BROWN BENCHMARK PROPERTIES LIMITED PARTNERSHIP
ASSIGNMENT OF MANAGEMENT RIGHTS
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<FILENAME>bbn10kex10assgnmt.txt
<DESCRIPTION>ASSIGNMENT OF MANAGEMENT RIGHTS
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                         ASSIGNMENT OF MANAGEMENT RIGHTS


                  THIS ASSIGNMENT OF MANAGEMENT RIGHTS ("Assignment"), is made
and entered into as of January 7, 2002, by BENCHMARK PROPERTIES, INC., an Ohio
corporation ("Assignor"), in favor of NHP MANAGEMENT COMPANY, a District of
Columbia corporation ("Assignee").

                                 R E C I T A L S

                  A. Assignor manages and operates the real property and the
improvements identified on Schedule 1 attached hereto (collectively, the
"Property") and owned by the limited partnership identified on Schedule 1
attached hereto (the "Partnership"), pursuant to the management agreements and
other documents (if any) identified on Schedule 1 attached hereto (collectively,
the "Management Agreements").

                  B. Assignor and an affiliate of Assignee, among others, are
parties to that certain Purchase and Sale Agreement and Joint Escrow
Instructions, dated as of December 21, 2001, relating to the Partnership
(collectively, the "Acquisition Agreement"), which requires Assignor to execute
and deliver this Assignment. All capitalized terms used and not otherwise
defined herein shall have the meanings ascribed thereto in the Acquisition
Agreement.

                  C. Assignee is the entity to which the "Management Assets"
(as hereinafter defined) will be assigned pursuant to the Acquisition Agreement.

                  D. Assignor now desires to assign the Management Assets to
Assignee in accordance with the terms and provisions set forth herein.

                                A G R E E M E N T

                  NOW, THEREFORE, in consideration of the foregoing premises and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:

1.  Assignment by Assignor.  Subject to all of the terms and conditions of the
acquisition Agreement, Assignor hereby unconditionally and irrevocably:

     (a) assigns,  transfers,  conveys,  contributes,  delivers and sets over to
Assignee all of Assignor's management operation and control, management know-how
and management relationships with respect to each Property and all of Assignor's
right,   title  and  interest  in,  to  and  under  the  Management   Agreements
(collectively,  the "Management Assets"), including, without limitation: (i) all
rights and powers with respect to the  management  and control of the day-to-day
business operations of each Property; (ii) all payments and rights to payment of
any kind or nature  whatsoever,  whether  as fees,  percent  of rents  received,
reimbursement,  commission, or otherwise, due or to become due, under or arising
out of any Management  Agreement  attributable  to the period from and after the
Closing Date;  (iii) any and all  agreements  relating to the management of each
Property (but not any other  property) to which Assignor is a party  (including,
without  limitation,  the  Management  Agreements  and all  service  and  vendor
contracts to which Assignor is a party in connection with the management of each
Property,  but not any other property);  (iv) all of Assignor's claims,  rights,
powers, privileges,  authority, options, security interests, liens and remedies,
if any, against, under or in respect to each Property or under or arising out of
any  Management  Agreement;  and (v) all present and future  claims,  if any, of
Assignor  against the Partnership or any third party under or arising out of any
Management  Agreement,  for monies loaned or advanced,  for services rendered or
otherwise;

     (b)  resigns as manager of each  Property,  as of 12:01 a.m. on the Closing
Date.

2. Acceptance.  By acceptance of this Assignment, Assignee accepts the foregoing
assignment of the Management Assets.

3. Representations. Assignor hereby represents and warrants to Assignee that (i)
all of the representations and warranties made by Assignor in the Acquisition
Agreement are hereby ratified and confirmed to Assignee as of the date hereof,
and (ii) Assignor has performed all of the covenants to be performed by it with
respect to the Management Assets pursuant to the terms of the Acquisition
Agreement.

4. Effect.  This Assignment shall be effective from and after the date hereof.

5. Successors and Assigns.  This  Assignment  shall inure to the benefit of and
be binding upon Assignor and Assignee and their  respective  successors  and
assigns.

6. Governing  Law.  This  Assignment  shall be  construed  and enforced in
accordance  with the laws of the State where the  Property  is located,  without
regard to its principles of conflicts of law.

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         IN WITNESS WHEREOF, Assignor has executed this Assignment as of the day
and year first written above.



ASSIGNOR:

BENCHMARK PROPERTIES, INC.,
an Ohio corporation



By:           /s/  Daniel P. Riedel
         Name:  Daniel P. Riedel
         Title: President




<PAGE>


                                   SCHEDULE 1



Property:    Deerfield  Apartments,  860  Deerfield  Boulevard,  Cincinnati,
             Ohio Oakbrook  Apartments,   7670  North  Oakbrook  Drive,
             Reynoldsburg, Ohio Woodhills Apartments, 1000 Clubhouse Drive,
             West Carrollton, Ohio

Partnership: Brown-Benchmark Properties Limited Partnership, a Delaware limited
             partnership


Management Agreements:

            Management Agreement, daetd as of May 16, 1988, by
            and between Brown-Benchmark Properties Limited
            Partnership, a Delaware limited partnership, and
            Benchmark Properties, Inc., an Ohio corporation.
            (Deerfield)

            Management Agreement, daetd as of August 17, 1987, by
            and between Brown-Benchmark Properties Limited
            Partnership, a Delaware limited partnership, and
            Benchmark Properties, Inc., an Ohio corporation.
            (Oakbrook)

            Management Agreement, daetd as of August 17, 1987, by
            and between Brown-Benchmark Properties Limited
            Partnership, a Delaware limited partnership, and
            Benchmark Properties, Inc., an Ohio corporation.
            (Woodhills)




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                                     CONSENT

The undersigned, Brown-Benchmark Properties Limited Partnership, a Delaware
limited partnership (the "Partnership"), the owner under the above-referenced
Management Agreements, does hereby consent to the foregoing assignment. Without
limiting the foregoing, from and after the date hereof, the Partnership agrees
to accept performance of the Manager's obligations under the Management
Agreements from, and to render performance of the Partnership's obligations
under the Management Agreements to, Assignee and hereby releases Assignor from
any liability under the Management Agreements arising from and after the date
hereof.

BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP,
a Delaware limited partnership,


By:      Brown-Benchmark AGP, Inc.,
         a Maryland corporation
         Administrative General Partner


         By:         /s/ Terry F. Hall
                  -----------------------------------
         Name:       Terry F. Hall
                  -----------------------------------
         Title:      Vice President
                  -----------------------------------












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