal Service)
                or 20
                days (if given via facsimile, email or overnight courier), but not
                more
                than 60 days, prior written notice of Borrower's intention to make
                a
                prepayment (the "Prepayment Notice"). The Prepayment Notice shall
                be given
                in writing (via facsimile, email, U.S. Postal Service or overnight
                courier) and addressed to Lender. The Prepayment Notice shall include,
                at
                a minimum, the Business Day upon which Borrower intends to make the
                prepayment (the "Intended Prepayment Date"). 
 (ii)
            Borrower
                acknowledges that the Lender is not required to accept any voluntary
                prepayment of this Note on any day other than the Last Day of the
                Month
                even (A) if Borrower has given a Prepayment Notice with an Intended
                Prepayment Date other than the Last Day of the Month or (B) if the
                Last
                Day of the Month is not a Business Day. Therefore, even if Lender
                accepts
                a voluntary prepayment on any day other than the Last Day of the
                Month,
                for all purposes (including the accrual of interest and the calculation
                of
                the prepayment premium), any prepayment received by Lender on any
                day
                other than the Last Day of the Month shall be deemed to have been
                received
                by Lender on the Last Day of the Month and any prepayment calculation
                will
                include interest to and including the Last Day of the Month in which
                such
                prepayment occurs. If the Last Day of the Month is not a Business
                Day,
                then the Borrower must make the payment on the Business Day immediately
                preceding the Last Day of the Month. 
 (iii)
            Any
                prepayment shall be made by paying (A) the amount of principal being
                prepaid, (B) all accrued interest (calculated to the Last Day of
                the
                Month), (C) all other sums due Lender at the time of such prepayment,
                and
                (D) the prepayment premium calculated pursuant to Schedule A. 
 (iv)
            If,
                for any reason, Borrower fails to prepay this Note (A) within five
                (5)
                Business Days after the Intended Prepayment Date or (B) if the prepayment
                occurs in a month other than the month stated in the original Prepayment
                Notice, then Lender shall have the right, but not the obligation,
                to
                recalculate the prepayment premium based upon the date that Borrower
                actually prepays this Note and to make such calculation as described
                in
                Schedule A attached hereto. For purposes of such recalculation, such
                new
                prepayment date shall be deemed the "Intended Prepayment Date." 
 (2)  Upon
        Lender's exercise of any right of acceleration under this Note, Borrower
        shall
        pay to Lender, in addition to the entire unpaid principal balance of this
        Note
        outstanding at the time of the acceleration, (i) all accrued interest and
        all
        other sums due Lender under this Note and the other Loan Documents, and
        (ii) the prepayment premium calculated pursuant to Schedule A.
 
 (3)  Any
        application by Lender of any collateral or other security to the repayment
        of
        any portion of the unpaid principal balance of this Note prior to the Maturity
        Date and in the absence of acceleration shall be deemed to be a partial
        prepayment by Borrower, requiring the payment to Lender by Borrower of a
        prepayment premium.
 
 (b)  Notwithstanding
        the provisions of Paragraph 10(a), no prepayment premium shall be payable
        (1)
        with respect to any prepayment occurring as a result of the application of
        any
        insurance proceeds or condemnation award under the Security Instrument, or
        (2)
        as provided in subparagraph (c) of Schedule A.
 
 (c)  Schedule
        A is hereby incorporated by reference into this Note.
 
 (d)  Any
        required prepayment of less than the entire unpaid principal balance of this
        Note shall not extend or postpone the due date of any subsequent monthly
        installments or change the amount of such installments, unless Lender agrees
        otherwise in writing.
 
 (e)  Borrower
        recognizes that any prepayment of the unpaid principal balance of this Note,
        whether voluntary or involuntary or resulting from a default by Borrower,
        will
        result in Lender's incurring loss, including reinvestment loss, additional
        expense and frustration or impairment of Lender's ability to meet its
        commitments to third parties. Borrower agrees to pay to Lender upon demand
        damages for the detriment caused by any prepayment, and agrees that it is
        extremely difficult and impractical to ascertain the extent of such damages.
        Borrower therefore acknowledges and agrees that the formula for calculating
        prepayment premiums set forth on Schedule A represents a reasonable estimate
        of
        the damages Lender will incur because of a prepayment.
 
 (f)  Borrower
        further acknowledges that the prepayment premium provisions of this Note
        are a
        material part of the consideration for the loan evidenced by this Note, and
        acknowledges that the terms of this Note are in other respects more favorable
        to
        Borrower as a result of the Borrower's voluntary agreement to the prepayment
        premium provisions.
 
 **11.**  **Costs
        and Expenses.** Borrower
        shall pay on demand all expenses and costs, including fees and out-of-pocket
        expenses of attorneys and expert witnesses and costs of investigation, incurred
        by Lender as a result of any default under this Note or in connection with
        efforts to collect any amount due under this Note, or to enforce the provisions
        of any of the other Loan Documents, including those incurred in post-judgment
        collection efforts and in any bankruptcy proceeding (including any action
        for
        relief from the automatic stay of any bankruptcy proceeding) or judicial
        or
        non-judicial foreclosure proceeding.
 
 **12.**  **Forbearance.** Any
        forbearance by Lender in exercising any right or remedy under this Note,
        the
        Security Instrument, or any other Loan Document or otherwise afforded by
        applicable law, shall not be a waiver of or preclude the exercise of that
        or any
        other right or remedy. The acceptance by Lender of any payment after the
        due
        date of such payment, or in an amount which is less than the required payment,
        shall not be a waiver of Lender's right to require prompt payment when due
        of
        all other payments or to exercise any right or remedy with respect to any
        failure to make prompt payment. Enforcement by Lender of any security for
        Borrower's obligations under this Note shall not constitute an election by
        Lender of remedies so as to preclude the exercise of any other right or remedy
        available to Lender.
 
 **13.**  **Waivers.** Presentment,
        demand, notice of dishonor, protest, notice of acceleration, notice of intent
        to
        demand or accelerate payment or maturity, presentment for payment, notice
        of
        nonpayment, grace, and diligence in collecting the Indebtedness are waived
        by
        Borrower, Key Principal, and all endorsers and guarantors of this Note and
        all
        other third party obligors.
 
 **14.**  **Loan
        Charges.** Borrower
        agrees to pay an effective rate of interest equal to the sum of the Interest
        Rate provided for in this Note and any additional rate of interest resulting
        from any other charges of interest or in the nature of interest paid or to
        be
        paid in connection with the loan evidenced by this Note and any other fees
        or
        amounts to be paid by Borrower pursuant to any of the other Loan Documents.
        Neither this Note nor any of the other Loan Documents shall be construed
        to
        create a contract for the use, forbearance or detention of money requiring
        payment of interest at a rate greater than the maximum interest rate permitted
        to be charged under applicable law. If any applicable law limiting the amount
        of
        interest or other charges permitted to be collected from Borrower in connection
        with the Loan is interpreted so that any interest or other charge provided
        for
        in any Loan Document, whether considered separately or together with other
        charges provided for in any other Loan Document, violates that law, and Borrower
        is entitled to the benefit of that law, that interest or charge is hereby
        reduced to the extent necessary to eliminate that violation. The amounts,
        if
        any, previously paid to Lender in excess of the permitted amounts shall be
        applied by Lender to reduce the unpaid principal balance of this Note. For
        the
        purpose of determining whether any applicable law limiting the amount of
        interest or other charges permitted to be collected from Borrower has been
        violated, all Indebtedness that constitutes interest, as well as all other
        charges made in connection with the Indebtedness that constitute interest,
        shall
        be deemed to be allocated and spread ratably over the stated term of the
        Note.
        Unless otherwise required by applicable law, such allocation and spreading
        shall
        be effected in such a manner that the rate of interest so computed is uniform
        throughout the stated term of the Note.
 
 **15.**  **Commercial
        Purpose.** Borrower
        represents that the Indebtedness is being incurred by Borrower solely for
        the
        purpose of carrying on a business or commercial enterprise, and not for
        personal, family or household purposes.
 
 **16.**  **Counting
        of Days.** Except
        where otherwise specifically provided, any reference in this Note to a period
        of
        "days" means calendar days, not Business Days.
 
 **17.**  **Governing
        Law.** This
        Note
        shall be governed by the law of the jurisdiction in which the Land is
        located.
 
 **18.**  **Captions.** The
        captions of the paragraphs of this Note are for convenience only and shall
        be
        disregarded in construing this Note.
 
 **19.**  **Notices** .
        All
        notices, demands and other communications required or permitted to be given
        by
        Lender to Borrower pursuant to this Note shall be given in accordance with
        Section 31 of the Security Instrument.
 
 **20.**  **Consent
        to Jurisdiction and Venue.** Borrower
        and Key Principal each agrees that any controversy arising under or in relation
        to this Note shall be litigated exclusively in the Property Jurisdiction.
        The
        state and federal courts and authorities with jurisdiction in the Property
        Jurisdiction shall have exclusive jurisdiction over all controversies which
        shall arise under or in relation to this Note. Borrower and Key Principal
        each
        irrevocably consents to service, jurisdiction, and venue of such courts for
        any
        such litigation and waives any other venue to which it might be entitled
        by
        virtue of domicile, habitual residence or otherwise.
 
 **21.**  **WAIVER
        OF TRIAL BY JURY. BORROWER, KEY PRINCIPAL AND LENDER EACH (A) AGREES NOT
        TO
        ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS NOTE
        OR THE
        RELATIONSHIP BETWEEN THE PARTIES AS LENDER, KEY PRINCIPAL AND BORROWER THAT
        IS
        TRIABLE OF RIGHT BY A JURY AND (B) WAIVES ANY RIGHT TO TRIAL BY JURY WITH
        RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN
        THE
        FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH
        PARTY,
        KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.**
 
 **22.**  **No
        Novation.** This
        Amended and Restated Multifamily Note does not extinguish the outstanding
        indebtedness evidenced by the Original Note or discharge or release the Original
        Deed of Trust or any other security, and the parties do not intend this Amended
        and Restated Multifamily Note to be a substitution or novation of the original
        indebtedness or instruments securing the same.
  
 **ATTACHED
        SCHEDULES. The following Schedules are attached to this
        Note:**
 
 **xSchedule
        A**  **Prepayment
        Premium (required)**
 
 **Schedule
        B**  **Modifications
        to Multifamily Note**
 
 
 **[DOCUMENT
        EXECUTION OCCURS ON FOLLOWING PAGES]**
  
 **IN
        WITNESS WHEREOF** ,
        Borrower has signed and delivered this Note under seal or has caused this
        Note
        to be signed and delivered under seal by its duly authorized representative.
        Borrower intends that this Note shall be deemed to be signed and delivered
        as a
        sealed instrument.
 
 **BORROWER:****NEW
                  FOREST APARTMENTS, LLC**a
                  Maryland limited liability company
 By:  AMERICAN
        HOUSING PROPERTIES L.P.
 a
        Delaware limited partnership
 Managing
        Member
 
 By:  American
        Housing Management Company
 a
        Delaware corporation
 General
        Partner
 
 
 By:  _/s/
        Paul Resnick___________________(Seal)
 Name:  _Paul
        Resnik____________________
 Title:  __Vice
        President__________________
  Borrower’s Employer
        Identification No. 20-5758721
 
 
 **[DOCUMENT
        EXECUTION CONTINUES ON THE FOLLOWING PAGE]**
 
 
 
 
 
 
 
 
 
 
 
 
 **WELLS
        FARGO BANK, N.A.** ,
        holder of the
        Original Note, signs below to acknowledge its consent to the terms of this
        Amended and Restated Multifamily Note.
 
 **WELLS
        FARGO BANK, N.A.**
 a
        national banking association
 
  By:  _/s/Edward
        D. Hussey______________(SEAL)
 Edward
        D.
        Hussey
 Senior
        Vice President
 
 
 
 Fannie
        Mae Commitment Number: 943255
  
  
 
 
 **ENDORSEMENT**
 
 **TO
        AMENDED AND RESTATED MULTIFAMILY NOTE**
 
 dated
        as
        of November 1, 2006,
 
 given
        by
 
 **NEW
        FOREST APARTMENTS, LLC**
 a
        Maryland limited liability company
 
 to
 
 **WELLS
        FARGO BANK, N.A.**
 a
        national banking association
 
 in
        the
        original principal amount of $23,000,000.00
 
 
 
 Pay
        to
        the order of **FANNIE
        MAE** ,
        without
        recourse.
 
 
 **WELLS
        FARGO BANK, N.A.**
 a
        national banking association
 
 
 By:  ___Edward
        D. Hussey____________________________(Seal)
 Edward
        D.
        Hussey
 Senior
        Vice President
 
 
 Date:  as
        of
        November 1, 2006
  
  
 **ACKNOWLEDGMENT
        AND AGREEMENT OF KEY PRINCIPAL TO**
 **PERSONAL
        LIABILITY FOR EXCEPTIONS TO NON-RECOURSE LIABILITY**
  Key
        Principal, who has an economic interest in Borrower or who will otherwise
        obtain
        a material financial benefit from the Loan, hereby absolutely, unconditionally
        and irrevocably agrees to pay to Lender, or its assigns, on demand, all amounts
        for which Borrower is personally liable under Paragraph 9 of the Multifamily
        Note to which this Acknowledgment is attached (the " **Note** ").
        The
        obligations of Key Principal shall survive any foreclosure proceeding, any
        foreclosure sale, any delivery of any deed in lieu of foreclosure, and any
        release of record of the Security Instrument. Lender may pursue its remedies
        against Key Principal without first exhausting its remedies against the Borrower
        or the Mortgaged Property. All capitalized terms used but not defined in
        this
        Acknowledgment shall have the meanings given to such terms in the Security
        Instrument. As used in this Acknowledgment, the term "Key Principal" (each
        if
        more than one) shall mean only those individuals or entities that execute
        this
        Acknowledgment.
 
 The
        obligations of Key Principal shall be performed without demand by Lender
        and
        shall be unconditional irrespective of the genuineness, validity, or
        enforceability of the Note, or any other Loan Document, and without regard
        to
        any other circumstance which might otherwise constitute a legal or equitable
        discharge of a surety or a guarantor. Key Principal hereby waives the benefit
        of
        all principles or provisions of law, which are or might be in conflict with
        the
        terms of this Acknowledgment, and agrees that Key Principal's obligations
        shall
        not be affected by any circumstances which might otherwise constitute a legal
        or
        equitable discharge of a surety or a guarantor. Key Principal hereby waives
        the
        benefits of any right of discharge and all other rights under any and all
        statutes or other laws relating to guarantors or sureties, to the fullest
        extent
        permitted by law, diligence in collecting the Indebtedness, presentment,
        demand
        for payment, protest, all notices with respect to the Note including this
        Acknowledgment, which may be required by statute, rule of law or otherwise
        to
        preserve Lender's rights against Key Principal under this Acknowledgment,
        including notice of acceptance, notice of any amendment of the Loan Documents,
        notice of the occurrence of any default or Event of Default, notice of intent
        to
        accelerate, notice of acceleration, notice of dishonor, notice of foreclosure,
        notice of protest, notice of the incurring by Borrower of any obligation
        or
        indebtedness and all rights to require Lender to (a) proceed against Borrower,
        (b) proceed against any general partner of Borrower, (c) proceed against
        or
        exhaust any collateral held by Lender to secure the repayment of the
        Indebtedness, or (d) if Borrower is a partnership, pursue any other remedy
        it
        may have against Borrower, or any general partner of Borrower.
 
 At
        any
        time without notice to Key Principal, and without affecting the liability
        of Key
        Principal hereunder, (a) the time for payment of the principal of or interest
        on
        the Indebtedness may be extended or the Indebtedness may be renewed in whole
        or
        in part; (b) the time for Borrower's performance of or compliance with any
        covenant or agreement contained in the Note, or any other Loan Document,
        whether
        presently existing or hereinafter entered into, may be extended or such
        performance or compliance may be waived; (c) the maturity of the Indebtedness
        may be accelerated as provided in the Note or any other Loan Document; (d)
        the
        Note or any other Loan Document may be modified or amended by Lender and
        Borrower in any respect, including an increase in the principal amount; and
        (e)
        any security for the Indebtedness may be modified, exchanged, surrendered
        or
        otherwise dealt with or additional security may be pledged or mortgaged for
        the
        Indebtedness.
 
 Key
        Principal acknowledges that Key Principal has received a copy of the Note
        and
        all other Loan Documents. Neither this Acknowledgment nor any of its provisions
        may be waived, modified, amended, discharged, or terminated except by an
        agreement in writing signed by the party against which the enforcement of
        the
        waiver, modification, amendment, discharge, or termination is sought, and
        then
        only to the extent set forth in that agreement. Key Principal agrees to notify
        Lender (in the manner for giving notices provided in Section 31 of the Security
        Instrument) of any change of Key Principal's address within 10 Business Days
        after such change of address occurs. Any notices to Key Principal shall be
        given
        in the manner provided in Section 31 of the Security Instrument. Key Principal
        agrees to be bound by Paragraphs 20 and 21 of the Note.
 
  
 **THIS
        ACKNOWLEDGMENT IS AN INSTRUMENT SEPARATE FROM, AND NOT A PART OF, THE NOTE.
        BY
        SIGNING THIS ACKNOWLEDGMENT, KEY PRINCIPAL DOES NOT INTEND TO BECOME AN
        ACCOMMODATION PARTY TO, OR AN ENDORSER OF, THE NOTE.**
 
 
 **[DOCUMENT
        EXECUTION OCCURS ON FOLLOWING PAGE]**
  **IN
        WITNESS WHEREOF** ,
        Key
        Principal has signed and delivered this Acknowledgment under seal or has
        caused
        this Acknowledgment to be signed and delivered under seal by its duly authorized
        representative. Key Principal intends that this Acknowledgment shall be deemed
        to be signed and delivered as a sealed instrument.
 
  **KEY
                  PRINCIPAL****AMERICAN
                  HOUSING PROPERTIES L.P.**
                a
                  Delaware limited partnershipBy:American
                  Housing Management Company
                a
                  Delaware corporation
                General
                  Partner
                
                By:_/s/
                  Paul Resnick___________________(Seal)
                Name:_Paul
                  Resnik____________________
                Title:__Vice
                  President__________________Address:
                  222 Smallwood Village Center
                St.
                  Charles, Maryland 20602Employer
                  ID Number: 52-2106195
 
  
  
 **SCHEDULE
        A**
 
 **PREPAYMENT
        PREMIUM**
 
 
 Any
        prepayment premium payable under Paragraph 10 of this Note shall be computed
        as
        follows:
 
 (a)
              If
                  the prepayment is made at any time after the date of this Note
                  and before
                  the Yield Maintenance Period End Date, the prepayment premium shall
                  be the
                  greater of:
 
 (i)  1%
        of the
        amount of principal being prepaid; or
 
 (ii)  The
        product obtained by multiplying:
 
 (A)  the
        amount of principal being prepaid,
 
 *by*
 
 (B)
              the
                  difference obtained by subtracting from the Interest Rate on this
                  Note the
                  yield rate (the "**Yield
                  Rate**")
                  on the 9.25% U.S. Treasury Security due February 2016 (the "**Specified
                  U.S. Treasury Security**"),
                  on the twenty-fifth Business Day preceding (x) the Intended Prepayment
                  Date, or (y) the date Lender accelerates the Loan or otherwise
                  accepts a
                  prepayment pursuant to Paragraph 10(a)(3) of this Note, as the
                  Yield Rate
                  is reported in*The
                  Wall Street Journal,*
 
 *by*
 
 (C)  the
        present value factor calculated using the following formula:
 
 1
        - (1
        + r) -n/12
 r
 
 [r
        =  Yield
        Rate
 n
        =  the
        number of months remaining between (1 ) either
        of
        the following: (x ) in
        the
        case of a voluntary prepayment, the Last Day of the Month during which the
        prepayment is made, or (y) in
        any other case, the date on which Lender accelerates the unpaid principal
        balance of this Note and (2) the Yield Maintenance Period End
        Date]
 
 In
        the
        event that no Yield Rate is published for the Specified U.S. Treasury Security,
        then the nearest equivalent non-callable U.S. Treasury Security having a
        maturity date closest to the Yield Maintenance Period End Date of this Note
        shall be selected at Lender's
        discretion. If the publication of such Yield Rates in *The
        Wall Street Journal* is
        discontinued, Lender shall determine such Yield Rates from another source
        selected by Lender.
 
 (b)
              If
                  the prepayment is made on or after the Yield Maintenance Period
                  End Date
                  but before the last calendar day of the 4th month prior to the
                  month in
                  which the Maturity Date occurs, the prepayment premium shall be
                  1% of the
                  amount of principal being prepaid.
 
 (c)
              Notwithstanding
                  the provisions of Paragraph 10(a) of this Note, no prepayment premium
                  shall be payable with respect to any prepayment made on or after
                  the last
                  calendar day of the 4th month prior to the month in which the Maturity
                  Date occurs.
 
 
 
 ____/s/
                  PR_________________Borrower
                  Initials