MULTIFAMILY NOTE

 US $1,100,000                                New Orleans, Louisiana
                                                  as of July 9, 1998

      FOR VALUE RECEIVED, the undersigned ("Borrower") jointly and severally (if
 more than one)  promises to pay to the order of INVESTMENT  PROPERTY  MORTGAGE,
 L.L.C., a Louisiana limited liability company, the principal sum of One Million
 One Hundred Thousand and No/100ths  Dollars (US$],]  00,000),  with interest on
 the unpaid  principal  balance at the annual rate of Six and 69/1 00ths percent
 (6.69%).

      1. Defined  Terms.  As used in this Note,  (i) the term "Lender" means the
 holder of tills Note, and (11) the term "Indebtedness"  means 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.  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 (as
 defined in Paragraph 5).

      2. Address for Payment. All payments due under tills Note shall be payable
 at 300 Plaza,  One Shell Square,  New Orleans,  Louisiana  70139, 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) Unless  disbursement of principal is made by Lender to Borrower on the
 first day of tile  month,  interest  for the period  beginning  oil the date of
 disbursement  and ending on and  including  tile last day of the month in which
 such disbursement is made shall be payable simultaneously with the execution of
 tills  Note.  Interest  under  this Note shall be  computed  oil the basis of a
 360-day year consisting of twelve 30-day months.

      (b) Consecutive  monthly  installments of principal and interest,  each in
 the amount of Seven Thousand Ninety and 76/100ths Dollars (US $7,090.76), shall
 be payable  oil the first day of each month  beginning  on  September  1, 1998,
 until the entire  unpaid  principal  balance  evidenced  by tills Note is fully
 paid.  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, and any reference  below
 to "accrued interest" shall refer to accrued interest which has not become part
 of the unpaid principal balance.  Any remaining principal and interest shall be
 due and payable on August 1, 2008 or oil any earlier date oil which tile unpaid
 principal  balance of this Note becomes due and  payable,  by  acceleration  or
 otherwise (tile "Maturity  Date").  The unpaid principal balance shall continue
 to bear  interest  after the  Maturity  Date at the Default  Rate set forth Ili
 tills Note until and including the date oil which it is paid in full.

      (c) Any regularly  scheduled monthly Installment of principal and Interest
 that is received  by Lender  before tile date it is due shall be deemed to have
 been received oil the due date solely for tile purpose of calculating  interest
 due.




<PAGE>


      4. Application of Payments. If at any time Lender receives,  from Borrower
 or otherwise, any amount applicable to tile 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 a
 multifamily mortgage, deed to secure debt or deed of trust dated as of the date
 of this Note (the "Security Instrument"), and reference is made to the Security
 Instrument  for other  rights  of Lender  concerning  tile  collateral  for the
 Indebtedness.

      6.    Acceleration. If all 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 tills Note and any
 other Loan  Document  shall at once become due and  payable,  at tile 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 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 amount is due, Borrower shall pay to Lender,  immediately and
 without  demand by Lender,  a late  charge  equal to 5 percent of such  amount.
 Borrower  acknowledges  that its  failure to make  timely  payments  will cause
 Lender to incur  additional  expenses  in  servicing  and  processing  the loan
 evidenced by this Note (tile  "Loan"),  and that it is extremely  difficult and
 impractical to determine those  additional  expenses.  Borrower agrees that the
 late  charge  payable  pursuant  to  tills  Paragraph  represents  a  fair  and
 reasonable  estimate,  taking into account all  circumstances  existing oil 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 tills
 Note shall  accrue oil tile unpaid  principal  balance from tile earlier of the
 due date of the first  unpaid  monthly  installment  or other  payment  due, as
 applicable,  at a rate (the "Default Rate") equal to the lesser of 4 percentage
 points  above  tile  rate  stated in the  first  paragraph  of this Note or the
 maximum  interest rate which may be collected  from Borrower  Under  applicable
 law. If the unpaid  principal  balance and all accrued interest are not paid in
 full oil 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 tills 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 oil 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 tills 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 tile increase
 in the rate of interest payable under this Note to tile Default Rate




<PAGE>


 represents   a  fair  and   reasonable   estimate,   taking  into  account  all
 circumstances  existing oil 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 tills Paragraph 9, Borrower shall have
 no personal  liability  under this Note,  the Security  Instrument or any other
 Loan Document for the repayment of tile  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 and any other  collateral held by Lender as security
 for the Indebtedness.  This limitation oil 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 (I) 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 tile
 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 tile payment of reasonable  operating expenses (other
 than Property  management fees that are not currently  payable  pursuant to the
 terms of all  Assignment of Management  Agreement or any other  agreement  with
 Lender executed in connection with the Loan) and then to amounts ("Debt Service
 Amounts")  payable under this Note,  the Security  Instrument or any other Loan
 Document (except that Borrower will not be personally  liable (1) 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 (11)
 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 tile repayment
 of all of tile  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 all  Event  of  Default  under  Section  21 of the  Security
 Instrument.

      (d) To the  extent  that  Borrower  has  personal  liability  under  tills
 Paragraph 9, Lender may exercise its rights against Borrower personally without
 regard to  whether  Lender has  exercised  any rights  against  tile  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 tills
 Paragraph 9, tile term  "Mortgaged  Property"  shall not include any funds that
 (I) 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 oil the last Business Day of a
      calendar  month if Borrower has given Lender at least 30 days prior notice
      of its Intention to make such prepayment. Such prepayment shall be made by
      paying  (A) the  amount  of  principal  being  prepaid,  (B)  all  accrued
      interest,  (C) all other sums due  Lender at the time of such  prepayment,
      and (D) the prepayment premium calculated  pursuant to Schedule A. For all
      purposes,  including the accrual of interest,  any prepayment  received by
      Lender on any day other than the last  calendar  day of the month shall be
      deemed to have been received on the last  calendar day of such month.  For
      purposes  of this  Note,  a  "Business  Day"  means any day  other  than a
      Saturday,  Sunday  or any  other  day oil  which  Lender  is not  open for
      business.

           (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, (A) all accrued interest and all other sums due Lender under
      this Note and the other Loan  Documents,  and (B) 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 tile payment to
      Lender  by  Borrower  of a  prepayment  premium.  Tile  amount of any such
      partial  prepayment  shall  be  computed  so as to  provide  to  Lender  a
      prepayment premium computed pursuant to Schedule A without Borrower having
      to pay out-of-pocket any additional amounts.

      (b)  Notwithstanding  the  provisions  of Paragraph  10(a),  no prepayment
 premium shall be payable with respect to (A) any  prepayment  made no more than
 90 days before the Maturity Date, or (B) any  prepayment  occurring as a result
 of tile application of any insurance  proceeds or condemnation  award under the
 Security Instrument.

      (c) Schedule A is hereby Incorporated by reference into this Note.

      (d) Any required  prepayment of less than the 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 tile 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 tills Note are a material part of the  consideration  for the loan evidenced
 by this  Note,  and  acknowledges  that  tile  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 tile due date of such payment, or in an amount which is less than
 tile  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 all 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 tills Note and all other third party obligors.

      14. Loan Charges. 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 tile benefit of that law, that interest or charge is hereby reduced
 to tile extent  necessary to eliminate that  violation.  Tile amounts,  if any,
 previously paid to Lender in excess of tile 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 tile 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 tile rate of  interest  so computed is uniform
 throughout the stated term of tile Note.








<PAGE>


      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 tile 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 3 1 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  jurisdiction  in which the Land is located (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.
      ATTACHED SCHEDULES. The following Schedules are attached to
       this Note:

            Schedule A Prepayment Premium (required)

            Schedule B Modifications to Multifamily
            Note

       IN WITNESS  WHEREOF,  Borrower has signed and delivered  this Note or has
 caused  this  Note  to  be  signed  and   delivered  by  its  duly   authorized
 representative.

                      BORROWER:
                      402 JULIA STREET ASSOCIATES LIMITED PARTNERSHIP,
                      a Delaware limited partnership

                      By:  HISTORIC PRESERVATION PROPERTIES 1989
                     LIMITED PARTNERSHIP, a Delaware limited
                    partnership ("HPP"), its General Partner

                      By: BOSTON HISTORIC PARTNERS LIMITED
                      PARTNERSHIP, a Massachusetts limited
                           partnership
                         ("BHP"), HPP's General Partner

                                By:  PORTFOLIO ADVIS
                                 a Massachusetts
                                     corporation,
                              BHP's General Partner

                                     By:
                                          Terrence P. Sullivan
                                    President

                                By:
                              Terrence P. Sullivan,
                              BHP's General Partner

 "NE VARIETUR "for identification with an Act of Mortgage passed this day before
 me, Notary.

              MA, July  1998

                                                  JOANNE M. LAURIA
 Name:               My commission
 expires:                 Notary Public
                                                  My Commission Expires October
                                                  29, 2004

               [SIGNATURES CONTINUE ON FOLLOWING PAGE]










<PAGE>


                      BORROWER:
                      402 JULIA STREET ASSOCIATES LIMITED PARTNERSHIP,
                      a Delaware limited partnership

                      By:
                           Henry M. Lambert, its General
                           Partner

                      By:
                           R. Carey Bond, its General
                           Partner

                      Borrower's Social Security/Employer ID Number:
                      72-1149319

 "NE VARIETUR "for
 identification with an Act of
 Mortgage passed this day
 before me. Notary.

 New Orleans, LA., July _,
 1998

 Name: Paul E. Ramoni, Jr., My commission
 expires at my death.

 Pay to the Order of FANNIE MAE Without Recourse.

 INVESTMENT PROPERTY MORTGAGE, L.L.C.
 a Louisiana limited
 liability company

 BY:  STANDARD MORTGAGE CORPORATION
      a Louisiana corporation
      Manager

      By:
            F. Owen Kendrick
            Vice President

 "NE I/ARIETUR "for identification, with an Act of Assignment of Mor1gage passed
 this day before me, Notary New Orleans, LA., July , 1998

 Name: Paul E. Ramoni, Jr.
 My commission expires at my
 death.










<PAGE>


                              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 during the first 9Y2 years  beginning on the
      date of the Note
            (the "Yield Maintenance Period"), the prepayment premium
            shall be tile greater of-

                 (i) % of the unpaid  principal  balance of this Note;  or (i i)
                 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
                           5.625%  U.S.   Treasury  Security  due  05/2008  (the
                           "Specified  U.S.  Treasury  Security"),  as the Yield
                           Rate is reported  in The Wall  Street  Journal on the
                           fifth  Business Day  preceding (x) the date notice of
                           prepayment  is given to Lender  where  prepayment  is
                           voluntary,  or (y) the date  Lender  accelerates  the
                           Loan,

                      by

                      (C)  the  present  value  factor   calculated   using  the
                      following formula:

                                1 - (1 + r) -n 
                                   r
                                [r  =  Yield Rate
                                n = the  number of  365-day  years  (or  366-day
                                years, if applicable), and any fraction thereof,
                                remaining  between the  Prepayment  Date and the
                                expiration of the Yield Maintenance Period]

















                           In the event that no Yield Rate is published  for the
                           Specified U.S.  Treasury  Security,  then the nearest
                           equivalent U.S.  Treasury  Security shall be selected
                           at Lender's  discretion.  If tile publication of such
                           Yield   Rates  in  The   Wall   Street   Journal   is
                           discontinued, Lender shall determine such Yield Rates
                           from another source selected by Lender.

                           For purposes of subparagraph (ii)(C), the "Prepayment
                           Date"  shall  be  (x)  in  the  case  of a  voluntary
                           prepayment, the date on which the prepayment is made,
                           and (y) in any other case,  the date on which  Lender
                           accelerates  the  unpaid  principal  balance  of this
                           Note.

      (b)  If  the  prepayment  is  made  after  the  expiration  of  the  Yield
      Maintenance Period but more
            than 90 days before the Maturity Date, the prepayment  premium shall
            be 1% of the unpaid principal balance of this Note.






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