FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF KETTLE RIVER TOWNHOMES LIMITED PARTNERSHIP

              FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT

                            OF LIMITED PARTNERSHIP OF

                   KETTLE RIVER TOWNHOMES LIMITED PARTNERSHIP

     This First Amendment to the Amended and Restated   Agreement of Kettle River

Townhomes   Limited    Partnership,    a   Minnesota   limited    partnership   ("First

Amendment")   is being entered into effective as of the date written below by and

between   CURTIS G. CARLSON CO.,   INC.   ("CGC"),   a Minnesota   corporation,   M.F.

CARLSON CO., INC. ("MFC"), a Minnesota   corporation,   and ROBERT B. CARLSON CO.,

INC. ("RBC"), a Minnesota corporation, collectively as the general partners (the

"General Partner"), WNC Housing Tax Credit Fund VI, L.P. Series 12, a California

limited partnership as the limited partner (the "Limited Partner"), WNC Housing,

L.P., a   California   limited   partnership   as the special   limited   partner (the

"Special Limited   Partner") and WNC Holding LLC, a California   limited liability

company as the withdrawing limited partner ("WNC Holding"). The General Partner,

Limited   Partner,   Special Limited   Partner and WNC Holding may   collectively be

referred to as the Partners or may individually be referred to as a Partner.

                                    RECITALS

     WHEREAS,   Kettle River Townhomes Limited   Partnership,   a Minnesota limited

partnership (the   "Partnership")   recorded a certificate of limited   partnership

with the Minnesota Secretary of State on April 12, 2004. An agreement of limited

partnership   dated March 29,   2004 was   entered   into by and between the General

Partner and the Original Limited Partners (the Original Partnership Agreement")

     WHEREAS,   on December 14,   2004,   the Original   Partnership   Agreement   was

amended and restated to provide,   in part,   for the   withdrawal   of the original

limited partner, and for the admission of WNC Holding as the limited partner and

the Special Limited Partner (the "Amended and Restated Partnership   Agreement").

Any capitalized terms not defined in this First Amendment shall have the meaning

ascribed in the Amended and Restated Partnership Agreement.

     WHEREAS,   WNC Holding hereby agrees to withdraw as a limited partner in the

Partnership and to have no further rights,   title or interest in the Partnership

and the Partnership agrees to permit the withdrawal of WNC Holding.

     WHEREAS, the General Partner and the Special Limited Partner agree to admit

WNC Housing Tax Credit   Fund VI,   L.P.   Series 12 as the limited   partner in the

Partnership   in