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                                                                   EXHIBIT 10.15

                             JDN REALTY CORPORATION

                              EMPLOYMENT AGREEMENT


          THIS AGREEMENT, dated as of December 1, 1996 (the "Effective Date"),
is by and between WILLIAM J. KERLEY (the "Employee") and JDN REALTY CORPORATION,
a Maryland corporation (the "Company").

                                  WITNESSETH:

          WHEREAS, the Employee and the Company entered into an Employment
Agreement dated as of May 1, 1996, and the Employee and the Company desire to
amend the terms and conditions of that Employment Agreement effective the date
hereof by entering into this Agreement, which is intended to supersede and
replace in all respects all previous employment agreements between the parties
hereto; and

          WHEREAS, the Employee desires to be employed by the Company, and the
Company desires to employ the Employee, on the terms, covenants and conditions
hereinafter set forth in this Agreement.

          NOW, THEREFORE, for the reasons set forth above, and in consideration
of the mutual promises and agreements herein set forth, the Company and the
Employee agree as follows:

          1.  EMPLOYMENT.
              ----------

          Subject to the terms and conditions set forth in this Agreement, on
and as of the Effective Date the Company hereby employs and engages the Employee
to hold the titles of Chief Financial Officer, Secretary and Treasurer of the
Company and perform the duties of such positions as set forth in the Company's
Bylaws and as designated by the board of directors of the Company (the "Board of
Directors").  In such capacities, and subject to review by the Board of
Directors, the Employee shall also perform such duties and responsibilities as
may be assigned to him from time to time by the Board of Directors.  The
Employee hereby accepts such employment and agrees to serve the Company as an
officer for the term of this Agreement.

          2.  TERM OF EMPLOYMENT.
              ------------------

          Except as otherwise provided herein, the term of this Agreement shall
be for two (2) years commencing on the Effective Date and ending on the second
anniversary of the Effective Date (the "Employment Term").  While the Employee
is employed hereunder, the Employment Term shall automatically be extended for
one (1) year upon the occurrence of an anniversary of the Effective Date, unless
either party has given notice of intention to terminate ninety (90) days prior
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to such anniversary of the Effective Date, or unless the Employee's employment
has otherwise terminated as hereinafter provided.

          3.  DEVOTION TO DUTIES.
              ------------------

          The Employee agrees that during the period that he is employed
hereunder, he shall devote substantially all his business time and attention to
the business and affairs of the Company, shall use his best efforts to promote
the interests of the Company and shall not enter into any other business
affiliations or arrangements without the prior written consent of the Company.

          4.  COMPENSATION OF EMPLOYEE.
              ------------------------

          4.1.  BASE SALARY.  During the term of this Agreement, the Company
                -----------
shall pay to the Employee as compensation for the services to be performed by
the Employee a base salary of One Hundred Forty Thousand Dollars ($140,000) per
year (the "Base Salary").  The Base Salary shall be payable in installments in
accordance with the Company's normal payroll practice.  Commencing on January 1,
1997 and on January 1 of each year thereafter, or as soon as practicable
thereafter, the Compensation Committee of the Board of Directors (the
"Compensation Committee"), or the Board of Directors if the Compensation
Committee is not then in existence, shall review the Base Salary, and shall
authorize, in its discretion, an appropriate increase in the Base Salary;
provided, however, that such increase shall at a minimum be equal to the
cumulative cost-of-living increment on the Base Salary as reported in the
Consumer Price Index, Atlanta, Georgia, All Items, All Urban Consumers,
published by the United States Department of Labor, with January 1, 1996 being
the base date for computing such increment.

          4.2.  BONUS.  In addition to the compensation set forth elsewhere in
                -----
this section 4, for each year or portion thereof during the term of this
Agreement and any extensions thereof, the Employee shall be entitled to receive
a bonus in an amount to be determined by the Compensation Committee, or the
Board of Directors if the Compensation Committee is not then in existence, in
its discretion, based upon its evaluation of the Employee's performance during
such year or portion thereof.

          4.3.  BENEFITS.  The Employee shall be entitled to participate, during
                --------
the period of actual employment, in all regular employee benefit and deferred
compensation plans established by the Company, including, without limitation,
any savings and profit sharing plan, incentive stock plan, dental and medical
plans, life insurance, and personal catastrophe and disability insurance, such
participation to be as provided in said employee benefit plans.  The Employee
shall also be entitled during the period of actual employment to such paid
vacation as is provided in the policy adopted by the Board of Directors.  For
purposes of this Agreement, the term "period of actual employment" means the
portion of the Employment Term during which the Employee is employed, but not
the portion following the Employee's termination of employment.

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          4.4.  OFFICE AND SECRETARY.  The Employee shall have a private office,
                --------------------
secretarial assistance and such other facilities and services as are suitable to
his position and appropriate for the performance of his duties.

          4.5.  AUTOMOBILE.  The Employee shall be provided with an automobile
                ----------
suitable to his position and appropriate for the performance of his duties.  The
Company shall pay the operating expenses of such automobile.


          4.6.  REIMBURSEMENT OF EXPENSES.  The Company shall provide for the
                -------------------------
payment or reimbursement of all reasonable and necessary expenses incurred by
the Employee in connection with the performance of his duties under this
Agreement in accordance with the Company's expense reimbursement policy, as such
may change from time to time.


          5.  TERMINATION OF EMPLOYMENT.
              -------------------------

          5.1.  TERMINATION FOR CAUSE.  "Termination For Cause", as hereinafter
                ---------------------
defined, may be effected by the Company at any time during the term of this
Agreement by written notification to the Employee.  Upon Termination For Cause,
the Employee shall immediately be paid all accrued salary, bonus compensation to
the extent earned, vested deferred compensation (other than pension plan or
profit sharing plan benefits which will be paid in accordance with the
applicable plan), any benefits under any plans of the Company in which the
Employee is a participant to the full extent of the Employee's rights under such
plans, accrued vacation pay and any appropriate business expenses incurred by
the Employee in connection with his duties hereunder, all to the date of
termination, but the Employee shall not be paid any other compensation or
reimbursement of any kind, including without limitation, severance compensation.
"Termination For Cause" shall mean termination by the Company of the Employee's
employment by the Company by reason of the Employee's willful dishonesty
towards, fraud upon, or deliberate injury or attempted injury to the Company or
by reason of the Employee's willful material breach of this Agreement which has
resulted in material injury to the Company.

          5.2.  TERMINATION OTHER THAN FOR CAUSE.  Notwithstanding any other
                --------------------------------
provisions of this Agreement, the Company may effect a "Termination Other Than
For Cause", as hereinafter defined, at any time upon giving written notice to
the Employee of such termination.  Upon any Termination Other Than for Cause,
the Employee shall immediately be paid all accrued salary, bonus compensation to
the extent earned, vested deferred compensation (other than pension plan or
profit sharing plan benefits which will be paid in accordance with the
applicable plan), any benefits under any plans of the Company in which the
Employee is a participant to the full extent of the Employee's rights under such
plans, accrued vacation pay and any appropriate business expenses incurred by
the Employee in connection with his duties hereunder, all to the date of
termination, and all severance compensation provided in subsection 6.2.
"Termination Other Than for Cause" shall mean termination by the Company of the

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Employee's employment by the Company other than a termination pursuant to
subsection 5.1, 5.3, 5.4, 5.5 or 5.6, and shall include constructive termination
of the Employee's employment by reason of material breach of this Agreement by
the Company, such constructive termination to be effective upon notice from the
Employee to the Company of such constructive termination.

          5.3.  TERMINATION BY REASON OF DISABILITY.  If, during the term of
                -----------------------------------
this Agreement, the Employee, in the reasonable judgment of the Board of
Directors, has failed to perform his duties under this Agreement on account of
illness or physical or mental incapacity, and such illness or incapacity
continues for a period of more than twelve (12) consecutive months, the Company
shall have the right to terminate the Employee's employment hereunder by written
notification to the Employee and payment to the Employee of all accrued salary,
bonus compensation to the extent earned, vested deferred compensation (other
than pension plan or profit sharing plan benefits which will be paid in
accordance with the applicable plans), any benefits under any plans of the
Company in which the Employee is a participant to the full extent of the
Employee's rights under such plans, accrued vacation pay and any appropriate
business expenses incurred by the Employee in connection with his duties
hereunder, all to the date of termination, with the exception of medical and
dental benefits which shall continue through the expiration of this Agreement,
but the Employee shall not be paid any other compensation or reimbursement of
any kind, including without limitation, severance compensation.

          5.4.  DEATH.  In the event of the Employee's death during the term of
                -----
this Agreement, the Employee's employment shall be deemed to have terminated as
of the last day of the month during which his death occurs and the Company shall
pay to his estate or such beneficiaries as the Employee may from time to time
designate all accrued salary, bonus compensation to the extent earned, vested
deferred compensation (other than pension plan or profit sharing plan benefits
which will be paid in accordance with the applicable plan), any benefits under
any plans of the Company in which the Employee is a participant to the full
extent of Employee's rights under such plans, accrued vacation pay and any
appropriate business expenses incurred by the Employee in connection with his
duties hereunder, all to the date of termination, but the Employee's estate
shall not be paid any other compensation or reimbursement of any kind, including
without limitation, severance compensation.

          5.5.  VOLUNTARY TERMINATION.  In the event of a "Voluntary
                ---------------------
Termination,"  as hereinafter defined, the Company shall immediately pay all
accrued salary, bonus compensation to the extent earned, vested deferred
compensation (other than pension plan or profit sharing plan benefits which will
be paid in accordance with the applicable plans), any benefits under any plans
of the Company in which the Employee is a participant to the full extent of the
Employee's rights under such plans, accrued vacation pay and any appropriate
business expenses incurred by the Employee in connection with his duties
hereunder, all to the date of termination, but no other compensation or
reimbursement of any kind, including without limitation, severance compensation.
"Voluntary Termination" shall mean termination by the Employee of Employee's
employment by the Company other than (i) constructive termination as described

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in subsection 5.2, (ii) termination by reason of the Employee's disability as
described in subsection 5.3, (iii) termination by reason of the Employee's death
as described in subsection 5.4, and (iv) Termination Upon a Change in Control as
described in subsection 5.6.

          5.6.  TERMINATION UPON A CHANGE IN CONTROL.  In the event of a
                ------------------------------------
"Termination Upon a Change in Control," as hereinafter defined, the Employee
shall immediately be paid all accrued salary, bonus compensation to the extent
earned, vested deferred compensation (other than pension plan or profit sharing
plan benefits which will be paid in accordance with the applicable plans), any
benefits under any plans of the Company in which Employee is a participant to
the full extent of the Employee's rights under such plans, accrued vacation pay
and any appropriate business expenses incurred by the Employee in connection
with his duties hereunder, all to the date of termination, and all severance
compensation provided in subsection 6.1.  "Termination Upon a Change in Control"
shall mean a termination by the Employee of the Employee's employment with the
Company following a "Change in Control," as hereinafter defined.  "Change in
Control" shall mean (i) the date on which the Company first determines that any
person and all other persons which constitute a group, within the meaning of
Section 13(d)(3) of the Exchange Act, have acquired direct or indirect
beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act,
of twenty percent (20%) or more of the Company's outstanding securities, unless
a majority of the "Continuing Directors", as hereinafter defined, approves the
acquisition not later than ten (10) business days after the Company makes that
determination, or (ii) the first day on which a majority of the members of the
Board of Directors are not Continuing Directors.  "Continuing Directors" shall
mean, as of any date of determination, any member of the Board of Directors who
(i) was a member of the Board of Directors on December 31, 1993, (ii) has been a
member of the Board of Directors for the two years immediately preceding such
date of determination, or (iii) was nominated for election or elected to the
Board of Directors with the affirmative vote of the greater of (A) a majority of
the Continuing Directors who were members of the Board of Directors at the time
of such nomination or election or (B) at least four Continuing Directors.

          5.7.  NOTICE OF TERMINATION.  The Company or the Employee may effect a
                ---------------------
termination of the Employee's employment by the Company pursuant to the
provisions of this section 5 upon giving thirty (30) days' written notice to the
other party of such termination.

          6.  SEVERANCE COMPENSATION
              ----------------------

          6.1.  TERMINATION UPON CHANGE IN CONTROL.  In the event the Employee's
                ----------------------------------
employment is terminated in a Termination Upon a Change in Control, the Employee
shall be paid the following as severance compensation:

               (a) For each of the three (3) years following such termination of
          employment, an amount (payable on the dates specified in subsection
          4.1 except as otherwise provided herein) equal to the sum of (i) the
          Base Salary at the rate payable at the time of such termination and
          (ii) the average of the annual bonus earned by the Employee in the two
          (2) years immediately preceding the date of termination.  If, however,

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          the Employee obtains other employment during such period, the amount
          payable under this paragraph (a) shall be reduced by the amount of
          compensation that the Employee is receiving from such other
          employment; provided, however, the Employee is under no obligation to
          mitigate the amount due to the Employee pursuant to this paragraph (a)
          by seeking other employment or otherwise.  Notwithstanding any
          provision in this paragraph (a) to the contrary, the Employee may, in
          the Employee's sole discretion, by delivery of a notice to the Company
          within thirty (30) days following a Termination Upon a Change in
          Control, elect to receive from the Company a lump sum severance
          payment by bank cashier's check equal to the present value of the flow
          of cash payments that would otherwise be paid to the Employee pursuant
          to this paragraph (a).  Such present value shall be determined as of
          the date of delivery of the notice of election by the Employee and
          shall be based on a discount rate equal to the interest rate on 90-day
          United States Treasury bills, as reported in the Wall Street Journal,
          or similar publication, on the date of delivery of the election
          notice.  If the Employee elects to receive a lump sum severance
          payment, the Company shall make such payment to the Employee within
          ten (10) days following the date on which the Employee notifies the
          Company of the Employee's election.

               (b) In the event that the Employee is not otherwise entitled to
          fully exercise all awards granted to the Employee under the Company's
          Incentive Stock Plan, and the Incentive Stock Plan does not otherwise
          provide for acceleration of exerciseability upon the occurrence of the
          Change in Control described herein, such awards shall become
          immediately exercisable upon a Change in Control.

               (c) The Employee shall continue to accrue retirement benefits and
          shall continue to enjoy any benefits under any plans of the Company in
          which the Employee is a participant to the full extent of the
          Employee's rights under such plans, including any perquisites provided
          under this Agreement, through the remainder of the Employment Term;
          provided, however, that the benefits under any such plans of the
          Company in which the Employee is a participant, including any such
          perquisites, shall cease upon the Employee's obtaining other
          employment.  If necessary to provide such benefits to the Employee,
          the Company shall, at its election, either: (i) amend its employee
          benefit plans to provide the benefits described in this paragraph (c),
          to the extent that such is permissible under the nondiscrimination
          requirements and other provisions of the Internal Revenue Code of 1986
          (the "Code") and the provisions of the Employee Retirement Income
          Security Act of 1974, or (ii) provide separate benefit arrangements or
          cash payments so that the Employee receives amounts equivalent
          thereto, net of tax consequences.

          6.2.  TERMINATION OTHER THAN FOR CAUSE.  In the event the Employee's
                --------------------------------
employment is terminated in a Termination Other Than for Cause, the Employee

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shall be paid as severance compensation his Base Salary, at the rate payable at
the time of such termination, through the remainder of the Employment Term and
for an additional one (1) year period thereafter, on the dates specified in
subsection 4.1; provided, however, that if the Employee obtains other employment
during such period, the severance compensation payable to the Employee during
such period will be reduced by the amount of compensation that the Employee is
receiving from such other employment.  Notwithstanding any provision in this
subsection 6.2 to the contrary, the Employee may, in the Employee's sole
discretion, by delivery of a notice to the Company within thirty (30) days
following a Termination Other Than for Cause, elect to receive from the Company
a lump sum severance payment by bank cashier's check equal to the present value
of the flow of cash payments that would otherwise be paid to the Employee
pursuant to this subsection 6.2.  Such present value shall be determined as of
the date of delivery of the notice of election by the Employee and shall be
based on a discount rate equal to the interest rate on 90-day United States
Treasury bills, as reported in the Wall Street Journal, or similar publication,
on the date of delivery of the election notice.  If the Employee elects to
receive a lump sum severance payment, the Company shall make such payment to the
Employee within ten (10) days following the date on which the Employee notifies
the Company of the Employee's election.  In addition to the severance payment
payable under this subsection 6.2, the Employee shall be paid an amount equal to
the average annual bonus earned by Employee in the two (2) years immediately
preceding the date of termination and, notwithstanding any provision to the
contrary under the Company's Incentive Stock Plan or any option agreements with
the Employee thereunder, the Employee shall be entitled to an accelerated
vesting of any awards granted to the Employee under the Company's Incentive
Stock Plan.

          6.3.  TERMINATION UPON ANY OTHER EVENT.  In the event of a Voluntary
                --------------------------------
Termination, Termination For Cause, termination by reason of the Employee's
disability pursuant to subsection 5.5 or termination by reason of the Employee's
death pursuant to subsection 5.6, the Employee or his estate shall not be paid
any severance compensation.

          6.4. PARACHUTE PAYMENT REDUCTION.  Notwithstanding any other
               ---------------------------
provisions of this Agreement, any amounts payable under this Agreement
(including but not limited to severance payments) shall be limited to the
maximum amount that may be paid so that no such payment will, when combined with
all other amounts to be received by the Employee upon a change in control
(described in Section 280G(b)(2)(A) of the Code), constitute a "parachute
payment" (defined in Section 280G(b)(2) of the Code) and so that no "excess
parachute payments" (defined in Section 280G(b)(1) of the Code) made to the
Employee are taxable to the Employee pursuant to Section 4999 of the Code.  The
parties intend that the Employee shall receive the maximum payments permissible
that are not subject to the taxes described in Sections 280G and 4999 of the
Code and shall interpret this provision in accordance with such intention.  In
further accord with such intention, nothing herein shall be construed to limit
the Employee's right to receive payments that do not exceed reasonable
compensation for services or to receive payments that are otherwise not taken
into account in calculating "parachute payments" under Section 280G of the Code.

                                       7
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          7.  OBLIGATIONS CONTINGENT ON PERFORMANCE.
              -------------------------------------

          The obligations of the Company under this Agreement, including its
obligation to pay the compensation provided for herein, shall be contingent upon
the Employee's performance of his obligations under this Agreement.

          8.  CONFIDENTIALITY.
              ---------------

          The Employee agrees to hold in strict confidence all information
concerning any matters affecting or relating to the business of the Company,
including without limiting the generality of the foregoing its manner of
operation, plans, protocols, processes, computer programs, tenant lists, client
lists, marketing information and analyses, or other data, without regard to
whether all of the foregoing matters will be deemed confidential or material.
The Employee agrees that he will not, directly or indirectly, use any such
information for the benefit of others than the Company or disclose or
communicate any of such information in any manner whatsoever other than to the
directors, officers, employees, agents and representatives of the Company who
need to know such information, who shall be informed by the Employee of the
confidential nature of such information and directed by the Employee to treat
such information confidentially.  Upon the Company's request, the Employee shall
return all information furnished to him related to the business of the Company.
The above limitations on use and disclosure shall not apply to information which
the Employee can demonstrate:  (a) was known to the Employee before receipt
thereof from the Company; (b) is learned by the Employee from a third party
entitled to disclose it; or (c) becomes known publicly other than through the
Employee.  The parties hereto stipulate that all such information is material
and confidential and gravely affects the effective and successful conduct of the
business of the Company and the Company's goodwill, and that any breach of the
terms of this section 8 shall be a material breach of this Agreement.  The terms
of this section 8 shall remain in effect following the termination of this
Agreement.

          9.  USE OF PROPRIETARY INFORMATION.
              ------------------------------

          The Employee recognizes that the Company possesses a proprietary
interest in all of the information described in section 8 and has the exclusive
right and privilege to use, protect by copyright, patent or trademark,
manufacture or otherwise exploit the processes, ideas and concepts described
therein to the exclusion of the Employee, except as otherwise agreed between the
Company and the Employee in writing.  The Employee expressly agrees that any
products, inventions, discoveries or improvements made by the Employee, his
agents or affiliates, during the term of this Agreement, based on or arising out
of the information described in section 8 shall be the property of and inure to
the exclusive benefit of the Company.  The Employee further agrees that any and
all products, inventions, discoveries or improvements developed by the Employee
(whether or not able to be protected by copyright, patent or trademark) during
the course of his employment, or involving the use of the Company's time,
materials or other resources, shall be promptly disclosed to the Company and
shall become the exclusive property of the Company.

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          10.  NON-COMPETITION AGREEMENT.
               -------------------------

          10.1.  NON-COMPETITION.
                 ---------------

               (a) The Employee agrees that, during the period of actual
          employment and, in addition, the period, if applicable, described in
          subsection (b) or (c) below, the Employee shall not, without the prior
          written consent of the Company, directly or indirectly, own, manage,
          operate, control, be connected with as an officer, employee, partner,
          consultant or otherwise, or otherwise engage or participate in, except
          as an employee of the Company, or any corporation directly or
          indirectly controlled by it, any corporation or other business entity
          engaged in any activity competitive with the Company, including the
          business of owning, developing, leasing or managing shopping center
          properties.  Notwithstanding the foregoing, the ownership by the
          Employee of less than 2% of any class of the outstanding capital stock
          of any corporation conducting such a competitive business which is
          regularly traded on a national securities exchange or in the over-the-
          counter market shall not be a violation of the foregoing covenant.

               (b) The Employee agrees that if the Employee's employment is
          terminated in a Termination Upon a Change in Control pursuant to
          section 5.6 hereof, the non-compete restrictions of subsection 10.1(a)
          shall apply to Employee for one year from the date of termination.

               (c) The Employee agrees that if the Employee's employment is
          terminated in a Termination Other Than for Cause pursuant to section
          5.2 hereof, the non-compete restrictions of subsection 10.1(a) shall
          apply to Employee for the entire period during which the Employee is
          entitled to severance compensation pursuant to subsection 6.2
          (notwithstanding an election by the Employee to receive a lump sum
          severance payment for such period).

          10.2.  NON-SOLICITATION.  During the period of actual employment and,
                 ----------------
in addition, the period, if any, during which the Employee shall be entitled to
severance compensation pursuant to section 6 (notwithstanding an election by the
Employee to receive a lump sum severance payment for such period), the Employee
shall not, except on behalf of or with the prior written consent of the Company,
(a) contact or solicit, directly or indirectly, any customer, client, tenant or
account whose identity the Employee obtained through association with the
Company, regardless of the geographical location of such customer, client,
tenant or account, or (b) directly or indirectly, entice or induce, or attempt
to entice or induce, any employee of the Company to leave such employ, or employ
any such person in any business similar to or in competition with that of the
Company.  The Employee hereby acknowledges and agrees that the provisions set
forth in this subsection 10.2 constitute a reasonable restriction on his ability
to compete with the Company.

                                       9
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          10.3. SAVING PROVISION.  The parties hereto agree that, in the event a
                ----------------
court of competent jurisdiction shall determine that the geographical or
durational elements of this covenant are unenforceable, such determination shall
not render the entire covenant unenforceable. Rather, the excessive aspects of
the covenant shall be reduced to the threshold which is enforceable, and the
remaining aspects shall not be affected thereby.

          10.4.  EQUITABLE RELIEF.  The Employee acknowledges that the extent of
                 ----------------
damages to the Company from a breach of sections 8, 9 and 10 of this Agreement
would not be readily quantifiable or ascertainable, that monetary damages would
be inadequate to make the Company whole in case of such a breach, and that there
is not and would not be an adequate remedy at law for such a breach.  Therefore,
the Employee specifically agrees that the Company is entitled to injunctive or
other equitable relief from a breach of sections 8, 9 and 10 of this Agreement,
and hereby waives and covenants not to assert against a prayer for such relief
that there exists an adequate remedy at law, in monetary damages or otherwise.

          11.  INDEMNIFICATION.
               ---------------

          11.1.  RIGHT TO INDEMNIFICATION.  The Company shall indemnify, and on
                 ------------------------
request shall advance funds to, the Employee for expenses (including attorneys'
fees), judgments, penalties, fines and amounts paid in settlement if the
Employee becomes a party to, or is threatened to be made a party to, any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, investigative or otherwise, by reason of the fact that
the Employee (a) is or was an employee of the Company, or (b) is or was serving
at the request of the Company as a director, officer, partner, trustee, employee
or agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, in the manner and to the fullest extent
permitted by applicable law; provided, however, that the Company shall not
indemnify the Employee (a) in any proceeding by or in the right of the Company
against such Employee wherein the Employee shall have been adjudged to be liable
to the Company; (b) in any proceeding charging improper personal benefit to the
Employee, whether or not involving action in the Employee's official capacity,
in which the Employee was adjudged to be liable on the basis that personal
benefit was improperly received; or (c) it is established that (i) the act or
omission of the Employee was material to the matter giving rise to the
proceeding and the act or omission was committed in bad faith or was the result
of active and deliberate dishonesty, (ii) the indemnitee actually received an
improper personal benefit in money, property or services, or (iii) in the case
of any criminal proceeding, the Employee had reasonable cause to believe the act
or omission was unlawful.  If applicable law is hereafter amended, any such
amendment shall apply to this Agreement only to the extent mandated by law and
only as to the activities of the Employee subject to indemnification pursuant to
this subsection 11.1 which occur subsequent to the effective date of such
amendment.

          11.2.  RIGHT OF CLAIMANT TO ENFORCE RIGHTS.  Any indemnification or
                 -----------------------------------
advancement of funds required under this section 11 shall be made promptly, and
in any event within thirty (30) days of the written request of the Employee.  If
a determination by the Company that the Employee is entitled to indemnification
pursuant to this section 11 is required, and the Company fails to respond within

                                       10
<PAGE>

thirty (30) days to a written request for indemnity, the Company shall be deemed
to have approved such request. If the Company denies a written request for
indemnity or advancement of expenses, in whole or in part, or if payment in full
pursuant to such request is not made within thirty (30) days, the right to
indemnification and advancement of expenses as granted by this section 11 shall
be enforceable by the Employee in any court of competent jurisdiction.  The
Employee's costs and expenses incurred in connection with successfully
establishing the Employee's right to indemnification, in whole or in part, in
any such action or proceeding shall also be indemnified by the Company.  Neither
the failure of the Company (including the Board of Directors, independent legal
counsel or the stockholders of the Company) to have made a determination prior
to the commencement of such action that indemnification of the Employee is
proper in the circumstances because the Employee has met the applicable standard
of conduct set forth in the General Corporation Law of the State of Maryland,
nor the fact that there has been an actual determination by the Company
(including the Board of Directors, independent legal counsel or the shareholders
of the Company) that the Employee has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
Employee has not met the applicable standard of conduct.

          11.3.  NON-EXCLUSIVITY OF RIGHTS.  The indemnification and advancement
                 -------------------------
of expenses provided by, or granted pursuant to, this section 11 shall not be
deemed exclusive of any other rights to which the Employee may be entitled by
law, the Company's Articles of Incorporation or Bylaws, an agreement with the
Company, or a resolution of the Board of Directors or of the Company's
shareholders.  Any repeal or modification of the provisions of this section 11
shall be prospective only and shall not adversely affect any right or protection
set forth herein in favor of the Employee at the time of such repeal or
modification.


          11.4.  INSURANCE.  The Company may, to the fullest extent permitted by
                 ---------
law, purchase and maintain insurance, at its expense, to protect itself and the
Employee against any liability asserted against the Employee and incurred by the
Employee in any such capacity, or arising out of the Employee's duties
hereunder, whether or not the Company would have the power to indemnify the
Employee against such liability under the provisions of this section 11, the
General Corporation Law of the State of Maryland or otherwise.

          11.5.  SAVING PROVISION.  If this section 11 or any portion thereof
                 ----------------
shall be invalidated on any ground by any court of competent jurisdiction, then
the Company shall nevertheless indemnify the Employee as to expenses (including
attorneys' fees), judgments, fines, penalties and amounts paid in settlement
with respect to any actual or threatened action, suit or proceeding, whether
civil, criminal, administrative, investigative or otherwise, to the fullest
extent permitted by any applicable portion of this section 11 which shall not
have been invalidated, by the General Corporation Law of the State of Maryland
or by any other applicable law.

                                       11
<PAGE>

          12.  ENTIRE AGREEMENT.
               ----------------

          This Agreement contains the complete agreement concerning the
employment arrangement between the parties and shall, as of the Effective Date,
supersede all other agreements or arrangements between the parties with regard
to the subject matter hereof.

          13.  BINDING AGREEMENT.
               -----------------

          This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, legal representatives, successors and
assigns.  The obligations of the Company under this Agreement shall not be
terminated by reason of any liquidation, dissolution, bankruptcy, cessation of
business or similar event relating to the Company.  This Agreement shall not be
terminated by reason of any merger, consolidation or reorganization of the
Company, but shall be binding upon and inure to the benefit of the surviving or
resulting entity.

          14.  MODIFICATION.
               ------------

          No waiver or modification of this Agreement or of any covenant,
condition, or limitation herein contained shall be valid unless in writing and
duly executed by the party to be charged therewith and no evidence of any waiver
or modification shall be offered or received in evidence of any proceeding,
arbitration, or litigation between the parties hereto arising out of or
affecting this Agreement, or the rights or obligations of the parties
thereunder, unless such waiver or modification is in writing, duly executed as
aforesaid.


          15.  SEVERABILITY.
               ------------

          All agreements and covenants contained herein are severable, and in
the event any of them shall be held to be invalid or unenforceable by any court
of competent jurisdiction, this Agreement shall be interpreted as if such
invalid agreements or covenants were not contained herein.

          16.  MANNER OF GIVING NOTICE.
               -----------------------

          All notices, requests and demands to or upon the respective parties
hereto shall be sent by hand, certified mail, overnight air courier service, or
telecopier (if within a reasonable time a permanent copy is given by any of the
other methods described above), in each case with all applicable charges paid or
otherwise provided for, addressed as follows, or to such other address as may
hereafter be designated in writing by the respective parties hereto:

                                       12
<PAGE>

          To Company:
          ----------

               JDN Realty Corporation
               3340 Peachtree Road NE
               Suite 1530
               Atlanta, Georgia  30326
               Telephone:  (404) 262-3252
               Facsimile:  (404) 364-6446

          To Employee:
          -----------

               William J. Kerley
               3340 Peachtree Road NE
               Suite 1530
               Atlanta, Georgia 30326
               Telephone:  (404) 262-3252
               Facsimile:  (404) 364-6446

Such notices, requests and demands shall be deemed to have been given or made on
the date of delivery if delivered by hand or by telecopy and on the next
following date if sent by mail or by air courier service.

          17.  REMEDIES.
               --------

          In the event of a breach of this Agreement, the non-breaching party
shall be entitled to such legal and equitable relief as may be provided by law,
and shall further be entitled to recover all costs and expenses, including
reasonable attorneys' fees, incurred in enforcing the non-breaching party's
rights hereunder.

          18.  HEADINGS.
               --------

          The headings have been inserted for convenience only and shall not be
deemed to limit or otherwise affect any of the provisions of this Agreement.

          19.  CHOICE OF LAW.
               -------------

          It is the intention of the parties hereto that this Agreement and the
performance hereunder be construed in accordance with, under and pursuant to the
laws of the State of Maryland without regard to the jurisdiction in which any
action or special proceeding may be instituted.

                                       13
<PAGE>

          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first stated above.


                               JDN REALTY CORPORATION


                               By:  /s/ J. Donald Nichols
                                    -----------------------
                                    J. Donald Nichols
                                    Chief Executive Officer




                                    /s/ William J. Kerley
                                    -----------------------
                                    WILLIAM J. KERLEY

                                       14