THIRD AMENDMENT
                       TO MASTER CREDIT FACILITY AGREEMENT


     THIS THIRD AMENDMENT TO MASTER CREDIT FACILITY AGREEMENT (the "Third
Amendment") is made as of the 8th day of August, 1998, by and among (i) BRI OP
LIMITED PARTNERSHIP, a Delaware limited partnership, (the "Borrower"), (ii)
BERKSHIRE REALTY COMPANY, INC., a Delaware corporation (the "REIT"),(iii) BRI
RIVER OAKS LIMITED PARTNERSHIP, a Delaware limited partnership (the "Existing
Subsidiary Guarantor") and BRI HIDDEN OAKS PARTNERSHIP, a Texas general
partnership, and BRI TEXAS APARTMENTS LIMITED PARTNERSHIP, a Delaware limited
partnership (collectively, with the Existing Subsidiary Guarantor, the
"Subsidiary Guarantors")(the Borrower, the REIT and the Subsidiary Guarantors
are sometimes referred to herein individually as a "Borrower Party" and
collectively as the "Borrower Parties"), (iv) WaSHINGTON MORTGAGE FINANCIAL
GROUP, LTD., a Delaware corporation (the "Lender") and (v) FANNIE MAE, a
federally-chartered and stockholder-owned corporation organized and existing
under the Federal National Mortgage Association Charter Act, 12 U.S.C. ss.1716
et seq.

                                    RECITALS

     A. The Borrower, the REIT, the Existing Subsidiary Guarantor and the Lender
are parties to that certain Master Credit Facility Agreement, dated as of
November 17, 1995, as amended by a First Amendment to Master Credit Facility
Agreement, dated September 1, 1996 (the "First Amendment", and by a Second
Amendment to Master Credit Facility Agreement, dated March 1, 1997 (as further
amended from time to time, the "Master Agreement").

     B. All of the Lender's right, title and interest in the Master Agreement
and the Loan Documents executed in connection with the Master Agreement or the
transactions contemplated by the Master Agreement have been assigned to Fannie
Mae pursuant to that certain Assignment of Master Credit Facility Agreement and
Other Loan Documents, dated as of November 17, 1995 (the "Assignment"). Fannie
Mae has not assumed any of the obligations of the Lender under the Master
Agreement or the Loan Documents as a result of the Assignment. Fannie Mae has
designated the Lender as the servicer of the Advances contemplated by the Master
Agreement.

     C. Pursuant to the First Amendment, the Base Facility Credit Commitment was
expanded to $63,345,000.00 and the Revolving Facility Credit Commitment was
reduced to $36,655,000.00.

     D. The parties are executing this Third Amendment pursuant to the Master
Agreement to reflect a complete termination of the Revolving Facility Credit
Commitment.

<PAGE>

     NOW, THEREFORE, the parties hereto, in consideration of the mutual promises
and agreements contained in this Third Amendment and the Master Agreement, and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, hereby agree as follows:

     1. Complete Termination of Revolving Facility Credit Commitment. The
Revolving Facility Credit Commitment is hereby permanently reduced to $0.00, and
the definition of "Revolving Facility Credit Commitment", and all corresponding
references to "Revolving Facility Credit Commitment, are hereby deleted.

     2. Definition of Base Facility Credit Commitment. The definition of "Base
Facility Credit Commitment" is hereby replaced in its entirety by the following
new definition:

          "Base Facility Credit Commitment" means an amount equal to
     $63,345,000.00.

     3. Obligations. The Master Agreement is hereby amended to include the
following definition of Obligations:

          "Obligations" means the aggregate of the obligations of each of the
     Borrower Parties under this Agreement and the other Loan Documents,
     including the repayment of the Advances in accordance with the terms of the
     Loan Documents.

     4. Limitation on Recourse and Other Changes. Articles V, VIII, IX, XIII and
XV of the Master Agreement (other than the covenants contained in Sections
13.01(a), (b), (c), (e), (f), (g), (h), (k), (1) and (m), Sections 13.02(a),
(c), (d}, (e), (f), (j) and Section 13.03(d) of the Master Agreement) are hereby
deleted.

     5. Non-Recourse Liability. The Master Agreement is hereby amended to
include the following Article XX:

                                   "ARTICLE XX

                          "LIMITS ON PERSONAL LIABILITY

"SECTION 20.01     Limits on Personal Liability.

     "SECTION 20.01(a) Limits on Personal Liability. Except as otherwise
provided in this Article, no Borrower Party shall have any personal liability
under this Agreement, the Notes, the Security Instrument or any other Loan
Document for the performance of any Obligations of any Borrower Party under the
Loan Documents, and the Lender's only recourse for the payment and performance
of the Obligations shall be the Lenders exercise of its rights and remedies with
respect to the Mortgaged Property and any other Collateral held by the Lender as
security for the


                                                                 Third Amendment
                                             to Master Credit Facility Agreement

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<PAGE>

Obligations. This limitation on the Borrower Parties' liability shall not limit
or impair the Lender's enforcement of its rights against any guarantor of all or
part of the Obligations, but, if such guarantor is a Borrower Party, such
guarantor's liability shall also be limited to the extent set forth in this
Article.

     "SECTION 20.01(b) Exceptions to Limits on Personal Liability. The Borrower
Parties shall be personally liable to the Lender on a joint and several basis
for the repayment of a portion of the Advances and other amounts due under the
Loan Documents equal to any loss or damage suffered by the Lender as a result of
(1) failure of any Borrower Party to pay to the Lender upon demand after an
Event of Default, all Rents to which the Lender is entitled under Section 26 of
the Security Instrument encumbering the Mortgaged Property and the amount of all
security deposits collected by the Borrower Party from tenants then in
residence; (2) failure of any Borrower Party to apply all insurance proceeds and
condemnation proceeds as required by the Security Instrument encumbering the
Mortgaged Property; (3) failure of the Borrower Party to comply with the last
paragraph of Section 13.01(b) relating to the delivery of books and records,
statements, schedules and reports; (4) fraud or written material
misrepresentation by any Borrower Party or any officer, director, partner,
member or employee of any Borrower Party in connection with the application for
or creation of the Obligations or any request for any action or consent by the
Lender; or (5) failure to apply Rents, first, to the payment of reasonable
operating expenses and then to amounts ("Debt Service Amounts") payable under
the Loan Documents (except that the Borrower Party will not be personally liable
(i) to the extent that the Borrower Party lacks the legal right to direct the
disbursement of such sums because of a bankruptcy, receivership or similar
judicial proceeding, or (ii) with respect to Rents of a Mortgaged Property that
are distributed in any calendar year if the Borrower Party has paid all
operating expenses and Debt Service Amounts for that calendar year).

     "SECTION 20.01(c) Full Recourse. The Borrower Parties shall become
personally liable to the Lender for the performance of all Obligations upon the
occurrence of any of the following Events of Default under Section 16.01(b) of
the Master Agreement: (1) failure to perform or observe the terms, covenants and
conditions under Sections 13.02(c), which failure continues after 30 days
written notice thereof, or 13.02(d) of the Master Agreement; or (2) failure to
perform or observe the terms, covenants and conditions under Paragraph F of the
Rider to the Security instrument.

     "SECTION 20.01(d) Permitted Transfer Not Release. No Transfer by any
Borrower Party of its Ownership Interests in any other Borrower Party shall
release the Borrower Party from liability under this Article, this Agreement or
any other Loan Document, unless the Lender shall have approved the Transfer and
shall have expressly released the Borrower Party in connection with the
Transfer.

     "SECTION 20.01(e) Miscellaneous. To the extent that a Borrower Party has
personal liability under this Section, the Lender may exercise its rights
against the Borrower Party

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                                             to Master Credit Facility Agreement


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<PAGE>

personally without regard to whether the Lender has exercised any rights against
the Mortgaged Property or any other security, or pursued any rights against any
guarantor, or pursued any other rights available to the Lender under the Loan
Documents or applicable law. For purposes of this Article, the term "Mortgaged
Property" shall not include any funds that (1) have been applied by any Borrower
Party as required or permitted by the Loan Documents prior to the occurrence of
an Event of Default, or (2) are owned by a Borrower Party and which the Borrower
Party was unable to apply as required or permitted by the Loan Documents because
of a bankruptcy, receivership, or similar judicial proceeding."

     6. Termination Fee. Concurrently with the execution of this Third
Amendment, the Borrower is paying to the Lender a termination fee equal to the
excess of (i) $144,013.42, over (ii) the product obtained by multiplying (A) the
number of days in the period commencing July 1, 1998 to and including the date
of this Third Amendment, by (B) $162.91, which the parties hereby agree is the
amount due as a termination fee under Section 9.03(b) of the Master Agreement.

     7. Expenses. In accordance with Section 13.01(k) and the other provisions
of the Master Agreement, the Borrower will pay the Lender's and Fannie Mae's
costs and expenses, including legal fees and expenses, incurred in connection
with this Third Amendment and the transactions contemplated hereunder.

     8. Capitalized Terms. All capitalized terms used in this Third Amendment
which are not specifically defined herein shall have the respective meanings set
forth in the Master Agreement.

     9. Full Force and Effect. Except as expressly modified by this Third
Amendment, all terms and conditions of the Master Agreement shall continue in
full force and effect.

     10. Counterparts. This Third Amendment may be executed in counterparts by
the parties hereto, and each such counterpart shall be considered an original
and all such counterparts shall constitute one and the same instrument.

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<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.



                      THE BORROWER:

                      BRI OP LIMITED PARTNERSHIP, a Delaware limited partnership

                      By:   Berkshire Apartments, Inc., a Delaware corporation, 
                            its General Partner

                            By: /s/ Marianne Pritchard
                               ----------------------------------
                               Name:   Marianne Pritchard
                                     ----------------------------
                               Title:  Executive Vice President
                                     ----------------------------


                      THE REIT:

                      BERKSHIRE REALTY COMPANY, INC., a Delaware corporation

                      By: /s/ Marianne Pritchard
                         ----------------------------------
                         Name:   Marianne Pritchard
                               ----------------------------
                         Title:  Executive Vice President
                               ----------------------------


                      THE EXISTING SUBSIDIARY GUARANTOR:

                      BRI RIVER OAKS LIMITED PARTNERSHIP, a Delaware limited
                      partnership

                      By:   BRI River Oaks-II, Inc., a Delaware corporation, 
                            its general partner

                            By: /s/ Marianne Pritchard
                               ----------------------------------
                               Name:   Marianne Pritchard
                                     ----------------------------
                               Title:  Executive Vice President
                                     ----------------------------


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<PAGE>

                      THE SUBSIDIARY GUARANTORS:

                      BRI HIDDEN OAKS PARTNERSHIP (formerly known as L & V
                      Hidden Oaks Partnership), a Texas general partnership

                      By:   BRI Texas Apartments Limited Partnership, a Delaware
                            limited partnership, a general partner

                            By:   BRI Texas Apartments-II, Inc., an Alabama 
                                  corporation, its general partner

                                  By: /s/ Marianne Pritchard
                                    ----------------------------------
                                    Name:   Marianne Pritchard
                                          ----------------------------
                                    Title:  Executive Vice President
                                          ----------------------------


                      BRI TEXAS APARTMENTS LIMITED PARTNERSHIP, a
                      Delaware limited partnership

                      By:   BRI Texas Apartments-II, Inc., an Alabama 
                            corporation, its general partner

                            By: /s/ Marianne Pritchard
                               ----------------------------------
                               Name:   Marianne Pritchard
                                     ----------------------------
                               Title:  Executive Vice President
                                     ----------------------------


                      THE LENDER

                      WMF WASHINGTON MORTGAGE CORP., a Delaware corporation 
                      f/k/a

                      WASHINGTON MORTGAGE FINANCIAL GROUP, LTD., a
                      Delaware corporation

                      By: /s/ G. Scott Carter
                         ----------------------------------
                         Name:   G. Scott Carter
                               ----------------------------
                         Title:  Vice President
                               ----------------------------


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<PAGE>

                      FANNIE MAE:

                      FANNIE MAE, a federally-chartered and stockholder-owned 
                      corporation organized and existing under the Federal 
                      National Mortgage Association Charter Act, 12 U.S.C. ss. 
                      1716 et seq.

                      By: 
                         ----------------------------------
                         Name:   
                               ----------------------------
                         Title:  
                               ----------------------------





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