VICTORY TAX EXEMPT REALTY INCOME FUND
                              LIMITED PARTNERSHIP
                            3 World Financial Center
                          200 Vesey Street, 29th Floor
                            New York, New York 10285
                    
May 11, 1998

Concam Associates, L.P.
1764 San Diego Avenue
San Diego, California 92110
Attention Mr. Ralph Tilley

             Re:  Camelot Lake Apartments (the "Project");
                  Standstill Letter, dated May 8, 1996 (as
                  amended, the "Standstill Letter"), by and
                  between Victory Tax Exempt Realty Income Fund
                  Limited Partnership, a Delaware limited
                  partnership ("Lender"), and Concam
                  Associates, L.P., a California limited
                  partnership ("Borrower").
                  
Ladies and Gentlemen:

The purpose of this letter (this "Letter Agreement") is to set forth our
understanding with respect to the Standstill Letter and the Project.  All
capitalized terms used but not otherwise defined herein shall have the meaning
ascribed to them in the Standstill Letter.

Accordingly, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Lender and Borrower hereby agree as follows:

1.  The term of the Standstill Letter shall be extended and shall continue
  until the earlier to occur of (a) December 31, 1998, (b) the closing of a
  "Sale" (as hereinafter defined) or (c) the termination by either Borrower or
  Lender in accordance with paragraph 3 of the Standstill Letter.  Upon the
  termination or expiration of the Standstill Letter, the rights and
  obligations of the parties under the Standstill Letter shall cease and the
  Standstill Letter shall be of no further force or effect, and the rights,
  liabilities and obligations of the parties shall be as they existed
  immediately prior to the execution of the Standstill Letter. As used herein,
  "Sale" shall mean the sale or other disposition of all or substantially all
  of the Project to an unaffiliated third party.
  
2. Nothing contained herein shall be construed as a commitment by Lender to (a)
  make any new loan or loans or to grant or extend any other financial
  accommodations to Borrower, (b) restructure the Loan or to modify any Loan
  Document, (c) approve or accept any proposed Sale or (d) except as expressly
  provided for herein, waive, modify or forbear from exercising any rights,
  powers, remedies or privileges, whether under the Loan Documents, the
  Forbearance Agreement, the Standstill Letter, at law or in equity.

3.  No purported alteration, amendment, change, waiver, termination or other
  modification of this Letter Agreement, the Loan Documents, the Forbearance
  Agreement, or the Standstill Letter shall be binding upon any party hereto,
  or have any other force or effect in any respect unless the same shall be in
  writing and signed by, or on behalf of, the party to be charged therewith.

4.  Each of the parties hereto understands that this Letter Agreement is a
  legally binding agreement that may affect such party's rights.  Each party
  hereto represents to the other that it has been represented by independent
  legal counsel of its choice regarding the meaning and legal significance of
  this Letter Agreement and that it is satisfied with its legal counsel and the
  advice received from it.

5.  Should any provision of this Letter Agreement require judicial
  interpretation, it is agreed that a court interpreting or construing the same
  shall not apply a presumption that the terms hereof shall be more strictly
  construed against any party by reason of the rule of construction that a
  document is to be construed more strictly against the party who itself or
  through its agent prepared the same.

6.  This letter Agreement shall be interpreted and enforced in accordance with
  the internal laws of the state of California as the same may from time to
  time exist, without giving effect to the principals of conflicts of laws.

7.  This Letter Agreement constitutes the entire agreement of the parties
  concerning the subject matter hereof, and supersedes any prior or
  contemporaneous representations or agreements, either oral or written, not
  contained herein.

8.  Each party executing this Letter Agreement represents that such party has
  the full authority and legal power to do so.

9.  The Letter Agreement may be executed in one or more counterparts, each of
  which shall be deemed an original but all of which together shall constitute
  one and the same instrument, with the same effect as if each party had
  executed all counterparts. If the foregoing accurately sets forth our
  understanding, please execute a copy of this Letter Agreement where indicated
  below and return it to the undersigned at the above address.


               LENDER:

               VICTORY TAX EXEMPT REALTY INCOME FUND
               LIMITED PARTNERSHIP
               a Delaware limited partnership
                               
               BY:  CA VICTORY INC.,
                    a Delaware Corporation
                    Its General Partner
               By:  /s/Nicole Barr
                    Nicole Barr
                    Vice President



ACCEPTED AND AGREED TO
AS OF THE DATE FIRST WRITTEN ABOVE

BORROWER:


CONCAM ASSOCIATES, L.P.,
a California limited partnership

By:  CONCAM, INC.
     a California Corporation
By:  /s/Ralph Tilley
     Ralph Tilley