CONTRACT TO PURCHASE LIMITED PARTNERSHIP INTERESTS

Exhibit 10j

CONTRACT TO PURCHASE
LIMITED PARTNERSHIP INTERESTS

           THIS AGREEMENT is made and entered into as of October 1, 2004 by and among BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP, a Delaware limited partnership (“Seller”) having an office c/o Megan Asset Management, Inc., 1424 W. Century Avenue, Suite 102, Bismarck, ND 58503, MPF BAYFIELD ACQUISITION, LLC, a California limited liability company (“Buyer”) having an office c/o Mackenzie Patterson Fuller, Inc., 1640 School Street, Moraga, CA 94556 and MACKENZIE PATTERSON FULLER, INC., a California corporation having an office at 1640 School Street, Moraga, CA 94556 (“Guarantor”).

RECITALS

     Seller is the sole limited partner of eighty-one (81) limited partnerships listed on Exhibit A attached hereto (“Partnerships”). Each of the Partnerships is the owner of the respective apartment project for low to moderate income families as set forth on Exhibit A (“Apartment Projects”). The limited partnership interests of the Partnerships (“Partnership Interests”) 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 as such plan has been modified by the Confirmation Order relating thereto and as subsequently amended (“Plan”). Capitalized terms used herein but not defined herein shall have the meanings set forth in the Partnership Agreement (as defined herein) or in the Plan.

     Seller desires to sell, and Buyer desires to purchase, up to forty-nine and one-half percent (49.5%) of the Partnership Interests in each Partnership, and Seller wishes to grant, and Buyer wishes to obtain, options to purchase the remaining Partnership Interests when such purchase and sale would not cause termination of the Partnerships. Upon the transfer of such interests to Buyer, Buyer will assume the rights and duties of Seller in the Amended and Restated Agreement and Certificate of Limited Partnership of each of the Partnerships, as amended (“Partnership Agreement”), but only to the extent provided in this Agreement.

     Guarantor, an affiliate of Buyer, has executed this Agreement and will execute the Guaranty (as hereinafter defined) for purposes of unconditionally guaranteeing Buyer’s obligations hereunder and under the Secured Promissory Notes (as hereinafter defined) to be delivered by Buyer in partial satisfaction of its payment obligations hereunder. To secure the Secured Promissory Notes Buyer will grant to Seller a security interest in the Partnership Interests.

     In consideration of the mutual promises contained herein, the parties agree as follows:

      Section 1 . PURCHASE OF PARTNERSHIP INTERESTS AND OPTIONS.

      (a)  Purchase and Sale. Seller shall sell, and Buyer shall purchase, the right, title and interest of Seller in fifty percent of the Partnership Interests owned by Seller as set forth on

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Exhibit A, Column Q, except that Buyer shall purchase only 33.0% of the Partnership Interests of Seller in the 2005 Partnerships as listed on Exhibit A-1 , and Seller shall grant, and Buyer shall purchase, the Short Option and the First Option as provided in Section 2 (b) hereof. Such purchase and sale of Partnership Interests and grant and purchase of options shall be effective on October 1, 2004 (“Effective Date”).

      (b)  Purchase Price. The price for the purchase of the Partnership Interests and options as provided in paragraph (a) of this Section 1 is:

           (i) Cash Consideration: ONE MILLION FIVE HUNDRED TWENTY FOUR THOUSAND NINE HUNDRED TWELVE DOLLARS ($1,524,912), payable as follows:

     $331,000 at the First Closing, payable in cash;

     $210,000 on April 15, 2005;

     $238,000 on June 15, 2005

     $425,000 on December 15, 2005; and

     $320,912 on June 15, 2006 (collectively, “Cash Consideration”); and

      (ii) Assumption of Seller’s 8% Interest Obligation: Buyer’s assumption of Seller’s obligation to pay the respective percentages set forth on Exhibit_A of the 8% interest payable pursuant to Article 15(l)(a)(ii) of the Plan as a first priority from the proceeds of any Capital Event (“8% Interest Obligation”); and

      (iii) Assumption of Seller’s Obligations as Limited Partner: Buyer’s assumption of the respective percentages set Forth on Exhibit A of the obligations of Seller as Limited Partner under each of the Partnership Agreements that arise from on and after the date of the First Closing (“LP Obligations”).

The Cash Consideration, 8% Interest Obligation and LP Obligations shall constitute and be defined herein as the “Purchase Price”. All payments of Cash Consideration shall be paid in United States Dollars by electronic funds transfer or cashier’s check payable to the order of Seller.

      (c)  Secured Promissory Notes. All Cash Consideration not to be paid at the First Closing shall be evidenced by a separate, non-negotiable secured promissory notes of Buyer payable to the order of Seller in the form of Exhibit B attached hereto (“First Closing Note”). To secure Buyer’s performance under the First Closing Note and under any other notes that may be delivered by Buyer under this Agreement or upon exercise of the First Option, if exercised, (collectively, the “Secured Promissory Notes”), Guarantor shall execute and deliver to Seller a guaranty in the form of Exhibit C attached hereto (“Guaranty”), and Buyer shall execute and deliver to Seller a security agreement in the form of Exhibit D attached hereto (“Security

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Agreement”). Seller may assign the Secured Promissory Notes to an affiliate of Seller in satisfaction of sums, if any, due it from Seller.

      (d)  Contingent Cash Consideration Adjustment . If and to the extent that the annual depreciation expense of the Partnerships during tax year 2006 is not at least 95% or exceeds 105% of the anticipated annual depreciation expense of the Partnerships for 2006 as reflected on Exhibit A, the total consideration to be paid under the Cash Consideration and the Options, including commissions ( i.e ., $3,603,449), will be reduced or increased, as applicable, by a percentage equal to the percentage difference between the anticipated annual depreciation expense and the actual annual depreciation expense. The adjustment will be made, if applicable, by reducing (or increasing) the principal balance of the Secured Promissory Notes securing the remaining payments due under the First Option Exercise Price. Notwithstanding the foregoing, there shall be no adjustment with respect to any Partnership Interest sold or disposed of by Buyer prior to the end of 2006 because Buyer should have received the full anticipated economic benefit from such Partnership Interest. For example, the anticipated annual depreciation expense on Exhibit A for 2006 is $3,034,168 and if the actual annual depreciation expense for 2006 were $2,730,751 ( i.e ., 10% less), then the next payment under the First Option. Exercise Price would be reduced by $360,344 (i.e., 10% of $3,603,449), so that the next payment would be $589,656 rather than $950,000. If the adjustment were to exceed $950,000, then the $200,000 payment due June 15, 2008 would be adjusted as well.

      Section 2 . OPTIONS .

      (a)  Option to Avoid Technical Termination . To avoid a transfer of more than thirty-three percent (33.0%) of the Partnership Interests in any 2005 Partnership (as defined on Exhibit A-1 ) or a technical termination of any of the Partnerships, the parties agree that if the aggregate Partnership Interests being transferred hereunder exceed thirty-three percent (33.0%) of the Partnership Interests of any 2005 Partnership or forty-nine and one-helf percent (49.5%) of the Partnership Interests in any other Partnership listed on Exhibit A, or would cause such a technical termination, the affected Partnership Interests being sold and the allocable purchase price for such Partnership Interests will be reduced accordingly by the excess amount, and Buyer shall be granted an option to purchase such excess amount at a pro-rata price. Such option shall not be exercisable until one year and one day has elapsed from the date of the applicable closing and if exercised, shall be closed in accordance with the terms and conditions of this Agreement at that future date.

      (b)  Options to Purchase Remaining Partnership Interests . Subject to the terms and conditions of this Agreement, at the First Closing Seller hereby grants Buyer (i) an option to purchase an additional sixteen and one-half percent (16.5%) of the Partnership Interests in the 2005 Partnerships (respectively, the “Short Option” and the “Short Option Partnership Interests”) and (ii) an option to purchase the balance of the Partnership Interests, subject to the receipt of the Required Consents as provided in Section 8 hereof, not purchased at the First Closing or pursuant to the Short Option (the “First Option” and the “First Option Partnership Interests”). The consideration for both of such options will be $1,000 per Partnership or a total of $81,000 (the “Option Price”), which Option Price is included in the Purchase Price. The Short Option is exercisable no earlier than January 1, 2005 and no later than January 15, 2005. The First Option is exercisable no earlier than December 1, 2005 and no later than December 30, 2005. Each of

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the Short Option and the First Option shall be exercised by Buyer’s written notice sent or delivered to Seller indicating Buyer’s desire to exercise the applicable option and the date on which the closing of the exercise of the applicable option will take place, provided, however, that if Buyer exercises the Short Option, Buyer shall specify a closing date for the Partnership Interests subject to the Short Option that is no later than January 30, 2005 (the “Short Option Closing Date”), and if Buyer exercises the First Option, Buyer shall specify a closing date for the Partnership Interests subject to the First Option that is no later than January 31, 2006 (the “First Option Closing Date”). So long as Seller is diligently pursuing all Required Consents necessary to proceed with the First Option Closing Date, Seller may delay the First Option Closing Date for a reasonable period of time to obtain all Required Consents (with the reasonableness of the delay measured in light of the complexities associated with obtaining the Required Consents). If Seller fails to obtain all Required Consents within such time, then either Buyer or Seller may await Seller’s receipt of the Required Consents or elect to exercise the exchange option described in Section 2(f) of this Agreement. Unless exercised and closed in accordance with the terms hereof, the Short Option shall expire and become void and of no force and effect. Unless both the Short Option and the First Option are exercised and closed in accordance with the terms hereof, or if Buyer has defaulted under any Secured Promissory Note, the First Option shall expire and become void and of no force and effect.

      (c)  Short Option Exercise Price . At the Short Option Closing or by January 15, 2005, Buyer shall pay Seller in United States Dollars by electronic funds transfer or cashier’s check payable to the order of Seller the sum of THIRTY-FOUR THOUSAND FOUR HUNDRED NINETY-FOUR ($34,494) DOLLARS (“Short Option Cash Consideration”), plus assume from Seller an additional 16.5% of (i) Seller’s LP Obligations to the extent they relate to the 2005 Partnerships; and (ii) the balance then due by Seller on the 8% Interest Obligation to the extent that such obligations relate to the 2005 Partnerships. The Buyer’s payment of the Short Option Cash Consideration and the 8% Interest Obligation and Buyer’s performance of the LP Obligations as set forth in this paragraph (c) also shall be guaranteed by a Guaranty of Guarantor.

      (d)  First Option Exercise Price . Buyer shall deliver to Seller, at the First Option Closing, a new Secured Promissory Note in the principal amount of $1,740,594, payable $200,000 on April 15, 2006, $390,594 on June 15, 2006, $950,000 on June 15, 2007 and $200,000 on June 15, 2008, and shall assume from Seller (i) Seller’s then remaining LP Obligations; and (ii) the remaining 8% Interest Obligation. Except for the principal amount and maturity dates described in the foregoing sentence, the new Secured Promissory Note delivered by Buyer at the First Option Closing shall be in substantially the same form as the First Closing Note ( i.e., Exhibit B ) and guaranteed by a Guaranty of Guarantor. The Buyer’s performance of the LP Obligations and the Buyer’s payment of the 8% Interest Obligation as set forth in this paragraph (d) also shall be guaranteed by a Guaranty of Guarantor.

      (e)  Expiration of Options . The Short Option shall expire and become null and void and of no force and effect unless exercised on or before January 15, 2005. The First Option shall expire and become null and void and of no force and effect (i) if the Buyer fails to exercise and close the Short Option pursuant to the terms of this Agreement or (ii) if the First Option is not exercised on or before December 30, 2005.

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      (f)  Exchange of Partnership Interests. If (i) Seller is unable to obtain the Required Consents as provided in Section 2(b) or Section 8 hereof, or (ii) Buyer fails to exercise either the Short Option or the First Option prior to their expiration or if Buyer has defaulted on any Secured Promissory Note, then in either case, either Buyer or Seller may, in their sole discretion, elect by written notice to the other party to cause an exchange of Buyer’s Relinquished Partnership Interests for Buyer’s Replacement Partnership Interests. Buyer’s “Relinquished Partnership Interests” are all of the Partnership Interests acquired by Buyer at the First Closing and/or the Short Option Closing in the Partnerships that Buyer relinquishes together with the related 8% Interest Obligation and LP Obligations. Buyer’s “Replacement Partnership Interests” are all Partnership Interests owned by Seller in the Partnerships other than the Partnerships that Buyer relinquishes together with the related 8% Interest Obligation and LP Obligations. The Partnerships that Buyer relinquishes must either be the Partnerships numbered “Apartment Complex Number” 3 through 70 and 78 (or the those numbered 79 through 135 and 137 on the attached Exhibit A . If either Buyer or Seller elects to trigger this exchange, the exchange of the Relinquished Partnership Interests for the Replacement Partnership Interests shall close within thirty (30) days after delivery of the written notice from Buyer or Seller that prompted the exchange. If neither Buyer nor Seller elects to trigger an exchange, Seller shall continue for a reasonable period of time to exercise diligent efforts to obtain the Required Consents in order to facilitate the closing of the transactions prompted by Buyer’s exercise of the First Option.

      (g)  Repurchase of Partnership Interests. Seller (or its affiliate or general partner) agrees that it will repurchase any Partnership Interests from Buyer, except that Seller (or its affiliate or general partner) will not assume Buyer’s obligations with respect to such Partnership Interests assumed by the Buyer under this Agreement or accruing after the date hereof, at Buyer’s option for ONE DOLLAR ($1.00) per Partnership Interest should such Partnership experience an event that would cause a minimum gain chargeback with respect to such Partnership (such as the payoff of or default under the Partnership’s indebtedness) such that Buyer will not be able to match such income allocations with applicable losses from the sale of such Partnership Interests. Seller will purchase such Partnership Interests identified by Buyer within fifteen (15) days of receipt of notice from Buyer if Buyer’s exercise of this option.

     The provisions of the repurchase under this Section 2(g) will not apply at Seller’s election if the Buyer (i) consents, authorizes, or otherwise affirmatively permits such Partnership or its General Partner (A) to sell, refinance, exchange or otherwise convey or transfer its real estate or its Apartment Project, (B) to liquidate such Partnership, (C) to amend any of the terms or provisions of the Partnership Agreement or to change its General Partner(s), or (D) to take any other actions listed under Limitations on Powers of the General Partner(s) listed in each of the Partnership Agreements without first obtaining the prior written consent of the Seller, (ii) waives any of its rights under the Partnership Agreement, or (iii) enters into an agreement or otherwise allows such Partnership Interest to be liquidated. In the event of a repurchase, the Buyer will provide Seller with copies of the Partnership tax returns that are not in the Seller’s possession.

      (h)  Repurchase of Missouri Partnership Interests . Seller agrees that it will repurchase from Buyer any of the four Missouri Operating Partnership Interests listed on Exhibit E hereto if their mortgages are foreclosed upon by RD, and will assume Buyer’s obligations with respect to such Partnership Interests assumed by the Buyer under this Agreement but not those accruing after the date hereof and prior to the repurchase, at Buyer’s option for the portion of the

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purchase price attributable to such Operating Partnership as set forth in column AS or AT of Exhibit A hereto, plus $500 per Operating Partnership repurchased to cover Buyer’s expenses associated with such repurchase, within 15 days of receipt of notice from Buyer if Buyer’s exercise of this option.

      Section 3 . SECURITY INTEREST; ADMISSION OF SPECIAL MANAGER.

      (a)  Execution of Security Agreement. Simultaneously with the execution by the parties of this Agreement the Buyer and Seller shall execute and deliver the Security Agreement in the form attached hereto as Exhibit D.

      (b)  Admission of Megan Asset Services as Special Manager of Buyer. Megan Asset Services, LLC, an affiliate of Seller’s general partner (“MAS”) at the First Closing shall be admitted as a Special Manager of Buyer and shall remain a Special Manager of Buyer for so long as any Secured Promissory Notes remain unpaid for the sole purpose of (i) exercising its rights as a Special Manager under the amendment to the Buyer’s Operating Agreement set forth as Exhibit D-1 attached hereto, and (ii) signing on behalf of Buyer and delivering to Seller an assignment of Seller’s Partnership Interests back to Seller if there is any default on any Secured Promissory Note or the Security Agreement and such default remains uncured for fifteen (15) days.

      (c)  Amendment of Buyer’s Operating Agreement. Prior and as a condition to the First Closing Buyer shall amend its Operating Agreement to include the provisions set forth on Exhibit D-1 attached hereto.

      Section 4 . REPRESENTATIONS AND WARRANTIES.

      (a)  Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer:

           (i) Status. Seller (A) is a limited partnership, duly formed, validly existing and in good standing under the laws of the State of Delaware; (B) is in good standing under the laws of, and is authorised to transact business in, all jurisdictions where it conducts business; (C) has all requisite power and authority to own and operate the Partnership Interests and to carry on its business as now being conducted; and (D) has full right, power and authority to execute and deliver to Buyer this Agreement and the other documents to be executed by Seller hereunder (“Seller’s Documents”) and to perform the obligations and carry out the duties imposed upon Seller by this Agreement and the other Seller’s Documents. All Seller’s Documents have been (or, prior to their execution and delivery, will have been) duly authorized, approved, executed and delivered by all necessary parties, except the general partner’s approval as required under the Partnership Agreements, and constitute (or, upon execution and delivery, will constitute) the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.

           (ii) Rural Development Assistance. All but one of the Apartment Projects have been financed with mortgage financing through Rural Development, an agency of

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the United States Department of Agriculture (“RD”), and receives financial assistance from RD because of a restrictive use provision for low income housing set forth in the Partnership Agreements.

           (iii) Mortgage Loan Balances. The principal balances as of December 31, 2003 of each of the mortgage loans encumbering the Apartment Projects are set forth on Exhibit A.

           (iv) Liens and Encumbrances. The Partnership Interests are unencumbered except for the Security Interest (as defined in the Security Agreement) created by this Agreement and the obligations outlined in the Plan. The only substantive provisions of the Plan that are applicable to the transactions contemplated herein include (A) the 8% Interest Obligation set forth in Article 15, paragraph (1)(a)(ii) of the Plan, entitled “PAYMENTS FROM CAPITAL EVENTS,” and (B) Article 6, paragraph (6)(d) of the Plan, entitled “TREATMENT OF DEVELOPER CLASS UNDER THE PLAN,” as of the date of this Agreement, the aggregate amount of the 8 % Interest Obligation is as set forth on Exhibit A. Seller has provided Buyer with a complete copy of the Plan, and the portions of the Plan referenced in this Section have not been subsequently replaced, supplemented, modified or terminated.

           (v) LP Obligations. The LP Obligations are limited to those that are expressly set forth in the Limited Partnership Agreements of the Partnerships, as amended.

           (vi) Financial Performance. Seller has delivered to Buyer copies of the documents listed in Section 11(a). Except as noted thereon, to the best of Seller’s knowledge, all such financial, statements present fairly in material respects the financial condition and results of operations of the Partnerships at the dates and for the periods presented, subject, in the case of statements other than for fiscal years, to normal year-end adjustments. Except as set forth such financial statements or in the other Exhibits to this Agreement, to the best of Seller’s knowledge, the Partnerships have no other obligation or liability of any nature (whether accrued, absolute, contingent, or otherwise) which is material or which, when combined with all other such obligations or liabilities would be material to the business, operations, prospects, properties or assets, or condition, financial or otherwise, of the Partnerships.

           (vii) Material Adverse Changes. Since October 31, 2004, to the best of Seller’s knowledge, there has not been (A) any material adverse change in the financial condition or in the operations, business, or properties of the Partnerships, or (B) any damage, destruction, or loss, whether covered by insurance or not, materially and adversely affecting the operations, business, or properties of the Partnerships.

           (viii) Available Depreciation. The depreciation attributable to such Partnership Interests shall be substantially equal to the anticipated depreciation set forth on Exhibit A for the year 2003, although Buyer understands and acknowledges that its sole remedy for the absence of Such depreciation shall be a reduction, in the Cash Consideration, as act forth in Section 1(d) of this Agreement.

           (ix) Insurance. To the best of Seller’s knowledge, the Partnerships have had in effect, and presently have in effect, all insurance appropriate for the activities carried on by the

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Partnerships, including general liability insurance, and property insurance, which policies are valid and enforceable in accordance with their terms.

           (x) Contracts and Commitments . To the best of Seller’s knowledge, all material contracts and other agreements (written or otherwise) that relate to or affect the operation of the Partnerships or by which any of the Partnership’s assets are bound, including but not limited to any loan agreements or low income housing agreements (the ‘Partnership Contracts”), are in full force and effect, and neither the execution of this Agreement nor the completion of the transactions contemplated by this Agreement conflicts with, or results in a breach of, any Partnership Contract except for the required notice to RD of the addition or change of a limited partner and the required approval of the general partners of such change. Seller will make full and complete copies of any Partnership Contracts in Seller’s possession available to Buyer upon request. To the best of Seller’s knowledge, the Partnerships have substantially complied with the material provisions of the Partnership Contracts except to the extent that the reserve balances have not been fully funded in accordance with the Partnership Contracts or may be subject to work-out plans. To the best of Seller’s knowledge, (A) all other parties to the Partnership Contracts have complied with the provisions of the Partnership Contracts applicable to such other parties, except as listed on Exhibit E hereto (B) none of such other parties are in material default under any Partnership Contract, and (C) no event has occurred which, but for the passage of time or the giving of notice, would constitute a default under a Partnership Contract.

           (xi) Litigation . Except as set forth in Exhibit F , to the best of Seller’s knowledge, there is no litigation, proceeding, or governmental investigation pending or threatened in eminent domain, for rezoning or otherwise against Seller or the Partnerships. Neither Seller nor, to the best of Seller’s knowledge, the Partnerships, are subject to or in material default with respect to any order, writ, injunction, or decree of any court or federal, state, provincial, municipal, or governmental department, commission, board, bureau, agency, or instrumentality that relates to or affects the Partnerships.

           (xii) Tax Matters . To the best of Seller’s knowledge, the Partnerships have filed all income tax returns, and all other tax returns which were required to be filed by them with respect to their respective businesses. The Seller has no knowledge as to the requirement for or the filing of any foreign, franchise, excise, employment, and payroll related, real and personal property, sales and gross receipts tax returns. To the best of the Seller’s knowledge, no agreement for the extension of time for the assessment of any deficiencies or adjustment with respect to any such tax return has been given, and Seller has no knowledge of any unassessed tax deficiency proposed or threatened against any Partnership. Seller is aware that some of the Partnerships, as listed on Exhibit E hereto, have either two or three years tax deficiency for real estate taxes.

           (xiii) Consents . Except for required notification to RD, no consent or approval of any governmental authority is required in connection with the execution, delivery, and performance of this Agreement by Seller. Further, except as described in Section 8 of this Agreement, no consent or approval of any party to any Partnership Contract or any other third party is required for the execution, delivery, and performance of this Agreement by Seller. Buyer understands and acknowledges that Seller’s ability to fully transfer the Partnership Interests is

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subject to the approval of the general partners of the Partnerships, but that Seller’s ability to alternatively provide to Buyer the economic benefits of such Partnership Interests is not conditioned upon such approval.

      (b)  Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller;

           (i) Status. Buyer (A) is a limited liability company, duly formed, validly existing and in good standing under the laws of the State of California; (B) is in good standing under the laws of, and is authorized to transact business in, all jurisdictions where it conducts business; (C) has all requisite power and authority to own and operate its property and to carry on its business as now being conducted; and (D) has full right, power and authority to execute and deliver to Seller this Agreement and the other documents to be executed by Buyer hereunder (“Buyer’s Documents”) and to perform the obligations and carry out the duties imposed upon Buyer by this Agreement and the other Buyer’s Documents. All Buyer’s Documents have been (or, prior to their execution and delivery, will have been) duly authorized, approved, executed and delivered by all necessary parties and constitute (or, upon execution and delivery, will constitute) the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms.

           (ii) Buyer’s Organizational Documents. A true and complete copy of each of Buyer’s organizational documents has been furnished to Seller. Buyer’s organizational documents constitute the entire agreement among the Buyer’s members and are binding upon and enforceable against such members in accordance with their respective terms. There are no other agreements, written or oral between such members relating to Buyer except any agreements to which Seller is also a party. No party is in default of its obligations under Buyer’s organizational documents and no condition exists which, with the giving of notice and/or the passage of time, or both, would constitute a default under Buyer’s organizational documents.

           (iii) Litigation. Except as set forth in Exhibit G, there is no litigation, proceeding, or governmental investigation pending or threatened against Buyer or its affiliates, which claim if successful would have a material adverse impact on Buyer’s ability to fulfill its obligations under the Buyer’s Documents, nor is Buyer subject to or in material default with respect to any order, writ, injunction, or decree of any court or federal, state, provincial, municipal, or governmental department, commission, board, bureau, agency, or instrumentality that relates to its financial ability to perform under the Buyer’s Documents.

           (iv) Material Adverse Changes. Since September 30, 2004, there has not been (A) any material adverse change in the financial condition or in the operations, business, or properties of the Buyer, or (B) any damage, destruction, or loss, whether covered by insurance or not, materially and adversely affecting the operations, business, or properties of the Buyer.

      (c)  Representations and Warranties of Guarantor. Guarantor hereby represents and warrants to Seller:

           (i) Status. Guarantor (A) is a corporation, duly formed, validly existing and in good standing under the laws of the State of California; (B) is in good standing under the laws

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of, and is authorized to transact business in, all jurisdictions where it conducts business; (C) has all requisite power and authority to own and operate its property and to carry on its business as now being conducted; and (D) has full right, power and authority to execute and deliver to Seller this Agreement and the Guaranty (“Guarantor’s Documents”) and to perform the obligations and carry out the duties imposed upon Guarantor by this Agreement and the other Guarantor’s Documents. All Guarantor’s Documents have been (or, prior to their execution and delivery, will have been) duly authorized, approved, executed and delivered by all necessary parties and constitute (or, upon execution and delivery, will constitute) the legal, valid and binding obligations of Guarantor, enforceable against Guarantor in accordance with their respective terms.

           (ii) Financial Representations. The Balance Sheet of Guarantor as at September 20, 2004, a copy of which is attached hereto as Exhibit_H fairly presents in all material respects the financial condition of the Guarantor as of the date thereof. The Income Statement of Guarantor for the period ending as of September 20, 2004, a copy of which is attached hereto as Exhibit I fairly presents in all material respects the results of operations for the period then ended. Except as set forth in Exhibit H, the Guarantor has no other obligation or liability of any nature (whether accrued, absolute, contingent, or otherwise) which is material or which, when combined with all other such obligations or liabilities would be material to the business, operations, prospects, properties or assets, or condition, financial or otherwise, of the Guarantor.

           (iii) Litigation. Except as set forth in Exhibit J, there is no litigation, proceeding, or governmental investigation pending or threatened against Guarantor or its affiliates, which claim if successful would have a material adverse impact on the Guarantor’s ability to fulfill its obligations under the Guaranty, nor is the Guarantor subject to or in material default with respect to any order, writ, injunction, or decree of any court or federal, state, provincial, municipal, or governmental department, commission, board, bureau, agency, or instrumentality that relates to its financial ability to perform under the Guaranty.

           (iv) Material Adverse Changes. Since September 30, 2004, there has not been (A) any material adverse change in the financial condition or in the operations, business, or properties of the Guarantor, or (B) any damage, destruction, or loss, whether covered by insurance or not, materially and adversely affecting the operations, business, or properties of the Guarantor.

      Section 5 . CODE SECTION 754 ELECTIONS.

     To the best of Seller’s knowledge and as confirmed by Seller’s Tax Counsel Opinion (defined below), the general partners of the Partnerships listed on Exhibit K attached hereto, for and on behalf of such Partnerships, have each filed a 2000 partnership tax return (Form 1065) which included a form entitled ELECTION TO ADJUST BASIS OF PROPERTY (“Election”) which was filed in connection with a proposed transaction which did not take place. While the transaction did not take place in 2000, to the best of Seller’s knowledge the Elections can be used for the transaction contemplated by this Agreement. Those Partnerships listed on Exhibit L attached hereto have previously filed an Election in the year indicated on Exhibit L.

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      Section 6 . ALLOCATIONS.

     As additional consideration for payment of the Purchase Price paid by Buyer, Seller shall allocate to Buyer at the First Closing (i) thirty-three percent (33.0%) of the allocations to Seller in each 2005 Partnership for all items of income, gain, loss, deductions and credits (“Tax Items”) for the fourth quarter of calendar year 2004 and (ii) one hundred percent (100%) of the allocations to Seller in all other Partnerships for all Tax Items, except for income and non-recourse liabilities, for the fourth quarter of calendar year 2004. In addition, the income and the allocation of the non-recourse liabilities as of December 31, 2004 of each Partnership will be allocated in proportion to the percentage ownership of such Partnership as listed on Exhibit A.

      Section 7 . ASSIGNMENT AND ASSUMPTION AGREEMENTS.

     For each Partnership Interest sold by Seller and purchased by Buyer, at each closing hereunder, Seller and Buyer shall individually execute an assignment and assumption agreement in the form attached hereto as Exhibit M (“Assignment and Assumption Agreement”). If Seller is unable to obtain the consent of the general partner of any Partnership to the assignment of the Partnership Interests of such Partnership to Buyer and to the admission of Buyer as a Limited Partner within sixty (60) days after the First Closing, Seller will deliver to Buyer a legal opinion reasonably acceptable to Buyer that addresses each Partnership Interest that is assigned without Buyer’s admission, as a Limited Partner (“Unapproved Assigned Operating Partnership Interests”) and that states that Buyer, as an assignee of the Partnership Interests from Seller, will be treated as the beneficial owner of the Unapproved Assigned Operating Partnership Interests for federal income tax purposes and will be entitled to claim on the Buyer’s federal income tax return the portion of each item of partnership income, gain, loss, deduction, credit, and all other partnership items that is at least equal to the stated percentage of the Unapproved Assigned Operating Partnership Interest transferred to Buyer hereby (the “Seller’s Tax Counsel Opinion”).

      Section 8. REQUIRED CONSENTS.

      (a)  Consents to Transfer. Buyer acknowledges and understands that the transfer of the First Option Partnership Interests pursuant to the First Option, if exercised by Buyer, will require the consents of a majority in interest of the Bayfield Limited Partners (herein collectively the “Required Consents”) pursuant to a solicitation in accordance with and pursuant to applicable statutes and regulations governing such a solicitation (“Solicitation”). Seller agrees to use its commercially reasonable best efforts to obtain all of the Required Consents by preparing a Solicitation seeking the consents of a majority in interest of the Bayfield Limited Partners, as soon as reasonably practical after the receipt by Seller of Buyer’s notice of exercise of the First Option.

      (b)  Exchange of Partnership Interests. If Seller is unable to obtain the Required Consents such that the First Option cannot be closed within a reasonable time after the exercise of the First Option, then either Buyer or Seller may exercise its option to cause Buyer to exchange certain Partnership Interests for other Partnership Interests, as described in Section 2(f) of this Agreement.

/s/ PJM            

      Section 9 . INVESTMENT INTENT.

     Buyer recognizes that the Partnership Interests being acquired by Buyer hereunder have not been registered under the Securities Act of 1933 (the “Act”) or any other securities law. Buyer acknowledges that it has been given an opportunity to conduct due diligence and ask questions with respect to the Partnerships and the Partnership Interests, and that Buyer has received responses satisfactory to it. Such due diligence shall not in any way diminish or mitigate the representations and warranties of Seller set forth in this Agreement, except to the extent that Buyer has actual knowledge of the falsity of a representation or warranty. Buyer is acquiring the Partnership Interests for its own account, for investment, and not with a view to the resale or distribution of any part thereof in violation of the Act or any other securities law. Buyer is an “accredited investor” as such term is defined in rule 501 of the Act.

      Section 10 . CLOSINGS.

      (a)  Closing Location. All closings under this Agreement or the options shall take place via the exchange of overnight deliveries, with original Partnership certificates, if applicable, exchanged through the office of Seller’s attorneys, Zuger, Kirmis & Smith, 316 N. Fifth St., Bismarck, ND 58501.

      (b)  Conditions to Closing. The obligations of the parties to effect the First Closing, and any closing under the Short Option or the First Option, are subject to the satisfaction (or waiver) prior to such closing of the following conditions:

           (i) Representations and Warranties. The representations and warranties of Seller, Buyer and Guarantor contained herein shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of such closing, as if made as of such closing (except that representations and warranties that are made as of a specific date need be true in all material respects only as of such date).

           (ii) Covenants. All covenants and agreements of the parties to be performed on or prior to such closing shall have been duly performed in all material respects.

           (iii) Corrective Action. If at any time after the date hereof and prior to the any closing hereunder, Buyer discovers any facts which materially render incomplete or inaccurate any of the Seller’s warranties or representations, then (A) Buyer will promptly provide Seller with a written disclosure thereof, (B) Seller shall have thirty (30) days in which to correct such deficiencies and (C) such closing shall be postponed for such thirty (30) day period.

      (c)  Closing Information and Consents. Buyer will provide the items and information that are in its control and that are required of the transferor by Article XIII — Transfer Of A Limited Partner’s Interest — of each Partnership Agreement and otherwise use its commercially reasonable best efforts to assist Seller in obtaining the Required Consents described in Section 8 of this Agreement, and the consent of the general partners of the Partnerships in which Buyer is acquiring Partnership Interests.

      (d)  Closing Documents. At each closing hereunder, the following documents will be delivered:

           (i) Assignment and Assumption Agreement. An Assignment and Assumption Agreement executed and acknowledged by Seller and Buyer with, respect to each Partnership Interest being transferred at such closing in the form attached hereto as Exhibit M;

           (ii) Secured Promissory Notes. Secured Promissory Notes made and acknowledged by Buyer in the amount required hereunder for such closing in the form attached hereto as Exhibit B;

           (iii) Guaranty. The Guaranty executed and acknowledged by Guarantor in the form attached hereto as Exhibit C;

           (iv) Power of Attorney. A power of attorney executed and acknowledged by Buyer with respect to each Partnership for delivery to each general partner in compliance with Article XIII of each Partnership Agreement, as amended, in the form attached hereto as Exhibit N or with such reasonable changes as may be required by any general partner and that are reasonably acceptable to Buyer;

           (v) Evidence of Beneficial Ownership. All documents that Buyer reasonably requests to be executed by Seller to support the treatment of Buyer as the beneficial owner of the Partnership Interests being assigned at such closing;

           (vi) Tax Opinion. Seller’s Tax Counsel Opinion as provided in Section 7 hereof to be provided by April 15, 2004, with the understanding that if such opinion is not provided-by such date any required payments from Buyer due on or after such date may be deferred until receipt of such opinion.

           (vii) Release. A release or another form of acknowledgment executed and acknowledged by Seller that Seller is not entitled to receive any further funds, whether as the repayment of loans, advances, or other obligations, from the Partnerships, including pursuant to the Plan, other than tax preparation fees and distributions to Seller by reason of any Partnership Interests that it has retained following the then applicable closing and then only to the extent of the retained interest; and

           (viii) Additional Documents. Such other and further documents and instruments as may be reasonably requested by either party in order to fully effectuate and complete the transactions contemplated hereunder.

      (e)  Payment of Cash Consideration. At each closing hereunder Buyer shall pay that portion of the Cash Consideration required to be paid at such closing by this Agreement. All payments of Cash Consideration shall be paid in United States Dollars by electronic funds transfer or cashier’s check payable to the order of Seller.

      (f)  Post-Closing Matters. After each closing hereunder, the parties will take the following actions:

           (i) Amended Partnership Agreement. Within sixty (60) days following each closing hereunder, Seller shall deliver to Buyer three (3) copies of an amendment to each Partnership Agreement reflecting the assignment and transfer of the Partnership Interests transferred at such closing substantially in the form attached hereto as Exhibit Q (“Amended Partnership Agreement”). Within sixty (60) days of receipt of each Amended Partnership Agreement, Buyer shall execute and return one copy of each executed Amended Partnership Agreement to Seller.

           (ii) Books and Records. The parties will mutually cooperate to make all files and records in Seller’s possession regarding or relating to the Partnerships or the Apartment Projects available to Buyer promptly after the First Closing, with all copying, including personnel costs and transportation costs to be paid by Buyer. Buyer agrees that Seller may make and keep copies of any such files and records and, after the First Closing, Buyer agrees to provide Seller with reasonable access to all such files and records upon reasonable notice, and to allow Seller, at its cost, to review and make copies of such files and records, at Buyer’s offices.

      Section 11 . DUE DILIGENCE; CONFIDENTIALITY.

      (a)  Due Diligence Materials. Seller shall upon the execution of this Agreement deliver to Buyer the following documents on each of the Partnerships (which have not heretofore been produced):

Seller shall deliver to Buyer any additional documents or other information requested by Buyer which may be reasonable and appropriate for Buyer to verify the ownership by Seller of each of the Partnership Interests, and the financial condition and compliance with RD regulations of each of the Partnerships.

      (b)  Confidentiality. Buyer and Guarantor acknowledge that the documents and information which have already been or will be provided by Seller or its agents to Buyer during its investigation and evaluation of the transactions contemplated hereby are not in the public domain and are considered private and confidential by the Seller. Accordingly, Buyer and Guarantor hereby agree to keep all documents and information provided by Seller or its agents (“Confidential Partnership Information”) private and confidential and shall not disclose the same to any institution, corporation, organization, governmental agency, individual or group of individuals, lender or borrower, buyer or seller (collectively a “Third Party”) except on a “need to know” basis and without first having any such Third Party agree in writing to be bound by the terms of this paragraph to the same extent as if they were a principal party hereto. If this transaction does not close Buyer and Guarantor will return, and will cause any Third Parties to return, all copies of the Confidential Partnership Information. Seller acknowledges that Buyer may disclose information to its potential investors in the process of syndicating the Partnership

Interests acquired hereby without execution by any such investors of an agreement to keep confidential the Confidential Partnership Information. Except as provided in the immediately preceding sentence, the Confidential Partnership Information shall be used by Buyer only to assist Buyer in conducting its due diligence review of the Partnerships, and for no other purpose. Buyer shall keep all Confidential Partnership Information strictly confidential until the First Closing or for two (2) years from the date of this Agreement, whichever first occurs. If the First Closing fails to take place or if this Agreement is terminated all Confidential Partnership Information and all copies thereof shall be promptly returned to Seller or destroyed, and Buyer shall promptly provide to Seller an affidavit under oath reasonably acceptable to Seller that such action has been taken Information shall not be deemed Confidential Partnership Information if (a) rightfully in the public domain other than by a breach of this Agreement; (b) rightfully received from a third party without any obligation of confidentiality; (c) rightfully known to Buyer without any limitation on use or disclosure prior to its receipt from Seller; or (d) independently developed by employees of Buyer.

      Section 12 . GUARANTY. Simultaneously with the execution by the parties of this Agreement, the Guarantor shall execute and deliver to Seller the Guaranty in the form attached hereto as Exhibit C.

      Section 13. COMMISSIONS.

     The parties hereto acknowledge that 1 ^st Trade has brokered this Agreement and the Options provided herein, and Buyer hereby agrees to be solely responsible for any and all sales commissions, fees and expenses that may be due and owing 1 ^st Trade in connection with said brokerage services, which commissions are set forth on Exhibit P attached hereto. Buyer’s obligation to pay such amounts shall be guaranteed by the Guaranty of Guarantor.

      Section 14 . INDEMNIFICATION.

      (a)  Seller’s Indemnification. Subject to other subsections of this Section 14 and Section 1 (d), Seller will indemnify and hold Buyer harmless against any and in respect of any and all liability, damage, loss, cost, and expenses arising out of or otherwise in respect of: (i) any material misrepresentation, breach of warranty, or non-fulfillment of any agreement or covenant of Seller contained in this Agreement; (ii) any and all actions, suits, proceedings, audits, judgments, reasonable costs, and reasonable legal and other expenses incident to any of the foregoing or to the enforcement of this Section 14; (iii) Seller’s ownership or exercise of rights under the Partnership Interests at any time prior to the sale of such Partnership Interests to Buyer other than the 8% (Interest Obligation; and (iv) any obligations under Partnership Contracts that have not been assumed by Buyer.

      (b)  Buyer’s Indemnification. Subject to other subsections of this Section 14 and Section 1(d), Buyer will indemnify and hold Seller harmless against any and in respect of any and all liability, damage, loss, cost, and expenses arising out of or otherwise in respect of: (i) any material misrepresentation, breach of warranty, or non-fulfillment of any agreement or covenant of Buyer contained in this Agreement; (ii) any and all actions, suits, proceedings, audits, judgments, reasonable costs, and reasonable legal and other expenses incident to any of the foregoing or to the enforcement of this Section 14; (iii) the ownership or exercise of rights under

the Partnership Interests at any time after the purchase of such Partnership Interests by Buyer; (iv) the obligations that have been assumed by Buyer under this Agreement; and (v) Buyer’s syndication of any interests in Buyer or any successor, assign or affiliate.

      (c)  Indemnification Process. Promptly after the receipt by any party of notice of any claim or the commencement of any action or proceeding, such party will, if a claim with respect thereto is to be made against any party obligated to provide indemnification (the “Indemnifying Party”) pursuant to this Section 14, give such Indemnifying Party written notice of such claim or the commencement of such action or proceeding. Such Indemnifying Party will have the right, at its option, to compromise or defend, at its own expense and by its counsel, any matter involving the asserted liability of the party seeking such indemnification. Such notice, and opportunity to defend, will be a condition precedent to any liability of the Indemnifying Party under the indemnification agreements contained in this Section 14. If any Indemnifying Party undertakes to compromise or defend any such asserted liability, it will promptly notify the party seeking indemnification of its intention to do so, and the party seeking indemnification agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defends against any such asserted liability. In any event, the indemnified party will have the right at its own expense to participate in the defense of such asserted liability. In no event shall either party’s liability to the other party under this Agreement, whether fashioned as a direct claim for damages or a claim for indemnity under this Section 14, exceed (i) in the aggregate, the amount of the Cash Consideration and (ii) with respect to all claims relating to a particular Partnership, the amount of Cash Consideration allocated to such Partnership in Exhibit A. The indemnified party will also, to the extent that the indemnified party owes any obligations to the indemnifying party, have the right to withhold from the indemnifying party the indemnified party’s reasonable estimate of the amount of any damages for which the indemnifying party would be liable under this Section 14 as a result of such claim by a third-party unaffiliated with the indemnified party. The amount of such withholding shall be deposited with an independent escrow agent reasonably acceptable to both parties.

      Section 15 . MANAGEMENT AGREEMENT

     Megan Asset Management, Inc. (“MAMI”), Seller’s general partner, and Buyer have agreed to execute a management agreement whereby MAMI will continue to perform the management, financial, and tax services with respect to the Partnership Interests that it currently performs, which fees (1) shall not exceed $50,000 for the calendar year 2005 (for the first year, a pro rata portion thereof until and unless the First Option is exercised), and (2) for the calendar year 2006 and thereafter $50,000 annually, increased by 2% annually beginning on January 1, 2006 if First Option is excercised (or a, pro rata portion thereof if the First Option is not exercised). The specific terms of such agreement are set forth in Exhibit Q.

      Section 16. MISCELLANEOUS.

      (a)  Notices. All notices, requests, demands and other communications required or permitted to be given hereunder will be sufficiently given if in writing and delivered in person, sent by United States certified mail, return receipt requested, postage prepaid, or sent by overnight mail by a nationally recognized courier service (e.g., Federal Express) to the party being given such notice at the appropriate address set forth on page 1 hereof, or to such other

address as any party may give to the others in writing at least tan (10) days prior to the effective date of said change of address. Notices delivered in person shall be effective upon receipt; notices delivered by mail shall be effective three (3) business days after being deposited in the United States mail; notices delivered by overnight mail shall be effective on the business day following delivery to the courier service.

      (b)  Binding Agreement; Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, personal representatives, successors, and permitted assigns. This Agreement may not be assigned without the prior written consent of all parties hereto, except that Seller and Buyer may assign this Agreement without such consent to an affiliate

      (c)  Entire Agreement; Amendments. This Agreement, the Security Agreement, the Secured Promissory Notes and the Guaranty contain the entire understanding and agreement of the parties with respect to the subject matter hereof. This Agreement has been negotiated by the parties, and no party has relied upon any statements made by any person that are not set forth herein; accordingly, this Agreement shall not be construed more strictly against any party. This Agreement may not be modified, amended, or cancelled except in a writing signed by Seller and Buyer.

      (d)  Headings. The headings of this Agreement are for reference and are not part of or a guide to the interpretation of this Agreement. Any singular word or term herein shall be read as in the plural whenever the sense of this Agreement may require it.

      (e)  Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute a complete agreement and all of which taken together shall constitute a single agreement.

      (f)  Facsimile Signatures. The execution of this Agreement and the execution of any other documents contemplated hereby 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.

      (g)  JURISDICTION; APPLICABLE LAW. THIS AGREEMENT, THE RIGHTS OF THE PARTIES HEREUNDER AND THE INTERPRETATION HEREOF SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF. AT THE OPTION OF SELLER, THIS AGREEMENT MAY BE ENFORCED IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA OR THE STATE COURT SITTING IN CONTRA COSTA COUNTY, CALIFORNIA; SELLER, BUYER AND GUARANTOR HEREBY CONSENT TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVE ANY ARGUMENT THAT JURISDICTION IN SUCH FORUMS IS NOT PROPER OR THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT. IF AN ACTION IS COMMENCED IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS AGREEMENT, SELLER, BUYER OR GUARANTOR AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES

ABOVE DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.

      AS A MATERIAL INDUCEMENT FOR SELLER TO EXTEND CREDIT TO BUYER AS CONTEMPLATED HEREIN, SELLER, BUYER AND GUARANTOR KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EACH OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, THE SECURITY AGREEMENT, THE SECURED PROMISSORY NOTES, OR THE GUARANTY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF EITHER PARTY.

[remainder of page intentionally blank — signatures appear on following page]

IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement as of the date first above mentioned.

EXHIBITS
TO CONTRACT TO PURCHASE
LIMITED PARTNERSHIP INTERESTS

Exhibit A - 81 Limited Partnerships

Exhibit A-1 - 2005 Partnerships

Exhibit B - Form of Secured Promissory Note

Exhibit C - Guaranty

Exhibit D - Security Agreement

Exhibit D-1 - Amendment to Buyer’s Operating Agreement

Exhibit E - Third Party Non-Compliance with Partnership Contracts and Real Estate Tax Deficiencies

Exhibit F - Litigation - Seller

Exhibit G - Litigation - Buyer

Exhibit H - Balance Sheet of Guarantor as at September 30, 2004

Exhibit I - Income Statement of Guarantor for the period ending September 30, 2004

Exhibit J - Litigation - Guarantor

Exhibit K - Operating General Partners that filed a 2000 partnership tax return (Form 1065) which included a form entitled ELECTION TO ADJUST BASIS OF PROPERTY (“Election”)

Exhibit L - Those Partnerships that have previously filed an Election in a year in which a Partnership Interest was transferred, and the year of such Election

Exhibit M - Assignment and Assumption Agreement

Exhibit N - Power of Attorney

Exhibit O - Amended Partnership Agreement

Exhibit P - Commissions

Exhibit Q - Management Agreement

Exhibit A to Contract to Purchase
Bayfield Low Income Housing LP with MPF