FIRST AMENDMENT TO
                         AGREEMENT OF PURCHASE AND SALE
                   (The St. Marin Apartments, Coppell, Texas)

     This First  Amendment to Agreement of Purchase and Sale (this  "Amendment")
is made and entered into by and between WHCO Real Estate Limited Partnership,  a
Delaware limited partnership ("Seller") and Berkshire Income Realty-OP,  L.P., a
Delaware limited partnership ("Purchaser").

                                 R E C I T A L S

          A.  Seller  and  Purchaser  entered  into that  certain  Agreement  of
     Purchase and Sale dated effective as of October 16, 2003 (the  "Agreement")
     concerning the sale of real property located in Coppell, Texas known as The
     St. Marin Apartments (as more particularly described in the Agreement,  the
     "Property").

          B. Seller and Purchaser have agreed to amend the Agreement as provided
     herein.

          C. Except as  otherwise  expressly  provided  for herein,  capitalized
     terms  used  herein  shall  have  the  same  meaning  as set  forth  in the
     Agreement.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
contained herein, Seller and Purchaser agree as follows:

          1. Purchase  Price.  Section 1.1.3 of the Agreement is hereby  deleted
     and amended to read in its entirety as follows:

                    1.1.3 Purchase Price: $26,125,000.00.

          2. Inspection  Period.  Seller and Purchaser agree that the Inspection
     Period has expired and  Purchaser's  right to  terminate  the  Agreement in
     accordance with Section 4.4 of the Agreement has expired.

          3.  Continued  Effect.  Except  as  amended  by  this  Amendment,  the
     Agreement  shall  remain in full  force and effect in  accordance  with its
     original terms and conditions.

          4. Counterparts. This Amendment may be executed in counterparts and by
     facsimile,  each of which shall be considered an original instrument. If so
     executed,  each of such  counterparts  is to be deemed an original  for all
     purposes,  and all such counterparts  shall,  collectively,  constitute one
     amendment, but in making proof of this Amendment, it shall not be necessary
     to produce or account for more than one such counterpart.


                      [SIGNATURE PAGE IMMEDIATELY FOLLOWS]






          DATED effective as of October 20, 2003.


                                           SELLER:

                                           WHCO REAL ESTATE LIMITED PARTNERSHIP,
                                           a Delaware limited partnership

                                           By: WHRB Gen-Par, Inc.
                                               a Delaware corporation,
                                               its general partner


                                           By: /s/ Roger Beless
                                           Name: Roger Beless
                                           Title: Assistant Vice President




                                           PURCHASER:


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

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


                                           By: /s/ Eric Calub
                                           Name: Eric Calub
                                           Title: Authorized Agent