ASSET MANAGEMENT AGREEMENT



      THIS ASSET  MANAGEMENT  AGREEMENT ( the  "Agreement")  is made and entered
into as of July 1, 1998 by and among HISTORIC  PRESERVATION  PROPERTIES  LIMITED
PARTNERSHIP,  a Delaware limited partnership ("HPP 1987"), HISTORIC PRESERVATION
PROPERTIES  1988  LIMITED  PARTNERSHIP,  a Delaware  limited  partnership  ("HPP
1988"),  HISTORIC PRESERVATION  PROPERTIES 1989 LIMITED PARTNERSHIP,  a Delaware
limited partnership ("HPP 1989"), HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX
CREDIT  Fund, a DELAWARE  limited  partnership  ("HPP 1990") and Gunn  Financial
Incorporated, a Massachusetts corporation ("Gunn").

                                  RECITALS

      A. HPP 1987,  HPP 1988,  HPP 1989 and HPP 1990 are sometimes  individually
referred to herein as an "HPP Partnership" and collectively  referred to as "HPP
Partnerships."

      B. The HPP  Partnerships  were  organized  and formed to invest in certain
joint  ventures ( the "project  Partnerships")  which own real  properties  (the
"Properties")  which qualify for the  rehabilitation tax credit under Section 48
of the Internal Revenue Code of 1986, as amended (the "Code").

      C. The general  partner of HPP 1987 is Boston  Historic  Partners  Limited
Partnership,  a Massachusetts  limited partnership  ("BHP"). The business of HPP
1987 is governed by its Amended and Restated Limited Partnership Agreement dated
as of May 15, 1987 (the "HPP 1987 Partnership Agreement").  HPP owns an interest
in each of the Project Partnerships listed on Exhibit A attached hereto.

      D. The  general  partner of HPP 1988 is BHP.  The  business of HPP 1988 is
governed by its Amended and Restated Limited  Partnership  Agreement dated as of
February  24,  1988  (the "HPP 1988  Partnership  Agreement").  HPP 1988 owns an
interest  in each of the  Project  Partnerships  listed on  Exhibit  B  attached
hereto.

      E. The  general  partner of HPP 1989 is BHP.  The  business of HPP 1989 is
governed by its Amended and Restated Limited  Partnership  Agreement dated as of
December  19,  1988  (the "HPP 1989  Partnership  Agreement").  HPP 1989 owns an
interest in each of the Project  Partnerships and the property listed on Exhibit
C attached hereto.

      F. The general partner of HPP 1990 is Boston Historic  Partners II Limited
Partnership, a Massachusetts limited partnership ("BHP II"). The business of HPP
1990 is governed by its Amended and Restated Limited Partnership Agreement dated
as of May 30,  1990  (the "HPP 1990  Partnership  Agreement").  HPP 1990 owns an
interest  in each of the  Project  Partnerships  listed on  Exhibit  D  attached
hereto.

      G. The HPP 1987 Partnership Agreement, HPP 1988 Partnership Agreement, HPP
1989  Partnership  Agreement  and HPP 1990  Partnership  Agreement are sometimes
individually  referred to as an "HPP  Partnership  Agreement"  and  collectively
referred to as the "HPP Partnership Agreements."

      H. Each of the HPP  Partnerships  desires to engage Gunn to manage certain
of the  business  affairs of the HPP  Partnerships  and provide the services set
forth in this Agreement on the terms and conditions hereinafter set forth.

      I. Gunn  desires  to perform  such  services  on the terms and  conditions
hereinafter set forth.

      NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

      Section 1.     Engagement of Gunn

      Each HPP Partnership  hereby engages and designates Gunn as the manager of
certain of the business  affairs of the HPP Partnerships as more fully set forth
herein. Gunn hereby accepts such engagement and designation and hereby agrees to
perform its obligations  under this agreement in a businesslike and professional
manner. Gunn shall at all times act only at the specific direction of BHP or BHP
II. Every act performed by Gunn or any agent or employee of Gunn pursuant to the
authority  granted by this Agreement shall be done as an independent  contractor
on behalf of the HPP  Partnerships  and all  obligations  or  expenses  incurred
hereunder  shall  be  for  the  account  of  and  at  the  expense  of  the  HPP
Partnerships, except as otherwise specifically provided hereunder.

      Section 2.     Duties of Gunn

      2.1 Duties.  It shall be the  obligation  of Gunn to perform the following
duties on behalf of HPP Partnerships (the "Services"):

           (a)  Asset Management Services.  Gunn Shall assist BHP and BHP
II in
      monitoring the operations of the Properties to the extent
specifically directed by
      BHP and BHP II from time to time and shall periodically meet as
reasonably
      requested with representatives of BHP and BHP II to discuss current
property
      operations.  Unless otherwise specifically directed by BHP or BHP II
in writing,
      a representative of Gunn will visit and meet with the independent
third party
      property management company, where applicable, for those properties
(the
      "Properties") indicated on Exhibits A through D, at least once a year
so long as
      such Properties are owned by an HPP Partnership a Project Partnership
having
      an HPP Partnership as a partner.  A representative of Gunn will visit
any other
      properties  from  time to time  owned by an HPP  Partnership  of a Project
      Partnership only on an as-needed basis as specifically requested in
writing by BHP
      or BHP II.

           (b)  Accounting  Services.  Gunn  will  assist  BHP  and  BHP  II  in
      Maintaining all accounting records for the HPP Partnerships and
preparing work
      paper packages and quarterly and annual financial statements for the
HPP
      Partnerships as applicable, assist BHP and BHP II in the preparation
of tax returns
      and other reports to investors as applicable.  Gunn shall assist BHP
and BHP II in
      keeping books and records relating to the HPP Partnerships in
accordance with
      generally accepted accounting principles, uniformly and consistently
applied from
      year to year, take all reasonable steps to assist the HPP
Partnerships in keeping
      records of all transactions, make available for inspection by BHP and
BHP II, at all
      reasonable times the books and records relating to the HPP
Partnerships, and
      furnish such information concerning the HPP Partnerships to such
persons as
      BHP and BHP II may, in writing, reasonably request.  In addition,
Gunn will assist
      BHP and BHP II in preparing and filing all reports required by the
Securities and
      Exchange Commission, including those items required by Section 8.4 of
each of
      the HPP 89 and HPP 90 Partnership Agreements.  HPP 87 and HPP 88 do
not
      file with the SEC based on a hardship exemption but they do provide
investors
      with a complete unaudited Annual Report.

           (c)  Investor  Services.  Gunn  will  assist  BHP  and  BHP II in the
      preparation and distribution of (I) quarterly and annual reports to
the investors in
      the HPP 90 Partnership, annual reports for HPP 87, HPP 88, and HPP
89. (ii) the
      annual form K-1 that enables the investors to file their respective
tax returns, and
      (iii) responding to and serving investors and their related
broker/dealer and
      representatives as required.  HPP 89 will also provide copies of the
quarterly 10-Q
      upon request.  Copies of the above correspondences shall be
distributed to
      Brokers of Record and the Due Diligence officers of selling broker
dealer firms
      consistent with prior levels of service.

           (d) Personnel.  In performing  Services,  Gunn will utilize its staff
and
      make available to the assignment, professional, competent individuals
who can
      effectively perform the Services at a level anticipated by both Gunn
and HPP.
      All employees be employees of Gunn, but are subject to reimbursement
pursuant
      to Section 3.2.

           (e)  Office Space.  Gunn will provide allocable office space for
its
      personnel as may be necessary to perform the Services.  The HPP
Partnerships
      hereby agree to pay the amount equal to allocable rent charges as set
forth in the
      operating budget.

           (f)  Support Staff.  Gunn will provide or arrange for the
provision of
      appropriate office support to perform the Services, including
secretarial staff and
      office equipment, salaries of employees and  other general overhead
of Gunn, costs
      of accounting, statistical or bookkeeping services and computing or
accounting
      equipment, travel, telephone communications and other general and
administrative
      expenses.  All costs are to be reimbursed pursuant to Section 3.2.

           (g) Cooperation by HPP. The HPP Partnerships shall deliver to Gunn
      copies of all documents in the possession of, or available to, the
HPP Partnerships
      which relate to the HPP Partnerships and/or the financing, operation,
management
      and leasing of each Property.

      The HPP Partnerships  acknowledge that the Services  provided by Gunn will
be based in large part on information  received from the HPP Partnerships.  Gunn
shall be  entitled  to  assume  that all such  information  (including,  without
limitation, financial statements and other financial data) received from the HPP
Partnerships shall be complete and accurate,  and that such information will nit
contain,  or omit to contain,  any  statement of material  fact known by the HPP
Partnerships  to be false or  misleading.  Gunn  will  not  (and  shall  have no
obligation  to the  HPP  Partnerships  to)  undertake  to  make  an  independent
verification of any such information unless  specifically  requested to do so by
the HPP Partnerships in writing.  The HPP Partnerships  hereby represent to Gunn
that  no  information  furnished  or to be  furnished  by the  HPP  Partnerships
hereunder or in connection  with the consulting  services to be provided by Gunn
hereunder,  contains or will contain any untrue  statement of material  fact, or
omits or will omit to state a material fact  necessary to make such  information
not misleading.  The HPP Partnerships hereby agree that they have an affirmative
obligation  hereunder to disclose any material facts necessary to enable Gunn to
provide its Services hereunder.

      2.2  Amount of Time,  Etc.,  Required  of the  Designated  Personnel.  The
parties  acknowledge  that the  officers,  directors  and  employees of Gunn may
engage in significant real estate,  financial and securities  related businesses
during the term of this  Agreement  in  addition to those  contemplated  by this
Agreement.  Some of these  activities may be competitive  with the activities of
the HPP  Partnerships.  The HPP  Partnerships  hereby  consent to the  officers,
employees and directors of Gunn engaging in such competitive  activities.  Under
no  circumstances  will Gunn or any of its  personnel  or agents be  required to
devote all of their time,  resources  or personnel  to the  performance  of this
Agreement  but only be required to devote such time . resources and personnel as
is necessary for them to fulfill their obligations hereunder.

      Section 3.Compensation and Reimbursement.

      3.1 Base Fee. The HPP Partnerships shall pay to Gunn a base monthly fee of
$1,500 per property  (except as indicated on Exhibit C) for each Property  owned
directly or indirectly by such HPP Partnership,  as noted on Exhibits A, B, C or
D  (the  "Base  Fee").  The  Base  Fee  shall  be due  and  payable  in  monthly
installments on the tenth business day of each month throughout the term of this
Agreement.  The Base Fee shall be in the following amounts through June 30, 1999
and  will  be  adjusted  at  that  time  to  properly   reflect  the  number  of
properties/investee  partnerships  in place at that time for the next  reporting
period, ending June 30, 2000:

                     HPP 1987  $36,000
                     HPP 1988  $72,000
                     HPP 1989  $63,000
                     HPP 1990  $36,000

      3.2  Reimbursement.  The HPP Partnerships shall pay the directly allocable
costs  incurred by Gunn in providing the Services and the costs and expenses set
forth in the  budget for the  period  July 1, 1998  through  December  31,  1998
attached hereto as Exhibit E (the "Budget"). The Budget has been approved by the
HPP  Partnerships.  A new budget will be prepared for the period from January 1,
1999 through  December 31, 2000. Total charges which are more than 10% in excess
of the Budget must be approved by the HPP  Partnerships in advance.  Payments to
Gunn under  this  Section  3.2 will be made  monthly.  All such  costs  shall be
allocated to and paid by the HPP  Partnerships as follows for the period July 1,
1998 through December 31, 1998 fiscal year:

                     HPP 1987  4.80% HPP 1988  26.65%  HPP 1989  24.28% HPP 1990
                     44.27%

These  allocations  will be reviewed and reset,  if appropriate in the following
fiscal  year.  Gunn shall  provide a new annual  budget by November 15, 1998 for
fiscal year January 1, 1999 through December 31, 1999.  Expense  allocations may
change from year to year based on various  factors.  The budget must be approved
in advance in advance by the HPP Partnerships by December 15th of each year.

      3.3 Extra Services.  If requested in writing by BHP or BHP II from time to
time, in addition to the Services, Gunn shall provide extra services. Gunn shall
bill the relevant HPP Partnership at the market rate for such services rendered.
Bills for such extra services will be rendered and paid monthly.

      3.4  Miscellaneous.  This  Agreement  shall in no way obligate Gunn or any
employee of Gunn to pay any costs or expenses of any HPP  Partnership  if moneys
are not  available for the payment of such costs or expenses from the incomes or
reserves  established by or on behalf of such HPP Partnership.  In addition,  in
the event that any of the fees or reimbursements described in this Section 3 are
nit paid when due,  the accrued  amount owed to Gunn shall bear  interest at the
prime rate published in the Wall Street Journal until paid.

      3.4 Allocation of Costs. In the event that any services are performed both
for HPP Partnership  and for other entities,  Gunn shall make such allocation of
the expense of such services among the HPP  Partnership  and such other entities
as Gunn shall determine is  appropriate,  any such allocation made in good faith
by Gunn shall be final and binding on the parties hereto.

      Section 4.Indemnification.

      4.1  Indemnification  by Gunn.  Gunn  agrees  to  defend  and hold the HPP
Partnerships  harmless from and indemnify the HPP  Partnerships  against any and
all liability,  loss, damages,  court costs and reasonable  expenses,  including
reasonable   attorneys   fees   (hereinafter   collectively   referred   to   as
"Liabilities") which the HPP Partnerships may incur or suffer, which Liabilities
result from the gross negligence,  bad faith, fraud or willful misconduct on the
part of Gunn, its employees,  agents or others under the direction or control of
Gunn in performing its obligations  under this  Agreement.  For purposes of this
Section 4.1 only,  the term "HPP  Partnerships"  shall also include any partner,
officer,  director,  employee or agent of the HPP  Partnerships in the event any
such  person  incurs or  suffers  any such  Liability  as a result of such gross
negligence,  bad faith,  fraud or willful  misconduct.  This  Section  4.1 shall
survive any termination of the Agreement.

      4.2  Indemnification  by HPP  Partnerships.  Gunn and the HPP Partnerships
hereby  acknowledge  that the acts of Gunn hereunder are solely as agent for HPP
Partnerships  and Gunn shall not be liable to the HPP  Partnerships or any other
person or entity  for any of its  actions  or  services  provided  hereunder  in
relation to the management  and operations of the Properties or otherwise.  Each
HPP Partnership  agrees to defend and hold Gunn harmless from and indemnify Gunn
against  any and all  liabilities  which Gunn may incur or suffer as a result of
any claim against Gunn arising out of any action  taken,  omitted or suffered by
it in good faith and in accordance  with general or specific  instructions  from
the HPP  Partnerships  or the General  Partners,  except where such  liabilities
result from the negligence,  bad faith,  fraud or willful misconduct on the part
of Gunn, its employees, agents or others under the direction or control of Gunn.
For  purposes of this  Section 4.2 only the term "Gunn"  shall also  include any
officer, director, employee or agent of Gunn in the event any such person incurs
or suffers any such  liability as a result of  activities  on behalf of or under
the direction or control of Gunn in connection  with its services  performed for
the HPP  Partnerships.  Such  indemnification  shall include  payment by the HPP
Partnerships  of all reasonable  expenses and reasonable  legal fees incurred in
defending  a civil or  criminal  action or  proceeding  in  advance of the final
disposition of such action or proceeding, receipt of an undertaking by the party
or  person  indemnified  to  repay  such  payment  if  it,  he or she  shall  be
adjudicated  to be not entitled to  indemnification  under this Section 4.2; and
provided  further,  that no  indemnification  shall be  provided  for Gunn,  its
directors,  officers, agents or employees with respect to any matter as to which
it shall have been fully  adjudicated in any action or proceeding that Gunn, its
directors,  officers,  agents or employees  had acted with  negligence,  willful
misconduct  or fraud.  This  Section 4.2 shall  survive any  termination  of the
Agreement.

      Section 5.Term and Termination.
      5.1 Term. The term of this  Agreement  shall commence on July 1, 1998 (the
"Commencement  Date"),  and shall terminate on June 30, 2006,  unless previously
terminated by the parties hereto pursuant to Section 5.2.

      5.2  Termination.  This  Agreement  will expire on June 30, 2006 unless an
earlier  termination  date is mutually agreed upon by HPP Partnerships and Gunn.
On an individual HPP Partnership  basis, this contract will naturally  terminate
for a HPP  Partnership  on June 30th of the year  following the calender year in
which the disposition of the final property in that HPP Partnership occurs.

      5.3 Breach.  This Agreement may be terminated by the HPP  Partnerships  or
Gunn upon the  default  by the other  party of any such other  party's  material
obligations  hereunder;  provided,  however, that the non-defaulting party shall
have  delivered  to the  other  party  a  written  specifying  such  default  in
reasonable  detail  and that the  defaulting  party  shall not have  cured  such
default within thirty (30) days after the receipt of such notice.

      5.4 Payment of Fees. Upon any termination pursuant to this Section 5, Gunn
shall have the right to receive any unpaid fees or unreimbursed expenses owed to
it under  Section 3. Any such amount  shall be prorated on a per diem basis from
the date of the last  monthly  fee  payment  to the  effective  date of any such
termination.  If any  individual  HPP  Partnership is unable to pay its share of
liabilities  because  of a lack of cash,  then  such  debts  shall  be  formally
recognized in a binding mutually agreed to Note Agreement.

      Section 6.Miscellaneous Provisions.

      6.1 Notices. Any notice or communication hereunder must be in writing, and
shall be  personally  delivered or mailed  postage  prepaid,  by  registered  or
certified mail, return receipt requested, or by courier (against confirmation of
delivery  or  rejection  of  delivery)  and if given by courier,  registered  or
certified  mail  same  shall be deemed to have  been  given  and  received  when
personally  delivered  or  three  days  after  its  mailing.   Such  notices  or
communications  shall  be  given  to the  parties  hereto  at  their  respective
following addresses:

      If to the HPP Partnerships:         c/o Boston Bay Capital
                               45 Broad Street
                               Boston, MA 02109
                           Attn.: Terrence P. Sullivan

      If to Gunn:                   Robert Gunn
                           Gunn Financial Incorporated
                               45 Broad Street
                               Boston, MA 02109

Any party hereto may at any time by giving ten (10) days' written  notice to the
other party hereto  designate any other address in substitution of the foregoing
address to which such notice or communication shall be given.

      6.2 Severability.  If any term, covenant or condition of this Agreement or
the application  thereof to any person or circumstance shall , to any extent, be
invalid or unenforceable,  the remainder of this Agreement or the application of
such term, covenant or condition to persons or circumstances other than those to
which it is held invalid or unenforceable,  shall not be affected  thereby,  and
each term, covenant or condition of this Agreement or such other documents shall
be valid and shall be enforced to the fullest extent permitted by law.

      6.3  Applicable  Law.  This  Agreement  shall be governed and construed in
accordance with the laws of the Commonwealth of Massachusetts.

      6.4 Successors  and Assigns.  No party hereto may assign any of its rights
or duties hereunder except with the prior written consent of the other parties.

      6.5 Captions.  Captions in this Agreement are inserted for  convenience or
reference only and do not define,  describe or limit the scope or intent of this
Agreement or any of the terms hereof.

      6.6  No  Partnership.  Nothing  contained  in  this  Agreement  or in  the
relationship  of HPP  Partnerships  and Gunn  shall be  deemed to  constitute  a
partnership, joint venture or any other relationship and Gunn shall at all times
be deemed an independent contractor for the purposes of this Agreement.

      6.7  No Assignment.  Gunn may not assign or in any way voluntarily
transfer this Agreement without the prior written approval of BHP and BHP
II>

      6.8  Modification  or Amendment.  This  Agreement  (including the exhibits
hereto) constitutes the entire agreement between the parties hereto with respect
to the  subject  matter  hereof,  supersedes  all prior  agreements  between the
parties relating to the matters contained herein and may not be modified, waived
or  terminated  orally and may only be amended by an agreement in writing by the
parties hereto.

      IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.

                     HISTORIC PRESERVATION PROPERTIES
                          LIMITED PARTNERSHIP, a Delaware
                          limited partnership, by its general partner,
                          BOSTON HISTORIC PARTNERS
                          LIMITED PARTNERSHIP. a
                          Massachusetts limited partnership, by its
                          general partners

                     PORTFOLIO ADVISORY SERVICES, INC., a
                          Massachusetts corporation

                     By _________________________________
                          Terrace P. Sullivan, President


                     By __________________________________
                      Terrence P. Sullivan, General Partner


                     HISTORIC PRESERVATION  PROPERTIES 1988 LIMITED PARTNERSHIP,
                          a  Delaware  limited   partnership,   by  its  general
                          partner, BOSTON HISTORIC PARTNERS LIMITED PARTNERSHIP,
                          a Massachusetts  limited  partnership,  by its general
                          partners

                     PORTFOLIO ADVISORY SERVICES, INC., a
                          Massachusetts corporation

                     By ___________________________________
                          Terrence P. Sullivan, President

                     By ___________________________________
                      Terrence P. Sullivan, General Partner


                     HISTORIC PRESERVATION  PROPERTIES 1989 LIMITED PARTNERSHIP,
                          a  Delaware  limited   partnership,   by  its  general
                          partner, BOSTON HISTORIC PARTNERS LIMITED PARTNERSHIP,
                          a Massachusetts  limited  partnership,  by its general
                          partners

                     PORTFOLIO ADVISORY SERVICES, INC. a
                          Massachusetts corporation

                     By ____________________________________
                          Terrence P. Sullivan, President

                     By ____________________________________
                      Terrence P. Sullivan, General Partner


                     HISTORIC PRESERVATION PROPERTIES
                          1990 L. P. TAX CREDIT FUND, a
                          Delaware limited partnership, by its
                          general partner, BOSTON HISTORIC
                          PARTNERS II LIMITED PARTNERSHIP,
                          a Massachusetts limited partnership, by its
                          general partners

                     PORTFOLIO ADVISORY SERVICES II INC.,
                          a Massachusetts corporation

                     By _____________________________________
                          Terrence P. Sullivan, President

                     By _____________________________________
                      Terrence P. Sullivan, General Partner


                     BOSTON  HISTORIC   PARTNERS  II  LIMITED   PARTNERSHIP,   a
                          Massachusetts  limited  partnership,  by  its  general
                          partner, BHP II ADVISORS LIMITED  PARTNERSHIP,  by its
                          general partners

                     PORTFOLIO ADVISORY SERVICES II, INC.,
                          a Massachusetts corporation

                     By ____________________________________
                          Terrence P. Sullivan, President

                     By ____________________________________
                      Terrence P. Sullivan, General Partner


                     GUNN FINANCIAL, INCORPORATED
                          a Massachusetts corporation

                     By ____________________________________
                          Robert Gunn, President

<PAGE>


                                               Exhibit A


                       LIST OF PROPERTIES - HPP 1987



Name of Project Partnership               Name of ProjectLocation

1027 Arch Street Associates               Pitcarin Building   Philadelphia,
PA
Limited Partnership

432 Julia Street Associates               Gallery Row         New Orleans,
LA
Limited Partnership

<PAGE>


                                               Exhibit B


                       LIST OF PROPERTIES - HPP 1988


Name of Project Partnership               Name of ProjectLocation

Union Station Associates            Union Station        Providence, RI

330 Julia Street Associates               The Rotunda         New Orleans,
LA
Limited Partnership

New Bedford Historic Stores               CWT Building        New Bedford,
MA
Associates Limited Partnership

Coastline Associates Limited              Coastline Center    Wilmington, NC

<PAGE>


                                               Exhibit C


                       LIST OF PROPERTIES - HPP 1989


Name of Project Partnership               Name of ProjectLocation

Historic Preservation Properties          The Cosmopolitan    St. Paul, MN
1989 L. P.                     Building

Jenkins Court Associates            Jenkins Court        Jenkintown, PA
Limited Partnership (1)

Portland Loft Associates            Honeyman        Portland, OR
Limited Partnership                 Hardware Lofts

402 Julia Street Associates               The Lofts      New Orleans, LA
Limited Partnership



           (1)  50% of standard Asset Management fee to monitor
                and collect receivable

<PAGE>


                                               Exhibit D


                       LIST OF PROPERTIES - HPP 1990


Name of Project Partnership               Name of ProjectLocation

Henderson's Wharf Baltimore,        Henderson's Wharf    Baltimore, MD
L.P.                           (Inn/ Apartments)

Henderson's Wharf Baltimore,        Henderson's Wharf    Baltimore, MD
L.P.                           Marina