October 5, 2000					**EXHIBIT 10.19A**

Mr. James A. Cote'

22377 Saddleback Drive

Danville, California 94525

Dear Jim:

The letter will serve to formalize the details surrounding your separation of employment from
Associated Estates Realty Corporation and MIG II Realty Advisors and the consulting
arrangement that will follow.

Effective September 15, 2000, you have resigned your position as Vice President of Associated
Estates Realty Corporation and President of MIG II Realty Advisors and all other AEC affiliated
companies. You acknowledge, understand and agree that (i) you are terminating your
employment according to the last sentence of Section 2. B. 1. of the Amended And Restated
Confidentiality And Noncompete Agreement between you and the Company dated January 26,
2000 (the "Confidentiality and Noncompete Agreement") and as a result, effective midnight on
September 15 your wages and benefits will cease and  (ii) all of the confidentiality and
noncompete provisions of the Confidentiality and Noncompete Agreement shall remain in full
force and effect as provided in the document.

Under separate cover, information regarding your rights under COBRA and the details relating
to funds invested in your account as part of the AERC 401(k) Savings Plan will be mailed to
your home address or other forwarding address, if you so request to our HR Department in
writing.

Immediately following the effective date of your resignation, you have agreed to act as a
consultant to, or perform services for the Company and its affiliates, under the following terms
and conditions:

**1.	SERVICES**.  You will perform your services as an independent contractor and not as an
employee of the Company or any of its affiliates.  As an independent contractor, you will
devote the time and attention necessary to carrying out tasks, which the President may
assign to you from time to time, including without limitation the following:

.	Attending periodic meetings with MIG II's clients in conjunction with other MIG II
employees.

.	Providing periodic updates of pension industry trends.

.	Providing timely reports and debriefings of communications with MIG II clients.

,	Providing periodic recommendations on specific actions to be taken with MIG II
clients.

**TERM OF AGREEMENT.**  The original term of this Consulting Agreement shall be for a period
of six (6) months commencing September 15, 2000 and ending March 15, 2001 (the "Original
Term").

**3.	CONSULTING FEE.**For services rendered during the Original Term you will be paid
the following sums:

A.	The sum of Seventy Five Thousand Dollars ($75,000) payable in six (6)
monthly installments of Twelve Thousand Five Hundred Dollars ($12,500)
each, payable in arrears, commencing October 15, 2000;

B.	Subject to the provisions of numbered paragraph 5. of this Consulting
Agreement, if the Company exercises its option to extend the Original
Term as provided in numbered paragraph 4. of this Consulting
Agreement, then on or before April 15, 2001, you shall be paid an
additional sum of Seventy Five Thousand Dollars ($75,000) in a single
lump sum payment;

C.	Subject to the provisions of numbered paragraph 5. of this Consulting
Agreement, if the Company fails to exercise its option to extend the
Original Term as provided in numbered paragraph 4. of this Consulting
Agreement, then you shall be paid the additional sum of Seventy Five
Thousand Dollars ($75,000) payable in six (6) monthly installments of
Twelve Thousand Five Hundred Dollars ($12,500) each, payable in
arrears, commencing April 15, 2001.

**4. 	EXTENSION OF TERM**.  The Company may elect to extend the Original Term for six
(6) months, beginning March 15, 2001 and ending September 15, 2001, upon the same
terms and provisions as provided in this Consulting Agreement, except there shall be no
further renewal period and for the services rendered by you during the extended term of
this Consulting Agreement, subject to the provisions of numbered paragraph 5. of this
Consulting Agreement, you shall be paid the sum of One Hundred Twenty Five
Thousand Dollars ($125,000) payable in six (6) monthly installments of Twenty
Thousand Eight Hundred Thirty Three Dollars ($20,833) each, payable in arrears
beginning April 15, 2001.

**5.	ADJUSTMENT OF FEES**.  The consulting fees payable pursuant to numbered
paragraphs 3.B., 3.C. and 4. of this Consulting Agreement shall be subject to
adjustment and reduction if at the time when any payment becomes due as provided in
those paragraphs, the gross monthly fees then earned from MIG II's investment
advisory business for the full calendar month preceding the payment are less than the
gross fees earned from MIG II's investment advisory business for the full calendar
month of September, 2000. Under such circumstances the applicable payment shall be
equal to the product of the applicable consulting fee and a fraction, the numerator of
which is the fees earned by MIG II during the applicable comparison period and the
denominator of which is the fees earned by MIG II for the month of September 2000.
For example, if the applicable fee is the consulting fee payable on June 15, 2001, and
the gross fees earned from MIG II's investment advisory business for the calendar
month of May, 2001 are $250,000 and the gross fees earned from MIG II's investment
advisory business for the month of September, 2000 were $300,000, then the June 15,
2001 payment would be $17,360.83 rather than $20,833.  Each comparison shall be
computed separately without regard to any other comparison period or cumulative
effect. No additional consulting fees shall become payable because the consulting fee
for any particular comparison period may be greater than the gross fees earned from
MIG II's investment advisory business for the month of September, 2000.  However, (i) if
under the circumstances described in the first sentence of this paragraph, your
consulting fees are subject to adjustment and reduction, and (ii) prior to September 15,
2001, MIG II receives a new allocation of uninvested discretionary funds from any new
or existing pension fund client, then notwithstanding anything to the contrary contained
herein, the Company will allow credit to be given to such new allocation even though the
fees attributable to such allocation(s) have not then been earned. Under such
circumstances, it shall be assumed that the entire allocation(s) has been invested and
earning advisory and management fee income based upon the schedule of fees payable
under then current contracts with the applicable pension fund client or in the case of a
allocation(s) from a new pension fund client then in accordance with the applicable fee
schedule as provided in the advisory agreement between MIG II and such new pension
fund client.  Under no circumstances may the application of the provisions of the
preceding sentence result in consulting fees exceeding those payable pursuant to the
applicable provisions of numbered paragraphs 3.B., 3.C. or 4. of this Consulting
Agreement.

**6. 	REPRESENTATION BY CONSULTANT**.   You represent and warrant that you have full
and complete rights to enter into this Agreement and that you are under no obligation to
your new employer or any other third party that would conflict with any part of this
Agreement.  Moreover, you represent and warrant that you have disclosed to your new
employer the existence and material terms of both this Consulting Agreement and the
Confidentiality and Noncompete Agreement and your new employer has not objected to
your performing the services contemplated by this Consulting Agreement or your
compliance with the terms of the Confidentiality and Noncompete Agreement.

**7.	REIMBURSEMENT OF EXPENSES**.  The Company will reimburse you for all
reasonable out of pocket travel and related expenses incurred by you in connection with
your performing the services contemplated by this Agreement.

Jim, I believe the above captures all of our discussions.  Please accept my personal gratitude
for your contributions to both MIG and AEC over the past 10 years.  We look forward to
engaging you in this new capacity.  Please acknowledge your agreement to the terms of this
letter below and return to me.

Sincerely,

/s/ Louis E. Vogt

Louis E. Vogt

President & COO

I agree to the terms set forth above.

/s/ James A. Cote'	October 5, 2000

James A. Cote'							Date