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                   [CREDIT LYONNAIS LETTERHEAD]                   261-7996



                                                           December 18, 1996


TO:  Williamsburg Limited Partnership, ("Counterparty")     12/9/96
     77 West Wacker Drive,  Suite 4040                      -------
     Chicago, Illinois  60601
     Att:   Adam Peterson                              Notional $16,500,000
     Tel:   312-917-4401    Fax:   312-917-9910                 
                                                             Fixed 4.636%
FR:  Credit Lyonnais New York Branch ("CLNY")        Wmsbg               Credit
     1301 Avenue of the Americas,  17th Floor                         Lyonnais
     New York, New York  10019                                PSA Muni
     Att:    Kathrin W. Gray                                   
     Tel:   212-261-7349     Fax:  212-459-3167   int Pymts. 9th day of each mo

RE:  Transaction dated as of December 5, 1996
     (CLNY Ref:   OA532)

--------------------------------------------------------------------------------
                      GUARANTEED TRANSACTION CONFIRMATION

THIS CONFIRMATION SUPERSEDES ALL PREVIOUS CONFIRMATIONS WITH RESPECT TO THE
TRANSACTION EVIDENCED HEREBY.

     The purpose of this letter agreement is to confirm the terms and
conditions of the transaction entered into between us on the Trade Date
specified below which constitutes a "Transaction" under the Master Agreement
specified below.

     This letter agreement constitutes a "Confirmation" under, and it
supplements, forms part of, and is subject to, the Master Agreement dated as of
December 5, 1996, as amended and supplemented from time to time (the
"Guaranteed Agreement"), between you and us.  THE GUARANTEED AGREEMENT AND ALL
TRANSACTIONS ENTERED INTO THEREUNDER SHALL BENEFIT FROM A CLFG GUARANTEE ISSUED
BY CLFG (AS SUCH TERMS ARE DEFINED IN THE SCHEDULE TO THE GUARANTEED AGREEMENT)
IN FAVOR OF COUNTERPARTY.

     CLNY'S AND COUNTERPARTY'S RIGHTS AND OBLIGATIONS IN RESPECT OF PAYMENTS
DUE HEREUNDER ARE SUBJECT ENTIRELY TO THE "WAIVER OF SETOFF" PROVISION IN PART
5 OF THE SCHEDULE TO THE GUARANTEED AGREEMENT.

1. The definitions and provisions contained in the 1991 ISDA Definitions (as
published by the International Swaps and Derivatives Association, Inc.) are
incorporated into this Confirmation.  In the event of any inconsistency between
those definitions and provisions and this Confirmation, this Confirmation will
govern.
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2. The terms of the particular guaranteed Transaction to which this
Confirmation relates are as follows:


Notional Amount:                  USD  16,500,000

Trade Date:                       December 5, 1996

Effective Date:                   December 9, 1996

Termination Date:                 December 9, 2003, subject to adjustment in
                                  accordance with the Modified Following
                                  Business Day Convention  

Fixed Amounts:

Fixed Rate Payer:                 Counterparty

Fixed Rate Payer Payment Dates:   The 9th day of each month of each year prior
                                  to and including the Termination Date,
                                  commencing with January 9, 1997 and subject
                                  to the Modified Following Business Day
                                  Convention.  

Fixed Rate and Fixed Rate Day
Count Fraction:                   4.636%; 30/360

Floating Amounts:

Floating Rate Payer:              CLNY

CLNY Floating Rate
Day Count Fraction:               Actual /Actual

CLNY Payment Dates:               The 9th day of each month of each year prior
                                  to and including the Termination Date,
                                  commencing January 9, 1997 and subject 
                                  to adjustment in accordance with the Modified
                                  Following Business Day Convention  

CLNY rate setting dates:          Every Wednesday

CLNY Reset Dates:                 Every Thursday

CLNY Floating Rate Option:        1.  PSA Municipal Swap Index TM  (the
                                  "Index"). 

                                  "PSA Municipal Swap Index"  means the rate
                                  determined on the basis of an index based
                                  upon the weekly interest rates of tax-exempt
                                  variable rate issues included in a data base
                                  maintained by Municipal Market Data which
                                  meet specific criteria established by the
                                  Public Securities Association (as set forth
                                  in Exhibit A attached hereto). 

                                  2.  Alternative Floating Rate Option:

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                                    In the event the indexing Agent no longer
                                    publishes an index satisfying the
                                    requirements of the preceding paragraph,
                                    the Relevant Rate in respect of a Reset
                                    Date shall be the "J.J. Kenny Index" (as    
                                    defined below), provided further, however,
                                    that if the J.J. Kenny Index also ceases to
                                    be published, an alternative index shall be
                                    calculated by an entity selected in good    
                                    faith by CLNY and approved by Counterparty,
                                    and shall be determined using the criteria
                                    for the PSA Municipal Swap Index that is
                                    set forth   in Exhibit A attached hereto.

                                    3.  "J.J. Kenny Index" means the index
                                    generally made available on the Reset Date
                                    by Kenny Information Systems or any
                                    successor indexing agent hereunder (the
                                    "Indexing Agent").  The Index is announced
                                    by Kenny Information Systems at the
                                    beginning of business on Tuesday, and shall
                                    be effective as of the same day, or if
                                    Tuesday is not a New York Business Day, the
                                    Index is announced on the next succeeding
                                    New York Business Day, and shall be
                                    effective as of the same day.  The Index is
                                    generally effective until the next Reset
                                    Date.  The Index shall be based upon 30-day
                                    yield evaluations at par of bonds, the
                                    interest on which is exempt from Federal
                                    income taxation under the Internal Revenue
                                    Code of 1986 as amended, of not less than
                                    five "high grade" component issuers
                                    selected by the Indexing Agent which shall
                                    include, without limitation, issuers of
                                    general obligation bonds.  The specific
                                    issuers included among the component
                                    issuers may be changed from time to time by
                                    the Indexing Agent in its discretion.  The
                                    bonds on which the Index is based shall not
                                    include any bonds the interest on which is
                                    subject to a "minimum tax" or similar tax
                                    under the Internal Revenue Code, unless all
                                    tax-exempt bonds are subject to such tax.


Designated Maturity:                Weekly

Spread:                             Inapplicable

Compounding:                        Inapplicable

Method of Averaging;                Weighted Average Rate

Business Days:                      New York

Calculation Agent:                  CLNY


3. Credit Support Document:         The ISDA Credit Support Annex to be
                                    executed and delivered by both parties
                                    within fourteen calendar (14) days.

           
           
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4. Other Provisions:

   Any Early termination date designated in connection with an Event of Default
   or a Termination Event with respect to the Transaction between CLNY and
   Ambassador I, L.P. or the Transaction between CLNY and Ambassador VIII, 
   L.P., both dated December 5, 1996, shall be deemed to cause a corresponding 
   Event of Default or Termination Event, as the case may be, with respect to 
   this Transaction, and an Early Termination Date shall be designated on the
   corresponding date with respect to this Transaction.

5. Account Details:

USD Payment to CLNY:               Credit Lyonnais,  New York
                                   ABA#:  026008073
                                   A/C#:  01-88180-3211-00-001-180
                                   Ref:  Triple-A  Derivative Products

Payment to Counterparty:           PLEASE PROVIDE

6. Offices:

a)  The office of Credit Lyonnais for this Transaction is New York, New York;
and

b)  The office of Counterparty for this Transaction is Chicago, Illinois.


Please provide confirmation that this letter correctly sets forth our Agreement
by responding within two (2) Business Days by returning an executed copy of
this Confirmation by telecopier (Att: Kathrin W. Gray - Documentation) to the
following numbers:
                             Telecopier Number:  212-459-3167
                             Telephone Number for confirmation of
                             Telecopier transmission: 212-261-7349


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IN WITNESS WHEREOF the parties hereto accept and confirm the terms of this
Confirmation.



CREDIT LYONNAIS                 WILLIAMSBURG LIMITED PARTNERSHIP
NEW YORK BRANCH

Authorized Signature:           Authorized Signature:

Ian Cheung
----------------------------    ---------------------------

Name:  Ian Cheung               Name:
      ----------------------         ----------------------
Title: Vice President           Title:
      ----------------------         ----------------------




CREDIT LYONNAIS
NEW YORK BRANCH

Marketing Signature:

Chris Phelan
-----------------------------

Name:   Chris Phelan
      -----------------------
Title:  Vice President
      -----------------------

CLNY Ref:  OA530


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                                  EXHIBIT A


                          PSA Municipal Swap Index
                      Produced By Municipal Market Data

Final Index Criteria

1.      Issue must be a weekly reset effective on Thursday.
2.      No lag resets will be considered.
3.      Only Non-AMT issues will be included.
4.      Issue must have a VMIG1 or A1 + rating.
5.      Issue must pay interest on a monthly basis.
6.      Interest must be calculated on a ACT/ACT basis.
7.      Only one quote per obligor per dealer will be included.
8.      All states will be considered.
9.      Issue must have an outstanding amount of $10 million or more.

Index Calculation

1.      The rates of the issues which qualify for inclusion in the index are
        not weighted by issue size.
2.      The standard deviation of the rates is calculated.  Any issue falling
        outside +/- I SD is dropped.
3.      Each participating dealer is limited to no more than 15% of the index   
        by an averaging method. Any dealer originally having a total number of
        issues greater than 15% will have sufficient number of issues reduced
        from its distribution to meet the desired limitation.





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