SETTLEMENT AND EMPLOYMENT AGREEMENT


     THIS SETTLEMENT AND EMPLOYMENT AGREEMENT (this "Agreement") is
made and entered into as of the 20th day of October, 1997 by and
between Walden Residential Properties, Inc., a Maryland corporation
(the "Company"), and Don R. Daseke ("Daseke").

                            Recitals:

     A.   Daseke is and has been employed by the Company pursuant
to an employment agreement dated February 5, 1997 (the "Employment
Agreement").

     B.   This Agreement describes the agreements of the Company
and Daseke concerning the modification of Daseke's employment
relationship with the Company and the termination of the Employment
Agreement.

     C.   This Agreement also describes the obligations of the
parties hereto to each other and the compensation and other value
to be received by Daseke from the Company following modification of
the employment relationship.

     NOW, THEREFORE, in consideration of the foregoing, of the
representations, warranties, covenants and agreements contained
herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be
legally bound hereby, Daseke and the Company hereby agree as
follows:

     1.   Employment Relationship.  The Company and Daseke hereby
agree that Daseke shall resign as Chairman of the Board of
Directors and Chief Executive Officer of the Company effective as
of the date hereof, and that upon execution and delivery of this
Agreement, this Agreement shall supercede the Employment Agreement
in all respects and the Employment Agreement shall be null and
void, and the parties shall have no further rights or obligations
thereunder.

     Subject to the provisions of Section 3(b) hereof, as of the
date hereof, the Company agrees to and does hereby employ Daseke to
perform the duties of Chairman Emeritus of the Board of Directors
of the Company (the "Board"), and Daseke accepts such employment,
upon the terms and conditions set forth herein.


     2.   Term.  The term of this Agreement (the "Term") shall be
for the period commencing as of the date set forth above and
continuing thereafter for a period of three years, unless earlier
terminated by Daseke or the Company pursuant to the terms hereof.


     3.   Duties and Services.

          (a)  Subject to the provisions of Section 3(c) hereof,
     Daseke agrees to serve the Company as the Chairman Emeritus
     and to provide such services to the Company as may be
     reasonably requested by the Board or the Chief Executive
     Officer of the Company.  Daseke will not be prevented from (i)
     engaging in any civic or charitable activity for which Daseke
     receives no compensation or other pecuniary advantage; (ii)
     investing his personal assets in businesses which do not
     compete with the Company provided that such investment will
     not require any services on the part of Daseke in the
     operation of the affairs of the businesses in which
     investments are made and provided further that Daseke's
     participation in such businesses is solely that of an
     investor; (iii) purchasing securities in any corporation whose
     securities are publicly traded, provided that such purchases
     will not result in Daseke owning beneficially at any time five
     percent (5%) or more of the equity securities of any
     corporation engaged in a business competitive with that of the
     Company; or (iv) participating in any other activity approved
     in advance in writing by the Board.  In attending to the
     business and affairs of the Company, Daseke agrees to serve
     the Company faithfully, diligently and to the best of his
     ability.  As Chairman Emeritus, Daseke shall have no authority
     to act for or bind the Company.

          (b)  Notwithstanding anything in this Agreement to the
     contrary, for a sixty (60) day period, commencing on January
     1, 1999, Daseke shall have the right to resign his position as
     Chairman Emeritus and elect (the "Consultant Election") to be
     employed as a consultant to the Company for the remainder of
     the Term by delivering written notice of such election to the
     Company prior to the expiration of such 60-day period.  If
     Daseke exercises the Consultant Election, then for the
     remainder of the Term Daseke will hold himself ready to render
     to the Company and its subsidiaries and affiliates such
     advisory and consulting services as may be requested by the
     Company's Chief Executive Officer.  In furnishing any such
     consulting services, Daseke will act as an independent
     contractor and not as an employee of the Company.  As a
     consultant, Daseke shall have no authority to act for or bind
     the Company.  The Company shall not exercise any control over
     the execution of the services or manner of performance of the
     consulting services provided by Daseke following the exercise
     of the Consultant Election, and Daseke, as a consultant, shall
     be responsible to the Company only for the ultimate results
     required by the Company.  Subject to the provisions of Section
     11 hereof, it is understood that, following the exercise of
     the Consultant Election, Daseke will or may have other
     occupations or employments during the Term, and in using the
     services of Consultant hereunder, the Company will exercise
     due regard for other commitments of Daseke.

          (c)  The Company agrees to use its best efforts to
     nominate Daseke and cause him to be elected by the
     stockholders of the Company at the Company's 2000 annual
     meeting for a period commencing on the date of such meeting
     and continuing until the 2003 annual meeting of stockholders
     of the Company, provided Daseke meets the then existing
     criteria established by the Board's Nominating and Corporate
     Governance Committee and further subject to the procedures for
     election of directors set forth in the Company's Articles of
     Incorporation and Bylaws and the Maryland General Corporation
     Law.

     4.   Compensation.

          (a)  (i) As consideration for the services to be rendered
          hereunder by Daseke as Chairman Emeritus, the Company
          agrees to pay Daseke, and Daseke agrees to accept,
          payable in accordance with the Company's standard payroll
          practices for executives, but payable in not less than
          bi-weekly installments, compensation of Three Hundred
          Four Thousand Five Hundred Dollars ($304,500.00) per
          twelve month period of the Term during which he is
          providing services as Chairman Emeritus hereunder.

               (ii) From and after the date Daseke exercises the
          Consultant Election, as consideration for the services to
          be rendered hereunder by Daseke as a consultant, the
          Company agrees to pay Daseke, and Daseke agrees to
          accept, payable in accordance with the Company's standard
          payroll practices, but payable in not less than bi-weekly
          installments, compensation of Three Hundred Four Thousand
          Five Hundred Dollars ($304,500.00) per twelve month
          period during the remaining period of the Term.  The
          amounts payable to Daseke pursuant to this Section 4(a)
          are referred to together herein as the "Salary."

          (b)  (i)  Daseke shall be entitled to receive, as a bonus
          for services rendered to the Company pursuant to this
          Agreement and for services rendered pursuant to the
          Employment Agreement prior to the date hereof, an amount
          equal to 35% of the bonus pool, established by the
          Compensation Committee to be payable to executive
          officers of the Company for the 1997 calendar year.

               (ii) At all other times while Daseke serves as
          Chairman Emeritus, Daseke shall be eligible to receive an
          annual incentive bonus as provided for in any incentive
          plan of the Company, based on the level of accomplishment
          of specific performance targets established by the Board
          or any committee thereof, or such other bonus plans as
          may be adopted by the Board from time to time in the
          future.  In addition, while Daseke serves as Chairman
          Emeritus, Daseke shall participate in any Company
          perquisite and supplemental benefit programs established
          for the benefit of senior executives of the Company.

          (c)  During the Term, Daseke shall not receive any
     additional compensation for his services as a member of the
     Board.

          (d)  An office allowance of Seventy-Five Thousand Dollars
     ($75,000) per year shall be provided to Daseke, while Daseke
     serves as Chairman Emeritus, to be allotted (as determined by
     Daseke) to salary for a private secretary to be employed by
     the Company and assigned to Daseke and lease and other office
     expenses.

     5.   Restricted Stock/Stock Options.

          (a)  Pursuant to the terms of the several stock
     option agreements dated as of February 9, 1994 (200,000
     options), February 7, 1995 (90,000 options), February 3,
     1996 (135,000 options), August 7, 1996 (35,000 options),
     February 5, 1997 (60,000 options) and October 1, 1997
     (200,000 options) (collectively, the "Option
     Agreements"), providing for the grant to Daseke by the
     Company of an aggregate of 720,000 options (the
     "Options") to acquire shares of the Company's common
     stock, par value $.01 per share (the "Common Stock"),
     entered into by and between the Company and Daseke
     pursuant to the terms of the Company's Amended and
     Restated 1994 Stock Option Plan (the "Plan"), Daseke
     currently has vested Options exercisable for 237,500
     shares of Common Stock.  The Company hereby agrees to
     accelerate the vesting of the remaining 482,500 Options
     issued to Daseke to the date of this Agreement, thereby
     permitting the immediate exercise of all of the Options.
     Daseke shall have until October 20, 2002 to exercise the
     Options pursuant to the terms of the Plan and the Option
     Agreements, the terms of which shall remain in full force
     and effect except as expressly modified hereby.

          (b)  The 30,000 shares of Common Stock (the
     "Restricted Shares") granted to Daseke under the
     Company's Long-Term Incentive Plan (the "LTIP") on
     February 12, 1997, shall remain outstanding in accordance
     with the terms of the LTIP and Daseke shall continue to
     receive the dividends payable on such shares of Common
     Stock.  On October 20, 2000, all restrictions on the
     transfer of any then outstanding Restricted Shares as set
     forth in the LTIP and in the Award Agreement issued under
     the LTIP shall lapse and Daseke shall be issued stock
     certificates in denominations designated by Daseke
     representing the Restricted Shares as soon as practicable
     following such date, without any restrictive legend
     thereon.

          (c)  The 88,000 shares of Common Stock acquired by
     Daseke on July 19, 1994, the 79,700 shares of Common
     Stock acquired by Daseke on December 28, 1995 and the
     24,300 shares of Common Stock acquired by Daseke on
     January 18, 1996, pursuant to Company loan programs,
     shall be retained by Daseke and the loans made to Daseke
     by the Company shall remain outstanding and shall
     continue to be payable in accordance with the terms of
     the notes and other agreements evidencing such loans
     following the date hereof.

     6.   Termination.

          (a)  On or after January 1, 1999, the Company may at any
     time terminate this Agreement, but only upon delivery to
     Daseke of a written notice of termination specifying a
     termination date at least 30 days, but not more than 60 days,
     after the date of delivery of such notice.  In the event that
     Daseke fails to be re-elected as a director of the Company at
     the Company's 2000 annual meeting of stockholders, the Company
     will immediately terminate this Agreement.  Within 15 days of
     any termination of this Agreement pursuant to this Section
     6(a) (regardless of the reasons for such termination, subject
     to the provisions of Sections 7 and 8 hereof) Daseke shall be
     paid the Salary remaining for the Term (as if the Term had not
     been terminated under this Section 6), as well as incentive
     bonuses which have accrued through the date of such
     termination, and benefits payable pursuant to this Agreement,
     due hereunder in a single payment.

          (b)  In the event the Company terminates this Agreement
     pursuant to this Section 6, the restrictions on the Restricted
     Shares shall lapse as of the date of such termination.

          (c)  Upon termination of this Agreement pursuant to this
     Section 6 and payment of all amounts due hereunder as a result
     of such termination, this Agreement shall be null and void and
     the parties hereto shall have no further rights or obligations
     hereunder, except as otherwise specifically set forth herein,
     and the "Term" (as defined in Section 3 hereof) shall be
     deemed to have ended.

     7.   Termination in the Event of Death.  This Agreement shall
terminate automatically upon the death of Daseke.  In such event,
notwithstanding any other provision of this Agreement to the
contrary, the Company shall pay to Daseke's legal representative
only the Salary due to Daseke up to the date of termination as well
as incentive bonuses, which have accrued through the date of
termination, and benefits payable pursuant to this Agreement.  Upon
termination of this Agreement pursuant to this Section 7 and
payment of all amounts due hereunder as a result of such
termination, this Agreement shall be null and void and the parties
hereto shall have no further rights or obligations hereunder,
except as otherwise specifically set forth herein, and the "Term"
(as defined in Section 3 hereof) shall be deemed to have ended.

     8.   Termination in the Event of Disability.  If during the
Term, Daseke becomes physically or mentally disabled so as to
become unable, for a period of more than six (6) consecutive
months, to perform his duties hereunder on substantially a full
time basis ("Disability"), the Company may at its option terminate
this Agreement upon not less than thirty (30) days' written notice.
In the event of such termination, notwithstanding any other
provision of this Agreement to the contrary, Daseke shall be
entitled to continue to receive his Salary and benefits, excluding
any incentive bonuses, for a period equal to the lesser of (a)
twenty-four (24) months from the date of termination and (b) the
remainder of the Term (as if the Term had not been terminated
pursuant to this Section 8), and then shall receive such benefits
as are available to senior executives of the Company under any
applicable disability plan.  Upon termination of this Agreement
pursuant to this Section 8 and payment of all amounts due hereunder
as a result of such termination, this Agreement shall be null and
void and the parties hereto shall have no further rights or
obligations hereunder, except as otherwise specifically set forth
herein, and the "Term" (as defined in Section 3 hereof) shall be
deemed to have ended.

     9.   Other Benefits.

          (a)  Except as expressly provided herein, this Agreement
     shall not:

                       (i)    be deemed to limit or affect the right of
          Daseke to receive other forms of additional compensation
          or to participate in any insurance, retirement,
          disability, profit-sharing, stock purchase, stock option,
          stock appreciation rights, cash or stock bonus or other
          plan or arrangement or in any other benefits now or
          hereafter provided by the Company or any of the Company's
          affiliated companies for its employees; or

                      (ii)    be deemed to be a waiver by Daseke of any
          vested rights which Daseke may have or may hereafter
          acquire under any employee benefit plan or arrangement of
          the Company or any of the Company's affiliated companies.

          (b)  It is contemplated that, in connection with his
     services hereunder, Daseke may be required to incur reasonable
     business, telephone and travel expenses.  The Company agrees
     to reimburse Daseke in full for all reasonable and necessary
     business, telephone and other related expenses, including
     travel expenses, incurred or expended by him incident to the
     performance of his duties hereunder, upon submission by Daseke
     to the Company of such vouchers or expense statements
     satisfactorily evidencing such expenses as may be reasonably
     requested by the Company.  It being understood that for
     purposes of this Section 9 any such expenses approved in
     advance by the Company shall be deemed to be "reasonable and
     necessary."

          (c)  It is understood and agreed by the Company that
     during the term of Daseke's employment hereunder as Chairman
     Emeritus, he shall be entitled to annual paid vacations (taken
     consecutively or in segments), the length of which shall be
     consistent with the effective discharge of Daseke's duties and
     the general customs and practices of the Company applicable to
     its executive officers.

     10.  No Mitigation Obligation.  The Company hereby
acknowledges that it will be difficult and may be impossible
(a) for Daseke to find reasonably comparable employment following
the date of termination, and (b) to measure the amount of damages
which Daseke may suffer as a result of termination of employment
hereunder.  Accordingly, the payment of the termination
compensation by the Company to Daseke in accordance with the terms
of this Agreement is hereby acknowledged by the Company to be
reasonable and will be liquidated damages, and Daseke will not be
required to mitigate the amount of any payment provided for in this
Agreement by seeking other employment or otherwise, nor will any
profits, income, earnings or other benefits from any source
whatsoever create any mitigation, offset, reduction or any other
obligation on the part of Daseke hereunder or otherwise.

     11.  Non-Competition.

          (a)  Except as otherwise provided in Section 3 hereof,
     during the Term, Daseke shall not, directly or indirectly,
     either for himself or any other person, own, manage, control,
     participate in, invest in, permit his name to be used by, act
     as consultant or advisor to, render services for (alone or in
     association with any individual, entity or other business
     organization) or otherwise assist in any manner any individual
     or entity that engages in or owns, invests in, manages or
     controls any venture or enterprise engaged in (each, a
     "Competitive Activity") the ownership, management, acquisition
     or development of multifamily residential properties, provided
     that the term "Competitive Activity" shall not include any
     transaction pursuant to which Daseke pays aggregate
     consideration of $5,000,000 or less or any transaction
     involving assets owned by Daseke as of the date hereof or
     otherwise acquired by Daseke during the Term not in violation
     of the terms of this Agreement and provided further that
     Daseke and the Company will each act reasonably and with due
     regard for the other's interests.  In the event that Daseke
     desires to participate in any transaction which would
     otherwise constitute a Competitive Activity hereunder, he
     shall notify the Company within fifteen days prior to the
     aniticipated closing date of such Competitive Activity, and
     upon closing of such activity, this Agreement shall
     automatically terminate and be of no further force and effect,
     and the Company shall have no further obligations hereunder to
     pay any further Salary or other cash benefits, bonuses or
     payments to Daseke and Daseke shall have no further right to
     receive Salary or other cash benefits, bonuses or payments.
     In any event, if this Agreement is terminated under this
     Section 11(a), Paragraph 5 is unchanged.

          Daseke will not in any manner induce, attempt to induce
     or assist others to induce or attempt to induce any investor,
     client or tenant of the Company to terminate its, his or her
     association with the Company or do anything to interfere with
     the relationship between the Company and any of its customers,
     clients, tenants or persons or concerns dealing with the
     Company during the Term.  During the Term, Daseke shall not,
     without the prior consent of a majority of the Company's
     independent directors, solicit, hire away or employ any person
     who is an employee of the Company at the time of such
     solicitation or attempted hiring or employment other than his
     secretary on the date hereof; provided, however that nothing
     herein shall be construed to prohibit Daseke's employment of
     any former Company employee whose termination from the Company
     was not induced by Daseke.

          (b)  In the event that any restriction contained in this
     Section 11 shall be held too broad to allow enforcement of
     such restriction to its full extent, then such restriction
     shall be enforced to the maximum extent permitted by law, and
     Daseke hereby consents and agrees that such scope may be
     judicially modified accordingly in any proceeding brought to
     enforce such restrictions.

          (c)  Daseke acknowledges and agrees that the Company's
     remedy at law for any breach of his obligations under this
     Section 11 may be inadequate, and agrees and consents that
     temporary and/or permanent injunctive relief may be entered
     enjoining him from breaching this Agreement and further agrees
     that any proceeding which may be brought to enforce any
     provision of this Section 11 without being requested to prove
     actual damages as a result of the premature breach of this
     Agreement.

     12.  Indemnification.

          (a)  The Company agrees to indemnify and hold harmless
     Daseke against any and all losses, claims, damages or
     liabilities to which he may become subject under the
     Securities Act of 1933, as amended, the Securities Exchange
     Act of 1934, as amended, or other federal or state statutory
     law or regulation, at common law or otherwise, in so far as
     such losses, claims, damages or liabilities (or actions in
     respect thereof) arise out of or are based upon (i) any untrue
     statement or alleged untrue statement or a material fact
     contained in any filing made with the Securities and Exchange
     Commission or in any document otherwise circulated to the
     stockholders or prospective stockholders of the Company
     (collectively, the "Solicitation Documents") or arise out of
     or are based upon the omission or alleged omission to state
     herein a material fact required to be stated therein or
     necessary to make the statements therein not misleading and,
     in the case of any prospectus, the omission or alleged
     omission to state therein a material fact necessary in order
     to make the statements therein, in light of the circumstances
     under which they were made, not misleading and, in accordance
     with the provisions of Section 12(b) hereof, agrees to
     reimburse Daseke, as incurred, for any legal or other expenses
     reasonably incurred by him in connection with investigating or
     defending any such loss, claim, damage, liability or action.


          (b)  Promptly after receipt by Daseke under this Section
     12 of notice of the commencement of any action, Daseke will,
     if a claim in respect thereof is to be made against the
     Company under this Section 12, notify the Company in writing
     of the commencement thereof, but the failure so to notify the
     Company (i) will not relieve it from liability under Section
     12(a) hereof unless and to the extent it did not otherwise
     learn of such action and such failure results in the
     forfeiture by the Company of substantial rights and defenses
     and (ii) will not, in any event, relieve the Company from any
     obligations to Daseke other than the indemnification
     obligation in Section 12(a) hereof.  The Company shall be
     entitled to appoint counsel of its choice at the Company's
     expense to represent the Company and Daseke in any action for
     which indemnification is sought (in which case, the Company
     shall not thereafter be responsible for the fees and expenses
     of any separate counsel retained by Daseke except as set forth
     below); provided, however, that such counsel shall be
     reasonably satisfactory to Daseke.  Notwithstanding the
     Company's election to appoint counsel to represent Daseke in
     an action, Daseke shall have the right to employ separate
     counsel (including local counsel), and the Company shall bear
     the reasonable fees, costs and expenses of such separate
     counsel if such separate counsel is reasonably satisfactory to
     the Company, and (x) the use of counsel chosen by the Company
     to represent Daseke would be inappropriate, as determined by
     such counsel, under applicable standards of professional
     conduct due to an actual or reasonably anticipated material
     conflict of interest, or (y) the Company shall not have
     employed counsel to represent Daseke within a reasonable time
     after notice of institution of such action.  The Company will
     not, without the prior written consent of Daseke, settle or
     compromise or consent to the entry of any judgment with
     respect to any pending or threatened claim, action, suit or
     proceeding in respect to which indemnification may be sought
     hereunder (whether or not Daseke is the actual or potential
     party to such claim or action) unless such settlement,
     compromise or consent includes an unconditional release of
     Daseke from all liability arising out of such claim, action,
     suit or proceeding.

     13.  Mutual Release.

          (a)  Daseke, for the purpose of binding himself and his
     heirs, legal representatives, successors and assigns, and
     entities with which Daseke is affiliated (other than the
     Company), and for all persons or entities claiming by, through
     or under any of them, hereby RELEASES, WAIVES, ACQUITS AND
     FOREVER DISCHARGES to the maximum extent permitted under
     applicable law, the Company, and its prior, current and future
     officers, employees, directors, stockholders, attorneys,
     advisors, receivers and conservators, and their respective
     heirs, legal representatives, successors and assigns of and
     from any and all actions, causes of action, liabilities,
     claims, counterclaims, effective defenses, offsets, demands,
     losses or damages of any kind or nature whatsoever (the
     "Daseke Claims") in law or in equity, known or unknown,
     contingent or fixed, arising under contract, including,
     without limitation, the Employment Agreement, tort, statute or
     otherwise, and whether based on facts known or unknown, and
     existing on the date hereof, or which may arise in the future
     based upon facts and circumstances which exist or existed on
     or prior to the date hereof (excluding, however, any of the
     Daseke Claims arising from the performance or non-performance
     of the Company's obligations under this Agreement, the Plan,
     the Option Agreements, the LTIP, the Award Agreement issued
     under the LTIP and the notes and other agreements referenced
     in Section 5(c) hereof and any right to indemnification from
     the Company arising from Daseke's status as an officer and
     director of the Company and as provided herein), including,
     without limitation, any and all actions, causes of action,
     liabilities, claims, counterclaims, demands, losses and
     damages asserted or that could have been asserted prior to the
     execution of this Agreement, or sounding in, arising from or
     any way relating to breach of contract, fraud, deceit,
     tortious interference, breach of obligations of good faith and
     fair dealing, misrepresentation, deceptive trade practices or
     federal or state securities violations, existing under or
     arising out of events prior to the date of this Agreement,
     including specifically any claims or causes of action arising
     out of or relating to the Employment Agreement or the
     termination thereof or the events surrounding Daseke's
     resignation as Chief Executive Officer and Chairman of the
     Board of the Company.  Daseke for the purpose of binding his
     affiliates also hereby TRANSFERS AND ASSIGNS any and all of
     the Daseke Claims to the Company and its prior, current and
     future officers, employees, directors, stockholders, receivers
     and conservators, and their respective heirs, legal
     representatives, successors and assigns.  This provision shall
     not be construed as an admission of any liability by the
     Company or any other entity.

          (b)  The Company, for the purpose of binding its prior,
     current and future officers, employees, directors,
     stockholders, receivers and conservators and entities with
     which they are affiliated, and for all persons or entities
     claiming by, through or under any of them, hereby RELEASES,
     WAIVES, ACQUITS AND FOREVER DISCHARGES to the maximum extent
     permitted under applicable law, Daseke and his heirs, legal
     representatives, successors and assigns of and from any and
     all actions, causes of action, liabilities, claims,
     counterclaims, effective defenses, offsets, demands, losses or
     damages or any kind or nature whatsoever (the "Company
     Claims"), in law or in equity, known or unknown, contingent or
     fixed, arising under contract, tort, statute or otherwise, and
     whether based on facts known or unknown, and existing on the
     date hereof, or which may arise in the future based upon facts
     and circumstances which exist or existed on or prior to the
     date hereof (excluding, however, any of the Company Claims
     arising from the performance or non-performance of any
     obligations under this Agreement, the Plan, the Option
     Agreements, the LTIP, the Award Agreement issued under the
     LTIP and the notes and other agreements referenced in Section
     5(c) hereof and any right to indemnification from Daseke
     arising from Daseke's status as an officer and director of the
     Company and as provided herein), including, without
     limitation, any and all actions, causes of action,
     liabilities, claims, counterclaims, demands, losses and
     damages asserted or that could have been asserted prior to the
     execution of this Agreement, or sounding in, arising from or
     in any way relating to breach of contract, fraud, deceit,
     tortious interference, breach of obligations of good faith and
     fair dealing, misrepresentation, deceptive trade practices or
     federal or state securities violations, existing under or
     arising out of events prior to the execution of this
     Agreement, including specifically any claims or causes of
     action arising out of or relating to the Employment Agreement
     or the termination thereof or the events surrounding Daseke's
     resignation as Chief Executive Officer and Chairman of the
     Board of the Company.  The Company, for the purpose of binding
     its prior, current and future officers, employees, directors,
     stockholders, receivers and conservators hereby TRANSFERS AND
     ASSIGNS any and all of the Company Claims to Daseke and his
     heirs, legal representatives, successors and assigns.  This
     provision shall not be construed as an admission of any
     liability by Daseke.

          (c)  Daseke, for the purpose of binding himself and his
     heirs, legal representatives, successors and assigns, and for
     all persons or entities claiming by, through or under him,
     hereby RELEASES, WAIVES, ACQUITS AND FOREVER DISCHARGES to the
     maximum extent permitted under applicable law, the Company and
     its prior, current and future officers, employees, directors,
     stockholders, attorneys, advisors, receivers and conservators,
     and their respective heirs, legal representatives, successors
     and assigns of and from any and all claims of discrimination
     of any kind, including age discrimination and any contractual,
     tort or other common law claims.  This release and waiver
     includes all such claims, whether under any applicable federal
     laws, including, without limitation, the federal Age
     Discrimination in Employment Act, Title VI of the Civil Rights
     Act of 1964, the Americans with Disabilities Act, the Equal
     Pay Act, the Worker Adjustment and Retraining Notification
     Act, the Employee Retirement Income Security Act, the Family
     and Medical and Leave Act, the Older American Workers Act or
     under any applicable state or local laws or ordinances,
     including the Texas Commission on Human Rights Act.
     14.  Legal Fees and Expenses.  The Company agrees to pay
Daseke's reasonable attorneys' fees and expenses, in connection
with the negotiation and execution of this Agreement, not to exceed
$15,000.

     15.  Withholding of Taxes.  The Company may withhold from any
amounts payable under this Agreement all federal, state, city or
other taxes as the Company is required to withhold pursuant to any
law or government regulation or ruling.

     16.  Successors and Binding Agreement.

          (a)  The Company will require any successor (whether
     direct or indirect, by purchase, merger, consolidation,
     reorganization or otherwise) to all or substantially all of
     the business or assets of the Company, by agreement in form
     and substance satisfactory to Daseke, expressly to assume and
     agree to perform this Agreement in the same manner and to the
     same extent the Company would be required to perform if no
     such succession had taken place.  This Agreement will be
     binding upon and inure to the benefit of the Company and any
     successor to the Company, including, without limitation, any
     persons acquiring directly or indirectly all or substantially
     all of the business or assets of the Company whether by
     purchase, merger, consolidation, reorganization or otherwise
     (and such successor shall thereafter be deemed the "Company"
     for the purposes of this Agreement), but will not otherwise be
     assignable, transferable or delegable by the Company.

          (b)  This Agreement will inure to the benefit of and be
     enforceable by Daseke's personal or legal representatives,
     executors, administrators, successors, heirs, distributees and
     legatees.

          (c)  This Agreement is personal in nature and neither of
     the parties hereto shall, without the consent of the other,
     assign, transfer or delegate this Agreement or any rights or
     obligations hereunder except as expressly provided in Sections
     16(a) and 16(b) hereof and with respect to the Company's
     obligation to pay legal fees and expenses under Section 16
     hereof.  Without limiting the generality or effect of the
     foregoing, Daseke's right to receive payments hereunder will
     not be assignable, transferable or delegable, whether by
     pledge, creation of a security interest or otherwise, other
     than by a transfer by Daseke's will or by the laws of descent
     and distribution and, in the event of any attempted assignment
     or transfer contrary to this Section 16(c), the Company shall
     have no liability to pay any amount so attempted to be
     assigned, transferred or delegated, except with respect to
     legal fees and expenses, as and to the extent provided in
     Section 14 hereof.

     17.  Non-Disparagement.  None of the parties to this Agreement
shall say, publish or cause to be published or do any thing that
casts the other party hereto or their officers, directors,
employees or stockholders (collectively, the "Protected
Individuals") in an unfavorable light, or disparage or injure the
goodwill or business reputation of the Protected Individuals or any
relationship of the Protected Individuals with any suppliers,
vendors, customers, employees, contractors and/or investors of or
in the Protected Individuals or the financial community in general.

     18.  Notices.  For all purposes of this Agreement, all
communications, including, without limitation, notices, consents,
requests or approvals, required or permitted to be given hereunder
will be in writing and will be deemed to have been duly given when
hand delivered or dispatched by electronic facsimile transmission
(with receipt thereof orally confirmed), or five business days
after having been mailed by United States registered or certified
mail, return receipt requested, postage prepaid, or three business
days after having been sent by a nationally recognized overnight
courier service such as Federal Express, UPS or Purolator,
addressed to the Company (to the attention of the Secretary of the
Company) at the address set forth on the signature pages of this
Agreement and to Daseke at the address set forth on the signature
pages of this Agreement, or to such other address as either party
may have furnished to the other in writing and in accordance
herewith, except that notices of changes of address shall be
effective only upon receipt.

     19.  Confidentiality.  Each of the parties will keep the terms
of this Agreement and the facts and circumstances underlying
Daseke's resignation strictly confidential, and will cause their
respective affiliates and attorneys to do likewise, except for
mutually agreed disclosures and except to the extent disclosure is
required by law or is necessary for tax, insurance or banking
purposes.  Daseke hereby acknowledges that he is not authorized to
act as a spokesman for the Company on any matter, except as
otherwise expressly permitted by the Board or the Chief Executive
Officer.

     20.  Publicity.  The initial press release relating to this
Agreement shall be a joint release and thereafter the parties
hereto shall, subject to their respective legal obligations
(including requirements of stock exchanges and other similar
regulatory bodies) and Section 19 hereof, consult with each other,
and use reasonable efforts to agree upon the text of any press
release, before issuing any such press release or otherwise making
public statements with respect to the transactions contemplated
hereby and in making any filings with any federal or state
governmental or regulatory agency or with any national securities
exchange with respect thereto.

     21.  Governing Law.  The validity, interpretation,
construction and performance of this Agreement will be governed by
and construed in accordance with the substantive laws of the State
of Texas, without giving effect to the principles of conflict of
laws of such State.

     22.  Validity.  If any provision of this Agreement or the
application of any provision hereof to any person or circumstances
is held invalid, unenforceable or otherwise illegal, the remainder
of this Agreement and the application of such provision to any
other person or circumstances will not be affected, and the
provision so held to be invalid, unenforceable or otherwise illegal
will be reformed to the extent (and only to the extent) necessary
to make it enforceable, valid or legal.

     23.  Miscellaneous.  No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or
discharge is agreed to in writing signed by Daseke and the Company.
No waiver by either party hereto at any time of any breach by the
other party hereto or compliance with any condition or provision of
this Agreement to be performed by such other party will be deemed
a waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time.  No agreements or
representations, oral or otherwise, expressed or implied with
respect to the subject matter hereof have been made by either party
which are not set forth expressly in this Agreement.  Except as
otherwise identified, references to Sections are references to
Sections of this Agreement.

     24.  Survival of Certain Provisions.  Notwithstanding anything
herein to the contrary, the obligations of the Company and Daseke,
as the case may be, under Sections 4, 5, 6, 8, 9, 12, 13, 14, 17,
18 and 19 hereof, to the extent applicable, shall remain operative
and in full force and effect regardless of the expiration, for any
reason, of the Term.

     25.  Counterparts.  This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original
but all of which together will constitute one and the same
agreement.

     26.  Warranty.  Daseke warrants and represents that he is not
a party to any agreement, contract or understanding, whether of
employment or otherwise, which would in any way restrict or
prohibit him from undertaking or performing employment in
accordance with the terms and conditions of this Agreement.

     27.  Board Approval.  By executing this Agreement, the Company
acknowledges that this Agreement has been reviewed and approved by
the Compensation Committee of the Board.

<PAGE>
     IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.


                                   WALDEN RESIDENTIAL PROPERTIES,
                                   INC.


                                   By:     /s/ Marshall Edwards
                                         Marshall Edwards
                                         President and Chief
Acquisitions Officer

                                   Address:

                                   One Lincoln Centre
                                   5400 LBJ Freeway
                                   Suite 400
                                   Dallas, Texas  75240



                                        /s/ Don R. Daseke
                                   Don R. Daseke


                                   Address:






DB972940002
032398 v7
111:14199-25