UNITED STATES OF AMERICA
                               STATE OF MINNESOTA

                             THE CITY OF BLOOMINGTON
                   Multifamily Housing Revenue Refunding Bond
                      (Bristol Village Apartments Project)
                                   Series 1987

Number: R-2
Dated Date: July 31, 1987
Amendment Date: January 1, 1998
Maturity Date: December 31, 2027
Registered Owner: Goldman, Sachs & Co.
Principal Amount: $17,000,000

The City of Bloomington (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 Indenture (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 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 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 terms
of an Indenture of Trust dated as of June 1, 1987 between the Issuer and the
Trustee (the "1987 Indenture"), as amended and supplemented by a First
Supplemental Indenture dated as of January 1, 1998 (the "First Supplemental
Indenture") between the Issuer and the Trustee (the 1987 Indenture and the First
Supplemental Indenture, as further amended or

                                     Page 1
<PAGE>


supplemented from time to time, being hereinafter collectively referred to as
the "Indenture"), and Minnesota Statutes, Chapters 462C and 462A (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
or in the definitional appendix attached hereto have the respective meanings
accorded such terms in the Indenture, which definitions are expressly
incorporated herein by reference. The Bonds issued under the Indenture are
expressly limited to $17,000,000 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) 9.25% per annum to (and including) the
        365th day of the Initial Period, and (B) 9.00% 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 9.0% per annum for the first 549 days
        thereof; 8.0% per annum from the 550th day 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) The Bonds shall also bear Additional Interest payable to (or
        upon the order of) the registered Owners of the Bonds on the first
        Interest Payment Date for Base Interest in an amount equal to $680,000.

                (4) As of the Amendment Date, Base Interest accrued and unpaid
        (including interest thereon as provided in Section 7.10 of the

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        1987 Indenture) amounted to $549,970.73 (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 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
        Indenture.

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 1987 Indenture) 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 1987 Indenture) 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
        1987 Indenture) as of the Amendment Date shall be due and payable, if at
        all, in accordance with the Interest Assignment (as defined in the
        Indenture).

                                     Page 3
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                (2) 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 Supplemental Contingent Interest Rate (as
        defined in the 1987 Indenture) 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 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 1987 Indenture) 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 1987 Indenture) as of the Amendment Date shall be due and
        payable, if at all, in accordance with the Interest Assignment (as
        defined in the Indenture).

        (d)    Reserved.

        (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 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 Indenture, 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.

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        (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 (subject to
Sections 8.02(c) of the Indenture) 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 Indenture on the Initial Remarketing Date in accordance with the
Indenture) 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 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>

                                     Page 5
<PAGE>



        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 I 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.

               (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 Indenture, (a) total
Interest paid on the Bonds (including any Interest payable in accordance with
Section 7.10 of the Indenture), cumulative from the original date of issuance of
the Bonds, shall not exceed the sum of 12.0% per annum,

                                     Page 6
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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 Indenture, and reference is hereby made to the Indenture for a full
statement of their terms, which are incorporated herein by reference.

        Limited Recourse. Pursuant to a Loan Agreement dated as of June 1, 1987,
as amended (the "Loan Agreement"), and a Note dated July 31, 1987, as amended
(the "Note"), Bristol Apartments 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 TRUSTEE,
DATED AS OF JUNE 1, 1987, AS AMENDED (THE "MORTGAGE"), AND THE ASSIGNMENT OF
LEASES, RENTS AND OTHER INCOME FROM THE DEVELOPER TO THE TRUSTEE, DATED AS OF
JUNE 1, 1987, AS AMENDED (THE "ASSIGNMENT OF LEASES"), ALL OF WHICH HAVE BEEN
ASSIGNED TO THE TRUSTEE PURSUANT TO THE INDENTURE AND (II) ANY ADDITIONAL
SECURITY PROVIDED IN THE INDENTURE. 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 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 Indenture, and upon surrender and
cancellation of this Bond. Upon such transfer a new registered Bond or Bonds, of
any authorized denomination or

                                     Page 7
<PAGE>



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 in accordance with the Indenture.

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

        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 Indenture.

        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 Indenture, 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 Indenture or (ii) the Bonds
will be deemed tendered for purchase and remarketed as provided in Article V of
the Indenture 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 January 1, 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
Indenture 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 Indenture 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

                                     Page 8
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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 Indenture.

        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 Indenture and
the Developer makes the remarketing election permitted by Section 4.04 of the
Indenture, 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 Indenture or are deemed tendered for purchase on a Remarketing
Date, including the Initial Remarketing Date, shall constitute tendered Bonds
for purposes of the Indenture; all tendered Bonds that are not actually
delivered for purchase on a Remarketing Date, including the Initial Remarketing
Date shall constitute "Undelivered Bonds" for purposes of the Indenture. Subject
to Sections 4.01(e) and 4.04 of the Indenture, Undelivered Bonds that have been
remarketed in accordance with the Indenture 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
Indenture, 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 Indenture, and such
Undelivered Bonds shall not be deemed Outstanding for purposes of the Indenture,
except for purposes of payment

                                     Page 9
<PAGE>



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 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 Acting Party upon the
conditions and in the manner and with the effect provided in the Indenture.

        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 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.

        By its acceptance of this Bond, the Owner hereof agrees that it will be
bound by and accepts the provisions of the Indenture 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
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 Constitution or 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 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 10
<PAGE>



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

                                        CITY OF BLOOMINGTON



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



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

<PAGE>



                     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 Refunding Bonds (Bristol
Village Apartments Project) Series 1987 of the City of Bloomington.

                                        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>



                               FORM OF ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _______________________________________________________________________the
within Multifamily Housing Revenue Refunding Bond (Bristol Village Apartments
Project) Series 1987, of the City of Bloomington 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
Indenture, and, subject to Section 3.12 of the Indenture, any and all amounts
paid other than principal of and premium with respect to the Bonds.

        "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.