EXHIBIT 10.3
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      ASSIGNMENT AND ASSUMPTION OF LIMITED PARTNERSHIP INTERESTS
      ----------------------------------------------------------

     THIS ASSIGNMENT (this "Assignment") is made and entered into as of
the 14th day of August, 2003, by and between ERI CASTLE CREEK, INC., a
Delaware corporation ("Assignor"), and AMLI RESIDENTIAL PROPERTIES, LLC, a
Delaware limited liability company ("Assignee").


                               RECITALS
                               --------

     A.    Assignor is the sole limited partner in AMLI at Castle Creek,
L.P., a Delaware limited partnership (the "Partnership"), pursuant to that
certain Agreement of Limited Partnership of AMLI at Castle Creek, L.P.,
dated as of December 29, 1998, as amended (the "Partnership Agreement";
capitalized terms used herein and not defined herein shall have the
meanings given them in the Partnership Agreement).

     B.    The Partnership owns real property located in Indianapolis,
Indiana, upon which the Partnership owns, operates and manages an apartment
community known as Amli at Castle Creek (the "Community").

     C.    Assignor desires to assign and Assignee desires to acquire all
of Assignor's right, title and interest in Assignor's limited partnership
interests in the Partnership (the "Assigned Interests") and all interests,
rights and obligations under the Partnership Agreement with respect to the
Assigned Interests only, as hereinafter provided.

           NOW, THEREFORE, in consideration of the foregoing Recitals, and
the warranties and mutual covenants set forth herein, Assignor and Assignee
hereby agree as follows:

           1.    ASSIGNMENT OF ASSIGNED INTERESTS.  Assignor hereby sells,
     assigns, transfers, conveys and delivers to Assignee, free and clear
     from any liens, encumbrances or defects of title, and Assignee hereby
     accepts, acquires and takes assignment and delivery of, the Assigned
     Interests, including, but not limited to, all right, title and
     interest in and to the properties (real and personal), capital, cash
     flow distributions, profits and losses of the Partnership relating or
     allocable to the Assigned Interests.

           2.    PURCHASE PRICE.  In consideration of the sale,
     assignment, transfer, conveyance and delivery of the Assigned
     Interests, upon the execution hereof Assignee shall pay to Assignor
     cash in the amount of $14,069,527, determined in accordance with
     Schedule A hereto and as adjusted in accordance with Sections 4 and 5
     below (the "Purchase Price"). The Purchase Price shall be paid not
     later than 11:00 a,m., Chicago time, on the Effective Date by wire
     transfer to such account as shall be provided in writing by Assignor.

           3.    EFFECTIVE DATE.  The assignment herein made is effective
     as of the date of this Assignment (the "Effective Date"). For all
     periods up to, but not including, the Effective Date, that portion of
     the net profits or net losses of the Partnership that are allocable
     to the Assigned Interests in accordance with the Partnership
     Agreement shall be credited, charged or distributed, as the case may
     be, to Assignor and not to Assignee and, for all periods from and
     after the Effective Date, that portion of the net profits or net
     losses of the Partnership allocable to the Assigned Interests shall
     be credited, charged or distributed, as the case may be, to Assignee
     and not to Assignor.



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     4.    PRORATIONS.

           (a)   On or prior to October 31, 2003, Assignor and Assignee
     shall agree upon the prorations set forth in this Section 4.  Any
     payments owing as a result of such prorations shall be made as soon
     as reasonably practicable after such agreement is reached.  For
     purposes of making the prorations, the Effective Date shall belong to
     Assignee and all prorations hereinafter provided to be made as of the
     Effective Date shall each be made as of the end of the day before the
     Effective Date. In each such proration set forth below, the portion
     thereof applicable to periods beginning as of the Effective Date
     shall be credited or charged to Assignee and the portion thereof
     applicable to periods ending immediately prior to the Effective Date
     shall be credited or charged to Assignor.

                 1.   TAXES AND ASSESSMENTS.  General real estate taxes
           and assessments imposed by governmental authority and any
           assessments imposed by private covenant constituting a lien or
           charge on the Community for all tax periods through and
           including the then current calendar year or other current tax
           period (collectively, "Taxes") not yet due and payable shall be
           prorated; provided, however, that an initial estimated
           proration of Taxes for all periods prior to the Effective Date
           has been reflected in the Purchase Price as set forth on
           Schedule A hereto. If a final tax bill for any period is
           available prior to the proration under this Section 4(a), the
           Taxes for such period shall be allocated on a fair and
           equitable basis according to this Section 4(a) as a final
           proration, with a final and complete proration of Taxes for all
           other tax periods, for which final tax bills are not available
           prior to the proration under this Section 4(a), to be made
           pursuant to Section 4(b); provided, that, if the final tax
           bills for all periods are available prior to the proration
           under this Section 4(a), the Taxes and all other items to be
           prorated shall be allocated on a fair and equitable basis
           according to this Section 4(a) as a final proration.

                 2.   REVENUES.  All revenues and income, including, but
           not limited to, collected rent and other collected income (and
           any applicable state or local tax on rent) under apartment
           leases in effect on the Effective Date, shall be prorated.
           Assignee and AMLI Residential Properties, L,P., a Delaware
           limited partnership ("AMLI"), agree to make all reasonable
           efforts to collect, and to cause the Partnership to collect,
           any rents applicable to the period prior to the Effective Date.
           Any prepaid rents for the period on or after the Effective Date
           shall be credited to Assignee.

                 3.  UTILITIES.  Utilities, including water, sewer,
           electric, and gas, based upon the last reading of meters prior
           to the Effective Date shall be prorated. The Partnership shall
           endeavor to obtain meter readings on the day before the
           Effective Date, and if such readings are obtained, the
           proration of such items shall be based upon such readings.

                 4.   FEES AND CHARGES UNDER SERVICE CONTRACTS. Fees and
           charges under contracts for the provision of services to the
           Partnership based upon the periods to which such service
           contracts relate shall be prorated.

                 5.   EXPENSES. All other costs and expenses of the
           Partnership not otherwise specifically set forth in this
           Section 4(a) shall be prorated.







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                 6.   DEPOSITS.  Nonrefundable deposits held by the
           Partnership which would be available for distribution to the
           Partners if the Partnership were to be liquidated shall be
           prorated.

           (b)   If a final proration with respect to any Taxes cannot be
     made under this Section 4 on or before October 31, 2003, then
     Assignee and Assignor agree to perform a final proration of such
     Taxes and any other remaining undetermined items on a fair and
     equitable basis as soon as the applicable tax bills for such tax
     periods are available, with final adjustment to be made as soon as
     reasonably possible thereafter. Payments in connection with the final
     adjustment shall be made as soon as reasonably practicable after such
     final adjustment is agreed upon.

           (c)   Assignor shall have reasonable access to, and the right
     to inspect and audit, the Partnership's books to confirm the
     prorations. Any such audit shall be at Assignor's sole cost and
     expense; provided, however, that in the event any such audit reveals
     an underpayment to Assignor in excess of $5,000, then Assignee shall
     pay for the cost and expense of such audit.

     5.    EARNOUT.

           (a)   For purposes of this Section 5, the terms set forth below
     shall have the following meanings.

                 "Actual Revenues" means the actual Total Property
           Revenues for the Earnout Period.

                 "Calculated NOI" means Actual Revenues less Projected
           Expenses.

                 "Earnout Period" means the 12-month period beginning on
           the one-year anniversary of the first day of the first month
           following the Effective Date.

                 "Projected Expenses" means $1,197,740.

                 "Projected NOI" means $1,761,853.

           (b)   Within 30 days after the end of the Earnout Period,
     Assignor and Assignee shall determine the earnout, if any, to be paid
     by Assignee to Assignor. If the Calculated NOI is equal to or less
     than the Projected NOI, then no payment under this Section 5(b) is
     required and the parties shall have no further obligations to each
     other under this Assignment. If the Calculated NOI exceeds the
     Projected NOI, then the value of the earnout (the "Earnout") shall
     equal (i) the difference between the Calculated NOI and the Projected
     NOI divided by (ii) 0.09. The payment by Assignee to Assignor shall
     equal the Earnout multiplied by 0.30.



















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           (c)   In no event shall the Earnout calculated pursuant to
     Section 5(b) of this Assignment, together with the earnout calculated
     pursuant to Section 5(b) of the Assignment and Assumption of Limited
     Partnership Interests (the "Creekside Agreement") of even date
     herewith between ERI Creekside, Inc. and AMLI Residential Properties,
     LLC (the "Creekside Earnout"), exceed $2,200,000. In the event that
     the Earnout plus the Creekside Earnout exceeds $2,200,000, the
     Earnout and the Creekside Earnout shall each be reduced in proportion
     to the actual earnouts calculated so that the total earnouts
     determined pursuant to this Section 5(b) and Section 5(b) of the
     Creekside Agreement equal $2,200,000. For example, if the Earnout as
     calculated equals $1,000,000 and the Creekside Earnout as calculated
     equals $1,500,000, then the Earnout would be reduced to $880,000
     ($1000/$2500 x $2,200,000) and the Creekside Earnout would be reduced
     to $1,320,000 ($1500/$2500 x $2,200,000). The resulting payment to
     Assignor under this example with respect to Castle Creek would equal
     $880,000 x 0.30 or $264,000.

     6.    REPRESENTATIONS OF ASSIGNOR.  Assignor hereby represents and
warrants to Assignee that:

           (a)   Assignor is duly organized and validly existing under the
     laws of the state of its organization and has been duly authorized by
     all necessary and appropriate action to enter into this Assignment
     and to consummate the transactions contemplated hereby, This
     Assignment is a valid and binding obligation of Assignor, enforceable
     against Assignor in accordance with its terms, except insofar as
     enforceability may be affected by bankruptcy, insolvency or similar
     laws affecting creditor's rights generally and the availability of
     any particular equitable remedy.

           (b)   Assignor is the record and beneficial owner of all of the
     Assigned Interests, free and clear of any lien, claim, option, call,
     right of first refusal, charge, encumbrance, restriction on transfer
     (other than any restriction under the Securities Act of 1933, as
     amended, or state securities or "blue sky" laws) or other right of
     any other party. The Assigned Interests represent all of Assignor's
     ownership interest in the Partnership.

           (c)   Assignor's execution and delivery of this Assignment, its
     performance of its obligations hereunder and its consummation and the
     validity of the transactions contemplated hereby do not require it to
     obtain any consent, approval or action of, or make any filing with or
     give any notice to, any corporation, person or firm or any public,
     governmental or regulatory body or judicial authority.

     7.    REPRESENTATIONS OF ASSIGNEE.  Assignee hereby represents and
warrants to Assignor that:

           (a)   Assignee is duly organized and validly existing under the
     laws of the state of its organization and has been duly authorized by
     all necessary and appropriate action to enter into this Assignment
     and to consummate the transactions contemplated hereby, This
     Assignment is a valid and binding obligation of Assignee, enforceable
     against Assignee in accordance with its terms, except insofar as
     enforceability may be affected by bankruptcy, insolvency or similar
     laws affecting creditor's rights generally and the availability of
     any particular equitable remedy.

           (b)   Assignee's execution and delivery of this Assignment, its
     performance of its obligations hereunder and its consummation and the
     validity of the transactions contemplated hereby do not require it to
     obtain any consent, approval or action of, or make any filing with or
     give any notice to, any corporation, person or firm or any public,
     governmental or regulatory body or judicial authority.





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     8.    ASSUMPTION BY ASSIGNEE.  Assignee hereby (i) accepts the
Assigned Interests and all rights of Assignor under the Partnership
Agreement in respect thereof and (ii) assumes (A) all of the liabilities of
the Partnership as they relate to the Assigned Interests accruing on or
after the date of this Assignment and (B) all obligations of Assignor under
the Partnership Agreement in respect of the Assigned Interests, and agrees
to be bound by the provisions thereof with respect thereto. In no event
shall the liabilities assumed by Assignee include any federal or state
income tax liabilities of Assignor relating to the Partnership or the
Assigned Interests incurred or accrued, whether known or unknown, as of the
date hereof.

     9.    GUARANTOR.  AMLI hereby confirms its agreement to act as
guarantor of all of Assignee's payment obligations to Assignor under this
Assignment.

     10.   SALE OF COMMUNITY.  For a period of two (2) years from the
Effective Date, neither AMLI nor any of its Affiliates shall cause the
Partnership to sell or otherwise dispose of the Community (other than with
respect to any condemnation or other involuntary disposition).

     11.   NO BROKERS.  No broker, finder or similar intermediary has
acted for or on behalf of, or is entitled to any broker's, finder's or
similar fee or other commission from, Assignor or Assignee or any of their
respective Affiliates in connection with this Assignment or the
transactions contemplated hereby.

     12.   FURTHER ASSURANCES.  Each party, at its sole cost and expense,
upon request of the other party, shall execute and deliver such further
instruments and do or cause to be done such further acts as may be
necessary to be done by such party to effectuate and confirm the assignment
of the Assigned Interests.

     13.   MUTUAL RELEASE.

           (a)   As of the Effective Date, except as explicitly provided
     in this Assignment or except where such liabilities arise from or are
     caused by the gross negligence, willful misconduct or fraud of
     Assignee, the Partnership, AMLI or their Affiliates, as the case may
     be, Assignor, on its behalf and on behalf of each of its Affiliates
     and each of their respective representatives, agents, successors,
     assigns, officers, directors, members, managers, employees and each
     of them (collectively, the "Assignor Parties") hereby irrevocably
     waives, releases and discharges, absolutely and forever, Assignee,
     the Partnership and AMLI and each of their Affiliates from any and
     all liabilities to Assignor or the other Assignor Parties of any kind
     and nature whatsoever (including in respect of any rights of
     contribution or indemnification) in respect of facts, events,
     circumstances or conditions occurring or arising prior to the
     Effective Date.

           (b)   As of the Effective Date, except as explicitly provided
     in this Assignment or except where such liabilities arise from or are
     caused by the gross negligence, willful misconduct or fraud of
     Assignor or its Affiliates, as the case may be, each of Assignee, the
     Partnership and AMLI, on its behalf and on behalf of each of their
     respective Affiliates and each of their respective representatives,
     agents, successors, assigns, officers, directors, members, managers,
     employees and each of them (collectively, the "Assignee Parties")
     hereby irrevocably waives, releases and discharges, absolutely and
     forever, the Assignor and each of its Affiliates, from any and all
     liabilities to Assignee, the Partnership, AMLI or the other Assignee
     Parties of any kind and nature whatsoever (including in respect of
     any rights of contribution or indemnification) in respect of facts,
     events, circumstances or conditions occurring or arising prior to the
     Effective Date.




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     14.   INDEMNIFICATION.

           (a)   Assignee hereby agrees to indemnify and hold Assignor
     free and harmless from and against any and all actions, causes of
     action, or suits brought against it by third parties (each, a "Third
     Party Claim") for losses, liabilities, damages and expenses,
     including, without limitation, reasonable attorneys' fees and
     disbursements (collectively, "Damages") arising from any such Third
     Party Claim, incurred by Assignor as a result of or relating to
     Assignor's status as a limited partner of the Partnership, except to
     the extent such Damages are caused by the gross negligence, willful
     misconduct or fraud of Assignor.

           (b)   Assignor shall give notice as promptly as practicable to
     Assignee of the assertion of any Third Party Claim; provided, that
     the failure of Assignor to give notice shall not relieve Assignee of
     its obligations under this Section 14 except to the extent (if any)
     that Assignee shall have been prejudiced thereby. Assignee may, at
     its election and own expense, upon notice to Assignor, assume the
     defense thereof. If Assignee assumes such defense, Assignor shall
     have the right (but not the obligation) to participate in the defense
     thereof and to employ counsel, at its own expense, separate from the
     counsel employed by Assignee. Whether or not Assignee chooses to
     defend or prosecute any such Third Party Claim, each of the parties
     hereto shall cooperate in the defense or prosecution thereof.

     15.   TAX MATTERS.  Pursuant to Section 708(b)(1)(B) of the Internal
Revenue Code of 1986, as amended (the "Code"), the sale of the Assigned
Interests pursuant to this Assignment will cause the Partnership to
terminate for federal income tax purposes only on the Effective Date and
the taxable year of the Partnership to end. AMLI shall (i) cause to be
prepared all federal and state income and franchise tax returns of the
Partnership for its taxable year ending on the Effective Date (the
"Pre-Termination Tax Returns") and (ii) provide all such Pre-Termination
Tax Returns to Assignor for its review and approval, which approval shall
not be unreasonably withheld or delayed, at least 5 business days prior to
the proposed filing date of such Pre-Termination Tax Returns. The costs of
preparing the Pre-Termination Tax Returns shall be borne by the
Partnership. AMLI shall continue to act as the "tax matters partner," as
such term is defined in Section 6231(a)(7) of the Code, of the Partnership
for all taxable years of the Partnership ending on or prior to the
Effective Date. AMLI shall promptly notify Assignor of any administrative
or judicial tax proceeding with respect to any Pre-Termination Tax Returns
of the Partnership. In its capacity as the tax matters partner of the
Partnership, AMLI shall not (i) take any action which could have an adverse
effect on Assignor without the prior written consent of Assignor, which
consent shall not be unreasonably withheld or delayed, or (ii) refrain from
taking any action, which failure to act could have an adverse effect on
Assignor, without giving Assignor prompt and timely advance notice thereof
and the opportunity to act. Without limitation on the foregoing, AMLI shall
not file or permit the Partnership to file any amended federal or state
income or franchise tax return of the Partnership for any taxable year of
the Partnership ending on or prior to the Effective Date, or make or revoke
or permit the Partnership to make or revoke any tax election or other
determination with respect thereto, without the prior written consent of
Assignor, which consent shall not be unreasonably withheld or delayed. AMLI
shall, and shall cause the Partnership (as constituted after the Effective
Date) to, cooperate fully with Assignor, to the extent reasonably requested
by Assignor and at Assignor's cost and expense (only to the extent such
cooperation with Assignor results in incremental costs and expenses to be
incurred by AMLI and/or the Partnership), in connection with any audit,
litigation or other tax proceeding involving Assignor with respect to any
federal or state income or franchise tax return of the Partnership for any
taxable year of the Partnership ending on or prior to the Effective Date.






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     16.   SUCCESSORS AND ASSIGNS.  This Assignment shall be binding upon
and inure to the benefit of Assignor and Assignee and the respective heirs,
legal representatives, successors and assigns of each.

     17.   SURVIVAL OF REPRESENTATIONS.  The representations, warranties,
covenants, indemnities and agreements of the parties contained in this
Assignment are the only such terms made or relied upon by the parties and
shall survive the consummation of the transactions contemplated hereby.

     18.   MODIFICATION AND WAIVER.  No supplement, modification, waiver
or termination of this Assignment or any provision hereof shall be binding
unless executed in writing by the parties to be bound thereby. No waiver of
any of the provisions of this Assignment shall constitute a waiver of any
other provision (whether or not similar), nor shall such waiver constitute
a continuing waiver unless otherwise expressly provided.

     19.   GOVERNING LAW.  This Assignment shall be construed and enforced
in accordance with the laws of the State of Delaware applicable to
agreements made and to be performed entirely within said state.

     20.   RECOURSE TO AMLI. ANYTHING CONTAINED HEREIN TO THE CONTRARY
NOTWITHSTANDING, NO PERSONAL LIABILITY OR PERSONAL DEFICIENCY JUDGMENT
SHALL BE ASSERTED OR ENFORCED AGAINST ANY PARTNERS OF AMLI, AGAINST THE
TRUSTEES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SHAREHOLDERS OR PRINCIPALS
OF SUCH PARTNERS, OR AGAINST THE ASSETS OF ANY SUCH PARTIES, FOR PAYMENT OF
ANY AMOUNT HEREUNDER OR FOR OBSERVANCE OR PERFORMANCE OF ANY OF THE
OBLIGATIONS OF AMLI, ASSIGNEE OR THE PARTNERSHIP. NOTHING CONTAINED ABOVE
SHALL LIMIT THE REMEDIES AGAINST ANY PERSON FOR SUCH PERSON'S FRAUD OR
INTENTIONAL MISCONDUCT, IN WHICH EVENT SUCH REMEDIES SHALL BE DETERMINED BY
APPLICABLE LAW.

                         *    *    *    *    *






































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     IN WITNESS WHEREOF, this Assignment is executed as of the day and
year first above written.


                      ASSIGNOR:
                      --------

                      ERI CASTLE CREEK, INC.


                      By:   /s/ Hugh Scott
                            ------------------------------
                            Name:  Hugh Scott
                            Title: President



                      ASSIGNEE:
                      --------

                      AMLI RESIDENTIAL PROPERTIES, LLC

                      By:   AMLI Residential Properties, L.P.,
                            Its managing member

                            By:   AMLI Residential Properties Trust,
                                  Its general partner


                                  By:  /s/ Fred Shapiro
                                       ------------------------------
                                       Name:  Fred Shapiro
                                       Title: Senior Vice President



                      For purposes of Section 13(b) only:
                      ----------------------------------

                      AMLI AT CASTLE CREEK, L.P.

                      By:   AMLI Residential Properties, L.P.,
                            Its general partner

                            By:   AMLI Residential Properties Trust,
                                  Its general partner


                                  By:
                                       ------------------------------
                                       Name:  Fred Shapiro
                                       Title: Senior Vice President


















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                      For purposes of Sections 4(a)(2), 9, 10, 13(b)
                      and 15 only:
                      ----------------------------------------------

                      AMLI RESIDENTIAL PROPERTIES, L.P.

                      By:   AMLI Residential Properties Trust
                            Its general partner

                            By:   AMLI Residential Properties Trust,
                                  Its general partner


                                  By:  /s/ Fred Shapiro
                                       ------------------------------
                                       Name:  Fred Shapiro
                                       Title: Senior Vice President





















































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                              SCHEDULE A

                     Calculation of Purchase Price



     Partnership Value                                 $23,850,000

     Assignor's percentage interest                            60%

     Value of Assignor's partnership interest          $14,310,000

     LESS: Assignor's share of unpaid real estate
       taxes accrued by the Partnership and relating
       to all periods prior to the Effective Date (1)  $   240,473

     Purchase Price to be paid to Assignor by
       Assignee on the Effective Date                  $14,069,527


     (1)   This amount reflects the Assignor's pro rata portion of the
           Partnership's estimated real estate taxes for all periods prior
           to the Effective Date and which the Partnership has not yet
           paid as of the Effective Date. Because the Partnership makes
           distributions to its partners on a cash basis, this amount
           reflects the excess distributions received by Assignor from the
           Partnership as a result of non-payment of the taxes. The
           Purchase Price is, therefore, reduced by this amount. A final
           proration of the real estate taxes will be completed in
           accordance with Section 4 of the Assignment upon receipt by the
           Partnership of the final tax bill.







































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