[LETTERHEAD OF WINTHROP REALTY TRUST]

April 11, 2007

VIA FACSIMILE AND FEDERAL EXPRESS

Mr. Jack H. Cassidy
President and Chief Executive Officer
America First Apartment Investors, Inc.
Suite 100, 1004 Farnam Street
Omaha, Nebraska 68102

Dear Jack:

As you are aware, we are the largest shareholder of America First Apartment
Investors Inc. (the "Company") currently owning 794,856 shares (7.2%) of the
Company's common stock. While we support the Company's decision to retain an
investment advisor to initiate a process through which a sale of the Company
could occur, we believe that the process is flawed to the detriment of all
non-management shareholders of the Company. We have reached this determination
based on the unreasonable and inexplicable demands being placed upon
shareholders of the Company as a precondition for their participating in this
process. In effect, the Confidentiality and Standstill Agreement (the
"Standstill Agreement") forwarded to us restricts shareholders from acquiring or
offering to acquire any securities or assets of the Company, participating in
the solicitation of proxies or engaging or offering to engage in any merger with
the Company for a period of two years in the event no sale is consummated. As we
have explained to you, your counsel and Lazard Freres & Co., LLC, the Company's
investment advisor, this provision is unfair and unduly burdensome to
non-management shareholders. If we were to sign the Standstill Agreement and
management elected not to proceed with a sale, we would be prohibited from
exercising the above described rights which we currently enjoy for a period of
two years. Accordingly, your position results in a Hobson's choice for
non-management shareholders requiring them to either concede significant
shareholder rights or not participate in your process, both of which could
damage shareholder value.

We have made the following proposals to you in the interest of enhancing the
bidding process which would allow shareholders to participate without foregoing
their basic rights. First, we have indicated that we would abide by the
standstill provisions during the entire length of the process without condition.
Second, we have proposed that if we do not make a bid for the Company, we would
agree to support and vote our shares in favor of any proposal recommended by the
Company's board that generates more than the per share to shareholders which we
have discussed. Third, we have further proposed that if we were to proffer a bid
for the Company, we would agree to support and vote our shares in favor of any
proposal recommended by the Company's board that generates more per share to
shareholders than our bid. Moreover, we have acknowledged the substantial
restrictions that will be imposed on us in all events under Section 10b of the
Securities Exchange Act of 1934 and the rules promulgated thereunder if we are
to receive material non-public information and our intention to comply fully
with such restrictions.




We believe that our proposals are more than reasonable and permit all
shareholders to engage in the bidding process. We would remind you that we are
in favor of these proposals applying to all shareholders so that the process
could be as open as possible. Moreover, our proposals address our concern that
significant management shareholders could enter the bid process at a later date
without bearing the Hobson's choice you wish to impose on non-management
shareholders. While counsel for the Company and representatives of Lazard have
expressed a need for these provisions to protect the "process", they have done
so without explanation as to how our proposals would harm the "process" or how
their provisions enhance the "process". If anything, the "process" which they
profess to revere can only be harmed by precluding shareholder participation.
One would hope that professionals handsomely paid with shareholder funds would
endeavor to avoid exalting form for form's sake over substance.

Unless and until this issue is resolved, we do not believe the Company has
engaged in a truly fair and inclusive bid process which failure can only be to
the detriment of all shareholders.

                                            Very truly yours,


                                            /s/ Michael L. Ashner
                                            ------------------------------------

                                            Michael L. Ashner
                                            Chairman and Chief Executive Officer