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                                                                   EXHIBIT 10.15


                                    AGREEMENT
                                    ---------

THIS AGREEMENT (the "Agreement") made this 11th day of March 1999 among (i)
ASSOCIATED ESTATES REALTY CORPORATION (an Ohio corporation), ASSOCIATED ESTATES
MANAGEMENT COMPANY (an Ohio corporation), and all of their respective
subsidiaries, divisions, and/or affiliates (collectively referred to as "The
Company"), (ii) ASSOCIATED ESTATES CORPORATION, an Ohio corporation ("AEC"),
(iii) L.A.G.P., an Ohio corporation ("LAGP"), and (iv) MARK L. MILSTEIN AND
ROBERT I. MILSTEIN (collectively referred to as "Milstein").

                                    RECITALS
                                    --------

         WHEREAS, The Company acted as management agent of Longwood Apartments
("Longwood") until on or about January 13, 1999 and currently is the management
agent of Park Village Apartments ("PVA"), Jaelot Apartments ("Jaelot"), Stow
Kent Gardens Apartments ("Stow-Kent"), Park Lane Villa Apartments ("Park Lane")
and University Towers Apartments ("UT"); and Associated Estates Management
Company ("AEMC") is the management agent of Hillwood II Apartments ("Hillwood");
PVA, Jaelot, Stow-Kent, Park Lane, UT and Hillwood are sometimes referred to
individually in this Agreement as a "Project" and collectively as the
"Projects".

         WHEREAS, AEC is or was a general partner in each of the separate
respective partnerships that own Longwood, PVA, Jaelot, Stow-Kent, Park Lane and
UT; and LAGP was a general partner in the entity that owns Longwood;

         WHEREAS, Milstein together with their sister Susan M. Friedman and
Jerome Spevack comprise all the shareholders of AEC and LAGP and together own a
majority of the partnership interests in Hillwood;

         WHEREAS, The Company in its capacity as managing agent of Longwood and
PVA advanced funds on behalf of Longwood and PVA in the amount of $3,903,683 in
order to pay for the costs of curing certain housing code violations issued by
the City of Cleveland and for other operating expenses;

         WHEREAS, The Company has demanded that AEC and LAGP as former general
partners of Longwood and AEC as the current general partner of PVA, repay those
advances together with accrued interest and Milstein has disputed The Company's
right to repayment of those advances; and

         WHEREAS, The Company, AEC, LAGP and Milstein desire to resolve that
dispute pursuant to the terms and provisions of this Agreement;



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         NOW THEREFORE, in consideration of their mutual promises made in this
Agreement, and for other valuable consideration, receipt of which is hereby
acknowledged by each party, the parties, intending to be legally bound, hereby
agree as follows:

         1. COMPANY REPRESENTATIONS AND WARRANTIES. As an inducement to
Milstein, AEC and LAGP to enter into this Agreement, The Company hereby
represents and warrants as follows:



                  A.       The total amount of advances made by The Company for
                           the benefit of Longwood and PVA as of March 11, 1999
                           is the sum of $3,942,611 ("Advance Principal"). As of
                           the date of this Agreement, there are no other unpaid
                           advances or interest thereon due with respect to any
                           of the Projects, except for interest in the amount of
                           $723,903 which has accrued for the period ending
                           March 11, 1999 ("Advance Interest").

                  B.       The Company further represents and warrants that the
                           amounts shown in the columns headed "Adjusted Cash
                           Balance 01/22/99" and "Net Interest Due (to) from
                           Mgmt Company as of 12/31/98" in attached Schedule A
                           are true and accurate to the best of The Company's
                           knowledge and information as at 2/23/99. The Company
                           additionally represents that to the best of its
                           knowledge and information, as of 02/06/99 the amount
                           of trade payables as reflected on its books with
                           respect to PVA did not exceed $47,000.

         2. COMPANY COVENANTS, The Company agrees as follows:

                  A.       Notwithstanding anything to the contrary contained in
                           any of the respective management agreements between
                           The Company and the respective owners of PVA, Jaelot,
                           Stow-Kent, Park Lane, UT and Hillwood, The Company
                           agrees not to make any further advances on behalf of
                           those Projects without prior written notice to the
                           respective owner(s) of the Project(s) and to
                           Milstein, and without prior written approval of the
                           respective owner(s) of the Project(s). Nothing in the
                           foregoing sentence is intended to (i) create or imply
                           any legal obligation on the part of The Company or
                           any of its affiliates to advance any funds on behalf
                           of any of those Projects; or (ii) prohibit The
                           Company from incurring liabilities on behalf of any
                           Project in the ordinary course of business (subject
                           to all of the provisions of this Agreement) in
                           contemplation of the future receipt of Section 8
                           subsidies, tenant rents or reimbursements from
                           replacement reserves, including without limitation,
                           costs for utilities, repairs, maintenance, property
                           personnel, security and other Project costs.

                  B.       The Company further agrees that any positive cash
                           balances for any Project will not be used by The
                           Company as a payment of any obligation of any other
                           Project or as a set off against any negative cash
                           balances for any other Project without first
                           providing written notice to the respective owner(s)
                           of the Project(s) and to Milstein, and without prior
                           written approval from the respective owner(s) of the
                           applicable Project(s).

                  C.       Subject to applicable regulations of the United
                           States Department of Housing and Urban Development
                           ("HUD"), The Company agrees to notify Milstein prior
                           to soliciting bids for construction work at any
                           Project where the cost of such work is expected to
                           exceed the sum of $10,000. Subject to applicable
                           regulations of HUD, The Company further agrees that
                           it will not recommend, execute, or otherwise award,
                           any contract or agreement for any such construction
                           work in excess of $10,000 without providing prior
                           written notice to the respective owner(s) of the
                           Project(s) and to Milstein, and without prior written
                           approval of the respective owner(s) of the
                           Project(s). Moreover, The Company will include in its
                           bidding solicitation process for such work any
                           qualified contractor recommended by Milstein.



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                  D.       The Company hereby agrees that it will not incur any
                           obligation in excess of $10,000 on behalf of the
                           respective owner(s) of the Project(s) without prior
                           written notice to the respective owner(s) of the
                           Project(s) and to Milstein, and without prior written
                           approval of the respective owner(s) of the
                           Project(s).

                  E.       The Company hereby agrees to protect, defend,
                           indemnify, and hold harmless (i) Milstein, and their
                           heirs, personal representatives, successors and
                           permitted assigns (as the case may be), and (ii)
                           LAGP, AEC, the owners of the Projects, and their
                           respective officers, directors, shareholders,
                           partners, principals, and agents, from any loss,
                           liability or expense arising out of any failure of
                           The Company to abide by (1) its agreement not to make
                           any further advances on behalf of the Projects
                           without prior written notice and approval as
                           contained in paragraph 2.A of this Agreement, or (2)
                           its agreement not to incur any obligation in excess
                           of $ 10,000 on behalf of the respective owner(s) of
                           the Projects without prior written notice and
                           approval as contained in paragraph 2.D of this
                           Agreement.



         3.       LONGWOOD INDEMNIFICATION AND RELEASE.

                  A.       The Company agrees to protect, indemnify, defend and
                           hold harmless (i) Milstein, and their heirs, personal
                           representatives, successors and permitted assigns (as
                           the case may be), and (ii) AEC, LAGP, their officers,
                           directors, shareholders, partners, principals and
                           agents from all past, present, or future claims,
                           liabilities, losses, costs, damages, expenses, fines
                           or penalties arising out of or in connection with (i)
                           the Longwood housing code violations and any criminal
                           enforcement proceedings in connection therewith
                           issued or initiated by the City of Cleveland
                           currently pending before the Cleveland Housing Court;
                           and (ii) any unpaid vendor or utility bills incurred
                           at Longwood. The Company shall undertake, conduct and
                           control, through counsel of its own choosing and at
                           its expense, the settlement or defense of any such
                           matters and the indemnified parties shall cooperate
                           with The Company in connection therewith. To the best
                           of The Company's knowledge, there are no other
                           material liabilities or obligations chargeable to
                           AEC, LAGP, or Milstein arising out of the management
                           or operation of Longwood.

                  B.       Except for the obligations of Milstein, AEC and LAGP
                           under this Agreement, The Company hereby irrevocably
                           waives and releases any and all past and present
                           claims, actions, causes of action, suits, and
                           defenses it may have against (i) Milstein, and their
                           heirs, personal representatives, successors and
                           permitted assigns (as the case may be), and (ii) AEC,
                           LAGP and their shareholders, partners, principals,
                           agents, officers, directors and permitted successors
                           and assigns (as the case may be) arising out of or in
                           connection with Longwood.

                  C.       Except for the obligations of The Company under this
                           Agreement, Milstein, AEC and LAGP, on behalf of
                           themselves and their heirs, personal representatives,
                           successors & permitted assigns, officers, directors
                           and shareholders (as the case may be) hereby
                           irrevocably waive and release any and all past and
                           present claims, actions, causes of actions, suits and
                           defenses they may have against The Company, their
                           officers or directors arising out of or in connection
                           with Longwood.



         4. PVA DEFENSE COSTS. The Company agrees to defend against, through
counsel of its own choosing and at its sole cost, the PVA housing code
violations and criminal enforcement proceedings in connection therewith
currently pending in the Cleveland Housing Court against PVA, AEC and others.



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         5. PAYMENT OF DISPUTED CLAIM. On or before March 12,1999, Milstein
shall provide funding to enable AEC and/or LAGP to pay Associated Estates Realty
Corporation the combined principal sum of $3,942,611 together with interest in
the amount of $723,903. The parties to this Agreement hereby represent and
warrant that all of the undersigned have the authority to sign this Agreement on
behalf of their respective entities.

         7. MISCELLANEOUS. Time is of the essence of this Agreement. This
Agreement is made in the State of Ohio and shall be governed by Ohio law. This
is the entire agreement between the parties and may not be modified or amended
except by a written document signed by the party against whom enforcement is
sought. This Agreement may be signed in more than one counterpart, in which case
each counterpart shall constitute an original of this Agreement. Paragraph
headings are for convenience only and are not intended to expand or restrict the
scope or substance of the provisions of this Agreement. Whenever used in this
Agreement, the singular shall include the plural, and pronouns shall be read as
masculine, feminine, or neuter, as the context requires. The parties further
agree that any and all disputes, claims or disagreements between the parties
arising out of or from this Agreement shall be fully and finally resolved
through mandatory and binding arbitration administered by the Cleveland, Ohio
offices of the American Arbitration Association ("AAA"). Any party to this
Agreement may initiate such arbitration by filing the appropriate demand for
arbitration with the AAA, and this agreement to arbitrate shall be specifically
enforceable. The prevailing party in any arbitration (or related litigation)
arising out of or from this Agreement shall be entitled to recover from the
opposing party its reasonable attorneys' fees incurred in connection with such
arbitration (or related litigation). This Agreement may not be assigned by any
party without the prior written consent of the other parties. This Agreement is
binding on any and all subsidiaries, divisions, and affiliates of the parties,
and on any and all assignees of the parties. The parties do not intend to confer
any benefit hereunder on any person, firms, or corporation other then the
parties to this Agreement.

         IN WITNESS WHEREOF, the parties have signed this Agreement as of the
day and year first written above.


/s/  Mark L. Milstein
------------------------------------
MARK L. MILSTEIN



/s/  Robert I. Milstein
------------------------------------
ROBERT I. MILSTEIN




ASSOCIATED ESTATES REALTY CORPORATION

BY:   /s/ Jeffrey I. Friedman By: /s/ Martin A. Fishman his attorney in fact 
     -----------------------------------------------------------------------
pursuant to power of attorney dated 03-11-99
--------------------------------------------
         JEFFREY I. FRIEDMAN
         AS ITS PRESIDENT


ASSOCIATED ESTATES MANAGEMENT COMPANY



BY:     /s/ Jeffrey I. Friedman By: /s/ Martin A. Fishman his attorney in fact 
       -----------------------------------------------------------------------
pursuant to power of attorney dated 03-11-99
--------------------------------------------
         JEFFREY I. FRIEDMAN
         AS ITS PRESIDENT



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ASSOCIATED ESTATES CORPORATION



BY:    /s/ Jeffrey I. Friedman By: /s/ Martin A. Fishman his attorney in fact 
      -----------------------------------------------------------------------
pursuant to power of attorney dated 03-11-99
--------------------------------------------
         JEFFREY I. FRIEDMAN
         AS ITS PRESIDENT


L.A.G.P.



BY:   /s/ Jeffrey I. Friedman By: /s/ Martin A. Fishman his attorney in fact 
     -----------------------------------------------------------------------
pursuant to power of attorney dated 03-11-99
--------------------------------------------
         JEFFREY I. FRIEDMAN
         AS ITS PRESIDENT








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