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                                                                   EXHIBIT 10.37


                               W. Fred Williams
                               105 Ashlawn Court
                               Franklin, TN 37064
                                 (615) 794-6361
                             fred.williams@home.com
                             ----------------------

                               September 5, 2000

Hand Delivered
--------------
Mr. Craig Macnab
Chief Executive Officer
JDN Realty Corporation
359 East Paces Ferry Road, N. E.
Suite 400
Atlanta, GA  30305

Hand Delivered
--------------
Mr. John D. Harris
Vice President
JDN Development Company, Inc.
359 East Paces Ferry Road, N. E.
Suite 400
Atlanta, GA  30305

Re:  Termination of Employment

Dear Craig and Jay:

     This letter constitutes notification of the resignation of the undersigned
as President and Director of JDN Development Company, Inc. effective October 5,
2000.

     In accordance with my previous conversations with Craig, I will work toward
a smooth transition of my responsibilities to those individuals that will
undertake the duties of the President and Director of JDN Development Company,
Inc.  Please advise me as to what actions you desire me to take to effectuate
this transition.

                                Sincerely,



                                /s/ W. Fred Williams
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                                W. Fred Williams
                               105 Ashlawn Court
                               Franklin, TN 37064
                                 (615) 794-6361
                              (615) 794-2060 (Fax)
                             fred.williams@home.com
                             ----------------------

                                October 2, 2000

Mr. Craig Macnab
Chief Executive Officer
359 East Paces Ferry Road, NE
Atlanta, GA  30305

Re: W. Fred Williams Consulting Agreement

Dear Craig:

    Based upon our conversations over the past few days, the following is my
understanding of the basic terms and conditions of the consulting arrangement
with JDN Development Company, Inc. ("JDN") and the W. Fred Williams
("Williams"):

1.  Williams will consult with JDN on certain projects assigned to and accepted
    by Williams from JDN for the period beginning October 1, 2000 and ending
    December 31, 2000.

2.  As consideration for the consulting services performed by Williams
    hereunder, JDN will pay Williams the sum of $25,000 per month on or before
    the last day of each month. To the extent required by the Tax Code, JDN will
    withhold taxes on said amount.

3.  JDN will pay Williams the bonus earned by Williams for the period of
    employment from March 7, 2000 until September 30, 2000 in the amount of
    $175,000 net of the required withholding on or about October 14, 2000. In
    addition to the compensation described in paragraph 2, commencing on October
    1, 2000 and ending on December 31, 2000, JDN will also pay Williams as a
    bonus an additional $24,000 for each month or partial month Williams
    consults with JDN.

4.  JDN, at its expense, will provide Williams with a company vehicle through
    December 31, 2000.

5.  JDN will reimburse Williams for all business expenses incurred in connection
    with the performance of consulting services to JDN performed in accordance
    herewith.

6.  On or before December 31, 2000, Williams will sell his stock in JDN to Craig
    Macnab for an amount to be determined.
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7.  Williams will relinquish the restricted stock in JDN Realty Corporation
    awarded to him but will receive the dividend for the third quarter of 2000.

8.  JDN hereby agrees that the Non-Competition Agreement made by Williams as set
    forth in that certain Employment Agreement between JDN and Williams dated
    March 7, 2000 (the "Employment Agreement") is hereby terminated and Williams
    shall have the right to compete with JDN.

9.  JDN hereby agrees to indemnify Williams while acting as a consultant to JDN
    to the same extent that JDN indemnified Williams while acting as an officer
    and employee of JDN. The indemnity provisions contained in Section 11 of the
    Employment Agreement shall apply to Williams while acting as a consultant
    hereunder. For the purpose of this letter, the indemnity provisions
    contained in Section 11 of the Employment Agreement are modified from and
    after September 30, 2000 by substituting "consultant" for "employee" where
    applicable in order to provide Williams indemnification from JDN while
    acting as a consultant on its behalf in accordance herewith.

10. In the event Williams is required to participate in any administrative or
    judicial proceeding involving JDN, JDN agrees to pay Williams for the time
    required for preparation and participation in such proceeding and any
    expenses, including attorney fees, incurred in connection with such
    participation.

11. JDN and Williams will negotiate in good faith to enter into an agreement
    whereby Williams will perform certain specific project related assignments
    for JDN for a fee based upon the performance of the assignment, e.g. the
    sale or joint venture of Hamilton, NJ. In the event an agreement is not
    reached by December 31, 2000, neither JDN nor Williams shall be obligated to
    further negotiate such an agreement.

12. Williams will elect Craig Macnab as a director of JDN.

13. JDN acknowledges that Williams will not be required to work full time or be
    located in JDN's Atlanta office in order to perform the consulting services
    described herein. JDN further acknowledges that Williams will be on vacation
    from October 13, 2000 to October 23, 2000, and the Thanksgiving and
    Christmas holidays.

    If the above summary of the terms and conditions of the agreement between
    Williams and JDN for consulting services correctly states your understanding
    of our agreement, please indicate your agreement by signing on the line
    provided below and returning one fully executed original to Williams.

                                  Sincerely,



                                  /s/ W. Fred Williams
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The above summary of the terms and conditions of the agreement between Williams
and JDN for consulting services is agreed to and approved.

JDN Development Company, Inc.

By: /s/ Craig Macnab
    -----------------
Title: Director