(PAGE)                   FIRST AMENDMENT

                               TO

        NINTH AMENDED AND RESTATED PARTNERSHIP AGREEMENT

               HOUSING DEVELOPMENT ASSOCIATES S.E.


          THIS FIRST AMENDMENT TO NINTH AMENDED AND RESTATED
PARTNERSHIP AGREEMENT OF HOUSING DEVELOPMENT ASSOCIATES S.E.
("the Amendment") is made effective as of October 2, 1998, by and
among Equus Entertainment Corporation, a Puerto Rico corporation
("EEC") and Deer Valley LLC, a Maryland limited liability company
("Deer Valley").

                           WITNESSETH:

          WHEREAS, Interstate General Company, L.P. a Delaware
limited partnership ("IGC"), and EEC are parties to that certain
Ninth Amended and Restated Partnership Agreement of Housing
Development Associates S.E. (the "Partnership"), dated as of
December 31, 1997 (the "Agreement") pursuant to which IGC owns a
1% Percentage Partnership Interest and EEC owns a 99% Percentage
Partnership Interest and is the Managing Partner; and 

          WHEREAS, pursuant to that certain Redemption Agreement
entered in by and between IGC and Deer Valley of even date
herewith, IGC transferred to Deer Valley IGC's entire interest in
the Partnership; and

          WHEREAS, on the date hereof (i) IGC withdrew from the
Partnership, (ii) Deer Valley was admitted to the Partnership
with a 1% Percentage Partnership Interest, and (iii) EEC as
Managing Partner consented to the transactions described above;
and 

          WHEREAS, the parties desire to amend the Agreement to
reflect the transactions described above.

          NOW, THEREFORE, the parties hereto hereby agree as
follows:

          1.  Admission of Deer Valley.  Deer Valley succeeds to
IGC's entire interest in the Partnership with a Percentage
Partnership Interest of 1% and, in the accordance with Section 20
of the Agreement, Deer Valley is hereby admitted as a Substitute
Partner with request to such interest.

          2.  Withdrawal of IGC.  IGC hereby withdraws from the
Partnership.
(PAGE)                        - 2 -

          3.  Consent.  EEC, as Managing Partner, hereby consents
to the transactions described in the Amendment.

          4.  Other Provisions of Agreement.  Except as amended
hereby, the terms and conditions of the Agreement remain in full
force and effect.

          5.  Definitions.  All capitalized terms used herein and
not otherwise defined shall have the meanings ascribed to such
terms in the Agreement.

          IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be dully executed as of the date first above
written.

                           EQUUS ENTERTAINMENT CORPORATION



                           By: /s/ Gretchen Gronau        
                           Name : Gretchen Gronau
                           Title: Vice-President


                           DEER VALLEY LLC 



                           By: /s/ J. Michael Wilson        
                           Name : J. Michael Wilson
                           Title:


                           WITHDRAWAL OF IGC:

                           By: Interstate General Management    
                               Corporation
                               Managing General Partner



                           By: /s/ J. Michael Wilson        
                           Name : J. Michael Wilson
                           Title: