<PAGE>
                                                                  EXHIBIT 10.15


                         CONTRACT OF SALE/CONTRIBUTION




                                    BETWEEN




          JEFFERSON COMMONS - TUCSON PHASE II LIMITED PARTNERSHIP AND
                      JEFFERSON COMMONS - COLUMBIA, L.P.



                                   AS SELLER,




                                      AND




                   EDUCATION REALTY OPERATING PARTNERSHIP, LP



                                    AS BUYER


<PAGE>
                               TABLE OF CONTENTS


<TABLE>
<S>                                                                                                              <C>
ARTICLE 1         PURCHASE PRICE AND EARNEST MONEY................................................................2


         Section 1.1         Agreement to Sell and Purchase.......................................................2


         Section 1.2         Purchase Price.......................................................................2


         Section 1.3         Earnest Money........................................................................4


         SELLER'S INITIALS:.......................................................................................6


ARTICLE 2         TITLE INSURANCE, OTHER INFORMATION, AND SURVEY..................................................6


         Section 2.1         Title Insurance......................................................................6


         Section 2.2         Other Information....................................................................6


         Section 2.3         Survey...............................................................................8


         Section 2.4         Other Property.......................................................................8


ARTICLE 3         TITLE REVIEW AND DUE DILIGENCE..................................................................8


         Section 3.1         Title Review.........................................................................8


         Section 3.2         Due Diligence Period.................................................................9


ARTICLE 4         SELLER'S REPRESENTATIONS, WARRANTIES, AND COVENANTS............................................10


         Section 4.1         Seller's Representations and Warranties.............................................10


         Section 4.2         Several Liability; Survival of Representations and
                             Warranties..........................................................................16


         Section 4.3         Knowledge Standard..................................................................17


         Section 4.4         Seller's Covenants..................................................................17


ARTICLE 5         BUYER'S REPRESENTATIONS AND WARRANTIES.........................................................19


         Section 5.1         Buyer's Representations and Warranties..............................................19


         Section 5.2         Buyer's Covenants...................................................................20


ARTICLE 6         CLOSING AND PRORATIONS.........................................................................22


         Section 6.1         Closing Date........................................................................22


         Section 6.2         Closing Matters.....................................................................22
</TABLE>


                                                                         Page i
<PAGE>
<TABLE>
<S>                                                                                                              <C>
         Section 6.3         Prorations..........................................................................25


         Section 6.4         Closing Costs.......................................................................26


         Section 6.5         Assumption Approval.................................................................27


         Section 6.6         Release Approval....................................................................27


         Section 6.7         Seller's and Buyer's Joint Covenants Regarding Taxation
                             of Cash/Unit Purchase...............................................................27


ARTICLE 7         DEFAULTS AND REMEDIES..........................................................................29


         Section 7.1         Material Breach of Seller's Representations and
                             Warranties Prior to Closing.........................................................29


         Section 7.2         Buyer's Remedies....................................................................29


         Section 7.3         Seller's Remedies...................................................................31


ARTICLE 8         CASUALTY AND CONDEMNATION......................................................................31


         Section 8.1         Risk of Loss and Notice.............................................................31


         Section 8.2         Minor Casualty......................................................................32


         Section 8.3         Major Casualty and Condemnation.....................................................32


ARTICLE 9         MISCELLANEOUS..................................................................................33


         Section 9.1         Notices.............................................................................33


         Section 9.2         Performance.........................................................................35


         Section 9.3         Binding Effect......................................................................35


         Section 9.4         Entire Agreement....................................................................35


         Section 9.5         Assignment..........................................................................35


         Section 9.6         Commissions.........................................................................36


         Section 9.7         Headings............................................................................36


         Section 9.8         Holidays, Etc.......................................................................36


         Section 9.9         Legal Fees..........................................................................36


         Section 9.10        Governing Law.......................................................................36


         Section 9.11        Severability........................................................................36


         Section 9.12        Disclaimers, Waivers, and Releases..................................................37
</TABLE>


                                                                        Page ii
<PAGE>
<TABLE>
<S>                                                                                                              <C>
         Section 9.13        Rule of Construction................................................................40


         Section 9.14        Effective Date......................................................................40


         Section 9.15        Independent Contract Consideration..................................................40


         Section 9.16        Counterparts and Facsimile Signatures...............................................40


         Section 9.17        No Recording........................................................................40


         Section 9.18        Further Acts........................................................................40


         Section 9.19        Arbitration.........................................................................40


         Section 9.20        Exchange............................................................................42


         Section 9.21        Related Property....................................................................42


         Section 9.22        Confidentiality.....................................................................43
</TABLE>


EXHIBIT A-1       Legal Description of the Real Property Located in Pima
                  County, Arizona

EXHIBIT A-2       Legal Description of the Real Property Located in Boone
                  County, Missouri

EXHIBIT B         List of Approved Service Contracts

EXHIBIT C         List of Personal Property

EXHIBIT D         Intentionally Omitted

EXHIBIT E         Pro Rata Cash Allocation

EXHIBIT F         Reports

EXHIBIT G         List of Delivered Loan Documents

EXHIBIT H         List of Delivered Surveys

EXHIBIT I         Other Contracts for Development

EXHIBIT J         Deed Restrictions

EXHIBIT K         Litigation

EXHIBIT L         Notices from Governmental Authorities

EXHIBIT M         Buyer's Partnership Agreement

EXHIBIT N         Knowledge Individuals

EXHIBIT O         Agreement Regarding Contributed Properties


                                                                       Page iii
<PAGE>
EXHIBIT P         Liquidity Loan Documents

EXHIBIT Q         Deed

EXHIBIT R         Bill of Sale

EXHIBIT S         Assignment of Leases, Contracts, Security Deposits and
                  Warranties

EXHIBIT T         IRC Section 1445 Certification

EXHIBIT U         Tenant Notice Letter

EXHIBIT V         Non-Exclusive Service Mark License Agreement

EXHIBIT W         Legal Opinion


                                                                        Page iv
<PAGE>
                         CONTRACT OF SALE/CONTRIBUTION


This Contract of Sale/Contribution (this CONTRACT) is between JEFFERSON COMMONS
- TUCSON PHASE II LIMITED PARTNERSHIP, a Delaware limited partnership (STAR
RANCH) and JEFFERSON COMMONS - COLUMBIA, L.P., a Delaware limited partnership
(JC COLUMBIA) (Star Ranch and JC Columbia, are hereinafter sometimes
collectively referred to in this Contract as SELLER), and EDUCATION REALTY
OPERATING PARTNERSHIP, LP, a Delaware limited partnership (BUYER).

                                   BACKGROUND

Buyer wants to purchase, and each Seller wants to sell, all of its interest in:

         a.       the real property located in Pima County, Arizona, more
                  particularly described on EXHIBIT A-1 and the real property
                  located in Boone County, Missouri, more particularly
                  described on EXHIBIT A-2 all attached to this Contract
                  (collectively, the REAL PROPERTY), and all rights and
                  appurtenances pertaining to the Real Property, including any
                  interest of Seller in adjacent streets, alleys, easements,
                  and rights-of-way;

         b.       all improvements, structures, and fixtures located on the
                  respective tracts of Real Property (collectively, the
                  IMPROVEMENTS);

         c.       the landlord's interest in all residential leases, affecting
                  the respective tracts of Real Property (LEASES), related
                  security deposits (DEPOSITS) and guaranties (GUARANTIES), and
                  the Service Contracts listed in EXHIBIT B attached to this
                  Contract not terminated on or before the Closing Date
                  (defined in SECTION 6.1) in accordance with SECTION 3.2(e)
                  (the SERVICE CONTRACTS);

         d.       the personal property located on the respective tract of Real
                  Property described on the list attached as EXHIBIT C to this
                  Contract (the PERSONAL PROPERTY) but excluding any personal
                  property specifically excluded on EXHIBIT C;

         e.       the respective Seller's interest in all plans for the
                  Improvements (the PLANS);

         f.       the respective Seller's interest in all warranties and
                  guaranties relating to the Improvements, if any, including
                  all unexpired third party warranties and guarantees, if any,
                  received in connection with the construction, improvement, or
                  equipment of the Improvements, but excluding all warranties
                  and guaranties from any Seller Affiliate (defined in SECTION
                  9.5) (the WARRANTIES);

         g.       all records and correspondence relating to tenants in the
                  respective Seller's possession or the respective Seller's
                  property manager, JPI Apartment Management, L.P. (PROPERTY
                  MANAGER), used in the continuing operation of the
                  Improvements excluding all documents that are subject to an
                  attorney-client privilege (the RECORDS).

The Real Property, the Improvements, the Leases, the Deposits, the Guaranties,
the Service Contracts, the Personal Property, the Plans, the Warranties, and
the Records are collectively called the PROPERTY.


                                                                         Page 1
<PAGE>
Without limitation, the following are not included in the Property: the name
"Jefferson", "Jefferson Commons", the initials "JPI" (although Seller's
affiliate has provided a limited license for use of such names/initials
pursuant to a license agreement hereafter more particularly set forth), any
logo, trade name, or other name utilizing "Jefferson", "Jefferson Commons" or
"JPI", any software owned by or licensed to any company or entity other than
Seller, any professional photographs of the Property, including, but not
limited to, photographs, negatives, and transparencies in digital or other
form, and any bonds or letters of credit issued in favor of any Governmental
Authorities (defined in SECTION 4.1) by Seller or any Seller Affiliate in
connection with the construction of the Improvements.

                                   ARTICLE 1
                        PURCHASE PRICE AND EARNEST MONEY

Section 1.1       Agreement to Sell and Purchase.

Each Seller shall sell and/or contribute to Buyer, and Buyer shall purchase
from each Seller, the Property, free and clear of any and all liens and
encumbrances and subject only to the Permitted Exceptions (defined in SECTION
3.1), upon the terms of this Contract.

Section 1.2       Purchase Price.

         (a)      The PURCHASE PRICE of the Property is $59,485,000, subject to
                  all prorations and credits set forth herein, payable in
                  immediately available United States funds at Closing (defined
                  in SECTION 6.1).

         (b)      The Purchase Price is allocated as follows:

<TABLE>
<CAPTION>
                  Individual Property's Owner                    Purchase Price Allocation(1)

                  <S>                                            <C>
                         Star Ranch                                          $32,300,000
                         JC Columbia                                         $27,185,000


                         Total Purchase Price                                $59,485,000
</TABLE>


         (c)      The Purchase Price is payable at Closing (defined in SECTION
                  6.1) as follows:

                  (i)      By Buyer taking title to the Property assuming
                           (subject to, and inclusive of the non-recourse
                           provisions thereof) all obligations accruing from
                           and after the Closing Date under Seller's Existing
                           Loans (as defined in SECTION 2.2(i)) which are
                           generally described in SECTION 2.2(i), but excluding
                           those obligations resulting from a default by Seller
                           under the Existing Loans. Seller shall cooperate
                           with and assist Buyer, but at no cost or expense to
                           Seller (other than its attorney's fees) and without
                           Seller or Seller Affiliates having to incur any
                           additional obligations, in


---------
(1)      Allocation of any portion of the Purchase Price to Personal Property
         by Buyer shall be based on the then reasonable market value of such
         Personal Property, but in no event shall such amount exceed 10% of the
         respective Purchase Price Allocation. This provision shall survive
         Closing.


                                                                         Page 2
<PAGE>
                           connection with the Buyer seeking consent from the
                           Lenders for the assumption of the Existing Loans
                           (subject to and inclusive of, the non-recourse
                           provisions thereof) on terms and conditions
                           acceptable to Buyer in its sole discretion and
                           specifically without Buyer being required to agree
                           to any material change of any term of any Existing
                           Loan document, as a condition to Lender's approval
                           of the assumption (the ASSUMPTION). Any and all fees
                           or expenses required to be paid to Lenders in
                           connection with Buyer's Assumption (subject to and
                           inclusive of, the non-recourse provisions thereof)
                           of the Existing Loans shall be borne one-half (1/2)
                           by Buyer and one-half (1/2) by Seller; provided,
                           however, any fees, expenses or payments (but not
                           payments representing all or substantially all of
                           the remaining balance of the Existing Loans)
                           resulting from a default by Seller under the
                           Existing Loans prior to Closing shall be paid solely
                           by Seller at Closing. Additionally, Buyer shall use
                           commercially reasonable efforts to obtain a release,
                           reasonably acceptable to Seller, of all liabilities,
                           indemnities and guarantees of Seller and Seller
                           Affiliates accruing from and after the Closing Date
                           under the Existing Loans (the SELLER RELEASES) but
                           Buyer shall not be obligated to assume any
                           additional obligations to the Lenders to do so and
                           Seller shall not be obligated to pay any costs or
                           fees (other than its share of the assumption fees
                           and costs set forth above) not approved by Seller;
                           and

                  (ii)     at the election of Seller, notice of which shall be
                           delivered in writing to Buyer by no later than
                           September 22, 2004 (the ELECTION NOTICE), either:

                           (A)      By (i) Buyer paying cash, by wire transfer
                                    for disbursement to Seller at Closing, the
                                    amount of the Purchase Price, less the
                                    total amount of unpaid principal and
                                    accrued but unpaid interest owing pursuant
                                    to the Existing Loans as of the Closing
                                    Date, subject to prorations and other
                                    debits or credits provided for in this
                                    Contract (the NET AMOUNT); or (ii) Buyer
                                    paying and delivering to the Seller or
                                    Seller's designees (the DESIGNATED OWNERS),
                                    cash and units of limited partnership
                                    interest in the Buyer (UNITS) for
                                    disbursement to Seller or to the Designated
                                    Owners at Closing in the aggregate amount
                                    equal to the Net Amount.

                           (B)      All cash payable at Closing shall be sent
                                    by wire transfer to the Closing Agent for
                                    disbursement to each Seller at Closing. If
                                    all of the Net Amount is payable to Seller
                                    in cash, Seller hereby directs the Buyer to
                                    pay the cash on the Closing Date to the
                                    Seller as set forth in SECTION 1.2(b).

                           (C)      If Seller makes an election pursuant to
                                    SECTION 1.2(c)(II)(A) to receive any
                                    portion of the Net Amount in Units, Seller
                                    shall deliver to Buyer, together with the
                                    Election Notice, a schedule to this
                                    Contract, which shall become EXHIBIT E
                                    hereto, which shall set forth, with respect
                                    to each Seller (i) the name of the Seller
                                    or the Designated Owners, (ii) the total
                                    portion of the Net Amount payable to such
                                    Seller and/or Designated Owner, (iii) the
                                    portion of such amount payable to such
                                    Seller which shall be in the form of cash,
                                    (iv) the portion of such amount which shall
                                    be payable to


                                                                         Page 3
<PAGE>
                           such Seller or the Designated Owner(s) in Units and,
                           if more than one recipient of Units is designated,
                           the specific proportions to be issued to each. The
                           number of Units to be issued at Closing to each
                           Seller or Designated Owner shall be equal to (i) the
                           unit value set forth in EXHIBIT E for the respective
                           Seller, divided by (ii) the per share price at which
                           the common stock (the COMMON STOCK) of Education
                           Realty Trust, Inc., a Maryland corporation (the
                           REIT), is offered to the public in the underwritten
                           initial public offering of the Common Stock (the
                           PUBLIC OFFERING) before any discounts or fees paid
                           to underwriters. Each Seller and Designated Owner to
                           receive Units shall also provide to Buyer within
                           five (5) days after Seller's delivery to Buyer of
                           the Election Notice a duly executed accredited
                           investor questionnaire in a form provided by Buyer
                           (the form of which to be substantially similar to
                           that provided to other persons to confirm their
                           accredited investor status). If the Net Amount is
                           payable to Seller (or the Designated Owners) in a
                           combination of cash and Units, Seller hereby directs
                           the Buyer to pay, issue and distribute (as
                           applicable) the cash and the Units on the Closing
                           Date to the Seller and/or the Designated Owners in
                           accordance with EXHIBIT E. No fractional Units will
                           be issued as consideration hereunder, but in lieu of
                           issuing fractional Units, the value thereof shall be
                           paid in cash to Seller. Each Designated Owner
                           acknowledges that any certificates evidencing the
                           Units will bear appropriate legends indicating (1)
                           that the Units have not been registered under the
                           Securities Act of 1933, as amended (SECURITIES ACT),
                           and (2) that the Buyer's Agreement of Limited
                           Partnership (the BUYER'S PARTNERSHIP AGREEMENT) will
                           restrict the transfer of the Units but such
                           restriction shall not be more restrictive than that
                           which affects other third party Unit holders. Upon
                           receipt of the Units, the Sellers or Designated
                           Owners, as applicable, shall become limited partners
                           of the Buyer and shall execute the Buyer's
                           Partnership Agreement.

Section 1.3       Earnest Money.

         (a)      On the Effective Date (defined in SECTION 9.14), as a
                  condition to the continued effectiveness of this Contract,
                  Buyer shall deposit with Marble Title Company, L.L.C. (TITLE
                  COMPANY), as agent for Chicago Title Insurance Company
                  (CLOSING AGENT), 2001 Bryan Street, Suite 1700, Dallas, Texas
                  75201, Attention: Kerri A. Majors, Phone: (214) 965-1672,
                  Fax: (214) 965-1631, $101,000 in (i) immediately available
                  federal funds or (ii) the form of an unconditional and
                  irrevocable letter of credit in favor of Seller and Closing
                  Agent on terms and from an issuer reasonably acceptable to
                  Seller (a LETTER OF CREDIT) (the EARNEST MONEY).

         (b)      The Earnest Money, if paid in the form of immediately
                  available federal funds (and not by Letter of Credit), shall
                  be applied to the Purchase Price at Closing, however, any
                  Letter of Credit shall be returned to Buyer after Closing
                  with no portion of its funds having been credited against the
                  Purchase Price. The Earnest Money is non-refundable to Buyer
                  in all events, except for a Seller default or as otherwise
                  specifically set forth herein. If Buyer fails to deliver the


                                                                         Page 4
<PAGE>
                  Earnest Money, this Contract will automatically terminate. If
                  Buyer fails to close the transaction on January 31, 2005, and
                  the Closing is not extended by mutual written agreement of
                  the parties or pursuant to the provisions of SECTION 6.1,
                  this Contract will automatically terminate, the Earnest Money
                  will be paid to Seller and the parties will have no further
                  obligations to each other. If any of the Earnest Money is in
                  the form of a Letter of Credit then, any reference in this
                  Contract to Seller being paid any portion of the Earnest
                  Money is deemed to include and Seller shall have the right to
                  draw upon the Letter of Credit and retain the proceeds.

         (c)      If this Contract does not close, the Earnest Money will be
                  paid or the Closing Agent shall deliver the Letter of Credit
                  as provided in this Contract. Closing Agent shall, promptly
                  upon receipt, place the wire transferred Earnest Money in a
                  federally insured, interest bearing account. All interest on
                  the Earnest Money becomes part of the Earnest Money. All
                  interest on the Earnest Money will be reported to the
                  Internal Revenue Service as income of Buyer. Buyer shall
                  promptly execute and deliver to Closing Agent all forms
                  reasonably requested by Closing Agent with respect to the
                  Earnest Money. Buyer acknowledges and agrees that, except for
                  a default by Sellers under SECTION 7.1 or SECTION 7.2 or the
                  occurrence of a Major Casualty prior to Closing, the Earnest
                  Money is non-refundable to Buyer. Buyer acknowledges and
                  agrees that, except for a default by Sellers under SECTION
                  7.1 or SECTION 7.2 or the occurrence of a Major Casualty
                  occurs prior to Closing, the Earnest Money is non-refundable
                  to Buyer.

         (d)      Closing Agent is authorized and directed to pay the Earnest
                  Money and/or deliver any Letter of Credit for any portion of
                  the Earnest Money to the party entitled to receive the
                  Earnest Money under the terms of this Contract. Sellers or
                  Buyer, as appropriate, shall deliver a letter of instruction
                  to Closing Agent directing the disbursement of the Earnest
                  Money or the delivery of the Letter of Credit to the party or
                  parties entitled to receive the Earnest Money promptly upon
                  receipt of a demand from that party or parties.

         (e)      Upon delivery of the Letter of Credit, if any, to Seller,
                  Seller is authorized to immediately present it to the issuer
                  for payment.

         (f)      The Letter of Credit shall contain an expiry date of not
                  earlier than April 29, 2005. If, for whatever reason, Seller
                  has been unable to present the Letter of Credit for payment
                  on or before March 29, 2005, or if, once presented, Seller
                  has not been paid the full amount of the Letter of Credit by
                  March 29, 2005, in any such case, Buyer shall immediately
                  cause a substitute Letter of Credit to be issued in the same
                  amount with an expiry date of no earlier than May 30, 2005
                  (this process shall continue monthly until the Letter of
                  Credit is either delivered to Buyer or tendered by Seller to
                  the issuing bank such that they do not expire prior thereto).
                  If, for whatever reason, Buyer fails to cause a substitute
                  Letter of Credit to be issued at least twenty-five (25) days
                  prior to the expiry date of the existing Letter of Credit,
                  then Buyer and Seller hereby authorize Closing Agent to
                  immediately present the existing Letter of Credit for payment
                  and, once paid, to hold the proceeds as "Earnest Money" in
                  accordance with the terms of this Contract. Buyer and Seller
                  agree that Closing Agent is authorized to present the Letter
                  of Credit for payment even if Buyer has delivered
                  instructions to the contrary to Closing Agent; provided, that
                  Closing Agent shall not present the existing Letter


                                                                         Page 5
<PAGE>
                  of Credit as authorized by this SECTION 1.3(f) only if
                  Closing Agent receives written instructions to the contrary
                  from both Buyer and Seller. TO SIGNIFY THEIR AWARENESS AND
                  AGREEMENT TO BE BOUND BY THE TERMS, OF THIS SECTION 1.3(f),
                  BUYER AND SELLER, THROUGH THEIR AUTHORIZED REPRESENTATIVES
                  HAVE SEPARATELY INITIALED THIS SECTION 1.3(f). This SECTION
                  1.3(f) shall survive the termination or expiration of this
                  Contract.

                           BUYER'S INITIALS:    ___________
                           SELLER'S INITIALS:   ___________

                                   ARTICLE 2
                 TITLE INSURANCE, OTHER INFORMATION, AND SURVEY

Section 2.1       Title Insurance.

         (a)      Seller shall cause Closing Agent to agree to issue to Buyer
                  as soon as practicable after Closing an ALTA Standard
                  Coverage Owner Policy of Title Insurance for the Real
                  Property and Improvements on the standard form in use in the
                  State where the Property is located (collectively, the OWNER
                  POLICY), which may be based on a marked up title commitment
                  or binder agreed to and delivered by Closing Agent, at
                  Closing (it being agreed between Buyer and Seller that
                  Seller's only obligation is to cause delivery of the Owner
                  Policy and Seller has no obligation to cause Closing Agent to
                  provide a marked up title commitment or binder), dated as of
                  the Closing Date, in the amount of the respective allocated
                  Purchase Price, insuring good and marketable fee simple title
                  to the Real Property and Improvements. Buyer may request that
                  Title Company issue other available endorsements to the Owner
                  Policy, but any affidavits, indemnities or other documents
                  requested by Title Company in order for it to issue any
                  endorsements are subject to approval by Seller in its sole
                  discretion. Seller is responsible only for payment of the
                  premium for the Standard Coverage Owner Policy. Buyer shall
                  pay the premiums charged for and costs associated with
                  obtaining extended coverage and endorsements to the Owner
                  Policy and for any loan policy or endorsements required by
                  the Lenders or any other Lenders of Buyer. Upon issuance, the
                  Owner Policy will except only to the Permitted Exceptions
                  which remain at Closing after the title commitment or binder
                  has been marked up as agreed to between the Buyer and the
                  Closing Agent.

         (b)      Sellers have previously caused Closing Agent to furnish to
                  Buyer a title insurance commitment for each Property, in the
                  standard form used by the State where the Property is
                  located, covering each Real Property (collectively, the
                  COMMITMENT), together with copies of all documents referenced
                  as title exceptions in the Commitment.

Section 2.2       Other Information.

Buyer and Sellers acknowledge that, prior to the Effective Date, Sellers have
delivered to Buyer the following for each individual Property (collectively,
the DOCUMENTS):


                                                                         Page 6
<PAGE>
         (a)      a rent roll (by building, apartment number and bedroom) (RENT
                  ROLL), certified to be true and correct in all material
                  respects by Seller, dated no earlier than 5 days prior to the
                  date Seller delivers same, showing:

                  (i)      move-in, term, and expiration date for each Lease;

                  (ii)     name of the tenant listed on each Lease;

                  (iii)    the amount of the monthly rent for the unit, any
                           garage, and any other amenity leased by the tenant;

                  (iv)     the amount of the security and other deposits; and

                  (v)      if the apartment is vacant, the market rent for the
                           unit;

         (b)      a delinquency report showing the amount of any arrearages or
                  delinquencies by tenants under the Leases, certified to be
                  true and correct in all material respects by Seller;

         (c)      a concession matrix identifying rent concessions or
                  forbearances for the Leases, certified to be true and correct
                  in all material respects by Seller;

         (d)      copies of the reports listed in EXHIBIT F attached to this
                  Contract (the REPORTS) which Reports are delivered "AS IS"
                  and, except as specifically set forth in SECTION 4.1(h),
                  Seller makes no representation or warranty concerning the
                  accuracy, correctness, completeness, suitability or utility
                  of the Reports or the information contained or not contained
                  therein;

         (e)      copies of the Service Contracts;

         (f)      copies of all certificates of occupancy and other permits or
                  licenses necessary for the operation of the Property which
                  are in Seller's possession or the possession of Property
                  Manager;

         (g)      a copy of the most recent as-built survey of the Real
                  Property and Improvements in Seller's possession;

         (h)      copies of ad valorem tax statements for tax years 2002 and
                  2003;

         (i)      copies of the documents and instruments listed on EXHIBIT G
                  executed in connection with the indebtedness (the EXISTING
                  LOANS) payable to the order of JPMorgan Chase Bank or
                  Citigroup Global Markets Realty Corp., their respective
                  successors and assigns as "Lenders" (LENDERS); and

         (j)      financial statements showing income and expense for the years
                  2001 (to the extent available), 2002, and 2003 (on a monthly
                  basis), certified true, correct, and complete in all material
                  respects by an authorized officer of Seller.

         Additionally, Seller shall furnish an operating statement for the
         current year (updated monthly within twenty (20) days after the end of
         the month through Closing) detailing all


                                                                         Page 7
<PAGE>
         income and expense items for the Property, certified true, correct and
         complete in all material respects by an authorized officer of Seller.

Section 2.3       Survey.

Buyer acknowledges that Seller has previously delivered to Buyer an as-built,
ALTA/ACSM (or similar) survey of each Property prepared by the surveyors and
dated as set forth on EXHIBIT H (collectively, the SURVEY). Updates to or
recertifications of the Survey shall be at Buyer's expense.

Section 2.4       Other Property.

Seller hereby discloses that as of the Effective Date it has not entered into
any contacts for the purchase of property to be developed as "for rent" student
housing within a ten (10) mile radius of any Property, except as set forth on
EXHIBIT I.

                                   ARTICLE 3
                         TITLE REVIEW AND DUE DILIGENCE

Section 3.1       Title Review.

         (a)      Buyer acknowledges that it has reviewed the Commitment, the
                  title exception documents listed therein and the Survey prior
                  to execution of this Contract, waives any objection it might
                  have to such items and accepts and approves all matters shown
                  thereon. Except as specifically set forth in SECTION 3.1(b),
                  by its execution of this Contract, Buyer accepts the Property
                  and all title and survey matters and the Earnest Money is
                  non-refundable to Buyer, except as specifically set forth in
                  this Contract.

         (b)      Seller has no obligation to cure any matters shown on the
                  Commitment or the Survey. Notwithstanding the preceding
                  sentence, Seller shall cure monetary liens that can be cured
                  solely by the payment of money and shall bond around any
                  mechanics' or materialmen's lien(s) and abstract(s) of
                  judgment to Closing Agent's reasonable satisfaction;
                  provided, that Seller will not be required to expend or, in
                  the case of a bond, be liable for more than $25,000 for any
                  single Property to cure any such monetary liens or bond
                  around any mechanics' or materialmen's lien(s) and
                  abstract(s) of judgment related to any individual Property.

         (c)      All exceptions shown on the Commitment, the title exception
                  documents, or the Survey, except for mechanics' or
                  materialmen's lien(s) and abstract(s) of judgment which
                  Seller shall cure to the extent provided in SECTION 3.1(b),
                  are the PERMITTED EXCEPTIONS. The Permitted Exceptions
                  include the restriction against conversion of the Real
                  Property to a condominium regime specified in the Deed
                  (defined in SECTION 6.2(a)).

         (d)      At or prior to Closing, the Sellers shall execute and record
                  a deed restriction (the DEED RESTRICTIONS) in substantially
                  the form attached to this Contract as EXHIBIT J prohibiting
                  the imposition of a condominium regime on the Real Property
                  and Improvements for a period of 15 years after the Closing
                  Date without the consent of Sellers.


                                                                          Page 8
<PAGE>
Section 3.2       Due Diligence Period.

         (a)      Until this Contract is terminated in accordance with its
                  terms, Buyer may enter the Real Property and Improvements to
                  conduct inspections of the Real Property and Improvements,
                  including any third party inspections, review the Records,
                  and review and analyze all materials, surveys, maps, and
                  reports provided by Sellers under this Contract. Buyer must
                  notify Seller of its or its agents or contractors intention
                  to enter the Real Property and Improvements at least 24 hours
                  prior to each intended entry and obtain Sellers' prior
                  approval, not to be unreasonably withheld, of the proposed
                  scope of the inspections and tests. No invasive testing or
                  inspections may be performed without prior written approval
                  of Sellers, which approval may be withheld or given in
                  Seller's reasonable discretion. Seller may, at its option,
                  have a representative present for each inspection or test.
                  Buyer may not enter into any unit except in accordance with
                  the Lease and in accordance with applicable law. All
                  consultants who perform inspections or testing at the Real
                  Property on behalf of Buyer are subject to Seller's prior
                  approval, not to be unreasonably withheld.

         (b)      Buyer acknowledges that it has entered the Real Property and
                  Improvements prior to the Effective Date to conduct
                  inspections of the Real Property and Improvements, review the
                  Records, and review and analyze all materials, surveys, maps,
                  reports, and other matters and information provided by Seller
                  under this Contract. By its execution of the Contract, Buyer
                  accepts the Property and the Earnest Money is non-refundable
                  to Buyer, except as specifically set forth in this Contract.

         (c)      Prior to any entry on the Real Property and Improvements,
                  Buyer or its Affiliate shall deliver to Sellers a reasonably
                  satisfactory certificate of insurance evidencing that Buyer
                  or its Affiliate has commercial general liability insurance
                  and automobile liability insurance, on an occurrence basis,
                  with limits of at least $2,000,000 and $1,000,000,
                  respectively, each issued by an insurance company licensed to
                  do business in the State where the Real Property is located
                  and with an A. M. Best Company rating of at least A-VIII and
                  a reasonably satisfactory endorsement identifying Sellers and
                  the property management company as additional insureds.
                  Buyer's or its Affiliate's insurance policies must be primary
                  with respect to any liability insurance carried by Sellers.

         (d)      Buyer shall perform, and shall cause its agents, employees,
                  and contractors to perform, all inspections and reviews of
                  the Property so as not to cause any damage, loss, cost, or
                  expense to, or claims against Seller or the Property. Buyer
                  shall, at its expense, promptly repair any damage to the
                  Property caused by or attributable to Buyer's inspections or
                  testing to the condition existing prior to the inspection or
                  testing. Buyer shall indemnify, defend, and hold Seller and
                  its property management company and their respective agents
                  and employees harmless for, from and against any damage,
                  loss, cost, expense (including, without limitation,
                  reasonable legal fees, court costs, and expenses), or claims
                  caused by, attributable to, or resulting from the acts or
                  omissions on or about the Property by Buyer, its agents,
                  employees, contractors, or consultants. Notwithstanding the
                  foregoing, Buyer shall have no liability for pre-existing
                  conditions discovered by Buyer's tests, inspections or
                  reviews. Buyer shall cause any lien filed against the Real
                  Property by a consultant, contractor,


                                                                         Page 9
<PAGE>
                  subcontractor, or other person or entity arising by, through,
                  or under Buyer or otherwise attributable to Buyer's
                  inspection, testing, and review of the Property to be
                  released of record (whether through payment or bonding)
                  within 20 days after receipt of notice from Seller of the
                  filing of any lien. The terms of this SECTION 3.2(d) are not
                  limited by SECTION 7.3.

         (e)      Buyer acknowledges that it has reviewed all Service Contracts
                  listed in EXHIBIT B and all Service Contracts listed in
                  EXHIBIT B are approved by Buyer and Buyer may not reject any
                  Service Contract listed in EXHIBIT B. All Service Contracts
                  listed in EXHIBIT B will be assumed by Buyer at Closing.
                  Buyer will be liable for any obligations under all Service
                  Contracts approved by Buyer extending past the Closing Date.

         (f)      The terms of this SECTION 3.2 survive the Closing or any
                  termination of this Contract.

                                   ARTICLE 4
              SELLER'S REPRESENTATIONS, WARRANTIES, AND COVENANTS

Section 4.1       Seller's Representations and Warranties.

Each Seller for itself and not on behalf of the other Sellers, represents and
warrants to Buyer:

         (a)      Each Seller is a limited partnership, validly existing and in
                  good standing under the laws of the State of Delaware, and
                  is, to the extent necessary, qualified to do business in the
                  State where its respective Real Property is located.

         (b)      Each entity comprising Seller has the authority to execute
                  this Contract and to perform its obligations under this
                  Contract. The person executing this Contract on behalf of
                  Seller is duly authorized to do so.

         (c)      Other than as listed on EXHIBIT K attached hereto and made a
                  part hereof, there is no pending or, to Seller's knowledge,
                  overtly threatened litigation, or other process, private or
                  regulatory, affecting the Property or any entity comprising
                  Seller that, if decided adversely, would have a Material
                  Adverse Effect on the use or operation of the Property or
                  Seller's ability to perform its obligations hereunder.

         (d)      Seller is in compliance with the requirements of Executive
                  Order No. 133224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the
                  ORDER) and other similar requirements contained in the rules
                  and regulations of the Office of Foreign Assets Control,
                  Department of the Treasury (OFAC) and in any enabling
                  legislation or other Executive Orders or regulations in
                  respect thereof (the Order and such other rules, regulations,
                  legislation, or orders are collectively called the ORDERS).

         (e)      Neither Seller nor any beneficial owner of Seller nor any
                  Person who provides loans to Seller:

                  (i)      is listed on the Specially Designated Nationals and
                           Blocked Persons List maintained by OFAC pursuant to
                           the Order and/or on any other list of terrorists or
                           terrorist organizations maintained pursuant to any
                           of the rules


                                                                        Page 10
<PAGE>
                           and regulations of OFAC or pursuant to any other
                           applicable Orders (such lists are collectively
                           referred to as the LISTS);

                  (ii)     is an individual, corporation, partnership, limited
                           liability company, unincorporated organization,
                           government or any agency or political subdivision
                           thereof or any other form of entity (collectively, a
                           PERSON) who has been determined by competent
                           authority to be a Person with whom a U.S. Person is
                           prohibited from transacting business, whether such
                           prohibition arises under U.S. law, regulation,
                           executive orders or any lists published by the
                           United States Department of Commerce, the United
                           States Department of Treasury or the United States
                           Department of State including any agency or office
                           thereof;

                  (iii)    is owned or controlled by, or acts for or on behalf
                           of, any Person on the Lists or any other Person who
                           has been determined by competent authority to be a
                           Person with whom a U.S. Person is prohibited from
                           transacting business, whether such prohibition
                           arises under U.S. law, regulation, executive orders
                           or any lists published by the United States
                           Department of Commerce, the United States Department
                           of Treasury or the United States Department of State
                           including any agency or office thereof; or

                  (iv)     is under investigation by any governmental authority
                           for, or has been charged with, or convicted of,
                           money laundering, drug trafficking,
                           terrorist-related activities, any crimes which in
                           the United States would be predicate crimes to money
                           laundering, or any violation of any Anti-Money
                           Laundering Laws.

                  For purposes of this Section and Section 5.1, U.S. PERSON
                  means any United States citizen, any entity organized under
                  the laws of the United States or its constituent states or
                  territories, or any entity, regardless of where organized,
                  with a principal place of business within the United States
                  or any of its territories. For purposes of this Section and
                  Section 5.1, ANTI-MONEY LAUNDERING LAWS means those laws,
                  rules, regulations, orders and sanctions, state and federal,
                  criminal and civil, that (i) limit the use of and/or seek the
                  forfeiture of proceeds from illegal transactions; (ii) limit
                  commercial transactions with designated countries or
                  individuals believed to be terrorists, narcotic dealers or
                  otherwise engaged in activities contrary to the interests of
                  the United States; or (iii) are designed to disrupt the flow
                  of funds to terrorist organizations. Such laws, regulations
                  and sanctions are deemed to include the Executive Order
                  Number 13224 on Terrorism Financing (September 23, 2001), the
                  Patriot Act; the Currency and Foreign Transactions Reporting
                  Act (also known as the Bank Secrecy Act, 31), the Trading
                  with the Enemy Act, 50 U.S.C. Appx. Section 1 et seq., the
                  International Emergency Economics Powers Act, 50 U.S.C.
                  Section 1701 et seq., and the sanction regulations
                  promulgated pursuant thereto by OFAC, as well as laws
                  relating to prevention and detection of money laundering in
                  18 U.S.C. Sections 1956 and 1957, as amended.

         (f)      There are no attachments, executions, assignments for the
                  benefit of creditors, or voluntary or involuntary proceedings
                  in bankruptcy or under other debtor relief laws contemplated
                  by, pending, or, to the Seller's knowledge, threatened
                  against


                                                                        Page 11
<PAGE>
                  the Seller, any entity comprising Seller, or the Property.
                  Seller and any entity comprising Seller has been and will be
                  solvent at all times prior to and immediately following the
                  transfer of the Property to Buyer.

         (g)      The Leases available for review by Buyer are true and correct
                  copies of the actual Leases in Seller's possession and are
                  the complete written documentation of the agreement between
                  Seller, as landlord, and the tenants.

         (h)      The Service Contracts, Plans, Warranties, Records, and
                  Reports provided to Buyer by or on behalf of Sellers are true
                  and correct copies of all such documents.

         (i)      Except for the Existing Loans that Buyer will assume at
                  Closing, there are no rights, options, or other agreements of
                  any kind to purchase or otherwise acquire or sell or
                  otherwise dispose of the Property or any interest in the
                  Property.

         (j)      Except for the consent of (1) the Lenders for Buyer's
                  assumption of the Existing Loans and (2) the Lender under
                  that certain mezzanine financing from RAIT Limited
                  Partnership (RAIT), no further consent, approval,
                  authorization, order, license, certificate, permit,
                  registration, designation or filing by or with any third
                  party or governmental agency or body is necessary for the
                  execution, delivery and performance of this Contract and the
                  transactions contemplated hereby by any entity comprising
                  Seller (although some permits may require assignment or
                  reapplication with respect to continued operations).

         (k)      The Seller's execution, delivery and performance of this
                  Contract and the consummation of the transactions
                  contemplated hereby have been duly authorized by all
                  necessary corporate, partnership or limited liability company
                  action of the Seller and no other action is required by law,
                  or pursuant to the Seller's limited partnership agreement for
                  such authorization; this Contract is the legal, valid, and
                  binding obligation of, and is enforceable against the Seller
                  in accordance with its terms, except to the extent such
                  enforcement may be affected by general principles of equity,
                  or by bankruptcy and other laws affecting the rights of
                  creditors generally; assuming the consent required of the
                  Lenders for the assumption of the Existing Loans and the
                  transfer of the Properties is obtained, the execution and
                  delivery of this Contract and the compliance with the terms
                  and conditions of this Contract by the Seller will not breach
                  or conflict with any of the terms, conditions, or provisions
                  of any agreement or instrument to which the Seller is a party
                  or by which the Seller is or may be bound, or constitute a
                  default thereunder; and, to the Seller's knowledge, and
                  except as otherwise provided under the Existing Loans, the
                  authorization, execution, and delivery of this Contract and
                  the consummation of the transaction contemplated hereby, will
                  not, with or without the giving of notice or passage of time
                  or both:

                  (i)      violate, conflict with or result in the breach of
                           any terms or provisions of, or require any notice,
                           filing, or consent, which has not been obtained,
                           under:

                           (A)      the limited partnership agreement of the
                                    Seller; or


                                                                        Page 12
<PAGE>
                           (B)      any statutes, laws, rules, or regulations
                                    of any governmental body applicable to the
                                    Seller; or

                           (C)      any judgment, decree, writ, injunction,
                                    order or award of any arbitrator, court or
                                    governmental authority binding upon either
                                    the Seller or the Property.

                  (ii)     conflict with, result in the breach of any terms or
                           provisions of, require any notice or consent under,
                           give rise to a right of termination of, or
                           constitute a default under, the tenant Leases or any
                           agreement or instrument of any kind to which the
                           Seller is a party or by which the Property is bound;
                           or

                  (iii)    result in any lien, claim, encumbrance or restriction
                           on the Property.

         (l)      With respect to the Property, as of the Effective Date of
                  this Contract:

                  (i)      There are no maintenance, management, or Service
                           Contracts in effect with respect to or affecting the
                           Property or any part thereof that will not be
                           terminated as of the Closing, other than the
                           agreements set forth in EXHIBIT B.

                  (ii)     There are no persons now employed by Seller or a
                           Seller Affiliate who Buyer will be obligated to hire
                           or retain at or after Closing.

                  (iii)    There are no condemnation proceedings pending or, to
                           the actual knowledge of Seller, threatened against
                           the Real Property, the Improvements or any part
                           thereof.

                  (iv)     The Seller has not received any written notice and
                           to the Seller's knowledge, which knowledge is deemed
                           to be limited to the environmental reports included
                           as part of the Reports (collectively, the ESA), and
                           except for matters and materials present at the Real
                           Property and Improvements in the ordinary course of
                           operation of the Real Property and Improvements as
                           an apartment complex, there are no Hazardous
                           Materials (defined in SECTION 9.12(a) but excluding
                           from such definition fungi of all forms and types)
                           present at the Real Property and Improvements other
                           than any specified in the ESA. The Seller makes no
                           representation or warranty relating to fungi of any
                           form or type.

                  (v)      Except for the Existing Loans, no person or entity
                           holds or claims a right of first refusal or option
                           to acquire the Property or, except for the Existing
                           Loans and the Permitted Exceptions, an interest in
                           the Property or any part thereof.

         (m)      Except as included in the Leases or as has been disclosed in
                  writing to Buyer, there are no other rights of occupancy by
                  any person.

         (n)      The Documents required by SECTION 2.2 to be certified by the
                  Seller as true and correct are true and correct in all
                  material respects.


                                                                        Page 13
<PAGE>
         (o)      To the Seller's knowledge, Seller is not in material default
                  under any of the Leases.

         (p)      The Seller has no employees.

         (q)      The list of Personal Property set forth on EXHIBIT C is true,
                  correct and complete in all material respects. Seller owns
                  all of the tangible Personal Property which is used in and,
                  individually or in the aggregate with other such property, is
                  material to the operation of the Properties; provided,
                  however, Seller holds no license for the use of the
                  management software and such software license shall not be
                  transferred to Buyer. Except for the Existing Loans, to the
                  Seller's knowledge, such Personal Property is free and clear
                  of all liens. All Personal Property located at or on the
                  Property shall remain and not be removed prior to the
                  Closing, except in the ordinary course of business or for
                  equipment that becomes obsolete or unusable, which may be
                  replaced in the ordinary course of business.

         (r)      The list of Service Contracts set forth on EXHIBIT B is true,
                  correct and complete in all material respects. To the
                  Seller's knowledge, no event of default exists (which remains
                  uncured) under any of the Service Contracts which would have
                  a Material Adverse Effect. For purposes of this Contract,
                  MATERIAL ADVERSE EFFECT means an event that would have a
                  material adverse effect on the business, financial condition
                  or results of operations of the Property. True and complete
                  copies of the Service Contracts have been provided to Buyer.

         (s)      The environmental reports listed in EXHIBIT F are the latest
                  reports obtained by Seller with respect to the respective
                  Properties.

         (t)      The list of documents set forth on EXHIBIT G is a complete
                  list of all material Loan Documents (as hereinafter defined)
                  related to the Existing Loans. To the Seller's knowledge, the
                  Existing Loans and the documents entered into in connection
                  therewith (collectively, the LOAN DOCUMENTS) are in full
                  force and effect as of the Effective Date. To the Seller's
                  knowledge, no event of default or event that with the passage
                  of time or giving of notice or both would constitute an event
                  of default has occurred as of the Effective Date under any of
                  the Loan Documents which would have a Material Adverse
                  Effect. True and complete copies of the Loan Documents have
                  been provided to Buyer.

         (u)      Except as set forth on EXHIBIT L, Seller has received no
                  written notice concerning the Real Property or the
                  Improvements from any Governmental Authority stating that the
                  Real Property or the Improvements are in violation of any
                  federal, state, county, or city statute, ordinance, code,
                  rule, or regulation which remains uncured or which, if
                  uncured at Closing, would have a Material Adverse Effect. The
                  terms GOVERNMENTAL AUTHORITY and GOVERNMENTAL AUTHORITIES
                  mean the United States of America, the State, the county, and
                  city where the Real Property is located, and any other
                  political subdivision in which the Real Property is located
                  or that exercises jurisdiction over the Real Property and
                  Improvements or the construction of multifamily residential
                  improvements on the Real Property, and any agency,
                  department, commission, board, bureau, property owners
                  association, utility district, flood control district,
                  improvement district, or similar district, or other
                  instrumentality of any of them.


                                                                        Page 14
<PAGE>
         (v)      There is no pending or, to Seller's knowledge, threatened
                  condemnation or change in zoning affecting the Property.
                  Except as disclosed in writing to Buyer, no portion of any
                  Property is a designated historic property or located within
                  a designated historic area.

         (w)      There are no so-called "redec" or "redecorating fees"
                  collected from tenants of the Properties.

         (x)      Each Seller and Designated Owner electing to receive Units
                  hereunder:

                  (i)      is knowledgeable, sophisticated and experienced in
                           business and financial matters; each Designated
                           Owner has previously invested in securities similar
                           to the Units and fully understands the limitations
                           on transfer imposed by the federal securities laws
                           and as described in this Contract. Each Designated
                           Owner is able to bear the economic risk of holding
                           the Units for an indefinite period and is able to
                           afford the complete loss of his, her or its
                           investment in the Units; each Designated Owner has
                           received and reviewed all information and documents
                           about or pertaining to the REIT, the Buyer, the
                           business and prospects of the REIT and the Buyer and
                           the issuance of the Units as each Designated Owner
                           deems necessary or desirable, and has been given the
                           opportunity to obtain any additional information or
                           documents and to ask questions and receive answers
                           about such information and documents, the REIT, the
                           Buyer, the Properties, the business and prospects of
                           the REIT and the Buyer and the Units which such
                           Designated Owner deems necessary or desirable to
                           evaluate the merits and risks related to its
                           investment in the Units; and each Designated Owner
                           understands and has taken cognizance of all risk
                           factors related to the purchase of the Units. Each
                           Designated Owner is a sophisticated real estate
                           investor. In acquiring the Units and engaging in
                           this transaction, no Designated Owner is relying
                           upon any representations made to it by the Buyer, or
                           any of the officers, employees, or agents of the
                           Buyer not contained herein. Each Designated Owner is
                           relying upon its own independent analysis and
                           assessment (including with respect to taxes), and
                           the advice of such Designated Owner's advisors
                           (including tax advisors), and not upon that of the
                           Buyer or any of the Buyer's advisors or affiliates,
                           for purposes of evaluating, entering into, and
                           consummating the transactions contemplated by this
                           Contract. Each Designated Owner represents and
                           warrants that it has reviewed and approved the form
                           of the Buyer's Partnership Agreement attached hereto
                           as EXHIBIT M;

                  (ii)     understands that neither the Units nor the Common
                           Stock issuable upon redemption of the Units have
                           been registered under the Securities Act or any
                           state securities acts and are instead being offered
                           and sold in reliance on an exemption from such
                           registration requirements. The Units issuable to
                           each Designated Owner (or its designee) are being
                           acquired solely for its own account, for investment,
                           and are not being acquired with a view to, or for
                           resale in connection with, any distribution,
                           subdivision, or fractionalization thereof, in
                           violation of such laws, and the Designated Owner has
                           no present intention to enter into any contract,
                           undertaking, agreement, or arrangement with respect
                           to any such resale; provided,


                                                                        Page 15
<PAGE>
                           however, that, at or following Closing, the
                           Designated Owner may distribute the Units to those
                           of its members or successors that (1) have
                           represented and warranted to the Buyer in writing
                           that, as of the time of such distribution, such
                           member is an accredited investor as that term is
                           defined in Rule 501 of Regulation D under the
                           Securities Act, and (2) have executed the Buyer's
                           Partnership Agreement as limited partners. Each
                           Designated Owner understands that any certificates
                           evidencing the Units will contain appropriate
                           legends reflecting the requirement that the Units
                           not be resold without registration under such laws
                           or the availability of an exemption from such
                           registration and that the Buyer's Partnership
                           Agreement will restrict transfer of the Units;

                  (iii)    is an "accredited investor" as that term is defined
                           in Rule 501 of Regulation D under the Securities Act
                           of 1933, as amended. Each Designated Owner will
                           provide the Buyer with a duly executed Accredited
                           Investor Questionnaire as set forth elsewhere in
                           this Contract; and

                  (iv)     understands that each Unit shall be redeemable at
                           the option of the holder, in accordance with, but
                           subject to the restrictions contained in, the
                           Buyer's Partnership Agreement; provided, however,
                           that such redemption option may not be exercised
                           prior to the first anniversary of the Closing Date.

Section 4.2       Several Liability; Survival of Representations and Warranties.

         (a)      Notwithstanding anything contained herein to the contrary,
                  each of the parties comprising Seller shall be responsible
                  and liable hereunder only with respect to its respective
                  Property. All covenants and agreements of the Seller under
                  this Contract shall be the several obligations of such Seller
                  and shall bind and/or be made by each Seller only as to the
                  Property owned by such Seller as if a separate agreement had
                  been executed by and between such respective Seller and Buyer
                  for each Property. Notwithstanding the foregoing, a default
                  under this Contract by any Seller shall constitute a default
                  under this Contract with respect to all Sellers and all
                  Properties.

         (b)      The representations and warranties in SECTION 4.1 will be
                  deemed made on and as of the Closing Date with the same force
                  and effect as if made at that time and shall survive Closing
                  for a period of 9 months, at which time they terminate unless
                  a claim for breach thereof has been instituted within the
                  11-month period as specified in the next sentence. Buyer may
                  bring an action against a respective Seller for a material
                  (defined in SECTION 7.1) breach of any of Seller's
                  representations and warranties only if (i) Buyer gives such
                  Seller written notice of the circumstances giving rise to a
                  material breach within the 11-month period after Closing,
                  (ii) the aggregate, actual damages from all breaches by such
                  Seller exceeds $10,000, and (iii) the breach was not waived
                  pursuant to SECTION 7.1 hereof. Buyer may collect only actual
                  damages for any breach of Seller's representations and
                  warranties under this Contract. Buyer and Seller waive the
                  right to collect special, consequential, incidental,
                  punitive, or any other damages other than actual damages in
                  connection with this transaction and this Contract. Except
                  for (i) any adjustment of the prorations as set forth in
                  SECTION 6.3, (ii) the warranties in the Deed, the Bill of
                  Sale, and the Assignment of Leases, and


                                                                        Page 16
<PAGE>
                  (iii) claims in tort which are covered (in whole or in part)
                  by Seller's liability insurance, (a) any Seller's liability
                  for damages related to any single Property is limited to
                  $300,000; provided, that the aggregate liability of all
                  Sellers for all damages of any kind related to this Contract
                  or this transaction is limited to and shall not exceed
                  $300,000 (Buyer hereby waiving the right to claim damages in
                  excess thereof), except for fraud, and (b) any suit against
                  Seller for damages must be instituted within 2 years and 1
                  day after Closing or the damages are thereafter barred.

         (c)      The provisions of this SECTION 4.2 survive the Closing or any
                  termination of this Contract.

Section 4.3       Knowledge Standard.

For purposes of this Contract, the terms SELLER'S KNOWLEDGE and BUYER'S
KNOWLEDGE mean the current, actual knowledge of the individuals listed on
EXHIBIT N attached to this Contract, without independent inquiry and without
any actual or implied duty to inquire, and does not include knowledge imputed
to Seller or to the Buyer, as the case may be, from any other person. The named
individuals are acting for and on behalf of Seller or Buyer, as the case may
be, and in a capacity as an officer of Seller or Buyer, respectively or one or
more of Seller's or Buyer's Affiliates and are in no manner expressly or
impliedly making any representations or warranties in an individual capacity.
Buyer and Seller waive any right to sue or to seek any personal judgment or
claim against any of the named individuals.

Section 4.4       Seller's Covenants.

Each Seller, severally and not jointly, covenants with Buyer as follows:

         (a)      At all times from the Effective Date to the Closing Date,
                  Seller shall maintain in force property insurance and
                  commercial general liability insurance covering the Real
                  Property and the Improvements in accordance with Seller's
                  customary procedures.

         (b)      At all times from the Effective Date to the Closing Date,
                  Seller shall keep and perform or cause to be kept and
                  performed all of the material obligations to be performed by
                  the landlord under the Leases.

         (c)      Seller shall not, without Buyer's prior consent, which
                  consent will not be unreasonably withheld or delayed, modify,
                  terminate, amend, or allow the assignment of existing Leases,
                  except in accordance with Seller's historical course of
                  conduct in operating the Property.

         (d)      After the Effective Date, Seller shall not remove any
                  Personal Property from the Improvements without replacing it
                  with items of like kind and quality.

         (e)      Seller agrees to obtain Buyer's written approval prior to
                  entering into any new Service Contract that is not terminable
                  on thirty (30) days notice.

         (f)      Seller will manage, operate, repair and maintain the Property
                  in generally the same manner as it managed, operated,
                  repaired and maintained the same prior to the date hereof
                  and, to its reasonable ability, will keep the Property in its


                                                                        Page 17
<PAGE>
                  present state of repair subject to normal wear and tear,
                  exercising the same degree of care in such matters as Seller
                  has previously exercised.

         (g)      Seller shall update the Rent Roll on Buyer's request, but no
                  more often than once per month. Seller shall not lease any
                  portion of the Property to any employees of an Affiliate of
                  Seller, except under leases providing for thirty (30) day
                  termination by the owner of the Property.

         (h)      Seller will use its reasonable business efforts to renew all
                  of the licenses and permits applicable to the Property and
                  which are necessary for the continued operation of the
                  Property as they expire from time to time and shall notify
                  Buyer at least thirty (30) days prior to the expiration date
                  or threatened cancellation date of any license or operating
                  permit.

         (i)      Seller will not cause any action to be taken which would
                  cause any of the representations or warranties made by Seller
                  in this Contract to be false on or as of Closing Date.

         (j)      Seller shall not enter into or record any easement, covenant,
                  license, permit, agreement or other instrument against the
                  Property or any portion thereof except as may be required to
                  enable Seller to perform its obligations under this Contract
                  or to operate in the ordinary course of business.

         (k)      Effective as of the Closing, Seller shall terminate all
                  management agreements relating to the Property.

         (l)      Seller shall not change the existing use of any Property.

         (m)      Seller shall not knowingly violate or fail to use
                  commercially reasonable efforts to prevent the violation of
                  any applicable laws in any way related to the Property;
                  however, this is not intended as a representation that there
                  are no current violations of applicable laws, nor shall it
                  serve as a covenant to correct violations of laws, if any,
                  that currently exist;

         (n)      Seller shall not materially alter the manner of keeping its
                  books, accounts or records or the accounting methods therein
                  reflected.

         (o)      Subsequent to the Closing, but at no cost to Seller, Seller
                  agrees to reasonably cooperate with Buyer's independent
                  auditors to provide reasonable and necessary access to
                  financial records required to permit the preparation and
                  audit of financial statements of the Properties for the year
                  2004 pursuant to applicable SEC regulations. This provision
                  shall survive the Closing.

         (p)      Seller shall continue to perform all its obligations under
                  the Existing Loans, and shall not enter into any
                  modification, amendment or restatement thereof that would
                  have a Material Adverse Effect without Buyer's consent, which
                  consent will not be unreasonably withheld.

         (q)      Seller agrees to expend at least $500,000 in the aggregate,
                  when combined with the expenditures pursuant to the
                  Partnership Sale Contract and the Cash Contract, in capital
                  expenditures on the Properties prior to Closing (the CAPITAL


                                                                        Page 18
<PAGE>
                  EXPENDITURE AMOUNT). As of the Effective Date, there is
                  approximately $311,000 in an escrow account held by the
                  Lenders entitled "Required Repair Fund" (the REQUIRED REPAIR
                  FUND). All amounts that Seller is reimbursed by the Lenders
                  prior to Closing from the Required Repair Fund shall be
                  included in determining if Seller achieves the Capital
                  Expenditure Amount. If the Seller expends less than $500,000
                  in capital expenditures on the Properties, when combined with
                  the expenditures pursuant to the Partnership Sale Contract
                  and the Cash Contract, prior to Closing, then the Seller
                  shall pay to the Buyer at Closing the positive difference
                  between the actual amount of capital expenditures made by the
                  Seller and $500,000 (the CAPITAL PAYMENT). The Seller may
                  elect to assign all or a portion of the Required Repair Fund
                  to Buyer, at no cost to Buyer, as part of the Capital
                  Payment.

                                   ARTICLE 5
                     BUYER'S REPRESENTATIONS AND WARRANTIES

Section 5.1       Buyer's Representations and Warranties.

Buyer represents and warrants to each Seller, which representations and
warranties are also deemed to be made on and as of the Closing Date:

         (a)      Buyer is a limited partnership, validly existing and in good
                  standing under the laws of the State of Delaware, and, at
                  Closing, will be, to the extent necessary, qualified to do
                  business in the States where the each Property is located.

         (b)      Buyer has the authority to execute this Contract and to
                  perform its obligations under this Contract. The person
                  executing this Contract on behalf of Buyer is duly authorized
                  to do so.

         (c)      There are no attachments, executions, assignments for the
                  benefit of creditors, or voluntary or involuntary proceedings
                  in bankruptcy or under other debtor relief laws contemplated
                  by, pending, or threatened against Buyer.

         (d)      Buyer is in compliance with the requirements of the Orders
                  and other similar requirements contained in the rules and
                  regulations of the OFAC and in any enabling legislation or
                  other Executive Orders or regulations in respect thereof.

         (e)      Neither Buyer nor any beneficial owner of Buyer:

                  (i)      is listed on the Lists;

                  (ii)     is a Person who has been determined by competent
                           authority to be a Person with whom a U.S. Person is
                           prohibited from transacting business, whether such
                           prohibition arises under U.S. law, regulation,
                           executive orders or any lists published by the
                           United States Department of Commerce, the United
                           States Department of Treasury or the United States
                           Department of State including any agency or office
                           thereof; or

                  (iii)    is owned or controlled by, or acts for or on behalf
                           of, any Person on the Lists or any other Person who
                           has been determined by competent authority to be a
                           Person with whom a U.S. Person is prohibited from


                                                                        Page 19
<PAGE>
                           transacting business, whether such prohibition
                           arises under U.S. law, regulation, executive orders
                           or any lists published by the United States
                           Department of Commerce, the United States Department
                           of Treasury or the United States Department of State
                           including any agency or office thereof; or

                  (iv)     is under investigation by any governmental authority
                           for, or has been charged with, or convicted of,
                           money laundering, drug trafficking,
                           terrorist-related activities, any crimes which in
                           the United States would be predicate crimes to money
                           laundering, or any violation of any Anti-Money
                           Laundering Laws.

         (f)      The Units, when issued, will have been duly and validly
                  authorized and issued, free of any preemptive or similar
                  rights, and will be fully paid and nonassessable, without any
                  obligation to restore capital except as required by the
                  Delaware Revised Uniform Limited Partnership Act (the LIMITED
                  PARTNERSHIP ACT). Each Designated Owner shall be admitted as
                  a limited partner of the Buyer as of the Closing Date and
                  shall be entitled to all of the rights and protections of a
                  limited partner under the Limited Partnership Act and the
                  provisions of the Buyer's Partnership Agreement, with the
                  same rights, preferences, and privileges as all other limited
                  partners on a pari passu basis. The Common Stock for which
                  the Units may be redeemed have been validly authorized and
                  will be duly and validly issued, fully paid and
                  nonassessable, free of preemptive or similar rights. As more
                  completely described in the Agreement Regarding Contributed
                  Properties, a copy of which has been attached hereto as
                  EXHIBIT O, for purposes of allocating items of income, gain,
                  loss and deduction with respect to the Properties in the
                  manner required by Section 704(c) of the Code (hereinafter
                  defined), the Buyer shall employ, and shall cause any entity
                  controlled by the Buyer which holds title to the Properties
                  to employ, the "traditional method" (with curative
                  allocations on sale) as set forth in Treasury Regulation
                  section 1.704-3(c).

Section 5.2       Buyer's Covenants.

Buyer covenants and agrees:

         (a)      to make its policies, procedures and practices regarding
                  compliance with the Orders, if any, available to Sellers for
                  their review and inspection during normal business hours and
                  upon reasonable prior notice.

         (b)      that if Buyer obtains knowledge that Buyer or any of its
                  beneficial owners becomes listed on the Lists or is indicted,
                  arraigned, or custodially detained on charges involving money
                  laundering or predicate crimes to money laundering, Buyer
                  shall immediately notify Sellers in writing, and in such
                  event, Sellers shall have the right to terminate this
                  Contract without penalty or liability to Buyer immediately
                  upon delivery of written notice thereof to Buyer.

         (c)      that Buyer shall continue to use commercially reasonable and
                  diligent efforts to assume the Existing Loans on terms and
                  conditions reasonably acceptable to Buyer; provided, that
                  Buyer is not required to agree to any material change of


                                                                        Page 20
<PAGE>
                  any term of any Existing Loans document as a condition to
                  Lenders' approval of the Assumption.

         (d)      Buyer will forward to Lenders, or a third party entity
                  designated by Lenders, if applicable, the documentation and
                  information requested in the loan assumption package, within
                  10 days after the Effective Date. Buyer acknowledges that
                  Seller has caused Lenders to deliver to Buyer Lenders' loan
                  assumption package prior to the Effective Date.

         (e)      Buyer will, within 10 days after the Effective Date, if
                  required by Lenders, (i) provide to the Lenders
                  organizational documents of the Buyer's borrowing entity
                  (BUYER'S BORROWER), (ii) provide to the Lenders financial
                  statements of Buyer's Borrower, (iii) authorize the Lenders
                  to conduct credit reports on the Buyer's Borrower, (iv)
                  authorize the Lenders to contact other Lenders who hold loans
                  from entities related to Buyer's Borrower, (v) execute and
                  return the application for the assumption of the Existing
                  Loans on the Lenders' approved form, and (vi) pay one-half
                  (1/2) all processing fees and other expenses required by the
                  Lenders and Seller shall pay one-half (1/2) all processing
                  fees and other expenses required by the Lenders.

         (f)      Buyer will respond timely to all requests from Lenders, but
                  in no event later than 5 business days and will deliver
                  copies of all correspondence (other than correspondence
                  consisting of financial statements and financial condition,
                  or correspondence deemed by Buyer to be confidential to Buyer
                  or its Affiliates) between Buyer, Lenders, and any agent of
                  Lenders to Seller as soon as reasonably practicable.

         (g)      Buyer shall deliver the executed Tenant Notice Letters to all
                  tenants within ten (10) days after Closing. This provision
                  shall survive Closing.

         (h)      Buyer shall not initiate employment conversations with
                  Seller's manager's employees until after the earlier of (i)
                  three (3) business days prior to the Closing Date and (ii)
                  January 17, 2004.

         (i)      In the event Sellers elect under the provisions of SECTION
                  1.2 hereof, to receive any Units, Buyer shall deliver at
                  Closing to Seller and the Designated Owners an enforceable
                  commitment (the LIQUIDITY COMMITMENT) whereby the Buyer
                  agrees to lend to the respective holder of the Units an
                  amount equal to not more than seventy-five percent (75%) of
                  the value of the respective Units, the further terms of which
                  are set forth in the Liquidity Loan Documents (hereinafter
                  defined).

                  Any such loan arising out of the Liquidity Commitment shall
                  be evidenced by documents (the LIQUIDITY LOAN DOCUMENTS)
                  attached hereto as EXHIBIT P.

                  If Seller elects, under the provisions of SECTION 1.2(c)(II)
                  hereof, to acquire any Units at Closing and if the Liquidity
                  Commitment is delivered at Closing, Buyer's obligation to
                  pay, as its share of the closing costs, 50% of the negative
                  arbitrage for the RAIT Loan shall be waived and such cost
                  shall be fully borne by Seller.


                                                                        Page 21
<PAGE>
                                   ARTICLE 6
                             CLOSING AND PRORATIONS

Section 6.1       Closing Date.

The CLOSING of this Contract will take place in Title Company's offices
commencing at 10:00 a.m., Dallas, Texas time, or such other place as is
mutually agreeable to the parties upon three (3) business days prior written
notice from Buyer that Buyer has received or will receive the proceeds from the
Public Offering from the underwriter(s) (the PUBLIC OFFERING CLOSING);
provided, however, that this Contract shall terminate if Closing does not occur
prior to January 31, 2005 (the CLOSING DATE). Notwithstanding the foregoing,
Seller acknowledges that it is possible that, due to unanticipated delays in
the regulatory review and approval process associated with the Public Offering
that, the Public Offering Closing may not occur on or before January 31, 2005,
despite the reasonable and diligent efforts of Buyer, the REIT and the
underwriters to cause the Public Offering Closing to occur before such date.
Accordingly, in the event that the Public Offering Closing has not occurred on
or before January 31, 2005, and if Buyer has used reasonable and diligent
efforts to cause the Public Offering Closing to occur before such date and the
failure of the Public Offering Closing to occur is beyond the reasonable
control of Buyer, then the Closing Date shall be automatically extended
hereunder to a date not earlier than three (3) business days after prior
written notice from Buyer to Seller that either the Public Offering Closing has
occurred or is anticipated to occur but in no event later than February 28,
2005; provided that if the Closing has not occurred by February 28, 2005, if
Seller is not then in default hereunder, the Earnest Money and the Letter of
Credit shall be paid (or delivered, as appropriate) to Seller, this Contract
shall terminate, and the parties shall have no further rights, liabilities or
obligations under this Contract (except for those that expressly survive
termination).

Section 6.2       Closing Matters.

         (a)      Expressly conditioned upon Buyer's compliance with its
                  obligations under SECTION 6.2(b), Sellers shall deliver at
                  Closing:

                  (i)      a Deed (containing special or, as appropriate,
                           limited warranties of title) for each Property (the
                           DEED), duly executed and acknowledged by Seller,
                           containing no exceptions or conditions except the
                           Permitted Exceptions, conveying to Buyer, fee simple
                           title to the Real Property and Improvements as
                           specified in SECTION 2.1(a), substantially in the
                           form attached to this Contract as EXHIBIT Q;

                  (ii)     at least 2 counterparts of a Bill of Sale for each
                           Property (the BILL OF SALE), duly executed by
                           Seller, substantially in the form attached to this
                           Contract as EXHIBIT R;

                  (iii)    at least 2 counterparts of an Assignment of Leases,
                           Contracts, Security Deposits, and Warranties for
                           each Property (the ASSIGNMENT OF LEASES) duly
                           executed by Seller, substantially in the form
                           attached to this Contract as EXHIBIT S.

                  (iv)     an IRC Section 1445 Certification, duly executed by
                           each Seller, substantially in the form attached to
                           this Contract as EXHIBIT T;


                                                                        Page 22
<PAGE>
                  (v)      at least 1 counterpart of a notice to tenants for
                           each Property (the TENANT NOTICE LETTER), duly
                           executed by Seller in substantially the form
                           attached to this Contract as EXHIBIT U, to be
                           addressed to each tenant at the Real Property;

                  (vi)     at least 2 counterparts of Restriction Against
                           Condominium Conversion for each Property (the
                           RESTRICTION), duly executed and acknowledged by
                           Seller, substantially in the form attached to this
                           Contract as EXHIBIT J;

                  (vii)    at least 1 counterpart of all assumption documents
                           required to be executed by Seller with respect to
                           Buyer's assumption of the Existing Loans;

                  (viii)   a Rent Roll for each Property dated no earlier than
                           5 days prior to Closing, certified by Seller to be
                           true and correct in all material respects;

                  (ix)     a list of aged rent delinquencies for each Property,
                           identifying each delinquent tenant by name and unit
                           number, dated no earlier than 5 days prior to the
                           date Sellers deliver same;

                  (x)      possession of each Property, subject to the
                           Permitted Exceptions and the rights of tenants in
                           possession under the Leases; and

                  (xi)     the following to the extent they are in the Seller's
                           possession or control:

                           (A)      originals (or copies if originals are not
                                    available) of the Leases, the Service
                                    Contracts, the Plans, the Warranties, and
                                    the Records; and

                           (B)      all keys to the Improvements, including,
                                    but not limited to, keys to all door locks
                                    and keys of any vehicles or equipment being
                                    conveyed (and an accounting for keys in
                                    possession of others), which keys shall be
                                    marked and identified; and all documents in
                                    the possession of the Seller, pertaining to
                                    occupants of the Property, including, but
                                    not by way of limitation, all leases,
                                    applications, correspondence and credit
                                    reports relating to each such occupant;

                  (xii)    a fully executed termination of the management
                           agreement for each Property at Seller's sole cost
                           and expense;

                  (xiii)   a license in the form attached hereto as EXHIBIT V
                           authorizing Buyer's continued display of the name
                           "Jefferson", "Jefferson Commons" and the initials
                           "JPI" for a period of nine (9) months after the
                           Closing Date, as well as Buyer's agreement to cause
                           the removal of such names from the Property by no
                           later than nine (9) months after the Closing Date
                           (the LICENSE);

                  (xiv)    such evidence or documents as may be reasonably
                           required by the Title Company evidencing the status
                           and capacity of Seller and the authority of


                                                                        Page 23
<PAGE>
                           the person or persons who are executing the various
                           documents on behalf of the Seller in connection with
                           the sale of the Property;

                  (xv)     Seller's executed closing statement confirming the
                           prorations and the distribution of the closing
                           proceeds; provided, that the closing statement will
                           only be delivered to the Title Company and Closing
                           Agent and will not be delivered to Buyer;

                  (xvi)    if Units are to be issued to any Seller or its
                           Designated Owners, signature pages of the Buyer's
                           Partnership Agreement duly executed by the Seller or
                           the Designated Owners, as applicable, as limited
                           partner; and

                  (xvii)   a duly executed legal opinion of Seller's counsel in
                           the form attached hereto as EXHIBIT W.

         (b)      No later than 4:00 p.m., Dallas, Texas time, on the Closing
                  Date, Buyer shall deliver to Closing Agent as a condition
                  precedent to the obligation of Seller to perform its
                  obligations under SECTION 6.2(a):

                  (i)      by wire transfer or other immediately available
                           federal funds, the cash portion of the Purchase
                           Price, subject to applicable prorations and credits;
                           and

                  (ii)     at least 2 counterparts of the Assignment of Leases
                           and the Bill of Sale, duly executed by Buyer;

                  (iii)    at least 1 counterpart of all assumption documents
                           with respect to Buyer's assumption of the Existing
                           Loans, duly executed by Buyer and the respective
                           Lenders including, without limitation, the Seller
                           Releases;

                  (iv)     at least 1 counterpart of the Tenant Notice Letter,
                           duly executed by Buyer;

                  (v)      at least 1 counterpart of the License, duly executed
                           by Buyer;

                  (vi)     a written confirmation by Buyer dated as of the
                           Closing Date of the acknowledgements set forth in
                           SECTION 9.12(a);

                  (vii)    such evidence or documents as may be reasonably
                           required by the Title Company evidencing the status
                           and capacity of Buyer and the authority of the
                           person or persons who are executing the various
                           documents on behalf of the Buyer in connection with
                           the purchase of the Property;

                  (viii)   Buyer's executed closing statement confirming the
                           prorations and the distribution of the closing
                           proceeds;

                  (ix)     if Units are issued and if the Units are to be
                           certificated, certificates representing the Units
                           duly issued by the Buyer in the name of each Seller
                           and/or each Designated Owner, as applicable, as of
                           the Closing Date representing the Units to which the
                           Seller and/or Designated Owner is entitled pursuant
                           to SECTION 1.2 of this Contract;


                                                                        Page 24
<PAGE>
                  (x)      if Units are to be issued at the Closing, the fully
                           executed Buyer's Partnership Agreement, with the
                           originally duly executed signature of Education
                           Realty OP Limited Partner Trust, a Maryland business
                           trust which is the wholly owned subsidiary of the
                           REIT, as general partner, and original or
                           photostatic copies of the signatures of all limited
                           partners; and

                  (xi)     if Units are to be issued at Closing, the Liquidity
                           Commitment.

         (c)      Each Seller and Buyer shall execute and deliver to the
                  appropriate parties any additional documents and instruments
                  that, in the mutual opinion of Buyer's counsel and any
                  Seller's counsel, are necessary to consummate this
                  transaction.

Section 6.3       Prorations.

         (a)      Ad valorem taxes and assessments (whether for real estate or
                  personal property) against the Property will be prorated at
                  Closing as of the Closing Date based on the tax bills for the
                  year of the Closing. Buyer will receive at Closing a credit
                  against the Purchase Price in an amount equal to the portion
                  of the taxes and assessments on the Property from the
                  beginning of the current tax year to the Closing Date. If
                  Closing occurs before that year's tax bills are available,
                  the proration will be based on the latest tax rate applied to
                  the latest unappealed tax value. If an estimated proration is
                  made, then after the taxes and assessments for the year in
                  which the Closing occurs are finally assessed, within 30 days
                  after demand, Buyer shall refund to Seller any amount
                  overpaid by Seller or Seller shall pay to Buyer the amount of
                  any deficiency in the proration. Buyer shall pay all taxes
                  and assessments against the Property before they become
                  delinquent.

         (b)      All income and expenses of the Real Property and Improvements
                  (other than ad valorem taxes and assessments) will be
                  prorated at Closing as of the Closing Date on an accrual
                  basis. All rents actually prepaid for a portion of the term
                  on or after Closing, shall be paid to Buyer at Closing or, at
                  Seller's option, offset against the Purchase Price. All other
                  income and expense items subject to proration pertaining to
                  the period prior to the Closing Date will be allocated to and
                  paid by Sellers and all income and expense items subject to
                  proration pertaining to the period starting on the Closing
                  Date will be allocated to and paid by Buyer. Seller is
                  responsible for Lease commissions due Seller's employees and
                  locator fees for Leases under which the tenant moves into a
                  unit prior to the Closing Date. Buyer is responsible for
                  locator fees for Leases under which the tenant moves into a
                  unit on or after the Closing Date. All application fees which
                  are not prepaid security deposits shall be retained by
                  Seller. Any income payable in connection with any Service
                  Contract will be prorated, but no lump sum or up front
                  payments paid to Seller with respect to any Service Contract
                  will be prorated. Rent will be prorated based on the Rent
                  Roll provided by Seller at Closing. No later than 3 business
                  days prior to the Closing Date, Buyer and each Seller shall
                  mutually approve and provide to Closing Agent a schedule of
                  prorations in as complete and accurate a form as possible. No
                  later than 60 days after Closing, Seller and Buyer shall make
                  appropriate post-closing adjustments to the prorations of
                  income and expenses but in no event will any readjustment be
                  made after the 60th day after the Closing Date, other than a
                  readjustment of ad valorem taxes and assessments.


                                                                        Page 25
<PAGE>
         (c)      All Deposits paid as refundable security for rent, cleaning,
                  pet deposits, or any other purposes will be paid to Buyer at
                  Closing and the obligation, if any, to refund the cash
                  deposits to tenants is assumed by Buyer. Except as provided
                  in SECTION 6.3(d), no non-refundable deposits or fees paid by
                  tenants shall be paid or payable to Buyer.

         (d)      Any amounts of so-called "hassle free move-out" payments paid
                  to Seller for current leases on the Properties shall be
                  equally split between Seller and Buyer and, at Closing,
                  Seller shall pay to Buyer its share thereof.

         (e)      All deposits and escrows made by Seller with the respective
                  Lenders will be delivered to the Sellers at Closing and will
                  be retained by the Seller or will be credited to the Seller
                  at Closing.

         (f)      The obligations of Sellers and Buyer under this SECTION 6.3
                  survive the Closing.

Section 6.4       Closing Costs.

Costs of closing this transaction will be allocated between Sellers and Buyer
as follows:

         (a)      Sellers shall pay (i) 50% of the prepayment premium for the
                  RAIT Loan to cause RAIT to release at Closing any security
                  interests in its collateral relating to Seller or its
                  constituent entities (any escrows held by the Lenders will be
                  returned to Seller or credited to Seller at Closing), (ii)
                  the cost of providing the Title Commitment, (iii) if the
                  Closing occurs on or prior to December 31, 2004, then the
                  portion (which may be all) of the negative arbitrage
                  associated with the RAIT Loan from the Closing Date until the
                  RAIT Loan is prepaid which is not paid by Buyer; (iv) the
                  cost 50% of any escrow fees or similar charges of Title
                  Company and Closing Agent, (v) the cost of the premiums for a
                  "standard coverage" Owner Policy, (vi) 50% of all costs
                  payable to the Lenders in connection with Buyer's assumption
                  of the Existing Loans, (vii) 50% of any and all transfer fees
                  and sales, intangibles, and conveyance taxes (or equivalents)
                  related to the Closing, if any, and (viii) the costs, if any,
                  incurred by Seller in connection with the performance of its
                  obligations under this Contract, including any endorsement to
                  the Title Policy which Seller, in its sole and absolute
                  discretion, agrees to obtain in order to cure title defects.

         (b)      Buyer shall pay (i) any premiums related to title insurance
                  for extended coverage or any endorsements or modifications to
                  any policy requested by Buyer and all premiums related to any
                  mortgagee policy, (ii) the cost of recording the Deed and any
                  other conveyance documents that Buyer may choose to record,
                  (iii) 50% of any escrow fee or similar charges of Title
                  Company and Closing Agent, (iv) the cost of the Survey, (v)
                  50% of any and all transfer fees and sales, intangibles, and
                  conveyance taxes (or equivalents) related to the Closing, if
                  any, (vi) 50% of all costs payable to the Lenders in
                  connection with Buyer's assumption of the Existing Loans,
                  (vii) 50% of the prepayment premium for the RAIT Loan to
                  cause RAIT to release at Closing any security interests in
                  its collateral relating to Seller or its constituent entities
                  (any escrows held by the Lenders will be returned to Seller
                  or credited to Seller at Closing), (viii) subject to SECTION
                  5.2(i), if the Closing occurs on or prior to December 31,
                  2004, then 50% of the negative arbitrage associated with the
                  RAIT Loan from the Closing Date until the RAIT


                                                                        Page 26
<PAGE>
                  Loan is prepaid, but Buyer shall not be required to pay in
                  excess of $200,000 in the aggregate with respect to all
                  Interests or Properties purchased, and (ix) the costs, if
                  any, incurred by Buyer in connection with the performance of
                  its obligations under this Contract.

         (c)      All other expenses incurred by any Seller or Buyer with
                  respect to the Closing, including, but not limited to, legal
                  fees of Buyer and each Seller (except in the event of
                  litigation), will be borne and paid exclusively by the party
                  incurring same, without reimbursement, except to the extent
                  otherwise specified in this Contract.

Section 6.5       Assumption Approval.

By no later than 5:00 p.m., Dallas, Texas time on January 18, 2005 (the
ASSUMPTION APPROVAL DATE), Buyer shall either:

         (a)      terminate this Contract by giving a termination notice to
                  Sellers stating that the terms of the Assumption are not
                  acceptable to Buyer, following which Closing Agent shall
                  deliver the Earnest Money to Seller (together with all
                  interest thereon) and the parties shall have no further
                  rights, liabilities, or obligations under this Contract
                  (other than those that expressly survive termination); or

         (b)      waive its right to terminate this Contract for matters
                  related to the Assumption by proceeding to Closing (absent a
                  termination pursuant to (a) above, Buyer shall be deemed to
                  have waived its right to terminate this Contract by virtue of
                  an unacceptable Assumption).

Buyer covenants to communicate with Sellers and to keep Sellers informed with
respect to the status of the Assumption and the Seller Releases. Buyer will
promptly notify Sellers when each Lender consents to the Assumption and the
Seller Releases. If Buyer is unable to obtain the Seller Releases by noon,
Dallas, Texas time on January 17, 2005, Buyer will promptly notify Sellers in
writing thereof.

Section 6.6       Release Approval.

By no later than the Assumption Approval Date, Sellers shall either:

         (a)      terminate this Contract by giving a termination notice to
                  Buyer stating that the terms of the Seller Releases are not
                  acceptable to Sellers, following which Closing Agent shall
                  deliver the Earnest Money to Seller (together with all
                  interest thereon) and the parties shall have no further
                  rights, liabilities, or obligations under this Contract (other
                  than those that expressly survive termination); or

         (b)      waive its right to terminate this Contract for matters
                  related to the Seller Releases by proceeding to Closing
                  (absent a termination pursuant to (a) above, Seller shall be
                  deemed to have waived its right to terminate this Contract by
                  virtue of an unacceptable Seller Release);

Section 6.7       Seller's and Buyer's Joint Covenants Regarding Taxation of
                  Cash/Unit Purchase.

For all federal, state and local income tax purposes:

         (a)      Buyer and Seller agree to treat the Seller's contribution of
                  Property to Buyers in exchange for Units as a nontaxable
                  transaction under Section 721 of the Internal


                                                                        Page 27
<PAGE>
                  Revenue Code of 1986, as amended (the CODE), and Buyer and
                  Seller will not take an inconsistent position therewith
                  except to the extent required by a "determination" as that
                  term is defined under Section 1313 of the Code.
                  Notwithstanding anything to the contrary contained in this
                  Contract, including without limitation the use of words and
                  phrases such as "sell," "sale," "purchase," and "pay," the
                  parties agree that it is their intent that to the extent that
                  consideration for the transfer of the Property takes the form
                  of the issuance of Units, the transactions contemplated
                  hereby shall be treated for federal income tax purposes
                  pursuant to Section 721 of the Code as the contribution of
                  the Property by the Seller to Buyer, in exchange for the
                  Units.

         (b)      Buyer and Seller agree that to the extent there is sufficient
                  cash transferred by Buyer to Seller under SECTION 1.2(c)(II)
                  to defease any existing mezzanine loan on the respective
                  Property plus the payment of Seller's costs under SECTION
                  6.4(a), it shall be reported under Treasury Regulation
                  Section 1.707-4(d) in such respective amounts as a transfer
                  to reimburse the Seller for capital expenditures, and
                  accordingly, Buyer and Seller will not report such cash
                  transfers as part of a taxable sale of the Property from
                  Seller to Buyer. Buyer and Seller agree that they will not
                  take positions inconsistent with the preceding sentence
                  except to the extent required by a "determination" as that
                  term is defined under Section 1313 of the Code.

         (c)      Buyer and Seller agree that the Existing Loans (together with
                  any fees and expenses required to be paid to Lenders in
                  connection with Buyer's Assumption to the extent assumed by
                  Buyer under SECTION 1.2(c)(i)) will be reported as a
                  "qualified liability", as that term is defined under Treasury
                  Regulation Section 1.707-5 and any fees and expenses required
                  to be paid Lenders in connection with Buyer's Assumption to
                  the extent satisfied by Buyer will be treated as a qualified
                  liability assumed by Buyer and that Seller's allocable share
                  of such qualified liability with respect to its Property will
                  be treated as a qualified liability. Buyer and Seller agree
                  that they will not take positions inconsistent with the
                  preceding sentence except to the extent required by a
                  "determination" as that term is defined under Section 1313 of
                  the Code.

Notwithstanding the foregoing, the Buyer makes no representations concerning a
proper treatment of such transactions and shall have no liability if the
contribution and distribution are not so treated. If such treatment is
challenged by any taxing authority on audit or otherwise, then solely with
respect to such issue, (i) the Designated Owners shall have the right to
participate fully, at their own expense, in all aspects of the defense of such
issue, (ii) the Buyer shall not settle any such issue without the prior consent
of the Designated Owners, which consent shall not be unreasonably withheld or
delayed, (iii) the Buyer shall inform the Designated Owners reasonably promptly
in advance, of the date, time and place of all administrative and judicial
meetings, conferences, hearings and other proceedings relating to such issue,
(iv) the Buyer shall provide to the Designated Owners all correspondence with
governmental authorities and other documents relating to such issue promptly
upon receipt, or in advance of submission to (as the case may be) the relevant
taxing authority or court, and (v) the Buyer shall not file or submit any
documents relating to the issue without the prior consent of the Designated
Owners which consent shall not be unreasonably withheld or delayed, provided
that the Buyer may make such filing or submission if required to comply with
any deadline imposed by law or other governmental authority if the Buyer has
made commercially reasonably efforts to obtain such prior consent. At any point
in the defense of


                                                                        Page 28
<PAGE>
such issue, in its sole discretion, the Buyer may, upon notice to the
Designated Owners, elect to have the Designated Owners conduct the defense of
the issue, at the Designated Owners' expense, and retain similar rights with
respect to the defense as those granted to the Designated Owners in the
immediately preceding sentence, provided that the proviso set forth in clause
(ii) of the immediately preceding sentence shall not apply.

                                   ARTICLE 7
                             DEFAULTS AND REMEDIES

Section 7.1       Material Breach of Seller's Representations and Warranties
                  Prior to Closing.

Buyer and each Seller shall each notify the other parties to this Contract
promptly upon discovery at or prior to Closing that any of the representations
and warranties of any Seller in SECTION 4.1 are inaccurate in any material
respect. If (i) any of a Seller's representations and warranties in SECTION 4.1
are inaccurate in any material respect at or prior to Closing and (ii) the
Seller does not cure (it being understood that the Seller has no obligation to
cure at any cost to Seller in excess of $25,000 in the aggregate) the material
breach within 10 business days (or within 1 business day if Buyer's notice is
given on the Closing Date) after receipt of notice of the breach from Buyer,
then Buyer shall, as its sole and exclusive remedy, waiving all other remedies,
either:

         (a)      terminate this Contract by giving notice to each Seller on or
                  prior to the Closing Date (which will be extended as
                  necessary to accommodate the applicable cure period); or

         (b)      waive that representation and warranty in its entirety and
                  proceed to the Closing.

A breach of any representation and warranty by a Seller is deemed material for
the purposes of this SECTION 7.1 only if it will cause a material adverse
effect, including, without limitation, a financial effect on the Real Property
and Improvements of greater than $200,000 for any single Property and one or
more breaches by Seller of Seller's representations and warranties are deemed
material if they will cause a material adverse financial effect greater than
$300,000 in the aggregate with respect to any or all of the Properties. Any
breach of any representation and warranty by a Seller that is not material is
deemed waived by Buyer and Buyer and each Seller shall proceed with Closing
without any reduction in the Purchase Price. If Seller can effect a cure at a
cost of $25,000 or less in the aggregate, Seller shall effect the cure.

If Buyer terminates this Contract under this SECTION 7.1, then Closing Agent or
Sellers, as applicable, shall return the Earnest Money and the Letter of Credit
to Buyer and the parties have no further rights, liabilities, or obligations
under this Contract (other than those that expressly survive termination). If
Buyer has actual knowledge of the inaccuracy or breach of any representation or
warranty by any Seller at or prior to Closing and the Closing occurs, Buyer is
deemed to waive the breach of the representation and warranty in its entirety.

Section 7.2       Buyer's Remedies.

         (a)      Sellers Inability to Convey Title at Closing; Condemnation;
                  Major Casualty Damage. If:

                  (i)      the Seller's title to the Property at Closing is
                           subject to any title exception other than the
                           Permitted Exceptions for any reason other than an


                                                                        Page 29
<PAGE>
                           affirmative act by any Seller (excluding any
                           election not to cure any objection by Buyer under
                           SECTION 3.1) that prevents Seller from having the
                           title required and the failure is not cured within 1
                           business day thereafter or Buyer does not waive any
                           defect in title and accepts the Seller's title as it
                           exists on the Closing Date;

                  (ii)     condemnation proceedings are initiated against all
                           or any portion of the Property and Buyer does not
                           waive its right to terminate this Contract as
                           specified in SECTION 8.3; or

                  (iii)    a Major Casualty (defined in SECTION 8.3) occurs and
                           Buyer does not waive its right to terminate this
                           Contract as specified in SECTION 8.3;

                  then Buyer shall, as its sole and exclusive remedy, waiving
                  all other remedies, terminate this Contract by giving notice
                  to each Seller within 10 days after the event specified in
                  SECTION 7.2(a)(i) occurs or Seller delivers written notice to
                  Buyer of the occurrence of an event listed in SECTION
                  7.2(a)(II) or (III), and Closing Agent shall return the
                  Earnest Money and/or the Letter of Credit to Buyer, and the
                  parties have no further rights, liabilities, or obligations
                  under this Contract (other than those that expressly survive
                  termination).

         (b)      Other Seller Defaults. If (A) any Seller does not timely
                  perform its obligations under SECTION 6.2(a) for any reason
                  other than (i) Buyer's failure to timely perform its
                  obligations under SECTION 6.2(b) or (ii) an act that falls
                  under SECTION 7.2(a) (or the termination of this Contract
                  under any applicable provision of this Contract) or (B) any
                  Seller does not timely perform any of its material
                  obligations under this Contract other than its obligations
                  under SECTION 6.2(a) (for any reason other than the
                  termination of this Contract under any applicable provision
                  of this Contract) and does not cure the default within 10
                  business days after receipt of written notice of the default
                  from Buyer, then Buyer shall, as its sole and exclusive
                  remedy, waiving all other remedies, either:

                  (i)      enforce specific performance of such Seller's
                           obligation to convey the Property to Buyer in
                           accordance with this Contract; or

                  (ii)     terminate this Contract by giving notice to each
                           Seller within 5 business days thereafter, then
                           Closing Agent shall return the Earnest Money and, as
                           applicable, the Letter of Credit, to Buyer, and the
                           parties have no further rights, liabilities, or
                           obligations under this Contract (other than those
                           that expressly survive termination).

                  Buyer is deemed to elect to terminate this Contract, receive
                  a return of the Earnest Money and, as applicable, the Letter
                  of Credit as liquidated damages, and waive any right to
                  enforce specific performance against Sellers unless Buyer
                  complies with its obligations under SECTION 6.2(b) on the
                  Closing Date, gives Sellers notice of its intent to enforce
                  specific performance within 60 days after the Closing Date
                  and files an action to enforce specific performance against
                  each Seller in an appropriate State court having jurisdiction
                  over the Real Property within 2 years and 1 day after the
                  Closing Date.


                                                                        Page 30
<PAGE>
         (c)      Seller's Failure or Refusal to Convey Title at Closing.
                  Except as set forth in SECTION 7.2(a)(i), if Seller fails or
                  refuses to convey title to Buyer at Closing and Seller does
                  not remedy the failure or refusal within 7 business days
                  after receipt of written notice from Buyer, then (1) this
                  Contract will automatically terminate, (2) Seller will
                  reimburse Buyer for its actual, verifiable, third party,
                  out-of-pockets costs with respect to this Contract, the
                  Partnership Sale Contract and the Cash Contract in an
                  aggregate amount not to exceed $750,000, and (3) Closing
                  Agent shall return the Earnest Money and, as applicable, the
                  Letter of Credit, to Buyer and the parties have no further
                  rights, liabilities, or obligations under this Contract
                  (other than those that expressly survive termination).

Section 7.3       Seller's Remedies.

If:

         (a)      Buyer does not timely perform in accordance with SECTION
                  6.2(b) for any reason, except the termination of this
                  Contract under any applicable provision of this Contract; or

         (b)      Buyer is otherwise in default in the performance of any of
                  its material obligations under this Contract and does not
                  cure the default within 10 days after receipt of notice of
                  the default from any Seller (but no Seller is required to
                  give Buyer notice of default in the performance of Buyer's
                  obligations under SECTION 6.2(b) or any other obligation
                  involving the payment of money);

then, Sellers shall, as their sole and exclusive remedy, waiving all other
remedies, terminate this Contract by giving notice to Buyer, Closing Agent
shall pay the Earnest Money and, as applicable, shall deliver the Letter of
Credit to Sellers and Sellers will retain all Earnest Money or funds from the
Letter of Credit as liquidated damages, and the parties have no further rights,
liabilities, or obligations under this Contract (except for those that
expressly survive termination). The parties agree that Sellers' damages are
difficult to ascertain and that the Earnest Money is a fair approximation of
Sellers' damages. Notwithstanding anything to the contrary in this SECTION 7.3,
Buyer's indemnity obligations under SECTION 3.2(d) of this Contract are
separate and distinct obligations that are not subject to the liquidated damage
provisions contained in this SECTION 7.3. Buyer's and its issuers obligations
under the Letter of Credit will survive the termination of this Contract.

                                   ARTICLE 8
                           CASUALTY AND CONDEMNATION

Section 8.1       Risk of Loss and Notice.

Subject to all other provisions of the Contract, including without limitation,
SECTION 3.2(d), the risk of loss or damage to the Real Property and
Improvements by fire or other casualty prior to the Closing Date is borne by
Sellers. Each Seller shall give Buyer prompt notice of any destruction of any
part of the Real Property and Improvements or the commencement of any
condemnation proceedings against the Real Property and Improvements between the
Effective Date and the Closing Date.


                                                                        Page 31
<PAGE>
Section 8.2       Minor Casualty.

Whether or not the notice required by SECTION 8.1 is given, if Improvements are
destroyed by fire or other casualty and the estimated cost of repairs, as
reasonably determined by Sellers based on a report by an independent
construction or architectural firm, is $500,000 or less for any individual
Property (a MINOR CASUALTY), Closing will occur with no reduction in the
Purchase Price and at Closing:

         (a)      Seller shall assign to Buyer all proceeds of property
                  insurance payable to Seller, less any amounts paid by Seller
                  to repair, restore, or clean up the Real Property and
                  Improvements;

         (b)      Buyer will receive a credit against the Purchase Price equal
                  to the amount of any unused deductible under Seller's
                  property insurance policy;

         (c)      Buyer shall accept the Real Property and remaining
                  Improvements in their damaged state; and

         (d)      as between Buyer and Sellers, Sellers have no obligation to
                  repair or restore any damaged or destroyed portions of the
                  Real Property and Improvements.

Section 8.3       Major Casualty and Condemnation.

If condemnation proceedings are commenced against any portion of the Real
Property and Improvements, or if Improvements are destroyed by fire or other
casualty and the estimated cost of repairs, as reasonably determined by Sellers
based on a report by an independent construction or architectural firm, is more
than $500,000 for any individual Property (a MAJOR CASUALTY), and Buyer has not
waived the exercise of its remedies under SECTION 7.2(a) within 10 days after
notice from any Seller of the occurrence of a Major Casualty or the initiation
of condemnation proceedings, then this Contract automatically terminates and
Buyer is deemed to have exercised its remedies under SECTION 7.2(a). If Buyer
waives the exercise of its remedies under SECTION 7.2(a) within 10 days after
notice from any Seller of the occurrence of a Major Casualty or the initiation
of condemnation proceedings, then Closing will occur without reduction in the
Purchase Price and at Closing:

         (a)      Seller shall assign its interest in all proceeds of property
                  insurance or condemnation awards to Buyer, less any amounts
                  paid by Seller to repair, restore, or clean up the Real
                  Property and Improvements;

         (b)      if a Major Casualty occurs:

                  (i)      Buyer will receive a credit against the Purchase
                           Price equal to the amount of any unused deductible
                           under Seller's property insurance policy;

                  (ii)     Buyer will accept the Real Property and remaining
                           Improvements in their damaged state; and

                  (iii)    as between Buyer and Sellers, Sellers have no
                           obligation to repair or restore any damaged or
                           destroyed portions of the Real Property and
                           Improvements; and


                                                                        Page 32
<PAGE>
         (c)      if condemnation proceedings are begun:

                  (i)      Buyer will accept the Real Property and remaining
                           Improvements subject to the condemnation
                           proceedings;

                  (ii)     Sellers have no liability with respect to any
                           portion of the Real Property and Improvements that
                           is condemned, or with respect to any costs or
                           expenses incurred by Buyer as a result of any
                           condemnation proceedings; and

                  (iii)    Sellers shall reasonably cooperate with Buyer in any
                           condemnation proceedings.

                                   ARTICLE 9
                                 MISCELLANEOUS

Section 9.1       Notices.

All notices, requests, approvals, consents, and other communications required
or permitted under this Contract (NOTICES) must be in writing and are
effective:

         (a)      on the business day sent if (i) sent by fax prior to 5:00
                  p.m. Dallas, Texas time, (ii) the sending fax generates a
                  written confirmation of sending, and (iii) a confirming copy
                  is sent on the same business day by one of the other methods
                  specified below;

         (b)      on the next business day after delivery, on a business day,
                  to a nationally recognized overnight courier service for
                  prepaid overnight delivery;

         (c)      3 days after being deposited on a business day in the United
                  States mail, certified, return receipt requested, postage
                  prepaid, or

         (d)      upon receipt if delivered by any method other than the
                  methods specified above;

in each instance addressed to Buyer or a Seller, as the case may be, at the
following addresses, or to any other address either party may designate by 10
days' prior notice to the other party:

Seller:           c/o JPI
                  600 East Las Colinas Blvd., Suite 1800
                  Irving, Texas  75039
                  Attention:       Robert D. Page
                  Telephone:       (972) 556-1700
                  Fax:             (972) 556-6934
                  E-Mail:          rpage@jpi.com


                                                                        Page 33
<PAGE>
                  c/o JPI
                  600 East Las Colinas Blvd., Suite 1800
                  Irving, Texas  75039
                  Attention:       Mark Bryant
                  Telephone:       (972) 556-6970
                  Fax:             (972) 444-2117
                  E-Mail:          mbryant@jpi.com

                  With a copy to:

                  Munsch Hardt Kopf & Harr, P.C.
                  4000 Fountain Place
                  1445 Ross Avenue
                  Dallas, Texas  75202-2790
                  Attention:       Gregg Cleveland
                  Telephone:       (214) 855-7537
                  Fax:             (214) 978-4364
                  E-Mail:          gcleveland@munsch.com

Buyer:            Education Realty Operating Partnership, LP
                  530 Oak Court Drive, Suite 300
                  Memphis, Tennessee 38117
                  Attention:       Paul O. Bower
                  Telephone:       (901) 259-2500
                  Fax:             (901) 259-2594
                  E-Mail:          pbower@aoinc.com

                  With a copy to:

                  Martin, Tate, Morrow & Marston, P. C.
                  6410 Poplar Avenue, Suite 1000
                  Memphis, Tennessee 38119-4843/
                  Attention:       Lee Welch
                  Telephone:       (901) 522-9000
                  Fax:             (901) 527-3746
                  E-Mail:          lwelch@martintate.com

With a copy to:

                  Morris, Manning & Martin, LLP
                  1600 Atlanta Financial Center
                  3343 Peachtree Road, N.E.
                  Atlanta, Georgia 30326
                  Attention: Rosemarie Thurston
                  Telephone:       (404) 233-7000
                  Fax:             (404) 365-9532
                  E-Mail:          rthurston@mmmlaw.com


                                                                        Page 34
<PAGE>
Each party shall use commercially reasonable efforts to send a copy of any
notice of termination under this Contract to Closing Agent on the same date and
by the same method(s) as it is sent to the other party. The failure to send a
copy of any termination notice to Closing Agent does not invalidate an
otherwise valid termination notice. E-mail addresses are included in this
SECTION 9.1 for convenience only: e-mail is not an acceptable form for Notices
under this Contract.

Section 9.2       Performance.

Time is of the essence in the performance of this Contract.

Section 9.3       Binding Effect.

This Contract is binding upon and inures to the benefit of the successors and
assigns of the parties.

Section 9.4       Entire Agreement.

This Contract, the Exhibits to this Contract and any agreements called for by
this Contract supercede the existing letter of intent between the parties dated
July 2, 2004, embody the complete agreement between the parties and cannot be
varied except by written agreement of each Seller and Buyer. No delay or
omission in the exercise of any right or remedy accruing to Seller or Buyer
upon any breach under this Contract shall impair such right or remedy or be
construed as a waiver of any such breach theretofore or thereafter occurring.
The waiver by Seller or Buyer of any breach of any term, covenant, or condition
herein stated shall not be deemed to be a waiver of any other breach, or of a
subsequent breach of the same or any other term, covenant, or condition herein
contained.

Section 9.5       Assignment.

         (a)      This Contract may not be assigned by a party without the
                  prior consent of the other party except that the Buyer may
                  assign its rights and obligations to an Affiliate (defined
                  below). Any assignee of assignor's interest in this Contract
                  is bound by all approvals and waivers, actual and deemed, by
                  assignor prior to the assignment, and must assume in writing
                  all of assignor's obligations under this Contract. Assignor
                  is not released from the obligations created under this
                  Contract as a result of any permitted assignment. Upon
                  Buyer's written request received by Seller at least ten (10)
                  days prior to the Closing Date, Seller will cause the various
                  Properties to be conveyed at Closing to various specified
                  Affiliates of Buyer set forth in Buyer's request.

         (b)      Upon any assignment of this Contract, assignor shall promptly
                  deliver to the other party a fully executed original of the
                  assignment of this Contract and the assumption by the
                  assignee of assignor's obligations under this Contract, which
                  assignment must include the federal tax identification number
                  of the assignee.

         (c)      No consent given by a party to any transfer or assignment of
                  assignor's rights or obligations under this Contract may be
                  construed as a consent to any other transfer or assignment of
                  assignor's rights or obligations. No transfer or assignment
                  in violation of this SECTION 9.5 is valid or enforceable.


                                                                        Page 35
<PAGE>
         (d)      An AFFILIATE of an entity is any entity that controls, is
                  controlled by, or is under common control with the entity in
                  question. The term CONTROL means the possession, directly or
                  indirectly, of the power to direct or cause the direction of
                  the management and policies of an entity, whether through the
                  ownership of voting securities or otherwise.

Section 9.6       Commissions.

Each party hereby warrants to the other party that it has not dealt with any
real estate broker or salesman in the negotiation of this Contract. Each party
shall indemnify, defend, and hold harmless the other party against any real
estate commissions due by virtue of the execution or Closing of this Contract,
the obligation or asserted claim for which arises from actions taken or claimed
to be taken by or through the indemnifying party. The provisions of this
SECTION 9.6 survive the Closing or any earlier termination of this Contract.

Section 9.7       Headings.

Section headings or captions are used in this Contract for convenience only and
do not limit or otherwise affect the meaning of any provision of this Contract.

Section 9.8       Holidays, Etc.

Whenever any time limit or date provided herein falls on a Saturday, Sunday, or
legal holiday under the laws of the State of Texas or the State where the Real
Property is located or on a day when federal banks are closed, then that date
is extended to the next day that is not a Saturday, Sunday, or legal holiday or
a day when federal banks are closed. The term BUSINESS DAY as used in this
Contract means any day that is not a Saturday, Sunday, or legal holiday under
the laws of the State of Texas or the State where the Real Property is located
or a day when federal banks are closed.

Section 9.9       Legal Fees.

If there is litigation, arbitration, or mediation concerning the interpretation
or enforcement of this Contract or any portion of this Contract, the prevailing
party, upon a final non-appealable judgment has been entered in a court of
competent jurisdiction, is entitled to recover from the losing party its
reasonable legal fees and paraprofessional fees, court costs, and expenses. The
provisions of this SECTION 9.9 survive the Closing or any earlier termination
of this Contract.

Section 9.10      Governing Law.

The laws of the State where the Real Property is located govern this Contract.

Section 9.11      Severability.

If any provision in this Contract is unenforceable in any respect, the
remainder of this Contract remains enforceable and, in lieu of the
unenforceable provision, there will be added to this Contract upon the
agreement of Buyer and Seller, a provision as similar in terms to the
unenforceable clause as may be possible and be enforceable.


                                                                         Page 36


<PAGE>
Section 9.12      Disclaimers, Waivers, and Releases.

Buyer acknowledges and agrees that:

         (a)      EXCEPT AS MAY BE SPECIFICALLY STATED IN THE DEED, OTHER
                  CLOSING DOCUMENTS, OR IN SECTION 4.1, SELLER, FOR ITSELF AND
                  ON BEHALF OF JPI APARTMENT CONSTRUCTION, L.P., JPI APARTMENT
                  MANAGEMENT, L.P., JPI APARTMENT DEVELOPMENT, L.P., JPI
                  CONSTRUCTION, L.P., JPI LIFESTYLE APARTMENT COMMUNITIES,
                  L.P., JPI INVESTMENT COMPANY, L.P. AND THEIR RELATED
                  AFFILIATES (COLLECTIVELY, THE "SELLER AFFILIATES"),
                  SPECIFICALLY DISCLAIMS, AND BUYER EXPRESSLY WAIVES, ANY
                  WARRANTY, GUARANTY, OR REPRESENTATION, ORAL OR WRITTEN, PAST,
                  PRESENT, OR FUTURE, OF, AS, TO, OR CONCERNING: (I) THE NATURE
                  AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION,
                  THE WATER, SOIL, AND GEOLOGY, AND THE SUITABILITY OF THE REAL
                  PROPERTY AND IMPROVEMENTS FOR ANY AND ALL ACTIVITIES AND USES
                  THAT BUYER MAY ELECT TO CONDUCT THEREON; (II) MATTERS OF
                  TITLE; (III) THE NATURE, ENFORCEABILITY, AND EXTENT OF ANY
                  RIGHT-OF-WAY, LEASE, LIEN, ENCUMBRANCE, LICENSE, RESERVATION,
                  CONDITION, OR OTHERWISE RELATING TO THE REAL PROPERTY AND
                  IMPROVEMENTS; (IV) THE COMPLIANCE OF THE REAL PROPERTY AND
                  IMPROVEMENTS OR THE OPERATION THEREOF WITH ANY LAWS, RULES,
                  ORDINANCES, OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR
                  OTHER BODY, INCLUDING, WITHOUT LIMITATION, THE AMERICANS WITH
                  DISABILITIES ACT OR THE FAIR HOUSING ACT, AS AMENDED FROM
                  TIME TO TIME; (V) WHETHER THE IMPROVEMENTS ARE BUILT IN A
                  GOOD AND WORKMANLIKE MANNER; (VI) ZONING TO WHICH THE REAL
                  PROPERTY AND IMPROVEMENTS OR ANY PORTION THEREOF MAY BE
                  SUBJECT; (VII) THE AVAILABILITY OF ANY UTILITIES TO THE REAL
                  PROPERTY AND IMPROVEMENTS OR ANY PORTION THEREOF, INCLUDING,
                  WITHOUT LIMITATION, WATER, SEWAGE, GAS, ELECTRIC, PHONE, AND
                  CABLE; (VIII) USAGES OF ADJOINING PROPERTY; (IX) ACCESS TO
                  THE REAL PROPERTY AND IMPROVEMENTS OR ANY PORTION THEREOF;
                  (X) THE VALUE, COMPLIANCE WITH ANY PLANS AND SPECIFICATIONS
                  PROVIDED BY SELLER, SIZE, LOCATION, AGE, USE, DESIGN,
                  QUALITY, DESCRIPTION, SUITABILITY, STRUCTURAL INTEGRITY,
                  OPERATION, TITLE TO, OR PHYSICAL OR FINANCIAL CONDITION OF
                  THE REAL PROPERTY AND IMPROVEMENTS OR ANY PORTION THEREOF, OR
                  ANY INCOME, EXPENSES, CHARGES, LIENS, ENCUMBRANCES, RIGHTS,
                  OR CLAIMS ON OR AFFECTING OR PERTAINING TO THE REAL PROPERTY
                  AND IMPROVEMENTS OR ANY PART THEREOF; (XI) THE EXISTENCE OR
                  NON-EXISTENCE OF UNDERGROUND STORAGE TANKS; (XII) ANY OTHER
                  MATTER AFFECTING THE STABILITY OR INTEGRITY OF THE REAL
                  PROPERTY AND IMPROVEMENTS; (XIII) THE POTENTIAL FOR FURTHER
                  DEVELOPMENT OF THE REAL PROPERTY AND IMPROVEMENTS; (XIV) THE
                  EXISTENCE OF VESTED LAND USE, ZONING, OR BUILDING
                  ENTITLEMENTS AFFECTING THE REAL PROPERTY AND IMPROVEMENTS;
                  (XV) TAX CONSEQUENCES (INCLUDING, BUT NOT LIMITED TO, THE
                  AMOUNT OF, USE OF, OR PROVISIONS RELATING TO ANY TAX
                  CREDITS); (XVI) WARRANTIES (EXPRESS OR IMPLIED) OF CONDITION
                  REGARDING THE FITNESS OF THE REAL PROPERTY AND IMPROVEMENTS
                  FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TENANTABILITY,
                  HABITABILITY, OR SUITABILITY FOR ANY INTENDED USE; (XVII) ANY
                  ENVIRONMENTAL CONDITIONS THAT MAY EXIST ON THE REAL PROPERTY
                  AND IMPROVEMENTS, INCLUDING, WITHOUT LIMITATION, THE
                  EXISTENCE OR NON-EXISTENCE OF PETROLEUM PRODUCTS, PETROLEUM
                  RELATED PRODUCTS, FUNGI OF ALL FORMS AND TYPES, "HAZARDOUS
                  SUBSTANCES," "HAZARDOUS MATERIALS," "TOXIC SUBSTANCES," OR
                  "SOLID WASTES" AS THOSE TERMS (WHICH ARE COLLECTIVELY
                  REFERRED TO IN THIS CONTRACT AS "HAZARDOUS MATERIALS")


                                                                        Page 37
<PAGE>
                  ARE DEFINED IN THE COMPREHENSIVE ENVIRONMENTAL RESPONSE
                  COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED BY
                  SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, THE
                  RESOURCE CONSERVATION AND RECOVERY ACT OF 1976 ("RCRA"), AND
                  THE HAZARDOUS MATERIALS TRANSPORTATION ACT, AND STATE
                  ENVIRONMENTAL LAWS, AND IN THE REGULATIONS PROMULGATED
                  PURSUANT TO THOSE LAWS, ALL AS AMENDED (COLLECTIVELY, THE
                  "HAZARDOUS WASTE LAWS") AND BUYER RELEASES AND WAIVES ANY
                  CLAIMS OR CAUSES OF ACTION AGAINST EACH SELLER, EACH SELLER'S
                  AGENTS AND SELLER'S AFFILIATES BASED IN WHOLE OR IN PART ON
                  ANY VIOLATION OF, OR ARISING WITH RESPECT TO, ANY FEDERAL,
                  STATE, OR LOCAL STATUTE, ORDINANCE, RULE, OR REGULATION
                  RELATING THERETO; AND (XVIII) THE FINANCIAL EARNING CAPACITY
                  OR HISTORY OR EXPENSE HISTORY OF THE OPERATION OF THE REAL
                  PROPERTY AND IMPROVEMENTS.

         (b)      BUYER SHALL PERFORM ALL INVESTIGATIONS OF THE PROPERTY IT
                  DEEMS NECESSARY DURING THE DUE DILIGENCE PERIOD AND WILL RELY
                  SOLELY ON ITS OWN INVESTIGATIONS. ANY PLANS OR SPECIFICATIONS
                  PROVIDED BY SELLERS ARE PROVIDED SOLELY FOR CONVENIENCE AND
                  BUYER IS RELYING SOLELY ON ITS OWN PHYSICAL INVESTIGATION OF
                  THE PROPERTY AND IS NOT RELYING ON THE ACCURACY OF ANY PLANS
                  OR SPECIFICATIONS. IF BUYER DOES NOT TERMINATE THIS CONTRACT
                  PRIOR TO THE EXPIRATION OF THE DUE DILIGENCE PERIOD, BUYER
                  ACCEPTS THE PROPERTY AS CONSTRUCTED REGARDLESS OF WHETHER THE
                  IMPROVEMENTS AS CONSTRUCTED CONFORM TO ANY PLANS OR
                  SPECIFICATIONS. BUYER ACKNOWLEDGES THAT THE IMPROVEMENTS AS
                  CONSTRUCTED MAY NOT AND VERY LIKELY DO NOT CONFORM IN ALL
                  RESPECTS TO THE PLANS AND SPECIFICATIONS AND BUYER HEREBY
                  WAIVES ANY CLAIMS IT MAY HAVE AS A RESULT OF ANY
                  NON-CONFORMITY OF ANY IMPROVEMENTS AS ACTUALLY CONSTRUCTED
                  WITH THE PLANS AND SPECIFICATIONS. BUYER IS NOT AND WILL NOT
                  RELY ON ANY INFORMATION PROVIDED OR NOT PROVIDED TO BUYER BY
                  SELLER TO MAKE A DECISION CONCERNING THE PURCHASE OR
                  NON-PURCHASE OF THE PROPERTY. ALL SELLER INFORMATION (DEFINED
                  BELOW) IS SUBJECT TO BUYER'S VERIFICATION AND, REGARDLESS OF
                  BUYER'S FAILURE TO SO VERIFY THE SELLER INFORMATION, BUYER
                  WILL NOT HOLD SELLER OR ANY SELLER AFFILIATE LIABLE FOR OR
                  MAKE ANY CLAIMS AGAINST ANY SELLER OR ANY SELLER AFFILIATE AS
                  TO THE ACCURACY OR INACCURACY OF ANY SELLER INFORMATION.

         (c)      BUYER REPRESENTS AND WARRANTS TO EACH SELLER THAT BUYER'S
                  OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF THE PROPERTY
                  (AND OTHER PARCELS IN PROXIMITY THERETO) WILL BE ADEQUATE TO
                  ENABLE BUYER TO MAKE BUYER'S OWN DETERMINATION WITH RESPECT
                  TO THE ACQUISITION OR NON-ACQUISITION OF THE PROPERTY AND THE
                  PRESENCE OR DISPOSAL ON OR BENEATH THE REAL PROPERTY AND
                  IMPROVEMENTS (AND OTHER PARCELS IN PROXIMITY THERETO) OF
                  HAZARDOUS MATERIALS. BUYER ACCEPTS THE RISK OF THE PRESENCE
                  OR DISPOSAL OF HAZARDOUS MATERIALS ON OR NEAR THE REAL
                  PROPERTY AND IMPROVEMENTS.

         (d)      NO REPRESENTATIONS HAVE BEEN MADE BY ANY SELLER, ANY SELLER
                  AFFILIATE, OR ANY OF THEIR RESPECTIVE AGENTS, BROKERS, OR
                  EMPLOYEES, AND BUYER HAS NOT RELIED ON ANY INFORMATION
                  SUPPLIED BY ANY SELLER IN ENTERING INTO, CONTINUING THE
                  EFFECTIVENESS OF, OR CLOSING UNDER THIS CONTRACT OTHER THAN
                  SELLERS' REPRESENTATIONS AND WARRANTIES SPECIFIED IN SECTION
                  4.1. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER
                  ACKNOWLEDGES, WARRANTS, AND REPRESENTS TO EACH SELLER THAT NO
                  SELLER NOR ANY SELLER


                                                                        Page 38
<PAGE>
                  AFFILIATE, OR ANY OF THEIR RESPECTIVE AGENTS, BROKERS, OR
                  EMPLOYEES HAS MADE ANY REPRESENTATION OR STATEMENT TO BUYER
                  CONCERNING THE VALUE OF THE PROPERTY OR THE PROPERTY'S
                  INVESTMENT POTENTIAL OR RESALE AT ANY FUTURE DATE, AT A
                  PROFIT OR OTHERWISE, NOR HAS ANY SELLER OR ANY SELLER
                  AFFILIATE OR THEIR RESPECTIVE AGENTS, BROKERS, OR EMPLOYEES
                  RENDERED ANY ADVICE OR EXPRESSED ANY OPINION TO BUYER
                  REGARDING ANY INCOME TAX CONSEQUENCES OF OWNERSHIP OF THE
                  PROPERTY.

         (e)      BUYER REPRESENTS AND WARRANTS TO EACH SELLER THAT BUYER IS
                  RELYING SOLELY ON BUYER'S INDEPENDENT ANALYSIS AND
                  INVESTIGATION OF THE PROPERTY AND BUYER ASSUMES THE RISK THAT
                  AN ADVERSE CONDITION OF THE PROPERTY MAY NOT HAVE BEEN
                  REVEALED BY ITS OWN DUE DILIGENCE. NO SELLER HAS ANY DUTY TO
                  INFORM, ADVISE, OR OTHERWISE PROVIDE INFORMATION TO BUYER
                  THAT THE SELLER MAY HAVE REGARDING THE PROPERTY EXCEPT AS
                  EXPRESSLY REQUIRED IN THIS CONTRACT. ANY INFORMATION,
                  DOCUMENTS, OR REPORTS SUPPLIED OR MADE AVAILABLE BY A SELLER,
                  WHETHER WRITTEN OR ORAL, OR IN THE FORM OF MAPS, SURVEYS,
                  PLATS, SOIL REPORTS, ENGINEERING STUDIES, ENVIRONMENTAL
                  STUDIES, OPERATION STATEMENTS, RENT ROLLS, OR OTHER
                  INSPECTION REPORTS PERTAINING TO THE PROPERTY (INCLUDING,
                  WITHOUT LIMITATION, THE REPORTS) (COLLECTIVELY "SELLER
                  INFORMATION") ARE BEING DELIVERED TO BUYER ON AN AS-IS, WHERE
                  IS, AND WITH ALL FAULTS BASIS, SOLELY AS A COURTESY. SELLER
                  HAS NEITHER VERIFIED THE ACCURACY OF ANY STATEMENTS OR OTHER
                  INFORMATION IN ANY OF THE SELLER INFORMATION, NOR ANY METHOD
                  USED TO COMPILE THE SELLER INFORMATION, NOR THE
                  QUALIFICATIONS OF THE PERSON(S) PREPARING THE SELLER
                  INFORMATION. SELLER MAKES NO, AND BUYER WAIVES ANY,
                  REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OR ARISING BY
                  OPERATION OF LAW AS TO THE ACCURACY, COMPLETENESS, OR ANY
                  OTHER ASPECT OF THE SELLER INFORMATION.

         (f)      EXCEPT AS SET FORTH IN THE CLOSING DOCUMENT OR SECTION 4.1,
                  NO SELLER NOR ANY SELLER AFFILIATE IS RESPONSIBLE OR LIABLE
                  TO BUYER OR ANY SUCCESSOR OR ASSIGNEE OF BUYER, AND BUYER, ON
                  ITS OWN BEHALF AND ON BEHALF OF ITS SUCCESSORS AND ASSIGNS,
                  RELEASES AND COVENANTS NOT TO SUE ANY SELLER OR ANY SELLER
                  AFFILIATE FOR ANY CONSTRUCTION OR DESIGN DEFECTS, ERRORS, OR
                  OMISSIONS, OR ON ACCOUNT OF ANY OTHER CONDITIONS AFFECTING
                  THE PROPERTY, KNOWN OR UNKNOWN. EXCEPT AS SET FORTH IN THE
                  CLOSING DOCUMENT OR SECTION 4.1, BUYER IS PURCHASING THE
                  PROPERTY AS IS, WHERE IS, AND WITH ALL FAULTS. EXCEPT AS SET
                  FORTH IN THE CLOSING DOCUMENT OR SECTION 4.1, BUYER RELEASES
                  SELLER AND ALL SELLER AFFILIATES AND THEIR RESPECTIVE
                  EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, AND AGENTS
                  FOR ANY COST, LOSS, LIABILITY, DAMAGE, EXPENSE, DEMAND,
                  ACTION, OR CAUSE OF ACTION ARISING FROM OR RELATED TO ANY
                  CONSTRUCTION OR DESIGN DEFECTS, ERRORS, OMISSIONS, OR OTHER
                  CONDITIONS AFFECTING THE PROPERTY, KNOWN OR UNKNOWN. THIS
                  RELEASE WILL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH
                  OF ITS EXPRESS TERMS AND PROVISIONS, INCLUDING, WITHOUT
                  LIMITATION, THOSE RELATING TO UNKNOWN CLAIMS, DAMAGES, AND
                  CAUSES OF ACTION. THIS COVENANT RELEASING EACH SELLER AND ALL
                  SELLER AFFILIATES IS A COVENANT RUNNING WITH THE PROPERTY AND
                  IS BINDING UPON BUYER, ITS SUCCESSORS AND ASSIGNS.

THE PROVISIONS OF THIS SECTION 9.12 SURVIVE THE CLOSING OR ANY EARLIER
TERMINATION OF THIS CONTRACT.


                                                                        Page 39
<PAGE>
Section 9.13      Rule of Construction.

Each party and its counsel have reviewed and revised this Contract. The normal
rule of construction to the effect that any ambiguities are to be resolved
against the drafting party may not be employed in the interpretation of this
Contract or any amendments, schedules, or exhibits to this Contract.

Section 9.14      Effective Date.

The EFFECTIVE DATE of this Contract is September 17, 2004.

Section 9.15      Independent Contract Consideration.

Of the Earnest Money, $100.00 shall be deemed to be independent consideration
for the options granted in this Contract. Such independent consideration is
deemed to be earned upon the final execution of this Contract by all parties
and is non-refundable to Buyer; therefore, in the event Buyer terminates this
Contract for any reason and the Earnest Money is thereupon returnable to Buyer,
notwithstanding anything contained herein to the contrary, $100.00 of such
Earnest Money shall be tendered to Seller.

Section 9.16      Counterparts and Facsimile Signatures.

This Contract may be executed in one or more counterparts. Each counterpart is
an original and proof of this Contract may be made without more than one
counterpart. Facsimile signatures are binding on the party providing the
facsimile signatures.

Section 9.17      No Recording.

Buyer covenants that neither it nor any successor or assign will record in any
public real property records this Contract or any memorandum or affidavit
relating to this Contract or otherwise cloud title to the Property. In addition
to Seller's remedies in SECTION 7.3, if Buyer breaches this SECTION 9.17, Buyer
will record a release of any such memorandum or affidavit no later than five
(5) days after request by Seller. This SECTION 9.17 survives the Closing or
earlier termination of this Contract and Seller may enforce specific
performance of Buyer's obligations under this SECTION 9.17.

Section 9.18      Further Acts.

In addition to the acts, instruments and agreements recited herein and
contemplated to be performed, executed and delivered by Buyer and Seller, Buyer
and Seller shall perform, execute, and deliver or cause to be performed,
executed, and delivered at the Closing or after the Closing, any and all
further acts, instruments, and agreements and provide such further assurances
as the one party may reasonably require to consummate the transaction
contemplated hereunder as long as such performance, execution or delivery is
reasonably acceptable to the other party.

Section 9.19      Arbitration.

         (a)      If a claim (whether based on contract, statute, regulation,
                  or otherwise) between Seller and Buyer arising out of or
                  relating to this Contract (including, without limitation, the
                  construction, validity, interpretation, termination,
                  enforceability or


                                                                        Page 40
<PAGE>
                  alleged breach or threatened breach of the provisions
                  contained in this Contract) (defined for the purposes of this
                  SECTION 9.19 only, DISPUTE) cannot be resolved informally,
                  then the parties, if requested in writing by either party,
                  shall each appoint a corporate representative (with authority
                  to make decisions) to meet in a good faith effort to attempt
                  to resolve such Dispute. If such meeting is requested, the
                  meeting shall occur within 10 business days after the request
                  for such meeting. If the corporate representatives of the
                  parties are unable to resolve the Dispute within 20 days
                  after the meeting, the Dispute shall be resolved by binding
                  arbitration pursuant to SECTION 9.19(b).

         (b)      Any Dispute (including, without limitation, any dispute over
                  arbitrability or jurisdiction) not settled under SECTION
                  9.19(a) shall be, upon demand of a party to such Dispute,
                  resolved by arbitration held in Dallas, Texas, administered
                  by the AAA and, except as modified by this SECTION 9.19(b),
                  governed by the Commercial Arbitration Rules and Mediation
                  Procedures of the AAA (AAA RULES). The law applicable to the
                  arbitration process and procedure, including the
                  administration and enforcement thereof, shall be the Federal
                  Arbitration Act (9 U.S.C. Sections 1 et seq.), as amended.
                  The parties to the Dispute shall be entitled to engage in
                  reasonable discovery, including the right to production of
                  relevant documents by the opposing party or parties and the
                  right to take depositions reasonably limited in number, time
                  and place; provided that in no event shall any party to the
                  Dispute be entitled to refuse to produce relevant and
                  non-privileged documents or copies thereof requested by any
                  other party to the Dispute within the time limit set and to
                  the extent required by order of the arbitrator(s). The
                  arbitrator(s) shall determine the rights and obligations of
                  the parties to the Dispute according to the terms and
                  provisions of this Contract and the governing law specified
                  in SECTION 9.10 of this Contract to the extent not
                  inconsistent with the Federal Arbitration Act. The
                  arbitrator(s) shall hear and determine any preliminary issue
                  of law asserted by any party to the Dispute to be dispositive
                  of any claim or defense, in whole or in part, in the manner
                  that a court would hear and dispose of a motion to dismiss
                  for failure to state a claim or for summary judgment,
                  pursuant to such terms and procedures as the arbitrator(s)
                  deem appropriate. Any award by the arbitrator(s), whether
                  preliminary or final, shall be in writing, signed by each
                  arbitrator, and specify the reasons for the award, including
                  specific findings of fact and law. An arbitration award
                  rendered in any such proceeding shall be final, binding, and
                  non-appealable, and may be modified or vacated only on the
                  grounds provided by the Federal Arbitration Act. A judgment
                  on the arbitration award may be entered in any court having
                  competent jurisdiction. The arbitrators shall be divested of
                  any power to award damages in the nature of punitive,
                  exemplary, or consequential damages. With respect to a
                  Dispute or Disputes in which the aggregate amount of claims
                  or amounts in controversy do not exceed $100,000, a single
                  arbitrator will be impaneled, who will have authority to
                  render a maximum award of $100,000, including all damages of
                  any kind and costs, fees, interest, and the like. With
                  respect to a Dispute or Disputes in which the aggregate
                  amount of claims or amounts in controversy exceed $100,000,
                  the Dispute(s) will be decided by a majority vote of three
                  arbitrators.

         (c)      If a Dispute is required under SECTION 9.19(b) to be heard by
                  three arbitrators, the selection of such arbitrators shall be
                  as follows: each party to the Dispute shall each appoint one
                  arbitrator within 20 days after the filing of the
                  arbitration,


                                                                        Page 41
<PAGE>
                  and the two arbitrators so appointed shall select the
                  presiding arbitrator within 20 days after the latter of the
                  two arbitrators has been appointed by the parties. If either
                  of the parties fails to appoint its party-appointed
                  arbitrator or if the two party-appointed arbitrators cannot
                  reach agreement on the presiding arbitrator within the
                  applicable time period, then the AAA shall appoint the
                  remainder of the three arbitrators not yet appointed. Each
                  arbitrator shall be and remain at all times wholly impartial,
                  and, once appointed, no arbitrator shall have any ex parte
                  communications with any of the parties to the Dispute
                  concerning the arbitration or the underlying Dispute other
                  than communications directly concerning the selection of the
                  presiding arbitrator. If a Dispute is required under SECTION
                  9.19(b) to be heard by one arbitrator, the selection of the
                  arbitrator shall be in accordance with the AAA Rules then in
                  effect. All arbitrators shall be knowledgeable in the subject
                  matter of the Dispute.

Section 9.20      Exchange.

         (a)      Sellers may elect to consummate the sale of the Property as
                  part of a so-called like kind exchange (the EXCHANGE)
                  pursuant to Section 1031 of the Code.

         (b)      If Sellers so elect, the following provisions shall apply and
                  Buyer is obligated to cooperate with Sellers in effecting the
                  Exchange only if:

                  -        the Closing Date is not delayed;

                  -        Buyer incurs no additional liabilities of any kind
                           in effecting the Exchange;

                  -        Buyer is not required to hold title to the exchange
                           property at any time; and

                  -        Sellers shall pay all additional costs incurred by
                           Sellers and Buyer in effecting the Exchange,
                           including attorneys' fees.

Section 9.21      Related Property.

Buyer has entered into a Contract of Sale (the PARTNERSHIP SALE CONTRACT) with
JPI-CG MEZZ LLC, JPI-MC MEZZ LLC, JPI GENPAR REALTY, LLC, AND JPI INVESTMENT
COMPANY, L.P. concerning Buyer's acquisition of certain partnership, limited
liability company and limited partnership interests in the respective entities
and a Contract of Sale (the CASH CONTRACT) with JEFFERSON COMMONS - LAWRENCE,
L.P., and JEFFERSON COMMONS - WABASH, L.P. concerning Buyer's acquisition of
real property therein described. If the Partnership Sale Contract or the Cash
Contract is terminated, either Seller or Buyer may terminate this Contract by
written notice delivered to the other within 10 days after termination of the
respective contract. Additionally, if Buyer fails to deposit the Earnest Money
hereunder or under the Partnership Sale Contract or the Cash Contract as
required herein or therein, Sellers may terminate this Contract, and both the
Partnership Sale Contract and the Cash Contract by written notice delivered to
Buyer within 3 days after Buyer's failure to timely deliver such Earnest Money.
If this Contract is terminated under this Section, the Closing Agent shall
deliver the Earnest Money as provided in this Contract as though the reason for
such termination under the Partnership Sale Contract and the Cash Contract also
occurred under this Contract, and the parties thereafter have no further
rights, liabilities, or obligations under this Contract, the Partnership Sale
Contract or the Cash Contract except for matters which expressly survive


                                                                        Page 42
<PAGE>
termination of either this Contract, the Partnership Sale Contract or the Cash
Contract. Seller's rights under this Section survive termination of this
Contract. The intent of the parties is that this Contract, the Partnership
Sales Contract and the Cash Contract be cross defaulted.

Section 9.22      Confidentiality.

Seller acknowledges that the matters relating to the REIT, the Public Offering,
this Contract, and this transaction (collectively, the INFORMATION) are
confidential in nature. Therefore, Seller and, if applicable, each Designated
Owner, covenants and agrees to keep the Information confidential and will not
(except as required by applicable law, regulation or legal process including
applicable securities laws), without the Buyer's prior written consent,
disclose any Information in any manner whatsoever; provided, however, (a) that
the Information may be revealed only to the Seller's directors, officers,
employees, legal counsel, consultants, and advisors and to the Existing Lenders
(collectively, the INFORMATION GROUP), in each case on a "need to know" basis,
each of whom shall be informed of the confidential nature of the Information,
and (b) this confidentiality agreement is not intended to limit Seller's
continued use of its books, records, documents and other materials necessary
for the continued conduct of Seller's daily business and that of the respective
Properties. If the Seller or any member of the Information Group is requested
pursuant to, or required by, applicable law, regulation or legal process to
disclose any of the Information, the applicable member of the Information Group
will notify the Buyer promptly so that it may seek a protective order or other
appropriate remedy or, in its sole discretion, waive compliance with the terms
of this SECTION 9.22. In the event that no such protective order or other
remedy is obtained, or that the Buyer waives compliance with the terms of this
SECTION 9.22, the applicable member of the Information Group may furnish only
that portion of the Information which it is advised by counsel is legally
required and will exercise all reasonable efforts to obtain reliable assurance
that confidential treatment will be accorded the Information. Seller
acknowledges that remedies at law may be inadequate to protect the Buyer or the
REIT against any actual or threatened breach of this SECTION 9.22, and, without
prejudice to any other rights and remedies otherwise available, Seller agrees
to the granting of injunctive relief in favor of the REIT and/or the Buyer.
Notwithstanding any other express or implied agreement to the contrary, the
parties agree and acknowledge that each of them and each of their employees,
representatives, and other agents may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transaction
and all materials of any kind (including opinions or other tax analyses) that
are provided to any of them relating to such tax treatment and tax structure,
except to the extent that confidentiality is reasonably necessary to comply
with U.S. federal or state securities laws. For purposes of this paragraph, the
terms TAX TREATMENT and TAX STRUCTURE have the meanings specified in Treasury
Regulation section 1.6011-4(c). Buyer agrees that if the transaction
contemplated by this Contract is not consummated for any reason, then Buyer
will (i) return to Seller all documents and information obtained from Seller
promptly upon request and (ii) keep the Information confidential and will not
(except as required by applicable law, regulation or legal process including
applicable securities laws), without the Seller's prior written consent,
disclose any Information, the content or results of Buyer's investigations and
the information contained in the materials delivered by Seller to Buyer, in any
manner whatsoever or use the information gathered by Buyer or sent by Seller to
Buyer in a manner which will (a) harm or tend to harm Seller, or (b) provide
Buyer with an advantage in dealing with third parties in competition with
Seller or any Seller Affiliate.

                            [Signature Page follows]


                                                                        Page 43
<PAGE>
EXECUTED by Seller on September 22, 2004, to be effective the 17th day of
September, 2004.


                                    SELLER

                                    JEFFERSON COMMON - TUCSON PHASE II LIMITED
                                    PARTNERSHIP, a Delaware limited partnership

                                    By:   JC - Tucson LLC, a Delaware limited
                                          liability company, its general
                                          partner


                                          By: /s/ James W. Morgan, Jr.
                                             ----------------------------------
                                          Name: James W. Morgan, Jr.
                                               --------------------------------
                                          Title: Assistant Vice President
                                                -------------------------------


                                    JEFFERSON COMMONS - COLUMBIA, L.P., a
                                    Delaware limited partnership

                                    By:   JC - Columbia LLC, a Delaware limited
                                          liability company, its general
                                          partner


                                          By: /s/ James W. Morgan, Jr.
                                             ----------------------------------
                                          Name: James W. Morgan, Jr.
                                               --------------------------------
                                          Title: Assistant Vice President
                                                -------------------------------


<PAGE>
EXECUTED by Buyer on September 21, 2004, to be effective the 17th day of
September, 2004.

                                    BUYER

                                    EDUCATION REALTY OPERATING PARTNERSHIP, LP,
                                    a Delaware limited partnership

                                    By:   Education Realty OP GP, Inc.,
                                          Its General Partner


                                          By: /s/ Paul O. Bower
                                             ----------------------------------
                                             Name: Paul O. Bower
                                                  -----------------------------
                                             Title: President
                                                   ----------------------------

                                    Buyer's Tax ID No.
                                                      -------------------------


<PAGE>
                                    The undersigned executes this Contract
                                    solely for the purpose of the
                                    representations and warranties to Buyer
                                    regarding securities law matters set forth
                                    in SECTION 4.1(OO), the confidentiality
                                    covenants to Buyer set forth in SECTION
                                    9.22, and the confidentiality provisions
                                    set forth in SECTION 1.2(c)

                                    JPI MULTIFAMILY INVESTMENTS L.P., a
                                    Delaware limited partnership

                                    By:   New GP LLC, a Delaware limited
                                          liability company, its General
                                          Partner

                                          By: /s/ James W. Morgan, Jr.
                                             ----------------------------------
                                          Name:   James W. Morgan, Jr.
                                               --------------------------------
                                          Title: Assistant Vice President
                                                -------------------------------


                                    JPI Investment Company, L.P., a Texas
                                    limited partnership

                                    By:   JPI Multifamily Investments L.P., a
                                          Delaware limited partnership, general
                                          partner

                                          By:   New GP LLC, a Delaware limited
                                                liability company, general
                                                partner

                                          By: /s/ James W. Morgan, Jr.
                                             ----------------------------------
                                          Name:   James W. Morgan, Jr.
                                               --------------------------------
                                          Title: Assistant Vice President
                                                -------------------------------


<PAGE>
The undersigned agrees to hold and disburse the Earnest Money in accordance
with this Contract.


                                    CHICAGO TITLE COMPANY

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

<PAGE>

                                   EXHIBIT A-1

       LEGAL DESCRIPTION OF REAL PROPERTY LOCATED IN PIMA COUNTY, ARIZONA

Tucson Park West, Block 6, a subdivision of record in the office of the Pima
County Recorder's Office in Book 19 of Maps and Plats at Page 91, described as
follows:

Beginning at the Northeasterly corner of said Block 6, being also a point on the
Southerly right of way of Broadway Boulevard, a dedicated public road,
monumented by a 1/2" rebar tagged L.S. 1144;

Thence along the boundary of said Block 6, the following courses and distances;

South 48 degrees 41 minutes 58 seconds East, a distance of 416.18 feet to a
point of curvature of a tangent curve concave Northeasterly, monumented by a
1/2" rebar tagged L.S. 1144;

Southeasterly along the arc of said curve to the left having a radius of 432.50
feet and a central angle of 14 degrees 02 minutes 06 seconds for an arc distance
of 105.94 feet, monumented by a 1/2" rebar tagged L.S. 1144;

South 62 degrees 44 minutes 05 seconds East, a distance of 500.31 feet to a
point of curvature of a tangent curve concave Southwesterly, monumented by a
1/2" rebar tagged L.S. 1144;

Southeasterly along the arc of said curve to the right, having a radius of 38.0
feet and a central angle of 86 degrees 07 minutes 19 seconds for an arc distance
of 57.12 feet, monumented by an untagged 1/2" rebar;

South 23 degrees 23 minutes 15 seconds West, a distance of 491.39 feet to a
point of curvature of a tangent curve concave Northwesterly monumented by an
untagged 1/2" rebar;

Southwesterly along the arc of said curve to the right having a radius of 50.00
feet and a central angle of 59 degrees 38 minutes 06 seconds for an arc distance
of 52.04 feet to a point of reverse curvature of a tangent curve concave
Southeasterly monumented by a 1/2" rebar tagged L.S. 1144;

Southwesterly along the arc of said curve to the left having a radius of 530.00
feet and a central angle of 10 degrees 59 minutes 32 seconds for an arc distance
of 101.68 feet, monumented by a 1/2" rebar tagged L.S. 1144;

South 72 degrees 01 minutes 49 seconds West, a distance of 101.20 feet to a
point of curvature of a tangent curve concave Northerly, monumented by a 1/2"
rebar tagged L.S. 1144;

Westerly along the arc of said curve to the right having a radius of 220.00 feet
and a central angle of 17 degrees 55 minutes 17 seconds for an arc distance of
68.81 feet (68.61 feet record) monumented by a 1/2" rebar tagged L.S. 1144;

South 89 degrees 59 minutes 25 seconds West, a distance of 224.91 feet to a
point of curvature of a tangent curve concave Northeasterly, monumented by a
1/2" rebar tagged L.S. 1144;

<PAGE>

Northwesterly along the arc of said curve to the right having a radius of 220.00
feet and a central angle of 39 degrees 12 minutes 09 seconds for an arc distance
of 150.53 feet to a point of reverse curvature of a tangent curve concave
Southwesterly, monumented by a 1/2" rebar tagged L.S. 1144;

Northwesterly along the arc of said curve to the left having a radius of 240.00
feet and a central angle of 39 degrees 16 minutes 25 seconds for an arc distance
of 164.51 feet, monumented by a 1/2" rebar tagged L.S. 1144;

South 89 degrees 55 minutes 09 seconds west, a distance of 122.86 feet to a
point on the Easterly right of way of Shannon Road, a dedicated Public Road,
monumented by a 1/2" rebar tagged L.S. 1144;

North 00 degrees 05 minutes 11 seconds West along said Easterly right of way, a
distance of 1028.79 feet to a point of curvature of a tangent curve concave
Southeasterly, monumented by an untagged 1/2" rebar;

Northeasterly along said Easterly right of way, along the arc of said curve to
the right having a radius of 25.00 feet and a central angle of 90 degrees 07
minutes 53 seconds for an arc distance of 39.33 feet to a point on said
Southerly right of way line of Broadway Boulevard, a dedicated public road,
monumented by a 1/2" rebar tagged L.S. 1144;

South 89 degrees 57 minutes 18 seconds East along said Southerly right of way, a
distance of 251.16 feet to the Point of Beginning.

<PAGE>

                                   EXHIBIT A-2

                       LEGAL DESCRIPTION OF REAL PROPERTY
                        LOCATED IN BOONE COUNTY, MISSOURI

Lot One (1) of Jefferson Commons Plat One (1) a subdivision located in the City
of Columbia, Boone County, Missouri, as shown by the plat thereof recorded in
Plat Book 35, Page 66, records of Boone County, Missouri, and being more
particularly described as follows:

A tract of land located partially in the South Half (S1/2) of the Southeast
Quarter (SE1/4) of Section 19, and partially in the North Half (N1/2) of the
Northeast Quarter NE1/4) of Section 30, both in Township 48 North, Range 12
West, in Columbia, Boone County, Missouri, and being further described as
follows: Starting at the Southeast corner of said Section 19; thence N01 degrees
01' 00"E, 602.42 feet; thence N64 degrees 05' 40"W, 150.01 feet; thence N80
degrees 16' 25"W, 123.40 feet; thence N70 degrees 27' 50"W, 200.65 feet; thence
N70 degrees 34' 20"W, 124.43 feet; thence N54 degrees 47' 35"W, 151.19 feet;
thence N68 degrees 04' 40"W, 67.71 feet; thence N67 degrees 48' 55"W, 97.68
feet; thence N80 degrees 18' 45"W, 102.25 feet; thence N77 degrees 50' 20"W,
115.66 feet; thence N76 degrees 57' 20"W, 209.08 feet; thence N66 degrees 57'
40"W, 50.08 feet; thence S02 degrees 24' 15"W, 109.77 feet; thence S64 degrees
29' 35"W, 79.35 feet; thence S11 degrees 07' 00"E, 195.38 feet; thence along a
curve to the left having a radius of 597.30 feet for an arc length of 176.28
feet, the long chord bears S19 degrees 34' 20"E, 175.64 feet; thence N61 degrees
58' 00"E, 25.00 feet; thence along a curve to the left having a radius of 572.30
feet for an arc length 97.56 feet, the long chord bears S32 degrees 55' 00"E,
97.44 feet; thence S37 degrees 48' 00"E, 91.40 feet; thence S52 degrees 12'
00"W, 25.00 feet; thence S37 degrees 48' 00"E, 140.80 feet; thence S52 degrees
12' 00"W, 6.00 feet; thence S37 degrees 48' 00"E, 30.00 feet; thence along a
curve to the right having a radius of 750.80 feet for an arc length of 27.95
feet, the long chords bears S36 degrees 44' 00"E, 27.95 feet; thence S54 degrees
20' 00"W, 4.00 feet; thence along a curve to the right having a radius of 746.80
feet for an arc length of 13.03 feet, the long chord bears S35 degrees 10' 00"E,
13.03 feet; thence N55 degrees 20' 00"E, 10.00 feet; thence along a curve to the
right having a radius of 756.80 feet for an arc length of 244.16 feet, the long
chord bears S25 degrees 25' 30"E, 243.10 feet; thence S89 degrees 28' 45"E,
79.56 feet; thence S00 degrees 31' 15"W, 60.00 feet; thence S89 degrees 28'
45"E, 364.00 feet; thence N00 degrees 31' 15"E 60.00 feet; thence S89 degrees
28' 45"E, 484.30 feet to the Point of Beginning.

<PAGE>

                                    EXHIBIT B

                                SERVICE CONTRACTS

                            [COVER PAGE FOR 3 PAGES]

<PAGE>

                                    EXHIBIT B

             JEFFERSON COMMONS - TUCSON PHASE II LIMITED PARTNERSHIP
                  SERVICE AND MAINTENANCE AGREEMENTS/CONTRACTS
                                 AS OF JULY 2004

<TABLE>
<CAPTION>
                  NAME                                                   TYPE OF CONTRACT
<S>                                                            <C>
AAA Landscape                                                  Landscape Maintenance Service Agreement

Allied Resident/Employee Screening                             Employee Screening

Arizona Daily Wildcat                                          Advertising Agreement

Burns Pest Control                                             Pest Elimination Service Agreement

Cox Communications Tucson, Inc.                                Resident Telephone and CATV Agreement

Cox Communications Tucson, Inc.                                Internet Services Agreement

Cox Business Services                                          Office Internet Services Agreement

Fusion Broadband, Inc. (f/k/a Distributed                      Internet Services Agreement
Management Information Systems, Inc.

Good News                                                      Production Order/Advertising Agreement

Homestore.com Apartments & Rentals                             Internet Services Agreement

HPC Publications                                               Advertising Agreement for Greater Tucson/ Sierra
                                                               Vista Apt. Guide (1 internet college listing)

HPC Publications                                               Advertising Agreement for Greater Tucson/ Sierra
                                                               Vista Apt. Guide (1 internet online tour)

HPC Publications                                               Advertising Agreement for Greater Tucson/ Sierra
                                                               Vista Apt. Guide (1 standard ad - full page)

Ikon Office Solutions                                          Copier Maintenance Agreement

Ikon Office Solutions                                          Digital Copier/Fax System (Main./Service Agreement)

Multicom, Inc.                                                 Monitoring Agreement

Pitney Bowes Credit Corporation                                Equipment Lease

Qcorps  Residential, Inc.                                      Service Order Form (internet based program to assist
                                                               residents in signing up to receive utilities)

Saguaro Environmental Services                                 Waste Removal Service Agreement

Simplex Grinnell                                               Life Safety Services Agreement (annual fire alarm
                                                               test and inspection and sprinkler inspections)

Stuart Allan & Associates, Inc.                                Retail Collection Contract
</TABLE>

<PAGE>

<TABLE>
<S>                                                            <C>
The University of Arizona - Housing Guide 04                   Advertising Agreement

Tuscon Police Department                                       Special Duty Program (SDP)
</TABLE>

<PAGE>

                                    EXHIBIT B

                       JEFFERSON COMMONS - COLUMBIA, L.P.
                  SERVICE AND MAINTENANCE AGREEMENTS/CONTRACTS
                                 AS OF JULY 2004

<TABLE>
<CAPTION>
             NAME                                                       TYPE OF CONTRACT
<S>                                                            <C>
Allied Resident/Employee Screening                             Employee Screening

Apartment Guide                                                Property Listing Service Agreement

CenturyTel (f/k/a Verizon)                                     Telephone Services Agreement

Dirt Be Gone                                                   Cleaning Contract (Clubhouse) = Verbal Agreement
                                                               Only/Scope of Work Included

Dkynamic Vending Corp.                                         Coin Operated Food & Beverage Machines Agreement

Homestore.com Apartments & Rentals                             Web Brochure Agreement

Ikon Office Solutions                                          Copier Maintenance

Kretch's Lawn Service                                          Landscape Maintenance Agreement = Verbal Agreement

Maneater, The (student newspaper)                              Advertising Contract

Media.com (formerly AT&T)                                      Cable Television Contract

Fusion Broadband, Inc. (f/k/a Noment Networks)                 Internet Services Agreement

Norvell Fire                                                   Monitoring of Fire and Security Alarms = Verbal
                                                               Agreement (invoice provided)

Pitney Bowes Credit Corp.                                      Mailing Scale Lease

Qcorps Residential, Inc.                                       Service Order Form

Southern Management Systems                                    Collection Agency

The Greek Telephone Directory, Inc.                            Full Page Advertiser Agreement
</TABLE>

<PAGE>

                                    EXHIBIT C

                                PERSONAL PROPERTY

                            [COVER PAGE FOR 6 PAGES]

<PAGE>

                                    EXHIBIT C

                                PERSONAL PROPERTY

             JEFFERSON COMMONS - TUCSON PHASE II LIMITED PARTNERSHIP

                                 AS OF JULY 2004

Entry to Model
2 chairs
1 table
1 lamp
1 art

Model-Living Room

2 art
1 rug
6 pillows
1 lamp
2 frames
1 plant
1 candle w/ glass beads
1 tray to hold candle
1 coffee table book
1 candy dish
1 sofa
1 chair
1 coffee table
1 end table
1 Sharp TV w/Cox Cable box
Wildcat Pillow
Reading Book
3 curtains rods
3 valance curtains

Model-Kitchen

6 plants
4 vegetable/fruit bottles
1 basket w/5 fruits
1 kitchen rug
1 coffee mug
1 dry erase board
1 clock
1 art
1 toaster
1 hand towel
1 spice rack
1 peppershaker
3 canisters w/ pasta/rice/beans
1 hanging coffee hot plate
1 folding frame

Model-Laundry Room

1 washing machine
1 dryer
1 art
3 round tin holders
1 plant

Model-Dining Room

1 rug
4 large yellow dishes
4 small blue dishes
3 sets of chopsticks
1 centerpiece
1 4-person dining table w/ 2 chairs
1 art
1 black iron mirror

Model-Hallway outside Bedroom

1 large three tier frame

ARTICLE 1

Model-Bedroom

1 desk w/ chair
1 dresser
1 bed w/ frame
4 picture frames
1 clock
2 lamps
1 bowl
1 calendar
1 fake coke glass
1 CD file

<PAGE>

1 pen/pencil holder
1 wire picture holder
1 plant
2 corkboards
1 set of shoe tacks
2 black/white pictures on cork board
1 set of bedding
         8 shams with pillows
         1 coverlet
         1 featherbed
         1 bed skirt
         1 iron screen
1 alarm clock/radio
1 Walkman
2 hand weights
2 fitness magazines
2 baskets-closet
2 hanging ribbon-closet
2 T-shirts
1 biking jersey

Model-Bathroom

1 Private sign
2 rugs
4 towels-black/print
1 shower curtain
3 small soaps
2 feathers/2 ribbons/2 forest sticks
2 frame
3 glass jars w/ silver lids
1 silver tray for jars
1 toothbrush holder w/ toothbrush
2 large cream towels

Leasing Area
1 leasing table
4 side chairs w/out arms
2 lounge chairs
1 side table
1 cocktail table
1 sofa
4 pillows
1 candy dish
1 candle w/ blue beads and holder
2 ceramic pots
1 metal stand
8 decorative balls w/ potpourri
1 flower arrangement
1 art
2 leasing books
3 desks
2 returns
3 office chairs
4 side chairs w/ arms
2 art
9 cornices
9 wood blinds
2 card holders
1 blue lava lamp
1 large tree
2 small plants
2 computers
2 desk lamps
1 no smoking sign
2 ID signs
3 Norstar Phones
3 Plexiglas holders w/ Color ads
1 ceiling fan
4 additional light sconces
1 site map on wooden (in LM office)
1 L3 Cooler
Framed
         Culture/Tradition
         2 HUD Posters
         2 Guarantor Criteria
         Apartment Guide Cover
         Chamber of Commerce Member
         JPI Values

Manager's Office

1 desk w/ return
2 side chairs w/ arms
2 art
1 wood shelf
1 cork board
1 candle w/ potpourri
1 frame
1 desk lamp
1 lateral file
1 desk pad
1 office chair
1 wood blind on glass door
1 computer
1 HP Office jet printer
1 time lapse VCR w/ hyperview/TV for cameras
1 Norstar Phone
1 trash can

<PAGE>

1 clock

Hallway
2 art
2 benches
1 tree

Resident Services' Office

1 desk w/return
1 desk light
1 desk pad
1 card holder
2 side chairs w/ arms
1 office chair
1 lateral file
3 art
2 cornices
2 wood blinds
1 candle w/ holder

Resident Services' Office

1 cash register ( in theater room)
1 computer
1 office chair
1 printer
1 door wooden blinds
1 Norstar Phone
1 corkboard
1 glass vase w/flowers
1 decorative candle
1 trash can

Accountant's Office

1 desk w/ return
1 desk lamp
1 card holder
1 desk pad
1 office chair
2 side chairs w/ arms
1 lateral file
2 art
1 cornice
1 wood blind on window
1 wood blinds on door
1 computer
1 HP Printer
1 Norstar Phone
1 candleholder
1 trash can
1 corkboard

Resource Room

1 HP Laserjet printer
1 Dell Computer
3 Filing cabinets

Miscellaneous

1 Norstar Phone
1 Fax machine ( in heather closet)
1 GE Refrigerator
1 Ikon copy/fax machine
1 Keytrak machine w/printer
1 A-frame signs
1 p-touch machine
1 calculator
5 plastic storage bins-small
3 plastic storage bin-medium
2 big trash cans
2 little trash cans
1 paper cutter
1 first aid kit
2 fake plants
2 500 key boxes
1 35 key box
2 JPI umbrellas
3 large storage bins
1 dust pan
2 vacuum cleaners
1 microwave oven
1 paper shredder
1 plastic
6 shelf unit
1 clock
1 make ready board

Game Room

6 light sconces
1 TV
1 trash can
3 art
5 iron stars w/ jewel accessories
1 bar
3 chrome/wood bar stools
3 bar tables
6 wood bar stools
1 table tennis
Misc. accessories for table tennis

<PAGE>

1 pool table
1 accessory for pool table

         5 queues
         1 set pool balls
         1 queue rack
         1 triangle
         1 brush

1 air hockey
         2 paddles
         2 pucks
2 trees

Computer Room

8 computer stations
8 desk chairs
7 computers
1 printer
1 Ikon copier/fax machine C720D
(Not operable in storage)
1 info cork board

2 Study Rooms

2 tables
8 chairs
2 arts
1 trash can
2 plants
2 cornice
2 wood blinds

Theatre Room

2 tables
2 plants
8 chairs w/ casters
4 lounge chairs
1 cocktail table
5 light sconces
1 RG Electric Theater Equipment
1 applique under screen
1 trash can

Hallway

1 art
3 sconces
1 wood blind
2 soda machines
2 water coolers

Tanning Room

1 tanning bed
1 chair
1 flower table
1 flower clothes hanger
1 trash can

Patio

2 benches
4 trash containers
13 planters
1 patio tables
3 patio chairs

Pool Area

24 Chaise Lounge Chairs
8 Faux Stone tops/bases
8 Round tables
24 Dining Chairs
6 bases/ 6 umbrella's
2 Gas Grills
1 pool hook
1 pool cleaner/strainer

Fitness Room

3 TV's
2 treadmills
2 bikes
2 Stairmasters
1 Leg Extension
1 Leg Curl
1 Seated Row
1 Lat Pull
1 Equipment Holder w/ 7 different pulls
1 shoulder press
1 lateral raise
1 chest press
1 vertical fly
1 clock
1 paper towel dispenser

Maintenance

1 Wood Router
1 compressor
4 ladders (2', 4', 6', 20')
2 wet/dry vacs
1 bench vice clamps
6 two-way Motorola Radios

<PAGE>

1 Hand Truck
1 Appliance Dolly
1 Kwikset Installation Kit
1 Keying Kit
1 channel locks
1 bench grinder
1 texture hopper
2 garden hoses
1 vacuum
1 airblower
1 hole digger
1 round shovel
6 new palm pilots received April 2004
2 Alltel pagers no longer in service
1 direct pager in service
1 John Deere Gator (gas)
1 Columbia Par Car Neighborhood Electric
Vehicle (VIN 5FCLN24A841000028)
1 Charger (one year warranty)
1 Mop bucket
1 electric snake
2 gas cans
1 digging bar
1 sander
1 Brad Nailer
1 power washer
1 pull wagon
1 welding machine
1 back pack blower
1 mighty saw
1 table saw
2 skill saws
1 1/2 inch electric drill
1 press drill
1 heat gun
6 safety belts
1 suction pump
1 HVAC meter
1 Solder gun
1 recycled HVAC pump
1 housekeeping cleaning cart
1 water cooler

Unit Inventory

336 Sofas
336 Lounge Chairs
336 End Tables
336 Cocktail Tables
336 Entertainment Centers
336 Dining Tables
1,272 Dining Chairs
1,020 Bedsets
1,020 Chests
1,020 Desks
1,020 Desk Chairs
1 Sofa
1 Lounge Chair
1 End Table
1 Cocktail Table
1 Entertainment Center
1 Dining Table
4 Dining Chairs
1 Bedset
1 Chest
1 Desk
1 Desk Chair

<PAGE>

                                    EXHIBIT C

                                PERSONAL PROPERTY
                       JEFFERSON COMMONS - COLUMBIA, L.P.

                                 AS OF JULY 2004

1-Homelite Gas Backpack blower
1-Lawn Boy Push mower with bagger
1-Poulan Gas Power weed eater
1-electric blower
1-gas powered paint striper
1-Electric 4-gallon compressor with brad
         nailer and hose
1-Tool big mouth carry bag
1- set Allen wrenches
1- set metric all wrenches
1- 6 into 1 screwdriver
1- phone punch down tool
1-phone butt set
1-cable test set
1-cat 5 data test set
2-safety belt
2-protective goggles
2-paint pans
1-8 in sheetrock tape knife
1-5 in Spackle knife
1-A/C recovery set
1-A/C line set
1-set metric nut drivers
2-golf carts
1- Utility dolly
1- 4 ft stepladder
1-6 ft stepladder
1-8 ft stepladder
1-sheetrock mud pan (stainless steel)
3-push brooms
2- scoop shovels
2-dehumidifiers
1-electrical outlet tester
1-long handle channel lock pliers
1-post hole digger
1-8 ft level
1-square point shovel
1- spray hopper (texture)
1-engraving gun
1-heat gun
1-Powershot Staple Gun
1-tank Sprayer
1-small hacksaw
1-small texture gun
2-tuck point knifes
1-mop bucket
2-sponge mops
1-cotton head mop
1-flat squeegee
1- stinger shop vac (3 gal)
1- large shop vac (10 gal)
1-voltage tester
1-hand sink cable (25')
1-stool cable (closet auger)
2- dust mops
1-light removal kit
2-gas cans
1-gas power washer
1-18" aluminum pipe wrench
1-2"PVC pipe cutter plier
2-Vacuum cleaners
1-Ryobi Drill
1- set jumper cables

Unit Inventory

260 Sofas
260 Lounge Chairs
260 End Tables
260 Cocktail Tables
260 Entertainment Centers
260 Dining Tables
872 Dining Chairs
676 Bedsets
676 Chests
676 Desks
676 Desk Chairs
1 Sofa
1 Lounge Chair
1 End Table
1 Cocktail Table
1 Entertainment Center
1 Dining Table
4 Dining Chairs
1 Bedset
1 Chest
1 Desk
1 Desk Chair

<PAGE>

                                    EXHIBIT D

                              INTENTIONALLY OMITTED

<PAGE>

                                    EXHIBIT E

                            PRO RATA CASH ALLOCATION

<PAGE>

                            PRO RATA CASH ALLOCATION

<TABLE>
<CAPTION>
DESIGNATED OWNER                           UNITS                CASH
---------------------------------        ----------          -----------
<S>                                      <C>                 <C>
JPI MULTIFAMILY INVESTMENTS L.P.,
A DELAWARE LIMITED PARTNERSHIP           $7,995,000

SELLERS                                                      $51,490,000
</TABLE>

<PAGE>

                                    EXHIBIT F

                                     REPORTS

1.    Environmental Report for JEFFERSON COMMONS - TUCSON PHASE II LIMITED
      PARTNERSHIP, prepared by National Assessment Corporation, Project No.
      04-17792.8, dated 03/01/2004

2.    Property Condition Report for JEFFERSON COMMONS - TUCSON PHASE II LIMITED
      PARTNERSHIP, prepared by National Assessment Corporation, Project No.
      04-17792.8, date issued 3/01/2004

3.    Environmental Report for JEFFERSON COMMONS - COLUMBIA, L.P., prepared by
      National Assessment Corporation, Project No. 04-17792.12, dated 03/01/2004

4.    Property Condition Report for JEFFERSON COMMONS - COLUMBIA, L.P., prepared
      by National Assessment Corporation, Project No. 04-17792.12, date issued
      3/01/2004

<PAGE>

                                    EXHIBIT G

                        LIST OF DELIVERED LOAN DOCUMENTS

JEFFERSON COMMONS - TUCSON PHASE II LIMITED PARTNERSHIP
EXISTING LOAN FROM JP MORGAN CHASE

$50,740,000 Promissory Note

Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture
 Filing

Loan Agreement

Guaranty of Recourse Obligations of Borrower

Environmental Indemnity Agreement

Conditional Assignment of Management Agreement

UCC-1 -- Real Property Records

UCC-1 -- Delaware

Borrower's Certification

Assignment of Leases and Rents

JEFFERSON COMMONS - COLUMBIA, L.P.
EXISTING LOAN FROM CITIGROUP GLOBAL MARKETS REALTY CORP.

$20,720,000 Note

Deed of Trust, Security Agreement, Financing Statement, Fixture Filing and
      Assignment of Rents and Leases

Loan Agreement

Guaranty of Recourse Obligations of Borrower

Guaranty (Cross Guaranty) (Lubbock)

Environmental Indemnity Agreement

Conditional Assignment of Management Agreement

UCC-1 -- Real Property Records

UCC-1 -- Delaware

Borrower's Certification

Deposit Account Control Agreement (Bank of America)

<PAGE>

                                    EXHIBIT H

                            LIST OF DELIVERED SURVEYS

1.    JEFFERSON COMMONS - TUCSON PHASE II LIMITED PARTNERSHIP, prepared by
      Robert L. Brown of Rick Engineering Company, dated 5/26/04.

2.    JEFFERSON COMMONS - COLUMBIA, L.P., prepared by Bill R. Crockett of
      Crockett Engineering Consultants, dated 3/15/04, last revised 6/14/04.

<PAGE>

                                    EXHIBIT I

                         OTHER CONTRACTS FOR DEVELOPMENT

                                      NONE

<PAGE>

                                    EXHIBIT J

                                DEED RESTRICTIONS

Prepared By and When
Recorded Return to:

Carl Klinke
Munsch Hardt Kopf & Harr, P.C.
4000 Fountain Place
1445 Ross Avenue
Dallas, Texas 75202

                   RESTRICTION AGAINST CONDOMINIUM CONVERSION

      This Restriction Against Condominium Conversion (this RESTRICTION) is made
as of _______________, 2004, by __________________ (JEFFERSON).

                                   BACKGROUND

      A. Jefferson is the current owner of the real property (together with the
improvements thereon) more particularly described on Exhibit A, attached hereto
and made a part hereof (such real property together with the improvements are
collectively referred to as the PROPERTY).

      B. On even date herewith, Jefferson will sell the Property to
__________________ (BUYER) and Jefferson desires to restrict the Property
against conversion into a condominium or a cooperative housing development.

      NOW THEREFORE, in consideration of the foregoing, Jefferson hereby
subjects the Property to the following restriction:

      No current or future owner or lessee of the Property may subject the
Property, or any part thereof, to a condominium regime or cooperative housing
development (or equivalent) for a period of 15 years after the date of this
Restriction without Jefferson's prior written consent (or, if Jefferson has
dissolved, then without the prior written consent of Jefferson's general
partner, or if such general partner has dissolved, then by JPI Investment
Company, Inc., a Texas corporation, or any of its constituent entities). Any
condominium regime or cooperative development created without Jefferson's prior
written consent is void. Jefferson may grant, withhold, or condition its consent
to any condominium regime or cooperative housing development in its sole and
absolute discretion. This restriction is a covenant running with the land and is
binding upon and enforceable by Jefferson and its successors and assigns against
all successor owners and lessees of the Property. All owners of the Property,
other than Jefferson, shall indemnify, defend with counsel reasonably
satisfactory to Jefferson, and hold Jefferson and all affiliates of Jefferson
and their respective agents and employees, harmless from and against all losses,
claims, damages, liabilities, and expenses (including, without limitation,
reasonable legal fees, court costs, and expenses) of every kind arising out of
or in connection, directly or indirectly, with any violation or attempted or
threatened violation of this

<PAGE>

Restriction. This Restriction shall terminate upon the earlier to occur of (a)
the written termination hereof by Jefferson or the constituent entities of
Jefferson; and (b) the date which is 15 years after the date hereof.

                  EXECUTED as of the date first written above.

                                              By:_______________________________
                                              Name:_____________________________
                                              Title:____________________________

_________________________________
Witness No. 1

_________________________________
Witness No. 2

<PAGE>

STATE OF _______________   Section

                           Section

COUNTY OF______________    Section

      This instrument was acknowledged before me on _____________________, 2004,
by ___________________, ___________ of ______________________________, a
__________, general partner of JEFFERSON AT _____________, L.P., a ____________
limited partnership, on behalf of the ________________________ and partnership.

                                   _____________________________________________
                                   Notary Public, State of _____________________

<PAGE>

                                    EXHIBIT K

                                   LITIGATION

                                      NONE

<PAGE>

                                    EXHIBIT L

                      NOTICES FROM GOVERNMENTAL AUTHORITIES

1.    Disclosure letter regarding notice from DOJ dated and delivered to Buyer
      simultaneously with date of Contract.

<PAGE>

                                    EXHIBIT M

                          BUYER'S PARTNERSHIP AGREEMENT

                            [COVER PAGE FOR 55 PAGES]

<PAGE>

                              AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                   EDUCATION REALTY OPERATING PARTNERSHIP, LP

                              DATED: ________, 2004

<PAGE>

                              AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                   EDUCATION REALTY OPERATING PARTNERSHIP, LP
                                    RECITALS:

      Education Realty Operating Partnership, LP (the "Partnership") was formed
as a limited partnership under the laws of the State of Delaware by the filing
of a Certificate of Limited Partnership with the Secretary of State of Delaware
on ________ ___, 2004. The General Partner, Education Realty OP Limited Partner
Trust, a Maryland business trust, and Education Realty Limited Partner, LLC, a
Delaware limited liability company, entered into the Agreement of Limited
Partnership of the Partnership as of ________ _____, 2004. The General Partner
now desires to amend and restate such agreement.

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

                                    ARTICLE I

                                  DEFINED TERMS

      Whenever used in this Agreement, the following terms shall have the
meanings respectively assigned to them in this Article I, unless otherwise
expressly provided herein or unless the context otherwise requires:

      "ACT" shall mean the Delaware Revised Uniform Limited Partnership Act, 6
Del C. Section 17-101, et. seq., as amended, supplemented or restated from time
to time, and any successor to such statute.

      "ADDITIONAL FUNDS" has the meaning set forth in Section 4.4 hereof.

      "ADDITIONAL LIMITED PARTNER" shall mean a Person admitted to this
Partnership as a Limited Partner pursuant to and in accordance with this
Agreement.

      "ADDITIONAL SECURITIES" has the meaning set forth in Section 4.3(b).

      "AFFILIATE" of another Person shall mean (a) any Person directly or
indirectly owning, controlling or holding with power to vote ten percent (10%)
or more of the outstanding voting securities of such other Person; (b) any
Person ten percent (10%) or more of whose outstanding voting securities are
directly or indirectly owned, controlled or held with power to vote by such
other Person; (c) any Person directly or indirectly controlling, controlled by,
or under common control with, such other Person; (d) any officer, director,
member or partner of such other Person; and (e) if such other Person is an
officer, director, member or partner in a company, the company for which such
Person acts in any such capacity.

      "AGREED VALUE" shall mean the fair market value of Contributed Property as
agreed to by the contributing partner and the Partnership, using such reasonable
method of valuation as they may adopt.

                                       1
<PAGE>

      "AGREEMENT" shall mean this Amended and Restated Agreement of Limited
Partnership of Education Realty Operating Partnership, LP, as amended from time
to time.

      "BANKRUPTCY CODE" shall mean the United States Bankruptcy Code, as
amended, 11 U.S.C. Sections 101 ET SEQ., and as hereafter amended from time to
time.

      "BUSINESS DAY" shall mean any day when the New York Stock Exchange is open
for trading.

      "CAPITAL ACCOUNT" shall mean, as to any Partner, the account established
and maintained for such Partner pursuant to Section 5.3 hereof.

      "CAPITAL CONTRIBUTION" shall mean the amount in cash or the Agreed Value
of Contributed Property contributed by each Partner (or his original predecessor
in interest) to the capital of the Partnership for his interest in the
Partnership.

      "CAPITAL TRANSACTION" means any of (i) a transaction where any debt or
liability to which a Property is subject is refinanced; (ii) a sale or exchange
of all or a part of a Property outside of the ordinary course of the business of
the Partnership, or (iii) the condemnation or casualty of all or any part of any
Property.

      "CASH AMOUNT" means an amount of cash per Common Partnership Unit equal to
the Value on the Valuation Date of the REIT Common Shares Amount.

      "CASH FLOW" shall mean the excess of cash revenues actually received by
the Partnership in respect of Partnership operations for any period, and the
amount of any reduction in reserves of the Partnership, over Operating Expenses
for such period. Cash Flow shall not include Disposition Proceeds.

      "CERTIFICATE OF INCORPORATION" means the Certificate of Incorporation of
the General Partner filed with the Secretary of State of the State of Delaware,
as amended or restated from time to time.

      "CODE" shall mean the Internal Revenue Code of 1986, as amended, and as
hereafter amended from time to time. Reference to any particular provision of
the Code shall mean that provision in the Code at the date hereof and any
succeeding provision of the Code.

      "COMMISSION" shall mean the U.S. Securities and Exchange Commission.

      "COMMON PARTNERSHIP INTEREST" shall mean an ownership interest in the
Partnership, other than a Preferred Partnership Interest, and includes any and
all benefits to which the holder of such an ownership interest may be entitled
as provided in this Agreement or the Act, together with all obligations of such
Person to comply with the terms and provisions of this Agreement and the Act.

                                       2
<PAGE>

      "COMMON PARTNERSHIP UNIT" shall mean a fractional, undivided share of the
Common Partnership Interests of all Partners issued hereunder. At all times
there shall be maintained an equivalency of Common Partnership Units and REIT
Common Shares, except as otherwise provided herein.

      "COMMON PERCENTAGE INTEREST" shall mean the percentage ownership interest
in the Common Partnership Units of each Partner, as determined by dividing the
Common Partnership Units owned by a Partner by the total number of Common
Partnership Units then outstanding.

      "COMPANY" means Education Realty Trust, Inc., a Maryland corporation.

      "CONTRIBUTED PROPERTY" shall mean a Partner's interest in property or
other consideration (excluding services and cash) contributed to the Partnership
by such Partner.

      "CONVERSION FACTOR" shall mean 1.0; PROVIDED, HOWEVER, that in the event
the Company (i) declares or pays a dividend on its outstanding REIT Common
Shares in REIT Common Shares or makes a distribution to all holders of its
outstanding REIT Common Shares in REIT Common Shares, (ii) subdivides its
outstanding REIT Common Shares, or (iii) combines its outstanding REIT Common
Shares into a smaller number of REIT Common Shares, the Conversion Factor shall
be adjusted by multiplying the Conversion Factor by a fraction, the numerator of
which shall be the number of REIT Common Shares issued and outstanding on the
record date for such dividend, distribution, subdivision or combination
(assuming for such purposes that such dividend, distribution, subdivision or
combination has occurred as of such time), and the denominator of which shall be
the actual number of REIT Common Shares (determined without the above
assumption) issued and outstanding on the record date for such dividend,
distribution, subdivision or combination. Any adjustment to the Conversion
Factor shall become effective immediately after the effective date of such event
retroactive to the record date, if any, for such event; PROVIDED, HOWEVER, that
if the General Partner receives a Notice of Redemption after the record date,
but prior to the effective date of such dividend, distribution, subdivision or
combination, the Conversion Factor shall be determined as if the General Partner
had received the Notice of Redemption immediately prior to the record date for
such dividend, distribution, subdivision or combination.

      "DISPOSITION PROCEEDS" shall mean proceeds received by the Partnership as
a result of a Capital Transaction decreased by the amount of such proceeds
applied to (i) pay all debts and liabilities of the Partnership that are
required to be repaid as a result of such Capital Transaction and any debts and
liabilities which the General Partner elects to cause the Partnership to pay
with such proceeds; (ii) the costs and expenses of the Capital Transaction; and
(iii) the establishment or increase of reasonable reserves.

      "EDUCATION REALTY LIMITED PARTNER, LLC" means Education Realty Limited
Partner, LLC, a Delaware limited liability company.

      "EVENT OF BANKRUPTCY" shall mean as to any Person the filing of a petition
for relief as to such Person as debtor or bankrupt under the Bankruptcy Code or
similar provision of law of any jurisdiction (except if such petition is
contested by such Person and has been dismissed within ninety (90) days of the
filing thereof); insolvency of such Person as finally determined by a court of
competent jurisdiction; filing by such Person of a petition or application to
accomplish the

                                       3
<PAGE>

same or for the appointment of a receiver or a trustee for such Person or a
substantial part of such Person's assets; commencement of any proceedings
relating to such Person as a debtor under any other reorganization, arrangement,
insolvency, adjustment of debt or liquidation law of any jurisdiction, whether
now in existence or hereinafter in effect, either by such Person or by another,
but if such proceeding is commenced by another, only if such Person indicates
his approval of such proceeding, or such proceeding is contested by such Person
and has not been finally dismissed within ninety (90) days.

      "GENERAL PARTNER" shall mean Education Realty OP GP, Inc., a Delaware
corporation, and any Person who becomes a substitute or additional General
Partner as provided herein, and any of their successors as General Partner.

      "GENERAL PARTNERSHIP INTEREST" shall mean the ownership interest of a
General Partner in the Partnership.

      "GOVERNMENT OBLIGATIONS" shall mean securities that are (i) direct
obligations of the United States of America, for the payment of which its full
faith and credit is pledged, or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, that are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust as custodian with respect to any
such obligation held by such custodian for the account of the holder of a
depository receipt, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the Government Obligation or the specific payment of interest on or principal of
the Government Obligation evidenced by such depository receipt.

      "INDEMNITEE" shall mean (i) any Person made a party to a proceeding by
reason of his or her status as (A) the General Partner or (B) a director,
officer, employee or agent of the Partnership or the General Partner, and (ii)
such other Persons (including Affiliates of the General Partner or the
Partnership) as the General Partner may designate from time to time (whether
before or after the event giving rise to potential liability), in its sole and
absolute discretion.

      "INITIAL CONTRIBUTED ASSETS" shall mean those properties identified as
Initial Contributed Assets on Exhibit A hereto.

      "IRS" shall mean the Internal Revenue Service.

      "LIMITED PARTNER" shall mean any Person named as a Limited Partner on
Exhibit A attached hereto and any Person who becomes a Substitute Limited
Partner pursuant to Section 9.6 hereof or an Additional Limited Partner, in such
Person's capacity as a Limited Partner in the Partnership.

      "LIMITED PARTNERSHIP INTEREST" shall mean the ownership interest of a
Limited Partner in the Partnership at any particular time, including the right
of such Limited Partner to any and all benefits to which such Limited Partner
may be entitled as provided in this Agreement and in the

                                       4
<PAGE>

Act, together with the obligations of such Limited Partner to comply with all
the provisions of this Agreement and of the Act.

      "NOTICE OF REDEMPTION" shall mean the Notice of Exercise of Redemption
Right substantially in the form attached as Exhibit C hereto.

      "OFFERING" shall mean the offer and sale by the Company of REIT Common
Shares for sale to the public pursuant to the Prospectus.

      "OPERATING EXPENSES" shall mean (i) all administrative and operating costs
and expenses incurred by the Partnership, (ii) those administrative costs and
expenses of the General Partner, including any salaries or other payments to
directors, officers or employees of the General Partner, and any accounting and
legal expense of the General Partner, which expenses, the Partners have agreed,
are expenses of the Partnership and not the General Partner, and (iii) to the
extent not included in clause (ii) above, REIT Expenses; PROVIDED, HOWEVER, that
Operating Expenses shall not include any administrative costs and expenses
incurred by the General Partner that are attributable to Properties or
partnership interests in a Subsidiary that are owned by the General Partner or
the Company directly.

      "PARTNER" shall mean the General Partner or any Limited Partner.

      "PARTNERSHIP" shall mean Education Realty Operating Partnership, LP, a
Delaware limited partnership.

      "PARTNERSHIP INTEREST" shall mean an ownership interest in the Partnership
and includes any and all benefits to which the holder of such an ownership
interest may be entitled as provided in this Agreement or the Act, together with
all obligations of such Person to comply with the terms and provisions of this
Agreement and the Act.

      "PARTNERSHIP RECORD DATE" shall mean the record date established by the
General Partner for the distribution of Cash Flow pursuant to Section 8.1
hereof, which record date shall be the same as the record date established by
the General Partner for a distribution to its shareholder of some or all of its
portion of such distribution.

      "PARTNERSHIP UNIT" means a Common Partnership Unit, a Preferred
Partnership Unit or an other fractional, undivided share of the Partnership
Interests that the General Partner has authorized pursuant to this Agreement.
The Partnership Units of the Partners shall be set forth on Exhibit A, as may be
amended from time to time.

      "PERSON" shall mean any individual, partnership, corporation, limited
liability company, trust or other entity.

      "PREFERRED PARTNERSHIP INTEREST" shall mean an ownership interest in the
Partnership, having a preference in payment of distributions or on liquidation,
and includes any and all benefits to which the holder of such an ownership
interest may be entitled as provided in this Agreement or the Act, together with
all obligations of such Person to comply with the terms and provisions of this
Agreement and the Act.

                                       5
<PAGE>

      "PREFERRED PARTNERSHIP UNIT" shall mean a fractional, undivided share of
the Preferred Partnership Interests of all Partners issued hereunder.

      "PREFERRED PERCENTAGE INTEREST" shall mean the percentage ownership
interest in the Preferred Partnership Units of each Partner, as determined by
dividing the Preferred Partnership Units owned by a Partner by the total number
of Preferred Partnership Units then outstanding.

      "PROPERTY" shall mean any property or other investment in which the
Partnership holds a direct or indirect ownership interest.

      "PROSPECTUS" shall mean the final prospectus, dated ______ ___, 2004,
delivered to purchasers of REIT Shares in the Offering.

      "REDEEMING PARTNER" shall have the meaning provided in Section 7.4(a)
hereof.

      "REDEMPTION RIGHT" shall have the meaning provided in Section 7.4(a)
hereof.

      "REIT" shall mean a real estate investment trust under Sections 856
through 860, inclusive, of the Code.

      "REIT COMMON SHARE" shall mean a share of the common shares of the
Company.

      "REIT COMMON SHARES AMOUNT" shall mean (a) with respect to any Limited
Partner other than Education Realty Limited Partner, LLC, a whole number of REIT
Common Shares equal to the product of the number of Common Partnership Units
offered for redemption by a Redeeming Partner, multiplied by the Conversion
Factor in effect on the Specified Redemption Date (rounded down to the nearest
whole number in the event such product is not a whole number), and (b) with
respect to Education Realty Limited Partner, LLC, a whole number of REIT Common
Shares equal to the product of (i) the number of Common Partnership Units
offered for redemption by Education Realty Limited Partner, LLC; multiplied by
(ii) the quotient of Education Realty Limited Partner, LLC's Capital Account
balance immediately prior to such redemption (such Capital Account being
adjusted as of the Specified Redemption Date through an interim closing of the
Partnership's books to reflect all income and loss allocable to Education Realty
Limited Partner, LLC through the Specified Redemption Date) divided by the
product of the number of Common Partnership Units held by Education Realty
Limited Partner, LLC immediately prior to such redemption multiplied by the
Value of one REIT Common Share as of the Valuation Date; multiplied by (iii) the
Conversion Factor in effect on the Specified Redemption Date (rounded down to
the nearest whole number in the event such product is not a whole number).
Notwithstanding the foregoing, in the event the Company at any time issues to
all holders of REIT Common Shares rights, options, warrants or convertible or
exchangeable securities entitling the shareholders to subscribe for or purchase
REIT Common Shares, or any other securities or property (collectively, the
"Rights"), which Rights have not expired pursuant to their terms, then the REIT
Common Shares Amount thereafter shall also include such Rights that a holder of
that number of REIT Common Shares would be entitled to receive.

                                       6
<PAGE>

      "REIT EXPENSES" means (i) costs and expenses relating to the formation and
continuity of existence of the Company and any Subsidiaries thereof (which
Subsidiaries shall, for purposes hereof, be included within the definition of
Company), including taxes, fees and assessments associated therewith, any and
all costs, expenses or fees payable to any director, officer, or employee of the
Company, (ii) costs and expenses relating to the public offering and
registration of securities or private offering of securities by the Company and
all statements, reports, fees and expenses incidental thereto, including
underwriting discounts and selling commissions applicable to any such offering
of securities, (iii) costs and expenses associated with the preparation and
filing of any periodic reports by the Company under federal, state or local laws
or regulations, including filings with the Commission, (iv) costs and expenses
associated with compliance by the Company with laws, rules and regulations
promulgated by any regulatory body, including the Commission, and (v) all other
operating or administrative costs of the Company, including, without limitation,
insurance premiums, and legal, accounting and directors' fees, incurred in the
ordinary course of its business on behalf of or in connection with the
Partnership.

      "REIT PREFERRED SHARE" shall mean a share of the preferred shares of the
Company.

      "REIT SHARE" shall mean a REIT Common Share or a REIT Preferred Share.

      "SPECIFIED REDEMPTION DATE" shall mean, with respect to a given Partner,
the tenth (10th) Business Day after receipt by the General Partner of a Notice
of Redemption, provided that no Specified Redemption Date may occur with respect
to any Unit before one year after such Unit is issued by the Partnership.

      "SUBSIDIARY" shall mean, with respect to any Person, any corporation or
other entity of which a majority of (i) the voting power of the voting equity
securities, or (ii) the outstanding equity interests, are owned, directly or
indirectly, by such Person.

      "SUBSTITUTE GENERAL PARTNER" has the meaning set forth in Section 9.2.

      "SUBSTITUTE LIMITED PARTNER" shall mean any Person admitted to the
Partnership as a Limited Partner pursuant to Section 9.6 hereof.

      "SURVIVING PARTNER" has the meaning set forth in Section 9.1(c) hereof.

      "TRANSACTION" has the meaning set forth in Section 9.1(b) hereof.

      "TRANSFER" has the meaning set forth in Section 9.5(a) hereof.

      "TREASURY REGULATIONS" shall mean the federal income tax regulations,
including temporary regulations, promulgated under the Code, as such regulations
may be amended from time to time (including corresponding provisions of
succeeding regulations).

      "VALUATION DATE" shall mean the date of receipt by the General Partner of
a Notice of Redemption or, if such date is not a Business Day, the first
Business Day thereafter.

                                       7
<PAGE>

      "VALUE" shall mean, with respect to a REIT Common Share, the average of
the daily market price for the ten (10) consecutive trading days immediately
preceding the Valuation Date. The market price for each such trading day shall
be: (i) if the REIT Common Shares are listed or admitted to trading on any
securities exchange or the NASDAQ National Market System, the closing price,
regular way, on such day, or if no such sale takes place on such day, the
average of the closing bid and asked prices on such day; (ii) if the REIT Common
Shares are not listed or admitted to trading on any securities exchange or the
NASDAQ National Market System, the last reported sale price on such day or, if
no sale takes place on such day, the average of the closing bid and asked prices
on such day, as reported by a reliable quotation source designated by the
General Partner; or (iii) if the REIT Common Shares are not listed or admitted
to trading on any securities exchange or the NASDAQ National Market System and
no such last reported sale price or closing bid and asked prices are available,
the average of the reported high bid and low asked prices on such day, as
reported by a reliable quotation source designated by the General Partner, or if
there shall be no bid and asked prices on such day, the average of the high bid
and low asked prices, as so reported, on the most recent day (not more than ten
(10) days prior to the date in question) for which prices have been so reported;
PROVIDED, HOWEVER, that if there are no bid and asked prices reported during the
ten (10) days prior to the date in question, the Value of the REIT Common Shares
shall be determined by the General Partner acting in good faith on the basis of
such quotations and other information as it considers, in its reasonable
judgment, appropriate. In the event the REIT Common Shares Amount includes
rights that a holder of REIT Common Shares would be entitled to receive, and the
General Partner acting in good faith determines that the value of such rights is
not reflected in the Value of the REIT Common Shares determined as aforesaid,
then the Value of such rights shall be determined by the General Partner acting
in good faith on the basis of such quotations and other information as it
considers, in its reasonable judgment, appropriate.

                                   ARTICLE II
            PARTNERSHIP CONTINUATION; ADMISSION OF LIMITED PARTNERS;
                  NAME; PLACE OF BUSINESS AND REGISTERED AGENT

      SECTION 2.1 CONTINUATION. The Partners hereby agree to continue the
Partnership pursuant to the provisions of the Act and upon the terms and
conditions set forth in this Agreement. Except as expressly provided herein, the
rights and obligations of the Partners and the administration and termination of
the Partnership shall be governed by the Act. The Partnership Interest of each
Partner shall be personal property for all purposes.

      SECTION 2.2 CERTIFICATE OF LIMITED PARTNERSHIP; OTHER FILINGS. The General
Partner shall prepare (or caused to be prepared), execute, acknowledge, record
and file at the expense of the Partnership, a Certificate of Limited Partnership
and all requisite fictitious name statements and notices in such places and
jurisdictions as may be required by the Act or necessary to cause the
Partnership to be treated as a limited partnership under, and otherwise to
comply with, the laws of each state or other jurisdiction in which the
Partnership conducts business.

      SECTION 2.3 ADDITIONAL LIMITED PARTNERS. The General Partner shall in
timely fashion amend this Agreement and, if required by the Act, the Certificate
of Limited Partnership filed for record to reflect the admission pursuant to the
terms of this Agreement of a Person as a Limited Partner.

                                       8
<PAGE>

      SECTION 2.4 NAME, OFFICE AND REGISTERED AGENT. The name of the Partnership
shall be Education Realty Operating Partnership, LP The principal place of
business of the Partnership shall be at 530 Oak Court Drive, Memphis, Tennessee
38117. The General Partner may at any time change the location of such office,
provided the General Partner gives notice to the Partners of any such change.
The name and address of the Partnership's statutory agent for service of process
on the Partnership in Tennessee is _________________. The name and address of
the Partnership's statutory agent for service of process on the Partnership in
Delaware is ____________.

                                   ARTICLE III
                        BUSINESS AND TERM OF PARTNERSHIP

      SECTION 3.1 BUSINESS. The purpose and nature of the business of the
Partnership is to conduct any business that may lawfully be conducted by a
limited partnership organized pursuant to the Act; PROVIDED, HOWEVER, that such
business shall be limited to and conducted in such a manner as to permit the
Company at all times to be qualified as a REIT under the Code, unless the board
of directors of the Company determines to cease to qualify as a REIT. To
consummate the foregoing and to carry out the obligations of the Partnership in
connection therewith or incidental thereto, the General Partner shall have the
authority, in accordance with and subject to the limitations set forth elsewhere
in this Agreement, to make, enter into, perform and carry out any arrangements,
contracts or agreements of every kind for any lawful purpose, without limit as
to amount or otherwise, with any corporation, association, partnership, limited
liability company, firm, trustee, syndicate, individual or any political or
governmental division, subdivision or agency, domestic or foreign, and generally
to make and perform agreements and contracts of every kind and description and
to do any and all things necessary or incidental to the foregoing for the
protection and enhancement of the assets of the Partnership.

      SECTION 3.2 TERM. The Partnership as herein constituted shall continue in
perpetuity and shall have perpetual existence, unless earlier dissolved or
terminated pursuant to law or the provisions of this Agreement.

                                   ARTICLE IV
                              CAPITAL CONTRIBUTIONS

      SECTION 4.1 GENERAL PARTNER. The General Partner has contributed the
property identified on Exhibit A attached hereto to the capital of the
Partnership.

      SECTION 4.2 LIMITED PARTNERS. The Limited Partners have contributed cash
or their respective ownership interests in the Contributed Property to the
Partnership as identified on Exhibit A attached hereto. The Agreed Values of the
Limited Partners' proportionate ownership interest in the Contributed Properties
as of the date of contribution are set forth on Exhibit A attached hereto.

      SECTION 4.3 ADDITIONAL CAPITAL CONTRIBUTIONS AND ISSUANCES OF ADDITIONAL
PARTNERSHIP INTERESTS. The Partners shall have no preemptive or other right or
obligation to make any additional Capital Contributions or loans to the
Partnership. Any of the General Partner, Education Realty OP Limited Partner or
Education Realty Limited Partner, LLC may contribute additional capital or
property to the Partnership, from time to time, and receive additional
Partnership Interests in respect thereof, in the manner contemplated in this
Section 4.3.

                                       9
<PAGE>

      (a) ISSUANCES OF ADDITIONAL PARTNERSHIP INTERESTS.

            (i) GENERAL. The General Partner is hereby authorized to cause the
      Partnership to issue such additional Partnership Interests in the form of
      Common Partnership Units and Preferred Partnership Units for any
      Partnership purpose at any time or from time to time, to the Partners or
      to other Persons for such consideration and on such terms and conditions
      as shall be established by the General Partner in its sole and absolute
      discretion, all without the approval of any of the Limited Partners. Any
      additional Partnership Interest issued thereby may be issued in one or
      more classes, or one or more series of any of such classes, with such
      designations, preferences and relative, participating, optional or other
      special rights, powers and duties, including rights, powers and duties
      senior to Limited Partnership Interests, all as shall be determined by the
      General Partner in its sole and absolute discretion and without the
      approval of any Limited Partner, subject to Delaware law, and all as shall
      be set forth in an Exhibit to this Agreement, which Exhibit shall be
      incorporated into and become part of this Agreement upon adoption by the
      General Partner, including, without limitation, (i) the allocations of
      items of Partnership income, gain, loss, deduction and credit to each such
      class or series of Partnership Interests; (ii) the right of each such
      class or series of Partnership Interests to share in Partnership
      distributions; (iii) the rights of each class or series of Partnership
      Interests upon dissolution and liquidation of the Partnership and (iv) the
      right to vote; PROVIDED, HOWEVER, that no additional Partnership Interests
      shall be issued to the Company, the General Partner, Education Realty OP
      Limited Partner Trust or Education Realty Limited Partner, LLC unless:

            (ii) In the case of the Company, the General Partner or Education
      Realty OP Limited Partner Trust, either (A)(1) the additional Partnership
      Interests are issued in connection with an issuance of REIT Shares or
      other interests in the Company, all such that the economic interests of
      such REIT Shares are substantially similar to the designations,
      preferences and other rights of the additional Partnership Interests
      issued to the Company or any of its Affiliates (including, without
      limitation, the General Partner and Education Realty OP Limited Partner
      Trust) in accordance with this Section 4.3, (2) the Company shall make,
      directly or through one of its Affiliates (including, without limitation,
      the General Partner and Education Realty OP Limited Partner Trust), a
      Capital Contribution to the Partnership in an amount equal to the proceeds
      raised or other property received by the Company, directly or through one
      or more Affiliates, in connection with the issuance of such shares or
      other interests in the Company and (3) the additional Partnership
      Interests are issued in exchange for property owned by the Company or its
      Affiliates (including, without limitation, the General Partner and
      Education Realty OP Limited Partner Trust) with a fair market value, as
      determined by the General Partner, in good faith, equal to the value of
      the Partnership Interests, or (B) the additional Partnership Interests are
      issued to all Partners in proportion to their respective Common Percentage
      Interests or Preferred Percentage Interests, as applicable.

            (iii) In the case of Education Realty Limited Partner, LLC, (A) such
      additional Partnership Interests are issued as Common Partnership Units
      and represent only a profits interest in the Partnership upon issuance
      (i.e., such Common Partnership Units entitle Education Realty Limited
      Partner, LLC to no right to receive any share of the value of the
      Partnership's assets as of the date of the issuance of such Common
      Partnership Units and entitle Education Realty Limited Partner, LLC only
      the right to receive any profits or appreciation that are earned by the
      Partnership or which inure to

                                       10
<PAGE>

      the Partnership's assets after the date of the issuance of such Common
      Partnership Units) and (B) the aggregate number of Common Partnership
      Units held by Education Realty Limited Partner, LLC immediately after the
      issuance of such Common Partnership Units will not exceed [___%] of the
      aggregate issued and outstanding Common Partnership Units immediately
      after such issuance.

Without limiting the foregoing, the General Partner is expressly authorized to
cause the Partnership to issue Common Partnership Units or Preferred Partnership
Units for less than fair market value, so long as the General Partner concludes
in good faith that such issuance is in the best interests of the Company and the
Partnership.

            (b) UPON ISSUANCE OF ADDITIONAL SECURITIES. After the Offering, the
      Company shall not issue any additional REIT Shares (other than REIT Shares
      issued in connection with a redemption pursuant to Section 7.4 hereof) or
      rights, options, warrants or convertible or exchangeable securities
      containing the right to subscribe for or purchase REIT Shares
      (collectively, "Additional Securities") other than to all holders of REIT
      Shares, unless (A) the General Partner shall cause the Partnership to
      issue to the Company or its Affiliates, Partnership Interests or rights,
      options, warrants or convertible or exchangeable securities of the
      Partnership having designations, preferences and other rights, all such
      that the economic interests are substantially similar to those of the
      Additional Securities, and (B) the Company contributes, directly or
      through one or more Affiliates, the proceeds or other property received
      from the issuance of such Additional Securities and from any exercise of
      rights contained in such Additional Securities to the Partnership.

Without limiting the foregoing, the Company may issue Additional Securities for
less than fair market value, and as a result the General Partner is expressly
authorized to cause the Partnership to issue to the Company or its Affiliates
corresponding Partnership Interests, so long as (x) the Company concludes in
good faith that such issuance is in the best interests of the Company and the
Partnership, and (y) the Company, directly or through one or more Affiliates,
contributes all proceeds or other property received from such issuance to the
Partnership. For example, in the event the Company issues REIT Common Shares for
a cash purchase price and contributes, directly or through one or more
Affiliates, all of the proceeds of such issuance to the Partnership as required
hereunder, the Company or its Affiliates shall be issued a number of additional
Common Partnership Units equal to the product of (A) the number of such REIT
Common Shares issued by the Company, the proceeds of which were so contributed,
multiplied by (B) a fraction, the numerator of which is 100%, and the
denominator of which is the Conversion Factor in effect on the date of such
contribution.

            (c) CERTAIN DEEMED CONTRIBUTIONS OF PROCEEDS OF ISSUANCE OF REIT
      SHARES. In connection with any and all issuances of REIT Shares, the
      Company, directly or through one or more Affiliates, shall contribute all
      of the proceeds raised in connection with such issuance to the Partnership
      as Capital Contributions, PROVIDED THAT if the proceeds actually received
      and contributed by the Company or its Affiliates are less than the gross
      proceeds of such issuance as a result of any underwriter's discount or
      other expenses paid or incurred in connection with such issuance, then the
      Company, directly or through one or more Affiliates, shall be deemed to
      have made Capital Contributions to the Partnership in the aggregate amount
      of the gross proceeds of such issuance and the Partnership shall be deemed
      simultaneously to

                                       11
<PAGE>

      have paid such offering expenses in connection with the required issuance
      of additional Partnership Units to the Company or its Affiliates for such
      Capital Contributions pursuant to Section 4.3(a) hereof.

      SECTION 4.4 ADDITIONAL FUNDING. If the General Partner determines that it
is in the best interests of the Partnership to provide for additional
Partnership funds ("Additional Funds") for any Partnership purpose, the General
Partner may (i) cause the Partnership to obtain such funds from outside
borrowings, or (ii) elect to have the General Partner provide such Additional
Funds to the Partnership through loans or otherwise.

      SECTION 4.5 INTEREST. No interest shall be paid on the Capital
Contribution of any Partner.

      SECTION 4.6 RETURN OF CAPITAL. Except as expressly provided in this
Agreement, no Partner shall be entitled to demand or receive the return of his
Capital Contribution.

      SECTION 4.7 PERCENTAGE INTEREST. If the number of outstanding Common
Partnership Units increases or decreases during a taxable year, the General
Partner shall adjust each holder of Common Partnership Units' Percentage
Interest, as reflected on Exhibit A, to a percentage equal to the number of
Common Partnership Units held by such Partner divided by the aggregate number of
outstanding Common Partnership Units.

                                    ARTICLE V
                         PROFITS, LOSSES AND ACCOUNTING

      SECTION 5.1 ALLOCATION OF PROFITS AND LOSSES. Except as otherwise provided
herein or in Exhibit B, profits earned and losses incurred by the Partnership
shall be allocated among the Partners as follows:

      (a) Profits for each year shall be allocated among the Partners, and shall
be credited to the respective Capital Accounts of the Partners, in the following
order and priority:

            (i) First, to the Partners to the extent of losses, in the
      proportions and in the reverse order in which losses were allocated to
      them pursuant to Section 5.1(b), until the cumulative amounts allocated to
      each Partner pursuant to this Section 5.1(a)(i) are equal to the
      cumulative losses so allocated to such Partner; and

            (ii) Second, any remaining profits shall be allocated to the holders
      of Common Partnership Units in accordance with their Common Percentage
      Interests.

      (b) Losses for each year shall be allocated among the Partners, and shall
be debited to the respective Capital Accounts of the Partners, in the following
order and priority:

            (i) First, to the holders of Common Partnership Units pro rata in
      accordance with, and to the extent of, the positive balances in their
      Adjusted Capital Account Balances (as defined in Exhibit B hereto)
      attributable to Common Partnership Units; and

            (ii) Thereafter any remaining losses will be allocated to the
      holders of Common Partnership Units in accordance with their Common
      Percentage Interests.

                                       12
<PAGE>

      (c) In the event that the Partnership issues additional Partnership Units
pursuant to the provisions of this Agreement, the General Partner is hereby
authorized to make revisions to this Section 5.1 as it determines are necessary
or desirable to reflect the terms of the issuance of such additional Partnership
Units, including, without limitation, making preferential allocations to certain
classes of Partnership Units.

      SECTION 5.2 ACCOUNTING.

      (a) The books of the Partnership shall be kept on the accrual basis and in
accordance with generally accepted accounting principles consistently applied.

      (b) The fiscal year of the Partnership shall be the calendar year.

      (c) The terms "profits" and "losses," as used herein, shall mean all items
of income, gain, expense or loss as determined utilizing federal income tax
accounting principles and shall also include each Partner's share of income
described in Section 705(a)(1)(B) of the Code, any expenditures described in
Section 705(a)(2)(B) of the Code, any expenditures described in Section 709(a)
of the Code which are not deducted or amortized in accordance with Section
709(b) of the Code, losses not deductible pursuant to Sections 267(a) and 707(b)
of the Code and adjustments made pursuant to Exhibit B attached hereto.

      (d) The General Partner shall be the Tax Matters Partner of the
Partnership within the meaning of Section 6231(a)(7) of the Code. As Tax Matters
Partner, the General Partner shall have the right and obligation to take all
actions authorized and required, respectively, by the Code for the Tax Matters
Partner. The General Partner shall have the right to retain professional
assistance in respect of any audit of the Partnership by the IRS, and all
out-of-pocket expenses and fees incurred by the General Partner on behalf of the
Partnership as Tax Matters Partner shall constitute Operating Expenses of the
Partnership. In the event the General Partner receives notice of a final
Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner
shall either (i) file a court petition for judicial review of such final
adjustment within the period provided under Section 6226(a) of the Code, a copy
of which petition shall be mailed to each Limited Partner on the date such
petition is filed, or (ii) mail a written notice to each Limited Partner, within
such period, that describes the General Partner's reasons for determining not to
file such a petition.

      (e) Except as specifically provided herein, all elections required or
permitted to be made by the Partnership under the Code shall be made by the
General Partner in its sole discretion.

      (f) Any Partner shall have the right to inspect the books and records of
the Partnership, provided such audit is made at the expense of the Partner
desiring it, such inspection is made during normal business hours and such audit
is for a purpose reasonably related to such Partner's legitimate interest as a
Partner.

      SECTION 5.3 PARTNERS' CAPITAL ACCOUNTS.

      (a) There shall be maintained a Capital Account for each Partner in
accordance with this Section 5.3 and the principles set forth in Exhibit B
attached hereto and made a part hereof. The amount of cash and the Agreed Value
of property contributed to the Partnership by each Partner, net of liabilities
assumed by the Partnership or securing property contributed by such

                                       13
<PAGE>

Partner, shall be credited to its Capital Account, and from time to time, but
not less often than annually, the share of each Partner in profits, losses and
fair market value of distributions shall be credited or charged to its Capital
Account. The determination of Partners' Capital Accounts, and any adjustments
thereto, shall be made consistent with tax accounting and other principles set
forth in Section 704(b) of the Code and applicable regulations thereunder and
Exhibit B attached hereto.

      (b) Except as otherwise specifically provided herein or in a guarantee of
a Partnership liability, signed by a Limited Partner, no Limited Partner shall
be required to make any further contribution to the capital of the Partnership
to restore a loss, to discharge any liability of the Partnership or for any
other purpose, nor shall any Limited Partner personally be liable for any
liabilities of the Partnership or of the General Partner except as provided by
law or this Agreement. All Limited Partners hereby waive their right of
contribution which they may have against other Partners in respect of any
payments made by them under any guarantee of Partnership debt.

      (c) Immediately following the transfer of any Partnership Interest, the
Capital Account of the transferee Partner shall be equal to the Capital Account
of the transferor Partner attributable to the transferred interest, and such
Capital Account shall not be adjusted to reflect any basis adjustment under
Section 743 of the Code.

      (d) For purposes of computing the amount of any item of income, gain,
deduction or loss to be reflected in the Partners' Capital Accounts, the
determination, recognition and classification of any such item shall be the same
as its determination, recognition and classification for federal income tax
purposes, taking into account any adjustments required pursuant to Section
704(b) of the Code and the applicable regulations thereunder as more fully
described in Exhibit B attached hereto.

      SECTION 5.4 SECTION 754 ELECTIONS. The General Partner may elect, pursuant
to Section 754 of the Code, to adjust the basis of the Partnership's assets for
all transfers of Partnership Interests if such election would benefit any
Partner or the Partnership.

                                   ARTICLE VI
              POWERS, DUTIES, LIABILITIES, COMPENSATION AND VOTING
                               OF GENERAL PARTNER

      SECTION 6.1 POWERS OF GENERAL PARTNER. Notwithstanding any provision of
this Agreement to the contrary, the General Partner's discretion and authority
are subject to the limitations imposed by law, and by the Certificate of
Incorporation and bylaws. Subject to the foregoing and to other limitations
imposed by this Agreement, the General Partner shall have full, complete and
exclusive discretion to manage and control the business and affairs of the
Partnership and make all decisions affecting the business and assets of the
Partnership. Without limiting the generality of the foregoing (but subject to
the restrictions specifically contained in this Agreement), the General Partner
shall have the power and authority to take the following actions on behalf of
the Partnership:

      (a) to acquire, purchase, own, manage, operate, lease and dispose of any
real property and any other property or assets that the General Partner
determines are necessary or

                                       14
<PAGE>

appropriate or in the best interests of conducting the business of the
Partnership in each case not inconsistent with the Company's qualification as a
REIT;

      (b) to construct buildings and make other improvements (including
renovations) on or to the properties owned or leased directly or indirectly by
the Partnership;

      (c) to borrow money for the Partnership, issue evidences of indebtedness
in connection therewith, refinance, guarantee, increase the amount of, modify,
amend or change the terms of, or extend the time for the payment of, any
indebtedness or obligation of or to the Partnership, and secure such
indebtedness by mortgage, deed of trust, pledge or other lien on the
Partnership's assets;

      (d) to pay, either directly or by reimbursement, for all Operating
Expenses to third parties or to the General Partner (as set forth in this
Agreement);

      (e) to lease all or any portion of any of the Partnership's assets,
whether or not the terms of such leases extend beyond the termination date of
the Partnership and whether or not any portion of the Partnership's assets so
leased are to be occupied by the lessee, or, in turn, subleased in whole or in
part to others, for such consideration and on such terms as the General Partner
may determine;

      (f) to prosecute, defend, arbitrate, or compromise any and all claims or
liabilities in favor of or against the Partnership, on such terms and in such
manner as the General Partner may reasonably determine, and similarly to
prosecute, settle or defend litigation with respect to the Partners, the
Partnership, or the Partnership's assets;

      (g) to file applications, communicate, and otherwise deal with any and all
governmental agencies having jurisdiction over, or in any way affecting, the
Partnership's assets or any other aspect of the Partnership business;

      (h) to make or revoke any election permitted or required of the
Partnership by any taxing authority;

      (i) to maintain such insurance coverage for public liability, fire and
casualty, and any and all other insurance for the protection of the Partnership,
for the conservation of Partnership assets, or for any other purpose convenient
or beneficial to the Partnership, in such amounts and such types as the General
Partner shall determine from time to time;

      (j) to determine whether or not to apply any insurance proceeds for any
Property to the restoration of such Property or to distribute the same;

      (k) to retain providers of services of any kind or nature in connection
with the Partnership business and to pay therefor such reasonable remuneration
as the General Partner may deem proper;

      (l) to negotiate and conclude agreements on behalf of the Partnership with
respect to any of the rights, powers and authority conferred upon the General
Partner, including, without limitation, management agreements, development
agreements and agreements with public and private colleges and universities;

                                       15
<PAGE>

      (m) to maintain accurate accounting records and to file promptly all
federal, state and local income tax returns on behalf of the Partnership;

      (n) to form or acquire an interest in, and contribute property to, any
further limited or general partnerships, joint ventures or other relationships
that it deems desirable (including, without limitation, the acquisition of
interests in, and the contributions of property to, its Subsidiaries and any
other Person in which it has an equity interest from time to time);

      (o) to distribute Partnership cash or other Partnership assets in
accordance with this Agreement;

      (p) to establish Partnership reserves for working capital, capital
expenditures, contingent liabilities or any other valid Partnership purpose;

      (q) to authorize, issue, sell, redeem or otherwise purchase any
Partnership Interests or any securities (including secured and unsecured debt
obligations of the Partnership, debt obligations of the Partnership convertible
into any class or series of Partnership Interests, or options, rights, warrants
or appreciation rights relating to any Partnership Interests) of the
Partnership;

      (r) subject to the provisions of Section 9.1, to merge, consolidate or
combine the Partnership with or into another Person (to the extent permitted by
applicable law);

      (s) to do any and all acts and things necessary or prudent to ensure that
the Partnership will not be classified as a "publicly traded partnership" for
purposes of Section 7704 of the Code;

      (t) to issue additional Partnership Interests pursuant to Section 4.3
hereof;

      (u) to pay cash to redeem Partnership Units held by a Limited Partner in
connection with a Limited Partner's exercise of its Redemption Right under
Section 7.4 hereof;

      (v) to amend and restate Exhibit A hereto to reflect accurately at all
times the Capital Contributions, Common Percentage Interests and Preferred
Percentage Interests of the Partners as the same are adjusted from time to time
to the extent necessary to reflect redemptions, Capital Contributions, the
issuance of Partnership Units, the admission of any Additional Limited Partner
or any Substitute Limited Partner or otherwise, which amendment and restatement,
notwithstanding anything in this Agreement to the contrary, shall not be deemed
an amendment to this Agreement, as long as the matter or event being reflected
in Exhibit A hereto otherwise is authorized by this Agreement;

      (w) to take whatever action the General Partner deems appropriate to
maintain the economic equivalency of Common Partnership Units and REIT Common
Shares and Preferred Partnership Units and REIT Preferred Shares, respectively;
and

      (x) to take such other action, execute, acknowledge, swear to or deliver
such other documents and instruments, and perform any and all other acts the
General Partner deems necessary or appropriate for the formation, continuation
and conduct of the business and affairs of the Partnership (including, without
limitation, all actions consistent with qualification of the Company as a REIT)
and to possess and enjoy all of the rights and powers of a general partner as
provided by the Act.

                                       16
<PAGE>

      Each of the Limited Partners agrees that the General Partner is authorized
to execute, deliver and perform the above-mentioned agreements and transactions
on behalf of the Partnership without any further act, approval or vote of the
Partners, notwithstanding any other provision of this Agreement (except as
provided in this Section 6.1(r), Section 9.1 or Article XI), the Act or any
applicable law, rule or regulation to the fullest extent permitted under the Act
or other applicable law, rule or regulation. The execution, delivery or
performance by the General Partner or the Partnership of any agreement
authorized or permitted under this Agreement shall not constitute a breach by
the General Partner of any duty that the General Partner may owe the Partnership
or the Limited Partners or any other persons under this Agreement or of any duty
stated or implied by law or equity.

      Except as otherwise provided herein, to the extent the duties of the
General Partner require expenditures of funds to be paid to third parties, the
General Partner shall not have any obligations hereunder except to the extent
that Partnership funds are reasonably available to it for the performance of
such duties, and nothing herein contained shall be deemed to authorize or
require the General Partner, in its capacity as such, to expend its individual
funds for payment to third parties or to undertake any individual liability or
obligation on behalf of the Partnership.

      SECTION 6.2 DELEGATION OF AUTHORITY. The General Partner may delegate any
or all of its powers, rights and obligations hereunder, and may appoint, employ,
contract or otherwise deal with any Person for the transaction of the business
of the Partnership, which Person may, under supervision of the General Partner,
perform any acts or services for the Partnership as the General Partner may
approve.

      SECTION 6.3 DUTIES OF GENERAL PARTNER.

      (a) The General Partner, subject to the limitations contained elsewhere in
this Agreement, shall manage or cause to be managed the affairs of the
Partnership in a prudent and businesslike manner and shall devote sufficient
time and effort to the Partnership affairs.

      (b) In carrying out its obligations, the General Partner shall:

            (i) Render annual reports to all Partners with respect to the
      operations of the Partnership;

            (ii) On or before March 31st of every year, mail to all persons who
      were Partners at any time during the Partnership's prior fiscal year an
      annual report of the Partnership, including all necessary tax information,
      and any other information regarding the Partnership and its operations
      during the prior fiscal year deemed by the General Partner to be material;

            (iii) Maintain complete and accurate records of all business
      conducted by the Partnership and complete and accurate books of account
      (containing such information as shall be necessary to record allocations
      and distributions), and make such records and books of account available
      for inspection and audit by any Partner or such Partner's duly authorized
      representative (at the sole expense of such Partner) during regular
      business hours and at the principal office of the Partnership; and

                                       17
<PAGE>

            (iv) Cause to be filed such certificates and do such other acts as
      may be required by law to qualify and maintain the Partnership as a
      limited partnership under the laws of the State of Delaware.

      (c) The General Partner shall take such actions as it deems necessary to
maintain the economic equivalency of Common Partnership Units and REIT Common
Shares and Preferred Partnership Units and REIT Preferred Shares, respectively,
required by this Agreement.

      SECTION 6.4 LIABILITIES OF GENERAL PARTNER; INDEMNIFICATION.

      (a) The General Partner shall not be liable for the return of all or any
part of the Capital Contributions of the Limited Partners. Any returns shall be
made solely from the assets of the Partnership according to the terms of this
Agreement.

      (b) Notwithstanding anything to the contrary set forth in this Agreement,
none of the General Partner or the Company nor any of their officers, directors,
agents or employees shall be liable or accountable in damages or otherwise to
the Partnership, any Partners or any assignees, or any of their successors or
assigns, for any losses sustained, liabilities incurred or benefits not derived
as a result of errors in judgment or mistakes of fact or law or any act or
omission if the General Partner acted in good faith. The General Partner shall
not be responsible for any misconduct or negligence on the part on any agent
appointed by it in good faith pursuant to Section 6.2 hereof. The Limited
Partners expressly acknowledge that the General Partner is acting on behalf of
the Partnership, the General Partner, the General Partner's shareholders and the
Company's shareholders collectively, and that the General Partner is under no
obligation to consider the separate interests of the Limited Partners
(including, without limitation, the tax consequences to Limited Partners or
their assignees) in deciding whether to cause the Partnership to take (or
decline to take) any actions. In the event of a conflict between the interests
of the shareholders of the General Partner or shareholders of the Company on one
hand and the Limited Partners on the other, the General Partner shall endeavor
in good faith to resolve the conflict in a manner not adverse to either the
shareholders of the Company or the Limited Partners; PROVIDED, HOWEVER, that for
so long as the Company owns a controlling interest, directly or indirectly, in
the Partnership, any such conflict that cannot be resolved in a manner not
adverse to either the shareholders of the Company or the Limited Partners shall
be resolved in favor of the shareholders of the Company. The General Partner
shall not be liable for monetary damages for losses sustained, liabilities
incurred, or benefits not derived by Limited Partners in connection with such
decisions, provided that the General Partner has acted in good faith.

      (c) The Partnership shall indemnify an Indemnitee to the fullest extent
permitted by law and save and hold it harmless from and against, and in respect
of, any and all losses, claims, damages, liabilities (joint or several),
expenses (including legal fees and expenses), judgments, fines, settlements, and
other amounts arising from any and all claims, demands, actions, suits or
proceedings, civil, criminal, administrative or investigative, that relate to
the operations of the Partnership as set forth in this Agreement in which any
Indemnitee may be involved, or is threatened to be involved, as a party or
otherwise; PROVIDED, HOWEVER, that this indemnification shall not apply if: (A)
the act or omission of the Indemnitee was material to the matter giving rise to
the proceeding and either was committed in bad faith or was the result of active
and deliberate dishonesty; (B) the Indemnitee actually received an improper
personal benefit in money, property or services; or (C) in the case of any
criminal proceeding, the Indemnitee had reasonable cause to believe that the act
or omission was unlawful. The

                                       18
<PAGE>

termination of any proceeding by judgment, order or settlement does not create a
presumption that the Indemnitee did not meet the requisite standard of conduct
set forth in this Section 6.4(c). The termination of any proceeding by
conviction or upon a plea of nolo contendere or its equivalent, or an entry of
an order of probation prior to judgment, creates a rebuttable presumption that
the Indemnitee acted in a manner contrary to that specified in this Section
6.4(c). Any indemnification pursuant to this Section 6.4 shall be made only out
of the assets of the Partnership, and any insurance proceeds from the liability
policy covering the General Partner and any Indemnitee.

      (d) The Partnership may reimburse an Indemnitee for reasonable expenses
incurred by an Indemnitee who is a party to a proceeding in advance of the final
disposition of the proceeding upon receipt by the Partnership of (i) a written
affirmation by the Indemnitee of the Indemnitee's good faith belief that the
standard of conduct necessary for indemnification by the Partnership as
authorized in this Section 6.4 has been met, and (ii) a written undertaking by
or on behalf of the Indemnitee to repay the amount if it shall ultimately be
determined that the standard of conduct has not been met.

      (e) The indemnification provided by this Section 6.4 shall be in addition
to any other rights to which an Indemnitee or any other Person may be entitled
under any agreement, pursuant to any vote of the Partners, as a matter of law or
otherwise, and shall continue as to an Indemnitee who has ceased to serve in
such capacity.

      (f) The Partnership may purchase and maintain insurance on behalf of the
Indemnitees, and such other Persons as the General Partner shall determine,
against any liability that may be asserted against or expenses that may be
incurred by such Person in connection with the Partnership's activities,
regardless of whether the Partnership would have the power to indemnify such
Person against such liability under the provisions of this Agreement.

      (g) For purposes of this Section 6.4, the Partnership shall be deemed to
have requested an Indemnitee to serve as fiduciary of an employee benefit plan
whenever the performance by the Indemnitee of its duties to the Partnership also
imposes duties on, or otherwise involves services by, the Indemnitee to the plan
or participants or beneficiaries of the plan; excise taxes assessed on an
Indemnitee with respect to an employee benefit plan pursuant to applicable law
shall constitute fines within the meaning of this Section 6.4; and actions taken
or omitted by the Indemnitee with respect to an employee benefit plan in the
performance of its duties for a purpose reasonably believed by the Indemnitee to
be in the interest of the participants and beneficiaries of the plan shall be
deemed to be for a purpose which is not opposed to the best interests of the
Partnership.

      (h) In no event may an Indemnitee subject the Limited Partners to personal
liability by reason of the indemnification provisions set forth in this
Agreement.

      (i) An Indemnitee shall not be denied indemnification in whole or in part
under this Section 6.4 because the Indemnitee had an interest in the transaction
with respect to which the indemnification applies if the transaction was
otherwise permitted by the terms of this Agreement.

      (j) Any amendment, modification or repeal of this Section 6.4 or any
provision hereof shall be prospective only and shall not in any way affect the
limitations on the General Partner's liability to the Partnership and the
Limited Partners under this Section 6.4 as in effect

                                       19
<PAGE>

immediately prior to such amendment, modification or repeal with respect to
matters occurring, in whole or in part, prior to such amendment, modification or
repeal, regardless of when claims relating to such matters may arise or be
asserted. The provisions of this Section 6.4 are for the benefit of the
Indemnitees, their heirs, successors, assigns and administrators and shall not
be deemed to create any rights for the benefit of any other Persons.

      (k) Notwithstanding any other provisions of this Agreement or the Act, any
action of the General Partner on behalf of the Partnership or any decision of
the General Partner to refrain from acting on behalf of the Partnership,
undertaken in the good faith belief that such action or omission is necessary or
advisable in order (i) to protect the ability of the Company to continue to
qualify as a REIT, or (ii) to prevent the Company from incurring any taxes under
Section 857 or Section 4981 of the Code, is expressly authorized under this
Agreement and is deemed approved by all of the Limited Partners. Further, any
provision of this Agreement that might jeopardize the Company's REIT status
shall be (i) void and of no effect, or (ii) reformed, as necessary, to avoid the
Company's loss of REIT status.

      SECTION 6.5 COMPENSATION OF GENERAL PARTNER; REIMBURSEMENT. The General
Partner, as such, shall not receive any compensation for services rendered to
the Partnership. Notwithstanding the preceding sentence, the General Partner
shall be entitled, in accordance with the provisions of Section 6.7 below, to
pay reasonable compensation to its Affiliates and other entities in which it may
be associated for services performed. The General Partner shall be reimbursed on
a monthly basis, or such other basis as the General Partner may determine in its
sole and absolute discretion, for all REIT Expenses.

      SECTION 6.6 RELIANCE ON ACT OF GENERAL PARTNER. No financial institution
or any other person, firm or corporation dealing with the General Partner or the
Partnership shall be required to ascertain whether the General Partner is acting
in accordance with this Agreement, but such financial institution or such other
person, firm or corporation shall be protected in relying solely upon the
assurance of and the execution of any instrument or instruments by the General
Partner.

      SECTION 6.7 OUTSIDE SERVICES; DEALINGS WITH AFFILIATES; OUTSIDE
ACTIVITIES.

      (a) Notwithstanding any provision of this Article VI to the contrary, the
General Partner may employ such agents, accountants, attorneys and others as it
shall deem advisable, including its directors, officers, shareholders, and its
Affiliates and entities with which the General Partner, any Limited Partner or
their respective Affiliates may be associated, and may pay them reasonable
compensation from Partnership funds for services performed, which compensation
shall be reasonably believed by the General Partner to be comparable to and
competitive with fees charged by unrelated Persons who render comparable
services which could reasonably be made available to the Partnership. The
General Partner shall not be liable for the neglect, omission or wrongdoing of
any such Person so long as it appointed such Person in good faith.

      (b) The Partnership may lend or contribute to its Subsidiaries or other
Persons in which it has an equity investment Partnership funds on terms and
conditions established in the sole and absolute discretion of the General
Partner. The foregoing authority shall not create any right or benefit in favor
of any Subsidiary or any other Person.

                                       20
<PAGE>

      (c) The Partnership may transfer assets to joint ventures, other
partnerships, corporations or other business entities in which it is or thereby
becomes a participant upon such terms and subject to such conditions as are
consistent with this Agreement and applicable law.

      (d) Except as expressly permitted by this Agreement, neither the General
Partner nor any of its Affiliates nor any Limited Partner shall sell, transfer
or convey any property to, or purchase any property from, the Partnership,
directly or indirectly, except pursuant to transactions that are on terms that
are fair and reasonable to the Partnership.

      (e) Subject to the Certificate of Incorporation and any agreements entered
into by the General Partner or its Affiliates with the Partnership or a
Subsidiary, any officer, director, employee, agent, trustee, Affiliate or
shareholder of the General Partner shall be entitled to and may have business
interests and engage in business activities in addition to those relating to the
Partnership, including business interests and activities substantially similar
or identical to those of the Partnership. Neither the Partnership nor any of the
Limited Partners shall have any rights by virtue of this Agreement in any
business ventures of such person.

      (f) In the event the Company exercises its rights under its Articles of
Incorporation to redeem REIT Common Shares, then the General Partner shall cause
the Partnership to purchase from the Company a number of Common Partnership
Units determined based on the application of the Conversion Factor on the same
terms as those on which the Company redeemed such REIT Common Shares.

      SECTION 6.8 ADDITIONAL LOANS TO THE PARTNERSHIP. If additional funds are
required by the Partnership for any purpose relating to the business of the
Partnership or for any of its obligations, expenses, costs, or expenditures,
including operating deficits, the Partnership may borrow such funds as are
needed from time to time from any Person (including, without limitation, the
General Partner or any Affiliate of the General Partner; PROVIDED, HOWEVER, that
the terms of any loan from the General Partner or any Affiliate of the General
Partner shall be substantially equivalent to the terms that could be obtained
from a third party on an arm's-length basis) on such terms as the General
Partner and such other Person may agree.

      SECTION 6.9 CONTRIBUTION OF ASSETS. The Company, directly or through one
or more of its Affiliates, shall contribute to the capital of the Partnership
from time to time each asset it owns from time to time during the existence of
the Partnership, but it is not required to so contribute:

      (a) its interests in the General Partner, Education Realty OP Limited
Partner Trust or Education Realty Limited Partner, LLC;

      (b) its direct or indirect interest in any entity in a chain of entities
of which the Company is the sole beneficial owner, so long as all of the assets
or other ownership interests in the entity in that chain furthest removed from
the General Partner are contributed directly or indirectly to the Partnership;
or

      (c) any equity interest in any entity of which the Company is the sole
beneficial owner that is created or used solely by the General Partner in
connection with any borrowing transaction in whole or in part for the benefit of
the Partnership.

                                       21
<PAGE>

                                   ARTICLE VII
                    RIGHTS, PROHIBITIONS AND REPRESENTATIONS
                        WITH RESPECT TO LIMITED PARTNERS

      SECTION 7.1 RIGHTS OF LIMITED PARTNERS.

      (a) The Partnership may engage the Limited Partners or persons or firms
associated with them for specific purposes and may otherwise deal with such
Partners on terms and for compensation to be agreed upon by any such Partner and
the Partnership; PROVIDED, HOWEVER, that no Limited Partner shall be entitled to
participate in the management or control of the business of the Partnership.

      (b) The Partnership's books shall be kept at the principal place of
business of the Partnership and at all times, during reasonable business hours
and at such Partner's sole expense, shall be entitled to inspect and copy any of
them and have on demand true and full information of all things affecting the
Partnership and a formal accounting of Partnership affairs whenever
circumstances render it just and reasonable; PROVIDED, HOWEVER, for such period
of time as the General Partner determines in its sole and absolute discretion to
be reasonable, the General Partner may keep confidential from the Limited
Partners any information that (i) the General Partner believes to be in the
nature of trade secrets or other information the disclosure of which the General
Partner in good faith believes is not in the best interests of the Partnership
or (ii) the Partnership or the General Partner is required by law or by
agreements with unaffiliated third parties to keep confidential.

      (c) No Limited Partner shall be liable for any debts, liabilities,
contracts or obligations of the Partnership. A Limited Partner shall be liable
to the Partnership only to make payments of its Capital Contribution, if any, as
and when due hereunder. After its Capital Contribution is fully paid, no Limited
Partner shall, except as otherwise required by the Act, be required to make any
further Capital Contributions or other payments or lend any funds to the
Partnership.

      SECTION 7.2 PROHIBITIONS WITH RESPECT TO THE LIMITED PARTNERS No Limited
Partner shall have the right:

      (a) To take part in the control or management of the Partnership business,
to transact business for or on behalf of the Partnership or to sign for or to
bind the Partnership, such powers being vested solely in the General Partner as
set forth herein;

      (b) To have such Partner's Capital Contributions repaid except to the
extent provided in this Agreement;

      (c) To require partition of Partnership property or to compel any sale or
appraisement of Partnership assets or sale of a deceased Partner's interests
therein, notwithstanding any provisions of law to the contrary; or

      (d) To sell or assign all or any portion of such Partner's Limited
Partnership Interest in the Partnership or to constitute the vendee or assignee
thereunder a Substitute Limited Partner, except as provided in Article IX
hereof.

                                       22
<PAGE>

      SECTION 7.3 OWNERSHIP BY LIMITED PARTNER OF CORPORATE GENERAL PARTNER OR
AFFILIATE. No Limited Partner shall at any time, either directly or indirectly,
own any shares or other interest in the General Partner or in any Affiliate
thereof if such ownership by itself or in conjunction with other shares or other
interests owned by other Limited Partners would, in the opinion of counsel for
the Partnership, jeopardize the classification of the Partnership as a
partnership or the Company as a REIT for federal income tax purposes. The
General Partner shall be entitled to make such reasonable inquiry of the Limited
Partners as is required to establish compliance by the Limited Partners with the
provisions of this Section 7.3 and the Limited Partners shall promptly and fully
respond to such inquiries.

      SECTION 7.4 REDEMPTION RIGHT.

      (a) Subject to Section 7.4(b) and Section 7.4(c), and the provisions of
any agreements between the Partnership and one or more Limited Partners, each
Limited Partner shall have the right (the "Redemption Right") to require the
Partnership to redeem on a Specified Redemption Date all or a portion of the
Common Partnership Units held by such Limited Partner at a redemption price
equal to and in the form of the Cash Amount to be paid by the Partnership. The
Partnership shall have up to one (1) year (the "Payout Period") following
exercise of a Redemption Right to pay the Cash Amount to the Limited Partner who
is exercising the redemption right (the "Redeeming Partner"). From and after the
Specified Redemption Date, the Cash Amount (or portion thereof) due and payable
to a Redeeming Partner with respect to such Redeeming Partner's exercise of its
Redemption Right shall bear interest at the rate equal to the lower of (i) the
Company's annual dividend rate on REIT Common Shares for the prior twelve (12)
month period, or (ii) eight percent (8%) per annum, until the Cash Amount (or
portion thereof) shall be paid in full by the Partnership. The Redemption Right
shall be exercised pursuant to a Notice of Redemption delivered to the
Partnership (with a copy to the General Partner) by the Redeeming Partner. A
Limited Partner may not exercise the Redemption Right for less than one thousand
(1,000) Common Partnership Units or, if such Limited Partner holds less than one
thousand (1,000) Common Partnership Units, less than all of the Common
Partnership Units held by such Partner. Moreover, a Limited Partner may not
exercise the Redemption Right more than once per calendar quarter, PROVIDED,
HOWEVER, that the General Partner may amend this Section 7.4(a) to limit the
number of exercises of the Redemption Right by the Limited Partners to not less
than once per calendar year. Neither the Redeeming Partner nor any permitted or
purported assignee of any Limited Partner shall have any right with respect to
any Common Partnership Units so redeemed to receive any distributions paid after
the Specified Redemption Date. Neither the Redeeming Partner nor any permitted
or purported assignee of any Limited Partner shall have any right, with respect
to any Common Partnership Units so redeemed, to receive any distributions paid
after the Specified Redemption Date. Each Redeeming Partner agrees to provide
such representations and related indemnities regarding good and unencumbered
title, and to execute such documents, as the General Partner may reasonably
require in connection with any redemption.

      (b) Notwithstanding the provisions of Section 7.4(a), in the event a
Limited Partner elects to exercise the Redemption Right, the General Partner at
the direction of the Company, directly or indirectly through one or more
Affiliates, may, in its sole and absolute discretion, elect to assume directly
and satisfy a Redemption Right by paying to the Redeeming Partner either (i) the
Cash Amount, as provided for in Section 7.4(a), or (ii) the REIT Common Shares
Amount, as elected by the General Partner, as directed by the Company (in its
sole and absolute

                                       23
<PAGE>

discretion), on the Specified Redemption Date, provided that the Company may
defer payment of the Cash Amount until the end of the Payout Period described in
Section 7.4(a) (in which case the Cash Amount shall bear interest as described
in Section 7.4(a)), and provided, further, that the Company may, if it has
elected so to defer payment of the Cash Amount, further elect at any time before
the end of the Payout Period to pay all or any portion of the unpaid Cash Amount
with REIT Common Shares having a Value equal to such portion of the Cash Amount
plus any accrued but unpaid interest thereon. On any such election, the Company,
directly or indirectly through one or more Affiliates, shall acquire the Common
Partnership Units offered for redemption by the Redeeming Partner and shall be
treated for all purposes of this Agreement as the owner of such Common
Partnership Units. Unless the General Partner, as directed by the Company (in
its sole and absolute discretion), shall exercise its right to assume directly
and satisfy the Redemption Right, neither the General Partner nor the Company
itself shall have any obligation to the Redeeming Partner or to the Partnership
with respect to the Redeeming Partner's exercise of the Redemption Right. In the
event the General Partner, as directed by the Company shall exercise its right
to satisfy the Redemption Right in the manner described in the first sentence of
this Section 7.4(b), the Partnership shall have no obligation to pay any amount
to the Redeeming Partner with respect to such Redeeming Partner's exercise of
the Redemption Right, and each of the Redeeming Partner, the Partnership, and
the Company shall treat the transaction between the Company and the Redeeming
Partner for federal income tax purposes as a sale of the Redeeming Partner's
Common Partnership Units to the Company or its Affiliates. Each Redeeming
Partner agrees to provide such representations and related indemnities regarding
good and unencumbered title, and to execute such documents, as the Company may
reasonably require in connection with the issuance of REIT Common Shares upon
exercise of the Redemption Right. If the Redemption Right is satisfied by the
delivery of REIT Common Shares, the Redeeming Partner shall be deemed to become
a holder of REIT Common Shares as of the close of business on the Specified
Redemption Date or on such later date permitted by this Section 7.4(b) that the
Company delivers REIT Common Shares in satisfaction of a deferred payment of the
Cash Amount, as the case may be.

Notwithstanding anything to the contrary in Section 7.4(a) or this Section
7.4(b), and in addition to the right of the Company to deliver REIT Common
Shares in satisfaction of a deferred payment of the Cash Amount, as provided
above, should the General Partner, as directed by the Company elect to satisfy a
Redemption Right by paying the Redeeming Partner the REIT Common Shares Amount,
and it is necessary to obtain Company shareholder approval in order for it to
issue sufficient REIT Common Shares to satisfy such Redemption Right in full,
then the Company shall have one hundred twenty (120) days beyond the Specified
Redemption Date in which to obtain such shareholder approval and to pay the REIT
Common Shares Amount, and the redemption date shall be required to occur by the
earliest of: (i) ten (10) days after shareholder approval of the issuance of the
REIT Common Shares has been obtained, if it is obtained; (ii) the date on which
the General Partner, as directed by the Company elects to pay such Redeeming
Partner the Cash Amount; or (iii) one hundred and thirty (130) days after the
Specified Redemption Date. If such shareholder approval is not obtained, the
Partnership shall pay to the Redeeming Partner the Cash Amount no later than the
end of what the Payout Period would have been had the General Partner, as
directed by the Company not elected to pay the REIT Common Share Amount upon the
redemption, together with interest on such Cash Amount as specified in Section
7.4(a) hereof.

      (c) Notwithstanding the provisions of Section 7.4(a) and Section 7.4(b), a
Limited Partner shall not be entitled to receive REIT Common Shares if the
delivery of REIT Common Shares to such Partner on the Specified Redemption Date
(or such later date permitted by Section 7.4(b), as applicable) by the Company
pursuant to Section 7.4(b) would be prohibited

                                       24
<PAGE>

under the Articles of Incorporation of the Company, as amended or restated from
time to time. Without limiting the effect of the preceding sentence, no Person
shall be permitted to receive REIT Common Shares if as a result of, and after
giving effect to, such exercise any Person would Beneficially Own (as defined in
the Articles of Incorporation of the Company, as amended or restated from time
to time) more than 9.8% of the total number of issued and outstanding REIT
Common Shares, unless waived by the board of directors of the Company in its
sole discretion. To the extent any attempted redemption for REIT Common Shares
would be a violation of this Section 7.4(c), it shall be null and void ab
initio. The Cash Amount shall be paid in such instances, in accordance with the
terms set forth in Section 7.4(a) or 7.4(b).

      (d) Each Limited Partner covenants and agrees with the General Partner
that all Common Partnership Units delivered for redemption shall be delivered to
the Partnership, the Company or its Affiliates, as the case may be, free and
clear of all liens and, notwithstanding anything herein contained to the
contrary, neither the General Partner, the Company (nor any of its Affiliates)
nor the Partnership shall be under any obligation to acquire Common Partnership
Units which are or may be subject to any liens. Each Limited Partner further
agrees that, in the event any state or local property transfer tax is payable as
a result of the transfer of its Common Partnership Units to the General Partner,
Partnership or the Company, such Limited Partner shall assume and pay such
transfer tax.

      (e) REIT Common Shares issued pursuant to Section 7.4(b) may contain such
legends regarding restrictions on transfer as the Company in good faith
determines to be necessary or advisable in order to (1) comply with restrictions
on transfer under the Securities Act and applicable state securities laws and
(2) protect the ability of the Company to continue to qualify as a REIT.

      SECTION 7.5 WARRANTIES AND REPRESENTATIONS OF THE LIMITED PARTNERS. Each
Limited Partner contributing Initial Contributed Assets hereby warrants and
represents to and for the benefit of the General Partner and the Partnership
that, as of the date hereof, such Limited Partner owns good, valid and
marketable title to the interests in the Initial Contributed Assets being
contributed to the capital of the Partnership by such Limited Partner (the
"Ownership Interests") and that except as provided on Exhibit A, such Ownership
Interests are free and clear of all mortgages, pledges, liens, security
interests, encumbrances and restrictions of any nature whatsoever. Each Limited
Partner further warrants and represents to and for the benefit of the General
Partner and the Partnership that such Limited Partner has all necessary power
and authority to transfer the Ownership Interests to the Partnership without the
consent or authorization of, or notice to, any third party, except those third
parties from whom such consents or authorizations were obtained.

      SECTION 7.6 INDEMNIFICATION BY LIMITED PARTNERS. Each Limited Partner
contributing Initial Contributed Assets hereby agrees to indemnify the General
Partner and the Partnership and hold the General Partner, its officers and
directors and the Partnership and its partners and each of their respective
representatives, successors and assigns harmless from and against any and all
claims, demands, losses, liabilities, damages and expenses (including reasonable
attorneys' fees) arising out of or in connection with (i) the inaccuracy of the
warranties and representations made by such Limited Partner under Section 7.5
above, or (ii) the ownership of the Ownership Interests by such Limited Partner
and any activities, obligations or liabilities of, or related to, the Initial
Contributed Assets to which such Ownership Interest relates for all periods
prior to the date of this Agreement.

                                       25
<PAGE>

      SECTION 7.7 NOTICE OF SALE OR REFINANCING. The General Partner shall
notify the Limited Partners no less than thirty (30) days prior to any sale,
refinancing, reduction (other than scheduled periodic amortization of principal)
of debt or other event that will reduce the amount of any nonrecourse
liabilities of the Partnership that a Limited Partner may include in the tax
basis of his or its Partnership Interests.

      SECTION 7.8 BASIS ANALYSIS AND LIMITED PARTNER GUARANTEES.

      (a) Upon the request of any Limited Partner but subject to the General
Partner's agreement, which may be withheld in the General Partner's sole
discretion, the General Partner may, prior to the end of each calendar year,
beginning in 2005, cause accountants to prepare and provide to the Limited
Partners a study analyzing each refinancing, reduction (other than scheduled
periodic amortization of principal) of debt or other event that occurred during
that year that reduced the amount of any nonrecourse liabilities of the
Partnership that a Limited Partner may include in the tax basis of its
Partnership Interests.

      (b) Upon the request of the General Partner, or upon a Limited Partner's
own election but subject to the General Partner's agreement, which may be
withheld in the General Partner's sole discretion, a Limited Partner (the
"Initiating Limited Partner") from time to time, may, but shall not be required
to, guarantee or otherwise provide credit support for Partnership indebtedness
as such Limited Partner may elect; PROVIDED, HOWEVER, that the Limited Partner
shall be entitled to take such action only if the General Partner determines
that any such action would not have a material adverse effect on the tax
position of the General Partner. All Partners are entitled to notice of any such
guarantee or credit support, and shall have the right to provide guarantees or
credit support on the same terms and conditions as the Initiating Limited
Partner does, and all Limited Partners interested in providing such guarantee or
credit support shall cooperate with the General Partner and each other in
considering any guarantee or credit support proposal, and the General Partner
will cooperate in permitting or obtaining any consents for such guarantees or
credit support.

                                  ARTICLE VIII
                     DISTRIBUTIONS AND PAYMENTS TO PARTNERS

      SECTION 8.1 DISTRIBUTIONS OF CASH FLOW.

      (a) The General Partner shall cause the Partnership to distribute on a
quarterly basis such portion of the Cash Flow of the Partnership as the General
Partner shall determine in its sole discretion. Such distributions shall be made
to the Partners who are Partners on the Partnership Record Date established by
the General Partner in accordance with their respective Common Percentage
Interests.

      (b) In no event may a Partner receive a distribution of Cash Flow with
respect to a Partnership Unit if such Partner is entitled to receive a dividend
out of the Company's share of such Cash Flow with respect to a REIT Share for
which all or part of such Partnership Unit has been exchanged.

      SECTION 8.2 REIT DISTRIBUTION REQUIREMENTS. Unless the General Partner
determines that such a distribution would not be in the best interests of the
Partnership, the General Partner shall cause the Partnership to distribute
sufficient amounts to enable the

                                       26
<PAGE>

Company (i) to meet its distribution requirement for qualification as a REIT as
set forth in Section 857(a)(1) of the Code, and (ii) to avoid the excise tax
imposed by Section 4981 of the Code.

      SECTION 8.3 NO RIGHT TO DISTRIBUTIONS IN KIND. No Partner shall be
entitled to demand property other than cash in connection with any distribution
by the Partnership.

      SECTION 8.4 DISTRIBUTIONS OF DISPOSITION PROCEEDS. Disposition Proceeds
shall be distributed to the Partners who have positive Capital Account balances
in accordance with such Partners' respective positive Capital Account balances.
The Capital Account balances of all of the Partners shall be adjusted
immediately after any Capital Transaction and prior to any distribution pursuant
to this Section 8.4 to reflect the allocation of all profits and losses of the
Partnership through the date of the event of the transaction that produces such
Disposition Proceeds.

      SECTION 8.5 WITHDRAWALS. No Partner shall be entitled to make withdrawals
from its Capital Account, or withdraw as a Limited Partner, except as expressly
provided herein.

      SECTION 8.6 AMENDMENT. In the event the Partnership issues additional
Partnership Units pursuant to the provisions of this Agreement, the General
Partner is hereby authorized to make such revisions to this Article VIII as it
determines are necessary or desirable to reflect the issuance of such additional
Partnership units, including without limitation, making preferential
distributions to certain classes of Partnership Units.

                                   ARTICLE IX
                             TRANSFERS OF INTERESTS

      SECTION 9.1 GENERAL PARTNER.

      (a) Other than to an Affiliate of the General Partner, the General Partner
may not transfer any of its General Partnership Interest or Limited Partnership
Interests or withdraw as General Partner except as provided in Section 9.1(b) or
in connection with a transaction described in Section 9.1(c).

      (b) Except as otherwise provided in Section 6.7 or Section 9.1(c), the
General Partner, the Company or their Subsidiaries shall not engage in any
merger, consolidation or other combination with or into another Person or in any
sale of all or substantially all of its assets, or any reclassification, or
recapitalization or change of outstanding REIT Common Shares (other than a
change in par value, or from par value to no par value, or as a result of a
subdivision or combination as described in the definition of "Conversion
Factor") (each of the foregoing being herein referred to as a "Transaction"),
unless the Transaction also includes a merger of the Partnership or sale of
substantially all of the assets of the Partnership or other transaction as a
result of which all Limited Partners will receive for each Common Partnership
Unit an amount of cash, securities or other property equal to the product of the
Conversion Factor and the greatest amount of cash, securities or other property
paid to a holder of one REIT Common Share in consideration of one REIT Common
Share as a result of the Transaction; PROVIDED, HOWEVER, that if, in connection
with the Transaction, a purchase,

                                       27
<PAGE>

tender or exchange offer shall have been made to and accepted by the holders of
more than fifty percent (50%) of the outstanding REIT Common Shares, the holders
of Common Partnership Units shall receive the greatest amount of cash,
securities or other property which a Limited Partner would have received had it
exercised the Redemption Right and the General Partner at the direction of the
Company had exercised its election to satisfy the Redemption Right by the
issuance of REIT Common Shares immediately prior to the expiration of such
purchase, tender or exchange offer, PROVIDED FURTHER, HOWEVER, that Education
Realty Limited Partner, LLC will only be entitled to receive an amount of cash,
securities or other property equal to the product of the number of REIT Common
Shares that would constitute the REIT Common Shares Amount if Education Realty
Limited Partner, LLC had offered all of its Common Partnership Units for
redemption and the Specified Redemption Date were the date of the closing of the
Transaction multiplied by the greatest amount of cash, securities or other
property paid in consideration for one REIT Common Share in connection with the
Transaction or in connection with a purchase, tender or exchange offer that is
accepted by the holders of more than fifty percent (50%) of the outstanding REIT
Common Shares, as applicable.

      (c) Notwithstanding Section 9.1(b), the General Partner, the Company or
their Subsidiaries may merge into or consolidate with another entity if
immediately after such merger or consolidation (i) substantially all of the
assets of the successor or surviving entity (the "Surviving Partner"), other
than Partnership Units held by the General Partner, Education Realty OP Limited
Partners Trust, Education Realty OP Limited Partner Trust, the Company or their
Subsidiaries, are contributed to the Partnership as a Capital Contribution in
exchange for Partnership Units with a fair market value equal to the value of
the assets so contributed as determined by the Surviving Partner in good faith
and (ii) the Surviving Partner or one of its Subsidiaries expressly agrees to
assume all obligations of the General Partner hereunder. Upon such contribution
and assumption, the Surviving Partner shall have the right and duty to amend
this Agreement as set forth in this Section 9.1(c). The Surviving Partner shall
in good faith arrive at a new method for the calculation of the Cash Amount and
Conversion Factor for a Common Partnership Unit after any such merger or
consolidation so as to approximate the existing method for such calculation as
closely as reasonably possible. Such calculation shall take into account, among
other things, the kind and amount of securities, cash and other property that
was receivable upon such merger or consolidation by a holder of REIT Shares or
options, warrants or other rights relating thereto, and which a holder of Common
Partnership Units could have acquired had such Common Partnership Units been
redeemed immediately prior to such merger or consolidation. Such amendment to
this Agreement shall provide for adjustment to such method of calculation, which
shall be as nearly equivalent as may be practicable to the adjustments provided
for with respect to the Conversion Factor. The above provisions of this Section
9.1(c) shall similarly apply to successive mergers or consolidations permitted
hereunder.

      SECTION 9.2 ADMISSION OF A SUBSTITUTE OR ADDITIONAL GENERAL PARTNER. A
Person shall be admitted as a Substitute or Additional General Partner of the
Partnership only if the transaction giving rise to such substitution or
admission is otherwise permitted under this Agreement and the following terms
and conditions are satisfied:

      (a) the Person to be admitted as a Substitute or Additional General
Partner shall have accepted and agreed to be bound by all the terms and
provisions of this Agreement by executing a counterpart thereof and such other
documents or instruments as may be required or appropriate in order to effect
the admission of such Person as a General Partner, and a certificate evidencing
the admission of such Person as a General Partner shall have been filed

                                       28
<PAGE>

for recordation and all other actions required by the Act in connection with
such admission shall have been performed;

      (b) if the Person to be admitted as a Substitute or Additional General
Partner is a corporation or a partnership, it shall have provided the
Partnership with evidence satisfactory to counsel for the Partnership of such
Person's authority to become a General Partner and to be bound by the terms and
provisions of this Agreement; and

      (c) counsel for the Partnership shall have rendered an opinion (relying on
such opinions from counsel of any state or any other jurisdiction as may be
necessary) that the admission of the Person to be admitted as a Substitute or
Additional General Partner is in conformity with the Act and that none of the
actions taken in connection with the admission of such Person as a Substitute or
Additional General Partner will cause the termination of the Partnership under
Section 708 of the Code, or will cause it to be classified as other than a
partnership for federal income tax purposes, or will result in the loss of any
Limited Partner's limited liability status.

      SECTION 9.3 EFFECT OF BANKRUPTCY, WITHDRAWAL, DEATH OR DISSOLUTION OF A
GENERAL PARTNER.

      (a) Upon the occurrence of an Event of Bankruptcy as to a General Partner
(and its automatic removal pursuant to Section 9.4(a) hereof) or the withdrawal
or dissolution of a General Partner (except that, if a General Partner is on the
date of such occurrence a partnership, the withdrawal, death, dissolution, Event
of Bankruptcy as to or removal of a partner in such partnership shall be deemed
not to be a dissolution of such General Partner if the business of such General
Partner is continued within ninety (90) days by the remaining general partners
or all remaining members of such partnership), the Partnership shall be
dissolved and terminated unless the Partnership is continued pursuant to Section
9.3(b).

      (b) Following the occurrence of an Event of Bankruptcy as to a General
Partner or the withdrawal or dissolution of a General Partner (except that, if a
General Partner is on the date of such occurrence a partnership, the withdrawal,
death, dissolution, Event of Bankruptcy as to or removal of a partner in such
partnership shall be deemed not be a dissolution of such General Partner if the
business of such General Partner is continued within ninety (90) days by all
remaining general partners or all remaining members of such partnership),
persons holding at least a majority of the Limited Partnership Interests, within
ninety (90) days after such occurrence, may elect to continue the business of
the Partnership for the balance of the term specified in Section 3.2 by
selecting, subject to Section 9.2 and any other applicable provisions of this
Agreement, a Substitute General Partner by majority vote of the Limited
Partnership Interests. If the Limited Partners elect to reconstitute the
Partnership and admit a Substitute General Partner, the relationship between the
Partners and any Person who has acquired an interest of a Partner in the
Partnership shall be governed by this Agreement.

      SECTION 9.4 REMOVAL OF A GENERAL PARTNER.

      (a) Upon the occurrence of an Event of Bankruptcy as to, or the
dissolution of, a General Partner, such General Partner shall be deemed to be
removed automatically; PROVIDED, HOWEVER, that if a General Partner is on the
date of such occurrence a partnership, the withdrawal, death, dissolution, Event
of Bankruptcy as to or removal of a

                                       29
<PAGE>

partner in such partnership shall be deemed not to be a dissolution of the
General Partner if the business of such General Partner is continued within
ninety (90) days by the remaining general partners or all remaining members of
such partnership.

      (b) If a General Partner has been removed pursuant to this Section 9.4(a)
and the Partnership is not continued pursuant to Section 9.3(b), the partnership
shall be dissolved.

      (c) A General Partner may not be removed by the Limited Partners with or
without cause.

      SECTION 9.5 RESTRICTIONS ON TRANSFER OF LIMITED PARTNERSHIP INTERESTS.

      (a) Except as otherwise provided in this Article IX, no Limited Partner
may offer, sell, assign, hypothecate, pledge or otherwise transfer its Limited
Partnership Interest, in whole or in part, whether voluntarily or by operation
of law or at judicial sale or otherwise (collectively, a "Transfer"), without
the written consent of the General Partner, which consent may be withheld in the
sole and absolute discretion of the General Partner; PROVIDED, HOWEVER, the
consent required by this Section 9.5(a) shall not be required in the event of a
Transfer on or after the first anniversary of the date of this Agreement by a
Limited Partner that was a limited partnership as of the date of this Agreement
to any of its partners. The General Partner may require, as a condition of any
Transfer, that the transferor assume all costs incurred by the Partnership in
connection therewith.

      (b) No Limited Partner may effect a Transfer of its Limited Partnership
Interest if, (i) in the opinion of legal counsel for the Partnership, such
proposed Transfer would require the registration of the Limited Partnership
Interest under the Securities Act of 1933, as amended, or would otherwise
violate any applicable federal or state securities or "Blue Sky" law (including
investment suitability standards) or (ii) the assignee is not an Accredited
Investor within the meaning of Rule 501 of the Securities Act of 1933, as
amended.

      (c) No Transfer by a Limited Partner of its Partnership Units may be made
to any Person if (i) in the opinion of legal counsel for the Partnership, the
Transfer would result in the Partnership's being treated as an association
taxable as a corporation (other than a qualified REIT subsidiary within the
meaning of Section 856(i) of the Code), (ii) such transfer is effectuated
through an "established securities market" or a "secondary market" (or the
substantial equivalent thereof) within the meaning of Section 7704 of the Code,
(iii) the Transfer would create a risk that the Company would not be taxed as a
REIT for federal income tax purposes or (iv) assuming the Partnership Units
subject to the Transfer were redeemed for REIT Shares, the redemption would
create a risk that the Company would not be taxed as a REIT for federal income
tax purposes.

      (d) Section 9.5(a) shall not prevent any donative Transfer by an
individual Limited Partner to his immediate family members or any trust in which
the individual or his immediate family members own, collectively, one hundred
percent (100%) of the beneficial interests, provided that the transferor assumes
all costs of the Partnership in connection therewith and any such transferee
shall not have the rights of a Substitute Limited Partner (unless and until
admitted as a Substitute Limited Partner pursuant to this Section 9.5 and
Section 9.6 of this Agreement).

                                       30
<PAGE>

      (e) No Transfer of a Limited Partnership Interest may be made to a lender
of the Partnership or any Person who is related (within the meaning of Section
1.752-4(b) of the Treasury Regulations) to any lender to the Partnership whose
loan constitutes a "nonrecourse liability" (as defined in Section 1.704-2(b)(3)
of the Treasury Regulations), without the consent of the General Partner, in its
sole and absolute discretion, provided that as a condition to such consent the
lender will be required to enter into an arrangement with the Partnership and
the General Partner to exchange or redeem for the Cash Amount any Partnership
Units in which a security interest is held simultaneously with the time at which
such lender would be deemed to be a partner in the Partnership for purposes of
allocating liabilities to such lender under Section 752 of the Code.

      (f) Any Transfer in contravention of any of the provisions of this Article
IX shall be void and ineffectual and shall not be binding upon, or recognized
by, the Partnership.

      SECTION 9.6 ADMISSION OF SUBSTITUTE LIMITED PARTNER.

      (a) Subject to the other provisions of this Article IX (including, without
limitation, the provisions of Section 9.5(a) regarding consent of the General
Partner), an assignee of the Limited Partnership Interest of a Limited Partner
(including, without limitation, any purchaser, transferee, donee, or other
recipient of any disposition of such Limited Partnership Interest) shall be
deemed admitted as a Limited Partner of the Partnership only upon the
satisfactory completion of the following:

            (i) the assignee has obtained the prior written consent of the
      General Partner as to its admission as a Substitute Limited Partner, which
      consent may be given or denied in the exercise of the General Partner's
      sole and absolute discretion; PROVIDED, HOWEVER, that this Section
      9.6(a)(i) shall not apply in the case of assignee resulting from a
      Transfer by a Limited Partner that was a partner as of the date of this
      Agreement to any of its partners;

            (ii) the assignee shall have accepted and agreed to be bound by the
      terms and provisions of this Agreement by executing a counterpart or an
      amendment thereof, including a revised Exhibit A, and such other documents
      or instruments as the General Partner may require in order to effect the
      admission of such Person as a Limited Partner;

            (iii) to the extent required, an amended certificate of limited
      partnership evidencing the admission of such Person as a Limited Partner
      shall have been signed, acknowledged and filed for record in accordance
      with the Act;

            (iv) the assignee shall have delivered a letter containing the
      representation and warranty set forth in Section 9.11 and the agreement
      set forth in Section 9.11;

            (v) if the assignee is a corporation, partnership or trust, the
      assignee shall have provided the General Partner with evidence
      satisfactory to counsel for the Partnership of the assignee's authority to
      become a Limited Partner under the terms and provisions of this Agreement;

            (vi) the assignee shall have executed a power of attorney containing
      the terms and provisions set forth in Article XII; and

                                       31
<PAGE>

            (vii) the assignee shall have paid all reasonable legal fees of the
      Partnership and the General Partner and all filing and publication costs
      incurred in connection with its substitution as a Limited Partner.

      (b) For the purpose of allocating profits and losses and distributing cash
received by the Partnership, a Substitute Limited Partner shall be treated as
having become, and appearing in the records of the Partnership as, a Partner
upon the filing of the certificate described in Section 9.6(a)(iii) or, if no
such filing is required, the later of the date specified in the transfer
documents, or the date on which the General Partner has received all necessary
instruments of transfer and substitution.

      (c) The General Partner shall as promptly as practicable take all action
required to effectuate the admission of the Person seeking to become a
Substitute Limited Partner, including preparing the documentation required by
this Section and making all official filings and publications.

      SECTION 9.7 RIGHTS OF ASSIGNEES OF PARTNERSHIP INTERESTS.

      (a) Subject to the provisions of Sections 9.5 and 9.6 hereof, except as
required by operation of law, the Partnership shall not be obligated for any
purposes whatsoever to recognize the assignment by any Limited Partner of his
Partnership Interest until the Partnership has received notice thereof. If the
General Partner, in its sole and absolute discretion, does not consent (subject
to the proviso in Section 9.6(a)(i)) to the admission of any transferee of any
Partnership Interest as a Substitute Limited Partner in connection with a
Transfer permitted by Section 9.5, such transferee shall be considered an
assignee for the purposes of this Agreement. An assignee shall be entitled to
all the rights of an assignee of a limited partnership interest under the Act,
including the right to receive distributions attributable to the Partnership
Units assigned, but such assignee shall not be entitled to effect a consent or
effect a Redemption Right or vote with respect to such Partnership Units on any
matter presented to the Limited Partners for approval (such right to consent or
vote or effect a Redemption Right, to the extent provided in this Agreement or
under the Act, fully remaining with the transferor Limited Partner).

      (b) Any Person who is the assignee of all or any portion of a Limited
Partner's Limited Partnership Interest, but does not become a Substitute Limited
Partner and desires to make a further assignment of such Limited Partnership
Interest, shall be subject to all of the provisions of this Article IX to the
same extent and in the same manner as any Limited Partner desiring to make an
assignment of its Limited Partnership Interest.

      SECTION 9.8 EFFECT OF BANKRUPTCY, DEATH, INCOMPETENCE OR TERMINATION OF A
LIMITED PARTNER. The occurrence of an Event of Bankruptcy as to a Limited
Partner, the death of a Limited Partner or a final adjudication that a Limited
Partner is incompetent (which term shall include, but not be limited to,
insanity) shall not cause the termination or dissolution of the Partnership, and
the business of the Partnership shall continue. If an order for relief in a
bankruptcy proceeding is entered against an individual Limited Partner, the
trustee or receiver of his estate or, if he dies, his executor, administrator or
trustee, or, if he is finally adjudicated incompetent, his committee, guardian
or conservator, shall have the rights of such Limited Partner for the purpose of
settling or managing his estate property and such power as the bankrupt,
deceased or incompetent Limited Partner possessed to assign all or any

                                       32
<PAGE>

part of his Partnership Interest and to join with the assignee in satisfying
conditions precedent to the admission of the assignee as a Substitute Limited
Partner.

      SECTION 9.9 TRANSFEREES. Any Partnership Interests owned by the Partners
and transferred pursuant to this Article IX shall be and remain subject to all
of the provisions of this Agreement.

      SECTION 9.10 ABSOLUTE RESTRICTION. Notwithstanding any provision of this
Agreement to the contrary, the sale or exchange of any interest in the
Partnership will not be permitted if the interest sought to be sold or
exchanged, when added to the total of all other interests sold or exchanged
within the period of twelve (12) consecutive months ending with the proposed
date of the sale or exchange, would result in the termination of the Partnership
under Section 708 of the Code, if such termination would materially and
adversely affect the Partnership or any Partner.

      SECTION 9.11 INVESTMENT REPRESENTATION. Each Limited Partner hereby
represents and warrants to the General Partner and to the Partnership that the
acquisition of his Partnership Interest is made as a principal for his account
for investment purposes only and not with a view to the resale or distribution
of such Partnership Interest. Each Limited Partner agrees that he will not sell,
assign or otherwise transfer his Partnership Interest or any fraction thereof,
whether voluntarily or by operation of law or at judicial sale or otherwise, to
any Person who does not similarly represent and warrant and similarly agree not
to sell, assign or transfer such Partnership Interest or fraction thereof to any
Person who does not similarly represent, warrant and agree.

                                    ARTICLE X
                         TERMINATION OF THE PARTNERSHIP

      SECTION 10.1 TERMINATION. The Partnership shall be dissolved upon (i) an
Event of Bankruptcy as to the General Partner or the dissolution or withdrawal
of the General Partner (unless within ninety (90) days thereafter Limited
Partners holding more than fifty percent (50%) of the Limited Partnership
Interests in the Partnership elect to continue the Partnership and to elect one
or more persons to serve as the General Partner or General Partners of the
Partnership), (ii) ninety (90) days following the sale of all or substantially
all of the Partnership's assets (provided that if the Partnership receives an
installment obligation as consideration for such sale or other disposition, the
Partnership shall continue, unless sooner dissolved under the provisions of this
Agreement, until such time as such obligation is paid in full), (iii) the
expiration of the term specified in Section 3.2, (iv) the redemption of all
Limited Partnership Interests (other than any of such interests held by the
General Partner, Education Realty OP Limited Partner Trust or Education Realty
Limited Partner, LLC), or (v) the election by the General Partner (but only in
accordance with and as permitted by applicable law) that the Partnership should
be dissolved. Upon dissolution of the Partnership (unless the business of the
Partnership is continued as set forth above), the General Partner (or its
trustee, receiver, successor or legal representative) shall proceed with the
winding up of the Partnership, and its assets shall be applied and distributed
as herein provided.

                                       33
<PAGE>

      SECTION 10.2 PAYMENT OF DEBTS. The assets shall first be applied to the
payment of the liabilities of the Partnership (other than any loans or advances
that may have been made by Partners to the Partnership) and the expenses of
liquidation. A reasonable time shall be allowed for the orderly liquidation of
the assets of the Partnership and the discharge of liabilities to creditors so
as to enable the General Partner to minimize any losses resulting from
liquidation.

      SECTION 10.3 DEBTS TO PARTNERS. The remaining assets shall next be applied
after payments of the Partnership's debts and liabilities referred to in Section
10.2 to the repayment of any loans made by any Partner to the Partnership.

      SECTION 10.4 REMAINING DISTRIBUTION. The remaining assets after payment of
all Partnership debts and liabilities referred to in Sections 10.2 and 10.3
shall then be distributed to the Partners in accordance with their positive
Capital Account balances, determined after taking into account all Capital
Account adjustments for all prior periods and the Partnership taxable year
during which the liquidation occurs.

      SECTION 10.5 RESERVE. Notwithstanding the provisions of Sections 10.3 and
10.4, the General Partner may retain such amount as it deems necessary as a
reserve for any contingent liabilities or obligations of the Partnership, which
reserve, after the passage of a reasonable period of time, shall be distributed
pursuant to the provisions of this Article X.

      SECTION 10.6 FINAL ACCOUNTING. Each of the Partners shall be furnished
with a statement examined by the Partnership's independent accountants, which
shall set forth the assets and liabilities of the Partnership as of the date of
the complete liquidation. Upon the compliance by the General Partner with the
foregoing distribution plan, the Limited Partners shall cease to be such, and
the General Partner, as the sole remaining Partner of the Partnership, shall
execute and cause to be filed a Certificate of Cancellation of the Partnership
and any and all other documents necessary with respect to termination and
cancellation of the Partnership.

                                   ARTICLE XI
                                   AMENDMENTS

      SECTION 11.1 AUTHORITY TO AMEND.

      (a) In addition to any other provisions of this Agreement that expressly
empower and enable the General Partner to amend this Agreement without the
approval of any other Partner, this Agreement may be amended by the General
Partner without the approval of any other Partner if such amendment (i) is
solely for the purpose of clarification or is of an inconsequential nature and
does not change the substance hereof and the Partnership has obtained an opinion
of counsel to that effect, (ii) is to add to the obligations of the General
Partner or causes the General Partner to surrender any right or power granted to
the General Partner or any Affiliate of the General Partner for the benefit of
the Limited Partners, (iii) is to reflect the admission, substitution,
termination or withdrawal of Partners in accordance with this Agreement or to
amend the calculation of the Cash Amount and the Conversion Factor pursuant to a
transaction described in Section 9.1(c), (iv) is to set forth the designations,
right, powers, duties and

                                       34
<PAGE>

preferences of the holders of any additional Partnership Interests issued
pursuant to Section 4.3, (v) is to satisfy any requirements, conditions or
guidelines contained in any order, directive, opinion ruling or regulation of a
federal or state agency or contained in federal or state law, or (vi) is, in the
opinion of counsel for the Partnership, necessary or appropriate to satisfy
requirements of the Code with respect to partnerships or REITs or of any federal
or state securities laws or regulations. Any amendment made pursuant to this
Section 11.1(c) may be made effective as of the date of this Agreement.

      (b) Notwithstanding any contrary provision of this Agreement, any
amendment to this Agreement or other act which would (i) adversely affect the
limited liability of the Limited Partners, (ii) impose on the Limited Partners
any obligation to make additional Capital Contributions to the Partnership,
(iii) change the method of allocation of profit and loss as provided in Article
V or the distribution provisions of Articles VIII and X hereof (except as
permitted in Sections 4.3, 5.1 and 8.6 hereof), (iv) seek to impose personal
liability on the Limited Partners, or (v) affect the operation of the Conversion
Factor of the Redemption Right (other than pursuant to Sections 7.4(a) or
11.1(a)(iii)) shall require the consent and approval of Partners holding more
than fifty percent (50%) of the Common Percentage Interests.

      (c) Except as otherwise specifically provided in this Section 11.1,
amendments to this Agreement shall require the approval of Partners holding more
than fifty percent (50%) of the Common Percentage Interests. Any amendment to
this Agreement requiring the approval of Partners holding fifty percent (50%) of
the Common Percentage Interests may be proposed by the General Partner or by any
Limited Partners holding twenty-five percent (25%) or more of the Common
Percentage Interests, and any such amendment proposed by Limited Partners
holding twenty-five percent (25%) or more of the Common Percentage Interests
shall be promptly submitted by the General Partner to the Partners for a vote.

      SECTION 11.2 NOTICE OF AMENDMENTS. A copy of any amendment to be approved
by the Partners pursuant to Sections 11.1(b) or 11.1(c) shall be mailed in
advance to such Partners. Partners shall be notified as to the substance of any
amendment pursuant to Sections 11.1(a), 11.1(b) or 11.1(c), and upon request
shall be furnished a copy thereof.

                                   ARTICLE XII
                                POWER OF ATTORNEY

      SECTION 12.1 POWER. Each of the Limited Partners irrevocably constitutes
and appoints the General Partner as such Limited Partner's true and lawful
attorney in such Limited Partner's name, place and stead to make, execute, swear
to, acknowledge, deliver and file:

      (a) Any certificates or other instruments which may be required to be
filed by the Partnership under the laws of the State of Delaware or of any other
state or jurisdiction in which the General Partner shall deem it advisable to
file;

      (b) Any documents, certificates or other instruments, including, but not
limited to, (i) any and all amendments and modifications of this Agreement or of
the instruments described in Section 12.1(a) which may be required or deemed
desirable by the General Partner to effectuate the provisions of any part of
this Agreement, (ii) all instruments relating to the admission, withdrawal,
removal or substitution of any Partner, and (iii) by way of extension and not
limitation, to do all such other things as shall be necessary to continue and to
carry on the business of the Partnership; and

                                       35
<PAGE>

      (c) All documents, certificates or other instruments that may be required
to effectuate the dissolution and termination of the Partnership, to the extent
such dissolution and termination is authorized hereby. The power of attorney
granted hereby shall not constitute a waiver of, or be used to avoid, the rights
of the Partners to approve certain amendments to this Agreement pursuant to
Sections 11.1(b) and 11.1(c) or be used in any other manner inconsistent with
the status of the Partnership as a limited partnership or inconsistent with the
provisions of this Agreement. Each such Limited Partner hereby agrees to be
bound by any representation made by the General Partner, acting in good faith
pursuant to such power of attorney; and each such Limited Partner hereby waives
any and all defenses which may be available to contest, negate or disaffirm the
action of the General Partner taken in good faith under such power of attorney.

      SECTION 12.2 SURVIVAL OF POWER. It is expressly intended by each of the
Partners that the foregoing power of attorney is coupled with an interest, is
irrevocable and shall survive the death, incompetence, dissolution, liquidation
or adjudication of insanity or bankruptcy or insolvency of each such Partner.
The foregoing power of attorney shall survive the delivery of an assignment by
any of the Partners of such Partner's entire interest in the Partnership, except
that where an assignee of such entire interest has become a substitute Limited
Partner, then the foregoing power of attorney of the assignor Partner shall
survive the delivery of such assignment for the sole purpose of enabling the
General Partner to execute, acknowledge and file any and all instruments
necessary to effectuate such substitution.

                                  ARTICLE XIII
                    CONSENTS, APPROVALS, VOTING AND MEETINGS

      SECTION 13.1 METHOD OF GIVING CONSENT OR APPROVAL. Any consent or approval
required by this Agreement may be given as follows:

      (a) by a written consent given by the consenting Partner and received by
the General Partner at or prior to the doing of the act or thing for which the
consent is solicited, provided that such consent shall not have been nullified
by:

            (i) Notice to the General Partner of such nullification by the
      consenting Partner prior to the doing of any act or thing, the doing of
      which is not subject to approval at a meeting called pursuant to Section
      13.2, or

            (ii) Notice to the General Partner of such nullification by the
      consenting Partner prior to the time of any meeting called pursuant to
      Section 13.2 to consider the doing of such act or thing, or

            (iii) The negative vote by such consenting Partner at any meeting
      called pursuant to Section 13.2 to consider the doing of such act or
      thing.

      (b) by the affirmative vote by the consenting Partner for the doing of the
act or thing for which the consent is solicited at any meeting called pursuant
to Section 13.2 to consider the doing of such act or thing; or

      (c) by the failure of the Partner to respond or object to a request from
the General Partner for such Partner's consent within thirty (30) days from its
receipt of such request (or such shorter period of time as the General Partner
may indicate in such request in order to

                                       36
<PAGE>

ensure that the General Partner has sufficient time to respond, if required, to
any third party with respect to the subject matter of such request).

      SECTION 13.2 MEETINGS OF LIMITED PARTNERS. Any matter requiring the
consent or vote of all or any of the Partners may be considered at a meeting of
the Partners held not less than five (5) nor more than sixty (60) days after
notice thereof shall have been given by the General Partner to all Partners.
Such notice (i) may be given by the General Partner, in its discretion, at any
time, or (ii) shall be given by the General Partner within fifteen (15) days
after receipt from Limited Partners holding more than fifty percent (50%) of the
Common Percentage Interests of a request for such meeting.

      SECTION 13.3 OPINION. Except for consents obtained pursuant to Sections
13.1 or 13.2, no Limited Partner shall exercise any consent or voting rights
unless either (a) at the time of the giving of consent or casting of any vote by
the Partners hereunder, counsel for the Partnership or counsel employed by the
Limited Partners shall have delivered to the Partnership an opinion satisfactory
to the Partners to the effect that such conduct (i) is permitted by the Act,
(ii) will not impair the limited liability of the Limited Partners, and (iii)
will not adversely affect the classification of the Partnership as a partnership
for federal income tax purposes, or (b) irrespective of the delivery or
nondelivery of such opinion of counsel, Limited Partners holding more than
seventy-five percent (75%) of the Common Percentage Interests of the Limited
Partners determine to exercise their consent or voting rights.

      SECTION 13.4 SUBMISSIONS TO PARTNERS. The General Partner shall give the
Partners notice of any proposal or other matter required by any provision of
this Agreement, or by law, to be submitted for consideration and approval of the
Partners. Such notice shall include any information required by the relevant
provision or by law.

                                   ARTICLE XIV
                                  MISCELLANEOUS

      SECTION 14.1 GOVERNING LAW. The Partnership and this Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware.

      SECTION 14.2 AGREEMENT FOR FURTHER EXECUTION. At any time or times upon
the request of the General Partner, the Limited Partners hereby agree to sign,
swear to, acknowledge and deliver all further documents and certificates
required by the laws of Delaware, or any other jurisdiction in which the
Partnership does, or proposes to do, business, or which may be reasonable,
necessary, appropriate or desirable to carry out the provisions of this
Agreement or the Act. This Section 14.2 shall not prejudice or affect the rights
of the Limited Partners to approve certain amendments to this Agreement pursuant
to Sections 11.1(b) and 11.1(c).

      SECTION 14.3 ENTIRE AGREEMENT. This Agreement and the exhibits attached
hereto contain the entire understanding among the parties and supersede any
prior understandings or agreements among them respecting the within subject
matter. There are no representations, agreements, arrangements or
understandings, oral or written, between or

                                       37
<PAGE>

among the parties hereto relating to the subject matter of this Agreement which
are not fully expressed herein.

      SECTION 14.4 SEVERABILITY. This Agreement is intended to be performed in
accordance with, and only to the extent permitted by, all applicable laws,
ordinances, rules and regulations of the jurisdictions in which the Partnership
does business. If any provision of this Agreement, or the application thereof to
any person or circumstance, shall, for any reason and to any extent, be invalid
or unenforceable, the remainder of this Agreement and the application of such
provision to other persons or circumstances shall not be affected thereby, but
rather shall be enforced to the greatest extent permitted by law.

      SECTION 14.5 NOTICES. Notices to Partners or to the Partnership shall be
deemed to have been given when personally delivered, mailed by prepaid
registered or certified mail, or sent for next day delivery via a nationally
recognized overnight courier or delivery service, addressed as set forth in
Exhibit A attached hereto, unless a notice of change of address has previously
been given in writing by the addressee to the addressor, in which case such
notice shall be addressed to the address set forth in such notice of change of
address.

      SECTION 14.6 TITLES AND CAPTIONS. All titles and captions are for
convenience only, do not form a substantive part of this Agreement, and shall
not restrict or enlarge any substantive provisions of this Agreement.

      SECTION 14.7 COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each one of which shall constitute an original executed copy of
this Agreement.

      SECTION 14.8 PRONOUNS. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine, neuter, singular or plural, as the
identity of the person or persons may require.

      SECTION 14.9 SURVIVAL OF RIGHTS. Subject to the provisions hereof limiting
transfers, this Agreement shall be binding upon and inure to the benefit of the
Partners and the Partnership and their respective legal representatives,
successors, transferees and assigns.

      SECTION 14.10 WAIVER. No failure by any party to insist upon the strict
performance of any covenant, duty, agreement or condition of this Agreement or
to exercise any right or remedy consequent upon a breach thereof shall
constitute waiver of any such breach or any covenant, duty, agreement or
condition.

      SECTION 14.11 CREDITORS. Other than as expressly set forth herein with
respect to the Indemnitees, none of the provisions of this Agreement shall be
for the benefit of, or shall be enforceable by, any creditor of the Partnership.

                                       38
<PAGE>

      SECTION 14.12 UNIT CERTIFICATES. If the General Partner so elects, Units
shall be evidenced by numbered certificates in such form as shall be approved by
the General Partner, signed by the General Partner. Any such Unit certificates
shall be kept in a book and shall be issued in consecutive order therefrom. The
name of the person owning the Units, the number of Units, and the date of issue
shall be entered on the stub of each certificate. Unit certificates exchanged or
returned shall be canceled by the General Partner and returned to their original
place in the Unit book.

                         (SIGNATURES ON FOLLOWING PAGE)

                                       39
<PAGE>

      IN WITNESS WHEREOF, the parties have hereunto set their hands as of the
day and year first above written.

                                      GENERAL PARTNER

                                      EDUCATION REALTY OP GP, INC.,
                                      a Delaware corporation

                                      By: ________________________________
                                          Paul O. Bower, President

                                      LIMITED PARTNERS

                                      EDUCATION REALTY LIMITED PARTNER, LLC.,
                                      a Delaware limited liability company

                                      By: ________________________________
                                      Its: _______________________________

                                      EDUCATION REALTY OP LIMITED PARTNER TRUST,
                                      a Maryland business trust

                                      By: ________________________________
                                      Its: _______________________________

The undersigned has executed this Agreement not as a Partner of the Partnership
but to agree to the provisions of this Agreement imposing obligations on and
granting rights to the Company.

                                      EDUCATION REALTY TRUST, INC.

                                      By: ________________________________

                                      Its: _______________________________

                                       40
<PAGE>

                                    EXHIBIT A
                        LIST OF PARTNERS AND CONTRIBUTED
                          ASSETS AS OF _________, 2004

<TABLE>
<CAPTION>
                                                   AGREED
                                 INITIAL          VALUE OF         COMMON             COMMON
                              CONTRIBUTED        CONTRIBUTED     PARTNERSHIP        PERCENTAGE
                                 ASSET              ASSET           UNITS            INTEREST
<S>                           <C>                <C>             <C>                <C>
PARTNERS:

GENERAL PARTNER:

Education Realty OP GP,       Cash in the
Inc.                           amount of
                              $________           $________         _____              ____%

LIMITED PARTNERS:

Education Realty Limited      Cash in the
Partner Trust                  Amount of
                              $________           $________         _____              ____%
</TABLE>

                                       A-1
<PAGE>

<TABLE>
<S>                         <C>                     <C>               <C>                <C>
                              Membership
                            Interests in C
                               Station,
                               L.L.C.**

                             Shares of
                              Allen &
                               O'Hara
                             Education
                             Services,
                               Inc.**

Allen & O'Hara, Inc.                                $___              _____              ____%

                             Interest in
                               Gables
                              property*

                              Membership
                             Interest in
                              Education
                              Properties
                             Trust, LLC*

Paul O. Bower                 Membership
                            Interest in C
                            Station, L.L.C.         $___              _____              ____%

                              Membership
                            Interests in C
                               Station,
                               L.L.C.*

Thomas J. Hickey                                    $___              _____              ____%

                              Shares of
                                Allen
                               & O'Hara
                              Education
</TABLE>

                                       A-2
<PAGE>

<TABLE>
<S>                          <C>                    <C>               <C>                <C>
                              Services,
                                Inc.*

                              Interest in
                                Gables
                               property*

                              Membership
                             Interest in
                              Education
                              Properties
                              Trust, LLC*
</TABLE>

                                       A-3
<PAGE>

<TABLE>
<S>                         <C>                     <C>               <C>                <C>
                              Membership
                            Interests in C
                               Station,
                               L.L.C.**

                              Shares of
                               Allen &
                               O'Hara
                              Education
                              Services,
                                Inc.*

Craig L. Cardwell                                   $___              _____              ____%

                             Interest in
                                Gables
                              property*

                             Membership
                            Interest in
                             Education
                             Properties
                             Trust, LLC*

                             Membership
                            Interests in C
                              Station,
                              L.L.C.*

                              Shares of
                               Allen &
                               O'Hara
                              Education
                              Services,
                                Inc.*

Randall H. Brown                                    $___              _____              ____%

                             Interest in
                                Gables
                               property*

                              Membership
                             Interest in
                              Education
                              Properties
</TABLE>

                                       A-4
<PAGE>

<TABLE>
<S>                         <C>                     <C>               <C>                <C>
                              Trust, LLC*

                              Membership
                            Interests in C
                               Station,
                               L.L.C.*

                              Shares of
                               Allen &
                                O'Hara
                              Education
                               Services,
                                Inc.*

Wallace L. Wilcox                                   $___              _____              ____%

                             Interest in
                               Gables
                              property*

                              Membership
                             Interest in
                              Education
                             Properties
                             Trust, LLC*

                              Membership
                            Interests in C
                              Station,
                               L.L.C.*

                              Shares of
                               Allen &
                               O'Hara
                              Education
                              Services,
                                 Inc.*

William W. Harris                                   $___              _____              ____%

                             Interest in
                               Gables
                              property*
</TABLE>

                                       A-5
<PAGE>

<TABLE>
<S>                            <C>                  <C>               <C>                <C>
                               Membership
                               Interest in
                                Education
                               Properties
                               Trust, LLC*

JPI Entity                       [Insert
                               Properties]          $___              _____              ____%
</TABLE>

* Such Limited Partner held an indirect interest in such contributed property
and received Common Partnership Units by virtue of one or a series of
distributions by the direct owners (and any other indirect owners) of such
contributed property.

** Such Limited Partner held a direct interest in a portion of such contributed
property as well as an indirect interest in a portion of such contributed
property. Such Limited Partner received the Common Partnership Units
attributable to its indirect interest in such contributed property by virtue of
one or a series of distributions by the direct owners (and any other indirect
owners) of such contributed property.

                                       A-6
<PAGE>

                                    EXHIBIT B
                           FEDERAL INCOME TAX MATTERS

For purposes of interpreting and implementing Article V of the Partnership
Agreement, the following rules shall apply and shall be treated as part of the
terms of the Partnership Agreement:

A. SPECIAL ALLOCATION PROVISIONS.

      1. For purposes of determining the amount of gain or loss to be allocated
pursuant to Article V of the Partnership Agreement, any basis adjustments
permitted pursuant to Section 743 of the Code shall be disregarded.

      2. When Partnership Interests are transferred during any taxable year, the
General Partner intends to allocate Partnership income, loss, deductions and
credits using the closing of the books method.

      3. Notwithstanding any other provision of the Partnership Agreement, to
the extent required by law, income, gain, loss and deduction attributable to
property contributed to the Partnership by a Partner shall be shared among the
Partners so as to take into account any variation between the basis of the
property and the fair market value of the property at the time of contribution
in accordance with the requirements of Section 704(c) of the Code and the
applicable regulations thereunder as more fully described in Part B hereof.
Treasury Regulations under Section 704(c) of the Code allow partnerships to use
any reasonable method for accounting for Book-Tax Differences for contributions
of property so that a contributing partner receives the tax benefits and burdens
of any built-in gain or loss associated with contributed property. The Operating
Partnership shall account for Book-Tax Differences using a method determined by
the General Partner in its sole and absolute discretion. An allocation of
remaining built-in gain under Section 704(c) will be made when Section 704(c)
property is sold.

      4. Notwithstanding any other provision of the Partnership Agreement, in
the event the Partnership is entitled to a deduction for interest imputed under
any provision of the Code on any loan or advance from a Partner (whether such
interest is currently deducted, capitalized or amortized), such deduction shall
be allocated solely to such Partner.

      5. Notwithstanding any provision of the Partnership Agreement to the
contrary, to the extent any payments in the nature of fees made to a Partner or
reimbursements of expenses to any Partner are finally determined by the IRS to
be distributions to a Partner for federal income tax purposes, there will be a
gross income allocation to such Partner in the amount of such distribution.

      6. (a) Notwithstanding any provision of the Partnership Agreement to the
contrary and subject to the exceptions set forth in Section 1.704-2(f)(2)-(5) of
the Treasury Regulations, if there is a net decrease in Partnership Minimum Gain
during any Partnership fiscal year, each Partner shall be specially allocated
items of Partnership income and gain for such year (and, if necessary,
subsequent years) in an amount equal to such Partner's share of the net decrease
in Partnership Minimum Gain determined in accordance with Section 1.704-2(g)(2)
of the Treasury Regulations. Allocations pursuant to the previous sentence shall
be made in proportion to the respective amounts required to be allocated to each
Partner pursuant thereto. The items to be so allocated shall be determined in
accordance with Section 1.704-2(f) of the Treasury Regulations. This paragraph
6(a) is intended to comply with the minimum gain

<PAGE>

chargeback requirement in such Section of the Treasury Regulations and shall be
interpreted consistently therewith. To the extent permitted by such Section of
the Treasury Regulations and for purposes of this paragraph 6(a) only, each
Partner's Adjusted Capital Account Balance shall be determined prior to any
other allocations pursuant to Article V of the Partnership Agreement with
respect to such fiscal year and without regard to any net decrease in Partner
Minimum Gain during such fiscal year.

      (b) Notwithstanding any provision of the Partnership Agreement to the
contrary, except paragraph 6(a) of this Exhibit and subject to the exceptions
set forth in Section 1.704-2(i)(4) of the Treasury Regulations, if there is a
net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership
fiscal year, each Partner who has a share of the Partner Nonrecourse Debt
Minimum Gain, determined in accordance with Section 1.704-2(i)(3) of the
Treasury Regulations, shall be specially allocated items of Partnership income
and gain for such year (and, if necessary, subsequent years) in an amount equal
to such Partner's share of the net decrease in Partner Nonrecourse Debt Minimum
Gain, determined in accordance with Section 1.704-2(i)(5) of the Treasury
Regulations. Allocations pursuant to the previous sentence shall be made in
proportion to the respective amounts required to be allocated to each Partner
pursuant thereto. The items to be so allocated shall be determined in accordance
with Section 1.704-2(i)(4) of the Treasury Regulations. This paragraph 6(b) is
intended to comply with the minimum gain chargeback requirement in such Section
of the Treasury Regulations and shall be interpreted consistently therewith.
Solely for purposes of this paragraph 6(b), each Partner's Adjusted Capital
Account Balance shall be determined prior to any other allocations pursuant to
Article V of the Partnership Agreement with respect to such fiscal year, other
than allocations pursuant to paragraph 6(a) hereof.

      7. Notwithstanding any provision of the Partnership Agreement to the
contrary, in the event any Partners unexpectedly receive any adjustments,
allocations or distributions described in Treasury Regulation Section
1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6),
items of Partnership income and gain shall be specially allocated to such
Partners in an amount and manner sufficient to eliminate the deficits in their
Adjusted Capital Account Balances created by such adjustments, allocations or
distributions as quickly as possible.

      8. No loss shall be allocated to any Partner to the extent that such
allocation would result in a deficit in its Adjusted Capital Account Balance
while any other Partner continues to have a positive Adjusted Capital Account
Balance; in such event, losses shall first be allocated to any Partners with
positive Adjusted Capital Account Balances, and in proportion to such balances,
to the extent necessary to reduce their positive Adjusted Capital Account
Balances to zero. Any excess shall be allocated to the General Partner.

      9. Any special allocations of items pursuant to this Part A shall be taken
into account in computing subsequent allocations so that the net amount of any
items so allocated and the profits, losses and all other items allocated to each
such Partner pursuant to Article V of the Partnership Agreement shall, to the
extent possible, be equal to the net amount that would have been allocated to
each such Partner pursuant to the provisions of Article V of the Partnership
Agreement if such special allocations had not occurred.

      10. Notwithstanding any provision of the Partnership Agreement to the
contrary, Nonrecourse Deductions for any fiscal year or other period shall be
specially allocated to the Partners in the manner and in accordance with the
percentages set forth in Section 5.1 of the Partnership Agreement.

<PAGE>

      11. Notwithstanding any provision of the Partnership Agreement to the
contrary, any Partner Nonrecourse Deduction for any fiscal year or other period
shall be specially allocated to the Partner who bears the economic risk of loss
with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse
Deductions are attributable in accordance with Section 1.704-2(i) of the
Treasury Regulations.

B. CAPITAL ACCOUNT ADJUSTMENTS AND 704(c) TAX ALLOCATIONS.

      1. For purposes of computing the amount of any item of income, gain,
deduction or loss to be reflected in the Partners' Capital Accounts, the
determination, recognition and classification of any such item shall be the same
as its determination, recognition and classification for federal income tax
purposes; PROVIDED, HOWEVER, that:

            (a) Any income, gain or loss attributable to the taxable disposition
of any property shall be determined by the Partnership as if the adjusted basis
of such property as of such date of disposition was equal in amount to (i) the
Agreed Value in the case of the Initial Contributed Assets or other contributed
properties, or (ii) the Carrying Value with respect to property subsequently
purchased.

            (b) The computation of all items of income, gain, loss and deduction
shall be made by the Partnership and, as to those items described in Section
705(a)(1)(B) or Section 705(a)(2)(B) of the Code, without regard to the fact
that such items are not includable in gross income or are neither currently
deductible nor capitalizable for federal income tax purposes.

      2. A transferee of a Partnership Interest will succeed to the Capital
Account relating to the Partnership Interest transferred.

      3. Upon an issuance of additional Partnership Interests, the Capital
Accounts of all Partners (and the Agreed Values of all Partnership properties)
shall, immediately prior to such issuance, be adjusted (consistent with the
provisions hereof) upward or downward to reflect any unrealized gain or
unrealized loss attributable to each Partnership property (as if such unrealized
gain or unrealized loss had been recognized upon an actual sale of such property
at the fair market value thereof, immediately prior to such issuance, and had
been allocated to the Partners, at such time, pursuant to Article V of the
Partnership Agreement). In determining such unrealized gain or unrealized loss
attributable to the properties, the fair market value of Partnership properties
shall be determined by the General Partner using such reasonable methods of
valuation as it may adopt.

      4. Immediately prior to the distribution of any Partnership property in
liquidation of the Partnership, the Capital Accounts of all Partners shall be
adjusted (consistent with the provisions hereof and Section 704 of the Code)
upward or downward to reflect any unrealized gain or unrealized loss
attributable to the Partnership property (as if such unrealized gain or
unrealized loss had been recognized upon an actual sale of each such property,
immediately prior to such distribution, and had been allocated to the Partners,
at such time, pursuant to Article V of the Partnership Agreement). In
determining such unrealized gain or unrealized loss attributable to property,
the fair market value of Partnership property shall be determined by the General
Partner using such reasonable methods of valuation as it may adopt.

      5. In accordance with Section 704(c) of the Code and the regulations
thereunder, income, gain, loss and deduction with respect to any property shall,
solely for tax purposes, and

<PAGE>

not for Capital Account purposes, be allocated among the Partners so as to take
account of any variation between the adjusted basis of such property to the
Partnership for federal income tax purposes.

      6. In the event the Agreed Value of any Partnership asset is adjusted as
described in paragraph 3 above, subsequent allocations of income, gain, loss and
deduction with respect to such asset shall take account of any variation between
the adjusted basis of such asset for federal income tax purposes and its Agreed
Value in the same manner as under Section 704(c) of the Code and the regulations
thereunder.

      7. Any elections or other decisions relating to such allocations shall be
made by the General Partner in any manner that reasonably reflects the purpose
and intention of this Agreement.

C. DEFINITIONS.

      1. For the purposes of this Exhibit, the following terms shall have the
meanings indicated unless the context clearly indicates otherwise:

      "ADJUSTED CAPITAL ACCOUNT BALANCE": means the balance in the Capital
Account of a Partner as of the end of the relevant fiscal year of the
Partnership, after giving effect to the following: (i) credit to such Capital
Account any amounts the Partner is obligated to restore, pursuant to the terms
of this Agreement or otherwise, or is deemed obligated to restore pursuant to
the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the
Treasury Regulations, and (ii) debit to such capital account the items described
in Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Treasury Regulations.

      "AGREED VALUE": means the net fair market value of Contributed Property as
agreed to by the Contributing Partner and the Partnership (or other property
subsequently adjusted to reflect contributions), using such reasonable method of
valuation as they may adopt and as adjusted from time to time pursuant to
Paragraph B.3 of this Exhibit.

      "BOOK-TAX DIFFERENCE" means, with respect to any item of Contributed
Property, as of the date of any determination, the difference between the
Carrying Value of such Contributed Property and the adjusted basis thereof for
federal income tax purposes as of such date. A Partner's share of the Book-Tax
Difference in all of its Contributed Property will be reflected by the
difference between such Partner's Capital Account balance and the hypothetical
balance of such Partner's Capital Account computed as if it had been maintained
strictly in accordance with federal income tax accounting principles.

      "CARRYING VALUE": means the adjusted basis of such property for federal
income tax purposes as of the time of determination.

      "NONRECOURSE DEDUCTIONS": shall have the meaning set forth in Section
1.704-2(b)(1) of the Treasury Regulations. The amount of Nonrecourse Deductions
for a Partnership fiscal year equals the excess, if any, of the net increase, if
any, in the amount of Partnership Minimum Gain during that fiscal year over the
aggregate amount of any distributions during that fiscal year of proceeds of a
Nonrecourse Liability, that are allocable to an increase in

<PAGE>

Partnership Minimum Gain, determined according to the provisions of Section
1.704-2(c) of the Treasury Regulations.

      "NONRECOURSE LIABILITY": shall have the meaning set forth in Section
1.704-2(b)(3) of the Treasury Regulations.

      "PARTNER NONRECOURSE DEBT MINIMUM GAIN": means an amount, with respect to
each Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)
of the Treasury Regulations.

      "PARTNER NONRECOURSE DEBT": shall have the meaning set forth in Section
1.704-2(b)(4) of the Treasury Regulations.

      "PARTNER NONRECOURSE DEDUCTIONS": shall have the meaning set forth in
Section 1.704-2(i)(2) of the Treasury Regulations. For any Partnership taxable
year, the amount of Partner Nonrecourse Deductions with respect to a Partner
Nonrecourse Debt equal the net increase during the year, if any, in the amount
of Partner Nonrecourse Debt Minimum Gain reduced (but not below zero) by
proceeds of the liability that are both attributable to the liability and
allocable to an increase in the Partner Nonrecourse Debt Minimum Gain.

      "PARTNERSHIP AGREEMENT": shall mean this Amended and Restated Limited
Partnership Agreement of Education Realty Operating Partnership, LP.

      "PARTNERSHIP MINIMUM GAIN": shall have the meaning set forth in Sections
1.704-2(b)(2) and 1.704-2(d) of the Treasury Regulations.

      For purposes of this Exhibit, all other capitalized terms will have the
same definition as in the Partnership Agreement.
<PAGE>

                                    EXHIBIT C
                     NOTICE OF EXERCISE OF REDEMPTION RIGHT

      The undersigned hereby irrevocably (i) presents for redemption Partnership
Units (as defined in the Partnership Agreement defined below) in Education
Realty Operating Partnership, LP, in accordance with the terms of the Agreement
of Limited Partnership of Education Realty Operating Partnership, LP (the
"Partnership Agreement"), and the Redemption Right (as defined in the
Partnership Agreement) referred to therein, (ii) surrenders such Partnership
Units and all right, title and interest therein, and (iii) directs that the Cash
Amount or REIT Shares (both as defined in the Partnership Agreement) deliverable
upon exercise of the Redemption Right be delivered to the address specified
below, and if REIT Shares are to be delivered, such REIT Shares be registered or
placed in the name(s) and at the addresses specified below.

Dated:                                          ________________________________

Name of Limited Partner:

_________________________________________
(Signature of Limited Partner)

_________________________________________
(Street Address)

_________________________________________
_________________________________________
(City State Zip Code)

IF REIT Shares are to be issued, issue to:

_________________________________________
(Name)

_________________________________________
(Social Security or Identifying Number)

<PAGE>

                                    EXHIBIT N
                              KNOWLEDGE INDIVIDUALS

JPI - KNOWLEDGE INDIVIDUALS

Darin Cook                         Senior Vice President / Portfolio Manager

Kay Corse                          Regional Manager

Tresa Harting                      Vice President/Divisional Manager

Stacey Lecocke                     Regional Manager

Ben Montgomery                     Regional Asset Manager

Jennifer Roden                     Regional Manager

Colin Strong                       Senior Regional Asset Manager

BUYER'S KNOWLEDGE INDIVIDUALS

Paul O. Bower

Craig L. Cardwell

Randall Brown

<PAGE>

                                    EXHIBIT O

                   AGREEMENT REGARDING CONTRIBUTED PROPERTIES

      This Agreement Regarding Contributed Properties (the "Agreement") is made
as of this _____ day of _______________, _______ by and among EDUCATION REALTY
OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the "Partnership"),
EDUCATION REALTY TRUST, INC., a Maryland real estate investment trust and
general partner of the Partnership (the "General Partner"),
___________________________________ ("____________"), and each person listed on
the signature pages (and their successors and assigns) as a protected person
(individually a "Protected Person" and collectively, the "Protected Persons").

      WHEREAS, the Protected Persons are indirect partners in _____________,

      WHEREAS, pursuant to that certain Contribution Agreement dated as of
____________, _______, between _____________ and the Partnership (the
"Contribution Agreement") _____________ contributed to the Partnership (the
"Contribution") the Contributed Property and the Existing Loan (as such terms
are defined in the Contribution Agreement are herein referred to as the
"Contributed Property") with respect to the ________________ commonly known as
the ________________________ ("______________"), and more specifically described
in the Contribution Agreement.

      WHEREAS, all capitalized terms used herein and not defined shall have the
respective meanings ascribed to them in the Contribution Agreement.

      NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto mutually covenant and agree as follows:

      Section 1. Restrictions on Sale.

            (a) Subject to the exceptions set forth in paragraph (b) of this 0,
      the General Partner and the Partnership jointly and severally covenant,
      agree and guarantee that for a period of five (5) years from the date of
      the closing of the transaction contemplated by the Contribution Agreement,
      the Partnership will not transfer or dispose of or permit or suffer the
      transfer or disposition of any of its interest in the Contributed
      Property, directly or indirectly, voluntarily or involuntarily, by
      operation of law, by foreclosure or otherwise (a "Disposition") unless the
      Partnership pays the Protected Persons the Tax Damages Amount, if any,
      resulting from such Disposition. For purposes of this 0, subject to the
      exceptions set forth in paragraph (b) of this 0, a Disposition of an
      interest in the Contributed Property shall include any event or occurrence
      in which income or gain is recognized pursuant to, or as a result of,
      Section 704(c) directly or indirectly by the Protected Persons in excess
      of the income or gain allocable directly or indirectly to the Protected
      Persons for book purposes under 704(b) of the Code in accordance with the
      applicable statutes, regulations, and rules in effect on the date of this
      Agreement, including, but not limited to any voluntary or involuntary sale
      (including a foreclosure or transfer in lieu of foreclosure), assignment,
      transfer, exchange, contribution, merger, consolidation, distribution or
      other disposition or conveyance of all or any portion of, or of all or any
      portion of any direct or indirect interest in, the Contributed Property.
      Subject to the exceptions set forth in paragraph (b) of this 0, it shall
      also include income or gain allocable directly or indirectly to the
      Protected Persons due to reduction by the Partnership in the Protected
      Persons' direct or indirect share of Non-Recourse

<PAGE>

      Indebtedness (as defined in Treasury Regulation Section 1.704-2(b)(3) and
      as defined as qualified non-recourse financing under Treasury Regulation
      Section 1.465-27) under Section 731 of the Code, whether direct or
      indirect, voluntary or involuntary, by operation of law, by foreclosure or
      otherwise to an amount less than specified in Section 3.

            (b) The restrictions on a Disposition under paragraph (a) of this 0,
      including the requirement not to change the Protected Persons' direct or
      indirect share of Non-Recourse Indebtedness under Section 731 of the Code,
      shall not apply to events outside of the General Partner's and the
      Partnership's and their applicable Affiliates' control ("Non-Control
      Events"), such as a Disposition pursuant to a condemnation or eminent
      domain proceeding or other involuntary conversion. However, without
      limitation, Non-Control Events shall not include:

                  (i) financial inability to pay or perform any obligation;

                  (ii) a bankruptcy, insolvency, receivership or similar
            proceeding, or any Disposition resulting therefrom or any assignment
            for the benefit of creditors; or

                  (iii) a foreclosure.

            (c) The Partnership shall be entitled to exchange the Contributed
      Property in an exchange qualifying under Section 1031 provided that no
      gain is recognized for federal or state income tax purposes in or as a
      result of the exchange. Nothing in this 0 shall prevent the Partnership
      from (i) pledging or encumbering any of the Contributed Property or (ii)
      assigning, transferring or otherwise disposing of the Contributed
      Property, as applicable to a subsidiary 100% of the beneficial ownership
      interests of which is owned by the Partnership as long as such pledge,
      encumbrance or transfer does not result in the allocation of taxable
      income or gain to any Protected Person under Code Section 704(c) or due to
      reduction by the Partnership in the Protected Person's direct or indirect
      Share of Non-Recourse Indebtedness.

      Section 2. Tax Allocations. The Partnership shall use the traditional
method with curative allocations on sale (and not the remedial method) as
contemplated by Treasury Regulation ss.1.704-3(c) applied on a
property-by-property basis to allocate book-tax differences with respect to each
property included as the Contributed Property. In making allocations of income,
gain, loss, deduction, and credit, the General Partner of the Partnership shall
use the proration method in accordance with Section 706(d) of the Code.

      Section 3. Allocation of the Loans. Subject to future changes in
applicable law or an adverse determination by applicable tax authorities, so
long as a Protected Person holds Units constituting at least 25% of the Units
received by such Protected Person on account of the Contribution, the
Partnership shall maintain at all times during the term of this Agreement
Non-Recourse Indebtedness, without any prepayment or other reduction, in an
amount so that the Protected Persons' allocable share from the Partnership of
all "excess non-recourse liability" under Treasury Regulation Section 1.752-3(c)
shall be no less than the Protected Person' aggregate deficit capital account in
the Partnership as of the date of the Contribution.

<PAGE>

      Section 4. Tax Return Preparation. _____________ shall provide the
Partnership with such information relating to the Property, Protected Persons
and such other information and assistance as the Partnership may reasonably
request, in order to assist the Partnership in preparing its tax returns and
satisfying its obligations under this Agreement.

      Section 5. Tax Damages Amount.

            (a) If there is a Disposition described in 0 of this Agreement which
      requires payment of the Tax Damages Amount (a "Tax Event Disposition"),
      the Partnership shall pay to each Protected Person an amount (the "Tax
      Damages Amount") which shall be equal to the sum of X plus Y below.

                  (i) X shall be equal to the Tax Amount (as determined below).
            The Tax Amount determined as follows:

                        (1) The "Tax Amount" shall equal, as to each Protected
                  Person, the amount determined by multiplying the difference
                  between (i) the "Gain Amount" with respect to such property
                  allocated to such Protected Person and (ii) the cumulative
                  losses, if any, previously allocated to such Protected Person
                  by the Partnership with respect to the Units received in the
                  Contribution but only to the extent of such losses that would
                  be deductible dollar for dollar against the Gain Amount if
                  such losses were recognized in the same tax year as the Gain
                  Amount and such losses are not otherwise limited under Section
                  465, 469 or 704(d) of the Code, by the maximum combined
                  federal, state and local income tax rate applicable to such
                  income or gain (taking into account the amount and character
                  of the income and gain) for the taxable year of the Protected
                  Person in which the disposition occurs, irrespective of the
                  actual tax liability which may be incurred by the Protected
                  Person which recognizes such income or gain and without regard
                  to any Federal or state income tax attributes applicable to
                  the Protected Person, and reducing the resulting product by
                  the amount any credits, if any, allocated to such Protected
                  Person.

                        (2) The "Gain Amount" shall equal the sum of the
                  "Deferred Gain Amount" plus the "Section 752 Gain Amount."

                        (3) The "Deferred Gain Amount" shall equal the taxable
                  gain recognized by the Partnership upon a Tax Event
                  Disposition to be allocated directly or indirectly to the
                  Protected Person under Section 704(c) of the Code with respect
                  to the Contributed Property reduced by any gain resulting from
                  the Protected Person's prior direct or indirect voluntary or
                  involuntary disposition of Units.

                        (4) The "Section 752 Gain Amount" shall equal the amount
                  of taxable gain, if any, recognized by the Protected Person
                  under Section 752 and Section 731 of the Code as a direct
                  result of the reduction in the amount of the Non-recourse
                  Indebtedness resulting the Protected

<PAGE>

                  Person's prior direct or indirect voluntary or involuntary
                  disposition of Units.

                  (ii) Y shall be the reasonable expenses for the Protected
            Person associated with determining the Tax Amount, including,
            without limitation, attorney's and accountant's fees.

            (b) The Partnership shall notify Contributor in writing of a Tax
      Event Disposition within thirty (30) days after such Tax Event Disposition
      (such tenth day of such notice period being herein referred to as the
      "Notice Date"). On or before 30 days following the end of the tax year in
      which the Tax Event Disposition occurs, the Protected Person shall provide
      the Partnership such information as is reasonably available to the
      Protected Person regarding such Protected Person's adjusted tax basis in
      its interest in the Partnership as of the last day of the Partnership's
      taxable year immediately preceding the Tax Event Disposition. Within ten
      (10) days of the receipt of any information provided by the Protected
      Person pursuant to the immediately preceding sentence, the Partnership may
      reasonably request additional information necessary in connection with the
      computation of the Tax Damages Amount (the "Protected Person's
      Computational Information"). The Tax Damages Amount shall be paid by the
      Partnership to each Protected Person within ten (10) days after receipt of
      the Protected Person's Computational Information required to compute the
      Tax Damages Amount. Any late payment of such Tax Damages Amount shall bear
      interest at a rate equal to the lesser of (i) 10% per annum, compounded
      daily, or (ii) the highest rate permitted by applicable law.

            (c) Collection of the Tax Damages Amount (and any accrued interest
      thereon) shall be the Protected Persons' sole and exclusive remedy with
      respect to a Tax Event Disposition.

      Section 6. Representation and Warranty. The General Partner represents and
warrants that it has all right, power and authority to enter into and execute
this Agreement on behalf of the Partnership and on its own behalf and this
Agreement is binding on and enforceable against the Partnership and the General
Partner in accordance with its terms.

      Section 7. Successors. This Agreement shall be binding on the parties'
respective successors and assigns. References herein to the "Company" or the
"General Partners" shall include their respective successors.

      Section 8. Duration. Determination of liability with respect to the Tax
Amount shall be fixed upon the expiration of the statute of limitations for all
taxable years covered by the five-year lockup. The obligation to pay the Tax
Damages Amount will continue until the expiration of the statute of limitations
for collection of the Tax Damages Amount.

      Section 9. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas.

<PAGE>

      Section 10. Forum for Disputes. All disputes, litigation, proceedings or
other legal actions by a party to this Agreement in connection with or relating
to this Agreement or any matters described or contemplated in this Agreement
shall be instituted in the courts of the State of Texas sitting in Dallas
County, Texas or of the United States sitting in the Northern District of Texas.
Each party to this Agreement irrevocably submits to the exclusive jurisdiction
of the courts of the State of Texas sitting in Dallas County, Texas and of the
United States sitting in the Northern District of Texas in connection with any
such dispute, litigation, action or proceeding arising out of or relating to
this Agreement. Each party further agrees that any service of process or summons
in connection with any such dispute, litigation, action or proceeding may be
served on it by mailing a copy of such process or summons in the manner required
by applicable law.

      Section 11. Forum for Disputes. Any dispute, controversy, or claim arising
out of or in connection with, or relating to, this Agreement or any breach or
alleged breach hereof shall, upon request of any party involved, be submitted
to, and settled by, arbitration in the City of Dallas, Texas, pursuant to the
commercial arbitration rules then in effect of the American Arbitration
Association (or at any time or at any other place or under any other reform of
arbitration mutually acceptable to the parties so involved) with the
modifications to such rules that the arbitrators in any such proceeding shall
all be attorneys who have practiced in the area of federal income tax for not
less than 15 years and who are partners, shareholders or other comparable equity
holders in law firms with not less than 100 attorneys. Any award rendered shall
be final and conclusive upon the parties and a judgment thereon may be entered
in the highest court of the forum, state or federal, having jurisdiction. The
award to the prevailing party shall include such party's reasonable attorneys'
fees, costs and necessary disbursements, including costs of expert witnesses, in
the addition to any other relief to which such party may be entitled.

      Each party to this Agreement irrevocably waives to the fullest extent
permitted by applicable law, any defense or objection it may now or hereafter
have to the laying of venue of any proceeding relating to this Agreement or the
transactions contemplated by this Agreement brought in the courts of the State
of Texas sitting in Dallas County, Texas or of the United States sitting in the
Northern District of Texas and any claim that any proceeding under this
Agreement brought in any such court has been brought in an inconvenient forum.

EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN
ANY DISPUTE IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, ANY RELATED
AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREIN OR THEREIN, AND AGREES
TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

      Section 12. Attorney's Fees. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees, costs and necessary
disbursements in addition to any other relief to which such party may be
entitled.

      Section 13. Amendment. This Agreement may be amended only with the written
consent of the party against whom enforcement is sought.

<PAGE>

      Section 14. Further Action. Each party to this Agreement agrees to execute
such documents or instruments, and to take such action, as the other party may
reasonably request after the date hereof in order to effectuate and perfect the
indemnification contemplated hereby.

      Section 15. Entire Agreement. This Agreement embodies the entire agreement
and understanding of the parties hereto in respect of the subject matter
contained herein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first written above.

                             The Partnership:

                             EDUCATION REALTY OPERATING PARTNERSHIP, L.P., a
                             Delaware limited partnership

                             By: Education Realty Trust, Inc., its general
                                 partner

                                      By: ______________________________________

                                      Name: ____________________________________

                                      Title: ___________________________________

                             THE GENERAL PARTNER:

                             EDUCATION REALTY TRUST, INC.

                             By: _______________________________________________

                             Name: _____________________________________________

                             Title: ___________________________________________,

                             a __________________ Limited Partnership

                             By: ____________________________, its
                                 general partner

                                      By: ______________________________________

                                      Name: ____________________________________

                                      Title: ___________________________________

<PAGE>

                                      PROTECTED PERSONS:

                                      __________________________________________

                                      __________________________________________

                                      __________________________________________

                                      __________________________________________

                                      __________________________________________

                                      __________________________________________


<PAGE>

                                   SCHEDULE A

<PAGE>

                                    EXHIBIT P

                           LIQUIDITY OF LOAN DOCUMENTS

                            [COVER PAGE FOR 20 PAGES]

<PAGE>

                            REVOLVING LOAN AGREEMENT

      THIS REVOLVING LOAN AGREEMENT (this "Agreement"), is made this ____ day of
__________, 200___, by and between Education Realty Operating Partnership, LP, a
Delaware limited partnership (together with its successors and assigns,
"Lender"), and JPI Multifamily Investments L.P., a Delaware limited partnership
(together with its successors and assigns, "Borrower").

                        F A C T U A L B A C K G R O U N D

      In connection with the initial public offering of shares of Lender's
parent, Education Realty Trust, Inc. a Maryland corporation ("ERT") consummated
contemporaneously with the execution of this Agreement, Lender has agreed to
advance to Borrower certain sums, not to exceed $5,996,250 in the aggregate and
subject to other limitations as provided herein, secured by Borrower's limited
partnership interest in Lender.

                                A G R E E M E N T

      In consideration of the foregoing Recitals and the respective covenants,
agreements, representations and warranties contained in this Agreement, the
parties agree as follows:

                                    ARTICLE I

                          DEFINITIONS AND CONSTRUCTION

      1.1 DEFINITIONS. As used in this Agreement, the following terms shall have
the following definitions:

      "Advance" has the meaning set forth in Section 2.2.

      "Applicable Interest Rate" means a rate per annum equal to the greater of
(i) the applicable federal rate (as that term is defined in Section 1274(d) of
the Internal Revenue Code of 1986, as amended) for short-term obligations as
published by the Internal Revenue Service for the month in which this Agreement
is executed and delivered or (ii) the annualized dividend rate payable by
Education Realty Trust, Inc., a Maryland corporation, as determined by reference
to the initial payment of dividends by such company. Such rate, once determined,
shall apply to each Advance made pursuant to this Agreement.

      "Code" means the Uniform Commercial Code, as amended and as now in effect
in the State of Texas.

      "Collateral" means each of the following:

            (a) the Units, and

            (b) the proceeds (other than those delivered to Borrower) and
      products, whether tangible or intangible, of any of the foregoing,
      including money, deposit accounts or other tangible or intangible property
      resulting from the sale, exchange, collection or other disposition of the
      Units, or any portion thereof or interest therein, and the proceeds
      thereof.

      "Person" means and includes natural persons, corporations, limited
liability companies, limited partnerships, general partnerships, limited
liability partnerships, joint ventures, trusts, land trusts, business trusts or
other organizations irrespective of whether they are legal entities, and
governments and agencies and political subdivisions thereof.

<PAGE>

      "Obligations" means the Revolving Note, the Collateral Assignment of
Partnership Interest and Security Agreement and this Revolving Loan Agreement
and all interest, principal, charges, expenses, fees or other sums chargeable to
Borrower under any of such agreements.

      "Pledge Agreement" means that certain Collateral Assignment of Partnership
Interest and Security Agreement of even date made by Borrower in favor of Lender
substantially in the form of Exhibit "A" pursuant to which Borrower has pledged
its Units as such may be amended or modified from time to time.

      "Related Documents" means the Revolving Note, the Pledge Agreement, the
Supplemental Documents, and the UCC financing statements and all other documents
necessary to perfect the security interests in the Collateral granted to Lender,
as such documents may be amended or modified from time to time.

      "Supplemental Documents" means all other agreements, instruments and
documents and other written matter necessary or reasonably requested (now or
hereafter) by Lender to perfect and keep perfected Lender's security interest in
the Collateral.

      "Units" means all limited partnership units in Lender held by Borrower.

                                   ARTICLE II

                                 REVOLVING LOAN

      2.1 COMMITMENT. Upon the terms and subject to the conditions set forth in
this Agreement and in reliance upon the representations and warranties of
Borrower herein set forth, Lender hereby agrees to lend to Borrower and Borrower
may borrow and re-borrow from time to time during the period (the "Revolving
Commitment Period") commencing on the Closing Date and ending on the later of 30
days following the registration of the shares receivable upon conversion of the
Units or fourteen months after the date of this document (the "Revolving Loan
Maturity Date"), such amounts (the amounts borrowed under the Revolving Loan
being referred to, singly or collectively, as an "Advance" or as "Advances") as
Borrower may request up to the aggregate amount of $5,996,250 (the "Revolving
Loan"). Notwithstanding the foregoing, Lender shall only be required to make an
Advance if and to the extent that, after giving effect to such Advance, the
aggregate principal amount of all Advances outstanding after giving effect to
such Advance does not exceed the lesser of (i) $5,996,250 or (ii) Seventy Five
Percent (75%) of the value of Units on the date of such Advance with the value
of such Units being equal to the value of Shares of ERT into which such Units
would be converted if the Units were then convertible into Shares of ERT (the
"Revolving Commitment Limit.)

      2.2 ADVANCES. Each Advance shall be in an amount not less than $10,000.
Advances will be made only on Business Days. Borrower may request an Advance
under this Section 2.2 by written notice received by Lender at least five
Business Days before the date of the proposed Advance. Each Notice to Lender
shall further specify the date and the aggregate principal amount of the
proposed Advance and the bank and the account number to which the funds should
be transferred and shall be executed by Borrower.

      2.3 REVOLVING COMMITMENT PERIOD. Lender agrees to make Advances to
Borrower, on the terms and subject to the limitations set forth herein, during
the Revolving Commitment Period. Lender's commitment to make the Revolving Loan
shall terminate on the Revolving Loan Maturity Date or the earlier occurrence of
any Event of Default.

<PAGE>

      2.4 REVOLVING NOTE. The Advances and Borrower's obligation to pay interest
thereon shall be evidenced by a promissory note (the "Revolving Note") in the
form of Exhibit "A" hereto. Upon making each Advance, and upon receipt of each
payment of principal of an Advance, Lender shall, and is hereby authorized to,
make a notation on a schedule attached to the Revolving Note of the amount and
date of the Advance or payment, and the aggregate unpaid principal balance shown
on the schedule shall be presumed to be correct in the absence of manifest
error. Lender's failure to make the correct notation with respect to an Advance
or with respect to any payment of principal shall not limit or otherwise affect
Borrower's obligations hereunder and under the Revolving Note to repay the
Advance actually outstanding.

      2.5 ALL ADVANCES TO CONSTITUTE ONE LOAN. All Advances shall constitute one
loan and all Obligations shall constitute one general obligation secured by
Lender's security interest in all of the Collateral. All of the rights of Lender
in this Agreement or the Revolving Note shall apply to any modification of or
supplement to this Agreement.

                                   ARTICLE III

                                   COLLATERAL

      3.1 Security Interest. To secure payment and performance of the
Obligations, Borrower hereby grants to Lender a continuing first priority
security interest in all Collateral pursuant to the Collateral Assignment of
Partnership Interest and Security Agreement of even date. From time to time, and
subject to Lender's prior approval, Borrower may substitute as collateral for
the Units property of equal or greater value acceptable to Lender. In addition,
Borrower may, at Borrower's election at any time and from time to time agree to
guarantee payment of up to twenty five percent (25%) of the aggregate amount of
Advances then outstanding under this Agreement. Until all of the Obligations
have been fully satisfied, the security interest in and against the Collateral
shall continue in full force and effect. Lender's security interest in the
Collateral shall attach to the Collateral without further action by Lender or
Borrower.

      3.2 Supplemental Documents; Power of Attorney. At Lender's request,
Borrower shall execute or deliver to Lender, at any time or times hereafter,
such Supplemental Documents, or any substitute note, as Lender may reasonably
request, in form and substance reasonably acceptable to Lender and Borrower.
Borrower hereby irrevocably makes, constitutes and appoints Lender (and all
Persons designated by Lender for that purpose) as Borrower's true and lawful
attorney (and agent-in-fact) with power to, after the occurrence of a default,
(a) sign the name of Borrower on any of the Supplemental Documents to which it
is a party and to deliver those Supplemental Documents to such Persons as
Lender, in its sole discretion, may elect, (b) at any time that an Event of
Default has occurred and is continuing, endorse Borrower's name on any checks,
notes or other forms of payment or security, (c) at any time that an Event of
Default has occurred and is continuing, settle and adjust disputes and claims
respecting the Collateral directly with claimants, for amounts and upon terms
that Lender determines to be reasonable, and Lender may cause to be executed and
delivered any documents and releases that Lender determines to be necessary and
(d) do all things necessary or appropriate to carry out the terms of this
Agreement, all without notice to Borrower. Borrower ratifies and approves all
acts of any such attorney and agrees that neither Lender nor any such attorney
will be liable to Borrower for any acts, omissions, error of judgment or mistake
of fact or law, unless any of the foregoing are occasioned by the gross
negligence or willful misconduct of Lender or of any such attorney. The
foregoing power of attorney, being coupled with an interest, is irrevocable
until the Obligations have been fully satisfied.

<PAGE>

                                   ARTICLE IV

                         EVENTS OF DEFAULT AND REMEDIES

      4.1 Events of Default. The occurrence of any one of the following shall
constitute an "Event of Default" hereunder:

            (a) the failure of Borrower to pay any part of the principal of, or
      interest on the Revolving Note when due within ten (10) days from the date
      delivery is made to Borrower of written notice of non-payment, whether at
      quarterly payment, stated maturity, by acceleration, or otherwise;

            (b) the continuance of a breach or default by Borrower in the
      performance or observance of any other covenant, agreement or condition
      contained in this Agreement or any Related Document fifteen (15) days the
      date of delivery is made to the Borrower of written notice of such default
      or breach;

            (c) Borrower (i) applies for or consents to the appointment of, or
      the taking of possession by, a receiver, custodian, trustee or liquidator
      of all or part of the Collateral, (ii) is generally unable to pay its
      debts as they become due, (iii) makes a general assignment for the benefit
      of its creditors, (iv) commences a voluntary case under the Bankruptcy
      Code (as now or hereafter in effect), (v) files a petition seeking to take
      advantage of any other law providing for the relief of debtors, (vi) fails
      to controvert in a timely or appropriate manner, or acquiesces in writing
      to, any petition filed against it in an involuntary case under the
      Bankruptcy Code, (vii) admits in writing its inability to pay its debts
      generally as they become due, (viii) takes any action under the laws of
      its jurisdiction of organization analogous to any of the foregoing or (ix)
      takes any requisite action for the purpose of effecting any of the
      foregoing;

            (d) a proceeding or case is commenced, without the application or
      consent of Borrower in any court of competent jurisdiction, seeking (i)
      the reorganization or readjustment of its debts, (ii) the appointment of a
      trustee, receiver, custodian, liquidator or the like of it or of all or
      any part of the Collateral or (iii) similar relief in respect of it, under
      any law providing for the relief of debtors, and the proceeding or case
      continues undismissed, or unstayed and in effect, for a period of 90 days
      against Borrower; or

            (e) the Collateral or any portion thereof, is attached, seized,
      subject to a writ of distress warrant, or levied upon, or comes into the
      possession of any receiver, trustee, custodian or assignee for the benefit
      of creditors without being vacated, stayed, dismissed or set aside within
      90 days after the occurrence thereof.

      4.2   REMEDIES UPON AN EVENT OF DEFAULT.

            (a) Upon the occurrence of any Event of Default, the Obligations
      shall automatically become immediately due and payable, without
      presentment, demand, notice, declaration, protest or other requirements of
      any kind, all of which are hereby expressly waived by Borrower, and Lender
      shall have, in addition to all other rights provided herein including all
      rights and remedies of a secured party under the Code, the right to do any
      one or more of the following, all of which are authorized by Borrower:

                  (i) Exercise or pursue any right or remedy provided for in
            this Agreement or any Related Document;

<PAGE>

                  (ii) Cease advancing money or extending credit to or for
            Borrower's benefit under this Agreement, under the Revolving Note,
            or under any other agreement between Borrower and Lender;

                  (iii) Terminate this Agreement as to any future liability or
            obligation of Lender, but without affecting Lender's rights and
            security interests in the Collateral and without affecting the
            Obligations;

                  (iv) Without notice to or demand upon Borrower, make such
            payments and do such acts as Lender considers necessary or
            reasonable to protect its security interests in the Collateral;

                  (v) Sell the Collateral at either a public or private sale, or
            both, by way of one or more contracts or transactions, for cash or
            on terms, in a manner and at locations (including Borrower's
            premises) Lender determines are commercially reasonable. It is not
            necessary that the Borrower or the Collateral be present at any
            sale;

                  (vi) Lender shall give notice of the disposition of the
            Collateral as follows:

                        (1) Lender shall give Borrower and each holder of a
security interest in the Collateral who has filed with Lender a written request
for notice, a notice in writing of the time and place of public sale, or, if the
sale is a private sale or any disposition other than a public sale, then the
time on or after which the private sale or other disposition is to be made;

                        (2) The notice shall be personally delivered or mailed,
postage prepaid, to Borrower, at least 10 days before the date fixed for the
sale, or at least 10 days before the date on or after which the private sale or
other disposition is to be made; no notice needs to be given prior to the
disposition of any portion of the Collateral that is perishable or threatens to
decline speedily in value or that is of a type customarily sold on a recognized
market. Notice to Persons other than Borrower claiming an interest in the
Collateral shall be sent to such addresses as they have furnished to Lender; and

                        (3) If the sale is to be a public sale, Lender also
shall give notice of the time and place by publishing a notice one time at least
10 days before the date of the sale in a newspaper of general circulation in the
county in which the sale is to be held;

                  (xi) Lender may credit bid and purchase at any public sale;
and

                  (xii) Any excess will be returned, without interest and
subject to the rights of third Persons, by Lender to Borrower.

            (b) Lender's rights and remedies under this Agreement, the Revolving
Note and all other agreements shall be cumulative. Lender shall have all other
rights and remedies not inconsistent herewith as provided under the Code, by
law, or in equity. No exercise by Lender of one right or remedy shall be deemed
an election, and no waiver by Lender of any Event of Default shall be deemed a
continuing waiver unless so specified in writing by Lender in its sole and
absolute discretion. No delay by Lender shall constitute a waiver, election or
acquiescence by it.

<PAGE>
                                    ARTICLE V

                                      TERM

      This Agreement shall continue in full force and effect until all of the
Borrower's Obligations have been fully satisfied.

                                   ARTICLE VI

                                  MISCELLANEOUS

      6.1 AMENDMENTS, ETC. No amendment or waiver of any provision of this
Agreement or the Revolving Note shall in any event be effective unless it shall
be in writing and signed by Lender (or, in the case of amendments, signed by
both Lender and Borrower) and then the waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.

      6.2 Notices. Except as otherwise provided for herein, all notices and
other communications provided for hereunder shall be in writing and mailed or
delivered, if to Borrower, at:

      if to Borrower             JPI Multifamily Investments L.P.
                                 600 East Las Colinas Blvd., Suite 1800
                                 Irving, Texas 75039
                                 Attn:  ________________________

                                 ________________________________
                                 Fax No.: (972) 556-6934

      with a copy to:            Munsch Hardt Kopf & Harr, P.C.
                                 4000 Fountain Place
                                 1445 Ross Avenue
                                 Dallas, Texas  75202-2790
                                 Attn:  Gregg Cleveland
                                 Fax No: (214) 978-4364

      and if to Lender, at       Education Realty Operating Partnership, LP
                                 530 Oak Court Drive, Suite 300
                                 Memphis, Tennessee 38117
                                 Attn: Paul O. Bower
                                 Fax No.: (901) 259-2594

      with a copy to:            Morris, Manning & Martin, L.L.P.
                                 1600 Atlanta Financial Center
                                 3343 Peachtree Road, N.E.
                                 Atlanta, Georgia  30326
                                 Fax No.: (404) 365-9532

or, as to each party, at such other address as designated by that party in a
written notice to the other party. All notices and communications shall be
deemed to have been validly served, given or delivered (i) three Business Days
following deposit in the United States mail via certified or registered mail,
return receipt requested, with proper postage prepaid; (ii) upon delivery if
delivered by hand to the party to be notified; or (iii) the following day if
sent by a nationally recognized overnight courier service.

<PAGE>

      6.3 No Waiver; Remedies. No failure on the part of Lender to exercise, and
no delay in exercising, any right hereunder shall operate as a waiver thereof;
nor shall any single or partial exercise of any right hereunder preclude any
other or further exercise thereof or the exercise of any other right. The
remedies herein provided are cumulative and not exclusive of any remedies
provided by law or in the Related Documents.

      6.4 Costs. In addition to the unpaid principal and accrued interest due
and payable hereunder and under the Revolving Note, Borrower shall pay Lender,
all reasonable costs and expenses, if any, including reasonable attorneys fees
in connection with the enforcement of the terms of this Agreement and the
Revolving Note.

      6.5 Binding Effect. This Agreement shall be binding upon and inure to the
benefit of Borrower and Lender and their respective successors and assigns.

      6.6 Severability. Wherever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is prohibited by or
invalid under applicable law, that provision shall be ineffective to the extent
of the prohibition or invalidity, without invalidating the remainder of the
provision or the remaining provisions of this Agreement.

      6.8 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the internal laws (as opposed to conflicts of law provisions)
of the State of Texas.

      6.9 Venue. Borrower and Lender agree that any claim or suit between or
among the parties involving this Agreement or the Related Documents or any
transactions contemplated hereby or thereby shall be brought in and decided by
the state or federal courts located in the County of Dallas, Texas.

      6.10 Section Titles. The section titles contained in this Agreement are
for convenience only and shall be without substantive meaning or content of any
kind whatsoever.

      6.11 Multiple Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which will
constitute one and the same instrument.

      6.12 Captions; Gender. The descriptive headings of the Sections of this
Agreement are inserted for convenience only and shall not affect the meaning,
construction or interpretation of any of the provisions hereof. The use of the
neuter form of a pronoun shall be deemed, where appropriate, to include the
masculine and feminine forms of such pronoun.

      6.13 Entire Agreement. The parties agree that this Agreement, together
with the exhibits and schedules attached hereto and all of the Related Documents
delivered as of the date hereof to Lender coincident with this Agreement,
represent the entire agreement and understanding of the parties with reference
to the transactions contemplated herein.

            (THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.)

<PAGE>
IN WITNESS WHEREOF, this Loan Agreement has been duly executed as of the day and
year first written above.

                                 LENDER:

                                 EDUCATION REALTY OPERATING
                                 PARTNERSHIP, LP, a Delaware limited partnership

                                 By:  EDUCATION REALTY OP GP, INC.
                                      its General Partner

                                 By:  ____________________________________
                                 Name: __________________________________
                                 Title: _________________________________

                                 BORROWER:

                                 JPI MULTIFAMILY INVESTMENTS L.P., a Delaware
                                 limited partnership

                                 By:  New GP, LLC
                                      its General Partner

                                 By: ____________________________________
                                 Name: _________________________________
                                 Title: ________________________________

<PAGE>

                       SECURED NON-RECOURSE REVOLVING NOTE

$5,996,250.00                                    ______________ County, ________
                                                            ________ ___, 200___

      FOR VALUE RECEIVED, the undersigned, JPI Multifamily Investments L.P., a
Delaware limited partnership ("Borrower"), hereby promises to pay to the order
of Education Realty Operating Partnership, LP, a Delaware limited partnership
with its principal place of business at 530 Oak Court Drive, Suite 300, Memphis,
Tennessee 38117 ("Lender"), the principal sum of Five Million Nine Hundred
Ninety Six Thousand Two Hundred Fifty Dollars ($5,996,250.00) or so much thereof
as may be outstanding from time to time pursuant to the Revolving Loan
Agreement, together with interest thereon at the rates and commencing at the
times and pursuant to the terms hereinafter provided until this Revolving Note
is paid in full.

      1. TERMS. Capitalized terms used herein without definition have the
meanings ascribed to them in the Revolving Loan Agreement of even date herewith
(as amended from time to time in accordance with the terms thereof, the
"Revolving Loan Agreement"), by and between Borrower and Lender.

      2. PRINCIPAL AND INTEREST PAYMENTS. Advances made from time to time under
this Revolving Note shall bear interest from the date of the Advance (computed
on the basis of a 365-day year for the actual number of days occurring in the
period for which such interest is payable) at a rate per annum equal to the
Applicable Interest Rate on the principal amount from time to time remaining
unpaid. Interest hereunder shall be payable quarterly with each such payment on
the day that is five (5) business days following the payment of the regular
quarterly dividend by Education Realty Trust, Inc., a Maryland corporation. Any
outstanding principal and accrued but unpaid interest not theretofore paid shall
be due and payable in full on the Revolving Loan Maturity Date.

      3. NON-RECOURSE NOTE. This Note is secured by a pledge by Borrower of its
partnership interests in Lender pursuant to that certain Collateral Assignment
of Partnership Interest and Pledge Agreement of even date (the "Collateral
Assignment"). Unless Borrower shall exercise Borrower's option to guarantee a
portion of the indebtedness represented by this Note in accordance with the
Revolving Loan Agreement, in the event of non-payment by Borrower under this
Note, the sole recourse of Lender with respect to the indebtedness represented
by this Revolving Note shall be against the collateral pledged pursuant to the
Collateral Assignment and distributions with respect to such collateral and
Borrower shall have no liability from, under or with respect to this Note in
excess of such amounts.

      4. PAYMENTS AND COMPUTATIONS. All payments on account of the indebtedness
evidenced by this Revolving Note shall be made in lawful money of the United
States and shall be first applied to interest due and the remainder to any
principal outstanding. All computations of interest shall be made by Lender on
the basis of a 365-day year for the actual number of days occurring in the
period for which interest is payable. Payments shall be made at the principal
place of business of Lender.

<PAGE>

      5. APPLICABLE LAW. Borrower represents and agrees that this instrument and
the rights and obligations of all parties hereunder shall be governed by and
construed under the laws of the State of Texas, without regard to the conflicts
of law principles.

      6. SEVERABILITY. If any portion of any provision or provisions, of this
Revolving Note is found by a court of law to be in violation of any applicable
local, state or federal ordinance, statute, law, administrative or judicial
decision, or public policy, then such portion, provision or provisions shall be
given force to the fullest possible extent that they are legal, valid and
enforceable, that the remainder of this Revolving Note shall be construed as if
the illegal, invalid, unlawful, void or unenforceable portion, provision or
provisions were not contained.

      7. SEVERABILITY AND SAVINGS CLAUSE. Notwithstanding any other provision of
this Revolving Note or any other agreement between Borrower and Lender, nothing
herein shall require Borrower to pay, or the holder of this Revolving Note to
accept, interest in an amount which subjects the holder to any penalty or
forfeiture under applicable law, and in no event shall the total of all charges
payable hereunder (whether of interest or of such other charges which may or
might be characterized as interest) exceed the maximum rate permitted to be
charged under applicable law. If Lender or any other holder of this Revolving
Note receives any payment which is or would be in excess of that permitted to be
charged under applicable law, the payment shall have been, and shall be deemed
to have been, made in error and shall be held as additional cash collateral for
the indebtedness evidenced by this Revolving Note.

      8. INCORPORATION BY REFERENCE. This Revolving Note is the Revolving Note
referred to in the Revolving Loan Agreement and has been executed and delivered
pursuant to, is entitled to the benefits of, and shall be governed by, the terms
and conditions of the Revolving Loan Agreement, which are expressly incorporated
herein by this reference.

      9. WAIVER. Borrower and its successors and assigns waive demand,
presentment for payment, notice of dishonor, protest and notice of protest,
notice of intent to accelerate and notice of acceleration, diligence in
collecting or bringing suit against any party hereto and all other notices other
than as expressly provided in the Revolving Loan Agreement, and agree to all
extensions, renewals, indulgences, releases or changes which from time to time
may be granted by the holder hereof and to all partial payments hereon, with or
without notice before or after maturity.

      10. NOTICES. All notices and communications pursuant to or in respect of
this Revolving Note shall be given in accordance with the Revolving Loan
Agreement.

      11. TIME IS OF THE ESSENCE. Time is of the essence as to all dates set
forth herein and in the Revolving Loan Agreement.

            (THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK).

<PAGE>

      Borrower has executed and delivered this Revolving Note as of the day and
year first set forth above.

                                 BORROWER:

                                 JPI MULTIFAMILY INVESTMENTS, L.P., a Delaware
                                 limited partnership

                                 By: New GP, LLC,
                                     its General Partner

                                 By: ____________________________________
                                 Name: ____________________________________
                                 Title: ____________________________________
                                 Fax No: ___________________________________

<PAGE>

                            COLLATERAL ASSIGNMENT OF

                    PARTNERSHIP INTEREST AND PLEDGE AGREEMENT

      THIS COLLATERAL ASSIGNMENT OF PARTNERSHIP INTEREST AGREEMENT AND PLEDGE
AGREEMENT ("Agreement") is executed this ____ day of ____________, 200___ by and
between JPI Multifamily Investments L.P., a Delaware limited partnership (the
"Pledgor") and Education Realty Operating Partnership, LP, a Delaware limited
partnership (the "Pledgee").

                               FACTUAL BACKGROUND

      Pledgor owns ________________ (_____) units of limited partnership
interest (the "Units") in Pledgee. To induce Pledgee to enter into that certain
Revolving Loan Agreement of even date herewith (the "Revolving Loan Agreement")
by and among Pledgee (as Lender) and Pledgor (as Borrower), Pledgor has agreed
to secure all borrowings under the Revolving Loan Agreement and to grant Pledgee
a security interest in and with respect to all of the Units. Capitalized terms
used but not defined herein shall have the meaning ascribed to such terms in the
Revolving Loan Agreement.

      NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein, the parties covenant and agree as follows:

      1.    AGREEMENT TO PLEDGE.

      (a) Pledge. As collateral security for payment and performance in full of
all the Obligations (as defined below), Pledgor hereby pledges, hypothecates,
assigns, transfers, sets over and delivers unto Pledgee, and hereby grants to
Pledgee, a continuing security interest in all of the Units, and all proceeds
thereof in whatever form and all cash, additional securities or other property
at any time and from time to time receivable or otherwise distributed in respect
of or in exchange for any or all of such Units and other membership and
ownership interests (such membership and ownership interests, securities,
proceeds thereof, cash, additional securities and other property are hereinafter
collectively referred to as the "Pledged Securities").

      (b) Obligations Secured. This Pledge Agreement is made, and the security
interests created hereby is granted to the Pledgee to secure prompt payment and
performance when due of all liabilities of Pledgor under that certain Secured
Non-Recourse Revolving Note of even date issued by Pledgor to Pledgee, that
certain Revolving Loan Security Agreement of even date between Pledgor as
Borrower and Pledgee as Lender and under this Agreement (all such liabilities
and obligations of Pledgor being the "Obligations").

      (c) Proceeds of Pledged Securities. After a default, if the Pledgor shall
become entitled to receive or shall receive, in connection with any of the
Pledged Securities, any:

            (i) Certificate representing such Pledged Securities, including but
      not limited to any certificate representing a dividend or in connection
      with any increase or reduction of capital, reclassification, merger,
      consolidation, sale of assets, combination of shares, stock split,
      spin-off or split-off;

            (ii) Option, warrant, or right, whether as an addition to or in
      substitution or in exchange for any of the Pledged Securities, or
      otherwise;

<PAGE>

            (iii) Dividend or distribution payable in property, including
      securities issued by other than the issuer of any of the Pledged
      Securities; or

            (iv) Dividends or distributions of any sort, then:

the Pledgor shall accept the same as the Pledgee's agent, in trust for the
Pledgee, and shall deliver them forthwith to the Pledgee in the exact form
received with, as applicable, the Pledgor's endorsement when necessary, or
appropriate stock powers duly executed in blank, to be held by the Pledgee,
subject to the terms hereof, as part of the Pledged Securities.

      (d) Sale Upon Default. Upon the occurrence of an Event of Default, the
Pledgee may, without demand of performance or other demand, advertisement, or
notice of any kind (except the notice specified below of time and place of
public or private sale) to or upon the Pledgor or any other person (all of which
are, to the extent permitted by law, hereby expressly waived), forthwith realize
upon the Pledged Securities or any part thereof, and may forthwith, or agree to,
retain the Pledged Securities in satisfaction of the Obligations, or sell or
otherwise dispose of and deliver the Pledged Securities or any part thereof or
interest therein, in one or more parcels at public or private sale or sales, at
any exchange, broker's board or at any of the Pledgee's offices or elsewhere, at
such prices and on such terms (including, but without limitation, a requirement
that any purchaser of all or any part of the Pledged Securities purchase the
shares constituting the Pledged Securities for investment and without any
intention to make a distribution thereof) as he may deem best, for cash or on
credit, or for future delivery without assumption of any credit risk, with the
right to the Pledgee or any purchaser to purchase upon any such sale the whole
or any part of the Pledged Securities free of any right or equity of redemption
in the Pledgor, which right or equity is hereby expressly waived and released.

      (e) Application of Sale Proceeds. The proceeds of any such disposition or
other action by the Pledgee shall be applied as follows:

            (i) First, to the reasonable costs and expenses incurred in
      connection therewith or incidental thereto or to the care or safekeeping
      of any of the Pledged Securities or in any way relating to the rights of
      the Pledgee hereunder, including reasonable attorneys' fees and legal
      expenses;

            (ii) Second, to the repayment of the Obligations;

            (iii) Third, to the payment of any other amounts required by
      applicable law; and

            (iv) Fourth, to the Pledgor to the extent of any surplus proceeds.

      (f) Power of Attorney. The Pledgee shall have the right, for and in the
name, place and stead of the Pledgor, and the Pledgor has granted Pledgee power
of attorney, as set forth in the Revolving Loan Agreement, to execute
endorsements, assignments or other instruments of conveyance or transfer with
respect to all or any of the Pledged Securities.

      (g) Private Sale. The Pledgor recognizes that the Pledgee may be unable to
effect a public sale of all or a part of the Pledged Securities and may be
compelled to resort to one or more private sales to a restricted group of
purchasers who will be obligated to agree, among other things, to acquire the
Pledged Securities for their own account, for investment

<PAGE>

and not with a view to the distribution or resale thereof. The Pledgor
acknowledges that any such private sales may be at prices and on terms less
favorable to the Pledgee than those of public sales, and agrees that such
private sales shall be deemed to have been made in a commercially reasonable
manner and that the Pledgee has no obligation to delay sale of any Pledged
Securities to permit the issuer thereof to register such Pledged Securities for
public sale under the Securities Act of 1933.

      2.    NOTICES IN REGARD OF PLEDGED SECURITIES.

      The Pledgor will promptly deliver to the Pledgee all written notices, and
will promptly give the Pledgee written notice of any other notices, received by
him with respect to Pledged Securities, and the Pledgee will promptly give like
notice to the Pledgor of any such notices received by him or his nominee.

      3.    FURTHER ASSURANCES.

      The Pledgor shall at any time, and from time to time, upon the written
request of the Pledgee, execute and deliver such additional documents,
conveyances, assignments, agreements and instruments and do such further acts
and things as the Pledgee may reasonably request to effect the purposes of this
Agreement.

      4.    POWER OF ATTORNEY.

      Pursuant to the terms of the Revolving Loan Agreement, the Pledgor has
appointed the Pledgee as the Pledgor's attorney-in-fact for the purpose of
carrying out the provisions of this Agreement and taking any action and
executing any instrument which either may deem necessary or advisable to
accomplish the purposes hereof after the occurrence of a default. Without
limiting the generality of the foregoing, after a default the Pledgee shall have
the right and power to receive, endorse and collect all checks and other orders
for the payment of money made payable to the Pledgor representing any interest
or dividend or other distribution payable in respect of the Pledged Securities
or any part thereof and to give full discharge for the same.

      4.    NON-RECOURSE .

      Unless Pledgor shall exercise Pledgor's option to guarantee a portion of
the indebtedness represented by this Note in accordance with the Revolving Loan
Agreement, the sole recourse of Lender with respect to the Obligations shall be
against the collateral pledged pursuant to this Agreement and Borrower shall
have no liability in excess of such amounts.

      5.    TERMINATION.

      This Agreement shall terminate upon termination of all the Obligations, at
which time the Pledgee will, upon Pledgor's written request execute and deliver
to the Pledgor such documents as the Pledgor shall reasonably request to
evidence the termination of the security interests or release of the Pledged
Securities, as the case may be.

      6.    GENERAL.

            (a) Beyond the exercise of reasonable care to assure the safe
custody of the Pledged Securities while held hereunder, the Pledgee shall have
no duty or liability to preserve

<PAGE>

rights pertaining thereto and shall be relieved of all responsibility for the
Pledged Securities upon surrendering it or them or tendering surrender of it or
them to the Pledgor.

            (b) No course of dealing between the Pledgor and the Pledgee, nor
any failure to exercise, nor any delay in exercising, any right, power or
privilege of the Pledgee hereunder shall operate as a waiver thereof; nor shall
any single or partial exercise of any right, power or privilege hereunder or
thereunder preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.

            (c) The rights and remedies provided herein are cumulative and are
in addition to and not exclusive of any rights or remedies provided by law,
including, but without limitation, the rights and remedies of a secured party
under the Uniform Commercial Code.

            (d) The provisions of this Agreement are severable, and if any
clause or provision shall be held invalid or unenforceable in whole or in part
in any jurisdiction, then such invalidity or unenforceability shall affect only
such clause or provision or part thereof in such jurisdiction and shall not in
any manner affect such clause or provision in any other jurisdiction or any
other clause or provision in this Agreement in any jurisdiction.

            (e) Any notice required or permitted by this Agreement shall be
effective if mailed, postage prepaid, by registered or certified mail, return
receipt requested, or if delivered to the Pledgor or Pledgee at their addresses
specified below, or at such other addresses as the Pledgor or the Pledgee may
theretofore have designated in writing and given in like manner to the other.

            (f) This Agreement shall inure to the benefit of and shall be
binding upon the successors and assigns of the parties hereto.

            (g) This Agreement shall be construed in accordance with the
substantive law of the State of Texas without regard to principles of conflicts
of law and is intended to take effect as an instrument under seal.

            IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date and year first above written.

                                                             PLEDGOR:

Signed, sealed, sworn to and delivered in the
presence of:

                                            JPI MULTIFAMILY INVESTMENTS, L.P., a
_____________________________________       Delaware limited partnership
Witness

                                            By:  New GP, LLC
                                            its General Partner
_____________________________________
Notary Public                               By:_________________________________
                                            Name:_______________________________
Notarized this _____ day of ________, 20___.Title:______________________________

My commission expires: _____________        Address: ___________________________
                                                     ___________________________
                                                     ___________________________

            (NOTARIAL SEAL)

<PAGE>

Signed, sealed, sworn to and delivered in the   PLEDGEE:
presence of:

                                              EDUCATION REALTY OPERATING
_________________________________             PARTNERSHIP, LP
Witness

                                              By: Education Realty OP GP, Inc.,
                                                  its General Partner

Notary Public                                 ____________________________[SEAL]

                                              Name: ____________________________
Notarized this _____ day of ________, 20__.   Title: ___________________________

My commission expires:                        Address: _________________________
                                                       _________________________
                                                       _________________________

      (NOTARIAL SEAL)

<PAGE>

                                   SCHEDULE I

                            Number and Description of

Issuer                           Pledged Securities               Name of Holder
------                           ------------------               --------------

<PAGE>

                                    EXHIBIT Q

                                      DEED

                            [COVER PAGE FOR 4 PAGES]
<PAGE>

WHEN RECORDED RETURN TO:

                              SPECIAL WARRANTY DEED

For valuable consideration, the receipt and sufficiency of which are
acknowledged, Jefferson Commons - Tucson Phase II Limited Partnership, a
Delaware limited partnership ("GRANTOR"), conveys to _________________, a
________________ ("GRANTEE"), the following real property situated in Pima
County, Arizona, together with all appurtenant interests, benefits, rights, and
privileges and any improvements located thereon (collectively, the "PROPERTY").

      See Exhibit "A" attached hereto and incorporated by this reference

Subject to all matters of record, all matters that would be disclosed by an
accurate ALTA/ACSM Survey or physical inspection of the Property, and all
non-delinquent taxes and assessments, Grantor agrees to warrant and defend
Grantee's title to the Property against the acts of Grantor, but none other.

                                      DATED as of ___________, 2004
                                                  "GRANTOR"

                                  JEFFERSON COMMONS - TUCSON PHASE II LIMITED
                                  PARTNERSHIP, a Delaware limited partnership

                                  By: JC - Tucson LLC, a Delaware limited
                                      liability company

                                      By: ___________________________________
                                          Its: ______________________________

STATE OF TEXAS            )
                          ) ss.
COUNTY OF DALLAS          )

The foregoing instrument was acknowledged before me this ___ day of ________,
2004, by _____________________, the ______________________ of _________________,
a ___________________ for the purposes therein contained


                                          _____________________________
                                          Notary Public
                                          My Commission Expires:
                                          _____________________________

<PAGE>

                (ABOVE SPACE RESERVED FOR RECORDER OF DEEDS' USE)

Document Title:                     Special Warranty Deed
Document Date:                      ____________________, 2004
Grantor Name:                       Jefferson Commons - Columbia, L.P.
Grantee Name:                       _________________________________________
Grantee Address:                    _________________________________________
Legal Description:                  See Exhibit A attached
Reference Book and Page:            N/A

                              SPECIAL WARRANTY DEED

      THIS SPECIAL WARRANTY DEED (this "Deed") is made on the ______ day of
__________, 2004, by and between JEFFERSON COMMONS - COLUMBIA, L.P., a Delaware
limited partnership qualified to do business in Missouri, of the County of
Boone, State of Missouri (the "Grantor"), and _______________, a ___________
____________________, whose mailing address is ______________, _____________,
__________ _________ (the "Grantee").

      WITNESSETH, THAT THE GRANTOR, in consideration of the sum of TEN DOLLARS
($10.00) and other good and valuable consideration to it paid by the Grantee
(the receipt and sufficiency of which are hereby acknowledged), does by these
presents GRANT, BARGAIN and SELL, CONVEY and CONFIRM unto the Grantee, its
successors and assigns, the tract of land, lying, being and situated in the
County of Boone and State of Missouri, legally described as shown on EXHIBIT A
attached hereto and incorporated herein by reference (the "Property"), subject
to: (a) any and all easements, restrictions, reservations and other matters of
record, if any; (b) all zoning laws and subdivision regulations; (c) taxes or
assessments not now due and payable; (d) the rights of the public in and to any
parts thereof in streets, roads or alleys; and (e) the lien of that certain Deed
of Trust, Security Agreement, Financing Statement, Fixture Filing and Assignment
of Rents and Leases (the "Deed of Trust"), dated June ___, 2004, and recorded
under Document No. _________, in Book ________ at Page ________, in the Office
of the Recorder of Deeds for Boone County, Missouri.

      As part of the consideration for this Deed, the Grantee, by its acceptance
of delivery of this Deed, assumes the Deed of Trust described in (d) above,
covenants and agrees to pay the unpaid balance of the note secured thereby in
accordance with the terms of such note and covenants and agrees to perform and
observe all of the covenants and conditions stated in such Deed of Trust and
note to be performed by the maker thereof.

      TO HAVE AND TO HOLD the Property aforesaid, with all and singular the
rights, privileges, appurtenances and immunities thereto belonging or in anywise
appertaining unto the Grantee and unto its successors and assigns forever;
Grantor hereby covenanting that: the Property is free and clear from any
encumbrance done or suffered by it; and it will warrant and defend the title to
said Property unto the Grantee and unto its successors and assigns forever,
against the lawful claims and demands of all persons claiming under Grantor but
none other; all except as shown subject to above.

SPECIAL WARRANTY DEED - MISSOURI


                                                                              32

<PAGE>

                (ABOVE SPACE RESERVED FOR RECORDER OF DEEDS' USE)

      IN WITNESS WHEREOF, the Grantor has caused this Deed to be signed by the
duly authorized officers or representatives of its sole general partner, the day
and year first above written.

                                          JEFFERSON COMMONS - COLUMBIA, L.P.,
                                          a Delaware limited partnership

                                          BY; JC - COLUMBIA LLC,
                                              ITS SOLE GENERAL PARTNER

                                          By: _________________________________
                                          Printed Name: _______________________
                                          Title: ______________________________

STATE OF TEXAS     )
                          ) ss.
COUNTY OF DALLAS   )

      ON THIS _____ DAY OF ____________________, 2004, BEFORE ME APPEARED
____________________________, TO ME PERSONALLY KNOWN, WHO BEING BY ME DULY
SWORN, DID SAY THAT HE/SHE IS THE ________ OF JC - COLUMBIA, LLC, A DELAWARE
LIMITED LIABILITY COMPANY, AND THAT THIS DEED WAS SIGNED IN BEHALF OF THAT
LIMITED LIABILITY COMPANY, BY AUTHORITY OF ITS MANAGER OR MEMBERS, AND SAID
________________________ ACKNOWLEDGED THIS DEED TO BE THE FREE ACT AND DEED OF
SAID LIMITED LIABILITY COMPANY AS THE SOLE GENERAL PARTNER OF JEFFERSON COMMONS
- COLUMBIA, L.P.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial
seal at my office in said County and State the day and year last above written.

                           _____________________________________________________
                           Signature of Notary Public in and for said County and
State

(Notarial Seal)
                           _____________________________________________________
                           Typed or Printed Name of Notary

My Commission expires:

_________________________

SPECIAL WARRANTY DEED - MISSOURI


                                                                              33

<PAGE>

                                    EXHIBIT A

                                LEGAL DESCRIPTION

<PAGE>
                                   EXHIBIT R

                                  BILL OF SALE

This BILL OF SALE is made as of _______________, 2004, by JEFFERSON AT
_____________, L.P., a __________________ limited partnership (GRANTOR) to
__________________________, a ___________ (GRANTEE).

For and in consideration of the sum of Ten and No/100 Dollars and other valuable
consideration to Grantor paid by the Grantee, the receipt and sufficiency of
which are acknowledged, Grantor and Grantee agree as follows:

Grantor GRANTS, SELLS, and CONVEYS to Grantee, all equipment, furniture,
fittings, fixtures, and articles of personal property owned by Grantor and
located on the real property described on EXHIBIT 1 attached to this Bill of
Sale, more particularly described in EXHIBIT 2 attached to this Bill of Sale
(such equipment, furniture, fittings, fixtures, and articles of personal
property are referred to collectively as the PERSONAL PROPERTY). The Personal
Property does not include any software owned by or licensed to any company or
entity other than Grantor or any professional photographs of the Property,
including but not limited to, photographs, negatives and transparencies in
digital or other form.

TO HAVE AND TO HOLD the Personal Property to Grantee, its successors and
assigns, forever; and Grantor binds itself, its successors and assigns, to
WARRANT AND FOREVER DEFEND all and singular the Personal Property to Grantee,
its successors and assigns, against every person whomsoever lawfully claiming or
to claim the Personal Property or any part thereof, by, through, or under
Grantor, but not otherwise.

The provisions of Section 9.12 of the Contract of Sale dated _______________,
2004, between Grantor, as Seller, and Grantee, as Buyer, covering the Property,
are incorporated in this Bill of Sale by this reference as if set forth in this
Bill of Sale in their entirety.

EXECUTED as of the date first written above.

                                    GRANTOR:

                                    JEFFERSON AT _________________, L.P.,
                                    a ___________ limited partnership

SPECIAL WARRANTY DEED - MISSOURI

                                    By: _______________________________________
                                        a____________________,  general partner


                                        By:____________________________________
                                        Name:__________________________________
                                        Title:_________________________________



                                                                            34
<PAGE>

                                    GRANTEE:

                                    _________________________________________, a
                                    ___________________________________________

                                    By:________________________________________
                                    Name:______________________________________
                                    Title:_____________________________________



<PAGE>

                                    EXHIBIT 1

                            REAL PROPERTY DESCRIPTION

<PAGE>

                                    EXHIBIT 2

                        DESCRIPTION OF PERSONAL PROPERTY

<PAGE>

                                    EXHIBIT S

                        ASSIGNMENT OF LEASES, CONTRACTS,
                        SECURITY DEPOSITS, AND WARRANTIES

This Assignment of Leases, Guaranties Contracts, Security Deposits, and
Warranties (this ASSIGNMENT) is made as of _________, 2004, by JEFFERSON AT
_____________, L.P., a _____________ limited partnership (GRANTOR), and
__________________, a ______________ (GRANTEE).

                                   ASSIGNMENT

For and in consideration of the sum of Ten and No/100 Dollars ($10.00) cash and
other good and valuable consideration to Grantor paid by Grantee (hereinafter
named), the receipt and sufficiency of which are acknowledged, Grantor and
Grantee agree as follows:

1. Assignment.

Grantor GRANTS, SELLS, and CONVEYS to Grantee all of Grantor's interest in the
following described properties, rights, and estates (the PROPERTY) that are
located on, affixed to, or used in connection with the real property (the REAL
PROPERTY) described on EXHIBIT 1 attached to this Assignment:

      (a)   all residential leases for space on the Real Property or in the
            improvements on the Real Property (the LEASES), and the leasehold
            estates created thereby, and accompanying guaranties, together with
            all and singular the rights, benefits, and privileges of the
            landlord thereunder;

      (b)   all rents, issues, and profits arising from the Leases from and
            after the date of this Assignment;

      (c)   all service contracts, vending agreements, other leases, lease
            commission agreements, assignable licenses, occupancy agreements,
            assignable permits, and other contracts with respect to the Real
            Property listed on EXHIBIT 2 attached to this Assignment (the
            CONTRACTS), and the continuing rents, issues, and profits from the
            Contracts, if any, from and after the date of this Assignment;

      (d)   all refundable security deposits, pet deposits, utility deposits,
            and other deposits and security deposit accounts maintained with
            respect to the Leases or the Real Property (the DEPOSITS); and

      (e)   all warranties and guaranties relating to the improvements,
            personalty or equipment located on the Real Property, if any,
            excluding all warranties and guaranties from any Grantor Affiliate
            [as defined in the Contract of Sale (defined below)] (the
            WARRANTIES).

The Property does not include the name "Jefferson", the initials "JPI", or any
logo, trade name, or other name utilizing "Jefferson" or "JPI", any software
owned by or licensed to any company or entity other than Grantor, any
professional photographs of the Property, including but not limited to,
photographs, negatives and transparencies in digital or other form, and any
bonds or letters of

<PAGE>

credit issued in favor of any governmental authorities by Grantor or any Grantor
Affiliate in connection with the construction of the Improvements.

TO HAVE AND TO HOLD the Property to Grantee, its successors and assigns,
forever. Grantor binds itself, its successors and assigns, to WARRANT AND
FOREVER DEFEND, all and singular the Property, subject to the warranties,
covenants, and conditions in this Assignment, to Grantee, its successors and
assigns, against every person whomsoever lawfully claiming or to claim the
Property or any part thereof, by, through, and under Grantor, but not otherwise.

2. Warranties.

Notwithstanding the assignment of the Warranties under this Agreement, Grantor
expressly reserves the right to enforce the Warranties if claims are made
against Grantor or any Grantor Affiliate relating to the Real Property or
improvements, personalty or equipment located thereon and, upon request of
Grantor, Grantee will cooperate and assist Grantor in enforcing the Warranties.

3. Assumption.

Grantee assumes and agrees to perform all terms, covenants, and conditions of
the Leases and the Contracts, on the part of the landlord or on the part of the
Grantor, as the case may be, therein required to be performed arising on or
after the date of this Assignment. Grantee also assumes and agrees to hold and
pay the Deposits to the persons entitled to them.

4. Indemnities.

Grantor shall indemnify, defend, and hold Grantee harmless from any and all
liabilities, claims, demands, damages, and causes of actions that may now or
hereafter be made or asserted against Grantee arising out of or related to the
Property for acts or omissions of Grantor occurring prior to the date of this
Assignment.

Grantee shall indemnify, defend, and hold Grantor harmless from any and all
liabilities, claims, demands, damages, and causes of actions that may now or
hereafter be made or asserted against Grantor arising out of or related to the
Property for acts or omissions occurring on or after the date of this
Assignment.

5. Disclaimer.

The provisions of Section 9.12 of the Contract of Sale dated _______________,
2004, between Grantor, as Seller, and Grantee, as Buyer, covering the Property,
are incorporated in this Assignment by this reference as if set forth in this
Assignment in their entirety.

                            [SIGNATURE PAGE FOLLOWS.]


<PAGE>

DATED EFFECTIVE as of the first date above written.

                                    GRANTOR:

                                    JEFFERSON AT ________________, L.P.,
                                    a ____________ limited partnership

                                    By: ______________________________ , a
                                        ______________________________,
                                        general partner

                                        By: ______________________________
                                        Name: ____________________________
                                        Title: ___________________________

GRANTEE'S ADDRESS:                  GRANTEE:

                                    ______________________________________

                                    By: __________________________________
                                    Name: ________________________________
                                    Title: _______________________________

                                    Grantee's Taxpayer Identification Number:

                                    ______________________________________

<PAGE>

                                    EXHIBIT 1

                            REAL PROPERTY DESCRIPTION

<PAGE>

                                    EXHIBIT 2

                                LIST OF CONTRACTS

<PAGE>

                                    EXHIBIT T

                          IRC SECTION 1445 CERTIFICATE

SUBJECT
PROPERTY: See EXHIBIT 1 attached to this Certificate

SELLER:   JEFFERSON AT _______________, L.P.

BUYER:    __________________________________________

Section 1445 of the Internal Revenue Code provides that a transferee of a U.S.
real property interest must withhold tax if the transferor is a foreign person.
To inform Buyer that the withholding of tax is not required upon the disposition
of a U.S. real property interest by Seller, the undersigned hereby certifies the
following on behalf of Seller:

1. Seller is not a foreign corporation, foreign partnership, foreign trust, or
foreign estate (as those terms are defined in the Internal Revenue Code and
Income Tax Regulations);

2. Seller's U.S. employer identification number is________ ; and

3. Seller's office address is: 600 East Las Colinas Blvd., Suite 1800, Irving,
Texas 75039.

4. Seller is not a disregarded entity as defined in Section 1.445-2(b)(2)(iii)
of the Internal Revenue Code and Income Tax Regulations.

Seller understands that this certification may be disclosed to the Internal
Revenue Service by Buyer and that any false statement contained herein could be
punished by fine, imprisonment, or both.

Under penalties of perjury, I declare that I have examined this certification
and to the best of my knowledge and belief, it is true, correct, and complete,
and I further declare that I have authority to sign this document on behalf of
Seller.

EXECUTED as of the _____________________ day of ________________ , 2004.

                                    Seller:

                                    JEFFERSON AT _____________, L.P.,
                                    a _____________ limited partnership

                                    By: ________________________, a
                                        ______________________, general partner

                                        By: ___________________________________
                                        Name: _________________________________
                                        Title: ________________________________

<PAGE>


STATE OF _________ Section
                   Section
COUNTY OF_________ Section

      This instrument was acknowledged before me on _________, 2004, by
___________________, ___________ of ______________________________, a
__________, general partner of JEFFERSON AT _____________, L.P., a ____________
limited partnership, on behalf of the ________________________ and partnership.

                                    ___________________________________________
                                    Notary Public, State of ___________________

<PAGE>

                                    EXHIBIT 1

                            REAL PROPERTY DESCRIPTION

<PAGE>

                                    EXHIBIT U

                              TENANT NOTICE LETTER

[Name of Address of Tenant]

      Re:______Change of Ownership
      __________________________________________ Apartments
      _____________________, __________ (the PROPERTY)

Ladies and Gentlemen:

This letter is to inform you that the present owner Jefferson at _____________,
L.P., (SELLER), has transferred ownership of the Property to _________ (BUYER).

In connection with this transfer, all of Seller's interest as landlord under
your lease has been assigned to Buyer. Beginning ______________, please make all
rental payments payable to Buyer and deliver them to the following address:

                           ___________________________
                           ___________________________
                           ___________________________

All questions or other matters regarding your lease at the Property should be
coordinated through ___________________, at the above address, whose telephone
number is _______________.

In connection with the transfer, your security deposit that is subject to refund
in the amount of $___________ has been transferred to Buyer, who has received
and assumed responsibility for such deposit, and all future matters regarding
this deposit are to be coordinated with Buyer. Deposit returns will be
conditioned upon and subject to existing agreements.

<PAGE>

                                    Sincerely,

                                    Seller:

                                    Jefferson at ________________________, L.P.,
                                    a ______________________ limited partnership

                                    By: ______________________________, a
                                        ______________, general partner

                                        By: ___________________________________
                                        Name: _________________________________
                                        Title: ________________________________

<PAGE>

                                    Buyer:

                                    _____________________________________, a
                                    _____________________________

                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________

<PAGE>

                                    EXHIBIT V

                  NON-EXCLUSIVE SERVICE MARK LICENSE AGREEMENT

                            [COVER PAGE FOR 10 PAGES]

<PAGE>

                                    EXHIBIT V

                  NON-EXCLUSIVE SERVICE MARK LICENSE AGREEMENT
                                      FROM
                              JPI DEVELOPMENT, L.P.
                                       TO

      THIS NON-EXCLUSIVE SERVICE MARK LICENSE AGREEMENT (the "Agreement") is
made as of the dates set forth by the parties' signatures below, although agreed
by the parties to be effective as of ___________________ __, 2004 (the
"Effective Date"), by and between JPI Development, L.P., a Delaware limited
partnership ("Licensor"), whose sole general partner is Multifamily Development
LLC, a Delaware limited liability company, having a place of business at 600 E.
Las Colinas Blvd., Irving, Texas 75039 and Allen & O'Hara Educational
Properties, LLC, a Tennessee limited liability company ("Licensee"), having a
place of business at 530 Oak Court Drive, Suite 300, Memphis, Tennessee 38117
(Licensor and Licensee will be collectively referred to as the "Parties").

                                R E C I T A L S:

      WHEREAS, Licensor is the owner of common law service marks and service
mark applications and registrations in the United States Patent and Trademark
Office as shown in SCHEDULE A attached hereto (the "Marks").

      WHEREAS, Licensee desires the right to use the Marks in conjunction with
the transition of ownership as a result of Licensee's purchase of the apartment
properties shown on SCHEDULE B attached hereto (whether one or more, the
"Projects").

      NOW, THEREFORE, in consideration of the promises and the mutual
agreements, covenants and provisions contained herein, the sufficiency of which
are hereby acknowledged and confessed, the Parties agree as follows:

1. License. Licensor hereby grants to Licensee a non-exclusive, royalty-free,
non-transferable (except as provided in this paragraph) right to use the Marks
in conjunction with the ownership and/or management by Licensee of the Projects
beginning on the Effective Date hereof for the limited purpose of using the
Marks during the Term hereof in the ordinary course and enabling the transition
in connection with Licensee's purchase of the Projects. Such uses include,
without limitation, using the Marks (i) to identify the Projects, (ii) in
connection with the day-to-day operation of the Projects, (iii) to market and
advertise the Projects, and (iv) to transition from the use of the Marks to
other trademarks and service marks of Licensee. Such management by Licensee may
be performed directly by Licensee or may be effected through direct everyday
control of other business entities by Licensee. Licensee shall have no right to
use the Marks in conjunction with any property other than the Projects or to
provide for any new usages of the Marks with respect to the Projects not
existing as of the Effective Date, except as specified above. The Marks may also
be used by "Affiliates" of Licensee solely in the manner and for the term set
forth herein. For the purposes of this Agreement, an "Affiliate" of an entity is

<PAGE>

any entity that controls, is controlled by, or is under common control with the
entity in question. The term "control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of an entity, whether through the ownership of voting securities or
otherwise. Licensee shall cause all Affiliates to be subject to Licensee's
requirements and the Licensee's limitations of use set forth in this Agreement,
as if such Affiliates were parties hereto.

2. Quality of Services. Licensee shall use the Marks in accordance with the
reasonable written guidelines provided to Licensee by Licensor that governed
Licensor's use of the Marks with the Projects and with a quality consistent with
the services previously provided by Licensor with reference to the Projects. At
all times the Projects shall be managed and maintained so that the quality of
the Projects shall be maintained in good running order and shall have an
aesthetic appeal at all times at least equal to the aesthetic appeal existing at
the time Licensee takes title to the Projects, ordinary wear and tear and
depreciation excepted.

3. Use of the Marks. Upon request, Licensee shall provide Licensor with samples
of all literature, brochures, letterhead, business cards, voice mail, signs, and
advertising material prepared or used by Licensee bearing the Marks. When using
the Marks under this Agreement, Licensee undertakes to comply substantially with
all laws pertaining to trademarks in force at any time within the United States,
consistent with Licensor's prior uses thereof. This provision includes
compliance with marking requirements imposed under this Agreement or under the
laws of the United States.

4. Inspection. Licensee will permit duly authorized representatives of Licensor
to inspect the premises of Licensee at all reasonable times upon at least three
(3) days prior written notice solely for the purposes of ascertaining or
determining compliance of use of the Marks as provided for herein.

5. INDEMNITY AND DISCLAIMER. LICENSOR MAKES NO WARRANTY OR REPRESENTATION WITH
RESPECT TO ANY SERVICES RENDERED BY LICENSEE UNDER THE MARKS AND DISCLAIMS ALL
LIABILITY TO LICENSEE OR TO THIRD PARTIES FOR LOSSES RESULTING FROM, ARISING OUT
OF OR IN CONNECTION WITH SUCH SERVICES. LICENSEE AGREES TO DEFEND, INDEMNIFY,
AND HOLD HARMLESS LICENSOR AND ITS GENERAL PARTNERS, LIMITED PARTNERS,
AFFILIATES, AGENTS AND ASSIGNEES FROM AND AGAINST ALL CLAIMS, JUDGMENTS,
ACTIONS, DEBTS OR RIGHTS OF ACTION, OF WHATEVER KIND, AND ALL COSTS, INCLUDING
REASONABLE LEGAL FEES, ARISING OUT OF THE RENDITION OF SERVICES BY LICENSEE
UNDER THE MARKS. THIS PARAGRAPH SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

6. Goodwill. Licensee shall use the Marks only in compliance with the terms and
conditions contained herein. All Marks, and any changes, derivations, additions,
approximations and deceptively similar names and all goodwill accruing to the
use thereof, shall remain the property of, and inure to the benefit of,
Licensor. Licensee hereby appoints Licensor as its attorney-in-fact to convey to
Licensor any and all additional trademark or service mark rights which may be
acquired by Licensee that are derivations, additions, approximations or
deceptively similar names to the Marks.

7. Ownership of the Marks. Licensee acknowledges Licensor's right, title and
interest in and to the Marks and any registrations that have issued or may issue
thereon, and Licensee agrees that it will not at any time do or cause to be done
any act or thing contesting or, to Licensee's

                                                                          PAGE 2
<PAGE>

actual knowledge, in any way impairing or tending to impair any part of such
right, title and interest. In connection with the use of the Marks, Licensee
shall not in any manner represent that it has any ownership in the Marks or
registration thereof, and the Parties hereto acknowledge that any use of the
Marks, including all good will associated therewith, shall inure to the benefit
of Licensor.

8. Partnership; Agency. The Parties specifically intend that this Agreement does
not constitute a partnership or joint venture agreement and no partnership or
joint venture shall be implied.

9. Assignments; Licenses. Licensee shall not assign, sublicense or delegate any
rights or obligations under this Agreement. A change in control of Licensee
shall be deemed an assignment and subject to this paragraph. Licensor may freely
assign or license its rights under this Agreement.

10. Third Parties. Except as set forth or referred to herein, nothing in this
Agreement is intended or shall be construed to confer upon or give to any party
other than the Parties hereto and any of Licensor's successors and assigns any
rights or remedies under or by reason of this Agreement.

11. Notice of Infringement. Licensee shall notify Licensor in writing, upon
Licensee obtaining any knowledge of infringement, or possible infringement, of
any of the Marks. Licensor shall have no obligation to take any action, but
should Licensor take action, Licensee will fully cooperate with Licensor.

12. Term. This Agreement shall be effective for nine (9) months from the
Effective Date at which time the license will terminate. In addition, the
license described in this Agreement shall terminate immediately upon the first
to occur of the following:

      (i) any act of bankruptcy by or against Licensee or against the general
partner of Licensee;

      (ii) any assignment for the benefit of creditors of Licensee or the
general partner of Licensee;

      (iii) any attachment, execution of judgment or process against Licensee's
rights under the license granted hereunder or under this Agreement, unless
satisfied or released within sixty (60) days; or

      (iv) the dissolution of Licensee.

This Agreement shall also terminate immediately upon written notice to Licensee
for any material breach by Licensee of its duties under the "Use of the Marks"
clause of this Agreement to properly monitor and control the usage of the Marks
if Licensee fails to cure such material breach within thirty (30) days after
receipt of notice of such breach, specifying the nature of such breach.

13. Consequences of Termination or Expiration of the Term of this Agreement.
Upon the expiration or other termination of this Agreement as set forth in
paragraph 12, Licensee shall immediately and forever cease from using the Marks
in all embodiments and forms, including any confusingly similar variations
thereof, in connection with the Projects or any other goods or


                                                                          PAGE 3
<PAGE>

services, or as part of Licensee's business name. Without limiting the
foregoing, Licensee shall, no later than five (5) days after expiration or
termination of this Agreement, complete the following tasks (i) through (iv) to
ensure no further use of the Marks.

      (i)Remove all references to the Marks on brochures, literature,
letterhead, business cards, voice mail, advertising, signage, software (to the
extent allowed by the licensor of such software) and any other medium,
regardless of form of medium, in which Licensee has used the Marks in the past,
except for references that Licensee does not reasonably control, such as
previously published Yellow Pages, letterhead sent to third parties, etc.

      (ii) Where such references in (i) above may not be removed by erasure, or
with correction fluid or tape, destroy all items making such references.

      (iii) Inform all Licensee's employees, officers and directors in writing
that the Marks are no longer to be used in connection with the Projects or any
other goods or services.

      (iv) Notify all Licensee's tenants, clients, advertisers, contractors and
similar persons or entities that are involved with the Projects that Licensee
has henceforth ceased using the Marks in connection with the Projects or any
other goods or services.

      Upon receipt of the written request of Licensor, Licensee shall deliver to
the Licensor a written certification, signed by an officer of Licensee and
substantially in a form similar to Schedule C attached hereto, that the
foregoing actions (i) through (iv) have been taken.

14. Notices. Any notices required or permitted to be given under this Agreement
shall be deemed sufficiently given if hand delivered with receipt acknowledged,
or mailed by certified or registered mail postage prepaid, or mailed by a
nationally recognized overnight delivery service addressed to the party to be
notified at its address shown below, or to such other person or at such other
address as may be furnished in writing to the other party hereto.

          If to Licensor:     JPI Development, L.P.
                              600 E. Las Colinas Blvd., Suite 1800
                              Irving, Texas 75039
                              Attention: Frank B. Schubert, Jr.

          with a copy to:     Kenneth L. Stewart, Esq.
                              Fulbright & Jaworski L.L.P.
                              2200 Ross Avenue, Suite 2800
                              Dallas, Texas 75201

          If to Licensee:     Allen & O'Hara Educational Properties, LLC
                              530 Oak Court Drive, Suite 300
                              Memphis, Tennessee 38117
                              Attention: Paul O. Bower

          with a copy to:     Martin, Tate, Morrow & Marston, P. C.
                              22 North Front Street, Suite 1100
                              Memphis, Tennessee 38103
                              Attention: Lee Welch


                                                                          PAGE 4
<PAGE>

15. Entire Agreement. This Agreement encompasses the entire agreement and
understanding between the Parties hereto with respect to the subject matter
hereof.

16. Severability. If any of the provisions of this Agreement are determined to
be invalid or unenforceable, such invalidity or unenforceability will not
invalidate or render unenforceable the remainder of this Agreement, but rather
the entire Agreement will be construed as if not containing the particular
invalid or unenforceable provision or provisions, and the rights and obligations
of the Parties hereto shall be construed and enforced accordingly. The Parties
hereto acknowledge that if any provision of this Agreement is determined to be
invalid or unenforceable, it is their desire and intention that such provision
be reformed and construed in such manner that it will, to the maximum extent
practicable, be deemed to be valid and enforceable.

17. Schedules. Schedules A, B and C are attached hereto and incorporated herein.

18. JURISDICTION. THIS LICENSE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
TEXAS AND THE PARTIES HERETO AGREE TO JURISDICTION OF THE STATE AND FEDERAL
COURTS OF TEXAS, WHICH COURTS SITTING IN DALLAS, TEXAS SHALL HAVE EXCLUSIVE
JURISDICTION WITH RESPECT TO ANY CONTROVERSY AND/OR ANY COURT ACTION ARISING OUT
OF THE SUBJECT MATTER OF THIS AGREEMENT.

      IN WITNESS WHEREOF, the undersigned have caused their duly authorized
representatives to execute this Agreement effective as of the date and in the
capacities shown below.

                                    LICENSOR:

                                    JPI DEVELOPMENT, L.P.

                                    By:   Multifamily Development, LLC,
                                          its General Partner

DATED: _______________________            BY: __________________________________

                                          NAME: ________________________________

                                          TITLE: _______________________________

                                    LICENSEE:

                                    Allen & O'Hara Educational Properties, LLC

                                    BY: ______________________________________

                                    NAME: ____________________________________

                                    TITLE: ___________________________________

DATED: _______________________


                                                                          PAGE 5
<PAGE>

                                   SCHEDULE A
                             LICENSED SERVICE MARKS

<TABLE>
<CAPTION>
    Marks                 Reg. No.           Class             Reg. Date
    -----                 --------           -----             ---------
<S>                    <C>                  <C>           <C>
JPI                    Reg. 2,027,237       36 / 37       December 31, 1996

JPI (and Design)       Reg. 2,027,236       36 / 37       December 31, 1996

JEFFERSON COMMONS      Reg. 2,223,754       36            February 16, 1999

JEFFERSON COMMONS      Reg. 2,223,753       36            February 16, 1999
(and Design)

JEFFERSON              Reg. 2,120,656       36            December 9, 1997
</TABLE>

<PAGE>

                                   SCHEDULE B
                              APARTMENT PROPERTIES

                                       -1-
<PAGE>

                                   SCHEDULE C

JPI DEVELOPMENT, L.P.
600 E. LAS COLINAS BLVD., SUITE 1800
IRVING, TEXAS 75039
ATTN: FRANK B. SCHUBERT, JR.

      Allen & O'Hara Educational Properties, LLC ("Former Licensee") hereby
certifies, warrants and represents that as of the date of signature below,
Former Licensee and all Affiliates of Former Licensee have ceased and henceforth
shall forever cease using the marks set forth on EXHIBIT A attached hereto and
incorporated herein by reference in all embodiments and forms, and including all
confusingly similar variations thereof (hereafter the "Marks") in connection
with the apartment properties set forth on EXHIBIT B attached hereto and
incorporated herein by reference (whether one or more, the "Projects") or any
other goods or services. Without limiting the foregoing, Former Licensee hereby
certifies and warrants that the following actions have been taken and completed
to ensure no further use of the Marks:

      (a)   All references to the Marks on brochures, literature, letterhead,
            business cards, voice mail, advertising, signage, software (to the
            extent allowed by the licensor of such software) and any other
            medium, regardless of form of medium, in which Former Licensee or
            any Affiliates have used the Marks in the past have been removed,
            except for references that Former Licensee does not reasonably
            control, such as previously published Yellow Pages, letterhead sent
            to third parties, etc.

      (b)   Where such references in (a) above could not be removed by erasure,
            or with correction fluid or tape, all items making such references
            have been destroyed.

      (c)   All Former Licensee's and Affiliates' employees, officers and
            directors have been informed in writing that the Marks are no longer
            to be used in connection with the Projects or any other goods or
            services.

      (d)   All Former Licensee's and Affiliates' tenants, clients, advertisers,
            contractors and similar persons or entities that are involved with
            the Projects have been notified that Former Licensee and Affiliates
            have henceforth ceased using the Marks in connection with the
            Projects or any other goods or services.

                                     Allen & O'Hara Educational Properties, LLC

                                     BY: ___________________________________

                                     NAME: _________________________________

                                     TITLE: ________________________________

DATED: __________________________

<PAGE>

                             EXHIBIT A TO SCHEDULE C
                             LICENSED SERVICE MARKS

<TABLE>
<CAPTION>
     Marks                Reg. No.           Class             Reg. Date
     -----                --------           -----             ---------
<S>                    <C>                  <C>           <C>
JPI                    Reg. 2,027,237       36 / 37       December 31, 1996

JPI (and Design)       Reg. 2,027,236       36 / 37       December 31, 1996

JEFFERSON COMMONS      Reg. 2,223,754       36            February 16, 1999

JEFFERSON COMMONS      Reg. 2,223,753       36            February 16, 1999
(and Design)

JEFFERSON              Reg. 2,120,656       36            December 9, 1997
</TABLE>

<PAGE>

                             EXHIBIT B TO SCHEDULE C
                              APARTMENT PROPERTIES

<PAGE>

                                    EXHIBIT W

                                  LEGAL OPINION

<PAGE>

                           [LETTERHEAD OF JPI COUNSEL]

                                [DRAFT: 9/22/04]

                              _____________, 20___

Education Realty Operating Partnership, LP
530 Oak Court Drive, Suite 300
Memphis, Tennessee 38117

      Re: Sale of JPI Student Housing Portfolio to Education Realty Operating
          Partnership, LP

      We have acted as special counsel to Jefferson Commons - Tucson Phase II
Limited Partnership, a Delaware limited partnership ("Star Ranch"), and
Jefferson Commons - Columbia, L.P., a Delaware limited partnership ("JC
Columbia," which, together with Star Ranch are sometimes collectively referred
to herein as the "Sellers"), in connection with that certain Contract of
Sale/Contribution (the "Contract of Sale") among the Sellers and Education
Realty Operating Partnership, LP, a Delaware limited partnership (the "Buyer").

      The Contract of Sale involves, among other things, the transfer by the
Sellers to the Buyer of certain real property and improvements located in Pima
County, Arizona, and Boone County, Missouri.

      This opinion is being delivered pursuant to Section 6.2(a)(xvii) of the
Contract of Sale. Except as otherwise defined herein, capitalized terms defined
in the Contract of Sale are used herein as therein defined. In addition to the
Contract of Sale, other documents we have reviewed in rendering this opinion
letter, and upon which we have relied, include the agreements, documents and
certificates listed on Annex A attached hereto (collectively, the
"Organizational Documents").

      In connection with this opinion letter, we have examined (a) the Contract
of Sale and (b) the Organizational Documents and all schedules and exhibits
thereto. In connection with this opinion we have also made such investigations
as we have deemed relevant, customary, reasonable and appropriate, as the basis
for the opinions hereinafter expressed. As to matters of fact relevant to the
opinions expressed herein, and as to factual matters arising in connection with
the foregoing examinations, we have relied upon (a) certificates of the Sellers
and of governmental officials and (b) the representations and warranties of the
Sellers in the Contract of Sale, without further investigation by us as to the
facts set forth therein. We express no opinion herein as to any documents or
agreements other than the Contract of Sale and the Organizational Documents.

      We have assumed, with your permission and without independent
investigation: (a) the legal capacity of all natural persons; (b) that the
signatures on all documents examined by us

<PAGE>

Education Realty Operating Partnership, LP
_____________, 20___
Page 2

(other than those of any officer of any Seller) are genuine and that, where any
such signature purports to have been made in a corporate, governmental,
fiduciary or other capacity, the person who affixed such signature had authority
to do so; (c) that each document examined by us has been duly executed and
delivered, pursuant to due authorization by each of the parties thereto (other
than by a Seller); (d) that the documents submitted to us as originals are
authentic and that all documents submitted to us as certified, conformed or
photostatic copies conform to authentic original documents; and (e) that public
files and records and certificates of, or furnished by, governmental or
regulatory agencies or authorities are correct.

      Our engagement by the Sellers has been limited to specific matters about
which we have been consulted; consequently, there are matters of a legal nature
involving the Sellers that are outside of the scope of this opinion letter about
which we have not advised or with respect to which we have not represented the
Sellers. We specifically note that we are not expressing any opinion or
conclusion with respect to any agreements or documents binding upon the Sellers
or to which they or any of their assets are subject, in each case other than the
Contract of Sale and the Organizational Documents.

      Based upon the foregoing and in reliance thereon, and subject to the
qualifications, assumptions, limitations and exceptions set forth herein, having
due regard for such legal considerations as we deem relevant, we are of the
opinion that:

      (1) Each Seller is a limited partnership existing and in good standing
under the Delaware Revised Uniform Limited Partnership Act.

      (2) Each Seller has the partnership power and authority to execute and
deliver the Contract of Sale and to perform its obligations thereunder.

      (3) All necessary partnership action has been taken to authorize the
execution and delivery of the Contract of Sale by the Sellers, and the Contract
of Sale has been duly executed and delivered by each Seller.

      (4) The execution and delivery of the Contract of Sale by the Sellers do
not, and the performance by each such Seller under the Contract of Sale will
not, result in:

<PAGE>

Education Realty Operating Partnership, LP
_____________, 20___
Page 3

      (i)   any breach of, or constitute a default under, such Seller's
            certificate of limited partnership or limited partnership agreement;

      (ii)  to our knowledge, any breach of, or constitute a default under, any
            existing statute or governmental rule or regulation applicable to
            any Seller;

      (iii) any breach of, or constitute a default under, any of the agreements
            listed on Annex B attached hereto (collectively, the "Material
            Agreements"); or

      (iv)  any breach of, or constitute a default under, any judicial or
            administrative decree, writ, judgment or order to which, to our
            knowledge, any Seller is subject.

      (5) No consent, approval, authorization or other action by, or filing
with, any governmental authority is required by any statutory law or regulation
of the United States or the State of Texas as a condition to the Seller's
execution and delivery of, or performance under, the Contract of Sale.

      In relying on the opinions expressed herein, you should note that the
opinions expressed above are fully subject to the following qualifications:

      (a) In rendering the opinions above with respect to existence and good
standing, we have relied solely upon the Organizational Documents and upon the
certificates of public officials listed on Annex A attached hereon (copies of
which have been delivered to you), and such opinions are limited to the dates of
such certificates.

      (b) Except as set forth in the following sentence, we express no opinion
with respect to the laws of any jurisdiction other than the State of Texas and
the applicable federal laws of the United States of America. To the extent the
opinions set forth above are governed by the laws of the State of Delaware, we
have based such opinions exclusively upon a reading of the Delaware Revised
Uniform Limited Partnership Act, without taking into account any legislative,
judicial or administrative interpretations thereof.

      (c) Whenever any opinion expressed herein with respect to the existence or
absence of facts is qualified as being "to our knowledge," "to our attention" or
words of similar import, such qualification indicates that, except as otherwise
expressed, (i) no information has come to the attention of any Applicable F&J
Attorney (as hereinafter defined) that has given such attorney actual knowledge
of the existence of such facts; (ii) we have not undertaken any independent
investigation to determine the existence or absence of such facts; and (iii) no
inference as to our knowledge of the existence or absence of such facts should
be drawn from the fact of our representation of the Sellers or from our
providing this opinion. For purposes of this opinion, "Applicable F&J Attorney"
refers to any attorney in the offices of Fulbright & Jaworski L.L.P. in Dallas,
Texas who has provided a substantial amount of legal services for any Seller

<PAGE>

Education Realty Operating Partnership, LP
_____________, 20___
Page 4

since January 1, 2004 and is aware of such facts in the course of his or her
duties at Fulbright & Jaworski L.L.P.

      (d) Our opinions expressed in paragraph 4(ii) above as to breach or
default under any statute, rule or regulation and in paragraph 5 above as to the
lack of need for any consent, approval, authorization or other action by, or
filing with, any governmental authority is based solely upon a review of those
statutes, rules and regulations that, in our experience, are normally applicable
to the transactions contemplated by the Contract of Sale.

      (e) We express no opinion as to the enforceability of the Contract of Sale
or any provision thereof.

      (f) Any statement in this opinion that "we assume" or "we have assumed" or
similar statements means that we assume or have assumed the fact, conclusion or
matter stated, without independent verification by us.

      (g) We have assumed, and the opinions expressed in this letter are subject
to the assumption that, neither you nor your counsel have knowledge of any fact
or circumstance that makes any of the opinions or assumptions in this letter
incorrect in any manner.

      The opinions set forth in this opinion letter are limited to the matters
expressly described herein, and no opinion is to be implied or may be inferred
therefrom or from any of the qualifications, definitions, limitations,
assumptions or exceptions set forth herein. Specifically (but not exclusively),
we express no opinion as to (a) the truthfulness or accuracy of any reports,
plans, documents, financial statements or other matters furnished to the Buyer
by, or on behalf of any Seller, any of their affiliates or any other person or
entity in connection with the Contract of Sale or otherwise, or (b) the
truthfulness or accuracy of any representation or warranty made by any Seller,
any of their affiliates or any other person or entity in the Contract of Sale or
otherwise.

      Our opinions set forth in this opinion letter are based upon the facts in
existence and laws in effect on the date hereof and we expressly disclaim any
obligation to update our opinions herein, regardless of whether changes in such
facts, including amendments to the Contract of Sale, or laws come to our
attention after the date hereof.

      This opinion letter has been rendered solely for your benefit in
connection with the Contract of Sale and the transactions contemplated thereby
and may not be used, circulated, quoted, relied upon or otherwise referred to
for any other purpose without this firm's prior written consent.

                                            Very truly yours,

                                            - - - DRAFT - - -

                                            Fulbright & Jaworski L.L.P.

<PAGE>

                                     ANNEX A
                            ORGANIZATIONAL DOCUMENTS

                       [To be completed prior to Closing]

<PAGE>

                                     ANNEX B
                               MATERIAL AGREEMENTS

                       [To be completed prior to Closing]