UNITED STATES OF AMERICA

                             STATE OF NORTH CAROLINA

                     Housing Authority of the County of Wake
                        Multifamily Housing Revenue Bond
                        (Forest Hills Apartments Project)
                                   Series 1998

Number: R-1 
Dated Date: December 15, 1998 
Maturity Date: June 1, 2034 
Registered Owner: Charter Municipal Mortgage Acceptance Company 
Principal Amount: $5,930,000 
Interest Rate: 7.125%

      Housing Authority of the County of Wake (the "Issuer"), a political
subdivision of the State of North Carolina (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 December 1, 1998 between the
Issuer and the Trustee (as amended and supplemented from time to time, the
"Indenture"), and the Housing Authorities Law, Chapter 157 of the North Carolina
General Statutes, 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 $5,930,000 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.


<PAGE>

      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 subdivision thereof shall be liable on the Bonds. Neither the
State of North Carolina 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 State of North Carolina or any political
subdivision thereof within the meaning of any constitutional or statutory
provision whatsoever, and shall not directly, indirectly or contingently
obligate the State of North Carolina 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, commissioner, 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 NOR ANY AGENTS, EMPLOYEES OR SERVANTS 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
COUNTY OF WAKE, THE STATE OF NORTH CAROLINA, OR ANY POLITICAL SUBDIVISION
THEREOF (OTHER THAN THE ISSUER), AND NEITHER THE COUNTY OF WAKE, THE STATE OF
NORTH CAROLINA, 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-eighth percent (7.125%) 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 January 4, 1998 and on each Bond Payment Date.

      Limited Recourse. Pursuant to a Loan Agreement dated as of December 1,
1998, and a Promissory Note (the "Note") dated the date of issuance of the
Bonds, FHGA Limited Partnership, a North Carolina 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


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<PAGE>


MADE PURSUANT TO THE LOAN AGREEMENT AND THE NOTE BY THE DEVELOPER, AND THE
SECURITY THEREFOR PROVIDED BY THE DEED OF TRUST AND SECURITY AGREEMENT FROM THE
DEVELOPER TO A DEED OF TRUST TRUSTEE FOR THE BENEFIT OF THE TRUSTEE, DATED AS OF
DECEMBER 1, 1998, AND THE ASSIGNMENT OF LEASES, RENTS AND OTHER INCOME FROM THE
DEVELOPER TO THE TRUSTEE, DATED AS OF DECEMBER 1, 1998, 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.


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<PAGE>


      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 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.

                                       HOUSING AUTHORITY OF THE
                                       COUNTY OF WAKE

                                       By: /s/ Thomas A. Mitchell
                                          --------------------------
                                       Name: Thomas A. Mitchell
                                       Title: Chairman

(SEAL)

Attest:

/s/ Dallas J. Sasser
----------------------------
Name: Dallas J. Sasser 
Title: Secretary


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<PAGE>


                          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 (Forest Hills Apartments
Project) Series 1998 of the Housing Authority of the County of Wake.

                                        CRESTAR BANK, 
                                        as Trustee and Authenticating Agent

                                        By:  Leo B. Bedell
                                           -----------------------------------
                                           Authorized Signatory

Date of Authentication:

December 15, 1998
-----------------------


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<PAGE>


                                   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:
      -------------------------


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