ASSIGNMENT AND ASSUMPTION OF LIMITED PARTNERSHIP INTEREST IN ALACHUA VILLAS. LTD.

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

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.

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.

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

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.

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.

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

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 24 ^th day of October, 2003.

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.

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

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 24 ^th day of October, 2003.

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.

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

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.

CONSENT OF GENERAL PARTNER

     The undersigned, owner of a five percent (5%) general par