<PAGE>

                                                                   EXHIBIT 10.13


                          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



<PAGE>


                                TABLE OF CONTENTS


<TABLE>
<S>     <C>                                                                                               <C>
ARTICLE 1 PURCHASE PRICE AND EARNEST MONEY .........................................................       9


         Section 1.1 Agreement to Sell and Purchase ................................................       9


         Section 1.2 Purchase Price ................................................................       9


         Section 1.3 Earnest Money .................................................................      12


ARTICLE 2 TITLE INSURANCE, OTHER INFORMATION, AND SURVEY ...........................................      13


         Section 2.1 Title Insurance ...............................................................      13


         Section 2.2 Other Information .............................................................      14


         Section 2.3 Survey ........................................................................      16


         Section 2.4 Other Property ................................................................      16


ARTICLE 3 TITLE REVIEW AND DUE DILIGENCE ...........................................................      16


         Section 3.1 Title Review ..................................................................      16


         Section 3.2 Due Diligence Period ..........................................................      17


ARTICLE 4 SELLERS' REPRESENTATIONS, WARRANTIES, AND COVENANTS ......................................      18


         Section 4.1 Each Sellers' Representations and Warranties ..................................      18


         Section 4.2 Several Liability; Survival of Representations and Warranties .................      28


         Section 4.3 Knowledge Standard ............................................................      29


         Section 4.4 Sellers' Covenants ............................................................      29


ARTICLE 5 BUYER'S REPRESENTATIONS, WARRANTIES AND COVENANTS ........................................      31


         Section 5.1 Buyer's Representations and Warranties ........................................      31


         Section 5.2 Buyer's Covenants .............................................................      33


         Section 5.3 Investment Representation .....................................................      34


ARTICLE 6 CLOSING AND PRORATIONS ...................................................................      35


         Section 6.1 Closing Date ..................................................................      35


         Section 6.2 Closing Matters ...............................................................      35
</TABLE>


                                     Page i

<PAGE>


<TABLE>
<S>      <C>                                                                                             <C>
         Section 6.3 Prorations ....................................................................      39


         Section 6.4 Closing Costs .................................................................      40


         Section 6.5 Partnership Matters ...........................................................      41


         Section 6.6 Assumption and Release ........................................................      42


         Section 6.7 Release Approval ..............................................................      42


         Section 6.8 Seller's and Buyer's Joint Covenants Regarding Taxation of Cash/Unit
                     Purchase .......................................................................     42


ARTICLE 7 DEFAULTS AND REMEDIES ....................................................................      44


         Section 7.1 Material Breach of Sellers' Representations and Warranties Prior to
                     Closing .......................................................................      44


         Section 7.2 Buyer's Remedies ..............................................................      45


         Section 7.3 Sellers' Remedies .............................................................      47


ARTICLE 8 CASUALTY AND CONDEMNATION ................................................................      47


         Section 8.1 Risk of Loss and Notice .......................................................      47


         Section 8.2 Minor Casualty ................................................................      47


         Section 8.3 Major Casualty and Condemnation ...............................................      48


ARTICLE 9 MISCELLANEOUS ............................................................................      49


         Section 9.1 Notices .......................................................................      49


         Section 9.2 Performance ...................................................................      51


         Section 9.3 Binding Effect ................................................................      51


         Section 9.4 Entire Agreement ..............................................................      51


         Section 9.5 Assignment ....................................................................      51


         Section 9.6 Commissions ...................................................................      52


         Section 9.7 Headings ......................................................................      52


         Section 9.8 Holidays, Etc. .................................................................     52


         Section 9.9 Legal Fees ....................................................................      52


</TABLE>


                                     Page ii

<PAGE>


<TABLE>
<S>      <C>                                                                                             <C>
         Section 9.10  Governing Law ...............................................................      52


         Section 9.11  Severability ................................................................      52


         Section 9.12  Disclaimers, Waivers, and Releases ..........................................      53


         Section 9.13  Rule of Construction ........................................................      56


         Section 9.14  Effective Date ..............................................................      56


         Section 9.15  Independent Contract Consideration ..........................................      56


         Section 9.16  Counterparts and Facsimile Signatures .......................................      57


         Section 9.17  No Recording ................................................................      57


         Section 9.18  Further Acts ................................................................      57


         Section 9.19  Waiver of Jury Trial ........................................................      57


         Section 9.20  Exchange ....................................................................      59


         Section 9.21  Related Property ............................................................      59


         Section 9.22  Confidentiality .............................................................      60
</TABLE>



<TABLE>
<S>          <C>
EXHIBIT A-1  Legal Description of the Real Property Located in Leon County, Florida

EXHIBIT A-2  Legal Description of the Real Property Located in Kalamazoo County, Michigan

EXHIBIT A-3  Legal Description of the Real Property Located in Centre County, Pennsylvania

EXHIBIT A-4  Legal Description of the Real Property Located in Payne County, Oklahoma

EXHIBIT A-5  Legal Description of the Real Property Located in Leon County, Florida

EXHIBIT A-6  Legal Description of the Real Property Located in Hillsborough County, Florida

EXHIBIT A-7  Legal Description of the Real Property Located in Orange County, Florida

EXHIBIT A-8  Legal Description of the Real Property Located in Lubbock County, Texas

EXHIBIT A-9  Legal Description of the Real Property Located in Franklin County, Ohio

EXHIBIT A-10 Legal Description of the Real Property Located in Knox County, Tennessee

EXHIBIT B    List of Approved Service Contracts
</TABLE>


                                    Page iii

<PAGE>


<TABLE>
<S>          <C>

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

EXHIBIT P    Liquidity Loan Documents

EXHIBIT Q    Assignment of Interests

EXHIBIT R    Assignment of Partnership Interests

EXHIBIT S    Non-Exclusive Service Mark License Agreement

EXHIBIT T    Legal Opinion

EXHIBIT U    Intentionally Omitted

EXHIBIT V    Warrant Agreement

EXHIBIT W    Registration Rights Agreement
</TABLE>



                                     Page iv

<PAGE>




                          CONTRACT OF SALE\CONTRIBUTION


This Contract of Sale\Contribution (this CONTRACT) is among JPI-CG MEZZ LLC, a
Delaware limited liability company (JPI-CG), JPI-MC MEZZ LLC, a Delaware limited
liability company (JPI-MC), JPI GENPAR REALTY LLC, a Delaware limited liability
company (GENPAR), and JPI INVESTMENT COMPANY, L.P., a Texas limited partnership
(JPIIC, which, together with JPI-CG, JPI-MC and Genpar are hereinafter
collectively referred to as the SELLER), and EDUCATION REALTY OPERATING
PARTNERSHIP, LP, a Delaware limited partnership (BUYER).

                                   BACKGROUND

A.       JPI-CG owns (i) 100% of the outstanding and issued stock (the JPI-CG
         TALLAHASSEE STOCK) of JC-Tallahassee, Inc., a Delaware corporation
         (TALLAHASSEE, INC.); (ii) 99% of the membership interests (the JPI-CG
         TALLAHASSEE MEMBERSHIP INTEREST) of JC-Tallahassee LLC, a Delaware
         limited liability company (TALLAHASSEE LLC) and Tallahassee, Inc., owns
         the remaining membership interest in Tallahassee LLC; and (iii) a 99%
         partnership interest in (the JPI-CG TALLAHASSEE LP INTEREST) and is the
         sole limited partner of Jefferson Commons - Tallahassee Limited
         Partnership, a Delaware limited partnership (TALLAHASSEE, L.P.) and
         Tallahassee LLC owns the 1% general partnership interest in
         Tallahassee, L.P.

B.       JPI-CG owns (i) 100% of the outstanding and issued stock (the JPI-CG
         LUBBOCK STOCK) of JC-Lubbock, Inc., a Delaware corporation (LUBBOCK,
         INC.); (ii) 99% of the membership interests (the JPI-CG LUBBOCK
         MEMBERSHIP INTEREST) of JC-Lubbock LLC, a Delaware limited liability
         company (LUBBOCK LLC) and Lubbock, Inc., owns the remaining membership
         interest in Lubbock LLC; and (iii) a 99% partnership interest in (the
         JPI-CG LUBBOCK LP INTEREST) and is the sole limited partner of
         Jefferson Commons - Lubbock, L.P., a Delaware limited partnership
         (LUBBOCK, L.P.) and Lubbock LLC owns the 1% general partnership
         interest in Lubbock, L.P.

C.       JPI-CG owns (i) 100% of the outstanding and issued stock (the JPI-CG
         COLUMBUS STOCK) of JC-Columbus, Inc., a Delaware corporation (COLUMBUS,
         INC.); (ii) 99% of the membership interests (the JPI-CG COLUMBUS
         MEMBERSHIP INTEREST) of JC-Columbus LLC, a Delaware limited liability
         company (COLUMBUS LLC) and Columbus, Inc., owns the remaining
         membership interest in Columbus LLC; and (iii) a 99% partnership
         interest in (the JPI-CG COLUMBUS LP INTEREST) and is the sole limited
         partner of Jefferson Commons - Columbus, L.P., a Delaware limited
         partnership (COLUMBUS, L.P.) and Columbus LLC owns the 1% general
         partnership interest in Columbus, L.P.

D.       JPI-CG also owns (i) 100% of the outstanding and issued stock (the
         JPI-CG WESTERN MICHIGAN STOCK, which, together with the JPI-CG
         Tallahassee Stock, the JPI-CG Lubbock Stock and the JPI-CG Columbus
         Stock is hereinafter collectively referred to as the JPI-CG STOCK) of
         JC-Western Michigan, Inc., a Delaware corporation (WESTERN MICHIGAN,
         INC.); (ii) 99% of the membership interests (the JPI-CG WESTERN
         MICHIGAN MEMBERSHIP INTEREST, which, together with the JPI-CG
         Tallahassee Membership Interest, the JPI-CG Lubbock Membership Interest
         and the JPI-CG Columbus Membership Interest is hereinafter collectively
         referred to as the JPI-CG MEMBERSHIP INTERESTS) of JC-Western Michigan
         LLC, a Delaware limited liability company (WESTERN MICHIGAN LLC) and
         Western Michigan, Inc., owns the remaining membership interest in


                                     Page 5
<PAGE>

         Western Michigan LLC; and (iii) a 99% partnership interest in (the
         JPI-CG WESTERN MICHIGAN LP INTEREST, which, together with the JPI-CG
         Tallahassee LP Interest, the JPI-CG Lubbock LP Interest and the JPI-CG
         Columbus LP Interest is hereinafter collectively referred to as the
         JPI-CG LP INTERESTS) and is the sole limited partner of Jefferson
         Commons - Western Michigan, L.P., a Delaware limited partnership
         (WESTERN MICHIGAN, L.P.) and Western Michigan LLC owns the 1% general
         partnership interest in Western Michigan, L.P.

E.       JPI-MC owns (i) 100% of the outstanding and issued stock (the JPI-MC
         STATE COLLEGE STOCK) of JC - State College, Inc, a Delaware corporation
         (STATE COLLEGE, INC.); (ii) 99% of the membership interests (the JPI-MC
         STATE COLLEGE MEMBERSHIP INTEREST) of JC-State College LLC, a Delaware
         limited liability company (STATE COLLEGE LLC) and State College, Inc.,
         owns the remaining membership interest in State College LLC; and (iii)
         the sole membership interest (JPI-MC LIMPAR INTEREST) in JPI Limpar
         LLC, a Delaware limited liability company which is the sole limited
         partner of Jefferson at State College, L.P., a Delaware limited
         partnership (STATE COLLEGE, L.P.) and State College LLC owns the sole
         general partnership interest in State College, L.P.

F.       JPI-MC also owns (i) 100% of the outstanding and issued stock (the
         JPI-MC STILLWATER STOCK) of JC-Stillwater, Inc, a Delaware corporation
         (STILLWATER, INC.); (ii) 99% of the membership interests (the JPI-MC
         STILLWATER MEMBERSHIP INTEREST) of JC-Stillwater LLC, a Delaware
         limited liability company (STILLWATER LLC) and Stillwater, Inc., owns
         the remaining membership interest in Stillwater LLC; and (iii) a 99%
         partnership interest in (the JPI-MC STILLWATER LP INTEREST) and is the
         sole limited partner of Jefferson Commons - Stillwater, L.P., a
         Delaware limited partnership (STILLWATER, L.P.) and Stillwater LLC owns
         the 1% general partnership interest in Stillwater, L.P.

G.       JPI-MC also owns (i) 100% of the outstanding and issued stock (the
         JPI-MC THARPE STOCK) of JC-Tharpe, Inc, a Delaware corporation (THARPE,
         INC.); (ii) 99% of the membership interests (the JPI-MC THARPE
         MEMBERSHIP INTEREST) of JC-Tharpe LLC, a Delaware limited liability
         company (THARPE LLC) and Tharpe, Inc., owns the remaining membership
         interest in Tharpe LLC; and (iii) a 99% partnership interest in (the
         JPI-CG THARPE LP INTEREST) and is the sole limited partner of Jefferson
         at Tharpe Limited Partnership, a Delaware limited partnership (THARPE,
         L.P.) and Tharpe LLC owns the 1% general partnership interest in
         Tharpe, L.P.

H.       JPI-MC also owns (i) 100% of the outstanding and issued stock (the
         JPI-MC KNOXVILLE STOCK) of JC-Knoxville, Inc, a Delaware corporation
         (KNOXVILLE, INC.); (ii) 99% of the membership interests (the JPI-MC
         KNOXVILLE MEMBERSHIP INTEREST) of JC- Knoxville LLC, a Delaware limited
         liability company (KNOXVILLE LLC) and Knoxville, Inc., owns the
         remaining membership interest in Knoxville LLC; and (iii) a 99%
         partnership interest in (the JPI-CG KNOXVILLE LP INTEREST) and is the
         sole limited partner of Jefferson Commons-Knoxville, L.P., a Delaware
         limited partnership (KNOXVILLE, L.P.) and Knoxville LLC owns the 1%
         general partnership interest in Knoxville, L.P.

I.       JPI-MC also owns (i) 100% of the outstanding and issued stock (the
         JPI-MC TAMPA STOCK, which, together with the JPI-MC State College
         Stock, the JPI-MC Stillwater Stock, the JPI-MC Tharpe Stock and the the
         JPI-MC Knoxville Stock is hereinafter collectively referred to as the
         JPI-MC STOCK) of JC-Tampa, Inc, a Delaware corporation


                                     Page 6
<PAGE>

         (TAMPA, INC.); (ii) 99% of the membership interests (the JPI-MC TAMPA
         MEMBERSHIP INTEREST, which, together with the JPI-MC State College
         Membership Interest, the JPI-MC Stillwater Membership Interest, the
         JPI-MC Tharpe Membership Interest and the JPI-MC Knoxville Membership
         Interest is hereinafter collectively referred to as the JPI-MC
         MEMBERSHIP INTERESTS) of JC-Tampa LLC, a Delaware limited liability
         company (TAMPA LLC) and Tampa, Inc., owns the remaining membership
         interest in Tampa LLC; and (iii) a 99% partnership interest in (the
         JPI-MC TAMPA LP INTEREST, which, together with the JPI-MC Limpar
         Interest, the JPI-MC Stillwater LP Interest, the JPI-MC Tharpe LP
         Interest, and the JPI-MC Knoxville LP Interest is hereinafter
         collectively referred to as the JPI-MC LP INTEREST) and is the sole
         limited partner of Jefferson Commons - Tampa Limited Partnership, a
         Delaware limited partnership (TAMPA, L.P.) and Tampa LLC owns the 1%
         general partnership interest in Tampa, L.P.

J.       Genpar owns a 1% interest in and is the sole general partner (the
         GENPAR GP INTEREST) of Jefferson Lofts at Orlando Limited Partnership,
         a Delaware limited partnership (LOFTS, L.P. which, together with
         Tallahassee, L.P., Lubbock, L.P., Columbus, L.P., Western Michigan,
         L.P., State College, L.P., Stillwater, L.P., Tharpe, L.P., and
         Knoxville, L.P. are hereinafter collectively referred to as the
         PARTNERSHIPS), JPIIC owns a 99% interest in and is the sole limited
         partner (the JPIIC LP INTEREST) of Lofts, L.P.

K.       Each of the Partnerships owns their respective interest in the
         following:

         (1)      With respect to Tallahassee, L.P., the real property located
                  in Leon County, Florida, more particularly described on
                  EXHIBIT A-1; with respect to Western Michigan, L.P., the real
                  property located in Kalamazoo County, Michigan, more
                  particularly described on EXHIBIT A-2 (which does not include
                  the undeveloped land parcel); with respect to State College,
                  L.P., the real property located in Centre County,
                  Pennsylvania, more particularly described on EXHIBIT A-3; with
                  respect to Stillwater, L.P., the real property located in
                  Payne County, Oklahoma, more particularly described on EXHIBIT
                  A-4; with respect to Tharpe, L.P., the real property located
                  in Leon County, Florida, more particularly described on
                  EXHIBIT A-5; with respect to Tampa, L.P., the real property
                  located in Hillsborough County, Florida, more particularly
                  described on EXHIBIT A-6; with respect to Lofts, L.P., the
                  real property located in Orange County, Florida, more
                  particularly described on EXHIBIT A-7; with respect to
                  Lubbock, L.P., the real property located in Lubbock County,
                  Texas, more particularly described on EXHIBIT A-8; with
                  respect to Columbus, L.P., the real property located in
                  Franklin County, Ohio, more particularly described on EXHIBIT
                  A-9; and with respect to Knoxville, L.P., the real property
                  located in Knox County, Tennessee, more particularly described
                  on EXHIBIT A-10; all attached to this Contract (collectively,
                  the REAL PROPERTY), and all rights and appurtenances
                  pertaining to the Real Property, including any interest of the
                  Partnerships in adjacent streets, alleys, easements, and
                  rights-of-way;

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

         (3)      the landlord's interest in all residential leases affecting
                  the respective tract of Real Property (LEASES), related
                  security deposits (DEPOSITS) and guaranties


                                     Page 7
<PAGE>

                  (GUARANTIES) and the owner's interest in all 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);

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

         (5)      the respective owner's interest in all plans for the
                  Improvements (the PLANS);

         (6)      the respective owner'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 Partnership Affiliate (defined in
                  SECTION 9.5) (the WARRANTIES); and

         (7)      all records and correspondence relating to tenants in the
                  respective Partnerships' possession or the respective
                  Partnerships' 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.

         Without limitation, the following are not included in the Property: the
         names "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 the Partnerships, 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 the Partnerships or any
         Partnership Affiliate in connection with the construction of the
         Improvements.

L.       Buyer wants to purchase, and Sellers want to sell and\or contribute the
         JPI-GC Stock, the JPI-CG Membership Interests, the JPI-CG LP Interests,
         the JPI-MC Stock, the JPI-MC Membership Interests, the JPI-MC LP
         Interests, the Genpar GP Interest and the JPIIC LP Interest
         (collectively, the INTERESTS).


                                     Page 8
<PAGE>

                                   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 Partnership Interest owned by the respective Seller under the
terms of this Contract.

         Section 1.2 Purchase Price.

                  (a)      The PURCHASE PRICE of the Property is $303,910,000,
                           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:

                           (i)      For the Interests in Tallahassee, L.P.,
                                    $23,485,000 of which $23,485 is allocated by
                                    Seller to the JPI-CG Tallahassee Stock;

                           (ii)     For the Interests in Western Michigan, L.P.,
                                    $31,555,000 of which $31,555 is allocated by
                                    Seller to the JPI-CG Western Michigan Stock;

                           (iii)    For the Interests related to State College,
                                    L.P., $37,000,000 of which $37,000 is
                                    allocated by Seller to the JPI-MC State
                                    College Stock;

                           (iv)     For the Interests in Stillwater, L.P.,
                                    $16,300,000 of which $16,300 is allocated by
                                    Seller to the JPI-MC Stillwater Stock;

                           (v)      For the Interests in Tharpe, L.P.,
                                    $50,940,000 of which $50,940 is allocated by
                                    Seller to the JPI-MC Tharpe Stock;

                           (vi)     For the Interests in Lubbock, L.P.,
                                    $27,680,000 of which $27,680 is allocated by
                                    Seller to the JPI-MC Lubbock Stock;

                           (vii)    For the Interests in Columbus, L.P.,
                                    $22,000,000 of which $22,000 is allocated by
                                    Seller to the JPI-MC Columbus Stock;

                           (viii)   For the Interests in Knoxville, L.P.,
                                    $23,000,000 of which $23,000 is allocated by
                                    Seller to the JPI-MC Knoxville Stock;

                           (ix)     For the Interests in Tampa, L.P.,
                                    $33,950,000 of which $33,950 is allocated by
                                    Seller to the JPI-MC Tampa Stock; and

                           (x)      For the Interests in Lofts, L.P.,
                                    $38,000,000.

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


                                     Page 9
<PAGE>

                           (i)      By Buyer taking title to the Interests
                                    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 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.


                                    Page 10
<PAGE>

                                    (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 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
                                             and the holder of the Warrants
                                             (hereinafter defined) under the
                                             Warrant Agreement (hereinafter
                                             defined) 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


                                    Page 11
<PAGE>

                                             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, $798,000 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 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 any 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.


                                    Page 12
<PAGE>

                  (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 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.


                                    Page 13
<PAGE>

                  (a)      Buyer shall assume Sellers' existing Sellers 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) and Sellers shall use its
                           commercially reasonable efforts to cause Closing
                           Agent to agree to update each Owner Policy to reflect
                           the Purchase Price of each Property. 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.
                           Buyer may elect, for any or all of the Properties, to
                           obtain new owner policies of title insurance
                           (collectively, the NEW POLICY). If Buyer elects to
                           obtain any New Policy, then Buyer is responsible for
                           payment of the premium for the Standard Coverage
                           Owner Policy, the premiums charged for and costs
                           associated with obtaining extended coverage and
                           endorsements to the New Policy and for any loan
                           policy or endorsements required by Buyer's lender,
                           but Seller is not obligated to cause Closing Agent to
                           issue any endorsements to the New Policy or any
                           lender policy.

                  (b)      Sellers have previously caused Closing Agent to
                           furnish to Buyer the Owner Policy together with
                           copies of all documents referenced as title
                           exceptions in the Owner Policy.

         Section 2.2 Other Information.

Buyer and Seller acknowledge that, prior to the Effective Date, Sellers have
delivered to Buyer the following for each individual entity and, for the purpose
of due diligence, each Property (collectively, the DOCUMENTS):

                  (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;


                                    Page 14
<PAGE>

                  (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 in the Partnerships' possession or the
                           possession of Property Manager;

                  (g)      a copy of the most recent as-built survey of the Real
                           Property and the Improvements in the Partnerships'
                           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, Nationwide Life
                           Insurance Company or Citigroup Global Markets Realty
                           Corp., their respective successors and assigns as
                           "Lenders" (LENDERS);

                  (j)      copies of the Partnerships' federal and state, if
                           applicable, income Tax Returns (defined in SECTION
                           6.5) for calendar years 2002 through 2003;

                  (k)      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;

                  (l)      an operating statement for the current year (updated
                           monthly within twenty (20) days after the end of the
                           month through Closing) detailing all income and
                           expense items for the Property, certified true,
                           correct and complete in all material respects by an
                           authorized officer of Seller; and

                  (m)      true, correct and complete copies of:

                           (i)      the Articles of Incorporation, Bylaws,
                                    minute books and stock records of
                                    Tallahassee, Inc., Western Michigan, Inc.,
                                    Stillwater, Inc., State College, Inc.,
                                    Tharpe, Inc., Lubbock, Inc., Columbus, Inc.,
                                    Knoxville, Inc., and Tampa, Inc. (the
                                    CORPORATE DOCUMENTS);

                           (ii)     the Certificate of Formation, the Limited
                                    Liability Company Agreement and any written
                                    consents or actions of the members or


                                    Page 15
<PAGE>

                                    managers of Tallahassee LLC, Western
                                    Michigan LLC, Stillwater LLC, State College
                                    LLC, Tharpe LLC, Lubbock LLC, Columbus LLC,
                                    Knoxville LLC, Tampa LLC and Limpar LLC (the
                                    LLC DOCUMENTS);

                           (iii)    the Certificate of Limited Partnership, the
                                    Partnership Agreement and any written
                                    consents or actions of the general or
                                    limited partners of Tallahassee, L.P.;
                                    Western Michigan, L.P., Stillwater, L.P.,
                                    State College, L.P.; Tharpe, L.P.; Lubbock.
                                    L.P.; Columbus, L.P.; Knoxville, L.P.;
                                    Tampa, L.P. and Lofts, L.P. (the LP
                                    DOCUMENTS); and

                  (n)      all material contracts in effect for any of the
                           entities to be acquired by Buyer pursuant to this
                           Contract (the ENTITIES).

         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 contracts 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)      Neither Sellers nor the Partnerships have any
                           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


                                    Page 16
<PAGE>

                           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 Owner Policy, 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 Partnerships 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.

         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 or the Partnerships under this
                           Contract. Buyer must notify Sellers 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


                                    Page 17
<PAGE>

                           insurance evidencing that Buyer 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 Partnerships identifying Seller and its
                           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 the Partnerships or 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 any Seller, the Partnerships, 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 each
                           Seller and the Partnerships 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, 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
                           either 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

               SELLERS' REPRESENTATIONS, WARRANTIES, AND COVENANTS

         Section 4.1 Each Sellers' Representations and Warranties.


                                    Page 18
<PAGE>

Each Seller, severally and not jointly, represents and warrants to Buyer with
respect to the Interests owned by such Seller:

                  (a)      Tallahassee, L.P., Western Michigan, L.P.,
                           Stillwater, L.P., State College, L.P., Tharpe, L.P.,
                           Lubbock, L.P., Columbus, L.P., Knoxville, L.P.,
                           Tampa, L.P., and Lofts, L.P. are all Delaware limited
                           partnerships, validly existing and in good standing
                           under the laws of the State of Delaware, and are, to
                           the extent necessary, qualified to do business in the
                           State where the Real Property is located.

                  (b)      The copies of the LP Documents delivered to Buyer
                           under SECTION 2.2 are true, correct, and complete
                           copies thereof, including any amendments thereto.

                  (c)      Tallahassee LLC, Western Michigan LLC., Stillwater
                           LLC, Limpar LLC, State College LLC, Tharpe LLC,
                           Lubbock LLC, Columbus LLC, Knoxville LLC, and Tampa
                           LLC are all Delaware limited liability companies,
                           validly existing and in good standing under the laws
                           of the State of Delaware, and are, to the extent
                           necessary, qualified to do business in the State
                           where the Real Property is located.

                  (d)      The copies of the LLC Documents delivered to Buyer
                           under SECTION 2.2 are true, correct, and complete
                           copies thereof, including any amendments thereto.

                  (e)      Tallahassee, Inc., Western Michigan, Inc.,
                           Stillwater, Inc., State College, Inc., Tharpe, Inc.,
                           Lubbock, Inc., Columbus, Inc., Knoxville, Inc., and
                           Tampa, Inc., are all Delaware corporations, validly
                           existing and in good standing under the laws of the
                           State of Delaware.

                  (f)      The copies of the Corporate Documents delivered to
                           Buyer under SECTION 2.2 are true, correct, and
                           complete copies thereof, including any amendments
                           thereto.

                  (g)      Each Seller is the entity it is described to be in
                           the first paragraph of this Contract, is validly
                           existing and in good standing under the laws of the
                           State of its formation, which is set forth in the
                           first paragraph of this Contract.

                  (h)      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.

                  (i)      The Seller owns good title to the respective stock,
                           membership interests and partnership interests that
                           it is transferring through this Contract, free and
                           clear of all liens, claims, and encumbrances other
                           than those arising under applicable securities laws.


                                    Page 19
<PAGE>

                  (j)      The stock in Tallahassee, Inc., Western Michigan,
                           Inc., Stillwater, Inc., State College, Inc., Tharpe,
                           Inc., Lubbock, Inc., Columbus, Inc., Knoxville, Inc.,
                           and Tampa, Inc. which is being transferred to Buyer
                           constitutes all of the outstanding stock in those
                           corporations and there are no options, warrants, or
                           rights of any kind to acquire any stock in those
                           entities.

                  (k)      The membership interests in Tallahassee LLC, Western
                           Michigan LLC, Stillwater, LLC, State College LLC,
                           Tharpe LLC, Lubbock LLC, Columbus LLC, Knoxville LLC,
                           and Tampa LLC to be transferred to Buyer by Seller,
                           are, except for the membership interests held by
                           Tallahassee, Inc., Western Michigan, Inc.,
                           Stillwater, Inc., State College, Inc., Tharpe, Inc.,
                           Lubbock, Inc., Columbus, Inc., Knoxville, Inc., and
                           Tampa, Inc., all of the membership interests in those
                           limited liability companies and there are no options,
                           warrants, or rights of any kind to acquire any
                           additional interests in those entities.

                  (l)      The membership interest in Limpar LLC to be
                           transferred to Buyer by Seller, is the sole
                           membership interest in that limited liability company
                           and there are no options, warrants, or rights of any
                           kind to acquire any additional interests in those
                           entities.

                  (m)      The limited partnership interests in Tallahassee,
                           L.P., Western Michigan, L.P., Stillwater, L.P., State
                           College, L.P., Tharpe, L.P., Lubbock, L.P., Columbus,
                           L.P., Knoxville, L.P., Tampa, L.P. and Lofts, L.P.
                           are the sole limited partnership interests of the
                           respective Partnerships and there are no options,
                           warrants, or rights of any kind to acquire any
                           additional interests in those entities.

                  (n)      The general partnership interests held by Tallahassee
                           LLC, Western Michigan LLC, Stillwater LLC, State
                           College LLC, Tharpe, LLC, Lubbock LLC, Columbus LLC,
                           Knoxville LLC, Tampa, LLC and Genpar, are the sole
                           general partnership interests of the respective
                           partnerships and there are no options, warrants, or
                           rights of any kind to acquire any additional
                           interests in those entities.

                  (o)      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
                           Real Property, Improvements or any entity comprising
                           the Partnership or Seller that, if decided adversely,
                           would have a Material Adverse Effect on the use or
                           operation of the Real Property and Improvements or
                           Seller's ability to perform its obligations
                           hereunder.

                  (p)      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


                                    Page 20
<PAGE>

                           thereof (the Order and such other rules, regulations,
                           legislation, or orders are collectively called the
                           ORDERS).

                  (q)      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 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


                                    Page 21
<PAGE>

                  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.

                  (r)      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 Seller, any
                           entity comprising Seller, or the respective Property.
                           Seller and each entity comprising Seller has been and
                           will be solvent at tall times prior to the transfer
                           of the Interests to Buyer.

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

                  (t)      The Partnerships have each filed all Tax Returns
                           required by applicable law to be filed by it. All Tax
                           Returns are true and correct in all material
                           respects.

                  (u)      No audit by a Tax (defined in SECTION 6.5) authority
                           is pending or, to the best of the Seller's knowledge,
                           threatened with respect to any Tax Return filed by,
                           or Taxes due from, any of the Partnerships. No issue
                           has been raised by any Tax authority in any audit of
                           the Partnerships that if raised with respect to any
                           other period not so audited could be expected to
                           result in a material proposed deficiency for any
                           period not so audited. No deficiency or adjustment
                           for any Taxes has been threatened, proposed,
                           asserted, or assessed against any of the
                           Partnerships. There are no liens for Taxes upon the
                           assets of the Partnerships, except liens for current
                           Taxes not yet due.

                  (v)      To the Seller's knowledge, none of the Partnerships
                           have given or been requested to give any waiver of
                           statutes of limitations relating to the payment of
                           Taxes and none have executed any powers of attorney
                           with respect to Tax matters that will be outstanding
                           as of the Closing Date:

                  (w)      None of the Partnerships are and none have been since
                           their respective formations, classified as an
                           association taxable as a corporation for Federal
                           income tax purposes for any and all periods up to and
                           including the Closing. The Internal Revenue Service
                           has not asserted or, to the best of the Seller's
                           knowledge, threatened to assert, that any of the


                                    Page 22
<PAGE>

                           Partnerships should be classified as an association
                           taxable as a corporation for Federal income tax
                           purposes.

                  (x)      All material obligations of the Partnerships are
                           reflected in the Partnerships' financial statements
                           and operating statements delivered to Buyer under
                           SECTION 2.2 other than obligations incurred by the
                           Partnerships in the ordinary course of business, all
                           of which will be prorated under SECTION 6.3. For the
                           purposes of this clause only, the term MATERIAL means
                           an individual obligation that exceeds $1,000 or
                           aggregate obligations that exceed $20,000. Nothing in
                           this SECTION 4.1(x) is intended to, or may be
                           construed to, expand any specific representation and
                           warranty of any Seller under this SECTION 4.1.

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

                  (z)      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.

                  (aa)     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).

                  (bb)     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 certificate of limited partnership,
                           partnership agreement, certificate of formation, or
                           limited liability company 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 Interests 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


                                    Page 23
<PAGE>

                           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 certificate of limited
                                             partnership or limited partnership
                                             agreement of the Seller; or

                                    (B)      the certificate of formation or
                                             limited liability company agreement
                                             of the Seller; or

                                    (C)      any statutes, laws, rules, or
                                             regulations of any governmental
                                             body applicable to the Seller, the
                                             Partnerships or the Property; or

                                    (D)      any judgment, decree, writ,
                                             injunction, order or award of any
                                             arbitrator, court or governmental
                                             authority binding upon the Seller,
                                             the Partnerships 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 any of
                                    the Partnerships are a party or by which the
                                    Property is bound; or

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

                  (cc)     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 the
                                    Partnership, threatened against the Real
                                    Property, the Improvements or any part
                                    thereof.

                           (iv)     Seller has not received any written notice
                                    and to Seller's knowledge, which knowledge
                                    is deemed to be limited to the environmental
                                    reports included as part of the Reports
                                    (collectively,


                                    Page 24
<PAGE>

                                    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 Partnership 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.

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

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

                  (ff)     To the Partnerships' knowledge, the Partnerships are
                           not in material default under any of the Leases.

                  (gg)     The Partnerships have no employees.

                  (hh)     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 Property; 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.

                  (ii)     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.

                  (jj)     The environmental reports listed in EXHIBIT F are the
                           latest reports obtained with respect to the
                           respective Property.


                                    Page 25
<PAGE>

                  (kk)     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.

                  (ll)     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.

                  (mm)     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.

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

                  (oo)     Each Seller and Designated Owner electing to receive
                           Units hereunder and JPIIC as the recipient of the
                           Warrants (collectively, the HOLDERS):

                           (i)      is knowledgeable, sophisticated and
                                    experienced in business and financial
                                    matters; each Holder has previously invested
                                    in securities similar to the Units or the
                                    Warrants and the common stock into which the
                                    Units may be converted or for which the
                                    Warrants may be exercised, as applicable
                                    (the SECURITIES) and fully understands the
                                    limitations on transfer imposed by the
                                    federal securities laws and as described in
                                    this Contract. Each Holder is able to bear
                                    the economic risk of holding the Securities
                                    for an indefinite period and is able to
                                    afford the complete loss of his, her or its
                                    investment in the Securities; each Holder
                                    has received and reviewed all information
                                    and documents about or pertaining to the


                                    Page 26
<PAGE>

                                    REIT, the Buyer, the business and prospects
                                    of the REIT and the Buyer and the issuance
                                    of the Securities as each Holder 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
                                    Securities which such Holder deems necessary
                                    or desirable to evaluate the merits and
                                    risks related to its investment in the
                                    Securities; and each Holder understands and
                                    has taken cognizance of all risk factors
                                    related to the purchase of the Securities.
                                    Each Holder is a sophisticated real estate
                                    investor. In acquiring the Securities and
                                    engaging in this transaction, no Holder 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 Holder is relying
                                    upon its own independent analysis and
                                    assessment (including with respect to
                                    taxes), and the advice of such Holder'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 Holder 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 none of the Units, the
                                    Warrants or the Common Stock issuable upon
                                    redemption of the Units or exercise of the
                                    Warrants 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 Securities
                                    issuable to each Holder (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 Holder
                                    has no present intention to enter into any
                                    contract, undertaking, agreement, or
                                    arrangement with respect to any such resale;
                                    provided, however, that, at or following
                                    Closing, the Holder may distribute the Units
                                    or Warrants, as applicable 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) with respect to the Unit transfers,
                                    have executed the Buyer's Partnership
                                    Agreement as limited partners. Each Holder
                                    understands that any certificates evidencing
                                    the Securities will contain appropriate
                                    legends reflecting the requirement that the
                                    Securities not be resold without
                                    registration under such laws or the
                                    availability of an exemption from such


                                    Page 27
<PAGE>

                                    registration and that the Buyer's
                                    Partnership Agreement will restrict transfer
                                    of the Securities;

                           (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
                                    Holder 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 Interests. All covenants and
                           agreements of Seller under this Contract shall be the
                           several obligations of the owners of the respective
                           Interests, shall be the several obligation of such
                           Seller and shall bind and/or be made by each Seller
                           only as to the Interests owned by such Seller as if a
                           separate agreement had been executed by and between
                           such respective Seller and Buyer for the Interests
                           related to 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 Interests.

                  (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 the 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 (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
                           Interests related to a single


                                    Page 28
<PAGE>

                           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 $1,400,000 (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 Sellers' 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 cause the Partnerships to maintain
                           in force property insurance and commercial general
                           liability insurance covering the Real Property and
                           the Improvements in accordance with the Partnerships'
                           customary procedures.

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

                  (c)      Seller shall cause the respective Partnerships to
                           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 the Partnerships'
                           historical course of conduct in operating the
                           Property.

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

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


                                    Page 29
<PAGE>

                  (f)      Seller will cause the Partnerships to manage,
                           operate, repair and maintain the Property in
                           generally the same manner as the Partnerships
                           managed, operated, repaired and maintained the same
                           prior to the date hereof and, to its reasonable
                           ability, will keep the Property in its present state
                           of repair subject to normal wear and tear, exercising
                           the same degree of care in such matters as the
                           Partnerships have previously exercised.

                  (g)      Seller shall cause the Partnerships to update the
                           Rent Roll upon Buyer's request, but no more often
                           than once per month. Seller shall cause the
                           Partnerships to 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 shall cause the Partnerships to 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 shall cause the Partnerships not to 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 cause the Partnerships not to 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 the Partnerships to perform their obligations
                           under this Contract or to operate in the ordinary
                           course of business.

                  (k)      Effective as of the Closing, Seller shall cause the
                           Partnerships to 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


                                    Page 30
<PAGE>

                           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; provided, however, the release
                           of the excess land relating to Kalamazoo shall not be
                           deemed to be a modification or amendment which would
                           have a Material Adverse Effect.

                  (q)      Sellers agree to expend at least $500,000 in the
                           aggregate, when combined with the expenditures
                           pursuant to the Asset Sale Contract and the Cash
                           Contract, in capital expenditures on the Properties
                           prior to Closing (the CAPITAL 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 Sellers are reimbursed by the
                           Lenders prior to Closing from the Required Repair
                           Fund shall be included in determining if Sellers
                           achieve the Capital Expenditure Amount. If the
                           Sellers expend less than $500,000 in capital
                           expenditures on the Properties, when combined with
                           the expenditures pursuant to the Asset Sale Contract
                           and the Cash Contract, prior to Closing, then the
                           Sellers shall pay to the Buyer at Closing the
                           positive difference between the actual amount of
                           capital expenditures made by the Sellers and $500,000
                           (the CAPITAL PAYMENT). The Sellers 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, WARRANTIES AND COVENANTS

         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 State
                           where 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


                                    Page 31
<PAGE>

                           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;

                           (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.

                  (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


                                    Page 32
<PAGE>

                           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 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


                                    Page 33
<PAGE>


                           (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 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.

                  (h)      as additional consideration for the sale of the
                           Properties, on the Closing Date, Buyer shall grant to
                           JPI Investment Company, L.P., a Texas limited
                           partnership (JPIIC) warrants (the WARRANTS) to
                           acquire 250,000 shares of the common stock of the
                           REIT at an exercise price of 103% of the per share
                           price at which the Common Stock of the REIT is
                           offered to the public in the Public Offering before
                           any discounts or fees paid to underwriters. The
                           Warrants shall be evidenced by a Warrant Agreement in
                           the form attached hereto as EXHIBIT V, which shall be
                           executed and delivered by Buyer to JPIIC on the
                           Closing Date (and which Warrant Agreement shall
                           provide that the Warrants shall be fully exercisable
                           from one year after the Closing Date until February
                           28, 2007).

                  (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 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)(III)
                  hereof, to acquire 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.

         Section 5.3 Investment Representation.

Buyer is acquiring the Interests for its own account and for investment purposes
only, without a view toward distribution or resale thereof, in whole or in part.
Buyer may not transfer, sell, or dispose of, or solicit offers for or offer to
transfer, sell, or dispose of, all or any portion of the Interests in any manner
that would violate or cause the Partnerships to violate applicable state or
federal securities laws. The Interests have not been registered under the
Securities Act of 1933 or any blue sky or other state securities law or
regulation. Buyer may not offer for sale, sell, or transfer the Interests except
in accordance with the Limited Partnership Agreement.


                                    Page 34
<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 any 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)      at least 2 counterparts of the stock power
                                    transferring the common stock of
                                    Tallahassee, Inc., Western Michigan, Inc.,
                                    Stillwater, Inc., State College, Inc.,
                                    Tharpe, Inc., Lubbock, Inc., Columbus, Inc.,
                                    Knoxville, Inc., and Tampa, Inc., from
                                    Sellers to Buyer (the STOCK POWERS);

                           (ii)     at least 2 counterparts of the Assignment of
                                    Interests with respect to JPI-CG's and
                                    JPI-MC's respective right, title and
                                    interest in and to their respective
                                    Interests to be transferred hereunder (the
                                    ASSIGNMENT OF INTERESTS), such document
                                    being modified to properly reflect the
                                    respective transfer, but being substantially
                                    in the form attached to this Contract as
                                    EXHIBIT Q;

                           (iii)    at least 2 counterparts of an Assignment of
                                    Partnership Interests, and all documents
                                    required to be delivered by Buyer under the
                                    Assignment of Partnership Interests, duly
                                    executed by Genpar


                                    Page 35
<PAGE>

                                    and JPIIC with respect to their Interests in
                                    Lofts (the ASSIGNMENT OF PARTNERSHIP
                                    INTERESTS), substantially in the form
                                    attached to this Contract as EXHIBIT R;

                           (iv)     the Deed Restrictions executed by the
                                    Partnership to be recorded in the real
                                    property records of counties in which the
                                    Properties are located on the Closing Date;

                           (v)      at least 1 counterpart of all assumption
                                    documents required to be executed by the
                                    Partnerships, if any, with respect to
                                    Buyer's assumption of the Existing Loans;

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

                           (vii)    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;

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

                           (ix)     the following to the extent if they are in
                                    the Partnerships' 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;

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

                           (xi)     a license in the form attached hereto as
                                    EXHIBIT S 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);


                                    Page 36
<PAGE>

                           (xii)    such evidence or documents as may be
                                    reasonably required by the Title Company
                                    evidencing the status and capacity of the
                                    General Partner and the Limited Partner and
                                    the authority of the person or persons who
                                    are executing the various documents on
                                    behalf of the Seller in connection with the
                                    sale of the Property;

                           (xiii)   the 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;

                           (xiv)    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 a limited partner;

                           (xv)     a duly executed legal opinion of Seller's
                                    counsel in the form attached hereto as
                                    EXHIBIT T; and

                           (xvi)    at least 1 counterpart of the Registration
                                    Rights Agreement, in the form attached
                                    hereto as EXHIBIT W, duly executed by the
                                    JPIIC and JPI Multifamily Investments L.P.

                  (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 each
                           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;

                           (ii)     at least 2 counterparts of the Stock Powers
                                    signed by Buyer;

                           (iii)    at least 2 counterparts of the Assignment of
                                    Interests signed by Buyer;

                           (iv)     at least 2 counterparts of the Assignment of
                                    Partnership Interests by Buyer;

                           (v)      Amended Certificate of Limited Partnership
                                    of the Partnerships and Amended Application
                                    to Transact Business in the respective
                                    states where the Partnerships are doing
                                    business duly executed by Buyer deleting the
                                    name "Jefferson" and "Jefferson Commons"
                                    from the name of the Partnership, removing
                                    Sellers as partners in the Partnership and
                                    revising the registered office of the
                                    Partnership to remove Sellers;

                           (vi)     at least 1 counterpart of all assumption
                                    documents with respect to Buyer's assumption
                                    of the Existing Loans, duly executed by
                                    Buyer


                                    Page 37
<PAGE>

                                    and the respective Lenders including,
                                    without limitation, the Seller Releases;

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

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

                           (ix)     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;

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

                           (xi)     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 1.02 of this Contract;

                           (xii)    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;

                           (xiii)   if Units are to be issued at Closing, the
                                    Liquidity Commitment;

                           (xiv)    at least 1 counterpart of the Registration
                                    Rights Agreement, in the form attached
                                    hereto as EXHIBIT W, duly executed by the
                                    Buyer, the REIT and all Unit Holders (as
                                    that term is defined in the Registration
                                    Rights Agreement; and

                           (xv)     at least 1 counterpart of each Master Lease
                                    duly executed by Buyer.

                  (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.


                                    Page 38
<PAGE>

         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 cause the Partnership to pay all taxes and
                           assessments against the Property before they become
                           delinquent.

                  (b)      Buyer acknowledges that all cash assets of the
                           Partnership will be distributed to Seller prior to
                           the Closing. 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 the
                           Partnership 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, each 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.

                  (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


                                    Page 39
<PAGE>

                           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 the Partnership 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 Seller 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 increasing
                           the amount of the Owner Policy to the Purchase Price
                           of the Property, (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 providing the title commitment, (iii) the
                           cost of recording the Deed and any other conveyance
                           documents that Buyer may choose to record, (iv) 50%
                           of any escrow fee or similar charges of Title Company
                           and Closing Agent, (v) the cost of the Survey, (vi)
                           50% of any and all transfer fees and sales,
                           intangibles, and conveyance taxes (or equivalents)
                           related to the Closing, if any, (vii) 50% of all
                           costs payable to the Lenders in connection with
                           Buyer's assumption of the Existing Loans, (viii) 50%
                           of the prepayment premium for the RAIT Loan to cause
                           RAIT to release at Closing any


                                    Page 40
<PAGE>

                           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), (ix) 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 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 (x) 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 Partnership Matters.

                  (a)      The parties acknowledge that for U.S. Federal income
                           tax purposes, the Partnerships will terminate and the
                           taxable year of the Partnerships will end on the
                           Closing Date. Seller shall cause to be filed all
                           applicable income Tax Returns for the period ending
                           on the Closing Date (and Buyer agrees to cooperate
                           with General Partner to the extent necessary), and
                           Sellers shall be responsible for all income taxes for
                           that period, and shall indemnify, defend, and save
                           and keep Buyer harmless therefrom. Buyer shall file
                           all Partnership Tax Returns and pay all taxes due for
                           the period commencing with the Closing Date, and
                           indemnify, defend, and save and keep Sellers harmless
                           therefrom. These indemnities shall expressly survive
                           the Closing without limitation.

                  (b)      As used in this SECTION 6.5, the term TAX or TAXES
                           includes all taxes, however denominated, imposed on
                           the Partnerships by any federal, state, local, or
                           foreign government or any agency or political
                           subdivision of any such government, which taxes
                           include, without limiting the generality of the
                           foregoing, all income or profits taxes (including any
                           interest, penalties or additions attributable to or
                           imposed on or with respect to any such taxes),
                           payroll and employee withholding taxes, unemployment
                           insurance taxes, social security taxes, sales and use
                           taxes, excise taxes, franchise taxes, gross receipts
                           taxes, business license taxes, occupation taxes,
                           stamp taxes, environmental taxes, transfer taxes,
                           workers' compensation, Pension Benefit Guaranty
                           Corporation premiums, and other governmental charges,
                           and other obligations of the same or of a similar
                           nature to any of the foregoing, which the
                           Partnerships are required to pay, withhold, or
                           collect, imposed with respect to the assets or
                           operations of the Partnerships. Taxes do not include
                           any valorem tax or assessment described in SECTION
                           6.3(a). As used in this SECTION 6.5, TAX RETURN is
                           defined as any return, report, information, return
                           schedule, or other document (including, without
                           limitation, any related or supporting information or
                           schedule, such as self-employment schedules and
                           returns,


                                    Page 41
<PAGE>

                           federal tax Form 1099s, sales and use tax returns,
                           federal and state payroll reports, and federal tax
                           Form 5500s) filed or required to be filed with any
                           federal, state, local, or foreign governmental entity
                           or other authority in connection with the
                           determination, assessment or collection of any Tax or
                           the administration of any laws, regulations, or
                           administrative requirements relating to any Tax.

         Section 6.6 Assumption and Release.

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 Sellers (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 Seller in
writing thereof.

         Section 6.7 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 Seller, following which Closing Agent shall
                  deliver the Earnest Money (together with all interest thereon)
                  to Sellers 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 6.8 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 Interests to Buyers in exchange for
                           Units as a nontaxable transaction under Section


                                    Page 42
<PAGE>

                           721 of the Internal 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 Interests 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
                           Interests 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 Interest 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, 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,
and (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


                                    Page 43
<PAGE>

(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 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 Sellers' 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 or Seller's representations and warranties are deemed
material if they will cause a material adverse financial effect greater than
$1,000,000 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


                                    Page 44
<PAGE>

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 Transfer Partnership Interest or
                           Provide Owner Policy; Condemnation; Major Casualty
                           Damage.

                  If:

                           (i)      any Seller is unable to transfer title to
                                    its Partnership Interest at Closing as
                                    required under this Contract for any reason
                                    other than an affirmative act by the Seller
                                    that prevents the Seller from transferring
                                    title as required and the failure is not
                                    remedied within 1 business day thereafter or
                                    Buyer does not waive any defect and accept
                                    the transfer of the Partnership Interest as
                                    the Seller is able to transfer it;

                           (ii)     the Partnership's title to the Real Property
                                    and Improvements at Closing is subject to
                                    any title exception other than the Permitted
                                    Exceptions for any reason other than an
                                    affirmative act by any Seller or the
                                    Partnership (excluding any election not to
                                    cure any objection by Buyer under SECTION
                                    3.1) that prevents the Partnership 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 Partnership's title as it
                                    exists on the Closing Date;

                           (iii)    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

                           (iv)     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) or (II) occurs or Seller delivers written
                  notice to Buyer of the occurrence of an event listed in
                  SECTION 7.2(a)(III) or (IV), and Closing Agent or Sellers, as
                  applicable, then 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


                                    Page 45
<PAGE>

                           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 its
                                    Partnership Interest 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.

                  (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 and the Asset 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).


                                    Page 46
<PAGE>

         Section 7.3 Sellers' 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
                           neither 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 cause to be given to 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.

         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:


                                    Page 47
<PAGE>

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

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

                  (c)      as between Buyer and Sellers, neither the Partnership
                           nor any Seller has any 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)      if a Major Casualty occurs:

                           (i)      Buyer will receive a credit against the
                                    Purchase Price equal to the amount of any
                                    unused deductible under the Partnership'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, neither the
                                    Partnership nor any Seller has any
                                    obligation to repair or restore any damaged
                                    or destroyed portions of the Real Property
                                    and Improvements; and

                  (b)      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
                                    the Partnership or Buyer as a result of any
                                    condemnation proceedings; and


                                    Page 48
<PAGE>

                           (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

                           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


                                    Page 49
<PAGE>

                           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

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.


                                    Page 50
<PAGE>

         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 Interests 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.

                  (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


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                           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.


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<PAGE>

         Section 9.12 Disclaimers, Waivers, and Releases.

Buyer acknowledges and agrees that:

                  (a)      EXCEPT AS MAY BE SPECIFICALLY STATED IN SECTION 4.1,
                           EACH 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., AND 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


                                    Page 53
<PAGE>

                           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") 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 EACH
                           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
                           INTERESTS AND 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 OR THE PARTNERSHIP
                           TO MAKE A DECISION CONCERNING THE PURCHASE OR
                           NON-PURCHASE OF THE INTERESTS. 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 ANY 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


                                    Page 54
<PAGE>

                           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 INTERESTS 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 OR THE
                           PARTNERSHIP 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 AFFILIATE, OR ANY OF THEIR
                           RESPECTIVE AGENTS, BROKERS, OR EMPLOYEES HAS MADE ANY
                           REPRESENTATION OR STATEMENT TO BUYER CONCERNING THE
                           VALUE OF INTERESTS 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 ANY OF THEIR RESPECTIVE AGENTS, BROKERS,
                           OR EMPLOYEES RENDERED ANY ADVICE OR EXPRESSED ANY
                           OPINION TO BUYER REGARDING ANY INCOME TAX
                           CONSEQUENCES OF OWNERSHIP OF THE INTERESTS OR 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 ON 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 INTERESTS OR THE
                           PROPERTY EXCEPT AS EXPRESSLY REQUIRED IN THIS
                           CONTRACT. ANY INFORMATION, DOCUMENTS, OR REPORTS
                           SUPPLIED OR MADE AVAILABLE BY A SELLER OR THE
                           PARTNERSHIP, 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. NEITHER
                           THE PARTNERSHIP NOR ANY SELLER HAS EITHER 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.


                                    Page 55
<PAGE>

                  (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 INTERESTS WITH
                           THE UNDERSTANDING THAT THE PROPERTY IS AS IS, WHERE
                           IS, AND WITH ALL FAULTS. EXCEPT AS SET FORTH IN THE
                           CLOSING DOCUMENT OR SECTION 4.1, BUYER RELEASES EACH
                           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.

         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.


                                    Page 56
<PAGE>

         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 acceptable to
the other party.

         Section 9.19 Waiver of Jury Trial.

                  (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 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


                                    Page 57
<PAGE>

                           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.


                                    Page 58
<PAGE>

                  (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, 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/Contribution (the ASSET SALE CONTRACT)
with JEFFERSON COMMONS - TUCSON PHASE II LIMITED PARTNERSHIP and JEFFERSON
COMMONS - COLUMBIA, L.P., 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 Asset
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 Asset Sale Contract or the Cash
Contract as required herein or therein, Sellers may terminate this Contract


                                    Page 59
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and both the Asset Sale Contract and the Cash Contract by written notice
delivered to Buyer within 3 days after Buyer's failure to timely deliver either
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 shall thereafter have
no further rights, liabilities, or obligations under this Contract, the Asset
Sale Contract or the Cash Contract except for matters which expressly survive
termination. Seller's rights under this Section survive termination of this
Contract. The intent of the parties is that this Contract, the Asset Sale
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



                                    Page 60
<PAGE>

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 61
<PAGE>


         EXECUTED by Seller on September 22, 2004, to be effective the 17th day
of September, 2004.

                                   JPI-CG MEZZ LLC, a Delaware limited liability
                                   company


                                   By:      /s/ James W. Morgan, Jr.
                                            ------------------------------------

                                            Name: James W. Morgan, Jr.
                                                 -------------------------------

                                            Title: Assistant Vice President
                                                  ------------------------------


                                   JPI-MC MEZZ LLC, a Delaware limited liability
                                   company


                                   By:      /s/ James W. Morgan, Jr.
                                            ------------------------------------

                                            Name: James W. Morgan, Jr.
                                                 -------------------------------

                                            Title: Assistant Vice President
                                                  ------------------------------


                                   JPI Genpar Realty LLC, a Delaware limited
                                   liability company


                                   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 62
<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 63
<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) and the confidentiality
                                    covenants to Buyer set forth in SECTION 9.22

                                    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
                                                  ------------------------------


                                    Page 64
<PAGE>

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

                                           CHICAGO TITLE INSURANCE COMPANY


                                           By:   /s/ KEVIN A. MAJORS
                                                 ------------------------------

                                                 Name:  Kevin A. Majors
                                                        ------------------------

                                                 Title:  Senior Vice President/
                                                         Commercial Escrow
                                                         Officer
                                                         -----------------------
                                                 Date: 9/22/04
                                                       -------------------------




                                    Page 65
<PAGE>

                                   EXHIBIT A-1

                       LEGAL DESCRIPTION OF REAL PROPERTY
                         LOCATED IN LEON COUNTY, FLORIDA

PARCEL I:

Commence at the Southeast corner of the Northeast 1/4 of the Northeast 1/4 of
Section 27, Township 1 North, Range 1 West, Leon County, Florida and run thence
South 00 degrees 09 minutes East 230.09 feet; thence North 89 degrees 55 minutes
16 seconds East along the Northerly boundary of Spring Valley, a subdivision as
per map or plat thereof recorded in Plat Book 3, Page 19, Public Records of Leon
County, Florida, a distance of 757.64 feet to a point being on the Westerly
right of way boundary of Colorado Street (70 foot right of way) said point being
on a curve concave to the Southeasterly; thence Northeasterly along said right
of way boundary and said curve with a radius of 405.00 feet through a central
angle of 08 degrees 46 minutes 55 seconds, for an arc distance of 62.08 feet
(the chord of said arc being North 18 degrees 36 minutes 58 seconds East 52.02
feet) to a point of reverse curve; thence Northerly along said right of way
boundary and said curve with a radius of 345.00 feet through a central angle of
23 degrees 04 minutes 26 seconds, for an arc distance of 138.94 feet; thence
North 00 degrees 04 minutes West along said right of way boundary 536.85 feet;
thence South 89 degrees 53 minutes East 70.00 feet to a point on the Easterly
right of way boundary of said Colorado Street for the Point of Beginning; from
said Point of Beginning run North 00 degrees 04 minutes West along said Easterly
right of way boundary 1.51 feet; thence North 02 degrees 12 minutes 45 seconds
East along said right of way boundary 739.12 feet to the Southerly right of way
boundary of Tharpe Street (State Road No. 158)(right of way width varies);
thence Easterly along said Southerly right of way boundary as follows: North 89
degrees 17 minutes 27 seconds East, 280.23 feet; thence South 00 degrees 42
minutes 33 seconds East, 10.00 feet; thence North 89 degrees 17 minutes 27
seconds East 704.31 feet; thence North 89 degrees 34 minutes 20 seconds East
95.35 feet; thence South 00 degrees 25 minutes 40 seconds East 10.00 feet;
thence North 89 degrees 34 minutes 20 seconds East 146.84 feet; thence leaving
said Southerly right of way boundary run South 00 degrees 12 minutes 24 seconds
East, 647.75 feet; thence South 00 degrees 12 minutes 24 seconds East, 196.76
feet; thence North 89 degrees 43 minutes 04 seconds West 542.40 feet; thence
North 00 degrees 08 minutes West 106.30 feet; thence North 89 degrees 53 minutes
West 751.43 feet to the Point of Beginning.

Being more particularly described by field survey as follows:

A part of the Northwest 1/4 of Section 26, Township 1 North, Range 1 West, Leon
County, Florida being more particularly described as follows:

Commence at a set iron rebar and cap marking the Northeast corner of Lot 7,
Block "A", of Spring Valley a subdivision as per map or plat thereof recorded in
Plat Book 3, Page 19, of the Public Records of Leon County, Florida and run
thence South 89 degrees 58 minutes 36 seconds East along the Northerly boundary
of Blocks "A" and "F" of said Spring Valley a distance of 337.34 feet to a point
on the Westerly right of way of Colorado Street said point being on a curve
concave Southeasterly; thence run Northeasterly along said curve with a radius
of 405.91 feet through a central angle of 08 degrees 46 minutes 49 seconds for
an arc length of 62.20 feet (chord of 62.14 feet bears North 18 degrees 36
minutes 45 seconds East) to a point of reverse curve; thence along said curve
with a radius of 345.26 feet through a central angle of 23 degrees 03 minutes 36
seconds for an arc length of 138.96 feet (chord of 138.02 feet bears North 11
degrees 28 minutes 22 seconds East); thence North 00 degrees 03 minutes 26
seconds West along said Westerly right of way 536.48 feet to a set iron rebar
and cap; thence leaving said Westerly right of way run South 89 degrees 51
minutes 04 seconds East 69.99 feet to a found concrete monument for the Point of
Beginning, said point being on the Easterly right of way

<PAGE>

of Colorado Street, from said Point of Beginning run thence North 00 degrees 32
minutes 39 seconds East 1.47 feet; thence North 02 degrees 13 minutes 51 seconds
East along the Easterly right of way of Colorado Street a distance of 740.81
feet to a found Florida Department of Transportation iron rebar and cap marking
the intersection of the Easterly right of way of Colorado Street with the
Southerly right of way of Tharpe Street; thence leaving said Easterly right of
way run along the Southerly right of way of Tharpe Street, as follows North 89
degrees 18 minutes 41 seconds East 280.24 feet to a found Florida Department of
Transportation iron rebar and cap; thence South 00 degrees 36 minutes 54 seconds
East, 9.94 feet to a found Florida Department of Transportation iron rebar and
cap; thence North 89 degrees 18 minutes 56 seconds East, 704.41 feet to a found
Florida Department of Transportation iron rebar and cap; thence North 89 degrees
36 minutes 18 seconds East, 95.33 feet to a found Florida Department of
Transportation iron rebar and cap; thence South 00 degrees 19 minutes 43 seconds
East, 9.98 feet to a found Florida Department of Transportation iron rebar and
cap; thence North 89 degrees 36 minutes 13 seconds East, 146.04 feet to a set
iron rebar and cap; thence leaving said right of way run South 00 degrees 10
minutes 43 seconds East, 650.64 feet to a set iron rebar and cap; thence South
00 degrees 10 minutes 43 seconds East 196.76 feet to a found concrete monument
on the Northerly boundary of that property recorded in Official Records Book
1233, Page 337, of the Public Records of Leon County, Florida; thence North 89
degrees 41 minutes 23 seconds West, along said Northerly boundary 541.16 feet to
a found concrete monument on the Easterly boundary of that property recorded in
Deed Book 137, Page 397, of the Public Records of Leon County, Florida; thence
North 00 degrees 01 minutes 47 seconds East, along said Easterly boundary 106.65
feet to a found terracotta monument marking the Northeast corner of the property
recorded in Deed Book 137, Page 397, of said Public Records; thence North 89
degrees 47 minutes 42 seconds West, along said Northerly boundary 716.50 feet to
the Point of Beginning.

PARCEL II:

Easement for the benefit of Parcel I, created in grant of easements by and
between Melrose Apartments of Tallahassee, Ltd., a Florida limited partnership
and Jefferson Commons-Tallahassee Limited Partnership, a Delaware limited
partnership, in Official Records Book 2203, Page 7, as affected by agreement by
and between Jefferson at Tharpe Limited Partnership and Jefferson
Commons-Tallahassee Limited Partnership, recorded in Official Records Book 2241,
Page 68, Public Records of Leon County, Florida.

<PAGE>

                                   EXHIBIT A-2

                       LEGAL DESCRIPTION OF REAL PROPERTY
                      LOCATED IN KALAMAZOO COUNTY, MICHIGAN

Fee Parcel:

Land situated in the Township of Oshtemo, County of Kalamazoo, State of Michigan
and is described as follows:

From the North Quarter corner of Section 24, Town 2 South, Range 12 West;
measure South 88 degrees 31'21" West, along the North line of said Section,
792.38 feet; thence measure South 00 degrees 10'12" West, parallel with the East
line of said section, 574.00 feet to the South line of Highway US-131
right-of-way; thence continue measuring South 00 degrees 10'12" West, parallel
with the East Section line, 589.31 feet to the point of beginning of the land
herein described; thence continuing South 00 degrees 10'12" West, parallel with
the East Section line, 1817.78 feet; thence North 89 degrees 49'48" West 183.65
feet; thence South 41 degrees 04'50" West, 400.00 feet to the center line of KL
Avenue; thence North 48 degrees 55'10" West, along said center line, 525.66
feet; thence North 40 degrees 37'27" East, 369.33 feet; thence North 48 degrees
29'25" West, 539.71 feet; thence North 00 degrees 04'16" East, 605.84 feet;
thence North 27 degrees 51'03" East, 600.12 feet; thence South 89 degrees 54'38"
East, 730.71 feet to the Point of Beginning, and also: Commencing at the North
Quarter post of Section 24, Town 2 South, Range 12 West and running thence S88
degrees 31'21"W along the North line of said Section, 660.36 feet; thence S00
degrees 10'12"W 805.38 feet to the South line of Highway US-131 right-of-way;
thence S30 degrees 02'08"E along said line, 65.83 feet for the Place Of
Beginning of this description; thence continuing S30 degrees 02'08"E along said
line, 117.63 feet; thence 1000.39 feet along the arc of a curve to the right
having a radius of 5532.58 feet and a central angle of 10 degrees 21'36", to the
far end of a chord bearing S24 degrees 51'19"E 999.03 feet; thence departing
from said line, S88 degrees 33'56"W parallel with the East and West Quarter line
of said Section, 481.98 feet; thence N00 degrees 10'12"E 1020.40 feet to
Beginning. Subject to that portion thereof as being used for highway purposes.
Also subject to land division approval.

Easement Parcel:

Together with an easement and right of way for roadway purposes on, over, along
and across that certain piece or parcel of land known and described as follows:

A strip of land 66 feet in width being 33 feet on each side of the hereinafter
described center line and running in an Easterly and Westerly direction across
the following described parcel of land designated "A":

"A": A parcel of land in the West 1/2 of Section 24, Town 2 South, Range 12
West, described as follows: To find the point of beginning of said land commence
at the North 1/4 post of said Section; run thence West along the North line of
said Section, 660.36 feet to the point of beginning of said land, which said
point of beginning is 660 feet distance West of the North 1/4 post of said
Section; running thence South 01 degree 46 minutes West, 807.47 feet to the
Southwesterly line of U.S. Highway 131; thence Southeasterly along the Southerly
line of said highway 65.21 feet; thence South 01 degree 46 minutes West, 2865.39
feet to the center line of "KL" Avenue; thence Northwesterly along a 10 degree
13 minute curve to the right a distance of 289.02 feet; thence North 62 degrees
36 minutes 45 seconds East, 99.26 feet; thence North 01 degree 46 minutes East,
3539.51 feet to the North line of said Section; thence East on the North line of
said Section 132.06 feet to the point of beginning.

Said center line is described as beginning at a point on the East line of said
above described parcel designated "A", 1145 feet right angular distance North of
the East and West 1/4 line of said Section,

<PAGE>

running thence West at right angles to said East line of said above described
parcel designated "A" to the place of ending of said center line on the West
line of said above described parcel designated "A" said roadway easement is
described in instrument recorded on July 16, 1984 in Liber 1206 on Page 562,
Kalamazoo County Records.

<PAGE>

                                   EXHIBIT A-3

                       LEGAL DESCRIPTION OF REAL PROPERTY
                     LOCATED IN CENTRE COUNTY, PENNSYLVANIA

All that certain parcel of land situate mostly in the Township of Patton and
partly in the Township of Ferguson, Centre County, Pennsylvania, being Lot No.
1.2.2 of the "Subdivision of Lot 1.2 of Jodon Subdivision, Plan Book 50, page
81, into 2 Lots" recorded in the Centre County Recorder's Office in Plan Book
58, page 66, on May 17, 1999, bounded and described as follows:

BEGINNING in Ferguson Township at an existing 3/4 inch re-bar in a curve in the
northern right of way line of Vairo Boulevard (a variable width right of way
formerly called University Drive), at the common southern corner of Lot 2 of the
subdivision recorded in Plat Book 50 at page 114, the eastern corner of the
herein described parcel; thence along said northern right of way line of Vairo
Boulevard the following four (4) courses;

1)    by the arc of a curve to the right, having a radius of 920.00 feet, a
      central angle of 02 degrees 54' 52", an arc length of 46.80 feet, a chord
      bearing and distance of South 52 degrees 35' 23" West, 46.79 feet to a
      point of tangency; thence

2)    South 54 degrees 02' 49" West, 460.58 feet to a point; thence

3)    South 69 degrees 15' 57" West, 358.17 feet to a point; thence

4)    South 77 degrees 35' 00" West, passing from Ferguson Township into Patton
      Township at 141.69 feet, a total distance of 165.00 feet to an existing
      3/4 inch re-bar at the common eastern corner of Lot 1.1 of the subdivision
      recorded in Plat Book 50 at page 81, and the southern corner of the herein
      described parcel;

thence along said Lot 1.1 the following three (3) courses:

1)    North 35 degrees 17' 29" West, 470.00 feet to an existing 3/4 inch re-bar;
      thence

2)    North 54 degrees 42' 31" East, 224.68 feet to an existing 3/4 inch re-bar;
      thence

3)    North 35 degrees 17' 29" West, 600.35 feet to an existing 3/4 inch re-bar
      in the southeastern line of Lot 1.2.1 of the Subdivision recorded in Plat
      Book 58, page 66, at the common northern corner of said Lot 1.1 of the
      Subdivision recorded in Plat Book 50, page 81, and the western corner of
      the herein described parcel;

thence along said Lot 1.2.1 the following three (3) course and distances:

1)    North 56 degrees 00' 00" East, 118.93 feet to a point; thence

2)    North 57 degrees 33' 42" East, 293.71 feet to a point; thence

3)    North 47 degrees 13' 50" East, 323.53 feet to a point at the common
      eastern corner of said Lot 1.2.1 the southwestern line of Lot PR (Plat
      Book 50, page 114) and the northern corner of the herein described parcel;

thence along said Lot PR, along said Lot 2R (Plat Book 50, page 114) and
concluding along said Lot 2 (Plat Book 50, page 114), South 37 degrees 31' 05"
East, passing from Patton Township into Ferguson Township at 968.74 feet, a
total distance of 1243.21 feet to a point of beginning.

<PAGE>

                                   EXHIBIT A-4

                       LEGAL DESCRIPTION OF REAL PROPERTY
                        LOCATED IN PAYNE COUNTY, OKLAHOMA

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 degrees 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 degrees 53'47" West for 545.00 feet; thence North 00 degrees 00'00"
East 30.00 feet; thence North 89 degrees 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 degrees
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 Easterly line for 40.00 feet; thence South 89 degrees
53'47" West for 395.00 feet; thence North 00 degrees 00'00" East for 40.00 feet;
thence North 89 degrees 53'47" East for 395.00 feet to the Point of Beginning.
<PAGE>

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 degrees 00'00" East along the Easterly line of Section
Eleven (11) for 1634.60 feet; thence South 89 degrees 53'47" West for 50.00 feet
to the Point of Beginning of said tract of land; thence continuing South 89
degrees 53'47" West for 345.00 feet; thence North 00 degrees 00'00" East for
10.00 feet; thence South 89 degrees 53'47" West for 545.00 feet; thence North 00
degrees 00'00" East for 3.00 feet; thence North 89 degrees 53'47" East for
548.00 feet; thence South 00 degrees 00'00" East for 10.00 feet; thence North 89
degrees 53'47" East for 322.00 feet; thence North 00 degrees 00'00" East and
parallel with the Easterly line of Section Eleven (11) for 62.00 feet; thence
North 89 degrees 53'47" East for 20.00 feet; thence South 00 degrees 00'00" East
and parallel with the Easterly line of Section Eleven (11) for 65.00 feet to the
Point of Beginning.

<PAGE>

                                   EXHIBIT A-5

                       LEGAL DESCRIPTION OF REAL PROPERTY
                         LOCATED IN LEON COUNTY, FLORIDA

Phase I:

Commence at the Southeast corner of the Northeast Quarter of the Northeast
Quarter of Section 27, Township 1 North, Range 1 West, Leon County, Florida and
run thence North 89 degrees 56 minutes 05 seconds West, 362.82 feet; thence
North 00 degrees 03 minutes 24 seconds East, 296.03 feet to the Point of
Beginning. From said Point of Beginning run thence South 89 degrees 59 minutes
36 seconds West 456.77 feet to a point on the Easterly right of way of High
Road; thence run North 00 degrees 11 minutes 29 seconds West along said Easterly
right of way 452.88 feet; thence leaving said Easterly right of way, run North
89 degrees 48 minutes 31 second East, 105.50 feet; thence South 00 degrees 11
minutes 29 seconds East, 114.22 feet; thence North 89 degrees 59 minutes 35
seconds East, 309.68 feet; thence North 00 degrees 36 minutes 21 seconds East,
135.10 feet; thence North 17 degrees 46 minutes 15 seconds East, 84.71 feet;
thence South 89 degrees 23 minutes 39 seconds East, 289.19 feet; thence North 00
degrees 36 minutes 21 seconds East, 176.83 feet; thence South 89 degrees 54
minutes 19 seconds East, 35.52 feet; thence North 00 degrees 05 minutes 41
seconds East, 222.17 feet to a point on the Southerly right of way of Tharpe
Street; thence run South 89 degrees 54 minutes 19 seconds East along said
Southerly right of way 883.92 feet to the intersection of the Southerly right of
way of Tharpe Street with the Westerly right of way of Colorado Street; thence
leaving the southerly right of way of Tharpe Street run South 02 degrees 13
minutes 46 seconds West along the Westerly right of way of Colorado Street a
distance of 536.17 feet; thence leaving Westerly right of way of Colorado Street
run North 87 degrees 46 minutes 14 seconds West 72.17 feet; thence South 86
degrees 59 minutes 16 seconds West 70.75 feet to a point of curve concave
Southeasterly; thence run Southwesterly along said curve with a radius of 100.00
feet through a central angle of 24 degrees 31 minutes 59 seconds for an arc
length of 42.82 feet (chord of 42.49 feet bears South 74 degrees 43 minutes 17
seconds West); thence South 62 degrees 27 minutes 17 seconds West 79.26 feet to
a point of curve concave Southeasterly; thence southwesterly along said curve
with a radius of 100 feet through a central angle of 07 degrees 02 minutes 59
seconds for an arc length of 12.30 feet (chord of 12.30 feet bears South 58
degrees 55 minutes 48 seconds West); thence South 55 degrees 24 minutes 18
seconds West 186.37 feet; thence South 38 degrees 49 minutes 26 seconds East
58.20 feet to a point of curve concave Southeasterly; thence Southwesterly along
said curve with a radius of 630.00 feet through a central angle of 09 degrees 19
minutes 49 seconds for an arc length of 102.59 feet (chord of 102.48 feet bears
South 46 degrees 30 minutes 39 seconds West); thence South 41 degrees 50 minutes
45 seconds West 88.81 feet to a point of curve concave Northeasterly; thence run
Northwesterly along said curve with a radius of 132.00 feet, through a central
angle of 31 degrees 31 minutes 22 seconds for an arc length of 72.62 feet (chord
of 71.71 feet bears North 35 degrees 49 minutes 30 seconds West); thence South
69 degrees 04 minutes 06 seconds West 73.20 feet; thence North 22 degrees 55
minutes 39 seconds West 70.02 feet to a point on a curve concave Southwesterly ;
thence run Northwesterly along said curve with a radius of 198.00 feet through a
central angle of 16 degrees 20 minutes 48 seconds for an arc length of 56.49
feet (chord of 56.30 feet bears North 43 degrees 33 minutes 19 seconds West);
thence North 51 degrees 43 minutes 43 seconds West 29.46 feet to a point of
curve concave Northwesterly; thence run Southwesterly along said curve with a
radius of 530.00 feet through a central angle of 06 degrees 18 minutes 25
seconds for an arc length of 58.34 feet (chord 58.31 feet bears South 53 degrees
09 minutes 44 seconds West); thence South 56 degrees 18 minutes 56 seconds West
92.18 feet to a point of curve concave Southeasterly; thence run Southwesterly
along said curve with a radius of 182.00 feet through a central angle of 08
degrees 38 minutes 41 seconds for an arc length of 27.46 feet (chord 27.43 feet
bears South 51 degrees 59 minutes 36 seconds West); thence South 47 degrees 40
minutes 15 seconds West 73.99 feet: thence

<PAGE>

North 43 degrees 54 minutes 31 seconds West 64.45 feet to a point on a curve
concave Northwesterly; thence run Southwesterly along said curve with a radius
of 156.00 feet through a central angle of 18 degrees 55 minutes 40 seconds for
an arc length of 51.53 feet (chord of 51.30 feet bears South 67 degrees 15
minutes 06 seconds West); thence South 76 degrees 42 minutes 56 seconds West
51.33 feet; thence South 13 degrees 17 minutes 04 seconds East 17.50 feet;
thence South 76 degrees 42 minutes 56 seconds West 23.06 feet to a point on a
curve concave Northeasterly, thence run Northwesterly along said curve with a
radius of 33.50 feet through a central angle of 116 degrees 41 minutes 13
seconds for an arc length of 68.23 feet (chord of 57.03 feet bears North 44
degrees 56 minutes 28 seconds West); thence North 80 degrees 01 minutes 13
seconds West 44.53 feet; thence South 18 degrees 34 minutes 39 seconds West
99.14 feet to the Point of Beginning

AND ALSO

Commence at the Southeast corner of the Northeast quarter of the Northeast
quarter of Section 27, Township 1 North, Range 1 West, Leon County, Florida and
run thence South 00 degrees 07 minutes 46 seconds East 230.93 feet to the Point
of Beginning. From said Point of Beginning run thence South 89 degrees 58
minutes 36 seconds East 419.32 feet; thence run South 00 degrees 03 minutes 21
seconds East along the Westerly right of way of California Street and a
projection thereof a distance of 578.85 feet to the intersection of the Westerly
right of way of California Street with the Northerly right of way of Kansas
Street; thence leaving the Westerly right of way of California Street run South
89 degrees 58 minutes 39 seconds West along the Northerly right of way of Kansas
Street and a projection thereof, a distance of 418.47 feet; thence run North 00
degrees 07 minutes 46 seconds West 579.19 feet to the Point of Beginning.

Together with an access easement for ingress and egress granted in Joint
Development Declaration of Covenants and Reciprocal Easement Agreement recorded
in O.R. Book 1796, Page 932, of the Public Records of Leon County, Florida over
the following described property:

Commence at the Southeast corner of the Northeast quarter of the Northeast
quarter of Section 27, Township 1 North, Range 1 West, Leon County, Florida and
run thence North 89 degrees 56 minutes 05 seconds West 362.82 feet; Thence North
00 degrees 03 minutes 24 seconds East 296.03 feet; thence south 89 degrees 59
minutes 36 seconds West 456.77 feet to a point on the Easterly right of way of
High Road; thence run North 00 degrees 11 minutes 29 seconds West along said
Easterly right of way 452.88 feet to the Point of Beginning. From said Point of
Beginning continue thence North 00 degrees 11 minutes 29 seconds West along said
Easterly right of way 180.00 feet; thence North 89 degrees 48 minutes 31 seconds
East 75.00 feet; thence South 00 degrees 11 minutes 29 seconds East 180.00 feet;
thence South 89 degrees 48 minutes 31 seconds West 75.0 feet to the Point of
Beginning.

Phase II:

Beginning at the Southeast corner of the Northeast quarter of the Northeast
quarter of Section 27, Township 1 North, Range 1 West, Leon County, Florida; and
run thence North 89 degrees 56 minutes 05 seconds West 362.82 feet; thence North
00 degrees 03 minutes 24 seconds East 296.03 feet; thence North 18 degrees 34
minutes 39 seconds East 99.14 feet; thence South 80 degrees 01 minutes 13
seconds East 44.53 feet to a point on a curve concave Northeasterly; thence run
southeasterly along said curve with a radius of 33.50 feet through a central
angle of 116 degrees 41 minutes 13 seconds for an arc length of 68.23 feet
(chord of 57.03 feet bears South 44 degrees 56 minutes 28 seconds East) thence
North 76 degrees 42 minutes 56 seconds East 23.06 feet; thence North 13 degrees
17 minutes 04 seconds West 17.50 feet; thence North 76 degrees 42 minutes 56
seconds East 51.33 feet to a point on a curve concave Northwesterly; thence
Northeasterly along said curve with a radius of 156.00 feet through a central
angle of 18 degrees 55 minutes 40 seconds for an arc length of 51.53 feet (chord
of 51.30 feet bears North 67 degrees 15 minutes 06 seconds East); thence South
43 degrees 54 minutes 31 seconds East 64.45 feet; thence North 47 degrees 40
minutes 15

<PAGE>

seconds East 73.99 feet to a point of curve concave Southeasterly; thence
Northeasterly along said curve with a radius of 182.00 feet through a central
angle of 08 degrees 38 minutes 41 seconds for an arc length of 27.46 feet (chord
of 27.43 feet bears North 51 degrees 59 minutes 36 seconds East); thence North
56 degrees 18 minutes 56 seconds East 92.18 feet to a point of curve concave
Northwesterly; thence run Northeasterly along said curve with a radius of 530.00
feet through a central angle of 06 degrees 18 minutes 25 seconds for an arc
length of 58.34 feet (chord 58.31 feet bears North 53 degrees 09 minutes 44
seconds East); thence South 51 degrees 43 minutes 43 seconds East 29.46 feet to
a point on a curve concave Southwesterly; thence run Southeasterly along said
curve with a radius of 198.00 feet through a central angle of 16 degrees 20
minutes 48 seconds for an arc length of 56.49 feet (chord of 56.30 feet bears
South 43 degrees 33 minutes 19 seconds East); thence South 22 degrees 55 minutes
39 seconds East 70.02 feet; thence North 69 degrees 04 minutes 06 seconds East
73.20 feet to a point of curve concave Northeasterly; thence Southeasterly along
said curve with a radius of 132.00 feet through a central angle of 31 degrees 31
minutes 22 seconds for an arc length of 72.62 feet (chord of 71.71 feet bears
South 35 degrees 49 minutes 30 seconds East); thence North 41 degrees 50 minutes
45 seconds East 88.81 feet to a point on a curve concave Southeasterly; thence
Northeasterly along said curve with a radius of 630.00 feet through a central
angle of 09 degrees 19 minutes 49 seconds for an arc length of 102.59 feet
(chord of 102.48 feet bears North 46 degrees 30 minutes 39 seconds East); thence
North 38 degrees 49 minutes 26 seconds West 58.20 feet; thence North 55 degrees
24 minutes 18 seconds East 186.37 feet to a point on a curve concave
Southeasterly; thence run Northeasterly along said curve with a radius of 100.00
feet, through a central angle of 07 degrees 02 minutes 59 seconds for an arc
length of 12.30 feet (chord of 12.30 feet bears North 58 degrees 55 minutes 48
seconds East); thence North 62 degrees 27 minutes 17 seconds East 79.26 feet to
a point on a curve concave Southeasterly; thence Northeasterly along said curve
with a radius of 100.00 feet through a central angle of 24 degrees 31 minutes 59
seconds for an arc length of 42.82 feet (chord 42.49 feet bears North 74 degrees
43 minutes 17 seconds East); thence North 86 degrees 59 minutes 16 seconds East
70.75 feet; thence South 87 degrees 46 minutes 14 seconds East 72.17 feet to a
point on the Westerly right of way of Colorado Street; thence run South 02
degrees 13 minutes 46 seconds West along said Westerly right of way 207.95 feet;
thence South 00 degrees 03 minutes 26 seconds East 539.15 feet to a point of
curve concave Northwesterly; thence run Southwesterly along said curve with a
radius of 345.26 feet through a central angle of 23 degrees 03 minutes 36
seconds for an arc length of 138.96 feet (chord of 138.02 feet bears South 11
degrees 28 minutes 22 seconds West) to a point of reverse curve; thence run
Southwesterly along said curve with a radius of 405.91 feet through a central
angle of 08 degrees 46 minutes 49 seconds for an arc length of 62.20 feet (chord
of 62.14 feet bears South 18 degrees 36 minutes 45 seconds West); thence leaving
the Westerly right of way of Colorado Street run North 89 degrees 58 minutes 36
seconds West 756.66 feet; thence run North 00 degrees 07 minutes 46 seconds West
230.93 feet to the Point of Beginning.

<PAGE>

                                   EXHIBIT A-6

                       LEGAL DESCRIPTION OF REAL PROPERTY
                     LOCATED IN HILLSBOROUGH COUNTY, FLORIDA

PARCEL I:

Part of the Northeast 1/4 of the Southeast 1/4 of Section 5, Township 28 South,
Range 19 East, Hillsborough County, Florida, and being more particularly
described as follows:

From the Southwest corner of the Northeast 1/4 of the Southeast 1/4 of Section
5, Township 28 South, Range 19 East, Hillsborough County, Florida; run thence
North 00 degrees 39 minutes 20 seconds West, 42.00 feet along the West boundary
of the said Northeast 1/4 of the Southeast 1/4 to the Northerly right-of-way
line for 138th Avenue and the POINT OF BEGINNING; thence continue North 00
degrees 39 minutes 20 seconds West, 958.00 feet along said West boundary of the
Northeast 1/4 of the Southeast 1/4; thence South 89 degrees 58 minutes 39
seconds East, 1333.91 feet along a line 1000 feet North of and parallel with the
South boundary of the said Northeast 1/4 of the Southeast 1/4 to the Westerly
right-of-way line of 37th Street; thence South 00 degrees 03 minutes 55 seconds
West, 542.28 feet (being 25.00 feet West of and parallel with the East boundary
of the Northeast 1/4 of the Southeast 1/4 of said Section 5) along said Westerly
right-of-way; thence North 89 degrees 58 minutes 39 seconds West, 527.09 feet;
thence South 00 degrees 39 minutes 20 seconds East, 415.68 feet to the Northerly
right-of-way line of 138th Avenue; thence North 89 degrees 58 minutes 39 seconds
West, 800.00 feet (being 42.00 feet North of and parallel with the South
boundary of the Northeast 1/4 of the Southeast 1/4 of said Section 5) along said
Northerly right-of-way line to the POINT OF BEGINNING.

LESS any portion thereof lying within the following described "Drainage Parcel".

DRAINAGE PARCEL

That part of the Northeast 1/4 of the Southeast 1/4 of Section 5, Township 28
South, Range 19 East, Hillsborough County, Florida, described as follows:

From the Southwest corner of the Northeast 1/4 of the Southeast 1/4 of Section
5, Township 28 South, Range 19 East, Hillsborough County, Florida; run thence
North 00 degrees 39 minutes 20 seconds West, 714.68 feet, along the West
boundary of said Northeast 1/4 of the Southeast 1/4 for a POINT OF BEGINNING;
from said POINT OF BEGINNING continue thence North 00 degrees 39 minutes 20
seconds West, 626.00 feet, along the West boundary of said Northeast 1/4 of the
Southeast 1/4 to the Northwest corner thereof; thence South 89 degrees 58
minutes 10 seconds East, 630.59 feet, along the North boundary of said Northeast
1/4 of the Southeast 1/4; thence South 54 degrees 41 minutes 57 seconds East,
51.56 feet; thence South 24 degrees 29 minutes 30 seconds East, 98.90 feet;
thence South 05 degrees 00 minutes 47 seconds West, 171.66 feet; thence South 35
degrees 27 minutes 20 seconds West, 162.05 feet; thence South 24 degrees 58
minutes 52 seconds West, 97.08 feet; thence South 46 degrees 31 minutes 38
seconds West, 106.10 feet; thence South 80 degrees 12 minutes 01 seconds West,
111.63 feet; thence North 74 degrees 58 minutes 54 seconds West, 127.35 feet;
thence South 87 degrees 00 minutes 35 seconds West, 134.18 feet; thence South 66
degrees 32 minutes 15 seconds West, 122.65 feet to the POINT OF BEGINNING.

PARCEL II:

Easement for the benefit of Parcel I as set forth in Easement Deed recorded
April 20, 1987 in O.R. Book 5098, Page 188, Public Records of Hillsborough
County, Florida.

<PAGE>

PARCEL III:

Easement for the benefit of Parcel I as set forth in Easement Deed recorded
April 20, 1987 in O.R. Book 5098, Page 206, Public Records of Hillsborough
County, Florida.

PARCEL IV:

Easement for the benefit of Parcel I as set forth in Amended and Restated
Drainage Easement Agreement dated August 27, 2001 and filed August 30, 2001 in
O. R. Book 11041, Page 821, Public Records of Hillsborough County, Florida.

PARCEL V:

Easement for the benefit of Parcel I as set forth in Grant of Easement dated
August 26, 2002 filed August 28, 2002 in O.R. Book 11891, Page 963, Public
Records of Hillsborough County, Florida, over, under and across the following
described property:

Part of the Southeast 1/4 of the Northeast 1/4 of Section 5, Township 28 South,
Range 19 East, Hillsborough County, Florida, and being more particularly
described as follows:

Begin at the Southwest corner of the Southeast 1/4 of the Northeast 1/4 of said
Section 5, Township 28 South, Range 19 East, Hillsborough County, Florida;
thence North 02 degrees 05 minutes 57 seconds West 348.98 feet along the West
boundary of the Southeast 1/4 of the Northeast 1/4 of said Section 5 to the
Southwest corner of the North 1/2 of the South 1/2 of the Southeast 1/4 of the
Northeast 1/4 of said Section 5; thence along the South boundary of the North
1/2 of the South 1/2 of the Southeast 1/4 of the Northeast 1/4 of said Section
5, South 89 degrees 58 minutes 30 seconds East, 20.00 feet; thence South 02
degrees 05 minutes 57 seconds East, 348.98 along a line 20.00 feet East of and
parallel with the West boundary of the Southeast 1/4 of the Northeast 1/4 of
said Section 5; thence North 89 degrees 58 minutes 11 seconds West, 20.00 feet
along the North boundary of the Drainage Parcel described in Exhibit "C" of O.R.
Book 8622, Page 1954 of the Public Records of Hillsborough County, Florida, to
the POINT OF BEGINNING.

<PAGE>

                                   EXHIBIT A-7

                       LEGAL DESCRIPTION OF REAL PROPERTY
                        LOCATED IN ORANGE COUNTY, FLORIDA

The East 1/2 of the Southeast 1/4 of the Southwest 1/4 of Section 15, Township
22 South, Range 31 East, said land lying and being in Orange County, Florida.

Being more particularly described as follows:

Commence at the said Southwest corner of said Section 15 thence run North 88
degrees 35'08" East along the South line of Southwest 1/4 of said Section 15 for
a distance of 2007.95 feet to a point along the Northerly right-of-way line of
Orpington Street also being the POINT OF BEGINNING, said point also on the West
line of the East 1/2 of the Southeast 1/4 of the Southwest 1/4 of said Section
15; thence departing said South line, run North 00 degrees 23'36" West along
said West line for a distance of 1324.40 feet to a point on the North line of
the Southeast 1/4 of the Southwest 1/4 of said Section 15; thence departing said
West line, run South 89 degrees 45'36" East along said North line, for a
distance of 671.44 feet to a point along East line of Southeast 1/4 of Southwest
1/4 of said Section 15; thence departing said North line run South 00 degrees
17'24" East along said East line, for a distance of 1338.10 feet to a point on
said South line of Southwest 1/4 of said Section 15, also being said North
right-of-way of said Orpington Street; thence departing said East line run North
88 degrees 35'08" West along said South line and said North right-of-way line,
for a distance of 669.32 feet to aforesaid POINT OF BEGINNING.

LESS AND EXCEPT:

A portion of land lying in the Southwest 1/4 of Section 15, Township 22 South,
Range 31 East, Orange County, Florida. Being more particularly described as
follows:

Commence at the said Southwest corner of aforesaid Southwest 1/4 of Section 15;
thence run South 88 degrees 35'08" East along the South line of said Southwest
1/4 of said Section 15 for a distance of 2007.95 feet to a point on the West
line of the East 1/2 of the Southeast 1/4 of said Southwest 1/4 of Section 15,
also being the point of intersection of the Northerly right-of-way line of
Orpington Street and the Easterly right-of-way line of Hawley Trail according to
the Plat of Educators Credit Union Addition as recorded in Plat Book 23, Page 71
of the Public records of aforesaid Orange County, Florida, also being the POINT
OF BEGINNING; thence departing aforesaid South line of the Southwest 1/4 of
Section 15, also being said Northerly right-of-way line, run North 00 degrees
23'36" West along said West line and said Easterly right-of-way of Hawley Trail
for a distance of 33.02 feet to a point on a line 33.00 feet North of and
parallel to said Northerly right-of-way line of Orpington Street; thence
departing said West line and said Easterly right-of-way line run South 88
degrees 35'08" East along said parallel line for a distance of 669.37 feet to a
point on the East line of the Southeast 1/4 of said Southwest 1/4 of Section 15;
thence departing said parallel line run South 00 degrees 17'24" East along said
East line for a distance of 33.01 feet to the Southeast corner of said Southwest
1/4 of Section 15, also being a point on aforesaid Northerly right-of-way line
of Orpington Street; thence departing said East line run North 88 degrees 35'08"
West along said Northerly right-of-way line for a distance of 669.32 feet to
aforesaid POINT OF BEGINNING.

<PAGE>

                                   EXHIBIT A-8

                       LEGAL DESCRIPTION OF REAL PROPERTY
                        LOCATED IN LUBBOCK COUNTY, TEXAS

METES AND BOUNDS DESCRIPTION of Tract "A", JPI Addition to the City of Lubbock,
Lubbock County, Texas, according to the dedication deed thereof, recorded in
Volume 5592, Page 204 and the plat recorded in Volume 5599, Page 171, Real
Property Records of Lubbock County, Texas, being further described as follows:

BEGINNING at a 1/2" rod with cap found in the West right-of-way line of
Frankford Avenue at the Northeast corner of this tract, which bears South
1650.29 feet and West 60.00 feet from the Northeast corner of Section 9, Block
J-S, Lubbock County, Texas;

THENCE South, along said right-of-way line, a distance of 519.45 feet to a 1/2"
rod with cap found at the most Easterly Southeast corner of this tract;

THENCE West a distance of 125.00 feet to a 1/2" rod with cap found for a corner
of this tract;

THENCE South 40 degrees 09 minutes 22 seconds West, a distance of 299.80 feet to
a concrete nail with cap found at a corner of this tract;

THENCE South 00 degrees 06 minutes 13 seconds West, a distance of 170.55 feet to
a 1/2" rod found in the North line of 11th Place for the most Southerly
Southeast corner of this tract;

THENCE Northwesterly, along said right-of-way line around a curve to the left,
said curve having a radius of 204.15 feet, a central angle of 15 degrees 37
minutes 30 seconds, tangent lengths of 28.01 feet and a chord distance of 55.50
feet to a 1/2" rod found at a point of tangency;

THENCE South 89 degrees 59 minutes 00 seconds West, continuing along said
right-of-way line, a distance of 420.37 feet to a 1/2" rod with cap found at the
Southwest corner of this tract;

THENCE North a distance of 911.86 feet to a 1/2" rod with cap found for the
Northwest corner of this tract;

THENCE South 89 degrees 59 minutes 25 seconds East, a distance of 794.00 feet to
the POINT OF BEGINNING.

CONTAINS: 14.264 acres.

<PAGE>

                                   EXHIBIT A-9

                       LEGAL DESCRIPTION OF REAL PROPERTY
                        LOCATED IN FRANKLIN COUNTY, OHIO

PARCEL ONE:

3.580 ACRES

      Situated in the Sate of Ohio, County of Franklin, Township of Clinton,
quarter Township 3, Township 1, Range 18, United States Military Lands and being
all of those tracts as conveyed to The Fishel Company of record in Deed Book
1479, Page 589, Official Records Volume 2085, Page H04 and Official Records
Volume 2085, Page H09, (all references refer to the records of the Recorder's
Office, Franklin County, Ohio) and described as follows:

      Beginning at a P.K. Nail found at the centerline intersection of Kinnear
Road with a C & O Railroad Right-of-Way Easement at the southeasterly corner of
that original 4.358 acre tract as conveyed to Graybar Electric Company of record
in Deed Book 1958, page 484, said P.K. Nail being South 85 degrees  35' 00"
East, a distance of 10.00 feet from a P.K. Nail found at the southwesterly
corner of Lot 5 of "Lewis Sell's Subdivision" of record in Plat Book 8, page
6-B;

      thence North 04 degrees  19' 09" East, with the easterly line of said
4.358 acre tract and the centerline of said right-of-way easement, a distance of
103.58 feet to an iron pin set at the point of curvature;

      thence continuing with the easterly line and said centerline and the
easterly lines of those tracts as conveyed to Bobbie Ruch and Jack Moore Jr. of
record in Official Records Volume 8965, Page I12 and with a curve to the right,
having a central angle of 71 degrees  02' 32" and a radius of 410.27 feet, a
chord bearing and distance of North 39 degrees  47' 18" East, 476.74 feet to an
iron pin set in the easterly line of Parcel 1 of said Ruch/Moore tract, being in
the easterly line of said Lot 5

      thence North 04 degrees  18' 09" East, continuing with the easterly line
of said Parcel 1 and easterly lot line, a distance of 25.95 feet to an iron pin
with cap (S-6579) found at the northeasterly corner of said Parcel 1 and the
southwesterly corner of that tract as conveyed to The Ohio State University
Board of Trustees of record in Deed Book 2881, page 291, being in the centerline
of a C & O Railroad Right-of-Way Easement;

      thence South 85 degrees  34' 47" East, with the southerly line of said
Ohio State University tract and said centerline, a distance of 94.19 feet to an
iron pin with cap found (S-6579) at a northwesterly corner of that tract as
conveyed to the State of Ohio FBO OSU of record in Instrument No.
199710070114040;

      thence South 04 degrees  20' 02" West, with a westerly line of said State
of Ohio tract and across said Lot 4 (passing an iron pin with cap (S-6579) found
at 40.71 feet), a total distance of 518.26 feet to a railroad spike found in the
centerline of said Kinnear Road;

      thence North 85 degrees  35' 00" West, with said centerline, (passing a
railroad spike found at 93.91 feet and a P.K. Nail found at 360.65 feet), a
total distance of 370.68 feet to the point of beginning and containing 3.580
acres of land, more or less.

<PAGE>

PARCEL TWO:
0.438 ACRE

      Situated in the State of Ohio, County of Franklin, City of Columbus,
Quarter Township 3, Township 1, Range 18, Untied States Military Lands and being
out of Parcels 1 and 2 as conveyed to Bobbi Ruch and Jack Moore, Jr. of record
in Official Records Volume 8965, Page I12, said parcels being portions of Lots 5
and 6 of "Lewis Sell's Subdivision" of record in Plat Book 8, page 6B, (all
references refer to the records of the Recorder's Office, Franklin County, Ohio)
and described as follows:

      Beginning, for reference, at an iron rod found in the centerline of
Kinnear Road, marking the intersection of said centerline with the division line
between Lots 6 and 7 of said subdivision;

      thence North 04 degrees  18' 34" East, with said division line, a distance
of 337.38 feet to a railroad spike found at the northwesterly corner of the
remainder of that tract as conveyed to Graybar Electric Company Inc. of record
in Deed Book 1958, page 484;

      thence South 85 degrees  33' 26" East, with the northerly line of said
Graybar Electric Company Inc. remainder tract, a distance of 360.79 feet to an
iron pin set at the True Point of Beginning;

      thence North 05 degrees  12' 26" East, across said Parcels 1 and 2, a
distance of 181.09 feet to an iron pin set in the centerline of an abandoned
railroad bed, the southerly line of that tract as conveyed to the Ohio State
University Board of Trustees of record in Deed Book 2881, page 291;

      thence South 85 degrees  34' 47" East, with the centerline of said
abandoned railroad bed and said southerly line, a distance of 210.62 feet to an
iron pin found in the division line between Lots 4 and 5 of said subdivision, a
northwesterly corner of that tract as conveyed to the Fishel Corporation of
record in Deed Book 1479, page 589 and Official Records Volume 2085, Page H04
and Official Records Volume 2085, Page H09;

      thence South 04 degrees  18' 09" West, with said division line, a westerly
line of said Fishel tract, a distance of 25.95 feet to an iron pin set on a
curve in the centerline of an abandoned railroad bed;

      thence with the centerline of said abandoned railroad bed, a northerly
line of said Fishel tract and with a curve to the left, having a central angle
of 36 degrees  21' 46" and a radius of 410.27 feet, a chord bearing and distance
of South 57 degrees  07' 41" West, 256.03 feet to an iron pin set at the
northeasterly corner of said remainder tract;

THENCE NORTH 85 DEGREES  33' 26" WEST, WITH THE NORTHERLY LINE OF SAID REMAINDER
TRACT, A DISTANCE OF 9.48 FEET TO THE TRUE POINT OF BEGINNING AND CONTAINING
0.438 ACRE OF LAND, MORE OR LESS.

<PAGE>

                                  EXHIBIT A-10

                       LEGAL DESCRIPTION OF REAL PROPERTY
                        LOCATED IN KNOX COUNTY, TENNESSEE

Number 1, Lot 152-R (Parcel A)

Lot 152-R, RAMSEY'S ADDITION TO THE CITY OF KNOXVILLE, TENNESSEE

Situated in the Fourth (4th) Civil District of Knox County, Tennessee, within
City Block 10145 of the 10th Ward of the City of Knoxville being more
particularly described as follows:

BEGINNING on an existing 1/4-inch iron rod at the southwestern right-of-way line
of Twelfth Street, corner to Sood, said iron rod being located 141.2 feet, more
or less, northwest of the point of intersection of the northwestern right-of-way
line of Highland Avenue with the southwestern right-of-way line of Twelfth
Street;

Thence leaving the southwestern right-of-way line of Twelfth Street and with the
northwestern line of Sood, S 49 deg. 26 min. 50 sec. W, 148.83 feet to an
existing 1/2-inch iron rod, corner to Greene;

Thence leaving the southwestern line of Sood and with the northeastern line of
Greene, N 42 deg. 02 min. 42 sec. W, 86.90 feet to an existing 1/2-inch iron rod
at the southeastern right-of-way line of a public alley;

Thence leaving the northeastern line of Sood and with the southeastern
right-of-way line of said public alley, N 51 deg. 36 min. 50 sec. E, 150.21 feet
to an existing 1/2-inch iron rod at the southwestern right-of-way line of
Twelfth Street;

Thence leaving the southeastern right-of-way line of said public alley and with
the southwestern right-of-way line of Twelfth Street, S 41 deg. 15 min. 14 sec.
E, 81.19 feet to the Point of BEGINNING.

Containing 12,554.43 square feet or 0.288 acres, more or less.

This description was prepared by Robert G. Lusby, Jr., RLS # 1332, Cannon &
Cannon, Inc., 9724 Kingston Pike, Knoxville, Tennessee 37922 and is based on a
survey by same dated June 14, 2004.

No. 2, Lot 14-R (Parcel B)

Situated in the Fourth (4th) Civil District of Knox County, Tennessee, within
City Block 10086 of the 10th Ward of the City of Knoxville being more
particularly described as follows:

BEGINNING on an existing iron rod with cap at the northeastern right-of-way line
of Twelfth Street, corner to Carr, said iron rod being located S 42 deg. 09 min.
36 sec. E, 50.00 feet from the point of intersection of the southeastern
right-of-way line of Forest Avenue with the northeastern right-of-way line of
Twelfth Street;

Thence leaving the northeastern right-of-way line of Twelfth Street and along
the common line of Carr, the following two (2) calls:

1.    N 48 deg. 08 min. 32 sec. E, 115.00 feet to an existing "punchmark" in a
      concrete wall;

2.    N 42 deg. 09 min. 36 sec. W, 50.00 feet to an existing 3/8-inch iron rod
      at the southeastern right-of-way line of Forest Avenue;

<PAGE>

Thence leaving the northeastern line of Carr and with the southeastern
right-of-way line of Forest Avenue, N 48 deg. 55 min. 41 sec. E, 81.10 feet to
an existing iron rod with cap;

Thence with a curve to the right, having a radius of 25.00 feet and a chord of S
86 deg. 46 min. 23 sec. E, 34.92 feet to an existing "PK" nail at the
southwestern right-of-way line of Worlds Fair Park Drive;

Thence with the southwestern right-of-way line of Worlds Fair Park Drive, S 42
deg. 28 min. 27 sec. E, 137.24 feet to an existing 1- inch iron pipe, corner to
Jefferson Commons- Knoxville, L.P.;

Thence leaving the southwestern right-of-way line of Worlds Fair Park Drive and
along the common line of Jefferson Commons-Knoxville, L.P., the following five
(5) calls:

1.    S 45 deg. 06 min. 17 sec. W, 74.56 feet to an existing 1/2-inch iron rod
      with cap (1332);

2.    S40 deg. 47 min. 39 sec. E, 30.00 feet to an existing 1/2-inch iron rod
      with cap (1332);

3.    N 43 deg. 42 min. 21 sec. E, 22.00 feet to an existing 1/2-inch iron rod
      with cap (1332);

4.    S 55 deg. 47 min. 39 sec. E 2.50 feet to an existing magnetic nail in a
      stump;

5.    N 45 deg. 48 min. 26 sec. E 63.31 feet to an existing "crimped" pipe at
      the southwestern right-of-way line of Worlds Fair Park Drive;

Thence leaving the southeastern line of Jefferson Commons-Knoxville, LP and with
the southwestern right-of-way line of Worlds Fair Park Drive, S 61 deg. 06 min.
28 sec. E, 48.62 feet to an existing "punchmark" at the southwestern
right-of-way line of Eleventh Street;

Thence leaving the southwestern right-of-way line of Worlds Fair Park Drive and
with the southwestern right-of-way line of Eleventh Street, the following four
(4) calls:

1.    S 27 deg. 30 min. 51 sec. E, 46.46 feet to an existing 1/2-inch iron rod;

2.    S 27 deg. 30 min. 51 sec. E, 34.94 feet to an existing "PK" nail;

3.    S 29 deg. 44 min. 26 sec. E, 10.06 feet to an existing inch iron rod;

4.    S 27 deg. 57 min. 07 sec. E, 109.40 feet to an existing inch iron rod;

Thence with a curve to the right, having a radius of 25.00 feet and a chord of S
17 deg. 43 min. 53 sec. W, 35.77 feet to an existing iron rod with cap at the
northwestern right-of-way line of Highland Avenue;

Thence with the northwestern right-of-way line of Highland Avenue, S 63 deg. 24
min. 53 sec. W, 174.13 feet to an existing "PK" nail;

Thence with a curve to the right, having a radius of 25.00 feet and a chord of N
72 deg. 21 min. 37 sec. W, 34.87 feet to an existing iron rod with cap at the
northeastern right-of-way line of Twelfth Street;

Thence with the northeastern right-of-way line of the Twelfth Street, N 28 deg.
08 min. 07 sec. W, 56.26 feet to an existing iron rod with cap, corner to
Isbill;

Thence leaving the northeastern right-of-way line of Twelfth Street and along
the common line of Isbill, the following three (3) calls:

<PAGE>

1.    N 49 deg 56 min. 53 sec. E, 66.20 feet to a set 5/8-inch iron rod with cap
      (CCI);

2.    N 27 deg. 57 min. 07 sec. W, 47.13 feet to an existing 1/2-inch iron rod
      with cap (CCI);

3.    S 60 deg. 48 min. 53 sec. W, 79.52 feet to an existing 1/2-inch iron rod
      at the northeastern right-of-way line of Twelfth Street;

Thence leaving the northwestern line of Isbill and with the northeastern
right-of-way line of Twelfth Street, the following two (2) calls:

1.    N 41 deg. 34 min. 07 sec. W, 45.58 feet to an existing 1/2-inch iron rod;

2.    N 40 deg. 52 min. 53 sec. W, 166.83 feet to the Point of BEGINNING.

Containing 86,846.40 square feet or 1.994 acres, more or less.

This description was prepared by Robert G. Lusby, Jr., RLS #1332, Cannon &
Cannon, Inc., 9724 Kingston Pike, Knoxville, Tennessee 37922 and is based on a
survey by same dated June 14, 2004.

Number 3, Lot 64-R (Parcel C, Tract 1)

LOT 64-R, COWAN'S ADDITION TO THE CITY OF KNOXVILLE, TENNESSEE

Situated in the Fourth (4th) Civil District of Knox County, Tennessee, within
City Block 10086 of the 10th Ward of the City of Knoxville being more
particularly described as follows:

BEGINNING on an existing "chiseled point" at the point of intersection of the
southeastern right-of-way line of Forest Avenue with the northeastern
right-of-way line of Nineteenth Street;

Thence leaving the northeastern right-of-way line of Nineteenth Street and with
the southeastern right-of-way line of Forest Avenue, N 66 deg. 23 min. 58 sec.
E, 400.00 feet to an existing iron rod with cap at the southwestern right-of-way
line of Eighteenth Street;

Thence leaving the southeastern right-of-way line of Forest Avenue and with the
southwestern right-of-way line of Eighteenth Street, S 23 deg. 35 min. 35 sec.
E, 133.00 feet to an existing iron rod with cap at the northwestern right-of-way
line of a public alley;

Thence leaving the southwestern right-of-way line of Eighteenth Street and with
the northwestern right-of-way line of said public alley, S 66 deg. 23 min. 58
sec. W, 400.00 feet to an existing "PK" nail at the northeastern right-of-way
line of Nineteenth Street;

Thence leaving the northwestern right-of-way line of said public alley and with
the northeastern right-of-way line of Nineteenth Street, N 23 deg. 35 min. 35
sec. W, 133.00 feet to the Point of BEGINNING.

Containing 53,200.07 square feet or 1.221 acres, more or less.

This description was prepared by Robert G. Lusby, Jr., RLS # 1332, Cannon &
Cannon, Inc., 9724 Kingston Pike, Knoxville, Tennessee 37922 and is based on a
survey by same dated June 14, 2004.

No. 4, Lot 83-R (Parcel C, Tract II)

LOT 83-R, COWAN'S ADDITION TO THE CITY OF KNOXVILLE, TENNESSEE

<PAGE>

Situated in the Fourth (4th) Civil District of Knox County, Tennessee, within
City Block 10086 of the 10th Ward of the City of Knoxville being more
particularly described as follows:

BEGINNING on an existing chiseled point at the point of intersection of the
northeastern right-of-way line of Nineteenth Street with the northwestern
right-of-way line of Highland Avenue;

Thence leaving the northwestern right-of-way line of Highland Avenue and with
the northeastern right-of-way line of Nineteenth Street, N 23 deg. 41 min. 23
sec. W, 144.91 feet to an existing 5/8-inch iron rod with cap (CCI) at the
southeastern right-of-way line of a public alley;

Thence leaving the northeastern right-of-way line of Nineteenth Street and with
the southeastern right-of-way line of said public alley, N 66 deg. 28 min. 25
sec. E, 200.08 feet to an existing "PK" nail, corner to Bailey;

Thence leaving the southeastern right-of-way line of said public alley and with
the southwestern line of Bailey, S 23 deg. 41 min. 38 sec. E 144.75 feet to an
existing 3/8-inch iron rod at the northwestern right-of-way line of Highland
Avenue;

Thence leaving the southwestern line of Bailey and with the northwestern
right-of-way line of Highland Avenue, the following two (2) calls:

1.    S 66 deg. 22 min. 55 sec. W, 158.12 feet to an existing "chiseled point";

2.    S 66 deg. 36 min. 19 sec. W, 41.97 feet to the Point of BEGINNING.

Containing 28,992.01 square feet or 0.666 acres, more or less.

This description was prepared by Robert G. Lusby, Jr., RLS # 1332, Cannon &
Cannon, Inc., 9724 Kingston Pike, Knoxville, Tennessee 37922 and is based on a
survey by same dated June 14, 2004.

No. 5, Lot 32-R (Parcel D, Tract 1)

LOT 32-R, RAMSEY'S ADDITION TO THE CITY OF KNOXVILLE, TENNESSEE

Situated in the Fourth (4th) Civil District of Knox County, Tennessee, within
City Block 10121 of the 10th Ward of the City of Knoxville being more
particularly described as follows:

BEGINNING on an existing "chiseled point" at the point of intersection of the
southeastern right-of-way line of Grand Avenue with the northeastern
right-of-way line of Sixteenth Street;

Thence leaving the northeastern right-of-way line of Sixteenth Street and with
the southeastern right-of-way line of Grand Avenue, the following three (3)
calls:

1.    N 66 deg. 31 min. 12 sec. E, 169.40 feet to an existing 5/8-inch iron rod
      with cap (CCI);

2.    N 66 deg. 24 min. 40 sec. E, 100.18 feet to an existing 5/8-inch iron rod
      with cap (CCI);

3.    N 66 deg. 13 min. 46 sec. E, 300.37 feet to an existing "chiseled point"
      at the southwestern right-of-way of James Agee Street;

Thence leaving the southeastern right-of-way line of Grand Avenue and with the
southwestern right-of-way line of James Agee Street, S 23 deg. 34 min. 25 sec.
E, 66.00 feet to an existing iron rod, corner to Stansberry;

<PAGE>

Thence leaving the southwestern right-of-way line of James Agee Street and along
the common line with Stansberry, the following two (2) calls:

1.    S 66 deg. 19 min. 56 sec. W, 50.00 feet to an existing 5/8-inch iron rod
      with cap;

2.    S 23 deg. 34 min. 21 sec. E, 84.01 feet to an existing iron rod at the
      northwestern right-of-way line of a public alley;

Thence leaving the southwestern line of Stansberry and with the northwestern
right-of-way line of said public alley, the following for (4) calls:

1.    S 66 deg. 15 min. 23 sec. W, 49.66 feet to an existing magnetic nail;

2.    S 66 deg. 15 min. 23 sec. W, 200.38 feet to an existing magnetic nail;

3.    S 66 deg. 25 min. 23 sec. W, 100.09 feet to an existing magnetic nail;

4.    S 66 deg. 27 min. 34 sec. W, 169.86 feet to an existing "chiseled point"
      at the northeastern right-of-way line of Sixteenth Street;

Thence leaving the northwestern right-of-way line of said public alley and with
the northeastern right-of-way line of Sixteenth Street, N 23 deg. 33 min. 36
sec. W, 149.96 feet to the Point of BEGINNING.

Containing 81,215.52 square feet or 1.864 acres, more or less.

This description was prepared by Robert G. Lusby, Jr., RLS # 1332, Cannon &
Cannon, Inc., 9724 Kingston Pike, Knoxville, Tennessee 37922 and is based on a
survey by same dated June 14, 2004

No. 6, Lot 44R (Parcel D, Tract II)

LOT 44-R, RAMSEY'S ADDITION TO THE CITY OF KNOXVILLE, TENNESSEE

Situated in the Fourth (4th) Civil District of Knox County, Tennessee, within
City Block 10102 of the 10th Ward of the City of Knoxville being more
particularly described as follows:

BEGINNING on an existing chiseled point at the southeastern right-of-way line of
Grand Avenue, said point being located at the point of intersection of the
southeastern right-of-way line of Grand Avenue with the northeastern
right-of-way line of S. Seventeenth Street;

Thence leaving the northeastern right-of-way line S. Seventeenth Street and with
the southeastern right-of-way line of Grand Avenue, N 66 deg. 20 min. 59 sec. E,
240.74 feet to an existing 1/2-inch iron rod, corner to The Trust Co of
Knoxville;

Thence leaving the southeastern right-of-way line of Grand Avenue and with the
southwestern line of The Trust Co of Knoxville, S 23 deg. 35 min. 31 sec. E,
150.10 feet to an existing iron rod with cap (CCI) at the northwestern
right-of-way line of a public alley;

Thence leaving the southwestern line of The Trust Co of Knoxville and with the
northwestern right-of-way line of said public alley, the following three (3)
calls:

1.    S 66 deg. 19 min. 33 sec. W, 165.18 feet to an existing iron rod with cap
      (CCI);

2.    S 66 deg. 30 min. 37 sec. W, 25.13 feet to an existing iron rod with cap
      (CCI);

<PAGE>

3.    S 66 deg. 22 min 57 sec. W, 50.74 feet to an existing iron rod with cap
      (CCI) at the northeastern right-of-way line of S. Seventeenth Street;

Thence leaving the northwestern right-of-way line of said public alley and with
the northeastern right-of-way line of S. Seventeenth Street, N 23 deg, 28 min.
23 sec. W, 150.07 feet to the Point of BEGINNING.

Containing 36,164.21 square feet or 0.830 acres, more or less.

This description was prepared by Robert G. Lusby, Jr., RLS # 1332, Cannon &
Cannon, Inc., 9724 Kingston Pike, Knoxville, Tennessee 37922 and is based on a
survey by same dated June 14, 2004

No. 7, Lot 56-R (Parcel D, Tract III)

LOT 56-R, RAMSEY'S ADDITION TO THE CITY OF KNOXVILLE, TENNESSEE

Situated in the Fourth (4th) Civil District of Knox County, Tennessee, within
City Block 10121 of the 10th Ward of the City of Knoxville being more
particularly described as follows:

BEGINNING on an existing 1/2-inch iron rod with cap (1332) at the northeastern
right-of-way line of Sixteenth Street, said iron rod being located N 24 deg. 02
min. 38 sec. W, 14.90 feet from the point of intersection of the southeastern
right-of-way line of Forest Avenue with the northeastern right-of-way line of
Sixteenth Street;

Thence with the northeastern right-of-way line of Sixteenth Street, N 24 deg. 02
min. 38 sec. W, 85.40 feet to an existing 1/2-inch iron rod with cap (1332),
corner to Monday;

Thence leaving the northeastern right-of-way line of Sixteenth Street and with
the southeastern line of Monday, N 65 deg. 57 min. 22 sec. E, 70.00 feet to an
existing 1/2-inch iron rod with cap (1332), corner to Turnmile;

Thence leaving the southeastern line of Monday and with the southwestern line of
Turnmile, the following three (3) calls:

1.    S 24 deg. 02 min. 38 sec. E, 39.50 feet to an existing 1/2-inch iron rod
      with cap (1332);

2.    S 24 deg. 02 min. 25 sec. E 26.78 feet to an existing 1/2-inch iron rod
      with cap (1332);

3.    S 24 deg. 02 min. 38 sec. E, 34.50 feet to an 1/2-inch iron rod with cap
      (1332) at the northwestern right of-way line of Forest Avenue;

Thence leaving the southwestern line of Turnmile and with the northwestern
right-of-way line of Forest Avenue, S 66 deg. 20 min. 47 sec. W, 55.10 feet to
an existing 1/2-inch iron rod with cap (1332);

Thence with a curve to the right, having a radius of 15.00 feet and a chord of N
68 deg. 50 min. 55 sec. W, 21.14 feet to the Point of BEGINNING.

Containing 6,990.09 square feet or 0.160 acres, more or less.

This description was prepared by Robert G. Lusby, Jr., RLS # 1332, Cannon &
Cannon, Inc., 9724 Kingston Pike, Knoxville, Tennessee 37922 and is based on a
survey by same dated June 14, 2004.

Number 8, Lot 28 (Parcel E)

<PAGE>

LOT 28, COWAN'S ADDITION TO THE CITY OF KNOXVILLE, TENNESSEE

Situated in the Fourth (4th) Civil District of Knox County, Tennessee, within
City Block 10083 of the 10th Ward of the City of Knoxville being more
particularly described as follows:

BEGINNING on an existing 5/8-inch iron rod with cap (Brady) at the northwestern
right-of-way line of Forest Avenue, corner to Jones, said iron rod being located
200.97 feet, more or less, southwest of the point of intersection of the
southwestern right-of-way line of Nineteenth Street with the northwestern
right-of-way line of Forest Avenue;

Thence leaving the southwestern line of Jones and with the northwestern
right-of-way line of Forest Avenue, S 66 deg. 15 min. 05 sec. W, 49.97 feet to
an existing "punchmark," corner to Hatcher;

Thence leaving the northwestern right-of-way line of Forest Avenue and with the
northeastern line of Hatcher, N 23 deg. 44 min. 59 sec. W, 132.98 feet to an
existing 5/8-inch iron rod with cap (Brady) at the southeastern right-of-way
line of a public alley;

Thence leaving the northeastern line of Hatcher and with the southeastern
right-of-way line of said public alley, N 66 deg. 14 min. 34 sec. E, 49.96 feet
to an existing 5/8-inch iron rod with cap (Brady), corner to Jones;

Thence leaving the southeastern right-of-way line of said public alley and with
the southwestern line of Jones, S 23 deg. 45 min. 08 sec. E, 132.99 feet to the
Point of BEGINNING.

Containing 6,644.97 square feet or 0.153 acres, more or less.

This description was prepared by Robert G. Lusby, Jr., RLS # !332, Cannon &
Cannon, Inc. 9724 Kingston Pike, Knoxville, Tennessee 37922 and is based on a
survey by same dated June 14, 2004.

Number 9, Lot 30-R (Parcel F)

LOT 30-R, COWAN'S ADDITION TO THE CITY OF KNOXVILLE, TENNESSEE

Situated in the Fourth (4th) Civil District of Knox County, Tennessee, within
City Block 10083 of the 10th Ward of the City of Knoxville being more
particularly described as follows:

BEGINNING on an existing 1/2-inch iron rod with cap (CCI) at the northwestern
right-of-way line of Forest Avenue, corner to Allen, said iron rod being located
49.95 feet, more or less, southwest of the point of intersection of the
southwestern right-of-way line of Nineteenth Street with the northwestern
right-of-way line of Forest Avenue;

Thence leaving the southwestern line of Allen and with the northwestern
right-of-way line of Forest Avenue, the following two (2) calls:

S 66 deg. 16 min. 28 sec. W, 49.96 feet to an existing 1/2-inch iron rod;

S 66 deg. 11 min. 23 sec. W, 50.05 feet to an existing 1/2-inch iron rod, corner
to Jones;

Thence leaving the northwestern right-of-way line of Forest Avenue and with the
northeastern line of Jones, N 23 deg. 43 min. 30 sec. W, 133.03 feet to an
existing 5/8-inch iron rod with cap (Baseline) at the southeastern right-of-way
line of a public alley;

<PAGE>

Thence leaving the northeastern line of Jones and with the southeastern
right-of-way line of said public alley, the following two (2) calls:

N 66 deg. 16 min. 46 sec. E, 49.93 feet to an existing 5/8-inch iron rod with
cap (1332);

N 66 deg. 14 min. 58 sec. E, 50.00 feet to an existing 1/2-inch iron rod with
cap (1332), corner to Allen;

Thence leaving the southeastern right-of-way line of said public alley and with
the southwestern line of Allen, S 23 deg. 45 min. 30 sec. E, 132.98 feet to the
Point of BEGINNING.

Containing 13,294.44 square feet or 0.305 acres, more or less.

This description was prepared by Robert G. Lusby, Jr., RLS # 1332, Cannon &
Cannon, Inc., 9724 Kingston Pike, Knoxville, Tennessee 37922 and is based on a
survey by same dated June 14, 2004.

Number 10, Lot 52 (Parcel G)

LOT 52, RAMSEY'S ADDITION TO THE CITY OF KNOXVILLE, TENNESSEE

Situated in the Fourth (4th) Civil District of Knox County, Tennessee, within
City Block 10102 of the 10th Ward of the City of Knoxville being more
particularly described as follows:

BEGINNING on an existing 5/8-inch iron rod (1332) at the northwestern
right-of-way line of Forest Avenue, corner to Powers, said iron rod being
located 439.4 feet, more or less, northeast of the northeastern right-of-way
line of S. Seventeenth Street;

Thence leaving the northwestern right-of-way line of Forest Avenue and with the
northeastern line of Powers, N 23 deg. 20 min. 01 sec. W, 149.99 feet to an
existing 5/8-inch iron rod with cap (1332) at the southeastern right-of-way line
of a public alley;

Thence leaving the northeastern line of Powers and with the southeastern
right-of-way line of said public alley, N 66 deg. 24 min. 33 sec. E, 50.07 feet
to an existing 5/8-inch iron rod with cap (1332), comer to Wallace;

Thence leaving the southeastern right-of-way line of said public alley and with
the southwestern line of Wallace, S 23 deg. 28 min. 30 sec. E, 149.99 feet to an
existing 5/8-inch iron rod with cap (1332) at the northwestern right-of-way line
of Forest Avenue;

Thence leaving the southwestern line of Wallace and with the northwestern
right-of-way line of Forest Avenue, S 66 deg. 24 min. 49 sec. W, 50.44 feet to
the Point of BEGLNNING.

Containing 7,537.69 square feet or 0.173 acres, more or less.

This description was prepared by Robert G. Lusby, Jr., RLS # 1332, Cannon &
Cannon, Inc., 9724 Kingston Pike, Knoxville, Tennessee 37922 and is based on a
survey by same dated June 14, 2004.

No 11, Lot 48 (Parcel H)

LOT 48, RAMSEYS ADDITION TO THE CITY OF KNOXVILLE, TENNESSEE

Situated in the Fourth (4th) Civil District of Knox County, Tennessee, within
City Block 10102 of the 10th Ward of the City of Knoxville being more
particularly described as follows:

<PAGE>

BEGINNING on an existing 1/2-inch iron rod at the northwestern right-of-way line
of Forest Avenue, corner to M.E.L. Enterprises, LLC, said iron rod being located
237.6 feet, more or less, northeast of the northeastern right-of-way line of S.
Seventeenth Street;

Thence leaving the northwestern right-of-way line of Forest Avenue and with the
northeastern line of M.E.L. Enterprises, LLC, N 23 deg. 50 min. 10 sec. W,
149.94 feet to an existing 5/8-inch iron rod at the southeastern right-of-way
line of a public alley;

Thence leaving the northeastern line of M.E.L. Enterprises, LLC and with
southeastern right-of-way line of said public alley, N 66 deg. 23 min. 20 sec.
E, 52.00 feet to an existing 5/8-inch iron rod with cap (CCI), corner to Ford;

Thence leaving the southeastern right-of-way line of said public alley and with
the southwestern line of Ford, S 23 deg. 14 min. 24 sec. E, 149.97 feet to an
existing 1/2-inch iron rod at the northwestern right-of-way line of Forest
Avenue;

Thence leaving the southwestern line of Ford and with the northwestern
right-of-way line of Forest Avenue, S 66 deg. 24 min. 49 sec. W, 50.44 feet to
the Point of BEGINNING.

Containing 7,680.56 square feet or 0.176 acres, more or less.

This description was prepared by Robert G. Lusby, Jr., RLS # 1332, Cannon &
Cannon, Inc., 9724 Kingston Pike, Knoxville, Tennessee 37922 and is based on a
survey by same dated June 14, 2004.

Number 12, Parcel 28 (Parcel I)

Situated in the Fourth (4th) Civil District of Knox County, Tennessee, within
City Block 10086 of the 10th Ward of the City of Knoxville being more
particularly described as follows:

BEGINNING on an existing "crimped" pipe at the southwestern right-of-way line of
Worlds Fair Park Drive, corner to Jefferson Commons-Knoxville, LP, said pipe
being located 48.62 feet, more or less, northwest of the point of intersection
of the southwestern right-of-way line Eleventh Street with the southwestern
right-of-way line of World Fair Park Drive;

Thence leaving the southwestern right-of-way line of Worlds Fair Park Drive and
along the common line with Jefferson Commons-Knoxville, LP, the following five
calls:

S 45 deg. 48 min. 26 sec. W, 63.31 feet to an existing magnetic nail in a stump;

N 55 deg. 47 min. 39 sec. W, 2.50 feet to an existing 1/2-inch iron rod with cap
(1332); S 43 deg. 42 min. 21 sec. W, 22.00 feet to an existing 1/2-inch iron rod
with cap (1332); N 40 deg. 47 min. 39 sec. W, 30.00 feet to an existing 1/2-inch
iron rod with cap (1332);

N 45 deg. 06 min. 17 sec. E, 74.56 feet to an existing 1-inch iron pipe at the
southwestern right-of-way line of Worlds Fair Park Drive;

Thence leaving the northwestern line of Jefferson Commons-Knoxville, LP and with
the southwestern right-of-way line of Worlds Fair Park Drive, S 60 deg. 25 min.
53 sec. E, 33.85 feet

Containing 2,526.96 square feet or 0.058 acres, more or less.

This description was prepared by Robert G. Lusby, Jr., RLS # 1332, Cannon &
Cannon, Inc., 9724 Kingston Pike, Knoxville, Tennessee 37922 and is based on a
survey by same dated June 14, 2004.

<PAGE>

Number 13, Lot 41-R (Parcel J)

LOT 41-R, COWAN'S ADDITION TO THE CITY OF KNOXVILLE, TENNESSEE.

Situated in the Fourth (4th) Civil District of Knox County, Tennessee, within
City Block 10103 of the 10th Ward of the City of Knoxville being more
particularly described as follows:

BEGINNING on a set 5/8-inch iron rod with cap (1332) at the northeastern
right-of-way line of Eighteenth Street, said iron rod being located 24.93 feet,
more or less, northwest of the point of intersection of the northwestern
right-of-way line of Forest Avenue with the northeastern right-of-way line of
Eighteenth Street;

Thence with the northeastern right-of-way line of Eighteenth Street, N 24 deg.
07 min. 39 sec. W, 108.07 feet to an existing 5/8-inch iron rod with cap (1332)
at the southeastern right-of-way line of a public alley;

Thence leaving the northeastern right-of-way line of Eighteenth Street and with
the southeastern right-of-way line of said public alley, N 66 deg. 02 min. 21
sec. E, 50.00 feet to an existing 1/2-inch iron rod with cap (1332);

Thence leaving the southeastern right-of-way line of said public alley and with
the southwestern line of M.E.L. Enterprises, S 24 deg. 07 min. 39 sec. E, 133.00
feet to an existing 1/2-inch iron rod at the northwestern right-of-way line of
Forest Avenue;

Thence leaving the southwestern line of M.E.L. Enterprises and with the
northwestern right-of-way line of Forest Avenue, S 66 deg. 02 min. 21 sec. W,
25.07 feet to an existing 5/8-inch iron rod with cap (1332);

Thence with a curve to the right, having a radius of 25.00 feet and a chord of N
69 deg. 02 min. 39 sec. W, 35.30 feet to the Point of BEGINNING.

Containing 6,516.75 square feet or 0.150 acres, more or less.

This description was prepared by Robert G. Lusby, Jr., RLS # 1332, Cannon &
Cannon, Inc., 9724 Kingston Pike, Knoxville, Tennessee 37922 and is based on a
survey by same dated June 14, 2004.

<PAGE>

                                    EXHIBIT B

                                SERVICE CONTRACTS

                            [COVER PAGE FOR 10 PAGES]

<PAGE>

                                    EXHIBIT B

               JEFFERSON COMMONS - TALLAHASSEE LIMITED PARTNERSHIP
                  SERVICE AND MAINTENANCE AGREEMENTS/CONTRACTS
                                 AS OF JULY 2004

<TABLE>
<CAPTION>
                      NAME                                                 TYPE OF CONTRACT
<S>                                                           <C>
Allied Resident/Emp. Screening                                Subscriber Agreement

Associated Scurity Enforcement, Inc.                          Security Contract

Comcast Cablevision                                           Cable Television

Florida Pest Control                                          Exterminating Service

Hobkirk Enterprises Towing & Recovery, Inc.                   Towing Agreement

Homestore Com Apartments & Rentals                            Web Brochure Agreement

Ikon Office Solutions                                         Copier Maintenance Agreement

Johnson & Johnson                                             Cleaning Contract - Verbal Agreement Only

Marpan                                                        Dumpster - Equipment Leasing

Nav-Com                                                       Answering Service

Nicholson's Landscape Co.                                     Landscape Maintenance Agreement

Fusion Broadband, Inc. (formerly known as Noment              Internet Services Agreement
Networks)

Paul's Pest Control                                           Pest Control Agreement

QCorp's Residential, Inc.                                     Service Order Form

Qwest                                                         Long Distance Provider

Simplex Grinnell                                              Firm Alarm Monitoring

Southern Management Systems                                   Collection Agency

Sprint-Florida, Inc.                                          Telephone Agreement

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

<PAGE>

                                    EXHIBIT B

                   JEFFERSON COMMONS - WESTERN MICHIGAN, 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

Ameritech/SBC Operations, Inc. (SmartMoves)                   Telephone Agreement

Apartment Guide                                               Property Listing Service Agreement

BFI                                                           Refuse Removal Service Agreement = Verbal
                                                              Agreement Only

Charter Communications                                        Cable Television Bulk Service Agreement

DL Gallivan                                                   Machine Service Agreement (student center
                                                              copier) = Verbal Agreement

Homestore.com Apartments & Rentals                            Web Brochure Agreement

John D. Bradshaw, P.C. (Attorneys at Law)                     Retainer Agreement

Metro Transit System of the City of Kalamazoo                 Bus Service Agreement

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

Orking Exterminating, Inc.                                    Commercial Services Agreement

Pitney Bowes Credit Corp.                                     Equipment Lease

Qcorps Residential, Inc.                                      Service Order Form

SBC Business Communications Services                          Maintenance Service Agreement

Southern Management Systems                                   Collection Agency

Superior Lawn Maintenance, Inc.                               Landscape Maintenance Agreement

Superior Lawn Maintenance, Inc.                               Snow Removal Agreement

Superior Lawn Maintenance, Inc.                               Security Agreement

The Greek Telephone Directory, Inc.                           Full Page Advertiser Agreement

Vanguard                                                      Monitoring of Fire Alarm, Clubhouse Security &
                                                              Apt. Agreement
</TABLE>

<PAGE>

<TABLE>
<S>                                                           <C>
Western Herald Advertising                                    Display Advertising (WMU)

WMU - Division of Intercollegiate Athletics                   Sponsorship Contract
</TABLE>

<PAGE>

                                    EXHIBIT B

                        JEFFERSON AT STATE COLLEGE, L.P.
                  SERVICE AND MAINTENANCE AGREEMENTS/CONTRACTS
                                 AS OF JULY 2004

<TABLE>
<CAPTION>
                      NAME                                                 TYPE OF CONTRACT
<S>                                                           <C>
ADT Security Services, Inc.                                   Security Alarm Monitoring Agreement

Allied Resident/Employee Screening                            Subscriber Agreement

Centre Area Transportation Authority                          Transportation Agreement

Centre Daily Times                                            Apartment Hunter Frequency Agreement

Collegian, Inc.                                               Advertising Contract

Cutting Edge Lawn Care                                        Landscape Agreement & Snow Removal

Ikon Office Solutions                                         Copier Maintenance/Service Agreement

Fusion Broadband, Inc. (formerly known as Noment              Internet Services Agreement
Networks)

Onox Waste Services - DuBois                                  Waste and Recycling Services

Pitney Bowes Credit Corp.                                     Equipment/Maintenance Agreement

QCorps Residential, Inc.                                      Service Order Form

SmithMyer's Electronics                                       Firm Alarm System Monitoring & Yearly
                                                              Inspection

Southern Management Systems                                   Collection Agency

The Greek Telephone Directory, Inc.                           Full Page Advertiser Agreement

TCI of Pennsylvania, Inc.                                     Cable Services Agreement

Verizon                                                       Residential Telephone Services Mktng.
                                                              Agreement
</TABLE>

<PAGE>

                                    EXHIBIT B

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

<TABLE>
<CAPTION>
                      NAME                                                 TYPE OF CONTRACT
<S>                                                           <C>
Allied Residenet/Emp. Screening                               Emp. Screening

Chickasaw Telecommunications Services, Inc.                   Telecommunications Services and Marketing
                                                              Agreement

Cox Communications (successor to Peak                         Cable Agreement
Cablevision)

Homestore.com Apartments & Rentals                            Web Brochure Agreement

Ikon Office Solutions                                         Copy & Facsimile Maintenance Agreement
                                                              (Business Ctr.)

Ikon Office Solutions                                         Copy & Facsimile Maintenance Agreement
                                                              (Clubhouse)

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

O'Hara Lawn Care                                              Lawncare Agreement

Pitney Bowes Credit Corp.                                     Equipment/Maintenance Agreement

Qcorps Residential, Inc.                                      Service Order Form

Southern Management Systems                                   Collection Agency

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

<PAGE>

                                    EXHIBIT B

                     JEFFERSON AT THARPE LIMITED PARTNERSHIP
                  SERVICE AND MAINTENANCE AGREEMENTS/CONTRACTS
                                 AS OF JULY 2004

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

Apartment Finder                                              Apartment Guide

Associated Security                                           Security Contract

Comcast Cablevision                                           Cable Television

Florida Pest Control                                          Exterminating Service - Verbal Agreement
                                                              Only; no Written Contract

Homestore.com Apartments & Rentals                            Web Brochure Agreement

Ikon                                                          Copier Maintenance & Service Agreement &
                                                              Lease Agreement

Mar Pan                                                       Dumpster (Equipment Lease Agreement)

Nicholson's Landscape Co.                                     Landscape Agreement

Fusion Broadband, Inc. (formerly known as Noment              Internet Services Agreement
Networks)

QCorps Residential, Inc.                                      Service Order Form

Qwest Communications Corp.                                    Office Long Distance

Simplex Grinnell                                              Back Flow Inspection

Simplex Grinnell                                              Fire Alarm Monitoring

Southern Management Systems, Inc.                             Collection Agency

Sprint                                                        Agreement for Marketing of Services

Sprint                                                        Telephone Agreement

The Greek Telephone Directory, Inc.                           Full Page Advertiser Agreement

Intetech, L.C.                                                Occupancy Agreement
</TABLE>
<PAGE>

                                    EXHIBIT B

                  JEFFERSON COMMONS - TAMPA LIMITED PARTNERSHIP
                  SERVICE AND MAINTENANCE AGREEMENTS/CONTRACTS
                                 AS OF JULY 2004

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

All Pro Exterminators                                         Termite/Pest Control Agreement

Bright House Networks (formerly Time Warner)                  Cable Television

Brun Protective Security, Inc.                                Security Officer Service Agreement

Complete Maintenance & Janitorial Service                     Cleaning Agreement - Verbal Agreement; no
                                                              Written Contract

Ikon Office Solutions                                         Copier & Facsimile Maintenance Service

Liberty Waste & Recycling                                     Commercial Service Agreement (Non-
                                                              Hazardous Waste)

Orkin Pest Control                                            Extermination/Pest Control

Pitney Bowes Credit Corporation                               Postage Meter Lease

Precision Fire and Security                                   Alarm Monitoring - Verbal Agreement; No
                                                              Contract

QCorps Residential, Inc.                                      Service Order Form

Southern Management Systems, Inc.                             Collection Agency

Star Environmental                                            Lift Station Cleaning - Verbal Agreement; No
                                                              Contract

The Oracle                                                    Display Advertising Agreement

TruGreen Landcare                                             Landscape/Grounds Maintenance Agreement

Verizon Avenue Corp. (Successor to GTE)                       Resident Internet

Verizon                                                       Local Telephone Service
</TABLE>

<PAGE>

                                    EXHIBIT B

                 JEFFERSON LOFTS AT ORLANDO LIMITED PARTNERSHIP
                  SERVICE AND MAINTENANCE AGREEMENTS/CONTRACTS
                                AS OF AUGUST 2003

<TABLE>
<CAPTION>
                      NAME                                                 TYPE OF CONTRACT
<S>                                                           <C>
BellSouth Telecommunications, Oinc.                           Service and Marketing Agreement

Campus Guide (Business Directory)                             Print Advertisement

Echostar Satellite Corporation                                Multi-Channel Video & Audio Programming
                                                              Services

Firetronics, Inc.                                             Monthly Monitoring Service - Fire Alarm
                                                              (Clubhouse & Buildings)

Florida Multimedia Services                                   Bulk Ethernet Service Agreement

Homestore.com Apartments & Rentals                            Internet Advertisement Agreement

Innovative Systems, Inc.                                      Sales & Installation Agreement

Keytrak, Inc.                                                 System Purchase Agreement

Pitney Bowes Credit Corp.                                     Postage Meter Equipment Lease

Precision Fire and Safety, Inc.                               Client Agreement - Burglar Alarm Monitoring

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

Toshiba Business Solutions                                    Full Service Maintenance Agreement

Waste Management of Orlando                                   Equipment/Service Agreement
</TABLE>

<PAGE>

                                    EXHIBIT B

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

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

Coca-Cola                                                     Full Service Agreement

Cox Communications West Texas, Inc.                           CATV Agreement

Gafford Pest Control Services, Inc.                           Pest Control Agreement = Service Agreement
                                                              only

Homestore.com Apartments & Rentals                            Web Brochure Agreement

Lubbock Apartment Association                                 Advertising Contract - Apt. Directory (Full
                                                              page, full color ad)

Metro Lawn Service                                            Landscape Maintenance Agreement

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

Norvell Fire/Norvell Detection & Cabling                      Security Services Agreement

Pitney Bowes                                                  Postage Meter Rental Agreement

Qcorps Residential, Inc.                                      Service Order Form

Southern Management Systems, Inc.                             Collection Services Agency

The Greek Telephone Directory, Inc.                           Full Page Advertiser Agreement

Southwestern Bell Telephone Company                           Telecommunications Services Agreement
</TABLE>

<PAGE>

                                    EXHIBIT B

                       JEFFERSON COMMONS - COLUMBUS, 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

Benchmark Landscape                                           Landscape Agreement

Berwick Electric Security/Monitoring                          Fire Alarm System Agreement (for Building #2)

Berwick Electric Security/Monitoring                          Fire Alarm System Agreement (for Building #1)

Berwick Electric Security/Monitoring                          Security System Agreement (office)

Copier Brothers, The                                          Copier Maintenance Agreement (Toshiba machine)

Gentry Fire Protection                                        Life Safety System & Test & Inspection Agreement

Homestore.com Apartments & Rentals                            Web Brochure Agreement

Ikon Office Solutions                                         Copier Maintenance Agreement (Canon machine)

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

Orkin Exterminating, Inc.                                     Pest Control Agreement

Pitney Bowes Credit Corp.                                     Equipment Lease

Qcorps Residential, Inc.                                      Service Order Form

Republic Waste                                                Refuse Removal

Sanese Services, Inc.                                         Vending Machine

Smart Dollar Advertising, Inc.                                Advertising Purchase Agreement

Southern Management Systems                                   Collection Agency

The Greek Telephone Directory, Inc.                           Advertiser Agreement

Time Warner Cable                                             CATV Agreement

Verizon Midwest                                               Telephone Services/Marketing Agreement

SBC Operations, Inc., agent for Ameritech                     Telephone Services/Marketing Agreement
Consumer Services
</TABLE>

<PAGE>

                                    EXHIBIT B

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

<TABLE>
<CAPTION>
                      NAME                                                 TYPE OF CONTRACT
<S>                                                           <C>
Allied Resident/Emp. Screening                                Subscriber Agreement

Asco, Inc. (Answer Quick)                                     Telephone Answering Service Agreement

Birch Telecom                                                 Maintenance Agreement

Birch Telecom                                                 Local Telephone Services Agreement

Birch Telecom                                                 Voice Term Plan Agreement

Comcast Cablevision of the South, Inc.                        CATV Agreement

Cook's Pest Control                                           Service Agreement

Homestore.com Apartments & Rentals                            Web Brochure Agreement

Ikon Office Solutions                                         Copier & Facsimile Maintenance Agreement

Knoxville Area Transit (KAT)                                  Trolley Service Agreement

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

Pitney Bowes Credit Corporation                               Equipment Lease

Qcorps Residential, Inc.                                      Service Order Form

Qwest Communications Corp.                                    Toll Free Telephone Number

Security Equipment Company, Inc. (a/k/a Metro                 System Monitoring and Annual Inspection
Security)

The Daily Beacon                                              Advertising Agreement

The Greek Telephone Directory, Inc.                           Full Page Advertiser Agreement

Waste Management of Knoxville                                 Service Agreement
</TABLE>

<PAGE>

                                    EXHIBIT C

                                PERSONAL PROPERTY

                            [COVER PAGE FOR 30 PAGES

<PAGE>

                                    EXHIBIT C

                                PERSONAL PROPERTY
               JEFFERSON COMMONS - TALLAHASSEE LIMITED PARTNERSHIP

                                 AS OF JULY 2004

COMMUNITY MANAGER'S OFFICE

3 pictures

1 desk

2 chairs

1 secretary chair

1 two drawer lateral filling cabinets

1 computer

1 American Security Safe

1 Sony video cassette recorder

1 printer

1 4 drawer metal filing cabinet

1 2 drawer metal filing cabinet

1 2 level book shelf

LEASING MANAGER'S OFFICE

1 two draw lateral filing cabinet

1 secretary chair

2 chairs

1 computer

1 picture

1 HP laser jet printer

1 desk

RESIDENT SERVICES MANAGER'S OFFICE

1 computers

1 picture

1 secretary chair

2 chairs

1 key box

2 2 drawer metal filing cabinets

MAINTENANCE OFFICE

1 chair

1 key machine

vacuum pump

recovery machine

2 drills

wood plainer

set of torches

nitrogen tank

compound miter saw

table saw

backpack blower

skill saw

3 golf carts

2 batteries

1 gas can

roto zip tool

charging scale for freon

pool furniture (on pool deck)

welder

air compressor

LOBBY

1 wooden desk with chair

4 chairs

1 square glass table

1 round table

4 square back chairs

2 leasing desks

4 chairs

2 computers

5 pictures

MODEL

1 sofa and chair

2 pictures

1 dining room table with 4 chairs

1 GE oven

1 GE refrigerator

1 GE microwave

1 GE dishwasher

1 GE washer and dryer

1 bed

1 dresser

2 pictures

1 chair

COPY ROOM

4 four-drawer lateral filing cabinets

1 GE refrigerator

1 typewriter

1 GE microwave

1 computer

<PAGE>

1 pictures

1 mini fridge

1 printer

GAME ROOM

1 snack machine

2 tables

5 bar stools

2 soda machines

1 TV

1 pool table

1 ping pong table

1 fooseball table

1 stereo

2 pictures

2 art pieces

TANNING ROOM

1 tanning bed

1 lamp

1 table

1 fan

FITNESS CENTER

2 treadmills

1 universal machine

2 arm machines

1 bar stool

1 TV

2 elipticals

1 stair master

1 stationary bike

POOL

39 loungers

6 tables

3 large tables

12 chairs

2 grills

COMPUTER LAB

6 computers

8 desk chairs

1 fax/copier

1 printer

2 pictures

STUDY ROOM

3 chairs

1 table

2 pictures

<PAGE>

                                    EXHIBIT C

                                PERSONAL PROPERTY

                 JEFFERSON LOFTS AT ORLANDO LIMITED PARTNERSHIP
                                 AS OF JULY 2004

OFFICE INVENTORY LIST

DIRECTOR OF COMMUNITY OPS OFFICE

1 Two shelf book case

1 Desk

3 Chairs

2 Credenzas

1 Computer w/monitor

1 Printer

1 TV monitor

1 painting

1 phone

RSM OFFICE

1 Two shelf bookcases

1 Desk

3 Chairs

2 Computers

1 Monitor

2 Credenzas

1 Phone

1 Lamp

2 Paintings

LEASING MANAGER OFFICE

1 Desk

1 Desk Chair

2 Chairs

1 Credenza

1 Computer w/Monitor

1 Printer

2 Paintings

1 Phone

1 Lamp

RESOURCE ROOM

1 Table

4 Chairs

1 Computer w/Monitor

1 Copy Machine

1 Key Track system (computer, monitor, printer, 2 drawers)

1 Fridge

1 Microwave

3 Filing Cabinets

1 Phone

1 Key Cutting Machine

2 Radios

1 TV Monitor

2 Amplifiers

LOBBY

6 High Back Chairs

4 End Tables

1 Coffee Table

1 Greeting Desk

1 Desk Chair

1 Credenza

1 Computers w/1 Monitors

1 Lamp

1 Phone

LEASING AREA

2 Desks

8 Chairs

1 Credenza

2 Computer w/Monitor

2 Lamps

2 Phones

2 Paintings

COMPUTER LAB

6 Desks

5 Chairs

5 Computers w/Monitors

1 Printer

GAME ROOM

4 Tables

8 Chairs

6 Paintings

1 Pool Table

MODEL

1 Over stuffed chair

1 Full size sofa

1 End Table

1 Entertainment Center

1 Coffee Table

4 Dining Table Chairs

<PAGE>

1 Dining Room Table

1 TV

1 VCR

4 Lamps

1 Washing Machine

1 Dryer

1 Coffeepot

1 Teapot

1 Microwave

1 Stove

1 Fridge/Freezer

1 Dishwasher

1 Bed

1 Dresser (4 Drawers)

1 Desk

6 Paintings

1 Large Mirror

1 Large Bookshelf

MAINTENANCE INVENTORY LIST

3 Lobby dust pan #118180

3 Large angle broom #118175

5 Rubber toilet plunger #150750

1 Industrial first aid kit # 129348 (office)

1 Industrial first aid kit # 129348 (shop)

Aluminum ladder- 2' #750000

Aluminum ladder - 6' #750002

Aluminum ladder -24' #750015

1 Mop #127179

1 Bucket #127159

Map Handles #117528

235012 Nitrogen regulator and blow-out kit

135014 Oxy/Acetylene weld and braze kit

w/ carrier

149896 JB 7 CFM Vacuum pump

129420 Large lower back support belt (3)

136510 Ryobi 3/8" 14V cordless drill kit

129643 Edsal 45-gallon flammable cabinet
"FOB"

285170 GE .7 cubic ft countertop

microwave - white

135009 Nitrogen- RR tank refill

235110 RR- nit tank deposit

135001 Acetylene - MC tank refill

135002 MC tank deposit

135003 Oxygen - R tank refill

135004 OX - R tank deposit

149909 Refridg charging manifold set (2)

129302 clear plastic safety goggles (4)

750013 12 ft fiberglass set ladder

130302 Chapin 48 oz. Hand sprayer (2)

135120 Milwau 1/2" var speed hammer drill

130534 SKIL 7-1/4" circular saw

130822 Bosch 3-1/4" planer

131028 Porter cable 1/4 sht palm grip
sander

111901 61-1/2" flexrak leaf rake

111902 61-1/2" garden blow rake

111903 61" landscaper round point shovel

111904 61" landscaper square point shovel

180185 Hamilton Beach 12-cup coffeemaker

130232 2 gallon spill proof gas can

3 Golf Carts

1 Blower

1 Vacuum

1 Freon recovery system

1 Dollie

4 two-way radios

1 Wet Vac

1 Power Washer

UNIT INVENTORY

254 Sofas

254 Lounge Chairs

254 End Tables

254 Cocktail Tables

254 Entertainment Centers

254 Dining Tables

936 Dining Chairs

730 Bedsets

730 Chests

730 Desks

730 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

<PAGE>

                                    EXHIBIT C

                                PERSONAL PROPERTY

                     JEFFERSON AT THARPE LIMITED PARTNERSHIP
                                 AS OF JULY 2004

MODEL

1 Roper refrigerator

1 Roper Oven

1 Roper Dishwasher

1 Roper Washer

1 Roper Dryer

1 Sofa

1 Chair

1 Coffee Table

1 End Table

1 Microwave

Dining room table and four chairs

Desk and Hutch

1 Dresser

1 Night stand

1 Full sized bed

10 Pictures

COMPUTER LAB

11 Computers

18 Secretary Chairs

1 Laser jet printer

2 Round table with 5 chairs

ACCOUNTANT'S OFFICE

1 Desks

2 Secretary Chairs

3 Two drawer lateral file cabinets

1 Round back chair

1 computer

1 printer

RESIDENT SERVICES "COPY ROOM"

1 Onkyo Tuner

1 Onkyo tape deck

1 Onkyo CD Player

1 T.V.

1 Color Duplex Multiplexer

1 Time clock

RESIDENT SERVICES "COPY ROOM" (CONT.)

1 VCR

1 Agile modulator

1 Computers

4 Four drawer lateral filing cabinets

LOBBY

1 Coffee table

2 End tables

4 Waiting chairs

1 Lamps

RESIDENT SERVICE OFFICE

1 Desk with Secretary Chair

1 Computer

1 Printer

2 Chairs

STUDY ROOM

1 Round table with four chairs

CLUBHOUSE

1 Foozball table

1 Air hockey table

1 Coffee table

1 Roper oven

1 Roper refrigerator

1 Microwave oven

1 Electronic dart board

1 Big screen television

1 Roper dishwasher

2 pool tables

2 Foyer tables

2 Bar chairs

3 square tables and 12 chairs

3 Televisions

2 Sofa

1 End table

2 loveseats

9 lamps

CORPORATE UNIT

1 Roper oven

1 Roper side by side refrigerator

1 Microwave

1 Dishwasher

1 Dining room table with 6 chairs

1 Buffet table

1 Entertainment center

1 Sofa

1 T.V.

<PAGE>

1 VCR

1 Desk

1 Roper Washing machine

1 Roper dryer

2 Foyer tables

4 Sofa chairs

1 End tables

2 Tables with 12 chairs

EXERCISE ROOM

1 Leg extension machine

1 Lat pull down machine

1 Cross pull machine

1 Upper leg extension machine

1 Leg press machine

1 Chest press machine

1 Calve extension machine

1 Peck machine

2 Stair climbing machines

2 Exercise bikes

1 Elliptical machines

2 Tread mills

2 Sit up benches

2 Tanning beds

3 Incline benches

3 Televisions

16 sets of various size dumb bells

POOL AREA

4 Tables

18 Table chairs

69 Lounge chairs

1 outdoor pool table

2 ping pong tables

MAINTENANCE SHOP

1 Nitrogen rig

1 Freon recovery unit

1 Kwikset rekey kit

1 Small air compressor

1 Electronic charging scale

1 Vacuum pump

1 6" bench grinder

1 10ft. Step ladder

1 3000# Pressure Washer

1 Carpet blower

1 Wet/dry vacuum

1 Appliance hand truck

1 Oreck vacuum

1 Acetylene torch

2 Key cutting machines

2 Extension ladders

6 Golf carts with chargers

7 radios with chargers

1 Sidewalk scrubber

1 Back Pack Blower

1 Roto Zip

1 Tile Saw

1 Drain Cleaning

1 Dehumidifier

1 carpet fan

2 Dollys

MANAGER'S OFFICE

1 desk

1 computer

2 - two draw lateral fining cabinet

1 four drawer lateral filing cabinet

1 television

1 printer

3 chairs

1 secretary chair

UNIT INVENTORY

454 Sofas

454 Lounge Chairs

454 End Tables

454 Cocktail Tables

454 Entertainment Centers

454 Dining Tables

1,816 Dining Chairs

1,463 Bedsets

1,463 Chests

1,463 Desks

1,463 Desk Chairs

1 Sofa

1 Lounge Chair

1 End Table

1 Cocktail Table

1 Dining Table

4 Dining Chairs

1 Bedset

1 Chest

1 Desk

1 Desk Chair

<PAGE>

                                    EXHIBIT C

                                PERSONAL PROPERTY
                  JEFFERSON COMMONS - TAMPA LIMITED PARTNERSHIP

                                 AS OF JULY 2004

CLUBHOUSE

2 leasing desks

4 chairs w/tables

2 rollback chairs

3 telephones

1 greeter table w/1chair

2 tables

4 chairs

1 couch

2 chairs for traffic

1 coffee table

2 computers

12 plants

1 magazine rack

1 movie stand

2 wicker baskets for refreshments

11 pictures

RESIDENT RELATIONS

1 desk

2 chairs

1 computer

1 telephone

1 printer

2 credenza

1 plants

1 pictures

LEASING MANAGER

1 desk

2 chairs

1 credenza-file cabinet

1 computer

1 telephone

2 pictures

COMMUNITY MANAGER

1 desk

2 chairs

1 lamp

2 credenza-file cabinet

2 pictures

1 plants

1 telephone

1 computer

1 Printer

MODEL LIVING ROOM

1 entertainment center

1 couch

1 end table

1 coffee table

1 chair

6 plants

2 lamps

1 TV

12 books

3 pillows

5 picture frames

4 candles

MODEL BEDROOM

1 Full-size extra long bed

8 pillows

1 desk

1 chair

2 lamps

1-dresser ( 5 drawer)

3 books

2 pictures

1 plant

2 frames

2 blankets

1-game (for show)

MODEL DINING ROOM

1 Dining Room table

4 chairs

4 plates

4 wine glasses

4 napkins

4 bowls

5 pictures

MODEL KITCHEN

8 vase

1 frame

3 candles

1 clock

1 coffee pot

<PAGE>

1 blender

1 microwave

1 oven

1 refrigerator

1 cookie maker

2 plants

1 washer/dryer

2 towels

1 fruit dish

1 book

1 utensil holder

3 glass containers

MODEL BATHROOM

2-sinks

1 Towel rack

11 towels

2 toothbrush

1 holder

1 candle

1 mirror

3 silver containers

1 shower curtain

1 clock

1 bath mat

1 plant

1 trash can

1 picture

LEFT SIDE OF CLUBHOUSE

STUDY ROOM

8 chairs

2 round tables

COMPUTER ROOM

8 computers

8 chairs

1 copy machine

1 printer

EXERCISE ROOM

2 steppers

2 treadmills

1 free runner

2 bikes

9 weight machines (seven arms and two leg machines)

1 Tree

2 pictures

3 TV's

GAME ROOM

10 chairs

3 tables

1 pool table

1 air hockey

1 foozie ball

6 pictures

1 tree

1 TV

1 VCR

TANNING ROOM

1 Tanning Bed

1-paper towel dispenser

1-picture

THEATER

DVD/VHS Player

Larger Screen

1-projector

16 chairs

1-center table

2-executive round tables

1 table plant

Pool Inventory

16-chairs

4 - tables

3-Umbrellas

52-lounge Chairs

13-small tables

2-Barbeque Grills

1-Ceiling Fan -in cabana area

6-pool signs

MAINTENANCE SHOP

4 Golf Carts

1 recovery

1 nitrogen blow kit

1 vacuum pump

1 air compressor

1 scale

1 socket set

1 set of guages  a/c

1 hammer drill

1 royozip kit

1 reciprocating saw

1 phone tester

1 skil saw

1 heat gun

2 wood clamps

1 amp tester

4 radios

2 extension cords

<PAGE>

1 hand held snake

2 grease guns

1 auger

2 T-squares

2 levels

2 Ear protectors

3 belts

1 bolt cutter

1 Five Gallon gas can

1 One Gal gas can

1 big blower

1 One gallon shop vacuum

1 Ten galon  wet vacuum

1 Cig. Butt Vacuum

1 pressure washer with two hose extensions

2 Dollies

2 sprayer for pavement lining

1 post hole digger

3 round nose shovels

2 steel racks

1 pick

1 leaf rake

1 electric drill

1 kwik set keying kit

1 kwik set installation kit

1 rotor with bits

UNIT INVENTORY

336 Sofas

336 Lounge Chairs

336 End Tables

336 Cocktail Tables

336 Entertainment Centers

336 Dining Tables

1,284 Dining Chairs

1,002 Bedsets

1,002 Chests

1,002 Desks

1,002 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 AT STATE COLLEGE, L.P.

                                 AS OF JULY 2004

RESOURCE ROOM

1 Table

5 Chairs

1 Otis Spunkmeyer Oven

2 GE Refrigerators

1 Handy Trac Key Control System

1 Double Cabinet Storage for Bedroom Keys

4 Small Metal Cabinets for Master for Entry/Bedroom Keys

1 Soho Tan 1 Line Telephone

3 Metal 4 Drawer Lease File Cabinets

1 Pitney Bowes Postage and  Weighing Machine (Leased)

1 Culligan/Oasis Water Cooler  (Leased)

1 Canon Copy/Fax/Print IF Machine (Model Image Runner, SN #ZCS10350)

1 Quartet Paper Cutter

1 Fellowes Paper Shredder

2 Hoover and Bissel Vacuums

3 US Flags

3 PA Flags

CLUBHOUSE

7 Soho Black 4 Line Telephones

1 Glass Table

25 Wall Pictures

13 Chairs

4 Wooden Double Filing Cabinet

14 NEC MultiSync Monitors (Model #A500+)

14 Compaq Keyboards

14 Compaq Mouses

1 Hewlett Packard Jet Direct 170X (Model #J3258B, SN#SG0420153)

1 Powerlock Copy Machine (Model #D113Z6T, SN#1951750006)

1 Cherry Walnut Desk

8 Desk Lamps

13 Desk Chairs

3 Wood Double Drawer File Cabinets

2 6' Plastic Tables

2 Long Metal Benches

OFFICE

1 Hewlett Packard Laser Jet HP Lazerjet 4200 (Model #4050N)

CA DESK

Intel Pentium IIII Dell
(SN#MYOY135247603447FWYX)

LEASING MANAGER

Intel Pentium IIII Dell
(SN#MYOY135247603447FXVY)

LEASING PROFESSIONAL

Intel Pentium IIII Dell
(SN#MYOY135247603447FWZF)

Intel Pentium IIII Dell
(SN#MYOY135247603447FWZF)

RESIDENT/RELATIONS

Intel Pentium IIII Dell
(SN#MYOY135247603447FX60)

COMMUNITY MANAGER

Intel Pentium IIII Dell
(SN#MYOY135247603447FWZL)

1 Phillips VCR Time Lapse Video Recorder

1 Phillips Video Monitor

1 Phillips Video Multiplexer

1 Polaroid Camera

1 Sony Digital Mavica Camera FD Drive 2X (Model #MVCFD73)

1 Leather Desk Chair

COMPUTER LAB

Intel Pentium IIII Dell
(SN#MYOY135247603447FWZK)

Intel Pentium IIII Dell
(SN#MYOY135247603447FX5Z)

Intel Pentium IIII Dell
(SN#MYOY135247603447FX6X)

Intel Pentium IIII Dell
(SN#MYOY135247603447FWZE)

Intel Pentium IIII Dell
(SN#MYOY135247603447FWZE)

Intel Pentium IIII Dell
(SN#MYOY135247603447FXVV)

Intel Pentium IIII Dell
(SN#MYOY135247603447FWZG)

Intel Pentium IIII Dell
(SN#MXOY135247605450BWE9)

Intel Pentium IIII Dell
(SN#MYOY135247603447FX6Y)

9 Surge Arrest APC Surge Protectors

1 Canon Copy Machine (Model #Aficio, SN#H24911201124)

1 Canon Laser Multifunction System

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Fax Machine

1 Hewlett Packard Laserjet 2100 (Model #C4170A, SN#USGH078372)

ACCOUNTANT

1 Smith Corona Typewriter (SN#NA3HH)

Data Cartridge

FRONT OFFICE

5 Oakwood Desk with Three Drawer Dressers

1 Mahogony Desk

1 Mahogony Desk Chair

1 Marble Information Table

1 Couch

1 Sofa Chairs/Love Seats

1 Coffee Table

2 Small Marble Tables w/ Vases on Top

2 Elephant Mantle Pieces

3 Stone/Plastic Planters

OUTSIDE

1 Volleyball Net & Posts

8 Stone Planters

5 Outdoor Garbage Cans

1 Picnic Table

MODEL

1 Couch

1 Sofa Chairs/Love Seats

1 End Table

1 Coffee Table

1 Entertainment Center Frame

1 Dining Room Table

5 Dining Room Table Chairs

1 Four Drawer Dresser

1 Desk

1 Desk Chair

1 Full Size Mattress

1 Bed Frame

1 GE 7 Cycle Heavy Duty Extra Large
       Capacity Washer

1 GE 3 Cycle Heavy Duty Extra Large
       Capacity Automatic Dryer

POOL AREA

30 Lounge Chairs

12 Table Chairs

3 Tables with Umbrella's

STUDY/MOVIE

4 Round Wooden Tables

16 Cushioned Seated Chairs

GAMEROOM

3 Tall Round Wooden Tables

10 Tall Wooden Chairs

1 Elite Ping Pong Table

1 Connelly Billiards Table

2 Pool Sticks

1 Air Hockey Imagination Leisure

TANNING ROOM

1 Wooden Chair

MOVIE THEATER

4 Sofa Chairs/Love Seats

1 Marble Coffee Table

1 Creston Control Processor (Model #ST-CP, SN#C329071)

1 Power Brite Racklight (Model #PB9, SN#P98C3253)

1 Yamaha DVD (Model #5795, SN#2095959PR)

1 Sharp VCR (SN#902711860)

1 Sharp Vision Projector

FITNESS ROOM

1 Bios Shoulder Press 8 (SN#BAUMJ1-5031)

1 Bios Lateral Raise 7 (SN#BAUSJ4-5039)

1 Bios Vertical Fly 5 (SN#BAUSJ5-5038)

1 Chest Press 6 (SN#BAUMJ2-5031)

1 Bench Press

1 Bios Lateral-Lo Pulley 4 (SN#BAUMJH2-5003)

1 Bios Lateral-Lo Pulley 4 Weight Holder

1 Seated Row 3 (SN#BAUMJ3-5032)

1 Leg Curl 2 (SN#BALSJ2-5031)

1 Leg Extension 1 (SN#BALSJ1-5031)

2 Quinton Club Track (Model #612 Plus, (SN#457 001 10834 / SN#457 001 10839)

2 Stair Master Climbing Stairs Free Climber (Model #4600CL, SN#1800 9112 9024
           and SN#1800 9112 9035)

2 Stratus (Model #3300 CE, SN#3430 9112 9008 and SN#3430 9112 9010)

2 Back System 3

1 Satir Master Free Runner (Model #5400 ESS, SN#1600 9111 5005)

1 Free Weight Holder

2 5 lb. Free Weights

2 10 lb. Free Weights

2 15 lb. Free Weights

2 20 lb. Free Weights

2 25 lb. Free Weights

2 30 lb. Free Weights

2 35 lb. Free Weights

2 40 lb. Free Weights

2 45 lb. Free Weights

2 50 lb. Free Weights

RADIO ROOM

4 Handspring Visor Delux handheld

1 Yamaha Receiver (Model #RX-VZ95A, SN#Y106509TV)

1 Disk Changer (Model #CDC-575, SN#5657869)

1 Receiver (Model #RX-496, SN#Y216469WY)

<PAGE>

1 Receiver (Model #RX-496, SN#Y216709WY)

1 Receiver (Model #RX-496, SN#Y216529WY)

1 Receiver (Model #RX-396, SN#Y27939WY)

1 Power-Sub AMP (SN#5069)

SHOP

John Deere Gator (Model #6X4, SN#W006X4X057767)

John Deere Snow Plow (Model #BM18522, SN#W00072X006246)

Chain Breaker

Grease Gun

2 Yamaha Gas Powered Golf Carts ((Model #G16A, SN#JR3029976, SN#JR3034826)

Karcher Pressure Washer (Model #K23008G, SN#59374)

Homelite Leaf Blower (Model #UT08083, SN#MA2990032)

Homelite Leaf Blower (Model #UT08083, SN#MA2820088)

MTD 22" Lawn Mower (Model #11Z-084C062, SN#1E240C91007)

Weed Eater (Model #2000US, SN#00129N501988-1)

2- 5 Gal Gas Cans

1 Gal. 6 oz. Gas Can

2 5 Gal Kerosene Cans

Hoover Upright Vacuum (Model #U5111-900, SN#1-64351)

Shop Vac Wet/Dry Vac w/Pump & Accessories (Model #QPV925-94)

1 Gallon Shop Vac (Model #2015)

DeVilbiss 8 Gal. Air Comp.& Accessories (Model #IRSFAC28-22012051651)

9 Gallon Air Tank (Model #MWP112-00010)

1/4" Air Hose (Model #4-25E-RET)

Yellow Jacket Freon Recovery (Model #R60, SN#R75914)

30# Tank

TIF Refrigerant Scale (Model #TIF9010A, SN#219950025793)

Yellow Jacket Vacuum Pump (Model #93440, SN#K224171)

Yellow Jacket Manifold Gauges (Model #44213)

4 Gallon Backpack Sprayer (Model #23)

Imperial Kwik Charge (Model #353-C)

Bernz O Matic Mapp Gas Torch (Model #TS4000ZKC)

Refrigerant Management Book

Whirlpool Dehumidifier (Model #AD50LBK0, SN#QL1507412)

Cobra 100' Drain Cleaner (Model #LX1000, SN#203059)

25' Canister Drain Cleaner

General 6' Closet Auger

Assorted Plungers

Werner 4' Step Ladder (type 1) (Model #6004)

Werner 6' Step Ladder (type 1A) (Model #F5A06)

Werner 10' Step Ladder (Model #F5A10)

Werner 28' Extension Ladder (Model #D1228-2)

Bauer 6' Step Ladder

50' 14-3 Extension Cord

100' 14-3 Extension Cord

Spade Shovel

Spade Shovel

Scoop Shovel

Push Broom

Broom

Snow Shovel

Garden Rake

2-Yard Rakes

Yard Rake

Sponge Mop

Long Handle Dustpan

4-General Trash Pickers

Rubbermaid 32 Gal. Trash Can

Rubbermaid 44 Gal. Trash Can

9 X 12 Canvas Tarp

16 X 20 Plastic Tarp

Dewalt 14V Cordless Drill (Model #DW991, SN#73688)

Makita Hammer Drill (Model #HP1501K, SN#519953G)

DeWalt Sawzall & Blades (Model #DW303, SN#869852)

2 DeWalt 14.44 Battery Packs (Model #DW9091)

DeWalt 1 hour charger (Model #DW9107)

Black & Decker Bullet Drill Bits (Model #14220)

Black & Decker Bullet Drill Bits

Skil 7-1/4" Circular Saw (Model #5150, SN#H96305)

Black & Decker Scroll Saw (Model #PPG30, SN#20012749)

Mitre Box & Saw Kit

(2) J&J First Aid Kits (Model #8162)

(3) Craftsman Back Belts (Model #37824)

(3) Suspender Belts

(2) AO Saftey Glasses (Model #90780)

(2) AO Saftey Earmuffs (Model #90540)

(3) Fire Extinguishers (Model #5MB-8H1999)

Boss PVC Rainsuit

Lockout/Tagout Kit

Stud Sensor (Model #SS9434)

Harper Appliance Dolly (800 lb)

Milwaukee Hand Cart (Model #30019)

20' Tow Chain

Task Force 24" Bolt Cutters (Model #76790)

Kobalt 10 Pc. Screwdriver Set

(3) Philips Screwdrivers

Task Force Mini-Screwdriver. Set

Kobalt 56 Piece Socket Set

Stanley 25' Tape Measure

Kobalt Standard Wrench Set

<PAGE>

Kobalt Metric Wrench Set

Chesco Hex Key Sets

Stanley Utility Knife

GB Linesman Pliers

GB Wire Cutters

GB Needle Nose Pliers (big)

BG Needle Nose Pliers (small)

7-piece Nutdriver Set (Kobalt)

Tin Snips

3-Piece Channelock Pliers

10" & 6" Crescent Wrench Set

3-Piece Wood Chisel Set

3-Piece Putty Knife Set

8" Slip Joint Pliers

Wire Strippers

Claw Hammer

Hi-Leverage Pliers

Kobalt Screwdriver Tip Set

Bullet Masonary Drill Bit Set

Masonry Chisel

6" Bench Grinder (Model #23589)

6" Grinder Wire Brush

5" Bench Vise

1" Tubing Cutter

Snap-Ring Pliers

5-Piece Hole Saw Set

Lock Installation Kit

Water Pressure Gauge

10" Taping Knife

7-Piece Paint Brush Set

(2) Caulking Guns

4" Mud Mixer

(2) 5 Gallon Paint Strainers

Glass & Tile Bit Set

Pry Bar

Combination Square

4 lb. Sledge Hammer

8 lb. Sledge Hammer

Kwikset/Titan Rekeying Kit (Model #270)

Heat Gun (Model #PR1220HS)

Staple Gun

Plastic Tool Box

(2) Plastic Fastener Boxes

MTD Snowblower (Model #31AE640F062, SN#1H220B30474)

(2) Scott's Spreaders

(4) Snow Shovels

(3) Hand Spreaders

GE Refrigerator (Model #TBX16SIBNLWW, SN#ZV760073)

45 Gallon Fire Cabinet (Model #RMO8361)

2-4 Drawer Filing Cabinets

4 Shop Chairs

Telephone Hand Set (Model #TS19)

Telephone Tester (Model #62-180)

Telephone Signal Thrower (Model #62-184)

Internet Toner/Thrower (Model #SLT3)

Telephone Punch Tool (Model #Ideal)

CLUBHOUSE

Bissell Carpet Cleaner (Model #1950)

Motorola 2-Way Radios (Model #P24SRD03F2BA, SN#463FAE4990)

Motorola 2-Way Radios (Model #P24SRD03F2BA, SN#463FZU0549)

Motorola 2-Way Radios (Model #P24SRD03F2BA, SN#463FZY3699)

Motorola 2-Way Radios (Model # P24SRD03F2BA, SN#463FZY3694)

Motorola 2-Way Radios (Model #P24SRD03F2BA, SN#463HAY2233)

4 Desk Top Chargers

(2) Floor Buckets

(2) Floor Mops

Pool Test Kit

Sony CD/Radio Player (Model #CFD-V17)

(2) - J&J First Aid Kits (Model #8162)

Ilco Key Cutting Machine (Model #45, SN#PM003606)

Dremel Engraver (Model #290)

Wood Punch Set
Pedestal Fan

(3) Floor Fans 3510

(3) Floor Heaters (Model #HFH-106)

BUILDING 1-25

(5) Sprinkler Hoses

(5) Garden Hoses

(5) Sprinklers

UNIT INVENTORY

294 Sofas

294 Lounge Chairs

294 End Tables

294 Cocktail Tables

294 Entertainment Centers

294 Dining Tables

1,176 Dining Chairs

984 Bedsets

984 Chests

984 Desks

984 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 - STILLWATER, L.P.

                                 AS OF JULY 2004

MANAGERS OFFICE

1 Desk

1 Credenza

3 Chairs.

1 Computer

1 Printer

1 Printer Stand

3 Lamps

2 large Prints

2 Wall Tins

ACCOUNTING OFFICE

1 Desk

1 Computer

1 Printer

3 Chairs.

1 Credenza

1 Large Print

1 Lamp

LEASING MANAGER'S OFFICE

1 Desk

1 Computer

1 Lamp

1 Large Print

1 Credenza

3 Chairs.

SITTING AREA

2 Chairs

1 Bookshelf

1 Print

LEASING SPACE

2 Desk

2 Computers

6 Chairs

7 Prints

2 Pieces of Wall Art

1 Large Table

1 Greeting Desk

1 Chair

6 Chairs

1 Coffee Table

4 Chairs

1 Large Vase

2 Glass Vases

1 Small Trunk

1 Silver Candy Dish

MODEL

1 Couch

1 Chair

1 Coffee Table

GAME ROOM

1 pool table

1 fooz ball table

1 big screen tv

1 27 in tv

1 Couch

1 ping pong table

6 large prints

1 palm tree

Tanning Bed

1 tanning Bed

3 prints

1 mirror

FITNESS CENTER

1 Bike

2 stair steppers

2 treadmills

8 fitness machines

1 Free weight rack

1 bench



<PAGE>

free weights

2 tvs

COMPUTER LAB

6 Computers

1 Printer

6 Chairs

2 Tables

8 Chairs

6 large prints

MODEL

1 Couch

1 Chair

1 Coffee Table

1 End Table

1 Entertainment Center

4 Wall Plaques

2 Wall Sconces

8 Small Prints

1 Table

4 Chairs

2 Lamps

1 train

11 books

3 Wicker Balls

6 Large Prints
Chess Set

4 Marble Balls and Holder

2 decorative towers

5 candle Holders

3 lamps

1 Wood Tic Tac Toe Set

1 Juke Box

1 Picture Frame

1 Ficus Tree

4 Throw Pillows

4 Rugs

1 Waiter

1 Cook Book

1 Oil/Vinegar Set

1 Potpourri Basket

1 Wash Tin

1 Comforter

6 pillows

1 Candle Tray

1 Picture Frame

1 Sewing Basket

4 Large Prints

1 Airplane

2 Lamps

2 Magazine Racks

9 towels

1 wastebasket

4 butterfly prints

1 mirror

1 Modular Cable Tester

1 Fire Storm Drill

1 Freon Recovery System

Recovery Tank

2 Caulking Guns

2 Nut Drivers

2 Screw Driver Sets

2 Pliers

2 Wood Chisels

2 5-in-1 tools

1 Allen Wrench

1 Standard Allen Wrench

1 Hex Head Wrench

1 Dewalt Bit Set

5 Safety Belts

1 Broom and Dust Pan

1 Desk

1 Aluminum Ladder 2x4

1 Seaming Iron

1 Carpet Kicker

13 Power Cords

2 Yellow Jacket Power Pack

1 Yellow Jacket 3-Way

1 36 Piece Socket Set

1 Trash grabber

1 Trash poker

1 Kitchen Snake

1 Toilet Snake

2 Dollies

1 Edger

1 Blower

1 Fire Hose (200")

1 Carpet Shampooer

1 Power Washer

1 Mop Bucket

2 Slippery When Wet Signs

2 Golf Carts

2 Battery Chargers

2 Coolers

1 Shop Vac

1 Key Machine

1 Rekeying Kit

1 Hack Saw

1 Propane Torch Kit

1 Multitester

1 Hand Saw

1 Pry Bar

<PAGE>

1 Small Pry Bar

1 Firestorm light and charger

1 Recip Saw

1 Grinding Stone

1 4-in-one Screwdriver

2 Cell Phone

2 Cell Phone Holders

1 Power Bit Adapter

1 Drilling Hammer

1 3/4 Chisel

3 Saw Blades

UNIT INVENTORY

234 Sofas

234 Lounge Chairs

234 End Tables

234 Cocktail Tables

234 Entertainment Centers

234 Dining Tables

900 Dining Chairs

732 Bedsets

732 Chests

732 Desks

732 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 - WESTERN MICHIGAN, L.P.

                                 AS OF JULY 2004

ACCOUNTANT'S OFFICE

1 computer & printer

2 guest chairs

1 desk

1 filing cabinet

1 rolling chair

1 phone

1 safe

1 plant

2 pictures

RESIDENT RELATION'S OFFICE

1 computer

2 guest chairs

1 desk

1 filing cabinet

1 rolling chair

1 phone

1 picture

PROPERTY MANAGER'S OFFICE

1 computer & printer

2 guest chairs

1 desk

2 filing cabinet

1 rolling chair

1 phone

1 lamp

1 plant

3 hanging pictures

1 large decorative plate

1 small TV- used for security

1 radio - controls entire office

1 VCR - security system

RESOURCE ROOM

1 desk

1 rolling chair

1 fax/machine

1 refrigerator

1 microwave

4 large filing cabinets

1 coffee maker

1 phone

1 key maker

1 coat hanger

MAIN OFFICE

1 couch

3 end tables

2 lazy boys

3 desks

6 guest chairs

2 computers

1 filing cabinet

1 greeters desk w/ chair

3 rolling chairs

4 pillows

2 wooden vases

7 plants

5 hanging pictures

1 site map w/ stand

3 phones

1 large standing vase

MODEL

1 stuffed chair

1 sofa

1 coffee table

2 end tables

1 entertainment center

1 32' TV

1 wooden dog

19 wall hangings

4 lamps

8 plants

<PAGE>

7 pictures frames

2 vases

2 metal chickens

1 fondue set

4 place settings

1 dinning room table

4 chairs

1 phone

1 toaster

1 set of 3 canister set

Salt & pepper shakers

1 rug

1 teapot

1 fruit dish

7 oil bottles

6 hand towels

Box of tide

Downy fabric softener

1 bed

1 set of 4 drawers

1 desk

1 chair

1 head board

1 display computer

1 hockey stick

1 basketball

1 gym bag

2 potpourri boxes

1 Walkman

1 stapler

1 letter file

1 hat

1 water bottle

1 jump rope

1 large towel

1 night stand

1 sheet set

7 pillows

CLUBHOUSE

4 leather chairs

1 couch

1 end table

1 coffee table

1 lamp

6 rolling chairs

5 IBM computers

1 iMac computer

2 printers

1 scanner

1 fax/copy machine

8 guest chairs

1 working table

10 bar stools

5 bar tables

1 ping pong table

3 paddles w/ ball

1 pool table w/ balls

8 pool sticks

1 air hockey table w/ puck

2 paddles for air hockey

2 vending machines

2 treadmills

1 bike

2 stair steppers

8 weight lifting machines

17 free-weights

1 folding chair

1 CD player

1 radio

10 basketballs

6 TV's

1 decorative bowl

1 tanner

1 fan

1 remote

2 weight lifting chairs

1 hanging mirrors

11 hanging pictures

12 plants

SHOP

Black & Decker Bench Grinder

Porter-Cable Air Compressor

Air-Works Portable Air Tank, 9 Gallon

Shop Vac Wet-Dry Vacuum 22 gallon capacity

Shop Vac Wet-Dry Vacuum 16 gallon capacity

Yard-Man, Chipper-Shredder-Vacuum

Pro-25 Power Washer

Troybilt Snow Blower

Huqvarna Leaf Blower

Shop Vac Wet-Dry Vacuum with Pump

DeWalt Saws-all Reciprocating Saw 115V

Schauer Battery Charger

Manual Carpet Knee-Kicker

Grease Gun

Makita Belt Sander

Task-Force 24" Bolt Cutters

Coleman Catalytic Heater

Bernzomatic Mapp-Gas Torch Head

(3) 4 Foot stepladders Werner

(1) 4 Foot stepladder Wooden

<PAGE>

25-foot Nylon towrope

Werner 20 foot extension ladder

EZ-Go 4-seat golfcart

EZ-Go ST350 with Dump-Body

Yamaha Kodiak 4-Wheel ATV with snowplow & canopy

Air-conditioning Gas Recovery Tank

Two-Wheeled Appliance Dolly

Pro-Max Air-conditioning  Gas Recovery System

Evacuation Pump  1/2 HP

Electronic Charging Meter (Scale)

Ear Protection AO

DeWalt Four-Pack Saws-all, Drill, Light, Skill-Saw

KOBALT open-end/box-end wrenches

Drill-Set by SH

(3) Space Heaters by Holmes

Large Appliance Dolly by Milwaukee

Hawkeye Equipment Trailer

True-Temper 8 Cu. Ft. Wheelbarrow

Floor Fan MYTEE

5 inch Bench Vise

Copper Tubing cutter

Snap-Ring Pliers

8-Pound Sledgehammer

Plastic Tool Box

Garden Hose 20-foot lengths (4)

Gas Cans (2) 5 gallons

1/4 inch air hose

Manifold Gauges

Motorola two-way Radios (3)

Dehumidifier

6-foot water closet Augers (2)

Toilet Plungers (5)

Extension Cords of various lengths

Shovel-Spade Type (2)

Square-Coal Shovel

Push Broom (2)

Snow Shovels (5)

Dust-pan

OFFICE

Lock Installation Kit

ILCO 045 Key Cutting Machine

Dremel Vibro-etch

POOL

Sprinklers (2)

CLUBHOUSE

Pedestal Fan

Floor Fan (3)

Carpet Cleaner

POOLHOUSE

Pool Chemistry Test Kit (3

UNIT INVENTORY

324 Sofas

276 Lounge Chairs

324 End Tables

324 Cocktail Tables

276 Entertainment Centers

324 Dining Tables

1,104 Dining Chairs

876 Bedsets

876 Chests

876 Desks

876 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 - LUBBOCK, L.P.

                                 AS OF JULY 2004

LIVING ROOM

1 Couch

1 Love Seat

1 Coffee Table

1 End Table

1 Candle

2 Glass Vases

1 Clock

1 Blanket

1 Potpourri Holder

2 Wooden Chests

1 Metal Decor

1 Lamp

1 TV

2 Set of Curtains

3 Small Colorful Pillows

1 Large Black Pillow

2 Rugs

3 Trees

1 Mirror

1 Wicker Basket with 3 Canes

1 Glass Box with Key

2 Wall Candleholders with Candles

1 Dining table

4 Dining chairs

1 Monopoly game

2 Small Cups

1 Tablecloth

1 Chess set

4 Placemats

KITCHEN

1 Large Plate

2 Small Plates

4 Mugs

3 Bowls

1 Cutting Board

1 Strainer

7 Decorative Apples

5 Dish Towels

2 Wooden Spoons

1 Large Salad Tong

2 Drinking Glasses

5 Pasta Containers

1 Salt and Pepper Shakers

1 Oven Mitten

1 Set of Measuring Spoons

6 Oil Containers

3 Towels

4 Plants

3 Glass Containers

1 Book

2 Baskets

2 Decorative Plates

1 Wooden Box

1 Toaster

1 Stove/Oven

1 Microwave

1 Dishwasher

1 Refrigerator

2 Rugs in Kitchen

2 Cook Books

1 Washing Machine

1 Dryer

BEDROOM

9 Total Picture Frames

1 Full Size Long Bed

1 Dresser

10 Pillows

1 Comforter

1 Bed Ruffle

1 Texas Tech Blanket

1 Texas Tech Flag

1 Computer Screen, Keyboard

2 Speakers

2 Lamps

14 Books

1 Jam Box

1 Desk Chair

1 Texas Tech Pendant

2 Wicker Baskets

BATHROOM

2 Oil Containers

2 Plants

2 Glass Containers

1 Metal Basket

1 Metal Soap Dish

6 Soaps

13 Towels

2 Pictures

1 Trashcan

1 Wooden Double T

2 Plants

1 Wooden Owl

1 Candle

3 Loofahs

1 Bath Gel

1 Shower Curtain

1 Old Telephone

3 Plants

1 Curtain

1 Large Picture over Bed

11 Hangers

3 Shirts

1 Pair of Shoes

1 Backpack

1 Blue Glass Figure

2 Candles

<PAGE>

2 Large Chess Pieces

4 Candle Holders

1 Wooden Double T

1 Moon Mirror

1 Wire Pen Holder

FRONT OFFICE INVENTORY

2 Leasing Desks

2 Leasing Chairs

2 Telephones

4 Chairs in front of Leasing Desks

2 Lamps

2 Glass Candle Holders

3 Pictures

2 Monitors

2 CPUs

2 Keyboards

2 Mouse

1 Computer Desk

1 Desk Chair

1 Dining Table

4 Black Chairs

1 Huge Rug

2 Plants

2 Triangle Plant Tables

1 Podium

1 Mission Statement-Framed

1 Movie Rack

2 Glass vases

1 Potpourri Bowl with Candle

1 Coffee Table

1 Potpourri stand w/ Flowers

RESIDENT MANAGERS OFFICE

1 Computer

1 Monitor

1 Keyboard

1 Mouse

1 Telephone

1 Credenza

1 Calculator

1 Lamp

1 Potpourri Bowl

1 Framed Picture

ACCOUNTANT'S OFFICE

1 4-Drawer Filing Cabinet

1 Desk

1 Desk Chair

1 Green Chair

1 Computer

1 Monitor

1 Keyboard

1 Printer

1 Floor Heater

2 Pictures

1 Silver Lamp

1 Bulletin Board

1 Ivy Plant

1 Digital Camera

1 Ficus

2 Silver Candle Holders with Candles

COMMUNITY MANAGER'S OFFICE

1 Desk

1 Desk Chair

2 Green Chairs

1 Computer

1 Monitor

1 Keyboard

1 Two-Drawer Credenza

1 Palm Pilot Synchronizer

1 Safe

4 Pictures

1 Telephone

1 Tree

1 Triangle Table

1 24-Hour Recorder

RESOURCE ROOM

1 Microwave

1 Small Refrigerator

1 Handy Trak System

2 Key Boxes

1 Coffee Pot

1 Copy Machine

1 Computer Desk

3 Four-Drawer Filing Cabinets

2 Wicker Bar Stools

1 Fax Machine

1 Telephone

1 Stereo Receiver, CD Player, Amplifier

1 Key Machine

2 Dry Erase Boards

4 File Trays

1 Typewriter

1 Postage Weighing Scales

1 Set of Ping Pong Paddles

1 Basket of Ping Pong Balls

2 Pool Sticks

1 Tool Box - Empty

1 Set of Pool Balls

1 Pool Lifesaver

1 First Aid Kit

2 Trash Cans

1 Fire Extinguisher

1 Pencil Sharpener

1 Paper Cutter

1 Hole Puncher

BATHROOM

1 Framed Picture

GAME ROOM

1 Billiards Table

1 Ping Pong Table

1 Foose Ball Table

2 Tall Tables

4 Tall Chairs

1 Sharp Color Television

1 Pioneer Stereo Receiver

1 Pioneer 6 Disc CD Changer

1 Davis Stereo Amplifier

1 GE Ice Maker

1 Large Framed Mirror

5 Framed Pictures

1 Bulletin Board

1 Club Room Policies Sign

1 Fire Extinguisher

1 Surveillance Camera

FITNESS ROOM

1 StairMaster FreeClimber 4400PT

1 StairMaster FreeRunner 5400ESS

1 Quinton HR Clubtrack Treadmill

<PAGE>

1 BIOS Weight Center w/ 5 Stations

1 BIOS Lateral Raise Weight Trainer

1 BIOS Vertical Fly Weight Trainer

1 Panasonic 19" Color TV

1 Surveillance Camera

1 Fitness Center Policies Sign

TANNING ROOM

1 Tanning Bed

3 Framed Pictures

1 Trash Can

1 Flower Table

1 Oscillating Fan

4 Clothes Hooks

1 Notice to Wear Goggles

1 Texas Dept. of Health Certificate

1 Tanning Procedures Notice

1 Decorative Flower

1 Ficus Tree

1 Tanning Pillow

Computer Center

5 Desk Chairs

5 Monitors

5 CPU's

5 Keyboards

5 Computer Mouse

1 Set of Speakers

1 Sharp SF2414 Copier

1 Fax Machine

1 Dell Printer

1 Tall Trash Can

7 Chairs

2 Round Tables

1 Fire Extinguisher

1 Student Policies Sign

1 Surveillance Camera

4 Framed Pictures

MAINTENANCE ROOM

1 Router

1 Skil Saw

1 Cordless 18 Volt Drill

1 Jig Saw

1 Router Bits

2 Nail Guns (1 Finish and 1 Framing)

1 Air Compressor

1 Blower

1 Heat Gun

1 Key Machine

1 Engraver

1 Recovery Unit

1 Vacuum Pump

1 Wet and Dry Vacuum

1 Heavy Ladder

1 6' Ladder

1 4' Ladder

1 8' Ladder

1 Spray Rig

5 Spray Rig Tips

1 Power Washer

2 Sets of Gauges

1 Bottle of Freon - 30lb

1 Torch and Gauge

1 4" Vise

1 6" Vise

2 4" Brushes

2 3" Brushes

2 2.5" Brushes

1 6" Mud Knife

1 8" Mud Knife

1 10" Mud Knife

1 Submersible Pump

2 Golf Carts

2 Chargers

1 3/8" Sewer Machine

1 Freon Recovery Bottle

1 T Allen Wrench Set

1 100' Extension Cord

1 25' Extension Cord

PARTS

9 Passage Knobs

11 Keyer

5 One Side Dead Bolts

11 3 Way Switches (light)

20 Large Wire Nut

20 Medium Wire Nut

20 Small Wire Nut

4 Blast

Condenser Fan Motors

5 Capacitors

1 Heater Coils

4 Squirrel Cages

9 3/4 Filters for A/C

4 Disposal 1/3 H.P.

1 Step Stool - 1Ft.

4 Bathroom Fans

7 Dryer Thermostats

5 Drum Bearings

2 Refrigerator Handle

2 Stove Knobs - Small

3 6" Stove Burners

6 Washer Drum Straps

24 Flappers

7 Washer Timer Knobs

5 Dryer Starter Knobs

11 Dryer Heating Elements

1 Washer Fill Valve

8 Microwave Fuses

5 Dishwasher Solanoid

2 Microwave Key Pads

10 Mixet Knobs

6 Tank Gaskets

2 Commode Flange

3 Flange Bolts

6 Seats for Faucet

6 Ceiling Fan Switches and 25 Chains

10 Dry Clamps for Dryer

7 Mini Gears

10 Heater Fuse Link

8 Vent Hood Filters

2 Tub White Caulk

10 Plastic Conduit

25 Fluorescent Light Bulbs

20 18" Fluorescent Light Bulbs

30 60 watt Bulbs

9 65 watt Soft Bulbs

3 100 watt Bulbs

12 250 watt Bulbs

10 Shower Heads

30 Toilet Paper Holders

17 Fluid Master

12 Tubes Project Construction Adhesive

12 Tubes Caulking White

50 Shower Rod Holders

16 Towel Rack Brackets

7 Batteries - AA

10 Batteries - AAA

12 Batteries - 9 Volt

<PAGE>

4 Bi-fold Door Assembly

30 Mirror Door Glides

15 Disposal Stopper

14 Large Stove Pans

5 Small Stove Pans

2 Kitchen Faucet

14 Toilet Seats

10 Sink Stoppers

170 Door Stops

1 Comet

7 Mr. Muscle

1 24 ft. ext. ladder

2 freon gauges

PAINT

5 Paint Pads

6 Rollers

10 gallons New Linen Semi Gloss

10 gallons New Linen Flat

15 gallons White Semi Gloss

UNIT INVENTORY

243 Sofas

243 Lounge Chairs

243 End Tables

243 Cocktail Tables

243 Dining Tables

926 Dining Chairs

737 Bedsets

737 Chests

737 Desk Chairs

1 Sofa

1 Lounge Chair

1 End Table

1 Cocktail Table

1 Dining Table

4 Dining Chairs

1 Bedset

1 Chest

1 Desk Chair

<PAGE>

                                    EXHIBIT C

                                PERSONAL PROPERTY

                       JEFFERSON COMMONS - COLUMBUS, L.P.

                                 AS OF JULY 2004

GAME ROOM

1-short round tables

5-blue/orange chairs

1-air hockey table with 2-handles

1-pool table with all pool balls, 2-pool sticks and 1-pool rack

3-tall round tables

6-tall chairs

8-barstool chairs

1-large trash can

1-Foosball Table

5-pictures

RESOURCE ROOM

2-phone

1-pen holder

2-P-touch label makers

1-copier/fax

1-large file cabinet

1-water machine

1-refrigerator

1-paper cutter

1-first aid kit

1-small lock box

1-key track system

2-coffee holders

1-breakfast hutch with chair (in storage)

1-Durabilt tool kit

2-vaccums

1-coat tree

14-small plastic storage bins

1-microwave

1-large trash can

1-metal 5 shelf system

1-cake holder

MAINTENANCE OFFICE

1-desk

1-desk chair

2-guest chairs

1-computer

1-keyboard

1-flat screen monitor

1-calculator

1-phone

1-floor mat

1-safe

1-lateral file cabinet

1-trash can

1-stapler

2-picture

1-key cabinet

LEASING OFFICE

2-leasing desks

2-leasing chairs

4-guest chairs

2-floor mats

4-lounge chairs

2-computers

2-flat screen monitors

2-keyboards

1-coffee table

1-bookcase

2-silk trees

3-phones

3-decorative plants/flowers

1-flower vase

2-candle holders

2-trash cans

1-calculator

2-hand-held calculators

2-three hole punch

2-two hole punch

2-staplers

3-pictures

<PAGE>

LEASING MANAGER OFFICE

1-desk

1-desk chair

2-guest chairs

1-floor mat

1-lateral file cabinet

1-bookcase

1-computer

1-flat screen monitor

1-keyboard

1-printer

1-trash can

1-calculator

1-stapler

1-two hole punch

1-three hole punch

2-picture

MANAGERS OFFICE

1-desk

1-desk chair

2-guest chairs

2-lateral file cabinets

1-color printer

1-computer

1-flat screen monitor

1-calculator

1-floor mat

1-trash can

1-stapler

1-two hole punch

1-decorative shelf system

2-silk plant

1-candle holder

2 statues

1-stereo sound system for office, pool, and gameroom

1-multi disc cd player

1-tv monitor

1-vcr

1-camera monitoring system

3-pictures

FITNESS CENTER

11 workout machines

2 T.V.s

1 silk tree

5 floor mats

2 weight lifting benches

Free weights

CAFE JEFF

     Section 1.1       1 Bunn coffee maker

1 icemaker

1 trash can

1 refrigerated display case

5-pictures

1-silk tree

TV LOUNGE

1 silk plant

3 chairs w/desk tables

1 sofa

1 coffee table

COMPUTER LAB

7 computers (Dell desktop)

1 Macintosh

8 desks

8 chairs

2 printers

2 shelves

1 trash can

1 Toshiba copier/fax

TANNING BED

1-table

1-tanning bed

1-trash can

1-fan

1-decorative shelf

1-picture

GATOR PIT

John Deere Gator (Model #4x2,
     SN #w004x2x070693)

John Deere Snow Plow

Excell Pressure Washer (Model #exh2425,
     SN#2153048920)

Gas Can

Werner 28' Extension Ladder
     (Model #d1228-2)

Spade Shovel

Spade Shovel

Scoop Shovel

Push Broom

Snow Shovel

Garden Rake

2-Yard Rakes

<PAGE>

Yard Rake

(5) Garden Hoses

(2) Snow Shovels

Hand Spreader

Fire Cabinet (Model #rmo8361)

Cappacino Station (Model #m52,
     SN#dzac9bsst999a)

True Upright Freezer

Coffee Maker (Model #cwtf-aps,
     SN#23400.004)

Under Counter Cooler (Model #tvc-27,
     SN#2700200)

3 Bowl Bar Sink (Model #cl-43L,
     SN#01a6157)

(2) Car Boot Immobilizers

(10) Shutters

Wheel Barrow

MAINTENANCE CLOSET

Hoover Upright Vacuum

Sponge Mop

(2) Floor Buckets

(2) Floor Mops

SHOP

Thoro Matic Carpet Cleaner
     (Model #tcoon, SN#d15014n)

Rigid Wet/Dry Vac (16 gal 2 in 1)

25 Gal. Air Comp. (Model #cpf6025vp,
     SN#705662173)

1/4" Air Hose

Inficon Freon Recovery
     (Model #708-202-61, SN#03-18189)
30# Tank

TIF Refrigerant Scale odel #tif9010a)

Yellow Jacket Vacuum Pump
     (Model #93460, SN#n268736)

Yellow Jacket Manifold Gauges
     (Model #44213)

Bernz O Matic Mapp Gas Torch
     (Model #ts4000zkc)

Refrigerant Management Book

(4)Whirlpool Dehumidifier
     (Model #ad50lbko, sn#ql2496310)

General 6' Closet Auger

Assorted Plungers

Werner 4' Step Ladder (type 1)
     (Model #6004)

Werner 6' Step Ladder (type 1A)
     (Model #f5a06)

50' 14-3 Extension Cord

100' 14-3 Extension Cord

Broom

Long Handle Dustpan

4-General Trash Pickers

Rubbermaid 32 Gal. Trash Can

Rubbermaid 44 Gal. Trash Can

9 X 12 Canvas Tarp

Dewalt 14V Cordless Drill
     (Model #dw991, SN#74583)

B&D Hammer Drill (Model #dr210,
     SN#0039-f)

DeWalt Sawzall & Blades (Model #dw303,
     SN#873850)

2 DeWalt 14.44 Battery Packs
     (Model #dw9091

DeWalt 1 hour charger (Model #dw9107)

Black & Decker Bullet Drill Bits
     (Model #14321)

Skil 7-1/4" Circular Saw (Model #5400,
     SN#h39202)

(3) Craftsman Back Belts (Model #37824)

(2) AO Saftey Glasses (Model #90871)

(2) AO Saftey Earmuffs (Model #90452)

Stud Sensor (Model #ss9434)

Harper Appliance Dolly (800 lb)

Hand Cart

Task Force 24" Bolt Cutters (Model #67691)

(3) Philips Screwdrivers

Task Force Mini-ScrewD. Set

Kobalt 56 Piece Socket Set

Standard Wrench Set

Kobalt Metric Wrench Set

Hex Key Sets

Stanley Utility Knife

GB Linesman Pliers

GB Wire Cutters

Channelock Pliers

Putty Knife Set

Wire Strippers

Claw Hammer

Screwdriver Tip Set

Bosch Grinder (Model #1375a,
     SN#28300465)

5" Bench Vise

1" Tubing Cutter

Lock Installation Kit

10" Taping Knife

Paint Brush

<PAGE>

(2) Caulking Guns

Pry Bar

Combination Square

4 lb. Sledge Hammer

Kwikset/Titan Rekeying Kit (Model #270)

Heat Gun (Model #9756)

Staple Gun

Plastic Tool Box

Plastic Fastener Box

(3) Floor Heaters (Model #3501)

Telephone Hand Set (Model #ts-19)

Telephone Tester (Model #62-1820)

Telephone Signal Thrower (Model #slt3)

Internet Toner/Thrower (Model #ideal)

Telephone Punch Tool (Model #ideal)

OFFICE

Motorola 2-Way Radios
     (Model #xv2100, SN#158aca2955)
     (Model #xv2600, SN#158aca2g50)
     (Model #xv2100, SN#158aca2256)
     (Model #xv2600, SN# 158aca24126)

4 Desk Top Chargers

Ilco Key Cutting Machine (Model #45 )

Dremel Engraver (Model #290)

PUMP ROOM

Pool Test Kit

CLUBHOUSE/SHOP

(2) First Aid Kits (Model #94507)

(3) Fire Extinguishers (Model #5mb-9h1289)

(4)Stanley 25' Tape Measure

UNIT INVENTORY

166 Sofas

166 Lounge Chairs

144 End Tables

144 Cocktail Tables

166 Entertainment Centers

268 Barstools

32 Dining Tables

128 Dining Chairs

502 Bedsets

502 Chests

502 Desks

502 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 - KNOXVILLE, L.P.

                                 AS OF JULY 2004

HVAC

1 Acetylene- Oxy Kit w/ Torch

1 Nitrogen Tank 40 LB & Gauges

Code Tech HVAC Vac Pump (M#15400, S#102553)

Refrigerant Scale (elec) (M#9010A, S#219950026775)
"re sys #(9921384)
Inspec Mirror

1 Schrader Valve Tool

2 Copper Tube

1 Pipe Cutter

1 Jug R-22

1 Yellow Jacket Manifold Gauges

2 Liquid Line Filters

1 Recovery Cylinder

PLUMBING

2 Toilet Auger (hand)

2 Plungers

1 Little Giant Pump (S#505000)

1 Flotec cyclone pump (#FPOF360AC-08 1 Fook)

1 Hand Auger 25

1 Grout Float

1 Ratching PVC Cutter

1 Can CPVC Glue

1 Can Primer

1 Can PVC Glue

1 Roll Thread Sealant

1 Roll Plumbers Abrasive Cloth

6 Rolls Teflon tape

2 Buckets Plumbers Putty

1 Tin Faucet and Value Grease

ELECTRICAL

1 Fluke 16 Multimeter w/ Drop Case (S#82208449)

1 VEL dl 49 Ampmeter w/Case (S#800604191)

<PAGE>

1 Vel MCP4 w/Case (M1109997C)

1 Ziron Stud Finder

1 AW Sperry Outlet Tester

1 Link Master Wire Tester

1 Line Tester (Phone)

1 Battery Drill Ryobi (14.4) (S#04B024)

2 Batteries For Drill

1 Battery Charger

4 Motorola Hand Radios and Chargers

         777FBE8232
         777FBG5401
         777FBG6560
         777FBG6554

1 Roll 500' Wire Black #14

1 Roll 500' Red #14

1 Roll 500' White #14

Appox 35" 12-2 NMB

175 Yellow Wire Nuts

25 Orange Wire Nuts

100 Red Wire Nuts

1 Elec Terminal Kit

1 Flash Light Everready Industrial

1 Wire Snake 50'

2 Pelonis Oil Heaters (Radiator Style)

1 Terminal Crimper

EQUIPMENT

2 Gal Concrete Cleaner

4 Cans Graffiti Cleaner

2 Gal Mineral Spirtz

2 Gal Paint Thiner

2 Gal Paint Remover

2 Gal Hardwood Lamemat Cleaner

2 Gal Terrazo And Tile Cleaner

CLEANING SUPPLIES

1 Gal Clorox Concentrate

1 Bottle Toilet Bowl Cleaner

1 Gal Windex Concentrate

1/2 Gal Soft Soap

18 Cans Dust Airspray

2 Cans Comet

1 Can Scrubbing Bubbles

1 Bottle Pinsole

2 Toilet Brushes

1 Gap Zep Floor Sealer

1 Gal Floor Finish

3 Gal Muratic Acid

Contract of Sale/Contribution - Entity Interests                          Page 2

<PAGE>
HARDWARE

1 Hacksaw

1 -3/4  Wood Chisel

2 Tile Cutter

1 Crip It Band Wrench

2 Key Hole Saw

1 File Kit

5-4' C Clamps

1-10" Tongue Ingrove Pliers

1-12' Tongue Ingrove Pliers

1-8' Tongue Ingrove Pliers

1 Bolt Cutters

1 Crow Bar

1 Texture Spray Gun

MISCELLANEOUS/ TOOLS

2 Two Ratching Tie Straps

1 Claw Hammer

1 Rubber Mallet

1 Torpedo Level

1 Two Foot Level

1 Window Spline Tool

1 Hawk Bill Knife

2 Utility

1 3 Pound Drilling Hammer

1 Water Heater Element Socket

1 Tile Saw

1 Back Saw

1 Kwik Set Rekey Kit

1 3M Respirator

10 3M Filters

1 Dura Built Tool Kit

1 Hole Saw Kit

1 Deburring Tool

1 Flair Kit

3 Nail Sets

1 Socket Set W/Ratchet (Husky)

1 8" ADJ Wrench

1 10" ADJ Wrench

1 Stanley 25" Measure Tape

1 Chalk Line Amer Tool

2 Push Brooms

2 One Gal Gas Cans

1 Five Gal Gas Cans

1 50 Commercial Hose

1 75 Commercial Hose

1 100 Res

1 Mopbucket W/Mop

2 Handtruck

Contract of Sale/Contribution - Entity Interests                          Page 3
<PAGE>

1 Set Allen Wrench (Metric)

1 5 Needle Nose Plier

4 Spring Clamps

1 Work Table (Port)

1 Line Sprayer

Tools

1 Spade Shovel

1 Post Hole Digger

1 Matlock

1 Flat Nose Shovel

1 Pole Sander

1 Lobers (Tree Pruners)

1 Rake

2 Yardstick

1 Drywall Knifes 1'

3-3" Drywall Knifes

2-6" Drywall Knifes"

1-12" Drywall Knifes

1 Wall Scraper 22"

1 Paint Mixer 1q

1 Block

1-12" Roller Paint

1-4" Roller

1 Tin Snips

1 Drill Index

1 Rivet Gun

1 6 In One Screw Driver

2 MSA Ear Protection

1 Framing Square

1-18" Installer Drill Bit

1 Paint Brush 3" Cinser

1-2 1/2 Paint Brush Cinser

1 Safety Goggels

1 First Aid Kit

1 Shop Vac 8 Gal

1 Shop Vac 20 Gal (SR#03037C0Z32)

1 Pressurer Washer

      (M#EXWGV2121-306-1400 / S# 20531022384)

1 ZRZ 700 (S#235 1308 740)

1 ZRZ 700 (S#235 1257 103)

1 Back Pack Blower (MB0980133 04-00)

1 Blower/Vac Shredder (ES-2100)

1 Back Pack Blower (PB-103T 03017811)

1 Dirt Devil Upright Vac

1 Charbroil Master Flame Grill

1 Flamable Cabinet

1 Speedey Key Mach (17052)

Contract of Sale/Contribution - Entity Interests                          Page 4

<PAGE>

1 - 11co Portable Key Machine (M#008A S#043142)

1 " Key Machine (M#045 S#0014808)

1 Dremel Engraver (M#290)

1 Skill Elec Drill (M#R085)

1-7 1/4 Circ Saw (M#5150 S#HO89283)

1 Nissan 4 WD King CAB PLU
      (KIN-1N6SD16YXPC 425411)

1-6' Fiberglass Labber (Control # 0007216)

1-26' Alum Extension Ladder

1-26' Step Ladder

UNIT INVENTORY

211 Sofas

211 Lounge Chairs

211 End Tables

211 Cocktail Tables

211 Entertainment Centers

211 Dining Tables

790 Dining Chairs

708 Bedsets

708 Chests

708 Desks

708 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

Contract of Sale/Contribution - Entity Interests                          Page 5

<PAGE>

                                    EXHIBIT D

                              INTENTIONALLY OMITTED


<PAGE>

                                    EXHIBIT E

                            PRO RATA CASH ALLOCATION


<PAGE>

                                    EXHIBIT F

                                     REPORTS

1.       Environmental Report for JEFFERSON COMMONS - TALLAHASSEE LIMITED
         PARTNERSHIP, prepared by National Assessment Corporation, Project No.
         04-17792.2, dated 03/01/2004

2.       Property Condition Report for JEFFERSON COMMONS - TALLAHASSEE LIMITED
         PARTNERSHIP, prepared by National Assessment Corporation, Project No.
         04-17792.2, date issued 3/01/2004

3.       Environmental Report for JEFFERSON COMMONS - WESTERN MICHIGAN, L.P.,
         prepared by National Assessment Corporation, Project No. 04-17792.11,
         dated 03/01/04

4.       Property Condition Report for JEFFERSON COMMONS - WESTERN MICHIGAN,
         L.P., prepared by National Assessment Corporation, Project No.
         04-17792.11, date issued 3/01/2004

5.       Environmental Report for JEFFERSON AT STATE COLLEGE, L.P., prepared by
         National Assessment Corporation, Project No. 04-17792.6, dated
         03/01/2004

6.       Property Condition Report for JEFFERSON AT STATE COLLEGE, L.P.,
         prepared by National Assessment Corporation, Project No. 04-17792.6,
         date issued 3/01/2004

7.       Environmental Report for JEFFERSON COMMONS - STILLWATER, L.P., prepared
         by National Assessment Corporation, Project No. 04-17792.7, dated
         03/01/2004

8.       Property Condition Report for JEFFERSON COMMONS - STILLWATER, L.P,
         prepared by National Assessment Corporation, Project No. 04-17792.7,
         date issued 3/01/2004

9.       Environmental Report for JEFFERSON AT THARPE LIMITED PARTNERSHIP,
         prepared by National Assessment Corporation, Project No. 04-17792.1,
         dated 03/01/2004

10.      Property Condition Report for JEFFERSON AT THARPE LIMITED PARTNERSHIP,
         prepared by National Assessment Corporation, Project No. 04-17792.1,
         date issued 3/01/2004

11.      Environmental Report for JEFFERSON COMMONS - TAMPA LIMITED PARTNERSHIP,
         prepared by National Assessment Corporation, Project No. 04-17792.3,
         dated 03/01/2004

12.      Property Condition Report for JEFFERSON COMMONS - TAMPA LIMITED
         PARTNERSHIP, prepared by National Assessment Corporation, Project No.
         04-17792.3, date issued 3/01/2004

Contract of Sale/Contribution - Entity Interests                          Page 3

<PAGE>

13.      Environmental Report for JEFFERSON LOFTS AT ORLANDO LIMITED
         PARTNERSHIP, prepared by Solutech, Project No. 390131.00, dated
         05/13/2003

14.      Environmental Report for JEFFERSON COMMONS - LUBBOCK, L.P., prepared by
         National Assessment Corporation, Project No. 04-17792.4, dated
         03/01/2004

15.      Property Condition Report for JEFFERSON COMMONS - LUBBOCK, L.P.,
         prepared by National Assessment Corporation, Project No. 04-17792.4,
         date issued 3/01/2004

16.      Environmental Report for JEFFERSON COMMONS - KNOXVILLE, L.P., prepared
         by National Assessment Corporation, Project No. 04-17792.9, dated
         03/01/2004

17.      Property Condition Report for JEFFERSON COMMONS - KNOXVILLE, L.P.,
         prepared by National Assessment Corporation, Project No. 04-17792.9,
         date issued 3/01/2004

18.      Environmental Report for JEFFERSON COMMONS - COLUMBUS, L.P., prepared
         by National Assessment Corporation, Project No. 04-17792.5, dated
         03/01/2004

19.      Property Condition Report for JEFFERSON COMMONS - COLUMBUS, L.P.,
         prepared by National Assessment Corporation, Project No. 04-17792.5,
         date issued 3/01/2004

Contract of Sale/Contribution - Entity Interests                          Page 4

<PAGE>

                                    EXHIBIT G

                            DELIVERED LOAN DOCUMENTS

JEFFERSON COMMONS - TALLAHASSEE LIMITED PARTNERSHIP
EXISTING LOAN FROM CITIGROUP GLOBAL MARKETS REALTY CORP.

$18,399,000 Amended and Restated Promissory Note

Assignment of First Mortgage, Assignment of Rents and Leases, Security Agreement
         and Fixture Filing

Amended and Restated First Mortgage, Assignment of Rents and Leases, Security
         Agreement and Fixture Filing

Assignment of Leases and Rents

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

Deposit Account Control Agreement (Bank of America)

Lockbox Account Agreement (Wachovia)

Allonge to Note

JEFFERSON COMMONS AT THARPE LIMITED PARTNERSHIP
EXISTING LOAN FROM JP MORGAN CHASE

Future Advance, Renewal, Amended and Restate Promissory Note

Notice of Future Advance, Renewal, Amended, Consolidated and Restated Mortgage,
         Assignment of Leases and Rents and Security Agreement

Loan Agreement

Guaranty of Recourse Obligations of Borrower

Environmental Indemnity

Conditional Assignment of Management Agreement

UCC-1--real property records

UCC-1--Delaware

Borrower's Certification

Property Account Agreement

Assignment of Leases and Rents

Anti-Coercion Statement

JEFFERSON COMMONS - TAMPA LIMITED PARTNERSHIP
EXISTING LOAN FROM JP MORGAN CHASE

Future Advance, Renewal, Amended and Restate Promissory Note

Notice of Future Advance, Renewal, Amended, Consolidated and Restated Mortgage,
         Assignment of Leases and Rents and Security Agreement

Contract of Sale/Contribution - Entity Interests                          Page 5

<PAGE>

Loan Agreement

Guaranty of Recourse Obligations of Borrower

Environmental Indemnity

Conditional Assignment of Management Agreement

UCC-1--real property records

UCC-1--Delaware

Borrower's Certification

Property Account Agreement

Assignment of Leases and Rents

Anti-Coercion Statement

JEFFERSON AT STATE COLLEGE, L.P.
EXISTING LOAN FROM JP MORGAN CHASE

$50,740,000 Promissory Note

Open-End Mortgage, Assignment of Leases and Rents and Security Agreement

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 STILLWATER, L.P.
EXISTING LOAN FROM JP MORGAN CHASE

$32,000,000 Consolidated, Renewal, Amended and Restated Promissory Note

Mortgage, Assignment of Leases and Rents and Security Agreement

Loan Agreement

Guaranty of Recourse Obligations of Borrower

Environmental Indemnity Agreement

Collateral Assignment of Management Agreement

UCC-1--Real Property Records

UCC-1--Delaware

Borrower's Certification

Assignment of Leases and Rents

Allonge

Real Estate Mortgage Tax Affidavit (Oklahoma)

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

$25,814,000 Promissory Note

Mortgage

Contract of Sale/Contribution - Entity Interests                          Page 6

<PAGE>

Assignment of Leases and Rents

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

Deposit Account Control Agreement (Bank of America)

Property Account and Control Agreement (Bank One)

Lockbox Account Agreement (Wachovia)

JEFFERSON LOFTS AT ORLANDO LIMITED PARTNERSHIP
EXISTING LOAN FROM NATIONWIDE LIFE INSURANCE COMPANY

Notice of Future Advance, Mortgage Modification and Amended and Restated
         Mortgage and Security Agreement;

Future Advance and Renewal Note;

Amended and Restated Assignment of Leases, Rents and Profits;

Guaranty;

Indemnity Agreement;

Borrower's Certificate

Assignment of Note and Mortgage Agreements; and

Intercreditor and Subordination Agreement.

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

$18,395,000 Promissory Note

Deed of Trust and Security Agreement

Loan Agreement

Guaranty of Recourse Obligations of Borrower

Guaranty (Cross Guaranty)

Environmental Indemnity Agreement

Conditional Assignment of Management Agreement

UCC-1 -- Real Property Records

UCC-1 -- Delaware

Borrower's Certification

Assignment of Leases and Rents

Deposit Account Control Agreement (Bank of America)

Lockbox Account Agreement (Wachovia)

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

Contract of Sale/Contribution - Entity Interests                          Page 7

<PAGE>

$16,720,000 Promissoty Note

Open-End Mortgage, 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

Deposit Account Control Agreement

Property Account Agreement (Bank One)

Lockbox Account Agreement (Wachovia)

Intercreditor Agreement

Crossed Loan Intercreditor Agreement

Cross Guaranty

JEFFERSON COMMONS - KNOXVILLE, L.P.
EXISTING LOAN FROM JP MORGAN CHASE

$32,000,000 Consolidated, Renewal, Amended and Restated Promissory Note

Amended and Restated Mortgage, Deed of Trust, 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

Affidavit for Purposes of Tennessee Code Annotated Sec. 67-4-469(b)

Contract of Sale/Contribution - Entity Interests                          Page 8

<PAGE>

                                    EXHIBIT H

                                     SURVEYS

1.       JEFFERSON COMMONS - TALLAHASSEE LIMITED PARTNERSHIP, prepared by Paul
         Williamson of Allen Nobles & Associates, Inc., dated 6/28/04.

2.       JEFFERSON LOFTS AT ORLANDO LIMITED PARTNERSHIP, prepared by James L.
         Rickman of Allen & Company, Inc., dated 3/23/04.

3.       JEFFERSON AT THARPE LIMITED PARTNERSHIP, prepared by Paul Williamson of
         Allen Nobles & Associates, Inc., dated 6/1/04.

4.       JEFFERSON COMMONS - TAMPA LIMITED PARTNERSHIP, prepared by John O.
         Diehl of Polaris Associates, Inc., dated 5/20/04, last revised 6/28/04.

5.       JEFFERSON AT STATE COLLEGE, L.P., prepared by Mark Saville of Sweetland
         Engineering & Associates, Inc., dated 6/11/04.

6.       JEFFERSON COMMONS - WESTERN MICHIGAN, L.P., prepared by James E.
         Boynton of Gove Associates, Inc., dated 6/23/04.

7.       JEFFERSON COMMONS - STILLWATER, L.P., prepared by Ronnie L. Martin of
         Sack and Associates, Inc., dated 6/28/04.

8.       JEFFERSON COMMONS - LUBBOCK, L.P., prepared by Robert A. Christopher of
         Hugo Reed & Associates, Inc., dated 8/29/02, last updated 6/17/04.

9.       JEFFERSON COMMONS - COLUMBUS, L.P., prepared by Jeffrey A. Miller of
         EMH&T, Inc., dated 6/24/04.

10.      JEFFERSON COMMONS - KNOXVILLE, L.P., prepared by Robert G. Lusby of
         Cannon & Cannon, Inc., dated 6/14/04.

Contract of Sale/Contribution - Entity Interests                          Page 9

<PAGE>

                                    EXHIBIT I

                         OTHER CONTRACTS FOR DEVELOPMENT

                                      NONE


<PAGE>

                                    EXHIBIT J

                           DECLARATION OF RESTRICTION

      THIS DECLARATION OF RESTRICTIONS (the DECLARATION) is made as of the _____
day of _______________, 2004 by JEFFERSON AT ______________________________,
L.P. (DECLARANT), a _____________ limited partnership.

      Declarant is the owner of approximately certain real property (the
PROPERTY) located in ____________ County, ________ more fully described on
EXHIBIT "A" attached hereto and incorporated herein for all purposes.

      NOW, THEREFORE, Declarant adopts, establishes, and imposes the following
restrictive covenants upon the Property and declares that the Property and all
portions thereof is and shall be held, transferred, sold, conveyed, and occupied
subject to such restrictive covenants.

      1.    Prohibited Uses. No portion of the Property and the improvements
located thereon will be subjected to a condominium regime (or equivalent) for a
period of 15 years after the date of this Declaration without Declarant's prior
written consent. Any condominium regime created without Declarant's prior
written consent is void. Declarant may grant, withhold, or condition its consent
to any condominium regime in its sole and absolute discretion. This restriction
is a covenant running with the land and is binding upon and enforceable against
all successor owners of the Property by Declarant and its successors and
assigns. All successor owners of the Property shall indemnify, defend with
counsel reasonably satisfactory to Declarant, and hold Declarant and all
Declarant Affiliates (as hereinafter defined) and their respective agents and
employees 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 restriction. 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.

      2.    Term. This Declaration shall continue in full force and effect for a
period of 15 years following execution and shall automatically expire unless
amended or terminated pursuant to Paragraph 5.

      3.    Binding Effect. The provisions of this Declaration shall run with
and bind the Property, shall be binding on each owner of the Property or any
portion thereof and their respective heirs, legal representatives, successors
and assigns who acquire any right, title or interest in or to the Property, or
any part thereof. Any person or entity who acquires any right, title, or
interest in or to the Property, or any part thereof, thereby agrees and
covenants to abide by and fully perform the provisions of this Declaration.

Contract of Sale/Contribution - Entity Interests                         Page 11

<PAGE>

      4.    Enforcement. Declarant shall have the right, but not the obligation,
to enforce the agreements and obligations set out in this Declaration.
Enforcement may be made by any proceedings at law or in equity against any
person or entity violating or attempting to violate any part of this
Declaration, as such may be amended, either to restrain or enjoin violations or
to recover damages. Damages shall not be deemed adequate compensation for any
breach or violation of any provision of this Declaration, and Declarant shall be
entitled to relief by way of injunction, as well as any other remedy either at
law or in equity. With respect to any litigation hereunder, the prevailing party
shall be entitled to recover reasonable legal fees and court costs from the
non-prevailing party, whether at the trial or the appellate level. The rights
and remedies in this Declaration shall be cumulative and not restrictive of
other remedies at law or in equity, and the exercise of any particular right,
power or remedy shall not be deemed an election of remedies or to preclude
resort to other rights, powers or remedies available.

      5.    Termination and Amendment. This Declaration may be terminated,
amended or vacated only by a document executed and acknowledged by Declarant. No
such termination, amendment or vacation shall be effective until a written
instrument setting forth the terms thereof has been executed by the parties set
forth in this section and recorded in the Official Public Records of ________
County, _________.

      6.    No Waiver. No delay on the part of the Declarant to invoke any
available right, power or remedy in respect of a breach of this Declaration
shall be held to be a waiver by that party any right, power or remedy available
to it upon the recurrence or continuance of said breach or the occurrence of a
different breach.

      7.    Governing Law. This Declaration shall be constructed under and in
accordance with the laws of the State of _____________.

      EXECUTED as of _______________ __, 2004.

                                         DECLARANT:

                                         JEFFERSON ___________________________,
                                         a _____________ limited partnership

                                         By:   _______________________________,
                                               a _____________________, its
                                               general partner

                                               By:______________________________
                                               Name:____________________________
                                               Title:___________________________

Contract of Sale/Contribution - Entity Interests                         Page 12

<PAGE>

Declarant's Address:                Jefferson at _______________________, L.P.
                                    600 East Las Colinas Boulevard, Suite 1800
                                    Irving, Texas 75039
                                    Attn: Bob Poynter

With a copy to:                     JPI Apartment Development, L.P.
                                    600 East Las Colinas Boulevard, Suite 1800
                                    Irving, Texas 75039
                                    Attn: _______________________

Contract of Sale/Contribution - Entity Interests                         Page 13

<PAGE>

THE STATE OF __________           Section
                                  Section
COUNTY OF ___________             Section

      This instrument was acknowledged before me on ____________________, 2004
by _________________________, the _______________ of ________________________, a
_______________, the general partner of Jefferson _____________________________,
L.P., a _______________ limited partnership, on behalf of said ________________
and partnership.

                                            ____________________________________
                                            Notary Public, State of ____________

My Commission Expires: _______________      Printed/Typed Name of Notary:
                                            ____________________________________

Contract of Sale/Contribution - Entity Interests                         Page 14

<PAGE>

                                   EXHIBIT "A"

<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.

                                       1
<PAGE>

      "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.

      "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

                                       2
<PAGE>

with all obligations of such Person to comply with the terms and provisions of
this Agreement and the Act.

      "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

                                       3
<PAGE>

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 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.

                                       4
<PAGE>

      "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 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

                                       5
<PAGE>

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.

      "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

                                       6
<PAGE>

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.

      "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).

                                       7
<PAGE>

      "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.

      "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

                                       8
<PAGE>

filed for record to reflect the admission pursuant to the terms of this
Agreement of a Person as a Limited Partner.

      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

                                       9
<PAGE>

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.

      (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

                                       10
<PAGE>

      (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 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

                                       11
<PAGE>

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 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

                                       12
<PAGE>

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.

(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

                                       13
<PAGE>

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 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.

                                       14
<PAGE>

      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 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;

                                       15

<PAGE>

(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;

(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;

                                       16

<PAGE>

(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.

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

                                       17

<PAGE>

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

            (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.

                                       18

<PAGE>

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 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

                                       19

<PAGE>

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 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.

                                       20

<PAGE>

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.

(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

                                       21

<PAGE>

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.

                                   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.

                                       22

<PAGE>

(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.

      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.

                                       23

<PAGE>

      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 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

                                       24

<PAGE>

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 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

                                       25

<PAGE>

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.

      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

                                       26

<PAGE>

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 PARTNER

      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 Company (i) to meet its distribution
requirement for qualification as a REIT as set forth in

                                       27

<PAGE>

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,

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HOWEVER, that if, in connection with the Transaction, a purchase, 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:

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<PAGE>

(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 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.

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<PAGE>

      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 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.

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<PAGE>

(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).

(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;

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<PAGE>

            (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

            (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.

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<PAGE>

      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 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

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<PAGE>

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.

      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.

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<PAGE>

(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 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

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<PAGE>

      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

(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:

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<PAGE>

            (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 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

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<PAGE>

      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 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.

                                       39

<PAGE>

      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.

      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)

                                       40

<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: ___________________________________

                                       41

<PAGE>

                                    EXHIBIT A

                        LIST OF PARTNERS AND CONTRIBUTED

      ASSETS AS OF _________, 2004

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

     GENERAL PARTNER:

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

    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
     Thomas J. Hickey       Station, L.L.C.*          $___           _____            ____%

                             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
     Randall H. Brown        Services, Inc.*          $___           _____            ____%

                               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
    William W. Harris          Education              $___           _____            ____%
                             Services, Inc.*

                               Interest in
                            Gables property*

                               Membership
</TABLE>

                                       A-5

<PAGE>

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

                                 [Insert
        JPI Entity             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.

<PAGE>

      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 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.

<PAGE>

      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.

      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.

<PAGE>

      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 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

<PAGE>

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 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

                          SELLER 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, JPI-CG (the "Contributor"), the Partnership and the General
Partner hereto entered into that certain Contract of Sale\Contribution Agreement
dated ________________, 2004 (the "Contribution Agreement") whereby Contributor
contributed an approximately 99% limited partnership interest in
______________________ (sometimes referred to as "XX") which owns an apartment
YY described on Schedule A attached hereto (the "YY"), a 99% membership interest
in ____________________________________ ("_______________"),which owns the 1%
general partnership interest in XX and all of the stock of
__________________________, a _____________ corporation ("Inc"), which owns 1%
of the membership interest of _______________ (all as more particularly
described in the Contribution Agreement). (The 99% limited partnership interest
in XX, the 99% membership interest in _______________ and 100% of the stock of
Inc are contributed by Contributor to the Partnership pursuant to the terms of
the Contribution Agreement are hereinafter referred to as "the Contributed
Property").

      WHEREAS, all capitalized terms used herein and not defined shall have the
respective meanings ascribed to them in the Contribution Agreement.

      WHEREAS, the Protected Persons are indirect partners in XX.

      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 Section
1, 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, and XX will not transfer or
dispose of or permit or suffer the transfer or disposition of any of the YY,
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 Section 1, subject to the exceptions set forth
in paragraph (b) of this Section 1, a Disposition of an interest in the
Contributed Property and a Disposition of the YY 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 a Protected Person in excess of the
income or gain allocable directly or indirectly to the Protected Person for

<PAGE>

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 or the YY. Subject to the
exceptions set forth in paragraph (b) of this Section 1, it shall also include
income or gain allocable directly or indirectly to the Protected Person due to
changes by the Partnership or the Contributed Property in the Protected Person's
direct or indirect share of Non-Recourse Indebtedness (as defined in Treasury
Regulation Section 1.704-2(b)(3) and also as defined as qualified nonrecourse
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.

      (b) The restrictions on a Disposition under paragraph (a) of this Section
1, including the requirement not to change the Protected Person's 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, 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 XX shall be entitled to exchange the YY 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 Section 1
shall prevent the Partnership from (i) pledging or encumbering any of the
Contributed Property or the YY or (ii) assigning, transferring or otherwise
disposing of the Contributed Property or the YY, as applicable to a subsidiary
100% of the beneficial ownership interests of which are owned by the Partnership
as long as such pledge or encumbrance or transfer does not result in the
allocation of taxable gain or income to any Protected Person under Code Section
704(c) or as a result of a reduction by the Partnership in the Protected
Person's direct or indirect Share of Non-Recourse Indebtedness.

      Section 2. Tax Allocations. The Partnership and the Property Partnership
shall use the traditional method with curative allocations on a sale (and not a
curative allocation other than on a sale or a remedial method as contemplated by
Treasury Regulation Section 1.704-3(b)) applied on a property by property basis
to allocate book-tax differences with respect to the Designated Properties. 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 hold Units constituting at least twenty five percent
(25%) of the Units received by such Protected Person on account of the
Contribution, the Partnership shall maintain Non-Recourse Indebtedness, without
any prepayment or other reduction, in an amount so that such Protected Person's
allocable

<PAGE>

share from the Partnership of all Non-Recourse Indebtedness is no less than the
Protected Person's aggregate deficit capital account in the Partnership as of
the date of the Contribution.

      Section 4. Tax Return Preparation. Contributor shall provide the
Partnership with such information relating to XX and the YY, Protected Persons
and such other assistance as the Partnership may reasonably request, in order to
assist the Partnership in preparing its tax returns or the tax returns and
satisfying its obligations under this Agreement.

      Section 5. Tax Damages Amount.

      (a) If there is a Disposition described in Section 1 of this Agreement
which requires payment of the Tax Damages Amount (a "Tax Event Disposition"),
the Partnership shall pay to MetLife 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 amount by which the Tax Amount (as
      determined below). The Tax Amount determined as follows:

                  a.    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.

                  b.    The "Gain Amount" shall equal the sum of the "Deferred
                        Gain Amount" plus the "Section 752 Gain Amount".

                  c.    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
                        MetLife under Section 704(c) of the Code with respect to
                        the Contributed Property or Designated Property reduced
                        by any gain resulting from the Protected Person's prior
                        direct or indirect voluntary or involuntary disposition
                        of Units.

                  e.    The "Section 752 Gain Amount" shall equal the amount of
                        taxable gain, if any, recognized by MetLife under
                        Section 752 and Section 731 of the Code as a direct
                        result of the reduction in the amount of

<PAGE>

                        the MetLife Loans resulting from the Tax Event
                        Disposition reduced by any gain resulting from MetLife's
                        prior direct or indirect voluntary or involuntary
                        disposition of Units..

      (b) Y shall be the reasonable expenses associated with determining the Tax
Amount, including, without limitation, attorney's and accountants fees.

      (c) 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.

      (d) Collection of the Tax Damages Amount (and any accrued interest
thereon) shall be the Protected Person's 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.

      Section 10. 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

<PAGE>

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.

      Section 11. 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 12. Amendment. This Agreement may be amended only with the
written consent of the party against whom enforcement is sought.

      Section 13. 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 14. 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,
                              LP, 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:  _________________________________________

                              _________________________________________________,

                              By:     _________________________________________
                              Name:   _________________________________________
                              Title:  _________________________________________

                              Protected Person

                              _________________________________________________

                              _________________________________________________

                              _________________________________________________

                              _________________________________________________

<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.

<PAGE>

      "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.

      "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

<PAGE>

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.

      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

<PAGE>

      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.

                                   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;

<PAGE>

            (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;

               (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;

<PAGE>

               (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

<PAGE>

                                  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.

      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

<PAGE>

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.

      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.

<PAGE>

      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;

<PAGE>

         (ii) Option, warrant, or right, whether as an addition to or in
   substitution or in exchange for any of the Pledged Securities, or otherwise;

         (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.

<PAGE>

      (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 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.

<PAGE>

      (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 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.

Signed, sealed, sworn to and delivered     PLEDGOR:
in the presence of:

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

Witness

                                           By:

<PAGE>

_____________________________              New GP, LLC

Notary Public                              its General Partner

Notarized this ____ day of ______, 20___.  By:_____________________________

                                           Name:__________________________

My commission expires: _________________   Title:____________________________

        (NOTARIAL SEAL)                    Address:_____________________________

                                                   _____________________________

                                                   _____________________________

<PAGE>

Signed, sealed, sworn to and delivered     PLEDGEE:
in the 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

                             ASSIGNMENT OF INTERESTS

                         JEFFERSON AT _________________

                             ASSIGNMENT OF INTERESTS

This Assignment of Interests (the "Assignment") is executed as of
________________, 2004, by JPI-CG Mezz, LLC, a Delaware limited liability
company ("JPI-CG"), JC _______, Inc., a Delaware corporation (the
"Corporation"), JC - _____, LLC, a Delaware limited liability company (the
"LLC"), and Jefferson Commons - ______, L.P., a Delaware limited partnership
(the "Partnership"), and Education Realty Operating Partnership, L.P., a
Delaware limited partnership (the "Buyer").

                                   BACKGROUND:

A.    The LLC is the sole general partner of the Partnership and JPI-CG is the
      sole limited partner of the Partnership (the "Transferred LP Interest")
      and together they own 100% of the outstanding partnership interests in the
      Partnership.

B.    The Corporation is a 1% member of the LLC and JPI-CG is a 99 % member of
      the LLC (the "Transferred LLC Interest")and together they own 100% of the
      outstanding membership interest in the LLC.

C.    JPI-CG is the sole stockholder of the Corporation and owns 100% of the
      outstanding common stock of the Corporation (the "Transferred Stock
      Interest").

D.    JPI-CG desires to assign to Buyer and Buyer desires to accept the
      assignment of the Transferred LP Interest, the Transferred LLC Interest,
      and the Transferred Stock Interest (such Transferred LP Interest,
      Transferred LLC Interest, and Transferred Stock Interest are collectively
      referred to as the "Transferred Interests") on the terms and conditions
      set forth herein.

E.    The parties to this Assignment approve of the assignments of the
      Transferred Interests and various actions to be effected in connection
      therewith.

F.    JPI-CG entered into a Contract of Sale, dated as of _____________, 2004
      (as the same may have been amended, the "Sale Agreement"), with the Buyer,
      covering the sale of the Transferred Interests.

G.    The Partnership is the owner in fee simple in certain real estate (the
      "Project") located in ___________________ County, ______________, commonly
      known as Jefferson at _____________ Apartments, and more particularly
      described on Exhibit __ attached to the Sale Agreement.

<PAGE>

Therefore, in consideration of the premises, the payment of the Purchase Price
under the Sale Agreement, and other good and valuable consideration, the receipt
and sufficiency of which hereby are acknowledged and confessed, the parties
hereto agree as follows:

                                   AGREEMENTS:

1.    Recitals. The background recitals are incorporated in and made a part of
      this Assignment by this reference.

2.    Assignments. JPI-CG hereby assigns, transfers, and conveys, free and clear
      of all liens, encumbrances and rights of any third parties, to Buyer all
      right, title, and interest of JPI-CG in, to, and under the Transferred
      Interests and, following the substitution of Buyer as (a) a limited
      partner in the Partnership pursuant to Section 3 below, JPI-CG is no
      longer a limited partner in the Partnership, (b) a member in the LLC
      pursuant to Section 4 below, JPI-CG is no longer a member of the LLC, and
      (c) a stockholder pursuant to Section 5 below, JPI-CG is no longer a
      stockholder of the Corporation. Buyer hereby accepts such assignment,
      transfer, and conveyance of the Transferred Interests pursuant to the
      terms in Sections 3, 4 and 5 below.

3.    Admission of Buyer as Partners. Buyer is hereby substituted as a limited
      partner in the Partnership with respect to the Transferred LP Interest.
      Buyer hereby (a) agrees to be subject to and bound by the terms of the
      Partnership Agreement of the Partnership in its capacity as a limited
      partner of the Partnership with respect to the Transferred LP Interest,
      (b) assumes and agrees to perform and discharge those duties under the
      Partnership Agreement relating to the Transferred LP Interest arising and
      required to be performed after the date of Buyer's admission to the
      Partnership in accordance with the terms of the Partnership Agreement, and
      (c) by executing and delivering this Assignment, is deemed to have
      executed and delivered the Partnership Agreement subject to the
      limitations specified in this Assignment.

4.    Admission of Buyer as Member. Buyer is hereby substituted as a member in
      the LLC with respect to the Transferred LLC Interest. Buyer hereby (a)
      agrees to be subject to and bound by the terms of the Limited Liability
      Company Agreement adopted by the LLC in its capacity as a member of the
      LLC with respect to the Transferred LLC Interest, (b) assumes and agrees
      to perform and discharge those duties under the Limited Liability Company
      Agreement adopted by the LLC relating to the Transferred LLC Interest
      arising and required to be performed after the date of Buyer's admission
      to the LLC as a member in accordance with the terms of the Limited
      Liability Company Agreement adopted by the LLC, and (c) by executing and
      delivering this Assignment, is deemed to have adopted the Limited
      Liability Company Agreement adopted by the LLC subject to the limitations
      specified in this Assignment.

5.    Admission of Buyer as Stockholder. Buyer is hereby substituted as a
      stockholder of the Corporation with respect to the Transferred Stock
      Interest. Buyer hereby (a) agrees to be subject to and bound by the terms
      of the Corporation's Charter and Bylaws in its capacity as a stockholder
      of the Corporation with respect to the Transferred Stock Interest, (b)
      assumes and agrees to perform and discharge those duties under the
      Corporation's Charter and Bylaws relating to the Transferred Stock
      Interest arising and required to be performed after the date of Buyer's
      admission as a stockholder of the Corporation in

<PAGE>

      accordance with the terms of the Corporation's Charter and Bylaws, and (c)
      by executing and delivering this Assignment, is deemed to have adopted the
      Corporation's Charter and Bylaws subject to the limitations specified in
      this Assignment.

6.    Consents and Waivers. Each party to this Assignment hereby:

      (a)   consents (in all capacities, including its capacity as a partner in
            the Partnership, a member in the LLC and a stockholder in the
            Corporation) to (i) the transfers of the Transferred Interests as
            described herein, (ii) the substitution of Buyer as a limited
            partner in the Partnership with respect to Transferred LP Interest,
            (iii) the substitution of Buyer as a member in the LLC with respect
            to the Transferred LLC Interest, (iv) the substitution of Buyer as a
            stockholder of the Corporation with respect to the Transferred Stock
            Interest, and (v) all other action effected pursuant to this
            Assignment; and

      (b)   waives (in all capacities, including its capacity as a partner in
            the Partnership, a member in the LLC and a stockholder in the
            Corporation) any and all rights such party may have as a result of
            such actions to (i) receive notice of transfer of the Transferred
            Interests or any other actions effected pursuant to this Assignment
            or (ii) purchase any or all of the Transferred Interests.

7.    No Dissolution. To the extent the Partnership or the LLC would otherwise
      be dissolved as a result of any of the transactions effected pursuant to
      this Assignment, each party hereto agrees that (a) the Partnership and the
      LLC are not dissolved, and (b) to the extent the Partnership or the LLC is
      deemed dissolved, the Partnership and the LLC are hereby reconstituted and
      the business of the Partnership and the LLC will continue without being
      wound up.

8.    Amendments. If the actions effected pursuant to this Assignment:

      (a)   violate the Partnership Agreement or require an amendment to the
            Partnership Agreement in order to be effected, each of the parties
            to this Assignment hereby approves such amendments to the
            Partnership Agreement that are reasonably necessary or desirable to
            avoid such violation and to give effect to such actions and agrees
            that the Partnership Agreement is hereby deemed to be so amended;

      (b)   violate the LLC's Limited Liability Company Agreement or require an
            amendment to such agreement in order to be effected, each of the
            parties to this Assignment hereby approves such amendments to the
            LLC's Limited Liability Company Agreement that are reasonably
            necessary or desirable to avoid such violation and to give effect to
            such actions and agrees that the LLC's Limited Liability Company
            Agreement is hereby deemed to be so amended; or

      (c)   violate the Corporation's Charter or Bylaws or require an amendment
            to the such documents in order to be effected, each of the parties
            to this Assignment hereby approves such amendments to the
            Corporation's Charter or Bylaws that are reasonably necessary or
            desirable to avoid such violation and to give effect to

<PAGE>

            such actions and agrees that the Corporation's Charter or Bylaws are
            hereby deemed to be so amended.

9.    Further Assurances. Each party to this Assignment will execute and deliver
      such documents and will take such actions as may be reasonably necessary
      or desirable to effect the transactions described in this Assignment as
      mutually approved by their respective counsels.

10.   Mailing Address. Until changed in accordance with the Agreement, the
      address to which notices to the Buyer should be sent is:

         _____________________________

         _____________________________

         _____________________________

         Attention:___________________

11.   Counterparts; Facsimile Signatures. This Assignment may be executed in any
      number of counterparts with the same effect as if all signing parties had
      signed the same document. All counterparts will be construed together and
      constitute the same document. In making proof of this Assignment, it will
      not be necessary to account for more than one counterpart executed by the
      party against whom enforcement is sought. Facsimile signatures are binding
      on the party submitting the facsimile signatures.

12.   Indemnities. All terms used with an initial capital letter in this Section
      12 and not defined in this Section 12 have the same meanings as in the
      Sale Agreement.

      (a)   Except for matters subject to the disclaimers in Section 9.12 of the
            Sale Agreement, and, subject to the cap in the Sale Agreement on
            aggregate liability for all damages under the Sale Agreement,
            inclusive of any claims hereunder, Transferors shall jointly and
            severally indemnify, defend, and hold harmless Transferees and their
            partners, shareholders, and members and the Partnership (the
            "Transferee Indemnitees") from and against any and all claims,
            demands, liabilities, costs, expenses, penalties, damages, and
            losses, including without limitation reasonable legal fees, court
            costs, and expenses (collectively "Claims") asserted against,
            incurred, or suffered by any Transferee Indemnitee resulting from or
            arising out of the following matters of which Transferees shall
            provide written notice to Transferors within a period of nine (9)
            months after the Closing Date (time being of the essence),:

            (i)   any personal injury or property damage (other than casualty
                  loss covered in Section 8.2 or 8.3 of the Sale Agreement)
                  which occurred in, on, or under the Project prior to the date
                  of this Assignment from any cause whatsoever other than as a
                  consequence of the negligent acts or omissions of any
                  Transferee or Purchaser or their respective agents, employees,
                  or contractors;

<PAGE>

            (ii)  any claim, demand, lawsuit, arbitration, or other legal
                  proceeding initiated by or on behalf of one or more of the
                  shareholders of, or partners or members in, Transferors
                  relating to the execution of this Assignment and the transfer
                  of the Transferred Interests to Transferees under this
                  Assignment; and

            (iii) except to the extent already prorated between the parties
                  under the Sale Agreement, any and all liabilities,
                  obligations, debts, contracts, and other commitments of any
                  kind or nature whatsoever, whether accrued, fixed, absolute,
                  conditional, determined, or determinable of the Partnership,
                  existing as of the Closing Date or arising out of or resulting
                  from any transaction of the Partnership entered into prior to
                  the Closing Date, except for liabilities and obligations
                  arising on or after the Closing Date under or related to the
                  Service Contracts, the Leases (identified on the most recent
                  Rent Roll delivered by Transferors and any Leases entered into
                  after the date of the Rent Roll in the ordinary course of
                  business), or the Permitted Exceptions; provided, however,
                  nothing herein affects Transferors' obligations or
                  Transferees' rights under the Sale Agreement for a breach of
                  Sellers' representations and warranties, but Transferees shall
                  be precluded from recovering more than the actual amount of
                  any Claims for the same errors, acts or omissions if recovery
                  is sought under both the Sale Agreement and this indemnity.

      (b)   Transferees shall jointly and severally indemnify, defend, and hold
            harmless Transferors and their partners, shareholders, and members
            (the "Transferor Indemnitees") from and against any and all Claims
            asserted against, incurred, or suffered by any Transferor Indemnitee
            resulting from or arising out of:

            (i)   any personal injury or property damage which occurs in, on, or
                  under the Project on or after the Closing Date from any cause
                  whatsoever other than as a consequence of the negligent acts
                  or omissions of Transferors, or their agents, employees,
                  contractors, subcontractors, or JPI Apartment Construction,
                  L.P. first occurring on or after the Closing Date.; and

            (ii)  any and all liabilities, obligations, debts, contracts, and
                  other commitments of any kind or nature whatsoever, whether
                  accrued, fixed, absolute, conditional, determined, or
                  determinable of the Partnership arising out of or resulting
                  from any transaction of the Partnership entered into from or
                  after the Closing Date and any Partnership liabilities and
                  obligations arising from or after the Closing Date under or
                  related to the Service Contracts, the Leases (identified on
                  the most recent Rent Roll delivered by Transferors and any
                  Leases entered into after the date of the Rent Roll in the
                  ordinary course of business), or the Permitted Exceptions.

13.   Disclaimer; Limitations. The provisions of this document are subject to
      the surviving terms and conditions of the Sale Agreement.

<PAGE>

                         [SIGNATURES ON FOLLOWING PAGE]

<PAGE>

Executed to be effective as of the date stated in the first section of this
Assignment.

                                           JPI-CG

                                           JPI-CG Mezz, LLC, a Delaware limited
                                           liability company

                                           By:__________________________________
                                           Name:________________________________
                                           Title:_______________________________

                                           THE CORPORATION

                                           JC-_________, Inc., a Delaware
                                           corporation

                                           By:__________________________________
                                           Name:________________________________
                                           Title:_______________________________

                                           LLC

                                           JC - ________, LLC, a Delaware
                                           limited liability company

                                           By:__________________________________
                                           Name:________________________________
                                           Title:_______________________________

                                           THE PARTNERSHIP

                                           Jefferson Commons - __________, L.P.,
                                           a Delaware limited partnership

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

                                                By:    _________________________
                                                Name:  _________________________
                                                Title: _________________________

<PAGE>

                                         BUYER

                                         Education Realty Operating Partnership,
                                         LP, a Delaware limited partnership

                                         By:____________________________________

                                         By:____________________________________
                                         Name:__________________________________
                                         Title:_________________________________

<PAGE>

                                    EXHIBIT R

                       ASSIGNMENT OF PARTNERSHIP INTERESTS

                 JEFFERSON LOFTS AT ORLANDO LIMITED PARTNERSHIP

                       ASSIGNMENT OF PARTNERSHIP INTERESTS

This Assignment of Interests (the "Assignment") is executed as of ____ ___,
2004, by JPI INVESTMENT COMPANY, L.P., a Texas limited partnership ("Current
LP"), ______ ____("New LP"), JPI GENPAR REALTY LLC, a Delaware limited liability
company ("Current GP"), and __________ ("New GP"). Current LP and Current GP are
sometimes referred to individually as a "Transferor" and collectively as
"Transferors." New LP and New GP are sometimes referred to individually as a
"Transferee" and collectively as "Transferees."

                                   BACKGROUND:

A.    Current LP and Current GP are all of the partners in Jefferson Lofts at
      Orlando Limited Partnership, a Delaware limited partnership (the
      "Partnership"). Current LP and Current GP together own 100% of the
      partnership interests in the Partnership.

B.    The Partnership is governed by that certain Limited Partnership Agreement
      dated ______________(the "Agreement"). All terms used with an initial
      capital letter in this Assignment and not otherwise defined in this
      Assignment have the same meanings as in the Agreement.

C.    Current LP desires to assign to New LP and New LP desires to accept the
      assignment from Current LP of a limited partnership interest having a
      Sharing Ratio of 99% in the Partnership (such interest being called the
      "Transferred LP Interest") on the terms and conditions set forth herein.

D.    Current GP desires to assign to New GP and New GP desires to accept the
      assignment from Current GP of a general partnership interest having a
      Sharing Ratio of 1% in the Partnership (such interest being called the
      "Transferred GP Interest") on the terms and conditions set forth herein.
      The Transferred LP Interest and the Transferred GP Interest are sometimes
      collectively referred to as the "Transferred Interests."

E.    The parties to this Assignment are willing to approve of the assignments
      of the Transferred Interests and various actions to be effected in
      connection therewith.

F.    Current LP and Current GP entered into an Agreement of Sale of Partnership
      Interests dated as of ________ , 2004 (as the same may have been amended,
      the "Sale Agreement"), with Education Realty Operating Partnership, LP
      ("Purchaser"), covering the sale of 100% of the partnership interests in
      the Partnership. Purchaser assigned its right to purchase the Transferred
      GP Interest and the Transferred LP Interest under the Sale Agreement to
      New GP and the New LP, respectively, pursuant to an Assignment and
      Assumption of Contract of Sale dated __________________, .

<PAGE>

G.    The Partnership is the owner in fee simple in certain real estate (the
      "Project") located in Orange County, Florida, commonly known as Jefferson
      Lofts Apartments, and more particularly described on the attached EXHIBIT
      A-7 of the Sale Contract.

Therefore, in consideration of the premises, the payment of the Purchase Price
under the Sale Agreement, and other good and valuable consideration, the receipt
and sufficiency of which hereby are acknowledged and confessed, the parties
hereto agree as follows:

                                   AGREEMENTS:

1.    Recitals. The background recitals are incorporated in and made a part of
      this Assignment by this reference.

2.    Assignments. Current LP hereby assigns, transfers, and conveys, free and
      clear of all liens, encumbrances and rights of any third parties, to New
      LP all right, title, and interest of Current LP in, to, and under the
      Transferred LP Interest and, following the substitution of New LP in the
      Partnership pursuant to Section 3 below, Current LP is no longer a partner
      in the Partnership. New LP hereby accepts such assignment, transfer, and
      conveyance of the Transferred LP Interest pursuant to the terms in Section
      3 below. Current GP hereby assigns, transfers, and conveys to New GP all
      right, title, and interest of Current GP in, to, and under the Transferred
      GP Interest and, following the substitution of New GP in the Partnership
      pursuant to Section 3 below, Current GP is no longer a partner in the
      Partnership. New GP hereby accepts such assignment, transfer, and
      conveyance of the Transferred GP Interest pursuant to the terms in Section
      3 below.

3.    Admission of New LP and New GP as Partners. New LP is hereby substituted
      as a limited partner in the Partnership in respect of the Transferred LP
      Interest. New GP is hereby substituted as a general partner in the
      Partnership in respect of the Transferred GP Interest. Each Transferee
      hereby (a) agrees to be subject to and bound by the terms of the Agreement
      in its capacity as a partner of the Partnership in respect of its
      respective Transferred Interest, (b) assumes and agrees to perform and
      discharge those duties under the Agreement relating to its respective
      Transferred Interest arising and required to be performed after the date
      of its admission to the Partnership in accordance with the terms of the
      Agreement, and (c) by executing and delivering this Assignment, is deemed
      to have executed and delivered the Agreement subject to the limitations
      specified in this Assignment.

4.    Consents and Waivers. Each party to this Assignment hereby (a) consents
      (in all capacities, including its capacity as a partner in the
      Partnership) to (i) the transfers of the Transferred Interests described
      herein, (ii) the substitution of New LP and New GP as partners in the
      Partnership in respect of their respective Transferred Interests, and
      (iii) each other action effected pursuant to this Assignment and (b)
      waives (in all capacities, including its capacity as a partner in the
      Partnership) any and all rights such party may have as a result of such
      actions to (i) receive notice of transfer of the Transferred Interests or
      any other actions effected pursuant to this Assignment and/or (ii)
      purchase either or both of the Transferred Interests.

5.    No Dissolution. To the extent the Partnership would otherwise be dissolved
      as a result of any of the transactions effected pursuant to this
      Assignment, each party hereto agrees

<PAGE>

      that (a) the Partnership is not dissolved and (b) to the extent the
      Partnership is deemed dissolved, the Partnership is hereby reconstituted
      and all of its business shall be continued without being wound up.

6.    Amendment. If the actions effected pursuant to this Assignment (a) would
      violate the Agreement or (b) require an amendment to the Agreement in
      order to be effected, each of the parties to this Assignment hereby
      approves such amendments to the Agreement that are reasonably necessary or
      desirable to avoid such violation and to give effect to such actions and
      agrees that the Agreement is hereby deemed to be so amended.

7.    Further Assurances. Each party to this Assignment shall execute and
      deliver such documents and shall take such actions as may be reasonably
      necessary or desirable to effect the transactions described in this
      Assignment as mutually approved by their respective counsels.

8.    Mailing Address. Until changed in accordance with the Agreement, the
      address to which notices to the Transferees should be sent is:

                   _________________________________

                   _________________________________

                   _________________________________

                   _________________________________

                   _________________________________

                   Attention:_______________________

9.    Counterparts; Facsimile Signatures. This Assignment may be executed in any
      number of counterparts with the same effect as if all signing parties had
      signed the same document. All counterparts shall be construed together and
      constitute the same document. In making proof of this Assignment, it shall
      not be necessary to account for more than one counterpart executed by the
      party against whom enforcement is sought. Facsimile signatures are binding
      on the party submitting the facsimile signatures.

10.   Indemnities. All terms used with an initial capital letter in this Section
      10 and not defined in this Section 10 have the same meanings as in the
      Sale Agreement.

      (a)   Except for matters subject to the disclaimers in Section 9.12 of the
            Sale Agreement, and, subject to the cap in the Sale Agreement on
            aggregate liability for all damages under the Sale Agreement,
            inclusive of any claims hereunder, Transferors shall jointly and
            severally indemnify, defend, and hold harmless Transferees and their
            partners, shareholders, and members and the Partnership (the
            "Transferee Indemnitees") from and against any and all claims,
            demands, liabilities, costs, expenses, penalties, damages, and
            losses, including without limitation reasonable legal fees, court
            costs, and expenses (collectively "Claims")

<PAGE>

            asserted against, incurred, or suffered by any Transferee Indemnitee
            resulting from or arising out of the following matters of which
            Transferees shall provide written notice to Transferors within a
            period of nine (9) months after the Closing Date (time being of the
            essence),:

            (i)   any personal injury or property damage (other than casualty
                  loss covered in Section 8.2 or 8.3 of the Sale Agreement)
                  which occurred in, on, or under the Project prior to the date
                  of this Assignment from any cause whatsoever other than as a
                  consequence of the negligent acts or omissions of any
                  Transferee or Purchaser or their respective agents, employees,
                  or contractors;

            (ii)  any claim, demand, lawsuit, arbitration, or other legal
                  proceeding initiated by or on behalf of one or more of the
                  shareholders of, or partners or members in, Transferors
                  relating to the execution of this Assignment and the transfer
                  of the Transferred Interests to Transferees under this
                  Assignment; and

            (iii) except to the extent already prorated between the parties
                  under the Sale Agreement, any and all liabilities,
                  obligations, debts, contracts, and other commitments of any
                  kind or nature whatsoever, whether accrued, fixed, absolute,
                  conditional, determined, or determinable of the Partnership,
                  existing as of the Closing Date or arising out of or resulting
                  from any transaction of the Partnership entered into prior to
                  the Closing Date, except for liabilities and obligations
                  arising on or after the Closing Date under or related to the
                  Service Contracts, the Leases (identified on the most recent
                  Rent Roll delivered by Transferors and any Leases entered into
                  after the date of the Rent Roll in the ordinary course of
                  business), or the Permitted Exceptions; provided, however,
                  nothing herein affects Transferors' obligations or
                  Transferees' rights under the Sale Agreement for a breach of
                  Sellers' representations and warranties, but Transferees shall
                  be precluded from recovering more than the actual amount of
                  any Claims for the same errors, acts or omissions if recovery
                  is sought under both the Sale Agreement and this indemnity.

      (b)   Transferees shall jointly and severally indemnify, defend, and hold
            harmless Transferors and their partners, shareholders, and members
            (the "Transferor Indemnitees") from and against any and all Claims
            asserted against, incurred, or suffered by any Transferor Indemnitee
            resulting from or arising out of:

            (i)   any personal injury or property damage which occurs in, on, or
                  under the Project on or after the Closing Date from any cause
                  whatsoever other than as a consequence of the negligent acts
                  or omissions of Transferors, or their agents, employees,
                  contractors, subcontractors, or JPI Apartment Construction,
                  L.P. first occurring on or after the Closing Date.; and

            (ii)  any and all liabilities, obligations, debts, contracts, and
                  other commitments of any kind or nature whatsoever, whether
                  accrued, fixed, absolute,

<PAGE>

                  conditional, determined, or determinable of the Partnership
                  arising out of or resulting from any transaction of the
                  Partnership entered into from or after the Closing Date and
                  any Partnership liabilities and obligations arising from or
                  after the Closing Date under or related to the Service
                  Contracts, the Leases (identified on the most recent Rent Roll
                  delivered by Transferors and any Leases entered into after the
                  date of the Rent Roll in the ordinary course of business), or
                  the Permitted Exceptions.

11.   Disclaimer; Limitations. The provisions of this document are subject to
      the surviving terms and conditions of the Sale Agreement.

                         [SIGNATURES ON FOLLOWING PAGE]

<PAGE>

Executed to be effective as of the date stated in the first section of this
Assignment.

                                           CURRENT GP

                                           _____________________________________

                                           By:   _______________________________
                                                 Name: _________________________
                                                 Title:_________________________

                                           NEW GP

                                           _____________________________________

                                           By:   _______________________________
                                                 Name: _________________________
                                                 Title:_________________________

                                           CURRENT LP

                                           _____________________________________

                                           By:   _______________________________
                                                 Name: _________________________
                                                 Title:_________________________

                                           NEW LP

                                           _____________________________________

                                           By:   _______________________________
                                                 Name: _________________________
                                                 Title:_________________________

<PAGE>

                                    EXHIBIT S

                  NON-EXCLUSIVE SERVICE MARK LICENSE AGREEMENT

                            [COVER PAGE FOR 10 PAGES]

<PAGE>

                                    EXHIBIT S

                  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
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

<PAGE>

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.

<PAGE>
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 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.

<PAGE>

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 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

<PAGE>

               with a copy to:        Martin, Tate, Morrow & Marston, P. C.
                                      22 North Front Street, Suite 1100
                                      Memphis, Tennessee 38103
                                      Attention:  Lee Welch

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>

                                   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

<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 T

                                  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 JPI-CG Mezz LLC, a Delaware limited
liability company ("JPI-CG"), JPI-MC Mezz LLC, a Delaware limited liability
company ("JPI-MC"), JPI Genpar Realty LLC, a Delaware limited liability company
("Genpar"), and JPI Investment Company, L.P., a Texas limited partnership
("JPIIC," which, together with JPI-CG, JPI-MC and Genpar 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 100% of the issued and outstanding equity interest in
(a) the nine (9) Delaware corporations listed in Part 1 of Annex A attached
hereto (each a "Managing Member Entity" and collectively, the "Managing Member
Entities"), (b) the nine (9) Delaware limited liability companies listed in Part
2 of Annex A attached hereto (each a "GP Entity" and collectively, the "GP
Entities"), and (c) the ten (10) Delaware limited partnerships listed in Part 3
of Annex A attached hereto (each a "Project Partnership" and collectively, the
"Project Partnerships"). The Managing Member Entities, the GP Entities and the
Project Partnerships are sometimes each referred to herein as an "Acquired
Entity" or collectively as the "Acquired Entities."

      This opinion is being delivered pursuant to Section 6.2(a)(xv) 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 B 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 (other

<PAGE>

Education Realty Operating Partnership, LP
_______________, 200__
Page 2

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 and the Acquired Entities 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 the Acquired Entities 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 Managing Member Entity is a corporation existing and in good
standing under the Delaware General Corporation Law.

      (2) Each GP Entity is a limited liability company existing and in good
standing under the Delaware Limited Liability Company Act.

      (3) Each project partnership is a limited partnership existing and in good
standing under the Delaware Revised Uniform Limited Partnership Act.

      (4) Each Seller has the corporate, company or partnership (as applicable)
power and authority to execute and deliver the contract of sale and to perform
its obligations thereunder.

      (5) All necessary company or partnership, as applicable, 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.

      (6) 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:

            (i)   any breach of, or constitute a default under, such Seller's
                  (a) articles of incorporation or bylaws (if such Seller is a
                  corporation), (b) certificate of formation or limited
                  liability company agreement (if such Seller is a limited
                  liability company), or (c) certificate of limited partnership
                  or limited partnership agreement (if such Seller is a limited
                  partnership);

            (ii)  to our knowledge, any breach of, or constitute a default
                  under, any existing statute or governmental rule or regulation
                  applicable to any Seller;

<PAGE>

Education Realty Operating Partnership, LP
_______________, 200__
Page 3

            (iii) any breach of, or constitute a default under, any of the
                  agreements listed on Annex C attached hereto (collectively,
                  the "Material Agreements");

            (iv)  any creation or imposition of a lien or security interest in,
                  on or against the Acquired Entities or their respective assets
                  under any of the Material Agreements; or

            (v)   any breach of, or constitute a default under, any judicial or
                  administrative decree, writ, judgment or order to which, to
                  our knowledge, any Seller or any of the Acquired Entities are
                  subject.

      (7) 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 any Seller's
execution and delivery of, or performance under, the contract of sale.

      We hereby confirm to you that, to our knowledge [and except as set forth
on exhibit ___ to this opinion letter], no litigation or other proceeding
against the acquired entities or any of their respective properties is pending
or overtly threatened.

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 B 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 General
            Corporation Law, the Delaware Limited Liability Company Act and 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,

<PAGE>

Education Realty Operating Partnership, LP
_______________, 200__
Page 4

            Texas who has provided a substantial amount of legal services for
            any Seller 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 6(ii) above as to
            breach or default under any statute, rule or regulation and in
            paragraph 7 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

                                ACQUIRED ENTITIES

Part 1 - Managing Member Entities

1.    JC - Tallahassee, Inc., a Delaware corporation

2.    JC - Lubbock, Inc., a Delaware corporation

3.    JC - Columbus, Inc., a Delaware corporation

4.    JC - Western Michigan, Inc., a Delaware corporation

5.    JC - State College, Inc., a Delaware corporation

6.    JC - Stillwater, Inc., a Delaware corporation

7.    JC - Tharpe, Inc., a Delaware corporation

8.    JC - Knoxville, Inc., a Delaware corporation

9.    JC - Tampa, Inc., a Delaware corporation

Part 2 - GP Entities

1.    JC - Tallahassee LLC, a Delaware limited liability company

2.    JC - Lubbock LLC, a Delaware limited liability company

3.    JC - Columbus LLC, a Delaware limited liability company

4.    JC - Western Michigan LLC, a Delaware limited liability company

5.    JC - State College LLC, a Delaware limited liability company

6.    JC - Stillwater LLC, a Delaware limited liability company

7.    JC - Tharpe LLC, a Delaware limited liability company

8.    JC - Knoxville LLC, a Delaware limited liability company

9.    JC - Tampa LLC, a Delaware limited liability company

Part 3 - Project Partnerships

10.   Jefferson Commons - Tallahassee Limited Partnership, a Delaware limited
      partnership

11.   Jefferson Commons - Lubbock, L.P., a Delaware limited partnership

12.   Jefferson Commons - Columbus, L.P., a Delaware limited partnership

13.   Jefferson Commons - Western Michigan, L.P., a Delaware limited partnership

14.   Jefferson at State College, L.P., a Delaware limited partnership

15.   Jefferson Commons - Stillwater, L.P., a Delaware limited partnership

16.   Jefferson at Tharpe Limited Partnership, a Delaware limited partnership

17.   Jefferson Commons - Knoxville, L.P., a Delaware limited partnership

18.   Jefferson Commons - Tampa Limited Partnership, a Delaware limited
      partnership

19.   Jefferson Lofts at Orlando Limited Partnership, a Delaware limited
      partnership

<PAGE>

                                     ANNEX B

                            ORGANIZATIONAL DOCUMENTS

                       [To be completed prior to Closing]

                                      -2-
<PAGE>

                                     ANNEX C

                               MATERIAL AGREEMENTS

                       [To be completed prior to Closing]

                                      -3-
<PAGE>

                                    EXHIBIT U

                              INTENTIONALLY OMITTED

<PAGE>

                                    EXHIBIT V

                                WARRANT AGREEMENT

                            [COVER PAGE FOR 6 PAGES]

<PAGE>

NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT
HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH SECURITIES ARE
REGISTERED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH
REGISTRATION IS NOT REQUIRED.

WARRANT NO. 1                                              Date: _________, 2004

                          EDUCATION REALTY TRUST, INC.

                          COMMON STOCK PURCHASE WARRANT

      Education Realty Trust, Inc., a Maryland corporation (the "Company"),
hereby certifies that, for value received, JPI Investment Company, L.P., a Texas
limited partnership (the "Holder"), or its permitted successors or registered
assigns, is entitled, subject to the terms set forth below, to purchase from the
Company during the period commencing on the date that immediately follows the
first anniversary of the Company's initial public offering of its common stock,
par value $0.01 per share (the "Common Stock") and ending on or before February
28, 2007 (the "Expiration Date"), 250,000 shares (the "Warrant Shares") of
Common Stock at an exercise price equal to 103% of the initial public offering
price of the Common Stock (the "Exercise Price"). The number of Warrant Shares
shall be subject to adjustment as set forth herein.

      This Warrant is issued pursuant to a Contract of Sale\Contribution dated
as of September 17, 2004 between Holder and Education Realty Operating
Partnership, LP (the "Purchase Agreement"), a copy of which is on file at the
principal office of the Company.

      1.          Definitions. Capitalized terms used but not defined herein
shall have the meaning ascribed to them in the Agreement.

      2.          Exercise of Warrant. This Warrant may be exercised in full or
in part at any time or from time to time until the Expiration Date by the Holder
by surrender of this Warrant and the subscription form annexed hereto (duly
completed and executed) by Holder, to the Company at its principal office,
accompanied by payment, in cash or by certified or official bank check payable
to the order of the Company in the amount obtained by multiplying (a) the number
of shares of Common Stock to be purchased as designated by the Holder in the
subscription form by (b) the Exercise Price then in effect. On any partial
exercise, the Company at its expense will forthwith issue and deliver to, or
upon the order of the Holder a new Warrant or Warrants of like tenor, in the
name of the Holder or as such Holder (upon payment by such holder of any
applicable transfer taxes and subject to applicable securities laws and subject
to compliance with the terms hereof) may request, providing in the aggregate on
the face or faces thereof for the number of shares of Common Stock for which
such Warrant or Warrants may still be exercised.

<PAGE>

      3.          Adjustments to Number of Warrant Shares. The number of Warrant
Shares shall be subject to adjustment as follows:

(a) Adjustment for Change in Capital Stock. If the Company:

            (i) pays a dividend or makes a distribution on its Common Stock in
      shares of its Common Stock;

            (ii) subdivides or reclassifies its outstanding shares of Common
      Stock into a greater number of shares of Common Stock;

            (iii) combines or reclassifies its outstanding shares of Common
      Stock into a smaller number of shares of Common Stock; or

            (iv) issues by reclassification of its Common Stock any shares of
      its capital stock;

then the number of Warrant Shares shall be proportionately adjusted so that the
Holder upon exercise thereafter may receive the aggregate number and kind of
shares of capital stock of the Company that the Holder would have owned
immediately following such action if this Warrant had been exercised immediately
prior to such action.

(b) Reorganizations, etc. In case of any capital reorganization, any
reclassification of the stock of the Company (other than a change in par value
or as a result of a stock dividend or subdivision, split-up or combination of
shares), or the consolidation or merger of the Company with or into another
corporation (other than a consolidation or merger in which the Company is the
continuing corporation and that does not result in any change in the Common
Stock) or of the sale of all or substantially all the properties and assets of
the Company as an entirety to any other corporation or other person or entity,
this Warrant shall, after such reorganization, reclassification, consolidation,
merger or sale, be exercisable for the kind and number of shares of stock or
other securities or property (including cash) of the Company or of the
corporation resulting from such consolidation or surviving such merger or to
which such properties and assets shall have been sold or of such other person to
which the Holder would have been entitled if the Holder had held the shares of
Common Stock issuable upon the exercise hereof immediately prior to such
reorganization, reclassification, consolidation, merger or sale.

(c) Notice of Adjustment. Upon any adjustment pursuant to this Section 3, the
Company shall cause to be given to the Holder written notice of such adjustment.

      4.          Delivery of Stock Certificates, etc., on Exercise. As soon as
practicable after the exercise of this Warrant, and in any event within 10 days
thereafter, the Company at its expense (including the payment by it of any
applicable issue or stamp taxes) will cause to be issued in the name of and
delivered to the Holder, or as the Holder (upon payment by the Holder of any
applicable transfer taxes and subject to applicable securities laws) may direct,
a certificate or certificates for the number of fully paid and nonassessable
shares of Common Stock to which the Holder shall be entitled on such exercise,
in such denominations as may be requested by the Holder, plus, in lieu of any
fractional share to which the Holder would otherwise be entitled, cash equal to
such fraction multiplied by the Fair Market Value of one full share of Common
Stock, together with any other stock or other securities and property (including
cash, where applicable) to which the Holder is entitled upon such exercise
pursuant to Section 2 or otherwise.

                                      -7-
<PAGE>

      5.          Covenants as to Common Stock. The Company covenants and agrees
that all shares of Common Stock that may be issued upon the exercise of this
Warrant will, upon issuance, be validly issued, fully paid and non-assessable
and free from all taxes, liens and charges with respect to the issue thereof.
Without limiting the generality of the foregoing, the Company covenants that it
will from time to time take all such actions as may be requisite to assure that
the stated or par value per share of Common Stock is at all times equal to or
less than the then effective Exercise Price per share of Common Stock issuable
upon exercise of this Warrant. The Company further covenants and agrees that the
Company will at all times have authorized and reserved, free from preemptive
rights, a sufficient number of shares of Common Stock to provide for the
exercise of this Warrant.

      6.          No Stockholder Rights. This Warrant shall not entitle the
holder hereof to any voting rights as a stockholder of the Company.

      7.          Restrictions on Transfer Rights.

(a) The holder of this Warrant by acceptance hereof acknowledges and agrees that
this Warrant and the shares of Common Stock issuable upon the exercise of all or
any portion of this Warrant are subject to the provisions of the Purchase
Agreement. In addition, this Warrant and the shares of Common Stock may not be
sold or transferred unless either (i) they first shall have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if
requested by the Company, the Company shall first have been furnished with an
opinion of legal counsel, reasonably satisfactory to the Company, to the effect
that such sale or transfer is exempt from the registration requirements of the
Securities Act.

(b) Each certificate representing the shares of Common Stock shall bear a legend
substantially in the following form:

      "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL SUCH SECURITIES ARE REGISTERED UNDER SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL, SATISFORY TO THE
COMPANY, IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED."

      8.          Exchange of Warrant. This Warrant is exchangeable upon the
surrender hereof by the holders hereof at the office or agency of the Company
designated by the Company, for new Warrants of like tenor representing in the
aggregate the rights to subscribe for and purchase the number of Warrant Shares
that may be subscribed for and purchased hereunder, each of such new Warrants to
represent the right to subscribe for and purchase such number of shares as shall
be designated by said Holder at the time of such surrender.

      9.          Lost, Stolen, Mutilated or Destroyed Warrant. If this Warrant
is lost, stolen, mutilated or destroyed, the Company may, on such terms as to
indemnity or otherwise as it may in its discretion impose (which shall, in the
case of a mutilated Warrant, include the surrender thereof), issue a new Warrant
of like denomination and tenor as the Warrant so lost, stolen, mutilated or
destroyed. Any such new Warrant shall constitute a contractual obligation of the
Company, whether or not the allegedly lost, stolen, mutilated or destroyed
Warrant shall be at any time enforceable by anyone.

                                      -8-
<PAGE>

      10.         Notices. All notices and other communications provided for or
permitted hereunder shall be made by hand-delivery, first class mail,
telecopier, or overnight air courier guaranteeing next day delivery, (i) if from
the Company to the Holder, to the address furnished to the Company in writing by
the Holder (which initially shall be the address of the Holder set forth in the
Purchase Agreement), and (ii) if from the Holder to the Company, to the address
of its principal office. All such notices and communications shall be deemed to
have been duly given: (i) at the time delivered by hand, if personally
delivered; (ii) five business days after being deposited in the mail, postage
prepaid, if mailed; (iii) when receipt is acknowledged, if sent by facsimile;
and (iv) the next business day after timely delivery to the courier, if sent by
overnight air courier guaranteeing next day delivery. The parties may change the
addresses to which notices are to be given by giving five days' prior notice of
such change in accordance herewith.

      11.         Amendment or Waiver. This Warrant and any term hereof may be
amended or waived by an instrument in writing signed by the Company and the
Holder. No waivers of or exceptions to any term, condition or provision of this
Warrant, in any one or more instances, shall be deemed to be, or construed as, a
further or continuing waiver of any such term, condition or provision.

      12.         Governing Law. This Warrant shall be governed by and construed
in accordance with the internal laws of the State of Maryland, without regard to
principles of conflicts of laws.

      13.         Headings. The headings in this Warrant are for purposes of
reference only, and shall not limit or otherwise affect any of the terms hereof.

      14.         Severability. The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      -9-
<PAGE>

      IN WITNESS WHEREOF, this Warrant has been executed this __ day of
__________, 2004.

                                           EDUCATION REALTY TRUST, INC.

                                           By: _________________________________

                                                 Paul O. Bower

                                                 Chief Executive Officer and
                                                 President

<PAGE>

                              FORM OF SUBSCRIPTION

                   (To be signed only on exercise of Warrant)

TO EDUCATION REALTY TRUST, INC.

      The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise this Warrant for, and to purchase thereunder, _________
shares of Common Stock and herewith makes payment of $_______ therefor in cash,
and requests that the certificates for such shares be issued in the name of, and
delivered to ___________ whose address is __________________________________
_______________________________________________________________________________.

Dated: ________________________     (Signature must conform to name of holder as
                                    specified on the face of the Warrant)

                                    ____________________________________________

                                    ____________________________________________

                                    (Address)

<PAGE>

                                    EXHIBIT W

                          REGISTRATION RIGHTS AGREEMENT

                            [COVER PAGE FOR 16 PAGES]

<PAGE>

                          REGISTRATION RIGHTS AGREEMENT

      THIS REGISTRATION RIGHTS AGREEMENT, dated as of _________, 2004, is
entered into by and among Education Realty Trust, Inc., a Maryland corporation
(the "Company"), Education Realty Operating Partnership, LP, a Delaware limited
partnership (the "Operating Partnership"), JPI Investment Company, L.P., a Texas
limited partnership (the "Warrant Holder"), and the unit holders whose names are
set forth on the signature pages hereto (each a "Unit Holder" and collectively,
the "Unit Holders").

                                    RECITALS

      WHEREAS, in connection with the initial public offering of shares of the
Company's common stock, par value $.01 per share (the "Common Stock"), the
Company, the Operating Partnership, the Warrant Holder and the Unit Holders as
the parties which hold ownership interests in certain student housing properties
and other assets (the "Properties") will engage in certain formation
transactions (the "Formation Transactions") whereby the Warrant Holder and the
Unit Holders will contribute to the Operating Partnership their interests in the
Properties and other assets;

      WHEREAS, the Unit Holders will receive among other consideration, units of
limited partnership interests ("Units") in the Operating Partnership in exchange
for their respective interests in the Properties and other assets, and the
Company will be the sole stockholder of the general partner of the Operating
Partnership;

      WHEREAS, the Warrant Holder will receive a warrant (the "Warrant") for
shares of Common Stock in exchange for, among other consideration, its interest
in the Properties and other assets contributed to the Operating Partnership;

      WHEREAS, pursuant to the Partnership Agreement (as defined below), Units
will be redeemable for cash or exchangeable for shares of Common Stock of the
Company upon the terms and subject to the conditions contained therein; and

      WHEREAS, the Unit Holders and the Warrant Holder are willing to contribute
their respective interests in the Properties and other assets in consideration
of receiving, among other things, the registration rights set forth in Article
II hereof.

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

                                    ARTICLE I
                                   DEFINITIONS

      SECTION 1.1. DEFINITIONS. In addition to the definitions set forth above,
the following terms, as used herein, have the following meanings:

<PAGE>

"Affiliate" of any Person means any other Person directly or indirectly
controlling or controlled by or under common control with such Person. For the
purposes of this definition, "control" when used with respect to any Person,
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

"Agreement" means this Registration Rights Agreement, as it may be amended,
supplemented or restated from time to time.

"Business Day" means any day except a Saturday, Sunday or other day on which
commercial banks in Memphis, Tennessee are authorized by law to close.

"Commission" means the Securities and Exchange Commission.

"Demand Registration" means a Demand Registration as defined in Section 2.2.

"Exchange Act" means the Securities Exchange Act of 1934, as amended and the
rules and regulations promulgated thereunder.

"Exchangeable Units" means Units which may be redeemable for cash or
exchangeable for Common Stock pursuant to Section 7.4 of the Partnership
Agreement.

"General Partner" means the Company or its successors as general partner of the
Operating Partnership.

"Holder" means any Person who is the record or beneficial owner of any
Registrable Security or any assignee or transferee of such Registrable Security
(including assignments or transfers of Registrable Securities to such assignees
or transferees as a result of the foreclosure on any loans secured by such
Registrable Securities) to the extent (x) permitted under the Partnership
Agreement or the Warrant and (y) such assignee or transferee agrees in writing
to be bound by all the provisions hereof, unless such Registrable Security is
acquired in a public distribution pursuant to a registration statement under the
Securities Act or pursuant to transactions exempt from registration under the
Securities Act where securities sold in such transaction may be resold without
subsequent registration under the Securities Act.

"Initial Public Offering" means the offering of the Company's Common Stock
pursuant to the Form S-11 Registration Statement filed by the Company with the
Commission under the Securities Act.

"Market Value" means, with respect to the Common Stock, the average of the daily
market price for the ten (10) consecutive trading days immediately preceding the
date of a written request for registration pursuant to Section 2.2(a). The
market price for each such trading day shall be: (i) if the Common Stock is
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, in either case as reported in the principal consolidated transaction
reporting system, (ii) if the Common Stock is 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 Company, or (iii) if the Common
Stock is not listed or admitted to

<PAGE>

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 Company, 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 (10) days prior to
the date in question) for which prices have been so reported; provided that if
there are no bid and asked prices reported during the ten (10) days prior to the
date in question, the Market Value of the Common Stock shall be determined by
the Board of Directors of the Company acting in good faith on the basis of such
quotations and other information as it considers, in its reasonable judgment,
appropriate.

"Partnership Agreement" means the amended and restated agreement of limited
partnership of the Operating Partnership dated as of _________, 2004, as the
same may be amended, modified or restated from time to time.

"Person" means an individual or a corporation, partnership, limited liability
company, association, trust, or any other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof.

"Piggy-Back Registration" means a Piggy-Back Registration as defined in Section
2.3.

"Registrable Securities" means (a) shares of Common Stock of the Company at any
time owned, either of record or beneficially, by any Unit Holder (or any
permitted assignee or transferee thereof) and issued upon exchange of
Exchangeable Units received in the Formation Transactions, (b) shares of Common
Stock of the Company issuable to any Unit Holder (or any permitted assignee or
transferee thereof) upon exchange of Exchangeable Units received in the
Formation Transactions, (c) shares of Common Stock of the Company at any time
owned, either of record or beneficially, by the Warrant Holder (or any permitted
assignee or transferee thereof) and issued upon exercise of the Warrant issued
in the Formation Transactions, and (d) shares of Common Stock of the Company
issuable to the Warrant Holder (or any permitted assignee or transferee thereof)
upon exercise of the Warrant issued in the Formation Transactions (and, in the
case of clauses (a) and (c) above, any additional Common Stock issued as a
dividend, distribution or exchange for, or in respect of any such shares) until
(i) a registration statement covering such shares has been declared effective by
the Commission and such shares have been disposed of pursuant to such effective
registration statement, (ii) such shares are sold under circumstances in which
all of the applicable conditions of Rule 144 (or any similar provisions then in
force) under the Securities Act are met or under which such shares may be sold
pursuant to Rule 144(k), (iii) such shares held by such Person may be sold
pursuant to Rule 144 under the Securities Act and could be sold in one
transaction in accordance with the volume limitations contained in Rule
144(e)(1)(i) under the Securities Act, or (iv) such shares have been otherwise
transferred in a transaction that would constitute a sale thereof under the
Securities Act, the Company has delivered a new certificate or other evidence of
ownership for such shares not bearing the Securities Act restricted stock legend
and such shares may be resold without subsequent registration under the
Securities Act.

"Securities Act" means the Securities Act of 1933, as amended and the rules and
regulations promulgated thereunder.

"Selling Holder" means a Holder who is selling Registrable Securities pursuant
to a registration statement under the Securities Act.

<PAGE>

"Shelf Registration Statement" means a Shelf Registration statement as defined
in Section 2.1.

"Underwriter" means a securities dealer who purchases any Registrable Securities
as principal and not as part of such dealer's market-making activities.

                                   ARTICLE II
                               REGISTRATION RIGHTS

SECTION 2.1. SHELF REGISTRATION. The Company shall, no later than the date that
is fifteen (15) days after the first anniversary of the consummation date of the
Initial Public Offering, prepare and file a "shelf" registration statement with
respect to the Registrable Securities on an appropriate form for an offering to
be made on a continuous basis pursuant to Rule 415 under the Securities Act (the
"Shelf Registration Statement") and shall use its best efforts to cause the
Shelf Registration Statement to be declared effective as soon as practicable
thereafter, and to keep such Shelf Registration Statement continuously effective
for a period ending when all shares of Common Stock covered by the Shelf
Registration Statement are no longer Registrable Securities. In the event that
the Company fails to file by the date identified above, or if filed fails to
maintain the effectiveness of, a Shelf Registration Statement, Holders of shares
of Common Stock issuable upon the exchange of Exchangeable Units or issuable
upon exercise of the Warrant may make a written request for a Demand
Registration (as defined below) pursuant to Section 2.2 herein or Piggy Back
Registration (as defined below) pursuant to Section 2.3 herein; provided,
further, that if and so long as a Shelf Registration Statement is on file and
effective, then the Company shall have no obligation to effect a Demand
Registration or Piggy Back Registration.

SECTION 2.2. DEMAND REGISTRATION.

      (a) Request for Registration. Subject to Section 2.1 hereof, commencing on
or after the date which is eighteen (18) months after the consummation date of
the Initial Public Offering, Holders of Registrable Securities may make a
written request for registration under the Securities Act of all or part of its
or their Registrable Securities (a "Demand Registration"); provided, that the
Company shall not be obligated to effect more than one Demand Registration in
any twelve month period; and provided, further, that the number of shares of
Registrable Securities proposed to be sold by the Holders making such written
request shall have a Market Value of at least $2,000,000. Any such request will
specify the number of shares of Registrable Securities proposed to be sold and
will also specify the intended method of disposition thereof. Within ten (10)
days after receipt of such request, the Company will give written notice of such
registration request to all other Holders of the Registrable Securities and
include in such registration all such Registrable Securities with respect to
which the Company has received written requests for inclusion therein within
twenty (20) Business Days after the receipt by the applicable Holder of the
Company's notice. Each such request will also specify the number of shares of
Registrable Securities to be registered and the intended method of disposition
thereof.

      (b) Effective Registration. A registration will not count as a Demand
Registration until it has become effective.

      (c) Selling Holders Become Party to Agreement. Each Holder acknowledges
that by asserting or participating in its registration rights pursuant to this
Article II, such Holder may become a Selling Holder and thereby will be deemed a
party to this Agreement and will be bound by each of its terms.

<PAGE>

      (d) Underwriting. If the Holders of a majority of shares of the
Registrable Securities to be registered in a Demand Registration so elect by
written notice to the Company, the offering of such Registrable Securities
pursuant to such Demand Registration shall be in the form of an underwritten
offering. The Company shall select the book-running managing Underwriter in
connection with any such Demand Registration; provided that such managing
Underwriter must be reasonably satisfactory to the Holders of a majority of the
shares of the Registrable Securities. The Company may select any additional
investment banks and managers to be used in connection with the offering;
provided that such additional investment bankers and managers must be reasonably
satisfactory to a majority of the Holders making such Demand Registration. To
the extent 10% or more of the Registrable Securities so requested to be
registered are excluded from the offering in accordance with Section 2.4, the
Holders of such Registrable Securities shall have the right to one additional
Demand Registration under this Section in such twelve-month period with respect
to such Registrable Securities.

SECTION 2.3. PIGGY-BACK REGISTRATION. Subject to Section 2.1 hereof, if the
Company proposes to file a registration statement under the Securities Act with
respect to an underwritten equity offering by the Company for its own account or
for the account of any of its respective security holders of any class of
security (other than (i) any registration statement filed in connection with a
demand registration other than a Demand Registration under this Agreement or
(ii) a registration statement on Form S-4 or Form S-8 (or any substitute form
that may be adopted by the Commission) or filed in connection with an exchange
offer or offering of securities solely to the Company's existing security
holders), then the Company shall give written notice of such proposed filing to
the Holders of Registrable Securities as soon as practicable (but in no event
less than ten (10) days before the anticipated filing date), and such notice
shall offer such Holders the opportunity to register such number of shares of
Registrable Securities as each such Holder may request (a "Piggy-Back
Registration"). The Company shall use its commercially reasonable efforts to
cause the managing Underwriter or Underwriters of a proposed underwritten
offering to permit the Registrable Securities requested to be included in a
Piggy-Back Registration to be included on the same terms and conditions as any
similar securities of the Company included therein. The Company shall have the
right to terminate or withdraw any registration initiated by it under this
Section 2.3 prior to the effectiveness of such registration whether or not any
Holder has elected to include securities in such registration.

SECTION 2.4. REDUCTION OF OFFERING. Notwithstanding anything contained herein,
if the managing Underwriter or Underwriters of an offering described in Section
2.2 or 2.3 deliver a written opinion to the Company and the Holders of the
Registrable Securities included in such offering that (i) the size of the
offering that the Holders, the Company and such other persons intend to make or
(ii) the kind of securities that the Holders, the Company and/or any other
persons or entities intend to include in such offering are such that the success
of the offering would be materially and adversely affected by inclusion of the
Registrable Securities requested to be included, then (A) if the size of the
offering is the basis of such Underwriter's opinion, the amount of securities to
be offered for the accounts of Holders shall be reduced pro rata (according to
the Registrable Securities proposed for registration) to the extent necessary to
reduce the total amount of securities to be included in such offering to the
amount recommended by such managing Underwriter or Underwriters; provided that,
in the case of a Piggy-Back Registration, if securities are being offered for
the account of other persons or entities as well as the Company, then with
respect to the Registrable Securities intended to be offered by Holders, the
proportion by which the amount of such class of securities intended to be
offered by Holders is reduced shall not exceed the proportion by which the
amount of such class of securities intended to be offered by such other persons
or entities is reduced; and (B) if

<PAGE>

the combination of securities to be offered is the basis of such Underwriter's
opinion, (x) the Registrable Securities to be included in such offering shall be
reduced as described in clause (A) above (subject to the proviso in clause (A))
or, (y) if the actions described in clause (x) would, in the judgment of the
managing Underwriter, be insufficient to substantially eliminate the adverse
effect that inclusion of the Registrable Securities requested to be included
would have on such offering, such Registrable Securities will be excluded from
such offering.

SECTION 2.5. REGISTRATION PROCEDURES; FILINGS; INFORMATION. In connection with
any Shelf Registration Statement under Section 2.1 or whenever Holders request
that any Registrable Securities be registered pursuant to Section 2.2 hereof,
the Company will use its best efforts to effect the registration and the sale of
such Registrable Securities in accordance with the intended method of
disposition thereof as quickly as practicable, and in connection with any such
request:

      (a) The Company will as expeditiously as possible prepare and file with
the Commission a registration statement on any form for which the Company then
qualifies or which counsel for the Company shall deem appropriate and which form
shall be available for the sale of the Registrable Securities to be registered
thereunder in accordance with the intended method of distribution thereof, and
use its best efforts to cause such filed registration statement to become and
remain effective for a period of not less than 270 days; provided that if the
Company shall furnish to the Holders making a request pursuant to Section 2.2 a
certificate signed by either its Chairman, Chief Executive Officer or President
stating that in his or her good faith judgment it would be significantly
disadvantageous to the Company or its shareholders for such a registration
statement to be filed as expeditiously as possible, the Company shall have a
period of not more than 180 days within which to file such registration
statement measured from the date of receipt of the request in accordance with
Section 2.2.

      (b) The Company will, if requested, prior to filing a registration
statement or prospectus or any amendment or supplement thereto, furnish to each
Selling Holder and each Underwriter, if any, of the Registrable Securities
covered by such registration statement copies of such registration statement as
proposed to be filed, and thereafter furnish to such Selling Holder and
Underwriter, if any, such number of conformed copies of such registration
statement, each amendment and supplement thereto (in each case including all
exhibits thereto and documents incorporated by reference therein), the
prospectus included in such registration statement (including each preliminary
prospectus) and such other documents as such Selling Holder or Underwriter may
reasonably request in order to facilitate the disposition of the Registrable
Securities owned by such Selling Holder.

      (c) After the filing of the registration statement, the Company will
promptly notify each Selling Holder of Registrable Securities covered by such
registration statement of any stop order issued or threatened by the Commission
and take all reasonable actions required to prevent the entry of such stop order
or to remove it if entered.

      (d) The Company will use its best efforts to (i) register or qualify the
Registrable Securities under such other securities or blue sky laws of such
jurisdictions in the United States (where an exemption does not apply) as any
Selling Holder or managing Underwriter or Underwriters, if any, reasonably (in
light of such Selling Holder's intended plan of distribution) requests and (ii)
cause such Registrable Securities to be registered with or approved by such
other governmental agencies or authorities as may be necessary by virtue of the
business and operations of the Company and do any and all other acts and things
that may be reasonably necessary or advisable to enable such Selling Holder to
consummate the disposition of the

<PAGE>

Registrable Securities owned by such Selling Holder; provided that the Company
will not be required to (A) qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify but for this paragraph (d),
(B) subject itself to taxation in any such jurisdiction or (C) consent to
general service of process in any such jurisdiction.

      (e) The Company will immediately notify each Selling Holder of such
Registrable Securities, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of the occurrence of an event
requiring the preparation of a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of such Registrable Securities,
such prospectus will not contain an untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading and promptly make available to each Selling Holder any such
supplement or amendment.

      (f) The Company will enter into customary agreements (including an
underwriting agreement, if any, in customary form) and take such other actions
as are reasonably required in order to expedite or facilitate the disposition of
such Registrable Securities.

      (g) The Company will make available for inspection by any Selling Holder
of such Registrable Securities, any Underwriter participating in any disposition
pursuant to such registration statement and any attorney, accountant or other
professional retained by any such Selling Holder or Underwriter (collectively,
the "Inspectors"), all financial and other records, pertinent corporate
documents and properties of the Company (collectively, the "Records") as shall
be reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the Company's officers, directors and employees to
supply all information reasonably requested by any Inspectors in connection with
such registration statement. Records which the Company determines, in good
faith, to be confidential and which it notifies the Inspectors are confidential
shall not be disclosed by the Inspectors unless (i) the disclosure of such
Records is necessary to avoid or correct a misstatement or omission in such
registration statement or (ii) the release of such Records is ordered pursuant
to a subpoena or other order from a court of competent jurisdiction. Each
Selling Holder of such Registrable Securities agrees that information obtained
by it as a result of such inspections shall be deemed confidential and shall not
be used by it as the basis for any market transactions in the securities of the
company or its Affiliates unless and until such is made generally available to
the public. Each Selling Holder of such Registrable Securities further agrees
that it will, upon learning that disclosure of such Records is sought in a court
of competent jurisdiction, give notice to the Company and allow the Company, at
its expense, to undertake appropriate action to prevent disclosure of the
Records deemed confidential.

      (h) The Company will furnish to each Selling Holder and to each
Underwriter, if any, a signed counterpart, addressed to such Selling Holder or
Underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) if
eligible under SAS 72, a comfort letter or comfort letters from the Company's
independent public accountants, each in customary form and covering such matters
of the type customarily covered by opinions or comfort letters, as the case may
be, as the Holders of a majority of the Registrable Securities included in such
offering or the managing Underwriter or Underwriters therefor reasonably
requests.

      (i) The Company will otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission, and make available to its
security holders, as soon as reasonably practicable, an earnings statement
covering a period of 12 months, beginning within three months after the
effective date of the registration statement, which earnings statement

<PAGE>

shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
of the Commission promulgated thereunder (or any successor rule or regulation
hereafter adopted by the Commission).

      (j) The Company will use its best efforts to cause all such Registrable
Securities to be listed on each securities exchange on which similar securities
issued by the Company are then listed.

      The Company may require each Selling Holder of Registrable Securities to
promptly furnish in writing to the Company such information regarding such
Selling Holder, the Registrable Securities held by it and the intended method of
distribution of the Registrable Securities as the Company may from time to time
reasonably request and such other information as may be legally required in
connection with such registration.

      Each Selling Holder agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 2.5(e)
hereof, such Selling Holder will forthwith discontinue disposition of
Registrable Securities pursuant to the registration statement covering such
Registrable Securities until such Selling Holder's receipt of the copies of the
supplemented or amended prospectus contemplated by Section 2.5(e) hereof, and,
if so directed by the Company, such Selling Holder will deliver to the Company
all copies, other than permanent file copies then in such Selling Holder's
possession, of the most recent prospectus covering such Registrable Securities
at the time of receipt of such notice. Each Selling Holder of Registrable
Securities agrees that it will immediately notify the Company at any time when a
prospectus relating to the registration of such Registrable Securities is
required to be delivered under the Securities Act of the happening of an event
as a result of which information previously furnished by such Selling Holder to
the Company in writing for inclusion in such prospectus contains an untrue
statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances in which they were made. In the event the Company
shall give such notice, the Company shall extend the period during which such
registration statement shall be maintained effective (including the period
referred to in Section 2.5(a) hereof) by the number of days during the period
from and including the date of the giving of notice pursuant to Section 2.5(e)
hereof to the date when the Company shall make available to the Selling Holders
of Registrable Securities covered by such registration statement a prospectus
supplemented or amended to conform with the requirements of Section 2.5(e)
hereof.

SECTION 2.6. REGISTRATION EXPENSES. In connection with any registration
statement required to be filed hereunder, the Company shall pay the following
registration expenses incurred in connection with the registration hereunder
(the "Registration Expenses"): (i) all registration and filing fees, (ii) fees
and expenses of compliance with securities or blue sky laws (including
reasonable fees and disbursements of counsel in connection with blue sky
qualifications of the Registrable Securities), (iii) printing expenses, (iv)
internal expenses (including, without limitation, all salaries and expenses of
its officers and employees performing legal or accounting duties), (v) the fees
and expenses incurred in connection with the listing of the Registrable
Securities, (vi) reasonable fees and disbursements of counsel for the Company
and customary fees and expenses for independent certified public accountants
retained by the Company (including the expenses of any comfort letters or costs
associated with the delivery by independent certified public accountants of a
comfort letter or comfort letters requested pursuant to Section 2.5(h) hereof),
and (vii) the reasonable fees and expenses of any special experts retained by
the Company in connection with such registration. The Company shall have no
obligation to pay any underwriting fees, discounts or commissions attributable
to the sale of

<PAGE>

Registrable Securities or any out-of-pocket expenses of the Holders (or the
agents who manage their accounts) or any transfer taxes relating to the
registration or sale of the Registrable Securities.

SECTION 2.7. INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify and
hold harmless each Selling Holder of Registrable Securities, its officers,
directors and agents, and each Person, if any, who controls such Selling Holder
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act from and against any and all losses, claims, damages and
liabilities caused by any untrue statement or alleged untrue statement of a
material fact contained in any registration statement or prospectus relating to
the Registrable Securities (as amended or supplemented if the Company shall have
furnished any amendments or supplements thereto) or any preliminary prospectus,
or caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, except
insofar as such losses, claims, damages or liabilities are caused by any such
untrue statement or omission or alleged untrue statement or omission based upon
information furnished in writing to the Company by such Selling Holder or on
such Selling Holder's behalf expressly for inclusion therein. The Company also
agrees to indemnify any Underwriters of the Registrable Securities, their
officers and directors and each Person who controls such Underwriters within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on
substantially the same basis as that of the indemnification of the Selling
Holders provided in this Section 2.7, provided that the foregoing indemnity with
respect to any preliminary prospectus shall not inure to the benefit of any
Underwriter of the Registrable Securities from whom the person asserting any
such losses, claims, damages or liabilities purchased the Registrable Securities
which are the subject thereof if such person did not receive a copy of the
prospectus (or the prospectus as supplemented) at or prior to the confirmation
of the sale of such Registrable Securities to such person in any case where such
delivery is required by the Securities Act and the untrue statement or omission
of a material fact contained in such preliminary prospectus was corrected in the
prospectus (or the prospectus as supplemented).

SECTION 2.8. INDEMNIFICATION BY HOLDERS OF REGISTRABLE SECURITIES. Each Selling
Holder agrees, severally but not jointly, to indemnify and hold harmless the
Company, its officers, directors and agents and each Person, if any, who
controls the Company within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act to the same extent as the foregoing
indemnity from the Company to such Selling Holder, but only with respect to
information relating to such Selling Holder furnished in writing by such Selling
Holder or on such Selling Holder's behalf expressly for use in any registration
statement or prospectus relating to the Registrable Securities, or any amendment
or supplement thereto, or any preliminary prospectus. In case any action or
proceeding shall be brought against the Company or its officers, directors or
agents or any such controlling person, in respect of which indemnity may be
sought against such Selling Holder, such Selling Holder shall have the rights
and duties given to the Company, and the Company or its officers, directors or
agents or such controlling person shall have the rights and duties given to such
Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and
hold harmless Underwriters of the Registrable Securities, their officers and
directors and each Person who controls such Underwriters within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act on
substantially the same basis as that of the indemnification of the Company
provided in this Section 2.8, provided that the foregoing indemnity with respect
to any preliminary prospectus shall not inure to the benefit of any Underwriter
of the Registrable Securities from whom the person asserting any such losses,
claims, damages or liabilities purchased the Registrable

<PAGE>

Securities which are the subject thereof if such person did not receive a copy
of the prospectus (or the prospectus as supplemented) at or prior to the
confirmation of the sale of such Registrable Securities to such person in any
case where such delivery is required by the Securities Act and the untrue
statement or omission of a material fact contained in such preliminary
prospectus was corrected in the prospectus (or the prospectus as supplemented).

SECTION 2.9. CONDUCT OF INDEMNIFICATION PROCEEDINGS. In case any proceeding
(including any governmental investigation) shall be instituted involving any
person in respect of which indemnity may be sought pursuant to Section 2.7 or
2.8, such person (an "Indemnified Party") shall promptly notify the person
against whom such indemnity may be sought (an "Indemnifying Party") in writing
and the Indemnifying Party shall assume the defense thereof, including the
employment of counsel reasonably satisfactory to such Indemnified Party, and
shall assume the payment of all fees and expenses. In any such proceeding, any
Indemnified Party shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Party
unless (i) the Indemnifying Party and the Indemnified Party shall have mutually
agreed to the retention of such counsel or (ii) the named parties to any such
proceeding (including any impleaded parties) include both the Indemnified Party
and the Indemnifying Party and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them. It is understood that the Indemnifying Party shall not, in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the reasonable fees and expenses of more than one separate firm of
attorneys (in addition to any local counsel) at any time for all such
Indemnified Parties, and that all such fees and expenses shall be reimbursed as
they are incurred. In the case of any such separate firm for the Indemnified
Parties, such firm shall be designated in writing by (i) in the case of Persons
indemnified pursuant to Section 2.7 hereof, the Selling Holders which owned a
majority of the Registrable Securities sold under the applicable registration
statement and (ii) in the case of Persons indemnified pursuant to Section 2.8,
the Company. The Indemnifying Party shall not be liable for any settlement of
any proceeding effected without its written consent, but if settled with such
consent, or if there be a final judgment for the plaintiff, the Indemnifying
Party shall indemnify and hold harmless such Indemnified Parties from and
against any loss or liability (to the extent stated above) by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time
an Indemnified Party shall have requested an Indemnifying Party to reimburse the
Indemnified Party for fees and expenses of counsel as contemplated by the third
sentence of this paragraph, the Indemnifying Party agrees that it shall be
liable for any settlement of any proceeding effected without its written consent
if (i) such settlement is entered into more than 30 Business Days after receipt
by such Indemnifying Party of the aforesaid request and (ii) such Indemnifying
Party shall not have reimbursed the Indemnified Party in accordance with such
request prior to the date of such settlement. No Indemnifying Party shall,
without the prior written consent of the Indemnified Party, effect any
settlement of any pending or threatened proceeding in respect of with any
Indemnified Party is or could have been a party and indemnity could have been
sought hereunder by such Indemnified Party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability arising out
of such proceeding.

SECTION 2.10. CONTRIBUTION. If the indemnification provided for in Section 2.7
or 2.8 hereof is unavailable to an Indemnified Party or insufficient in respect
of any losses, claims, damages or liabilities referred to herein, then each such
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such losses, claims, damages or liabilities (i) as between the Company and
the Selling Holders on the one hand

<PAGE>

and the Underwriters on the other, in such proportion as is appropriate to
reflect the relative benefits received by the Company and the Selling Holders on
the one hand and the Underwriters on the other from the offering of the
securities, or if such allocation is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits but also
the relative fault of the Company and the Selling Holders on the one hand and of
the Underwriters on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities, as well as any
other relevant equitable considerations and (ii) between the Company on the one
hand and each Selling Holder on the other, in such proportion as is appropriate
to reflect the relative fault of the Company and of each Selling Holder in
connection with such statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company and the Selling
Holders on the one hand and the Underwriters on the other shall be deemed to
being the same proportion as the total proceeds from the offering (net of
underwriting discounts and commissions but before deducting expenses) received
by the Company and the Selling Holders bear to the total underwriting discounts
and commissions received by the Underwriters, in each case as set forth in the
table on the cover page of the prospectus. The relative fault of the Company and
the Selling Holders on the one hand and of the Underwriters on the other shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company and the Selling
Holders or by the Underwriters. The relative fault of the Company on the one
hand and of each Selling Holder on the other shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by such party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

      The Company and the Selling Holders agree that it would not be just and
equitable if contribution pursuant to this Section 2.10 were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an Indemnified Party as a result of the losses,
claims, damages or liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such Indemnified Party
in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 2.10, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission, and no Selling Holder
shall be required to contribute any amount in excess of the amount by which the
total price at which the securities of such Selling Holder were offered to the
public exceeds the amount of any damages which such Selling Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Selling Holder's obligations to contribute pursuant to
this Section 2.10 are several in proportion to the proceeds of the offering
received by such Selling Holder bears to the total proceeds of the offering
received by all the Selling Holders and not joint.

SECTION 2.11. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Person may
participate in any underwritten registration hereunder unless such Person (a)
agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Persons

<PAGE>

entitled hereunder to approve such arrangements and (b) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements and these registration rights provided for in this Article II.

SECTION 2.12. RULE 144. The Company covenants that it will file any reports
required to be filed by it under the Securities Act and the Exchange Act and
that it will take such further action as any Holder may reasonably request, all
to the extent required from time to time to enable Holders to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (a) Rule 144 under the Securities Act, as such
Rule may be amended from time to time, or (b) any similar rule or regulation
hereafter adopted by the Commission. Upon the request of any Holder, the Company
will deliver to such Holder a written statement as to whether it has complied
with such requirements.

SECTION 2.13. HOLDBACK AGREEMENTS.

      (a) To the extent not inconsistent with applicable law, each Holder whose
securities are included in a registration statement agrees not to effect any
sale or distribution of the issue being registered or a similar security of the
Company, or any securities convertible into or exchangeable or exercisable for
such securities, including a sale pursuant to Rule 144 under the Securities Act,
during the 14 days prior to, and during the 90-day period beginning on, the
effective date of such registration statement (except as part of such
registration), if and to the extent requested in writing by the managing
Underwriter or Underwriters in the case of an underwritten public offering.

      (b) If the Company determines in its good faith judgment that the filing
of the Shelf Registration Statement under Section 2.1 or a Demand Registration
under Section 2.2 hereof or the use of any related prospectus would require the
disclosure of material information that the Company has a bona fide business
purpose for preserving as confidential or the disclosure of which would impede
the Company's ability to consummate a significant transaction, and that the
Company is not otherwise required by applicable securities laws or regulations
to disclose, upon written notice of such determination by the Company, the
rights of the Holders to offer, sell or distribute any Registrable Securities
pursuant to the Shelf Registration Statement or a Demand Registration or to
require the Company to take action with respect to the registration or sale of
any Registrable Securities pursuant to the Shelf Registration Statement or a
Demand Registration shall be suspended until the earlier of (i) the date upon
which the Company notifies the Holders in writing that suspension of such rights
for the grounds set forth in this Section 2.12(c) is no longer necessary and
(ii) 180 days. The Company agrees to give such notice as promptly as practicable
following the date that such suspension of rights is no longer necessary.

      (c) If all reports required to be filed by the Company pursuant to the
Exchange Act have not been filed by the required date without regard to any
extension, or if the consummation of any business combination by the Company has
occurred or is probable for purposes of Rule 3-05 or Article 11 of Regulation
S-X under the Act, upon written notice thereof by the Company to the Holders,
the rights of the Holders to offer, sell or distribute any Registrable
Securities pursuant to the Shelf Registration Statement or a Demand Registration
or to require the Company to take action with respect to the registration or
sale of any Registrable Securities pursuant to the Shelf Registration Statement
or a Demand Registration shall be suspended until the date on which the Company
has filed such reports or obtained and filed the financial information required
by Rule 3-05 or Article 11 of Regulation S-X to be included or incorporated

<PAGE>

by reference, as applicable, in the Shelf Registration Statement, and the
Company shall notify the Holders as promptly as practicable when such suspension
is no longer required.

                                   ARTICLE III
                                  MISCELLANEOUS

SECTION 3.1. REMEDIES. In addition to being entitled to exercise all rights
provided herein and granted by law, including recovery of damages, the Warrant
Holder and the Unit Holders shall be entitled to specific performance of the
rights under this Agreement. The Company agrees that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach by it of
the provisions of this Agreement and hereby agrees to waive the defense in any
action for specific performance that a remedy at law would be adequate.

SECTION 3.2. AMENDMENTS AND WAIVERS. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given, in each case without the written consent of the Company and the Holders
of a majority of the Registrable Securities. No failure or delay 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 any breach
thereof shall constitute waiver of any such breach or any other covenant, duty,
agreement or condition.

SECTION 3.4. NOTICES. All notices and other communications in connection with
this Agreement shall be made in writing by hand delivery, registered first-class
mail, telecopier, or air courier guaranteeing overnight delivery:

            (a) if to any Unit Holder or Warrant Holder, to the address for such
      Unit Holder or Warrant Holder set forth on the signature page(s) hereto;
      and

            (b) if to the Company, initially at 530 Oak Court Drive, Suite 300,
      Memphis, Tennessee 38117 (Attention: President), or to such other address
      as the Company may hereafter specify in writing.

      All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; when received if
deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if
telecopied; and on the next business day, if timely delivered to an air courier
guaranteeing overnight delivery.

SECTION 3.5. SUCCESSORS AND ASSIGNS. Except as expressly provided in this
Agreement the rights and obligations of the Warrant Holder and the Unit Holders
under this Agreement shall not be assignable by the Warrant Holder or any Unit
Holder to any Person that is not a Warrant Holder or Unit Holder. This Agreement
shall be binding upon the parties hereto and their respective successors and
assigns.

SECTION 3.6. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Each party shall become
bound by this Agreement immediately upon affixing its signature hereto.

<PAGE>

SECTION 3.7. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Delaware without regard to the
choice of law provisions thereof.

SECTION 3.8. SEVERABILITY. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

SECTION 3.9. ENTIRE AGREEMENT. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted by the Company with respect to
the Registrable Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

SECTION 3.10. HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

SECTION 3.11. NO THIRD PARTY BENEFICIARIES. Nothing express or implied herein is
intended or shall be construed to confer upon any person or entity, other than
the parties hereto and their respective successors and assigns, any rights,
remedies or other benefits under or by reason of this Agreement.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.

<PAGE>

COMPANY:

EDUCATION REALTY TRUST, INC.

By:__________________________

  Paul O. Bower

  President and Chief Executive Officer

OPERATING PARTNERSHIP:

EDUCATION REALTY OPERATING

PARTNERSHIP, LP

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

By:__________________________

Name:________________________

Title:    President

<PAGE>

                 [REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE]

                                        WARRANT HOLDER:

                                        JPI INVESTMENT COMPANY, L.P.

                                        By: JPI/H Limited Partnership, a
                                        Texas limited

                                           Partnership, general partner

                                           By: Carmil II LLC, a Texas limited
                                               liability

                                               Company, general partner

Address:___________________________

___________________________________        By:__________________________________
Telecopier ( )                             Name:________________________________
            _______________________        Title:_______________________________

                                      -28-
<PAGE>

                 [REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE]

UNIT HOLDERS:
                                        ALLEN & O'HARA, INC.
Allen & O'Hara, Inc.

530 Oak Court Drive

Suite 300
                                        By:__________________________

Memphis, TN 38117
                                        Name:  Paul O. Bower

Telecopier: (901) 259.2594
                                        Title:  President

                                      -29-
<PAGE>

                 [REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE]

                                        JPI MULTIFAMILY INVESTMENTS L.P.

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

                                            By:   ______________________________
Address:_______________________             Name: ______________________________
_______________________________             Title:______________________________

Telecopier ( )_________________

                                      -30-
<PAGE>

                 [REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE]

Address: __________________________     ________________________________________

___________________________________     Paul O. Bower

Telecopier ( )_____________________

                                      -31-
<PAGE>

                 [REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE]

Address: __________________________     ________________________________________

___________________________________     Randall H. Brown

Telecopier ( )_____________________

                                      -32-
<PAGE>

                 [REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE]

Address: ______________________         ________________________________________

_______________________________         Craig L. Cardwell

Telecopier ( )_________________


                                      -33-
<PAGE>

                 [REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE]

Address:________________________        ________________________________________

________________________________        William W. Harris

Telecopier ( )__________________


                                      -34-
<PAGE>

                 [REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE]

Address: ________________________       ________________________________________

_________________________________       Thomas J. Hickey

Telecopier ( )___________________


                                      -35-
<PAGE>

                 [REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE]

Address: ________________________       ________________________________________

_________________________________       Robert D. Bird

Telecopier ( )___________________


                                      -36-
<PAGE>

                 [REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE]

Address: ________________________       ________________________________________

_________________________________       Wallace L. Wilcox

Telecopier ( )___________________


                                      -37-