UNITED STATES OF AMERICA

                                STATE OF GEORGIA

                      HOUSING AUTHORITY OF GWINNETT COUNTY
                        MULTIFAMILY HOUSING REVENUE BOND
               (TEMPO NORTHRIDGE APARTMENTS PROJECT), SERIES 1986

Number:  R-1
Dated Date:  September 30, 1986
Maturity Date:  June 30, 2017
Registered Owner:  Charter Municipal Mortgage Acceptance Company
Principal Amount:  $12,400,000


The Housing Authority of Gwinnett County (the "Issuer"), a public body corporate
and politic  organized and existing  under the laws of the State of Georgia (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, 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 Reliance Trust Company, as successor in interest
to Citizens and Southern National Bank (now NationsBank, N.A.), or its successor
as  Trustee  (the  "Trustee"),  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 Trustee,  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  (Tempo  Northridge   Apartments   Project)
Resolution  of the Issuer  adopted on July 7, 1986,  as amended and  restated on
August 12, 1986, as further amended by the First Supplemental Resolution adopted
October 7, 1997 (as the same may be further amended or supplemented from time to
time,  the  "Resolution"),  and the  Housing


                                     Page 1
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Authorities  Law of the State of Georgia,  O.C.G.A.  Section 8-3-1,  et seq., as
amended (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 $12,400,000  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.

THIS BOND AND THE INTEREST  HEREON SHALL NOT BE DEEMED TO CONSTITUTE A DEBT OR A
GENERAL  OBLIGATION  OR A PLEDGE OF THE FAITH AND CREDIT OF THE STATE OF GEORGIA
OR OF GWINNETT COUNTY, AND DO NOT DIRECTLY,  INDIRECTLY OR CONTINGENTLY OBLIGATE
SAID STATE OR COUNTY TO LEVY OR TO PLEDGE ANY FORM OF TAXATION  WHATEVER FOR THE
PAYMENT OF SUCH PRINCIPAL AND INTEREST.

Interest on the Bonds.

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

     (b) Base Interest.  Through the Conversion  Date, 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 10.0% per annum  payable on each  payment  date  specified in
     paragraph (e)(1) below.

          (2) During the Second Period,  the Bonds shall bear Base Interest at a
     rate equal to 8.5% per annum to (but not  including)  the  Amendment  Date;
     7.0% per annum from the Amendment Date through and including June 30, 2000;
     and 7.5% per annum  thereafter,  payable on each payment date  specified in
     paragraph (e)(1) below.

          (3) Accrued and unpaid Base Interest in the amount of $2,281,509 as of
     the  Amendment  Date (which  amount 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 the earliest possible payment dates specified in paragraph (e)(3) hereof
     on the basis and to the extent of 100% of Net 


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     Sale or Refinancing Proceeds,  after the payment of accrued and unpaid Base
     Interest  (and  interest  thereon)  other than the Base  Deferred  Interest
     Amount,  and prior to the  payment  of  Deferred  Interest  and  Contingent
     Interest.

     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 as provided in Section 7.10 of the
     Resolution.

Subject to the  foregoing,  Base Interest  shall be calculated on the basis of a
year of 360 days, actual days elapsed.

     (c)  Contingent  Interest.   After  the  Initial  Period  and  through  the
Conversion  Date,  the Bonds also shall bear 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 shall bear interest at an annual
     rate equal to the Primary Contingent Interest Rate payable on the basis and
     to the extent of 50% 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
     50% of Net Cash Flow is insufficient, on the basis and to the extent of 50%
     of Net Sale or  Refinancing  Proceeds  (after the payment of Base  Interest
     including the Base Deferred Interest Amount), all as provided below.

          Contingent Interest equal to Maximum Primary Contingent Interest shall
     be payable on the Bonds on each  payment date prior to the  Amendment  Date
     specified in  paragraph  (e)(2) below on the basis and to the extent of 50%
     of Net Cash Flow,  measured for purposes of such payment and subject to the
     adjustments and  reconciliation as specified in paragraph (f) below. If 50%
     of Net Cash Flow is  insufficient  to pay the  Maximum  Primary  Contingent
     Interest  on such dates,  then there  shall be payable  the maximum  amount
     possible to the extent of 50% of Net Cash Flow (which amount is referred to
     as the "Primary Contingent  Interest").  The difference between the Maximum
     Primary Contingent  Interest and the Primary  Contingent  Interest shall be
     deferred with  interest  thereon at 9.25% per annum,  compounded  annually,
     with respect to all such interest accrued and unpaid to (but not including)
     the  Amendment  Date,  and without  interest  thereafter,  until paid (such
     difference  together with the  compounded  interest  thereon is referred to
     collectively  with all such  amounts  previously  deferred  and  unpaid  as

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     "Primary  Deferred  Interest").  Primary Deferred Interest in the amount of
     $994,528  which remains  accrued and unpaid as of the Amendment Date (which
     amount is referred to as the "Primary  Deferred  Interest Amount") shall be
     deferred  without  interest until paid, and shall  thereafter be payable on
     the earliest possible payment dates specified in paragraph (e)(3) hereof on
     the basis and to the  extent  of 50% of Net Sale or  Refinancing  Proceeds,
     after the payment of accrued Base Interest  (and interest  thereon) and the
     Base Deferred  Interest  Amount,  and prior to the payment of  Supplemental
     Deferred  Interest and  Supplemental  Contingent  Interest payable from Net
     Sale or Refinancing Proceeds.

          From  and  after  the  Amendment  Date,  no  further  Maximum  Primary
     Contingent Interest (other than the Primary Deferred Interest Amount) shall
     be due or payable.

          (2) During each year or part thereof of the Second  Period,  the Bonds
     shall  also  bear  Contingent  Interest  at an  annual  rate  equal  to the
     Supplemental  Contingent  Interest  Rate  payable  on the  basis and to the
     extent  of 50% of so much of Net  Cash  Flow for each  such  year,  or part
     thereof,  as  remains  after  reducing  Net Cash Flow by the  amount of any
     payments on the basis of Net Cash Flow specified above in paragraph  (c)(1)
     or, to the  extent not fully paid  because  50% of Net Cash Flow  remaining
     after   reducing  Net  Cash  Flow  by  the  amount  of  such   payments  is
     insufficient,  on the basis and to the extent of 50% of so much of Net Cash
     Flow as remains after  reducing Net Cash Flow by the amount of any payments
     on the basis of Net Cash Flow specified  above in paragraph  (c)(1) and 50%
     of so much of Net Sale or  Refinancing  Proceeds as remains after  reducing
     Net Sale or Refinancing Proceeds by the amount of any payments on the basis
     of Net Sale or Refinancing  Proceeds  specified above in paragraphs  (b)(3)
     and (c)(1), all as provided below.

          Contingent Interest equal to Maximum Supplemental  Contingent Interest
     shall be payable on the Bonds on each payment  date  specified in paragraph
     (e)(2)  below on the basis and to the  extent of 50% of so much of Net Cash
     Flow as remains after  reducing Net Cash Flow by the amount of any payments
     on the basis of Net Cash Flow specified above in paragraph (c)(1), measured
     for  purposes  of  such  payment  and  subject  to  the   adjustments   and
     reconciliation as specified in paragraph (f) below. If 50% of Net Cash Flow
     after  such  payments  is  insufficient  to pay  the  Maximum  Supplemental
     Contingent  Interest  payable on any payment  date  specified  in paragraph
     (e)(2) below,  then there shall be payable the maximum  amount  possible on
     the basis and to the  extent of 50% of Net Cash Flow  after  such  payments
     (which amount is referred to as the  "Supplemental  Contingent  Interest").
     The difference between


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     the  Maximum   Supplemental   Contingent   Interest  and  the  Supplemental
     Contingent  Interest shall be deferred without interest (such difference is
     referred to  collectively  with all such  amounts  previously  deferred and
     unpaid as the  "Supplemental  Deferred  Interest") and shall  thereafter be
     payable on the  earliest  possible  payment  dates  specified  in paragraph
     (e)(2)  below on the basis and to the  extent of 50% of so much of Net Cash
     Flow as  remains  after  reducing  Net Cash Flow by the  amount of any such
     payments on the basis of Net Cash Flow specified above in paragraph (c)(1),
     measured for purposes of such  payment and subject to the  adjustments  and
     reconciliation as specified in paragraph (f) below.  Supplemental  Deferred
     Interest  shall be paid on the basis  and to the  extent of 50% of Net Cash
     Flow remaining  after reducing Net Cash Flow by the amount of such payments
     specified in paragraph (c)(1) before any Supplemental  Contingent  Interest
     is paid on such basis.

          To the extent that Maximum  Supplemental  Contingent  Interest and all
     Supplemental  Deferred  Interest are not fully paid on the basis and to the
     extent of 50% of Net Cash Flow  remaining  after  reducing Net Cash Flow by
     the amount of such payments on payment dates specified in paragraph  (e)(2)
     below,  they  shall be  payable on the basis and to the extent of 50% of so
     much of Net Sale or Refinancing Proceeds as remains after reducing Net Sale
     or  Refinancing  Proceeds by the amount of any payments on the basis of Net
     Sale or  Refinancing  Proceeds  specified  above in  paragraphs  (b)(3) and
     (c)(1) on the earliest possible payment dates specified in paragraph (e)(3)
     below,  including a then current  payment date for Contingent  Interest and
     Deferred  Interest  payable on the basis and to the extent of Net Cash Flow
     specified in paragraph (e)(2)(iii) below.

     (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) Contingent  Interest and Deferred  Interest that is payable on the
     basis of Net Cash Flow shall be payable (i) on each  Interest  Payment Date
     for  Contingent  Interest  and  Deferred  Interest  to  and  including  the
     Conversion Date, (ii) on each redemption date during the Second Period (but
     only  with  respect  to the  Bonds  redeemed),  (iii) on each date on which
     Contingent  Interest  and  Deferred  Interest  is payable  from Net


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     Sale or Refinancing  Proceeds (as provided in paragraph (e)(3) below),  and
     (iv) on the Conversion Date.

          (3)  The  Base  Deferred  Interest  Amount,  Contingent  Interest  and
     Deferred  Interest that is payable on the basis of Net Sale or  Refinancing
     Proceeds  shall  be  payable  on the  next  Interest  Payment  Date for any
     interest  succeeding  by at least thirty (30) days the date of the 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  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) Calculation of Net Cash Flow.

          (1) (i) No later than thirty (30) days  before each  payment  date for
     Contingent  Interest and Deferred  Interest  specified in paragraph (e) (2)
     above (or such lesser number of days as shall be the maximum number of days
     possible if the payment  date was not known until less than forty (40) days
     before the payment date),  the Developer  shall calculate Net Cash Flow for
     the three-month  period ending on the last day of the third preceding month
     before such payment date and shall  provide the Trustee (but only after the
     Trustee  has  accepted  the  duty to  calculate  interest  pursuant  to the
     Resolution)  and the Owners (if fewer than three) (i) the  analysis of such
     Net Cash Flow, (ii) unaudited financial  statements of the Project for such
     three-month  period and (iii) a  calculation  of the  amount of  Contingent
     Interest and Deferred Interest then payable.

          (ii)  Notwithstanding  the  foregoing in clause (i), (A) except as may
     result from adjustments and reconciliation provided below in this paragraph
     (f), the period of time for which Net Cash Flow is measured for purposes of
     a payment date for Contingent  Interest and Deferred  Interest on any Bonds
     specified in paragraph  (e)(2)  hereof shall not include any time for which
     Net Cash Flow has been measured for purposes of a previous payment date for
     Contingent  Interest  and  Deferred  Interest  on such Bonds  specified  in
     paragraph  (e)(2) hereof,  and (B) the calculation of Net Cash Flow and the
     amount of Contingent  Interest and Deferred  Interest payable  therefrom on
     the Conversion  Date shall be reconciled and adjusted to give effect to the
     actual  amount  


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     of Net Cash Flow for the current calendar year (and the preceding  calendar
     year if the Conversion  Date falls before delivery of the audit referred to
     in  paragraph  (f)(2)  hereof in the current  calendar  year) up to but not
     including  the  Conversion  Date (such actual amount of Net Cash Flow being
     measured by the actual amount known as of the most recent possible date and
     an  amount  reasonably  estimated  to be earned  between  such date and the
     Conversion  Date) and all  Contingent  Interest and Deferred  Interest paid
     during the current  calendar year (and the  preceding  calendar year if the
     Conversion Date falls before delivery of the audit referred to in paragraph
     (f)(2)  hereof in the current  calendar  year) in the manner  described  in
     paragraph  (f)(3) below,  except that any  underpayments or overpayments of
     Contingent Interest and Deferred Interest shall be paid or refunded, as the
     case may be, on the Conversion Date.

          (iii) The amount of Net Cash Flow reflected in the analysis  described
     above,  as adjusted  in the case of the  analysis  in  connection  with the
     Conversion  Date, shall provide the basis for the calculation of Contingent
     Interest  and  Deferred  interest  payable on the basis of Net Cash Flow on
     each payment date therefor specified in paragraph (e)(2) hereof,  except as
     provided below. The Trustee,  upon direction of the owners of a majority in
     principal  amount of the Bonds (if it has  accepted  the duty to  calculate
     interest thereon  pursuant to the Resolution),  or the Owners of a majority
     in principal amount of Bonds themselves, may request further substantiation
     of the Developer's  calculation of Net Cash Flow and may verify and correct
     as necessary the  calculations  thereof.  If the Trustee or the Owners of a
     majority  in  principal  amount of the Bonds do so  reasonably  modify such
     calculation,  the Trustee or such Owners shall notify the Developer of such
     modified  calculation  no later than ten (10)  Business  Days  before  such
     payment date (or such lesser number of days as shall be the maximum  number
     of days  practicable if the Trustee or such Owners received the calculation
     of Net Cash Flow less than thirty  (30) days  before the payment  date) and
     such  modified  calculation  shall  be the  basis  for the  calculation  of
     Contingent  Interest and Deferred Interest payable on the basis of Net Cash
     Flow on the payment date.  Except to the extent  provided in this paragraph
     (f)(1) with respect to the Conversion Date, the analysis and payment on the
     basis of Net Cash Flow  described in this  paragraph  (f)(1) is intended to
     provide a preliminary  payment of Contingent Interest and Deferred Interest
     on the  basis of Net Cash Flow  prior and  subject  to the  adjustment  and
     reconciliation process described in paragraphs (f)(2) and (f)(3) hereof.

          (2) No later than March 15 of each  calendar  year (up to and,  unless
     the  Conversion  Date falls  before  delivery of the audit,  including 


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     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 (if it has accepted the duty to calculate  interest pursuant to the
     Resolution)  and the  Owners  (if  fewer  than  three) in  accordance  with
     generally  accepted  auditing  standards.  The audit shall state the actual
     amount of Net Cash Flow for that  calendar  year and  shall  calculate  all
     Contingent  Interest and Deferred  Interest  paid and payable from Net Cash
     Flow during such calendar year pursuant hereto.

          (3) The audit  prepared as described  in paragraph  (f)(2) shall state
     the amount of Contingent  Interest and Deferred  Interest  payable and paid
     during the subject calendar year. If the amounts of Contingent Interest and
     Deferred  Interest  payable on the basis of Net Cash Flow  (measured on the
     basis of  actual  Net Cash Flow for such  calendar  year  according  to the
     audit)  exceeded the amount paid, then there shall be payable to the Owners
     of the Bonds any such  payable and unpaid  amounts on the payment  date for
     Contingent  Interest and Deferred  Interest  specified in paragraph  (e)(2)
     hereof immediately following the receipt by the Trustee and the said Owners
     of the audit.  If the amount of Contingent  Interest and Deferred  Interest
     payable on the basis of Net Cash Flow  (measured on the basis of actual Net
     Cash Flow for such calendar  year  according to the audit) is less than the
     amount actually paid,  such overpaid  amount shall be credited  against any
     other interest payments  (whether Base Interest or Contingent  Interest and
     Deferred  Interest) or other  payments due from the Issuer to the Owners of
     the Bonds on the Bond  Payment  Date (or Bond  Payment  Dates)  immediately
     following  the  receipt by the Trustee and the said Owners of the audit and
     the  Owners  shall not be  required  to refund any such  amount  unless the
     crediting  does not exhaust the  overpayment,  in which case the balance of
     the overpayment will be refunded by the Owners on the Conversion Date.

     (g)  Fair  Market  Value  of  the  Project  for  Purposes  of   Determining
Refinancing Proceeds.

          (1) In order to  calculate  the fair  market  value of the Project for
     purposes  of  determining  Sale or  Refinancing  Proceeds in the event of a
     Refinancing  of the  Project  (other  than  a  Refinancing  of the  Project
     described in clause (iii) of the definition  thereof) the fair market value
     of the  Project is  required  to be  determined  as set forth  below,  such
     determination  to be  completed  no later than fifteen (15) days before the
     date on which Contingent  Interest and Deferred Interest are payable on the
     basis and to the  extent  of Net Sale or  Refinancing  Proceeds  or as


                                     Page 8
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     soon  thereafter  as possible  (but not after the said  payment date if the
     notice  described  in the  following  sentence  cannot be given at the time
     specified).  The  Developer  shall give  notice to the  Trustee  and to the
     Owners of the Bonds of the  impending  Refinancing  of the Project at least
     ninety (90) days before the expected date of  Refinancing of the Project or
     as much notice as is  possible,  promptly  upon  learning of the  impending
     Refinancing  of the  Project.  The  Owners  of all of  the  Bonds  and  the
     Developer may jointly determine and agree upon the fair market value of the
     Project but must do so at least sixty (60) days before the proposed date of
     the  Refinancing  of the Project;  failing such  agreement  the Owners of a
     majority  in  principal  amount of the Bonds  shall  select an  independent
     M.A.I.  appraiser  and the  Developer  shall select an  independent  M.A.I.
     appraiser.  The appraisers shall jointly  determine and agree upon the fair
     market value of the Project. If the two appraisers are unable to agree upon
     the fair market  value of the Project at least  thirty (30) days before the
     proposed  date  of the  Refinancing  of the  Project,  the  Owners  and the
     Developer shall select a third independent M.A.I. appraiser. If such Owners
     and the Developer are unable to agree upon a third  appraiser by such date,
     the two appraisers shall select the third appraiser.  If the two appraisers
     are unable to agree upon the third appraiser at least twenty-five (25) days
     before the proposed date of the Refinancing of the Project,  such Owners or
     Developer  may  petition  any  court  of  competent  jurisdiction  for  the
     appointment of the third  independent  appraiser.  As early as practicable,
     but prior to the expected date of the Refinancing of the Project, the third
     appraiser  shall select from between the two  appraisals  the one which the
     third appraiser believes to assess more accurately the fair market value of
     the Project and the appraisal so selected shall be the fair market value of
     the Project,  shall  provide the basis for the  calculation  of  Contingent
     Interest  and  Deferred  Interest  payable  on the  basis  of Net  Sale  or
     Refinancing  Proceeds in the event of a Refinancing  of the Project  (other
     than  a  Refinancing  of the  Project  described  in  clause  (iii)  of the
     definition  thereof) on each payment date  therefor  specified in paragraph
     (e)(3) hereof and shall be binding upon the Developer and the Owners of the
     Bonds. The fees and expenses of the appraiser  selected by each party shall
     be borne by the party  selecting  the  appraiser  and the cost of the third
     appraiser  shall be borne  equally by the  Developer  and the Owners of the
     Bonds.

          (2)  The  fair  market  value  of the  Project  for  purposes  of this
     paragraph (g) shall reflect the amount each appraiser  believes an informed
     and willing purchaser under no compulsion to purchase the Project would pay
     to an informed and willing  seller under no compulsion to sell the Project,
     less those costs of a sale appropriate to the marketplace  within which the
     Project would be sold.  Such


                                     Page 9
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     determination  shall take into consideration such factors as the appraisers
     may deem relevant.  Except as provided below,  the fair market value of the
     Project set forth in an  appraisal  shall be  determined  as of the date of
     such appraisal.

          (3) If the  Refinancing  of the Project is based upon a redemption  of
     Bonds pursuant to Section 4.01(d) of the Resolution,  the fair market value
     of the Project shall be  determined as of the day before the  occurrence of
     any events  requiring the payment of Insurance  Proceeds or a  Condemnation
     Award, as if such events had not occurred and were not anticipated.

     (h)  Interest  During a Variable  Rate  Period.  From and after the Initial
Remarketing  Date, if all of the Bonds then  Outstanding have been remarketed in
accordance  herewith,  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 (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:

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


                                    Page 10
<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  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.

                  (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 this Bond, (a) total Interest
paid on this Bond  (including  any Interest  payable in accordance  with Section
7.10 of the  Resolution),  cumulative  from the original date of issuance of the
Bond, shall not exceed the sum of 16% per annum,  simple and  noncompounded  for
each year  (calculated  on the basis of a 365-day  year,  actual


                                    Page 11
<PAGE>

number of days elapsed)  from such date of issuance to the date of  calculation;
and (b) if the  interest  rate on this Bond shall at any time be deemed to be in
excess of the  maximum  rate  allowed  by law then the Bond 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
this Bond.

     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 July 1, 1986
(the "Loan Agreement"),  and a Note dated September 30, 1986 (the "Note"),  both
amended as of October 1, 1997, Arc Way Associates, a Georgia 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 DEED TO
SECURE DEBT AND SECURITY AGREEMENT FROM THE DEVELOPER TO THE ISSUER, DATED AS OF
JULY 1, 1986, AS AMENDED (THE "MORTGAGE"),  AND THE ASSIGNMENT OF LEASES,  RENTS
AND OTHER INCOME FROM THE DEVELOPER TO THE ISSUER,  DATED AS OF JULY 1, 1986, AS
AMENDED (THE "ASSIGNMENT OF LEASES"), ALL OF WHICH HAVE BEEN ASSIGNED TO CHARTER
MUNICIPAL  MORTGAGE  ACCEPTANCE  COMPANY PURSUANT TO THE RESOLUTION 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 MORTGAGE LOAN TO THE OWNER OF THIS
BOND SHALL BE FOR THE  ACCOUNT OF THE ISSUER 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 


                                    Page 12
<PAGE>

for the same  aggregate  principal  amount will be issued to the  transferee  in
exchange hereto.

     Prior to the  Conversion  Date a Bond may  only be  transferred  (i) to any
affiliate of the Partnership, to an affiliate with the same or substantially the
same  general  partners  as 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  its  agreement  to the  transfer  restrictions  set  forth  in  this
paragraph in connection with subsequent transfers of the Bond.

     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 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 2005. 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,  the Base Deferred
Interest  Amount,  Contingent  Interest and Deferred  Interest then payable) and
shall  be  payable  on  the  Initial  Remarketing  Date.  Such  purchase  price,
regardless of the amount of Net Cash Flow and Net Sale or  Refinancing  Proceeds
available to be applied to such  purchase,  shall be not less than the principal
amount of such Bonds  together  with all accrued and unpaid Base  Interest,  the
Base Deferred Interest Amount,  and the Primary Deferred Interest Amount. 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 


                                    Page 13
<PAGE>

not paid on the Initial Remarketing Date, or if all Interest (including the Base
Deferred  Interest  Amount,  Contingent  Interest  and  Deferred  Interest  then
payable)  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.
Failure of the Developer to give  direction as aforesaid  shall be  conclusively
deemed a direction to have the Bonds redeemed as elected by the Owners.

     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. Such
purchase  price,  regardless  of the  amount  of Net  Cash  Flow and Net Sale or
Refinancing Proceeds available to be applied to such purchase, shall be not less
than the  principal  amount of such Bonds  together  with all accrued and unpaid
Base  Interest,  the Base Deferred  Interest  Amount,  and the Primary  Deferred
Interest Amount.  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
delivered for purchase on a Remarketing Date,  including the Initial Remarketing
Date shall  constitute  "Undelivered  Bonds"  for  purposes  of the  Resolution.
Undelivered  Bonds that have been  remarketed in accordance  with the Resolution
shall be deemed to have been purchased 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 remarketed Undelivered Bonds so remarketed
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 


                                    Page 14
<PAGE>

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 certain
purposes,  including 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.

     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 


                                    Page 15
<PAGE>

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.










            [The remainder of this page is intentionally left blank.]


                                    Page 16
<PAGE>


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

                                     HOUSING AUTHORITY
                                     OF GWINNETT COUNTY


(Seal)

                                     By: /s/ ILLEGIBLE
                                         --------------------------------
                                                                 Chairman


Attest:

/s/ ILLEGIBLE
--------------------------
Its: Secretary


                                    Page 17
<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 (Tempo Northridge Apartments
Project) Series 1986 of the Housing Authority of Gwinnett County.




                                           Reliance Trust Company




                                            By: /s/ ILLEGIBLE
                                                ---------------------------
                                                 Authorized Officer




Date of Authentication:



January 13, 1998


                                    Page 18
<PAGE>

                             VALIDATION CERTIFICATE

STATE OF GEORGIA

COUNTY OF GWINNET

     The  undersigned  Clerk of the Superior  Court of Gwinnett County,  Georgia
HEREBY  CERTIFIES  that the within bond was confirmed and validated by judgement
of the Superior Court of Gwinnett County,  Georgia,  rendered on the 21st day of
July,  1986,  that an  intervention or objection was taken thereto and that such
intervening  party has  executed a dismissal  withdrawing  from said  validation
proceeding for all purposes.

     WITNESS a facsimilie of my signature and the seal of said Court.


                                        /s/ ILLEGIBLE                    8/20/86
                                        ---------------------------------------
                                        Clerk, Superior Court,
                                        Gwinnett County, Georgia


                                      -17-

<PAGE>

                               FORM OF ASSIGNMENT

     FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto  ___________________________________ the within Multifamily Housing Revenue
Bond (Tempo Northridge Apartments Project) Series 1986, of the Housing Authority
of  Gwinnett  County  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: ____________________________________


                                    Page 19
<PAGE>


                              DEFINITIONAL APPENDIX

     "Amendment Date" shall mean October 1, 1997.

     "Maximum Primary  Contingent  Interest" shall mean, on any payment date for
Contingent  Interest and Deferred  Interest  specified in paragraph  (e) hereof,
0.75% to (but not  including)  the Amendment  Date,  of the aggregate  principal
amount of the Bonds on which Contingent  Interest and Deferred Interest are then
payable,  times a fraction,  the  numerator of which is the number of days since
the last date of calculation during the Second Period of Contingent Interest and
Deferred  Interest payable on such Bonds (or the first date of the Second Period
if there is no previous date of such  calculation)  and the denominator of which
is 360. There shall be no Maximum Primary Contingent Interest from and after the
Amendment Date.

     "Maximum Supplemental  Contingent Interest" shall mean, on any payment date
for Contingent Interest and Deferred Interest specified in paragraph (e) hereof,
6.75%  commencing on the first day of the Second  Period and  continuing to (but
not  including)  the  Amendment  Date,  and 7.0%  thereafter,  of the  aggregate
principal amount of the Bonds on which Contingent Interest and Deferred Interest
are then payable, times a fraction, the numerator of which is the number of days
since  the last date of  calculation  during  the  Second  Period of  Contingent
Interest and Deferred  Interest  payable on such Bonds (or the first date of the
Second  Period  if  there  is no  previous  date  of such  calculation)  and the
denominator of which is 360.

     "Primary Contingent Interest Rate" shall mean an interest rate of 0.75% per
annum continuing to (but not including) the Amendment Date.

     "Supplemental  Contingent  Interest  Rate" shall mean an  interest  rate of
6.75% per annum  commencing on the first day of the Second Period and continuing
to (but not including) the Amendment Date, and 7.0% per annum thereafter.



                                    Page 20