**Exhibit 10.5**

 

**Berkshire Income Realty, Inc.**

**One Beacon Street,Suite 1500**

**Boston,Massachusetts  02108**

 

March 5, 2003

 

 

Krupp Government Income Trust

Krupp Government Income TrustII

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 ouragreement that, notwithstanding the first sentence of Section 2.3 of theWaiver Agreement, the expiration date of the exemption granted by the Trusts inSection 2.1 of the Waiver Agreement is hereby extended from March 31,2003 to June 30, 2003.  Except forthe foregoing, all of the terms and conditions of the Waiver Agreement remainin full force and effect.

 

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 |   |
|                                |                                                              |  |  |  |  |  |  |

 

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