UNITED STATES OF AMERICA

                                STATE OF GEORGIA

                        HOUSING AUTHORITY OF COBB COUNTY
                        MULTIFAMILY HOUSING REVENUE BOND
                       (ASHLEY KNOLL PROJECT), SERIES 1989

Number:  R-1
Dated Date:  May 1, 1989
Maturity Date:  June 30, 2017
Registered Owner:  Charter Municipal Mortgage Acceptance Company
Principal Amount:  $10,500,000.00


The Housing Authority of Cobb 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  Trust Company  (Georgia),  National  Association  (now
NationsBank,  N.A.),  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,  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
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 entitled Housing  Authority of Cobb County
Multifamily  Housing  Revenue  Bonds (Ashley  Knoll  Project),  Series 1989 (the
"Bonds")  issued  pursuant to the  Resolution of the Issuer  adopted on April 4,
1989 (the  "Resolution"),  the  Multifamily  Housing  Revenue Bond (Ashley Knoll
Project) Trust Indenture dated as of April 1, 1989, as amended by an Assignment,
Assumption  and  Amendment  Agreement  dated as of May


                                    Page 1
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1, 1990 (the "Assumption Agreement"), as further amended by a First Supplemental
Indenture dated as of October 1, 1997 (as further amended and supplemented  from
time to time, the "Indenture"),  and the Housing 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 Indenture,  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  Indenture,   which   definitions  are  expressly
incorporated  herein by  reference.  The Bonds  issued under the  Indenture  are
expressly  limited to $10,500,000  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 COBB COUNTY,  GEORGIA,  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) Reserved.

          (2) During the Second Period,  the Bonds shall bear Base Interest at a
     rate equal to 9.0% per annum to (but not  including) the Amendment Date (as
     defined  herein);  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 $2,988,453 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


                                     Page 2
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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
     Indenture.

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) Reserved.

          (2) Commencing on the Amendment Date and continuing  through each year
     or part  thereof  of the Second  Period,  the Bonds  shall 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 Net Cash Flow for
     each such year, or part  thereof,  or, to the extent not fully paid because
     50% of Net Cash Flow is insufficient, 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 paragraph  (b)(3),
     all as provided below.

          From and  after  the  Amendment  Date,  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 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
     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  (which
     amount is  referred  to as the  "Supplemental  Contingent  Interest").  The
     difference  between the Maximum  Supplemental  Contingent  Interest and the
     Supplemental  Contingent  Interest shall be deferred without interest (such
     difference  is


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     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 Net  Cash  Flow,
     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 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 paragraph  (b)(3) 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 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

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     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  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.

     (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
     Indenture)  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  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

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     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 Indenture), 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  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


                                     Page 6
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     pursuant  to the  Indenture)  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 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

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     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  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.



                                     Page 8
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          (3) If the  Refinancing  of the Project is based upon a redemption  of
     Bonds pursuant to Section  4.01(d) of the Indenture,  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 as
provided in 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 (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

     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


                                     Page 9
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     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  Indenture),  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  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.



                                    Page 10
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     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 April 1, 1989
(the "Loan Agreement"),  and a Note dated May 1, 1989 (the "Note"), both amended
by the Assumption  Agreement and further  amended as of October 1, 1997,  Ashley
Knoll Associates,  L.P., 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 DATED AS OF MAY 1, 1989, AS AMENDED (THE "MORTGAGE"), AND THE
ASSIGNMENT  OF LEASES,  RENTS AND OTHER  INCOME  DATED AS OF APRIL 1,  1989,  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 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 denominations,  of the same maturity and 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

                                    Page 11
<PAGE>

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 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  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 Indenture
are not satisfied,  or if the Bonds are not successfully  remarketed,  or if the
full purchase price thereof is 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
Indenture.  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.



                                    Page 12
<PAGE>

     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 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.
Undelivered  Bonds that have been  remarketed in  accordance  with the Indenture
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
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 of the purchase price of such  Undelivered  Bonds
upon surrender thereof to the Remarketing Agent.



                                    Page 13
<PAGE>

     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 certain
purposes,  including 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 14
<PAGE>

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

                                            HOUSING AUTHORITY
                                            OF COBB COUNTY


(Seal)

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


Attest:


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



                                       15
<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 Bonds  (Ashley  Knoll  Project)
Series 1989 of the Housing Authority of Cobb County.




                                           Reliance Trust Company




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




Date of Authentication:



January 13, 1998



                                       16
<PAGE>



                               FORM OF ASSIGNMENT

     FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto  __________________________  the within  Multifamily  Housing  Revenue Bond
(Ashley Knoll Project) Series 1989, of the Housing  Authority of Cobb 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: ____________________________________



                                       17
<PAGE>

                             VALIDATION CERTIFICATE

STATE OF GEORGIA

COUNTY OF COBB

     The undersigned Clerk of the Superior Court of Cobb County,  Georgia HEREBY
CERTIFIES  that the within bond was  confirmed and validated by judgement of the
Superior Court of Cobb County, Georgia, rendered on the 17th day of April, 1989,
and that no intervention was filed therein.

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


(SEAL)                                  /s/ Jay C. Stephenson
                                        ---------------------------------------
                                        Clerk, Superior Court,
                                        Cobb County, Georgia


                                      -18-

<PAGE>
                              DEFINITIONAL APPENDIX

     "Amendment Date" shall mean October 1, 1997.

     "Maximum Supplemental  Contingent Interest" shall mean, on any payment date
for Contingent  Interest and Deferred Interest specified in paragraph (e) hereof
from and after the Amendment Date, 6.5% 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  Amendment  Date if there is no previous
date of such calculation) and the denominator of which is 360.

     "Supplemental Contingent Interest Rate" shall mean an interest rate of 6.5%
per annum  commencing on the Amendment  Date and  continuing  through the Second
Period.


                                       18