UNITED STATES OF AMERICA
                               STATE OF MINNESOTA

                                THE CITY OF EAGAN

                        Multifamily Housing Revenue Bond
                     (Thomas Lake Place Apartments Project)
                                   Series 1986

Number: R-2
Dated Date: September 2, 1986
Amendment Date: January 1, 1998
Maturity Date: December 31, 2027
Registered Owner: Goldman, Sachs & Co.
Principal Amount: $12,975,000

The City of Eagan (the "Issuer"), a municipal corporation and political
subdivision of the State of Minnesota (the "State"), hereby acknowledges itself
indebted and for value received promises to pay to the registered owner hereof
stated above, or registered assigns, at the maturity date stated above, or
earlier upon redemption or acceleration, but only from the sources and as
hereinafter provided, upon presentation and surrender of this Bond at the
principal office of U.S. Bank Trust National Association (formerly First Trust
Company, Inc.) (the "Trustee") in Saint Paul, Minnesota or its successor as
Fiduciary under the Resolution (described below), the principal amount stated
above, and to pay Interest on said principal amount, from and including the
dated date hereof until the principal amount shall have been paid in accordance
with the terms of this Bond and the Resolution, as and when set forth below, but
only from the sources and as hereinafter provided, by wire transfer if there be
one Owner of all of the Bonds or otherwise by check or draft mailed to the
record Owners of Bonds as the same appear upon the books of registry to be
maintained by the Fiduciary, as registrar. Payments made on the Mortgage Loan to
the Owner of this Bond shall be for the account of the Issuer, shall constitute
payments on this Bond and shall discharge the Issuer's obligations on this Bond
to the extent of such payments, applying any payments first to the Interest
payable on the due date of such payment and thereafter to principal and premium,
if any.

This Bond is one of a series of bonds (the "Bonds") issued pursuant to the
Multifamily Housing Revenue Bond Resolution (Thomas Lake Place Apartments
Project) of the Issuer adopted as of August 1, 1986 (the "Original Resolution")
(as amended and supplemented by a further First Supplemental Resolution of the
Issuer dated as of May 19, 1998, and as further amended and supplemented from
time to time, the "Resolution"),

<PAGE>



and Minnesota Chapters 462C and 462A (the "Act"). Reference is made to the
Resolution and the Act for a full statement of their respective terms.
Capitalized terms used herein and not otherwise defined herein or in the
definitional appendix attached hereto have the respective meanings accorded such
terms in the Resolution, which definitions are expressly incorporated herein by
reference. The Bonds issued under the Resolution are expressly limited to
$12,975,000 principal amount at any time Outstanding and are all of like tenor,
except as to numbers and denominations, and are issued for the purpose of
providing construction and permanent financing for qualified multifamily rental
housing units in the State and of paying certain expenses incidental thereto.

THE BONDS ARE SPECIAL LIMITED OBLIGATIONS OF THE ISSUER. NEITHER THE STATE OF
MINNESOTA NOR ANY POLITICAL SUBDIVISION THEREOF SHALL BE LIABLE ON THE BONDS,
AND THE BONDS DO NOT AND SHALL NOT CONSTITUTE A DEBT OF THE STATE OF MINNESOTA.

Interest on the Bonds.

        (a) General. The Bonds shall bear interest as provided below.

        (b) Base Interest. The Bonds shall bear base interest calculated and
payable as follows (which interest is referred to herein as "Base Interest"):

                  (1) During the Initial Period, the Bonds shall bear Base
         Interest at a rate equal to (A) 10.75% per annum to (and including) the
         day which is eight (8) months after the date of original issuance of
         the Bonds, and (B) 10.0% per annum thereafter, payable on each payment
         date specified in paragraph (e)(1) below up to and including the last
         day of the Initial Period.

                  (2) During the Second Period, the Bonds shall bear Base
         Interest at a rate equal to 9.25% per annum to (and including) the 15th
         day of the 18th month of the Second Period; 8.5% per annum from the
         16th day of the 18th month of the Second Period to (but not including)
         the Amendment Date; and 7.5% per annum thereafter, payable on each
         payment date specified in paragraph (e)(1) below.

                  (3) As of the Amendment Date, Base Interest accrued and unpaid
         (including interest thereon as provided in Section 7.10 of the Original
         Resolution) amounted to $648,623.19 (the "Accrued Base Interest"). Of
         this amount, the agreed sum of $400,000 (which sum is referred to as
         the "Base Deferred Interest Amount") shall be deferred without interest
         until paid. The Base Deferred Interest Amount shall be payable
         subsequent to the Amendment Date on any Event of Sale

                                     Page 2
<PAGE>



        or Refinancing on the earliest possible payment dates specified in
        paragraph (e)(3) below, after the payment of accrued and unpaid Base
        Interest (and interest thereon) other than the Base Deferred Interest
        Amount. All Accrued Base Interest accrued prior to the Amendment Date in
        excess of the Base Deferred Interest Amount is abrogated and discharged.

        Notwithstanding that the Base Deferred Interest Amount shall be deferred
        without interest until paid as provided in this paragraph (b)(3), any
        Base Interest due and payable from and after the Amendment Date which
        remains unpaid from time to time (specifically excluding the Base
        Deferred Interest Amount) shall accrue interest thereon at the rate of
        12.0% per annum, compounded annually, as provided in Section 7.10 of the
        Resolution.

Base Interest shall be calculated on the basis of a year of 365 days, actual
days elapsed.

        (c) Contingent Interest. Prior to the Amendment Date, the Bonds also
accrued interest calculated and payable as follows:

                  (1) During each year or part thereof of the Second Period, to
         (but not including) the Amendment Date, the Bonds accrued interest at
         an annual rate equal to the Primary Contingent Interest Rate (as
         defined in the Original Resolution) payable on the basis and to the
         extent of 100% of Net Cash Flow for each such year or part thereof, or,
         to the extent not fully paid on or before the Amendment Date because
         100% of Net Cash Flow was insufficient, on the basis and to the extent
         of 100% of Net Sale or Refinancing Proceeds.

                  Prior to the Amendment Date, no payments of Primary Contingent
         Interest (as defined in the Original Resolution) were made from either
         Net Cash Flow or Net Sale or Refinancing Proceeds. From and after the
         Amendment Date no further Primary Contingent Interest, or interest
         thereon, shall accrue, and all accrued and unpaid Primary Contingent
         Interest (constituting "Primary Deferred Interest" as defined in the
         Original Resolution) as of the Amendment Date shall be due and payable,
         if at all, in accordance with the Interest Assignment (as defined in
         the Resolution).

                  (2) During each year or part thereof of the Second Period, to
         (but not including) the Amendment Date, the Bonds also accrued interest
         at an annual rate equal to the Supplemental Contingent Interest Rate
         (as defined in the Original Resolution) payable on the basis and to the
         extent of 25% of Net Cash Flow for each such year or part thereof, or,
         to the extent not fully paid on or before the

                                     Page 3
<PAGE>



         Amendment Date because 25% of Net Cash Flow was insufficient, on the
         basis and to the extent of 25% of Net Sale or Refinancing Proceeds.

         Prior to the Amendment Date, no payments of Supplemental Contingent
         Interest (as defined in the Original Resolution) were made from either
         Net Cash Flow or Net Sale or Refinancing Proceeds. From and after the
         Amendment Date no further Supplemental Contingent Interest, or interest
         thereon, shall accrue, and all accrued and unpaid Supplemental
         Contingent Interest (constituting "Supplemental Deferred Interest" as
         defined in the Original Resolution) as of the Amendment Date shall be
         due and payable, if at all, in accordance with the Interest Amendment
         (as defined in the Resolution).

        (d) Construction Period Deferred and Contingent Interest. During the
Initial Period, the Bonds accrued interest at an annual rate equal to the
Construction Period Deferred and Contingent Interest Rate (as defined in the
Original Resolution) payable from 25% of certain portions of Net Cash Flow
during the Second Period, or, to the extent not fully paid because 25% of Net
Cash Flow was insufficient, on the basis and to the extent of 25% of certain Net
Sale or Refinancing Proceeds.

Prior to the Amendment Date, no payments of Construction Period Deferred and
Contingent Interest (as defined in the Original Resolution) were made from
either Net Cash Flow or Net Sale or Refinancing Proceeds. All Construction
Period Deferred and Contingent Interest accrued and unpaid as of the Amendment
Date is abrogated and discharged. From and after the Amendment Date, no further
Construction Period Deferred and Contingent Interest shall accrue or be due or
payable.

        (e) Payment Dates for Interest. The Interest payable on the Bonds as
provided above shall be payable on the following dates:

                  (1) Base Interest shall be payable (i) on each Interest
         Payment Date for Base Interest, (ii) on each redemption date before the
         Conversion Date (but only with respect to the Bonds redeemed), and
         (iii) on the Conversion Date.

                  (2) Reserved.

                  (3) The Base Deferred Interest Amount shall be payable on any
         Event of Sale or Refinancing, on the next Interest Payment Date for any
         interest succeeding by at least thirty (30) days the date of such Event
         of Sale or Refinancing relating to the Sale of the Project

                                     Page 4
<PAGE>

         or Refinancing of the Project, except in the case of (x) a Refinancing
         of the Project described in clause (i) or (iv) of the definition
         thereof, in which case it shall be payable on the redemption date or
         payment date, as the case may be, (y) a Sale of the Project described
         in clause (i) of the definition thereof resulting in a call of the
         Bonds for redemption pursuant to Section 4.01(f) of the Resolution, in
         which case it shall be payable on the redemption date, or (z) a
         Refinancing of the Project described in clause (ii) of the definition
         thereof, in which case it shall be payable on the Initial Remarketing
         Date.

         (f) Annual Audit. No later than March 30 of each calendar year (up to
and, unless the Conversion Date falls before delivery of the audit, including
the calendar year in which the Conversion Date occurs) the Developer shall
provide to the Issuer, the Trustee and the Owners of the Bonds (if fewer than
three) an audit of the operations of the Project for the preceding calendar year
prepared and certified by an Accountant acceptable to the Trustee and the Owners
(if fewer than three) in accordance with generally accepted auditing standards.

         (g) Reserved.

         (h) Interest During a Variable Rate Period. From and after the Initial
Remarketing Date (if all of the Bonds then Outstanding have been remarketed as
provided in the Resolution on the Initial Remarketing Date in accordance with
the Resolution) the Bonds shall bear interest at a rate determined as follows:

                  (1) On a Business Day not prior to ten (10) Business Days
         prior to the Initial Remarketing Date and each subsequent Remarketing
         Date, the Remarketing Agent, having due regard to prevailing market
         conditions, shall determine the interest rate which may vary based upon
         an independent index (the "Variable Rate") which, if borne by the
         Remarketed Bonds on such date, would be the interest rate, but would
         not exceed the interest rate, which would result in the market value of
         the Remarketed Bonds on such day (as if such day were the first day of
         such Remarketing Period) being 100% of the principal amount thereof
         (together with interest if any, accrued thereon); provided, however,
         that in no event shall the Variable Rate exceed 16% per annum or the
         maximum lawful rate, whichever is less. If for any reason the Variable
         Rate so determined by the Remarketing Agent shall be held to be invalid
         or unenforceable by a court of competent jurisdiction, the Remarketing
         Agent shall determine the interest rate for such Remarketing Period,
         which shall be a percentage of the 11-Bond Index (as published in The
         Bond Buyer; or if such Index is not available, an index comparable to
         such Index, in the judgment of the Remarketing

                                     Page 5
<PAGE>



Agent) for the most recent period for which information is available, computed
in accordance with the following table:

<TABLE>
<CAPTION>
     If the length of      But the length of      The applicable
     the Remarketing       the Remarketing        percentage of
     Period (in years)     Period (in years)      the 11-Bond
     is at least:          is less than:          Index is:
----------------------     -----------------      ---------------  
<S>                              <C>                <C>
       5 or greater              (N.A.)             85%
            1                      5                80
</TABLE>

The Remarketing Agent shall promptly, upon the determination of the Variable
Rate, notify the Issuer, the Developer, the Owners and the Trustee of the
Variable Rate. The determination of the Variable Rate for a Remarketing Period
shall be conclusive and binding upon the Owners of the Bonds, the Issuer, the
Trustee and the Developer. The Trustee shall immediately give written notice
(which may include written notice by electronic means) to the Owners of all of
the Bonds of the Variable Rate for the period between the next succeeding
Remarketing Date and the second succeeding Remarketing Date.

                  (2) No more than sixty (60) days, but at least forty-five (45)
         days prior to the Initial Remarketing Date, the Developer shall notify
         the Owners (if no more than three), the Trustee and the Remarketing
         Agent of the length of the proposed Remarketing Period commencing on
         the Initial Remarketing Date, which shall extend for one (1) or more
         years. Subsequent to the Initial Remarketing Date, the Developer will
         establish subsequent Remarketing Dates as follows: no more than sixty
         (60) days, but at least forty-five (45) days, prior to each Remarketing
         Date, the Developer will notify the Owners of the Bonds, the Issuer,
         the Trustee and the Remarketing Agent of the proposed subsequent
         Remarketing Date, which shall be one (1) or more years from the next
         Remarketing Date. The Developer shall also specify the interest payment
         dates if different than January 1 and July 1; provided that the
         interest payment dates specified may be no more frequent than once each
         month.

                  (3) Notice of the Remarketing Date shall be given by the
         Trustee not later than the twenty-fifth (25th) day preceding such
         Remarketing Date by registered or certified mail to the Owners of all
         Outstanding Bonds and such notice shall state that the Bonds are
         subject to mandatory tender on the Remarketing Date, unless the Owner
         thereof waives such tender, shall indicate the subsequent Remarketing
         Date, if any, and shall include a form to indicate the election not to
         tender Bonds.

                                     Page 6
<PAGE>



                  (4) Interest on the Bonds during the Variable Rate Period
         shall be payable on each Interest Payment Date therefor and shall be
         calculated, to the extent allowed by applicable law, on the basis of a
         year of 365 days and the actual number of days elapsed.

Notwithstanding anything elsewhere contained in the Resolution, (a) total
Interest paid on the Bonds (including any Interest payable in accordance with
Section 7.10 of the Resolution), cumulative from the original date of issuance
of the Bonds, shall not exceed the sum of 12.0% per annum, simple and
noncompounded, for each year (calculated on the basis of a 365-day year, actual
number of days elapsed) from such date of issuance of the Bonds to the date of
calculation; and (b) if the interest rate on the Bonds shall at any time be
deemed to be in excess of the maximum rate allowed by law then the Bonds shall
instead bear interest at the maximum rate permitted by such law. Any excess
payment of such interest shall be deemed to be a credit against the unpaid
principal amount of the Bonds.

        The foregoing interest provisions are a summary of those contained in
the Resolution, and reference is hereby made to the Resolution for a full
statement of their terms, which are incorporated herein by reference.

        Limited Recourse. Pursuant to a Loan Agreement dated as of August 1,
1986, as amended (the "Loan Agreement"), and a Note dated September 2, 1986, as
amended (the "Note"), Thomas Lake Housing Associates, a Limited Partnership, a
Minnesota limited partnership (the "Developer"), has agreed to make payments to
the Issuer in amounts equal to amounts of principal of and premium, if any, and
Interest on the Bonds. THE OBLIGATIONS OF THE ISSUER ON THIS BOND ARE EXPRESSLY
LIMITED TO AND ARE PAYABLE SOLELY FROM (I) THE PAYMENTS MADE PURSUANT TO THE
LOAN AGREEMENT AND THE NOTE BY THE DEVELOPER, AND THE SECURITY THEREFOR PROVIDED
BY THE BUILDING LOAN MORTGAGE AND SECURITY AGREEMENT FROM THE DEVELOPER TO THE
ISSUER, DATED AS OF AUGUST 1, 1986, AS AMENDED (THE "MORTGAGE"), AND THE
ASSIGNMENT OF LEASES, RENTS AND OTHER INCOME FROM THE DEVELOPER TO THE ISSUER,
DATED AS OF AUGUST 1, 1986, AS AMENDED (THE "ASSIGNMENT OF LEASES"), ALL OF
WHICH HAVE BEEN ASSIGNED TO CHARTER MUNICIPAL MORTGAGE ACCEPTANCE COMPANY
("CHARTERMAC") AS SUCCESSOR (BY MERGER) TO SUMMIT TAX EXEMPT BOND FUND, L.P.
("SUMMIT") PURSUANT TO AN ASSIGNMENT AGREEMENT FROM THE ISSUER TO SUMMIT DATED
AS OF AUGUST 1, 1986 AND (II) ANY ADDITIONAL SECURITY PROVIDED IN THE
RESOLUTION. THE OBLIGATIONS OF THE DEVELOPER UNDER THE LOAN AGREEMENT, THE NOTE
AND THE MORTGAGE ARE NON-RECOURSE TO THE DEVELOPER, AND ARE ENFORCEABLE SOLELY
AGAINST THE PROJECT, EXCEPT AS OTHERWISE PROVIDED THEREIN. ANY PAYMENTS MADE ON
THE

                                     Page 7
<PAGE>



MORTGAGE LOAN TO THE OWNER OF THIS BOND SHALL BE FOR THE ACCOUNT OF THE ISSUER,
SHALL CONSTITUTE PAYMENTS ON THIS BOND AND SHALL DISCHARGE THE ISSUER'S
OBLIGATIONS ON THIS BOND TO THE EXTENT OF SUCH PAYMENT, APPLYING ANY PAYMENT TO
INTEREST FIRST.

        Transfer. This Bond is transferable by the registered owner hereof in
person or by his attorney duly authorized in writing at the office of the
Trustee as registrar, but only in the manner, subject to the limitations and
upon payment of the charges provided in the Resolution, and upon surrender and
cancellation of this Bond. Upon such transfer a new registered Bond or Bonds, of
any authorized denomination or denominations, of the same maturity and for the
same aggregate principal amount will be issued to the transferee in exchange
herefor.

        Prior to the Conversion Date a Bond may only be transferred (i) to any
affiliate of the Partnership, to an affiliate of one of the general partners of
the Partnership, to any entity arising out of any merger or consolidation of the
Partnership, by operation of law, or to a trustee in bankruptcy of the
Partnership; (ii) by an assignment to a bank or other financial institution
issuing a letter of credit or like instrument in connection with the Mortgage
Loan; or (iii) to one or more Institutional Investors if, in each instance, the
Issuer and the Trustee receive from the transferee (A) its agreement to the
transfer restrictions set forth in this paragraph in connection with subsequent
transfers of the Bond and (B) evidence of the assignment by the transferor to
the transferee (or, if there is to be thereafter more than one Owner of the
Bonds, evidence of the appointment and acceptance of a Trustee and assignment to
the Trustee) of the transferor's rights in and to the Mortgage Loan and the
other rights and interests as theretofore conveyed to it by the Assignment, or
an assignment of the Assignment.

        The Bonds are issuable as fully registered Bonds in Authorized
Denominations as provided in the Resolution.

        Redemption of Bonds. The Bonds are subject to redemption by the Issuer
prior to maturity as a whole or in part at such time or times, under such
circumstances, at such redemption prices and in such manner as is set forth in
the Resolution.

        Remarketing in Lieu of Redemption of Bonds on Initial Remarketing Date.
Upon an election by the Owner of a redemption in whole of the Bonds pursuant to
Section 4.01(h) of the Resolution, at the direction of the Developer given not
less than sixty (60) days in advance, either (i) the Bonds shall be redeemed on
the date specified in the notice to the Issuer, the Trustee, and the Developer
from the Owners described in Section 4.01(h) of the Resolution or (ii) the Bonds
will be deemed tendered for

                                     Page 8
<PAGE>



purchase and remarketed as provided in Article V of the Resolution on the date
specified in the notice to the Issuer, the Trustee, and the Developer from the
Owner described in Section 4.01(h), or on such earlier Interest Payment Date
selected by the Developer in its direction to remarket the Bonds but in no event
before the first Interest Payment Date following the Reference Month in 2002.
Failure by the Developer to make an election shall be deemed an election in
favor of redemption. The Bonds may only be remarketed if the conditions
specified in the Resolution are met. The purchase price of Bonds so remarketed
in lieu of redemption shall be the principal amount thereof together with all
accrued and unpaid Interest (including all Base Interest and the Base Deferred
Interest Amount) and all unpaid Interest and shall be payable on the Initial
Remarketing Date. If the conditions to remarketing of the Bonds set forth in
Article V of the Resolution are not satisfied, or if the Bonds are not
successfully remarketed, or if the full purchase price thereof is not paid or
available for payment on the Initial Remarketing Date, or if all Interest
(including the Base Deferred Interest Amount) and principal payable on the Bonds
up to and including the Initial Remarketing Date has not been fully paid, then
all Bonds tendered shall be redeemed and not remarketed pursuant to Section
4.01(e) of the Resolution.

         Mandatory Tender of Bonds. The Bonds shall be subject to mandatory
tender to the Remarketing Agent on each Remarketing Date after the Initial
Remarketing Date for purchase by the Remarketing Agent, at a purchase price
equal to the principal amount thereof plus accrued Interest to the purchase
date; provided, however, that there need not be tendered on such Remarketing
Date any Bonds with respect to which the Remarketing Agent shall have received
from the Owners thereof a written notice at least five (5) Business Days prior
to the applicable Remarketing Date expressly electing not to tender their Bonds
for purchase. Any such election may not relate to a portion of any Bond held by
the Owner, such election may apply only to the entire principal amount of any
Bond or Bonds.

         Tendered Bonds. Any Bonds that are the subject of mandatory tender for
purchase but are not the subject of elections to retain the Bonds received by
the Remarketing Agent in a timely fashion shall be conclusively deemed tendered
for purchase on the Remarketing Date. If the Owner selects a redemption date for
redemption of the Bonds in accordance with Section 4.01(h) of the Resolution and
the Developer makes the remarketing election permitted by Section 4.04 of the
Resolution, all Bonds shall be conclusively deemed tendered for purchase on the
Initial Remarketing Date. All Bonds that are actually tendered for purchase
pursuant to the Resolution or are deemed tendered for purchase on a Remarketing
Date, including the Initial Remarketing Date, shall constitute tendered Bonds
for purposes of the Resolution; all tendered Bonds that are not actually

                                     Page 9
<PAGE>



delivered for purchase on a Remarketing Date, including the Initial Remarketing
Date shall constitute "Undelivered Bonds" for purposes of the Resolution.
Subject to Sections 4.01(e) and 4.04 of the Resolution, Undelivered Bonds that
have been remarketed in accordance with the Resolution shall be deemed to have
been purchased if the Bonds have been remarketed and if the purchase price
therefor shall have been deposited therefor and held by the Remarketing Agent;
and the parties to whom the Remarketing Agent shall have so remarketed
Undelivered Bonds shall be the owners of such Undelivered Bonds for all purposes
under the Resolution, including without limitation the right to transfer such
Bonds. Interest accruing from and after the Remarketing Date on such Undelivered
Bonds shall no longer be payable to the former Owners thereof but shall be paid
to the new registered Owners thereof. Former Owners of Undelivered Bonds so
remarketed shall not be deemed to be Owners of Bonds under the Resolution, and
such Undelivered Bonds shall not be deemed Outstanding for purposes of the
Resolution, except for purposes of payment of the purchase price of such
Undelivered Bonds upon surrender thereof to the Remarketing Agent.

         Enforcement. Only the Acting Party shall have the right to enforce the
provisions of this Bond or the Resolution or to institute any action to enforce
the covenants herein or therein, or to take any action with respect to any Event
of Default under the Resolution, or to institute, appear in or defend any suit
or other proceedings with respect thereto, except as provided in the Resolution.
If an Event of Default occurs and is continuing, the principal of all Bonds then
outstanding may be declared due and payable by the Acting Party upon the
conditions and in the manner and with the effect provided in the Resolution.

         The Issuer, the Trustee, and any other person may treat the person in
whose name this Bond is registered on the books of registry as the Owner hereof
for the purpose of receiving payment as herein provided and for all other
purposes, whether or not this Bond be overdue, and no person shall be affected
by notice to the contrary.

         Discharge. The Resolution prescribes the manner in which it may be
discharged and after which the Bonds shall be deemed to be paid and no longer be
secured by or entitled to the benefits of the Resolution, except for the
purposes of registration and exchange of Bonds and of such payment.

         Modifications. Modifications or alterations of the Resolution, or of
any supplements thereto, may be made only to the extent and in the circumstances
permitted by the Resolution.

                                    Page 10
<PAGE>



        By its acceptance of this Bond, the Owner hereof agrees that it will be
bound by and accepts the provisions of the Resolution and the Loan Documents (as
defined in the Loan Agreement). This Bond shall not be valid or obligatory for
any purpose until it shall have been signed on behalf of the Issuer and such
signature attested, by the officer, and in the manner, provided in the
Resolution, and authenticated by a duly authorized officer of the Trustee, as
Authenticating Agent.

        It is hereby certified and recited that all conditions, acts and things
required by the Constitution or statutes of the State or by the Act or the
Resolution to exist, to have happened or to have been performed precedent to or
in the issuance of this Bond exist, have happened and have been performed and
that the issue of the Bonds, together with all other indebtedness of the Issuer,
is within every debt and other limit prescribed by said Constitution or
statutes.

                                    Page 11
<PAGE>



IN WITNESS WHEREOF, the Issuer has caused this Bond to be executed as of the
Amendment Date stated above.

                                        CITY OF EAGAN



                                        By: /s/ [illegible]
                                            ------------------------------------
                                            Mayor

                                        By: /s/ [illegible]
                                            ------------------------------------
                                            City Clerk



                                    Page 12
<PAGE>



                     FORM OF CERTIFICATE OF AUTHENTICATION

        This Bond is one of the Bonds described in the within mentioned
Resolution and is one of the Multifamily Housing Revenue Bonds (Thomas Lake
Place Apartments Project) Series 1986 of the City of Eagan.

                                        U.S. BANK TRUST NATIONAL ASSOCIATION 
                                        (formerly First Trust Company, Inc.) 
                                        as Trustee

                                        By: /s/ [illegible]
                                            ------------------------------------
                                            Authorized Officer


Date of Authentication:

July 23, 1998
-------


                                    Page 13

<PAGE>



                               FORM OF ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _______________________________________________________________________the
within Multifamily Housing Revenue Bond (Thomas Lake Place Apartments Project)
Series 1986, of the City of Eagan and hereby authorizes the transfer of this
Bond on the registration books of the Trustee.

Dated:
       -------------------

                                             -----------------------------------
                                             Authorized Signature



                                             -----------------------------------
                                             Name of Transferor



                                             Signature Guaranteed by:


                                             -----------------------------------


                                             -----------------------------------
                                             Name of Bank

                                             By:
                                                 -------------------------------

                                             Title:
                                                    ----------------------------
<PAGE>


                             DEFINITIONAL APPENDIX

        "Amendment Date" shall mean January 1, 1998.

        "Interest" shall mean all Base Interest (including the Base Deferred
Interest Amount), any interest thereon as provided in Section 7.10 of the
Resolution, and, subject to Section 3.12 of the Resolution, any and all amounts
paid other than principal of and premium with respect to the Bonds.

        "Reference Month" shall mean the Month of January in each case.

        "Refinancing of the Project" means (i) any redemption of the Bonds in
whole (or the requirement that the Bonds be redeemed in whole) (including such a
redemption or requirement pursuant to a Sale of the Project described in clause
(ii) of the definition thereof, but excluding such a redemption or requirement
pursuant to a Sale of the Project described in clause (i) of the definition
thereof) on or before the Conversion Date, (ii) a remarketing of all of the
Bonds on the Initial Remarketing Date (or the delivery of the required notice to
the Fiduciary by the Remarketing Agent on the Initial Remarketing Date that the
remarketing of all of the Bonds will occur on the Initial Remarketing Date
according to the terms hereof), (iii) a secondary financing of the Project in
which the Project is further encumbered to secure the financing or (iv) a
payment in full of the Bonds upon maturity, acceleration or otherwise on or
before the Conversion Date (or the requirement that the Bonds be so paid)
(including such a payment or requirement that is a redemption or requirement for
redemption pursuant to a Sale of the Project described in clause (ii) of the
definition thereof, but excluding such a payment or requirement that is a
redemption or requirement for redemption pursuant to a Sale of the Project
described in clause (i) of the definition thereof).

        "Sale of the Project" means (i) a sale, transfer or other disposition
of more than a 10% interest in the Project in any one transaction or more
than one transaction occurring within any three year period (aggregating all
dispositions during any such period for purposes of calculation), or (ii) a
sale, transfer or other disposition of more than a 50% interest in the entity or
entities which own, directly or indirectly, more than a 50% interest in the
Project within any three year period to one or more persons or entities acting
in concert (aggregating all dispositions during any such period for purposes of
calculation). There shall be excluded from clause (ii) of the preceding
sentence, however, a transfer on account of death without consideration or with
consideration if the transfer is to an existing partner or to the Developer.
Indirect ownership by an entity or entities of an interest in the Project shall
be measured by multiplying the percentage of interest such entity or entities
own in the entity or entities that own directly

<PAGE>


an interest in the Project times the percentage of interest in the Project so
owned directly. For purposes of this definition, an interest in the Project or
an entity or entities shall include, without limitation, an interest
representing legal ownership, an equitable interest or an economic interest.