FORBEARANCE AGREEMENT


   	FORBEARANCE AGREEMENT dated as of July 1, 1997 by and among HISTORIC 
PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP, a Delaware limited 
Partnership ("HPP"), and EAST BANK ANGEL JOINT VENTURE, an Oregon General 
partnership (the "Developer").

                           RECITALS

  	A.	HPP and the Developer are the partners of Portland Lofts Associates 
Limited Partnership, a Delaware limited partnership (the "Partnership"), 
pursuant to the Amended and Restated Agreement of Limited Partnership of 
the Partnership dated as of August 30, 1989 (the "Partnership Agreement").

  	B.	The parties desire to clarify their understanding regarding certain 
provisions of the Partnership Agreement and amend the Partnership 
Agreement as set forth below.

  	C.	Capitalized terms used herein are not otherwise defined shall have 
the meaning set forth in the Partnership Agreement.

  	NOW, THEREFORE, in consideration of the mutual covenants contained in 
this Agreement as follows:

   1.	The parties acknowledge and ratify the provisions of Section 5.12 
of the Partnership Agreement, subject to the changes described herein.

   2. 	The parties agree that the "Fifth Anniversary Date" for purposes 
of Section 5.12 of the Partnership Agreement is December 31, 1996.

   3.	The parties agree that the Call Option expired on June 30, 1997.

   4.	The parties agree that HPP's Put Right began on July 1, 1997.

   5.	Provided that HPP receives distributions of no less than $30,000 
for each quarter commencing July 1, 1997, HPP agrees that it will forbear 
its right to exercise its Put Right until July 1, 2000.

   6.	For purposes of determination of the "Fixed Price" under Section 
5.12(a), the language reading "(A) $5,750,000 over.." is hereby changes 
to "(A) $5,750,000 plus $25,467 for each month commencing July 1, 1997 
through the month in which the closing of the sale of HPP's interest is 
consummated pursuant to the Put Right over.."

   7.	In all other respects, the provision of the Partnership Agreement, 
including, without limitation, Section 5.12 as modified herein, and 
Section 9.09 are hereby ratified and confirmed.

    IN WITNESS WHEREOF, the Partners have executed this agreement as 
of the date first above written.

            					HISTORIC PRESERVATION PROPERTIES 1989
            					LIMITED PARTNERSHIP

                	By:   	Boston Historic Partners Limited Partnership
		                      general partner

                      		By:   Portfolio Advisory Services, Inc.,
                          			 general partner

                           			By:   /s/ Terrence P. Sullivan, President
                                				Terrence P. Sullivan, President

                              and

                            		By:	/s/ Terrence P. Sullivan, GP    		
                           		    	Terrence P. Sullivan, general partner	

                        	EAST BANK ANGEL JOINT VENTURE

                            		By:   /s/ Joseph W. Angel		                
                                			 Joseph W. Angel, partner			
	 			   
	      	                      and

                            		By:   PACIFIC STAR CORPORATION, partner

                                			 By:  /s/ Joseph W. Angel		  
                               				 Joseph W. Angel, President

















S:\HPP89\89ForbearExh97.doc