exv10wxiy



 






Exhibit 10i




ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST

IN

CANAL TOWN ASSOCIATES




     The undersigned signatories hereto, hereby certify and state that CANAL TOWN
ASSOCIATES, Tax ID No. 16-1308165 (Partnership), is a New York limited partnership conducting
business under said name and in said State; that said Partnership is the owner of a six (6) units
apartment project located in Canasta, New York, known as M.H. Armstrong Apartments; and that the
names and respective interests of the partners in said Partnership are as follows, to wit;




CANAL TOWN DEVELOPMENT CORPORATION, General Partner, owner of a five percent (5%)
general partnership interest; and




BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP, Limited Partner,
owner of a ninety-five percent (95%) limited partnership interest.



     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 a forty-seven & 50/100 percent (47.5%) limited partnership interest in said
Partnership unto AFFORDABLE HOUSING PARTNERSHIP NO. 2 (Assignee) and does hereby retain on to
itself, a forty-seven & 50/100 percent (47.5%) limited partnership interest in said Partnership.



     In further consideration thereof, said Assignor does hereby allocate unto said Assignee,
fifty percent (50%) of the allocations to the limited partners of said Partnership for profits,
losses, tax credits and RTO (Return to Owner as defined by U.S.D.A. Rural Development) for the
calendar 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, and
by acceptance of this assignment, does herby agree to assume and to timely and faithfully perform
all obligations of Assignor arising out of this assignment, and all obligations of a limited
partner arising out of said Partnership agreement, as amended, from and after the effective date
hereof.



     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.



	 	 	 	 	 	 	 	 	 
	 

	 	INITIALS: PJM
	 	/s/ PJM
	 	FHN
	 	/s/ FHN
	 

	 	 	 	 
	 	 	 	 
	 

	 	 	 	5/10/04	 	 	 	 






Assignment of 47.5 %

Canal Town Associates

Page 1 of 2




 









 





     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.



     IN WITNESS WHEREOF, the Assignor and Assignee have executed this assignment and assumption,
and obtained the written consent and approval of the General Partner of said Partnership as set
forth below, effective the 1st day of April, 2004.



	 	 	 	 	 	 	 
	 	 	BAYFIELD LOW INCOME HOUSING LIMITED	 	 
	 	 	PARTNERSHIP, Assignor	 	 
	 
	 	 	 	 	 	 
	 

	 	BY
	 	/s/ Paul J. Maddock      5/10/04	 	 
	 

	 	 	 	 

PAUL J. MADDOCK, President of General Partner,
	 	 
	 

	 	 	 	Megan Asset Management, Inc.	 	 
	 
	 	 	 	 	 	 
	 	 	AFFORDABLE HOUSING PARTNERSHIP NO. 2,	 	 
	 	 	Assignee	 	 
	 
	 	 	 	 	 	 
	 

	 	BY
	 	/s/ F.H. Northrop	 	 
	 

	 	 	 	 

F. H. NORTHROP, President of Managing Partner,
	 	 
	 

	 	 	 	Affordable Housing For America, Inc.	 	 






CONSENT OF GENERAL PARTNER




     The undersigned, owner of a five percent (5%) general partnership interest in CANAL
TOWN ASSOCIATES, does hereby expressly approve the aforesaid transfer of a forty-seven & 50/100
percent (47.5%) limited partnership interest and the allocations of partnership interests as set
forth above, and consents to the inclusion of AFFORDABLE HOUSING PARTNERSHIP NO. 2 as an
additional limited partner of said Partnership.



	 	 	 	 	 	 	 	 	 
	 	 	CANAL TOWN DEVELOPMENT CORPORATION,	 	 
	 	 	General Partner	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	President	 	 






Assignment of 47.5 %

Canal Town Associates

Page 2 of 2




 









 





ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST

IN

CLE ELUM APARTMENT ASSOCIATES




     The undersigned signatories hereto, hereby certify and state that CLE ELUM APARTMENT
ASSOCIATES, Tax ID No. 91-1365708 (Partnership), is a Washington limited partnership conducting
business under said name and in said State; that said Partnership is the owner of a twenty (20)
units apartment project located in Cle Elum, Washington, known as Cle Elum Manor Apartments; and
that the names and respective interests of the partners in said Partnership are as follows, to wit;




MARY E. CASASSA, General Partner, owner of a five percent (5%) general
partnership interest; and




BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP, Limited Partner, owner of
a ninety-five percent (95%) limited partnership interest.



     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 a forty-seven & 50/100 percent (47.5%) limited partnership interest in said
Partnership unto AFFORDABLE HOUSING PARTNERSHIP NO. 2 (Assignee) and does hereby retain on to
itself, a forty-seven & 50/100 percent (47.5%) limited partnership interest in said Partnership.



     In further consideration thereof, said Assignor does hereby allocate unto said Assignee,
fifty percent (50%) of the allocations to the limited partners of said Partnership for profits,
losses, tax credits and RTO (Return to Owner as defined by U.S.D.A. Rural Development) for the
calendar 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, and
by acceptance of this assignment, does herby agree to assume and to timely and faithfully perform
all obligations of Assignor arising out of this assignment, and all obligations of a limited
partner arising out of said Partnership agreement, as amended, from and after the effective date
hereof.



     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.



	 	 	 	 	 	 	 	 	 
	 

	 	INITIALS: PJM
	 	/s/ PJM
	 	FHN
	 	/s/ FHN
	 

	 	 	 	 
	 	 	 	 
	 

	 	 	 	5/10/04	 	 	 	 






Assignment of 47.5 %

Cle Elum Apartment Associates

Page 1 of 2




 









 





     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.



     IN WITNESS WHEREOF, the Assignor and Assignee have executed this assignment and assumption,
and obtained the written consent and approval of the General Partner of said Partnership as set
forth below, effective the 1st day of April, 2004.



	 	 	 	 	 	 	 
	 	 	BAYFIELD LOW INCOME HOUSING LIMITED	 	 
	 	 	PARTNERSHIP, Assignor	 	 
	 
	 	 	 	 	 	 
	 

	 	BY
	 	/s/ Paul J. Maddock      5/10/04	 	 
	 

	 	 	 	 

PAUL J. MADDOCK, President of General Partner,
	 	 
	 

	 	 	 	Megan Asset Management, Inc.	 	 
	 
	 	 	 	 	 	 
	 	 	AFFORDABLE HOUSING PARTNERSHIP NO. 2,	 	 
	 	 	Assignee	 	 
	 
	 	 	 	 	 	 
	 

	 	BY
	 	/s/ F.H. Northrop	 	 
	 

	 	 	 	 

F. H. NORTHROP, President of Managing Partner,
	 	 
	 

	 	 	 	Affordable Housing For America, Inc.	 	 






CONSENT OF GENERAL PARTNER




     The undersigned, owner of a five percent (5%) general partnership interest in CLE ELUM
APARTMENT ASSOCIATES, does hereby expressly approve the aforesaid transfer of a forty-seven &
50/100 percent (47.5%) limited partnership interest and the allocations of partnership interests
as set forth above, and consents to the inclusion of AFFORDABLE HOUSING PARTNERSHIP NO. 2 as an
additional limited partner of said Partnership.



	 	 	 
	 

	 	 
	 

	 	MARY E. CASSASSA, General Partner






Assignment of 47.5 %

Cle Elum Apartment Associates

Page 2 of 2




 









 





ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST

IN

CLEVELAND COURTS, LTD,




     The undersigned signatories hereto, hereby certify and state that CLEVELAND COURTS,
LTD., Tax ID No. 64-0731601 (Partnership), is a Mississippi limited partnership conducting
business under said name and in said State; that said Partnership is the owner of an eighteen (18)
unit apartment project located in Cleveland, Mississippi, known as Cleveland Court Apartments; and
that the names and respective interests of the partners in said Partnership are as follows, to wit:




J.
T. LANGSTON, General Partner, owner of a one percent (1 %) general
partnership interest; and




BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP, Limited Partner, owner of a
ninety-nine percent (99%) limited partnership interest,



     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 a thirty-three percent (33%) limited partnership interest in said
Partnership unto AFFORDABLE HOUSING PARTNERSHIP NO. 2 (Assignee) and does hereby retain on to
itself; a sixty-six percent (66%) limited partnership interest in said Partnership.



     In further consideration thereof, said Assignor does hereby allocate unto said Assignee, a
proportionate share of the allocations to the limited partners of said Partnership for profits,
losses, tax credits and RTO (Return to Owner as defined by U.S.D.A. Rural Development) for the
calendar 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, and
by acceptance of this assignment, does hereby agree to assume and to timely and faithfully perform
all obligations of Assignor arising out of this assignment, and all obligations of a limited
partner arising out of said Partnership agreement, as amended, from and after the effective date
hereof.



     Nothing contained herein or contained in the Partnership agreement amended, shall cause more
than an aggregate of thirty-three percent (33%) of Assignor’s interests in said Partnership
to be transferred from the Assignor to the Assignee.



	 	 	 	 	 	 	 	 	 
	 

	 	INITIALS: PJM
	 	/s/ PJM
	 	FHN
	 	/s/ FHN
	 

	 	 	 	 
	 	 	 	 
	 

	 	 	 	7/29/04	 	 	 	 






Assignment of 33%

Cleveland Courts

Page 1 of 2




 









 





     Anything contained herein or in the said Partnership agreement, as amended, to the
contrary not withstanding, allocating a greater than thirty-three percent (33%) 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.



     IN WITNESS WHEREOF, the Assignor and Assignee have executed this assignment and assumption,
and obtained the written consent and approval of the General Partner of said Partnership as set
forth below, effective the
15th day of April, 2004.



	 	 	 	 	 	 	 
	 	 	BAYFIELD LOW INCOME HOUSING LIMITED	 	 
	 	 	PARTNERSHIP, Assignor	 	 
	 
	 	 	 	 	 	 
	 

	 	BY
	 	/s/ Paul J. Maddock      7/29/04	 	 
	 

	 	 	 	 

PAUL J. MADDOCK, President of General Partner,
	 	 
	 

	 	 	 	Megan Asset Management, Inc.	 	 
	 
	 	 	 	 	 	 
	 	 	AFFORDABLE HOUSING PARTNERSHIP NO. 2,	 	 
	 	 	Assignee	 	 
	 
	 	 	 	 	 	 
	 

	 	BY
	 	/s/ F.H. Northrop	 	 
	 

	 	 	 	 

F. H. NORTHROP, President of Managing Partner,
	 	 
	 

	 	 	 	Affordable Housing For America, Inc.	 	 






CONSENT OF GENERAL PARTNER




     The undersigned, owner of the general partnership interests in CLEVELAND COURTS, LTD.,
does hereby expressly approve the aforesaid transfer of a thirty-three percent (33%) limited
partnership interest and the allocations of partnership interests as set forth above, and consent
to the inclusion of AFFORDABLE HOUSING PARTNERSHIP NO. 2 as an additional limited partner of said
Partnership.



	 	 	 
	 

	 	 
	 

	 	J. T. LANGSTON, 1% General Partner






Assignment of 33%

Cleveland Courts

Page 2 of 2




 









 





ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST

IN

EAST MAGNOLIA VILLAGE, L.P.




     The undersigned signatories hereto, hereby certify and state that EAST MAGNOLIA
VILLAGE, L.P., Tax ID No. 64-0699384 (Partnership), is a Mississippi limited partnership
conducting business under said name and in said State; that said Partnership is the owner of a
twenty-four (24) units apartment project located in Port Gibson, Mississippi, known as EAST
MAGNOLIA VILLAGE; and that the names and respective interests of the partners in said Partnership
are as follows, to wit:




J & A, INC., General Partner, owner of a one percent (1%) general
partnership interest; and




BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP, Limited Partner, owner of a
ninety-nine percent (99%) limited partnership interest.



     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 a forty-nine & 50/100 percent (49.5%) limited partnership interest in said
Partnership unto AFFORDABLE HOUSING PARTNERSHIP NO. 2 (Assignee) and does hereby retain on to
itself, a forty-nine & 50/100 percent (49.5%) limited partnership interest in said Partnership.



     In further consideration thereof, said Assignor does hereby allocate unto said Assignee,
fifty percent (50%) of the allocations to the limited partners of said Partnership for profits,
losses, tax credits and RTO (Return to Owner as defined by U.S.D.A. Rural Development) for the
calendar 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, and
by acceptance of this assignment, does herby agree to assume and to timely and faithfully perform
all obligations of Assignor arising out of this assignment, and all obligations of a limited
partner arising out of said Partnership agreement, as amended, from and after the effective date
hereof.



     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.



	 	 	 	 	 	 	 	 	 
	 

	 	INITIALS: PJM
	 	/s/ PJM
	 	FHN
	 	/s/ FHN
	 

	 	 	 	 
	 	 	 	 
	 

	 	 	 	5/10/04	 	 	 	 






Assignment of 49.5 %

East Magnolia Village, L.P.

Page 1 of 2




 









 





     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.



     IN WITNESS WHEREOF, the Assignor and Assignee have executed this assignment and assumption,
and obtained the written consent and approval of the General Partner of said Partnership as set
forth below, effective the 1st day of April, 2004.



	 	 	 	 	 	 	 
	 	 	BAYFIELD LOW INCOME HOUSING LIMITED	 	 
	 	 	PARTNERSHIP, Assignor	 	 
	 
	 	 	 	 	 	 
	 

	 	BY
	 	/s/ PAUL MADDOCK      5/10/04	 	 
	 

	 	 	 	 

PAUL J. MADDOCK, President of General Partner,
	 	 
	 

	 	 	 	Megan Asset Management, Inc.	 	 
	 
	 	 	 	 	 	 
	 	 	AFFORDABLE HOUSING PARTNERSHIP NO. 2,	 	 
	 	 	Assignee	 	 
	 
	 	 	 	 	 	 
	 

	 	BY
	 	/s/ F. H. NORTHROP	 	 
	 

	 	 	 	 

F. H. NORTHROP, President of Managing Partner,
	 	 
	 

	 	 	 	Affordable Housing For America, Inc.	 	 






CONSENT OF GENERAL PARTNER




     The undersigned, owner of a one percent (1%) general partnership interest in East
Magnolia Village, L.P., does hereby expressly approve the aforesaid transfer of a forty-nine &
50/100 percent (49.5%) limited partnership interest and the allocations of partnership interests
as set forth above, and consents to the inclusion of AFFORDABLE HOUSING PARTNERSHIP NO. 2 as an
additional limited partner of said Partnership.



	 	 	 	 	 	 	 	 	 
	 	 	J & A, INC., General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	BY	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	President	 	 






Assignment of 49.5 %

East Magnolia Village, L,.P,

Page 2 of 2




 









 





ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST

IN

ELLIOTT MANOR, LTD.




     The undersigned signatories hereto, hereby certify and state that ELLIOTT MANOR, LTD.,
Tax ID No. 61-1213080 (Partnership), is a Kentucky limited partnership conducting business under
said name and in said State; that said Partnership is the owner of a twenty-four (24) unit
apartment project located in Sandy Hook, Kentucky, known as Elliott Manor Apartments; and that the
names and respective interests of the partners in said Partnership are as follows, to wit;




WWW II, LLC, General Partner, owner of a one percent (1%) general partnership
interest; and




BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP, Limited Partner, owner of a
ninety-nine percent (99%) limited partnership
interest,



     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 a thirty-three percent (33%) limited partnership interest in said Partnership
unto AFFORDABLE HOUSING PARTNERSHIP NO. 2 (Assignee) and does hereby retain on to itself, a
sixty-six percent (66%) limited partnership interest in said Partnership.



     In further consideration thereof, said Assignor does hereby allocate unto said Assignee, a
proportionate share of the allocations to the limited partners of said Partnership for profits,
losses, tax credits and RTO (Return to Owner as defined by U.S.D.A. Rural Development) for the
calendar 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 said 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, and
by acceptance of this assignment, does hereby agree to assume and to timely and faithfully perform,
all obligations of Assignor arising out of this assignment, and all obligations of a limited
partner arising out of said Partnership agreement, as amended, from and after the effective date
hereof.



     Nothing contained herein or contained in the Partnership agreement amended, shall cause more
than an aggregate of thirty-three percent (33%) of Assignor’s interests in said Partnership to be
transferred from the Assignor to the Assignee.



	 	 	 	 	 	 	 	 	 
	 

	 	INITIALS: PJM
	 	/s/ PJM
	 	FHN
	 	/s/ FHN
	 

	 	 	 	 
	 	 	 	 
	 

	 	 	 	7/29/04	 	 	 	 






Assignment of 33%

Elliott Manor

Page 1 of 2




 









 





     Anything contained herein or in the said Partnership agreement, as amended, to the
contrary not withstanding, allocating a greater than thirty-three percent (33%) 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.



     IN WITNESS WHEREOF, the Assignor and Assignee have executed this assignment and assumption,
and obtained the written consent and approval of the General Partner of said Partnership as set
forth below, effective the
15th day
of April, 2004.



	 	 	 	 	 	 	 
	 	 	BAYFIELD LOW INCOME HOUSING LIMITED	 	 
	 	 	PARTNERSHIP, Assignor	 	 
	 
	 	 	 	 	 	 
	 

	 	BY
	 	/s/ PAUL J. MADDOCK      7/29/04	 	 
	 

	 	 	 	 

PAUL J. MADDOCK, President of General Partner,
	 	 
	 

	 	 	 	Megan Asset Management, Inc.	 	 
	 
	 	 	 	 	 	 
	 	 	AFFORDABLE HOUSING PARTNERSHIP NO. 2,	 	 
	 	 	Assignee	 	 
	 
	 	 	 	 	 	 
	 

	 	BY
	 	/s/ F. N. NORTHROP	 	 
	 

	 	 	 	 

F. N. NORTHROP, President of Managing Partner,
	 	 
	 

	 	 	 	Affordable Housing For America, Inc.	 	 






CONSENT OF GENERAL PARTNER



The undersigned, owner of the general partnership interests in ELLIOTT MANOR, LTD., does
hereby expressly approve the aforesaid transfer of a thirty-three percent (33%) limited partnership
interest and the allocations of partnership interests as set forth
above, and consent to the
inclusion of AFFORDABLE HOUSING PARTNERSHIP NO. 2 as an additional limited partner of said
Partnership.




	 	 	 	 	 	 	 
	 	 	WWW II, LLC, 1% General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

CAROL WORSHAM, Manager
	 	 






Assignment of 33%

Elliott Manor

Page 2 of 2




 









 





ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST

IN

FRANKLIN VISTA II, LTD.




     The undersigned signatories hereto, hereby certify and state that FRANKLIN VISTA II,
LTD., Tax ID No. 85-0359232 (Partnership), is a New Mexico limited partnership conducting business
under said name and in said State; that said Partnership is the owner of a twenty-Eight (28) unit
apartment project located in Anthony, New Mexico, known as Franklin Vista II Apartments; and that
the names and respective interests of the partners in said Partnership are as follows, to wit:




JACK L. CURRY, General Partner, owner of a two & 50/100 percent interest
(2.5%) general partnership interest;




LINDSAY B. HOLT, General Partner, owner of a one & 666/1000 percent (1.666%)
general partnership interest:




J. SCOTT FISHBURN, General Partner, owner of a zero & 834/1000 percent
(0.834%) general partnership interest; and




BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP, Limited Partner, owner of a
ninety-five percent (95%) limited partnership interest.



     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 a forty-seven & 50/100 percent (47.5%) limited partnership interest in said
Partnership unto AFFORDABLE HOUSING PARTNERSHIP NO. 2 (Assignee) and does hereby retain on to
itself, a forty-seven & 50/100 percent (47.5%) limited partnership interest in said Partnership.



     In further consideration thereof, said Assignor does hereby allocate unto said Assignee,
fifty percent (50%) of the allocations to the limited partners of said Partnership for profits,
losses, tax credits and RTO (Return to Owner as defined by U.S.D.A. Rural Development) for the
calendar 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, and
by acceptance of this assignment, does herby agree to assume and to timely and faithfully perform
all obligations of Assignor arising out of this assignment, and all obligations of a limited
partner arising out of said Partnership agreement, as amended, from and after the effective date
hereof.



	 	 	 	 	 	 	 	 	 
	 

	 	INITIALS: PJM
	 	/s/ PJM
	 	FHN
	 	/s/ FHN
	 

	 	 	 	 
	 	 	 	 
	 

	 	 	 	5/10/04	 	 	 	 






Assignment of 47.5 %

Franklin Vista II, Ltd.

Page 1 of 2




 









 





     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.



     IN WITNESS WHEREOF, the Assignor and Assignee have executed this assignment and assumption,
and obtained the written consent and approval of the General Partner of said Partnership as set
forth below, effective the 1st day of April, 2004.



	 	 	 	 	 	 	 
	 	 	BAYFIELD LOW INCOME HOUSING LIMITED	 	 
	 	 	PARTNERSHIP, Assignor	 	 
	 
	 	 	 	 	 	 
	 

	 	BY
	 	/s/ PAUL J. MADDOCK      5/10/04	 	 
	 

	 	 	 	 

PAUL J. MADDOCK, President of General Partner,
	 	 
	 

	 	 	 	Megan Asset Management, Inc.	 	 
	 
	 	 	 	 	 	 
	 	 	AFFORDABLE HOUSING PARTNERSHIP NO. 2,	 	 
	 	 	Assignee	 	 
	 
	 	 	 	 	 	 
	 

	 	BY
	 	/s/ F. H. NORTHROP	 	 
	 

	 	 	 	 

F. H. NORTHROP, President of Managing Partner,
	 	 
	 

	 	 	 	Affordable Housing For America, Inc.	 	 






CONSENT OF GENERAL PARTNERS




     The
undersigned, owners of the general partnership interests in FRANKLIN VISTA II,
LTD., do hereby expressly approve the aforesaid transfer of a
forty-seven & 50/100 percent (47.5%)
limited partnership interest and the allocations of partnership interests as set forth above, and
consent to the inclusion of AFFORDABLE HOUSING PARTNERSHIP NO. 2 as an additional limited partner
of said Partnership.



	 	 	 	 	 
	 

	 	 

JACK L. CURRY, 2.5% General Partner
	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 

	 	LINDSAY B. HOLT, 1.666% General Partner	 	 
	 
	 	 	 	 
	 

	 	 

J. SCOTT FISHBURN, 0.834% General Partner
	 	 






Assignment
of 47.5 %

Franklin Vista II, Ltd.

Page 2 of 2




 









 





ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST

IN

GILMAN SENIOR APARTMENTS, L. P.




     The undersigned signatories hereto, hereby certify and state that GILMAN SENIOR
APARTMENTS, L.P., Tax ID No. 43-1546702 (Partnership), is a Missouri limited partnership
conducting business under said name and in said State; that said Partnership is the owner of a six
(6) unit apartment project located in Gilman City, Missouri, known as Gilman Senior Apartments;
and that the names and respective interests of the partners in said Partnership are as Follows, to
wit:




MURRAY CHILDERS, General Partner, owner of a one percent (1%) general
partnership interest; and




BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP, Limited Partner, owner of a
ninety-nine percent (99%) limited partnership interest,



     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 a thirty-two and one-half percent (32.5%) limited partnership interest in said
Partnership unto AFFORDABLE HOUSING PARTNERSHIP NO. 2 (Assignee) and does hereby retain to itself, a sixty-six and one-half percent (66.5%) limited partnership interest in said
Partnership.



     In further consideration thereof, said Assignor does hereby allocate unto said Assignee, a
proportionate share of the allocations to the limited partners of said Partnership for profits,
losses, tax credits and RTO (Return to Owner as defined by U.S.D.A. Rural Development) for the
calendar 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, and
by acceptance of this assignment, does hereby agree to assume and to timely and faithfully perform
all obligations of Assignor arising out of this assignment, and all obligations of a limited
partner arising out of said Partnership agreement, as amended, from and after the effective date
hereof.



     Nothing contained herein or contained in the Partnership agreement amended, shall cause more
than an aggregate of thirty-two and one-half percent (32.5%) of Assignor’s interests in said
Partnership to be transferred from the Assignor to the Assignee.



	 	 	 	 	 	 	 	 	 
	 

	 	INITIALS: PJM
	 	/s/ PJM
	 	FHN
	 	/s/ FHN
	 

	 	 	 	 
	 	 	 	 
	 

	 	 	 	7/29/04	 	 	 	 






Assignment of 30.5%

Gilmnan Senior

Page 1 of 2




 









 





     Anything contained herein or in the said Partnership agreement, as amended, to the
contrary not withstanding, allocating a greater than thirty-two and one-half percent (32.5%)
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,



     IN WITNESS WHEREOF, the Assignor and Assignee have executed this assignment and assumption,
and obtained the written consent and approval of the General Partner of said Partnership as set
forth below, effective the
15th day of April, 2004.



	 	 	 	 	 	 	 
	 	 	BAYFIELD LOW INCOME HOUSING LIMITED	 	 
	 	 	PARTNERSHIP, Assignor	 	 
	 
	 	 	 	 	 	 
	 

	 	BY
	 	/s/ PAUL J. MADDOCK      7/29/04	 	 
	 

	 	 	 	 

PAUL J. MADDOCK, President of General Partner,
	 	 
	 

	 	 	 	Megan Asset Management, Inc.	 	 
	 
	 	 	 	 	 	 
	 	 	AFFORDABLE HOUSING PARTNERSHIP NO. 2,	 	 
	 	 	Assignee	 	 
	 
	 	 	 	 	 	 
	 

	 	BY
	 	/s/ F. H. NORTHROP	 	 
	 

	 	 	 	 

F. H. NORTHROP, President of Managing Partner,
	 	 
	 

	 	 	 	Affordable Housing For America, Inc.	 	 






CONSENT OF GENERAL PARTNER



The undersigned, owner of the general partnership interests in GILMAN SENIOR APARTMENTS, L.P.,
does hereby expressly approve the aforesaid transfer of a thirty-two and one-half percent (32.5%)
limited partnership interest and the allocations of partnership interests as set forth above, and
consent to the inclusion of AFFORDABLE HOUSING PARTNERSHIP NO. 2 as an additional limited partner
of said Partnership.




	 	 	 
	 

	 	 
	 

	 	MURRAY CHTLDERS, 1% General Partner






Assignment of 30.5%

Gilmott Senior

Page 2 of 2




 









 





ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST

IN

HITCHCOCK HOUSING, LTD.




     The undersigned signatories hereto, hereby certify and state that HITCHCOCK HOUSING,
LTD, Tax ID No. 76-0136950 (Partnership), is a Texas limited partnership conducting business under
said name and in said State; that said Partnership is the owner of a forty (40) units apartment
project located in Hitchcock, Texas known as Mesquete Woods Apartments; and that the names and
respective interests of the partners in said Partnership are as follows, to wit:




MARION TOMPKINS, General Partner, owner of a five percent (5%) general
partnership interest; and




BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP, Limited Partner, owner
of a ninety-five percent (95%) limited partnership interest.



     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 a forty-seven & 50/100 percent (47.5%) limited partnership interest in said
Partnership unto AFFORDABLE HOUSING PARTNERSHIP NO. 2 (Assignee) and does hereby retain on to
itself, a forty-seven & 50/100 percent (47.5%) limited partnership interest in said Partnership.



     In further consideration thereof, said Assignor does hereby allocate unto said Assignee,
fifty percent (50%) of the allocations to the limited partners of said Partnership for profits,
losses, tax credits and RTO (Return to Owner as defined by U.S.D.A. Rural Development) for the
calendar 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, and
by acceptance of this assignment, does herby agree to assume and to timely and faithfully perform
all obligations of Assignor arising out of this assignment, and all obligations of a limited
partner arising out of said Partnership agreement, as amended, from and after the effective date
hereof.



     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.



	 	 	 	 	 	 	 	 	 
	 

	 	INITIALS: PJM
	 	/s/ PJM
	 	FHN
	 	/s/ FHN
	 

	 	 	 	 
	 	 	 	 
	 

	 	 	 	5/10/04	 	 	 	 






Assignment of 47.5%

Hitchcock Housing, Ltd.

Page 1 of 2




 









 





     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.



     IN WITNESS WHEREOF, the Assignor and Assignee have executed this assignment and assumption,
and obtained the written consent and approval of the General Partner of said Partnership as set
forth below, effective the 1st day of April, 2004.



	 	 	 	 	 	 	 
	 	 	BAYFIELD LOW INCOME HOUSING LIMITED	 	 
	 	 	PARTNERSHIP, Assignor	 	 
	 
	 	 	 	 	 	 
	 

	 	BY
	 	/s/ PAUL J. MADDOCK      5/10/04	 	 
	 

	 	 	 	 

PAUL J. MADDOCK, President of General Partner,
	 	 
	 

	 	 	 	Megan Asset Management, Inc.	 	 
	 
	 	 	 	 	 	 
	 	 	AFFORDABLE HOUSING PARTNERSHIP NO. 2,	 	 
	 	 	Assignee	 	 
	 
	 	 	 	 	 	 
	 

	 	BY
	 	/s/ F. H. NORTHROP	 	 
	 

	 	 	 	 

F. H. NORTHROP, President of Managing Partner,
	 	 
	 
	 

	 	 	 	Affordable Housing For America, Inc.	 	 






CONSENT OF GENERAL PARTNER




     The undersigned, owner of a five percent (5%) general partnership interest in
HITCHCOCK HOUSING, LTD. does hereby expressly approve the aforesaid transfer of a forty-seven &
50/100 percent (47.5%) limited partnership interest and the allocations of partnership interests
as set forth above, and consents to the inclusion of AFFORDABLE HOUSING PARTNERSHIP NO. 2 as an
additional limited partner of said Partnership.



	 	 	 
	 

	 	 
	 

	 	MARION TOMPKINS, General Partner






Assignment of 47.5%

Hitchcock Housing, Ltd.

Page 2 of 2




 









 





ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST

IN

HURRICANE, LTD.




     The undersigned signatories hereto, hereby certify and state that HURRICANE, LTD., Tax
ID No. 88-0209793 (Partnership), is a Utah limited partnership conducting business under said name
and in said State; that said Partnership is the owner of a twenty four (24) unit apartment project
located in Hurricane, Utah known as Hurricane Apartments; and that the names and respective
interests of the partners in said Partnership are as follows, to wit:




JACQUELIN S. RAYSON, General Partner, owner of a two & 50/100 percent (2.5%)
general partnership interest;




ARTHUR D. SARTINI, General Partner, owner of a two & 50/100 percent (2.5%) general
partnership interest; and




BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP, Limited Partner, owner of a
ninety-five percent (95%) limited partnership interest.



     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 a forty-seven percent (47%) limited partnership interest in said Partnership
unto AFFORDABLE HOUSING PARTNERSHIP NO. 2 (Assignee) and does hereby retain on to itself, a
forty-eight percent (48%) limited partnership interest in said Partnership.



     In further consideration thereof, said Assignor does hereby allocate unto said Assignee, a
proportionate share of the allocations to the limited partners of said Partnership for profits,
losses, tax credits and RTO (Return to Owner as defined by U.S.D.A. Rural Development) for the
calendar 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, and
by acceptance of this assignment, does herby agree to assume and to timely and faithfully perform
all obligations of Assignor arising out of this assignment, and all obligations of a limited
partner arising out of said Partnership agreement, as amended, from and after the effective date
hereof.



	 	 	 	 	 	 	 	 	 
	 

	 	INITIALS: PJM
	 	/s/ PJM
	 	FHN
	 	/s/ FHN
	 

	 	 	 	 
	 	 	 	 





Assignment of 47%

Hurricane, Ltd.

Page 1 of 2




 









 





     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.



     IN WITNESS WHEREOF, the Assignor and Assignee have executed this assignment and assumption,
and obtained the written consent and approval of the General Partner of said Partnership as set
forth below, effective the 15th day of April, 2004.



	 	 	 	 	 	 	 
	 	 	BAYFIELD LOW INCOME HOUSING LIMITED	 	 
	 	 	PARTNERSHIP, Assignor	 	 
	 
	 	 	 	 	 	 
	 

	 	BY
	 	/s/ PAUL J. MADDOCK      4/30/04	 	 
	 

	 	 	 	 

PAUL J. MADDOCK, President of General Partner,
	 	 
	 

	 	 	 	Megan Asset Management, Inc.	 	 
	 
	 	 	 	 	 	 
	 	 	AFFORDABLE HOUSING PARTNERSHIP NO. 2,	 	 
	 	 	Assignee	 	 
	 
	 	 	 	 	 	 
	 

	 	BY
	 	/s/ F. H. NORTHROP	 	 
	 

	 	 	 	 

F. H. NORTHROP, President of Managing Partner,
	 	 
	 

	 	 	 	Affordable Housing For America, Inc.	 	 






CONSENT OF GENERAL PARTNERS




     The undersigned, owners of the general partnership interests in HURRICANE, LTD., do
hereby expressly approve the aforesaid transfer of a forty-seven percent (47%) limited partnership
interest and the allocations of partnership interests as set forth above, and consent to the
inclusion of AFFORDABLE HOUSING PARTNERSHIP NO. 2 as an additional limited partner of said
Partnership.



	 	 	 
	 

	 	 
	 

	 	JACQUELIN S. RAYSON, 2.5% General Partner
	 
	 	 
	 

	 	 
	 

	 	ARTHUR D. SARTINI, 2.5% General Partner






Assignment of 47%

Hurricane, Ltd.

Page 2 of 2





 









 







ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST

IN

KENT SUMMIT, LTD.




     The
undersigned signatories hereto, hereby certify and state that KENT SUMMIT, LTD., Tax ID No. 61-1200457 (Partnership), is a Kentucky limited partnership conducting business under said
name and in said State; that said Partnership is the owner of an eight (8) unit apartment project
located in Kent Summit, Kentucky, known as Kent Summit Apartments; and that the names and
respective interests of the partners in said Partnership are as follows, to wit:




WWW II, LLC, General Partner, owner of a one percent (1%) general partnership
interest; and




BAYHELD LOW INCOME HOUSING LIMITED PARTNERSHIP, Limited Partner, owner of a
ninety-nine percent (99%) limited partnership
interest,



     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 a thirty-three percent (33%) limited partnership interest in said Partnership
unto AFFORDABLE HOUSING PARTNERSHIP NO. 2 (Assignee) and does hereby retain on to itself, a
sixty-six percent (66%) limited partnership interest in said Partnership.



     In further consideration thereof, said Assignor does hereby allocate unto said Assignee, a
proportionate share of the allocations to the limited partners of said Partnership for profits,
losses, tax credits and RTO (Return to Owner as defined by U.S.D A Rural Development) for the
calendar 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, and
by acceptance of this assignment, does hereby agree to assume and to timely and faithfully perform
all obligations of Assignor arising out of this assignment, and all obligations of a limited
partner arising out of said Partnership agreement, as amended, from and after the effective date
hereof.



     Nothing contained herein or contained in the Partnership agreement amended, shall cause more
than an aggregate of thirty-three percent (33%) of Assignor’s interests in said Partnership to be
transferred from the Assignor to the Assignee.



INITIALS:
PJM /s/ PJM FHN /s/ FHN

7/29/04                         




Assignment of 33%

Kent Summit

Page 1 of 2




 









 








     Anything contained herein or in the said Partnership agreement, as amended, to
the contrary not withstanding, allocating a greater than thirty-three percent (33%) 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.



     IN WITNESS WHEREOF, the Assignor and Assignee have executed this assignment and assumption,
and obtained the written consent and approval of the General Partner of said Partnership as set
forth below, effective the
15th day of April, 2004.



	 	 	 	 	 	 	 
	 	 	BAYFIELD LOW INCOME HOUSING LIMITED

PARTNERSHIP, Assignor	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Paul J. Maddock 7/29/04	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	PAUL J. MADDOCK, President of General Partner,
Megan Asset Management, Inc.	 	 
	 
	 	 	 	 	 	 
	 	 	AFFORDABLE HOUSING
PARTNERSHIP NO. 2, Assignee	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ F. N. Northrop	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	F. N. NORTHROP, President of
Managing Partner,
 Affordable Housing For America, Inc.	 	 






CONSENT OF GENERAL PARTNER



The undersigned, owner of the general partnership interests in KENT SUMMIT, LTD., does hereby
expressly approve the aforesaid transfer of a thirty-three percent (33%) limited partnership
interest and the allocations of partnership interests as set forth above, and consent to the
inclusion of AFFORDABLE HOUSING PARTNERSHIP NO. 2 as an additional limited partner of said
Partnership.




	 	 	 	 	 	 	 
	 	 	WWW II, LLC, 1% General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	CAROL WORSHAM, Manager	 	 






Assignment of 33%

Kent Summit

Page 2 of 2





 









 








ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST

IN

KINGSWQOD II, LTD.




     The undersigned signatories hereto, hereby certify and state that KINGSWOOD II, LTD.,
Tax ID No. 64-0748372 (Partnership), is a Mississippi limited
partnership, conducting business
under said name and in said State; that said Partnership is the owner of a twenty four (24) units
apartment project located in Mt. Olive, Mississippi known as Kingswood II Apartments; and that the
names and respective interests of the partners in said Partnership are as follows, to wit:




HARRISON FORD, General Partner, owner of a two & 50/100 percent (2.5%) general
partnership interest;




T. L. PITTMAN, General Partner, owner of a two & 50/100 percent (2.5%) general
partnership interest; and




BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP, Limited Partner, owner of
a ninety-five percent (95%) limited partnership interest.



     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 a forty-seven & 50/100 percent (47.5%) limited partnership interest in said
Partnership unto AFFORDABLE HOUSING PARTNERSHIP NO. 2 (Assignee) and does hereby retain on to
itself, a forty-seven & 50/100 percent (47.5%) limited partnership interest in said Partnership.



     In further consideration thereof, said Assignor does hereby allocate unto said Assignee, fifty
percent (50%) of the allocations to the limited partners of said Partnership for profits, losses,
tax credits and RTO (Return to Owner as defined by U.S.D.A. Rural  Development) for the calendar
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, and
by acceptance of this assignment, does herby agree to assume and to timely and faithfully perform
all obligations of Assignor arising out of this assignment, and all obligations of a limited
partner arising out of said Partnership agreement, as amended, from and after the effective date
hereof.



INITIALS:
PJM /s/ PJM FHN /s/ FHN

5/10/04                         




Assignment of 47.5 %

Kingswood II, Ltd.

Page 1 of 2




 









 





     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.



     IN WITNESS WHEREOF, the Assignor and Assignee have executed this assignment and
assumption, and obtained the written consent and approval of the General Partner of
said Partnership as set forth below, effective the
1st day of April, 2004.



	 	 	 	 	 	 	 
	 	 	BAYFIELD LOW INCOME HOUSING LIMITED

PARTNERSHIP, Assignor	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Paul J. Maddock 5/10/04	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	PAUL J. MADDOCK, President of
General Partner, 
Megan Asset Management, Inc.	 	 
	 
	 	 	 	 	 	 
	 	 	AFFORDABLE HOUSING PARTNERSHIP NO. 2,
Assignee	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ F. H. NORTHROP	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	F. H. NORTHROP, President of Managing Partner,
Affordable Housing For America, Inc.	 	 






CONSENT OF GENERAL PARTNERS




     The undersigned, owners of the general partnership interests in KINGSWOOD II,
LTD., do hereby expressly approve the aforesaid transfer of a forty-seven & 50/100
percent (47.5%) limited partnership interest and the allocations of partnership interests
as set forth above, and consent to the inclusion of AFFORDABLE HOUSING
PARTNERSHIP NO. 2 as an additional limited partner of said Partnership.



	 	 	 	 	 
	 

	 	 

HARRISON FORD, 2.5% General Partner
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	T. L. PTIIMAN, 2.5% General Partner	 	 






Assignment of 47.5 %

Kingswood II, Ltd.

Page 2 of 2






 









 








ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST

IN

LAKECREST, LTD.




     The undersigned signatories hereto, hereby certify and state that LAKECREST, LTD.,
Tax ID No. 61-1059430 (Partnership), is a Kentucky limited partnership conducting business under
said name and in said State; that said Partnership is the owner of a thirty six (36) units
apartment project located in Elizabethtown, Kentucky known as Lakecrest Apartments; and that the
names and respective interests of the partners in said Partnership are as follows, to wit:




EDWARD L. STRANEY, General Partner, owner of a five percent (5%) general
partnership interest; and




BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP, Limited Partner, owner of a
ninety-five percent (95%) limited partnership interest.



     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 a forty-four & 50/100 percent (44.5%) limited partnership interest in said
Partnership unto AFFORDABLE HOUSING PARTNERSHIP NO. 2 (Assignee) and does hereby retain on to
itself, a fifty & 50/100 percent (50.5%) limited partnership interest in said Partnership.



     In further consideration thereof, said Assignor does hereby allocate unto said Assignee, a
proportionate share of the allocations to the limited partners of said Partnership for profits,
losses, tax credits and RTO (Return to Owner as defined by U.S.D.A. Rural Development) for the
calendar 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,
and by acceptance of this assignment, does herby agree to assume and to timely and faithfully
perform all obligations of Assignor arising out of this assignment, and all obligations of a
limited partner arising out of said Partnership agreement, as amended, from and after the
effective date hereof.



     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.



INITIALS:
 PJM /s/ PJM FHN /s/ FHN




Assignment of 44.5 %

Lakecrest, Ltd.

Page 1 of 2




 









 








     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.



     IN WITNESS WHEREOF, the Assignor and Assignee have executed this assignment and
assumption, and obtained the written consent and approval of the General Partner of
said Partnership as set forth below, effective the 15th day of April, 2004.



	 	 	 	 	 	 	 
	 	 	BAYFIELD LOW INCOME
HOUSING LIMITED PARTNERSHIP, Assignor	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Paul J. Maddock 6/30/04	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	PAUL J. MADDOCK, President of General Partner,
Megan Asset Management, Inc.	 	 
	 
	 	 	 	 	 	 
	 	 	AFFORDABLE HOUSING PARTNERSHIP NO. 2,

Assignee	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ F. H. Northrop	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	F. H. NORTHROP, President of Managing Partner,
Affordable Housing For America, Inc.	 	 






CONSENT OF GENERAL PARTNER




     The undersigned, owner of a five percent (5%) general partnership interest in
LAKECREST, LTD. does hereby expressly approve the aforesaid transfer of a forty-four &
50/100 percent (44.5%) limited partnership interest and the allocations of partnership
interests as set forth above, and consents to the inclusion of
AFFORDABLE HOUSING PARTNERSHIP NO. 2 as an additional limited partner of said Partnership.



	 	 	 	 	 
	 

	 	 

EDWARD L. STRANEY, General Partner
	 	 






Assignment of 44.5%

Lakecrest, Ltd.

Page 2 of 2




 









 








ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST

IN

LAUREL WOOD APARTMENTS, L.P.




     The undersigned signatories hereto, hereby certify and state that LAUREL
WOOD APARTMENTS, L.P., Tax ID No. 61-1213931 (Partnership), is a Tennessee limited
partnership conducting business under said name and in said State; that said Partnership
is the owner of a thirty five (35) unit apartment project located in Collierville,
Tennessee known as Laurel Wood Apartments; and that the names and respective interests
of the partners in said Partnership are as follows, to wit:




JIM A. WATKINS, General Partner, owner of a three & 984/1000 percent (3.984%)
general partnership interest;




ARVIL DOBSON, General Partner, owner of a one & 16/1000 percent
(1.016%) general partnership interest; and




BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP, Limited Partner,
owner of a ninety-five percent (95%) limited partnership
interest.



     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 a forty-seven & 50/100 percent (47.5%)
limited partnership interest in said Partnership unto AFFORDABLE HOUSING PARTNERSHIP NO.
2 (Assignee) and does hereby retain on to itself, a forty-seven & 50/100 percent (47.5%)
limited partnership interest in said Partnership.



     In further consideration thereof, said Assignor does hereby allocate unto said
Assignee, fifty percent (50%) of the allocations to the limited partners of said
Partnership for profits, losses, tax credits and RTO (Return to Owner as defined by
U.S.D.A. Rural Development) for the calendar 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, and by acceptance of this assignment, does herby agree to assume and to timely
and faithfully perform all obligations of Assignor arising out of this assignment, and
all obligations of a limited partner arising out of said Partnership agreement, as
amended, from and after the effective date hereof.



INITIALS:
PJM /s/ PJM        
FHN /s/ FHN

5/10/04                         




Assignment of 47.5 %

Laurel Wood Apartments, L.P.




 









 








     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.



     IN WITNESS WHEREOF, the Assignor and Assignee have executed this assignment and assumption,
and obtained the written consent and approval of the General Partner of said Partnership as set
forth below, effective the 1st day of April, 2004.



	 	 	 	 	 	 	 
	 	 	BAYFIELD LOW INCOME
HOUSING LIMITED PARTNERSHIP, Assignor	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Paul J. Maddock 5/10/04	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	PAUL J. MADDOCK, President of
General Partner,

Megan Asset Management, Inc.	 	 
	 
	 	 	 	 	 	 
	 	 	AFFORDABLE HOUSING PARTNERSHIP NO. 2,
Assignee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ F. H. Northrop	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	F. H. NORTHROP, President of
Managing Partner, 
Affordable
Housing For America, Inc.	 	 






CONSENT OF GENERAL PARTNERS




     The undersigned, owners of the general partnership interests in LAUREL WOOD APARTMENTS, L.P.,
do hereby expressly approve the aforesaid transfer of a forty-seven & 50/100 percent (47.5%)
limited partnership interest and the allocations of partnership interests as set forth above, and
consent to the inclusion of AFFORDABLE HOUSING PARTNERSHIP NO. 2 as an additional limited partner
of said Partnership.



	 	 	 	 	 
	 
	 

	 	 

JIM A. WATKINS, 3.984 % General Partner
	 	 
	 
	 	 	 	 
	 
	 

	 	 	 	 
	 

	 	ARVIL DOBSON, 1.016% General Partner	 	 






Assignment
of 47.5 %

Laurel Wood Apartments, L.P.






 









 








ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST

IN

LEAD BAYOU, LTD.




     The undersigned signatories hereto, hereby certify and state that LEAD BAYOU, LTD.,
Tax ID No. 64-0730925 (Partnership), is a Mississippi limited partnership conducting business
under said name and in said State; that said Partnership is the owner of a forty eight (48)
units apartment project located in Cleveland, Mississippi known as Lead Bayou Apartments; and
that the names and respective interests of the partners in said Partnership are as follows, to
wit:




C. W. CAPPS, General Partner, owner of five percent (5%) general
partnership interest; and




BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP, Limited Partner, owner of a
ninety-five percent (95%) limited partnership interest.



     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 a forty-seven & 50/100 percent (47.5%) limited
partnership interest in said Partnership unto AFFORDABLE HOUSING PARTNERSHIP NO. 2 (Assignee)
and does hereby retain on to itself, a forty-seven & 50/100 percent (47.5%) limited
partnership interest in said Partnership.



     In further consideration thereof, said Assignor does hereby allocate unto said Assignee,
fifty percent (50%) of the allocations to the limited partners of said Partnership for profits,
losses, tax credits and RTO (Return to Owner as defined by U.S.D.A. Rural Development) for the
calendar 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,
and by acceptance of this assignment, does herby agree to assume and to timely and faithfully
perform all obligations of Assignor arising out of this assignment, and all obligations of a
limited partner arising out of said Partnership agreement, as amended, from and after the
effective date hereof.



     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.



INITIALS:
PJM /s/
PJM           
FHN /s/ FHN

5/10/04                                     




Assignment
of 47.5 %

Lead Bayou, Ltd.




 









 








     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.



     IN WITNESS WHEREOF, the Assignor and Assignee have executed this assignment and
assumption, and obtained the written consent and approval of the General Partner of
said Partnership as set forth below, effective the 1st day of April, 2004.



	 	 	 	 	 	 	 
	 	 	BAYFIELD LOW
INCOME HOUSING LIMITED 
PARTNERSHIP, Assignor	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Paul J. Maddock 5/10/04	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	PAUL. J. MADDOCK, President of
General Partner,

Megan Asset Management, Inc.	 	 
	 
	 	 	 	 	 	 
	 	 	AFFORDABLE HOUSING PARTNERSHIP NO. 2,
Assignee	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ F.H. Northrop	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	F. H. NORTHROP, President of Managing
Partner, 
Affordable Housing For America, Inc.	 	 






CONSENT OF GENERAL PARTNER




     The undersigned, owner(s) of a five percent (5%) general partnership interest
in LEAD BAYOU, LTD. does hereby expressly approve the aforesaid transfer of a forty-seven
& 50/100 percent (47.5%) limited partnership interest and the allocations of partnership
interests as set forth above, and consents to the inclusion of AFFORDABLE HOUSING
PARTNERSHIP NO. 2 as an additional limited partner of said Partnership.



	 	 	 	 	 
	 
	 

	 	 

C.W. CAPPS, General Partner
	 	 






Assignment of 47.5 %

Lead Bayou, Ltd.




 









 








ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST

IN

RIVERBEND APARTMENTS, LTD.




     The undersigned signatories hereto, hereby certify and state that RIVERBEND
APARTMENTS, LTD., Tax ID No. 72-1101119 (Partnership), is a Louisiana limited partnership
conducting business under said name and in said State; that said Partnership is the owner of a
sixteen (16) units apartment project located in Delta, Louisiana, known as Riverbend Apartments;
and that the names and respective interests of the partners in said Partnership are as follows, to
wit:




ROY FAIR, INC., General Partner, owner of five percent (5.00%) general
partnership interest; and




BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP, Limited Partner, owner of
a ninety-five percent (95%) limited partnership
interest.



     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 a forty-seven & 50/100 percent (47.5%) limited
partnership interest in said Partnership unto AFFORDABLE HOUSING PARTNERSHIP NO. 2 (Assignee)
and does hereby retain on to itself, a forty-seven & 50/100 percent (47.5%) limited
partnership interest in said Partnership.



     In further consideration thereof, said Assignor does hereby allocate unto said Assignee,
fifty percent (50%) of the allocations to the limited partners of said Partnership for
profits, losses, tax credits and RTO (Return to Owner as defined by U.S.D.A. Rural
Development) for the calendar 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,
and by acceptance of this assignment, does herby agree to assume and to timely and faithfully
perform all obligations of Assignor arising out of this assignment, and all obligations of a
limited partner arising out of said Partnership agreement, as amended, from and after the
effective date hereof.



     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.



INITIALS:
PJM /s/ PJM         FHN /s/ FHN

5/10/04                                 




Assignment of 47.5 %

Riverbend Apartments, Ltd.




 









 








     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.



     IN WITNESS WHEREOF, the Assignor and Assignee have executed this assignment and
assumption, and obtained the written consent and approval of the General Partner of
said Partnership as set forth below, effective the 1st day of April, 2004.



	 	 	 	 	 	 	 
	 	 	BAYFIELD LOW INCOME HOUSING LIMITED 
PARTNERSHIP,
Assignor	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Paul J. Maddock	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	PAUL J. MADDOCK, President of
General Partner,

Megan Asset Management, Inc.	 	 
	 
	 	 	 	 	 	 
	 	 	AFFORDABLE HOUSING PARTNERSHIP NO. 2,
Assignee	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ F.H. Northrop	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	F. H. NORTHROP, President of
Managing Partner,

Affordable Housing For America, Inc.	 	 






CONSENT OF GENERAL PARTNER




     The undersigned, owner(s) of a five percent (5%) general partnership
interest in RIVERBEND APARTMENTS, LTD. does hereby expressly approve the aforesaid
transfer of a forty-seven & 50/100 percent (47.5%) limited partnership interest and the
allocations of partnership interests as set forth above, and consents to the
inclusion of AFFORDABLE HOUSING PARTNERSHIP NO. 2 as an additional limited partner of
said Partnership.



	 	 	 	 	 	 	 
	 	 	ROY FAIR, INC., General Partner	 	 
	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	ROY FAIR, President	 	 






Assignments of 47.5 %

Riverbend Apartments, Ltd.





 









 








CONTRACT TO PURCHASE

LIMITED PARTNERSHIP INTERESTS




     THIS AGREEMENT is hereby entered into by and between BAYFIELD LOW INCOME
HOUSING LIMITED PARTNERSHIP, a Delaware limited partnership, Tax ID No. 11 -3022123
(Seller), and AFFORDABLE HOUSING PARTNERSHIP NO. 2, an Oklahoma general partnership
(Buyer), Tax ID No. 76-0747432.



     WHEREAS, the Seller warrants that it is the owner of the following partnership
interests, which 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), to wit:




	 	•	 	A ninety-five percent (95%) limited partnership interest in CANAL TOWN
ASSOCIATES, a New York limited partnership, Tax ID No. 16-1308165, and owner
of M.H. Armstrong Apartments, a 6 units apartment project located in
Canasta, New York;
	 
	 	•	 	A ninety-five percent (95%) limited partnership interest in CLE ELUM
APARTMENT
ASSOCIATES, a Washington limited partnership, Tax ID No. 91-1365708, and owner
of Cle Elum
Manor Apartments, a 20 units apartment project located in Cle Elum, Washington;
	 
	 	•	 	A ninety-nine percent (99%) limited partnership interest in CLEVELAND COURTS, LTD., a
Mississippi limited partnership, Tax ID No. 64-0731601, and owner of Cleveland
Court Apartments,
an 18 units apartment project located in Cleveland, Mississippi;
	 
	 	•	 	A ninety-nine percent (99%) limited partnership interest in EAST
MAGNOLIA VILLAGE, L.P., a Mississippi limited partnership, Tax ID No.
64-0699384, and owner of East Magnolia Village, a 24 units apartment project
located in Port Gibson, Mississippi;
	 
	 	•	 	A ninety-nine percent (99%) limited partnership interest in ELLIOTT MANOR, LTD., a
Kentucky
limited partnership, Tax ID No. 61-1213080, and owner of Elliott Manor
Apartments, a 24 units apartment project located in Sandy Hook, Kentucky;
	 
	 	•	 	A ninety-five percent (95%) limited partnership interest in
FRANKLIN VISTA II, LTD., a New Mexico limited partnership, Tax ID No.
85-0359232, and owner of Franklin Vista II Apartments, a 28 units apartment
project located in Anthony, New Mexico;
	 
	 	•	 	A ninety- nine percent (99%) limited partnership interest in
GILMAN SENIOR APARTMENTS L.P., a
Missouri limited partnership, Tax ID No. 43-1546702, and owner of Gilman Senior
Apartments, a 6
units apartment project located in Gilman City, Missouri;
	 
	 	•	 	A ninety-five percent (95%) limited partnership interest in HITCHCOCK
HOUSING, LTD., a Texas
limited partnership, Tax ID No. 76-0136950, and owner of Mesquete Woods
Apartments, a 40 units
apartment project located in Hitchcock, Texas;
	 
	 	•	 	A ninety-five percent (95%) limited partnership interest in HURRICANE,
LTD., a Utah limited
partnership, Tax ID No. 88-0209793, and owner of Hurricane Apartments, a 24
units apartment project located in Hurricane, Utah;
	 
	 	•	 	A ninety-nine percent (99%) limited partnership interest in KENT SUMMIT, LTD., a Kentucky
limited partnership, Tax ID
No. 61-1200457, and owner of Kent Summit
Apartments, an 8 units
apartment project located in Shelbyville, Kentucky;





INITIALS:
PJM /s/ PJM        FHN /s/ FHN

5/10/04                               




Bayfield — Affordable 2 Contract

15 LP interests

Page 1 of 4




 









 









	 	•	 	A ninety-five percent (95%) limited partnership interest in KINGSWOOD II, LTD., a
Mississippi
limited partnership, Tax ID No. 64-0748372, and owner of Kingswood II Apartments, a 24
units apartment project located in Mt. Olive, Mississippi;
	 
	 	•	 	A ninety-five percent (95%) limited partnership interest in LAKECREST, LTD., a
Kentucky limited partnership, Tax ID No. 61-1059430, and owner of Lakecrest
Apartments, a 36 units apartment project located in Elizabethtown, Kentucky;
	 
	 	•	 	A ninety-five percent (95%) limited partnership interest in LAUREL WOOD
APARTMENTS, L.P., a
Tennessee limited partnership, Tax ID No. 61-1213931, and owner of Laurelwood Apartments, a 35
units apartment project located in Collierville, Tennessee;
	 
	 	•	 	A ninety-five percent (95%) limited partnership interest in LEAD BAYOU, LTD., a Mississippi
limited partnership Tax ID No. 64-0730925, and owner of Lead Bayou Apartments, a 48
units apartment project located in Cleveland, Mississippi; and
	 
	 	•	 	A ninety-five percent (95%) limited partnership interest in RIVERBEND APARTMENTS, LTD., a
Louisiana limited partnership, Tax ID No. 72-1101119, and owner of Riverbend
Apartments, a 16
units apartment project located in Delta, Louisiana;




and that each of the aforesaid limited partnerships has mortgage financing through Rural
Development, an agency of
the United States Department of Agriculture (RD), and receives rental assistance from RD because
of a restrictive
use provision for low-income housing.




     WHEREAS, the Seller desires to sell, and Buyer desires to buy, fifty percent (50%) of the
aforesaid interest
of Seller in each of said fifteen (15) limited partnerships.



     NOW THEREFORE, in consideration of the foregoing and the mutual promises contained herein, the
parties agree as follows, to wit:



     1. SALE PRICES: The purchase prices for the sale of fifty percent (50%) of the aforesaid
interest of Seller in each of said fifteen (15) limited partnerships shall be as follows:



	 	 	 	 	 	 	 
	•
	 	CANAL TOWN ASSOCIATES	 	$	1,500.00	 
	•
	 	CLE ELUM APARTMENT ASSOCIATES	 	 	6,000.00	 
	•
	 	CLEVELAND COURTS, LTD.	 	 	8,500.00	 
	•
	 	EAST MAGNOLIA VILLAGE, L.P.	 	 	9,000.00	 
	•
	 	ELLIOTT MANOR, LTD.	 	 	14,500.00	 
	•
	 	FRANKLIN VISTA II, LTD.	 	 	15,000.00	 
	•
	 	GILMAN SENIOR APARTMENTS, L.P.	 	 	1,500.00	 
	•
	 	HITCHCOCK HOUSING, LTD.	 	 	22,500.00	 
	•
	 	HURRICANE, LTD.	 	 	15,000.00	 
	•
	 	KENT SUMMIT, LTD.	 	 	3,500.00	 
	•
	 	KINGSWOOD II, LTD.	 	 	8,000.00	 
	•
	 	LAKECREST, LTD.	 	 	9,000.00	 
	•
	 	LAURELWOOD APARTMENTS, L.P.	 	 	14,000.00	 
	•
	 	LEAD BAYOU, LTD.	 	 	24,000.00	 
	•
	 	RIVERBEND APARTMENTS, LTD.	 	 	8,000.00	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	     Total	 	$	160,000.00	 






INITIALS:
PJM /s/ PJM         FHN /s/ FHN

5/10/04                                  




Bayfield—Affordable 2 Contract

15 LP interests

Page 2 of 4




 









 








The aforesaid purchase prices shall be paid by Buyer to Seller at time of closing. In the
event of partial rescission of this contract as provided in paragraph 5 below, the total amount
to be paid by Buyer to Seller at time of closing shall be reduced
accordingly.



     2. COMMISSIONS: The parties hereto acknowledge that REMS has brokered this contract and the
options provided herein, and Buyer does hereby agree to be solely responsible for any and all
sales commissions,
fees and expenses that may be due and owing REMS in connection with said brokerage services.



     3. CERTIFICATION: The Buyer, by execution of this agreement, hereby certifies and states that
it is
acquiring the limited partnership interests of Seller as provided herein for its own account
and for investment, and
not with a view toward the distribution or resale thereof within the meaning of the Securities
and Exchange Act.



     4. DOCUMENTS: Seller shall, within ten (10) days after execution of this contract, deliver to
Buyer the
following documents on each of the aforesaid fifteen (15) limited partnerships, to wit:




	 	•	 	Copy of partnership agreement and all amendments
thereto;
	 
	 	•	 	Proof of good standing in State of formation;
	 
	 	•	 	Copies of State and Federal 2003 income tax returns;
	 
	 	•	 	Copies of most recent Form RD 1930-7
(budget/expenses) and Form RD 1930-8
(balance sheet);
	 
	 	•	 	Copies of promissory note(s) and mortgages(s) in favor of RD;
	 
	 	•	 	Copy of recorded real estate deed(s)
showing limited partnership as owner
of apartment project; and
	 
	 	•	 	Copy of current property management contract approved by RD.




Seller shall deliver to Buyer any additional documents requested by Buyer which may be reasonable
and appropriate for Buyer to verify the financial condition of Seller, the ownership by Seller of
each of the aforesaid fifteen (15) limited partnership interests, and the financial condition and
compliance with RD regulations of each of the aforesaid fifteen (15) limited partnerships.




     5. RESCISSION: Buyer has entered into this contract anticipating certain income tax
advantages to
ownership of the aforesaid fifteen (15) limited partnership interests, and closing this
contract is contingent upon
Buyer’s examination of the documents referred to in paragraph 4 above, and the determination
by Buyer that each of
the aforesaid fifteen (15) limited partnerships is in satisfactory financial condition and in
good standing with RD Buyer may, with or without cause, rescind this contract in part by electing not to purchase
one or more of the
aforesaid fifteen (15) limited partnership interests, or rescind this contract in its
entirety, at any time prior to the
closing date by mailing a written notice of partial or total recession to the Seller at the
address shown herein.



     6. ALLOCATIONS: As additional consideration for payment of each purchase price paid by Buyer,
Seller
shall allocate to Buyer at the closing, fifty percent (50%) of the allocations to the limited
partner of said limited
partnership, for profits, losses, tax credits and RTO (Return to Owner as defined by RD) for
the calendar year of
2004, subject to the limitations as provided in the aforesaid Plan.



     7. ASSIGNMENTS: For each limited partnership interest sold by Seller and purchased by Buyer,
Seller
shall individually execute an assignment of the limited partnership interest on an assignment
form approved by
Buyer, obtain the signature of the general partner(s) of said limited partnership on the
assignment form consenting to
the transfer of the limited partnership interest and the allocations of partnership interests,
and deliver the executed
assignment to Buyer at time of closing.



     8. OPTIONS: At closing of this contract, Seller shall grant to Buyer, or to its assigns,
options to purchase
the remaining limited partnership interests of Seller in the aforesaid fifteen (15) limited
partnerships, subject to
obtaining approval at time of closing of each sale by a majority in interest of the Seller’s
limited partners. The
option prices to be paid by Buyer at time of closing of this contract, shall be One Thousand
and No/100 Dollars



INITIALS:
PJM /s/ PJM
         FHN /s/ FHN

5/10/04                                     




Bayfield — Affordable 2 Contract

15 LP interests

Page 3 of 4





 









 







($1,000.00) per limited partnership interest. The options shall not be exercisable
until one year and one day has elapsed from the execution thereof, and the purchase prices, if the
options are exercised, shall be as follows:




	 	 	 	 	 	 	 
	•
	 	CANAL TOWN ASSOCIATES	 	$	2,500.00	 
	•
	 	CLE ELUM APARTMENT ASSOCIATES	 	 	7,000.00	 
	•
	 	CLEVELAND COURTS, LTD.	 	 	9,500.00	 
	•
	 	EAST MAGNOLIA VILLAGE, L.P.	 	 	10,000.00	 
	•
	 	ELLIOTT MANOR, LTD.	 	 	15,500.00	 
	•
	 	FRANKLIN VISTA II, LTD.	 	 	16,000.00	 
	•
	 	GILMAN SENIOR APARTMENTS, L.P.	 	 	2,500.00	 
	•
	 	HITCHCOCK HOUSING, LTD.	 	 	23,500.00	 
	•
	 	HURRICANE, LTD.	 	 	16,000.00	 
	•
	 	KENT SUMMIT, LTD.	 	 	4,500.00	 
	•
	 	KINGSWOOD II ASSOCIATES, LTD.	 	 	9,000.00	 
	•
	 	LAKECREST, LTD.	 	 	10,000.00	 
	•
	 	LAURELWOOD APARTMENTS, L.P.	 	 	15,000.00	 
	•
	 	LEAD BAYOU, LTD.	 	 	25,000.00	 
	•
	 	RIVERBEND APARTMENTS, LTD.	 	 	9,000.00	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	     Total	 	$	175,000.00	 






     9. CLOSING: This contract shall be closed at the office of REAL ESTATE MARKETING SERVICES,
L.L.C. (REMS), 5100 East Skelly Drive, Suite 400, Tulsa, Oklahoma 74135 at a date and time to
be determined by
REMS, but within thirty (30) days of the date of execution of this contract.



     10. JURISDICTION: Venue and jurisdiction of this contract and all attendant documents shall
be Tulsa
County, Oklahoma, and said contract and documents shall be interpreted under the laws of the
State of Oklahoma.



     11. FACSIMILE: The execution of this agreement and the execution of any subsequent documents
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.



     IN WITNESS WHEREOF, the undersigned have executed and delivered this agreement in duplicate
effective the 15th day of April, 2004.



	 	 	 	 	 	 	 
	 	 	BAYFIELD LOW INCOME
HOUSING 
LIMITED PARTNERSHIP 
1424 West Century
Avenue, Suite 102 Bismarck, North
Dakota 58503	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Paul J. Maddock
         5/10/04	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	PAUL J. MADDOCK, President of
General/Partner,

Megan Asset Management, Inc.	 	 
	 
	 	 	 	 	 	 
	 	 	AFFORDABLE HOUSING PARTNERSHIP NO. 2 
5100
East Skelly Drive, Suite 400
 
Tulsa, Oklahoma 74135	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ F.H. Northrop	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	F. H. NORTHROP, President of
Managing Partner,

Affordable Housing For America, Inc.	 	 






Bayfield — Affordable 2 Contract

15 LP interests





 










 






AMENDMENT TO

CONTRACT TO PURCHASE

LIMITED PARTNERSHIP INTERESTS




     THIS AGREEMENT is hereby entered into by and between BAYFIELD LOW INCOME HOUSING
LIMITED PARTNERSHIP, a Delaware limited partnership, Tax ID No. 11-3022123 (Seller), and
AFFORDABLE HOUSING PARTNERSHIP NO. 2, an Oklahoma general partnership, Tax ID No. 76-0747432
(Buyer).



     WHEREAS, the parties entered into that certain Contract to Purchase Limited Partnership
Interests the 15th day of April, 2004 for the purchase of between forty-four and one-half
percent (44.5%) and fifty percent (50%) of the interest of Seller in each of fifteen (15)
limited partnerships (the “Contract”).



WHEREAS, the parties are desirous of amending the Contract as herein provided.


NOW THEREFORE, in consideration of the foregoing and the mutual promises contained herein, the
parties agree as follows, to wit:




     I. The
Paragraph “1. SALE PRICES” is hereby amended in its entirety as follows:




	 	“1.	 	SALE PRICES: The purchase prices for the sale of between
forty-four and
one-half percent (44.5%) and fifty percent (50%) of the aforesaid interest
of Seller in each of said fifteen (15) limited partnerships shall be as
follows:





	 	 	 	 	 
	• CANAL TOWN ASSOCIATES
	 	$	1,500.00	 
	• CLE ELUM APARTMENT ASSOCIATES
	 	 	6,000.00	 
	• CLEVELAND COURTD, LTD.
	 	 	8,500.00	 
	• EAST MAGNOLIA VILLAGE, LTD.
	 	 	9,000.00	 
	• ELLIOTT MANOR, LTD.
	 	 	14,500.00	 
	• FRANKLIN VISTA II LTD.
	 	 	15,000.00	 
	•
GILMAN SENIOR APARTMENTS, L.P.
	 	 	1,500.00	 
	• HITCHCOCK HOUSING, LTD.
	 	 	22,500.00	 
	• HURRICANE, LTD.
	 	 	15,000.00	 
	• KENT SUMMIT, LTD.
	 	 	3,500.00	 
	• KINGSWOOD II ASSOCIATES, LTD.
	 	 	8,000.00	 
	• LAKECREST, LTD.
	 	 	9,000.00	 
	• LAURELWOOD APARTMENTS, LTD.
	 	 	14,000.00	 
	• LEAD BAYOU, LTD.
	 	 	24,000.00	 
	• RIVERBEND APARTMENTS, LTD.
	 	 	8,000.00	 
	 
	 	 	 
	Total
	 	$	160,000.00	 






INITIALS:
PJM /s/ PJM FHN /s/ FHN




Bayfield — Affordable 2 Amendment to Contract

15 LP interests




 









 






“plus the assumption of (i) the 8% interest still due by Seller to many of
the Operating Partnerships payable pursuant to Article 15 (1)(a)(ii) of the Plan as
a first priority from the proceeds of any Capital Events in the aggregate amount of
approximately $140,000 and (ii) between forty-four and one-half percent (44.5%) and
fifty percent (50%), whichever is applicable, of Seller’s obligations as the
Limited Partner under each of the said limited partnership’s Partnership Agreement
as amended by the Plan from on and after the date of Closing (the “Purchase
Prices”).



“The
aforesaid Purchase Prices shall be paid by Buyer to Seller at time of closing.



II. In all other respects, the Contact is hereby ratified and confirmed by the
undersigned parties.



IN WITNESS WHEREOF, the undersigned have executed and delivered this
agreement effective the 15th day of June, 2004.



	 	 	 	 	 	 	 
	 	 	BAYFIELD LOW INCOME HOUSING	 	 
	 	 	LIMITED PARTNERSHIP	 	 
	 	 	1424 West Century Avenue, Suite 102	 	 
	 	 	Bismarck, North Dakota 58503	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Paul J. Maddock 6/30/04	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	PAUL J. MADDOCK, President of General Partner, Megan
Asset Management, Inc.	 	 
	 
	 	 	 	 	 	 
	 	 	AFFORDABLE HOUSING
PARTNERSHIP NO. 2 
5100 East
Skelly Drive, Suite 400 
Tulsa, Oklahoma 74135	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ F.H. Northrop	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	F. H. NORTHROP, President of Managing Partner,
Affordable Housing For America, Inc.	 	 






Bayfield
— Affordable 2 Amendment to Contract

15 LP interests




 









 





OPTION TO PURCHASE LIMITED PARTNERSHIP INTEREST

IN

CANAL TOWN ASSOCIATES




          THIS OPTION AGREEMENT is hereby entered into by and between BAYFIELD LOW INCOME
HOUSING LIMITED PARTNERSHIP, a Delaware limited partnership, (Grantor), and AFFORDABLE HOUSING
PARTNERSHIP NO. 2, an Oklahoma general partnership (Grantee), in compliance with an option
provision contained in that certain CONTRACT TO PURCHASE LIMITED PARTNERSHIP INTERESTS entered
into by the parties hereto on the 15th day of April, 2004, and closed concurrently with the
execution of this option agreement.




          WHEREAS, after said closing, the Grantor remains the owner of a forty-seven & 50/100 percent
(47.5%) limited partnership interest in CANAL TOWN ASSOCIATES, a New York limited partnership, Tax
ID No. 16-1308165, and record owner of M.H. Armstrong Apartments, a six (6) units apartment
project located in Canasta, New York.




          NOW THEREFORE, in consideration of the foregoing and the mutual promises contained herein,
the parties agree as follows, to wit:




     1. OPTION: For and in consideration of One Thousand & No/100 Dollars
($1,000.00) and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Grantor hereby grants unto Grantee, or its assigns, the exclusive and
irrevocable option and right to purchase, under the conditions hereinafter provided, the
aforesaid forty-seven & 50/100 percent (47.5%) limited partnership interest which includes
all of the Grantor’s remaining partnership interests in equity, profits, losses and tax
credits in said limited partnership.



     2. PURCHASE PRICE: The purchase price shall be Two Thousand Five Hundred
& No/100 Dollars ($2,500.00) to be paid by Grantee to Grantor at time of closing.



     3. EXERCISE OF OPTION: Grantee may exercise this option at anytime prior to
the closing date as provided herein, by sending a written notice to Grantor indicating
Grantee’s desire to exercise the option and the date on which the closing shall take place.



     4. NOTICES: Notices or other communications to be given hereunder shall be
sent to the parties at the addresses shown below or at such other address as either party
may hereafter designate in writing.



INITIALS:
PJM /s/ PJM FHN /s/ FHM

5/10/04                         




Bayfield — Affordable 2 Option

Canal Town Associates




 









 





     5. CLOSING: If Grantee exercises this option, closing may not occur prior to
the 1st day of May, 2005, but must occur on or before the 31st day of May, 2005, unless
the closing date is otherwise extended by mutual written agreement of the parties.
Closing shall take place at the office of the Grantee, the address of which is shown below.
Unless exercised and closed on or before the closing date in accordance with the terms
hereof, this option shall expire and become void and of no further force and effect.



     6. ASSIGNMENT: Upon receipt of the purchase price, Grantor shall execute an
assignment of the limited partnership interest on an assignment form approved by
Grantee, obtain the signature of the general partner of said limited partnership on the
assignment form consenting to the transfer of the limited partnership interest, and deliver
the executed assignment to Grantee at time of closing.



     7. JURISDICTION: Venue and jurisdiction of this option agreement and all
attendant documents shall be Tulsa County, Oklahoma, and said option agreement and
documents shall be interpreted under the laws of the State of Oklahoma.



     8. FACSIMILE: The execution of this option agreement and the execution of any
subsequent documents 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.



          IN WITNESS WHEREOF, the undersigned Grantor and Grantee have executed and delivered
this option agreement effective the 1st day of April, 2004.




	 	 	 	 	 	 	 
	 	 	BAYFIELD LOW INCOME HOUSING LIMITED	 	 
	 	 	PARTNERSHIP, Grantor	 	 
	 	 	1424 West Century Avenue, Suite 102	 	 
	 	 	Bismarck, North Dakota 58503
	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Paul J. Maddock	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	PAUL J. MADDOCK, President of General
Partner, Megan Asset Management, Inc.	 	 
	 
	 	 	 	 	 	 
	 	 	AFFORDABLE HOUSING PARTNERSHIP NO. 2,	 	 
	 	 	Grantee	 	 
	 	 	5100 East Skelly Drive, Suite 400	 	 
	 	 	Tulsa, Oklahoma 74135	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ F. H. Northrop	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	F. H. NORTHROP,
President of Managing Partner, Affordable Housing
For America, Inc.	 	 






Bayfield — Affordable 2 Option

Canal Town Associates

Page 2 of 2




 









 





OPTION TO PURCHASE LIMITED PARTNERSHIP INTEREST

IN

CLE ELUM APARTMENT ASSOCIATES




          THIS OPTION AGREEMENT is hereby entered into by and between BAYFIELD LOW INCOME
HOUSING LIMITED PARTNERSHIP, a Delaware limited partnership, (Grantor), and AFFORDABLE
HOUSING PARTNERSHIP NO. 2, an Oklahoma general partnership (Grantee), in compliance with an
option provision contained in that certain CONTRACT TO PURCHASE LIMITED PARTNERSHIP
INTERESTS entered into by the parties hereto on the 15th day of April, 2004, and closed
concurrently with the execution of this option agreement.




          WHEREAS, after said closing, the Grantor remains the owner of a forty-seven
& 50/100 percent (47.5%) limited partnership interest in CLE ELUM APARTMENT
ASSOCIATES, a Washington limited partnership, Tax ID No. 91-1365708, and record owner
of Cle Elum Manor Apartments, a twenty (20) units apartment project located in Cle
Elum, Washington.




          NOW THEREFORE, in consideration of the foregoing and the mutual promises contained
herein, the parties agree as follows, to wit:




     1. OPTION: For and in consideration of One Thousand & No/100 Dollars
($1,000.00) and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Grantor hereby grants unto Grantee, or its assigns, the exclusive
and irrevocable option and right to purchase, under the conditions hereinafter provided, the
aforesaid forty-seven & 50/100 percent (47.5%) limited partnership interest which
includes all of the Grantor’s remaining partnership interests in equity, profits, losses and tax
credits in said limited partnership.



     2. PURCHASE PRICE: The purchase price shall be Seven Thousand & No/100
Dollars ($7,000.00) to be paid by Grantee to Grantor at time of closing.



     3. EXERCISE OF OPTION: Grantee may exercise this option at anytime prior to
the closing date as provided herein, by sending a written notice to Grantor indicating
Grantee’s desire to exercise the option and the date on which the closing shall take
place.



     4. NOTICES: Notices or other communications to be given hereunder shall be
sent to the parties at the addresses shown below or at such other address as either
party may hereafter designate in writing.



INITIALS:
PJM /s/ PJM FHN /s/ FHN

5/10/04                         




Bayfield — Affordable 2 Option

Cle Elum Apartment Associates

Page 1 of 1



 









 





     5. CLOSING: If Grantee exercises this option, closing may not occur prior to the
1st day of May, 2005, but must occur on or before the 31st day of May, 2005, unless the
closing date is otherwise extended by mutual written agreement of the parties. Closing
shall take place at the office of the Grantee, the address of which is shown below. Unless
exercised and closed on or before the closing date in accordance with the terms hereof, this
option shall expire and become void and of no further force and effect.



     6. ASSIGNMENT: Upon receipt of the purchase price, Grantor shall execute an
assignment of the limited partnership interest on an assignment form approved by Grantee,
obtain the signature of the general partner of said limited partnership on the assignment
form consenting to the transfer of the limited partnership interest, and deliver the executed
assignment to Grantee at time of closing.



     7. JURISDICTION: Venue and jurisdiction of this option agreement and all
attendant documents shall be Tulsa County, Oklahoma, and said option agreement and
documents shall be interpreted under the laws of the State of Oklahoma.



     8. FACSIMILE: The execution of this option agreement and the execution of any subsequent
documents 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.



          IN WITNESS WHEREOF, the undersigned Grantor and Grantee have executed and delivered this
option agreement effective the 1st day of April, 2004.




	 	 	 	 	 	 	 
	 	 	BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP,
Grantor	 	 
	 	 	1424 West Century Avenue, Suite 102	 	 
	 	 	Bismarck, North Dakota 58503	 	 
	 
	 

	 	By
	 	/s/ Paul J. Maddock
     5/10/04	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	PAUL J. MADDOCK, President of General Partner,

Megan Asset Management, Inc.	 	 
	 
	 	 	 	 	 	 
	 	 	AFFORDABLE HOUSING PARTNERSHIP NO. 2,	 	 
	 	 	Grantee	 	 
	 	 	5100 East Skelly Drive, Suite 400	 	 
	 	 	Tulsa, Oklahoma 74135	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ F. H. Northrop	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	F. H. NORTHROP, President of
Managing Partner,
 Affordable
Housing For America, Inc.	 	 






Bayfield — Affordable 2 Option

Cle Elum Apartment associates

Page 2 of 2




 









 





OPTIONS TO PURCHASE LIMITED PARTNERSHIP INTERESTS

IN

CLEVELAND COURTS, LTD.




          THIS OPTIONS AGREEMENT is hereby entered into by and between BAYFIELD LOW INCOME HOUSING
LIMITED PARTNERSHIP, a Delaware limited partnership, (Grantor), and AFFORDABLE HOUSING PARTNERSHIP
NO. 2, an Oklahoma general partnership (Grantee), in compliance with an option provision,
contained in that certain CONTRACT TO PURCHASE LIMITED PARTNERSHIP INTERESTS entered into by the
parties hereto on the 15th day of April, 2004, and closed concurrently with the execution of this
options agreement.




          WHEREAS, after said closing, the Grantor remains the owner of a sixty-six percent (66%)
limited partnership interest in CLEVELAND COURTS, LTD, Tax ID No. 64-0731601 (Partnership), a
Mississippi limited partnership, and record owner of Cleveland Court Apartments, an eighteen
(18) unit apartment project located in Cleveland, Mississippi.




          NOW THEREFORE, in consideration of the foregoing and the mutual promises contained herein,
the parties agree as follows, to wit:




     1. OPTIONS: For and in consideration of One Thousand & No/100 Dollars ($1,000.00) and
other valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Grantor hereby grants unto Grantee, or its assigns, (a) an exclusive and irrevocable one year
option and right to purchase, under the conditions hereinafter provided, a forty-nine percent
(49%) limited partnership interest, and (b) an exclusive and irrevocable two year option and
right to purchase, under the conditions hereinafter provided, a seventeen percent (17%) limited
partnership interest, said options together include all of the Grantor’s remaining partnership
interests in equity, profits, losses and tax credits in said limited partnership.



     2. PURCHASE PRICES: The purchase prices shall be Nine Thousand Five Hundred & No/100
Dollars ($9,500.00) for the one year option, and Three Thousand One Hundred Two & No/100
Dollars ($3,102.00) for the two year option, to be paid by Grantee to Grantor at time of
closing.



     3. EXERCISE OF OPTIONS: Grantee may exercise the one year option at
anytime prior to the one year option closing date as provided herein, and may exercise the
two year option at any time after the closing of the one year option but prior to the two
year option closing date, by sending a written notice to Grantor indicating Grantee’s desire
to exercise the option and the date on which the closing shall take
place.



     4. NOTICES: Notices or other communications to be given hereunder shall be
sent to the parties at the addresses shown below or at such other address as either party
may hereafter designate in writing.



INITIALS:
 PJM /s/ PJM FHN /s/ FHN

7/29/04                         




Bayfield—Affordable 2 Options

Cleveland Courts Apartments, Ltd.

Page 1 of 2




 









 





     5. CLOSINGS: If Grantee exercises the one year option, closing may not occur
prior to the 1st day of May, 2005, but must occur on or before the 31st day of May, 2005.
If Grantee exercises the two year option, closing may not occur for a year and a day after
the closing of the one year option, but must occur on or before the 30th day of June, 2006.
Either closing date may be extended by mutual written agreement of
the parties. Closings
shall take place at the office of the Grantee, the address of which is shown below. Unless
exercised and closed on or before the closing dates in accordance
with the terms hereof,
these options shall expire and become void and of no farther force and effect.



     6. ASSIGNMENT: Upon receipt of each purchase price, Grantor shall execute an
assignment of the limited partnership interest sold on an assignment form approved by
Grantee and deliver the executed assignment to Grantee at time of closing and thereafter
obtain the signatures of the general partners of said limited partnership on the assignment
form consenting to the transfer of that limited partnership interest and deliver the approved
assignment to Grantee within thirty (30) days after the time of closing.



     7. JURISDICTION: Venue and jurisdiction of this options agreement and all
attendant documents shall be Tulsa County, Oklahoma, and said options agreement and
documents shall be interpreted under the laws of the State of Oklahoma.



     8. FACSIMILE: The execution of this options agreement and the execution of any
subsequent documents 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.



          IN WITNESS WHEREOF, the undersigned Grantor and Grantee have executed and delivered this
options agreement effective the 15th day of April, 2004.




	 	 	 	 	 	 	 
	 	 	BAYFIELD LOW INCOME HOUSING LIMITED	 	 
	 	 	PARTNERSHIP, Grantor	 	 
	 	 	1424 West Century Avenue, Suite 102	 	 
	 	 	Bismarck, North Dakota 58503	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Paul J. Maddock	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	PAUL J. MADDOCK, Presided of General Partner, Megan
Asset Management, Inc.	 	 
	 
	 	 	 	 	 	 
	 	 	AFFORDABLE HOUSING PARTNERSHIP NO. 2, Grantee	 	 
	 	 	5100 East Skelly Drive, Suite 400	 	 
	 	 	Tulsa, Oklahoma 74135	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ F.H.Northrop	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	F. H. NORTHROP, President of Managing Partner, Affordable
Housing For America, Inc.	 	 






Bayfield Affordable 2 Option

Cleveland Courts Apartments, Ltd.

Page 2 of 2





 










 






OPTION TO PURCHASE LIMITED PARTNERSHIP INTEREST

IN

EAST MAGNOLIA VILLAGE, L.P.




          THIS OPTION AGREEMENT is hereby entered into by and between BAYFIELD LOW INCOME
HOUSING LIMITED PARTNERSHIP, a Delaware limited partnership, (Grantor), and AFFORDABLE HOUSING
PARTNERSHIP NO. 2, an Oklahoma general partnership (Grantee), in compliance with an option
provision contained in that certain CONTRACT TO PURCHASE LIMITED PARTNERSHIP INTERESTS entered
into by the parties hereto on the 15th day of April, 2004, and closed concurrently with the
execution of this option agreement.




          WHEREAS, after said closing, the Grantor remains the owner of a forty-nine & 50/100 percent
(49.5%) limited partnership interest in EAST MAGNOLIA VILLAGE, L.P., a Mississippi limited
partnership, Tax ID No. 64-0699384, and record owner of EAST MAGNOLIA VILLAGE, a twenty-four (24)
units apartment project located in Port Gibson, Mississippi.




          NOW THEREFORE, in consideration of the foregoing and the mutual promises contained herein,
the parties agree as follows, to wit:




     1. OPTION: For and in consideration of One Thousand & No/100 Dollars
($1,000.00) and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Grantor hereby grants unto Grantee, or its assigns, the exclusive and
irrevocable option and right to purchase, under the conditions hereinafter provided, the
aforesaid forty-nine & 50/100 percent (49.5%) limited partnership interest which includes
all of the Grantor’s remaining partnership interests in equity, profits, losses and tax
credits
in said limited partnership.



     2. PURCHASE PRICE: The purchase price shall be Ten Thousand & No/100
Dollars ($10,000.00) to be paid by Grantee to Grantor at time of closing.



     3. EXERCISE OF OPTION: Grantee may exercise this option at anytime prior to
the closing date as provided herein, by sending a written notice to Grantor indicating
Grantee’s desire to exercise the option and the date on which the closing shall take place.



     4. NOTICES: Notices or other communications to be given hereunder shall be
sent to the parties at the addresses shown below or at such other address as either party
may hereafter designate in writing.



INITIALS: PJM /s/ PJM FHN /s/ FHN

5/10/04                              




Bayfield-Affordable 2 Option

East Magnolia Village, L.P.

Page 1 of 2




 









 





     5. CLOSING: If Grantee exercises this option, closing may not occur prior to the
1st day of May, 2005, but must occur on or before the 31st day of May, 2005, unless the
closing date is otherwise extended by mutual written agreement of the parties. Closing
shall take place at the office of the Grantee, the address of which is shown below. Unless
exercised and closed on or before the closing date in accordance with the terms hereof, this
option shall expire and become void and of no further force and effect.



     6. ASSIGNMENT: Upon receipt of the purchase price, Grantor shall execute an
assignment of the limited partnership interest on an assignment form approved by Grantee,
obtain the signature of the general partner of said limited partnership on the assignment
form consenting to the transfer of the limited partnership interest, and deliver the executed
assignment to Grantee at time of closing.



     7. JURISDICTION: Venue and jurisdiction of this option agreement and all
attendant documents shall be Tulsa County, Oklahoma, and said option agreement and
documents shall be interpreted under the laws of the State of Oklahoma.



     8. FACSIMILE: The execution of this option agreement and the execution of any subsequent
documents 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.



          IN WITNESS WHEREOF, the undersigned Grantor and Grantee have executed and delivered this
option agreement effective the 1st day of April, 2004.




	 	 	 	 	 	 	 
	 	 	BAYFIELD LOW INCOME HOUSING LIMITED	 	 
	 	 	PARTNERSHIP, Grantor	 	 
	 	 	1424 West Century Avenue, Suite 102	 	 
	 	 	Bismarck, North Dakota 58503	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Paul J. Maddock    5/10/04	 	 
	 

	 	 	 	 

PAUL J. MADDOCK, President of General Partner,
	 	 
	 

	 	 	 	Megan Asset Management, Inc.	 	 
	 
	 	 	 	 	 	 
	 	 	AFFORDABLE HOUSING PARTNERSHIP NO. 2,	 	 
	 	 	Grantee	 	 
	 	 	5100 East Skelly Drive, Suite 400	 	 
	 	 	Tulsa, Oklahoma 74135
	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ F. H. Northrop	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	F. H. NORTHROP, President of Managing Partner,	 	 
	 

	 	 	 	Affordable Housing For America, Inc.	 	 






Bayfield — Affordable 2 Option

East magnolia Village, L.P.

Page 2 of 2









 









 











OPTIONS TO PURCHASE LIMITED PARTNERSHIP INTERESTS

IN

ELLIOTT MANOR, LTD.




          THIS OPTIONS AGREEMENT is hereby entered into by and between BAYFIELD LOW INCOME
HOUSING LIMITED PARTNERSHIP, a Delaware limited partnership, (Grantor), and AFFORDABLE HOUSING
PARTNERSHIP NO, 2, an Oklahoma general partnership (Grantee), in compliance with an option
provision contained in that certain CONTRACT TO PURCHASE LIMITED PARTNERSHIP INTERESTS
entered, into by the parties hereto on the 15th day of April, 2004, and closed concurrently
with the execution of this options agreement,




          WHEREAS, after said closing, the Grantor remains the owner of a sixty-six percent (66%)
limited partnership interest in ELLIOTT MANOR, LTD., Tax ID No. 61-1213080 (Partnership), a
Kentucky limited partnership, and record owner of Elliott Manor Apartments, a twenty-four (24)
unit apartment project located in Sandy Hook, Kentucky.




          NOW THEREFORE, in consideration of the foregoing and the mutual promises contained
herein, the parties agree as follows, to wit:




     1. OPTIONS:
For and in consideration of One Thousand & No/100 Dollars ($1,000.00) and
other valuable consideration, the receipt and sufficiency of which
are hereby acknowledged,
Grantor hereby grants unto Grantee, or its assigns, (a) an exclusive and irrevocable one year
option and right to purchase, under the conditions hereinafter provided, a forty-nine percent (49%)
limited partnership interest, and (b) an exclusive and irrevocable two year option and right to
purchase, under the conditions hereinafter provided, a seventeen percent (17%) limited partnership
interest, said options together include all of the Grantor’s remaining partnership interests in
equity, profits, losses and tax credits in said limited partnership.



     2. PURCHASE PRICES: The purchase prices shall be Fifteen Thousand Five
Hundred & No/100 Dollars ($15,500.00) for the one year option, and Five Thousand
Sixty-one & No/100 Dollars ($5,061.00) for the two year option, to be paid by Grantee to
Grantor at time of closing.



     3. EXERCISE
OF OPTIONS: Grantee may exercise the one year option at
anytime prior to the one year option closing date as provided herein, and may exercise the
two year option at any time after the closing of the one year option but prior to the two
year option closing date, by sending a written notice to Grantor indicating Grantee’s desire
to exercise the option and the date on which the closing shall take place.



     4. NOTICES: Notices or other communications to be given hereunder shall be
sent to the parties at the addresses shown below or at such other address as either party
may hereafter designate in writing.



INITIALS: PJM /s/ PJM FHN /s/ FHN

7/29/04                              




Bayfield—Affordable 2 Options

Elliott Manor Apartments, Ltd.

Page 1 of 2




 









 





     5. CLOSINGS: If Grantee exercises the one year option, closing may not occur prior to the
1st day of May, 2005, but must occur on or before the 31st day of May, 2005. If Grantee exercises
the two year option, closing may not occur for a year and a day after the closing of the one year
option, but must occur on or before the 30th day of June, 2006. Either closing date may be extended
by mutual written agreement of the parties. Closings shall take place at the office of the Grantee,
the address of which is shown below. Unless exercised and closed on or before the closing dates in
accordance with the terms hereof, these options shall expire and become void and of no further
force and effect.



     6. ASSIGNMENT: Upon receipt of each purchase price, Grantor shall execute an
assignment of the limited partnership interest sold on an assignment form approved by
Grantee and deliver the executed assignment to Grantee at time of closing and thereafter
obtain the signatures of the general partners of said limited partnership on the assignment
form consenting to the transfer of that limited partnership interest and deliver the approved
assignment to Grantee within thirty (30) days after the time of closing.



     7. JURISDICTION: Venue and jurisdiction of this options agreement and all
attendant documents shall be Tulsa County, Oklahoma, and said options agreement and
documents Shall be interpreted under the laws of the State of Oklahoma.



     8. FACSIMILE: The execution of this options agreement and the execution of any
subsequent documents 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.



          IN WITNESS WHEREOF, the undersigned Grantor and Grantee have executed and delivered this
options agreement effective the 15th day of April, 2004.




	 	 	 	 	 	 	 
	 	 	BAYFIELD LOW INCOME HOUSING LIMITED	 	 
	 	 	PARTNERSHIP, Grantor	 	 
	 	 	1424 West Century Avenue, Suite 102	 	 
	 	 	Bismarck, North Dakota 58503	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Paul J. Maddock    7/29/04
 

PAUL J. MADDOCK, President of General Partner,
 Megan Asset Management, Inc.
	 	 
	 
	 	 	 	 	 	 
	 	 	AFFORDABLE HOUSING PARTNERSHIP NO. 2,	 	 
	 	 	Grantee	 	 
	 	 	5100 Bast Skelly Drive, Suite 400	 	 
	 	 	Tulsa, Oklahoma 74135	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ F.H. Northrop	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	F.H. NORTHROP, President of Managing Partner,	 	 
	 

	 	 	 	Affordable Housing For America, Inc.	 	 






Bayfield-Affordable
2 Option 
Elliot Manor Apartments, Ltd.

Page 2 of 2





 









 








OPTION TO PURCHASE LIMITED PARTNERSHIP INTEREST

IN

FRANKLIN VISTA II, LTD.




          THIS OPTION AGREEMENT is hereby entered into by and between BAYFIELD LOW INCOME HOUSING
LIMITED PARTNERSHIP, a Delaware limited partnership, (Grantor), and AFFORDABLE HOUSING
PARTNERSHIP NO. 2, an Oklahoma general partnership (Grantee), in compliance with an option
provision contained in that certain CONTRACT TO PURCHASE LIMITED PARTNERSHIP INTERESTS entered
into by the parties hereto on the 15th day of April, 2004, and closed concurrently with the
execution of this option agreement.




          WHEREAS, after said closing, the Grantor remains the owner of a forty-seven & 50/100 percent
(47.5%) limited partnership interest in FRANKLIN VISTA II, LTD., a New Mexico limited partnership,
Tax ID No. 85-0359232, and record owner of Franklin Vista II Apartments, a twenty-eight (28) units
apartment project located in Anthony, New Mexico.




          NOW THEREFORE, in consideration of the foregoing and the mutual promises contained herein,
the parties agree as follows, to wit:




     1. OPTION: For and in consideration of One Thousand & No/100 Dollars
($1,000.00) and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Grantor hereby grants unto Grantee, or its assigns, the exclusive and
irrevocable option and right to purchase, under the conditions hereinafter provided, the
aforesaid forty-seven & 50/100 percent (47.5%) limited partnership interest which includes
all of the Grantor’s remaining partnership interests in equity, profits, losses and tax
credits
in said limited partnership.



     2. PURCHASE PRICE: The purchase price shall be Sixteen Thousand & No/100
Dollars ($16,000.00) to be paid by Grantee to Grantor at time of closing.



     3. EXERCISE OF OPTION: Grantee may exercise this option at anytime prior to
the closing date as provided herein, by sending a written notice to Grantor indicating
Grantee’s desire to exercise the option and the date on which the closing shall take place.



     4. NOTICES: Notices or other communications to be given hereunder shall be
sent to the parties at the addresses shown below or at such other address as either party
may hereafter designate in writing.



INITIALS:
PJM /s/ PJM    FHN /s/ FHN

5/10/04                              




Bayfield — Affordable 2 Option

Franklin Vista II, Ltd.

Page 1 of 2




 









 





     5. CLOSING: If Grantee exercises this option, closing may not occur prior to the
1st day of May, 2005, but must occur on or before the 31st day of May, 2005, unless the
closing date is otherwise extended by mutual written agreement of the parties. Closing
shall take place at the office of the Grantee, the address of which is shown below. Unless
exercised and closed on or before the closing date in accordance with the terms hereof, this
option shall expire and become void and of no further force and effect.



     6. ASSIGNMENT: Upon receipt of the purchase price, Grantor shall execute an
assignment of the limited partnership interest on an assignment form approved by Grantee,
obtain the signature of the general partner of said limited partnership on the assignment
form consenting to the transfer of the limited partnership interest, and deliver the executed
assignment to Grantee at time of closing.



     7. JURISDICTION: Venue and jurisdiction of this option agreement and all
attendant documents shall be Tulsa County, Oklahoma, and said option agreement and
documents shall be interpreted under the laws of the State of Oklahoma.



     8. FACSIMILE: The execution of this option agreement and the execution of any subsequent
documents 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.



     IN WITNESS WHEREOF, the undersigned Grantor and Grantee have executed and delivered this
option agreement effective the 1st day of April, 2004.



	 	 	 	 	 	 	 
	 	 	BAYFIELD LOW INCOME HOUSING LIMITED	 	 
	 	 	PARTNERSHIP, Grantor	 	 
	 	 	1424 West Century Avenue, Suite 102	 	 
	 	 	Bismarck, North Dakota 58503	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Paul J. Maddock    5/10/04
 

	 	 
	 

	 	 	 	PAUL J. MADDOCK, President of
General Partner,
 Megan Asset Management, Inc.	 	 
	 
	 	 	 	 	 	 
	 	 	AFFORDABLE HOUSING PARTNERSHIP NO. 2,	 	 
	 	 	Grantee	 	 
	 	 	5100 East Skelly Drive, Suite 400	 	 
	 	 	Tulsa, Oklahoma 74135	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ F. H. Northrop	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	F. H. NORTHROP, President of
Managing Partner,
 Affordable Housing For America, Inc.	 	 






Bayfield — Affordable
2 Option 
Franklin Vista II, Ltd.

Page 2 of 2









 









 











OPTIONS TO PURCHASE LIMITED PARTNERSHIP INTERESTS

IN

GILMAN SENIOR APARTMENTS, L.P.




          THIS OPTIONS AGREEMENT is hereby entered into by and between BAYFIELD LOW INCOME
HOUSING LIMITED PARTNERSHIP, a Delaware limited partnership, (Grantor), and AFFORDABLE HOUSING
PARTNERSHIP NO. 2, an Oklahoma general partnership (Grantee), in compliance with an option
provision contained in that certain CONTRACT TO PURCHASE LIMITED PARTNERSHIP INTERESTS entered
into by the parties hereto on the 15th day of April, 2004, and closed concurrently with the
execution of this options agreement.




          WHEREAS, after said closing, the Grantor remains the owner of a sixty-six and one-half percent
(66.5%) limited partnership interest in GILMAN SENIOR APARTMENTS, L.P., a Missouri limited
partnership, Tax ID No. 43-1546702, and record owner of Gilman Senior Apartments, a six (6) unit
apartment project located, in Gilman City, Missouri.




          NOW THEREFORE, in consideration of the foregoing and the mutual promises contained herein,
the parties agree as follows, to wit:




     1. OPTIONS: For and in consideration of One Thousand & No/100 Dollars
($1,000.00) and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Grantor hereby grants unto Grantee, or its assigns, (a) an exclusive
and irrevocable one year option and right to purchase, under the conditions hereinafter
provided, a forty-nine (49%) limited partnership interest, and (b) an exclusive and
irrevocable two year option and right to purchase, under the conditions hereinafter
provided, a seventeen percent (17%) limited partnership interest, said options together
include all of the Grantor’s remaining partnership interests in equity, profits, losses and
tax
credits in said limited partnership.



     2. PURCHASE
PRICES: The purchase prices shall be Two Thousand Four
Hundred Seventy-five & No/100 Dollars ($2,500.00) for the one year option, and Twenty-five & No/100 Dollars ($944.00) for the two year option, to be paid by Grantee to Grantor
at time of closing.



     3. EXERCISE OF OPTIONS: Grantee may exercise the one year option at
anytime prior to the one year option closing date as provided herein, and may exercise the
two year option at any time after the closing of the one year option but prior to the two
year option closing date, by sending a written notice to Grantor indicating Grantee’s desire
to exercise the option and the date on which the closing shall take place.



     4. NOTICES: Notices or other communications to be given hereunder shall be
sent to the parties at the addresses shown below or at such other address as either party
may hereafter designate in writing.



INITIALS: PJM /s/ PJM FHN  /s/ FHN

7/29/04                              




Bayfield—Affordable 2 Options

Gilman Senior Apartments, L.P.

Page 1 of 2




 









 





     5. CLOSINGS: If Grantee exercises the one year option, closing may not occur prior to the
1st day of January, 2007, but must occur on or before the 3lst day of January, 2007. If Grantee
exercises the two year option, closing may not occur for a year and a day after the closing of the
one year option, but must occur on or before the 28th day of February, 2008. Either closing date
may be extended by mutual written agreement of the parties. Closings shall take place at the office
of the Grantee, the address of which is shown below. Unless exercised and closed on or before the
closing dates in accordance with the terms hereof, these options shall expire and become void and
of no further force and effect.



     6. ASSIGNMENT: Upon receipt of each purchase price, Grantor shall execute an
assignment of the limited partnership interest sold on an assignment form approved by
Grantee and deliver the executed assignment to Grantee at time of closing and thereafter
obtain the signatures of the general partners of said limited partnership on the assignment
form consenting to the transfer of that limited partnership interest and deliver the approved
assignment to Grantee within thirty (30) days after the time of closing.



     7. JURISDICTION: Venue and jurisdiction of this options agreement and all
attendant documents shall be Tulsa County, Oklahoma, and said options agreement and
documents shall be interpreted under the laws of the State of Oklahoma.



     8. FACSIMILE: The execution of this options agreement and the execution of any
subsequent documents 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.



          IN WITNESS WHEREOF, the undersigned Grantor and Grantee have executed and delivered this
options agreement effective the 15th day of April, 2004.




	 	 	 	 	 	 	 
	 	 	BAYFIELD LOW INCOME HOUSING LIMITED	 	 
	 	 	PARTNERSHIP, Grantor	 	 
	 	 	1424 West Century Avenue, Suite 102	 	 
	 	 	Bismarck, North Dakota 58503	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Paul J. Maddock    7/29/04
 

	 	 
	 

	 	 	 	PAUL J. MADDOCK, President of General Partner,	 	 
	 

	 	 	 	Megan Asset Management, Inc.	 	 
	 
	 	 	 	 	 	 
	 	 	AFFORDABLE HOUSING PARTNERSHIP NO. 2,	 	 
	 	 	Grantee	 	 
	 	 	5100 East Skelly Drive, Suite 400	 	 
	 	 	Tulsa, Oklahoma 74135	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ F.H. Northrop	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	F.H. NORTHROP, President of Managing Partner	 	 
	 

	 	 	 	Affordable Housing For America, Inc.	 	 






Bayfield — Affordable 2 Option

Gilman Senior Apartments, L.P.

Page 2 of 2









 









 











OPTION TO PURCHASE LIMITED PARTNERSHIP INTEREST

IN

HITCHCOCK HOUSING, LTD.




          THIS OPTION AGREEMENT is hereby entered into by and between BAYFIELD LOW INCOME HOUSING
LIMITED PARTNERSHIP, a Delaware limited partnership, (Grantor), and AFFORDABLE HOUSING PARTNERSHIP
NO. 2, an Oklahoma general partnership (Grantee), in compliance with an option provision contained
in that certain CONTRACT TO PURCHASE LIMITED PARTNERSHIP INTERESTS entered into by the parties
hereto on the 15th day of April, 2004, and closed concurrently with the execution of this option
agreement.




          WHEREAS, after said closing, the Grantor remains the owner of a forty-seven & 50/100 percent
(47.5%) limited partnership interest in HITCHCOCK HOUSING, LTD., a Texas limited partnership, Tax
ID No, 76-0136950, and record owner of Mesquete Woods Apartments, a forty (40) unit apartment
project located in Hitchcock, Texas.




          NOW THEREFORE, in consideration of the foregoing and the mutual promises contained herein,
the parties agree as follows, to wit:




     1. OPTION: For and in consideration of One Thousand & No/100 Dollars
($1,000.00) and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Grantor hereby grants unto Grantee, or its assigns, the exclusive and
irrevocable option and right to purchase, under the conditions hereinafter provided, the
aforesaid forty-seven & 50/100 percent (47.5%) limited partnership interest which includes
all of the Grantor’s remaining partnership interests in equity, profits, losses and tax
credits
in said limited partnership.



     2. PURCHASE PRICE: The purchase price shall be Twenty Three Thousand Five
Hundred & No/100 Dollars ($23,500.00) to be paid by Grantee to Grantor at time of
closing.



     3. EXERCISE OF OPTION: Grantee may exercise this option at anytime prior to
the closing date as provided herein, by sending a written notice to Grantor indicating
Grantee’s desire to exercise the option and the date on which the closing shall take place.



     4. NOTICES: Notices or other communications to be given hereunder shall be
sent to the parties at the addresses shown below or at such other address as either party
may hereafter designate in writing.



INITIALS: PJM /s/ PJM  FHN /s/ FHN 

5/10/04                              




Bayfield — Affordable 2 Option

Hitchcock Housing, Ltd.

Page 1 of 2




 









 





     5. CLOSING: If Grantee exercises this option, closing may not occur prior to the
1st day of May, 2005, but must occur on or before the 31st day of May, 2005, unless the
closing date is otherwise extended by mutual written agreement of the parties. Closing
shall take place at the office of the Grantee, the address of which is shown below. Unless
exercised and closed on or before the closing date in accordance with the terms hereof, this
option shall expire and become void and of no further force and effect.



     6. ASSIGNMENT: Upon receipt of the purchase price, Grantor shall execute an
assignment of the limited partnership interest on an assignment form approved by Grantee,
obtain the signature of the general partner of said limited partnership on the assignment
form consenting to the transfer of the limited partnership interest, and deliver the executed
assignment to Grantee at time of closing.



     7. JURISDICTION: Venue and jurisdiction of this option agreement and all
attendant documents shall be Tulsa County, Oklahoma, and said option agreement and
documents shall be interpreted under the laws of the State of Oklahoma.



     8. FACSIMILE: The execution of this option agreement and the execution of any
subsequent documents 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.



          IN WITNESS WHEREOF, the undersigned Grantor and Grantee have executed and delivered this
option agreement effective the 1st day of April, 2004.




	 	 	 	 	 	 	 
	 	 	BAYFIELD LOW INCOME HOUSING LIMITED	 	 
	 	 	PARTNERSHIP, Grantor	 	 
	 	 	1424 West Century Avenue, Suite 102	 	 
	 	 	Bismarck, North Dakota 58503	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Paul J. Maddock 5/10/04	 	 
	 

	 	 	 	 

PAUL J. MADDOCK, President of General Partner,
	 	 
	 

	 	 	 	Megan Asset Management, Inc.	 	 
	 
	 	 	 	 	 	 
	 	 	AFFORDABLE HOUSING PARTNERSHIP NO. 2,	 	 
	 	 	Grantee	 	 
	 	 	5100 East Skelly Drive, Suite 400	 	 
	 	 	Tulsa, Oklahoma 74135	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ F.H. Northrop	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	F.H. NORTHROP, President of Managing Partner,	 	 
	 

	 	 	 	Affordable Housing For America, Inc.	 	 






Bayfield — Affordable 2 Option

Hitchcock Housing, Ltd.

Page 2 of 2





 









 








OPTION TO PURCHASE LIMITED PARTNERSHIP INTEREST

IN

HURRICANE, LTD.




          THIS OPTION AGREEMENT is hereby entered into by and between BAYFIELD LOW INCOME HOUSING
LIMITED PARTNERSHIP, a Delaware limited partnership, (Grantor), and AFFORDABLE HOUSING PARTNERSHIP
NO. 2, an Oklahoma general partnership (Grantee), in compliance with an option provision contained
in that certain CONTRACT TO PURCHASE LIMITED PARTNERSHIP INTERESTS entered into by the parties
hereto on the 15th day of April, 2004, and closed concurrently with the execution of this option
agreement.




          WHEREAS, after said closing, the Grantor remains the owner of a forty-eight percent (48%)
limited partnership interest in HURRICANE, LTD., a Utah limited partnership, Tax ID No.
88-0209793, and record owner of Hurricane Apartments, a twenty four (24) unit apartment project
located in Hurricane, Utah.




          NOW THEREFORE, in consideration of the foregoing and the mutual promises contained herein,
the parties agree as follows, to wit:




     1. OPTION: For and in consideration of One Thousand & No/100 Dollars
($1,000.00) and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Grantor hereby grants unto Grantee, or its assigns, the exclusive and
irrevocable option and right to purchase, under the conditions hereinafter provided, the
aforesaid forty-eight percent (48%) limited partnership interest which includes all of the
Grantor’s remaining partnership interests in equity, profits, losses and tax credits in said
limited partnership.



     2. PURCHASE PRICE: The purchase price shall be Sixteen Thousand & No/100
Dollars ($16,000.00) to be paid by Grantee to Grantor at time of closing.



     3. EXERCISE OF OPTION: Grantee may exercise this option at anytime prior to
the closing date as provided herein, by sending a written notice to Grantor indicating
Grantee’s desire to exercise the option and the date on which the closing shall take place.



     4. NOTICES: Notices or other communications to be given hereunder shall be
sent to the parties at the addresses shown below or at such other address as either party
may hereafter designate in writing.



INITIALS: PJM  /s/ PJM  FHN  /s/ FHN




Bayfield — Affordable 2 Option

Hurricane, Ltd

Page 1 of 2




 









 





     5. CLOSING: If Grantee exercises this option, closing may not occur prior to the 1st
day of May, 2005, but must occur on or before the 31st day of May, 2005, unless the closing date
is otherwise extended by mutual written agreement of the parties. Closing shall take place at the
office of the Grantee, the address of which is shown below. Unless exercised and closed on or
before the closing date in accordance with the terms hereof, this option shall expire and become
void and of no further force and effect.



     6. ASSIGNMENT: Upon receipt of the purchase price, Grantor shall execute an
assignment of the limited partnership interest on an assignment form approved by Grantee,
obtain the signature of the general partner of said limited partnership on the assignment
form consenting to the transfer of the limited partnership interest, and deliver the executed
assignment to Grantee at time of closing.



     7. JURISDICTION: Venue and jurisdiction of this option agreement and all
attendant documents shall be Tulsa County, Oklahoma, and said option agreement and
documents shall be interpreted under the laws of the State of Oklahoma.



     8. FACSIMILE: The execution of this option agreement and the execution of any subsequent
documents 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.



          IN WITNESS WHEREOF, the undersigned Grantor and Grantee have executed and delivered this
option agreement effective the 15th day of April, 2004.




	 	 	 	 	 	 	 
	 	 	BAYFIELD LOW INCOME HOUSING LIMITED	 	 
	 	 	PARTNERSHIP, Grantor	 	 
	 	 	1424 West Century Avenue, Suite 102	 	 
	 	 	Bismarck, North Dakota 58503	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Paul J. Maddock    6/30/04
 

PAUL J. MADDOCK, President of General Partner,
	 	 
	 

	 	 	 	Megan Asset Management, Inc.	 	 
	 
	 	 	 	 	 	 
	 	 	AFFORDABLE HOUSING PARTNERSHIP NO. 2,	 	 
	 	 	Grantee	 	 
	 	 	5100 East Skelly Drive, Suite 400	 	 
	 	 	Tulsa, Oklahoma 74135	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ F.H. Northrop	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	F.H. NORTHROP, President of Managing Partner,	 	 
	 

	 	 	 	Affordable Housing For America, Inc.	 	 






Bayfield — Affordable 2 Option

Hurricane, Ltd.

Page 2 of 2









 









 











OPTIONS TO PURCHASE LIMITED PARTNERSHIP INTERESTS

IN

KENT SUMMIT, LTD.



THIS OPTIONS AGREEMENT is hereby entered into by and between BAYFIELD LOW INCOME HOUSING
LIMITED PARTNERSHIP, a Delaware limited partnership, (Grantor), and AFFORDABLE HOUSING
PARTNERSHIP NO, 2, an Oklahoma general partnership (Grantee), in compliance with an option
provision contained in that certain CONTRACT TO PURCHASE LIMITED PARTNERSHIP INTERESTS entered
into by the parties hereto on the 15th day of April, 2004, and closed concurrently with the
execution of this options agreement.




          WHEREAS, after said closing, the Grantor remains the owner of a sixty-six percent (66%)
limited partnership interest in KENT SUMMIT, LTD., Tax ID No. 61-1200457 (Partnership), a
Kentucky limited partnership, and record owner of Kent Summit Apartments, an eight (8) unit
apartment project located in Shelbyville, Kentucky.




          NOW THEREFORE, in consideration of the foregoing and the mutual promises contained herein,
the parties agree as follows, to wit:




     1. OPTIONS: For and in consideration of One Thousand & No/100 Dollars
($1,000.00) and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Grantor hereby grants unto Grantee, or its assigns, (a) an exclusive
and irrevocable one year option and right to purchase, under the conditions hereinafter
provided, a forty-nine percent (49%) limited partnership interest, and (b) an exclusive and
irrevocable two year option and right to purchase, under the condition hereinafter
provided, a seventeen percent (17%) limited partnership interest, said options together
include all of the Grantor’s remaining partnership interests in equity, profits, losses and
tax
credits in said limited partnership.



     2. PURCHASE PRICES: The purchase prices shall be Four Thousand Five
Hundred & No/100 Dollars ($4,500.00) for the one year option, and One Thousand Four
Hundred Sixty-nine & No/100 Dollars ($1,469.00) for the two year option, to be paid by
Grantee to Grantor at time of closing.



     3. EXERCISE OF OPTIONS: Grantee may exercise the one year option at
anytime prior to the one year option, closing date as provided herein, and may exercise the
two year option at any time after the closing of the one year option but prior to the two
year option closing date, by sending a written notice to Grantor indicating Grantee’s desire
to exercise the option and the date on which the closing shall take place.



     4. NOTICES: Notices or other communications to be given hereunder shall be
sent to the parties at the addresses shown below or at such other address as either party
may hereafter designate in writing.



INITIALS: PJM  /s/ PJM FHN /s/ FHN

7/29/04                              




Bayfield-Affordable 2 Options

Kent Summit Apartments, Ltd.

Page 1 of 2




 









 





     5. CLOSINGS: If Grantee exercises the one year option, closing may not occur prior to the
1st day of January, 2007, but must occur on or before the 31st day of January, 2007. If Grantee
exercises the two year option, closing may not occur for a year and a day after the closing of the
one year option, but must occur on or before the 28th day of February, 2008, Either closing date
may be extended by mutual written agreement of the parties. Closings shall take place at the office
of the Grantee, the address of which is shown below. Unless exercised and closed on or before the
closing dates in accordance with the terms hereof, these options shall expire and become void and
of no further force and effect.



     6. ASSIGNMENT: Upon receipt of each purchase price, Grantor shall execute an
assignment of the limited partnership interest sold on an assignment form approved by
Grantee and deliver the executed assignment to Grantee at time of closing and thereafter
obtain the signatures of the general partners of said limited partnership on the assignment
form consenting to the transfer of that limited partnership interest and deliver the approved
assignment to Grantee within thirty (30) days after the time of
closing.



     7. JURISDICTION: Venue and jurisdiction of this options agreement and all
attendant documents shall be Tulsa County, Oklahoma, and said options agreement and
documents shall be interpreted under the laws of the State of Oklahoma.



     8. FACSIMILE: The execution of this options agreement and the execution of any
subsequent documents 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.



          IN WITNESS WHEREOF, the undersigned Grantor and Grantee have executed and delivered this
options agreement effective the 15th day of April, 2004.




	 	 	 	 	 	 	 
	 	 	BAYFIELD LOW INCOME HOUSING LIMITED	 	 
	 	 	PARTNERSHIP, Grantor	 	 
	 	 	1424 West Century Avenue, Suite 102	 	 
	 	 	Bismarck, North Dakota 58503	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Paul J. Maddock   7/29/04
 

PAUL J. MADDOCK, President of General Partner,
	 	 
	 

	 	 	 	Megan Asset Management, Inc.	 	 
	 
	 	 	 	 	 	 
	 	 	AFFORDABLE HOUSING PARTNERSHIP NO. 2,	 	 
	 	 	Grantee	 	 
	 	 	5100 East Skelly Drive, Suite 400	 	 
	 	 	Tulsa, Oklahoma 74135	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ F.H. Northrop	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	F.H. NORTHROP, President of Managing Partner,	 	 
	 

	 	 	 	Affordable Housing For America, Inc.	 	 






Bayfield — Affordable 2 Option

Gilman Senior Apartments, L.P.

Page 2 of 2





 










 






OPTION TO PURCHASE LIMITED PARTNERSHIP INTEREST

IN

KINGSWOOD II, LTD.




          THIS OPTION AGREEMENT is hereby entered into by and between BAYFIELD LOW INCOME
HOUSING LIMITED PARTNERSHIP, a Delaware limited partnership, (Grantor), and AFFORDABLE HOUSING
PARTNERSHIP NO. 2, an Oklahoma general partnership (Grantee), in compliance with an option
provision contained in that certain CONTRACT TO PURCHASE LIMITED PARTNERSHIP INTERESTS entered
into by the parties hereto on the 15th day of April, 2004, and closed concurrently with the
execution of this option agreement.




          WHEREAS, after said closing, the Grantor remains the owner KINGSWOOD II, LTD., a Mississippi
limited partnership, Tax ID No. 64-0748372, and record owner of Kingswood II Apartments, a twenty
four (24) unit apartment project located in Mt. Olive, Mississippi.




          NOW THEREFORE, in consideration of the foregoing and the mutual promises contained herein, the
parties agree as follows, to wit:




     1. OPTION: For and in consideration of One Thousand & No/100 Dollars
($1,000.00) and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Grantor hereby grants unto Grantee, or its assigns, the exclusive and
irrevocable option and right to purchase, under the conditions hereinafter provided, the
aforesaid forty-seven & 50/100 percent (47.5%) limited partnership interest which includes
all of the Grantor’s remaining partnership interests in equity, profits, losses and tax credits
in said limited partnership.



     2. PURCHASE PRICE: The purchase price shall be Nine Thousand & No/100
Dollars ($9,000.00) to be paid by Grantee to Grantor at time of closing.



     3. EXERCISE OF OPTION: Grantee may exercise this option at anytime prior to
the closing date as provided herein, by sending a written notice to Grantor indicating
Grantee’s desire to exercise the option and the date on which the closing shall take place.



     4. NOTICES: Notices or other communications to be given hereunder shall be
sent to the parties at the addresses shown below or at such other address as either party
may hereafter designate in writing.



INITIALS: PJM /s/ PJM FHN /s/ FHN

5/10/04                              




Bayfield — Affordable 2 Option

Kingswood II, Ltd

Page 1 of 2




 









 





     5. CLOSING: If Grantee exercises this option, closing may not occur prior to the
1st day of May, 2005, but must occur on or before the 31st day of May, 2005, unless the
closing date is otherwise extended by mutual written agreement of the parties. Closing
shall take place at the office of the Grantee, the address of which is shown below. Unless
exercised and closed on or before the closing date in accordance with the terms hereof, this
option shall expire and become void and of no further force and effect.



     6. ASSIGNMENT: Upon receipt of the purchase price, Grantor shall execute an
assignment of the limited partnership interest on an assignment form approved by Grantee,
obtain the signature of the general partner of said limited partnership on the assignment
form consenting to the transfer of the limited partnership interest, and deliver the executed
assignment to Grantee at time of closing.



     7. JURISDICTION: Venue and jurisdiction of this option agreement and all
attendant documents shall be Tulsa County, Oklahoma, and said option agreement and
documents shall be interpreted under the laws of the State of Oklahoma.



     8. FACSIMILE: The execution of this option agreement and the execution of any subsequent
documents 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.



          IN WITNESS WHEREOF, the undersigned Grantor and Grantee have executed and delivered this
option agreement effective the 1st day of April, 2004.




	 	 	 
	 

	 	BAYFIELD LOW INCOME HOUSING LIMITED
	 

	 	PARTNERSHIP, Grantor
	 

	 	1424 West Century Avenue, Suite 102
	 

	 	Bismarck, North Dakota 58503






	 	 	 	 	 	 	 
	 

	 	By
	 	/s/ PAUL J. MADDOCK         5/10/04
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	PAUL J. MADDOCK, President of
 General Partner,
Megan Asset Management, Inc.	 	 






	 	 	 
	 

	 	AFFORDABLE HOUSING PARTNERSHIP NO. 2,
	 

	 	Grantee
	 

	 	5100 East Skelly Drive, Suite 400
	 

	 	Tulsa, Oklahoma 74135






	 	 	 	 	 	 	 
	 

	 	By
	 	/s/ F. H. NORTHROP
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	F. H. NORTHROP, President of Managing Partner,	 	 
	 

	 	 	 	Affordable Housing For America, Inc.	 	 






Bayfield — Affordable 2 Option

Kingswood II, Ltd.

Page 2 of 2




 









 





OPTIONS TO PURCHASE LIMITED PARTNERSHIP INTERESTS

IN

LAKECREST, LTD.




          THIS OPTIONS AGREEMENT is hereby entered into by and between
BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP, a Delaware limited
partnership, (Grantor), and AFFORDABLE HOUSING PARTNERSHIP NO. 2, an
Oklahoma general partnership (Grantee), in compliance with an option provision contained
in that certain CONTRACT TO PURCHASE LIMITED PARTNERSHIP INTERESTS
entered into by the parties hereto on the 15th day of April, 2004, and closed concurrently,
with the execution of this options agreement.




          WHEREAS, after said closing, the Grantor remains the owner of a fifty &
one/half percent (50.5%) limited partnership interest in LAKECREST, LTD., a Kentucky
limited partnership, Tax ID No. 61-1059430, and record owner of Lakecrest Apartments, a
thirty-six (36) units apartment project located in Elizabethtown, Kentucky.




          NOW THEREFORE, in consideration of the foregoing and the mutual
promises contained herein, the parties agree as follows, to wit:




     1. OPTIONS: For and in consideration of One Thousand & No/100 Dollars
($1,000.00) and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Grantor hereby grants unto Grantee, or its assigns, (a) an exclusive
and irrevocable one year option and right to purchase, under the conditions hereinafter
provided, a forty-nine & one/half percent (49.5%) limited partnership interest, and (b) an
exclusive and irrevocable two year option and right to purchase, under the conditions
hereinafter provided, a one percent (1.0%) limited partnership interest, said options
together include all of the Grantor’s remaining partnership interests in equity, profits.
losses and tax credits in said limited partnership.



     2. PURCHASE PRICES: The purchase prices shall be Nine Thousand Nine
Hundred & No/100 Dollars ($9,900.00) for the one year option, and One Hundred Dollars
($100.00) for the two year option, to be paid by Grantee to Grantor at time of closing.



     3. EXERCISE OF OPTIONS: Grantee may exercise the one year option at
anytime prior to the one year option closing date as provided herein, and may exercise the
two year option at any time after the closing of the one year option but prior to the two
year option closing date, by sending a written notice to Grantor indicating Grantee’s desire
to exercise the option and the date on which the closing shall-take place.



     4. NOTICES: Notices or other communications to be given hereunder shall be
sent to the parties at the addresses shown below or at such other address as either party
may hereafter designate in writing.



INITIALS: PJM /s/ PJM FHN /s/ FHN




Bayfield — Affordable 2 Options

Lakecrest, Ltd.

Page 1 of 2




 









 





     5. CLOSINGS: If Grantee exercises the one year option, closing may not occur
prior to the 1st day of May, 2005, but must occur on or before the
31st day of May, 2005.
If Grantee exercises the two year option, closing may not occur for a year and a day after
the closing of the one year option, but must occur on or before the 30th day of June, 2006.
Either closing date may be extended by mutual written agreement of the parties. Closings
shall take place at the office of the Grantee, the address of which is shown below. Unless
exercised and closed on or before the closing dates in accordance with the terms hereof,
these options shall expire and become void and of no further force and effect.



     6. ASSIGNMENT: Upon receipt of each purchase price, Grantor shall execute an
assignment of the limited partnership interest sold on an assignment form approved by
Grantee, obtain the signature of the general partner of said limited partnership on the
assignment form consenting to the transfer of that limited partnership interest, and deliver
the executed assignment to Grantee at time of closing.



     7. JURISDICTION: Venue and jurisdiction of this options agreement and all
attendant documents shall be Tulsa County, Oklahoma, and said options agreement and
documents shall be interpreted under the laws of the State of Oklahoma.



     8. FACSIMILE: The execution of this options agreement and the execution of any subsequent
documents 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.



          IN WITNESS WHEREOF, the undersigned Grantor and Grantee have executed and delivered this
options agreement effective the 15th day of April, 2004.




	 	 	 
	 

	 	BAYFIELD LOW INCOME HOUSING LIMITED
	 

	 	PARTNERSHIP, Grantor
	 

	 	1424 West Century Avenue, Suite 102
	 

	 	Bismarck, North Dakota 58503






	 	 	 	 	 	 	 
	 

	 	By
	 	/s/ PAUL J. MADDOCK            6/10/04
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	PAUL J. MADDOCK, President of
General Partner,

Megan Asset Management, Inc.	 	 






	 	 	 
	 

	 	AFFORDABLE HOUSING PARTNERSHIP NO. 2, Grantee
	 

	 	5100 East Skelly Drive, Suite 400
	 

	 	Tulsa, Oklahoma 74135






	 	 	 	 	 	 	 
	 

	 	By
	 	/s/ F. H. NORTHROP
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	F. H. NORTHROP, President of Managing Partner,	 	 
	 

	 	 	 	Affordable Housing For America, Inc.	 	 






Bayfield — Affordable 2 Option

Lakecrest, Ltd.

Page 2 of 2




 









 





OPTION TO PURCHASE LIMITED PARTNERSHIP INTEREST

IN

LAUREL WOOD APARTMENTS, L.P.




          THIS OPTION AGREEMENT is hereby entered into by and between BAYFIELD LOW INCOME
HOUSING LIMITED PARTNERSHIP, a Delaware limited partnership, (Grantor), and AFFORDABLE HOUSING
PARTNERSHIP NO. 2, an Oklahoma general partnership (Grantee), in compliance with an option
provision contained in that certain CONTRACT TO PURCHASE LIMITED PARTNERSHIP INTERESTS entered
into by the parties hereto on the 15th day of April, 2004, and closed concurrently with the
execution of this option agreement.




          WHEREAS, after said closing, the Grantor remains the owner LAUREL WOOD APARTMENTS, L.P., a
Tennessee limited partnership, Tax ID No. 61-1213931, and record owner of Laurel Wood Apartments,
a thirty five (35) unit apartment project located in Collierville, Tennessee.




          NOW THEREFORE, in consideration of the foregoing and the mutual promises contained herein,
the parties agree as follows, to wit:




     1. OPTION: For and in consideration of One Thousand & No/100 Dollars
($1,000.00) and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Grantor hereby grants unto Grantee, or its assigns, the exclusive and
irrevocable option and right to purchase, under the conditions hereinafter provided, the
aforesaid forty-seven & 50/100 percent (47.5%) limited partnership interest which includes
all of the Grantor’s remaining partnership interests in equity, profits, losses and tax
credits
in said limited partnership.



     2. PURCHASE PRICE: The purchase price shall be Fifteen Thousand & No/100
Dollars ($15,000.00) to be paid by Grantee to Grantor at time of closing.



     3. EXERCISE OF OPTION: Grantee may exercise this option at anytime prior to
the closing date as provided herein, by sending a written notice to Grantor indicating
Grantee’s desire to exercise the option and the date on which the closing shall take place.



     4. NOTICES: Notices or other communications to be given hereunder shall be
sent to the parties at the addresses shown below or at such other address as either party
may hereafter designate in writing.



INITIALS: PJM /s/ PJM FHN /s/ FHN

5/10/04                              




Bayfield — Affordable 2 Option

Laurel Wood Apartments, L.P.

Page 1 of 2




 









 





     5. CLOSING: If Grantee exercises this option, closing may not occur prior to the
1st day of May, 2005, but must occur on or before the 31st day of May, 2005, unless the
closing date is otherwise extended by mutual written agreement of the parties. Closing
shall take place at the office of the Grantee, the address of which is shown below. Unless
exercised and closed on or before the closing date in accordance with the terms hereof, this
option shall expire and become void and of no further force and effect.



     6. ASSIGNMENT: Upon receipt of the purchase price, Grantor shall execute an
assignment of the limited partnership interest on an assignment form approved by Grantee,
obtain the signature of the general partner of said limited partnership on the assignment
form consenting to the transfer of the limited partnership interest, and deliver the executed
assignment to Grantee at time of closing.



     7. JURISDICTION: Venue and jurisdiction of this option agreement and all
attendant documents shall be Tulsa County, Oklahoma, and said option agreement and
documents shall be interpreted under the laws of the State of Oklahoma.



     8. FACSIMILE: The execution of this option agreement and the execution of any subsequent
documents 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.



          IN WITNESS WHEREOF, the undersigned Grantor and Grantee have executed and delivered this
option agreement effective the 1st day of April, 2004.




	 	 	 
	 

	 	BAYFIELD LOW INCOME HOUSING LIMITED
	 

	 	PARTNERSHIP, Grantor
	 

	 	1424 West Century Avenue, Suite 102
	 

	 	Bismarck, North Dakota 58503






	 	 	 	 	 	 	 
	 

	 	By
	 	/s/ PAUL J. MADDOCK            5/10/04
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	PAUL J. MADDOCK, President of
General Partner,

Megan Asset Management, Inc.	 	 






	 	 	 
	 

	 	AFFORDABLE HOUSING PARTNERSHIP NO. 2,
	 

	 	Grantee
	 

	 	5100 East Skelly Drive, Suite 400
	 

	 	Tulsa, Oklahoma 74135






	 	 	 	 	 	 	 
	 

	 	By
	 	/s/ F. H. NORTHROP
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	F. H. NORTHROP, President of Managing Partner,	 	 
	 

	 	 	 	Affordable Housing For America, Inc.	 	 






Bayfield — Affordable 2 Option

Laurelwood Apartments, Ltd.

 Page 2 of 2





 









 








OPTION TO PURCHASE LIMITED PARTNERSHIP INTEREST

IN

LEAD BAYOU, LTD.




          THIS OPTION AGREEMENT is hereby entered into by and between BAYFIELD LOW INCOME
HOUSING LIMITED PARTNERSHIP, a Delaware limited partnership, (Grantor), and AFFORDABLE HOUSING
PARTNERSHIP NO. 2, an Oklahoma general partnership (Grantee), in compliance with an option
provision contained in that certain CONTRACT TO PURCHASE LIMITED PARTNERSHIP INTERESTS entered
into by the parties hereto on the 15th day of April, 2004, and closed concurrently with the
execution of this option agreement.




          WHEREAS, after said closing, the Grantor remains the owner LEAD BAYOU, LTD., a Mississippi
limited partnership, Tax ID No. 64-0730925, and record owner of Lead Bayou Apartments, a forty
eight (48) unit apartment project located in Cleveland, Mississippi.




          NOW THEREFORE, in consideration of the foregoing and the mutual promises contained herein,
the parties agree as follows, to wit:




     1. OPTION: For and in consideration of One Thousand & No/100 Dollars
($1,000.00) and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Grantor hereby grants unto Grantee, or its assigns, the exclusive and
irrevocable option and right to purchase, under the conditions hereinafter provided, the
aforesaid forty-seven & 50/100 percent (47.5%) limited partnership interest which includes
all of the Grantor’s remaining partnership interests in equity, profits, losses and tax
credits
in said limited partnership.



     2. PURCHASE PRICE: The purchase price shall be Twenty Five Thousand &
No/100 Dollars ($25,000.00) to be paid by Grantee to Grantor at time of closing.



     3. EXERCISE OF OPTION: Grantee may exercise this option at anytime prior to
the closing date as provided herein, by sending a written notice to Grantor indicating
Grantee’s desire to exercise the option and the date on which the closing shall take place.



     4. NOTICES: Notices or other communications to be given hereunder shall be
sent to the parties at the addresses shown below or at such other address as either party
may hereafter designate in writing.



INITIALS: PJM /s/ PJM FHN /s/ FHN

5/10/04                              




Bayfield — Affordable 2 Option

Lead Bayou, Ltd

Page 1 of 2




 









 





     5. CLOSING: If Grantee exercises this option, closing may not occur prior to the
1st day of May, 2005, but must occur on or before the 31st day of May, 2005, unless the
closing date is otherwise extended by mutual written agreement of the parties. Closing
shall take place at the office of the Grantee, the address of which is shown below. Unless
exercised and closed on or before the closing date in accordance with the terms hereof, this
option shall expire and become void and of no further force and effect.



     6. ASSIGNMENT: Upon receipt of the purchase price, Grantor shall execute an
assignment of the limited partnership interest on an assignment form approved by Grantee,
obtain the signature of the general partner of said limited partnership on the assignment
form consenting to the transfer of the limited partnership interest, and deliver the executed
assignment to Grantee at time of closing.



     7. JURISDICTION: Venue and jurisdiction of this option agreement and all
attendant documents shall be Tulsa County, Oklahoma, and said option agreement and
documents shall be interpreted under the laws of the State of Oklahoma.



     8, FACSIMILE: The execution of this option agreement and the execution of any subsequent
documents 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.



          IN WITNESS WHEREOF, the undersigned Grantor and Grantee have executed and delivered this
option agreement effective the 1st day of April, 2004.




	 	 	 
	 

	 	BAYFIELD LOW INCOME HOUSING LIMITED
	 

	 	PARTNERSHIP, Grantor
	 

	 	1424 West Century Avenue, Suite 102
	 

	 	Bismarck, North Dakota 58503






	 	 	 	 	 	 	 
	 

	 	By
	 	/s/ PAUL J. MADDOCK            5/10/04
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	PAUL J. MADDOCK, President of
General Partner,

Megan Asset Management, Inc.	 	 






	 	 	 
	 

	 	AFFORDABLE HOUSING PARTNERSHIP NO. 2,
	 

	 	Grantee
	 

	 	5100 East Skelly Drive, Suite 400
	 

	 	Tulsa, Oklahoma 74135






	 	 	 	 	 	 	 
	 

	 	By
	 	/s/ F. H. NORTHROP
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	F. H. NORTHROP, President of Managing Partner,	 	 
	 

	 	 	 	Affordable Housing For America, Inc.	 	 






Bayfield
— Affordable 2 Option

Lead Bayou, Ltd. 
Page 2 of 2









 









 











OPTION TO PURCHASE LIMITED PARTNERSHIP INTEREST

IN

RIVERBEND APARTMENTS, LTD.




          THIS OPTION AGREEMENT is hereby entered into by and between BAYFIELD LOW INCOME
HOUSING LIMITED PARTNERSHIP, a Delaware limited partnership, (Grantor), and AFFORDABLE HOUSING
PARTNERSHIP NO. 2, an Oklahoma general partnership (Grantee), in compliance with an option
provision contained in that certain CONTRACT TO PURCHASE LIMITED PARTNERSHIP INTERESTS entered
into by the parties hereto on the 15th day of April, 2004, and closed concurrently with the
execution of this option agreement.




          WHEREAS, after said closing, the Grantor remains the owner RIVERBEND APARTMENTS, LTD., a
Louisiana limited partnership, Tax ID No. 72-1101119, and record owner of Riverbend Apartments, a
sixteen (16) unit apartment project located in Delta, Louisiana.




          NOW THEREFORE, in consideration of the foregoing and the mutual
promises contained herein, the parties agree as follows, to wit:




     1. OPTION: For and in consideration of One Thousand & No/100 Dollars
($1,000.00) and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Grantor hereby grants unto Grantee, or its assigns, the exclusive and
irrevocable option and right to purchase, under the conditions hereinafter provided, the
aforesaid forty-seven & 50/100 percent (47.5%) limited partnership interest which includes
all of the Grantor’s remaining partnership interests in equity,
profits, losses and tax
credits
in said limited partnership.



     2. PURCHASE PRICE: The purchase price shall be Nine Thousand & No/100
Dollars ($9,000.00) to be paid by Grantee to Grantor at time of closing.



     3. EXERCISE OF OPTION: Grantee may exercise this option at anytime prior to
the closing date as provided herein, by sending a written notice to Grantor indicating
Grantee’s desire to exercise the option and the date on which the closing shall take place.



     4. NOTICES: Notices or other communications to be given hereunder shall be
sent to the parties at the addresses shown below or at such other
address as either party may hereafter designate in writing.



INITIALS: PJM /s/ PJM FHN /s/ FHN

5/10/04                              




Bayfield — Affordable 2 Option

Riverbend Apartments, Ltd

Page 1 of 2




 









 





     5. CLOSING: If Grantee exercises this option, closing may not occur prior to the
1st day of May, 2005, but must occur on or before the 31st day of May, 2005, unless the
closing date is otherwise extended by mutual written agreement of the parties. Closing
shall take place at the office of the Grantee, the address of which is shown below. Unless
exercised and closed on or before the closing date in accordance with the terms hereof, this
option shall expire and become void and of no further force and effect.



     6. ASSIGNMENT: Upon receipt of the purchase price, Grantor shall execute an
assignment of the limited partnership interest on an assignment form approved by Grantee,
obtain the signature of the general partner of said limited partnership on the assignment
form consenting to the transfer of the limited partnership interest, and deliver the executed
assignment to Grantee at time of closing.



     7. JURISDICTION: Venue and jurisdiction of this option agreement and all
attendant documents shall be Tulsa County, Oklahoma, and said option agreement and
documents shall be interpreted under the laws of the State of
Oklahoma.



     8. FACSIMILE: The execution of this option agreement and the execution of any subsequent
documents 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.



          IN WITNESS WHEREOF, the undersigned Grantor and Grantee have executed and delivered this
option agreement effective the 1st day of April, 2004.




	 	 	 
	 

	 	BAYFIELD LOW INCOME HOUSING LIMITED
	 

	 	PARTNERSHIP, Grantor
	 

	 	1424 West Century Avenue, Suite 102
	 

	 	Bismarck, North Dakota 58503






	 	 	 	 	 	 	 
	 

	 	By
	 	/s/ PAUL J. MADDOCK            5/10/04
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	PAUL J. MADDOCK, President of
General Partner,

Megan Asset Management, Inc.	 	 






	 	 	 
	 

	 	AFFORDABLE HOUSING PARTNERSHIP NO. 2,
	 

	 	Grantee
	 

	 	5100 East Skelly Drive, Suite 400
	 

	 	Tulsa, Oklahoma 74135






	 	 	 	 	 	 	 
	 

	 	By
	 	/s/ F. H. NORTHROP
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	F. H. NORTHROP, President of Managing Partner,	 	 
	 

	 	 	 	Affordable Housing For America, Inc.	 	 






Bayfield — Affordable 2 Option

Riverbend Apartments, L.P.

Page 2 of 2