<PAGE>

                                                                  EXHIBIT 10.22

                    PROPERTY MANAGEMENT AND LEASING AGREEMENT

                    ________[PROPERTY NAME]_______ APARTMENTS

                                 BY AND BETWEEN
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                   EDUCATION REALTY OPERATING PARTNERSHIP, LP

                                       AND

                          JPI MANAGEMENT SERVICES, L.P.


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                                TABLE OF CONTENTS

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ARTICLE 1 DEFINITIONS.............................................................................................  1

         Section 1.1     Definitions .............................................................................  1
         Capital Budget...........................................................................................  1
         City.....................................................................................................  1
         Fiscal Year..............................................................................................  1
         Land.....................................................................................................  1
         Legal Requirements.......................................................................................  1
         Marketing Plan...........................................................................................  1
         Monthly Gross Collections................................................................................  1
         Operating Budget.........................................................................................  2
         Operating Plan...........................................................................................  2
         Project..................................................................................................  2
         Project Account..........................................................................................  2
         Rent Schedule............................................................................................  2
         Standard Lease Forms.....................................................................................  2

ARTICLE 2 APPOINTMENT OF MANAGER..................................................................................  2

         Section 2.1     Appointment of Manager...................................................................  3

ARTICLE 3 TERM....................................................................................................  3

         Section 3.1     Term.....................................................................................  3

ARTICLE 4 DUTIES OF MANAGER.......................................................................................  3

         Section 4.1     Manager's General Duties.................................................................  3
         Section 4.2     Preparation of Annual Operating Plan.....................................................  3
         Section 4.3     Supplement to Operating Plan.............................................................  3
         Section 4.4     Leasing of Project.......................................................................  4
         Section 4.5     Acceptance of Personal Property..........................................................  4
         Section 4.6     Employment of Personnel..................................................................  4
         Section 4.7     Service Contracts........................................................................  5
         Section 4.8     Maintenance and Repair of Property.......................................................  5
         Section 4.9     Collection of Monies.....................................................................  6
         Seciton 4.10    Enforcement of Collections...............................................................  6
         Section 4.11    Manager Disbursements....................................................................  6
         Section 4.12    Records..................................................................................  6
         Section 4.13    Reporting................................................................................  7
         Section 4.14    Resident Complaints/Requests.............................................................  7
         Section 4.15    Returns Required by Law..................................................................  7
         Section 4.16    Compliance with Legal Requirements.......................................................  7
         Section 4.17    Services to Tenants......................................................................  7
         Section 4.18    Claims...................................................................................  7
         Section 4.19    Rules and Regulations....................................................................  8
         Section 4.20    Legal Counsel............................................................................  8
         Section 4.21    Notices to Owner.........................................................................  8
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ARTICLE 5 RELATIONSHIP OF MANAGER TO OWNER........................................................................  8

         Section 5.1     Monthly Management Fee...................................................................  8
         Section 5.2     Reimbursable Expenses....................................................................  8
         Section 5.3     Payments.................................................................................  9
         Section 5.4     Major Repairs or Remodeling..............................................................  9
         Section 5.5     On-Site Computer Systems.................................................................  9
         Section 5.6     Manager's Affiliates and Subsidiaries....................................................  9
         Section 5.7     Use and Operation of the Project.........................................................  9
         Section 5.8     Separation of Owner's Monies.............................................................  9
         Section 5.9     Manager's Insurance...................................................................... 10
         Section 5.10    Expense of Owner......................................................................... 10
         Section 5.11    Employee Discounts and Bonuses........................................................... 10

ARTICLE 6 OWNER'S OBLIGATIONS..................................................................................... 10

         Section 6.1     Owner's Obligation to Fund............................................................... 10
         Section 6.2     Owner's Insurance........................................................................ 10
         Section 6.3     Waiver of Subrogation.................................................................... 11

ARTICLE 7 INDEMNIFICATION......................................................................................... 11

         Section 7.1     Indemnification.......................................................................... 11
         Section 7.2     Indemnification by Manager............................................................... 11
         Section 7.3     Notice of Claims......................................................................... 11

ARTICLE 8 DEFAULT AND TERMINATION................................................................................. 11

         Section 8.1     Default and Termination - For Cause...................................................... 12
         Section 8.2     Termination - Without Cause.............................................................. 12
         Section 8.3     Duties Upon Termination.................................................................. 12

ARTICLE 9 MISCELLANEOUS........................................................................................... 13

         Section 9.1     Entire Agreement......................................................................... 13
         Section 9.2     Heading.................................................................................. 13
         Section 9.3     Governing Law............................................................................ 13
         Section 9.4     Legal Fees............................................................................... 13
         Section 9.5     Third Party Beneficiaries................................................................ 13
         Section 9.6     Assignment............................................................................... 13
         Section 9.7     Disclaimer of Fiduciary Status........................................................... 13
         Section 9.8     Notices.................................................................................. 13
         Section 9.9     Severability............................................................................. 14
         Section 9.10    Performance.............................................................................. 14
         Section 9.11    Exhibits................................................................................. 14
         Section 9.12    Manager's Status......................................................................... 14
         Section 9.13    WAIVER OF JURY TRIAL..................................................................... 14
         Section 9.14    Limitation of Recourse................................................................... 15
         Section 9.15    Counterpart.............................................................................. 15
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TABLE OF CONTENTS                                                       Page ii
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EXHIBIT "A" - Legal Description
EXHIBIT "B" - On-Site Computer Systems
EXHIBIT "C" - Manager's Insurance
EXHIBIT "D" - Owner's Insurance


TABLE OF CONTENTS                                                      Page iii
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                    PROPERTY MANAGEMENT AND LEASING AGREEMENT

         THIS PROPERTY MANAGEMENT AND LEASING AGREEMENT (this "AGREEMENT") is
made as of [MONTH] [DAY], [YEAR], by and between EDUCATION REALTY OPERATING
PARTNERSHIP, LP, a Delaware limited partnership (together with its successors
and assigns, herein referred to as "OWNER") and JPI MANAGEMENT SERVICES, L.P., a
Delaware limited partnership (herein referred to as "MANAGER") to become
effective on the Effective Date as defined herein.

                                   ARTICLE 1

                                   DEFINITIONS

         Section 1.1    Definitions.  When used in this Agreement, the
following terms shall have the meanings set forth opposite such terms,
respectively:

                  "Capital Budget" means the annual capital budget for the
         expenditures for major repairs, renovations and/or capital improvements
         in, on or about the Project, detailing the timing of such matters and
         the estimated cost.

                  "City" means [CITY], [STATE].

                  "Closing" means the closing of the [DESCRIBE CONTRACT OF
         SALE/CONTRIBUTION or CONTRACT OF SALE]

                  "Effective Date" means the date on which the Closing is
         completed and becomes effective.

                  "Fiscal Year" means a calendar year.

                  "Land" means the approximate [NUMBER] acre tract of land more
         particularly described on EXHIBIT "A", attached hereto and made a part
         hereof.

                  "Legal Requirements" means all statutes, laws, orders, codes,
         regulations and requirements affecting the management, leasing, use,
         construction, repair or reconstruction of the Project by any federal,
         state or local governmental authority having jurisdiction as well as
         the orders of the fire marshal, board of fire underwriters and similar
         bodies.

                  "Marketing Plan" means the overall annual advertising and
         other marketing plans for the Project detailing, among other things,
         the timing, cost and media type to be utilized.

                  "Monthly Gross Collections" means the amount of all cash
         receipts from the Project and shall include: (a) rentals collected
         pursuant to all residential, carport, garage and storage leases for
         each month during the term of this Agreement, (b) security, pet and
         other deposits forfeited during such period, (c) proceeds from business
         income or rental interruption insurance or other proceeds effecting a
         replacement of lost income, (d) interest and income earned on deposited
         funds, (e) late charges or fees, (f) application and processing fees
         and forfeited application deposits, (g) proceeds from the rental of or
         payments with respect to washers and dryers, (h) proceeds from vending
         machines or other concessions or the rental paid to Owner by the
         supplier of such vending machines or


PROPERTY MANAGEMENT AND LEASING AGREEMENT           APARTMENTS           Page 1
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         other concessions, (i) periodic proceeds (not up-front cash payments)
         from service contracts relating to providing telephone, cable, alarm,
         internet and other communications related devices, (j) non-refundable
         deposits or fees from residents, (k) service charges on utilities
         billed by Manager, (l) application and processing fees, (m) proceeds
         from the sale of used furniture, (n) non-refundable deposits or fees
         collected from the resident, and (o) other income which is directly
         related to management of the Project; provided, however, it shall not
         include (i) Owner's capital contributions or working capital advances,
         nor any interest thereon, (ii) the proceeds of any financing or
         voluntary conversion, sale, exchange, pledging or other disposition or
         encumbrance of all or any part of the Project, (iii) casualty insurance
         proceeds (other than from loss of rents or similar replacement
         insurance), (iv) condemnation awards, (v) refundable rental deposits or
         security and pet deposits received from residents or other deposits
         received from residents or applicants (other than forfeited deposits),
         (vi) abatement or reduction of taxes, or (vii) discounts and dividends
         on insurance policies.

                  "Operating Budget" means the annual operating budget which
         sets forth the detail and summary of anticipated receipts and
         disbursements for the upcoming fiscal year.

                  "Operating Plan" means the overall annual plan for the
         management and leasing of the Project consisting of an Operating
         Budget, Marketing Plan, Capital Budget and Rent Schedule, each of which
         have been approved by Owner.

                  "Project" means the residential apartment project constructed
         on the Land (as heretofore defined) generally consisting of [NUMBER]
         apartment units, and other improvements, amenities and appurtenances
         associated therewith.

                  "Project Account" shall mean the bank account established by
         the Manager for the Project in accordance with the provisions of
         SECTION 5.8 hereof.

                  "Rent Schedule" means the schedule of rents which sets forth
         the proposed monthly rents for the respective types of units in the
         Project together with any anticipated marketing incentive programs set
         forth in the Marketing Plan or a rent schedule that has been
         recommended by the Manager and adopted by the Owner during any fiscal
         year.

                  "Standard Lease Forms" means the forms of the Apartment Lease
         Contract, Inventory and Condition Form Rental Application, Pet
         Agreement and other forms utilized for the leasing of the Project as
         approved by Owner.

                                   ARTICLE 2

                             APPOINTMENT OF MANAGER

         Section 2.1    Appointment of Manager.  Subject to the terms and
conditions as hereinafter provided, Owner hereby appoints Manager as the sole
and exclusive management and leasing representative for the Project. Manager
hereby accepts such appointments and shall use reasonable, business-like efforts
with respect to the management and leasing of the Project in accordance with the
terms of this Agreement and in accordance with the standard management and
leasing of comparable apartment communities in the City's metropolitan area,
subject, however, to contrary instructions prescribed in writing by Owner and to
the operating and financial parameters stated in the Operating Plan.


PROPERTY MANAGEMENT AND LEASING AGREEMENT           APARTMENTS           Page 2
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                                   ARTICLE 3

                                      TERM

         Section 3.1    Term.  This Agreement shall commence upon the Effective
Date and, subject to ARTICLE 8, below, shall continue for a period of
[THIRTY/SIXTY/NINETY] [(30/60/90)] days, plus, for the first month, the number
of days from the Effective Date through the last day of the month in which the
Closing occurs. This Agreement shall automatically renew monthly thereafter
unless (a) either party provides written notice to the other party of such
party's intent to terminate this Agreement at least [THIRTY/SIXTY/NINETY]
[(30/60/90)] days prior to the expiration of the initial term or any renewal
term, or (b) this Agreement has been terminated in accordance with other terms
or conditions herein contained. Upon request of either party, each party hereby
agrees to execute a letter agreement setting forth the specific dates of the
expiration of the initial term and such agreement shall thereupon become part of
and an amendment to this Agreement.

                                   ARTICLE 4

                                DUTIES OF MANAGER

         Section 4.1    Manager's General Duties.  In managing and leasing the
Project, the Manager shall manage, operate, staff and maintain the Project in an
efficient and reasonably satisfactory manner. Manager's duties shall include,
but shall not necessarily be limited to, the specific duties listed below in
this ARTICLE 4.

         Section 4.2    Annual Operating Plan.  Manager shall implement the
Operating Plan prepared by Owner. The Operating Plan shall constitute a standard
to which Manager shall reasonably attempt to adhere in the operation of the
Project; provided, however, as the Operating Plan is a budget, Manager makes no
representation or warranty that the actual operations of the Project shall
conform to such plan. Except in an emergency, Manager shall not expend funds in
any fiscal year in excess of the budgeted line item amounts in the Operating
Budget without Owner's prior written approval. In the event any Fiscal Year
shall commence without an approved Operating Plan, until the Operating Plan for
such Fiscal Year is approved, Manager shall be entitled to make expenditures for
items specified in the approved Operating Plan for the past Fiscal Year, at a
rate not in excess of the rate permitted under that prior Operating Plan (other
than for utilities, taxes, insurance premiums and mortgage payments), without
the prior consent of Owner.

         Section 4.3    Supplement to Operating Plan.  If Owner determines (and
thereafter notifies Manager) or if Manager identifies (and thereafter provides
written notice to Owner) that there has occurred a material variance within any
plan, budget or schedule of the current Operating Plan (whether due to change in
market conditions, a material change in the Project or an unforeseen cost,
expense, or occurrence), and controllable costs have increased by more than
thirty percent (30%) in excess of the respective budget, at Owner's request,
Manager shall prepare and submit to Owner within thirty (30) days after Owner's
notification to Manager, a supplement to the then current Operating Plan
("SUPPLEMENT") together with a narrative explanation of the change and why a
change was necessary, suggested, or needed. Once the Supplement is reviewed and
approved by Owner, the Supplement will act to modify the current Operating Plan
and, as modified, the Operating Plan will continue.

         Section 4.4    Leasing of Project.  Manager shall reasonably endeavor
to lease the Project as expeditiously as possible, and to keep the Project
leased to students of [UNIVERSITY NAME]


PROPERTY MANAGEMENT AND LEASING AGREEMENT           APARTMENTS           Page 3
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or other desirable categories of residents approved by Owner in advance in
writing at rentals at least equal to those set forth on the approved Rent
Schedule; provided, however Manager does not warrant or represent that the
Project shall meet any specific occupancy or leasing goals; that any resident
leasing space in the Property shall actually be suitable, creditworthy or
desirable; or that occupancy goals will be reached within any specific time. All
inquiries for any lease(s) or renewals(s) for the leasing of the Project shall
be referred to Manager and all negotiations connected therewith shall be
conducted by or under the direction of Manager subject to the terms of this
Agreement. Leases or other agreements of residents executed on other than
Standard Lease Forms shall require the prior approval of Owner. Subject to the
Annual Operating Plan, substantial compliance with the Rent Schedule and the use
of approved forms, Manager is authorized to execute, deliver, renew, modify and
terminate leases on behalf of Owner; provided, however, that (i) all leases
shall be for a period of no longer than twelve (12) months, and (ii) all leases
shall be in compliance with written guidelines provided by the Owner from time
to time. Subject to compliance with the Rent Schedule, Manager is authorized to
permit such concessions, considerations, or other special arrangements as may be
deemed appropriate, necessary or desirable by Manager in the leasing of units
within the Property; but no such concessions, considerations, rebates, free
rent, allowances or special arrangements shall be made or given in connection
with the leasing of the Property without the prior written approval of Owner to
the extent that the granting thereof shall not comply with the Rent Schedule.

         Section 4.5    Acceptance of Personal Property.  Manager hereby
acknowledges and accepts delivery of the on-site computer systems listed on
EXHIBIT "B" attached hereto, such property being accepted in its "as-is"
condition.

         Section 4.6    Employment of Personnel.  On the basis of the Operating
Plan, Manager shall investigate, hire, train, pay, supervise and discharge the
personnel necessary to be employed in order to manage and lease the Project.
Such personnel shall in every instance be deemed employees of Manager and not of
Owner and Owner shall have no rights with respect to or responsibility for the
supervision or direction of any such personnel. All employees of the Manager on
the Property payroll shall work solely and specifically for the Property unless
disclosed to and approved by Owner. The costs of gross salaries, leasing
bonuses, and other incentive compensation payments or pro-rata share thereof,
including payroll taxes, insurance, worker's compensation, and other employee
benefits of the on-site manager and staff as approved by Owner in the Operating
Budget shall be reimbursed to Manager to the extent expended by Manager and
provided, Manager represents, warrants and agrees that it and its affiliates
will pay and/or deduct from the compensation of employees all contributions,
taxes and other payments or charges required to be paid and/or deducted by an
employer under the provisions of all applicable state unemployment insurance,
disability benefits and withholding tax laws, and will comply with all other
local, state and federal laws, regulations and requirements applicable to
employees or affecting their compensation or conditions of employment or
applicable to the Manager for the performance of the services hereunder;
subject, however, to Manger's right to reasonably contest the enforcement
thereof. If requested by Owner, Manager shall promptly furnish, from time to
time, reasonably satisfactory proof of (or allow Owner to inspect the Manager's
records to confirm) compliance with any of the foregoing, to the extent such
proof is available. Except for on-going, on-site training (the scope of which
has been provided to Owner showing the training's relationship with the
Property), any and all expenses associated with the education and/or training of
Manager's employees shall not be the financial responsibility of the Owner
unless approved in the Operating Budget by Owner. The cost of the Worker's
Compensation Insurance shall be deducted from the Monthly Gross Collections as
an operating expense and included in the monthly reports. Manager understands
and agrees that its relationship to Owner is that of independent contractor and
that it will not represent to anyone that its relationship to Owner is other
than that of independent contractor.


PROPERTY MANAGEMENT AND LEASING AGREEMENT           APARTMENTS           Page 4
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         Section 4.7    Service Contracts.  On the basis of the Operating Plan,
Manager shall, upon request by Owner, execute in the Project's name and on
behalf of Owner, contracts for water, electricity, gas, fuel, oil, landscape
maintenance, security services, pool maintenance, cleaning, apartment locator
services, washer and dryer rental, copier rental, cable TV, sign service,
vending, telephone, vermin extermination, trash removal and other necessary
services. Any of the foregoing contracts which are entered into in arms length
transactions on the basis of the Operating Plan and which are cancelable by
Owner, or by Manager on behalf of Owner, on thirty (30) days written notice
without any termination fee or penalty shall not require Owner's prior approval.
No approval shall be required by Owner as to the cost, terms, or purpose of any
such service or contract unless and only to the extent that the total cost of
such service contract exceeds the allocation for such service contract in the
Operating Budget by more than five percent (5%) or $5,000, whichever is less, or
has a term of more than one (1) year. Manager shall, on behalf of the Owner and
subject to the Operating Budget, place orders for such equipment, tools,
appliances, materials and supplies as are necessary to properly manage and lease
the Project. When taking bids or issuing purchase orders, Manager shall act at
all times under the direction of Owner and shall secure for and credit to Owner
any discounts, commissions, or rebates obtained as a result of such purchases.

         Section 4.8    Maintenance and Repair of Property.  Manager shall,
subject to the parameters of the Operating Budget, use commercially reasonable
efforts to maintain the buildings, appurtenances and grounds of the Project in
substantial accordance with standards prescribed by Owner, including, without
limitation thereof, interior and exterior cleaning, painting and decorating,
plumbing, carpentry, and such other normal maintenance and repair work as may be
desirable; provided, however, that no warranty, express or implied, shall arise
from the foregoing Manager's obligation as to the tenantability, habitability,
suitability or fitness for a particular purpose of the buildings, appurtenances
and grounds. For any one non-budgeted item of repair or replacement, Owner's
authorization is required if the expense exceeds Twenty-Five Hundred Dollars
($2,500.00), and for any one budgeted item of repair or replacement, the expense
incurred shall not be in excess of the budgeted amount by twenty-five percent
(25%) or Twenty-Five Hundred Dollars ($2,500.00), whichever the lesser, unless
specifically authorized by Owner; provided, however, that emergency repairs
necessary for the preservation and safety of the Project or the avoidance or the
suspension of any service to the Project or the protecting of life or property
from serious injury or damage may be made by Manager, but Manager will confer
immediately with Owner regarding every such expenditure and will furnish a
complete written report as soon as possible.

         Section 4.9    Collection of Monies.  On behalf of Owner, Manager
shall use reasonable business efforts to collect all rent and other charges due
from residents, applicants and others. All monies collected by Manager shall be
forthwith deposited in the separate bank account referred to in SECTION 5.6.

         Section 4.10   Enforcement of Collections.  On behalf of Owner, Manager
(a) shall request, demand, collect, receive and provide receipts for all rental
and other income of the Project; (b) may institute legal proceedings for the
collection thereof and the dispossession and/or termination of the resident's
rights of possession or a contracting party's contractual agreement; provided,
however, such expense shall not exceed $1,000.00 without the prior written
approval of Owner, (c) compromise and settle lawsuits against residents or
service providers, and (d) incur reasonable collection fees and costs and legal
expenses in connection with such activities, which fees, costs and expenses
shall be a cost of the Project and payable by Owner.

         Section 4.11   Manager Disbursements.  From Project funds collected
and deposited in the Project Account, but only to the extent sufficient funds
are available and only if Owner has not


PROPERTY MANAGEMENT AND LEASING AGREEMENT           APARTMENTS           Page 5
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elected to pay such amounts directly or instructed Manager in writing to the
contrary, Manager shall cause to be disbursed regularly and punctually amounts
otherwise due and payable as operating expenses of the Project authorized to be
incurred under the terms of this Agreement, including, without limitation, the
Monthly Management Fee and Manager's reimbursable expenses. Any balance
remaining in the Project Account after disbursements have been made and
appropriate, as determined by the Operating Plan, reserves have been established
and funded, shall be disbursed or transferred as generally or as specifically
directed from time to time by Owner. If at any time the funds in the Project
Account are insufficient to pay all the expenses which Manager is required or
permitted to pay pursuant to this Agreement, Manager shall give Owner notice of
the need for additional funds and, in the event that Owner fails to furnish
sufficient funds to pay for the foregoing: (i) Manager may draw from the Project
account its Monthly Management Fee and reimbursable expenses, then (ii) Manager
shall apply the remaining funds available to satisfy outstanding liabilities,
costs and expenses, according to such priority as Owner directs; (iii) Manager
shall have no liability whatsoever for any consequences arising from such
failure by Owner; and (iv) Owner hereby indemnifies Manager and agrees to defend
and hold Manager harmless from any and all claims or actions by third parties
and all liability, cost and expense arising from failure to make any
expenditures or from inability to draw checks or from the failure or refusal of
any entity upon which a check is drawn to honor same by reason of the failure of
Owner to provide sufficient funds in response to such notice.

         Section 4.12   Records.  Manager shall maintain at its principal office
and at the Project's leasing offices or such other places as may be approved by
Owner a system of office records, books and accounts relating to the Project.
Owner and other parties designated by the Owner shall have at all reasonable
times during Manager's normal business hours, upon prior notice, access to such
records, accounts and books and to all vouchers, files and all other material
pertaining to the Project and this Agreement. The parties hereby agree that the
ownership of such records (but not the systems on which they are kept or
calculated and which are licensed to or owned by Manager) shall be vested in
Owner, and Owner shall have the right at any time to inspect the records.
Manager will furnish to Owner, at Owner's cost, copies of any of the above
records on a timely basis as they may be requested and will deliver all such
records to Owner upon the termination of this Agreement. Manager shall have the
right to retain copies of such records for its files.

         Section 4.13   Reporting.  Manager shall provide to Owner the
following reports (in such forms as are provided by Manager and approved by
Owner, but subject to Manager's software capabilities):

         1.       Within two (2) business days after the end of each week,
         during the leasing season, weekly marketing and leasing reports;

         2.       Within thirty (30) days after the end of each calendar month
         or such period as may be required by Owner's lender, and which is
         reasonably acceptable to Manager, the following reports: monthly income
         summary, rent roll report, accounts receivable and aging schedule,
         security deposit report, current rent schedule, lease expiration
         report, accounts payable schedule, bank reconciliation report, and
         balance sheet and income statement; and

         Section 4.14   Resident Complaints/Requests.  Manager shall exercise
businesslike relationships with residents and shall receive, log in and respond
timely to all resident complaints and requests for services. Manager shall keep
systematic records showing the action(s) taken with respect to each material
complaint or request. Complaint(s) of a material nature shall be


PROPERTY MANAGEMENT AND LEASING AGREEMENT           APARTMENTS           Page 6
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reported to Owner with an appropriate recommendation or an itemization of
alternatives for Owner's review. Manager shall be required to respond to such
complaints as directed by Owner and Owner shall respond promptly indicating its
approval or changes to any recommendation of Manager or its approval or changes
to any itemized alternative.

         Section 4.15   Returns Required by Law.  Manager shall exercise
diligent, good faith efforts to execute and file punctually when due all forms,
reports and returns required by law relating to the employment of personnel and
to the operation of the Project.

         Section 4.16   Compliance with Legal Requirements.  Manager shall use
commercially reasonable efforts to take such actions as may be necessary to
comply with any and all Legal Requirements, subject to the limitations contained
in this Section; provided, however, Manger shall not be deemed to be a warrantor
or a guarantor that the Project meets such Legal Requirements. Manager, however,
shall not take any such action as long as Owner is contesting, or has affirmed
its intention to contest and promptly institutes proceedings contesting any such
order or requirement, except that, if failure to comply promptly with any such
order or requirement would or might reasonably expose Owner, Manager or any of
Manager's employees or agents to criminal liability, Manager shall cause the
same to be complied with without first obtaining Owner's approval. Manager shall
promptly, and in no event later than seventy-two (72) hours from the time of
their receipt, forward to Owner copies of all such orders and notices of
requirements.

         Section 4.17   Services to Residents.  In connection with its
management and leasing of the Project, Manager shall coordinate and facilitate
on Owner's behalf the supplying to the residents of the Project (i) the
utilities and other services stipulated in the leases, (ii) such other services
as Owner may approve or specify in writing, and (iii) the services contemplated
and/or specifically prescribed in the Operating Plan.

         Section 4.18   Claims.  Manager shall advise Owner promptly by
telephone, with confirmation in writing, of the service upon Manager of any
summons, subpoena, citation or claim for matters relating to the leasing,
operation, management or maintenance of the Project.

         Section 4.19   Rules and Regulations.  Manager may, with Owner's prior
written approval, adopt and from time to time modify the rules and regulations
which are intended to govern the day-to-day activities of the residents of the
Project.

         Section 4.20   Legal Counsel.  For matters in the ordinary course of
business, Manager shall employ, at Owner's cost, legal counsel of Manager's
choosing, in order to represent the Owner's interest therein. For matters other
than in the ordinary course of business, Manager shall inform Owner thereof and
shall conform to the Owner's desired course of action and shall utilize the
attorney selected by Owner.

         Section 4.21   Notices to Owner.  Manager shall notify the Owner
promptly (which notice shall include copies of supporting documentation) of any
notice of violation of any Legal Requirements; any material defect in the
Project of which Manager has actual knowledge; any fire or other material
casualty loss to the Project; any condemnation action, rezoning or other
governmental order; and any tax assessment notices.


PROPERTY MANAGEMENT AND LEASING AGREEMENT           APARTMENTS           Page 7
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                                   ARTICLE 5

                        RELATIONSHIP OF MANAGER TO OWNER

         Section 5.1    Monthly Management Fee.  Owner agrees to pay to Manager
all of Manager's reimbursable expenses for the preceding month together with a
fee (the "MONTHLY MANAGEMENT FEE") computed and payable monthly in arrears in an
amount equal to four percent (4%) of the Monthly Gross Collections of the
Project. The Monthly Management Fee will be due and payable on or before the
tenth (10th) day after Owner's receipt of an invoice from Manager with respect
to and showing the amount of Monthly Gross Collections received, if any, during
the immediately preceding month.

         Section 5.2    Reimbursable Expenses.  As approved by Owner in the
Operating Budget, the following reimbursable expenses shall be paid to Manager
simultaneously with payment of the Monthly Management Fee: the costs of gross
salaries, leasing bonuses, other incentive compensation payments, and employee
benefits, including, without limitation, housing, payroll taxes, insurance,
worker's compensation, unemployment compensation and other employment taxes,
group insurance, pension or 401K co-contributions, premiums for disability
insurance, and other employee benefits of the on-site manager and staff and of
off-site personnel approved in writing in advance by Owner. As to employees of
Manager or an affiliate who are on-site on a full time basis, such reimbursement
shall be equal to one hundred percent (100%) of those salaries, bonuses,
payments and benefits; as to employees of the Manager or an affiliate who are
utilized for the Project for only a portion of their time or who are located at
Manager's headquarters and whose time is properly allocable to the Project (such
as, but not limited to, trainers, leasing specialists, tax and audit personnel
and personnel performing bookkeeping functions for the Project, whether on-site
or off-site) rather than to Manager's overhead in general, the reimbursement of
those employee's salaries, bonuses, payment and benefits shall be in proportion
to the time spent at the Project or working on Project related matters in the
off-site location.

         Section 5.3    Payments.  If Manager invoices Owner for the Monthly
Management Fee and/or reimbursable expenses, such amounts shall be due and
payable on or before the seventh (7th) business day after Owner's receipt of the
invoice. Past due payments shall bear interest at ten percent (10%) per annum
until paid.

         Section 5.4    Major Repairs or Remodeling.  Owner shall pay to
Manager an administrative fee equal to four percent (4%) of the costs of any
construction, repair or renovation work which is in excess of a budget of
$5,000.00, to compensate Manager for the extra duties and obligations related to
the conduct of such work on the Project, provided, however, all such work must
be approved in advance in writing by Owner.

         Section 5.5    On-Site Computer Systems.  Owner acknowledges that it
shall provide and maintain the computer hardware systems more specifically
described on EXHIBIT "B", attached hereto and made a part hereof, and that such
systems will be installed at the Project. Manager, as the holder of the licenses
thereon, shall provide the software necessary to provide the reports required in
SECTION 4.12 hereof and such software shall remain the property of Manager.

         Section 5.6    Manager's Affiliates and Subsidiaries.  Upon not less
than five (5) days prior written notice to Owner and unless Owner notes
reasonable objection thereto, in performing work at the Project, Manager may,
from time to time, deal with certain of its affiliated or subsidiary
organizations as independent contractors. The amounts payable to any such
related entity shall not be greater than would have been paid under an
arms-length contract with a non-related entity.


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<PAGE>

         Section 5.7    Use and Operation of the Project.  Manager agrees not
to knowingly permit the use of the Project for any purpose which might void any
policy of insurance held by Owner, which might render any loss thereunder
uncollectible, or which would be in violation of any Legal Requirement. Manager
shall use reasonable efforts to routinely monitor the Project for such
violations. Manager shall advise and consult with Owner, from time to time
regarding general operational matters of which Manager may have knowledge, and
to the extent approved by Owner, and at Owner's expense, Manager shall implement
and maintain or cause to be implemented and maintained, appropriate systems,
procedures and policies necessary for the proper operation of the Property.
Subject to Manager's reasonable ability to vary or modify actions in the
ordinary course of operating a student housing complex, full compliance by the
residents with the terms and conditions of their respective leases and rules and
regulations applicable to the Property shall be sought and, to this end, Manager
shall see that all residents are informed with respect to such rules,
regulations, and notices as may be promulgated by Owner. Manager shall be
expected to perform such other acts and duties as are reasonable, necessary, and
proper in the discharge of its duties under this Agreement, but Manager shall
not be responsible for failing to perform such other acts and duties unless
Owner shall have first requested, in writing, Manager's performance thereof and
shall have fully funded such performance.

         Section 5.8    Separation of Owner's Monies.  Manager shall establish
and maintain on behalf of Owner, in a banking facility acceptable to Owner, in a
manner to indicate the custodial nature thereof, a separate bank account (the
"PROJECT ACCOUNT") for the deposit of monies of Owner from the Project. Owner's
monies shall not be commingled with any funds of the Manager. Manager shall also
establish such other special bank accounts as may be required by Owner or by
law. Funds may be disbursed by Manager from such account to cover authorized
Project expenditures upon the signature of Manager. All payments to be made by
Manager hereunder shall be made by check drawn on an account established
pursuant to this SECTION 5.8, except petty cash items not exceeding $250.00,
which may be paid from a fund to be maintained by Manager for such purposes.
Manager shall not be obligated to make any advance to or for the account of
Owner or to pay any sums, except out of funds held in any account maintained
under this SECTION 5.8, nor shall Manager be obligated to incur any liability or
obligation for the account of Owner without assurance that the necessary funds
for the discharge thereof will be provided. Any bank accounts established under
this Section shall expressly be subject to the right of Owner, by written notice
to the subject bank, at any time, to terminate the Manager's authority to write
checks on such account.

         Section 5.9    Manager's Insurance.  Manager shall obtain and keep in
force during the term of this Agreement at its sole cost and expense, the
insurance coverages identified on EXHIBIT "C", attached hereto and made a part
hereof.

         Section 5.10   Expense of Owner.  Everything done by Manager under the
provisions of ARTICLE 4 shall, in accordance with the provisions of ARTICLE 4,
and all obligations or expenses incurred under the provisions of this ARTICLE 5
shall, in accordance with this ARTICLE 5, be for the account of, on behalf of
and at the expense of Owner except that Owner shall not be obligated to
reimburse Manager for any obligations or expenses resulting from the gross
negligence, fraud or willful misconduct of Manager, nor for the failure of
Manager to perform its obligations and duties under this Agreement. Except to
the extent specifically set forth herein, Manager shall not be obligated to pay
any expenses or charges from its own funds.

         Section 5.11   Employee Discounts and Bonuses.  To the extent set
forth in the Operating Plan, Manager may implement its internal policy to
provide monetary discounts for accommodations to its employees to live on-site
and financial bonuses to employees.


PROPERTY MANAGEMENT AND LEASING AGREEMENT           APARTMENTS           Page 9
<PAGE>

                                   ARTICLE 6

                               OWNER'S OBLIGATIONS

         Owner hereby covenants and agrees as follows:

         Section 6.1    Owner's Obligation to Fund.  If, for any respective
month, funds in the Project Account or the respective reserves are not
sufficient to cover expenses specified in the approved Operating Plan, or those
which have been approved in writing by Owner, Owner shall, within ten (10) days
after receipt of written notice from Manager of the amount of the estimated
insufficiency, deposit in the Operating Account or contribute to the respective
reserve an amount equal to such estimated shortfall.

         Section 6.2    Owner's Insurance.  Owner shall cause to be placed and
kept in force, at Owner's expense, the insurance itemized in EXHIBIT "D"
attached hereto and made a part thereof.

         Manager is authorized to settle any and all claims against insurance
companies not in excess of $2,500.00, including the execution of proofs of loss.
If the claim is greater than $2,500.00, Manager shall not act without the
approval of Owner.

         Section 6.3    Waiver of Subrogation.  Owner hereby releases Manager,
its agents, contractors and employees, from any and all liability and
responsibility to Owner or anyone claiming by, through or under Owner by way of
subrogation or otherwise, for any loss covered by the Owner's property insurance
(even if Owner did not have the required coverage) WHETHER OR NOT THE LOSS OR
DAMAGE IS CAUSED IN WHOLE OR IN PART BY THE FAULT OR NEGLIGENCE OR STRICT
LIABILITY OF MANAGER, ITS AGENTS, CONTRACTORS OR EMPLOYEES.

         If necessary, Owner shall give its insurance company(ies) written
notice of this waiver and shall have the policies properly endorsed to prevent
invalidation of insurance coverage.

                                   ARTICLE 7

                                 INDEMNIFICATION

         Section 7.1    Indemnification.  Owner shall indemnify, defend, and
hold harmless Manager and all of its partners, members, officers, directors,
agents, and employees ("MANAGER INDEMNITEES") from any and all costs, losses,
liabilities, expenses (including reasonable legal fees and costs), judgments,
fines and amounts paid in settlement actually and reasonably incurred in
connection with third party claims against any Manager Indemnitee (collectively,
"LOSSES") arising from the performance by Manager of its obligations under this
Agreement, WHETHER RESULTING FROM ANY ACT OR OMISSION BY OR ON BEHALF OF ANY
MANAGER INDEMNITEE UNDER THIS AGREEMENT OR OTHERWISE, INCLUDING THE NEGLIGENCE
OF ANY MANAGER INDEMNITEE, UNLESS THE ACT OR OMISSION CONSTITUTES FRAUD, GROSS
NEGLIGENCE, WILLFUL MISCONDUCT OR AN ACTION OR ACTIONS OUTSIDE OF THE SCOPE OF
AUTHORITY GRANTED HEREUNDER BY THE MANAGER INDEMNITEE, IN WHICH EVENT THE
MANAGER INDEMNITEE WILL NOT BE INDEMNIFIED UNDER THIS AGREEMENT.

         Section 7.2    Indemnification by Manager.  Manager shall indemnify,
defend, and hold harmless Owner, its partners and members and their respective
partners, members, officers, directors, agents, and employees ("OWNER
INDEMNITEES") against any and all Losses in connection with third party claims
against any Owner Indemnitee that result from any Manager


PROPERTY MANAGEMENT AND LEASING AGREEMENT           APARTMENTS          Page 10
<PAGE>

Indemnitee's fraud, gross negligence, willful misconduct or action outside the
scope of authority granted hereunder.

         Section 7.3    Notice of Claims.  Manager or Owner, as the case may be,
shall immediately notify the other party if either receives a complaint, claim
or other notice of any loss, claim, damage or liability giving rise to a claim
for indemnification under SECTION 7.1 or SECTION 7.2 above, but failure to
provide the notice will not relieve the other party from any duty to indemnify
unless the other party is materially prejudiced by the failure and had no actual
knowledge of the complaint, claim or other notice.

                                   ARTICLE 8

                             DEFAULT AND TERMINATION

         Section 8.1    Default and Termination - For Cause.  If either party
shall default in the performance of any of its obligations hereunder, and such
default shall continue for thirty (30) days after written notice from the other
party designating such default, or either party shall make any assignment for
the benefit of creditors or there shall be filed by or against either party any
petition for adjudication as a bankrupt or for reorganization, or an
arrangement, or for any relief under other debtor relief laws, the other party
may terminate this Agreement by written notice at any time thereafter while such
default or other events shall be continuing and thereupon this Agreement shall
forthwith terminate. If termination shall occur through default of Owner,
Manager as its sole and exclusive remedy, shall be paid, as compensation, its
fees and reimbursable expenses hereunder accrued through the date of such
termination plus reasonable expenses relating to relocating Manager's employees.
Termination of this Agreement because of Owner's default, shall, except as
provided in SECTION 8.3 below, release Manager from liability for failure to
perform any of the duties or obligations of Manager as expressed herein and
required to be performed after such termination.

         Section 8.2    Termination - Without Cause.  Notwithstanding anything
contained in SECTION 8.1 this Agreement shall terminate:

         1.       At the election of Owner on the date that is thirty (30) days
         after Owner provides written notice of termination to Manager; or

         2.       At the election of Manager, on the date that is thirty (30)
         days after Manager provides written notice of termination to Owner; or

         3.       Upon the sale, whether by voluntary or involuntary transfer,
         or the substantial condemnation of the Project, upon thirty (30) days
         prior written notice.

         Section 8.3    Duties Upon Termination.  Upon any termination, Manager
shall forthwith (a) surrender and deliver up to Owner, the Project and all rents
and income of the Project and other monies of Owner on hand and in any bank
account after deducting reimbursable expenses and fees due Manager hereunder;
(b) deliver to Owner as received any monies due Owner under this Agreement but
received after such termination after deducting reimbursable expenses and fees
due Manager hereunder; (c) deliver to Owner all materials and supplies, keys and
documents, and such other accountings, papers and records pertaining to this
Agreement, as Owner shall request; (d) assign such existing contracts relating
to the operations and maintenance of the Project as Owner shall require,
provided Owner shall agree to assume and indemnify Manager for all liability
thereunder occurring after the termination of this Agreement; (e) provide to


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<PAGE>

Owner hard copies of all Project related information in the on-site computer
systems (as the Manager will retain all software); and (f) vacate any occupied
space. Within sixty (60) days after such termination, Manager shall deliver to
Owner the written report required by SECTION 4.12 for any period not covered by
such a report at time of termination, and within sixty (60) days after any such
termination, Manager shall deliver to Owner as required by SECTION 4.12 the
profit and loss statement for the fiscal year or portion thereof ending on the
day of termination and the balance sheet of Project as of the date of
termination. Notwithstanding any provisions hereof to the contrary, in the event
Owner hereafter notifies Manager of any default by Manager hereunder, from and
after the date of notice of default, Manager shall not deduct or withdraw from
any project bank account, from the rents and income of the Project or from any
other monies paid to Manager for the account of Owner, any sums for the account
of Manager, pending (i) written consent by Owner, (ii) cure of such default by
Manager to the satisfaction of Owner, or (iii) resolution of the amount of
damages, if any, owing by Manager to Owner by reason of such default by Manager.
No termination of this Agreement shall release either party from any obligations
that continue beyond the term or termination of this Agreement, including,
without limitation, indemnity obligations.

                                   ARTICLE 9

                                 MISCELLANEOUS

         Section 9.1    Entire Agreement.  This Agreement, together with any
agreements executed in connection herewith, constitutes the entire agreement
between the parties hereto pertaining to the subject matter hereof and
supersedes all prior and contemporaneous agreements and understandings of the
parties in connection therewith. No covenant, representation or condition not
expressed in this Agreement or such other agreements, if any, shall affect, or
be effective to interpret, change or restrict the express provisions of this
Agreement.

         Section 9.2    Heading.  The Article and Section headings contained
herein are for convenience of reference only and are not intended to define,
limit or describe the scope or intent of any provision of this Agreement.

         Section 9.3    Governing Law.  This Agreement shall be governed
exclusively by its terms and the laws of the State in which the Project is
located, without regard to principles of conflict of laws.

         Section 9.4    Legal Fees.  In the event of any dispute arising out of
or concerning the terms hereof, the prevailing party in such dispute shall be
entitled to recover its reasonable legal fees, court costs and expenses, whether
at the trial or appellate level.

         Section 9.5    Third Party Beneficiaries.  Any provision herein to the
contrary notwithstanding, it is agreed that none of the provisions of this
Agreement shall be for the benefit of or enforceable by any party other than the
parties to this Agreement.

         Section 9.6    Assignment.  Manager shall not assign any of its rights
or obligations under this Agreement without the prior written consent of Owner.
Subject to the immediately preceding sentence, this Agreement and all of its
terms and provisions shall be binding upon and inure to the benefit of the
parties hereto and their successors and assigns.

         Section 9.7    Disclaimer of Fiduciary Status.  Given that the
Manager's actions hereunder are subject to the direction and control of Owner
through its approval process and/or the budgetary constraints imposed upon
Manager, and that the actions of Manager herein are ministerial in nature,


PROPERTY MANAGEMENT AND LEASING AGREEMENT           APARTMENTS          Page 12
<PAGE>

Owner hereby acknowledges that Manager is not a fiduciary and that Manager is
not acting in a fiduciary capacity with respect to its management or operation
of the Project.

         Section 9.8    Notices.  All notices, approvals and other
communications required or permitted to be delivered hereunder must be in
writing and must be sent by (a) a recognized private courier company, (b) by
facsimile or e-mail if a confirming copy is sent by (a) or (c), or (c) by United
States mail, registered or certified, return receipt requested, postage prepaid,
addressed to Owner or Manager, as the case may be, at the following addresses:

                  Owner:   Education Realty Operating Partnership, LP
                           530 Oak Court Drive, Suite 300
                           Memphis, Tennessee 38117
                           Attn: Paul O. Bower

                  Manager: JPI Management Services, L.P.
                           600 E. Las Colinas Blvd., Suite 1800
                           Irving, Texas  75039
                           Attention:  Ronald D. Ingram

Either party may change its address by notice to the other party. Such notices,
approvals and other communications shall be deemed delivered and received by the
respective party upon receipt or refusal to accept delivery (such refusal being
evidenced by the U.S. Postal Services return receipt or similar advice from the
courier company) or on the business day sent (if sent by no later than 3:00
p.m., Dallas, Texas time) if sent by facsimile or e-mail. Any such notice,
approval or other communication shall also be deemed to be received by the
addressee if (i) personal delivery is attempted at the addressee's specified
address on a business day between the hours of 9:00 a.m. and 5:00 p.m., Dallas,
Texas time, (ii) no one is present at such address to accept the delivery and
(iii) it is left in a prominent place (e.g., on a receptionist's desk or taped
to a front door).

         Section 9.9    Severability.  If any provision of this Agreement is
declared or found to be illegal, unenforceable or void, in whole or in part,
then the parties shall be relieved of all obligations arising under such
provision, but only to the extent that it is illegal, unenforceable or void, it
being the intent and agreement of the parties that this Agreement shall be
deemed amended by modifying such provision to the extent necessary to make it
legal and enforceable while preserving its intent or, if that is not possible,
by substituting therefor another provision that is legal and enforceable and
achieves the same objectives.

         Section 9.10   Performance.  Time is of the essence in the performance
of all duties, covenants and obligations hereunder.

         Section 9.11   Exhibits.  All Exhibits to this Agreement which are
attached hereto are incorporated herein by reference.

         Section 9.12   Manager's Status.  Manager is, and shall at all times
during the term of this Agreement be, an independent contractor in the
performance of its duties and obligations under this Agreement. Nothing herein
contained, whether express or implied, nor any acts by Manager or Owner, nor any
other circumstances shall constitute or be deemed or construed to create a
partnership or joint venture, or any general agency relationship, between Owner
and Manager. Manager shall have no authority to bind or otherwise obligate
Owner, orally, in writing or by any acts unless specifically authorized by Owner
in writing or within the terms of this Agreement.


PROPERTY MANAGEMENT AND LEASING AGREEMENT           APARTMENTS          Page 13
<PAGE>

Manager shall take all reasonable steps in dealing with third parties to negate
any inference that Manager is a general agent or partner of Owner.

         Section 9.13   WAIVER OF JURY TRIAL.  TO THE MAXIMUM EXTENT PERMITTED
BY LAW, EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN) OR
ACTION BETWEEN OR AMONG THE PARTIES OR ANY EXERCISE BY ANY PARTY OF ITS
RESPECTIVE RIGHTS UNDER THIS AGREEMENT OR IN ANY WAY RELATING TO THE ASSET. THIS
WAIVER IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT.
THIS WAIVER SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.

         Section 9.14   Limitation of Recourse.  There shall be no liability
under this Agreement of, nor any recourse under this Agreement to, any officer,
director, shareholder, beneficial owner, partner, employee or agent of either
party to this Agreement.

         Section 9.15   Counterpart.  This Agreement may be executed in one or
more counterparts with the same effect as if all parties had signed the same
document. Each party is authorized to substitute a counterpart original
signature page into its respective document. All counterparts will be construed
together and shall constitute the same instrument.


PROPERTY MANAGEMENT AND LEASING AGREEMENT           APARTMENTS          Page 14
<PAGE>

         EXECUTED as of the date and year first above written.

                                      OWNER:

                                      EDUCATION REALTY OPERATING PARTNERSHIP,
                                      LP, a Delaware limited partnership



                                      By:
                                         --------------------------------------
                                         Name:
                                              ---------------------------------
                                         Title:
                                               --------------------------------

                                      MANAGER:

                                      JPI MANAGEMENT SERVICES, L.P.,
                                      a Delaware limited partnership

                                      By:  JPI Management Services GP LLC,
                                           a Delaware limited liability company,
                                           the general partner



                                      By:
                                         --------------------------------------
                                         Name:
                                              ---------------------------------
                                         Title:
                                               --------------------------------


PROPERTY MANAGEMENT AND LEASING AGREEMENT           APARTMENTS          Page 15
<PAGE>

                                   EXHIBIT "A"

                                LEGAL DESCRIPTION


PROPERTY MANAGEMENT AND LEASING AGREEMENT           APARTMENTS          Page 16
<PAGE>

                                   EXHIBIT "B"

                            ON-SITE COMPUTER SYSTEMS


PROPERTY MANAGEMENT AND LEASING AGREEMENT           APARTMENTS          Page 17
<PAGE>

                                   EXHIBIT "C"

                               MANAGER'S INSURANCE

Manager shall

         -        Carry the insurance listed below.

         -        Furnish Certificates of Insurance and Endorsements to Owner
                  evidencing required coverages prior to commencement of the
                  Work and prior to the expiration of any then current policy.

Certificates of Insurance must:

         -        Be given on ACORD Form 27 certificate, modified as necessary.

         -        Provide for at least 30 days prior written notice of
                  cancellation, non-renewal, or material reduction in coverage
                  to Owner.

Insurance policies must:

         -        Be written on an occurrence basis and not on a claims-made
                  basis.

         -        Be endorsed to waive any rights of subrogation against Owner
                  and its respective partners, members, officers, directors,
                  employees, agents, successors, and assigns.

         -        Be written by an insurance company or companies with a current
                  A. M. Best Company rating of A-/VIII or better and be admitted
                  to do business in the State where the Project is located.

         -        Owner and its respective partners, members, officers,
                  directors, employees, agents, successors, and assigns will be
                  named as "additional insureds," using ISO additional insured
                  form CG 20 09 10 93, without modification on the General
                  Liability and Auto Liability policies.

Required Insurance coverage:

1.       COMMERCIAL GENERAL LIABILITY: (1986 ISO Form or its replacement):
         Insurance must provide contractual liability coverage with the
         following minimum limits in regards to negligent acts of Manager:

                  $1,000,000 General Aggregate
                  $1,000,000 Products-Comp/OP Aggregate
                  $1,000,000 Personal & Advertising Injury
                  $1,000,000 Each Occurrence
                  $   50,000 Fire Damage (any one fire)
                  $1,000,000 Aggregate

2.       UMBRELLA: In excess of and following form with the Commercial General
         Liability at the following minimum limits:

                  $2,000,000    Each Occurrence
                  $2,000,000    Aggregate

3.       WORKERS' COMPENSATION: Workers' Compensation Insurance - State
         Statutory Limits.

4.       EMPLOYERS' LIABILITY: With the following minimum limits:

                  $100,000 Each Accident
                  $500,000 Disease-Policy Limit
                  $100,000 Disease-Each Employee

5.       AUTOMOBILE LIABILITY: Insurance for claims arising out of ownership,
         maintenance, or use of owned, non-owned, and hired motor vehicles at,
         upon, or away from the Project with the following minimum limits:

                  $1,000,000    Each Accident Single Limit Bodily Injury and
                                Property Damage Combined


PROPERTY MANAGEMENT AND LEASING AGREEMENT           APARTMENTS          Page 18
<PAGE>

                                   EXHIBIT "D"

                                OWNER'S INSURANCE

Owner shall

         -        Carry the insurance listed below.

         -        Furnish Certificates of Insurance and Endorsements to Manager
                  evidencing required coverages prior to commencement of the
                  Work and prior to the expiration of any then current policy.

Certificates of Insurance must:

         -        Be given on ACORD Form 27 certificate, modified as necessary.

         -        Provide for at least 30 days prior written notice of
                  cancellation, non-renewal, or material reduction in coverage
                  to Manager.

Insurance policies must:

         -        Be written on an occurrence basis and not on a claims-made
                  basis.

         -        Be endorsed to waive any rights of subrogation against Manager
                  and its employees, partners, members, officers, directors,
                  employees, agents, successors, and assigns.

         -        Be written by an insurance company or companies with a current
                  A. M. Best Company rating of A-/VIII or better and be admitted
                  to do business in the State where the Project is located.

         -        Manager and its respective partners, members, officers,
                  directors, employees, agents, successors, and assigns will be
                  named as "additional insureds," using ISO additional insured
                  form CG 20 09 10 93, without modification on the General
                  Liability Coverage.

Required Insurance coverage:

1.       PROPERTY AND BOILER AND MACHINERY: Insurance must be provided at full
         replacement cost coverage with business interruption for a 12 month
         period.

2.       COMMERCIAL GENERAL LIABILITY: (1986 ISO Form or its replacement):
         Insurance must provide contractual liability coverage with the
         following minimum limits:

                  $1,000,000 General Aggregate
                  $1,000,000 Products-Comp/OP Aggregate
                  $1,000,000 Personal & Advertising Injury
                  $1,000,000 Each Occurrence
                  $   50,000 Fire Damage (any one fire)
                  $1,000,000 Aggregate

3.       UMBRELLA: In excess of and following form with the Commercial General
         Liability at the following minimum limits:

                  $5,000,000        Each Occurrence
                  $5,000,000        Aggregate


PROPERTY MANAGEMENT AND LEASING AGREEMENT           APARTMENTS          Page 19