**Exhibit 10.5**

** **

**Berkshire Income Realty, Inc.One Beacon Street, Suite 1500Boston, Massachusetts  02108**

** **

** **
|                               | March 5,  2003 |
|------------------------------------|----------------|
|                               |           |
|                               |           |
| Krupp  Government Income Trust     |           |
| Krupp  Government Income Trust II  |           |
| One Beacon  Street                 |           |
| Boston,  Massachusetts  02108 |           |

 

Gentlemen:

 

Reference is made to the Waiverand Standstill Agreement, dated as of August 22, 2002, by and among KruppGovernment Income Trust (“GIT”), Krupp Government Income Trust II(“GIT II” and, collectively with GIT, the “Trusts”),Berkshire Income Realty, Inc. and Berkshire Income Realty-OP, L.P. (the “WaiverAgreement”). This is to confirm our agreement that, notwithstanding thefirst sentence of Section 2.3 of the Waiver Agreement, the expiration dateof the exemption granted by the Trusts in Section 2.1 of the WaiverAgreement is hereby extended from March 31, 2003 to June 30,2003.  Except for the foregoing, all ofthe terms and conditions of the Waiver Agreement remain in full force andeffect.

Kindly confirm the foregoing bysigning below.

 
|   | BERKSHIRE  INCOME REALTY, INC.                              |
|--------|-------------------------------------------------------------|
|   |                                                        |
|   |                                                        |
|   | By:                                                         | /s/ David C.  Quade |   |
|   |                                                        | Name: | David C.  Quade |
|   |                                                        | Title: | President |
|   |                                                        |   |   |
|   |                                                        |
|   | BERKSHIRE  INCOME REALTY-OP, L.P.                           |
|   | by:                                                         | Berkshire  Income Realty, Inc., its General Partner |
|   |                                                        |
|   |                                                        |
|   | By:                                                         | /s/ David C.  Quade |   |
|   |                                                        | Name: | David C.  Quade |
|   |                                                        | Title: | President |
|   |                                                        |   |   |
|   |                                                        |
|   | Acknowledged and agreed as of the date first above written: |
|   |                                                        |
|   |                                                        |
|   | KRUPP  GOVERNMENT INCOME TRUST                              |
|   |                                                        |
|   |                                                        |
|   | By:                                                         |  /s/ Douglas Krupp |   |
|   |                                                        | Name: | Douglas  Krupp |
|   |                                                        | Title: | Chairman |
|        |                                                             |  |  |  |  |

 

----

 
|   | KRUPP  GOVERNMENT INCOME TRUST II |
|--------|----------------------------------------|
|   |                                   |
|   |                                   |
|   | By:                                    | /s/ Douglas  Krupp |   |
|   |                                   | Name: | Douglas  Krupp |
|   |                                   | Title: | Chairman |
|        |                                        |  |  |  |

 

**[Signature Page to Waiver AgreementAmendment]**

 

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