2550 M Street, N.W.
Washington, D.C. 20037-1350

January 8, 1991

V & M Management, Inc.
131 Coolidge Avenue, #620
Watertown, Massachusetts 02172

Attn: Mr. Alphonse Mourad

Dear Mr. Mourad:

We are pleased that V & M Management, Inc. ("V & M") has retained Patton, Boggs & Blow to represent it regarding a refinancing through the HUD 223(f) program, of the property known as the Mandela Development. This letter sets forth the basis on which Patton, Boggs & Blow will provide legal services to V & M in that matter.

In accordance with our usual practice, we will bill you monthly for legal services in connection with this matter and for disbursements incurred in the performance of those legal services. Disbursements will include long distance telephone charges, delivery charges, photocopying costs, travel expenses, and other similar out-of-pocket expenses.

Our fees for legal services will be based on our standard hourly rates in effect when the work is performed. Typically, these rates are adjusted annually. The hourly rates of our attorneys are based on the level of experience, specialization and professional achievement. Currently, the range of hourly rates is from $80 to $165 for associates and from $165 to $400 for partners.

My associate, Anne J. Chiaviello, will be primarily responsible for the work done on your behalf in this matter as supervised by me, as necessary. The firm bills her time at $155 per hour. I anticipate that from time to time other associates may assist, as appropriate, under my supervision.

To indicate your acceptance of these terms, please sign a copy of this letter in the space provided and return it to me at your earliest convenience.

We look forward to working with you. If you have any questions about our arrangement, please give me a call.

Sincerely yours,
Ronald H. Brown

Accepted by:
V & M Management, Inc.
Alpnonse Mourad, President

2550 M Street, N.W.
Washington, D.C. 20037-1350

August 17, 1993

Mr. Nicolaa p. Retsinas
Assistant Secretary for Housing-FHA
Housing Commissioner
U.S. Department of Housing & Urban Development
Room 9100
451 Seventh St. S.W.
Washington, D.C. 20410

RE: Westminister-Willard Place
a/k/a Mandela Apartment
HUD (Sec. 8)Project No. MA 06-E000-23
Project No. 023-11057-223 (f) Refinancing

Dear Mr. Retsinas:

In follow-up to our letter of July 29, 1993, we renew our request for a meeting with you regarding the unusual processing by the HUD Boston Office of a pending 223(f) refinancing mortgage application for the above-referenced property.

We have made several calls to your office and have not received a commitment to meet.

Since we last wrote, we now understand from our client that HUD Boston instead of forwarding a rejection, is returning the application to the delegated processor, Tri-Capital. By all accounts, the handling of this matter by the Boston Office is nothing short of appalling.

First, HUD Boston had the 223(f) submission for over a year and one half, then they sent it to Tri-Cap which had it for at least six months.

Tri-Cap returned it to HUD Boston which had it
for a month and threatened a rejection. HDD Boaton ia now sending it back to Tri-Cap. This Rube Goldberg processing has got to stop. As everyone knows, properties in financial need do not freeze in time. They are dynamic.

Our client continues to make very high interest payments on the debt secured by the properties. The holdera of the debt are growing weary with HUD'a promise to render a decision.

Your help is needed and warranted. We will call your office today to schedule a meeting this week.

Very truly yours,

Anne J. Chiaviello

AJC/meg Attachment