<PAGE>

                                                                   EXHIBIT 10.31


                  SEPARATION AND PARTIAL SETTLEMENT AGREEMENT
                  -------------------------------------------

     This Separation and Partial Settlement Agreement (the "Agreement") is
entered into by and between JDN Realty Corporation ("JDN Realty") and JDN
Development Company, Inc. ("JDN Development") for themselves and on behalf of
all subsidiaries, predecessors, and affiliates of JDN Realty and JDN Development
(collectively the "JDN Entities"), and ALA Associates, Inc. ("ALA"), Jeb L.
Hughes ("Hughes") and C. Sheldon Whittelsey, IV ("Whittelsey") (collectively,
the "ALA Parties") on the 14th day of June, 2000.

                                    RECITALS
                                    --------

     WHEREAS, ALA is a corporation wholly owned by Hughes and Whittelsey;

     WHEREAS, certain disputes (the "Disputes") have arisen between the parties
in connection with payments made to one or more of the ALA Parties directly or
indirectly by or on behalf of JDN Development in the form of outparcels conveyed
to ALA (the "Outparcel Transactions"); cash fees paid in connection with certain
JDN Development projects (the "Fees"); and site work performed on the various
outparcels received by ALA (the "Site Work") (hereinafter, the Outparcel
Transactions, the Fees and the Site Work shall collectively be referred to as
the "Payments"), and participation by Hughes and Whittelsey, acting in their
individual capacities or through ownership interests in
<PAGE>

ALA or other entities, in certain transactions involving one or more JDN
Entities (hereinafter, the "Third-Party Transactions");

     WHEREAS the JDN Entities have determined that the Outparcel Transactions in
connection with the projects listed on Exhibit A hereto were effectuated with
                                       ---------
the approval of JDN Development's President, and the Fees in the amounts and in
connection with the projects listed on Exhibit B hereto were paid to ALA with
                                       ---------
the approval of JDN Development's President;

     WHEREAS there is conflicting evidence as to whether the Site Work, which
was performed in connection with the projects listed on Exhibit C hereto, and
                                                        ---------
the Fees paid in connection with the projects listed on Exhibit D hereto (the
                                                        ---------
"Disputed Fees"), were performed and paid with the approval of an authorized
officer or agent of JDN Development;

     WHEREAS the parties disagree as to the value of the Site Work, but have
reached an agreement as to an amount which the ALA Parties will pay to JDN
Development in connection with the Site Work as part of a global resolution of
the Disputes;

     WHEREAS, the Third Party Transactions are described on Exhibit E hereto;
                                                            ---------

     WHEREAS, Hughes and Whittelsey agreed to resign from their employment with
JDN Development and any and all offices and directorships

                                       2
<PAGE>

held with the JDN Entities effective as of February 13, 1999, and the JDN
Entities have accepted such resignations;

     WHEREAS, the parties desire to compromise and settle the above-referenced
Disputes between them with regard to the Payments and Third Party Transactions,
and further desire to confirm the severance of the employment relationship
between Hughes and Whittelsey and the JDN Entities on the terms and conditions
contained in this Agreement while leaving certain other disputes which may exist
between the parties outstanding;

     NOW, THEREFORE, in consideration of the promises, covenants and
representations recited herein, and to compromise and settle the Disputes
arising from the Payments and the Third Party Transactions, the parties mutually
agree as follows:

1.   Site Work, Disputed Fees and Repayment of FICA Taxes
     ----------------------------------------------------

1.1   Disputed Fees.  Hughes, Whittelsey and ALA shall collectively repay to JDN
      -------------
      Development the Disputed Fees, which total $452,430.37, in the manner
      specified in paragraph 1.4 below.

1.2   Site Work.  Hughes, Whittelsey and ALA shall collectively pay to JDN
      ---------
      Development $397,569.63 in connection with the Site Work performed by JDN
      Development on the Outparcels conveyed to ALA. The payment shall be made
      in the manner specified in paragraph 1.4 below.

1.3   FICA Taxes. Hughes and Whittelsey shall repay JDN Development the
      ----------

                                       3
<PAGE>

      employee "Hospital Insurance" portion of the FICA taxes paid by JDN
      Development on behalf of Hughes and Whittelsey as set forth in paragraph
      2.1 hereof, in the aggregate amount of $37,715.97. The repayment shall be
      made in the manner specified in paragraph 1.4 below.

1.4   Manner and Timing of Payment.  Hughes, Whittelsey and ALA shall make the
      ----------------------------
      payments specified in paragraphs 1.1, 1.2 and 1.3 above as follows:

      1.4.1 ALA shall convey to JDN Development upon the execution of this
            Agreement (the "Conveyance Date") good and marketable title to the
            Outparcels described in Exhibit F hereto, which are currently
                                    ---------
            estimated by the parties to have an aggregate fair market value of
            $887,716, by limited warranty deed, free and clear of any liens or
            encumbrances of any nature whatsoever, other than those in existence
            and of record as of the date of the conveyance of such Outparcels to
            ALA. The ALA Parties represent and warrant that they shall convey
            the Outparcels listed on Exhibit F free and clear of any such liens
                                     ---------
            or encumbrances (except for ordinary and customary utility easements
            and a contemplated condemnation action in connection with the
            widening of a road affecting the Opelika outparcel), and the failure
            to do so shall constitute a material breach of this Agreement. The
            current year's ad valorem property taxes on the Outparcels being
            conveyed subject to this paragraph

                                       4
<PAGE>

            shall be prorated as of the Conveyance Date.

      1.4.2 On or before execution of this Agreement, ALA and JDN Development
            shall jointly engage Prichett, Ball & Wise, or such other appraiser
            as the parties reasonably agree upon, to perform an appraisal of the
            tracts described in Exhibit F. All communications with and
                                ---------
            instructions to the appraiser shall be jointly made with a
            representative of each party present. The appraisals shall be
            completed within forty-five (45) days following execution of this
            Agreement, and a copy furnished to the parties. If the appraisals
            result in an aggregate value of at least 10% greater or less than
            $887,716, either party shall have the right, at its expense, to
            require the retention of a second appraiser in accordance with the
            following procedure:

               (a) Notice of intention to engage a second appraiser shall be
               given in writing within three (3) days of the complaining party's
               receipt of the first appraisal.

               (b) The second appraiser shall be jointly selected by the parties
               from a list of three (3) appraisers provided by the first hired
               appraiser and shall be hired within five (5) days of the notice
               provided for in subsection (a).

                                       5
<PAGE>

               (c) The second appraiser shall receive instructions identical to
               and in the same manner as those furnished the first appraiser,
               and shall complete his or her work within forty-five (45) days of
               the date he or she is hired.

               (d) The second appraiser shall not be informed of the results of
               the first appraiser, or the basis for the first appraiser's
               opinion.

               (e) The second appraisal may be as to either or both of the two
               Exhibit F Outparcels.
               ---------

               (f) If the second appraisal is within 10% of the first, the two
               shall be averaged to determine a final value.

               (g) If the second appraisal differs from the first in an amount
               exceeding 10%, a third appraiser, selected by the first two
               within five (5) days of the second appraisal being completed,
               shall determine the disputed amount solely by reference to the
               reports of the first two appraisers, and the determination of the
               third appraiser shall be binding.  The third appraiser shall
               render a decision in writing within five (5) business days of
               submission.

                                       6
<PAGE>

            To the extent the aggregate value of the Exhibit F Outparcels is
                                                     ---------
            ultimately determined to fall below $887,716 (the "Shortfall"), the
            ALA parties shall satisfy the Shortfall by, at their option, (a)
            payment of cash or other immediately available funds, or (b)
            execution of a note bearing interest at the rate of ten percent
            (10%) per annum, with principal and interest due one year from the
            execution date of the note, secured by a valid first lien on an
            unencumbered Outparcel or Outparcels not listed on Exhibit F of
                                                               ---------
            sufficient value to secure the note. To the extent the aggregate
            value of the Exhibit F property to be conveyed is ultimately
                         ---------
            determined to exceed $887,716 (the "Excess Value"), JDN Development
            shall reimburse ALA for the Excess Value in cash or other
            immediately available funds. The satisfaction of any Shortfall or
            Excess Value shall occur within twenty (20) days of the completion
            of the appraisals provided for above.

      1.4.3 Upon the execution of this Agreement, ALA shall transfer to JDN
            Development the tract described in Exhibit G hereto, by limited
                                               ---------
            warranty deed, free and clear of any liens or encumbrances of any
            nature whatsoever, other than those existing and of record as of the
            date such property was conveyed to ALA.

 1.5  Retention of Certain Outparcels. The ALA Parties shall retain title to the
      -------------------------------
      Outparcels listed on Exhibit A which are not being conveyed to JDN
                           ---------

                                       7
<PAGE>

      Development pursuant to the terms of this Agreement, and upon the
      execution of this Agreement, the JDN Entities shall execute quit-claim
      deeds to disclaim any interest therein.

 2.   Amended Tax Filings
      -------------------

 2.1  Obligations of JDN Development.  JDN Development has reported the fair
      ------------------------------
      market value of the Outparcels conveyed during 1996 through 1998 as
      compensation to Hughes and Whittelsey for services rendered to JDN
      Development on Forms W-2c, Corrected Wage and Tax Statement (the "Amended
      W-2's") and on a Form W-3c, Transmittal of Corrected Wage and Tax
      Statements, (together with the Amended W-2's referred to as "Amended Wage
      Forms"). JDN Development provided the Amended W-2's to Hughes and
      Whittelsey and filed the Amended Wage Forms with the applicable taxing
      authority on May 1, 2000. For administrative purposes, JDN Development
      paid Hughes and Whittelsey's share of the "Hospital Insurance" portion of
      the Federal Insurance Contributions Act ("FICA") taxes in the aggregate
      amount of $37,715.97 subject to Hughes' and Whittelsey's agreement to
      reimburse JDN Development in such amounts.

 2.2  Obligations of the ALA Parties.
      ------------------------------

  2.2.1 Amended Federal Returns; Payment of Federal Taxes. For the taxable years
        -------------------------------------------------
        1996 through 1998, Hughes and Whittelsey represent and warrant that they
        each filed a Form 1040X, Amended U.S.

                                       8
<PAGE>

        Individual Income Tax Return, (collectively referred to as "Amended
        Individual Returns") on May 1, 2000, which reported the full amount of
        compensation shown on the Amended W-2's. Hughes and Whittelsey further
        represent and warrant that upon the filing of the Amended Individual
        Returns, Hughes and Whittelsey paid the taxes due with respect to the
        compensation reflected on the Amended W-2's. In addition, Hughes and
        Whittelsey executed and provided to JDN Development a Form 4669,
        Statement of Payments Received, confirming that they reported the full
        amount of compensation shown on the Amended W-2's on their Amended
        Individual Returns and paid the full amount of taxes relating thereto.

  2.2.2 Amended State Returns; Payment of State Taxes. Within forty five (45)
        days of the execution of this Agreement, Hughes and Whittelsey agree to
        file amended state tax returns reporting the full amount of compensation
        shown on the Amended W-2s in any and all states in which they have an
        obligation to do so, and agree to pay in full any corresponding taxes,
        interest and penalties related thereto. Hughes and Whittelsey further
        agree to provide to JDN Development upon such filing and payment
        evidence confirming that they reported the full amount of compensation
        shown in the Amended W-2s in all of the states in which they have an
        obligation to do so, and paid the

                                       9
<PAGE>

        full amount of taxes, penalties and interest relating thereto.

  2.2.3 Indemnity. Hughes and Whittelsey agree to indemnify JDN Development for
        ---------
        the full amount of any taxes, penalties, and interest assessed to or
        paid by JDN Development or any of the other JDN Entities as a result of
        Hughes', Whittlesey's or ALA's failure to timely pay applicable taxes,
        penalties or interest in connection with the Payments or any other
        compensation or benefits paid to Hughes, Whittelsey or ALA, subject to
        the following. Hughes shall have no obligation to indemnify JDN
        Development with respect to taxes, penalties and interest attributable
        to income received by Whittelsey individually, and Whittelsey shall have
        no obligation to indemnify JDN Development with respect to taxes,
        penalties and interest attributable to income received by Hughes
        individually, but Hughes and Whittelsey shall be jointly obligated to
        indemnify JDN Development with regard to taxes, penalties and interest
        attributable to income received by ALA. JDN Development agrees to
        promptly notify Hughes and Whittelsey, as their interests may appear,
        with respect to any audit, assessment, or notice of proposed assessment
        with respect to the Payments or any other compensation or benefits paid
        to Hughes, Whittelsey or ALA.

  2.2.4 Finality Of Tax Determination.  Nothing herein shall be deemed to
        -----------------------------
        require any payment of taxes, interest or penalties, or any indemnity

                                       10
<PAGE>

         therefor, where such taxes, interest or penalties are contested, until
         liability has finally be en determined (such final determination being
         resolution by compromise, or by an administrative or judicial
         proceeding from which there exists no further right of appeal).

3.   Separation from Employment and Resignation from Offices and Directorships.
     -------------------------------------------------------------------------

     3.1 Separation. Hughes and Whittelsey confirm their resignations from their
         ----------
         employment with JDN Development and all offices and directorships with
         the JDN Entities effective as of the 13th day of February, 2000 (the
         "Separation Date"), which resignations have been accepted by the JDN
         Entities.

     3.2 No Claim to Further Compensation or Bonuses. As part of the settlement
         -------------------------------------------
         of the Disputes, Hughes and Whittelsey agree that they shall make no
         claim to any further compensation or bonuses to which they might
         otherwise claim to be entitled as a result of their employment,
         offices, or directorships held with any of the JDN Entities; provided,
         however, that nothing contained herein shall be deemed to foreclose or
         affect Hughes or Whittelsey's right, if any, to assert a claim for
         contribution, indemnity, advancement of expenses, or insurance
         benefits, including without limitation in connection with claims
         asserted currently or in the future by shareholders of any of the JDN
         Entities or by customers, tenants, purchasers, joint

                                       11
<PAGE>

         venturers, or other parties doing business with any of the JDN
         Entities.

     3.3 Health Insurance and COBRA Coverage. As of the Separation Date, Hughes
         -----------------------------------
         and Whittelsey will no longer be entitled to participate in or receive
         benefits available to employees of JDN Development or other JDN
         Entities; provided, however, that nothing herein shall be construed to
         affect their or their dependents' rights thereafter to receive
         continuous coverage to the extent authorized by and consistent with the
         Consolidated Omnibus Budget Reconciliation Act ("COBRA") or any other
         benefits the continuation of which is required by law, entirely at
         their own cost after their right to benefit continuation ends under
         this paragraph.

     3.4 Cancellation of Stock Options.  The parties acknowledge and agree that
         -----------------------------
         Hughes and Whittelsey have heretofore been granted, in the case of
         Hughes 150,000, and in the case of Whittelsey 112,500, options to
         purchase shares of common stock in JDN Realty, all of which were vested
         and exercisable as of the Separation Date (the "Vested Options").
         Hughes and Whittelsey acknowledge and agree that the Vested Options are
         forfeited and cancelled as of the date hereof, and that they shall have
         no further claim, right or interest in or to such Vested Options from
         this date forward.

                                       12
<PAGE>

    3.5 Shares Awarded Under Deferred Bonus Plan.  The parties acknowledge that
        ----------------------------------------
        pursuant to JDN Realty's 1998 Deferred Bonus Plan (the "Bonus Plan"),
        Hughes was awarded 18,742.5 shares (4,685.625 of which had vested as of
        the Separation Date; and 14,056.88 of which remained unvested as of the
        Separation Date) and Whittelsey was awarded 13,534.5 shares (3,383.625
        of which had vested as of the Separation Date; and 10,150.88 of which
        remained unvested as of the Separation Date) of JDN Realty's common
        stock (the "Bonus Plan Shares"), and agree as follows with regard to the
        Bonus Plan Shares:

        3.5.1  Pursuant to the Bonus Plan, Hughes' 14,056.88 and Whittelsey's
               10,150.88 unvested Bonus Plan Shares were forfeited as of the
               Separation Date, and Hughes and Whittelsey shall have no further
               claim, right or interest in or to such unvested Bonus Plan
               Shares.

        3.5.2  Hughes shall retain ownership of 3,024 of the Bonus Plan Shares
               (4,685.625 vested shares minus shares withheld to fulfill tax
               obligations), and Whittelsey shall retain ownership of 2,185 of
               the Bonus Plan Shares (3,383.625 vested shares minus shares
               withheld to fulfill tax obligations), which vested and were
               issued to them on or around March 1, 1999.

    3.6 Shares Awarded to Hughes Under the Long Term Incentive Plan.  The
        -----------------------------------------------------------
        parties acknowledge that Hughes was awarded 85,714 shares of JDN

                                       13
<PAGE>

        Realty's common stock pursuant to JDN Realty's 1999 Long-Term Incentive
        Plan (the "LTIP Shares"), and Hughes acknowledges and agrees that all
        85,714 LTIP shares remained unvested as of the Separation Date, and were
        therefore forfeited as of the Separation Date, and Hughes shall have no
        further claim, right, or interest in or to the LTIP Shares.

 4. Releases.
    --------

    4.1 Limited Release of ALA Parties.  JDN Realty and JDN Development, for
        ------------------------------
        themselves and the other JDN Entities, and their respective
        predecessors, successors and assigns, hereby release, remise and forever
        discharge each of the ALA Parties (along with their respective
        executors, administrators, personal representatives, legatees, heirs
        and, as, applicable, all past and present officers, directors,
        employees, shareholders, attorneys and auditors) from, and covenant not
        to sue the entities (or any principals thereof) identified in Exhibit E
                                                                      ---------
        as being parties to the Third Party Transactions based on, any actions,
        causes of action, claims, demands, damages, liabilities and obligations
        directly arising from ALA's receipt of the Outparcels listed on
        Exhibit A or retention of the Outparcels pursuant to paragraph 1.5
        ---------
        hereof; ALA's receipt of the Fees listed on Exhibits B and D; the
                                                    ----------     -
        performance of the Site Work; and/or the execution of the Third Party
        Transactions;

                                       14
<PAGE>

        provided, however, that nothing contained herein shall be deemed to
        release, foreclose or affect any of the JDN Entities' rights, if any, to
        assert claims against any or all of the ALA Parties based on matters or
        disputes not specifically covered by this Agreement, or to assert claims
        for contribution, indemnity or apportionment of liability, including,
        but not limited to, in connection with claims asserted currently or in
        the future by shareholders of any of the JDN Entities or by customers,
        tenants, purchasers, joint venturers or other parties doing business
        with any of the JDN Entities.

    4.2 Limited Release of JDN Entities.  The ALA Parties, for themselves and
        -------------------------------
        their respective representatives, predecessors, successors and assigns,
        hereby release, remise and forever discharge each of the JDN Entities,
        along with their predecessors and all past and present officers,
        directors, employees, shareholders, attorneys, auditors, (with the
        exception of J. Donald Nichols and the law firm of McCullough Sherrill,
        L.L.P., and each of the present and former partners thereof) and, as
        applicable, their respective executors, administrators, personal
        representatives, legatees, heirs, successors and assigns, from any
        actions, causes of action, claims, demands, damages, liabilities and
        obligations directly arising from ALA's receipt of the Outparcels listed
        on Exhibit A or retention of the Outparcels pursuant to paragraph 1.5
           ---------
        hereof; ALA's receipt of the fees listed on Exhibits B and D; the
                                                    ----------     -

                                       15
<PAGE>

        performance of the Site Work; the execution of the Third Party
        Transactions; or with regard to any compensation, benefits or bonuses to
        which they might claim an entitlement absent this Agreement; provided,
        however, that nothing contained herein shall be deemed to release,
        foreclose or affect Hughes', Whittelsey's, or ALA's right, if any, to
        assert claims against any or all of the JDN Entities based on matters
        not specifically covered by this Agreement, or to assert claims, if any,
        for contribution, indemnity, apportionment of liability, advancement of
        expenses, or insurance, including without limitation in connection with
        claims asserted currently or in the future by shareholders of any of the
        JDN Entities or by customers, tenants, purchasers, joint venturers, or
        other parties doing business with any of the JDN Entities.

 5. Representations of Full Disclosure by ALA Parties.  The ALA Parties each
    -------------------------------------------------
    represent and warrant (separately and severally) that they have fully
    disclosed to JDN Realty and JDN Development all outparcel conveyances to
    them from or on behalf of JDN Development or other JDN Entities, cash fees
    paid to them by or on behalf of JDN Development or other JDN Entities, site
    work performed on their behalf in connection with JDN Development or other
    JDN Entity projects, and that no compensation or benefits were paid to or
    received by them during their employment with, or in connection with
    services they otherwise provided to, JDN Development or any of the JDN
    Entities, except for the Payments and the compensation

                                       16
<PAGE>

    shown on the original books and records of JDN Development and JDN Realty
    for the relevant years. The ALA Parties further represent and warrant
    (separately and severally) that they have disclosed all transactions
    involving JDN Development or any other JDN Entity in which any or all of the
    ALA Parties participated from the date of the formation of JDN Realty
    through the date of Hughes' and Whittelsey's resignations, and that to the
    best of their knowledge and belief, no such transactions exist except those
    described on Exhibit E. The ALA Parties understand and agree that JDN
                 ---------
    Development and the JDN Entities are entering into this Agreement in
    reliance upon the representations contained in this paragraph, and that a
    breach of such representations would constitute a material breach of this
    Agreement.

 6. Reasonable Cooperation with Regard to Easements.  The parties acknowledge
    -----------------------------------------------
    that they will continue to own contiguous and/or otherwise commercially
    related parcels of land subsequent to the execution of this Agreement, and
    mutually agree to reasonably cooperate with one another (such cooperation
    include, but is not limited to, reasonable good faith efforts with tenants,
    other landowners and third parties) in the granting customary easements
    across their respective properties for uses including, but not limited to,
    utilities and access, and as otherwise may be reasonably necessary to
    develop the contiguous or commercially related parcels of land owned by the
    other party or parties. The parties agree

                                       17
<PAGE>

    that disputes arising under this paragraph, if unresolved by good faith
    negotiations after a thirty (30) day period following written notice of
    dispute, shall be resolved exclusively through binding arbitration in
    Atlanta, Georgia in accordance with the AAA commercial arbitration rules
    then in effect, and before a single arbitrator. The arbitrator shall enter
    an award within forty-five (45) days of the initiation of arbitration, and
    any award may be made the judgment of, and enforced by, any court of
    competent jurisdiction.

 7. No Solicitation of Employees.  Each of the ALA Parties agrees that for a
    ----------------------------
    period of six (6) months following the Separation Date, they will not
    directly or indirectly, entice or induce, or attempt to entice or induce,
    any employee of the JDN Entities employed as of or subsequent to the
    Separation Date to leave employment with any JDN Entity.

 8. Development Services in Connection with Certain Projects.  The JDN Entities
    --------------------------------------------------------
    hereby acknowledge that as of the date of this Agreement they have no
    interest or involvement in the projects listed on Exhibit H hereto.
                                                      ---------
    However, this paragraph shall not be construed to in any way preclude JDN
    Development or any of the JDN Entities from pursuing, developing or
    participating in such projects subsequent to the date of this Agreement
    should such an opportunity arise.

                                       18
<PAGE>

 9. No Admission of Liability.  By entering into this Agreement, the parties
    --------------------------
    hereto admit no liability, but enter into this Agreement in settlement of a
    dispute.

10. Exclusivity/Past Agreements Superseded. The parties acknowledge and agree
    --------------------------------------
    that this Agreement sets forth all of the consideration and is the final
    and complete agreement with regard to the matters contained herein, and
    that this Agreement supersedes and replaces all past agreements and/or
    understandings between the parties with regard thereto, whether oral or
    written.  This Agreement shall not be modified, altered or amended except
    in a signed writing executed by all of the parties hereto.

11. Miscellaneous
    -------------

    11.1  No Other Representations.  The ALA Parties each represent and
          ------------------------
          acknowledge that in executing this Agreement, they did not rely and
          have not relied upon any representations or statements made by the JDN
          Entities or by any of the JDN Entities' agents, representatives or
          attorneys with regard to the subject matter, basis or effect of this
          Agreement or otherwise, except as set out herein.

    11.2  Voluntary Agreement.  The parties represent and agree that they have
          -------------------
          consulted with attorneys of their choosing, have had a full and fair
          opportunity to consult with such attorneys, and that they have

                                       19
<PAGE>

          carefully read and considered all aspects of this Agreement, and enter
          into it voluntarily and in exchange for the consideration recited
          herein. The corporate parties hereby warrant that this Agreement has
          been duly authorized by their respective board of directors and that
          the officers executing the Agreement on behalf of the corporate
          parties are fully authorized to act.

    11.3  Successors.  This Agreement shall be binding upon the parties and upon
          ----------
          their respective heirs, administrators, representatives, executors,
          successors and assigns, and shall inure to the benefit of the parties
          and their respective heirs, administrators, representatives,
          executors, successors and assigns. This Agreement is personal to the
          parties, and the parties may not assign or transfer any interests in,
          or rights or benefits under, this Agreement.

    11.4  Choice of Law; Attorneys' Fees.   This Agreement is made and entered
          ------------------------------
          into in the state of Georgia and shall, in all respects, be
          interpreted, enforced and governed under the laws of that state,
          without regard for the principles of conflicts of laws thereof. Any
          action or proceedings brought by a party seeking to enforce any
          provisions of, or based upon any right arising out of, this Agreement
          may be brought against any of the parties hereto (except as
          specifically provided in paragraph 6 hereof, which provides for
          arbitration of disputes arising under that paragraph)

                                       20
<PAGE>

          in the courts of the state of Georgia for Fulton County or, if it has
          or can acquire jurisdiction, in a United States District Court for the
          State of Georgia sitting in Fulton County, and each of the parties
          consents to the jurisdiction of such courts (and of the appropriate
          appellate courts) in any such action or proceeding and waives any
          objection to venue laid therein. If legal action is commenced by
          either party to enforce or defend its rights under this Agreement, the
          prevailing party in such action shall be entitled to recover its costs
          and reasonable and actual attorneys' fees in addition to any other
          relief granted.

    11.5  Construction of Document.  The language of all parts of this Agreement
          ------------------------
          shall, in all cases, be construed as a whole, according to its plain
          meaning, and not strictly for or against any of the parties, and rules
          of interpretation or construction of contracts that would construe any
          ambiguity against the draftsman shall not apply. As used in this
          Agreement, the singular or plural number shall be deemed to include
          the other whenever the context so indicates or requires. The section
          and paragraph headings contained in this Agreement are for convenience
          of reference, and shall not limit or control, or be used to construe,
          the meaning of any provision herein. Any delay or omission by any
          party hereto in exercising any right hereunder shall not operate as a
          waiver of such right.

                                       21
<PAGE>

    11.6  Severability.  Should any provision of this Agreement be declared or
          ------------
          be determined by any court to be illegal or invalid, the validity of
          the remaining parts, terms or provisions shall not be affected thereby
          and the illegal or invalid part, term or provision shall be deemed not
          to be part of this Agreement.

    11.7  Execution in Counterparts.  This Agreement may be executed in any
          -------------------------
          number of counterparts, each of which shall for all purposes be deemed
          to be an original but each of which, when so executed, shall
          constitute but one and the same instrument. In making proof of this
          Agreement, it shall not be necessary to produce or account for more
          than one such counterpart executed by the party against whom
          enforcement of this Agreement is sought.

    11.8  Notices.  All notices, requests and other communications hereunder
          -------
          must be in writing and will be deemed to have been duly given only if
          delivered personally or by facsimile transmission or mailed (first
          class postage prepaid) to the parties at the following addresses or
          facsimile numbers unless other addresses or facsimile numbers are
          hereafter provided by one or more of the parties:

          If to:

          C. Sheldon Whittelsey, IV    540 Willow Knoll Dr.
                                       Marietta, Georgia  30067

                                       22
<PAGE>

          with a copy to:

          William G. Leonard:          2115 East Lake Road
                                       Atlanta, Georgia  30307
                                       Tel: 404-371-0630
                                       Fax: 404-982-1052

          If to:

          ALA Associates, Inc. or
          Jeb L.  Hughes:              415 Pineland Road, N.W.
                                       Atlanta, Georgia 30342-4019

          with a copy to:

          John K. Larkins, Jr.         Chililvis, Cochran, Larkins &
          Nickolas Chilivis:             Bever LLP
                                       3127 Maple Drive, N.E.
                                       Atlanta, Georgia  30305
                                       Fax: 404-261-2842

          If to:

          JDN Realty Corporation or    359 East Paces Ferry Road
          JDN Development, Inc.        Suite 400
                                       Atlanta, Georgia  30326

          with a copy to:

          John L. Latham               Alston & Bird, LLP
                                       One Atlantic Center
                                       1201 West Peachtree St.
                                       Atlanta, Georgia 30309-3424
                                       Tel.:  404-881-7915
                                       Fax:  404-881-7777

                                       23
<PAGE>

    All such notices, requests and other communications will (i) if delivered
    personally to the address as provided in this Section, be deemed given upon
    delivery, (ii) if delivered by facsimile transmission to the facsimile
    number as provided in this Section, be deemed given upon receipt, and (iii)
    if delivered by mail in the manner described above to the address as
    provided in this Section, be deemed given upon receipt (in each case
    regardless of whether such notice, request or other communication is
    received by any other person to whom a copy of such notice, request or other
    communication is to be delivered pursuant to this Section).  Any party from
    time to time may change its address, facsimile number or other information
    for the purpose of notices to that party by giving notice specifying such
    change to the other parties hereto.

    IN WITNESS WHEREOF, the undersigned parties have executed this Agreement as
of the 14th day of June, 2000.


                                       JDN REALTY CORPORATION
Attest:

/s/  Laurie-Ellen Shumaker             By: /s/  Craig MacNab
-----------------------------              -------------------------------
Title: Assistant Secretary             Name: Craig MacNab
       ----------------------                -----------------------------
                                       Title: CEO
                                              ----------------------------

                                       24
<PAGE>

                                       JDN DEVELOPMENT, INC.

Attest:

/s/  Laurie-Ellen Shumaker             By: /s/  John D. Harris, Jr.
-----------------------------              -------------------------------
Title: Assistant Secretary             Name: John D. Harris, Jr.
       ----------------------                -----------------------------
                                       Title: Vice President
                                              ----------------------------


                    [Signatures continue on following page]

                                       25
<PAGE>

                                        ALA ASSOCIATES, INC.

Attest:

/s/  C. Sheldon Whittelsey, IV          By: /s/  Jeb L. Hughes
------------------------------              -------------------------------
Title: Secretary                        Name: Jeb L. Hughes
       -----------------------                -----------------------------
                                        Title: President
                                               ----------------------------

[CORPORATE SEAL]

                    [Signatures continue on following page]
<PAGE>

Subscribed before me                   /s/ Jeb L. Hughes
                                       ------------------------------------
This 14th day of June, 2000.           Jeb L. Hughes


/s/  Linda G. Morgan
---------------------------------
Notary Public
My Commission Expires:

---------------------------------
[SEAL]


                    [Signatures continue on following page]
<PAGE>

Subscribed before me                   /s/ C. Sheldon Whittelsey, IV
                                       ------------------------------------
This 14th day of June, 2000.           C. Sheldon Whittelsey, IV


/s/  Linda G. Morgan
---------------------------------
Notary Public
My Commission Expires:

---------------------------------
[SEAL]