Estate of Fred O. Godley, Deceased, Fred D. Godley, Administrator CTA - Page 6




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          the contracting housing partnership.  Housing assistance payments             
          made to the housing partnerships covered the difference between               
          the contract rental rates agreed to under the HAP contracts                   
          (contract rents) and that portion of the rent payable by eligible             
          families determined in accordance with HUD-established schedules              
          and criteria.  The term of the HAP contracts for Monroe,                      
          Charlotte, and Rocky Mount was 30 years and for Clinton was 20                
          years.                                                                        
               Also, in general the HAP contracts entitled the owner to                 
          housing assistance payments in the amount of 80 percent of the                
          contract rent for a period not exceeding 60 days (i) in the event             
          a unit covered under the HAP contract (covered unit) was not                  
          leased within 15 days of the effective date of the HAP contract               
          or (ii) upon the vacancy of a covered unit by an eligible family.             
          In the event a covered unit remained vacant for a period                      
          exceeding 60 days, the owner could, in general, request                       
          additional payments in an amount equal to the principal and                   
          interest payments required to amortize that portion of the debt               
          service attributable to the vacant unit for up to 12 additional               
          months.                                                                       
               On March 1, 1980, after the formation of the housing                     
          partnerships, a fifth general partnership, Godley Management                  
          Association (GMA), which was owned 50 percent each by decedent                
          and Fred Jr., was formed for the purpose of managing the                      
          operations of the housing partnerships.  The formation of GMA for             




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