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

     This Second 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  St.  Marin/Karrington   Limited
Partnership, a Delaware limited partnership ("Purchaser").

                                 R E C I T A L S

          A. Seller and Berkshire  Income  Realty-OP,  L.P., a Delaware  limited
     partnership, entered into that certain Agreement of Purchase and Sale dated
     effective  as of  October  16,  2003,  as  amended  by that  certain  First
     Amendment  to  Agreement  of Purchase  and Sale dated  October 20, 2003 (as
     assigned  to  Purchaser,  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 further 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. Closing  Credit.  Seller hereby agrees that, at Closing,  Purchaser
     shall  receive  (i) a credit of Eleven  Thousand  Three  Hundred and No/100
     Dollars ($11,300.00), with such amount constituting the parties' reasonably
     estimated  cost to perform  repainting  of a fence,  and (ii) a credit Four
     Thousand Three Hundred Twenty One and No/100 Dollars ($4,321.00), with such
     amount  constituting  the  parties'  reasonably  estimated  cost to perform
     repairing  a  brick  wall,  both  as  required  pursuant  to  that  certain
     non-compliance  letter from Valley Ranch Association (the "Association") to
     Seller, dated October 21, 2003 (collectively,  the "Repairs").  The credits
     shall be  reflected on the  settlement  statement at Closing as a line item
     credit toward the net funds due from Purchaser. Purchaser shall assume full
     responsibility for the Repairs, and if for any reason the total cost of the
     Repairs  exceeds the amount of the  foregoing  credit,  said costs shall be
     borne by  Purchaser.  Purchaser  acknowledges  that  Seller  shall  have no
     further obligation or liability whatsoever with respect to the Repairs.

          2. Purchaser and Seller  acknowledge that Seller has entered into that
     certain contract with Aztec Construction, attached hereto (the "Contract"),
     and pursuant to that Bill of Sale,  Assignment and  Assumption  dated as of
     the date hereof, the Contract shall be assigned to and assumed by Purchaser
     at Closing.

          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

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     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]




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     DATED effective as of October 30, 2003.


                                      SELLER:

                                      WHCO REAL ESTATE LIMITED PARTNERSHIP,
                                      a Delaware limited partnership

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


                                           By:/s/ Marilyn Franklin
                                           Name: Marilyn Franklin
                                           Title: Assistant Vice President




                                     PURCHASER:

                                     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



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