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. [remainder of page intentionally left blank] 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/ David C. Quade Name: David C. Quade Title: President ASSIGNEE: ST. MARIN/KARRINGTON LIMITED PARTNERSHIP, a Delaware limited partnership By: SM Karrington, L.L.C., a Delaware limited liability company, its general partner By: /s/ David C. Quade Name: David C. Quade Title: President