ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF PURCHASE AND SALE Reference is made to that certain Agreement of Purchase and Sale by and between WHCO II Real Estate Limited Partnership, a Delaware limited partnership ("Seller"), and Berkshire Income Realty...

                          ASSIGNMENT AND ASSUMPTION OF
                         AGREEMENT OF PURCHASE AND SALE

     Reference  is made to that  certain  Agreement  of Purchase and Sale by and
between WHCO II Real Estate Limited Partnership,  a Delaware limited partnership
("Seller"), and Berkshire Income Realty - OP, L.P., a Delaware limited liability
company,  as purchaser (the  "Assignor"),  with an effective date of October 16,
2003 (the  "Purchase  Agreement")  covering  certain real property  known as The
Karrington Apartments, located in Coppell, Texas.

     WHEREAS,  Section 12.1 of the Purchase Agreement provides that Assignor may
assign its rights thereunder upon the terms and conditions more particularly set
forth therein; and

     WHEREAS,  Assignor  wishes to make such an  assignment of its rights to St.
Marin/Karrington  Limited  Partnership,  a  Delaware  limited  partnership  (the
"Assignee").

     NOW  THEREFORE  for  good  and  valuable  consideration,  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

     1. Assignor hereby assigns to Assignee all of Assignor's  right,  title and
interest in and to the Purchase Agreement.

     2. Assignee hereby assumes from Assignor all of Assignor's right, title and
interest in and to the Purchase Agreement.


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     Executed as of the ___ day of October, 2003.

                                      ASSIGNOR:

                                      BERKSHIRE INCOME REALTY - OP, L.P.,
                                      a Delaware limited partnership

                                      By:      Berkshire Income Realty, Inc.,
                                               a Maryland corporation,
                                               its general partner

                                               By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
                                      Name:     ▇▇▇▇▇ ▇. ▇▇▇▇▇
                                      Title:    President

                                      ASSIGNEE:

                                      ST. MARIN/KARRINGTON
                                      LIMITED PARTNERSHIP, a
                                      Delaware limited
                                      partnership

                                      By:      ▇▇ ▇▇▇▇▇▇▇▇▇▇, L.L.C., a Delaware
                                               limited liability company, its
                                               general partner

                                               By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
                                      Name:     ▇▇▇▇▇ ▇. ▇▇▇▇▇
                                      Title:    President