exv10wxhy



 





Exhibit
10h


ASSIGNMENT AND ASSUMPTION

OF

LIMITED PARTNERSHIP INTEREST

IN

ALACHUA VILLAS. LTD.




     The
undersigned signatories hereto, hereby certify and state that ALACHUA VILLAS, LTD.,
Tax ID No. 59-2892707 (Partnership). is a Florida 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 in Alachua, Florida, known as Alachua Villas, and that the names and respective interests
of the partners in said Partnership are as follows, to wit:




NORTH
AMERICAN HOUSING PARTNERS. L.L.C., 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 Eight Thousand Two Hundred Seven and No/100
Dollars ($8,207.00), 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 & 67/100 percent (32.67%)
limited partnership interest in said Partnership unto AFFORDABLE HOUSING PARTNERSHIP NO. 1
(Assignee) and does hereby retain on to itself, a sixty-six & 33/100 percent (66.33%) limited
partnership interest in said Partnership.



     In further consideration thereof, said Assignor, effective retroactive to the 1st day of
October, 2003, does hereby sell, transfer and assign unto said Assignee, one hundred percent (100%)
of the allocation to the limited partner 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 2003; 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, as amended, shall cause
more than an aggregate of thirty-three percent (33%) of Assignors interests in said Partnership to
be transferred from the Assignor to the Assignee prior to January 1, 2004. Anything contained
herein or in the said Partnership agreement, as amended, to the contrary not



	 	 	 	 	 	 	 	 	 
	 

	 	INITIALS
	 	/s/ PJM
	 	/s/ FHN
	 	/s/ GLM
	 

	 	 	 	 
	 	 
	 	 
	 

	 	 	 	PJM
	 	FHN
	 	GLM





Assignment
& Assumption

Alachua Villas. Ltd.

Page 1 of 2



 









 





withstanding, allocating a greater than thirty-three percent (33%) aggregate interest of the
Assignor in said Partnership to the Assignee prior to January 1,
2004, shall be of no force or
effect with respect 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 to 
set forth below, on this the 24th day of October, 2003.



	 	 	 	 	 
	 	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. 1 

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 ALACHUA
VILLAS, LTD., does hereby expressly approve the aforesaid transfer of a thirty-two & 67/100 percent
(32.67%) limited partnership interest and the allocations of partnership interests as set forth
above, and consent to the inclusion of AFFORDABLE HOUSING PARTNERSHIP
NO. 1 as an additional
limited partner of said Partnership.



	 	 	 	 	 
	 	NORTH AMERICAN HOUSING PARTNERS,
L.L.C.

General Partner

 	 
	 	By  	/s/ Gary L. Maddock
 	 
	 	 	GARY L. MADDOCK, Operating Manager        	 
	 	 	 	 
	 



Assignment
& Assumption

Alachua Villas. Ltd.

Page 3 of 2




 









 





ASSIGNMENT AND ASSUMPTION

OF

LIMITED PARTNERSHIP INTEREST

IN

CITRUS TERRACE, LTD.




     The
undersigned signatories hereto, hereby certify and state that CITRUS
TERRACE, LTD.,
Tax ID No. 65-0012788 (Partnership), is a Florida limited partnership conducting business under said
name and in said State; that said Partnership is the owner of a forty-two (42) unit apartment
project in Sebring, Florida, known as Citrus Terrace Apartments; and that the names and respective
interests of the partners in said Partnership are as follows. to wit:




NORTH
AMERICAN HOUSING PARTNERS, L.L.C., 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 Fourteen Thousand Eight Hundred Seven and
No/100 Dollars ($14,807.00), 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 & 67/100 percent
(32.67%) limited partnership interest in said Partnership unto AFFORDABLE HOUSING PARTNERSHIP NO. 1
(Assignee) and does hereby retain on to itself, a Sixty-Six & 33/100 percent (66.33%) limited
partnership interest in said Partnership



     In further consideration thereof, said Assignor, effective retroactive to the 1st day of
October, 2003, does hereby sell, transfer and assign unto said Assignee, one hundred percent (100%)
of the allocation 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 2003; 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, us 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 thirty-three percent (33%) of Assignor, interests in said Partnership to
be transferred from the Assignor to the Assignee prior to January 1, 2004. Anything contained
herein or in the said Partnership agreement, as amended, to the contrary not



	 	 	 	 	 	 	 	 	 
	 

	 	INITIALS
	 	/s/ PJM
	 	/s/ FHN
	 	/s/ GLM
	 

	 	 	 	 
	 	 
	 	 
	 

	 	 	 	PJM
	 	FHN
	 	GLM





Assignment
& Assumption

Alachua Villas. Ltd.

Page 2 of 2



 









 





withstanding, allocating a greater than thirty-three percent (33%) aggregate interest of the
Assignor in said Partnership to the Assignee prior to January 1,
2004, shall be of no force or
effect with respect 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 to 
set forth below, on this the 24th day of October, 2003.



	 	 	 	 	 
	 	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.1. 

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 CITRUS
TERRACE, LTD., does hereby expressly approve the aforesaid transfer of a thirty-two & 67/100
percent (32.67%) limited partnership interest and the allocations of partnership interests as set
forth above, and consent to the inclusion of AFFORDABLE HOUSING
PARTNERSHIP NO. 1 as an additional
limited partner of said Partnership.



	 	 	 	 	 
	 	NORTH AMERICAN HOUSING
PARTNERS, L.L.C,

General Partner

 	 
	 	By  	/s/  Gary L. Maddock
 	 
	 	 	GARY L. MADDOCK, Operating Manager        	 
	 	 	 	 



 









 






	 	 	 	 	 



ASSIGNMENT AND ASSUMPTION

OF

LIMITED PARTNERSHIP INTEREST

IN

LAKE CITY VILLAGE, LTD.





     The
undersigned signatories hereto, hereby certify and state that LAKE CITY VILLAGE,
LTD., Tax ID No. 59-2892709 (Partnership), is a Florida limited partnership conducting business
under said name and in said State; that said Partnership is the owner of a thirty-six (36) unit
apartment project in Lake City, Florida, known as Lake City Village, and that the names and
respective interests of
the partners in said Partnership are as follows, to wit:




NORTH
AMERICAN HOUSING PARTNERS, L.L.C., 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 Thousand Four Hundred  Eighty-Four and
No/100 Dollars ($10,484.00), 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 & 67/100 percent
(32.67%) limited partnership interest in said Partnership unto AFFORDABLE HOUSING PARTNERSHIP NO. 1
(Assignee) and does hereby retain on to itself, a sixty-six & 33/100 percent (66.33%) limited
partnership interest in said Partnership.



     In further consideration thereof, said Assignor, effective retroactive to the 1st day of
October, 2003, does hereby sell, transfer and assign unto said Assignee, one hundred percent (100%)
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 2003; 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, as amended, shall cause
more than an aggregate of thirty-three percent (33%) of Assignor interests in said Partnership to
be transferred from the Assignor to the Assignee prior to January 1, 2004. Anything contained
herein or in the said Partnership agreement, as amended, to the contrary not



	 	 	 	 	 	 	 	 	 
	 

	 	INITIALS
	 	/s/ PJM
	 	/s/ FHN
	 	/s/ GLM
	 

	 	 	 	 
	 	 
	 	 
	 

	 	 	 	PJM
	 	FHN
	 	GLM




Assignment
& Assumption

Alachua Villas. Ltd.

Page 1 of 2




 









 





withstanding, allocating a greater than thirty-three percent (33%) aggregate interest of the
Assignor in said Partnership to the Assignee prior to January 1,
2004, 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 to set forth below, on this the 24th day of October, 2003.



	 	 	 	 	 
	 	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.1, 

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 LAKE CITY
VILLAGE, LTD., does hereby expressly approve the aforesaid transfer of a thirty-two & 67/100
percent (32.67%) limited partnership interest and she allocations of partnership interests as set
forth above, and consent to the inclusion of AFFORDABLE HOUSING
PARTNERSHIP NO. 1 as an additional
limited partner of said Partnership.



	 	 	 	 	 
	 	NORTH AMERICAN HOUSING PARTNERS.
L.L.C.,

General Partner

 	 
	 	By  	/s/   Gary L. Maddock
 	 
	 	 	GARY L. MADDOCK, Operating Manager        	 
	 	 	 	 


Assignment
& Assumption

Alachua Villas. Ltd.

Page 2 of 2



 









 






	 	 	 	 	 



ASSIGNMENT AND ASSUMPTION

OF

LIMITED PARTNERSHIP INTEREST

IN

LONG VIEW TERRACE, LTD.





     The undersigned signatories hereto, hereby certify and state that LONGVIEW TERRACE ,
LTD., Tax ID No. 64-0766894 (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) unit
apartment project in Decatur, Mississippi, known as Longview Terrace Apartments, and that the
names and respective interests of the partners in said Partnership
are as follows, to wit:


NORTH
AMERICAN HOUSING PARTNERS. L.L.C., 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 Five Thousand One Hundred Seventy One and No/100
Dollars ($5,171.00), 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-one & 35/100 percent (31.35%)
limited partnership interest in said Partnership unto AFFORDABLE HOUSING PARTNERSHIP NO. 1
(Assignee) and does hereby retain on to itself, a sixty-three & 65/100 percent (63.65%) limited
partnership interest in said Partnership.



     In further consideration thereof, said Assignor, effective retroactive to the 1st day of
October, 2003, does hereby sell, transfer and assign unto said Assignee, one hundred percent (100%)
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 2003; 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 acknowledge, 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, as 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 prior to January 1, 2004. Anything contained
herein or in the said Partnership agreement, as amended, to the contrary not



	 	 	 	 	 	 	 	 	 
	 

	 	INITIALS
	 	/s/ PJM
	 	/s/ FHN
	 	/s/ GLM
	 

	 	 	 	 
	 	 
	 	 
	 

	 	 	 	PJM
	 	FHN
	 	GLM





Assignment
& Assumption

Alachua Villas. Ltd.

Page 1 of 2



 









 





withstanding, allocating a greater than thirty-three percent (33%) aggregate interest of the
Assignor in said Partnership to the Assignee prior to January 1,
2004, 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 to set forth below, on this the 24th day
of October, 2003.



	 	 	 	 	 
	 	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.1 

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 LONGVIEW
TERRACE, LTD., does hereby expressly approve the aforesaid transfer of a thirty-one & 35/100 percent
(31.35%) limited partnership interest and the allocations of partnership interests as set forth
above, and consent to the inclusion of AFFORDABLE HOUSING PARTNERSHIP
NO. 1 as an additional
limited partner of said Partnership.



	 	 	 	 	 
	 	NORTH AMERICAN HOUSING PARTNERS, L.L.C,

General Partner
 	 
	 	By  	/s/ Gary L. Maddock
 	 
	 	 	GARY L. MADDOCK, Operating Manager        	 
	 	 	 	 


Assignment
& Assumption

Alachua Villas. Ltd.

Page 2 of 2



 









 






	 	 	 	 	 



ASSIGNMENT AND ASSUMPTION

OF

LIMITED PARTNERSHIP INTEREST

IN

PONTOTOC RIDGE, LTD.





     The
undersigned signatories hereto, hereby certify and state that PONTOTOC RIDGE, LTD.,
Tax ID No. 64-0735328 (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) unit
apartment project in Pontotoc, Mississippi, known as Pontotoc Ridge
Apartments; and that the names
and respective interests of the partners in said Partnership are as
follows, to wit:




NORTH
AMERICAN HOUSING PARTNERS, L.L.C., 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 Five Thousand Eight Hundred Thirty One and
No/100 Dollars ($5,831.00), 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-One & 35/100 percent
(31.35%) limited partnership interest in said Partnership unto AFFORDABLE HOUSING PARTNERSHIP NO. 1
(Assignee) and does hereby retain on to itself, a sixty-three & 65/100 percent (63.65%) limited
partnership interest in said Partnership.



     In further consideration thereof, said Assignor, effective retroactive to the 1st day of
October, 2003, does hereby sell, transfer and assign unto said Assignee, one hundred percent (100%)
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 2003; 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 acknowledge 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, as 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 prior to January 1, 2004. Anything contained
herein or in the said Partnership agreement, as amended, to the contrary not



	 	 	 	 	 	 	 	 	 
	 

	 	INITIALS
	 	/s/ PJM
	 	/s/ FHN
	 	/s/ GLM
	 

	 	 	 	 
	 	 
	 	 
	 

	 	 	 	PJM
	 	FHN
	 	GLM





Assignment
& Assumption

Alachua Villas. Ltd.

Page 1 of 2



 









 






withstanding, allocating a greater than thirty-three percent (33%) aggregate interest of the
Assignor in said Partnership to the Assignee prior to January 1,
2004, shall be of no force or
effect with respect such greater portion thereof and the Assignor
shall continue to bold 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 to 
set forth below, on this the 24th day of October, 2003.



	 	 	 	 	 
	 	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.1, 

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 PONTOTOC
RIDGE LTD., does hereby expressly approve the aforesaid transfer of a thirty-one & 35/100 percent
(31.35%) limited partnership interest and the allocations of partnership interests as set forth
above, and consent to the inclusion of AFFORDABLE HOUSING PARTNERSHIP
NO. 1 as an additional
limited partner of said Partnership.



	 	 	 	 	 
	 	NORTH AMERICAN HOUSING PARTNERS. L.L.C,

General Partner

 	 
	 	By  	/s/  Gary L. Maddock
 	 
	 	 	GARY L. MADDOCK, Operating Manager        	 
	 	 	 	 
	 




Assignment
& Assumption

Alachua Villas, Ltd.

Page 2 of 2



 









 






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. 1, an Oklahoma general partnership (Buyer).



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




	 	•	 	A ninety-nine percent (99%) limited partnership interest in ALACHUA VILLAS,
LTD., a Florida limited partnership, Tax ID No. 59-2892707, and owner of
Alachua Villas, a 35 unit apartment project located in Alachua, Florida;
	 
	 	•	 	A ninety-nine percent (99%) limited partnership interest in CITRUS TERRACE,
LTD., a Florida limited partnership, Tax ID No. 65-0012788, and owner of Citrus Terrace
Apartments, a 42 unit apartment project located in Sebring, Florida;
	 
	 	•	 	A ninety-nine percent (99%) limited partnership interest in LAKE CITY
VILLAGE, LTD., a Florida limited partnership, Tax ID No. 59-2892709, and owner of
Lake City Village, a 36 unit apartment project located in Lake City, Florida;
	 
	 	•	 	A ninety-five percent (95%) limited partnership interest in LONGVIEW
TERRACE, LTD., a Mississippi limited partnership, Tax ID No. 64-0766894, and owner of
Longview Terrace, a 24 unit apartment project located in Decatur, Mississippi; and
	 
	 	•	 	A ninety-five percent (95%) limited partnership interest in PONTOTOC RIDGE,
LTD., a Mississippi limited partnership, Tax ID No. 64-0735328, and owner of Pontotoc
Ridge Apartments, a 24 unit apartment project located in Pontotoc, Mississippi;




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, thirty-three percent (33%) of
the aforesaid interest of Seller in each of said five (5) limited partnerships.



	 	 	 	 	 	 	 
	 

	 	INITIALS
	 	/s/ PJM
	 	/s/ FHN
	 

	 	 	 	 
	 	 
	 

	 	 	 	PJM
	 	FHN





Bayfield
— Affordable I Contract


5 L.P. interests

Page 1 of 5




 









 





     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 thirty-three percent (33%) of the
aforesaid interest of Seller in each of said five (5) limited partnerships shall be as follows:



	 	 	 	 	 	 	 
	•	 	ALACHUA VILLAS, LTD.
	 	$	8,207.00	 
	 	 	 
	 	 	 	 
	•	 	CITRUS TERRACE, LTD.
	 	 	14,807.00	 
	 	 	 
	 	 	 	 
	•	 	LAKE CITY VILLAGE, LTD.
	 	 	10,484.00	 
	 	 	 
	 	 	 	 
	•	 	LONGVIEW TERRACE, LTD.
	 	 	5,171,00	 
	 	 	 
	 	 	 	 
	•	 	PONTOTOC RIDGE, LTD.
	 	 	5,831.00	 
	 	 	 
	 	 	 	 
	 	 	 
	 	 	 
	 	 	Total        
	 	$	44,500.00	 





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 3 below, the total amount to
be paid by Buyer to Seller at time of closing shall be reduced accordingly.




     2. DOCUMENTS: Seller shall, within ten (10) days after execution of this contract,
deliver to Buyer the documents listed on “Schedule A” hereto attached and incorporated
herein. 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
unencumbered ownership by Seller of the aforesaid five (5) limited partnership interests, and
the financial condition and compliance with RD regulations of the aforesaid three (3) Florida
limited partnerships and two (2) Mississippi limited partnerships.



     3. RESCISSION: Buyer has entered into this contract anticipating certain income tax
advantages to ownership of the aforesaid five (5) limited partnership interests, and closing
this
contract is contingent upon Buyer’s examination of the documents referred to in paragraph 2
above, and the determination by Buyer that each of the aforesaid five (5) 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 five (5) 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.



     4. 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 fifteen (15) days
of the date of execution of this contract.



	 	 	 	 	 	 	 
	 

	 	INITIALS
	 	/s/ PJM
	 	/s/ FHN
	 

	 	 	 	 
	 	 
	 

	 	 	 	PJM
	 	FHN





Bayfield
— Affordable I Contract


5 L.P. interests

Page 2 of 5




 









 





     5. ALLOCATIONS;
As additional consideration for payment of each purchase price
paid by Buyer, Seller shall assign and transfer to Buyer at the closing, one hundred percent
(100%) 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). The assignment and transfer shall
be effective the 1st day of October, 2003, regardless of the actual date of the closing.
This
will result in a split accounting year for 2003, during which the Seller shall be entitled to
the
profits, losses, tax credits and RTO allocated to the limited partner from January 1 through
September 30, and the Buyer shall be entitled to said allocations from October 1 through
December 31, 2003, Allocations in 2004 and subsequent years shall be pro rata in accordance
with the limited partners’ percentage partnership interests.



     6. 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
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.



     7. OPTIONS: At closing of this contract, Seller shall grant to Buyer options to
purchase the remaining limited partnership interests of Seller in the aforesaid five (5)
limited
partnerships. The option prices to be paid by Buyer at time of closing of this contract,
shall
be $1,000.00 per limited partnership interest. The options shall not be exercisable prior to
January 1, 2004, and the purchase prices, if the options are exercised by Buyer, shall be as
follows:



	 	 	 	 	 	 	 
	•	 	ALACHUA VILLAS, LTD.
	 	$	18,693.00	 
	 	 	 
	 	 	 	 
	•	 	CITRUS TERRACE, LTD.
	 	 	32,093.00	 
	 	 	 
	 	 	 	 
	•	 	LAKE CITY VILLAGE, LTD.
	 	 	23,316.00	 
	 	 	 
	 	 	 	 
	•	 	LONGVIEW TERRACE, LTD.
	 	 	12,529.00	 
	 	 	 
	 	 	 	 
	•	 	PONTOTOC RIDGE, LTD.
	 	 	13,869.00	 
	 	 	 
	 	 	 	 
	 	 	 
	 	 	 
	 	 	Total
	 	$	100,500.00	 






     8. COMMISSIONS: The parties hereto acknowledge that REMS has brokered this contract and the
aforesaid options, and Buyer does hereby agree to pay REMS a sales commission of $5,000.00 for
each limited partnership. These sales commissions shall be due and payable upon execution of this
contract by Buyer and shall be non-refundable. Buyer shall be solely responsible for any and all sales
commissions, fees and expenses that may be due and owing REMS in connection with this contract.



	 	 	 	 	 	 	 
	 

	 	INITIALS
	 	/s/ PJM
	 	/s/ FHN
	 

	 	 	 	 
	 	 
	 

	 	 	 	PJM
	 	FHN




Bayfield
~ Affordable 1 Contract

5 LP interests

Page 3 of 5





 









 





     9. 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.



     10. 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 triplicate
on this the 30th day of September, 2003.



	 	 	 	 	 
	 	BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP

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. 1

5100 East Skelly Drive, Suite 400

Tulsa, Oklahoma74135

 	 
	 	By  	/s/ F. H. Northrop
 	 
	 	 	F. H. NORTHROP, President of General Partner, 	 
	 	 	Affordable Housing For America, Inc. 	 
	 



RECEIPT





     Receipt of the sales commissions totaling $25,000.00 is hereby acknowledged, this 30th day of September  , 2003, and
by execution of this receipt, REAL ESTATE MARKETING SERVICES, L.LC. does hereby agree to be bound by the terms
and conditions contained in the above and foregoing contract.



	 	 	 	 	 
	 	REAL ESTATE MARKETING SERVICES, L.L.C. 

5100 East Skelly Drive, Suite 400 

Tulsa, Oklahoma 74135

 	 
	 	By  	/s/  Douglas L. Willcox
 	 
	 	 	DOUGLAS L. WILLCOX, President 	 
	 	 	 	 



Bayfield
~ Affordable 1 Contract

5 LP interests

Page 4 of 5


 









 






	 	 	 	 	 



“SCHEDULE
A”

DOCUMENTS REQUIRED FROM SELLER



BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP (Seller):





	 	1.	 	Copy of partnership agreement and all amendments thereto; and
	 
	 	2.	 	Certificate of good standing issued by Secretary of State.




ALACHUA VILLAS, LTD; CITRUS TERRACE, LTD; LAKE CITY VILLAGE, LTD; LONGVIEW TERRACE, LTD; and
PONTOTOC RIDGE, LTD (RD borrowers):





	 	1.	 	Copy of partnership agreement and all amendments thereto;
	 
	 	2.	 	Certificate of good standing issued by Secretary of State;
	 
	 	3.	 	Copies of state and federal 2002 income tax returns;
	 
	 	4.	 	Copies of 2002 Form RD 1930-7 (budget/expenses) and Form RD 1930-8
(balance sheet);
	 
	 	5.	 	Copy of most recent monthly accounting report from project manager;
	 
	 	6.	 	Copy of promissory note(s) in favor of RD;
	 
	 	7.	 	Copy of recorded mortgage(s) or deed(s) of trust in favor of RD;
	 
	 	8.	 	Copy of annual statement(s) of loan account(s) as of 2002 year end from RD;
	 
	 	9.	 	Statement by general partner or project manager of compliance with RD
regulations with list of exceptions, if any; and
	 
	 	10.	 	Copy of recorded real estate deed(s) showing limited partnership as owner
of partnership real estate.





	 	 	 	 	 	 	 
	 

	 	INITIALS
	 	/s/ PJM
	 	/s/ FHN
	 

	 	 	 	 
	 	 
	 

	 	 	 	PJM
	 	FHN





Bayfield
~ Affordable 1 Contract

5 LP interests

Page 5 of 5




 









 






OPTION TO PURCHASE LIMITED PARTNERSHIP INTEREST

IN

ALACHUA VILLAS, 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. 1, 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
30th day of September, 2003, and closed on the 24th day of October, 2003.




          WHEREAS, after said closing, the Grantor remains the owner of an Sixty-six & 33/100
percent (66.33%) limited partnership interest in ALACHVA VILLAS, LTD., a Florida limited
partnership. Tax ID No. 59-2892707, and
record owner of Alachua Villas, a thirty-five (35) unit apartment protect located in
Alachua, Florida.




          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 and No/100 Dollars ($1,000.00) and other
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor
hereby grants unto Grantee the exclusive and irrevocable option and
right to purchase. Under the
conditions hereinafter provided, the aforesaid Sixty-six & 33/100 percent (66.33%) 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 Eighteen Thousand Six
Hundred Ninety-three and No/100 Dollars ($18,693.00) 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
	 	/s/ PJM
	 	/s/ FHN
	 

	 	 	 	 
	 	 
	 

	 	 	 	PJM
	 	FHN






Bayfield — Affordable Option

Alachua Villas, Ltd.

Page 1 of 2




 









 





     5. CLOSING: If Grantee exercises this option, closing may not occur prior
to January 1, 2004, but must occur on or before January 31,
2004, 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 Okhlahoma.



     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 on this
24th day of October, 2003.




	 	 	 	 	 
	 	 	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. 1,

Grantee

5100 East Skelly Drive, Suite 400 

Tulsa, Oklahoma 74135
	 
	 	 	 	 
	 

	 	By
	 	/s/ F. H. Northrop
	 

	 	 	 	 
	 

	 	 	 	F. H. NORTHROP, President of General Partner,

Affordable Housing For America, Inc.






Bayfield — Affordable Option

Alachua Villas, Ltd.

Page 2 of 2





 









 








OPTION TO PURCHASE LIMITED PARTNERSHIP INTEREST

IN

CITRUS TERRACE, 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. 1, 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 30th day of
September, 2003, and closed on the 24th day of October, 2003.




          WHEREAS, after said closing, the Grantor remains the owner of an unencumbered
sixty-six & 03/100 percent (66.33%) limited partnership interest in CITRUS TERRACE.
LTD., a Florida limited partnership, Tax ID No. 65-0012788, and record owner of
Citrus Terrace Apartments, a forty-two (42) unit apartment project located in
Sebring. Florida.




          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 and No/100 Dollars
($1,000.00) and other valuable consideration, the receipt and sufficiency of
which are
hereby acknowledged, Grantor hereby grants unto Grantee the
exclusive and
irrevocable option and right to purchase, under the conditions hereinafter
provided, the
aforesaid sixty-six & 33/100 percent (66.33%) 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 Thirty-Two Thousand
Ninety-three and No/100 Dollars ($32,093.00) 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
	 	/s/ PJM
	 	/s/ FHN
	 

	 	 	 	 
	 	 
	 

	 	 	 	PJM
	 	FHN






Bayfield — Affordable Option

Citrus Terrace, Ltd.

Page 1 of 2





 









 








     5. CLOSING: if Grantee exercises this option, closing may not occur prior to
January 1, 2004, but must occur on or before January 31, 2004, 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 on this
24th day of October, 2003.




	 	 	 	 	 
	 	 	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. 1,

Grantee

5100 East Skelly Drive, Suite 400 

Tulsa, Oklahoma 74135
	 
	 	 	 	 
	 

	 	By
	 	/s/ F. H. Northrop
	 

	 	 	 	 
	 

	 	 	 	F. H. NORTHROP, President of General Partner,

Affordable Housing For America, Inc.






Bayfield — Affordable Option

Citrus Terrace, Ltd.

Page 2 of 2




 









 





OPTION TO PURCHASE LIMITED PARTNERSHIP INTEREST

IN

LAKE CITY VILLAGE, 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. 1, 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 30th day of September, 2003, and closed on the 24 th day
of October, 2003.




          WHEREAS, after said closing, the Grantor remains the owner of an unencumbered
sixty-six & 33/100 percent (66,33%) limited partnership interest in LAKE CITY VILLAGE, LTD., a
Florida limited partnership, Tax ID No. 59-2892709, and record owner of Lake City Village, a
thirty-six (36) unit apartment project located in Lake City,
Florida.




          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 and No/100 Dollars ($ 1,000.00) and
other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Grantor hereby grants unto Grantee the exclusive and
irrevocable option and right to purchase, under the conditions hereinafter provided, the
aforesaid Sixty-six & 33/100 percent (66.33%) 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
Three Hundred Sixteen and No/100 Dollars ($23,316.00) 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
	 	/s/ PJM
	 	/s/ FHN
	 

	 	 	 	 
	 	 
	 

	 	 	 	PJM
	 	FHN






Bayfield — Affordable Option

Lake City Village, Ltd.

Page 1 of 2




 









 





     5. CLOSING: If Grantee exercises this option, closing may not occur prior
to
January 1, 2004, but must occur on or before January 31, 2004, 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 on this 24th day of October, 2003.




	 	 	 	 	 
	 	 	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, 1,

Grantee

5100 East Skelly Drive, Suite 400 

Tulsa, Oklahoma 74135
	 
	 	 	 	 
	 

	 	By
	 	/s/ F. H. Northrop
	 

	 	 	 	 
	 

	 	 	 	F. H. NORTHROP, President of General Partner,

Affordable Housing For America, Inc.






Bayfield—Affordable Option

Lake City Village, Ltd

Page 2 of 2





 









 








OPTION TO PURCHASE LIMITED PARTNERSHIP INTEREST

IN

LONGVIEW TERRACE. 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. 1, 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 30th day of
September, 2003, and closed on the 24th day of October, 2003.




          WHEREAS, after said closing, the Grantor remains the owner of an unencumbered
sixty-three & 65/100 percent (63.65%) limited partnership interest in LONGVIEW
TERRACE, LTD., a Mississippi limited partnership, Tax ID No. 64-0766894, and record
owner of Longview Terrace Apartments, a twenty-four (24) unit apartment project
located in Decatur, 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 and No/100 Dollars
($1,000.00) and other valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, Grantor hereby grants unto Grantee the exclusive
and
irrevocable option and right to purchase, under the conditions hereinafter
provided, the
aforesaid sixty-three & 65/100 percent (63.65%) 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 Twelve Thousand Five
Hundred Twenty-Nine and No/100 Dollars ($12,529.00) 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
	 	/s/ PJM
	 	/s/ FHN
	 

	 	 	 	 
	 	 
	 

	 	 	 	PJM
	 	FHN






Bayfield — Affordable Option

Longview Terrace, Ltd.

Page 1 of 2





 









 








     5. CLOSING: If Grantee exercises this option, closing may not occur
prior to January 1, 2004, but must occur on or before January 31, 2004, 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 on this
24th day of October, 2003.




	 	 	 	 	 
	 	 	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. 1,

Grantee

5100 East Skelly Drive, Suite 400 

Tulsa, Oklahoma 74135
	 
	 	 	 	 
	 

	 	By
	 	/s/ F. H. Northrop
	 

	 	 	 	 
	 

	 	 	 	F. H. NORTHROP, President of General Partner,

Affordable Housing For America, Inc.






Bayfield
— Affordable Option

Longview Terrace, Ltd.

Page 2 of 2




 









 





OPTION TO PURCHASE LIMITED PARTNERSHIP INTEREST

IN

PONTOTOC RIDGE, 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. 1, 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 30th day
of September, 2003, and closed on the 24th day of October, 2003.




          WHEREAS, after said closing, the Grantor remains the owner of an unencumbered
sixty-three & 65/100 percent (63.65%) limited partnership interest in PONTOTOC RIDGE, LTD., a
Mississippi limited partnership, Tax ID No. 64-0735328, and record owner of Pontotoc Ridge
Apartments, a twenty-four (24) unit apartment project located in Pontotoc, Mississippi.




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




     1. OPTION: For and in consideration of One Thousand and No/100 Dollars
($1,000.00) and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Grantor hereby grants unto Grantee the exclusive and
irrevocable option and right to purchase, under the conditions hereinafter provided, the
aforesaid sixty-three & 65/100 percent (63.65%) 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 Thirteen Thousand Eight
Hundred Sixty-Nine and No/100 Dollars ($13,869.00) 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
	 	/s/ PJM
	 	 /s/ FHN
	 

	 	 	 	 
	 	 
	 

	 	 	 	PJM
	 	FHN






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Pontotoc Ridge, Ltd.

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     5. CLOSING: If Grantee exercises this option, closing may not occur prior to
January 1, 2004, but must occur on or before January 31,2004, unless the closing date
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 on this 24th, day of October, 2003.




	 	 	 	 	 
	 	 	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. 1,

Grantee

5100 East Skelly Drive, Suite 400 

Tulsa, Oklahoma 74135
	 
	 	 	 	 
	 

	 	By
	 	/s/ F. H. Northrop
	 

	 	 	 	 
	 

	 	 	 	F. H. NORTHROP, President of General Partner,

Affordable Housing For America, Inc.






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Pontotoc Ridge, Ltd

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