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                                                                   EXHIBIT 10.21

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

         THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), is made
and entered into as of the 3rd day of November, 2004, by and between Allen &
O'Hara, Inc., a Tennessee corporation (the "Assignor"), Education Realty
Operating Partnership, LP, a Delaware limited partnership, (the "Assignee"), and
Morgan Keegan & Company, Inc. ("Morgan Keegan," and together with the Assignor
and the Assignee, the "Parties"), which joins this Agreement to provide its
consent.

         WHEREAS, the Assignor and Morgan Keegan have entered into a letter
agreement dated as of March 18, 2004 (the "Letter Agreement"), pursuant to which
Morgan Keegan acts as the Assignor's exclusive financial advisor with respect to
a possible acquisition by the Assignor; and

         WHEREAS, the Assignor desires to assign its interests and obligations
under the Letter Agreement to the Assignee, and the Assignee desires to assume
the Assignor's interests and obligations under the Letter Agreement;

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

         1. Definitions. All capitalized terms not otherwise defined herein
shall have the meanings assigned to them in the Letter Agreement.

         2. Assignment. The Assignor hereby assigns to Assignee all of its
rights, title and interest in, to and under the Letter Agreement effective as of
the date hereof (the "Effective Date").

         3. Assumed Liabilities. The Assignee hereby assumes the
responsibilities, duties, obligations and liabilities under and with respect to
the Letter Agreement as of the Effective Date.

         4. Indemnification. Assignee agrees to pay, perform and discharge when
due, and to indemnify and defend the Assignor and its affiliates and hold the
Assignor and its affiliates harmless from and against all losses, claims,
damages, liabilities or expenses arising after the Effective Date as a result of
Assignee's acts or omissions. The Assignor agrees to indemnify and defend the
Assignee and its affiliates and hold the Assignee and its affiliates harmless
from and against all losses, claims, damages, liabilities or expenses arising
prior to the Effective Date as a result of Assignor's acts or omissions.

         5. Terms of the Letter Agreement. Except as expressly provided herein,
nothing in this Agreement shall operate or be construed to modify, waive, limit,
expand or release any of the express provisions of the Letter Agreement nor
shall it be deemed to create any additional rights or obligations of the Parties
hereto. In the event of any conflict between the terms and conditions of this
Agreement and the Letter Agreement, the terms and conditions of this Agreement
will control.

         6. Counterparts. This Agreement may be executed in one or more
counterparts, each of which is an original, but all of which together constitute
one and the same instrument.



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         7. Governing Law. This Agreement, and its validity, interpretation and
effect, shall be governed by and construed in accordance with the laws of the
State of Tennessee, without regard to principles of conflicts of law.

         8. Waivers and Amendments. No waiver and no modification of any
provision of this Agreement is effective unless made in writing and duly signed
by the Parties.

         9. No Third Party Beneficiaries. Nothing in this Agreement, whether
express or implied, is intended to confer any rights or remedies under or by
reason of this Agreement on any persons other than the Parties and their
respective permitted successors and assigns, nor is anything in this Agreement
intended to relieve or discharge the obligation or liability of any third
persons to any Party, nor give any third persons any right of subrogation or
action against any Party.

         10. Captions. The captions of the various Sections of this Agreement
are included only for convenience of reference and do not modify, explain,
enlarge or restrict or in any way affect the construction or interpretation of
any of the provisions of this Agreement.

         11. Further Assurances. Each Party hereto covenants and agrees, at its
own expense, to take such further action and execute and deliver such further
instruments of conveyance and transfer and of assumption as may be reasonably
requested by the other Party to carry out the provisions and purpose of this
Agreement.





                    [SIGNATURES APPEAR ON THE FOLLOWING PAGE]

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         IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed as of the date first above written.


                           ALLEN & O'HARA, INC.



                           By:  /s/ Paul O. Bower
                               -------------------------------------------------
                               Paul O. Bower
                               President and Chief Executive Officer


                           EDUCATION REALTY OPERATING PARTNERSHIP, LP

                           By:  Education Realty OP GP, Inc., a Delaware
                                 corporation, its general partner


                                    By:  /s/ Paul O. Bower
                                        ----------------------------------------
                                        Paul O. Bower
                                        President and Chief Executive Officer

                           MORGAN KEEGAN & COMPANY, INC.

                           By:  /s/ Scott Garfunkel
                               -------------------------------------------------
                               Name:  Scott Garfunkel
                               Title: Managing Director









              Signature Page to Assignment and Assumption Agreement



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