EXHIBIT 10.13(a)
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                            AMENDED AND RESTATED
                            EMPLOYMENT AGREEMENT
                            --------------------

The parties hereto agree that this AMENDED AND RESTATED AGREEMENT dated as
of February 2, 2004 (the "Agreement") is an amendment and restatement of
the EMPLOYMENT AGREEMENT made and entered into as of January 1, 1998
("Effective Date") by and between Gregory T. Mutz (the "Employee") and (the
"Company"). The Company, collectively with AMLI Residential Properties
Trust, a Maryland real estate investment trust (the "REIT"), AMLI
Residential Properties, L.P. (the "Operating Partnership"), any entity in
which the REIT or the Operating Partnership own no less than 90% of the
economic interests therein, and any successors thereto, are referred to
herein collectively as "AMLI" and individually as an "AMLI entity";


                              WITNESSETH THAT:

WHEREAS, the parties desire to enter into this Agreement pertaining to the
continued employment of the Employee by the Company;

NOW THEREFORE, in consideration of the mutual covenants and agreements set
forth below, it is hereby covenanted and agreed by the Company and the
Employee as follows:

1     AGREEMENT PERIOD. The Company and the Employee hereby agree to be
      subject to the terms and conditions of this Agreement, which
      Agreement sets forth certain terms and conditions of the Employee's
      employment by the Company during the Agreement Period (as defined
      below), including, but not limited to, compensation payable to the
      Employee while s/he is employed by the Company during the Agreement
      Period, the consequences of such Employee's termination of employment
      during the Agreement Period, and the consequences of a Change in
      Control and Change in Circumstance, both as defined in Paragraph 9,
      during the Agreement Period. The "Agreement Period" shall be the
      period beginning on the Effective Date and ending December 31, 1998.
      After the first anniversary of the Effective Date, the Agreement
      Period shall be automatically extended for 12-month periods, and the
      last day of any such 12-month period shall be referred to herein as
      an "Anniversary Date". Notwithstanding the foregoing, an Employee who
      is continuing in employment with the Company may elect to terminate
      the Agreement as of the next following Anniversary Date by providing
      notice to the Company, in accordance with the requirements of
      Paragraph 14, during the period beginning on November 1 and ending on
      November 30 next preceding such Anniversary Date, and the Agreement
      Period will end as of such Anniversary Date; provided, however, that
      once a Change in Control has occurred, an Employee will not be
      permitted to elect to terminate the Agreement; and provided further,
      that if a Change in Control occurs after an Employee has elected to
      terminate the Agreement but before the next Anniversary Date on which
      such termination is to be effective, then the Employee's election
      will be ineffective and the Agreement Period shall be automatically
      extended despite such Employee's election. If an Employee elects to
      terminate the Agreement in accordance with the foregoing, then only
      for the purpose of measuring the Non-competition Period described in
      Paragraph 6, the Anniversary Date on which the Agreement Period ends
      with respect to such Employee shall be treated as the Employee's
      Termination Date resulting from the Employee's voluntary resignation.
      Notwithstanding any provision of this Agreement to the contrary,
      nothing in this Agreement shall be construed as limiting the
      Employee's right to resign at any time and nothing in this Agreement
      shall be construed as limiting the Company's right to discharge the
      Employee at any time.


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2     PERFORMANCE OF DUTIES. The Employee agrees that, during the Agreement
      Period while s/he is employed by the Company, s/he will devote
      his/her full business time, energy and talents to providing services
      for the Company in the position specified in Appendix A, which
      Appendix A is made part of this Agreement, and that s/he may be
      required to perform his/her duties under this Agreement at such
      locations within or outside the United States as may be designated
      from time to time by the Company and shall serve as an officer and/or
      Trustee of the Company or any AMLI entity without additional
      compensation. The Employee shall have such duties and
      responsibilities as may be assigned to him/her from time to time by
      the Company, including, but not limited to, those duties specified in
      Appendix A hereto. The Employee shall perform all duties assigned to
      him faithfully and efficiently, subject to the direction of the
      Company and shall have such authorities and powers as are inherent to
      the undertakings applicable to his/her position and necessary to
      carry out the responsibilities and duties required of him/her
      hereunder.

3     COMPENSATION. Subject to the terms and conditions of this Agreement,
      Employee shall be compensated by the Company for his/her services
      rendered hereunder as follows:

      a)    SALARY. The Employee shall receive as of the Effective Date
            the annual base salary specified in Appendix A hereto (the
            "Salary"), which Salary shall be payable in accordance with the
            Company's customary payroll practices as in effect from time to
            time during the term of his/her employment. The Employee's
            Salary rate shall be reviewed at least annually by the Company
            in accordance with the Company's customary salary review
            procedures as in effect from time to time during the term of
            his/her employment.

      b)    BONUS. The Employee may become entitled to receive bonuses as
            determined solely within the discretion of the Company.

      c)    FRINGE BENEFITS AND PERQUISITES. Except as specifically
            provided to the contrary in this Agreement, the Employee shall
            be provided with the welfare benefits and other fringe benefits
            to the same extent and on the same terms as those benefits are
            provided by the Company from time to time to the Company's
            other senior management employees, plus any additional benefits
            listed on Exhibit A hereto.

      d)    EXPENSES. The Employee shall be reimbursed by the Company, on
            terms and conditions that are substantially similar to those
            that apply to other similarly situated senior management
            employees of the Company, for reasonable expenses for
            entertainment, travel, meals, lodging and similar items in
            accordance with and subject to the Company's expense
            reimbursement policies and procedures as in effect from time to
            time.

4     RIGHTS AND PAYMENTS UPON TERMINATION. The Employee's right to
      benefits and payments, if any, for periods after the date on which
      his/her employment with the Company terminates for any reason (the
      "Termination Date") shall be determined in accordance with this
      Paragraph 4:

      a)    MINIMUM PAYMENTS. If the Employee's Termination Date occurs
            during the Agreement Period for any reason, then the Employee
            shall be entitled to the following payments, in addition to any
            payments or benefits to which the Employee may be entitled
            under the following provisions of this Paragraph 4 (other than
            this subparagraph (a)):

            (i)   His/her earned but unpaid Salary for the period ending on
                  his/her Termination Date; and


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            (ii)  His/her accrued but unpaid vacation pay for the period
                  ending with his/her Termination Date, as determined in
                  accordance with the Company's policy as in effect from
                  time to time.

            Payments to be made to the Employee pursuant to this
            subparagraph 4(a) shall be made in a lump sum as soon as
            practicable after the Employee's Termination Date. Except as
            may be otherwise expressly provided to the contrary in this
            Agreement, nothing in this Agreement shall be construed as
            requiring the Employee to be treated as employed by the Company
            following his/her Termination Date for purposes of any employee
            benefit plan or arrangement in which s/he may participate at
            such time, except to the extent required by law.

      b)    TERMINATION BY COMPANY FOR CAUSE. If the Employee's Termination
            Date occurs during the Agreement Period and is a result of the
            Company's termination of the Employee's employment on account
            of Cause (as defined below), then, except as agreed in writing
            between the Employee and the Company, the Employee shall have
            no right to future payments or benefits under this Agreement
            (and the Company shall have no obligation to make any such
            future payments or provide any such future benefits) for
            periods after the Employee's Termination Date. For purposes of
            this Agreement, the term "Cause" shall mean (1) the willful and
            continued failure of the Employee to substantially perform
            his/her duties (other than any such failure resulting from the
            Employee's incapacity due to physical or mental illness) which
            failure has not been corrected by the Employee within 30 days
            after the Company has given the Employee written notice of
            such failure, (2) the willful engaging by the Employee in
            conduct which is demonstrably and materially injurious to the
            Company or AMLI, monetarily or otherwise, (3) conduct by the
            Employee that involves theft, fraud or dishonesty, (4) other
            acts of moral turpitude by the Employee, or (5) the Employee's
            violation of the provisions of Paragraphs 5 or 6 hereof. No
            act, or failure to act, on the Employee's part shall be deemed
            "willful" unless done, or omitted to be done, by him/her not in
            good faith and without reasonable belief that the action or
            omission was in the best interest of AMLI.

      c)    TERMINATION BY THE COMPANY FOR REASONS OTHER THAN CAUSE. If
            the Employee's Termination Date occurs during the Agreement
            Period and is a result of the Employee's termination of
            employment by the Company for any reason other than Cause (and
            is not on account of the Employee's death, disability, or
            voluntary resignation, the mutual agreement of the parties or
            any other reason), then the Employee shall receive from the
            Company, payments under Paragraph 4(a) and such other severance
            benefits, if any, as determined by the Company. Notwithstanding
            the foregoing, the Company may, at any time relieve the
            Employee of his/her duties for a specified period of time and
            such action on the part of the Company shall not be considered
            a termination of the Employee's employment hereunder. During
            any period that the Employee has been relieved of his/her
            duties pursuant to the foregoing sentence, all provisions of
            this Agreement other than the provisions of Paragraphs 2 which
            require the Employee to actively perform services for the
            Company, shall continue to remain in full force and effect.











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      d)    TERMINATION FOR VOLUNTARY RESIGNATION, MUTUAL AGREEMENT OR
            OTHER REASONS. If the Employee's Termination Date occurs
            during the Agreement Period on account of his/her voluntary
            resignation, death, disability, mutual agreement of the
            parties, or any reason other than those specified in
            subparagraphs (b) or (c) above then, except as described in
            Paragraphs 9 and 10, or as agreed in writing between the
            Employee and the Company, the Employee shall have no right to
            future payments or benefits under this Agreement (and the
            Company shall have no obligation to make any such future
            payments or provide any such future benefits) for periods after
            the Employee's Termination Date.  For purposes of this
            Agreement, the term "disability" shall mean with respect to an
            Employee, that the Employee is eligible for long term
            disability benefits under the long term disability plan
            maintained by the Company, or as otherwise determined in the
            sole discretion of the Company.

Notwithstanding any other provision of this Agreement, the Employee shall
automatically cease to be an officer and/or Trustee of the Company and any
AMLI entity as of his/her Termination Date.

5     CONFIDENTIALITY. Except as may be required by the lawful order of a
      court or agency of competent jurisdiction, or except to the extent
      that the Employee has express authorization from the Company, s/he
      shall keep secret and confidential indefinitely all non-public
      information (including, without limitation, information regarding
      litigation and pending litigation) concerning AMLI which was acquired
      by or disclosed to the Employee during the course of his/her
      employment with AMLI, or during the course of his/her consultation,
      if any, with AMLI following his/her termination of employment and not
      to disclose the same, either directly or indirectly, to any other
      person, firm, or business entity, or to use it in any way. Nothing in
      the foregoing provisions of this Paragraph 5 shall be construed so as
      to prevent Employee from using, in connection with his/her employment
      for him/herself or an employer other than AMLI, knowledge that was
      acquired by him/her during the course of his/her employment with AMLI
      and which is generally known to persons of his/her experience in
      other companies in the same industry.

6     NON-COMPETITION. Other than with respect to any specific activity,
      position, and entity listed on Exhibit B, which Exhibit B is made a
      part of this Agreement, Employee agrees that during the term of
      his/her employment by the Company and for the period specified in
      Appendix A hereto following his/her Termination Date (the
      "Non-competition Period"), s/he will not directly or indirectly
      engage in, assist, perform services for, establish or open, have any
      equity interest (other than ownership of 10% or less of the
      outstanding stock of any corporation listed on the New York or
      American Stock Exchange or included in the National Association of
      Securities Dealers Automated Quotation System) or have any other
      ownership interest (other than ownership of 10% or less of a
      non-publicly-owned business entity as a limited partner with no
      active participation in the operation of the entity) in any person,
      firm, corporation, or business entity (whether as an employee,
      officer, director, agent, security holder, creditor, consultant, or
      otherwise) that engages in any activity in the Non-competition Area,
      which activity is the same as, substantially similar to, or
      competitive with (i) the management or leasing of any Residential
      Property, (ii) the acquisition, ownership, operation or development
      of any Residential Property, (iii) the business of Advising, or
      (iv) any other business in which AMLI has material operations or
      devoted materials resources to establishing material operations
      during the period to which this Paragraph 6 relates. For purposes of
      this Paragraph 6, "Residential Property" means rental real property
      of 100 units or more that is, or is planned to be, used for rental
      multi-family residential purposes, and "Advising" means raising
      capital from institutional investors or investment in Residential
      Property in a co-investment structure where the investment objectives

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      are the same or similar to AMLI's. For purposes of this Paragraph 6,
      "Non-competition Area" means the metropolitan areas of Dallas/Fort
      Worth, Austin, and Houston, Texas; Atlanta, Georgia; Chicago,
      Illinois; Indianapolis, Indiana; Kansas City, Kansas (known as
      Eastern Kansas), Denver, Colorado; and any other area within a
      15-mile radius of where AMLI is conducting or has reasonable
      expectation of commencing business activities during the Non-
      competition Period.  Notwithstanding the foregoing, if the Employee's
      employment is terminated by the Company either (a) for any reason
      other than Cause, as defined in Paragraph 4, or (b) for any reason
      following a Change in Control (as such term is defined in Paragraph
      9), then the restrictions of the preceding sentence shall cease to
      apply to the Employee effective as of his/her Termination Date. In
      the event this covenant is more restrictive than permitted by the law
      of the jurisdiction in which the Company seeks enforcement hereof,
      this covenant shall be limited to the minimum extent necessary to
      comply with applicable law. Nothing in this Paragraph 6 shall be
      construed as limiting the Employee's duty of loyalty to the Company
      and while s/he is employed by the Company, or any other duty s/he may
      otherwise have to the Company and AMLI while s/he is employed by the
      Company.

7     REMEDIES. Employee acknowledges that the Company would be
      irreparably injured by a violation of Paragraphs 5 and 6 and agrees
      that the Company, in addition to other remedies available to it for
      such breach or threatened breach, shall be entitled to a preliminary
      injunction, temporary restraining order, or any other equivalent
      relief, restraining the Employee from any actual or threatened breach
      of Paragraphs 5 or 6 without any bond or other security being
      required.

8     TERMINATION OF EMPLOYMENT. The Employee shall have no right to
      benefits and payments for periods after the date on which his/her
      employment with the Company terminates for any reason, except as
      provided in Paragraphs 4, 9 and 10 of this Agreement.

9     PAYMENT UPON CHANGE IN CONTROL AND CHANGE IN CIRCUMSTANCES. Subject
      to the provisions of this Paragraph 9 and Paragraph 10:

      a)    In the event of both a Change of Control and a Change in
            Circumstances, as such terms are defined below, the Company
            will pay to the Employee by wire transfer or cashier's check,
            within ten days after the date of the Change in Circumstance,
            an amount equal to the Employee's "Compensation from the
            Company," as hereinafter defined, multiplied by the number
            specified in Appendix A hereto. The Employee's "Compensation
            from the Company" shall be equal to the Employee's annual
            Salary, as defined in Paragraph 3 on the date immediately prior
            to the Change in Circumstance, plus the average of the last
            three years' cash bonuses and fringe benefits, both as
            described in Paragraph 3, from the Company that was includible
            in his/her gross income for federal income tax purposes,
            unreduced for any salary deferrals or salary reduction
            elections; provided, however, that for purposes of this
            Paragraph 9, the cash bonus for a year shall include the cash
            bonus that is attributable to that year as determined by the
            Company in its award of bonuses for a year, regardless of
            when the cash bonus is actually paid to the Employee or
            includible in the Employee's gross income; and provided further
            that a cash bonus shall not include cash payments, if any, from
            the AMLI Residential Properties Performance Incentive Plan, or
            any similar stock-based incentive plan. If for any year an
            Employee has been employed by the Company for less than a full
            year, the Employee's compensation taken into account for the
            partial year in determining the Employee's Compensation from
            the Company shall be determined as if the Employee's Salary and




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            fringe benefits paid during such partial year had been paid at
            the same rate for an entire year; and the cash bonus
            attributable to that partial year shall be taken into account
            for that year, unless the Company has not yet determined the
            bonus attributable to that year, in which case the cash bonus
            taken into account for the partial year shall be deemed to be
            the cash bonus, if any, awarded to the Employee which is
            attributable to the year immediately prior to the partial year.
            If an Employee has been employed less than three years, such
            Compensation from the Company shall be based on the number of
            full and partial years that the Employee has been employed
            by the Company. Notwithstanding, the amount of the cash bonus
            to be included in the calculation for 2004 shall be the greater
            of $300,000 or actual amount of the bonus earned.

      b)    If an Employee terminates employment or is terminated from
            employment for any reason (other than Cause) following or in
            connection with both a Change of Control and a Change in
            Circumstance, the Employee and his/her eligible dependents will
            be entitled to continue to be covered at the Company's expense
            under the Company's health, dental, life insurance, and
            disability welfare plans as in effect at the Employee's
            termination of Employment, or comparable plans, for a period of
            two years following the date of the such termination of
            employment; provided however, that such benefits shall cease
            upon the Employee's employment by a new entity under which
            comparable benefits are available.

      c)    If an Employee seeks to interpret or enforce his/her rights
            under this Agreement following a Change in Control, regardless
            of whether a Change in Circumstances also occurs, all
            reasonable costs and expenses (including fees and disbursements
            of counsel) incurred by the Employee in seeking to interpret or
            enforce rights pursuant to this Agreement shall be paid on
            behalf of or reimbursed to the Employee promptly by the
            Company, whether or not the Employee is successful in asserting
            such rights; provided, however, that no reimbursement shall be
            made of such expenses relating to any unsuccessful assertion
            of rights if and to the extent that Employee's assertion of
            such rights was in bad faith or frivolous, as determined by
            independent counsel mutually acceptable to the Employee and the
            Company.

      d)    "Change in Control" shall mean the occurrence of any of the
            following:

            (i)   Any Person other than:

                  (1)   A trustee or other fiduciary of securities held
                        under an employee benefit plan of the REIT or an
                        employee benefit plan of an Affiliate of the REIT;

                  (2)   A corporation or trust owned, directly or
                        indirectly, by the present shareholders on the
                        Effective Date of the REIT in substantially the
                        same proportions as their ownership of the REIT;

                  (3)   Any Person in which the Employee has a substantial
                        (10% or greater) equity interest;

                  (4)   AMLI Realty Co. ("ARC"), the Employee, UICI, or
                        their respective Affiliates and families; or

                  (5)   A Person that acquires Shares pursuant to a
                        Business Combination (as defined below) which is
                        approved by the shareholders of the REIT and which
                        complies with subparagraph (iv) of this definition;



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                  is or becomes a beneficial owner (as defined in Rule
                  13d-3 under the Securities Exchange Act of 1934, as
                  amended), directly or indirectly, of Shares representing
                  25% or more of the total voting power of the REIT's then
                  outstanding shares of beneficial interest, or of 25% or
                  more of the then outstanding Units of the Operating
                  Partnership;

            (ii)  A tender offer is made for the shares of beneficial
                  interest of the REIT and the Person making the offer owns
                  or has accepted for payment Shares representing 25% or
                  more of the total voting power of the REIT's then
                  outstanding shares of beneficial interest, or of 25% or
                  more of the then outstanding Units of the Operating
                  Partnership;

            (iii) The majority of the REIT's Board of Trustees consists of
                  individuals other than Incumbent Trustees, which term
                  means the members of the REIT's Board of Trustees on the
                  date of this Agreement; provided that any individual
                  becoming a Trustee subsequent to such date whose election
                  or nomination for election was supported by 2/3 of the
                  Trustees who then comprised Incumbent Trustees shall be
                  considered to be an Incumbent Trustee; or

            (iv)  The shareholders of the REIT approve a reorganization,
                  merger, consolidation or sale of all or substantially all
                  of the assets of the Company, the REIT, or the Operating
                  Partnership (a "Business Combination") with or to any
                  other Person (other than, the Employee, UICI, or their
                  respective Affiliates) other than a Business Combination
                  which (a) would not result in any Person (other than
                  Employee, or UICI or their respective Affiliates) owning,
                  directly or indirectly, 50% or more of the combined
                  voting power of the REIT's or such surviving entity's
                  outstanding voting securities, or of the Operating
                  Partnership's Units, immediately after such Business
                  Combination.

      e)    "Change in Circumstances" means the occurrence of any of the
            following within eighteen months of a Change in Control while
            the Employee is employed by the Company:

            (i)   A reduction in the Employee's job responsibility from
                  that in effect immediately prior to the Change in
                  Control;

            (ii)  A reduction in the Employee's compensation, as described
                  in Paragraph 3, as in effect immediately prior to the
                  Change in Control;

            (iii) The Employee's relocation to a location not within fifty
                  miles of his/her office or job location on the date of
                  the Change in Control, except for required travel on the
                  Company's business to an extent substantially consistent
                  with his/her business travel obligations as in effect
                  immediately prior to the Change in Control; or

            (iv)  The Employee's involuntary termination of employment by
                  the Company without Cause.










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For purposes of this Paragraph 9, "Person" means an individual,
corporation, partnership, trust, unincorporated association or any other
legal entity, and collectively shall include any group of two or more
Persons acting in concert. "Affiliate" with regard to a Person, means a
Person that controls or is controlled by such Person. For purposes of this
definition, "control" when used with respect to any Person means the power
to direct the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise. The term
"Affiliates" and "Affiliated" shall have correlative meanings. For purposes
of this Paragraph 9, neither the Company, the REIT, the Operating
Partnership, ARC, nor UICI shall be deemed an Affiliate of the Employee.
"Shares" means the Common Shares, together with the Preferred Shares, of
the REIT. "Common Shares" means common shares of beneficial interest of the
REIT, par value $0.01 per share. "Preferred Shares" means the preferred
shares of beneficial interest of the REIT, par value $0.01 per share.
"Unit" means a unit of limited partnership interest in the Operating
Partnership.

10    EXCISE TAX GROSS-UP. If the Employee becomes entitled to payment in
      accordance with subparagraph 9(a), then with respect to such payment
      under subparagraph 9(a) (and with respect to any other payment made
      to the Employee upon a Change in Control, including without
      limitation, the vesting of an option or other cash or non-cash
      benefit or property, whether pursuant to the terms of this Agreement
      or any other plan, arrangement, or agreement with the Company or any
      other AMLI entity) (the "Total Payments"), if such Total Payments are
      or become subject to the tax imposed by Section 4999 of the Internal
      Revenue Code of 1986, as amended (the "Code") (or any similar tax
      that may hereafter be imposed) (the "Excise Tax"), the Company shall
      pay to Employee at the time specified below an additional amount (the
      "Gross-up Payment") (which shall include, without limitation,
      reimbursement for any penalties and interest that may accrue in
      respect of such Excise Tax) such that the net amount retained by
      Employee, after reduction for any Excise Tax (including any penalties
      or interest thereon) on the Total Payments and after any reduction
      for any federal, state and local income or employment tax and Excise
      Tax on the Gross-up Payment provided for by this Paragraph 10, but
      before reduction for any federal, state, or local income or
      employment tax on the Total Payments, shall be equal to the sum of
      (a) and (b), where (a) is the Total Payments, and (b) is an amount
      equal to the product of any deductions disallowed for federal, state,
      or local income tax purposes because of the inclusion of the Gross-up
      Payment in Employee's adjusted gross income multiplied by the highest
      applicable marginal rate of federal, state, or local income taxation,
      respectively, for the calendar year in which the Gross-up Payment is
      to be made.

11    WITHHOLDING. All compensation payable under this Agreement shall be
      subject to customary withholding taxes and other employment taxes as
      required with respect to compensation paid to an employee and the
      amount of compensation payable hereunder shall be reduced
      appropriately to reflect the amount of any required withholding.
      Except as expressly provided to the contrary in this Agreement, the
      Company shall have no obligation to make any payments to the Employee
      or to make the Employee whole for the amount of any required taxes.

12    WAIVER OF BREACH. The waiver by either the Company or Employee of a
      breach of any provision of this Agreement shall not operate as or be
      deemed a waiver of any subsequent breach by either the Company or
      Employee of that provision or any other provision hereof.
      Continuation of any payments hereunder by the Company following a
      breach by Employee of any provisions of this Agreement shall not
      preclude the Company from thereafter terminating said payments based
      upon the same violation.






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13    SEVERABILITY. In the event that any provision or portion of this
      Agreement shall be determined to be invalid or unenforceable for any
      reason, such provision shall be limited to the minimum extent
      necessary to comply with applicable law, and the remaining provisions
      of this Agreement shall be unaffected thereby and shall remain in
      full force and effect.

14    NOTICES. Any notice, request, demand, and other communication
      provided for by this Agreement shall be sufficient if in writing and
      if sent by registered or certified mail, or by nationally-recognized
      courier service, confirmed fax, or confirmed personal delivery to the
      Employee at the last address s/he has filed in writing with the
      Company or in the case of the Company, to the attention of the
      Secretary of AMLI Residential Properties Trust, with a copy to the
      attention of the President of the REIT at its principal place of
      business, in the case of both notice to the Company and notice to the
      Employee.

15    SUCCESSORS TO THE COMPANY. This Agreement shall be binding upon, and
      inure to the benefit of, the Company and its successors and assigns.

16    NONALIENATION. The interests of Employee under this Agreement are not
      subject to the claims of his/her creditors, and may not otherwise be
      voluntarily or involuntarily assigned, alienated or encumbered.

17    AMENDMENT. This Agreement may be amended or canceled only by mutual
      agreement of the parties in writing without the consent of any other
      person.

18    APPLICABLE LAW. The provisions of this Agreement shall be construed
      in accordance with the internal laws of the State of Illinois,
      excluding any choice of law rules.

19    SURVIVAL OF AGREEMENT. Except as otherwise expressly provided in this
      Agreement, the rights and obligations of the parties to this
      Agreement shall survive the termination of the Employee's employment
      with the Company.

20    ENTIRE AGREEMENT. This Agreement constitutes the full and complete
      understanding and agreement of the parties hereto, and supersedes all
      prior understandings and agreements of the parties hereto, whether
      oral or written, as to the subject matter hereof.

21    COUNTERPARTS. This Agreement may be executed in two or more
      counterparts, any one of which shall be deemed the original without
      reference to the others.

22    ACKNOWLEDGMENT BY EMPLOYEE. The Employee represents to the Company
      that s/he is knowledgeable and sophisticated as to business matters,
      including the subject matter of this Agreement, that s/he has read
      this Agreement and that s/he understands its terms. The Employee
      acknowledges that, prior to assenting to terms the terms of this
      Agreement, s/he has been given a reasonable time to review it, to
      consult with counsel of his/her choice, and to negotiate at
      arm's-length with the Company as to the contents. The Employee and
      the Company agree that the language used in this Agreement is the
      language chosen by the parties to express their mutual intent, and
      that no rule of strict construction is to be applied against any
      party hereto. Employee warrants that s/he is not subject to any
      non-competition agreement or other restrictive agreement with any
      other prior employer or any other person that would restrict
      his/her ability to perform the services required of him under this
      Agreement.







                                      9


<PAGE>


      IN WITNESS THEREOF, Employee has hereunto set his/her hand, and the
Company has caused these presents to be executed in its name and on its
behalf, all as of the day and year first above written.



/s/ Gregory T. Mutz
------------------------------
Employee




AMLI RESIDENTIAL PROPERTIES, L.P.

BY:   AMLI Residential Properties Trust


      By:   /s/ Robert J. Chapman
            ------------------------------
            Robert J. Chapman

      Its Executive Vice President















































                                     10


<PAGE>


                    EXHIBIT A TO EMPLOYMENT AGREEMENT FOR
                    -------------------------------------

                               GREGORY T. MUTZ
                               ---------------


RESPONSIBILITIES:
----------------
(ref. Paragraph 2)                  Chairman of the Board of
                                    Trustees and Chief Executive
                                    Officer, AMLI's senior most
                                    executive having
                                    responsibilities consistent
                                    with these titles


ANNUAL BASE SALARY
AS OF EFFECTIVE DATE:
--------------------
(ref. Paragraph 3.a)                $325,000


FRINGE BENEFITS:
---------------
(ref. Paragraph 3.c)                Reimbursement for club dues
                                    and income tax preparation


PAYMENT MULTIPLE:
----------------
(ref. Paragraph 9.a)                3x


NON-COMPETITION PERIOD:
----------------------
(ref. Paragraph 6)                  2 years

































                                     11


<PAGE>


                    EXHIBIT B TO EMPLOYMENT AGREEMENT FOR
                    -------------------------------------

                               GREGORY T. MUTZ
                               ---------------


None.






























































                                     12