exv10wxjy



 






Exhibit 10j




CONTRACT TO PURCHASE

LIMITED PARTNERSHIP INTERESTS




          THIS AGREEMENT is made and entered into as of October 1, 2004 by and among BAYFIELD LOW
INCOME HOUSING LIMITED PARTNERSHIP, a Delaware limited partnership (“Seller”) having an office c/o Megan Asset Management, Inc., 1424 W. Century
Avenue, Suite 102, Bismarck, ND 58503, MPF BAYFIELD ACQUISITION, LLC, a California limited
liability company (“Buyer”) having an office c/o Mackenzie Patterson Fuller, Inc., 1640 School
Street, Moraga, CA 94556 and MACKENZIE PATTERSON FULLER, INC., a California corporation having an
office at 1640 School Street, Moraga, CA 94556
(“Guarantor”).




RECITALS




     Seller is the sole limited partner of eighty-one (81) limited partnerships listed on
Exhibit A attached hereto (“Partnerships”). Each of the Partnerships is the owner of the
respective apartment project for low to moderate income families as set forth on Exhibit A
(“Apartment Projects”). The limited partnership interests of the Partnerships (“Partnership
Interests”) are unencumbered except for the obligations outlined in that certain JOINT PLAN OF
REORGANIZATION OF 52 DEBTORS DATED MAY 9, 1990, approved by the United States Bankruptcy Court of
the Eastern District of New York as such plan has been modified by the Confirmation Order relating
thereto and as subsequently amended (“Plan”). Capitalized terms used herein but not defined herein
shall have the meanings set forth in the Partnership Agreement (as
defined herein) or in the Plan.



     Seller desires to sell, and Buyer desires to purchase, up to forty-nine and one-half percent
(49.5%) of the Partnership Interests in each Partnership, and Seller wishes to grant, and Buyer
wishes to obtain, options to purchase the remaining Partnership Interests when such purchase and
sale would not cause termination of the Partnerships. Upon the transfer of such interests to Buyer,
Buyer will assume the rights and duties of Seller in the Amended and Restated Agreement and
Certificate of Limited Partnership of each of the Partnerships, as amended (“Partnership
Agreement”), but only to the extent provided in this Agreement.



     Guarantor, an affiliate of Buyer, has executed this Agreement and will execute the Guaranty
(as hereinafter defined) for purposes of unconditionally guaranteeing Buyer’s obligations
hereunder and under the Secured Promissory Notes (as hereinafter defined) to be delivered by Buyer
in partial satisfaction of its payment obligations hereunder. To secure the Secured Promissory
Notes Buyer will grant to Seller a security interest in the Partnership Interests.



     In consideration of the mutual promises contained herein, the parties agree as follows:



     Section 1. PURCHASE OF PARTNERSHIP INTERESTS AND OPTIONS.



     (a) Purchase and Sale. Seller shall sell, and Buyer shall purchase, the right, title
and interest of Seller in fifty percent of the Partnership Interests owned by Seller as set forth
on




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Exhibit A, Column Q, except that Buyer shall purchase only 33.0% of the Partnership
Interests of Seller in the 2005 Partnerships as listed on Exhibit A-1, and Seller shall
grant, and Buyer shall purchase, the Short Option and the First Option as provided in Section 2
(b) hereof. Such purchase and sale of Partnership Interests and grant and purchase of options
shall be effective on October 1, 2004 (“Effective Date”).




     (b) Purchase Price. The price for the purchase of the Partnership Interests and
options as provided in paragraph (a) of this Section 1 is:



          (i) Cash Consideration: ONE MILLION FIVE HUNDRED TWENTY FOUR THOUSAND NINE HUNDRED
TWELVE DOLLARS ($1,524,912), payable as follows:





     $331,000 at the First Closing, payable in cash;




     $210,000 on April 15, 2005;




     $238,000 on June 15, 2005




     $425,000 on December 15, 2005; and




     $320,912 on June 15, 2006 (collectively, “Cash Consideration”); and




     (ii) Assumption of Seller’s 8% Interest Obligation: Buyer’s assumption of
Seller’s obligation to pay the respective percentages set forth on Exhibit_A of the
8% interest payable pursuant to Article 15(l)(a)(ii) of the Plan as a first priority from
the proceeds of any Capital Event (“8% Interest Obligation”); and




     (iii) Assumption of Seller’s Obligations as Limited Partner: Buyer’s
assumption of the respective percentages set Forth on Exhibit A of the obligations
of Seller as Limited Partner under each of the Partnership Agreements that arise from on
and after the date of the First Closing (“LP Obligations”).


The Cash
Consideration, 8% Interest Obligation and LP Obligations shall constitute and be defined
herein as the “Purchase Price”. All payments of Cash Consideration shall be paid in United States
Dollars by electronic funds transfer or cashier’s check payable to the order of Seller.




     (c) Secured Promissory Notes. All Cash Consideration not to be paid at the First
Closing shall be evidenced by a separate, non-negotiable secured promissory notes of Buyer payable
to the order of Seller in the form of Exhibit B attached hereto (“First Closing Note”). To
secure Buyer’s performance under the First Closing Note and under any other notes that may be
delivered by Buyer under this Agreement or upon exercise of the First Option, if exercised,
(collectively, the “Secured Promissory Notes”), Guarantor shall execute and deliver to Seller a
guaranty in the form of Exhibit C attached hereto (“Guaranty”), and Buyer shall execute
and deliver to Seller a security agreement in the form of Exhibit D attached hereto
(“Security




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Agreement”).
Seller may assign the Secured Promissory Notes to an affiliate of Seller in satisfaction of sums, if any, due it from Seller.




     (d) Contingent
Cash Consideration Adjustment. If and to the extent that the annual
depreciation expense of the Partnerships during tax year 2006 is not at least 95% or exceeds 105%
of the anticipated annual depreciation expense of the Partnerships for 2006 as reflected on
Exhibit A, the total consideration to be paid under the Cash Consideration and the
Options, including commissions (i.e., $3,603,449), will be reduced or increased, as applicable,
by a percentage equal to the percentage difference between the anticipated annual depreciation
expense and the actual annual depreciation expense. The adjustment will be made, if applicable,
by reducing (or increasing) the principal balance of the Secured Promissory Notes securing the
remaining payments due under the First Option Exercise Price. Notwithstanding the foregoing,
there shall be no adjustment with respect to any Partnership Interest sold or disposed of by
Buyer prior to the end of 2006 because Buyer should have received the full anticipated economic
benefit from such Partnership Interest. For example, the anticipated annual depreciation expense
on Exhibit A for 2006 is $3,034,168 and if the actual annual depreciation expense for
2006 were $2,730,751 (i.e., 10% less), then the next payment under the First Option. Exercise
Price would be reduced by $360,344 (i.e., 10% of $3,603,449), so that the next payment would be
$589,656 rather than $950,000. If the adjustment were to exceed $950,000, then the $200,000
payment due June 15, 2008 would be adjusted as well.



     Section 2.
OPTIONS.



     (a) Option
to Avoid Technical Termination. To avoid a transfer of more than
thirty-three percent (33.0%) of the Partnership Interests in any 2005 Partnership (as defined
on
Exhibit A-1) or a technical termination of any of the Partnerships, the parties agree
that if the aggregate Partnership Interests being transferred hereunder exceed thirty-three
percent (33.0%) of the Partnership Interests of any 2005 Partnership or forty-nine and
one-helf percent (49.5%) of the Partnership Interests in any other Partnership listed on
Exhibit A, or would cause such a technical termination, the affected Partnership
Interests being sold and the allocable purchase price for such Partnership Interests will be
reduced accordingly by the excess amount, and Buyer shall be granted an option to purchase
such excess amount at a pro-rata price. Such option shall not be exercisable until one year
and one day has elapsed from the date of the applicable closing and if exercised, shall be
closed in accordance with the terms and conditions of this Agreement at that future date.



     (b) Options
to Purchase Remaining Partnership Interests. Subject to the terms
and conditions of this Agreement, at the First Closing Seller hereby grants Buyer (i) an
option to
purchase an additional sixteen and one-half percent (16.5%) of the Partnership Interests in
the
2005 Partnerships (respectively, the “Short Option” and the “Short Option Partnership
Interests”)
and (ii) an option to purchase the balance of the Partnership Interests, subject to the
receipt of the
Required Consents as provided in Section 8 hereof, not purchased at the First Closing or
pursuant to the Short Option (the “First Option” and the “First Option Partnership
Interests”).
The consideration for both of such options will be $1,000 per Partnership or a total
of $81,000
(the “Option Price”), which Option Price is included in the Purchase Price. The Short Option
is
exercisable no earlier than January 1, 2005 and no later than January 15, 2005. The First
Option
is exercisable no earlier than December 1, 2005 and no later than December 30, 2005. Each of




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the Short Option and the First Option shall be exercised by Buyer’s written notice sent or
delivered to Seller indicating Buyer’s desire to exercise the applicable option and the date on
which the closing of the exercise of the applicable option will take place, provided, however,
that if Buyer exercises the Short Option, Buyer shall specify a closing date for the Partnership
Interests subject to the Short Option that is no later than January 30, 2005 (the “Short Option
Closing Date”), and if Buyer exercises the First Option, Buyer shall specify a closing date for
the Partnership Interests subject to the First Option that is no later than January 31, 2006 (the
“First Option Closing Date”). So long as Seller is diligently pursuing all Required Consents
necessary to proceed with the First Option Closing Date, Seller may delay the First Option Closing
Date for a reasonable period of time to obtain all Required Consents (with the reasonableness of
the delay measured in light of the complexities associated with obtaining the Required Consents).
If Seller fails to obtain all Required Consents within such time, then either Buyer or Seller may
await Seller’s receipt of the Required Consents or elect to exercise the exchange option described
in Section 2(f) of this Agreement. Unless exercised and closed in accordance with the terms
hereof, the Short Option shall expire and become void and of no force and effect. Unless both the
Short Option and the First Option are exercised and closed in accordance with the terms hereof, or
if Buyer has defaulted under any Secured Promissory Note, the First Option shall expire and become
void and of no force and effect.




     (c) Short
Option Exercise Price. At the Short Option Closing or by January
15, 2005, Buyer shall pay Seller in United States Dollars by electronic funds transfer or
cashier’s
check payable to the order of Seller the sum of THIRTY-FOUR THOUSAND FOUR
HUNDRED NINETY-FOUR ($34,494) DOLLARS (“Short Option Cash Consideration”), plus
assume from Seller an additional 16.5% of (i) Seller’s LP Obligations to the extent they
relate to
the 2005 Partnerships; and (ii) the balance then due by Seller on the 8% Interest Obligation
to the
extent that such obligations relate to the 2005 Partnerships. The Buyer’s payment of the Short
Option Cash Consideration and the 8% Interest Obligation and Buyer’s performance of the LP
Obligations as set forth in this paragraph (c) also shall be guaranteed by a Guaranty of
Guarantor.



     (d) First
Option Exercise Price. Buyer shall deliver to Seller, at the First
Option Closing, a new Secured Promissory Note in the principal amount of $1,740,594, payable
$200,000 on April 15, 2006, $390,594 on June 15, 2006, $950,000 on June 15, 2007 and
$200,000 on June 15, 2008, and shall assume from Seller (i) Seller’s then remaining LP
Obligations; and (ii) the remaining 8% Interest Obligation. Except for the principal amount
and
maturity dates described in the foregoing sentence, the new Secured Promissory Note delivered
by Buyer at the First Option Closing shall be in substantially the same form as the First
Closing
Note (i.e., Exhibit B) and guaranteed by a Guaranty of Guarantor. The Buyer’s
performance of
the LP Obligations and the Buyer’s payment of the 8% Interest Obligation as set forth in this
paragraph (d) also shall be guaranteed by a Guaranty of Guarantor.



     (e) Expiration
of Options. The Short Option shall expire and become null and
void and of no force and effect unless exercised on or before January 15, 2005. The First
Option
shall expire and become null and void and of no force and effect (i) if the Buyer fails to
exercise
and close the Short Option pursuant to the terms of this Agreement or (ii) if the First Option
is
not exercised on or before December 30, 2005.



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     (f) Exchange of Partnership Interests. If (i) Seller is unable to obtain
the Required Consents as provided in Section 2(b) or Section 8 hereof, or (ii) Buyer fails to
exercise either the Short Option or the First Option prior to their expiration or if Buyer has
defaulted on any Secured Promissory Note, then in either case, either Buyer or Seller may, in
their sole discretion, elect by written notice to the other party to cause an exchange of Buyer’s
Relinquished Partnership Interests for Buyer’s Replacement Partnership Interests. Buyer’s
“Relinquished Partnership Interests” are all of the Partnership Interests acquired by Buyer at
the First Closing and/or the Short Option Closing in the Partnerships that Buyer relinquishes
together with the related 8% Interest Obligation and LP Obligations. Buyer’s “Replacement
Partnership Interests” are all Partnership Interests owned by Seller in the Partnerships other
than the Partnerships that Buyer relinquishes together with the related 8% Interest Obligation
and LP Obligations. The Partnerships that Buyer relinquishes must either be the Partnerships
numbered “Apartment Complex Number” 3 through 70 and 78 (or the those numbered 79 through 135
and 137 on the attached Exhibit A. If either Buyer or Seller elects to trigger this
exchange, the exchange of the Relinquished Partnership Interests for the Replacement Partnership
Interests shall close within thirty (30) days after delivery of
the written notice from Buyer or
Seller that prompted the exchange. If neither Buyer nor Seller elects to trigger an exchange,
Seller shall continue for a reasonable period of time to exercise diligent efforts to obtain the
Required Consents in order to facilitate the closing of the transactions prompted by Buyer’s
exercise of the First Option.



     (g) Repurchase of Partnership Interests. Seller (or its affiliate or general partner)
agrees that it will repurchase any Partnership Interests from Buyer, except that Seller (or its
affiliate or general partner) will not assume Buyer’s obligations with respect to such Partnership
Interests assumed by the Buyer under this Agreement or accruing after the date hereof, at Buyer’s
option for ONE DOLLAR ($1.00) per Partnership Interest should such Partnership experience an event
that would cause a minimum gain chargeback with respect to such Partnership (such as the payoff of
or default under the Partnership’s indebtedness) such that Buyer will not be able to match such
income allocations with applicable losses from the sale of such
Partnership Interests. Seller will
purchase such Partnership Interests identified by Buyer within fifteen (15) days of receipt of
notice from Buyer if Buyer’s exercise of this option.



     The provisions of the repurchase under this Section 2(g) will not apply at Seller’s election
if the Buyer (i) consents, authorizes, or otherwise affirmatively permits such Partnership or its
General Partner (A) to sell, refinance, exchange or otherwise convey or transfer its real estate
or its Apartment Project, (B) to liquidate such Partnership, (C) to amend any of the terms or
provisions of the Partnership Agreement or to change its General Partner(s), or (D) to take any
other actions listed under Limitations on Powers of the General Partner(s) listed in each of the
Partnership Agreements without first obtaining the prior written consent of the Seller, (ii)
waives any of its rights under the Partnership Agreement, or (iii) enters into an agreement or
otherwise allows such Partnership Interest to be liquidated. In the event of a repurchase, the
Buyer will provide Seller with copies of the Partnership tax returns that are not in the Seller’s
possession.



     (h) Repurchase
of Missouri Partnership Interests. Seller agrees that it will
repurchase from Buyer any of the four Missouri Operating Partnership Interests listed on Exhibit E
hereto if their mortgages are foreclosed upon by RD, and will assume Buyer’s obligations with
respect to such Partnership Interests assumed by the Buyer under this Agreement but not those
accruing after the date hereof and prior to the repurchase, at Buyer’s option for the portion of
the



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purchase price attributable to such Operating Partnership as set forth in column AS or AT of
Exhibit A hereto, plus $500 per Operating Partnership repurchased to cover Buyer’s expenses
associated with such repurchase, within 15 days of receipt of notice from Buyer if Buyer’s exercise
of this option.



     Section 3. SECURITY INTEREST; ADMISSION OF SPECIAL MANAGER.



     (a) Execution of Security Agreement. Simultaneously with the execution by the
parties of this Agreement the Buyer and Seller shall execute and deliver the Security
Agreement
in the form attached hereto as Exhibit D.



     (b) Admission of Megan Asset Services as Special Manager of Buyer. Megan
Asset Services, LLC, an affiliate of Seller’s general partner (“MAS”) at the First Closing
shall be
admitted as a Special Manager of Buyer and shall remain a Special Manager of Buyer for so long
as any Secured Promissory Notes remain unpaid for the sole purpose of (i) exercising its
rights as
a Special Manager under the amendment to the Buyer’s Operating Agreement set forth as
Exhibit D-1 attached hereto, and (ii) signing on behalf of Buyer and delivering to
Seller an
assignment of Seller’s Partnership Interests back to Seller if there is any default on any
Secured
Promissory Note or the Security Agreement and such default remains uncured for fifteen (15)
days.



     (c) Amendment of Buyer’s Operating Agreement. Prior and as a condition to the
First Closing Buyer shall amend its Operating Agreement to include the provisions set forth on
Exhibit D-1 attached hereto.



     Section 4. REPRESENTATIONS AND WARRANTIES.



     (a) Representations and Warranties of Seller. Seller hereby represents and
warrants to Buyer:



          (i) Status. Seller (A) is a limited partnership, duly formed, validly existing and in
good standing under the laws of the State of Delaware; (B) is in good standing under the laws of,
and is authorised to transact business in, all jurisdictions where it conducts business; (C) has
all requisite power and authority to own and operate the Partnership Interests and to carry on its
business as now being conducted; and (D) has full right, power and authority to execute and
deliver to Buyer this Agreement and the other documents to be executed by Seller hereunder
(“Seller’s Documents”) and to perform the obligations and carry out the duties imposed upon Seller
by this Agreement and the other Seller’s Documents. All Seller’s Documents have been (or, prior to
their execution and delivery, will have been) duly authorized, approved, executed and delivered by
all necessary parties, except the general partner’s approval as required under the Partnership
Agreements, and constitute (or, upon execution and delivery, will constitute) the legal, valid and
binding obligations of Seller, enforceable against Seller in accordance with their respective
terms.




          (ii) Rural Development Assistance. All but one of the Apartment Projects have
been financed with mortgage financing through Rural Development, an agency of




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the United States Department of Agriculture (“RD”), and receives financial assistance from
RD because of a restrictive use provision for low income housing set forth in the Partnership
Agreements.




          (iii) Mortgage Loan Balances. The principal balances as of December 31, 2003 of each
of the mortgage loans encumbering the Apartment Projects are set forth on Exhibit A.




          (iv) Liens and Encumbrances. The Partnership Interests are unencumbered
except for the Security Interest (as defined in the Security Agreement) created by this Agreement
and the obligations outlined in the Plan. The only substantive provisions of the Plan that are
applicable to the transactions contemplated herein include (A) the 8% Interest Obligation set
forth in Article 15, paragraph (1)(a)(ii) of the Plan, entitled “PAYMENTS FROM CAPITAL EVENTS,”
and (B) Article 6, paragraph (6)(d) of the Plan, entitled “TREATMENT OF
DEVELOPER CLASS UNDER THE PLAN,” as of the date of this Agreement, the aggregate
amount of the 8% Interest Obligation is as set forth on Exhibit A. Seller has
provided Buyer with a complete copy of the Plan, and the portions of the Plan referenced in this
Section have not been subsequently replaced, supplemented, modified or terminated.




          (v) LP Obligations. The LP Obligations are limited to those that are expressly set
forth in the Limited Partnership Agreements of the Partnerships, as amended.




          (vi) Financial Performance. Seller has delivered to Buyer copies of the documents
listed in Section 11(a). Except as noted thereon, to the best of Seller’s knowledge, all such
financial, statements present fairly in material respects the financial condition and results of
operations of the Partnerships at the dates and for the periods presented, subject, in the case of
statements other than for fiscal years, to normal year-end adjustments. Except as set forth such
financial statements or in the other Exhibits to this Agreement, to the best of Seller’s knowledge,
the Partnerships have no other obligation or liability of any nature (whether accrued, absolute,
contingent, or otherwise) which is material or which, when combined with all other such obligations
or liabilities would be material to the business, operations, prospects, properties or assets, or
condition, financial or otherwise, of the Partnerships.




          (vii) Material Adverse Changes. Since October 31, 2004, to the best of Seller’s
knowledge, there has not been (A) any material adverse change in the financial condition or in the
operations, business, or properties of the Partnerships, or (B) any damage, destruction, or loss,
whether covered by insurance or not, materially and adversely affecting the operations, business,
or properties of the Partnerships.




          (viii) Available Depreciation. The depreciation attributable to such Partnership
Interests shall be substantially equal to the anticipated depreciation set forth on Exhibit
A for the year 2003, although Buyer understands and acknowledges that its sole remedy for the
absence of Such depreciation shall be a reduction, in the Cash Consideration, as act forth in
Section 1(d) of this Agreement.




          (ix) Insurance. To the best of Seller’s knowledge, the Partnerships
have had in effect, and presently have in effect, all insurance appropriate for the activities
carried on by the



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Partnerships, including general liability insurance, and property insurance, which
policies are valid and enforceable in accordance with their terms.




          (x)
Contracts and Commitments. To the best of Seller’s knowledge, all material
contracts and other agreements (written or otherwise) that relate to or affect the operation of
the Partnerships or by which any of the Partnership’s assets are bound, including but not limited
to any loan agreements or low income housing agreements (the ‘Partnership Contracts”), are in full
force and effect, and neither the execution of this Agreement nor the completion of the
transactions contemplated by this Agreement conflicts with, or results in a breach of, any
Partnership Contract except for the required notice to RD of the addition or change of a limited
partner and the required approval of the general partners of such change. Seller will make full
and complete copies of any Partnership Contracts in Seller’s possession available to Buyer upon
request. To the best of Seller’s knowledge, the Partnerships have substantially complied with the
material provisions of the Partnership Contracts except to the extent that the reserve balances
have not been fully funded in accordance with the Partnership Contracts or may be subject to
work-out plans. To the best of Seller’s knowledge, (A) all other parties to the Partnership
Contracts have complied with the provisions of the Partnership Contracts applicable to such other
parties, except as listed on Exhibit E hereto (B) none of such other parties are in
material default under any Partnership Contract, and (C) no event has occurred which, but for the
passage of time or the giving of notice, would constitute a default under a Partnership Contract.




          (xi)
Litigation. Except as set forth in
Exhibit F, to the best of Seller’s
knowledge, there is no litigation, proceeding, or governmental investigation pending or threatened
in eminent domain, for rezoning or otherwise against Seller or the Partnerships. Neither Seller
nor, to the best of Seller’s knowledge, the Partnerships, are subject to or in material default
with respect to any order, writ, injunction, or decree of any court or federal, state, provincial,
municipal, or governmental department, commission, board, bureau, agency, or instrumentality that
relates to or affects the Partnerships.




          (xii)
Tax Matters. To the best of Seller’s knowledge, the Partnerships have filed
all income tax returns, and all other tax returns which were required to be filed by them with
respect to their respective businesses. The Seller has no knowledge as to the requirement for or
the filing of any foreign, franchise, excise, employment, and payroll related, real and personal
property, sales and gross receipts tax returns. To the best of the Seller’s knowledge, no
agreement for the extension of time for the assessment of any deficiencies or adjustment with
respect to any such tax return has been given, and Seller has no knowledge of any unassessed tax
deficiency proposed or threatened against any Partnership. Seller is aware that some of the
Partnerships, as listed on Exhibit E hereto, have either two or three years tax
deficiency for real estate taxes.




          (xiii)
Consents. Except for required notification to RD, no consent or approval of
any governmental authority is required in connection with the execution, delivery, and
performance of this Agreement by Seller. Further, except as described in Section 8 of this
Agreement, no consent or approval of any party to any Partnership Contract or any other third
party is required for the execution, delivery, and performance of this Agreement by Seller. Buyer
understands and acknowledges that Seller’s ability to fully transfer the Partnership Interests is




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subject to the approval of the general partners of the Partnerships, but that
Seller’s ability to alternatively provide to Buyer the economic benefits of such Partnership
Interests is not conditioned upon such approval.




     (b) Representations and Warranties of Buyer. Buyer hereby represents and warrants
to Seller;



          (i) Status. Buyer (A) is a limited liability company, duly formed, validly existing
and in good standing under the laws of the State of California; (B) is in good standing under the
laws of, and is authorized to transact business in, all jurisdictions where it conducts business;
(C) has all requisite power and authority to own and operate its property and to carry on its
business as now being conducted; and (D) has full right, power and authority to execute and
deliver to Seller this Agreement and the other documents to be executed by Buyer hereunder
(“Buyer’s Documents”) and to perform the obligations and carry out the duties imposed upon Buyer
by this Agreement and the other Buyer’s Documents. All Buyer’s Documents have been (or, prior to
their execution and delivery, will have been) duly authorized, approved, executed and delivered by
all necessary parties and constitute (or, upon execution and delivery, will constitute) the legal,
valid and binding obligations of Buyer, enforceable against Buyer in accordance with their
respective terms.




          (ii)
Buyer’s Organizational Documents. A true and complete copy of each of Buyer’s
organizational documents has been furnished to Seller. Buyer’s
organizational documents constitute
the entire agreement among the Buyer’s members and are binding upon and enforceable against such
members in accordance with their respective terms. There are no other agreements, written or oral
between such members relating to Buyer except any agreements to which Seller is also a party. No
party is in default of its obligations under Buyer’s organizational documents and no condition
exists which, with the giving of notice and/or the passage of time, or both, would constitute a
default under Buyer’s organizational documents.




          (iii) Litigation. Except as set forth in Exhibit G, there is no litigation,
proceeding, or governmental investigation pending or threatened against Buyer or its affiliates,
which claim if successful would have a material adverse impact on Buyer’s ability to fulfill its
obligations under the Buyer’s Documents, nor is Buyer subject to or in material default with
respect to any order, writ, injunction, or decree of any court or federal, state, provincial,
municipal, or governmental department, commission, board, bureau, agency, or instrumentality that
relates to its financial ability to perform under the Buyer’s
Documents.




          (iv) Material Adverse Changes. Since September 30, 2004, there has not been (A) any
material adverse change in the financial condition or in the operations, business, or properties
of the Buyer, or (B) any damage, destruction, or loss, whether covered by insurance or not,
materially and adversely affecting the operations, business, or properties of the Buyer.



     (c) Representations and Warranties of Guarantor. Guarantor hereby represents and
warrants to Seller:



          (i) Status. Guarantor (A) is a corporation, duly formed, validly existing and in good
standing under the laws of the State of California; (B) is in good standing under the laws



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of, and is authorized to transact business in, all jurisdictions where it conducts business;
(C) has all requisite power and authority to own and operate its property and to carry on its
business as now being conducted; and (D) has full right, power and authority to execute and deliver
to Seller this Agreement and the Guaranty (“Guarantor’s Documents”) and to perform the obligations
and carry out the duties imposed upon Guarantor by this Agreement and the other Guarantor’s
Documents. All Guarantor’s Documents have been (or, prior to their execution and delivery, will
have been) duly authorized, approved, executed and delivered by all necessary parties and
constitute (or, upon execution and delivery, will constitute) the legal, valid and binding
obligations of Guarantor, enforceable against Guarantor in accordance with their respective terms.




          (ii) Financial Representations. The Balance Sheet of Guarantor as at September 20,
2004, a copy of which is attached hereto as Exhibit_H fairly presents in all material
respects the financial condition of the Guarantor as of the date thereof. The Income Statement of
Guarantor for the period ending as of September 20, 2004, a copy of which is attached hereto as
Exhibit I fairly presents in all material respects the results of operations for the
period then ended. Except as set forth in Exhibit H, the Guarantor has no other obligation
or liability of any nature (whether accrued, absolute, contingent, or otherwise) which is material
or which, when combined with all other such obligations or liabilities would be material to the
business, operations, prospects, properties or assets, or condition, financial or otherwise, of
the Guarantor.




          (iii) Litigation. Except as set forth in Exhibit J, there is no litigation,
proceeding, or governmental investigation pending or threatened against Guarantor or its
affiliates, which claim if successful would have a material adverse impact on the Guarantor’s
ability to fulfill its obligations under the Guaranty, nor is the Guarantor subject to or in
material default with respect to any order, writ, injunction, or decree of any court or federal,
state, provincial, municipal, or governmental department, commission, board, bureau, agency, or
instrumentality that relates to its financial ability to perform under the Guaranty.




          (iv) Material Adverse Changes. Since September 30, 2004, there has not been (A) any
material adverse change in the financial condition or in the operations, business, or properties
of the Guarantor, or (B) any damage, destruction, or loss, whether covered by insurance or not,
materially and adversely affecting the operations, business, or
properties of the Guarantor.




     Section 5. CODE SECTION 754 ELECTIONS.



     To the best of Seller’s knowledge and as confirmed by Seller’s Tax Counsel Opinion (defined
below), the general partners of the Partnerships listed on Exhibit K attached hereto, for
and on behalf of such Partnerships, have each filed a 2000 partnership tax return (Form 1065)
which included a form entitled ELECTION TO ADJUST BASIS OF PROPERTY (“Election”) which was filed
in connection with a proposed transaction which did not take place. While the transaction did not
take place in 2000, to the best of Seller’s knowledge the Elections can be used for the
transaction contemplated by this Agreement. Those Partnerships listed on Exhibit L
attached hereto have previously filed an Election in the year indicated on Exhibit L.



/s/
PJM            


10









 





     Section 6. ALLOCATIONS.



     As additional consideration for payment of the Purchase Price paid by Buyer, Seller shall
allocate to Buyer at the First Closing (i) thirty-three percent (33.0%) of the allocations to
Seller in each 2005 Partnership for all items of income, gain, loss, deductions and credits (“Tax
Items”) for the fourth quarter of calendar year 2004 and (ii) one hundred percent (100%) of the
allocations to Seller in all other Partnerships for all Tax Items, except for income and
non-recourse liabilities, for the fourth quarter of calendar year 2004. In addition, the income and
the allocation of the non-recourse liabilities as of December 31, 2004 of each Partnership will be
allocated in proportion to the percentage ownership of such Partnership as listed on Exhibit A.



     Section 7. ASSIGNMENT AND ASSUMPTION AGREEMENTS.



     For each Partnership Interest sold by Seller and purchased by Buyer, at each closing
hereunder, Seller and Buyer shall individually execute an assignment
and assumption agreement in the form attached hereto as Exhibit M (“Assignment and Assumption Agreement”). If Seller
is unable to obtain the consent of the general partner of any Partnership to the assignment of the
Partnership Interests of such Partnership to Buyer and to the admission of Buyer as a Limited
Partner within sixty (60) days after the First Closing, Seller will deliver to Buyer a legal
opinion reasonably acceptable to Buyer that addresses each Partnership Interest that is assigned
without Buyer’s admission, as a Limited Partner (“Unapproved Assigned Operating Partnership
Interests”) and that states that Buyer, as an assignee of the Partnership Interests from Seller,
will be treated as the beneficial owner of the Unapproved Assigned Operating Partnership Interests
for federal income tax purposes and will be entitled to claim on the Buyer’s federal income tax
return the portion of each item of partnership income, gain, loss, deduction, credit, and all
other partnership items that is at least equal to the stated percentage of the Unapproved
Assigned Operating Partnership Interest transferred to Buyer hereby (the “Seller’s Tax Counsel
Opinion”).



     Section 8. REQUIRED CONSENTS.



     (a) Consents to Transfer. Buyer acknowledges and understands that the
transfer of the First Option Partnership Interests pursuant to the First Option, if exercised
by
Buyer, will require the consents of a majority in interest of the Bayfield Limited Partners
(herein
collectively the “Required Consents”) pursuant to a solicitation in accordance with and
pursuant
to applicable statutes and regulations governing such a solicitation (“Solicitation”). Seller
agrees
to use its commercially reasonable best efforts to obtain all of the Required Consents by
preparing a Solicitation seeking the consents of a majority in interest of the Bayfield
Limited
Partners, as soon as reasonably practical after the receipt by Seller of Buyer’s notice of
exercise
of the First Option.



     (b) Exchange of Partnership Interests. If Seller is unable to obtain the Required
Consents such that the First Option cannot be closed within a reasonable time after the
exercise
of the First Option, then either Buyer or Seller may exercise its option to cause Buyer to
exchange certain Partnership Interests for other Partnership Interests, as described in
Section 2(f)
of this Agreement.


 /s/
PJM            



11









 





     Section 9. INVESTMENT INTENT.



     Buyer recognizes that the Partnership Interests being acquired by Buyer hereunder have
not been registered under the Securities Act of 1933 (the
“Act”) or any other securities law.
Buyer acknowledges that it has been given an opportunity to conduct due diligence and ask
questions with respect to the Partnerships and the Partnership Interests, and that Buyer has
received responses satisfactory to it. Such due diligence shall not in any way diminish or
mitigate the representations and warranties of Seller set forth in this Agreement, except to the
extent that Buyer has actual knowledge of the falsity of a representation or warranty. Buyer is
acquiring the Partnership Interests for its own account, for investment, and not with a view to
the resale or distribution of any part thereof in violation of the Act or any other securities
law. Buyer is an “accredited investor” as such term is
defined in rule 501 of the Act.



     
Section 10. CLOSINGS.



     (a) Closing Location. All closings under this Agreement or the options shall take
place via the exchange of overnight deliveries, with original Partnership certificates, if
applicable, exchanged through the office of Seller’s attorneys, Zuger, Kirmis & Smith, 316 N.
Fifth St., Bismarck, ND 58501.



     (b) Conditions to Closing. The obligations of the parties to effect the First Closing,
and any closing under the Short Option or the First Option, are subject to the satisfaction
(or
waiver) prior to such closing of the following conditions:



          (i) Representations and Warranties. The representations and warranties of Seller,
Buyer and Guarantor contained herein shall have been true and correct in all material respects
when made and shall be true and correct in all material respects as of such closing, as if made as
of such closing (except that representations and warranties that are made as of a specific date
need be true in all material respects only as of such date).




          (ii) Covenants. All covenants and agreements of the parties to be performed on or
prior to such closing shall have been duly performed in all material
respects.




          (iii) Corrective Action. If at any time after the date hereof and prior to the any
closing hereunder, Buyer discovers any facts which materially render incomplete or inaccurate any
of the Seller’s warranties or representations, then (A) Buyer will promptly provide Seller with a
written disclosure thereof, (B) Seller shall have thirty (30) days in which to correct such
deficiencies and (C) such closing shall be postponed for such thirty (30) day period.




     (c) Closing Information and Consents. Buyer will provide the items and
information that are in its control and that are required of the
transferor by Article XIII —
Transfer
Of A Limited Partner’s Interest — of each Partnership Agreement and otherwise use its
commercially reasonable best efforts to assist Seller in obtaining the Required Consents
described in Section 8 of this Agreement, and the consent of the general partners of the
Partnerships in which Buyer is acquiring Partnership Interests.


/s/ PJM 

12









 





     (d) Closing Documents. At each closing hereunder, the following documents
will be delivered:



          (i) Assignment and Assumption Agreement. An Assignment and Assumption Agreement
executed and acknowledged by Seller and Buyer with, respect to each Partnership Interest being
transferred at such closing in the form attached hereto as Exhibit M;




          (ii) Secured Promissory Notes. Secured Promissory Notes made and acknowledged by
Buyer in the amount required hereunder for such closing in the form attached hereto as Exhibit
B;




          (iii) Guaranty. The Guaranty executed and acknowledged by Guarantor in the form
attached hereto as Exhibit C;




          (iv)
Power of Attorney. A power of attorney executed and acknowledged by Buyer with
respect to each Partnership for delivery to each general partner in compliance with Article XIII
of each Partnership Agreement, as amended, in the form attached hereto as Exhibit N or
with such reasonable changes as may be required by any general partner and that are reasonably
acceptable to Buyer;




          (v) Evidence of Beneficial Ownership. All documents that Buyer reasonably requests to
be executed by Seller to support the treatment of Buyer as the beneficial owner of the Partnership
Interests being assigned at such closing;




          (vi) Tax Opinion. Seller’s Tax Counsel Opinion as provided in Section 7 hereof to be
provided by April 15, 2004, with the understanding that if such opinion is not provided-by such
date any required payments from Buyer due on or after such date may be deferred until receipt of
such opinion.




          (vii) Release. A release or another form of acknowledgment executed and acknowledged
by Seller that Seller is not entitled to receive any further funds, whether as the repayment of
loans, advances, or other obligations, from the Partnerships, including pursuant to the Plan,
other than tax preparation fees and distributions to Seller by reason of any Partnership Interests
that it has retained following the then applicable closing and then only to the extent of the
retained interest; and




          (viii) Additional Documents. Such other and further documents and instruments as may
be reasonably requested by either party in order to fully effectuate and complete the transactions
contemplated hereunder.




     (e) Payment of Cash Consideration. At each closing hereunder Buyer shall pay that
portion of the Cash Consideration required to be paid at such closing
by this Agreement. All
payments of Cash Consideration shall be paid in United States Dollars by electronic funds
transfer or cashier’s check payable to the order of Seller.



     (f) Post-Closing
Matters. After each closing hereunder, the parties will take
the following actions:



/s/ PJM 

13









 





          (i) Amended Partnership Agreement. Within sixty (60) days following
each closing hereunder, Seller shall deliver to Buyer three (3) copies of an amendment to each
Partnership Agreement reflecting the assignment and transfer of the Partnership Interests
transferred at such closing substantially in the form attached hereto as Exhibit Q
(“Amended Partnership Agreement”). Within sixty (60) days of receipt of each Amended Partnership
Agreement, Buyer shall execute and return one copy of each executed Amended Partnership Agreement
to Seller.




          (ii)
Books and Records. The parties will mutually cooperate to make all files and
records in Seller’s possession regarding or relating to the Partnerships or the Apartment Projects
available to Buyer promptly after the First Closing, with all copying, including personnel costs
and transportation costs to be paid by Buyer. Buyer agrees that Seller may make and keep copies of
any such files and records and, after the First Closing, Buyer agrees to provide Seller with
reasonable access to all such files and records upon reasonable notice, and to allow Seller, at
its cost, to review and make copies of such files and records, at
Buyer’s offices.




     Section 11. 
DUE DILIGENCE; CONFIDENTIALITY.



     (a) Due Diligence Materials. Seller shall upon the execution of this
Agreement
deliver to Buyer the following documents on each of the Partnerships (which have not
heretofore
been produced):




	 	•	 	Copies of Federal 2002 & 2003 income tax returns;
	 
	 	•	 	Copy of Partnership Agreements, all amendments thereto & prior
assignments of
partnership interests;
	 
	 	•	 	Copy of Form RD 1930-7 (budget/expenses) for 2004; and
	 
	 	•	 	Copy of most recent Form RD 1930-8 (balance sheet).




Seller shall deliver to Buyer any additional documents or other information requested by Buyer
which may be reasonable and appropriate for Buyer to verify the ownership by Seller of each of the
Partnership Interests, and the financial condition and compliance with RD regulations of each of
the Partnerships.




     (b) Confidentiality. Buyer and Guarantor acknowledge that the documents and
information which have already been or will be provided by Seller or its agents to Buyer
during
its investigation and evaluation of the transactions contemplated hereby are not in the public
domain and are considered private and confidential by the Seller. Accordingly, Buyer and
Guarantor hereby agree to keep all documents and information provided by Seller or its agents
(“Confidential Partnership Information”) private and confidential and shall not disclose the
same
to any institution, corporation, organization, governmental agency, individual or group of
individuals, lender or borrower, buyer or seller (collectively a “Third Party”) except on a
“need
to know” basis and without first having any such Third Party agree in writing to be bound by
the
terms of this paragraph to the same extent as if they were a
principal party hereto. If this
transaction does not close Buyer and Guarantor will return, and will cause any Third Parties
to
return, all copies of the Confidential Partnership Information. Seller acknowledges that
Buyer
may disclose information to its potential investors in the process of syndicating the
Partnership



/s/ PJM 

14









 







Interests acquired hereby without execution by any such
investors of an agreement to
keep confidential the Confidential Partnership Information. Except as provided in the immediately
preceding sentence, the Confidential Partnership Information shall be used by Buyer only to assist
Buyer in conducting its due diligence review of the Partnerships, and for no other purpose. Buyer
shall keep all Confidential Partnership Information strictly confidential until the First Closing
or for two (2) years from the date of this Agreement, whichever first occurs. If the First Closing
fails to take place or if this Agreement is terminated all Confidential Partnership Information
and all copies thereof shall be promptly returned to Seller or destroyed, and Buyer shall promptly
provide to Seller an affidavit under oath reasonably acceptable to Seller that such action has
been taken Information shall not be deemed Confidential Partnership Information if (a) rightfully
in the public domain other than by a breach of this Agreement; (b) rightfully received from a
third party without any obligation of confidentiality; (c) rightfully known to Buyer without any
limitation on use or disclosure prior to its receipt from Seller; or (d) independently developed
by employees of Buyer.



     Section 12. GUARANTY. Simultaneously with the execution by the parties of
this Agreement, the Guarantor shall execute and deliver to Seller the Guaranty in the form
attached hereto as Exhibit C.



     Section 13.  COMMISSIONS.



     The parties hereto acknowledge that
1st Trade has brokered this Agreement and the
Options provided herein, and Buyer hereby agrees to be solely responsible for any and all sales
commissions, fees and expenses that may be due and owing 1st Trade in connection with
said brokerage services, which commissions are set forth on Exhibit P attached hereto.
Buyer’s obligation to pay such amounts shall be guaranteed by the Guaranty of Guarantor.



     Section 14. INDEMNIFICATION.



     (a) Seller’s Indemnification. Subject to other subsections of this Section 14 and
Section 1 (d), Seller will indemnify and hold Buyer harmless against any and in respect of any
and all liability, damage, loss, cost, and expenses arising out of or
otherwise in respect of: (i) any
material misrepresentation, breach of warranty, or non-fulfillment of any agreement or
covenant
of Seller contained in this Agreement; (ii) any and all actions, suits, proceedings, audits,
judgments, reasonable costs, and reasonable legal and other expenses incident to any of the
foregoing or to the enforcement of this Section 14; (iii) Seller’s ownership or exercise of
rights
under the Partnership Interests at any time prior to the sale of such Partnership Interests to
Buyer
other than the 8% (Interest Obligation; and (iv) any obligations under Partnership Contracts
that
have not been assumed by Buyer.



     (b) Buyer’s
Indemnification. Subject to other subsections of this Section 14 and
Section 1(d), Buyer will indemnify and hold Seller harmless against any and in respect of any
and all liability, damage, loss, cost, and expenses arising out of or otherwise in respect of:
(i) any
material misrepresentation, breach of warranty, or non-fulfillment of any agreement or
covenant
of Buyer contained in this Agreement; (ii) any and all actions, suits, proceedings, audits,
judgments, reasonable costs, and reasonable legal and other expenses incident to any of the
foregoing or to the enforcement of this Section 14; (iii) the ownership or exercise of rights
under


/s/ PJM 

15









 







the Partnership Interests at any time after the purchase of such Partnership Interests
by Buyer; (iv) the obligations that have been assumed by Buyer under this Agreement; and (v)
Buyer’s syndication of any interests in Buyer or any successor, assign or affiliate.



     (c) Indemnification
Process. Promptly after the receipt by any party of notice of any
claim or the commencement of any action or proceeding, such party will, if a claim with respect
thereto is to be made against any party obligated to provide indemnification (the “Indemnifying
Party”) pursuant to this Section 14, give such Indemnifying Party written notice of such claim or
the commencement of such action or proceeding. Such Indemnifying Party will have the right, at its
option, to compromise or defend, at its own expense and by its counsel, any matter involving the
asserted liability of the party seeking such indemnification. Such notice, and opportunity to
defend, will be a condition precedent to any liability of the Indemnifying Party under the
indemnification agreements contained in this Section 14. If any Indemnifying Party undertakes to
compromise or defend any such asserted liability, it will promptly notify the party seeking
indemnification of its intention to do so, and the party seeking indemnification agrees to
cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defends
against any such asserted liability. In any event, the indemnified party will have the right at its
own expense to participate in the defense of such asserted liability. In no event shall either
party’s liability to the other party under this Agreement, whether fashioned as a direct claim for
damages or a claim for indemnity under this Section 14, exceed (i) in the aggregate, the amount of
the Cash Consideration and (ii) with respect to all claims relating to a particular Partnership,
the amount of Cash Consideration allocated to such Partnership in Exhibit A. The
indemnified party will also, to the extent that the indemnified party owes any obligations to the
indemnifying party, have the right to withhold from the indemnifying party the indemnified party’s
reasonable estimate of the amount of any damages for which the indemnifying party would be liable
under this Section 14 as a result of such claim by a third-party unaffiliated with the indemnified
party. The amount of such withholding shall be deposited with an independent escrow agent
reasonably acceptable to both parties.



     Section 15. MANAGEMENT AGREEMENT



     Megan
Asset Management, Inc. (“MAMI”), Seller’s general partner, and Buyer have agreed to
execute a management agreement whereby MAMI will continue to perform the management, financial,
and tax services with respect to the Partnership Interests that it currently performs, which fees
(1) shall not exceed $50,000 for the calendar year 2005 (for the first year, a pro rata portion
thereof until and unless the First Option is exercised), and (2) for the calendar year 2006 and
thereafter $50,000 annually, increased by 2% annually beginning on January 1, 2006 if First Option
is excercised (or a, pro rata portion thereof if the First Option is not exercised). The specific
terms of such agreement are set forth in Exhibit Q.



     Section 16. MISCELLANEOUS.



     (a) Notices. All notices, requests, demands and other communications
required
or permitted to be given hereunder will be sufficiently given if in writing and delivered in
person, sent by United States certified mail, return receipt requested, postage prepaid, or sent
by overnight mail by a nationally recognized courier service (e.g., Federal Express) to the party
being given such notice at the appropriate address set forth on page 1 hereof, or to such other



/s/ PJM 

16









 







address as any party may give to the others in writing at least tan (10) days prior to the
effective date of said change of address. Notices delivered in person shall be effective upon
receipt; notices delivered by mail shall be effective three (3) business days after being deposited
in the United States mail; notices delivered by overnight mail shall be effective on the business
day following delivery to the courier service.



     (b) Binding
Agreement; Assignment. This Agreement shall be binding upon and
shall inure to the benefit of the parties and their respective heirs, personal
representatives,
successors, and permitted assigns. This Agreement may not be assigned without the prior
written consent of all parties hereto, except that Seller and Buyer may assign this Agreement
without such consent to an affiliate



     (c) Entire Agreement; Amendments. This Agreement, the Security Agreement,
the Secured Promissory Notes and the Guaranty contain the entire understanding and agreement
of the parties with respect to the subject matter hereof. This Agreement has been negotiated
by
the parties, and no party has relied upon any statements made by any person that are not set
forth
herein; accordingly, this Agreement shall not be construed more strictly against any party.
This
Agreement may not be modified, amended, or cancelled except in a writing signed by Seller and
Buyer.



     (d) Headings. The headings of this Agreement are for reference and are not part
of or a guide to the interpretation of this Agreement. Any singular word or term herein shall
be
read as in the plural whenever the sense of this Agreement may require it.



     (e) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute a complete agreement and all of which taken
together shall constitute a single agreement.



     (f) Facsimile Signatures. The execution of this Agreement and the execution
of any other documents contemplated hereby requiring the signatures of the parties hereto may
be made by facsimile signatures, and such facsimile signatures shall have the same legal force
and effect as original signatures.



     (g) JURISDICTION; APPLICABLE LAW. THIS AGREEMENT, THE
RIGHTS OF THE PARTIES HEREUNDER AND THE INTERPRETATION HEREOF
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
CONFLICT OF LAWS PRINCIPLES THEREOF. AT THE OPTION OF SELLER, THIS
AGREEMENT MAY BE ENFORCED IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF CALIFORNIA OR THE STATE COURT
SITTING IN CONTRA COSTA COUNTY, CALIFORNIA; SELLER, BUYER AND
GUARANTOR HEREBY CONSENT TO THE JURISDICTION AND VENUE OF ANY
SUCH COURT AND WAIVE ANY ARGUMENT THAT JURISDICTION IN SUCH
FORUMS IS NOT PROPER OR THAT VENUE IN SUCH FORUMS IS NOT
CONVENIENT. IF AN ACTION IS COMMENCED IN ANOTHER JURISDICTION OR
VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR
INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS AGREEMENT,
SELLER, BUYER OR GUARANTOR AT ITS OPTION SHALL BE ENTITLED TO
HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES



/s/ PJM 

17









 







ABOVE DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO
HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.



     AS A MATERIAL INDUCEMENT FOR SELLER TO EXTEND CREDIT TO BUYER AS CONTEMPLATED HEREIN, SELLER, BUYER AND GUARANTOR KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EACH OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, THE SECURITY AGREEMENT, THE SECURED PROMISSORY NOTES, OR THE GUARANTY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF EITHER PARTY.


[remainder of page intentionally blank — signatures appear on following page]


/s/ PJM 


18









 







IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement as of
the date first above mentioned.




	 	 	 	 	 
	 	 	BAYFIELD LOW INCOME HOUSING
	 	 	LIMITED PARTNERSHIP
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul J. Maddock
	 

	 	 	 	 
	 

	 	 	 	     Paul J. Maddock, President of General Partner,

	 

	 	 	 	     Megan Asset Management, Inc.
	 
	 	 	 	 
	 	 	MPF BAYFIELD ACQUISITION, LLC
	 

	 	By:
	 	MacKenzie Patterson Fuller, Inc., its Manager
	 
	 	 	 	 
	 

	 	By:
	 	/s/ C. E. Patterson
	 

	 	 	 	 
	 

	 	 	 	     C. E. Patterson, President
	 
	 	 	 	 
	 	 	MACKENZIE PATTERSON FULLER, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ C. E. Patterson
	 

	 	 	 	 
	 

	 	 	 	     C. E. Patterson, President

	 
	 	 	 	 
	 	 	MEGAN ASSET MANAGEMENT, INC.
	 	 	(for purposes of Section 15 only)
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul J. Maddock
	 

	 	 	 	 
	 

	 	 	 	     Paul J. Maddock, President






19









 






EXHIBITS

TO CONTRACT TO PURCHASE

LIMITED PARTNERSHIP INTERESTS



Exhibit A - 81 Limited Partnerships



Exhibit A-1 - 2005 Partnerships



Exhibit B - Form of Secured Promissory Note



Exhibit C - Guaranty



Exhibit D - Security Agreement



Exhibit D-1 - Amendment to Buyer’s Operating Agreement



Exhibit E - Third Party Non-Compliance with Partnership Contracts and Real Estate Tax
Deficiencies



Exhibit F - Litigation - Seller



Exhibit G - Litigation - Buyer



Exhibit H - Balance Sheet of Guarantor as at September 30, 2004



Exhibit I - Income Statement of Guarantor for the period ending September 30, 2004



Exhibit J - Litigation - Guarantor



Exhibit K - Operating General Partners that filed a 2000 partnership tax return (Form
1065) which included a form entitled ELECTION TO ADJUST BASIS OF PROPERTY (“Election”)



Exhibit L - Those Partnerships that have previously filed an Election in a year in which a
Partnership Interest was transferred, and the year of such Election



Exhibit M - Assignment and Assumption Agreement



Exhibit N - Power of Attorney



Exhibit O - Amended Partnership Agreement



Exhibit P - Commissions



Exhibit Q - Management Agreement



/s/ PJM 


20









 








Exhibit A to Contract to Purchase

Bayfield Low Income Housing LP with MPF



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	95%-99%	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	MORTGAGE	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	NET	 	95%-99%	 	BALANCE OVER	 	 	 	 	 	95%-99%	 	95%-99%	 	 
	APARTMENT	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	REMAINING	 	ESTIMATED	 	REMAINING DEPR	 	95%-99%	 	ESTIMATED	 	ESTIMATED ANN	 	PURCHASE
	COMPLEX	 	 	 	Bayfield’s Share	 	8% Interest	 	PLACED IN	 	PLACED IN	 	FIRST YEAR OF	 	Depr Yrs Left as	 	DEPR BASE	 	REMAINING	 	BASIS 154	 	ESTIMATED	 	ANNUAL 754	 	TOTAL DEDUCT	 	PRICE 49.5% OR
	NUMBER	 	APARTMENT COMPLEX	 	of Tax Items	 	Due Developers	 	SERVICE DATE	 	SERVICE YEAR	 	TAX CREDITS	 	of 6/30/2004	 	12/31/03	 	DEPR	 	ELECTRON	 	ANNUAL LOSSES	 	DEDUCTION	 	& LOSSES	 	33%
	 	3	 	 	ALBANY
COMMONS, LTD.
	 	 	99.00	%	 	 	(18,336	)	 	 	7/6/1989	 	 	 	1989	 	 	 	1990	 	 	 	L3	 	 	 	403,772	 	 	 	399,734	 	 	 	228,801	 	 	 	(14,068	)	 	 	(8,320	)	 	 	(22,388	)	 	$	6,580	 
	 	6	 	 	BAKER HEIGHTS II LTD,
	 	 	66.00	%	 	 	(22,843	)	 	 	11/1/1988	 	 	 	1988	 	 	 	19S8	 	 	 	11	 	 	 	546,759	 	 	 	360,861	 	 	 	276,138	 	 	 	(27,132	)	 	 	(10,041	)	 	 	(37,173	)	 	$	17,727	 
	 	7	 	 	BAYSHORE NORTH APTS-IV
	 	 	99.00	%	 	 	(6,988	)	 	 	12/29/1988	 	 	 	1988	 	 	 	1989	 	 	 	12	 	 	 	815,243	 	 	 	807,991	 	 	 	492,579	 	 	 	(62,921	)	 	 	(17,912	)	 	 	(80,833	)	 	$	31,547	 
	 	8	 	 	BELFAST HOHSING ASSOC
	 	 	99.00	%	 	 	(24,045	)	 	 	1/2/1989	 	 	 	1989	 	 	 	1989	 	 	 	12	 	 	 	898,362	 	 	 	889,378	 	 	 	205,874	 	 	 	(37,538	)	 	 	(7,486	)	 	 	(45,024	)	 	$	21,471	 
	 	9	 	 	BEREA SUMMIT, LTD.
	 	 	99.00	%	 	 	(4,919	)	 	 	6/1/1989	 	 	 	1989	 	 	 	1990	 	 	 	33	 	 	 	218,713	 	 	 	216,520	 	 	 	166,375	 	 	 	(3,766	)	 	 	(6,050	)	 	 	(9,816	)	 	$	2,885	 
	 	10	 	 	BERKSHIRE APARTMENTS #2
	 	 	95.00	%	 	 	(15,010	)	 	 	5/31/1988	 	 	 	1988	 	 	 	1988	 	 	 	11	 	 	 	348,314	 	 	 	330,898	 	 	 	298,968	 	 	 	(22,056	)	 	 	(10,872	)	 	 	(32,928	)	 	$	15,702	 
	 	11	 	 	BLADES LIMITED PTNRSHP
	 	 	99.00	%	 	 	(31,266	)	 	 	10/1/1988	 	 	 	1988	 	 	 	1989	 	 	 	12	 	 	 	708,924	 	 	 	701,835	 	 	 	503,416	 	 	 	(54,137	)	 	 	(18,306	)	 	 	(72,443	)	 	$	34,546	 
	 	13	 	 	BREKTWOOD
APARTMENTS, LTD.
	 	 	99.00	%	 	 	(15,140	)	 	 	9/1/1988	 	 	 	1988	 	 	 	1938	 	 	 	11	 	 	 	342,181	 	 	 	358,559	 	 	 	292,256	 	 	 	(13,817	)	 	 	(10,627	)	 	 	(24,445	)	 	$	11,657	 
	 	14	 	 	BRIAR HILL
APARTMENTS, LTD.
	 	 	95.00	%	 	 	(6,000	)	 	 	10/15/1987	 	 	 	1987	 	 	 	1988	 	 	 	11	 	 	 	208,464	 	 	 	198,041	 	 	 	141,723	 	 	 	(2,908	)	 	 	(5,154	)	 	 	(8,062	)	 	$	3,844	 
	 	19	 	 	CEDAR CREST APARTMENTS
	 	 	99.00	%	 	 	(7,896	)	 	 	5/1/1990	 	 	 	1990	 	 	 	1990	 	 	 	13	 	 	 	251,628	 	 	 	249,112	 	 	 	128,941	 	 	 	(18,564	)	 	 	(4,689	)	 	 	(23,253	)	 	$	0,834	 
	 	20	 	 	CEDAR GROVE
APTS
	 	 	95.00	%	 	 	(27,712	)	 	 	10/26/1988	 	 	 	1988	 	 	 	1988	 	 	 	11	 	 	 	620,050	 	 	 	589,048	 	 	 	430,427	 	 	 	(31,468	)	 	 	(15,652	)	 	 	(47,120	)	 	$	22,470	 
	 	25	 	 	CLIFFORD
HEIGHTS APTS., LTD.
	 	 	99.00	%	 	 	(9,859	)	 	 	11/14/1988	 	 	 	1988	 	 	 	1989	 	 	 	12	 	 	 	212,657	 	 	 	210,530	 	 	 	158,932	 	 	 	(10,531	)	 	 	(5,779	)	 	 	(16,310	)	 	$	7,778	 
	 	26	 	 	COTTONDALE VILLA APTS
	 	 	99.00	%	 	 	(16,279	)	 	 	1/9/1989	 	 	 	1989	 	 	 	1989	 	 	 	12	 	 	 	411,268	 	 	 	407,155	 	 	 	249,500	 	 	 	(10,611	)	 	 	(9,073	)	 	 	(19,684	)	 	$	9,387	 
	 	29	 	 	CYPRESS VIEW ESTATES
	 	 	95.00	%	 	 	(16,791	)	 	 	3/1/1989	 	 	 	1989	 	 	 	1989	 	 	 	12	 	 	 	419,092	 	 	 	398,137	 	 	 	259,578	 	 	 	(8,898	)	 	 	(9,439	)	 	 	(18,337	)	 	$	8,344	 
	 	30	 	 	DELTA TERRACE
	 	 	99.00	%	 	 	(14,899	)	 	 	7/29/1988	 	 	 	1988	 	 	 	1988	 	 	 	11	 	 	 	445,235	 	 	 	440,783	 	 	 	283,487	 	 	 	(68,541	)	 	 	(10,309	)	 	 	(78,849	)	 	$	37,601	 
	 	31	 	 	DIAMOND COURT L.L.P.
	 	 	99.00	%	 	 	(28,713	)	 	 	8/1/1989	 	 	 	1989	 	 	 	1989	 	 	 	12	 	 	 	679,263	 	 	 	672,470	 	 	 	521,157	 	 	 	(50,097	)	 	 	(18,973	)	 	 	(69,070	)	 	$	32,938	 
	 	34	 	 	EDMONSON PROPERTIES
	 	 	99.00	%	 	 	(13,036	)	 	 	5/1/1989	 	 	 	1989	 	 	 	1989	 	 	 	12	 	 	 	284,474	 	 	 	281,629	 	 	 	167,839	 	 	 	(7,475	)	 	 	(6,103	)	 	 	(13,579	)	 	$	6,475	 
	 	36	 	 	ELMWOOD ESTATES
	 	 	99.00	%	 	 	1,274	 	 	 	3/29/1989	 	 	 	1989	 	 	 	1989	 	 	 	12	 	 	 	567,009	 	 	 	561,319	 	 	 	461,316	 	 	 	(43,248	)	 	 	(16,775	)	 	 	(60,023	)	 	$	28,624	 
	 	37	 	 	FERNWOLD-WILSON
LAKE
	 	 	99.00	%	 	 	[36,365]	 	 	 	1/2/1989	 	 	 	1989	 	 	 	1989	 	 	 	12	 	 	 	1,289,278	 	 	 	1,276,385	 	 	 	303,481	 	 	 	(56,400	)	 	 	(11,036	)	 	 	(67,436	)	 	$	32,159	 
	 	38	 	 	FIELDCREST, LTD.
	 	 	99.00	%	 	 	(11,967	)	 	 	10/7/1988	 	 	 	1988	 	 	 	1988	 	 	 	11	 	 	 	263,251	 	 	 	262,598	 	 	 	163,190	 	 	 	(28,842	)	 	 	(5,934	)	 	 	(34,776	)	 	$	16,584	 
	 	41	 	 	FOLSOM SOUTH VENTURE
	 	 	95.00	%	 	 	(9,040	)	 	 	10/15/1988	 	 	 	1988	 	 	 	1989	 	 	 	12	 	 	 	214,414	 	 	 	203,693	 	 	 	148,153	 	 	 	(12,229	)	 	 	(5,387	)	 	 	(17,617	)	 	$	8,401	 
	 	42	 	 	FOREST PARK APARTMENTS
	 	 	95.00	%	 	 	0	 	 	 	11/1/1987	 	 	 	1987	 	 	 	1988	 	 	 	11	 	 	 	585,525	 	 	 	556,249	 	 	 	481,973	 	 	 	(28,139	)	 	 	(17,526	)	 	 	(45,665	)	 	$	21,777	 
	 	44	 	 	GASLIGHT SQUAREAPTS.,
LTD.
	 	 	99.00	%	 	 	(16,422	)	 	 	1/30/1987	 	 	 	1987	 	 	 	1988	 	 	 	11	 	 	 	413,613	 	 	 	409,482	 	 	 	288,189	 	 	 	(32,080	)	 	 	(10,480	)	 	 	(42,560	)	 	$	20,296	 
	 	45	 	 	GATEWOOD APARTMENTS
LTD
	 	 	99.00	%	 	 	(8,411	)	 	 	9/30/1988	 	 	 	1988	 	 	 	1989	 	 	 	12	 	 	 	626,705	 	 	 	620,438	 	 	 	462,935	 	 	 	(44,542	)	 	 	(16,834	)	 	 	(61,376	)	 	$	29,269	 
	 	46	 	 	GIBSLAND VILLAS LIMITED
	 	 	95.00	%	 	 	(l9,191	)	 	 	6/15/1989	 	 	 	1989	 	 	 	1989	 	 	 	12	 	 	 	457,025	 	 	 	434,174	 	 	 	243,818	 	 	 	(17,802	)	 	 	(8,866	)	 	 	(26,668	)	 	$	12,717	 
	 	48	 	 	GLENMORA APARTMENTS
	 	 	95.00	%	 	 	(10,266	)	 	 	1/10/1988	 	 	 	1988	 	 	 	1989	 	 	 	12	 	 	 	202,706	 	 	 	192,571	 	 	 	200,972	 	 	 	(14,247	)	 	 	(7,308	)	 	 	(21,555	)	 	$	10,279	 
	 	49	 	 	GREENLEAF GARDENS
	 	 	99.00	%	 	 	0	 	 	 	12/23/1987	 	 	 	1987	 	 	 	1988	 	 	 	11	 	 	 	658,550	 	 	 	651,965	 	 	 	583,429	 	 	 	(20,249	)	 	 	(21,216	)	 	 	(41,465	)	 	$	19,774	 
	 	51	 	 	HAGEWOOD APARTMENTS
	 	 	99.00	%	 	 	(8,928	)	 	 	10/1/1987	 	 	 	1987	 	 	 	1987	 	 	 	10	 	 	 	301,006	 	 	 	297,996	 	 	 	239,011	 	 	 	(16,774	)	 	 	(8,692	)	 	 	(25,466	)	 	$	12,144	 
	 	53	 	 	HIDDEN HILL APARTMENTS,
LTD.
	 	 	99.00	%	 	 	(12,099	)	 	 	9/23/1988	 	 	 	1988	 	 	 	1989	 	 	 	12	 	 	 	276,279	 	 	 	273,516	 	 	 	207,592	 	 	 	(18,800	)	 	 	(7,549	)	 	 	(26,349	)	 	$	12,565	 
	 	54	 	 	HILLTOP MANOR APTS
	 	 	95.00	%	 	 	0	 	 	 	12/1/1989	 	 	 	1989	 	 	 	1989	 	 	 	12	 	 	 	758,676	 	 	 	720,742	 	 	 	528,688	 	 	 	(60,914	)	 	 	(19,225	)	 	 	(80,139	)	 	$	38,216	 
	 	55	 	 	HILLWOOD LTD.
	 	 	99.00	%	 	 	(7,407	)	 	 	10/17/1988	 	 	 	1988	 	 	 	1988	 	 	 	11	 	 	 	193,600	 	 	 	191,664	 	 	 	116,492	 	 	 	(21,661	)	 	 	(4,236	)	 	 	(25,897	)	 	$	12,350	 
	 	59	 	 	INDIANWOOD APTS II
	 	 	95.00	%	 	 	(11,911	)	 	 	1/9/1987	 	 	 	1987	 	 	 	1988	 	 	 	11	 	 	 	224,028	 	 	 	212,827	 	 	 	367,842	 	 	 	(17,054	)	 	 	(13,376	)	 	 	(30,430	)	 	$	14,512	 
	 	61	 	 	JONESVILLE APTS FOR SR.
	 	 	99.00	%	 	 	(11,368	)	 	 	9/1/1988	 	 	 	1988	 	 	 	1989	 	 	 	12	 	 	 	303,400	 	 	 	300,366	 	 	 	242,803	 	 	 	(24,260	)	 	 	(8,829	)	 	 	(33,089	)	 	$	15,779	 
	 	64	 	 	LAGRANGE APARTMENTS-II
	 	 	95.00	%	 	 	(3.445	)	 	 	8/1/1989	 	 	 	1989	 	 	 	1989	 	 	 	12	 	 	 	113,573	 	 	 	107,894	 	 	 	71,851	 	 	 	(8,726	)	 	 	(2,613	)	 	 	(11,339	)	 	$	5,407	 
	 	67	 	 	LAKEVIEW ESTATES
	 	 	95.00	%	 	 	(23,450	)	 	 	8/1/1989	 	 	 	1989	 	 	 	1989	 	 	 	12	 	 	 	641,486	 	 	 	609,412	 	 	 	350,921	 	 	 	(58,037	)	 	 	(12,761	)	 	 	(70,798	)	 	$	33,762	 
	 	68	 	 	LAKEWOOD APARTMENTS II
	 	 	95.00	%	 	 	(6,631	)	 	 	9/26/1988	 	 	 	1988	 	 	 	1989	 	 	 	12	 	 	 	474,877	 	 	 	451,133	 	 	 	357,626	 	 	 	(28,751	)	 	 	(13,005	)	 	 	(41,755	)	 	$	19,912	 
	 	69	 	 	LARUE PROPERTIES, LTD.
	 	 	99.00	%	 	 	(17,155	)	 	 	7/29/1989	 	 	 	1989	 	 	 	1989	 	 	 	12	 	 	 	398,337	 	 	 	394,354	 	 	 	94,547	 	 	 	8,405	 	 	 	(3,438	)	 	 	4,967	 	 	$	(2,369	)
	 	70	 	 	LAS ROSAS II, LTD
	 	 	95.00	%	 	 	(19,628	)	 	 	7/27/1988	 	 	 	1988	 	 	 	1988	 	 	 	11	 	 	 	480,481	 	 	 	456,457	 	 	 	397,265	 	 	 	(11,585	)	 	 	(4,446	)	 	 	(26,031	)	 	$	12,414	 
	 	73	 	 	LEWIS APARTMENTS CO
	 	 	95.00	%	 	 	0	 	 	 	1/17/1989	 	 	 	1989	 	 	 	1989	 	 	 	12	 	 	 	418,057	 	 	 	397,154	 	 	 	238,186	 	 	 	(27,345	)	 	 	(8,66l	)	 	 	(36,006	)	 	$	17,170	 
	 	74	 	 	LEWISTOWN APARTMENTS
	 	 	95.00	%	 	 	(5,827	)	 	 	6/1/1989	 	 	 	1989	 	 	 	1989	 	 	 	12	 	 	 	159,712	 	 	 	151,726	 	 	 	114,414	 	 	 	(14,272	)	 	 	(4,161	)	 	 	(18,432	)	 	$	8,390	 
	 	78	 	 	MAGNOLIA PLAZA APTS
	 	 	95.00	%	 	 	(18,411	)	 	 	1/1/1987	 	 	 	1987	 	 	 	1988	 	 	 	11	 	 	 	446,114	 	 	 	423,808	 	 	 	467,512	 	 	 	(65,598	)	 	 	(17,000	)	 	 	(82,598	)	 	$	39,389	 
	 	79	 	 	MANOR APTS-CADDO MILLS
	 	 	95.00	%	 	 	(16,460	)	 	 	9/28/1988	 	 	 	1988	 	 	 	1988	 	 	 	11	 	 	 	306,698	 	 	 	291,363	 	 	 	246,421	 	 	 	(20,184	)	 	 	(8,961	)	 	 	(29,144	)	 	$	13,898	 
	 	81	 	 	MAPLE HILL APARTMENTS
	 	 	99.00	%	 	 	0	 	 	 	3/1/1987	 	 	 	1987	 	 	 	1988	 	 	 	11	 	 	 	596,024	 	 	 	590,064	 	 	 	418,698	 	 	 	(51,225	)	 	 	(15,225	)	 	 	(67,351	)	 	$	32,118	 
	 	82	 	 	MARION HOUSING
	 	 	99.00	%	 	 	(11,370	)	 	 	12/30/1987	 	 	 	1987	 	 	 	1988	 	 	 	11	 	 	 	288,985	 	 	 	286,095	 	 	 	241,180	 	 	 	(38,471	)	 	 	(8,770	)	 	 	(47,242	)	 	$	22,528	 
	 	83	 	 	MEADOWLAND APARTMENTS
	 	 	95.00	%	 	 	(12,235	)	 	 	8/21/1989	 	 	 	1989	 	 	 	1989	 	 	 	12	 	 	 	311,617	 	 	 	296,036	 	 	 	190,843	 	 	 	(27,783	)	 	 	(6,940	)	 	 	(34,722	)	 	$	16,558	 
	 	86	 	 	MOSSWOOD APARTMENTS
	 	 	95.00	%	 	 	(14,951	)	 	 	2/10/1988	 	 	 	1988	 	 	 	1988	 	 	 	11	 	 	 	390,767	 	 	 	371,229	 	 	 	327,447	 	 	 	(2,297	)	 	 	(11,907	)	 	 	(14,204	)	 	$	6,774	 
	 	87	 	 	MOUNTAIN VIEW APTS II,
LTD.
	 	 	95.00	%	 	 	(16,993	)	 	 	12/30/1988	 	 	 	1988	 	 	 	1989	 	 	 	12	 	 	 	417,746	 	 	 	396,859	 	 	 	285,431	 	 	 	(28,433	)	 	 	(10,379	)	 	 	(38,812	)	 	$	18,508	 
	 	88	 	 	MUNFORDVILLE
	 	 	95.00	%	 	 	(7,210	)	 	 	1/1/1988	 	 	 	1988	 	 	 	1988	 	 	 	11	 	 	 	185,954	 	 	 	176,656	 	 	 	141,724	 	 	 	(13,270	)	 	 	(5,154	)	 	 	(18,423	)	 	$	8,786	 
	 	89	 	 	NEW CANEY OAKS
	 	 	99.00	%	 	 	(21,943	)	 	 	4/14/1987	 	 	 	1987	 	 	 	1988	 	 	 	11	 	 	 	617,375	 	 	 	611,201	 	 	 	559,692	 	 	 	(30,000	)	 	 	(20,352	)	 	 	(50,352	)	 	$	24,012	 
	 	90	 	 	NORTH DEER CREEK, LTD.
	 	 	99.00	%	 	 	(15,071	)	 	 	9/1/1988	 	 	 	1988	 	 	 	1989	 	 	 	12	 	 	 	412,756	 	 	 	408,628	 	 	 	273,393	 	 	 	(28,520	)	 	 	(9,942	)	 	 	(38,462	)	 	$	18,341	 
	 	91	 	 	OAK VALLEY
PLACE II
	 	 	95.00	%	 	 	(9,058	)	 	 	1/14/1988	 	 	 	1988	 	 	 	1988	 	 	 	11	 	 	 	275,773	 	 	 	261,984	 	 	 	235,485	 	 	 	(8,865	)	 	 	(8,563	)	 	 	(17,428	)	 	$	8,311	 
	 	94	 	 	OLD OAK ESTATES
	 	 	95.00	%	 	 	(28,152	)	 	 	9/29/1988	 	 	 	1988	 	 	 	1988	 	 	 	11	 	 	 	647,105	 	 	 	614,750	 	 	 	563,595	 	 	 	(64,881	)	 	 	(20.494	)	 	 	(85,376	)	 	$	40,713	 


















 






Exhibit A to Contract to Purchase

Bayfield Low Income Housing LP with MPF




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	99%-99%	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	MORTGAGE	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	NET	 	95%-99%	 	BALANCE OVER	 	 	 	 	 	95%-99%	 	95%-99%	 	 
	APARTMENT	 	 	 	Bayfield’s	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	REMAINING	 	ESTIMATED	 	REMAINING DEPR	 	95%-99%	 	ESTIMATED	 	ESTIMATED ANN	 	PURCHASE	 
	COMPLEX	 	 	 	Share of	 	8% Interest	 	PLACED IN	 	PLACED IN	 	FIRST YEAR OF	 	Depr Yrs Left as	 	DEPR BASE	 	REMAINING	 	BASIS 154	 	ESTIMATED	 	ANNUAL 756	 	TOTAL DEDUCT	 	PRICE 49.5% OR	 
	NUMBER	 	APARTMENT COMPLEX	 	Tax Items	 	Due Developers	 	SERVICE DATE	 	SERVICE YEAR	 	TAX CREDITS	 	of 6/30/2004	 	12/31/03	 	DEPR	 	ELECTION	 	ANNUAL LOSSES	 	DEDUCTION	 	& LOSSES	 	33%	 
	 	95	 	 	ONION CREEK
	 	 	99.00	%	 	 	(19,018	)	 	 	9/1/1988	 	 	 	1988	 	 	 	1988	 	 	 	11	 	 	 	450,697	 	 	 	446,190	 	 	 	352,016	 	 	 	(30,449	)	 	 	(12,801	)	 	 	(43,250	)	 	$	20,625	 
	 	96	 	 	ORCHARD COMMONS, LTD.
	 	 	95.00	%	 	 	(13,740	)	 	 	5/26/1989	 	 	 	1989	 	 	 	1990	 	 	 	13	 	 	 	278,301	 	 	 	264,386	 	 	 	91,335	 	 	 	335	 	 	 	(3,321	)	 	 	(2,986	)	 	 	5878	 
	 	97	 	 	P.D.C. EEGHTEEN L.P
	 	 	95.00	%	 	 	(24,238	)	 	 	1/2/1990	 	 	 	1990	 	 	 	1990	 	 	 	13	 	 	 	574,259	 	 	 	545,546	 	 	 	439,042	 	 	 	(58,817	)	 	 	(15,965	)	 	 	(74,782	)	 	$	21,979	 
	 	98	 	 	P.D.C. TWENTY TWO L.P.
	 	 	99.00	%	 	 	(17,515	)	 	 	10/1/1989	 	 	 	1989	 	 	 	1990	 	 	 	13	 	 	 	522,641	 	 	 	517,415	 	 	 	306,853	 	 	 	(44,140	)	 	 	(11,158	)	 	 	(55,298	)	 	$	16,253	 
	 	101	 	 	PARKWOOD ASSOCIATED
	 	 	95.00	%	 	 	(15,084	)	 	 	4/1/1989	 	 	 	1989	 	 	 	1989	 	 	 	12	 	 	 	449,353	 	 	 	426,885	 	 	 	200,687	 	 	 	(26,627	)	 	 	(7,298	)	 	 	(33,924	)	 	$	16,178	 
	 	102	 	 	PECAN VILLA APARTMENTS
	 	 	99.00	%	 	 	(17,985	)	 	 	6/3/1988	 	 	 	1988	 	 	 	1988	 	 	 	11	 	 	 	560,334	 	 	 	554,731	 	 	 	481,518	 	 	 	(29,179	)	 	 	(17,510	)	 	 	(46,689	)	 	$	22,265	 
	 	105	 	 	POCOMOKE VILLAS LTD.
	 	 	95.00	%	 	 	(38,914	)	 	 	1/1/1988	 	 	 	1988	 	 	 	1989	 	 	 	12	 	 	 	777,952	 	 	 	739,054	 	 	 	648,016	 	 	 	(36,803	)	 	 	(23,565	)	 	 	(100,367	)	 	$	47,863	 
	 	107	 	 	REGENCY APTS OF RENO
	 	 	95.00	%	 	 	0	 	 	 	12/21/1988	 	 	 	1988	 	 	 	1989	 	 	 	12	 	 	 	328,499	 	 	 	312,074	 	 	 	226,729	 	 	 	(10,717	)	 	 	(8,245	)	 	 	(18,962	)	 	$	9,042	 
	 	108	 	 	REGENCY PLAZA
	 	 	99.00	%	 	 	(12,979	)	 	 	4/1/1988	 	 	 	1988	 	 	 	1988	 	 	 	11	 	 	 	411,446	 	 	 	407,332	 	 	 	226,924	 	 	 	(21,618	)	 	 	(8,252	)	 	 	(29,869	)	 	$	14,244	 
	 	109	 	 	RESERVOIR HILL L.P.V
	 	 	95.00	%	 	 	(49,713	)	 	 	2/13/1990	 	 	 	1990	 	 	 	1990	 	 	 	13	 	 	 	600,483	 	 	 	570,459	 	 	 	(141,571	)	 	 	(9,444	)	 	 	5,148	 	 	 	(4,296	)	 	$	2,049	 
	 	111	 	 	RIDGE VIEW APARTMENTS
	 	 	95.00	%	 	 	(32,738	)	 	 	2/29/1988	 	 	 	1988	 	 	 	1988	 	 	 	11	 	 	 	679,379	 	 	 	645,410	 	 	 	644,136	 	 	 	(34,704	)	 	 	(13,423	)	 	 	(58,127	)	 	$	27,719	 
	 	112	 	 	RIDGECREST APARTMENTS
	 	 	95.00	%	 	 	(16,054	)	 	 	2/5/1988	 	 	 	1988	 	 	 	1988	 	 	 	11	 	 	 	357,686	 	 	 	339,802	 	 	 	296,351	 	 	 	(45,674	)	 	 	(10,776	)	 	 	(56,450	)	 	$	26,920	 
	 	115	 	 	ROLLING MEADOW H.L.P.
	 	 	99.00	%	 	 	(21,947	)	 	 	1/1/1989	 	 	 	1989	 	 	 	1989	 	 	 	12	 	 	 	555,700	 	 	 	550,143	 	 	 	417,028	 	 	 	(36,013	)	 	 	(15,165	)	 	 	(51,178	)	 	$	24,405	 
	 	116	 	 	RUSSELL SEPTEMBER HSING
	 	 	95.00	%	 	 	(6,291	)	 	 	12/30/1987	 	 	 	1987	 	 	 	1988	 	 	 	11	 	 	 	170,462	 	 	 	161,919	 	 	 	140,679	 	 	 	(10,969	)	 	 	(5,116	)	 	 	(16,084	)	 	$	7,670	 
	 	117	 	 	SACRAMENTO, LTD.
	 	 	95.00	%	 	 	(17,028	)	 	 	12/8/1988	 	 	 	1988	 	 	 	1989	 	 	 	12	 	 	 	429,627	 	 	 	408,146	 	 	 	333,647	 	 	 	(8,620	)	 	 	(12,133	)	 	 	(20,753	)	 	$	9,897	 
	 	119	 	 	SOMEREST
WEST. HILLS II
	 	 	95.00	%	 	 	(11,960	)	 	 	3/18/1989	 	 	 	1989	 	 	 	1989	 	 	 	12	 	 	 	285,222	 	 	 	270,961	 	 	 	201,296	 	 	 	(22,041	)	 	 	(7,320	)	 	 	(29,361	)	 	$	14,001	 
	 	120	 	 	SOUTHEASTERN ASSOCIATES
	 	 	99.00	%	 	 	(20,615	)	 	 	6/1/1988	 	 	 	1988	 	 	 	1989	 	 	 	12	 	 	 	753,335	 	 	 	745,802	 	 	 	568,691	 	 	 	(29,842	)	 	 	(20,680	)	 	 	(50,521	)	 	$	24,092	 
	 	123	 	 	ST. ROSE ASSOCIATES
	 	 	99.00	%	 	 	(16,815	)	 	 	10/1/1988	 	 	 	1988	 	 	 	1989	 	 	 	12	 	 	 	420,925	 	 	 	416,716	 	 	 	313,821	 	 	 	(14,359	)	 	 	(11,412	)	 	 	(25,771	)	 	$	12,289	 
	 	124	 	 	STREAMSIDE ASSOCIATES
	 	 	99.00	%	 	 	0	 	 	 	8/6/1989	 	 	 	1989	 	 	 	1989	 	 	 	12	 	 	 	608,380	 	 	 	602,296	 	 	 	275,604	 	 	 	(25,359	)	 	 	(10,022	)	 	 	(35,381	)	 	$	16,872	 
	 	127	 	 	SUN RISE APTS. NORTH
	 	 	95.00	%	 	 	(36,638	)	 	 	12/8/1989	 	 	 	1989	 	 	 	1989	 	 	 	12	 	 	 	852,268	 	 	 	809,655	 	 	 	581,999	 	 	 	(55,618	)	 	 	(21,164	)	 	 	(76,781	)	 	$	36,615	 
	 	128	 	 	SUNRISE APARTMENTS
	 	 	99.00	%	 	 	(6,298	)	 	 	12/20/1988	 	 	 	1988	 	 	 	1989	 	 	 	12	 	 	 	207,509	 	 	 	205,434	 	 	 	163,977	 	 	 	(12,867	)	 	 	(5,963	)	 	 	(18,830	)	 	$	8,979	 
	 	129	 	 	TAFT GARDENS
	 	 	95.00	%	 	 	(10,191	)	 	 	3/1/1987	 	 	 	1987	 	 	 	1988	 	 	 	11	 	 	 	301,895	 	 	 	286,800	 	 	 	297,182	 	 	 	(14,675	)	 	 	(10,807	)	 	 	(25,481	)	 	$	12,151	 
	 	130	 	 	TAFT TERRACE
	 	 	95.00	%	 	 	(19,249	)	 	 	3/1/1987	 	 	 	1987	 	 	 	1988	 	 	 	11	 	 	 	396,910	 	 	 	377,065	 	 	 	401,580	 	 	 	(22,801	)	 	 	(14,603	)	 	 	(37,404	)	 	$	17,137	 
	 	134	 	 	WAYLAND APARTMENTS
	 	 	99.00	%	 	 	(3,564	)	 	 	8/26/1988	 	 	 	1988	 	 	 	1988	 	 	 	11	 	 	 	105,599	 	 	 	104,543	 	 	 	81,235	 	 	 	(12,326	)	 	 	(2,954	)	 	 	(15,281	)	 	$	7,287	 
	 	135	 	 	WEST MEADOW II APTS
	 	 	95.00	%	 	 	(4,480	)	 	 	10/17/1988	 	 	 	1988	 	 	 	1989	 	 	 	12	 	 	 	450,308	 	 	 	427,793	 	 	 	364,836	 	 	 	(39,874	)	 	 	(13,267	)	 	 	(53,141	)	 	$	25,342	 
	 	136	 	 	WEXFORD ASSOCIATES L.P.
	 	 	95.00	%	 	 	0	 	 	 	5/1/1989	 	 	 	1989	 	 	 	1989	 	 	 	12	 	 	 	453,459	 	 	 	430,786	 	 	 	326,877	 	 	 	(30,887	)	 	 	(11,886	)	 	 	(42,774	)	 	$	20,398	 
	 	137	 	 	WILLOW HAVEN
	 	 	99.00	%	 	 	(24,580	)	 	 	1/2/1988	 	 	 	1988	 	 	 	1988	 	 	 	11	 	 	 	685,036	 	 	 	678,186	 	 	 	671,055	 	 	 	(59,422	)	 	 	(24,402	)	 	 	(83,824	)	 	$	39,973	 
	 	138	 	 	WOLCOTT ASSOCIATES
	 	 	95.00	%	 	 	(35,081	)	 	 	12/1/1988	 	 	 	1988	 	 	 	1988	 	 	 	11	 	 	 	850,206	 	 	 	807,696	 	 	 	510,859	 	 	 	(47,347	)	 	 	(18,577	)	 	 	(65,924	)	 	$	31,437	 
	 	139	 	 	WOODCREST APARTMENTS, LTD
	 	 	99.00	%	 	 	(17,439	)	 	 	1/2/1987	 	 	 	1987	 	 	 	1988	 	 	 	11	 	 	 	534,802	 	 	 	529,454	 	 	 	419,168	 	 	 	(25,667	)	 	 	(15,242	)	 	 	(40,909	)	 	$	19,509	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	(1,202,527	)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	36,807,579	 	 	 	35,557,292	 	 	 	25,264,304	 	 	 	(2,279,031	)	 	 	(918,702	)	 	 	(3,197,733	)	 	$	1,524,918	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	81	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	754 Deduction 50% Purchase Price	 	$	1,524,918	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	754 Deduction 16.5% Purchase Price	 	$	34,494	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	754 Deduction 50% Purchase Price	 	$	1,740,588	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Sale Price	 	$	3,300,000	 






 









 






	 	 	 
	Exhibit A to Contract to Purchase

	 	BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP
	Bayfield
Low Income Housing LP with MPF acquisition LLC

	 	OPERATING PARTNERSHIP PROJECTS






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	12/31/2003	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	APARTMENT	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	PROJECTS	 	ORIGINAL	 	 	 	 	 	 	 	 	 	GP CAPITAL	 	LP CAPITAL	 	 	 	 	 	 	 	 	 	2003	 	RESERVE
	COMPLEX	 	 	 	NUMBER OF	 	OCCUPIED	 	OCCUPANCY %	 	MORTGAGE	 	DEPRECIABLE	 	2003 ACCUM	 	 	 	 	 	ACCOUNT	 	ACCOUNT	 	2003 GROSS	 	2003 ANNUAL	 	DEPRECIATION	 	BALANCE
	NUMBER	 	APARTMENT COMPLEX	 	APT UNITS	 	UNITS	 	AT 2003	 	BALANCE 12/31/03	 	BASIS	 	DEPRECIATION	 	LAND	 	12/31/2003	 	12/31/2003	 	RENT	 	LOSS	 	EXPENSE	 	12/31/2003
	 	3	 	 	ALBANY COMMONS, LTD.
	 	 	24	 	 	 	24	 	 	 	100.00	%	 	 	634,884	 	 	 	829,727	 	 	 	425,955	 	 	 	36,000	 	 	 	11,850	 	 	 	(82,824	)	 	 	132,733	 	 	 	(14,210	)	 	 	28,620	 	 	 	93,904	 
	 	6	 	 	BAKER HEIGHTS II LTD.
	 	 	32	 	 	 	—	 	 	 	—	 	 	 	965,150	 	 	 	1,263,991	 	 	 	717,232	 	 	 	35,000	 	 	 	(114,195	)	 	 	(205,546	)	 	 	169,237	 	 	 	(41,109	)	 	 	47,004	 	 	 	53,590	 
	 	7	 	 	BAYSHORE NORTH APTS-IV
	 	 	36	 	 	 	36	 	 	 	100.00	%	 	 	1,312,798	 	 	 	1,804,104	 	 	 	988,861	 	 	 	33,180	 	 	 	17,504	 	 	 	(414,363	)	 	 	276,599	 	 	 	(63,557	)	 	 	68,080	 	 	 	30,891	 
	 	8	 	 	BELFAST HOUSING ASSOC
	 	 	24	 	 	 	24	 	 	 	100.00	%	 	 	1,106,316	 	 	 	1,486,832	 	 	 	588,470	 	 	 	70,000	 	 	 	55,856	 	 	 	(185,983	)	 	 	143,647	 	 	 	(37,917	)	 	 	52,971	 	 	 	24,333	 
	 	9	 	 	BEREA SUMMIT, LTD.
	 	 	15	 	 	 	15	 	 	 	100.00	%	 	 	386,769	 	 	 	453,925	 	 	 	235,212	 	 	 	18,000	 	 	 	1,400	 	 	 	(132,049	)	 	 	96,358	 	 	 	(3,804	)	 	 	16,202	 	 	 	6,919	 
	 	10	 	 	BERKSHIRE APARTMENTS #2
	 	 	22	 	 	 	22	 	 	 	100.00	%	 	 	663,017	 	 	 	855,663	 	 	 	507,349	 	 	 	5,760	 	 	 	12,585	 	 	 	(311,817	)	 	 	129,044	 	 	 	(23,217	)	 	 	29,318	 	 	 	18,615	 
	 	11	 	 	BLADES LIMITED PTNRSHP
	 	 	33	 	 	 	33	 	 	 	100.00	%	 	 	1,217,425	 	 	 	1,651,216	 	 	 	942,292	 	 	 	50,000	 	 	 	56,548	 	 	 	(408,001	)	 	 	139,803	 	 	 	(54,684	)	 	 	65,322	 	 	 	68,185	 
	 	13	 	 	BRENTWOOD APARTMENTS, LTD.
	 	 	21	 	 	 	19	 	 	 	90.48	%	 	 	657,389	 	 	 	734,411	 	 	 	372,230	 	 	 	60,000	 	 	 	20,850	 	 	 	(186,800	)	 	 	129,395	 	 	 	(13,957	)	 	 	25,931	 	 	 	55,926	 
	 	14	 	 	BRLAR HILL APARTMENTS, LTD.
	 	 	16	 	 	 	14	 	 	 	87.50	%	 	 	357,646	 	 	 	425,024	 	 	 	216,560	 	 	 	23,000	 	 	 	31,640	 	 	 	(129,310	)	 	 	87,256	 	 	 	(3,061	)	 	 	15,527	 	 	 	17,670	 
	 	19	 	 	CEDAR CREST APARTMENTS
	 	 	16	 	 	 	14	 	 	 	87.50	%	 	 	381,871	 	 	 	507,155	 	 	 	255,527	 	 	 	16,000	 	 	 	2,602	 	 	 	(210,478	)	 	 	44,284	 	 	 	(18,752	)	 	 	22,723	 	 	 	581	 
	 	20	 	 	CEDAR GROVE APTS
	 	 	36	 	 	 	36	 	 	 	100.00	%	 	 	1,073,131	 	 	 	1,427,289	 	 	 	807,239	 	 	 	50,000	 	 	 	5,371	 	 	 	(364,248	)	 	 	214,965	 	 	 	(33,124	)	 	 	51,870	 	 	 	41,125	 
	 	25	 	 	CLIPFORD
HEIGHTS APTS, LTD.
	 	 	12	 	 	 	11	 	 	 	91.67	%	 	 	373,194	 	 	 	432,200	 	 	 	219,543	 	 	 	25,000	 	 	 	18,560	 	 	 	(143,657	)	 	 	80,232	 	 	 	(10,637	)	 	 	15,222	 	 	 	6,753	 
	 	26	 	 	COTTONDALE
VILLA APTS
	 	 	24	 	 	 	21	 	 	 	87.50	%	 	 	663,288	 	 	 	886,611	 	 	 	475,343	 	 	 	43,691	 	 	 	7,953	 	 	 	(185,283	)	 	 	159,839	 	 	 	(10,718	)	 	 	30,447	 	 	 	26,024	 
	 	29	 	 	CYPRESS VIEW ESTATES
	 	 	24	 	 	 	23	 	 	 	95.83	%	 	 	692,332	 	 	 	913,669	 	 	 	494,577	 	 	 	34,000	 	 	 	(10,610	)	 	 	(161,334	)	 	 	144,303	 	 	 	(9,366	)	 	 	32,650	 	 	 	50,691	 
	 	30	 	 	DELTA TERRACE
	 	 	24	 	 	 	21	 	 	 	87.50	%	 	 	731,586	 	 	 	1,005,710	 	 	 	560,475	 	 	 	30,000	 	 	 	1,365	 	 	 	(228,027	)	 	 	146,053	 	 	 	(69,233	)	 	 	55,041	 	 	 	25,650	 
	 	31	 	 	DIAMOND
COURT II L.P.
	 	 	32	 	 	 	31	 	 	 	96.88	%	 	 	1,206,290	 	 	 	1,526,253	 	 	 	846,990	 	 	 	94,035	 	 	 	26,189	 	 	 	(318,827	)	 	 	141,845	 	 	 	(50,603	)	 	 	59,649	 	 	 	104,679	 
	 	34	 	 	EDMONSON PROPERTIES
	 	 	16	 	 	 	16	 	 	 	100.00	%	 	 	454,008	 	 	 	572,175	 	 	 	287,701	 	 	 	11,072	 	 	 	6,309	 	 	 	(95,074	)	 	 	86,496	 	 	 	(7,551	)	 	 	20,304	 	 	 	51,726	 
	 	36	 	 	ELMWOOD ESTATES
	 	 	32	 	 	 	28	 	 	 	87.50	%	 	 	1,032,985	 	 	 	1,290,001	 	 	 	722,992	 	 	 	30,000	 	 	 	27,461	 	 	 	(538,520	)	 	 	200,465	 	 	 	(43,685	)	 	 	44,996	 	 	 	4,189	 
	 	37	 	 	FERNWOLD-WILSON LAKE
	 	 	34	 	 	 	34	 	 	 	100.00	%	 	 	1,595,824	 	 	 	2,142,221	 	 	 	852,943	 	 	 	73,851	 	 	 	63,336	 	 	 	(250,806	)	 	 	183,649	 	 	 	(56,970	)	 	 	81,543	 	 	 	65,715	 
	 	38	 	 	FIELDCREST, LTD.
	 	 	16	 	 	 	12	 	 	 	75.00	%	 	 	430,089	 	 	 	603,650	 	 	 	338,399	 	 	 	16,500	 	 	 	(4,947	)	 	 	(227,031	)	 	 	67,619	 	 	 	(29,133	)	 	 	21,199	 	 	 	22,856	 
	 	41	 	 	FOLSOM SOUTH VENTURE
	 	 	12	 	 	 	10	 	 	 	83.33	%	 	 	370,365	 	 	 	479,417	 	 	 	265,003	 	 	 	24,020	 	 	 	5,043	 	 	 	(135,758	)	 	 	90,081	 	 	 	(12,873	)	 	 	17,436	 	 	 	2,921	 
	 	42	 	 	FOREST PARK APARTMENTS
	 	 	32	 	 	 	29	 	 	 	90.63	%	 	 	1,092,865	 	 	 	1,279,711	 	 	 	694,186	 	 	 	48,500	 	 	 	66,409	 	 	 	(485,895	)	 	 	220,027	 	 	 	29,620	 	 	 	54,073	 	 	 	28,133	 
	 	44	 	 	GASLIGHT SQUAREAPTS,LTD.
	 	 	24	 	 	 	23	 	 	 	95.83	%	 	 	704,718	 	 	 	823,237	 	 	 	409,619	 	 	 	26,800	 	 	 	14,698	 	 	 	(257,112	)	 	 	142,847	 	 	 	(32,404	)	 	 	29,467	 	 	 	40,167	 
	 	45	 	 	GATEWOOD APARTMENTS LTD.
	 	 	37	 	 	 	37	 	 	 	100.00	%	 	 	1,094,316	 	 	 	1,350,702	 	 	 	723,997	 	 	 	69,706	 	 	 	5,399	 	 	 	(393,877	)	 	 	238,428	 	 	 	(44,992	)	 	 	43,733	 	 	 	27,577	 
	 	46	 	 	GIBSLAND VILLAS LIMITED
	 	 	24	 	 	 	23	 	 	 	95.83	%	 	 	713,675	 	 	 	1,001,191	 	 	 	544,166	 	 	 	45,000	 	 	 	37,989	 	 	 	(206,933	)	 	 	99,228	 	 	 	(18,739	)	 	 	37,990	 	 	 	40,410	 
	 	48	 	 	GLENMORA APARTMENTS
	 	 	13	 	 	 	10	 	 	 	76.92	%	 	 	414,255	 	 	 	522,984	 	 	 	320,278	 	 	 	15,000	 	 	 	17,965	 	 	 	(206,094	)	 	 	57,852	 	 	 	(14,997	)	 	 	17,564	 	 	 	10,128	 
	 	49	 	 	GREENLEAF GARDENS
	 	 	47	 	 	 	46	 	 	 	97.87	%	 	 	1,247,872	 	 	 	1,652,270	 	 	 	993,720	 	 	 	60,000	 	 	 	21,423	 	 	 	(351,603	)	 	 	287,207	 	 	 	(20,454	)	 	 	57,987	 	 	 	157,644	 
	 	51	 	 	HAGEWOOD APARTMENTS
	 	 	16	 	 	 	14	 	 	 	87.50	%	 	 	542,451	 	 	 	710,398	 	 	 	409,392	 	 	 	25,000	 	 	 	(11,147	)	 	 	(206,338	)	 	 	99,270	 	 	 	(16,943	)	 	 	26,487	 	 	 	3,750	 
	 	53	 	 	HIDDEN HILL APARTMENTS, LTD.
	 	 	16	 	 	 	16	 	 	 	100.00	%	 	 	485,968	 	 	 	560,024	 	 	 	283,745	 	 	 	33,926	 	 	 	9,092	 	 	 	(146,475	)	 	 	87,975	 	 	 	(18,990	)	 	 	19,970	 	 	 	35,317	 
	 	54	 	 	HLLTOP MANOR APTS
	 	 	45	 	 	 	38	 	 	 	84.44	%	 	 	1,315,190	 	 	 	1,607,904	 	 	 	849,228	 	 	 	70,000	 	 	 	10,563	 	 	 	(537,965	)	 	 	264,626	 	 	 	(64,120	)	 	 	57,638	 	 	 	660	 
	 	55	 	 	HILLWOOD LTD.
	 	 	12	 	 	 	8	 	 	 	66.67	%	 	 	311,269	 	 	 	449,235	 	 	 	255,635	 	 	 	10,000	 	 	 	(7,373	)	 	 	(202,769	)	 	 	48,805	 	 	 	(21,880	)	 	 	15,750	 	 	 	17,969	 
	 	59	 	 	INDIANWOOD APTS II
	 	 	24	 	 	 	20	 	 	 	83.33	%	 	 	611,230	 	 	 	681,395	 	 	 	457,367	 	 	 	21,000	 	 	 	(2,061	)	 	 	(339,921	)	 	 	144,467	 	 	 	(17,952	)	 	 	26,264	 	 	 	25,638	 
	 	61	 	 	JONESVILLE APTS FOR SR.
	 	 	18	 	 	 	18	 	 	 	100.00	%	 	 	548,656	 	 	 	676,378	 	 	 	372,978	 	 	 	63,449	 	 	 	(2,473	)	 	 	(103,177	)	 	 	105,548	 	 	 	(24,505	)	 	 	24,091	 	 	 	74,333	 
	 	64	 	 	LAGRANGE APARTMENTS-II
	 	 	8	 	 	 	7	 	 	 	87.50	%	 	 	189,206	 	 	 	241,675	 	 	 	128,102	 	 	 	8,000	 	 	 	(282	)	 	 	(57,844	)	 	 	21,710	 	 	 	(9,185	)	 	 	10,221	 	 	 	 	 
	 	67	 	 	LAKEVIEW ESTATES
	 	 	33	 	 	 	30	 	 	 	90.91	%	 	 	1,010,876	 	 	 	1,343,809	 	 	 	702,323	 	 	 	12,000	 	 	 	11,529	 	 	 	(346,490	)	 	 	222,015	 	 	 	(61,092	)	 	 	49,436	 	 	 	70,266	 
	 	68	 	 	LAKEWOOD APARTMENTS II
	 	 	32	 	 	 	32	 	 	 	100.00	%	 	 	851,325	 	 	 	1,035,739	 	 	 	560,862	 	 	 	43,480	 	 	 	15,551	 	 	 	(291,588	)	 	 	199,699	 	 	 	(30,264	)	 	 	32,153	 	 	 	66,191	 
	 	69	 	 	LARUE PROPERTIES, LTD.
	 	 	24	 	 	 	24	 	 	 	100.00	%	 	 	493,839	 	 	 	801,771	 	 	 	401,434	 	 	 	30,805	 	 	 	(7,394	)	 	 	59,088	 	 	 	122,507	 	 	 	8,490	 	 	 	28,368	 	 	 	102,646	 
	 	70	 	 	LAS ROSAS II, LTD.
	 	 	28	 	 	 	28	 	 	 	100.00	%	 	 	898,655	 	 	 	1,142,235	 	 	 	661,754	 	 	 	35,200	 	 	 	(7,107	)	 	 	(279,179	)	 	 	192,873	 	 	 	(12,195	)	 	 	40,417	 	 	 	71,912	 
	 	73	 	 	LEWIS APARTMENTS CO
	 	 	18	 	 	 	17	 	 	 	94.44	%	 	 	668,779	 	 	 	903,184	 	 	 	485,127	 	 	 	20,266	 	 	 	28,121	 	 	 	(202,021	)	 	 	75,841	 	 	 	(28,784	)	 	 	33,413	 	 	 	33,378	 
	 	74	 	 	LEWISTOWN APARTMENTS
	 	 	12	 	 	 	12	 	 	 	100.00	%	 	 	280,148	 	 	 	337,135	 	 	 	177,423	 	 	 	12,000	 	 	 	(4,308	)	 	 	(132,140	)	 	 	28,553	 	 	 	(15,023	)	 	 	12,999	 	 	 	 	 
	 	78	 	 	MAGNOLIA PLAZA APTS
	 	 	36	 	 	 	32	 	 	 	88.89	%	 	 	938,232	 	 	 	1,214,070	 	 	 	767,956	 	 	 	55,200	 	 	 	(8,194	)	 	 	(477,610	)	 	 	193,902	 	 	 	(69,050	)	 	 	43,436	 	 	 	11,336	 
	 	79	 	 	MANOR APTS-CADDO MILLS
	 	 	24	 	 	 	22	 	 	 	91.67	%	 	 	566,089	 	 	 	688,748	 	 	 	382,050	 	 	 	29,619	 	 	 	(17,018	)	 	 	(223,476	)	 	 	89,724	 	 	 	(21,246	)	 	 	25,925	 	 	 	 	 
	 	81	 	 	MAPLE HILL APARTMENTS
	 	 	32	 	 	 	26	 	 	 	81.25	%	 	 	1,018,951	 	 	 	1,397,287	 	 	 	801,263	 	 	 	37,000	 	 	 	28,059	 	 	 	(459,062	)	 	 	178,762	 	 	 	(52,652	)	 	 	51,294	 	 	 	1,735	 
	 	82	 	 	MARION HOUSING
	 	 	20	 	 	 	14	 	 	 	70.00	%	 	 	532,601	 	 	 	715,815	 	 	 	426,830	 	 	 	26,583	 	 	 	(9,039	)	 	 	(219,926	)	 	 	82,642	 	 	 	(38,860	)	 	 	27,980	 	 	 	12,777	 
	 	83	 	 	MEADOWLAND APARTMENTS
	 	 	16	 	 	 	14	 	 	 	87.50	%	 	 	512,504	 	 	 	674,285	 	 	 	362,668	 	 	 	32,000	 	 	 	36,293	 	 	 	(202,187	)	 	 	87,127	 	 	 	(29,245	)	 	 	23,867	 	 	 	5,112	 
	 	86	 	 	MOSSWOOD APARTMENTS
	 	 	24	 	 	 	23	 	 	 	95.83	%	 	 	735,448	 	 	 	958,710	 	 	 	567,943	 	 	 	24,000	 	 	 	(24,307	)	 	 	(158,102	)	 	 	170,902	 	 	 	(2,418	)	 	 	34,635	 	 	 	86,590	 
	 	87	 	 	MUNTAIN VIEW
APTS’ II, LTD.
	 	 	24	 	 	 	23	 	 	 	95.83	%	 	 	718,200	 	 	 	854,107	 	 	 	436,361	 	 	 	39,000	 	 	 	18,369	 	 	 	(202,252	)	 	 	144,831	 	 	 	(29,929	)	 	 	32,395	 	 	 	60,093	 
	 	88	 	 	MUNFORDVILLE
	 	 	10	 	 	 	8	 	 	 	80.00	%	 	 	335,137	 	 	 	381,298	 	 	 	195,344	 	 	 	16,117	 	 	 	1,518	 	 	 	(140,098	)	 	 	56,782	 	 	 	(13,968	)	 	 	13,243	 	 	 	6,736	 
	 	89	 	 	NEW CANEY OAKS
	 	 	57	 	 	 	53	 	 	 	92.98	%	 	 	1,182,720	 	 	 	1,634,968	 	 	 	1,017,593	 	 	 	70,000	 	 	 	(14,073	)	 	 	(364,006	)	 	 	783,238	 	 	 	(30,303	)	 	 	63,711	 	 	 	95,781	 
	 	90	 	 	NORTH DEER CREEK, LTD.
	 	 	24	 	 	 	23	 	 	 	95.83	%	 	 	688,911	 	 	 	927,522	 	 	 	514,766	 	 	 	27,000	 	 	 	15,672	 	 	 	(214,838	)	 	 	141,320	 	 	 	(28,808	)	 	 	36,000	 	 	 	 	 
	 	91	 	 	OAK VALLEY PLACE II
	 	 	18	 	 	 	18	 	 	 	100.00	%	 	 	523,652	 	 	 	631,556	 	 	 	355,783	 	 	 	17,513	 	 	 	1,165	 	 	 	(162,710	)	 	 	134,320	 	 	 	(9,332	)	 	 	22,418	 	 	 	56,215	 
	 	94	 	 	OLD OAK ESTATES
	 	 	37	 	 	 	29	 	 	 	78.38	%	 	 	1,240,363	 	 	 	1,500,095	 	 	 	852,990	 	 	 	61,500	 	 	 	5,779	 	 	 	(579,871	)	 	 	193,333	 	 	 	(68,296	)	 	 	52,525	 	 	 	3,975	 







 









 






	 	 	 
	Exhibit A to Contract to Purchase

	 	BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP
	Bayfield
Low Income Housing LP with MPF acquisition LLC

	 	OPERATING PARTNERSHIP PROJECTS






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	12/31/2003	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	APARTMENT	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	PROJECTS	 	ORIGINAL	 	 	 	 	 	 	 	 	 	GP CAPITAL	 	LP CAPITAL	 	 	 	 	 	 	 	 	 	2003	 	RESERVE
	COMPLEX	 	 	 	NUMBER OF	 	OCCUPIED	 	OCCUPANCY %	 	MORTGAGE	 	DEPRECIABLE	 	2003 ACCUM.	 	 	 	 	 	ACCOUNT	 	ACCOUNT	 	2003 GROSS	 	2003 ANNUAL	 	DEPRECIATION	 	BALANCE
	NUMBER	 	APARTMENT COMPLEX	 	APT UNITS	 	UNITS	 	AT 2003	 	BALANCE 12/31/03	 	BASIS	 	DEPRECIATION	 	LAND	 	12/31/2003	 	12/31/2003	 	RENT	 	LOSS	 	EXPENSE	 	12/31/2003
	 	95	 	 	ONION CREEK
	 	 	32	 	 	 	32	 	 	 	100.00	%	 	 	806,269	 	 	 	1,023,539	 	 	 	572,842	 	 	 	64,000	 	 	 	20,054	 	 	 	(251,182	)	 	 	167,625	 	 	 	(30,757	)	 	 	43,412	 	 	 	 	 
	 	96	 	 	ORCHARD COMMONS, LTD.
	 	 	16	 	 	 	16	 	 	 	100.00	%	 	 	374,443	 	 	 	572,003	 	 	 	293,702	 	 	 	6,911	 	 	 	10,272	 	 	 	(34,908	)	 	 	97,105	 	 	 	353	 	 	 	20,380	 	 	 	51,864	 
	 	97	 	 	P.D.C. EIGHTEEN L.P.
	 	 	32	 	 	 	30	 	 	 	93.75	%	 	 	1,036,408	 	 	 	1,228,795	 	 	 	654,536	 	 	 	94,600	 	 	 	7,185	 	 	 	(313,915	)	 	 	104,551	 	 	 	(61,913	)	 	 	43,321	 	 	 	61,823	 
	 	98	 	 	P.D.C. TWENTY TWO L.P.
	 	 	20	 	 	 	19	 	 	 	95.00	%	 	 	832,594	 	 	 	1,034,832	 	 	 	512,191	 	 	 	17,000	 	 	 	8,292	 	 	 	(237,593	)	 	 	92,213	 	 	 	(44,586	)	 	 	35,707	 	 	 	64,139	 
	 	101	 	 	PARKWOOD ASSOCIATES
	 	 	24	 	 	 	24	 	 	 	100.00	%	 	 	660,602	 	 	 	930,239	 	 	 	480,886	 	 	 	12,259	 	 	 	12,484	 	 	 	(187,026	)	 	 	157,183	 	 	 	(28,028	)	 	 	33,305	 	 	 	16,209	 
	 	102	 	 	PECAN VILLA APARTMENTS
	 	 	32	 	 	 	30	 	 	 	93.75	%	 	 	1,046,716	 	 	 	1,352,536	 	 	 	792,202	 	 	 	21,000	 	 	 	22,275	 	 	 	(497,990	)	 	 	208,733	 	 	 	(29,474	)	 	 	47,703	 	 	 	1,764	 
	 	105	 	 	POCOMOKE VILLAS LTD.
	 	 	37	 	 	 	34	 	 	 	91.89	%	 	 	1,460,085	 	 	 	1,957,509	 	 	 	1,179,557	 	 	 	50,035	 	 	 	24,246	 	 	 	(484,705	)	 	 	147,067	 	 	 	(80,845	)	 	 	79,752	 	 	 	150,848	 
	 	107	 	 	REGENCY APTS OF RENO
	 	 	24	 	 	 	24	 	 	 	100.00	%	 	 	567,161	 	 	 	713,004	 	 	 	384,505	 	 	 	40,683	 	 	 	6,529	 	 	 	(180,193	)	 	 	99,515	 	 	 	(11,281	)	 	 	26,490	 	 	 	 	 
	 	108	 	 	REGENCY PLAZA
	 	 	24	 	 	 	22	 	 	 	91.67	%	 	 	640,662	 	 	 	901,543	 	 	 	490,097	 	 	 	10,850	 	 	 	(3,158	)	 	 	(162,027	)	 	 	151,827	 	 	 	(21,836	)	 	 	31,950	 	 	 	29,978	 
	 	109	 	 	RESERVOIR HILL L.P.V
	 	 	18	 	 	 	18	 	 	 	100.00	%	 	 	451,461	 	 	 	1,227,685	 	 	 	627,202	 	 	 	3,000	 	 	 	(4,113	)	 	 	50,581	 	 	 	147,915	 	 	 	(9,941	)	 	 	44,375	 	 	 	 	 
	 	111	 	 	RIDGE VIEW APARTMENTS
	 	 	44	 	 	 	14	 	 	 	100.00	%	 	 	1,357,417	 	 	 	1,601,683	 	 	 	922,304	 	 	 	210,564	 	 	 	23,991	 	 	 	(605,445	)	 	 	300,344	 	 	 	(36,530	)	 	 	47,807	 	 	 	22,068	 
	 	112	 	 	RIDGECREST APARTMENTS
	 	 	24	 	 	 	17	 	 	 	70.83	%	 	 	669,634	 	 	 	901,818	 	 	 	544,132	 	 	 	22,420	 	 	 	23,620	 	 	 	(395,068	)	 	 	69,190	 	 	 	(48,078	)	 	 	34,534	 	 	 	252	 
	 	115	 	 	ROLLING MEADOW II L.P.
	 	 	26	 	 	 	24	 	 	 	92.31	%	 	 	976,940	 	 	 	1,289,648	 	 	 	733,948	 	 	 	55,916	 	 	 	40,579	 	 	 	(272,887	)	 	 	121,227	 	 	 	(36,377	)	 	 	52,126	 	 	 	91,473	 
	 	116	 	 	RUSSEL SEPTEMBER HSING
	 	 	12	 	 	 	10	 	 	 	83.33	%	 	 	318,545	 	 	 	408,305	 	 	 	237,843	 	 	 	20,000	 	 	 	26,915	 	 	 	(137,749	)	 	 	67,218	 	 	 	(11,546	)	 	 	15,643	 	 	 	29,415	 
	 	117	 	 	SACRAMENTO, LTD.
	 	 	20	 	 	 	20	 	 	 	100.00	%	 	 	780,834	 	 	 	976,195	 	 	 	546,568	 	 	 	120,000	 	 	 	32,716	 	 	 	(159,535	)	 	 	144,233	 	 	 	(9,074	)	 	 	38,848	 	 	 	77,473	 
	 	119	 	 	SOMERSET WEST. HILLS II
	 	 	16	 	 	 	13	 	 	 	81.25	%	 	 	497,113	 	 	 	639,866	 	 	 	354,644	 	 	 	22,220	 	 	 	3,615	 	 	 	(150,301	)	 	 	82,337	 	 	 	(23,201	)	 	 	24,383	 	 	 	44,153	 
	 	120	 	 	SOUTHEASTERN ASSOCIATES
	 	 	42	 	 	 	41	 	 	 	97.62	%	 	 	1,327,770	 	 	 	1,717,411	 	 	 	964,076	 	 	 	162,000	 	 	 	65,157	 	 	 	(402,515	)	 	 	291,945	 	 	 	(30,143	)	 	 	62,122	 	 	 	13,728	 
	 	123	 	 	ST. ROSE ASSOCIATES
	 	 	24	 	 	 	24	 	 	 	100.00	%	 	 	737,916	 	 	 	941,898	 	 	 	520,973	 	 	 	57,750	 	 	 	40,653	 	 	 	(227,594	)	 	 	176,722	 	 	 	(14,504	)	 	 	34,257	 	 	 	42,826	 
	 	124	 	 	STREAMSIDE ASSOCIATES
	 	 	24	 	 	 	22	 	 	 	91.67	%	 	 	886,768	 	 	 	1,274,409	 	 	 	666,029	 	 	 	16,415	 	 	 	(12,584	)	 	 	(262,822	)	 	 	201,311	 	 	 	(25,615	)	 	 	51,831	 	 	 	 	 
	 	127	 	 	SUN RISE APTS. NORTH
	 	 	48	 	 	 	24	 	 	 	91.67	%	 	 	1,464,899	 	 	 	1,866,083	 	 	 	1,013,815	 	 	 	80,000	 	 	 	62,523	 	 	 	(515,463	)	 	 	166,717	 	 	 	(58,545	)	 	 	65,876	 	 	 	91,350	 
	 	128	 	 	SUNRISE APARTMENTS
	 	 	12	 	 	 	12	 	 	 	100.00	%	 	 	373,142	 	 	 	453,975	 	 	 	246,466	 	 	 	77,000	 	 	 	73,969	 	 	 	(217,470	)	 	 	43,547	 	 	 	(12,997	)	 	 	16,507	 	 	 	 	 
	 	129	 	 	TAFT GARDENS
	 	 	24	 	 	 	23	 	 	 	95.83	%	 	 	614,718	 	 	 	798,892	 	 	 	496,997	 	 	 	38,500	 	 	 	(17,867	)	 	 	(214,341	)	 	 	138,920	 	 	 	(15,447	)	 	 	31,539	 	 	 	 	 
	 	130	 	 	TAFT TERRACE
	 	 	32	 	 	 	30	 	 	 	93.75	%	 	 	819,626	 	 	 	1,052,731	 	 	 	655,821	 	 	 	42,000	 	 	 	(7,793	)	 	 	(346,314	)	 	 	167,535	 	 	 	(24,001	)	 	 	40,257	 	 	 	 	 
	 	134	 	 	WAYLAND APARTMENTS
	 	 	8	 	 	 	6	 	 	 	75.00	%	 	 	187,655	 	 	 	241,758	 	 	 	136,159	 	 	 	8,000	 	 	 	(4,843	)	 	 	(75,708	)	 	 	23,513	 	 	 	(12,451	)	 	 	10,223	 	 	 	 	 
	 	135	 	 	WEST MEADOW II APTS
	 	 	32	 	 	 	26	 	 	 	81.25	%	 	 	834,346	 	 	 	993,490	 	 	 	543,182	 	 	 	67,528	 	 	 	21,576	 	 	 	(282,930	)	 	 	172,115	 	 	 	(41,973	)	 	 	32,560	 	 	 	49,570	 
	 	136	 	 	WEXFORD ASSOCIATES L.P.
	 	 	16	 	 	 	16	 	 	 	100.00	%	 	 	797,540	 	 	 	1,024,286	 	 	 	570,827	 	 	 	15,353	 	 	 	(13,081	)	 	 	(228,393	)	 	 	134,740	 	 	 	(32,513	)	 	 	38,320	 	 	 	 	 
	 	137	 	 	WILLOW HAVEN
	 	 	44	 	 	 	43	 	 	 	97.73	%	 	 	1,362,869	 	 	 	1,706,508	 	 	 	1,021,472	 	 	 	27,600	 	 	 	11,240	 	 	 	(637,830	)	 	 	280,050	 	 	 	(60,022	)	 	 	68,603	 	 	 	19,874	 
	 	138	 	 	WOLCOTT ASSOCIATES
	 	 	40	 	 	 	38	 	 	 	95.00	%	 	 	1,387,952	 	 	 	1,945,608	 	 	 	1,095,402	 	 	 	36,154	 	 	 	37,386	 	 	 	(446,349	)	 	 	299,018	 	 	 	(49,839	)	 	 	76,684	 	 	 	 	 
	 	139	 	 	WOODCREST
APARTMENTS, LTD.
	 	 	32	 	 	 	32	 	 	 	100.00	%	 	 	958,204	 	 	 	1,065,795	 	 	 	530,993	 	 	 	44,606	 	 	 	22,293	 	 	 	(477,364	)	 	 	187,933	 	 	 	(25,926	)	 	 	38,088	 	 	 	10,180	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	2,065	 	 	 	1,895	 	 	 	91.77	%	 	 	63,004,747	 	 	 	81,832,726	 	 	 	45,025,147	 	 	 	3,309,737	 	 	 	1,002,415	 	 	 	(21,363,243	)	 	 	11,722,664	 	 	 	(2,363,007	)	 	 	3,034,168	 	 	 	2,789,199	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Estimated Annual Interest Income	 	 	 	 	30,000	 	 	 	 	 	 	 	 	 






 








 






     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Exhibit A to Contract to Purchase	 	Year	 	Year	 	Year	 	Year	 	Year	 	Year	 	Year	 	Year	 	Year	 	Year	 	Year	 	Year	 	Year	 	Year
	 	 	 	 	Bayfield Low Income Housing LP with MPF	 	8	 	9	 	10	 	11	 	12	 	13	 	14	 	15	 	16	 	17	 	18	 	19	 	20	 	21
	APARTMENT	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COMPLEX	 	 	 	2011 ESTIMATED	 	2012 ESTIMATED	 	2013 ESTIMATED	 	2014 ESTIMATED	 	2015 ESTIMATED	 	2016 ESTIMATED	 	2017 ESTIMATED	 	2018 ESTIMATED	 	2019 ESTIMATED	 	2020 ESTIMATED	 	2021 ESTIMATED	 	2022 ESTIMATED	 	2023 ESTIMATED	 	2024 ESTIMATED
	NUMBER	 	APARTMENT COMPLEX	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754
	 	3	 	 	ALBANY COMMONS, LTD.
	 	 	(22,388	)	 	 	(22,388	)	 	 	(22,388	)	 	 	(22,388	)	 	 	(22,388	)	 	 	(22,388	)	 	 	8,361	 	 	 	8,361	 	 	 	8,361	 	 	 	8,361	 	 	 	8,361	 	 	 	8,361	 	 	 	8,361	 	 	 	8,361	 
	 	6	 	 	BAKER HEIGHTS II LTD.
	 	 	(37,173	)	 	 	(37,173	)	 	 	(37,173	)	 	 	(37,173	)	 	 	12,532	 	 	 	12,532	 	 	 	12,532	 	 	 	12,532	 	 	 	12,532	 	 	 	12,532	 	 	 	12,532	 	 	 	12,532	 	 	 	12,532	 	 	 	12,532	 
	 	7	 	 	BAYSHORE NORTH APTS-IV
	 	 	(80,833	)	 	 	(80,833	)	 	 	(80,833	)	 	 	(80,833	)	 	 	(80,833	)	 	 	(12,896	)	 	 	(12,896	)	 	 	(12,896	)	 	 	(12,896	)	 	 	(12,896	)	 	 	(12,896	)	 	 	(12,896	)	 	 	(12,896	)	 	 	(12,896	)
	 	8	 	 	BELFAST HOUSING ASSOC
	 	 	(45,024	)	 	 	(45,024	)	 	 	(45,024	)	 	 	(45,024	)	 	 	(45,024	)	 	 	29,839	 	 	 	29,839	 	 	 	29,839	 	 	 	29,839	 	 	 	29,839	 	 	 	29,839	 	 	 	29,839	 	 	 	29,839	 	 	 	29,839	 
	 	9	 	 	BEREA SUMMIT, LTD.
	 	 	(9,816	)	 	 	(9,816	)	 	 	(9,816	)	 	 	(9,816	)	 	 	(9,816	)	 	 	(9,816	)	 	 	6,840	 	 	 	6,840	 	 	 	6,840	 	 	 	6,840	 	 	 	6,840	 	 	 	6,840	 	 	 	6,840	 	 	 	6,840	 
	 	10	 	 	BERKSHIRE APARTMENTS #2
	 	 	(32,928	)	 	 	(32,928	)	 	 	(32,928	)	 	 	(32,928	)	 	 	(1,263	)	 	 	(1,263	)	 	 	(1,263	)	 	 	(1,263	)	 	 	(1,263	)	 	 	(1,263	)	 	 	(1,263	)	 	 	(1,263	)	 	 	(1,263	)	 	 	(1,263	)
	 	11	 	 	BLADES LIMITED PTNRSHP
	 	 	(72,443	)	 	 	(72,443	)	 	 	(72,443	)	 	 	(72,443	)	 	 	(72,443	)	 	 	(13,366	)	 	 	(13,366	)	 	 	(13,366	)	 	 	(13,366	)	 	 	(13,366	)	 	 	(13,366	)	 	 	(13,366	)	 	 	(13,366	)	 	 	(13,366	)
	 	13	 	 	BRENTWOOD APARTMENTS, LTD.
	 	 	(24,445	)	 	 	(24,445	)	 	 	(24,445	)	 	 	(24,445	)	 	 	8,481	 	 	 	8,481	 	 	 	8,481	 	 	 	8,481	 	 	 	8,481	 	 	 	8,481	 	 	 	8,481	 	 	 	8,481	 	 	 	8,481	 	 	 	8,481	 
	 	14	 	 	BRLAR HILL APARTMENTS, LTD.
	 	 	(8,062	)	 	 	(8,062	)	 	 	(8,062	)	 	 	(8,062	)	 	 	10,890	 	 	 	10,890		 	 	10,890	 	 	 	10,890	 	 	 	10,890	 	 	 	10,890	 	 	 	10,890	 	 	 	10,890	 	 	 	10,890	 	 	 	10,890	 
	 	19	 	 	CEDAR CREST APARTMENTS
	 	 	(23,253	)	 	 	(23,253	)	 	 	(23,253	)	 	 	(23,253	)	 	 	(23,253	)	 	 	(23,253	)	 	 	(4,091	)	 	 	(4,091	)	 	 	(4,091	)	 	 	(4,091	)	 	 	(4,091	)	 	 	(4,091	)	 	 	(4,091	)	 	 	(4,091	)
	 	20	 	 	CEDAR GROVE APTS
	 	 	(47,120	)	 	 	(47,120	)	 	 	(47,120	)	 	 	(47,120	)	 	 	(47,120	)	 	 	(47,120	)	 	 	6,430	 	 	 	6,430	 	 	 	6,430	 	 	 	6,430	 	 	 	6,430	 	 	 	6,430	 	 	 	6,430	 	 	 	6,430	 
	 	25	 	 	CLIFFORD HEIGHTS APTS. LTD.
	 	 	(16,310	)	 	 	(16,310	)	 	 	(16,310	)	 	 	(16,310	)	 	 	(16,310	)	 	 	1,411	 	 	 	1,411	 	 	 	1,411	 	 	 	1,411	 	 	 	1,411	 	 	 	1,411	 	 	 	1,411	 	 	 	1,411	 	 	 	1,411	 
	 	26	 	 	COTTONDALE VILLA APTS
	 	 	(19,684	)	 	 	(19,684	)	 	 	(19,684	)	 	 	(19,684	)	 	 	(19,684	)	 	 	14,589	 	 	 	14,589	 	 	 	14,589	 	 	 	14,589	 	 	 	14,589	 	 	 	14,589	 	 	 	14,589	 	 	 	14,589	 	 	 	14,589	 
	 	29	 	 	CYPRESS VIEW ESTATES
	 	 	(18,337	)	 	 	(18,337	)	 	 	(18,337	)	 	 	(18,337	)	 	 	(18,337	)	 	 	16,587	 	 	 	16,587	 	 	 	16,587	 	 	 	16,587	 	 	 	16,587	 	 	 	16,587	 	 	 	16,587	 	 	 	16,587	 	 	 	16,587	 
	 	30	 	 	DELTA TERRACE
	 	 	(78,849	)	 	 	(78,849	)	 	 	(78,849	)	 	 	(78,849	)	 	 	(38,373	)	 	 	(38,373	)	 	 	(38,373	)	 	 	(38,373	)	 	 	(38,373	)	 	 	(38,373	)	 	 	(38,373	)	 	 	(38,373	)	 	 	(38,373	)	 	 	(38,373	)
	 	31	 	 	DIAMOND COURT II LP.
	 	 	(69,070	)	 	 	(69,070	)	 	 	(69,070	)	 	 	(69,070	)	 	 	(69,070	)	 	 	(12,465	)	 	 	(12,465	)	 	 	(12,465	)	 	 	(12,465	)	 	 	(12,465	)	 	 	(12,465	)	 	 	(12,465	)	 	 	(12,465	)	 	 	(12,465	)
	 	34	 	 	EDMONSON PROPERTIES
	 	 	(13,579	)	 	 	(13,579	)	 	 	(13,579	)	 	 	(13,579	)	 	 	(13,579	)	 	 	10,127	 	 	 	10,127	 	 	 	10,127	 	 	 	10,127	 	 	 	10,127	 	 	 	10,127	 	 	 	10,127	 	 	 	10,127	 	 	 	10,127	 
	 	36	 	 	ELMWOOD ESTATES
	 	 	(60,023	)	 	 	(60,023	)	 	 	(60,023	)	 	 	(60,023	)	 	 	(60,023	)	 	 	(12,773	)	 	 	(12,773	)	 	 	(12,773	)	 	 	(12,773	)	 	 	(12,773	)	 	 	(12,773	)	 	 	(12,773	)	 	 	(12,773	)	 	 	(12,773	)
	 	37	 	 	FERNWOLD-WILSON LAKE
	 	 	(67,436	)	 	 	(67,436	)	 	 	(67,436	)	 	 	(67,436	)	 	 	(67,436	)	 	 	40,004	 	 	 	40,004	 	 	 	40,004	 	 	 	40,004	 	 	 	40,004	 	 	 	40,004	 	 	 	40,004	 	 	 	40,004	 	 	 	40,004	 
	 	38	 	 	FIELDCREST, LTD.
	 	 	(34,776	)	 	 	(34,776	)	 	 	(34,776	)	 	 	(34,776	)	 	 	(10,662	)	 	 	(10,662	)	 	 	(10,662	)	 	 	(10,662	)	 	 	(10,662	)	 	 	(10,662	)	 	 	(10,662	)	 	 	(10,662	)	 	 	(10,662	)	 	 	(10,662	)
	 	41	 	 	FOLSOM SOUTH VENTURE
	 	 	(17,617	)	 	 	(17,617	)	 	 	(17,617	)	 	 	(17,617	)	 	 	(17,617	)	 	 	251	 	 	 	(29,846	)	 	 	(29,846	)	 	 	(29,846	)	 	 	(29,846	)	 	 	(29,846	)	 	 	(29,846	)	 	 	(29,846	)	 	 	(29,846	)
	 	42	 	 	FOREST PARK APARTMENTS
	 	 	(45,665	)	 	 	(45,665	)	 	 	(45,665	)	 	 	(45,665	)	 	 	7,564	 	 	 	7,564	 	 	 	7,564	 	 	 	7,564	 	 	 	7,564	 	 	 	7,564	 	 	 	7,564	 	 	 	7,564	 	 	 	7,564	 	 	 	7,564	 
	 	44	 	 	GASLIGHT SQUAREAPTS,LTD.
	 	 	(42,560	)	 	 	(42,560	)	 	 	(42,560	)	 	 	(42,560	)	 	 	(4,958	)	 	 	(4,958	)	 	 	(4,958	)	 	 	(4,958	)	 	 	(4,958	)	 	 	(4,958	)	 	 	(4,958	)	 	 	(4,958	)	 	 	(4,958	)	 	 	(4,958	)
	 	45	 	 	GATEWOOD APARTMENTS LTD
	 	 	(61,376	)	 	 	(61,376	)	 	 	(61,376	)	 	 	(61,376	)	 	 	(61,376	)	 	 	(9,151	)	 	 	(9,151	)	 	 	(9,151	)	 	 	(9,151	)	 	 	(9,151	)	 	 	(9,151	)	 	 	(9,151	)	 	 	(9,151	)	 	 	(9,151	)
	 	46	 	 	GIBSLAND VILLAS LIMITED
	 	 	(26,668	)	 	 	(26,668	)	 	 	(26,668	)	 	 	(26,668	)	 	 	(26,668	)	 	 	11,417	 	 	 	11,417	 	 	 	11,417	 	 	 	11,417	 	 	 	11,417	 	 	 	11,417	 	 	 	11,417	 	 	 	11,417	 	 	 	11,417	 
	 	48	 	 	GLENMORA APARTMENTS
	 	 	(21,555	)	 	 	(21,555	)	 	 	(21,555	)	 	 	(21,555	)	 	 	(21,555	)	 	 	(4,663	)	 	 	(4,663	)	 	 	(4,663	)	 	 	(4,663	)	 	 	(4,663	)	 	 	(4,663	)	 	 	(4,663	)	 	 	(4,663	)	 	 	(4,663	)
	 	49	 	 	GREENLEAF GARDENS
	 	 	(41,465	)	 	 	(41,465	)	 	 	(41,465	)	 	 	(41,465	)	 	 	18,403	 	 	 	18,403	 	 	 	18,403	 	 	 	18,403	 	 	 	18,403	 	 	 	18,403	 	 	 	18,403	 	 	 	18,403	 	 	 	18,403	 	 	 	18,403	 
	 	51	 	 	HAGEWOOD APARTMENTS
	 	 	(25,466	)	 	 	(25,466	)	 	 	(25,466	)	 	 	(4,635	)	 	 	4,635	 	 	 	4,635	 	 	 	4,635	 	 	 	4,635	 	 	 	4,635	 	 	 	4,635	 	 	 	4,635	 	 	 	4,635	 	 	 	4,635	 	 	 	4,635	 
	 	53	 	 	HIDDEN HILL APARTMENTS, LTD.
	 	 	(26,349	)	 	 	(26,349	)	 	 	(26,349	)	 	 	(26,349	)	 	 	(26,349	)	 	 	(3,326	)	 	 	(3,326	)	 	 	(3,326	)	 	 	(3,326	)	 	 	(3,326	)	 	 	(3,326	)	 	 	(3,326	)	 	 	(3,326	)	 	 	(3,326	)
	 	54	 	 	HLLTOP MANOR APTS
	 	 	(80,139	)	 	 	(80,139	)	 	 	(80,139	)	 	 	(80,139	)	 	 	(80,139	)	 	 	(16,916	)	 	 	(16,916	)	 	 	(16,916	)	 	 	(16,916	)	 	 	(16,916	)	 	 	(16,916	)	 	 	(16,916	)	 	 	(16,916	)	 	 	(16,916	)
	 	55	 	 	HILLWOOD LTD
	 	 	(25,897	)	 	 	(25,897	)	 	 	(25,897	)	 	 	(25,897	)	 	 	(8,297	)	 	 	(8,297	)	 	 	(8,297	)	 	 	(8,297	)	 	 	(8,297	)	 	 	(8,297	)	 	 	(8,297	)	 	 	(8,297	)	 	 	(8,297	)	 	 	(8,297	)
	 	59	 	 	INDIANWOOD APTS II
	 	 	(30,430	)	 	 	(30,430	)	 	 	(30,430	)	 	 	(30,430	)	 	 	(10,064	)	 	 	(10,064	)	 	 	(10,064	)	 	 	(10,064	)	 	 	(10,064	)	 	 	(10,064	)	 	 	(10,064	)	 	 	(10,064	)	 	 	(10,064	)	 	 	(10,064	)
	 	61	 	 	JONESVILLE APTS FOR SR.
	 	 	(33,089	)	 	 	(33,089	)	 	 	(33,089	)	 	 	(33,089	)	 	 	(33,089	)	 	 	(7,806	)	 	 	(7,806	)	 	 	(7,806	)	 	 	(7,806	)	 	 	(7,806	)	 	 	(7,806	)	 	 	(7,806	)	 	 	(7,806	)	 	 	(7,806	)
	 	64	 	 	LAGRANGE APARTMENTS-II
	 	 	(11,339	)	 	 	(11,339	)	 	 	(11,339	)	 	 	(11,339	)	 	 	(11,339	)	 	 	(1,874	)	 	 	(1,874	)	 	 	(1,874	)	 	 	(1,874	)	 	 	(1,874	)	 	 	(1,874	)	 	 	(1,874	)	 	 	(1,874	)	 	 	(1,874	)
	 	67	 	 	LAKEVIEW ESTATES
	 	 	(70,798	)	 	 	(70,798	)	 	 	(70,798	)	 	 	(70,798	)	 	 	(70,798	)	 	 	(17,341	)	 	 	(17,341	)	 	 	(17,341	)	 	 	(17,341	)	 	 	(17,341	)	 	 	(17,341	)	 	 	(17,341	)	 	 	(17,341	)	 	 	(17,341	)
	 	68	 	 	LAKEWOOD APARTMENTS II
	 	 	(41,755	)	 	 	(41,755	)	 	 	(41,755	)	 	 	(41,755	)	 	 	(41,755	)	 	 	(2,182	)	 	 	(2,182	)	 	 	(2,182	)	 	 	(2,182	)	 	 	(2,182	)	 	 	(2,182	)	 	 	(2,182	)	 	 	(2,182	)	 	 	(2,182	)
	 	69	 	 	LARUE PROPERTIES, LTD.
	 	 	4,967	 	 	 	4,967	 	 	 	4,967	 	 	 	4,967	 	 	 	4,967	 	 	 	38,162	 	 	 	38,162	 	 	 	38,162	 	 	 	38,162	 	 	 	38,162	 	 	 	38,162	 	 	 	38,162	 	 	 	38,162	 	 	 	38,162	 
	 	70	 	 	LAS ROSAS II, LTD.
	 	 	(26,031	)	 	 	(26,031	)	 	 	(26,031	)	 	 	(26,031	)	 	 	17,649	 	 	 	17,649	 	 	 	17,649	 	 	 	17,649	 	 	 	17,649	 	 	 	17,649	 	 	 	17,649	 	 	 	17,649	 	 	 	17,649	 	 	 	17,649	 
	 	73	 	 	LEWIS APARTMENTS CO
	 	 	(36,006	)	 	 	(36,006	)	 	 	(36,006	)	 	 	(36,006	)	 	 	(36,006	)	 	 	(1,168	)	 	 	(1,168	)	 	 	(1,168	)	 	 	(1,168	)	 	 	(1,168	)	 	 	(1,168	)	 	 	(1,168	)	 	 	(1,168	)	 	 	(1,168	)
	 	74	 	 	LEWISTOWN APARTMENTS
	 	 	(18,432	)	 	 	(18,432	)	 	 	(18,432	)	 	 	(18,432	)	 	 	(18,432	)	 	 	(5,123	)	 	 	(5,123	)	 	 	(5,123	)	 	 	(5,123	)	 	 	(5,123	)	 	 	(5,123	)	 	 	(5,123	)	 	 	(5,123	)	 	 	(5,123	)
	 	78	 	 	MAGNOLIA PLAZA APTS
	 	 	(82,598	)	 	 	(82,598	)	 	 	(82,598	)	 	 	(82,598	)	 	 	(42,042	)	 	 	(42,042	)	 	 	(42,042	)	 	 	(42,042	)	 	 	(42,042	)	 	 	(42,042	)	 	 	(42,042	)	 	 	(42,042	)	 	 	(42,042	)	 	 	(42,042	)
	 	79	 	 	MANOR APTS-CADDO MILLS
	 	 	(29,144	)	 	 	(29,144	)	 	 	(29,144	)	 	 	(29,144	)	 	 	(1,263	)	 	 	(1,263	)	 	 	(1,263	)	 	 	(1,263	)	 	 	(1,263	)	 	 	(1,263	)	 	 	(1,263	)	 	 	(1,263	)	 	 	(1,263	)	 	 	(1,263	)
	 	81	 	 	MAPLE HILL APARTMENTS
	 	 	(67,351	)	 	 	(67,351	)	 	 	(67,351	)	 	 	(67,351	)	 	 	(13,167	)	 	 	(13,167	)	 	 	(13,167	)	 	 	(13,167	)	 	 	(13,167	)	 	 	(13,167	)	 	 	(13,167	)	 	 	(13,167	)	 	 	(13,167	)	 	 	(13,167	)
	 	82	 	 	MARION HOUSING
	 	 	(47,242	)	 	 	(47,242	)	 	 	(47,242	)	 	 	(47,242	)	 	 	(20,970	)	 	 	(20,970	)	 	 	(20,970	)	 	 	(20,970	)	 	 	(20,970	)	 	 	(20,970	)	 	 	(20,970	)	 	 	(20,970	)	 	 	(20,970	)	 	 	(20,970	)
	 	83	 	 	MEADOWLAND APARTMENTS
	 	 	(34,722	)	 	 	(34,722	)	 	 	(34,722	)	 	 	(34,722	)	 	 	(34,722	)	 	 	(8,754	)	 	 	(8,754	)	 	 	(8,754	)	 	 	(8,754	)	 	 	(8,754	)	 	 	(8,754	)	 	 	(8,754	)	 	 	(8,754	)	 	 	(8,754	)
	 	86	 	 	MOSSWOOD APARTMENTS
	 	 	(14,204	)	 	 	(14,204	)	 	 	(14,204	)	 	 	(14,204	)	 	 	21,320		 	 	21,320		 	 	21,320		 	 	21,320		 	 	21,320		 	 	21,320		 	 	21,320		 	 	21,320		 	 	21,320		 	 	21,320	
	 	87	 	 	MOUNTAIN VIEW APTS. II LTD.
	 	 	(38,812	)	 	 	(38,812	)	 	 	(38,812	)	 	 	(38,812	)	 	 	(38,812	)	 	 	(4,000	)	 	 	(4,000	)	 	 	(4,000	)	 	 	(4,000	)	 	 	(4,000	)	 	 	(4,000	)	 	 	(4,000	)	 	 	(4,000	)	 	 	(4,000	)
	 	88	 	 	MUNFORDVILLE
	 	 	(18,423	)	 	 	(18,423	)	 	 	(18,423	)	 	 	(18,423	)	 	 	(1,518	)	 	 	(1,518	)	 	 	(1,518	)	 	 	(1,518	)	 	 	(1,518	)	 	 	(1,518	)	 	 	(1,518	)	 	 	(1,518	)	 	 	(1,518	)	 	 	(1,518	)
	 	89	 	 	NEW CANEY OAKS
	 	 	(50,352	)	 	 	(50,352	)	 	 	(50,352	)	 	 	(50,352	)	 	 	5,773	 	 	 	5,773	 	 	 	5,773	 	 	 	5,773	 	 	 	5,773	 	 	 	5,773	 	 	 	5,773	 	 	 	5,773	 	 	 	5,773	 	 	 	5,773	 
	 	90	 	 	NORTH DEER CREEK, LTD.
	 	 	(38,462	)	 	 	(38,462	)	 	 	(38,462	)	 	 	(38,462	)	 	 	(38,462	)	 	 	(4,065	)	 	 	(4,065	)	 	 	(4,065	)	 	 	(4,065	)	 	 	(4,065	)	 	 	(4,065	)	 	 	(4,065	)	 	 	(4,065	)	 	 	(4,065	)
	 	91	 	 	OAK VALLEY PLACE II
	 	 	(17,428	)	 	 	(17,428	)	 	 	(17,428	)	 	 	(17,428	)	 	 	7,642	 	 	 	7,642	 	 	 	7,642	 	 	 	7,642	 	 	 	7,642	 	 	 	7,642	 	 	 	7,642	 	 	 	7,642	 	 	 	7,642	 	 	 	7,642	 
	 	94	 	 	OLD OAK ESTATES
	 	 	(85,376	)	 	 	(85,376	)	 	 	(85,376	)	 	 	(85,376	)	 	 	(26,548	)	 	 	(26,548	)	 	 	(26,548	)	 	 	(26,548	)	 	 	(26,548	)	 	 	(26,548	)	 	 	(26,548	)	 	 	(26,548	)	 	 	(26,548	)	 	 	(26,548	)


















 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Exhibit A to Contract to Purchase	 	Year	 	Year	 	Year	 	Year	 	Year	 	Year	 	Year	 	Year	 	Year	 	Year	 	Year	 	Year	 	Year	 	Year
	 	 	 	 	Bayfield Low Income Housing LP with MPF	 	8	 	9	 	10	 	11	 	12	 	13	 	14	 	15	 	16	 	17	 	18	 	19	 	20	 	21
	APARTMENT	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COMPLEX	 	 	 	2011 ESTIMATED	 	2012 ESTIMATED	 	2013 ESTIMATED	 	2014 ESTIMATED	 	2015 ESTIMATED	 	2016 ESTIMATED	 	2017 ESTIMATED	 	2018 ESTIMATED	 	2019 ESTIMATED	 	2020 ESTIMATED	 	2021 ESTIMATED	 	2022 ESTIMATED	 	2023 ESTIMATED	 	2024 ESTIMATED
	NUMBER	 	APARTMENT COMPLEX	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754
	 	95	 	 	ONION CREEK
	 	 	(43,250	)	 	 	(43,250	)	 	 	(43,250	)	 	 	(43,250	)	 	 	(2,278	)	 	 	(2,278	)	 	 	(2,278	)	 	 	(2,278	)	 	 	(2,278	)	 	 	(2,278	)	 	 	(2,278	)	 	 	(2,278	)	 	 	(2,278	)	 	 	(2,278	)
	 	96	 	 	ORCHARD
COMMONS, LTD.
	 	 	(2,986	)	 	 	(2,986	)	 	 	(2,986	)	 	 	(2,986	)	 	 	(2,986	)	 	 	(2,986	)	 	 	17,351	 	 	 	17,351	 	 	 	17,351	 	 	 	17,351	 	 	 	17,351	 	 	 	17,351	 	 	 	17,351	 	 	 	17,351	 
	 	97	 	 	P.D.C. EIGHTEEN L. P.
	 	 	(74,782	)	 	 	(74,782	)	 	 	(74,782	)	 	 	(74,782	)	 	 	(74,782	)	 	 	(74,782	)	 	 	(32,817	)	 	 	(32,817	)	 	 	(32,817	)	 	 	(32,817	)	 	 	(32,817	)	 	 	(32,817	)	 	 	(32,817	)	 	 	(32,817	)
	 	98	 	 	P.D.C. TWENTY TWO L. P.
	 	 	(55,298	)	 	 	(55,298	)	 	 	(55,298	)	 	 	(55,298	)	 	 	(55,298	)	 	 	(55,298	)	 	 	(15,497	)	 	 	(15,497	)	 	 	(15,497	)	 	 	(15,497	)	 	 	(15,497	)	 	 	(15,497	)	 	 	(15,497	)	 	 	(15,497	)
	 	101	 	 	PARKWOOD ASSOCIATES
	 	 	(33,924	)	 	 	(33,924	)	 	 	(33,924	)	 	 	(33,924	)	 	 	(33,924	)	 	 	3,522	 	 	 	3,522	 	 	 	3,522	 	 	 	3,522	 	 	 	3,522	 	 	 	3,522	 	 	 	3,522	 	 	 	3,522	 	 	 	3,522	 
	 	102	 	 	PECAN VILLA APARTMENTS
	 	 	(46,689	)	 	 	(46,689	)	 	 	(46,689	)	 	 	(46,689	)	 	 	4,250	 	 	 	4,250	 	 	 	4,250	 	 	 	4,250	 	 	 	4,250	 	 	 	4,250	 	 	 	4,250	 	 	 	4,250	 	 	 	4,250	 	 	 	4,250	 
	 	105	 	 	POCOMOKE VILLAS LTD.
	 	 	(100,367	)	 	 	(100,367	)	 	 	(100,367	)	 	 	(100,367	)	 	 	(100,367	)	 	 	(35,538	)	 	 	(35,538	)	 	 	(35,538	)	 	 	(35,538	)	 	 	(35,538	)	 	 	(35,538	)	 	 	(35,538	)	 	 	(35,538	)	 	 	(35,538	)
	 	107	 	 	REGENCY APTS
OF RENO
	 	 	(18,962	)	 	 	(18,962	)	 	 	(18,962	)	 	 	(18,962	)	 	 	(18,962	)	 	 	8,413	 	 	 	8,413	 	 	 	8,413	 	 	 	8,413	 	 	 	8,413	 	 	 	8,413	 	 	 	8,413	 	 	 	8,413	 	 	 	8,413	 
	 	108	 	 	REGENCY PLAZA
	 	 	(29,869	)	 	 	(29,869	)	 	 	(29,869	)	 	 	(29,869	)	 	 	7,535	 	 	 	7,535	 	 	 	7,535	 	 	 	7,535	 	 	 	7,535	 	 	 	7,535	 	 	 	7,535	 	 	 	7,535	 	 	 	7,535	 	 	 	7,535	 
	 	109	 	 	RESER VOIR
HILL L.P.V.
	 	 	(4,296	)	 	 	(4,296	)	 	 	(4,296	)	 	 	(4,296	)	 	 	(4,296	)	 	 	(4,296	)	 	 	39,586	 	 	 	39,586	 	 	 	39,586	 	 	 	39,586	 	 	 	39,586	 	 	 	39,586	 	 	 	39,586	 	 	 	39,586	 
	 	111	 	 	RIDGE VIEW APARTMENTS
	 	 	(58,127	)	 	 	(58,127	)	 	 	(58,127	)	 	 	(58,127	)	 	 	3,635	 	 	 	3,635	 	 	 	3,635	 	 	 	3,635	 	 	 	3,635	 	 	 	3,635	 	 	 	3,635	 	 	 	3,635	 	 	 	3,635	 	 	 	3,635	 
	 	112	 	 	RIDGECREST APARTMENTS
	 	 	(56,450	)	 	 	(56,450	)	 	 	(56,450	)	 	 	(56,450	)	 	 	(23,934	)	 	 	(23,934	)	 	 	(23,934	)	 	 	(23,934	)	 	 	(23,934	)	 	 	(23,934	)	 	 	(23,934	)	 	 	(23,934	)	 	 	(23,934	)	 	 	(23,934	)
	 	115	 	 	ROLLING MEADOW II L.P.
	 	 	(51,178	)	 	 	(51,178	)	 	 	(51,178	)	 	 	(51,178	)	 	 	(51,178	)	 	 	(4,870	)	 	 	(4,870	)	 	 	(4,870	)	 	 	(4,870	)	 	 	(4,870	)	 	 	(4,870	)	 	 	(4,870	)	 	 	(4,870	)	 	 	(4,870	)
	 	116	 	 	RUSSELL SEPTEMBER HSING
	 	 	(16,084	)	 	 	(16,084	)	 	 	(16,084	)	 	 	(16,084	)	 	 	(588	)	 	 	(588	)	 	 	(588	)	 	 	(588	)	 	 	(588	)	 	 	(588	)	 	 	(588	)	 	 	(588	)	 	 	(588	)	 	 	(588	)
	 	117	 	 	SACRAMENTO, LTD.
	 	 	(20,753	)	 	 	(20,753	)	 	 	(20,753	)	 	 	(20,753	)	 	 	(20,753	)	 	 	15,049	 	 	 	15,049	 	 	 	15,049	 	 	 	15,049	 	 	 	15,049	 	 	 	15,049	 	 	 	15,049	 	 	 	15,049	 	 	 	15,049	 
	 	119	 	 	SOMERSET
WEST. HILLS II
	 	 	(29,361	)	 	 	(29,361	)	 	 	(29,361	)	 	 	(29,361	)	 	 	(29,361	)	 	 	(5,592	)	 	 	(5,592	)	 	 	(5,592	)	 	 	(5,592	)	 	 	(5,592	)	 	 	(5,592	)	 	 	(5,592	)	 	 	(5,592	)	 	 	(5,592	)
	 	120	 	 	SOUTHEASTERN ASSOCIATES
	 	 	(50,521	)	 	 	(50,521	)	 	 	(50,521	)	 	 	(50,521	)	 	 	(50,521	)	 	 	12,257	 	 	 	12,257	 	 	 	12,257	 	 	 	12,257	 	 	 	12,257	 	 	 	12,257	 	 	 	12,257	 	 	 	12,257	 	 	 	12,257	 
	 	123	 	 	ST. ROSE ASSOCIATES
	 	 	(25,771	)	 	 	(25,771	)	 	 	(25,771	)	 	 	(25,771	)	 	 	(25,771	)	 	 	9,306	 	 	 	9,306	 	 	 	9,306	 	 	 	9,306	 	 	 	9,306	 	 	 	9,306	 	 	 	9,306	 	 	 	9,306	 	 	 	9,306	 
	 	124	 	 	STREAMSIDE ASSOCIATES
	 	 	(35,381	)	 	 	(35,381	)	 	 	(35,381	)	 	 	(35,381	)	 	 	(35,381	)	 	 	15,318	 	 	 	15,318	 	 	 	15,318	 	 	 	15,318	 	 	 	15,318	 	 	 	15,318	 	 	 	15,318	 	 	 	15,318	 	 	 	15,318	 
	 	127	 	 	SUN RISE
APTS. NORTH
	 	 	(76,781	)	 	 	(76,781	)	 	 	(76,781	)	 	 	(76,781	)	 	 	(76,781	)	 	 	(5,759	)	 	 	(5,759	)	 	 	(5,759	)	 	 	(5,759	)	 	 	(5,759	)	 	 	(5,759	)	 	 	(5,759	)	 	 	(5,759	)	 	 	(5,759	)
	 	128	 	 	SUNRISE APARTMENTS
	 	 	(18,830	)	 	 	(18,830	)	 	 	(18,830	)	 	 	(18,830	)	 	 	(18,830	)	 	 	(1,537	)	 	 	(1,537	)	 	 	(1,537	)	 	 	(1,537	)	 	 	(1,537	)	 	 	(1,537	)	 	 	(1,537	)	 	 	(1,537	)	 	 	(1,537	)
	 	129	 	 	TAFT GARDENS
	 	 	(25,481	)	 	 	(25,481	)	 	 	(25,481	)	 	 	(25,481	)	 	 	1,964	 	 	 	1,964	 	 	 	1,964	 	 	 	1,964	 	 	 	1,964	 	 	 	1,964	 	 	 	1,964	 	 	 	1,964	 	 	 	1,964	 	 	 	1,964	 
	 	130	 	 	TAFT TERRACE
	 	 	(37,404	)	 	 	(37,404	)	 	 	(37,404	)	 	 	(37,404	)	 	 	(1,321	)	 	 	(1,321	)	 	 	(1,321	)	 	 	(1,321	)	 	 	(1,321	)	 	 	(1,321	)	 	 	(1,321	)	 	 	(1,321	)	 	 	(1,321	)	 	 	(1,321	)
	 	134	 	 	WAYLAND APARTMENTS
	 	 	(15,281	)	 	 	(15,281	)	 	 	(15,281	)	 	 	(15,281	)	 	 	(5,681	)	 	 	(5,681	)	 	 	(5,681	)	 	 	(5,681	)	 	 	(5,681	)	 	 	(5,681	)	 	 	(5,681	)	 	 	(5,681	)	 	 	(5,681	)	 	 	(5,681	)
	 	135	 	 	WEST MEADOW II APTS
	 	 	(53,141	)	 	 	(53,141	)	 	 	(53,141	)	 	 	(53,141	)	 	 	(53,141	)	 	 	(15,615	)	 	 	(15,615	)	 	 	(15,615	)	 	 	(15,615	)	 	 	(15,615	)	 	 	(15,615	)	 	 	(15,615	)	 	 	(15,615	)	 	 	(15,615	)
	 	136	 	 	WAXFORD ASSOCIATES L.P.
	 	 	(42,774	)	 	 	(42,774	)	 	 	(42,774	)	 	 	(42,774	)	 	 	(42,774	)	 	 	(4,986	)	 	 	(4,986	)	 	 	(4,986	)	 	 	(4,986	)	 	 	(4,986	)	 	 	(4,986	)	 	 	(4,986	)	 	 	(4,986	)	 	 	(4,986	)
	 	137	 	 	WILLOW HAVEN
	 	 	(83,824	)	 	 	(83,824	)	 	 	(83,824	)	 	 	(83,824	)	 	 	(21,548	)	 	 	(21,548	)	 	 	(21,548	)	 	 	(21,548	)	 	 	(21,548	)	 	 	(21,548	)	 	 	(21,548	)	 	 	(21,548	)	 	 	(21,548	)	 	 	(21,548	)
	 	138	 	 	WOLCOTT ASSOCIATES
	 	 	(65,924	)	 	 	(65,924	)	 	 	(65,924	)	 	 	(65,924	)	 	 	11,368	 	 	 	11,368	 	 	 	11,368	 	 	 	11,368	 	 	 	11,368	 	 	 	11,368	 	 	 	11,368	 	 	 	11,368	 	 	 	11,368	 	 	 	11,368	 
	 	139	 	 	WOODCREST
APARTMENTS, LTD.
	 	 	(40,909	)	 	 	(40,909	)	 	 	(40,909	)	 	 	(40,909	)	 	 	7,709	 	 	 	7,709	 	 	 	7,709	 	 	 	7,709	 	 	 	7,709	 	 	 	7,709	 	 	 	7,709	 	 	 	7,709	 	 	 	7,709	 	 	 	7,709	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	81
	 	 	(3,197,733	)	 	 	(3,197,733	)	 	 	(3,197,733	)	 	 	(3,167,632	)	 	 	(1,895,700	)	 	 	(308,578	)	 	 	(72,573	)	 	 	(72,573	)	 	 	(72,573	)	 	 	(72,573	)	 	 	(72,573	)	 	 	(72,573	)	 	 	(72,573	)	 	 	(72,573	)
	 	 	 	 	 
	 	 	30,000	 	 	 	30,000	 	 	 	30,000	 	 	 	30,000		 	 	30,000	 	 	 	30,000	 	 	 	30,000	 	 	 	30,000	 	 	 	30,000	 	 	 	30,000	 	 	 	30,000	 	 	 	30,000	 	 	 	30,000	 	 	 	30,000	 
	 	 	 	 	 
	 	 	(55,452	)	 	 	(55,452	)	 	 	(55,452	)	 	 	(55,452	)	 	 	(55,452	)	 	 	(55,452	)	 	 	(55,452	)	 	 	(55,452	)	 	 	(55,452	)	 	 	(55,452	)	 	 	(55,452	)	 	 	(55,452	)	 	 	(55,452	)	 	 	(55,452	)
	 	 	 	 	 
	 	 	(1,254	)	 	 	(1,254	)	 	 	(1,254	)	 	 	(1,254	)	 	 	(1,254	)	 	 	(1,254	)	 	 	(1,254	)	 	 	(1,254	)	 	 	(1,254	)	 	 	(1,254	)	 	 	(1,254	)	 	 	(1,254	)	 	 	(1,254	)	 	 	(1,254	)
	 	 	 	 	 
	 	 	(63,294	)	 	 	(63,294	)	 	 	(63,294	)	 	 	(63,294	)	 	 	(63,294	)	 	 	(63,294	)	 	 	(63,294	)	 	 	(63,294	)	 	 	(63,294	)	 	 	(63,294	)	 	 	(63,294	)	 	 	(63,294	)	 	 	(63,294	)	 	 	(63,294	)
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(3,287,733	)	 	 	(3,257,632	)	 	 	(3,287,733	)	 	 	(3,257,632	)	 	 	(1,985,700	)	 	 	(398,578	)	 	 	(162,573	)	 	 	(162,573	)	 	 	(162,573	)	 	 	(162,573	)	 	 	(162,573	)	 	 	(162,573	)	 	 	(162,573	)	 	 	(162,573	)







 









 








Exhibit A to Contract to Purchase

Bayfield Low Income Housing LP with MPF




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	95%-99%	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	MORTGAGE	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Bayfield’s	 	 	8%	 	 	 	 	 	 	FIRST	 	 	 	 	NET	 	 	95%-99%	 	 	BALANCE OVER	 	 	 	 	 	 	95%-99%	 	 	95%-99%	 	 	 	 
	APARTMENT	 	 	 	Share	 	 	Interest	 	 	PLACED IN	 	PLACED IN	 	YEAR OF	 	 	Depr Yrs	 	REMAINING	 	 	ESTIMATED	 	 	REMAINING DEPR	 	 	95%-99%	 	 	ESTIMATED	 	 	ESTIMATED ANN	 	 	PURCHASE	 
	COMPLEX	 	 	 	of Tax	 	 	Due	 	 	SERVICE	 	SERVICE	 	TAX	 	 	Left as	 	DEPR BASE	 	 	REMAINING	 	 	BASIS 754	 	 	ESTIMATED	 	 	ANNUAL 754	 	 	TOTAL DEDUCT	 	 	PRICE 49.5% OR	 
	NUMBER	 	APARTMENT COMPLEX	 	Items	 	 	Developers	 	 	DATE	 	YEAR	 	CREDIT	 	 	of 6/30/2004	 	12/31/03	 	 	DEPR	 	 	ELECTION	 	 	ANNUAL LOSSES	 	 	DEDUCTION	 	 	& LOSSES	 	 	33%	 
	3	 	ALBANY
COMMONS, LTD.
	 	 	99.00	%	 	 	(18,886	)	 	7/6/1989	 	1989	 	 	1990	 	 	13	 	 	403,772	 	 	 	399,734	 	 	 	228,801	 	 	 	(14,068	)	 	 	(8,320	)	 	 	(22,388	)	 	$	46,580	 
	6	 	BAKER HEIGHT
II LTD.
	 	 	66.00	%	 	 	(22,843	)	 	11/1/1988	 	1988	 	 	1988	 	 	11	 	 	546,759	 	 	 	360,861	 	 	 	276,138	 	 	 	(27,132	)	 	 	(10,041	)	 	 	(37,173	)	 	$	17,727	 
	7	 	BAYSHORE NORTH APTS-IV
	 	 	99.00	%	 	 	(6,988	)	 	12/29/1988	 	1988	 	 	1989	 	 	12	 	 	815,243	 	 	 	807,091	 	 	 	492,579	 	 	 	(62,921	)	 	 	(17,912	)	 	 	(80,833	)	 	$	38,547	 
	8	 	BELFAST HOUSING ASSOC
	 	 	99.00	%	 	 	(24,045	)	 	1/2/1989	 	1989	 	 	1989	 	 	12	 	 	898,362	 	 	 	889,378	 	 	 	205,874	 	 	 	(37,538	)	 	 	(7,486	)	 	 	(45,024	)	 	$	21,471	 
	9	 	BEREA SUMMIT, LTD.
	 	 	99.00	%	 	 	(4,919	)	 	6/1/1989	 	1989	 	 	1990	 	 	13	 	 	218,713	 	 	 	216,526	 	 	 	166,375	 	 	 	(3,766	)	 	 	(6,050	)	 	 	(9,816	)	 	$	2,885	 
	10	 	BERKSHIRE
APARTMENTS#2
	 	 	95.00	%	 	 	(15,010	)	 	5/31/1988	 	1988	 	 	1988	 	 	11	 	 	348,314	 	 	 	330,898	 	 	 	298,968	 	 	 	(22,056	)	 	 	(10,872	)	 	 	(32,928	)	 	$	15,702	 
	11	 	BLADES LIMITED PINRSHP
	 	 	99.00	%	 	 	(31,266	)	 	10/1/1988	 	1988	 	 	1989	 	 	12	 	 	708,924	 	 	 	701,835	 	 	 	503,416	 	 	 	(54,137	)	 	 	(18,306	)	 	 	(72,443	)	 	$	34,546	 
	13	 	BRENTWOOD APARTMENTS, LTD.
	 	 	99.00	%	 	 	(15,140	)	 	9/1/1988	 	1988	 	 	1988	 	 	11	 	 	362,181	 	 	 	358,559	 	 	 	292,256	 	 	 	(13,817	)	 	 	(10,627	)	 	 	(24,445	)	 	$	11,657	 
	14	 	BRIAR HILL APARTMENTS, LTD.
	 	 	95.00	%	 	 	(6,000	)	 	10/15/1987	 	1987	 	 	1988	 	 	11	 	 	208,464	 	 	 	198,041	 	 	 	141,223	 	 	 	(2,908	)	 	 	(5,154	)	 	 	(8,062	)	 	$	3,844	 
	19	 	CEDAR CREST APARTMENTS
	 	 	99.00	%	 	 	(7,896	)	 	5/1/1990	 	1990	 	 	1990	 	 	13	 	 	251,628	 	 	 	249,112	 	 	 	128,941	 	 	 	(18,564	)	 	 	(4,689	)	 	 	(23,253	)	 	$	6,834	 
	20	 	CEDAR GROVE APTS
	 	 	95.00	%	 	 	(27,712	)	 	10/26/1988	 	1988	 	 	1988	 	 	11	 	 	620,050	 	 	 	589,048	 	 	 	430,427	 	 	 	(31,468	)	 	 	(15,652	)	 	 	(47,120	)	 	$	22,470	 
	25	 	CLIFFORD
HEIGHTS APTS. LTD.
	 	 	99.00	%	 	 	(9,859	)	 	11/14/1988	 	1988	 	 	1989	 	 	12	 	 	212,657	 	 	 	210,530	 	 	 	158,932	 	 	 	(10,531	)	 	 	(5,779	)	 	 	(16,310	)	 	$	7,778	 
	26	 	COTTONDALE VILLA APTS
	 	 	99.00	%	 	 	(16,279	)	 	1/9/1989	 	1989	 	 	1989	 	 	12	 	 	411,268	 	 	 	407,155	 	 	 	249,500	 	 	 	(10,611	)	 	 	(9,073	)	 	 	(19,684	)	 	$	9,387	 
	29	 	CYPRESS VIEW ESTATES
	 	 	95.00	%	 	 	(16,791	)	 	3/1/1989	 	1989	 	 	1989	 	 	12	 	 	419,092	 	 	 	398,137	 	 	 	259,578	 	 	 	(8,898	)	 	 	(9,439	)	 	 	(18,337	)	 	$	8,744	 
	30	 	DELTA TERRACE
	 	 	99.00	%	 	 	(14,899	)	 	7/29/1988	 	1988	 	 	1988	 	 	11	 	 	445,235	 	 	 	440,783	 	 	 	283,437	 	 	 	(68,541	)	 	 	(10,309	)	 	 	(78,849	)	 	$	37,601	 
	31	 	DIAMOND
COURT II L.P.
	 	 	99.00	%	 	 	(28,713	)	 	8/1/1989	 	1989	 	 	1989	 	 	12	 	 	679,263	 	 	 	672,470	 	 	 	521,757	 	 	 	(50,097	)	 	 	(18,973	)	 	 	(69,070	)	 	$	32,938	 
	34	 	EDMONSON PROPERTIES
	 	 	99.00	%	 	 	(13,036	)	 	5/1/1989	 	1989	 	 	1989	 	 	12	 	 	284,474	 	 	 	281,629	 	 	 	167,839	 	 	 	(7,475	)	 	 	(6,103	)	 	 	(13,579	)	 	$	6,475	 
	36	 	ELMWOOD ESTATES
	 	 	99.00	%	 	 	1,274	 	 	3/29/1989	 	1989	 	 	1989	 	 	12	 	 	567,009	 	 	 	561,339	 	 	 	461,316	 	 	 	(43,248	)	 	 	(16,775	)	 	 	(60,023	)	 	$	28,624	 
	37	 	FERNWOLD-WILSON LAKE
	 	 	99.00	%	 	 	(36,365	)	 	1/2/1989	 	1989	 	 	1989	 	 	12	 	 	1,289,278	 	 	 	1,276,385	 	 	 	303,481	 	 	 	(56,400	)	 	 	(11,036	)	 	 	(67,436	)	 	$	32,159	 
	38	 	FIELDCREST, LTD.
	 	 	99.00	%	 	 	(11,967	)	 	10/7/1988	 	1988	 	 	1988	 	 	11	 	 	265,251	 	 	 	262,598	 	 	 	163,190	 	 	 	(28,842	)	 	 	(5,934	)	 	 	(34,776	)	 	$	16,584	 
	41	 	FOLSOM SOUTH VENTURE
	 	 	95.00	%	 	 	(9,040	)	 	10/15/1988	 	1988	 	 	1989	 	 	12	 	 	214,414	 	 	 	203,693	 	 	 	148,153	 	 	 	(12,229	)	 	 	(5,387	)	 	 	17,617	 	 	$	8,401	 
	42	 	FOREST PARK APARTMENTS
	 	 	95.00	%	 	 	0	 	 	11/1/1987	 	1987	 	 	1988	 	 	11	 	 	585,525	 	 	 	556,249	 	 	 	481,973	 	 	 	(28,139	)	 	 	(17,526	)	 	 	(45,665	)	 	$	21,777	 
	44	 	GASLIGHT SQUAREAPTS, LTD.
	 	 	99.00	%	 	 	(16,422	)	 	1/30/1987	 	1987	 	 	1988	 	 	11	 	 	143,618	 	 	 	409,482	 	 	 	288,189	 	 	 	(32,080	)	 	 	(10,480	)	 	 	(42,560	)	 	$	20,296	 
	45	 	GATEWOOD APARTMENTS LTD.
	 	 	99.00	%	 	 	(8,411	)	 	9/30/1988	 	1988	 	 	1989	 	 	12	 	 	626,705	 	 	 	620,438	 	 	 	462,935	 	 	 	(44,542	)	 	 	(16,834	)	 	 	(61,376	)	 	$	29,269	 
	46	 	GIBSLAND VILLAS LIMITED
	 	 	95.00	%	 	 	(19,191	)	 	6/15/1989	 	1989	 	 	1989	 	 	12	 	 	457,025	 	 	 	434,174	 	 	 	243,818	 	 	 	(17,802	)	 	 	(8,866	)	 	 	(26,668	)	 	$	12,717	 
	48	 	GLENMORA APARTMENTS
	 	 	95.00	%	 	 	(10,266	)	 	1/10/1988	 	1988	 	 	1989	 	 	12	 	 	202,706	 	 	 	192,571	 	 	 	200,972	 	 	 	(14,247	)	 	 	(7,308	)	 	 	(21,555	)	 	$	10,279	 
	49	 	GREENLEAF GARDENS
	 	 	99.00	%	 	 	0	 	 	12/23/1987	 	1987	 	 	1988	 	 	11	 	 	658,550	 	 	 	651,965	 	 	 	583,429	 	 	 	(20,249	)	 	 	(21,216	)	 	 	(41,465	)	 	$	19,774	 
	51	 	HAGEWOOD APARTMENTS
	 	 	99.00	%	 	 	(8,928	)	 	10/1/1987	 	1987	 	 	1987	 	 	10	 	 	301,006	 	 	 	297,996	 	 	 	239,031	 	 	 	(16,774	)	 	 	(8,692	)	 	 	(25,466	)	 	$	12,144	 
	53	 	HIDDEN HILL APARTMENTS, LTD.
	 	 	99.00	%	 	 	(12,099	)	 	9/23/1988	 	1988	 	 	1989	 	 	12	 	 	276,279	 	 	 	273,516	 	 	 	207,592	 	 	 	(18,800	)	 	 	(7,549	)	 	 	(26,349	)	 	$	12,565	 
	54	 	HILLTOP MANOR APTS
	 	 	95.00	%	 	 	0	 	 	12/1/1989	 	1989	 	 	1989	 	 	12	 	 	758,676	 	 	 	720,742	 	 	 	528,688	 	 	 	(60,914	)	 	 	(19,225	)	 	 	(80,119	)	 	$	38,216	 
	55	 	HILLWOOD LTD.
	 	 	99.00	%	 	 	(7,407	)	 	10/17/1988	 	1988	 	 	1988	 	 	11	 	 	193,600	 	 	 	191,664	 	 	 	116,492	 	 	 	(21,661	)	 	 	(4,236	)	 	 	(25,897	)	 	$	12,350	 
	59	 	INDIANWOOD APTS II
	 	 	95.00	%	 	 	(11,911	)	 	1/9/1987	 	1987	 	 	1988	 	 	11	 	 	224,028	 	 	 	212,827	 	 	 	367,842	 	 	 	(17,054	)	 	 	(13,376	)	 	 	(30,430	)	 	$	14,512	 
	61	 	JONESVILLE
APTS FOR SR.
	 	 	99.00	%	 	 	(11,368	)	 	9/1/1988	 	1988	 	 	1989	 	 	12	 	 	30,400	 	 	 	300,366	 	 	 	242,803	 	 	 	(24,260	)	 	 	(8,829	)	 	 	(33,089	)	 	$	15,779	 
	64	 	LAGRANGE APARTMENTS-II
	 	 	95.00	%	 	 	(3,445	)	 	8/1/1989	 	1989	 	 	1989	 	 	12	 	 	113,573	 	 	 	107,894	 	 	 	71,851	 	 	 	(8,726	)	 	 	(2,613	)	 	 	(11,339	)	 	$	5,407	 
	67	 	LAKEVIEW ESTATES
	 	 	95.00	%	 	 	(23,450	)	 	8/1/1989	 	1989	 	 	1989	 	 	12	 	 	641,486	 	 	 	609,412	 	 	 	350,921	 	 	 	(58,037	)	 	 	(12,761	)	 	 	(70,798	)	 	$	33,762	 
	68	 	LAKEWOOD APARTMENTS II
	 	 	95.00	%	 	 	(6,631	)	 	9/26/1988	 	1988	 	 	1989	 	 	12	 	 	474,877	 	 	 	451,133	 	 	 	357,626	 	 	 	(28,751	)	 	 	(13,005	)	 	 	(41,755	)	 	$	19,912	 
	69	 	LARUE PROPERTIES, LTD.
	 	 	99.00	%	 	 	(17,155	)	 	7/29/1989	 	1989	 	 	1989	 	 	12	 	 	398,337	 	 	 	394,354	 	 	 	94,547	 	 	 	8,405	 	 	 	(3,438	)	 	 	4,967	 	(	$	2,369	)
	70	 	LAS ROSAS II, LTD.
	 	 	95.00	%	 	 	(19,628	)	 	7/27/1988	 	1988	 	 	1988	 	 	11	 	 	480,481	 	 	 	456,457	 	 	 	397,265	 	 	 	(11,585	)	 	 	(14,446	)	 	 	(26,031	)	 	$	12,414	 
	73	 	LEWIS APARTMENTS CO
	 	 	95.00	%	 	 	0	 	 	1/17/1989	 	1989	 	 	1989	 	 	12	 	 	418,067	 	 	 	397,154	 	 	 	238,186	 	 	 	(27,345	)	 	 	(8,661	)	 	 	(36,006	)	 	$	17,170	 
	74	 	LEWISTOWN APARTMENTS
	 	 	95.00	%	 	 	(5,827	)	 	6/1/1989	 	1989	 	 	1989	 	 	12	 	 	159,712	 	 	 	151,726	 	 	 	114,414	 	 	 	(14,272	)	 	 	(4,161	)	 	 	(84,432	)	 	$	8,790	 
	78	 	MAGNOLIA PLAZA APTS
	 	 	95.00	%	 	 	(18,411	)	 	1/1/1987	 	1987	 	 	1988	 	 	11	 	 	446,114	 	 	 	423,808	 	 	 	467,512	 	 	 	(65,598	)	 	 	(17,000	)	 	 	(82,598	)	 	$	39,389	 
	79	 	MANOR APTS-CADDO MILLS
	 	 	95.00	%	 	 	(18,460	)	 	9/28/1988	 	1988	 	 	1988	 	 	11	 	 	306,698	 	 	 	291,363	 	 	 	246,421	 	 	 	(20,184	)	 	 	(8,961	)	 	 	(29,144	)	 	$	83,898	 
	81	 	MAPLE HILL APARTMENTS
	 	 	99.00	%	 	 	0	 	 	3/1/1987	 	1987	 	 	1988	 	 	11	 	 	596,024	 	 	 	590,064	 	 	 	418,698	 	 	 	(52,125	)	 	 	(15,225	)	 	 	(67,351	)	 	$	32,118	 
	82	 	MARION HOUSING
	 	 	99.00	%	 	 	(11,370	)	 	12/30/1987	 	1987	 	 	1988	 	 	11	 	 	288,985	 	 	 	286,095	 	 	 	241,180	 	 	 	(38,471	)	 	 	(8,770	)	 	 	(47,242	)	 	$	22,528	 
	83	 	MEADOWLAND APARTMENTS
	 	 	95.00	%	 	 	(12,235	)	 	8/21/1989	 	1989	 	 	1989	 	 	12	 	 	311,617	 	 	 	296,036	 	 	 	190,843	 	 	 	(27,783	)	 	 	(6,940	)	 	 	(34,722	)	 	$	16,558	 
	86	 	MOSSWOOD APARTMENTS
	 	 	95.00	%	 	 	(14,951	)	 	2/10/1988	 	1988	 	 	1988	 	 	11	 	 	390,767	 	 	 	371,229	 	 	 	327,447	 	 	 	(2,297	)	 	 	(11,907	)	 	 	(14,204	)	 	$	6,774	 
	87	 	MOUNTAIN VIEW APTS II, LTD.
	 	 	95.00	%	 	 	(16,993	)	 	12/30/1988	 	1988	 	 	1989	 	 	12	 	 	417,746	 	 	 	396,859	 	 	 	285,431	 	 	 	(28,433	)	 	 	(10,379	)	 	 	(38,812	)	 	$	18,508	 
	88	 	MUNFORDVILLE
	 	 	95.00	%	 	 	(7,210	)	 	1/1/1988	 	1988	 	 	1988	 	 	11	 	 	385,954	 	 	 	176,656	 	 	 	141,724	 	 	 	(13,270	)	 	 	(5,154	)	 	 	(18,423	)	 	$	8,786	 
	89	 	NEW CANEY OAKS
	 	 	99.00	%	 	 	(21,943	)	 	4/14/1987	 	1987	 	 	1988	 	 	11	 	 	617,375	 	 	 	611,201	 	 	 	559,692	 	 	 	(30,000	)	 	 	(20,352	)	 	 	(50,352	)	 	$	24,012	 
	90	 	NORTH DEER CREEK, LTD.
	 	 	99.00	%	 	 	(15,071	)	 	9/1/1988	 	1988	 	 	1989	 	 	12	 	 	412,756	 	 	 	408,628	 	 	 	273,393	 	 	 	(28,520	)	 	 	(9,942	)	 	 	(38,462	)	 	$	18,341	 
	91	 	OAK VALLEY PLACE II
	 	 	95.00	%	 	 	(9,058	)	 	1/14/1988	 	1988	 	 	1988	 	 	11	 	 	275,773	 	 	 	261,984	 	 	 	235,485	 	 	 	(8,865	)	 	 	(8,563	)	 	 	(17,428	)	 	$	8,311	 
	94	 	OLD OAK ESTATES
	 	 	95.00	%	 	 	(28,152	)	 	9/29/1988	 	1988	 	 	1988	 	 	11	 	 	647,105	 	 	 	614,750	 	 	 	561,595	 	 	 	(64,881	)	 	 	(20,494	)	 	 	(85,376	)	 	$	40,713	 






 









 








Exhibit A to Contract to Purchase

Bayfield Low Income Housing LP with MPF




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	95%-99%	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	MORTGAGE	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Bayfield’s	 	 	8%	 	 	 	 	 	 	FIRST	 	 	 	 	NET	 	 	95%-99%	 	 	BALANCE OVER	 	 	 	 	 	 	95%-99%	 	 	95%-99%	 	 	 	 
	APARTMENT	 	 	 	Share	 	 	Interest	 	 	PLACED IN	 	PLACED IN	 	YEAR OF	 	 	Depr Yrs	 	REMAINING	 	 	ESTIMATED	 	 	REMAINING DEPR	 	 	95-99%	 	 	ESTIMATED	 	 	ESTIMATED ANN	 	 	PURCHASE	 
	COMPLEX	 	 	 	of Tax	 	 	Due	 	 	SERVICE	 	SERVICE	 	TAX	 	 	Left as	 	DEPR BASE	 	 	REMAINING	 	 	BASIS 754	 	 	ESTIMATED	 	 	ANNUAL 754	 	 	TOTAL DEDUCT	 	 	PRICE 49.5% OR	 
	NUMBER	 	APARTMENT COMPLEX	 	Items	 	 	Developers	 	 	DATE	 	YEAR	 	CREDIT	 	 	of 6/30/2004	 	12/31/03	 	 	DEPR	 	 	ELECTION	 	 	ANNUAL LOSSES	 	 	DEDUCTION	 	 	& LOSSES	 	 	33%	 
	95	 	ONION CREEK
	 	 	99.00	%	 	 	(19,018	)	 	9/1/1988	 	1988	 	 	1988	 	 	11	 	 	450,697	 	 	 	446,190	 	 	 	352,016	 	 	 	(30,449	)	 	 	(12,801	)	 	 	(43,250	)	 	$	20,625	 
	96	 	ORCHARD COMMONS LTD.
	 	 	95.00	%	 	 	(13,740	)	 	5/26/1989	 	1989	 	 	1990	 	 	13	 	 	278,301	 	 	 	264,386	 	 	 	91,335	 	 	 	335	 	 	 	(3,321	)	 	 	(2,986	)	 	$	878	 
	97	 	P.D.C. EIGHTEEN L.P.
	 	 	95.00	%	 	 	(24,238	)	 	1/2/1990	 	1990	 	 	1990	 	 	13	 	 	574,259	 	 	 	545,546	 	 	 	439,042	 	 	 	(58,817	)	 	 	(15,965	)	 	 	(74,782	)	 	$	21,979	 
	98	 	P.D.C.TWENTY TWO L.P.
	 	 	99.00	%	 	 	(17,515	)	 	10/1/1989	 	1989	 	 	1990	 	 	13	 	 	522,641	 	 	 	517,415	 	 	 	306,853	 	 	 	(44,140	)	 	 	(11,158	)	 	 	(55,298	)	 	$	16,253	 
	101	 	PARKWOOD ASSOCIATES
	 	 	95.00	%	 	 	(15,084	)	 	4/1/1989	 	1989	 	 	1989	 	 	12	 	 	449,353	 	 	 	426,885	 	 	 	200,587	 	 	 	(26,627	)	 	 	(7,298	)	 	 	(33,924	)	 	$	16,178	 
	102	 	PECAN VILLA APPARTMENTS
	 	 	99.00	%	 	 	(17,985	)	 	6/3/1988	 	1988	 	 	1988	 	 	11	 	 	560,334	 	 	 	554,731	 	 	 	481,518	 	 	 	(29,179	)	 	 	(17,510	)	 	 	(46,689	)	 	$	22,265	 
	105	 	POCOMOKE VILLAS LTD.
	 	 	95.00	%	 	 	(38,914	)	 	1/1/1988	 	1988	 	 	1989	 	 	12	 	 	777,952	 	 	 	739,054	 	 	 	648,026	 	 	 	(76,803	)	 	 	(23,565	)	 	 	(100,367	)	 	$	47,863	 
	107	 	REGENCY APTS OF RENO
	 	 	95.00	%	 	 	0	 	 	12/21/1988	 	1988	 	 	1989	 	 	12	 	 	328,499	 	 	 	312,074	 	 	 	226,729	 	 	 	(10,717	)	 	 	(8,245	)	 	 	(18,962	)	 	$	9,042	 
	108	 	REGENCY PLAZA
	 	 	99.00	%	 	 	(12,979	)	 	4/1/1988	 	1988	 	 	1988	 	 	11	 	 	411,446	 	 	 	407,332	 	 	 	226,924	 	 	 	(21,618	)	 	 	(8,252	)	 	 	(29,859	)	 	$	14,244	 
	109	 	RESERVOIR HILL L.P.V.
	 	 	95.00	%	 	 	(49,713	)	 	2/13/1990	 	1990	 	 	1990	 	 	13	 	 	600,483	 	 	 	570,459	 	 	 	(141,571	)	 	 	(9,444	)	 	 	5,148	 	 	 	(4,296	)	 	$	2,049	 
	111	 	RIDGE VIEW APARTMENTS
	 	 	95.00	%	 	 	(32,738	)	 	2/29/1988	 	1988	 	 	1988	 	 	11	 	 	679,379	 	 	 	645,410	 	 	 	644,136	 	 	 	(34,704	)	 	 	(13,423	)	 	 	(58,127	)	 	$	27,719	 
	112	 	RIDGECREST APARTMENTS
	 	 	95.00	%	 	 	(16,054	)	 	2/5/1988	 	1988	 	 	1988	 	 	11	 	 	357,686	 	 	 	339,802	 	 	 	296,351	 	 	 	(45,674	)	 	 	(10,776	)	 	 	(56,450	)	 	$	26,920	 
	115	 	ROLLING MEADOW II L.P.
	 	 	99.00	%	 	 	(21,947	)	 	1/1/1989	 	1989	 	 	1989	 	 	12	 	 	555,700	 	 	 	550,143	 	 	 	417,028	 	 	 	(36,013	)	 	 	(15,165	)	 	 	(51,178	)	 	$	24,405	 
	116	 	RUSSELL SEPTEMBER HSING
	 	 	95.00	%	 	 	(6,291	)	 	12/30/1987	 	1987	 	 	1988	 	 	11	 	 	107,462	 	 	 	161,939	 	 	 	140,679	 	 	 	(10,969	)	 	 	(5,116	)	 	 	(16,084	)	 	$	7,670	 
	117	 	SACRAMENTO, LTD.
	 	 	95.00	%	 	 	(17,028	)	 	12/8/1988	 	1988	 	 	1989	 	 	12	 	 	429,627	 	 	 	408,146	 	 	 	333,647	 	 	 	(8,620	)	 	 	(12,133	)	 	 	(20,753	)	 	$	9,897	 
	119	 	SOMERSET WEST HILLS II
	 	 	95.00	%	 	 	(11,960	)	 	3/18/1989	 	1989	 	 	1989	 	 	12	 	 	285,222	 	 	 	270,961	 	 	 	201,296	 	 	 	(22,041	)	 	 	(7,320	)	 	 	(29,361	)	 	$	14,001	 
	120	 	SOUTHEASTERN ASSOCIATES
	 	 	99.00	%	 	 	(20,615	)	 	6/1/1988	 	1988	 	 	1989	 	 	12	 	 	753,335	 	 	 	745,802	 	 	 	568,691	 	 	 	(29,842	)	 	 	(20,680	)	 	 	(50,521	)	 	$	24,092	 
	123	 	ST. ROSE ASSOCIATES
	 	 	99.00	%	 	 	(16,815	)	 	10/1/1988	 	1988	 	 	1989	 	 	12	 	 	420,925	 	 	 	416,716	 	 	 	313,821	 	 	 	(14,359	)	 	 	(11,412	)	 	 	(25,771	)	 	$	12,289	 
	124	 	STREAMSIDE ASSOCIATES
	 	 	99.00	%	 	 	0	 	 	8/6/1989	 	1989	 	 	1989	 	 	12	 	 	608,380	 	 	 	602,296	 	 	 	275,604	 	 	 	(25,359	)	 	 	(10,022	)	 	 	(35,381	)	 	$	16,872	 
	127	 	SUN RISE APTS. NORTH
	 	 	95.00	%	 	 	(36,638	)	 	12/8/1989	 	1989	 	 	1989	 	 	12	 	 	852,268	 	 	 	809,655	 	 	 	581,999	 	 	 	(55,618	)	 	 	(21,164	)	 	 	(76,781	)	 	$	36,615	 
	128	 	SUNRISE APARTMENTS
	 	 	99.00	%	 	 	(6,298	)	 	12/20/1988	 	1988	 	 	1989	 	 	12	 	 	207,509	 	 	 	205,434	 	 	 	163,977	 	 	 	(12,867	)	 	 	(5,963	)	 	 	(18,830	)	 	$	8,979	 
	129	 	TAFT GARDENS
	 	 	95.00	%	 	 	(10,191	)	 	3/1/1987	 	1987	 	 	1988	 	 	11	 	 	301,895	 	 	 	286,800	 	 	 	297,182	 	 	 	(14,675	)	 	 	(10,807	)	 	 	(25,481	)	 	$	12,151	 
	130	 	TAFT TERRACE
	 	 	95.00	%	 	 	(19,249	)	 	3/1/1987	 	1987	 	 	1988	 	 	11	 	 	396,910	 	 	 	377,065	 	 	 	401,580	 	 	 	(22,801	)	 	 	(14,603	)	 	 	(37,404	)	 	$	17,837	 
	134	 	WAYLAND APARTMENTS
	 	 	99.00	%	 	 	(3,564	)	 	8/26/1988	 	1988	 	 	1988	 	 	11	 	 	105,599	 	 	 	104,543	 	 	 	81,235	 	 	 	(12,326	)	 	 	(2,954	)	 	 	(15,281	)	 	$	7,287	 
	135	 	WEST MEADOW II APTS
	 	 	95.00	%	 	 	(4,480	)	 	10/17/1988	 	1988	 	 	1989	 	 	12	 	 	450,308	 	 	 	427,793	 	 	 	364,836	 	 	 	(39,874	)	 	 	(13,267	)	 	 	(53,141	)	 	$	25,342	 
	136	 	WEXFORD ASSOCIATES L.P.
	 	 	95.00	%	 	 	0	 	 	5/1/1989	 	1989	 	 	1989	 	 	12	 	 	453,459	 	 	 	430,786	 	 	 	326,877	 	 	 	(30,887	)	 	 	(31,886	)	 	 	(42,774	)	 	$	20,398	 
	137	 	WILLOW HAVEN
	 	 	99.00	%	 	 	(24,580	)	 	1/2/1988	 	1988	 	 	1988	 	 	11	 	 	685,036	 	 	 	678,186	 	 	 	671,055	 	 	 	(59,422	)	 	 	(24,402	)	 	 	(83,824	)	 	$	39,973	 
	138	 	WOLCOTT ASSOCIATES
	 	 	95.00	%	 	 	(35,081	)	 	12/1/1988	 	1988	 	 	1988	 	 	11	 	 	850,206	 	 	 	807,696	 	 	 	510,899	 	 	 	(47,347	)	 	 	(81,577	)	 	 	(65,924	)	 	$	31,437	 
	139	 	WOODCREST APARTMENTS, LTD.
	 	 	99.00	%	 	 	(17,439	)	 	1/2/1987	 	1987	 	 	1988	 	 	11	 	 	534,802	 	 	 	529,454	 	 	 	419,168	 	 	 	(25,667	)	 	 	(15,242	)	 	 	(40,909	)	 	$	19,509	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	(1,202,527	)	 	 	 	 	 	 	 	 	 	 	 	 	36,807,579	 	 	 	35,557,292	 	 	 	25,264,304	 	 	 	(2,279,031	)	 	 	(918,702	)	 	 	(3,197,733	)	 	$	1,524,918	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	754 Deduction 50%
Purchase Price	 	$	1,524,918	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	754 Deduction 16.5% Purchase Price	 	$	534,494	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	754 Deduction 50%
Purchase Price	 	$	1,740,588	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Sale Price	 	$	3,300,000	 







 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Exhibit A to Contract to Purchase	 	Year	 	Year	 	Year	 	Year	 	Year	 	Year	 	Year
	 	 	 	 	Bayfield Low Income Housing LP with MPF	 	22	 	23	 	24	 	25	 	26	 	27	 	28
	APARTMENT	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COMPLEX	 	 	 	2025 ESTIMATED	 	2026 ESTIMATED	 	2027 ESTIMATED	 	2028 ESTIMATED	 	2029 ESTIMATED	 	2030 ESTIMATED	 	2031 ESTIMATED
	NUMBER	 	APARTMENT COMPLEX	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS
WITH 754
	 	3	 	 	ALBANY COMMONS, LTD.
	 	 	8,361	 	 	 	8,361	 	 	 	8,361	 	 	 	8,361	 	 	 	8,361	 	 	 	8,361	 	 	 	8,361	 
	 	6	 	 	BAKER HEIGHTS II LTD.
	 	 	12,532	 	 	 	12,532	 	 	 	12,532	 	 	 	12,532	 	 	 	12,532	 	 	 	12,532	 	 	 	12,532	 
	 	7	 	 	BAYSHORE NORTH APTS-IV
	 	 	(12,896	)	 	 	(12,896	)	 	 	(12,896	)	 	 	(12,896	)	 	 	(12,896	)	 	 	(12,896	)	 	 	(12,896	)
	 	8	 	 	BELFAST HOUSING ASSOC
	 	 	29,839	 	 	 	29,839	 	 	 	29,839	 	 	 	29,839	 	 	 	29,839	 	 	 	29,839	 	 	 	29,839	 
	 	9	 	 	BEREA SUMMIT, LTD.
	 	 	6,840	 	 	 	6,840	 	 	 	6,840	 	 	 	6,840	 	 	 	6,840	 	 	 	6,840	 	 	 	6,840	 
	 	10	 	 	BERKSHIRE APARTMENTS#2
	 	 	(1,263	)	 	 	(1,263	)	 	 	(1,263	)	 	 	(1,263	)	 	 	(1,263	)	 	 	(1,263	)	 	 	(1,263	)
	 	11	 	 	BLACES
LIMITED PTNRSHP
	 	 	(13,366	)	 	 	(13,366	)	 	 	(13,366	)	 	 	(13,366	)	 	 	(13,366	)	 	 	(13,366	)	 	 	(13,366	)
	 	13	 	 	BRENTWOOD APARTMENTS, LTD.
	 	 	8,481	 	 	 	8,481	 	 	 	8,481	 	 	 	8,481	 	 	 	8,481	 	 	 	8,481	 	 	 	8,481	 
	 	14	 	 	BRIAR HILL
APARTMENTS, LTD.
	 	 	10,890	 	 	 	10,890	 	 	 	10,890	 	 	 	10,890	 	 	 	10,890	 	 	 	10,890	 	 	 	10,890	 
	 	19	 	 	CEDAR CREST APARTMENTS
	 	 	(4,091	)	 	 	(4,091	)	 	 	(4,091	)	 	 	(4,091	)	 	 	(4,091	)	 	 	(4,091	)	 	 	(4,091	)
	 	20	 	 	CEDAR GROVE APTS
	 	 	6,430	 	 	 	6,430	 	 	 	6,430	 	 	 	6,430	 	 	 	6,430	 	 	 	6,430	 	 	 	6,430	 
	 	25	 	 	CLIFFORD
HEIGHTS APTS, LTD.
	 	 	1,411	 	 	 	1,411	 	 	 	1,411	 	 	 	1,411	 	 	 	1,411	 	 	 	1,411	 	 	 	1,411	 
	 	26	 	 	COTTONDALE VILLA APTS
	 	 	14,589	 	 	 	14,589	 	 	 	14,589	 	 	 	14,589	 	 	 	14,589	 	 	 	14,589	 	 	 	14,589	 
	 	29	 	 	CYPRESS VIEW ESTATES
	 	 	16,587	 	 	 	16,587	 	 	 	16,587	 	 	 	16,587	 	 	 	16,587	 	 	 	16,587	 	 	 	16,587	 
	 	30	 	 	DELTA TERRACE
	 	 	(38,373	)	 	 	(38,373	)	 	 	(38,373	)	 	 	(38,373	)	 	 	(38,373	)	 	 	(38,373	)	 	 	(38,373	)
	 	31	 	 	DIAMOND COURT L.P.
	 	 	(12,465	)	 	 	(12,465	)	 	 	(12,465	)	 	 	(12,465	)	 	 	(12,465	)	 	 	(12,465	)	 	 	(12,465	)
	 	34	 	 	EDMONSON PROPERTIES
	 	 	10,127	 	 	 	10,127	 	 	 	10,127	 	 	 	10,127	 	 	 	10,127	 	 	 	10,127	 	 	 	10,127	 
	 	36	 	 	ELMWOOD
ESTATES
	 	 	(12,773	)	 	 	(12,773	)	 	 	(12,773	)	 	 	(12,773	)	 	 	(12,773	)	 	 	(12,773	)	 	 	(12,773	)
	 	37	 	 	FERNWOLD-WILSON LAKE
	 	 	40,004	 	 	 	40,004	 	 	 	40,004	 	 	 	40,004	 	 	 	40,004	 	 	 	40,004	 	 	 	40,004	 
	 	38	 	 	FIELDCREAST, LTD.
	 	 	(10,662	)	 	 	(10,662	)	 	 	(10,662	)	 	 	(10,662	)	 	 	(10,662	)	 	 	(10,662	)	 	 	(10,662	)
	 	41	 	 	FOLSOM SOUTH VENTURE
	 	 	(29,846	)	 	 	(29,846	)	 	 	(29,846	)	 	 	(29,846	)	 	 	(29,846	)	 	 	(29,846	)	 	 	(29,846	)
	 	42	 	 	FOREST PARK APARTMENTS
	 	 	7,564	 	 	 	7,564	 	 	 	7,564	 	 	 	7,564	 	 	 	7,564	 	 	 	7,564	 	 	 	7,564	 
	 	44	 	 	GASLIGHT
SQUAREAPTS., LTD.
	 	 	(4,958	)	 	 	(4,958	)	 	 	(4,958	)	 	 	(4,958	)	 	 	(4,958	)	 	 	(4,958	)	 	 	(4,958	)
	 	45	 	 	GATEWOOD APARTMENT LTD
	 	 	(9,151	)	 	 	(9,151	)	 	 	(9,151	)	 	 	(9,151	)	 	 	(9,151	)	 	 	(9,151	)	 	 	(9,151	)
	 	46	 	 	GIBSLAND VILLAS LIMITED
	 	 	11,417	 	 	 	11,417	 	 	 	11,417	 	 	 	11,417	 	 	 	11,417	 	 	 	11,417	 	 	 	11,417	 
	 	48	 	 	GLENMORA APARTMENTS
	 	 	(4,663	)	 	 	(4,663	)	 	 	(4,663	)	 	 	(4,663	)	 	 	(4,663	)	 	 	(4,663	)	 	 	(4,663	)
	 	49	 	 	GREENLEAF GARDENS
	 	 	18,403	 	 	 	18,403	 	 	 	18,403	 	 	 	18,403	 	 	 	18,403	 	 	 	18,403	 	 	 	18,403	 
	 	51	 	 	HAGEWOOD APARTMENTS
	 	 	4,635	 	 	 	4,635	 	 	 	4,635	 	 	 	4,635	 	 	 	4,635	 	 	 	4,635	 	 	 	4,635	 
	 	53	 	 	HIDDEN HILL APARTMENTS, LTD.
	 	 	(3,326	)	 	 	(3,326	)	 	 	(3,326	)	 	 	(3,326	)	 	 	(3,326	)	 	 	(3,326	)	 	 	(3,326	)
	 	54	 	 	HILLTOP MANOR APTS
	 	 	(16,916	)	 	 	(16,916	)	 	 	(16,916	)	 	 	(16,916	)	 	 	(16,916	)	 	 	(16,916	)	 	 	(16,916	)
	 	55	 	 	HILLWOOD LTD.
	 	 	(8,297	)	 	 	(8,297	)	 	 	(8,297	)	 	 	(8,297	)	 	 	(8,297	)	 	 	(8,297	)	 	 	(8,297	)
	 	59	 	 	INDIANWOOD APTS II
	 	 	(10,064	)	 	 	(10,064	)	 	 	(10,064	)	 	 	(10,064	)	 	 	(10,064	)	 	 	(10,064	)	 	 	(10,064	)
	 	61	 	 	JONESVILLE APTS FOR SR.
	 	 	(7,806	)	 	 	(7,806	)	 	 	(7,806	)	 	 	(7,806	)	 	 	(7,806	)	 	 	(7,806	)	 	 	(7,806	)
	 	64	 	 	LAGRANGE APARTMENTS-II
	 	 	(1,874	)	 	 	(1,874	)	 	 	(1,874	)	 	 	(1,874	)	 	 	(1,874	)	 	 	(1,874	)	 	 	(1,874	)
	 	67	 	 	LAKEVIEW ESTATES
	 	 	(17,341	)	 	 	(17,341	)	 	 	(17,341	)	 	 	(17,341	)	 	 	(17,341	)	 	 	(17,341	)	 	 	(17,341	)
	 	68	 	 	LAKEWOOD APARTMENTS II
	 	 	(2,182	)	 	 	(2,182	)	 	 	(2,182	)	 	 	(2,182	)	 	 	(2,182	)	 	 	(2,182	)	 	 	(2,182	)
	 	69	 	 	LARUE PROPERTIES, LTD.
	 	 	38,162	 	 	 	38,162	 	 	 	38,162	 	 	 	38,162	 	 	 	38,162	 	 	 	38,162	 	 	 	38,162	 
	 	70	 	 	LAS ROSAS II, LTD.
	 	 	17,649	 	 	 	17,649	 	 	 	17,649	 	 	 	17,649	 	 	 	17,649	 	 	 	17,649	 	 	 	17,649	 
	 	73	 	 	LEWIS APARTMENTS CO
	 	 	(1,168	)	 	 	(1,168	)	 	 	(1,168	)	 	 	(1,168	)	 	 	(1,168	)	 	 	(1,168	)	 	 	(1,168	)
	 	74	 	 	LEWISTOWN APARTMENTS
	 	 	(5,123	)	 	 	(5,123	)	 	 	(5,123	)	 	 	(5,123	)	 	 	(5,123	)	 	 	(5,123	)	 	 	(5,123	)
	 	78	 	 	MAGNOLIA PLAZA APTS
	 	 	(42,042	)	 	 	(42,042	)	 	 	(42,042	)	 	 	(42,042	)	 	 	(42,042	)	 	 	(42,042	)	 	 	(42,042	)
	 	79	 	 	MANOR APTS-CADDO MILLS
	 	 	(1,263	)	 	 	(1,263	)	 	 	(1,263	)	 	 	(1,263	)	 	 	(1,263	)	 	 	(1,263	)	 	 	(1,263	)
	 	81	 	 	MAPLE HILL APARTMENTS
	 	 	(13,167	)	 	 	(13,167	)	 	 	(13,167	)	 	 	(13,167	)	 	 	(13,167	)	 	 	(13,167	)	 	 	(13,167	)
	 	82	 	 	MARION HOUSING
	 	 	(20,970	)	 	 	(20,970	)	 	 	(20,970	)	 	 	(20,970	)	 	 	(20,970	)	 	 	(20,970	)	 	 	(20,970	)
	 	83	 	 	MEADOWLAND APARTMENTS
	 	 	(8,754	)	 	 	(8,754	)	 	 	(8,754	)	 	 	(8,754	)	 	 	(8,754	)	 	 	(8,754	)	 	 	(8,754	)
	 	86	 	 	MOSSWOOD APARTMENTS
	 	 	21,320	 	 	 	21,320	 	 	 	21,320	 	 	 	21,320	 	 	 	21,320	 	 	 	21,320	 	 	 	21,320	 
	 	87	 	 	MOUNTAIN VIEW APTS II, LTD.
	 	 	(4,000	)	 	 	(4,000	)	 	 	(4,000	)	 	 	(4,000	)	 	 	(4,000	)	 	 	(4,000	)	 	 	(4,000	)
	 	88	 	 	MUNFORDVILLE
	 	 	(1,518	)	 	 	(1,518	)	 	 	(1,518	)	 	 	(1,518	)	 	 	(1,518	)	 	 	(1,518	)	 	 	(1,518	)
	 	89	 	 	NEW CANEY OAKS
	 	 	5,773	 	 	 	5,773	 	 	 	5,773	 	 	 	5,773	 	 	 	5,773	 	 	 	5,773	 	 	 	5,773	 
	 	90	 	 	NORTH DEER CREEK, LTD.
	 	 	(4,065	)	 	 	(4,065	)	 	 	(4,065	)	 	 	(4,065	)	 	 	(4,065	)	 	 	(4,065	)	 	 	(4,065	)
	 	91	 	 	OAK VALLEY PLACE II
	 	 	7,642	 	 	 	7,642	 	 	 	7,642	 	 	 	7,642	 	 	 	7,642	 	 	 	7,642	 	 	 	7,642	 
	 	94	 	 	OLD OAK ESTATES
	 	 	(26,548	)	 	 	(26,548	)	 	 	(26,548	)	 	 	(26,548	)	 	 	(26,548	)	 	 	(26,548	)	 	 	(26,548	)

















 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Exhibit A to Contract to Purchase	 	Year	 	Year	 	Year	 	Year	 	Year	 	Year	 	Year	 	 	 	 
	 	 	 	 	Bayfield Low Income Housing LP with MPF	 	22	 	23	 	24	 	25	 	26	 	27	 	28	 	 	 	 
	APARTMENT	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COMPLEX	 	 	 	2025 ESTIMATED	 	2026 ESTIMATED	 	2027 ESTIMATED	 	2028 ESTIMATED	 	2029 ESTIMATED	 	2030 ESTIMATED	 	2031 ESTIMATED	 	 	 	 
	NUMBER	 	APARTMENT COMPLEX	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754	 	LOSS WITH 754	 	 	 	 
	 	95	 	 	ONION CREEK
	 	 	(2,278	)	 	 	(2,278	)	 	 	(2,278	)	 	 	(2,278	)	 	 	(2,278	)	 	 	(2,278	)	 	 	(2,278	)	 	 	 	 
	 	96	 	 	ORCHARD COMMONS, LTD
	 	 	17,351	 	 	 	17,350	 	 	 	17,351	 	 	 	17,351	 	 	 	17,351	 	 	 	17,351	 	 	 	17,351	 	 	 	 	 
	 	97	 	 	P.D.C EIGHTEEN L.P.
	 	 	(32,817	)	 	 	(32,817	)	 	 	(32,817	)	 	 	(32,817	)	 	 	(32,817	)	 	 	(32,817	)	 	 	(32,817	)	 	 	 	 
	 	98	 	 	P.D.C. TWENTY TWO L.P.
	 	 	(15,497	)	 	 	(15,497	)	 	 	(15,497	)	 	 	(15,497	)	 	 	(15,497	)	 	 	(15,497	)	 	 	(15,497	)	 	 	 	 
	 	101	 	 	PARKWOOD ASSOCIATION
	 	 	3,522	 	 	 	3,522	 	 	 	3,522	 	 	 	3,522	 	 	 	3,522	 	 	 	3,522	 	 	 	3,522	 	 	 	 	 
	 	102	 	 	PECAN VILLA APARTMENTS
	 	 	4,250	 	 	 	4,250	 	 	 	4,250	 	 	 	4,250	 	 	 	4,250	 	 	 	4,250	 	 	 	4,250	 	 	 	 	 
	 	105	 	 	POCOMOKE VILLAS LTD.
	 	 	(35,538	)	 	 	(35,538	)	 	 	(35,538	)	 	 	(35,538	)	 	 	(35,538	)	 	 	(35,538	)	 	 	(35,538	)	 	 	 	 
	 	107	 	 	REGENCY APTS OF RENO
	 	 	8,413	 	 	 	8,413	 	 	 	8,413	 	 	 	8,413	 	 	 	8,413	 	 	 	8,413	 	 	 	8,413	 	 	 	 	 
	 	108	 	 	REGENCY PLAZA
	 	 	7,535	 	 	 	7,535	 	 	 	7,535	 	 	 	7,535	 	 	 	7,535	 	 	 	7,535	 	 	 	7,535	 	 	 	 	 
	 	109	 	 	RESERVOIR HILL L.P.V
	 	 	39,586	 	 	 	39,586	 	 	 	39,586	 	 	 	39,586	 	 	 	39,586	 	 	 	39,586	 	 	 	39,586	 	 	 	 	 
	 	111	 	 	RIDGE VIEW APARTMENTS
	 	 	3,635	 	 	 	3,635	 	 	 	3,635	 	 	 	3,635	 	 	 	3,635	 	 	 	3,635	 	 	 	3,635	 	 	 	 	 
	 	112	 	 	RIDGECREST APARTMENTS
	 	 	(23,934	)	 	 	(23,934	)	 	 	(23,934	)	 	 	(23,934	)	 	 	(23,934	)	 	 	(23,934	)	 	 	(23,934	)	 	 	 	 
	 	115	 	 	ROLLING MEADOW II L.P.
	 	 	(4,870	)	 	 	(4,870	)	 	 	(4,870	)	 	 	(4,870	)	 	 	(4,870	)	 	 	(4,870	)	 	 	(4,870	)	 	 	 	 
	 	116	 	 	RUSSELL SEPTEMBER HSING
	 	 	(588	)	 	 	(588	)	 	 	(588	)	 	 	(588	)	 	 	(588	)	 	 	(588	)	 	 	(588	)	 	 	 	 
	 	117	 	 	SACRAMENTO, LTD.
	 	 	15,049	 	 	 	15,049	 	 	 	15,049	 	 	 	15,049	 	 	 	15,049	 	 	 	15,049	 	 	 	15,049	 	 	 	 	 
	 	119	 	 	SOMERSET WEST. HILLS II
	 	 	(5,592	)	 	 	(5,592	)	 	 	(5,592	)	 	 	(5,592	)	 	 	(5,592	)	 	 	(5,592	)	 	 	(5,592	)	 	 	 	 
	 	120	 	 	SOUTHEASTERN ASSOCIATES
	 	 	12,257	 	 	 	12,257	 	 	 	12,257	 	 	 	12,257	 	 	 	12,257	 	 	 	12,257	 	 	 	12,257	 	 	 	 	 
	 	123	 	 	ST. ROSE ASSOCIATES
	 	 	9,306	 	 	 	9,306	 	 	 	9,306	 	 	 	9,306	 	 	 	9,306	 	 	 	9,306	 	 	 	9,306	 	 	 	 	 
	 	124	 	 	STREAMSIDE ASSOCIATES
	 	 	15,318	 	 	 	15,318	 	 	 	15,318	 	 	 	15,318	 	 	 	15,318	 	 	 	15,318	 	 	 	15,318	 	 	 	 	 
	 	127	 	 	SUN RISE APTS. NORTH
	 	 	(5,759	)	 	 	(5,759	)	 	 	(5,759	)	 	 	(5,759	)	 	 	(5,759	)	 	 	(5,759	)	 	 	(5,759	)	 	 	 	 
	 	128	 	 	SUNRISE APARTMENTS
	 	 	(1,537	)	 	 	(1,507	)	 	 	(1,537	)	 	 	(1,537	)	 	 	(1,537	)	 	 	(1,537	)	 	 	(1,537	)	 	 	 	 
	 	129	 	 	TAFT GARDENS
	 	 	1,964	 	 	 	1,964	 	 	 	1,964	 	 	 	1,964	 	 	 	1,964	 	 	 	1,964	 	 	 	1,964	 	 	 	 	 
	 	130	 	 	TAFT TERRACE
	 	 	(1,321	)	 	 	(1,321	)	 	 	(1,321	)	 	 	(1,321	)	 	 	(1,321	)	 	 	(1,321	)	 	 	(1,321	)	 	 	 	 
	 	134	 	 	WAYLAND APARTMENTS
	 	 	(5,681	)	 	 	(5,681	)	 	 	(5,681	)	 	 	(5,681	)	 	 	(5,681	)	 	 	(5,681	)	 	 	(5,681	)	 	 	 	 
	 	135	 	 	WEST MEADOW
II APTS
	 	 	(15,615	)	 	 	(15,615	)	 	 	(15,615	)	 	 	(15,615	)	 	 	(15,615	)	 	 	(15,615	)	 	 	(15,615	)	 	 	 	 
	 	136	 	 	WEXFORD ASSOCIATES L.P.
	 	 	(4,986	)	 	 	(4,986	)	 	 	(4,986	)	 	 	(4,986	)	 	 	(4,986	)	 	 	(4,986	)	 	 	(4,986	)	 	 	 	 
	 	137	 	 	WILLOW HAVEN
	 	 	(21,548	)	 	 	(21,548	)	 	 	(21,548	)	 	 	(21,548	)	 	 	(21,548	)	 	 	(21,548	)	 	 	(21,548	)	 	 	 	 
	 	138	 	 	WOLCOTT ASSOCIATES
	 	 	11,368	 	 	 	11,368	 	 	 	11,368	 	 	 	11,368	 	 	 	11,368	 	 	 	11,368	 	 	 	11,368	 	 	 	 	 
	 	139	 	 	WOODCREST
APARTMENTS, LTD.
	 	 	7,709	 	 	 	7,709	 	 	 	7,709	 	 	 	7,709	 	 	 	7,709	 	 	 	7,709	 	 	 	7,709	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(72,573	)	 	 	(72,573	)	 	 	(72,573	)	 	 	(72,573	)	 	 	(72,573	)	 	 	(72,573	)	 	 	(72,573	)	 	 	 	 
	 	 	 	 	 
	 	 	30,000	 	 	 	30,000	 	 	 	30,000	 	 	 	30,000	 	 	 	30,000	 	 	 	30,000	 	 	 	30,000	 	 	 	 	 
	 	 	 	 	 
	 	 	(55,452	)	 	 	(55,452	)	 	 	(55,452	)	 	 	(55,452	)	 	 	(55,452	)	 	 	(55,452	)	 	 	(13,863	)	 	 	(1,524,918	)
	 	 	 	 	 
	 	 	(1,254	)	 	 	(1,254	)	 	 	(1,254	)	 	 	(1,254	)	 	 	(1,254	)	 	 	(1,254	)	 	 	(627	)	 	 	(34,494	)
	 	 	 	 	 
	 	 	(63,294	)	 	 	(63,294	)	 	 	(63,294	)	 	 	(63,294	)	 	 	(63,294	)	 	 	(63,294	)	 	 	(31,647	)	 	 	(1,740,588	)
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(3,300,000	)
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(162,573	)	 	 	(162,573	)	 	 	(162,573	)	 	 	(162,573	)	 	 	(162,573	)	 	 	(162,573	)	 	 	(88,710	)	 	 	(37,600,659	)







81









 






Exhibit A-1 to Contract to Purchase

Bayfield Low Income Housing LP with MPF Bayfield Acquisition LLC



2005 Partnerships




	 	 	 
	APARTMENT	 	 
	COMPLEX	 	 
	NUMBER	 	APARTMENT COMPLEX
	3

9

19

96

97

98

	 	ALBANY COMMONS, LTD.

BEREA SUMMIT, LTD.

CEDAR. CREST APARTMENTS

ORCHARD COMMONS, LTD.

P.D.C. EIGHTEEN L.P.

P.D.C. TWENTY TWO L.P.








 









 








SECURED PROMISSORY NOTE




	 	 	 
	$238,000.00 

	 	October 1, 2004

Bismarck, North Dakota





FOR VALUE RECEIVED, the undersigned MPF BAYFIELD ACQUISITION, LLC, a
California limited liability company having an office at c/o Mackenzie Patterson Fuller,
Inc.,
1640 School Street, Moraga, CA 94556 (referred to herein as “Maker”), promises to pay to the
order of BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP, a Delaware
limited partnership having an office c/o Megan Asset Management, Inc., 1424 W. Century
Avenue, Suite 102, Bismarck, ND 58503 (referred to herein as “Payee”), at 1424 W. Century
Avenue, Suite 102, Bismarck, ND 58503, or at such other place as Payee may designate in
writing, from time to time, in legal tender of the United States of America, the sum of TWO
HUNDRED THIRTY EIGHT THOUSAND AND NO/100 DOLLARS ($238,000.00) (the
“Payment”), which includes interest accruing at the rate of Five Percent (5%) per annum
through the Maturity Date (as hereinafter defined). The Payment shall be payable on June 15,
2005 (the “Maturity Date”). To the extent that the Balance is not paid on the Maturity Date,
Maker shall pay interest on such unpaid portion of the Payment at the rate of One and a Half
Percent (1.5%) per month (“Default Interest”) from the Maturity Date until such unpaid portion
of the Payment and the Default Interest have been paid to Payee.




     This Note is made pursuant to that certain Contract to Purchase Limited Partnership
Interests dated as of October 1, 2004 (the “Purchase Contract”) among Payee, Maker and
MacKenzie Patterson Fuller, Inc. This Note is secured by (i) the Security Agreement of even
date herewith (the “Security Agreement”) made by Maker in favor of Payee, and encumbering
the Partnership Interests (as defined in the Purchase Contract) being purchased by Maker
under
the Purchase Contract and (ii) the Guaranty of even date
herewith made by MacKenzie Patterson
Fuller, Inc. in favor of Payee. This Note is entitled to the protection of the Security
Agreement,
the terms of which are by this reference incorporated herein. At the option of Payee, any
default
under the terms of the Purchase Contract, the Guaranty or the Security Agreement shall
constitute a default hereunder.



     The indebtedness evidenced by this Note may not be prepaid in whole or in part at any
time.




     The interest on this Note shall never be greater than an amount which, if added to the
amount of any discount, additional fees, or charges paid by Maker which constitute interest
under the laws of the State of New York, would cause the total interest to exceed the maximum
rate of interest chargeable to the Maker under such law. If Payee shall receive any payment
which is in excess of the maximum rate permitted to be charged under such law, such payment
shall automatically be applied to reduce the principal sum outstanding on this Note. This
provision shall control every other provision of all agreements between Maker and Payee.



 









 




THIS NOTE, THE RIGHTS OF THE PARTIES HEREUNDER AND THE
INTERPRETATION HEREOF SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF. AT THE
OPTION OF PAYEE, THIS NOTE MAY BE ENFORCED IN ANY UNITED STATES
DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA OR THE STATE
COURT SITTING IN CONTRA COSTA COUNTY, CALIFORNIA; MAKER CONSENTS TO
THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY
ARGUMENT THAT JURISDICTION IN SUCH FORUMS IS NOT PROPER OR THAT
VENUE IN SUCH FORUMS IS NOT CONVENIENT. IF AN ACTION IS COMMENCED IN
ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY
ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS
NOTE, PAYEE AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE
TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE DESCRIBED,
OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW,
TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.



AS A MATERIAL INDUCEMENT FOR PAYEE TO EXTEND THE CREDIT EVIDENCED
HEREBY, PAYEE AND MAKER KNOWINGLY, VOLUNTARILY, AND
INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY
WITH RESPECT TO ANY LITIGATION ARISING OUT OF, UNDER, OR IN
CONNECTION WITH THIS NOTE, THE OBLIGATION EVIDENCED HEREBY, ALL
DOCUMENTS AND AGREEMENTS EXECUTED OR CONTEMPLATED TO BE
EXECUTED IN CONNECTION WITH THE PURCHASE CONTRACT, AND ANY COURSE
OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
WRITTEN), OR ACTIONS OF EITHER PARTY.




MPF
BAYFIELD ACQUISITION, LLC

By: MacKenzie Patterson Fuller, Inc., its Manager




	 	 	 	 	 
	 

	 	 	 	 
	By:

	 	/s/ C. E. Patterson	 	 
	 	 	 	 	 
	 

	 	C. E. Patterson, President	 	 






2









 






	 	 	 
	STATE OF CALIFORNIA

 COUNTY
OF CONTRA COSTA

	 	)

ss:

)






     On this the 23 day of December, 2004 before me, the undersigned, a notary public of
said state, duly commissioned and sworn, personally appeared C. E. Patterson, who is
personally known to me to be the individual who executed and delivered the foregoing instrument, and he duly
acknowledged to me that he executed and delivered the same in his capacity as the President of
MacKenzic Patterson Fuller, Inc., the Manager of MPF Bayfield Acquisition, LLC on behalf of
said company and for the purposes therein contained.



     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and
year first above written.



	 	 	 	 	 
	/s/
Barbara Lim
	 	 	 	 
	 	 	 	 	 
	Notary Public

	 	 	 	






3









 






SECURED PROMISSORY NOTE




	 	 	 
	$320,912.00 

	 	October 1, 2004

Bismarck, North Dakota





FOR VALUE RECEIVED, the undersigned MPF BAYFIELD ACQUISITION, LLC, a
California limited liability company having an office at c/o Mackenzie Patterson Fuller, Inc.,
1640 School Street, Moraga, CA 94556 (referred to herein as “Maker”), promises to pay to the
order of BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP, a Delaware
limited partnership having an office c/o Megan Asset Management, Inc., 1424 W. Century
Avenue, Suite 102, Bismarck, ND 58503 (referred to herein as “payee”), at 1424 W. Century
Avenue, Suite 102, Bismarck, ND 58503, or at such other place as Payee may designate in
writing, from time to time, in legal tender of the United States of America, the sum of THREE
HUNDRED TWENTY THOUSAND NINE HUNDRED TWELVE AND NO/100
DOLLARS ($320,912.00) (the “Balance”), which includes interest accruing at the rate of Five
Percent (5%) per annum through the Maturity Date (as hereinafter defined). The Balance shall
be payable on June 15, 2006 (the “Maturity Date”). To the extent that the Balance is not paid on
the Maturity Date, Maker shall pay interest on such unpaid portion of the Balance at the rate of
One and a Half Percent (1.5%) per month (“Default Interest”) from the Maturity Date until
such unpaid portion of the Balance and the Default Interest have been paid to Payee.




     This Note is made pursuant to that certain Contract to Purchase Limited Partnership
Interests dated as of October 1, 2004 (the “Purchase Contract”) among Payee, Maker and
MacKenzie Patterson Fuller, Inc. This Note is secured by (i) the Security Agreement of even
date herewith (the “Security Agreement”) made by Maker in favor of Payee, and encumbering
the Partnership Interests (as defined in the Purchase Contract) being purchased by Maker
under
the Purchase Contract and (ii) the Guaranty of even date herewith made by MacKenzie Patterson
Fuller, Inc. in favor of Payee. This Note is entitled to the protection of the Security
Agreement,
the terms of which are by this reference incorporated herein. At the option of Payee, any
default
under the terms of the Purchase Contract, the Guaranty or the Security Agreement shall
constitute a default hereunder.



     The indebtedness evidenced by this Note may not be prepaid in whole or in part at any
time.



     The interest on this Note shall never be greater than an amount which, if added to the
amount of any discount, additional fees, or charges paid by Maker which constitute interest
under the laws of the State of New York, would cause the total interest to exceed the maximum
rate of interest chargeable to the Maker under such law. If Payee shall receive any payment
which is in excess of the maximum rate permitted to be charged under such law, such payment
shall automatically be applied to reduce the principal sum outstanding on this Note. This
provision shall control every other provision of all agreements between Maker and Payee.



 









 




THIS NOTE, THE RIGHTS OF THE PARTIES HEREUNDER AND THE
INTERPRETATION HEREOF SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF. AT THE
OPTION OF PAYEE, THIS NOTE MAY BE ENFORCED IN ANY UNITED STATES
DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA OR THE STATE
COURT SITTING IN CONTRA COSTA COUNTY, CALIFORNIA; MAKER CONSENTS TO
THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY
ARGUMENT THAT JURISDICTION IN SUCH FORUMS IS NOT PROPER OR THAT
VENUE IN SUCH FORUMS IS NOT CONVENIENT, IF AN ACTION IS COMMENCED IN
ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY
ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS
NOTE, PAYEE AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE
TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE DESCRIBED,
OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW,
TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.



AS A MATERIAL INDUCEMENT FOR PAYEE TO EXTEND THE CREDIT EVIDENCED
HEREBY, PAYEE AND MAKER KNOWINGLY, VOLUNTARILY, AND
INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY
WITH RESPECT TO ANY LITIGATION ARISING OUT OF, UNDER, OR IN
CONNECTION WITH THIS NOTE, THE OBLIGATION EVIDENCED HEREBY, ALL
DOCUMENTS AND AGREEMENTS EXECUTED OR CONTEMPLATED TO BE
EXECUTED IN CONNECTION WITH THE PURCHASE CONTRACT, AND ANY COURSE
OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
WRITTEN), OR ACTIONS OF EITHER PARTY.




MPF BAYFIELD ACQUISITION, LLC

By: MacKenzie Patterson Fuller, Inc., its Manager




	 	 	 	 	 
	 

	 	 	 	 
	By:

	 	/s/ C. E. Patterson	 	 
	 	 	 	 	 
	 

	 	C. E. Patterson, President	 	 






2









 






	 	 	 
	STATE OF CALIFORNIA

 COUNTY
OF CONTRA COSTA

	 	)

ss:

)






     On this the 23 day of December, 2004 before me, the undersigned, a notary public of
said state, duly commissioned and sworn, personally appeared C. E. Patterson, who is
personally
known to me to be the individual who executed and delivered the foregoing instrument, and he duly
acknowledged to me that he executed and delivered the same in his capacity as the President
of MacKenzie Patterson Fuller, Inc., the Manager of MPF Bayfield Acquisition, LLC on behalf of
said company and for the purposes therein contained.



     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and
year first above written.



	 	 	 	 	 
	/s/
Barbara Lim
	 	 	 	 
	 	 	 	 	 
	Notary Public

	 	 	 	







3









 








SECURED PROMISSORY NOTE




	 	 	 
	$425,000.00 

	 	October 1, 2004

Bismarck, North Dakota





FOR VALUE RECEIVED, the undersigned MPF BAYFIELD ACQUISITION, LLC, a
California limited liability company having an office at c/o Mackenzie Patterson Fuller, Inc.,
1640 School Street, Moraga, CA 94556 (referred to herein as “Maker”), promises to pay to the
order of BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP, a Delaware
limited partnership having an office c/o Megan Asset Management, Inc., 1424 W. Century
Avenue, Suite 102, Bismarck, ND 58503 (referred to herein as “Payee”), at 1424 W. Century
Avenue, Suite 102, Bismarck, ND 58503, or at such other place as Payee may designate in
writing, from time to time, in legal tender of the United States of America, the sum of FOUR
HUNDRED TWENTY FIVE THOUSAND AND NO/100 DOLLARS ($425,000.00) (the
“Payment”), which includes interest accruing at the rate of Five Percent (5%) per annum
through the Maturity Date (as hereinafter defined). The Payment shall be payable on December
15, 2005 (the “Maturity Date”). To the extent that the Payment is not paid on the Maturity Date,
Maker shall pay interest on such unpaid portion of the Payment at the rate of One and a Half
Percent (1.5%) per month (“Default Interest”) from the Maturity Date until such unpaid portion
of the Payment and the Default Interest have been paid to Payee.




     This Note is made pursuant to that certain Contract to Purchase Limited Partnership
Interests dated as of October 1, 2004 (the “Purchase Contract”) among Payee, Maker and
MacKenzie Patterson Fuller, Inc. This Note is secured by (i) the Security Agreement of even
date herewith (the “Security Agreement”) made by Maker in favor of Payee, and encumbering
the Partnership Interests (as defined in the Purchase Contract) being purchased by Maker
under
the Purchase Contract and (ii) the Guaranty of even date herewith made by MacKenzie Patterson
Fuller, Inc. in favor of Payee. This Note is entitled to the protection of the Security
Agreement,
the terms of which are by this reference incorporated herein. At the option of Payee, any
default
under the terms of the Purchase Contract, the Guaranty or the Security Agreement shall
constitute a default hereunder.



     The indebtedness evidenced by this Note may not be prepaid in whole or in part at any
time.



     The interest on this Note shall never be greater than an amount which, if added to the
amount of any discount, additional fees, or charges paid by Maker which constitute interest
under the laws of the State of New York, would cause the total interest to exceed the maximum
rate of interest chargeable to the Maker under such law. If Payee shall receive any payment
which is in excess of the maximum rate permitted to be charged under such law, such payment
shall automatically be applied to reduce the principal sum outstanding on this Note. This
provision shall control every other provision of all agreements between Maker and Payee.



 









 




THIS NOTE, THE RIGHTS OF THE PARTIES HEREUNDER AND THE
INTERPRETATION HEREOF SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF. AT THE
OPTION OF PAYEE, THIS NOTE MAY BE ENFORCED IN ANY UNITED STATES
DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA OR THE STATE
COURT SITTING IN CONTRA COSTA COUNTY, CALIFORNIA; MAKER CONSENTS TO
THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY
ARGUMENT THAT JURISDICTION IN SUCH FORUMS IS NOT PROPER OR THAT
VENUE IN SUCH FORUMS IS NOT CONVENIENT. IF AN ACTION IS COMMENCED IN
ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY
ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS
NOTE, PAYEE AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE
TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE DESCRIBED,
OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW,
TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.



AS A MATERIAL INDUCEMENT FOR PAYEE TO EXTEND THE CREDIT EVIDENCED
HEREBY, PAYEE AND MAKER KNOWINGLY, VOLUNTARILY, AND
INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY
WITH RESPECT TO ANY LITIGATION ARISING OUT OF, UNDER, OR IN
CONNECTION WITH THIS NOTE, THE OBLIGATION EVIDENCED HEREBY, ALL
DOCUMENTS AND AGREEMENTS EXECUTED OR CONTEMPLATED TO BE
EXECUTED IN CONNECTION WITH THE PURCHASE CONTRACT, AND ANY COURSE
OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
WRITTEN), OR ACTIONS OF EITHER PARTY.




MPF BAYFIELD ACQUISITION LLC

By: MacKenzie Patterson Fuuer Inc., its Manager




	 	 	 	 	 
	 

	 	 	 	 
	By:

	 	/s/ C. E. Patterson	 	 
	 	 	 	 	 
	 

	 	C. E. Patterson, President	 	 







2









 








	 	 	 
	STATE OF CALIFORNIA

 COUNTY
OF CONTRA COSTA

	 	)

ss:

)






     On this the 23 day of December, 2004 before me, the undersigned, a notary
public of
said state, duly commissioned and sworn, personally appeared C. E. Patterson who is
personally
known to me to be the individual who executed and delivered the foregoing instrument, and he duly
acknowledged to me that he executed and delivered the same in his capacity as the President of
MacKenzie Patterson Fuller, Inc., the Manager of MPF Bayfield Acquisition, LLC on behalf of
said company and for the purposes therein contained.



     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and
year first above written.



	 	 	 	 	 
	/s/
Barbara Lim
	 	 	 	 
	 	 	 	 	 
	Notary Public

	 	 	 	







3









 








SECURED PROMISSORY NOTE




	 	 	 
	$210,000.00 

	 	October 1, 2004

Bismarck, North Dakota





FOR VALUE RECEIVED, the undersigned MPF BAYFIELD ACQUISITION, LLC, a
California limited liability company having an office at c/o Mackenzie Patterson
Fuller, Inc.,
1640 School Street, Moraga, CA 94556 (referred to herein as “Maker”), promises to pay to the
order of BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP, a Delaware
limited partnership having an office c/o Megan Asset Management, Inc., 1424 W. Century
Avenue, Suite 102, Bismarck, ND 58503 (referred to herein as “Payee”), at 1424 W. Century
        . Avenue, Suite 102, Bismarck, ND 58503, or at such other place as Payee may designate in
writing, from time to time, in legal tender of the United States of America, the sum of TWO
HUNDRED TEN THOUSAND AND NO/100 DOLLARS ($210,000.00) (the “Payment”),
which includes interest accruing at the rate of Five Percent (5%) per annum through the
Maturity Date (as hereinafter defined). The Payment shall be payable on April 15, 2005 (the
“Maturity Date”). To the extent that the Payment is not paid on the Maturity Date, Maker
shall
pay interest on such unpaid portion of the Payment at the rate of One and a Half Percent
(1.5%) per month (“Default Interest”) from the Maturity Date until such unpaid portion of the
Payment and the Default Interest have been paid to Payee.




     This Note is made pursuant to that certain Contract to Purchase Limited Partnership
Interests dated as of October 1, 2004 (the “Purchase Contract”) among Payee, Maker and
MacKenzie Patterson Fuller, Inc. This Note is secured by (i) the Security Agreement of even
date herewith (the “Security Agreement”) made by Maker in favor of Payee, and encumbering
the Partnership Interests (as defined in the Purchase Contract) being purchased by Maker
under
the Purchase Contract and (ii) the Guaranty of even date herewith made by MacKenzie Patterson
Fuller, Inc. in favor of Payee. This Note is entitled to the protection of the Security
Agreement,
the terms of which are by this reference incorporated herein. At the option of Payee, any
default
under the terms of the Purchase Contract, the Guaranty or the Security Agreement shall
constitute a default hereunder.



     The indebtedness evidenced by this Note may not be prepaid in whole or in part at any time.



     The interest on this Note shall never be greater than an amount which, if added to the
amount of any discount, additional fees, or charges paid by Maker which constitute interest
under the laws of the State of New York, would cause the total interest to exceed the maximum
rate of interest chargeable to the Maker under such law. If Payee shall receive any payment
which is in excess of the maximum rate permitted to be charged under such law, such payment
shall automatically be applied to reduce the principal sum outstanding on this Note. This
provision shall control every other provision of all agreements between Maker and Payee.



 









 




THIS NOTE, THE RIGHTS OF THE PARTIES HEREUNDER AND THE
INTERPRETATION HEREOF SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF. AT THE
OPTION OF PAYEE, THIS NOTE MAY BE ENFORCED IN ANY UNITED STATES
DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA OR THE STATE
COURT SITTING IN CONTRA COSTA COUNTY, CALIFORNIA; MAKER CONSENTS TO
THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY
ARGUMENT THAT JURISDICTION IN SUCH FORUMS IS NOT PROPER OR THAT
VENUE IN SUCH FORUMS IS NOT CONVENIENT. IF AN ACTION IS COMMENCED IN
ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY
ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS
NOTE, PAYEE AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE
TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE DESCRIBED,
OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW,
TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.



AS A MATERIAL INDUCEMENT FOR PAYEE TO EXTEND THE CREDIT EVIDENCED
HEREBY, PAYEE AND MAKER KNOWINGLY, VOLUNTARILY, AND
INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY
WITH RESPECT TO ANY LITIGATION ARISING OUT OF, UNDER, OR IN
CONNECTION WITH THIS NOTE, THE OBLIGATION EVIDENCED HEREBY, ALL
DOCUMENTS AND AGREEMENTS EXECUTED OR CONTEMPLATED TO BE
EXECUTED IN CONNECTION WITH THE PURCHASE CONTRACT, AND ANY COURSE
OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
WRITTEN), OR ACTIONS OF EITHER PARTY.




MPF BAYFIELD ACQUISITION, LLC

By: MacKenzie Patterson Fuller, Inc., its Manager




	 	 	 	 	 
	 

	 	 	 	 
	By:

	 	/s/ C. E. Patterson	 	 
	 	 	 	 	 
	 

	 	C. E. Patterson, President	 	 







2









 








	 	 	 
	STATE OF CALIFORNIA

 COUNTY
OF CONTRA COSTA

	 	)

ss:

)






     On this the 23 day of December, 2004 before me, the undersigned, a notary public of
said state, duly commissioned and sworn, personally appeared C. E. Patterson, who is
personally known to me to be the individual who executed and delivered the foregoing instrument, and he duly
acknowledged to me that he executed and delivered the same in his capacity as the President of
MacKenzie Patterson Fuller, Inc., the Manager of MPF Bayfield Acquisition, LLC on behalf of
said company and for the purposes therein contained.



     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and
year first above written.



	 	 	 	 	 
	/s/
Barbara Lim
	 	 	 	 
	 	 	 	 	 
	Notary Public

	 	 	 	







3









 









GUARANTY




     THIS GUARANTY is made and entered into as of October 1, 2004 by and between
MACKENZIE PATTERSON FULLER, INC., a California corporation having an office at
1640 School Street, Moraga, CA 94556 (“Guarantor”) in favor of BAYFIELD LOW INCOME
HOUSING LIMITED PARTNERSHIP, a Delaware limited partnership (“Seller”) having an
office at c/o Megan Asset Management, Inc., 1424 W. Century Avenue, Suite 102, Bismarck,
ND 58503.



RECITALS




     Seller is the sole limited partner of eighty one (81) limited partnerships listed on
Exhibit
A (“Partnerships”) attached to the Contract to Purchase Limited Partnership Interests dated
October 1, 2004 (''Purchase Contract”) among Seller, Guarantor, and MPF Bayfield
Acquisition,
LLC (“Buyer”). Each of the Partnerships is the owner of the respective apartment project for
low to moderate income families as sat forth on Exhibit A attached to the Purchase Contract.
Forty-nine and one-half of Seller’s limited partnership interests in the Partnerships
(“Partnership
Interests”) are being sold by Seller to Buyer pursuant to the
Purchase Contract.



     Guarantor, an affiliate of Buyer, has executed this Guaranty for purposes of
unconditionally guaranteeing Buyer’s obligations under the Purchase Contrast, the Security
Agreement (as defined in the Purchase Contract) and the Secured Promissory Notes (as defined
in the Purchase Contract) to be provided by Buyer in partial satisfaction of its payment
obligations under the Purchase Contract. The Purchase Contract, Security Agreement and the
Secured Promissory Notes are herein collectively referred to as the “Loan Documents”. It is a
condition precedent to the obligation of Seller to sell the Partnership Interests to Buyer
that this
Guaranty be executed and delivered by Guarantor.



     In consideration of the mutual promises contained herein, the parties agree as follows:



     Section 1. The Guaranty. Guarantor hereby absolutely, irrevocably and
unconditionally guarantees to Seller the following (collectively referred to herein as the
“Obligations”); (i) all indebtedness (principal, interest and other and whether at a stated
maturity
date or earlier by reason of acceleration), liabilities and monetary obligations of Buyer to
Seller of
every kind, nature and description under the Loan Documents, and (ii) all representations and
warranties made by Buyer in the Loan Documents being true, correct and complete.



     Section 2.
Absolute, Continuing Guaranty and Primary Obligation. This
Guaranty is an absolute, irrevocable, unconditional, complete and continuing guaranty. The
obligations of Guarantor under this instrument shall be primary and not secondary to the
obligations of Buyer. This Guaranty may be enforced against Guarantor without first pursuing
or exhausting any remedy or claim against Buyer or any other person or entity. The obligations
of Guarantor hereunder shall not be released by any action which might, but for this provision
of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than
irrevocable



 









 




payment and performance in fall of the Obligations. No notice of any renewal or extension of
the
Obligations need be given to Guarantor. Guarantor hereby waives (1) diligence, demand for
payment, presentment, protest, notice of demand of protest, of dishonor or of nonpayment;
(ii) notices of advances of credit to Buyer by Seller as provided in the Purchase Contract or
otherwise; (iii) all other notices and demands of any kind and description relating to the
Obligations; and (iv) all defenses of Buyer pertaining to the Obligations, except for the defense
of
discharge by irrevocable payment and performance. The obligations of Guarantor hereunder are
irrevocable. The acceptance of this Guaranty by Seller is not
intended to and does not release any
liability previously existing of Buyer or any guarantor or surety of any indebtedness of Buyer to
Seller.




     Section 3.
Other Transactions. Seller is authorized (i) to exchange any collateral or
security which may be placed with it by Buyer, or to deliver any such collateral or security
directly to Buyer for collection and remittance or for credit, or to collect the same in any
manner
without notice to Guarantor; and (ii) to amend, extend or supplement the Loan Documents, to
waive compliance by Buyer with the terms of the Loan Documents without affecting the
liabilities
of Guarantor hereunder and to settle or compromise any of the Obligations without notice to
or
consent of Guarantor. No invalidity, irregularity or unenforceability of ail or any part of
the
Obligations or of any security therefor or other recourse with respect thereto shall affect,
impair or
be a defense to this Guaranty. The liabilities of Guarantor shall not be affected by any
delay on
the part of Seller to realize upon any of the obligations of Buyer to Seller, or upon any
collateral
or security for any of the Obligations, nor by the taking by Seller of (or its failure to
take) any
other guaranty or guaranties to secure the Obligations, nor by the taking by Seller of (or
its failure
to take or its failure to perfect its security interest in or other
Lien on) collateral or
security of any
Kind. No act or omission of Seller, whether or not such action or failure to act varies or
increases
the risk, or affects the rights or remedies, of Guarantor, shall affect or impair the
obligations of
Guarantor hereunder. This Guaranty is in effect and binding without reference to whether this
Guaranty is signed by any other person. Possession of this Guaranty by Seller shall be
conclusive
evidence of due delivery hereof by Guarantor and acceptance hereof by Seller. This Guaranty
shall continue in fill force and effect, notwithstanding any extension of time to Buyer
and/or the
extension of any other credit by Seller to Buyer.



     

Section 4. Actions Not Required. Guarantor hereby
waives any and all right to
cause a marshalling of the assets of Buyer or any other action by any court or other
governmental
body with respect thereto. Time is of the essence with respect to Guarantor’s obligations
under
this Guaranty. If any remedy of right hereby granted shall be found to be unenforceable, such
unenforceability shall not limit or prevent enforcement of any other remedy or right hereby
granted.



     Section 5.
No Subrogation. Unless and until the Obligations have irrevocably
been paid in full, and notwithstanding any payment or payments made
by Guarantor hereunder,
Guarantor irrevocably waives all rights of subrogation to any of the rights of Seller against
Buyer
or any other person liable for payment of any of the Obligations or any collateral security
or
guaranty or right of offset held by Seller for the payment or performance of the Obligations,
and Guarantor irrevocably waives all legal and equitable rights to seek any recourse to or
contribution, recovery or reimbursement from, or subrogation, against, Buyer or any other person liable for



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payment or performance of any of the Obligations in respect of payments or performance made
by
Guarantor hereunder.




     Section 6. Application of Payments. Any and all payments made by Guarantor or
by any other person, and/or the proceeds of any or all collateral or security for any of the
Obligations, may be applied by Seller on such items of the Obligations as Seller may elect.



     Section
7. Recovery of Payment. If any payment received by Seller and
applied to the Obligations is subsequently set aside, recovered, rescinded or required to
be returned or repaid for any reason (including, without limitation, the bankruptcy,
insolvency or reorganization of Buyer or any other obligor), the Obligations to which
such payment was applied shall for the purposes of this Guaranty be deemed to have
continued in existence, notwithstanding such application, and this Guaranty shall be
enforceable as to such Obligations as fully as if such application had never been made.
No payment shall be deemed to be irrevocable for the purpose of this Guaranty if it
remains subject to any possible such set aside, recovery, recission, return or repayment
for any reason.



     Section 8. Representations and Warranties of Guarantor. Guarantor hereby
represents and warrants to, and covenants with, Seller that:




     A. Buyer’s Financial Condition. Guarantor is familiar with the financial
condition of Buyer and with all other facts and circumstances which a diligent
inquiry
would reveal and which would bear upon the risk of nonpayment or nonperformance of
the Obligations, and Guarantor has executed and delivered this Guaranty based on
Guarantor’s own judgment and not in reliance upon any statement or representation of
Seller. Seller shall have no obligation to provide Guarantor with any advice or
information whatsoever or to inform Guarantor at any time of Seller’s actions,
evaluations or conclusions on the financial condition of or any other matter
concerning
Buyer.




     B.
Organization, Standing, Etc. Guarantor is a California corporation
duly
incorporated and validly organized, existing and in good standing under the laws of
the
jurisdiction of its organization, and, if different and if required, the
jurisdiction(s) in
which Guarantor conducts business, and has all requisite power and authority to carry
on
its business as now conducted, to enter into this Guaranty and to perform its
obligations
hereunder. This Guaranty has been duly authorized by all necessary action and when
executed and delivered will be the legal and binding obligation of Guarantor,
enforceable
against Guarantor in accordance with its terms. The execution, delivery and
performance
of this Guaranty will not violate Guarantor’s organizational documents or any law,
statute, ordinance, code, or governmental rule or regulation applicable to Guarantor,
and
will not violate or cause a default under, or permit acceleration of, any agreement to
which Guarantor is a party or by which it or any of its properties or assets is bound.




     C. Litigation. There are no actions, suits or proceedings
pending or, to the
knowledge of Guarantor, threatened against or affecting Guarantor which, if
determined



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adversely to Guarantor, would have a material adverse effect on the condition of
Guarantor or on the ability of Guarantor to perform its obligations
under this Guaranty.
Guarantor is not in violation of any law, statute, ordinance, code or governmental rule or
regulation applicable to Guarantor where such violation could reasonably be expected to
impose a material liability on Guarantor; no unsatisfied judgments have been entered
against Guarantor; and no unsatisfied liens have been filed against Guarantor.




     D. Taxes. Guarantor has filed all federal, state and local tax returns
required
to be filed and has paid or made provision for the payment of all taxes due and
payable
pursuant to such returns and pursuant to any assessments made against it or its
property
(other than taxes, fees or charges the amount or validity of which is currently being
contested in good faith by appropriate proceedings and with respect to which adequate
reserves have been provided on the books of Guarantor).



     Section 9. Remedies. All remedies afforded to Seller by this Guaranty are
separate and cumulative remedies, and no one of such remedies,
whether or not exercised by
Seller, shall limit any of the other remedies available to Seller hereunder, under the Loan
Documents, at law, in equity by statute or otherwise, and shall in no way limit or prejudice
any
other remedy which Seller may have. More delay or failure to act shall not preclude the
exercise
or enforcement of any such rights and remedies available to Seller.



     Section 10. Bankruptcy of Buyer. The liabilities and obligations of Guarantor
under this Guaranty shall not be impaired or affected by the institution by or against Buyer
or
any other person of any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or any other similar proceedings for relief under any bankruptcy law or similar
law
for the relief of debtors. Any discharge of any of the Obligations pursuant to any such
bankruptcy or similar law or other law shall not diminish, discharge or otherwise affect in
any way the obligations of Guarantor under this Guaranty, and upon the institution of any of the
above actions, such obligations shall be enforceable against
Guarantor.



     Section 11. Costs and Expenses. Guarantor shall pay or reimburse Seller on
demand for all out-of-pocket expenses (including in each case all fees and expenses of
counsel
and travel and lodging expenses of Seller to and from California) incurred by Seller arising out
of or in connection with the enforcement of this Guaranty against Guarantor or arising out of or
in connection with any failure of Guarantor to perform fully and timely the obligations of
Guarantor hereunder.



     Section 12. Waivers and Amendments. This Guaranty can be waived, modified,
amended, terminated or discharged only explicitly in a writing signed by Seller. A waiver so
signed shall be effective only in the specific instance and for the specific purpose given.



     Section 13. Transfer of Assets. Guarantor agrees not to transfer any material portion
of its assets without fair and adequate consideration or as otherwise agreed to in writing
by
Seller.



     Section 14.
Notices. All notices, requests, demands and other
communications
required or permitted to be given hereunder will be sufficiently given if in writing and



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delivered
in person, sent by United States certified mail, return receipt requested,
postage
prepaid, sent by overnight mail by a nationally recognized courier service (e.g., Federal
Express) to the party being given such notice at the appropriate address set forth on page 1
hereof, or to such other address as any party may give to the others in writing at least
ten (10) days prior to the effective date of said change of address. Notices delivered in person
shall be effective upon receipt; notices delivered by mail shall be effective three (3)
business
days after being deposited in the United States mail; notices delivered by overnight mail Shall
be effective on the business day following delivery to the courier service.



         Section 15.
Guarantor Acknowledgments. Guarantor acknowledges that
(i) Guarantor will benefit by and from the extension of credit by Seller to Buyer; (ii)
Guarantor
has received legal and adequate consideration for the execution of this Guaranty and has
executed and delivered this Guaranty to Seller in good faith in exchange for reasonably
equivalent value; (iii) Guarantor is not presently insolvent and will not be rendered
insolvent by
virtue of the execution and delivery of this Guaranty; (iv) Guarantor has not executed or
delivered this Guaranty with actual intent to binder, delay or defraud Guarantor’s creditors;
(v) Seller has agreed to extend credit to Buyer in reliance upon
this Guaranty; (vi)
Guarantor’s
independent counsel has advised Guarantor in the negotiation, execution and delivery of this
Guaranty; (vii) Seller has no fiduciary relationship to Guarantor, their relationship being
solely
that of debtor and creditor; (viii) no joint venture exists between Guarantor and Seller, and
(ix) Guarantor has received a true and correct copy of each Loan Document.



         Section 16.
Successors and Assigns. This Guaranty shall (a) remain in full force
and effect until irrevocable payment and performance in full of the Obligations, and the
expiration of the obligation, if any, of Seller to extend credit to Buyer under the Purchase
Contract, (ii) be binding upon Guarantor and the representatives, successors and assigns of
Guarantor, and (iii) inure to the benefit of, and be enforceable by, Seller and its
successors,
transferees and assigns.



         Section 17. GOVERNING LAW; JURISDICTION; VENUE. THIS
GUARANTY, THE RIGHTS OF THE PARTIES HEREUNDER AND THE
INTERPRETATION HEREOF SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF.
THIS GUARANTY MAY BE ENFORCED IN THE UNITED STATES DISTRICT
COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA OR THE STATE
COURT SITTING IN CONTRA COSTA COUNTY, CALIFORNIA; SELLER AND
GUARANTOR HEREBY CONSENT TO THE JURISDICTION AND VENUE OF ANY
SUCH COURT AND WAIVE ANY ARGUMENT THAT JURISDICTION IN SUCH
FORUMS IS NOT PROPER OR THAT VENUE IN SUCH FORUMS IS NOT
CONVENIENT. IF AN ACTION IS COMMENCED IN ANOTHER JURISDICTION OR
VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR
INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS GUARANTY,
SELLER OR GUARANTOR AT ITS OPTION SHALL BE ENTITLED TO HAVE THE
CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE
DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER
APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.



-5-









 





     Section 18.
Severability. Whenever possible, each provision of this Guaranty
and
any other statement, instrument or transaction contemplated hereby or relating hereto, shall
be
interpreted in such manner as to be effective and valid under applicable law, but, if any
provision
of this Guaranty or any other statement, instrument or transaction contemplated hereby or
relating hereto shall be held to be prohibited or invalid under applicable law, such provision
shall
be ineffective only to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Guaranty or any other
statement,
instrument or transaction contemplated hereby or relating hereto.



     Section 19.
WAIVER OF JURY TRIAL. AS A MATERIAL INDUCEMENT
FOR SELLER TO EXTEND CREDIT TO BUYER AS CONTEMPLATED IN THE
PURCHASE CONTRACT, SELLER AND GUARANTOR KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EACH OF THEM
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING
OUT OF, UNDER, OR IN CONNECTION WITH THIS GUARANTY, THE
OBLIGATIONS HEREUNDER OR ANY COLLATERAL SECURING THE
OBLIGATIONS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF EITHER
PARTY. GUARANTOR AND SELLER EACH REPRESENTS TO THE OTHER THAT
THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN.



     Section 20.
General. All representations and warranties contained in this
Guaranty, or in any other agreement between Guarantor and Seller, shall survive the execution,
delivery and performance of this Guaranty and the creation, payment and performance of the
Obligations. Captions in this Guaranty are for reference and convenience only and shall not
affect the interpretation or meaning of any provision of this Guaranty.


IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the date first
above written.




	 	 	 	 	 
	 	 	MACKENZIE PATTERSON FULLER, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ C. E. Patterson
	 

	 	 	 	 
	 

	 	 	 	C. E. Patterson, President






Guaranty
Exhibit C to Purchase Contract

1st Half




-6-









 





	 	 	 
	STATE OF CALIFORNIA

 COUNTY
OF CONTRA COSTA

	 	)

ss:

)






     On this the 22 day of December, 2005 before me, the undersigned, a notary
public of
said state, duly commissioned and sworn, personally appeared C. E.
Patterson,
who is personally known to me to be the individual who executed and delivered the foregoing
instrument, and he duly acknowledged to me that he executed and delivered the same in his
capacity as the president of MacKenzie Patterson Fuller, Inc. on behalf of said
company and for the purposes therein contained.



     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and
year first above written.



	 	 	 
	 

	 	/s/ Barbara Lim
	 	 	 
	 

	 	NOTARY PUBLIC

My commission expires:






(SEAL)









Guaranty Exhibit C to Purchase Contract
1st Half



-7-









 





SECURITY
AGREEMENT




     THIS SECURITY AGREEMENT is made and entered into as of November 30, 2004
by and between BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP, a
Delaware limited partnership (“Secured Party”) having an office at c/o Megan Asset
Management, Inc., 1424 W. Century Avenue, Suite 102, Bismarck, ND 58503, and MPF
BAYFIELD ACQUISITION, LLC, a California limited liability company (“Debtor”) having
an office at c/o Mackenzie Patterson Fuller, Inc., 1640 School Street, Moraga, CA 94556.



RECITALS




     Secured Party is the sole limited partner of eighty-one (81) limited partnerships listed
on
Exhibit A (“Partnerships”) attached to the Contract to Purchase Limited Partnership
Interests of
even date herewith” (“Purchase Contract”) among Secured Party, Debtor and MacKenzie
Patterson Fuller, Inc. (“Guarantor”). Each of the Partnerships is the owner of the respective
apartment project for low to moderate income families as set forth on
Exhibit A. The
limited
partnership interests of the Partnerships (“Partnership Interests”) are unencumbered except
for
the obligations outlined in that certain JOINT PLAN OF REORGANIZATION OF 52
DEBTORS DATED MAY 9, 1990, approved by the United States Bankruptcy Court of the
Eastern District of New York (“Plan”). Capitalized terms used herein but not defined herein
shall have the meanings set forth in the Purchase Contract, Partnership Agreement (as defined
in the Purchase Contract), or the Plan.



     Debtor’s obligations under the Purchase Contract and under the Secured Promissory
Notes (as defined in the Purchase Contract) to be provided by Debtor in partial satisfaction
of its
payment obligations under the Purchase Contract shall be secured by the security interest in,
among other things, the Partnership Interests as hereinafter set forth.



             In consideration of the mutual promises contained herein, the parties agree as
follows:



     Section 1.
SECURITY INTEREST.



     (a) Grant
of Security Interest. As security for the payments due under the Secured
Promissory Notes and the performance by Debtor of its obligations under the Purchase Contract,
including but not limited to the 8% Interest Obligation and the LP Obligations (as such terms
are
defined in the Purchase Contract), Debtor hereby gives Secured Party a continuing and
unconditional security interest (the “Security Interest”) in the Partnership Interests (as
defined in
the Purchase Contract) being purchased by Debtor under the Purchase Contract and in all
additions, replacements, substitutions, increases and profits to and from the Partnership
Interests,
and in all proceeds and products thereof, including Tax Items, in any form to which Debtor is
or
may become entitled (collectively referred to herein as the “Collateral”). The Collateral
shall
include, without limitation, Debtor’s entitlement to all distributions of Cash Flow,
distributions
of proceeds resulting from a Refinancing, distributions of proceeds resulting from a Major
Capital Event, liquidating distributions, distributions in kind, and all profits and losses
from the
Partnerships to Debtor, and all returns of capital, all as defined or described in, and in
accordance
with the provisions of the Partnership Agreements (as defined in the Purchase Contract).



1









 





     (b) Indebtedness
Secured. The Security Interest created hereby secures
(i) the
payments due under the Secured Promissory Notes and (ii) the performance by Debtor of its
obligations under the Purchase Contract, including but not limited to the 8% Interest Obligation
and the LP Obligations (collectively, the “Indebtedness”).



     (c) Representations,
Warranties and Covenants of Debtor. For so long as this
Agreement, the Purchase Contract or any of the Secured Promissory Notes is in force, Debtor
represents, warrants and covenants as follows:



          (i) Sole Owner. Debtor Shall be the sole owner of the Collateral, free of all
security interests or other encumbrances, except the Security Interests and the Plan.




          (ii) No Transfers. Debtor shall not transfer, encumber or pledge any of the
Collateral.




          (iii) Defense of Collateral. Debtor shall defend the Collateral against the
claims of all other persons, including without limitation, setoffs, claims, counter-claims,
and
defenses against either Debtor or Secured Party; will keep the Collateral free from all
security
interests or other encumbrances, except the Security Interest of Secured Party set forth
herein
and in the Plan; and will not assign, deliver, sell, transfer, lease, or otherwise dispose
of any of
the Collateral, or any interest therein, including but not limited to the Partnership
Interests,
without the prior written consent of Secured Party, in its sole discretion, except that such
prohibition shall not preclude Debtor from selling interests in itself




          (iv) Debtor’s Address and State of Organization. Debtor was formed and
organized under the laws of the State of California, and so long as any Indebtedness is
outstanding shall not, without the prior written consent of Secured Party permit itself to
be
organized or reorganized under, or merged with any entity organized under the laws or any
state
other than California. Debtor’s principal place of business is at the address first set
forth above,
and shall not be changed so long as any Indebtedness is outstanding without giving Secured
Party at least thirty (30) days prior written notice thereof. Debtor uses no trade name and
has not
and will not do any business under any other name so long as any Indebtedness is
outstanding,




          (v) Identifying Numbers of Debtor. Debtor’s registration or organization
number in its state of formation is                                         .




          (vi) No Alteration of Collateral. Debtor will not, without Secured Party’s
prior written consent, make or agree to make any alteration, modification, or cancellation
of,
substitution for, or credit, adjustment or allowance on, any of the Collateral.




          (vii) Financing Statements. Debtor will execute and deliver to Secured
Party such financing statements and other documents and take such other actions and provide
such further reasonable assurances as Secured Party may, in its sole discretion, deem
advisable to
perfect the Security Interest created by this Agreement.




     (d) Verification of Collateral. Secured Party shall have the right to verify
the
Collateral in any manner and through any medium which Secured Party may reasonably consider .
appropriate, and Debtor shall furnish such assistance and information and perform such acts
as



2









 




Secured Party may reasonably require in connection therewith.





     Section 2. DEFAULT.



     The occurrence of any of the following shall constitute an “Event of Default” under this
Agreement, and under the Purchase Contract, any Secured Promissory Note, any Guaranty, or
any other obligation or transaction contemplated under the Purchase Contract:



     (a) Nonpayment Nonpayment when due, whether by acceleration or otherwise,
after any applicable grace period, of all or any portion of the Indebtedness. Time is of the
essence with respect to all payment and/or cure and grace periods.



     (b) Failure to Perform. Failure by Debtor or Guarantor to duly keep, perform and
observe any covenant or agreement in this Agreement, the Purchase Contract, any Secured
Promissory Note, any Guaranty, or in any other document to which either Debtor or Guarantor is
obligated hereunder (unless the same constitutes a Event of Default under any other paragraph
of
this Section 2 or such other document, in which case the grace or cure period, if any, set
forth in
such other paragraph or document shall govern).



     (c) Bankruptcy. The filing by or against Debtor or Guarantor of a petition in
bankruptcy or for reorganization under any bankruptcy, reorganization,
compromise,
arrangement, insolvency, readjustment of debt, dissolution, liquidation, or similar law of any
jurisdiction.



     (d) General Assignment. The making of a general assignment by Debtor or
Guarantor for the benefit of creditors; the appointment of or taking possession by a receiver,
trustee, custodian or similar official for Debtor or Guarantor or for any of their assets; or
the
institution by or against Debtor or Guarantor of any kind of insolvency proceedings, or any
proceeding for the dissolution or liquidation of the Debtor or Guarantor.



     (e) Material Falsity. Any material falsity in any certificate,
statement,
representation, warranty, or audit at any time furnished by Debtor or Guarantor or any
endorser
or any other party liable for payment of all or part of the Indebtedness, pursuant to or in
connection with this Agreement, the Purchase Contract, the Secured Promissory Notes, the
Guaranty, or otherwise, to Secured Party, including representations and warranties in this
Agreement, and any failure to disclose any substantial contingent or liquidated liabilities or
any
material adverse change in facts disclosed by any certificate, statement, representation,
warranty
or audit furnished to Secured Party by Debtor or Guarantor.



     (f) Attachment or Levy. Any attachment or levy against the Collateral, or any
other occurrence which inhibits Secured Party’s free access to the Collateral, and the
Debtor’s
failure to remove such attachment or levy within thirty (30) days of Secured Party’s giving
written notice to Debtor thereof.



     Section 3. RIGHTS OF SECURED PARTY UPON DEFAULT.



3









 





     Upon the occurrence of an Event of Default:



     (a) All Indebtedness Due. All of the Indebtedness shall be immediately due
and payable unless the Secured Party, in its sole discretion, grants a written extension or
exception to Debtor.



     (b) Remedies. Secured Party shall have such rights as are set forth in this
Agreement, in the Uniform Commercial Code and in any other applicable law in effect from time
to time, including but not limited to the following;



          (i) General. Secured Party’s rights with respect to the Collateral shall be
those of a secured party under the Uniform Commercial Code and under any other applicable
law in effect from time to time, and Secured Party shall have such other rights as are set
forth in
this Agreement, in the Uniform Commercial Code and in any other applicable law in effect from
time to time.




          (ii) Notice of Sale. Debtor agrees that any notice by Secured Party of the
sale or disposition, of the Collateral or any other intended action hereunder, whether
required by
the Uniform Commercial Code or otherwise, shall constitute reasonable notice to Debtor if the
notice is (i) sent by recognized overnight courier service (e.g., Federal Express or UPS) for
delivery on the next business day or (ii) mailed by certified or express mail, postage
prepaid,
return receipt requested, at least fourteen (14) days before the action, to the Debtor’s
address as
above first written, or to any other street address which Debtor has specified in writing to
Secured Party as the address at which notices shall be given to Debtor.




          (iii) Reimbursement. Debtor shall pay all costs and expenses (including
legal fees and expenses, and travel and lodging expenses of Secured Party to and from
California) incurred by Secured Party in enforcing this Agreement, the Purchase Contract and
the
Secured Promissory Notes, in realizing upon any Collateral, and collecting any Indebtedness
whether or not suit is brought and whether incurred in connection, with collection, trial,
appeal,
bankruptcy (including all fees and expenses incurred in a bankruptcy case in protecting
Secured
Party’s interests), post-judgment collection, or otherwise; and shall be liable for any
deficiencies
in the event the proceeds of disposition of the Collateral do not satisfy the Indebtedness in
full.




          (iv) Sale of Collateral. Debtor agrees that in any sale of the Collateral,
Secured Party is hereby authorized to comply with any limitation or restriction in connection
with such sale as it may be advised by counsel is necessary in order to avoid any violation of
applicable law (including, without limitation, compliance with RD [as defined in the Purchase
Contract] regulations and compliance with such procedures as may restrict the number of
prospective bidders and purchasers of any securities or other instruments, require that such
prospective bidders and purchasers have certain qualifications, and restrict such prospective
bidders and purchasers to persons who will represent and agree that they are purchasing for
their
own account or investment and not with a view to the distribution or resale of such
Collateral, or
in order to obtain any required approval of the sale or of the purchase by any governmental
regulatory authority or official) or to avoid diminution of tax advantages to Secured Party’s
investors; and Debtor further agrees that such compliance shall not result in such sale being
considered or deemed not to have been made in a commercially reasonable manner, nor shall
Secured Party be liable or accountable to Debtor for any discount allowed by reason of the
fact




4









 







that such Collateral is sold in compliance with any such limitation or restriction. Debtor
further
agrees that any sales by Secured Party shall not be considered to be other than “public
disposition” within the meaning of the Uniform Commercial Code because such sales or
solicitations are structured to comply with such limitations or restrictions, the intent of the
parties
being that any public sale be subject to such limitations and restrictions.



     (v) Exercise of Rights as Limited Partner. Secured Party may exercise
any rights that Debtor has as a Limited Partner with respect to the Collateral.




     Section 4. RIGHT TO CASH.



     Whether or not an Event of Default has occurred,until the Indebtedness has been paid
in
full, Debtor authorizes Secured Party to receive all cash or in-kind distributions from the
instruments constituting the Collateral (whether on account of ordinary income distributions,
dissolution and liquidation of the Partnerships or otherwise), to which Debtor may be
entitled.
Debtor will not demand or receive any cash or distributions in kind from the Partnerships
until
the Indebtedness has been paid in full, and if Debtor receives any such cash or in-kind
distributions, Debtor will pay or otherwise transferred it to Secured Party within three (3)
days of
its receipt thereof without demand. Secured Party shall apply such cash and distributions (i)
to
pay management fees due Secured Party’s general partner, Megan Asset Management, Inc.
(“MAMI”), under any management agreement between Debtor and MAMI (which fees shall, in
no event, exceed $50,000 per year), and thereafter (ii) to pay the Indebtedness. Secured
Party
shall account for all such cash and distributions, and pay over to Debtor any amounts
remaining
after full payment of the management fees in any year and the Indebtedness.



     Section 5.  MISCELLANEOUS.




     (a) Notices. All notices, requests, demands and other communications
required or
permitted to be given hereunder will be sufficiently given if in writing and delivered in
person,
sent by United States certified mail, return receipt requested, postage prepaid, or sent by
overnight mail by a nationally recognized courier service (e.g., Federal Express) to the party
being given such notice at the appropriate address set forth on page 1 hereof, or to such
other
address as any party may give to the other in writing at least ten (10) days prior to the
effective
of said change of address. Notices delivered in person shall be effective upon receipt;
notices
delivered by mail shall he effective three (3) business days after being deposited in the
United
States mail; and notices delivered by overnight mail shall be effective on the business day
following delivery to the courier service.



     (b) Binding Agreement. This Agreement shall be binding upon and shall inure to
the benefit of the parties and their respective heirs, personal representatives, successors,
and
permitted assigns.



     (c) Entire Agreement; Amendments. This Agreement, the Purchase Contract,
and the Secured Promissory Notes contain the entire understanding and agreement of the parties
with respect to the subject matter hereof. This Agreement has been entered into after full
investigation, and no party has relied upon any statements made by any person that are not set
forth herein; accordingly, this Agreement shall not be construed more strictly against any
party.
This Agreement may not be modified, amended, or cancelled, nor shall any provision thereof be



5









 




waived, except in a writing signed by Secured Party and Debtor.




     (d) Headings. The headings of this Agreement are for reference and are not part
of or a guide to the interpretation of this Agreement. Any singular word or term herein shall
be
read as in the plural whenever the sense of this Agreement may require it.



     (e) Counterparts. This Agreement may be executed in two or more
counterparts,
each of which shall constitute a complete agreement and all of which taken together shall
constitute a single agreement.



     (f) Facsimile Signatures. The execution of this Agreement and the
execution of
any other documents contemplated hereby requiring the signatures of the parties hereto may be
made by facsimile signatures, and such facsimile signatures shall have the same legal force
and
effect as original signatures.



     (g) JURISDICTION; APPLICABLE LAW. THIS  AGREEMENT, THE
RIGHTS OF THE PARTIES HEREUNDER AND THE INTERPRETATION HEREOF
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
CONFLICT OF LAWS PRINCIPLES THEREOF. AT THE OPTION OF SECURED
PARTY, THIS SECURITY AGREEMENT MAY BE ENFORCED IN THE UNITED
STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA OR
THE STATE COURT SITTING IN CONTRA COSTA COUNTY, CALIFORNIA;
SECURED PARTY AND DEBTOR HEREBY CONSENT TO THE JURISDICTION AND
VENUE OF ANY SUCH COURT AND WAIVE ANY ARGUMENT THAT
JURISDICTION IN SUCH FORUMS IS NOT PROPER OR THAT VENUE IN SUCH
FORUMS IS NOT CONVENIENT. IF AN ACTION IS COMMENCED IN ANOTHER
JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING
DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS
SECURITY AGREEMENT, SECURED PARTY OR DEBTOR AT ITS OPTION SHALL
BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE
JURISDICTIONS AND VENUES ABOVE DESCRIBED, OR IF SUCH TRANSFER
CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE
DISMISSED WITHOUT PREJUDICE.



     AS A MATERIAL INDUCEMENT FOR SECURED PARTY TO EXTEND
CREDIT TO DEBTOR AS CONTEMPLATED IN THE PURCHASE CONTRACT,
SECURED PARTY AND DEBTOR KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT EACH OF THEM MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER, OR IN
CONNECTION WITH THIS SECURITY AGREEMENT, THE SECURED
PROMISSORY NOTES, OR THE PURCHASE CONTRACT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
WRITTEN), OR ACTIONS OF EITHER PARTY.


IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement as of
the date first above mentioned.




6









 








	 	 	 	 	 
	 	 	BAYFIELD LOW INCOME HOUSING

LIMITED PARTNERSHIP
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	     Paul J. Maddock, President of General Partner,

     Megan Asset Management, Inc.
	 
	 	 	 	 
	 	 	MPF BAYFIELD ACQUISITION, LLC

By: MacKenzie Patterson Fuller, Inc., its Manager
	 
	 	 	 	 
	 

	 	By:
	 	/s/ C. E. Patterson
	 

	 	 	 	 
	 

	 	 	 	     C. E. Patterson, President






	 	 	 
	STATE OF CALIFORNIA

 COUNTY
OF CONTRA COSTA

	 	)

ss:

)






     On
this the 22
day of December, 2004 before me, the undersigned, a notary public of
said state, duly commissioned and sworn, personally appeared C. E. Patterson, who is personally



7









 




known to me to be
 the individual who executed and delivered the foregoing instrument, and he duly
acknowledged to me that he executed and delivered the same in his capacity as the President of
MacKenzie Patterson Fuller, Inc., the Manager of MPF Bayfield Acquisition, LLC on behalf of
said company and for the purposes therein contained.




     IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and
year first above written.



	 	 	 
	 

	 	/s/ Barbra Lim
	 	 	 
	 

	 	NOTARY PUBLIC

My commission expires:











	 	 	 
	STATE
OF NORTH DAKOTA

 COUNTY
OF BURLEIGH

	 	)

ss:

)






     On
this the      day of December,
2004 before me, the undersigned, a notary public of
said state, duly commissioned and sworn, personally appeared Paul J. Maddock, to me known,
who being by me duly sworn, did depose and say that he has an address of 1424 West Century
Avenue, #102, Bismarck, North Dakota 58503; that he is the President of Megan Asset
Management, Inc., the corporation described in and which executed and delivered the foregoing
instrument as the General Partner of Bayfield Low Income Housing Limited Partnership; and he
signed his name thereto on behalf of said corporation for the purposes therein contained.



     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and
year first above written.



	 	 	 
	 	 	 
	(SEAL)

	 	     NOTARY PUBLIC
  My
commission expires:






8









 






EXHIBIT D-l




     Amendment
to Buyer’s Operating Agreement


Notwithstanding any other provision of this Agreement and any provision
of law that otherwise so empowers MPF Bayfield Acquisition, LLC (the
“Fund”), the Fund shall not, without the unanimous consent of its
Manager and the Special Manager, so long as the Special Manager
remains Special Manager pursuant to the terms of the Contract to Purchase
dated as of October 31, 2004 by and between Bayfield Low Income
Housing Limited Partnership and the Fund (“Purchase Contract”), do any
of the following:





	 	(a)	 	engage in any business or activity other than those set forth
in Section    [insert reference to appropriate
Section of the Fund’s Operating Agreement];
	 
	 	(b)	 	do any act which would make it impossible to carry on the
ordinary business of the Fund, except as otherwise
provided in this Agreement;
	 
	 	(c)	 	borrow money or incur any indebtedness or assume or
guaranty any indebtedness of any other entity, other than
normal trade accounts, margin debt on a short-term basis
secured by securities held by the Fund up to $150,000, and
lease obligations incurred in the ordinary course of
business, or grant consensual liens on the Fund’s property;
provided, however, the Manager is hereby authorized to
secure the Indebtedness (as defined in the Security
Agreement), and to grant a Security Interest (as defined in
the Security Agreement) to secure the Indebtedness;
	 
	 	(d)	 	dissolve or liquidate, in whole or in part;
	 
	 	(e)	 	consolidate or merge with or into any other entity;
	 
	 	(f)	 	institute proceedings to be adjudicated bankrupt or
insolvent, or consent to the institution or bankruptcy or
insolvency proceedings against it, or file a petition seeking
or consenting to reorganization or relief under any
applicable federal or state law relating to bankruptcy, or
consent to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator (or other similar official) of
the Fund or a substantial part of the property of the Fund,
or make any assignment for the benefit of creditors, or




 









 






	 	 	 	admit in writing its inability to pay its debts generally as
they become due, or take company action in furtherance of
any such action; or
	 
	 	(g)	 	amend the Articles of Organization of the Fund or this
Agreement.




In addition to the foregoing, the Fund shall not, without the prior written
consent of Secured Party (as defined in the Security Agreement) so long
as any of the Indebtedness is outstanding, take any action set forth in
items (a) through (e) or item (g) above.





 









 







EXHIBIT E




Third Party Non-Compliance with Partnership Contacts and Real Estate Tax Deficiencies

to that

Purchase Agreement made and entered into

by and between

MPF Bayfield Acquisition LLC and Bayfield Low Income Housing Limited
Partnership




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	LIMITED	 	GENERAL	 	Percent of	 	# OF	 	 	 	 	 	 
	 	 	 	 	 	 	PARTNERSHIP/PROJECT	 	PARTNER/DEVELOPER	 	P&L	 	UNITS	 	CITY	 	STATE	 	 
	1)

	 	 	 	 	 	FOLSOM SOUTH VENTURE
	 	Olsen, Clifford E
	 	 	99	%	 	 	12	 	 	Folsom
	 	LA
	 	GP filed amended partnership
agreement changing to corporate GP without our approval
	3)

	 	 	 	 	 	ST. ROSE ASSOCIATES
	 	Olsen, Clifford E
	 	 	99	%	 	 	24	 	 	St. rose
	 	LA
	 	GP filed amended partnership agreement changing to corporate GP without our approval
	4)

	 	 	 	 	 	SOUTHEASTERN ASSOC., LTD
	 	Olsen, Clifford E
	 	 	99	%	 	 	42	 	 	Hammond
	 	LA
	 	GP filed amended partnership agreement changing to corporate GP without our approval
	 

	 	 	79	 	 	MANOR APTS-CADDO MILLS
	 	Staley, Joseph
	 	 	99	%	 	 	24	 	 	Caddo Mils
	 	TX
	 	Foundation on one of building cormbling RD wants is fixed.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	GENERAL DISCLOSURE — MANY PROJECTS	 	 	 	 	 	 	 	 	 	 	 	 	 	Numerous of the projects have not
fully funded their Reserve Accounts as required by
the mortgage documents. With respect to which, Rural Development has not taken any
substantive action or Workout Agreement are in place.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	HILL TOP MANOR APTS
	 	Flyno, Tom
	 	 	99	%	 	 	45	 	 	Ocala
	 	FL
	 	To the best of Bayfield’s knowledge this partnership is 3 years in arrears on real estate taxes.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	CEDAR CREST APARTMENTS
	 	Owsley, Steven
	 	 	99.00	%	 	 	16	 	 	Bourbon
	 	MO
	 	Rural Development the mortgages has demanded that the General Partner and Management Company
	 

	 	 	 	 	 	LAGRANGRE APARTMENTS-II
	 	Owsley, Steven
	 	 	95.00	%	 	 	8	 	 	LaGrange
	 	MO
	 	liquidate their Interest in these 4 projects or face foreclosure proceedings
	 

	 	 	 	 	 	LEWISTOWN APARTMENTS
	 	Owsley, Steven
	 	 	95.00	%	 	 	12	 	 	Lewison
	 	MO	 	 
	 

	 	 	 	 	 	WAYLAND APARTMENTS
	 	Owsley, Steven
	 	 	99.00	%	 	 	8	 	 	Wayland
	 	MO	 	 







 









 








EXHIBIT F




Litigation of Seller

to that

Purchase Agreement made and entered into

by and between

MPF Bayfield Acquisition LLC and Bayfield Low Income Housing Limited Partnership




None





 









 








EXHIBIT G




Litigation of Buyer

to that

Purchase Agreement made and entered into

by and between

MPF Bayfield Acquisition LLC and Bayfield Low Income Housing Limited Partnership




None





 









 








MacKenzie Patterson Fuller, Inc.



Balance Sheet



As of September 30, 2004




	 	 	 	 	 
	 	 	Sep 30, 04
	ASSETS
	 	 	 	 
	Current Assets
	 	 	 	 
	Checking/Savings
	 	 	 	 
	Cash in Bank
	 	 	155,191.31	 
	 
	 	 	 	 
	Total Checking/Savings
	 	 	155,191,31	 
	 
	 	 	 	 
	Other Current Assets
	 	 	 	 
	A/R-Funds
	 	 	1,278,614.91	 
	Other Accounts Receivable
	 	 	934,937.57	 
	Prepaid & Other Assets
	 	 	23,961.39	 
	 
	 	 	 	 
	Total Other Current Assets
	 	 	2,237,603.87	 
	 
	 	 	 	 
	 
	 	 	 	 
	Total Current Assets
	 	 	2,392,695.18	 
	 
	 	 	 	 
	Fixed Assets
	 	 	 	 
	Furniture & Equipment
	 	 	179,383.34	 
	 
	 	 	 	 
	Total Fixed Assets
	 	 	179,383.34	 
	 
	 	 	 	 
	Other Assets
	 	 	 	 
	N/R Shareholders
	 	 	277,773.34	 
	A/R Affiliates
	 	 	1,070,812.64	 
	Investments
	 	 	91.154.99	 
	Subordinated Notes Receivable
	 	 	6,793,067.54	 
	 
	 	 	 	 
	Total Other Assets
	 	 	8,232,823.51	 
	 
	 	 	 	 
	 
	 	 	 	 
	TOTAL ASSETS
	 	 	10,804,907.03	 
	 
	 	 	 	 






UNAUDITED





 









 








MacKenzie Patterson Fuller, Inc.

Balance Sheet

As of September 30, 2004





	 	 	 	 	 
	 
	 	Sep 30, ’04
	 
	 	 	 
	LIABILITIES & EQUITY
	 	 	 	 
	Liabilities
	 	 	 	 
	Current Liabilities
	 	 	 	 
	Accounts Payable
	 	 	 	 
	A/P Trade
	 	 	79,754.31	 
	 
	 	 	 
	Total Accounts Payable
	 	 	79,754.31	 
	 
	 	 	 	 
	Other Current Liabilities
	 	 	 	 
	Summit Loans
	 	 	1,815,836.58	 
	Other Liabilities
	 	 	181,854.90	 
	 
	 	 	 
	Total Other Current Liabilities
	 	 	1,997,691.48	 
	 
	 	 	 
	 
	 	 	 	 
	Total Current Liabilities
	 	 	2,077,445.79	 
	 
	 	 	 	 
	Long Term Liabilities
	 	 	 	 
	Deferred Taxable Income
	 	 	571,292.35	 
	Subordinated Contracts
	 	 	8,793,087.54	 
	 
	 	 	 
	Total Long Term Liabilities
	 	 	7,364,379.89	 
	 
	 	 	 
	 
	 	 	 	 
	Total Liabilities
	 	 	9,441,825.68	 
	Equity
	 	 	 	 
	Retained Earnings
	 	 	11,314,156.85	 
	Net income
	 	 	1,781,361.68	 
	Shareholder’s Capital
	 	 	-11,732.437.38	 
	 
	 	 	 
	Total Equity
	 	 	1,363.081.36	 
	 
	 	 	 
	TOTAL LIABILITIES & EQUITY
	 	 	10,804,907.03	 
	 
	 	 	 





UNAUDITED





 









 





MacKenzie Patterson Fuller, Inc.

Profit and Loss

July through September 2004




	 	 	 	 	 	 	 	 	 
	 	 	Jul
- Sep ’04	 	 	Jan
- Sep ’04	 
	Ordinary
Income/Expense
	 	 	 	 	 	 	 	 
	Income
	 	 	 	 	 	 	 	 
	Fund Administration
	 	 	208,982.18	 	 	 	612,366.21	 
	Revenue — Capital Raising
	 	 	510,957.55	 	 	 	1,198,117.57	 
	Revenue — Secondary Market
	 	 	76,121.93	 	 	 	218,523.33	 
	Revenue — GP Participation
	 	 	157,483.58	 	 	 	276,326.92	 
	Partnership Administration
	 	 	3,900.00	 	 	 	61,700,00	 
	Other Revenue
	 	 	136,432.66	 	 	 	405,667.30	 
	 
	 	 	 	 	 	 
	Total Income
	 	 	1,093,877.90	 	 	 	2,772,701.33	 
	 
	 	 	 	 	 	 	 	 
	Cost of Goods Sold
Broker Back End
	 	 	1,102.81	 	 	 	1,720.26	 
	 
	 	 	 	 	 	 
	Total COGS
	 	 	1,102.81	 	 	 	1,720.25	 
	 
	 	 	 	 	 	 
	 
	Gross Profit
	 	 	1,092,775.09	 	 	 	2,770,981.08	 
	 
	 	 	 	 	 	 	 	 
	Expense

	 	 	 	 	 	 	 	 
	Personnel Costs
	 	 	241,837.68	 	 	 	700,115.04	 
	Capital Raising
	 	 	124,623.30	 	 	 	334,481.81	 
	Office Expenses
	 	 	70,132.97	 	 	 	215,835.19	 
	Computer Costs
	 	 	43,964.18	 	 	 	96,800.20	 
	Professional Services
	 	 	11,662.25	 	 	 	60,108.48	 
	Interest & Finance Costs
	 	 	36,150.60	 	 	 	72,424.14	 
	HFD Administration
	 	 	0.00	 	 	 	1,435.00	 
	Other G&A Expenses
	 	 	14,108.74	 	 	 	60,836.06	 
	Depreciation/Amortization
	 	 	10,986.65	 	 	 	32,989.95	 
	Taxes
	 	 	12,110.70	 	 	 	29,355.70	 
	Expense Reimbursements
	 	 	-190,759.94	 	 	 	-580,614.98	 
	 
	 	 	 	 	 	 
	Total Expense
	 	 	374,827.11	 	 	 	1,043,776.59	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Net Ordinary Income
	 	 	717,947.98	 	 	 	1,727,204.49	 
	 
	 	 	 	 	 	 	 	 
	Other Income/Expense

	 	 	 	 	 	 	 	 
	Other Income

	 	 	 	 	 	 	 	 
	Investment Income/(Loss)

	 	 	15,926.95	 	 	 	54,157.39	 
	 
	 	 	 	 	 	 
	Total Other Income
	 	 	15,926.95	 	 	 	54,157.39	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Net Other Income
	 	 	15,926.85	 	 	 	54,157.39	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Net income
	 	 	733,874.93	 	 	 	1,781,361.88	 
	 
	 	 	 	 	 	 






 









 





EXHIBIT J




Litigation of Guarantor

to that

Purchase Agreement made and entered into

by and between

MPF Bayfield Acquisition LLC and Bayfield Low Income Housing Limited Partnership






None









 








EXHIBIT K

Operating Partnerships Filling an Election

to that

Purchase Agreement made and entered into

by and between

MPF Bayfield Acquisition LLC and Bayfield Low Income Housing Limited Partnership




Operating Partnerships which Filed 754 Election’s for Tax Year 2000




	 	 	 	 	 
	PARTNERSHIP NAME	 	DEVELOPER	 	ELECTION
	ALBANY COMMONS, LTD.

	 	MOFFETT, LOIS
	 	X
	BAKER HEIGHTS II LTD.

	 	CLOSE, LEON D.
	 	X
	BAYSHORE NORTH APTS-IV

	 	CAPOZZI, THOMAS
	 	X
	BELFAST HOUSING ASSOC

	 	LIBERTY, MICHAEL
	 	X
	BEREA SUMMIT, LTD.

	 	MOFFETT, LOIS
	 	X
	BERKSHIRE APARTMENTS #2

	 	WORSHAM, CAROL
	 	X
	BLADES LIMITED PTNRSHP

	 	SEYMOUR, JOHN P.
	 	X
	BRENTWOOD
APTS, LTD.

	 	WATKINS, JIM
	 	X
	BRIAR
HILL APTS, LTD.

	 	WATKINS, JIM
	 	X
	CEDAR CREST APTS.

	 	J.V. NORTON
	 	X
	CLIFFORD HEIGHTS APTS.

	 	WATKINS, JIM
	 	X
	COTTONDALE VILLA APTS

	 	BENNETT, FRED
	 	X
	CYPRESS VIEW ESTATES

	 	LANGSTON, JAMES T.
	 	would not sign
	DELTA TERRACE

	 	DESADIER, IRENE
	 	X
	DIAMOND COURT II L.P.

	 	SEYMOUR, JOHN P.
	 	X
	EDMONSON PROPERTIES

	 	WATKINS, GARRY
	 	X
	ELMWOOD ESTATES

	 	DESADIER, IRENE
	 	X
	FERNWOLD-WILSON LAKE

	 	LIBERTY, MICHAEL A.
	 	X
	FIELDCREST, LTD.

	 	GREER, LYNN
	 	X
	FOLSOM SOUTH VENTURE

	 	OLSEN, CLIFFORD E-
	 	X
	FOREST PARK APARTMENTS

	 	DRIGGER, ROBERT
	 	X
	GIBSLAND VILLAS LIMITED

	 	MARSHALL, THOMAS B.
	 	X
	GLENMORA APARTMENTS

	 	LEAVINES, ROBERT A.
	 	X
	GREENLEAF GARDENS

	 	FLYNN, TOM
	 	X
	HAGEWOOD APARTMENTS

	 	FAIR, ROY INC.
	 	X
	HIDDEN HILL APTS., LTD.

	 	WATKINS, JIM
	 	X
	HILLTOP MANOR APTS II

	 	FLYNN, TOM
	 	X
	HILL WOOD LTD.

	 	GREER, LYNN
	 	X
	INDIANWOOD APTS II

	 	BENNETT, FRED
	 	X
	JONESVILLE APTS FOR SR.

	 	LEAVINES, ROBERT A.
	 	X
	LAGRANGE APTS. - II

	 	J.V. NORTON
	 	X
	LAKEVIEW ESTATES

	 	GOODEN, BENNIE S.
	 	X
	LARUE PROPERTIES, LTD.

	 	WATKINS, GARRY
	 	X
	LAS ROSAS II, LTD.

	 	FISHBURN, J. SCOTT
	 	X
	LEWIS APARTMENTS CO

	 	BACON, DAVID R.
	 	X
	LEWISTOWN APTS.

	 	J. V. NORTON
	 	X
	MAGNOLIA PLAZA APTS

	 	PURVIS, MALCOLM
	 	X
	MANOR APTS-CADDO MILLS

	 	STALEY, JOSEPH
	 	X
	MAPLE HILL APTS.

	 	LAYTON, LEWIS C.
	 	X
	MARION HOUSING

	 	HALEY, JOHN
	 	X
	MEADOWLAND APTS.

	 	FAIR, ROY INC.
	 	X
	MOSSWOOD APARTMENTS

	 	FAIR, ROY INC.
	 	X
	MOUNTAIN VIEW APTS II, LTD.

	 	WATKINS, JIM
	 	X
	MUNFORDVILLE PROP.

	 	WATKINS, GARRY
	 	X






 









 






	 	 	 	 	 
	PARTNERSHIP NAME	 	DEVELOPER	 	ELECTION
	NEW CANEY OAKS

	 	WASHBURN, LARRY
	 	X
	NORTH DEER CREEK, LTD.

	 	WORD, ROSCOE
	 	X
	OAK VALLEY PLACE II

	 	SWANK, LARRY A-
	 	would not sign
	OLD OAK ESTATES

	 	DESADIER, IRENE
	 	X
	ONION CREEK

	 	MELTON, JOHNNY L.
	 	would not sign
	ORCHARD COMMONS, LTD.

	 	MOFFETT, LOIS
	 	X
	PARKWOOD ASSOCIATES

	 	FORD, HARRISON JR.
	 	X
	PECAN
VILLA APTS, 
	 	DESADIER, IRENE
	 	X
	POCOMOKE VILLAS LTD.

	 	SEYMOUR, JOHN P.
	 	X
	P. D. C. EIGHTEEN L.P.

	 	PHILLIPS, CHESTER
	 	X
	P. D.C. TWENTY TWO L.P.

	 	PHILLIPS, CHESTER D.
	 	X
	REGENCY APTS OF RENO

	 	RUTH NEFF
	 	X
	REGENCY PLAZA

	 	FORD, HARRISON
	 	X
	RESERVOIR HILL L.P. V

	 	HERSCH, HAROLD M.
	 	would not sign
	RIDGE VIEW APTS.

	 	CHAPMAN, JOSEPH F. III
	 	X
	RIDGECREST APTS.

	 	BARRON, LOWELL
	 	X
	RIVER VIEW APTS.

	 	LITTLE RIVER DEVELOPMENT
	 	X
	RIVERBEND APTS.

	 	FAIR, ROY INC.
	 	X
	ROLLING MEADOW II L.P.

	 	SEYMOUR, JOHN P.
	 	X
	RUSSELL SEPTEMBER HSING

	 	HALEY, JOHN
	 	X
	SACRAMENTO, LTD.

	 	COOK, HANK
	 	X
	SOMERSET WEST, HILLS II

	 	TURPEN, RALPH E.
	 	X
	SOUTHEASTERN ASSOC.

	 	OLSEN, CLIFFORD E.
	 	X
	SPRING MEADOW APTS

	 	ANDREWS, RAVIN D.
	 	X
	STREAMSIDE ASSOC.

	 	ACCATTATO, JAMES D.
	 	X
	ST, ROSE ASSOCIATES

	 	OLSEN, CLIFFORD
	 	X
	SUN RISE APTS. NORTH

	 	BARRON, LOWELL
	 	X
	SUNRISE APARTMENTS

	 	MILTON HOUSING AUTHORITY
	 	X
	TAFT GARDENS

	 	WELDER, BEVANS
	 	X
	TAFT TERRACE

	 	WELDER, BEVANS
	 	X
	WAYLAND APTS.

	 	J.V. NORTON
	 	X
	WEXFOKD ASSOCIATES L.P.

	 	HAGAN, GARY J.
	 	X
	WILLOW HAVEN

	 	DESADIER, IRENE
	 	X
	WOLCOTT ASSOCIATES

	 	ROCK, CHARLES
	 	X
	WOODCREST
APTS., LTD.

	 	WATKINS, JIM
	 	X






 









 





EXHIBIT L

List of Original 754 Elections Filed 1987 — 1989

to that

Purchase Agreement made and entered into

by and between

MPF Bayfield Acquisition LLC and Bayfield Low Income Housing Limited Partnership




Operating Partnerships which Filed Prior 754 Elections




	 	 	 	 	 
	 	 	 	 	 
	PARTNERSHIP NAME	 	DEVELOPER	 	ELECTION
	 

	 	 	 	 
	GASLIGHT
SQUARE APTS., LTD.

	 	WATKINS, JIM
	 	X
	GATEWOOD APTS. LTD

	 	HOLLAND, WILLIAM
	 	X
	LAKEWOOD APTS. II

	 	HOLLAND, WILLIAM
	 	X
	WEST MEADOW II APTS
	 	HOLLAND, WILLIAM
	 	X






 









 





ASSIGNMENT
AND ASSUMPUTION AGREEMENT

OF LIMITED PARTNERSHIP INTEREST

IN

Bayshore North Apartments Phase IV (A Limited Partnership)



The
undersigned Assignor, hereby certifies and states that Bayshore North Apartments Phase
IV A Limited Partnership, (“Partnership”), is a New York limited partnership conducting business
under said name and in said State; that said Partnership is the owner of a thirty-six (36) unit
apartment project located in Brewerton, NY, known as Bayshore North Apartments Phasa IV; and that
BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP, Limited Partner, is the owner of a ninety-nine
percent (99%) limited partnership interest in the Partnership.




     Now therefore, in consideration of the sum of Ten and No/100 Dollars ($10.00), the covenants
and conditions contained herein, and other good and valuable consideration, receipt of which is
hereby acknowledged, BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP (Assignor) does hereby sell,
transfer and assign fifty percent (50%) of Assignor’s interest or a forty-nine and one half percent
(49.5%) limited partnership interest in said Partnership unto MPF BAYFIELD ACQUISITION, LLC
(Assignee) and does hereby retain on to itself, fifty percent (50%) of its interest or a forty-nine
and one half percent (49.5%) limited partnership interest in said Partnership.



     In
further consideration thereof, said Assignor does hereby allocate unto said Assignee,
one-hundred percent (100%) of the allocations to the limited partners of said Partnership for
profits, losses, tax credits for the fourth quarter of the year 2004; and the Assignor does hereby
authorize and direct the Partnership to account to the Assignee in the same manner and with the
same force and effect as if such accounting were had and made to the Assignor.



     Assignee
hereby acknowledges receipt of a copy of the Partnership agreement, as amended
(Partnership Agreement), and by acceptance of this assignment, does
herby agree to assume and to
timely and faithfully perform fifty percent (50%) of all obligations of Assignor arising out of (i)
this assignment and (ii) of said Partnership agreement, as amended, from and after the effective
date hereof, and (iii) the 8% interest still due by Assignor to the Partnership payable pursuant to
Article 15 (l)(a)(ii) of the Plan as a first priority from the proceeds of any Capital Events in
the amount of approximately $6,988.



     Nothing
contained herein or contained in the Partnership agreement, as amended, shall cause
more than an aggregate of fifty percent (50%) of Assignor’s interests in said Partnership to be
transferred from the Assignor to the Assignee. Anything contained herein or in the said
Partnership agreement, as amended, to the contrary not withstanding, allocating a greater than
fifty percent (50%) aggregate interest of the Assignor in said Partnership to the Assignee shall
be of no force or effect with respect to such greater




 









 







portion thereof and the Assignor shall continue to hold such greater portion, together with any
other interests herein specified, as a limited partner of said Partnership.




     Assignor
agrees to hold harmless Assignee from and indemnify Assignee against one hundred
percent (100%) of all of the obligations of the
 “limited
partner” pursuant to the
Partnership Agreement to the extent that said obligations accrue before the affective date of this
Assignment and Assumption Agreement, and for any claims, liabilities, costs and expenses;
including without limitation reasonable attorneys fees actually
incurred, relating to said
obligations.



     Assignee
agrees to hold harmless Assignor from and indemnify and defend Assignor against fifty
percent (50%) of all of the obligations of the “limited partner” pursuant to the Partnership
Agreement to the extent that said obligations accrue on or after the date of this Assignment and
Assumption Agreement, and for any claims liabilities, costs and expenses, including without
limitation reasonable attorneys fees actually incurred, relating to said obligations.



     All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto
in the Partnership Agreement.



     IN WITNESS WHEREOF, the Assignor and Assignee have executed this assignment and assumption
effective the 1st day of October, 2004.



	 	 	 	 	 	 	 
	 	 	BAYFIELD LOW INCOME HOUSING LIMITED

PARTNERSHIP, Assignor

By: Megan Asset Management, Inc., General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	     PAUL
J. MADDOCK, President	 	 
	 
	 	 	 	 	 	 
	 	 	MPF BAYFIELD ACQUISITION, LLC

Assignee

By: MacKenzie Patterson Fuller, Inc., its Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By :	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	     C.E. Patterson, President	 	 






 









 





Exhibit N to Contract to Purchase

POWER OF ATTORNEY



THE UNDERSIGNED, having entered into that certain CONTRACT TO PURCHASE
LIMITED PARTNERSHIP INTERESTS made and entered into as of the
      day of December,
2004, by and between Bayfield Low Income Housing Limited Partnership, as Seller (the “Investor Partner”),
and MPF Bayfield Acquisition LLC (“BALLC”), the Additional Limited Partner as Buyer (the “Purchase
Contract”), for the acquisition of fifty percent (50%) of the Investor Partner’s rights, interests, powers and
obligations as the Limited or Investor Partner under that certain AMENDED AND RESTATED AGREEMENT
AND CERTIFICATE OF LIMITED PARTNERSHIP OF [Operating
Partnership Name], effective as of the _________day of
_________, 198___, as amended, (the “Operating Partnership Agreement”) and desiring to
be admitted to the Operating Partnership Agreement and Operating Partnership as an Additional Limited
Partner, the Undersigned hereby agrees to bound by the terms and provisions of the Operating Partnership
Agreement and hereby joins in the execution of the Operating Partnership Agreement and authorizes this document
to be attached thereto.



The Undersigned hereby irrevocably constitutes and appoints the general partner of the Operating Partnership
(the “General Partner”) as its true and lawful attorney-in-fact, with full power of substitution and delegation, for it
and in its name, place and stead and for its use and benefit, to execute, acknowledge, certify, swear to, file and
record (i) the Partnership Agreement and all amendments thereto, (ii) any other certificates and limited partnership
required by law and all amendments thereto, (iii) any other certificates or instruments which may be required to be filed by
the Partnership under the laws of any state or by any Governmental Agency, or which the General Partner may deem appropriate
to file and (iv) any documents which may be required to effect the continuation of the Partnership, the admission of the
Undersigned as an additional or substitute Limited Partner.



This Power of Attorney shall (i) be deemed coupled with an interests, (ii) be irrevocable and shall survive the
dissolution of the Undersigned and (iii) survive the delivery of any assignment by the Undersigned of all or any part
of the Undersigned’s Interest in the Partnership, except that where the assignee thereof has been admitted to the
Partnership as a substituted Limited Partner, this Power of Attorney shall survive the delivery of such assignment for
the sole purpose of enabling the General Partner to execute,
acknowledge, certify, swear to, file and record any instrument(s)
necessary to effect such substitution.



IN WITNESS WHEREOF, the Undersigned hereby executes this document both individually
and as a Limited Partner of the Partnership as of the ______day of______, 2004.




	 	 	 	 	 	 	 
	 	 	MPF BAYFIELD ACQUISITION, LLC (Buyer)

Additional Limited Partner

By: MacKenzie Patterson Fuller, Inc., its Manager	 	 
	 
	 	 	 	 	 	 
	                                        
	 	 	 	 	 	 
	Witness

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	          C.E. Patterson, President	 	 






 









 






EXHIBIT O DRAFT FORM ATTACHMENT TO CONTACT TO PURCHASE

Transferring 49.5% of Operating Partnership Interests




[Next
Amendment #] AMENDMENT TO




AMENDED AND RESTATED




AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP




OF




[Operating Partnership Name]




     THIS
AMENDMENT, dated as of the      
day      , of 2004, (the “Effective Date”), is made and into by and among the parties shown on the signature pages
hereof (the “Parties”).



WITNESSETH;



     WHEREAS, certain of the Parties previously entered into that certain Certificate
of Limited Partnership of [Insert Operating Partnership History]
executed on the ___day
of                                        , 198___(the “Initial Partnership Agreement”) and filed said Agreement in the Office of the Secretary of State of the
State of                                         on the                                        
day of___, 198___; and



     WHEREAS, certain of the Parties thereafter entered into that certain AMENDED AND RESTATED
AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP OF
[Insert Operating Partnership Name and
Further Operating Partnership History
] (the “Partnership”) executed on the
___ day
of___ , 198___and filed on the                                         day of                                         , 198___in
the Office of the Secretary of State of the State of                                         ; that certain
AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP OF
[Operating Partnership
Name.] effective as of the
                    day of,                                          198___and filed on the
                                        day of                                         , 198___in the Office of the Secretary of
State of the State of                                         ; (as amended the “Partnership Agreement”);
capitalized terms used herein and not otherwise defined herein shall have the meanings specified in
the Partnership Agreement or in the Plan;



     WHEREAS,
the Parties hereto wish to enter into this Agreement for the purpose of (i) having
MPF BAYFIELD ACQUISITION LLC admitted as the Additional Limited Partner (“Additional Limited
Partner”); (ii) having forty-nine and one-half percentage points (49.5% points) or thirty-three
percentage points (33% points [whichever is applicable] of the Investor Partner’s interest in the
Partnership transferred to the Additional Limited Partner and (iii) amending the Partnership
Agreement as hereinafter set forth;



 









 





EXHIBIT O DRAFT FORM ATTACHMENT TO CONTRACT TO PURCHASE

Transferring 49.5% Operating Partnership Interests




     NOW, THEREFORE, it is hereby agreed and the Partnership Agreement is hereby further
amended and superseded as follows:


SECTION 1. Addition of Limited Partner. As of the Effective Date MPF BAYFIELD 
ACQUISITION LLC is admitted as the Additional Limited Partner.



SECTION 2. Amendments to the Partnership Agreement. The Partnership Agreement is
hereby amended as follows:





(1) The following shall be added to Article 6.2- “Capital of the Limited
Partners”:


“In consideration of the terms and conditions set forth in that certain CONTRACT
TO PURCHASE made and entered into as of the ___day of December, 2005,
by and between Bayfield Low Income Housing Limited Partnership, as Seller (the “Investor
Partner”), and the Additional Limited Partner as Buyer (the “Purchase Contract”), forty-nine and
one-half percentage points (49.5% points) or thirty-three percentage points (33% points [whichever
is applicable] of the Investor Partner’s interests in the Partnership, except as specified in
paragraph (4) hereafter or otherwise in this agreement, is hereby transferred and assigned to the
Additional Limited Partner (see schedule A hereto, incorporated herein by reference)”.




     (2) The following shall be added to Section 10.7 of Article X:




     “(a) Nothing herein contained or contained in the Partnership Agreement as amended
hereby shall cause more than an aggregate fifty percentage points (50.0% points) or more of
both the profits interests and the capital interests in the Partnership to be transferred
from the Investor Partner to any additional Limited Partner during the twelve (12) month
period ending on the Effective Date of this Amendment. Anything contained herein or in the
Partnership Agreement to the contrary not withstanding allocating a greater than fifty
percentage points (50.0% points) or more of both the profits interests and the capital
interests of the Investor Partner in the Partnership to the Additional Limited Partner
prior to or upon the Effective Date of this Amendment shall be of no force or effect with
respect to such greater portion thereof and the Investor Partner shall continue to hold
such greater portion, together with any other interests herein specified, as a Limited
Partner of the Partnership.”



     (3) Article 11.5(d) “Distribution of Proceeds Resulting From a Major Capital Event” is
deleted in its entirety and replaced in full by the following:




     “(d) fourth, the balance thereof shall be distributed twenty-five and
one-quarter percentage points (25.25% points) to the Investor Partner,




Exhibit
N Amended Partnership
Agreement
1st Half



2









 





EXHIBIT O DRAFT FORM ATTACHMENT TO CONTRACT TO PURCHASE

Transferring 49.5% Operating Partnership interests





twenty-four and three-quarters percentage points (24.75% points) to the Additional Limited
Partner and 50% to the General Partner, provided, however, that there shall be deducted
from the amount otherwise payable to the General Partner, and paid to the Investor Partner,
a sum equal to 50% of any LIHC Recapture, if any, incurred by the Investor Partner or any
Limited Partner of the Investor Partner for a tax year ending after the Investor Pay-in
Period which is attributable to the actions or inactions of the General Partner.”




(4) Article 19,3(d) “Certain Amendments Prohibited” is deleted in its entirety and
replaced in full by the following:




     “(d) make the Interest of any Partner in the assets, profits or losses of the
Partnership different from the Interest of such Partner as herein provided, without the
affected Partner’s prior written consent;”



     (5) The following new subsection “c” is added to Article 22.1 “Notices”:




     “(c) to the Additional Limited Partner c/o Mackenzie Patterson Fuller,
Inc., 1640 School Street, Moraga, CA 94556.”



     SECTION 3. In all other respects, the Partnership Agreement is hereby ratified and confirmed
by the undersigned parties, and by executing this Agreement below all the undersigned parties do
give their consent and approval to all matters herein and in the Partnership Agreement for which
such consent and approval is required under the terms of the
Partnership Agreement.



     SECTION 4. By signing this Agreement, the Additional Limited Partner agrees to be bound by and
hereby assumes forty-nine and one-half percentage points (49.5% points) of the obligations of the
Investor Partner as a Limited Partner under the Partnership Agreement as amended by the Plan, with
respect to the interests transferred pursuant hereto from on and
after the Effective Date hereof.


     SECTION 5. By signing this Agreement, the Investor Partner hereby consents to the admission of
the Additional Limited Partner as a Limited Partner of the Partnership and transfers forty-nine and
one-half percentage points (49.5% points) of its interests in the Partnership to the Additional
Limited Partner.



     SECTION 6. By signing this Agreement, General Partner consents to the admission of the
Additional Limited Partner as a Limited Partner of the Partnership and the transfer of forty-nine
and one-half percentage points (49.5% points) forty-nine and one-half percentage points (49.5%
points) of the Investor Partner’s interests in the Partnership to the Additional Limited Partner.



Exhibit
N Amended Partnership
Agreement
1st Half


3









 





EXHIBIT O DRAFT FORM ATTACHMENT TO CONTRACT TO PURCHASE

Transferring 49.5% Operating Partnership Interests




     SECTION 7. This Agreement shall become effective upon the Effective Date.



     SECTION 8. This Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and
the same instrument.



     SECTION
9. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of [insert location
of Project] ,



     SECTION 10. This Agreement amends the Partnership Agreement as provided herein.



     IN WITNESS WHEREOF, the Parties have subscribed and sworn to this Agreement as of the date
first above written.



	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Witness

Attest:

	 	 	 	General Partner	 	 
	 
	 	 	 	 	 	 
	Witness

	 	 	 	MPF BAYFIELD ACQUISITION Lic
Additional Limited Partner

a California limited partnership

By: MacKenzie Patterson Fuller,
Inc., its Manager	 	 
	 
	 	 	 	 	 	 





	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	C.E. Patterson, President	 	 






	 	 	 
	Attest:

	 	BAYFIELD LOW INCOME
	 

	 	HOUSING LIMITED PARTNERSHIP
	 

	 	Investor Partner
	Secretary

	 	By: Megan Asset Management,
	 

	 	Inc.
	 

	 	By:                                                            
	 

	 	Paul J. Maddock, President











Exhibit
N Amended Partnership
Agreement
1st Half



4









 











EXHIBIT O DRAFT FORM ATTACHMENT TO CONTRACT TO PURCHASE

Transferring 49.5% Operating Partnership Interests




	 	 	 	 	 	 	 
	STATE OF

	 	 	)	 	 	 
	 

	 	 	 	 	 	ss:
	COUNTY OF

	 	 	)	 	 	 






     On this the ___day of                                         , 2005 before me, the
undersigned, a notary public of said state, duly commissioned and
sworn, personally appeared                                         , who is personally known to me to
be or who produced                                          as identification evidencing he is the
individual who executed and delivered the foregoing instrument, and he duly acknowledged to me that
he executed and delivered the same in his capacity as a General Partner of the Partnership and for
the purposes therein contained.



     IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year
first above written.



	 	 	 
	 
	 	 
	(SEAL)
	 	NOTARY PUBLIC
	 
	 	My commission expires:






	 	 	 	 	 	 	 
	STATE OF

	 	 	)	 	 	 
	 

	 	 	 	 	 	SS:
	COUNTY OF

	 	 	)	 	 	 






     On this the                      day of                                         , 2005 before me, the
undersigned, a notary public of said state, duly commissioned and sworn,
personally appeared                                         , who is personally known to me to be or
who produced                                         as identification evidencing he is the individual
who executed and delivered the foregoing instrument, and he duly acknowledged to me that he
executed and delivered the same in his capacity as the Additional Limited Partner of the
Partnership and for the purposes therein contained.



     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year
first above written.



	 	 	 
	 
	 	 
	(SEAL)
	 	NOTARY PUBLIC
	 
	 	My commission expires:











Exhibit
N Amended Partnership
Agreement
1st Half


5









 











EXHIBIT O DRAFT FORM ATTACHMENT TO CONTRACT TO PURCHASE

Transferring 49.5% Operating Partnership Interests




	 	 	 
	STATE OF NORTH DAKOTA
	 	 
	 

	 	ss
	COUNTY OF BURLEIGH
	 	 






On this the                     day of                                         , 2004 before me, the undersigned,
a notary public of said state, duly commissioned and sworn, personally appeared Paul J. Maddock,
to me known, who being by me duly sworn, did depose and say that he has an address of 1424 West
Century Avenue, #102, Bismarck, North Dakota 58503; that he is the President of Megan Asset
Management, Inc., the corporation described in and which executed and delivered the foregoing
instrument as the General Partner of Bayfield Low Income Housing Limited Partnership; and he
signed his name thereto on behalf of said corporation for the purposes therein contained.




     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year first
above written.



	 	 	 
	 
	 	 
	(SEAL)
	 	NOTARY PUBLIC
	 
	 	My commission expires:







Exhibit
N Amended Partnership
Agreement
1st Half


6









 








MANAGEMENT AGREEMENT




          MANAGEMENT
AGREEMENT, dated as of January 1, 2005 between MPF BAYFIELD ACQUISITION, LLC
a California limited liability company (the “MPFBA”), and MEGAN-ASSET MANAGEMENT, INC., a New York
corporation (the “Manager”).




          WHEREAS, MPFBA has entered into a Contract to Purchase Limited Partnership Interests dated as
of October 1, 2004 (“Purchase Contract”) to acquire up to 50% of Bayfield Low Income Housing
Limited Partners (“Bayfield”) interests in its Operating Partnerships and an option to purchase the
balance of Bayfield’s Operating Partnership Interests.
Capitalized terms used herein and not
otherwise defined herein shall have the meanings specified in the Purchase Contract;




          WHEREAS,
Bayfield was established in connection with the Joint Plan of Reorganization of 52
Debtors dated May 9, 1990, as amended (as amended, the “Plan”) under which fifty-two partnerships
have been reorganized under Chapter 11 of the United States
Bankruptcy Code and is the limited
partner of the Operating Partnerships;




          WHEREAS,
Manager is the General Partner and Independent Manager of Bayfield and has
been providing management services for Bayfield since 1990; and




          WHEREAS, pursuant to the Purchase Contract MPFBA has or will become an additional
limited partner of the Operating Partnerships and as such desires to employ Manager to perform
certain asset management services for MPFBA with respect to its interests in the Operating
Partnerships;




          NOW THEREFORE, in consideration of the promises and the covenants and agreements hereinafter
set forth, MPFBA and the Manager agree as follows:




          Section 1.
Appointment and Authority of Manager.




          MPFBA hereby appoints the Manager to oversee, on MPFBA’s behalf, the operations of the
Operating Partnerships under their respective Partnership Agreements and the Plan, including but
not limited to, (a) collection of all funds for MPFBA as provided in the Plan or the Operating
Partnerships’ Partnership Agreements (b) review of all K-l’s or tax returns relating to MPFBA’s
interests in the Operating Partnerships, and (c) obtaining tax information relating to MPFBAs’
interests in the Operating Partnerships. Without limitation of the foregoing, the Manager shall
perform the following duties:




          (i) Books of Account, Financial Reports





-1-









 






          (a) take possession and control of a master list of all MPFBA’s interests in the
Operating Partnerships;




          (b)
take possession and Control of and maintain all records and files relating to
the rights and obligations of MPFBA with respect to the Operating Partnerships and the
Developers;




          (c) obtain and furnish MPFBA a copy of each Operating Partnership’s audited or unaudited
statements of income and cash flow and balance sheet each year for the appropriate year-end period,
and any footnotes or notes related thereto, to the extent prepared by the Operating
Partnerships;




          (d) provide such other information and perform such other services as may from time to time
reasonably be required of it under the Plan or the Operating Partnerships’ partnership agreement
to attempt to assure the Purchase Contract successful implementation and
fulfillment.



       (ii) Monitoring the Projects




          (a) attempt to obtain and review annual income and expense statements and annual filings
with governmental agencies for each low-income housing project owned and operated by
the Operating Partnerships;




          (b) attempt to obtain complete year-end trial balances or other information from
Operating Partnerships in connection with the filing of the Operating Partnerships’ income
tax returns and distribution of K-l Forms to MPFBA and review the partnership income tax and
K-l Forms if the Operating Partnership;




          (c) every two years commencing in 2006, attempt to obtain and reviewing the Rural
Development inspection reports and correspondence with respect to all Operating Partnerships,
and provide copies or summary information to MPFBA;




          (d) consult with MPFBA and Developers with respect to problems and inquiries regarding
adjustments to incomes and expenses or proposed changes to tax laws;




          (e) advise MPFBA of any problems with any



-2-









 






Operating Partnership where action to remove any
managing agent or general partner of a Operating
Partnership should, in the opinion of the Manager, be effected; and



          Section 2.
Services Not Exclusive. The services of the Manager to MPFBA under this
Agreement are not to be deemed exclusive, and the Manager shall be free to render similar
services to Bayfield and others;




          Section 3.
Standard of Care. the Manager, will perform its duties hereunder in accordance
with the same standard of care that the Manager exercises or would exercise in connection with
actions similar to those provided for hereunder performed for Bayfield’s own account.




          Section 4.
Representation, of MPFBA. MPFBA represents and warrants to the Manager that the
execution, delivery and performance by MPFBA of this Agreement are within the powers of MPFBA and
have been duly authorized by all necessary action.




          Section 5.
Condition Precedent. This Agreement shall not become effective until the
delivery of the Purchase Contract, duly executed by the parties thereto and the payment of the
funds and delivery of other agreements due on Closing thereunder.




          Section 6.
Term. The rights and obligations of MPFBA and the Manager under this Agreement
shall commence as of January 1, 2005, and shall terminate on the earlier of;





          (a) any anniversary date of this Agreement following receipt of one
hundred eighty (180) days’ prior written termination notice by either party to the
other with respect to its rights and duties hereunder; and




          (b) any event of material default hereunder or under the Purchase Contract, the
Security Agreement, the Guaranty or the Secured Promissory Notes and the same
remaining uncured for a period of sixty (60) days after written notice by one party
to the other of such a default; and




          (c) the dissolution of MPFBA.



          Section 7.
Benefits of Agreement; Execution in Counterparts.





          (a) Nothing expressed or implied herein is



-3-









 






intended or shall be construed to confer upon or to give to any person, firm
or corporation, other than the parties hereto, any right, remedy or claim under or
by reason of this Agreement or of any term, covenant or condition hereof, and all
the terms, covenants, conditions, promises and agreements contained herein shall be
for the sole and exclusive benefit of the parties hereto and their respective
successors.




          (b) This Agreement may be executed by the parties hereto in separate
counterparts, each of which shall be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.



          Section 8.
Amendments. The provisions of this Agreement may be supplemented, modified or
amended only with the prior written consent of the parties hereto and only by written instrument
signed on behalf of all such parties.




          Section 9.
Notices. All notices, requests, demands and other communications required or
permitted to be given hereunder will be sufficiently given if in writing and delivered in person,
sent by United States certified mail, return receipt requested, postage prepaid, or sent by
overnight mail by a nationally recognized courier service (e.g., Federal Express) (a) in the case
of MPFBA, c/o Mackenzie Patterson Fuller, Inc. 1640 School Street, Moraga, CA 94556, (b) in the
case of the Manager, to Megan Asset Management, Inc., 1424 W. Century Avenue, Suite 102, Bismarck,
ND 58503 with a copy to Gary L. Maddock, 11936 W. 119th street, Overland Park, KS 66213,
or to such other address as any party may give to the others in writing at least ten (10) days
prior to the effective date of said change of address. Notices delivered in person shall be
effective upon receipt; notices delivered by mail shall be effective three (3) business days after
being deposited in the United States mail; notices delivered by overnight mail shall be effective
on the business day following delivery to the courier service.




          Section 10.
Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York.




          Section 11.
Compensation of the Manager. In consideration of the services rendered by the
Manager as described herein, the Manager will receive:





(a) For the calendar year 2005: a pro rata portion of $50,000 until and unless the
First Option is exercised, payable in advance in equal monthly installments on the
first day of each month; and



-4-









 






(b) for each calendar year after 2005, if the First Option under the
Purchase Contract is exercised (or a pro rata portion of the following if the First
Option is not exercised): $50,000 annually, increased by 2% annually beginning on
January 1, 2006 as a cost of living adjustment, payable in advance in equal monthly
installments on the first day of each month;




The annual management fees shall be reduced on a monthly basis for any cash received
from the Operating Partnerships for MPFBA’s account (whether on account of ordinary
income distributions, dissolution and liquidation of the Operating Partnerships or
otherwise).



          IN WITNESS WHEREOF, MPFBA and the Manager have caused this Agreement to be executed as of the
day and year first above written.




	 	 	 	 	 	 	 
	 	 	MEGAN ASSET MANAGEMENT, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Paul J. Maddock, President	 	 
	 
	 	 	 	 	 	 
	 	 	MPF BAYFIELD ACQUISITION, LLC	 	 
	 

	 	By:
	 	MacKenzie Patterson Fuller, Inc., its Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	C.E. Patterson President	 	 







-5-