UNITED STATES OF AMERICA

                            COMMONWEALTH OF VIRGINIA

                   Norfolk Redevelopment and Housing Authority

                        Multifamily Housing Revenue Bond

                         (Ocean Air Apartments Project)

                                  Series 1998A

Number: R-1
Dated Date: April 20, 1998
Maturity Date: November 1, 2030
Registered Owner: Charter Municipal Mortgage Acceptance Company
Principal Amount: $10,000,000
Interest Rate: 7.25%

           Norfolk Redevelopment and Housing Authority (the "Issuer"), a
political subdivision of the Commonwealth of Virginia (the "State"), created and
existing under and by virtue of the laws of 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,
but only from the sources and as hereinafter provided, upon presentation and
surrender of this Bond at the principal office of Crestar Bank in Richmond,
Virginia, or its successor as trustee (the "Trustee"), under the Indenture
(described below), the principal amount stated above, and to pay interest on
said principal amount at the interest rate set forth above, from and including
the date of issuance of this Bond until the principal amount shall have been
paid in accordance with the terms of this Bond and the Indenture, 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 Trustee, as registrar.

           This Bond is one of a series of bonds (the "Bonds") issued pursuant
to, and is subject to, the Trust Indenture dated as of April 1, 1998 between the
Issuer and the Trustee (as amended and supplemented from time to time, the
"Indenture"), and the Housing Authorities Law, Chapter 1, Title 36 of the Code
of Virginia, as amended (the "Act"). Reference is made to the Indenture and the
Act for a full statement of their respective terms. Capitalized terms used
herein and not otherwise defined herein have the respective meanings accorded
such terms in the Indenture, which are hereby incorporated herein by reference.
The Bonds issued under the Indenture are expressly limited to $10,000,000 in
aggregate principal amount at any time Outstanding and are all of like tenor,
except as to numbers and denominations, and are issued for the purposes of
providing construction and permanent financing for qualified multifamily rental
housing units in the State and of paying certain expenses incidental thereto.

                The Bonds shall be special and limited obligations of the Issuer
payable only from the sources provided in this Indenture and neither the State
nor any other political

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subdivision thereof shall be liable on the Bonds. Neither the Commonwealth of
Virginia nor any political subdivision thereof shall in any event be liable for
the payment of the principal of or interest on any Bonds, or for the performance
of any pledge, deed of trust, obligation or agreement of any kind whatsoever
that may be undertaken by the Issuer, and none of the Bonds or any of its
agreements or obligations shall be construed to constitute a debt or a pledge of
the faith and credit of the Commonwealth of Virginia or any political
subdivision thereof within the meaning of any constitutional or statutory
provision whatsoever, and shall not directly, indirectly or contingently
obligate the Commonwealth of Virginia or any of its political subdivisions to
levy or to pledge any form of taxation whatsoever therefor or to make an
appropriation for the payment thereof; nor shall any breach of any such pledge,
deed of trust, obligation or agreement impose any pecuniary liability upon any
member, officer, employee or agent of the Issuer, or any charge upon the general
credit of the Issuer, or any pecuniary liability upon the Issuer payable from
any moneys, revenues, payments and proceeds other than those first above
specified.

        NEITHER THE COMMISSIONERS OF THE ISSUER NOR ANY PERSONS EXECUTING THE
BONDS SHALL BE LIABLE PERSONALLY ON THE BONDS BY REASON OF THE ISSUANCE THEREOF.
THE BONDS SHALL NOT BE A DEBT OF THE CITY OF NORFOLK, THE COMMONWEALTH OF
VIRGINIA, OR ANY POLITICAL SUBDIVISION THEREOF (OTHER THAN THE ISSUER), AND
NEITHER THE CITY OF NORFOLK, THE COMMONWEALTH OF VIRGINIA, NOR ANY POLITICAL
SUBDIVISION THEREOF (OTHER THAN THE ISSUER) SHALL BE LIABLE THEREON, NOR IN ANY
EVENT SHALL THE BONDS BE PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER THAN THOSE
OF THE ISSUER SPECIFICALLY PLEDGED THERETO. THE BONDS SHALL NOT CONSTITUTE AN
INDEBTEDNESS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT
LIMITATION OR RESTRICTION. THE ISSUER HAS NO TAXING POWER.

           Interest on the Bonds. The Bonds (including this Bond) shall bear
interest on the outstanding principal amount thereof from the date of issuance
of the Bonds to the Maturity Date or the date of redemption or acceleration
prior to maturity at a rate of seven and one-quarter percent (7.25%) per annum
calculated on the basis of a 360-day year comprised of twelve 30-day months. The
interest payable on the Bonds as provided above shall be payable on the first
Business Day of each month, commencing June 1, 1998 and on each Bond Payment
Date.

           Limited Recourse. Pursuant to a Loan Agreement dated as of April 1,
1998, and a Promissory Note dated (the "Note") dated the date of issuance of the
Bonds, Ocean Air Associates, L.L.C., a Virginia limited liability company (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 FIRST LEASEHOLD DEED OF
TRUST AND SECURITY AGREEMENT FROM THE DEVELOPER TO THE BENEFIT OF THE TRUSTEE,
TO BE DATED AS OF THE DATE OF

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INITIAL DISBURSEMENT, AND THE ASSIGNMENT OF LEASES, RENTS AND OTHER INCOME FROM
THE DEVELOPER TO THE TRUSTEE, TO BE DATED AS OF THE DATE OF INITIAL
DISBURSEMENT, ALL OF WHICH HAVE BEEN ASSIGNED TO THE TRUSTEE PURSUANT TO THE
INDENTURE AND (II) ANY ADDITIONAL SECURITY PROVIDED IN THE INDENTURE.

           Registration and 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 Indenture, 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. The Bonds are issuable as fully registered
Bonds in Authorized Denominations as provided in the Indenture.

           Redemption of Bonds. The Bonds are subject to optional and mandatory
redemption by the Issuer and purchase in lieu of redemption by the Developer
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 Indenture.

           Enforcement. Only the Majority Owner shall have the right to enforce
the provisions of this Bond or the Indenture 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 Indenture, or to institute, appear in or defend
any suit or other proceedings with respect thereto, except as provided in the
Indenture. If an Event of Default occurs and is continuing, the principal of all
Bonds then outstanding may be declared due and payable by the Majority Owner
upon the conditions and in the manner and with the effect provided in the
Indenture. As provided in the Indenture, and to the extent permitted by law,
interest and a penalty rate of interest shall be payable on unpaid amounts due
hereon.

           Discharge. The Indenture 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 Indenture, except for the purposes
of registration and exchange of Bonds and of such payment.

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

           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 Indenture, 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 statutes of the State or by the Act or the Indenture 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

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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 statutes.

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



                                        NORFOLK REDEVELOPMENT AND
                                        HOUSING AUTHORITY



                                        By: /s/ Doyle E. Hull
                                            ------------------------------------
                                        Name: Doyle E. Hull
                                        Title:   Chairman

(SEAL)

Attest:

/s/ David H. Rice 
---------------------
Name: David H. Rice 
Title: Secretary





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                      FORM OF CERTIFICATE OF AUTHENTICATION

              This Bond is one of the Bonds described in the within mentioned
Indenture and is one of the Multifamily Housing Revenue Bonds (Ocean Air
Apartments Project) Series 1998A of the Norfolk Redevelopment and Housing
Authority.

                                        CRESTAR BANK,
                                        as Trustee and Authenticating Agent



                                        By:  /s/ [Illegible]
                                             -----------------------------------
                                             Authorized Signatory




Date of Authentication: April 20, 1998

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                                  FORM OF ASSIGNMENT

             FOR VALUE RECEIVED, the undersigned hereby sells, assigns and 

transfers unto__________________________________________________________________

the within Bond and hereby authorizes the transfer of this Bond on the

registration books of the Trustee.

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


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


                                             -----------------------------------
                                             Name of Transferee


-----------------------------------
Signature Guaranteed by



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

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

Title:
       ----------------------------