Berkshire Income Realty, Inc. One Beacon Street, Suite 1500 Boston, Massachusetts 02108 March 5, 2003

Exhibit 10.5

Berkshire Income Realty, Inc.

Xxx Xxxxxx Xxxxxx, Xxxxx 0000

Xxxxxx, Xxxxxxxxxxxxx  00000

Xxxxx 0, 0000

Xxxxx Government Income Trust

Xxxxx Government Income Trust II

Xxx Xxxxxx Xxxxxx

Xxxxxx, Xxxxxxxxxxxxx  00000

Gentlemen:

Reference is made to the Waiver and Standstill Agreement, dated as of August 22, 2002, by and among Xxxxx Government Income Trust (“GIT”), Xxxxx Government Income Trust II (“GIT II” and, collectively with GIT, the “Trusts”), Berkshire Income Realty, Inc. and Berkshire Income Realty-OP, L.P. (the “Waiver Agreement”).

This is to confirm our agreement that, notwithstanding the first sentence of Section 2.3 of the Waiver Agreement, the expiration date of the exemption granted by the Trusts in Section 2.1 of the Waiver Agreement is hereby extended from March 31, 2003 to June 30, 2003.  Except for the foregoing, all of the terms and conditions of the Waiver Agreement remain in full force and effect.

Kindly confirm the foregoing by signing below.

BERKSHIRE INCOME REALTY, INC.
	By:				/s/ Xxxxx X. Xxxxx
					Name: Xxxxx X. Xxxxx
					Title: President
		BERKSHIRE INCOME REALTY-OP, L.P.
	by:	Berkshire Income Realty, Inc., its General Partner
	By:				/s/ Xxxxx X. Xxxxx
					Name: Xxxxx X. Xxxxx
					Title: President
	Acknowledged and agreed as of the date first above written:
			XXXXX GOVERNMENT INCOME TRUST
	By:				/s/ Xxxxxxx Xxxxx
					Name: Xxxxxxx Xxxxx
					Title: Chairman
				XXXXX GOVERNMENT INCOME TRUST II
	By:				/s/ Xxxxxxx Xxxxx
					Name: Xxxxxxx Xxxxx
					Title: Chairman