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                                                                   Exhibit 10.27

                    PROPERTY MANAGEMENT AND LEASING AGREEMENT

                          JEFFERSON COMMONS APARTMENTS

                                 BY AND BETWEEN

                   EDUCATION REALTY OPERATING PARTNERSHIP, LP

                                       AND

                          JPI MANAGEMENT SERVICES, L.P.

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                                TABLE OF CONTENTS

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

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

ARTICLE 2 APPOINTMENT OF MANAGER........................................     3

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

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

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

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

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

ARTICLE 5 RELATIONSHIP OF MANAGER TO OWNER..............................     8
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         Section 5.1  Monthly Management Fee............................     8
         Section 5.2  Reimbursable Expenses.............................     8
         Section 5.3  Payments..........................................     8
         Section 5.4  Major Repairs or Remodeling.......................     9
         Section 5.5  On-Site Computer Systems..........................     9
         Section 5.6  Manager's Affiliates and Subsidiaries.............     9
         Section 5.7  Use and Operation of the Project..................     9
         Section 5.8  Separation of Owner's Monies......................     9
         Section 5.9  Manager's Insurance...............................    10
         Section 5.10 Expense of Owner..................................    10
         Section 5.11 Employee Discounts and Bonuses....................    10

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

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

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

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

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

         Section 8.1  Default and Termination - For Cause...............    11
         Section 8.2  Termination - Without Cause.......................    12
         Section 8.3  Duties Upon Termination...........................    12

ARTICLE 9 MISCELLANEOUS.................................................    12

         Section 9.1  Entire Agreement..................................    12
         Section 9.2  Heading...........................................    13
         Section 9.3  Governing Law.....................................    13
         Section 9.4  Legal Fees........................................    13
         Section 9.5  Third Party Beneficiaries.........................    13
         Section 9.6  Assignment........................................    13
         Section 9.7  Disclaimer of Fiduciary Status....................    13
         Section 9.8  Notices...........................................    13
         Section 9.9  Severability......................................    14
         Section 9.10 Performance.......................................    14
         Section 9.11 Exhibits..........................................    14
         Section 9.12 Manager's Status..................................    14
         Section 9.13 WAIVER OF JURY TRIAL..............................    14
         Section 9.14 Limitation of Recourse............................    14
         Section 9.15 Counterpart.......................................    14
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EXHIBIT "A" - Legal Description

EXHIBIT "B" - On-Site Computer Systems

EXHIBIT "C" - Manager's Insurance

EXHIBIT "D" - Owner's Insurance

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                    PROPERTY MANAGEMENT AND LEASING AGREEMENT

      THIS PROPERTY MANAGEMENT AND LEASING AGREEMENT (this "AGREEMENT") is made
as of November 22, 2004, by and between EDUCATION REALTY OPERATING PARTNERSHIP,
LP, a Delaware limited partnership (together with its successors and assigns,
herein referred to as "OWNER") and JPI MANAGEMENT SERVICES, L.P., a Delaware
limited partnership (herein referred to as "MANAGER") to become effective on the
Effective Date as defined herein.

                                    ARTICLE 1

                                   DEFINITIONS

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

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

            "City" means Stillwater, Oklahoma.

            "Closing" means the closing of the CONTRACT OF SALE/CONTRIBUTION
      AMONG JPI-CG MEZZ LLC, JPI-MC MEZZ LLC, JPI GENPAR REALTY LLC and JPI
      INVESTMENT COMPANY, L.P. AS SELLERS, AND EDUCATION REALTY OPERATING
      PARTNERSHIP, LP, AS BUYER

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

            "Fiscal Year" means a calendar year.

            "Land" means the approximate 19.4803 acre tract of land more
      particularly described on EXHIBIT "A", attached hereto and made a part
      hereof.

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

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

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

PROPERTY MANAGEMENT AND LEASING AGREEMENT/STILLWATER APARTMENTS           Page 1

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

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

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

            "Project" means the residential apartment project constructed on the
      Land (as heretofore defined) generally consisting of 234 apartment units,
      and other improvements, amenities and appurtenances associated therewith.

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

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

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

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                                    ARTICLE 2

                             APPOINTMENT OF MANAGER

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

                                    ARTICLE 3

                                      TERM

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

                                    ARTICLE 4

                                DUTIES OF MANAGER

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

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

PROPERTY MANAGEMENT AND LEASING AGREEMENT/STILLWATER APARTMENTS           Page 3

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

      Section 4.4 Leasing of Project. Manager shall reasonably endeavor to lease
the Project as expeditiously as possible, and to keep the Project leased to
students of Oklahoma State University or other desirable categories of residents
approved by Owner in advance in writing at rentals at least equal to those set
forth on the approved Rent Schedule; provided, however Manager does not warrant
or represent that the Project shall meet any specific occupancy or leasing
goals; that any resident leasing space in the Property shall actually be
suitable, creditworthy or desirable; or that occupancy goals will be reached
within any specific time. All inquiries for any lease(s) or renewals(s) for the
leasing of the Project shall be referred to Manager and all negotiations
connected therewith shall be conducted by or under the direction of Manager
subject to the terms of this Agreement. Leases or other agreements of residents
executed on other than Standard Lease Forms shall require the prior approval of
Owner. Subject to the Annual Operating Plan, substantial compliance with the
Rent Schedule and the use of approved forms, Manager is authorized to execute,
deliver, renew, modify and terminate leases on behalf of Owner; provided,
however, that (i) all leases shall be for a period of no longer than twelve (12)
months, and (ii) all leases shall be in compliance with written guidelines
provided by the Owner from time to time. Subject to compliance with the Rent
Schedule, Manager is authorized to permit such concessions, considerations, or
other special arrangements as may be deemed appropriate, necessary or desirable
by Manager in the leasing of units within the Property; but no such concessions,
considerations, rebates, free rent, allowances or special arrangements shall be
made or given in connection with the leasing of the Property without the prior
written approval of Owner to the extent that the granting thereof shall not
comply with the Rent Schedule.

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

      Section 4.6 Employment of Personnel. On the basis of the Operating Plan,
Manager shall investigate, hire, train, pay, supervise and discharge the
personnel necessary to be employed in order to manage and lease the Project.
Such personnel shall in every instance be deemed employees of Manager and not of
Owner and Owner shall have no rights with respect to or responsibility for the
supervision or direction of any such personnel. All employees of the Manager on
the Property payroll shall work solely and specifically for the Property unless
disclosed to and approved by Owner. The costs of gross salaries, leasing
bonuses, and other incentive compensation payments or pro-rata share thereof,
including payroll taxes, insurance, worker's compensation, and other employee
benefits of the on-site manager and staff as approved by Owner in the Operating
Budget shall be reimbursed to Manager to the extent expended by Manager and
provided, Manager represents, warrants and agrees that it and its affiliates
will pay and/or deduct from the compensation of employees all contributions,
taxes and other payments or charges required to be paid and/or deducted by an
employer under the provisions of all applicable state unemployment

PROPERTY MANAGEMENT AND LEASING AGREEMENT/STILLWATER APARTMENTS           Page 4

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insurance, disability benefits and withholding tax laws, and will comply with
all other local, state and federal laws, regulations and requirements applicable
to employees or affecting their compensation or conditions of employment or
applicable to the Manager for the performance of the services hereunder;
subject, however, to Manger's right to reasonably contest the enforcement
thereof. If requested by Owner, Manager shall promptly furnish, from time to
time, reasonably satisfactory proof of (or allow Owner to inspect the Manager's
records to confirm) compliance with any of the foregoing, to the extent such
proof is available. Except for on-going, on-site training (the scope of which
has been provided to Owner showing the training's relationship with the
Property), any and all expenses associated with the education and/or training of
Manager's employees shall not be the financial responsibility of the Owner
unless approved in the Operating Budget by Owner. The cost of the Worker's
Compensation Insurance shall be deducted from the Monthly Gross Collections as
an operating expense and included in the monthly reports. Manager understands
and agrees that its relationship to Owner is that of independent contractor and
that it will not represent to anyone that its relationship to Owner is other
than that of independent contractor.

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

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

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

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

      Section 4.11 Manager Disbursements. From Project funds collected and
deposited in the Project Account, but only to the extent sufficient funds are
available and only if Owner has not elected to pay such amounts directly or
instructed Manager in writing to the contrary, Manager shall cause to be
disbursed regularly and punctually amounts otherwise due and payable as
operating expenses of the Project authorized to be incurred under the terms of
this Agreement, including, without limitation, the Monthly Management Fee and
Manager's reimbursable expenses. Any balance remaining in the Project Account
after disbursements have been made and appropriate, as determined by the
Operating Plan, reserves have been established and funded, shall be disbursed or
transferred as generally or as specifically directed from time to time by Owner.
If at any time the funds in the Project Account are insufficient to pay all the
expenses which Manager is required or permitted to pay pursuant to this
Agreement, Manager shall give Owner notice of the need for additional funds and,
in the event that Owner fails to furnish sufficient funds to pay for the
foregoing: (i) Manager may draw from the Project account its Monthly Management
Fee and reimbursable expenses, then (ii) Manager shall apply the remaining funds
available to satisfy outstanding liabilities, costs and expenses, according to
such priority as Owner directs; (iii) Manager shall have no liability whatsoever
for any consequences arising from such failure by Owner; and (iv) Owner hereby
indemnifies Manager and agrees to defend and hold Manager harmless from any and
all claims or actions by third parties and all liability, cost and expense
arising from failure to make any expenditures or from inability to draw checks
or from the failure or refusal of any entity upon which a check is drawn to
honor same by reason of the failure of Owner to provide sufficient funds in
response to such notice.

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

PROPERTY MANAGEMENT AND LEASING AGREEMENT/STILLWATER APARTMENTS           Page 6

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

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

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

      Section 4.14 Resident Complaints/Requests. Manager shall exercise
businesslike relationships with residents and shall receive, log in and respond
timely to all resident complaints and requests for services. Manager shall keep
systematic records showing the action(s) taken with respect to each material
complaint or request. Complaint(s) of a material nature shall be reported to
Owner with an appropriate recommendation or an itemization of alternatives for
Owner's review. Manager shall be required to respond to such complaints as
directed by Owner and Owner shall respond promptly indicating its approval or
changes to any recommendation of Manager or its approval or changes to any
itemized alternative.

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

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

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

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

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

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

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

                                    ARTICLE 5

                        RELATIONSHIP OF MANAGER TO OWNER

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

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

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

PROPERTY MANAGEMENT AND LEASING AGREEMENT/STILLWATER APARTMENTS           Page 8

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

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

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

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

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

PROPERTY MANAGEMENT AND LEASING AGREEMENT/STILLWATER APARTMENTS           Page 9

<PAGE>

by written notice to the subject bank, at any time, to terminate the Manager's
authority to write checks on such account.

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

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

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

                                    ARTICLE 6

                               OWNER'S OBLIGATIONS

      Owner hereby covenants and agrees as follows:

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

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

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

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

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

PROPERTY MANAGEMENT AND LEASING AGREEMENT/STILLWATER APARTMENTS          Page 10

<PAGE>

                                    ARTICLE 7

                                 INDEMNIFICATION

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

      Section 7.2 Indemnification by Manager. Manager shall indemnify, defend,
and hold harmless Owner, its partners and members and their respective partners,
members, officers, directors, agents, and employees ("OWNER INDEMNITEES")
against any and all Losses in connection with third party claims against any
Owner Indemnitee that result from any Manager Indemnitee's fraud, gross
negligence, willful misconduct or action outside the scope of authority granted
hereunder.

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

                                    ARTICLE 8

                             DEFAULT AND TERMINATION

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

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<PAGE>

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

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

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

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

      Section 8.3 Duties Upon Termination. Upon any termination, Manager shall
forthwith (a) surrender and deliver up to Owner, the Project and all rents and
income of the Project and other monies of Owner on hand and in any bank account
after deducting reimbursable expenses and fees due Manager hereunder; (b)
deliver to Owner as received any monies due Owner under this Agreement but
received after such termination after deducting reimbursable expenses and fees
due Manager hereunder; (c) deliver to Owner all materials and supplies, keys and
documents, and such other accountings, papers and records pertaining to this
Agreement, as Owner shall request; (d) assign such existing contracts relating
to the operations and maintenance of the Project as Owner shall require,
provided Owner shall agree to assume and indemnify Manager for all liability
thereunder occurring after the termination of this Agreement; (e) provide to
Owner hard copies of all Project related information in the on-site computer
systems (as the Manager will retain all software); and (f) vacate any occupied
space. Within sixty (60) days after such termination, Manager shall deliver to
Owner the written report required by SECTION 4.12 for any period not covered by
such a report at time of termination, and within sixty (60) days after any such
termination, Manager shall deliver to Owner as required by SECTION 4.12 the
profit and loss statement for the fiscal year or portion thereof ending on the
day of termination and the balance sheet of Project as of the date of
termination. Notwithstanding any provisions hereof to the contrary, in the event
Owner hereafter notifies Manager of any default by Manager hereunder, from and
after the date of notice of default, Manager shall not deduct or withdraw from
any project bank account, from the rents and income of the Project or from any
other monies paid to Manager for the account of Owner, any sums for the account
of Manager, pending (i) written consent by Owner, (ii) cure of such default by
Manager to the satisfaction of Owner, or (iii) resolution of the amount of
damages, if any, owing by Manager to Owner by reason of such default by Manager.
No termination of this Agreement shall release either party from any obligations
that continue beyond the term or termination of this Agreement, including,
without limitation, indemnity obligations.

                                    ARTICLE 9

                                  MISCELLANEOUS

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

PROPERTY MANAGEMENT AND LEASING AGREEMENT/STILLWATER APARTMENTS          Page 12

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

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

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

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

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

      Section 9.7 Disclaimer of Fiduciary Status. Given that the Manager's
actions hereunder are subject to the direction and control of Owner through its
approval process and/or the budgetary constraints imposed upon Manager, and that
the actions of Manager herein are ministerial in nature, Owner hereby
acknowledges that Manager is not a fiduciary and that Manager is not acting in a
fiduciary capacity with respect to its management or operation of the Project.

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

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

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

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

PROPERTY MANAGEMENT AND LEASING AGREEMENT/STILLWATER APARTMENTS          Page 13

<PAGE>

accept the delivery and (iii) it is left in a prominent place (e.g., on a
receptionist's desk or taped to a front door).

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

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

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

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

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

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

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

PROPERTY MANAGEMENT AND LEASING AGREEMENT/STILLWATER APARTMENTS          Page 14

<PAGE>

      EXECUTED as of the date and year first above written.

                                    OWNER:

                                    EDUCATION REALTY OPERATING PARTNERSHIP,
                                    LP, a Delaware limited partnership

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

                                    MANAGER:

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

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

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

PROPERTY MANAGEMENT AND LEASING AGREEMENT/STILLWATER APARTMENTS          Page 15

<PAGE>

                                   EXHIBIT "A"

                                LEGAL DESCRIPTION

TRACT 1 - FEE SIMPLE

A tract of land that is part of the Northeast Quarter (NE/4) of Section Eleven
(11), Township Nineteen (19) North, Range Two (2) East of the Indian Base and
Meridian, City of Stillwater, Payne County, State of Oklahoma, said tract of
land being more particularly described as follows, to-wit: Starting the
Northeast corner of said Section Eleven (11); thence South 89 degrees 43'17"
West (S 89 degrees 43' 12" W record) along the Northerly line of Section Eleven
(11) for 940.01 feet to the Point of Beginning of said tract of land; thence
South 00 degrees 00'00" East and parallel with the Easterly line of Section
Eleven (11) for 1621.73 feet; thence North 89 degrees 53' 47" East for 145.00
feet; thence South 00 degrees 00'00" East for 250.00 feet to a point that is
780.00 feet Northerly of the Southerly line of the Northeast Quarter (NE/4) of
Section Eleven (11); thence South 89 degrees 53' 47" West and parallel with said
Southerly line for 390.15 feet to a point on the Easterly right-of-way line of
the A.T. & S.F. Railroad; thence along said right-of-way line as follows, North
16 degrees 39' 08" West (N 16 degrees 41' 02" W record) for 509.47 feet (509.23'
record) to a point of curve; thence Northwesterly along a curve to the right
with a central angle of 11 degrees 46' 08" and a radius of 2814.93 feet for
578.21 feet; thence North 85 degrees 07' 00" East (N 85 degrees 05' 22" E
record) for 10.00 feet; thence North 04 degrees 53' 00" West for 0.00 feet to a
point of curve; thence Northerly along a curve to the right with a central angle
of 16 degrees 43' 06" and a radius of 2804.93 feet for 818.46 feet (818.74'
record) to a point on the Northerly line of Section Eleven (11); thence leaving
said railroad right-of-way North 89 degrees 43' 17" East (N 89 degrees 43' 12" E
record) along said Northerly line for 439.57 feet (437.86' record) to the Point
of Beginning of said tract of land.

TRACT 2 - EASEMENT ESTATE

Together with an easement between RMR Investment Company, LLC, a Tennessee
Limited Liability Company and Jefferson Commons-Stillwater, L.P. recorded in
Book 1220 at Page 293, described as follows:

A tract of land in the Northeast Quarter (NE/4) of Section Eleven (11), Township
Nineteen (19) North, Range Two (2) East of the Indian Base and Meridian, City of
Stillwater, Payne County, State of Oklahoma, being more particularly described
as follows, to-wit: Starting at the Northeast corner (NE/cor) of Section Eleven
(11), Township Nineteen (19) North, Range Two (2) East; thence South 00 degrees
00'00" East along the Easterly line of Section Eleven (11) for 1594.60 feet;
thence South 89(degree)53'47" West for 395.00 feet to the Point of Beginning of
said tract of land; thence South 00 degrees 00'00" East for 30.00 feet; thence
South 89(degree)53'47" West for 545.00 feet; thence North 00 degrees 00'00" East
30.00 feet; thence North 89(degree)53'47" East for 545.00 feet to the Point of
Beginning.

TRACT 3 - EASEMENT ESTATE

Together with an easement as set out in Declaration of Covenants, Conditions and
Restrictions recorded in Book 1068 at Page 174, and amended in Book 1137, Page
233, described as follows:

A tract of land in the Northeast Quarter (NE/4) of Section Eleven (11), Township
Nineteen (19) North, Range Two (2) East of the Indian Base and Meridian, City of
Stillwater, Payne County, State of Oklahoma, being more particularly described
as follows, to-wit: Starting at the Northeast corner (NE/cor) of Section Eleven
(11), Township Nineteen (19) North, Range Two (2) East; thence South
00(degree)00'00" East along the Easterly line of Section Eleven for 1594.60 feet
to the Point of Beginning of said tract of land; thence continuing South 00
degrees 00'00" East along said

PROPERTY MANAGEMENT AND LEASING AGREEMENT/STILLWATER APARTMENTS          Page 16

<PAGE>

Easterly line for 40.00 feet; thence South 89(degree)53'47" West for 395.00
feet; thence North 00 degrees 00'00" East for 40.00 feet; thence North
89(degree)53'47" East for 395.00 feet to the Point of Beginning.

TRACT 4 - FEE SIMPLE

A tract of land in the Northeast Quarter (NE/4) of Section Eleven (11), Township
Nineteen (19) North, Range Two (2) East of the Indian Meridian, City of
Stillwater, Payne County, State of Oklahoma, being more particularly described
as follows, to-wit: Starting at the Northeast corner (NE/cor) of Section Eleven
(11); thence South 00(degree)00'00" East along the Easterly line of Section
Eleven (11) for 1634.60 feet; thence South 89(degree)53'47" West for 50.00 feet
to the Point of Beginning of said tract of land; thence continuing South
89(degree)53'47" West for 345.00 feet; thence North 00(degree)00'00" East for
10.00 feet; thence South 89(degree)53'47" West for 545.00 feet; thence North
00(degree)00'00" East for 3.00 feet; thence North 89(degree)53'47" East for
548.00 feet; thence South 00(degree)00'00" East for 10.00 feet; thence North
89(degree)53'47" East for 322.00 feet; thence North 00(degree)00'00" East and
parallel with the Easterly line of Section Eleven (11) for 62.00 feet; thence
North 89(degree)53'47" East for 20.00 feet; thence South 00(degree)00'00" East
and parallel with the Easterly line of Section Eleven (11) for 65.00 feet to the
Point of Beginning.

PROPERTY MANAGEMENT AND LEASING AGREEMENT/STILLWATER APARTMENTS          Page 17

<PAGE>

                                   EXHIBIT "B"

                            ON-SITE COMPUTER SYSTEMS

PROPERTY MANAGEMENT AND LEASING AGREEMENT/STILLWATER APARTMENTS          Page 18

<PAGE>

                                   EXHIBIT "C"

                               MANAGER'S INSURANCE

Manager shall

      -     Carry the insurance listed below.

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

Certificates of Insurance must:

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

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

Insurance policies must:

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

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

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

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

Required Insurance coverage:

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

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

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

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

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

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

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

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

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

PROPERTY MANAGEMENT AND LEASING AGREEMENT/STILLWATER APARTMENTS          Page 19

<PAGE>

                                   EXHIBIT "D"

                                OWNER'S INSURANCE

Owner shall

      -     Carry the insurance listed below.

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

Certificates of Insurance must:

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

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

Insurance policies must:

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

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

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

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

Required Insurance coverage:

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

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

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

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

            $5,000,000 Each Occurrence
            $5,000,000 AGGREGATE

PROPERTY MANAGEMENT AND LEASING AGREEMENT/STILLWATER APARTMENTS          Page 20