<PAGE>
                                                                   EXHIBIT 10.14

                                CONTRACT OF SALE





                                     BETWEEN





                       JEFFERSON COMMONS - LAWRENCE, L.P.

                      AND JEFFERSON COMMONS - WABASH, 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................................................................2


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


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


         Section 1.3         Earnest Money........................................................................3


ARTICLE 2         TITLE INSURANCE, OTHER INFORMATION, AND SURVEY..................................................5


         Section 2.1         Title Insurance......................................................................5


         Section 2.2         Other Information....................................................................5


         Section 2.3         Survey...............................................................................6


         Section 2.4         Other Property.......................................................................7


ARTICLE 3         TITLE REVIEW AND DUE DILIGENCE..................................................................7


         Section 3.1         Title Review.........................................................................7


         Section 3.2         Due Diligence Period.................................................................7


ARTICLE 4         SELLER'S REPRESENTATIONS, WARRANTIES, AND COVENANTS.............................................9


         Section 4.1         Seller's Representations and Warranties..............................................9


         Section 4.2         Several Liability; Survival of Representations and
                             Warranties..........................................................................13


         Section 4.3         Knowledge Standard..................................................................14


         Section 4.4         Seller's Covenants..................................................................14


ARTICLE 5         BUYER'S REPRESENTATIONS AND WARRANTIES.........................................................16


         Section 5.1         Buyer's Representations and Warranties..............................................16


         Section 5.2         Buyer's Covenants...................................................................17


ARTICLE 6         CLOSING AND PRORATIONS.........................................................................18


         Section 6.1         Closing Date........................................................................18


         Section 6.2         Closing Matters.....................................................................19


         Section 6.3         Prorations..........................................................................21


         Section 6.4         Closing Costs.......................................................................22
</TABLE>


                                                                          Page i
<PAGE>


<TABLE>
<S>      <C>                                                                                                    <C>
         Section 6.5         Assumption Approval.................................................................23


         Section 6.6         Release Approval....................................................................23


ARTICLE 7         DEFAULTS AND REMEDIES..........................................................................24


         Section 7.1         Material Breach of Seller's Representations and
                             Warranties Prior to Closing.........................................................24


         Section 7.2         Buyer's Remedies....................................................................24


         Section 7.3         Seller's Remedies...................................................................26


ARTICLE 8         CASUALTY AND CONDEMNATION......................................................................26


         Section 8.1         Risk of Loss and Notice.............................................................26


         Section 8.2         Minor Casualty......................................................................27


         Section 8.3         Major Casualty and Condemnation.....................................................27


ARTICLE 9         MISCELLANEOUS..................................................................................28


         Section 9.1         Notices.............................................................................28


         Section 9.2         Performance.........................................................................30


         Section 9.3         Binding Effect......................................................................30


         Section 9.4         Entire Agreement....................................................................30


         Section 9.5         Assignment..........................................................................30


         Section 9.6         Commissions.........................................................................31


         Section 9.7         Headings............................................................................31


         Section 9.8         Holidays, Etc.......................................................................31


         Section 9.9         Legal Fees..........................................................................31


         Section 9.10        Governing Law.......................................................................31


         Section 9.11        Severability........................................................................31


         Section 9.12        Disclaimers, Waivers, and Releases..................................................32


         Section 9.13        Rule of Construction................................................................35


         Section 9.14        Effective Date......................................................................35

         Section 9.15        Independent Contract Consideration..................................................35

</TABLE>

                                                                         Page ii
<PAGE>
<TABLE>
<S>      <C>                                                                                                    <C>
         Section 9.16        Counterparts and Facsimile Signatures...............................................35


         Section 9.17        No Recording........................................................................35


         Section 9.18        Further Acts........................................................................35


         Section 9.19        Arbitration.........................................................................35


         Section 9.20        Exchange............................................................................37


         Section 9.21        Related Property....................................................................37


         Section 9.22        Confidentiality.....................................................................38




EXHIBIT A-1       Legal Description of the Real Property Located in Douglas County, Kansas

EXHIBIT A-2       Legal Description of the Real Property Located in Tippecanoe County, Indiana

EXHIBIT B         List of Approved Service Contracts

EXHIBIT C         List of Personal Property

EXHIBIT D         Reports

EXHIBIT E         List of Delivered Loan Documents

EXHIBIT F         List of Delivered Survey

EXHIBIT G         Other Contracts for Development

EXHIBIT H         Deed Restrictions

EXHIBIT I         Litigation

EXHIBIT J         (Intentionally Omitted)

EXHIBIT K         Written Notice from Governmental Authority

EXHIBIT L         Knowledge Individuals

EXHIBIT M         Deed

EXHIBIT N         Bill of Sale

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

EXHIBIT P         IRC Section 1445 Certificate

EXHIBIT Q         Tenant Notice Letter

EXHIBIT R         Non-Exclusive Service Mark License Agreement
</TABLE>

                                                                      Page iii
<PAGE>
EXHIBIT S         Legal Opinion























                                                                      Page iv
<PAGE>
                                CONTRACT OF SALE

This Contract of Sale (this CONTRACT) is between JEFFERSON COMMONS - LAWRENCE,
L.P., a Delaware limited partnership (JC LAWRENCE), JEFFERSON COMMONS - WABASH,
L.P., a Delaware limited partnership (JC WABASH, which, together with JC
Lawrence, are collectively referred to as SELLER or SELLERS), and EDUCATION
REALTY OPERATING PARTNERSHIP, LP, a Delaware limited partnership (BUYER).

                                   BACKGROUND

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

         a.       the real property located in Douglas County, Kansas, more
                  particularly described on EXHIBIT A-1 and the real property
                  located in Tippecanoe County, Indiana, more particularly
                  described on EXHIBIT A-2 (collectively, the REAL PROPERTY),
                  and all rights and appurtenances pertaining to the Real
                  Property, including any interest of Seller in adjacent
                  streets, alleys, easements, and rights-of-way;

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

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

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

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

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

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

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

Without limitation, the following are not included in the Property: the name
"Jefferson", "Jefferson Commons", the initials "JPI" (although Seller's
affiliate has provided a limited license for use of

                                                                          Page 1
<PAGE>
such names/initials pursuant to a license agreement hereafter more particularly
set forth), any logo, trade name, or other name utilizing "Jefferson",
"Jefferson Commons" or "JPI", any software owned by or licensed to any company
or entity other than Seller, any professional photographs of the Property,
including, but not limited to, photographs, negatives, and transparencies in
digital or other form, and any bonds or letters of credit issued in favor of any
Governmental Authorities (defined in SECTION 4.1) by Seller or any Seller
Affiliate in connection with the construction of the Improvements.

                                   ARTICLE 1
                        PURCHASE PRICE AND EARNEST MONEY

Section 1.1       Agreement to Sell and Purchase.

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

Section 1.2       Purchase Price.

         (a)      The PURCHASE PRICE of the Property is $38,205,000, subject to
                  all prorations and credits set forth herein, payable in
                  immediately available United States funds at Closing (defined
                  in SECTION 6.1).

         (b)      The Purchase Price is allocated as follows:

<TABLE>
<CAPTION>
                  Individual Property's Owner                               Purchase Price Allocation(1)
                  ---------------------------                               ---------------------------
                  <S>                                                       <C>
                         JC Lawrence                                                    $16,905,000
                         JC Wabash                                                      $21,300,000
                                                                                        -----------

                         Total Purchase Price                                           $38,205,000
</TABLE>


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

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


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


                                                                          Page 2
<PAGE>

                           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)     By 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). All Cash shall be sent by wire transfer to
                           the Closing Agent for disbursement to each Seller at
                           Closing in the amount set forth above (the CASH).

Section 1.3       Earnest Money.

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

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


                                                                          Page 3
<PAGE>

                  any portion of the Earnest Money is deemed to include and
                  Seller shall have the right to draw upon the Letter of Credit
                  and retain the proceeds.

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

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

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

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


                                                                          Page 4
<PAGE>

                               BUYER'S INITIALS:
                                                  ---------------------
                               SELLER'S INITIALS:
                                                  ---------------------

                                   ARTICLE 2
                 TITLE INSURANCE, OTHER INFORMATION, AND SURVEY

Section 2.1       Title Insurance.

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

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

Section 2.2       Other Information.

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

         (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;



                                                                          Page 5
<PAGE>

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

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

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

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

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

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

         (e)      copies of the Service Contracts;

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

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

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

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

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

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

Section 2.3       Survey.

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


                                                                          Page 6
<PAGE>


Section 2.4       Other Property.

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

                                   ARTICLE 3
                         TITLE REVIEW AND DUE DILIGENCE

Section 3.1       Title Review.

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

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

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

         (d)      At or prior to Closing, the Sellers shall execute and record a
                  deed restriction (the DEED RESTRICTIONS) in substantially the
                  form attached to this Contract as EXHIBIT H 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 under this Contract. Buyer must notify
                  Seller of its or its agents or contractors intention to enter
                  the Real Property and Improvements at least 24 hours prior to
                  each intended entry and obtain Sellers' prior approval, not to
                  be unreasonably withheld, of the proposed scope of the
                  inspections and tests. No invasive testing


                                                                          Page 7
<PAGE>

                  or inspections may be performed without prior written approval
                  of Sellers, which approval may be withheld or given in
                  Seller's reasonable discretion. Seller may, at its option,
                  have a representative present for each inspection or test.
                  Buyer may not enter into any unit except in accordance with
                  the Lease and in accordance with applicable law. All
                  consultants who perform inspections or testing at the Real
                  Property on behalf of Buyer are subject to Seller's prior
                  approval, not to be unreasonably withheld.

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

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

         (d)      Buyer shall perform, and shall cause its agents, employees,
                  and contractors to perform, all inspections and reviews of the
                  Property so as not to cause any damage, loss, cost, or expense
                  to, or claims against Seller or the Property. Buyer shall, at
                  its expense, promptly repair any damage to the Property caused
                  by or attributable to Buyer's inspections or testing to the
                  condition existing prior to the inspection or testing. Buyer
                  shall indemnify, defend, and hold Seller and its property
                  management company and their respective agents and employees
                  harmless for, from and against any damage, loss, cost, expense
                  (including, without limitation, reasonable legal fees, court
                  costs, and expenses), or claims caused by, attributable to, or
                  resulting from the acts or omissions on or about the Property
                  by Buyer, its agents, employees, contractors, or consultants.
                  Notwithstanding the foregoing, Buyer shall have no liability
                  for pre-existing conditions discovered by Buyer's tests,
                  inspections or reviews. Buyer shall cause any lien filed
                  against the Real Property by a consultant, contractor,
                  subcontractor, or other person or entity arising by, through,
                  or under Buyer or otherwise attributable to Buyer's
                  inspection, testing, and review of the Property to be released
                  of record (whether through payment or bonding) within 20 days
                  after receipt of notice from Seller of the filing of any lien.
                  The terms of this SECTION 3.2(d) are not limited by SECTION
                  7.3.

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


                                                                          Page 8
<PAGE>
                  any obligations under all Service Contracts approved by Buyer
                  extending past the Closing Date.

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

                                   ARTICLE 4
               SELLER'S REPRESENTATIONS, WARRANTIES, AND COVENANTS

Section 4.1       Seller's Representations and Warranties.

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

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

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

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

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

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

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

                                                                          Page 9
<PAGE>

                           States Department of Treasury or the United States
                           Department of State including any agency or office
                           thereof;

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

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

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

         (f)      There are no attachments, executions, assignments for the
                  benefit of creditors, or voluntary or involuntary proceedings
                  in bankruptcy or under other debtor relief laws contemplated
                  by, pending, or, to the Seller's knowledge, threatened against
                  the Seller, any entity comprising Seller, or any of the
                  Property. Seller and each entity comprising Seller has been
                  and will be solvent at all times prior to and immediately
                  following the transfer of the Property to Buyer.

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

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

                                                                         Page 10
<PAGE>


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

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

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

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

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

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

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

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

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


                                                                         Page 11

<PAGE>

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

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

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

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

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

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

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

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

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

         (p)      The Seller has no employees.

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



                                                                         Page 12
<PAGE>

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

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

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

         (u)      Except as set forth on EXHIBIT K, 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.

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

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

Section 4.2       Several Liability; Survival of Representations and Warranties.


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



                                                                         Page 13
<PAGE>

                  for each Property. Notwithstanding the foregoing, a default
                  under this Contract by any Seller shall constitute a default
                  under this Contract with respect to all Sellers and all
                  Properties.

         (b)      The representations and warranties in SECTION 4.1 will be
                  deemed made on and as of the Closing Date with the same force
                  and effect as if made at that time and shall survive Closing
                  for a period of 9 months, at which time they terminate unless
                  a claim for breach thereof has been instituted within the
                  11-month period as specified in the next sentence. Buyer may
                  bring an action against a respective Seller for a material
                  (defined in SECTION 7.1) breach of any of Seller's
                  representations and warranties only if (i) Buyer gives such
                  Seller written notice of the circumstances giving rise to a
                  material breach within the 11-month period after Closing, (ii)
                  the aggregate, actual damages from all breaches by such Seller
                  exceeds $10,000, and (iii) the breach was not waived pursuant
                  to SECTION 7.1 hereof. Buyer may collect only actual damages
                  for any breach of Seller's representations and warranties
                  under this Contract. Buyer and Seller waive the right to
                  collect special, consequential, incidental, punitive, or any
                  other damages other than actual damages in connection with
                  this transaction and this Contract. Except for (i) any
                  adjustment of the prorations as set forth in SECTION 6.3, (ii)
                  the warranties in the Deed, the Bill of Sale, and the
                  Assignment of Leases, and (iii) claims in tort which are
                  covered (in whole or in part) by Seller's liability insurance,
                  (a) any Seller's liability for damages related to any single
                  Property is limited to $300,000; provided, that the aggregate
                  liability of all Sellers for all damages of any kind related
                  to this Contract or this transaction is limited to and shall
                  not exceed $300,000 (Buyer hereby waiving the right to claim
                  damages in excess thereof), except for fraud, and (b) any suit
                  against Seller for damages must be instituted within 2 years
                  and 1 day after Closing or the damages are thereafter barred.

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

Section 4.3       Knowledge Standard.

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

Section 4.4       Seller's Covenants.

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

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

                                                                         Page 14
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

                                                                         Page 15
<PAGE>

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

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

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

         (q)      Seller agrees to expend at least $500,000 in the aggregate,
                  when combined with the expenditures pursuant to the
                  Partnership Sale Contract (as defined in SECTION 9.21) and the
                  Asset Sale Contract (as defined in SECTION 9.21), 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 Seller is reimbursed by the Lenders
                  prior to Closing from the Required Repair Fund shall be
                  included in determining if Seller achieves the Capital
                  Expenditure Amount. If the Seller expends less than $500,000
                  in capital expenditures on the Properties, when combined with
                  the expenditures pursuant to the Partnership Sale Contract and
                  the Asset Sale Contract, prior to Closing, then the Seller
                  shall pay to the Buyer at Closing the positive difference
                  between the actual amount of capital expenditures made by the
                  Seller and $500,000 (the CAPITAL PAYMENT). The Seller may
                  elect to assign all or a portion of the Required Repair Fund
                  to Buyer, at no cost to Buyer, as part of the Capital Payment.

                                   ARTICLE 5
                     BUYER'S REPRESENTATIONS AND WARRANTIES

Section 5.1       Buyer's Representations and Warranties.

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

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

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

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

                                                                         Page 16
<PAGE>

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

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

                  (i)      is listed on the Lists;

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

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

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.

                                                                         Page 17
<PAGE>

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

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

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

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

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

                                   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



                                                                         Page 18
<PAGE>

Public Offering Closing has occurred or is anticipated to occur but in no event
later than February 28, 2005; provided that if the Closing has not occurred by
February 28, 2005, if Seller is not then in default hereunder, the Earnest Money
and the Letter of Credit shall be paid (or delivered, as appropriate) to Seller,
this Contract shall terminate, and the parties shall have no further rights,
liabilities or obligations under this Contract (except for those that expressly
survive termination).

Section 6.2       Closing Matters.

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

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

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

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

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

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

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

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

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

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



                                                                         Page 19
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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



                                                                         Page 20
<PAGE>

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

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

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

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

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

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

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

Section 6.3       Prorations.

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

         (b)      All income and expenses of the Real Property and Improvements
                  (other than ad valorem taxes and assessments) will be prorated
                  at Closing as of the Closing Date on an accrual basis. All
                  rents actually prepaid for a portion of the term on or after
                  Closing, shall be paid to Buyer at Closing or, at Seller's
                  option, offset against the Purchase Price. All other income
                  and expense items subject to proration pertaining to the
                  period prior to the Closing Date will be allocated to and paid
                  by Sellers and all income and expense items subject to
                  proration pertaining to the period starting on the Closing
                  Date will be allocated to and paid by Buyer. Seller is
                  responsible for Lease commissions due Seller's employees and
                  locator fees for Leases under which the tenant moves into a
                  unit prior to the Closing Date. Buyer is responsible for
                  locator fees for Leases under which the tenant moves into a
                  unit on or after the Closing Date. All application fees which
                  are not prepaid security deposits shall be retained by Seller.
                  Any income payable in connection with any



                                                                         Page 21
<PAGE>

                  Service Contract will be prorated, but no lump sum or up front
                  payments paid to Seller with respect to any Service Contract
                  will be prorated. Rent will be prorated based on the Rent Roll
                  provided by Seller at Closing. No later than 3 business days
                  prior to the Closing Date, Buyer and each Seller shall
                  mutually approve and provide to Closing Agent a schedule of
                  prorations in as complete and accurate a form as possible. No
                  later than 60 days after Closing, Seller and Buyer shall make
                  appropriate post-closing adjustments to the prorations of
                  income and expenses but in no event will any readjustment be
                  made after the 60th day after the Closing Date, other than a
                  readjustment of ad valorem taxes and assessments.

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

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

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

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

Section 6.4       Closing Costs.


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

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

         (b)      Buyer shall pay (i) any premiums related to title insurance
                  for extended coverage or any endorsements or modifications to
                  any policy requested by Buyer and all premiums related to any
                  mortgagee policy, (ii) the cost of recording the Deed and



                                                                         Page 22
<PAGE>

                  any other conveyance documents that Buyer may choose to
                  record, (iii) 50% of any escrow fee or similar charges of
                  Title Company and Closing Agent, (iv) the cost of the Survey,
                  (v) 50% of any and all transfer fees and sales, intangibles,
                  and conveyance taxes (or equivalents) related to the Closing,
                  if any, (vi) 50% of all costs payable to the Lenders in
                  connection with Buyer's assumption of the Existing Loans,
                  (vii) 50% of the prepayment premium for the RAIT Loan to cause
                  RAIT to release at Closing any security interests in its
                  collateral relating to Seller or its constituent entities (any
                  escrows held by the Lenders will be returned to Seller or
                  credited to Seller at Closing), (viii) if Buyer is required to
                  pay the negative arbitrage under the Partnership Sale Contract
                  and the Asset Sale Contract and 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 (ix) the costs, if any,
                  incurred by Buyer in connection with the performance of its
                  obligations under this Contract.

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

Section 6.5       Assumption Approval.

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

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

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

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

Section 6.6       Release Approval.

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

         (a)      terminate this Contract by giving a termination notice to
                  Buyer stating that the terms of the Seller Releases are not
                  acceptable to Sellers, following which Closing Agent shall
                  deliver the Earnest Money to Seller (together with all
                  interest thereon)



                                                                         Page 23
<PAGE>

                  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);

                                   ARTICLE 7
                              DEFAULTS AND REMEDIES

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


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

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

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

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

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

Section 7.2       Buyer's Remedies.

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

                                                                         Page 24
<PAGE>

                  (i)      the Seller's title to the Property at Closing is
                           subject to any title exception other than the
                           Permitted Exceptions for any reason other than an
                           affirmative act by any Seller (excluding any election
                           not to cure any objection by Buyer under SECTION 3.1)
                           that prevents Seller from having the title required
                           and the failure is not cured within 1 business day
                           thereafter or Buyer does not waive any defect in
                           title and accepts the Seller's title as it exists on
                           the Closing Date;

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

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

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

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

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

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

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



                                                                         Page 25
<PAGE>

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

Section 7.3       Seller's Remedies.

If:

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

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

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

                                   ARTICLE 8
                            CASUALTY AND CONDEMNATION

Section 8.1       Risk of Loss and Notice.

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



                                                                         Page 26
<PAGE>

Section 8.2       Minor Casualty.

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

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

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

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

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

Section 8.3       Major Casualty and Condemnation.

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

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

         (b)      if a Major Casualty occurs:

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

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

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



                                                                         Page 27
<PAGE>

         (c)      if condemnation proceedings are begun:

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

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

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

                                   ARTICLE 9
                                  MISCELLANEOUS

Section 9.1       Notices.

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

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

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

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

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

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


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

                                                                         Page 28
<PAGE>

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

With a copy to:

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

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

                  With a copy to:

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

With a copy to:

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


                                                                         Page 29
<PAGE>

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

Section 9.2       Performance.

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

Section 9.3       Binding Effect.

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

Section 9.4       Entire Agreement.

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

Section 9.5       Assignment.

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

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

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

                                                                         Page 30
<PAGE>

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

Section 9.6       Commissions.

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

Section 9.7       Headings.

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

Section 9.8       Holidays, Etc.

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

Section 9.9       Legal Fees.

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

Section 9.10      Governing Law.

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

Section 9.11      Severability.

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



                                                                         Page 31
<PAGE>

Section 9.12      Disclaimers, Waivers, and Releases.

Buyer acknowledges and agrees that:

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



                                                                         Page 32
<PAGE>

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

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

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

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



                                                                         Page 33
<PAGE>

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

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

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

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

                                                                         Page 34
<PAGE>

Section 9.13      Rule of Construction.

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

Section 9.14      Effective Date.

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

Section 9.15      Independent Contract Consideration.

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

Section 9.16      Counterparts and Facsimile Signatures.

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

Section 9.17      No Recording.

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

Section 9.18      Further Acts.

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

Section 9.19      Arbitration.

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



                                                                         Page 35
<PAGE>

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

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

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



                                                                         Page 36
<PAGE>

                  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 Internal Revenue Code of 1986, as
                  amended (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:

                  o        the Closing Date is not delayed;

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

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

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



                                                                         Page 37
<PAGE>

termination of this Contract. The intent of the parties is that this Contract,
the Partnership Sales Contract and the Asset Sale Contract be cross defaulted.

Section 9.22      Confidentiality.

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



                            [Signature page follows]



                                                                         Page 38
<PAGE>


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


                                    SELLER

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

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

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

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

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

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

<PAGE>

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

                                    BUYER

                                    EDUCATION REALTY OPERATING PARTNERSHIP, a
                                    Delaware limited partnership

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


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

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



<PAGE>


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


                         CHICAGO TITLE COMPANY

                         By: /s/ KEVIN A. MAJORS
                            ----------------------------------------------------
                         Name: Kevin A. Majors
                              --------------------------------------------------
                         Title: Senior Vice President/Commercial Escrow Services
                               -------------------------------------------------
                         Date: 9/22/04
                              --------------------------------------------------


<PAGE>

                                   EXHIBIT A-1

                       LEGAL DESCRIPTION OF REAL PROPERTY
                        LOCATED IN DOUGLAS COUNTY, KANSAS

Lot 1, JPI Addition, a Replat of Lot 1B, of a Lot Split of Lot One, Cottonwood,
Inc. Addition, in the City of Lawrence, Douglas County, Kansas, recorded in Plat
Book P15, Page 791, in the office of the Register of Deeds of Douglas County,
Kansas.

<PAGE>


                                   EXHIBIT A-2

                       LEGAL DESCRIPTION OF REAL PROPERTY
                      LOCATED IN TIPPECANOE COUNTY, INDIANA

PARCEL I

      Lot numbered One (1) in Jefferson Commons recorded February 7, 2003 as
Document #03005223, Plan Cabinet 7, Slide 43, an addition to the Township of
Wabash, County of Tippecanoe, State of Indiana.

PARCEL II

      Together with a perpetual non-exclusive easement for ingress and egress
set out in Grant of Easement from John Y. D. Tse recorded August 4, 1980 in Deed
record 80, page 1966, as Instrument No. 5914, more particularly described as
follows:

      A part of the West Half of the Southeast Quarter of Section Two (2),
Township Twenty-three (23) North, Range Five (5) West, Wabash Township,
Tippecanoe County, Indiana, more completely described as follows, to-wit:

Beginning at a hinge nail in the Northeast corner of the West Half of the
Southeast Quarter of Section 2-23-5 and the centerline of the westbound lane of
U.S. Highway #52; thence South 0 degrees -00' West along the East line of the
West Half of the Southeast Quarter aforesaid, a distance of 1,311.7 feet to a
wooden corner post; thence South 88 degrees -55' West a distance of 16.5 feet;
thence North 0 degrees -00' East on a line parallel to the East line of the West
Half of the Southeast Quarter aforesaid a distance of 1,311.7 feet to the North
line of the Southeast Quarter and the centerline of the westbound lane of U.S.
Highway #52; thence North 88 degrees -55' East along said North line of the
Southeast Quarter and the centerline of the westbound lane of U.S. Highway #52 a
distance of 16.5 feet to a hinge nail and the point of beginning.

<PAGE>

                                    EXHIBIT B

                                SERVICE CONTRACTS

                            [COVER PAGE FOR 2 PAGES]

<PAGE>

                                    EXHIBIT B

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

<TABLE>
<CAPTION>
                     NAME                                             TYPE OF CONTRACT
<S>                                               <C>
Advantage                                         Pest Control Service Agreement

Allied Resident/Emp. Screening                    Employee Screening

Apartment Association                             Annual Apartment Associate Dues = Verbal Agreement Only

Chamber of Commerce                               Annual Membership Dues = Verbal Agreement Only

Cut-N-Edge                                        Landscape Maintenance

E-Kan                                             Annual Inspection of Fire Extinguishers = Verbal
                                                  Agreement Only

E.L. Bailer                                       Advertising Service Agreement (Advertisements
                                                  placed in 11 restrooms of local restaurants) = Verbal
                                                  Agreement Only

ESPN Plus at KU                                   Sponsorship Agreement (sign in Allen-Fieldhouse)

Grinnell                                          Annual Inspection of Sprinklers

Homestore.com Apartments & Rentals                Web Brochure Agreement

Ikon Office Solutions                             Full Service Maintenance Agreement

Mil-Spec Security Group L.L.C.                    Security Officer/Patrol Agreement

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

Overfield Corporation                             Monitor Alarm System Agreement (Waiting for Final JPI
                                                  Vendor Approval)

Pepsi-Cola General Bottlers, Inc.                 Full Service Vending Agreement

Pitney Bowes                                      Postage Meter Rental Agreement

Plaza Self Storage                                Storage Facility for Extra Furniture

Qcorps Residential, Inc.                          Service Order Form
</TABLE>

<PAGE>

<TABLE>
<S>                                               <C>
Rueschhoff Communications                         Answering Service

Rueschhoff                                        Annual Inspection of Alarm Panels

SBC                                               Telecommunications Services Agreement

Southern Management Systems                       Collection Agency

Sprint                                            Long Distance for Office/Clubhouse/Leasing Office

Sunflower Cable                                   Cable Television

The Greek Telephone Directory, Inc.               Full Page Advertiser Agreement

University Directories                            Advertising Agreement
</TABLE>

<PAGE>

                                    EXHIBIT B

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

<TABLE>
<CAPTION>
                        NAME                                             TYPE OF CONTRACT
<S>                                                    <C>
Allied Companies                                       Allied Collection Service Agreement

Coca-Cola Bottling Co. - Indianapolis                  Cooler Full-Service Agreement

Diamond Bright Cleaning Service                        Cleaning Service Agreement (clubhouse)

Freedom Lawns                                          Seasonal Ground Maintenance Contract

Greater Lafayette Public Transportation Corporation    Bus Transportation Agreement

Hardin Mechanical/Heating & Cooling                    HVAC/Electrical Repair = `Bid for Services' included

HPC Publications                                       Advertising Agreement for Lafayette Apt. Shoppers
                                                       Guide (E-mercial)

HPC Publications                                       Advertising Agreement for Lafayette Apt. Shoppers
                                                       Guide (full page ad)

Indiana Pest Control                                   Pest Control Service Agreement

Insight Communications of Indiana, L.L.C.              Video Marketing and Services Agreement

Koorsen Protection Services                            Monitoring Agreement

Lafayette Copier                                       Full Maintenance Contract = Verbal Agreement; No
                                                       Written Contract

Lafayette Heating, Cooling & Plumbing                  Plumbing Repairs

Mobile Media, Inc.                                     Advertising Agreement (health & home)

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

Planet Telecom                                         Paging Agreement

Purdue Employees Federal Credit Union                  Real Property Lease/ATM

Qcorps Residential, Inc.                               Service Order Form

Southern Management Systems                            Collection Agency

The Exponent (Purdue Student Publishing Foundation)    Advertiser Agreement
</TABLE>

<PAGE>

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

Verizon North, Inc.                                    Telephone Services Agreement

Waste Management                                       Service Agreement
</TABLE>

<PAGE>

                                    EXHIBIT C

                                PERSONAL PROPERTY

                            [COVER PAGE FOR 5 PAGES]

<PAGE>

                                    EXHIBIT C

                                PERSONAL PROPERTY

                       JEFFERSON COMMONS - LAWRENCE, L.P.

                                 AS OF JULY 2004

1 Suction Cup

1 Torch

1 Heat Gun

1 Sump Pump

1 Freaon Recovery

1 Freon Gauges

1 Texture Pump

1 Mud Tray

2 Trash Picker

1 Multi Meter

8 Paint Brush

1 Tone Generator

1 Thermostat

2 Shovels

1 Rake

2 Wheel Barrow

1 Blower

1 Golf Cart

1 Golf Cart

1 Sprayer

1 Power Washer

6 Palm Pilot

4 Paint Roller

1 Carpet Cleaner

1 Printer -Hewlett Packard Laser

4 Dell Computer

4 Dell Monitor

1 Dell Laser Printer

5 Desks

6 Desks chairs

9 Side chairs

1 Small Entry table

2 table chairs

2 Couch

1 Coffee Table

1 Bench

3 Credenza

1 Copier-Ricoh 340

3 Bookshelf

1 HandyTrak Key System

1 Fax Machine Panafax UF 560

1 Multi-Plex

4 File Cabinet four drawer

1 Sony Recorder

1 Ultra View Camera

4 Polaroid Camera

1 Sony Digital (Model #312365)

1 Pioneer Tuners

1 Pioneer Tuners

1 Yamaha 5 disc changer

1 Amplifier

1 Control Processor

1 Robotics Modems

1 Robotics Modems

1 Robotics Modems

1 RCA 25"

1 Philips VCR

1 Canon MP 250

1 Canon P23DH

1 Security Cameras

1 Security Cameras

1 Security Cameras

1 GE Refrigerator

1 Memorex Boom Box

1 Inter-Tel Phone System

1 Inter-Tel Phone System

1 Inter-Tel Phone System

1 Inter-Tel Phone System

1 Inter-Tel Phone System

1 Inter-Tel Phone System

1 Inter-Tel Phone System

1 Dirt Devil Vacuum

1 Oreck XL

1 Fax UF 332

1 Aficio Copier 200

1 Pool Table

1 Ping Pong Table

1 Shuffel Board

1 JVC TV 25"

1 Zenith TV 19" (SN#92156090162)

1 Zenith TV 19" (SN#92156090160)

1 Zenith TV 19" (SN#92156090169)

1 Zenith TV 19" (SN#92156090164)

1 Bios Shoulder Press

<PAGE>

1 Bios Lateral Raise

1 Bios Chest Press

1 Bios Vertical Fly

1 Flat Bench

1 Dumbbell Rack 2-10 lbs

1 Dumbbell Rack 2-15 lbs

1 Dumbbell Rack 2-20 lbs

1 Dumbbell Rack 2-25 lbs

1 Dumbbell Rack 2-30 lbs

1 Dumbbell Rack 2-35 lbs

1 Dumbbell Rack 2-40 lbs

1 Dumbbell Rack 2-45 lbs

1 Dumbbell Rack 2-50 lbs

1 Bios Lat Pull Down

1 Bios Bicep Curl

1 Bios Ab Machine

4 Computer lab chair

2 Computer table

8 Computer table chair

1 Bios Leg Curl

1 Bios Leg Extension

2 Activity center chair

1 End Table

3 Bar tables

9 Bar stools

1 Quinton Treadmill

1 FreeRunner 5400

1 Stratus Bike 3300 CE

1 Free Climber 4400 CL

1 Tanning Bed

6 Dell Computer

6 Dell Monitor

UNIT INVENTORY

192 Sofas

192 Lounge Chairs

192 End Tables

192 Cocktail Tables

192 Entertainment Centers

192 Dining Tables

768 Dining Chairs

720 Bedsets

720 Chests

720 Desks

720 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 - WABASH, L.P.

                                 AS OF JULY 2004

CLUBHOUSE

3 leasing desks

3 rollback chairs

1credenza-file cabinet

4 telephones

1 greeter table w/1chair

1 tables

4 chairs

1 couch

2 chairs for traffic

1 coffee table

3 computer

5 plants

1 movie stand

1 bowl for refreshments

5 pictures

ASSISTANT MANAGER'S OFFICE

1 desk

3 chairs

1 computer

1 telephone

1 printer

1 credenza-file cabinet

1 plants

2 pictures

RESIDENT RELATIONS' OFFICE

1 desk

3 chairs

2 credenzas-file cabinet

1 computer

1 telephone

2 pictures

COMMUNITY MANAGER'S OFFICE

1 desk

3 chairs

1 lamp

2 credenza-file cabinet

2 pictures

3 plants

1 telephone

1 computer

BACK ROOM

3-computers (1 office computer /1 access card monitoring computer/1 KeyTrak
computer)

1-printer

1-copying/fax combination machine

5-4 drawer filing cabinets

1-laminating machine

1-step stool

2-desks

2-chairs

1-refrigerator

1-storage cabinet

MODEL HOME

LIVING ROOM

1 entertainment center

1 couch

1 end table

1 coffee table

1 chair

3 plants

1 lamp

1 TV

3 books

3 pillows

4 picture frames

1 candle

BEDROOM

1 Full-size extra long bed

7 pillows

1 desk

1 chair

2 lamps

2 dressers ( 2 drawer)

3 books

4 pictures

<PAGE>

4 plant

4 frames

2 blankets

DINING ROOM

1 Dining Room table

4 chairs

2 plates

2 iced tea glasses

2 coffee mugs

1 fondue set

1 picture

KITCHEN

9 vases

3 candles

1 clock

1 blender

1 microwave

1 oven

1 refrigerator

5 plants

1 washer/dryer

3 towels

1 fruit dish

BATHROOM

2-sinks

1 Towel rack

7 towels

5 holders

5 candles

1 mirror

3 silver containers

1 shower curtain

1 clock

1 bath mat

1 trash can

1 picture

LEFT SIDE OF CLUBHOUSE

STUDY ROOM

8 chairs

2 round tables

COMPUTER ROOM

5 computers

5 chairs

1 copy/fax combo machine

1 printer

1 fax machine

EXERCISE ROOM

2 steppers

1 treadmill

1 bike

9 weight machines (seven arms and two leg machines)

GAME ROOM

11 chairs

3 tables

1 pool table

1 air hockey

1 ping pong table

3 pictures

2 trees

2 TV

1 5-cd changer

1 radio tuner

1 plant

TANNING ROOM

1 Tanning Bed

1-paper towel dispenser

1-picture

1- chair

2-small trees

POOL INVENTORY

12-chairs

3 tables

3-Umbrellas

23-lounge Chairs

5-small tables

2-Barbeque Grills

8-pool signs

MAINTENANCE SHOP

1 desk

2 chair

1 two drawer file cabinet

1 phone

2 golf carts and battery charges

1 recovery unit

1 vacuum pump

1 socket set

1 set of a/c gauges

3 hammer drill

1 reciprocating saw

3 skill saw

3 wood clamps

1 amp tester

<PAGE>

3 radios

25 extension cords

1 electric auger for landscaping

2 levels

5 ear protectors

3 belts

1 bolt cutter

2 five gal gas cans

2 one gal gas cans

2 leaf blowers

1 ten gal  dry/wet vacuum

1 pressure washer with one hose extensions

2 Dollies (1 appliance and 1 regular)

1 line sprayer for parking lot

3 round nose shovels

3 push brooms

2 steel racks

3 leaf rake

2 electric drill

1 kwik set keying kit

1 paint power sprayer

1 salt spreader

3 liquid chemical sprayers

11 fan blower (drying carpet)

1 heat gun

1 weed eater

3 extension ladders

2 A-frame ladders

2 step stools

9 space heaters

1 A/C charge scale

1 carpet extraction machine

1 Dremel

UNIT INVENTORY

336 Sofas

336 Lounge Chairs

336 End Tables

336 Cocktail Tables

336 Entertainment Centers

336 Dining Tables

1,212 Dining Chairs

960 Bedsets

960 Chests

960 Desks

960 Desk Chairs

1 Sofa

1 Lounge Chair

1 End Table

1 Cocktail Table

1 Entertainment Center

1 Dining Table

4 Dining Chairs

1 Bedset

1 Chest

1 Desk

1 Desk Chair
<PAGE>

                                    EXHIBIT D

                                     REPORTS

1.    Environmental Report for JEFFERSON COMMONS - LAWRENCE, L.P., prepared by
      National Assessment Corporation, Project No. 04-17792.10, dated 03/01/2004

2.    Property Condition Report for JEFFERSON COMMONS - LAWRENCE, L.P., prepared
      by National Assessment Corporation, Project No. 04-17792.10, date issued
      3/01/2004

3.    Environmental Report for JEFFERSON COMMONS - WABASH, L.P., prepared by
      National Assessment Corporation, Project No. 04-17792.13, dated 03/01/2004

4.    Property Condition Report for JEFFERSON COMMONS - WABASH, L.P., prepared
      by National Assessment Corporation, Project No. 04-17792.13, date issued
      3/01/2004

<PAGE>

                                    EXHIBIT E

                                 LOAN DOCUMENTS

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

$16,542,000 Amended and Restated Promissory Note
Amended and Restated Mortgage, with Absolute Assignment of Leases and Rents,
     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)
Assignment of Existing Mortgages
Allonge to Note

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

$18,410,000 Promissory Note
Mortgage, Assignment of Leases and Rents, 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)
Property Account and Control Agreement (Bank One)
Lockbox Account Agreement (Wachovia)
Guaranty (Cross Guaranty)

<PAGE>

                                    EXHIBIT F

                                     SURVEY

1.    JEFFERSON COMMONS - LAWRENCE, L.P., prepared by John E. Selk of Landplan
      Engineering, P.A., dated 6/4/04.

2.    JEFFERSON COMMONS - WABASH, L.P., prepared by Dale L. Grimes of The
      Schneider Corporation, dated 1/23/04, last revised 5/24/04.

<PAGE>

                                    EXHIBIT G

                         OTHER CONTRACTS FOR DEVELOPMENT

                                      NONE

<PAGE>

                                    EXHIBIT H

                                   RESTRICTION

Prepared By and When
Recorded Return to:

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

                   RESTRICTION AGAINST CONDOMINIUM CONVERSION

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

                                   BACKGROUND

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

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

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

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

<PAGE>

termination hereof by Jefferson or the constituent entities of Jefferson; and
(b) the date which is 15 years after the date hereof.

      EXECUTED as of the date first written above.

                                           _____________________________________

                                           By:__________________________________
                                           Name:________________________________
                                           Title:_______________________________

______________________________________
Witness No. 1

______________________________________
Witness No. 2

<PAGE>

STATE OF _______________    Section
                            Section
COUNTY OF_______________    Section

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

                                       _________________________________________

Notary Public, State of _________________

<PAGE>

                                    EXHIBIT I

                               PENDING LITIGATION

                                      NONE

<PAGE>

                                    EXHIBIT J

                             [INTENTIONALLY OMITTED]

<PAGE>

                                    EXHIBIT K

                   WRITTEN NOTICE FROM GOVERNMENTAL AUTHORITY

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

<PAGE>

                                    EXHIBIT L

                              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 M

                                      DEED

                            [COVER PAGE FOR 6 PAGES]

<PAGE>

Document Title:             Kansas Limited Warranty Deed
Document Date:              _______________________________, 2004
Grantor Name:               JEFFERSON COMMONS - LAWRENCE, L.P.
Grantee Name:               _________________________________________
Grantee Address:            _________________________________________
Legal Description:          Lot 1, JPI Addition, a Replat of Lot 1B, of a Lot
                            Split of Lot One,Cottonwood, Inc. Addition, in the
                            City of Lawrence, Douglas County, Kansas

Reference Book and Page:    Plat Book P15, Page 791, Register of Deeds of
                            Douglas County, Kansas

                          KANSAS LIMITED WARRANTY DEED

      THIS KANSAS LIMITED WARRANTY DEED (this "Deed") is made on the ______ day
of ________________, 2004, by and between JEFFERSON COMMONS - LAWRENCE, L.P., a
Delaware limited partnership duly qualified to do business in Kansas (the
"Grantor"), and ___________________________________, a _______________ (the
"Grantee"), with a mailing address at
__________________________________________.

      WITNESSETH, THAT THE GRANTOR, in consideration of the sum of TEN DOLLARS
($10.00) and other valuable consideration, to it paid by the Grantee, the
receipt and sufficiency of which are hereby acknowledged, does by these presents
CONVEY AND GRANT to the Grantee, all of the following described real estate (the
"Property") situated in Douglas County, Kansas, to-wit:

      Lot 1, JPI Addition, a Replat of Lot 1B, of a Lot Split of Lot One,
      Cottonwood, Inc. Addition, in the City of Lawrence, Douglas County,
      Kansas, recorded in Plat Book P15, Page 791, Register of Deeds of Douglas
      County, Kansas.

      SUBJECT TO: (a) the lien of that certain Amended and Restated Mortgage
With Absolute Assignment of Leases and Rents, Security Agreement and Fixture
Filing (the "Mortgage"), dated June _____, 2004, and recorded as Document No.
__________________, in Book _______, at Page __________, in the Office of the
Register of Deeds for Douglas County, Kansas; (b) easements, restrictions,
declarations, reservations and other matters of record; (c) taxes and
assessments, general and special, not now due and payable; and (d) existing
zoning and subdivision laws and regulations; and (e) the rights of the public in
and to any parts thereof in streets, roads or alleys. As part of the
consideration for this Deed, the Grantee, by its acceptance of delivery of this
Deed, assumes the Mortgage described in (a) above, covenants and agrees to pay
the unpaid balance of the amended and restated note thereby secured in
accordance with the terms thereof and covenants and agrees to perform and
observe all of the covenants and conditions stated in said Mortgage and said
note to be performed by the maker thereof.

      TO HAVE AND TO HOLD the Property, with all and singular the rights,
privileges, appurtenances and immunities thereto belonging or in anywise
appertaining unto the Property forever. The Grantor, for itself, its successors
and assigns, covenants that Grantor is lawfully seized of an indefeasible fee
simple estate in and to the Property and has good right to convey the Grantor's
interest in the Property and guarantees the quiet possession of the Property
against the claims of those claiming any right, interest or title through the
Grantor, except as shown subject to or as otherwise described above; but the
Grantor does not warrant title against

<PAGE>

those claiming a right, interest or title that arose prior to or separate from
the Grantor's interest in the Property.

      IN WITNESS WHEREOF, the Grantor has caused this Deed to be executed by its
duly authorized managing general partner the day and year first above written.

                                       JEFFERSON COMMONS - LAWRENCE, L.P.,
                                       A DELAWARE LIMITED PARTNERSHIP

                                       BY: JC - LAWRENCE LLC,
                                           A DELAWARE LIMITED LIABILITY COMPANY,
                                           ITS SOLE GENERAL PARTNER

                                       By: _____________________________________

                                       Printed Name: ___________________________

                                       Title: __________________________________



                                 ACKNOWLEDGEMENT

STATE OF ________________  )
                           ) ss.
COUNTY OF _______________  )

      On this _______ day of ________________________, 2004, before me appeared
_______________________________________, to me personally known, who, being by
me duly sworn, did say that he/she is the __________________________ of JC -
Lawrence LLC, a Delaware limited liability company, that such limited liability
company is the sole general partner of Jefferson Commons - Lawrence, L.P., a
Delaware limited partnership, that the foregoing instrument was signed in behalf
of said limited liability company by authority of its manager or members, and
said _________________________ acknowledged said instrument to be the free act
and deed of said limited liability company as the sole general partner of
Jefferson Commons - Lawrence, L.P.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal at my office in said County and State the day and year last above written.

                                      __________________________________________
                                      Signature of Notary Public in and for said
                                      County and State

(Notarial Seal)

                                      __________________________________________
                                      Typed or Printed Name of Notary

My Commission expires:

_______________________________

<PAGE>

                             SPECIAL WARRANTY DEED

      This Special Warranty Deed (this Deed) is made as of ______________, by
Jefferson Commons-Wabash, L.P., a Delaware limited partnership (GRANTOR) to
(GRANTEE).

      For and in consideration of the sum of Ten and No/100 Dollars and other
valuable consideration to Grantor paid by the Grantee, the receipt of which are
acknowledged, Grantor and Grantee agree as follows:

1.    Conveyance and Warranty of Title.

      Grantor GRANTS, SELLS, and CONVEYS to Grantee, subject to the Permitted
Exceptions (defined below), all of the real property (the PROPERTY) more
particularly described on Exhibit A attached hereto and made a part hereof for
all purposes together with all improvements, structures and fixtures located
thereon as well as all of the Grantor's rights to appurtenances, easements,
rights of way, adjacent streets and alleys, strips and gores;

      TO HAVE AND TO HOLD the Property, subject to the Permitted Exceptions,
together with all and singular the rights and appurtenances thereto in anywise
belonging, to Grantee, its successors and assigns, forever; and Grantor binds
itself, its successors and assigns, to WARRANT AND FOREVER DEFEND all and
singular the Property to Grantee, its successors and assigns, against every
person whomsoever lawfully claiming or to claim the same or any part thereof,
by, through or under Grantor, but not otherwise.

2.    Permitted Exceptions.

      This Deed is made, and is accepted by Grantee, subject to the
restrictions, easements, covenants, encumbrances, and liens described on EXHIBIT
B attached hereto and incorporated herein by reference for all purposes (the
PERMITTED EXCEPTIONS).

3.    Taxes and Assessments.

      Grantee, by accepting delivery of this Deed, has assumed and agreed to pay
the taxes and assessments for the current year. Grantee's acceptance of delivery
of this deed is evidenced by its recordation.

<PAGE>

4.    Corporate Authority.

      The undersigned certifies that the above conveyance has been duly
authorized by the Board of Directors of each Grantor and that the undersigned
has been duly authorized to execute and deliver this Special Warranty Deed for
and on behalf of each Grantor.

5.    Gross Income Tax.

      The Grantor certifies that no Indiana gross income tax is due on the
proceeds of this transfer.

            [THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK]

<PAGE>

                  EXECUTED as of the date first above written.

                                       GRANTOR:

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

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

                                           By: _________________________________
                                               Name: ___________________________
                                               Title: __________________________

<PAGE>

STATE OF TEXAS        )
                      )SS:
DALLAS COUNTY         )

      Before me, the undersigned, a Notary Public, this day personally appeared
JC - Wabash LLC, general partner of Jefferson Commons - Wabash, L.P., by
_______________________________, its _____________________, who for and on
behalf of said limited liability company acknowledged the execution of the
foregoing Special Warranty Deed and swore to the statements contained therein.

      WITNESS my hand and Notarial Seal this _____ day of _____________, 200_.

                                       _________________________________________

                                       Notary Public

                                       _________________________________________

                                       Printed Name

My Commission Expires: ________________

County of Residence: __________________

Prepared by and when recorded return to:

Richard W. Wilhelm, Esq.
Munsch Hardt Kopf & Harr, P.C.
4000 Fountain Place
1445 Ross Avenue
Dallas, Texas 75202

Send Tax Bills To:

____________________________
____________________________
____________________________

<PAGE>

                                    EXHIBIT A

PARCEL I:

That part of the East Half of the Southeast Quarter of Section 2, Township 23
North, Range 5 West, Tippecanoe County, Indiana, described as:

Commencing at a Berntsen RT-1 monument marking the northeast corner of said
southeast quarter, thence South 88 degrees 38 minutes 25 seconds West (bearings
based on the Section Corner Perpetuations Project dossiers on record in the
Tippecanoe County Surveyor's Office) along the north line thereof a distance of
1044.00 feet to the northeast corner of that land described in a deed to Johnson
Realty Company as recorded in Deed Record 82-429 in the Office of the Recorder
for Tippecanoe County, Indiana and the Point of Beginning; thence South 00
degrees 21 minutes 55 seconds East along the east line of said Johnson Realty
land a distance of 114.09 feet to the south right-of-way line of U.S. Highway 52
as described in a right-of-way grant recorded in Deed Record 218, Page 61, being
the point of curvature of a curve to the left having a radius of 110946.06 feet,
the radius point of which bears North 01 degrees, 13 minutes 11 seconds West;
thence easterly on said right-of-way line and along the arc of said curve a
distance of 181.19 feet to a 5/8 inch by 30 inch rebar with yellow cap marked
"Firm #0001" (hereinafter referred to as "Rebar") point of non-tangency, bearing
South 01 degrees 18 minutes 48 seconds East from said radius point and bearing
North 88 degrees 44 minutes 00 seconds East along the chord of said curve a
distance of 181.19 feet from said point of curvature; thence South 88 degrees 27
minutes 03 seconds East continuing along said right-of-way line a distance of
270.96 feet to a "Rebar" at the northwest corner of Cheswick Village Apartments
Subdivision, Phase 1 (Plat Cabinet D, Slide 192, Instrument No. 93-29732);
thence South 00 degrees 20 minutes 49 seconds East along the west line of said
Cheswick Village Apartments Subdivision, Phase 1 and along the west line of
Cheswick Village Apartments Subdivision, Phase 2 (Plat Cabinet E, Slide 179,
Instrument No. 9717619) a distance of 1185.35 feet to a "Rebar" at the southwest
corner of said Cheswick Village Apartments Subdivision, Phase 2; thence South 88
degrees 28 minutes 10 seconds West along the south line of said Cheswick Village
Apartments Subdivision, Phase 2 a distance of 55.00 feet to a 1/2 inch (i.d.)
iron pipe at a southwest corner thereof; thence continuing South 88 degrees 28
minutes 10 seconds West a distance of 396.70 feet to a 1/4 inch (i.d.) iron pipe
at the southeast corner of the aforesaid Johnson Realty Company tract; thence
continuing South 88 degrees 28 minutes 10 seconds West a distance of 262.30 feet
(5/8 inch rebar with Deckard cap 0.3 feet west of corner); thence North 00
degrees 21 minutes 55 seconds West a distance of 1202.47 feet to the south
right-of-way line of U.S. Highway 52 (5/8 inch rebar with Deckard cap 0.7 feet
south of corner); thence continuing North 00 degrees 21 minutes 55 seconds West
a distance of 113.14 feet to the north line of the aforesaid quarter section;
thence North 88 degrees 38 minutes 25 seconds East along said north line a
distance of 262.30 feet to the Point of Beginning, containing 20.32 acres more
or less.

The Above legal description taken from survey prepared by The Schneider
Corporation dated March 8, 2000 as Project No. 3201.001, which is a modernized
legal description combining Deed Record 82, Page 429 and Deed Record 74, Page
3417, Page 3418.

PARCEL II:

A part of the West Half of the Southeast Quarter of Section Two (2), Township
Twenty-three (23) North, Range Five (5) West, Wabash Township, Tippecanoe
County, Indiana, more completely described as follows, to-wit:

<PAGE>

Beginning at a hinge nail in the Northeast corner of the West Half of the
Southeast Quarter of Section 2-23-5 and the centerline of the westbound lane of
U.S. Highway #52; thence South 0(degrees)-00' West along the East line of the
West Half of the Southeast Quarter aforesaid, a distance of 1,311.7 feet to a
wooden corner post; thence South 88(degrees)-55' West a distance of 16.5 feet;
thence North 0(degrees)-00' East on a line parallel to the East line of the West
Half of the Southeast Quarter aforesaid a distance of 1,311.7 feet to the North
line of the Southeast Quarter and the centerline of the westbound lane of U.S.
Highway #52; thence North 88(degrees)-55' East along said North line of the
Southeast Quarter and the centerline of the westbound lane of U.S. Highway #52 a
distance of 16.5 feet to a hinge nail and the point of beginning.

<PAGE>

                                    EXHIBIT B

                              PERMITTED EXCEPTIONS

1. Gas Line Easement by Robert C. Garrison and Esther D. Garrison to Indiana Gas
      & Water Company, Inc., dated October 3, 1966 and recorded November 1, 1966
      as Deed Record 302, Page 507.

2. Limited access facility being made in the State of Indiana, Plaintiff v.
      Johnson Realty Company, Inc., Sagamore Village Estates, Inc., Lafayette
      Bank and Trust Company as Trustee, etal, recorded as Instrument No.
      89-12927 and re-recorded as Instrument No. 93-00649.

3. Grant of Easement by Lafayette Bank and Trust Company, Trustee and John T.D.
      Tse, his assigns, a non-exclusive perpetual easement for ingress and
      egress and utilities, recorded as Instrument No. 92-00391.

<PAGE>

                                    EXHIBIT N

                                  BILL OF SALE

This BILL OF SALE is made as of _______________, 2004, by JEFFERSON AT
_____________, L.P., a __________________ limited partnership (GRANTOR) to
__________________________, a ___________ (GRANTEE).

For and in consideration of the sum of Ten and No/100 Dollars and other valuable
consideration to Grantor paid by the Grantee, the receipt and sufficiency of
which are acknowledged, Grantor and Grantee agree as follows:

Grantor GRANTS, SELLS, and CONVEYS to Grantee, all equipment, furniture,
fittings, fixtures, and articles of personal property owned by Grantor and
located on the real property described on EXHIBIT 1 attached to this Bill of
Sale, more particularly described in EXHIBIT 2 attached to this Bill of Sale
(such equipment, furniture, fittings, fixtures, and articles of personal
property are referred to collectively as the PERSONAL PROPERTY). The Personal
Property does not include any software owned by or licensed to any company or
entity other than Grantor or any professional photographs of the Property,
including but not limited to, photographs, negatives and transparencies in
digital or other form.

TO HAVE AND TO HOLD the Personal Property to Grantee, its successors and
assigns, forever; and Grantor binds itself, its successors and assigns, to
WARRANT AND FOREVER DEFEND all and singular the Personal Property to Grantee,
its successors and assigns, against every person whomsoever lawfully claiming or
to claim the Personal Property or any part thereof, by, through, or under
Grantor, but not otherwise.

The provisions of Section 9.12 of the Contract of Sale dated _______________,
2004, between Grantor, as Seller, and Grantee, as Buyer, covering the Property,
are incorporated in this Bill of Sale by this reference as if set forth in this
Bill of Sale in their entirety.

EXECUTED as of the date first written above.

                                     GRANTOR:

                                     JEFFERSON AT _________________, L.P.,
                                     a ___________ limited partnership

                                     By: _______________________________________
                                         a____________________,  general partner

                                         By:____________________________________
                                         Name:__________________________________
                                         Title:_________________________________

<PAGE>

                                         GRANTEE:
                                         ____________________________________, a
                                         _______________________________________

                                         By:____________________________________
                                         Name:__________________________________
                                         Title:_________________________________

<PAGE>

                                    EXHIBIT 1

                            REAL PROPERTY DESCRIPTION

<PAGE>

                                    EXHIBIT 2

                        DESCRIPTION OF PERSONAL PROPERTY
<PAGE>
                                    EXHIBIT O

                        ASSIGNMENT OF LEASES, CONTRACTS,

                        SECURITY DEPOSITS, AND WARRANTIES

This Assignment of Leases, Guaranties Contracts, Security Deposits, and
Warranties (this ASSIGNMENT) is made as of _________________ , 2004, by
JEFFERSON AT _____________, L.P., a _____________ limited partnership (GRANTOR),
and _________________________________________ , a ______________ (GRANTEE).

                                   ASSIGNMENT

For and in consideration of the sum of Ten and No/100 Dollars ($10.00) cash and
other good and valuable consideration to Grantor paid by Grantee (hereinafter
named), the receipt and sufficiency of which are acknowledged, Grantor and
Grantee agree as follows:

1. Assignment.

Grantor GRANTS, SELLS, and CONVEYS to Grantee all of Grantor's interest in the
following described properties, rights, and estates (the PROPERTY) that are
located on, affixed to, or used in connection with the real property (the REAL
PROPERTY) described on EXHIBIT 1 attached to this Assignment:

      (a)   all residential leases for space on the Real Property or in the
            improvements on the Real Property (the LEASES), and the leasehold
            estates created thereby, and accompanying guaranties, together with
            all and singular the rights, benefits, and privileges of the
            landlord thereunder;

      (b)   all rents, issues, and profits arising from the Leases from and
            after the date of this Assignment;

      (c)   all service contracts, vending agreements, other leases, lease
            commission agreements, assignable licenses, occupancy agreements,
            assignable permits, and other contracts with respect to the Real
            Property listed on EXHIBIT 2 attached to this Assignment (the
            CONTRACTS), and the continuing rents, issues, and profits from the
            Contracts, if any, from and after the date of this Assignment;

      (d)   all refundable security deposits, pet deposits, utility deposits,
            and other deposits and security deposit accounts maintained with
            respect to the Leases or the Real Property (the DEPOSITS); and

      (e)   all warranties and guaranties relating to the improvements,
            personalty or equipment located on the Real Property, if any,
            excluding all warranties and guaranties from any Grantor Affiliate
            [as defined in the Contract of Sale (defined below)] (the
            WARRANTIES).

The Property does not include the name "Jefferson", the initials "JPI", or any
logo, trade name, or other name utilizing "Jefferson" or "JPI", any software
owned by or licensed to any company or entity other than Grantor, any
professional photographs of the Property, including but not limited to,
photographs, negatives and transparencies in digital or other form, and any
bonds or letters of

<PAGE>

credit issued in favor of any governmental authorities by Grantor or any Grantor
Affiliate in connection with the construction of the Improvements.

TO HAVE AND TO HOLD the Property to Grantee, its successors and assigns,
forever. Grantor binds itself, its successors and assigns, to WARRANT AND
FOREVER DEFEND, all and singular the Property, subject to the warranties,
covenants, and conditions in this Assignment, to Grantee, its successors and
assigns, against every person whomsoever lawfully claiming or to claim the
Property or any part thereof, by, through, and under Grantor, but not otherwise.

2. Warranties.

Notwithstanding the assignment of the Warranties under this Agreement, Grantor
expressly reserves the right to enforce the Warranties if claims are made
against Grantor or any Grantor Affiliate relating to the Real Property or
improvements, personalty or equipment located thereon and, upon request of
Grantor, Grantee will cooperate and assist Grantor in enforcing the Warranties.

3. Assumption.

Grantee assumes and agrees to perform all terms, covenants, and conditions of
the Leases and the Contracts, on the part of the landlord or on the part of the
Grantor, as the case may be, therein required to be performed arising on or
after the date of this Assignment. Grantee also assumes and agrees to hold and
pay the Deposits to the persons entitled to them.

4. Indemnities.

Grantor shall indemnify, defend, and hold Grantee harmless from any and all
liabilities, claims, demands, damages, and causes of actions that may now or
hereafter be made or asserted against Grantee arising out of or related to the
Property for acts or omissions of Grantor occurring prior to the date of this
Assignment.

Grantee shall indemnify, defend, and hold Grantor harmless from any and all
liabilities, claims, demands, damages, and causes of actions that may now or
hereafter be made or asserted against Grantor arising out of or related to the
Property for acts or omissions occurring on or after the date of this
Assignment.

5. Disclaimer.

The provisions of Section 9.12 of the Contract of Sale dated _______________,
2004, between Grantor, as Seller, and Grantee, as Buyer, covering the Property,
are incorporated in this Assignment by this reference as if set forth in this
Assignment in their entirety.

                            [SIGNATURE PAGE FOLLOWS.]
<PAGE>

DATED EFFECTIVE as of the first date above written.

                                       GRANTOR:

                                       JEFFERSON AT ________________, L.P.,
                                       a ____________ limited partnership

                                       By: _________________________________, a

                                           _________________________________ ,

                                           general partner

                                       By: ____________________________________
                                       Name: __________________________________
                                       Title: _________________________________

GRANTEE'S ADDRESS:                     GRANTEE:

                                       By: ____________________________________
                                       Name: __________________________________
                                       Title: _________________________________

                                       Grantee's Taxpayer Identification Number:
                                       ________________________________________

<PAGE>

                                    EXHIBIT 1

                            REAL PROPERTY DESCRIPTION

<PAGE>

                                    EXHIBIT 2

                                LIST OF CONTRACTS

<PAGE>

                                    EXHIBIT P

                          IRC SECTION 1445 CERTIFICATE

SUBJECT
PROPERTY: See EXHIBIT 1 attached to this Certificate

SELLER: JEFFERSON AT _______________, L.P.

BUYER: ______________________________________

Section 1445 of the Internal Revenue Code provides that a transferee of a U.S.
real property interest must withhold tax if the transferor is a foreign person.
To inform Buyer that the withholding of tax is not required upon the disposition
of a U.S. real property interest by Seller, the undersigned hereby certifies the
following on behalf of Seller:

1.    Seller is not a foreign corporation, foreign partnership, foreign trust,
or foreign estate (as those terms are defined in the Internal Revenue Code and
Income Tax Regulations);

2.    Seller's U.S. employer identification number is ; and

3.    Seller's office address is: 600 East Las Colinas Blvd., Suite 1800,
Irving, Texas 75039.

4.    Seller is not a disregarded entity as defined in Section
1.445-2(b)(2)(iii) of the Internal Revenue Code and Income Tax Regulations.

Seller understands that this certification may be disclosed to the Internal
Revenue Service by Buyer and that any false statement contained herein could be
punished by fine, imprisonment, or both.

Under penalties of perjury, I declare that I have examined this certification
and to the best of my knowledge and belief, it is true, correct, and complete,
and I further declare that I have authority to sign this document on behalf of
Seller.

EXECUTED as of the ________________day of ____________________ , 2004.

                                   Seller:

                                   JEFFERSON AT _____________, L.P.,
                                   a _____________ limited partnership

                                   By: ________________________, a
                                       ___________________, general partner

                                        By: ___________________________________
                                        Name: _________________________________
                                        Title: ________________________________

<PAGE>

STATE OF _____________________________ Section
                           Section
COUNTY OF ____________________________  Section

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

                                ________________________________________________
                                Notary Public, State of ________________________

<PAGE>

                                    EXHIBIT 1

                            REAL PROPERTY DESCRIPTION

<PAGE>

                                    EXHIBIT Q

                              TENANT NOTICE LETTER

[Name of Address of Tenant]

      Re: Change of Ownership
          _____________________________Apartments
          _________, __________ (the PROPERTY)

Ladies and Gentlemen:

This letter is to inform you that the present owner Jefferson at _____________,
L.P., (SELLER), has transferred ownership of the Property to
_________________________ (BUYER).

In connection with this transfer, all of Seller's interest as landlord under
your lease has been assigned to Buyer. Beginning ______________, please make all
rental payments payable to Buyer and deliver them to the following address:

                        __________________________________
                        __________________________________
                        __________________________________

All questions or other matters regarding your lease at the Property should be
coordinated through ___________________, at the above address, whose telephone
number is _______________.

In connection with the transfer, your security deposit that is subject to refund
in the amount of $___________ has been transferred to Buyer, who has received
and assumed responsibility for such deposit, and all future matters regarding
this deposit are to be coordinated with Buyer. Deposit returns will be
conditioned upon and subject to existing agreements.

<PAGE>

                                   Sincerely,

                                   Seller:

                                   Jefferson at _________________________, L.P.,
                                   a ______________________ limited partnership

                                   By: _________________________, a
                                       ______________, general partner

                                        By: ____________________________________
                                        Name: __________________________________
                                        Title: _________________________________

<PAGE>

                                   Buyer:

                                   __________________________________________, a
                                   ______________________________

                                        By: ____________________________________
                                        Name: __________________________________
                                        Title: _________________________________

<PAGE>

                                    EXHIBIT R

                  NON-EXCLUSIVE SERVICE MARK LICENSE AGREEMENT

                            [COVER PAGE FOR 10 PAGES]

<PAGE>

                                   EXHIBIT R

                  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

<PAGE>

voting securities or otherwise. Licensee shall cause all Affiliates to be
subject to Licensee's requirements and the Licensee's limitations of use set
forth in this Agreement, as if such Affiliates were parties hereto.

2. Quality of Services. Licensee shall use the Marks in accordance with the
reasonable written guidelines provided to Licensee by Licensor that governed
Licensor's use of the Marks with the Projects and with a quality consistent with
the services previously provided by Licensor with reference to the Projects. At
all times the Projects shall be managed and maintained so that the quality of
the Projects shall be maintained in good running order and shall have an
aesthetic appeal at all times at least equal to the aesthetic appeal existing at
the time Licensee takes title to the Projects, ordinary wear and tear and
depreciation excepted.

3. Use of the Marks. Upon request, Licensee shall provide Licensor with samples
of all literature, brochures, letterhead, business cards, voice mail, signs, and
advertising material prepared or used by Licensee bearing the Marks. When using
the Marks under this Agreement, Licensee undertakes to comply substantially with
all laws pertaining to trademarks in force at any time within the United States,
consistent with Licensor's prior uses thereof. This provision includes
compliance with marking requirements imposed under this Agreement or under the
laws of the United States.

4. Inspection. Licensee will permit duly authorized representatives of Licensor
to inspect the premises of Licensee at all reasonable times upon at least three
(3) days prior written notice solely for the purposes of ascertaining or
determining compliance of use of the Marks as provided for herein.

5. INDEMNITY AND DISCLAIMER. LICENSOR MAKES NO WARRANTY OR REPRESENTATION WITH
RESPECT TO ANY SERVICES RENDERED BY LICENSEE UNDER THE MARKS AND DISCLAIMS ALL
LIABILITY TO LICENSEE OR TO THIRD PARTIES FOR LOSSES RESULTING FROM, ARISING OUT
OF OR IN CONNECTION WITH SUCH SERVICES. LICENSEE AGREES TO DEFEND, INDEMNIFY,
AND HOLD HARMLESS LICENSOR AND ITS GENERAL PARTNERS, LIMITED PARTNERS,
AFFILIATES, AGENTS AND ASSIGNEES FROM AND AGAINST ALL CLAIMS, JUDGMENTS,
ACTIONS, DEBTS OR RIGHTS OF ACTION, OF WHATEVER KIND, AND ALL COSTS, INCLUDING
REASONABLE LEGAL FEES, ARISING OUT OF THE RENDITION OF SERVICES BY LICENSEE
UNDER THE MARKS. THIS PARAGRAPH SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

6. Goodwill. Licensee shall use the Marks only in compliance with the terms and
conditions contained herein. All Marks, and any changes, derivations, additions,
approximations and deceptively similar names and all goodwill accruing to the
use thereof, shall remain the property of, and inure to the benefit of,
Licensor. Licensee hereby appoints Licensor as its attorney-in-fact to convey to
Licensor any and all additional trademark or service mark rights which may be
acquired by Licensee that are derivations, additions, approximations or
deceptively similar names to the Marks.

7. Ownership of the Marks. Licensee acknowledges Licensor's right, title and
interest in and to the Marks and any registrations that have issued or may issue
thereon, and Licensee agrees that it will not at any time do or cause to be done
any act or thing contesting or, to Licensee's 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

<PAGE>

acknowledge that any use of the Marks, including all good will associated
therewith, shall inure to the benefit of Licensor.

8. Partnership; Agency. The Parties specifically intend that this Agreement does
not constitute a partnership or joint venture agreement and no partnership or
joint venture shall be implied.

9. Assignments; Licenses. Licensee shall not assign, sublicense or delegate any
rights or obligations under this Agreement. A change in control of Licensee
shall be deemed an assignment and subject to this paragraph. Licensor may freely
assign or license its rights under this Agreement.

10. Third Parties. Except as set forth or referred to herein, nothing in this
Agreement is intended or shall be construed to confer upon or give to any party
other than the Parties hereto and any of Licensor's successors and assigns any
rights or remedies under or by reason of this Agreement.

11. Notice of Infringement. Licensee shall notify Licensor in writing, upon
Licensee obtaining any knowledge of infringement, or possible infringement, of
any of the Marks. Licensor shall have no obligation to take any action, but
should Licensor take action, Licensee will fully cooperate with Licensor.

12. Term. This Agreement shall be effective for nine (9) months from the
Effective Date at which time the license will terminate. In addition, the
license described in this Agreement shall terminate immediately upon the first
to occur of the following:

      (i) any act of bankruptcy by or against Licensee or against the general
partner of Licensee;

      (ii) any assignment for the benefit of creditors of Licensee or the
general partner of Licensee;

      (iii) any attachment, execution of judgment or process against Licensee's
rights under the license granted hereunder or under this Agreement, unless
satisfied or released within sixty (60) days; or

      (iv) the dissolution of Licensee.

This Agreement shall also terminate immediately upon written notice to Licensee
for any material breach by Licensee of its duties under the "Use of the Marks"
clause of this Agreement to properly monitor and control the usage of the Marks
if Licensee fails to cure such material breach within thirty (30) days after
receipt of notice of such breach, specifying the nature of such breach.

13. Consequences of Termination or Expiration of the Term of this Agreement.
Upon the expiration or other termination of this Agreement as set forth in
paragraph 12, Licensee shall immediately and forever cease from using the Marks
in all embodiments and forms, including any confusingly similar variations
thereof, in connection with the Projects or any other goods or 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.
<PAGE>

      (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.

Section 1.1 Upon receipt of the written request of Licensor, Licensee shall
deliver to the Licensor a written certification, signed by an officer of
Licensee and substantially in a form similar to Schedule C attached hereto, that
the foregoing actions (i) through (iv) have been taken.

14. Notices. Any notices required or permitted to be given under this Agreement
shall be deemed sufficiently given if hand delivered with receipt acknowledged,
or mailed by certified or registered mail postage prepaid, or mailed by a
nationally recognized overnight delivery service addressed to the party to be
notified at its address shown below, or to such other person or at such other
address as may be furnished in writing to the other party hereto.

      If to Licensor:           JPI Development, L.P.
                                600 E. Las Colinas Blvd., Suite 1800
                                Irving, Texas 75039
                                Attention: Frank B. Schubert, Jr.

      with a copy to:           Kenneth L. Stewart, Esq.
                                Fulbright & Jaworski L.L.P.
                                2200 Ross Avenue, Suite 2800
                                Dallas, Texas 75201

      If to Licensee:           Allen & O'Hara Educational Properties, LLC
                                530 Oak Court Drive, Suite 300
                                Memphis, Tennessee 38117
                                Attention:  Paul O. Bower

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

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

<PAGE>

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>

                                   Schedule A

<PAGE>

                                   SCHEDULE B
                              APARTMENT PROPERTIES

                                   Schedule B

<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: _________________________

                                   Schedule C
<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>

                                   Schedule C

<PAGE>

                             EXHIBIT B TO SCHEDULE C
                              APARTMENT PROPERTIES

<PAGE>

                                    EXHIBIT S
                                  LEGAL OPINION


<PAGE>

                           [LETTERHEAD OF JPI COUNSEL]

                                [DRAFT: 9/22/04]

                              _____________, 20___

Education Realty Operating Partnership, LP
530 Oak Court Drive, Suite 300
Memphis, Tennessee 38117

      Re:   Sale of JPI Student Housing Portfolio to Education Realty Operating
            Partnership, LP

      We have acted as special counsel to Jefferson Commons - Lawrence, L.P., a
Delaware limited partnership ("JC Lawrence"), and Jefferson Commons - Wabash,
L.P., a Delaware limited partnership ("JC Wabash," which, together with JC
Lawrence are sometimes collectively referred to herein as the "Sellers"), in
connection with that certain Contract of Sale (the "Contract of Sale") among the
Sellers and Education Realty Operating Partnership, LP, a Delaware limited
partnership (the "Buyer").

      The Contract of Sale involves, among other things, the transfer by the
Sellers to the Buyer of certain real property and improvements located in
Douglas County, Kansas, and Tippecanoe County, Indiana.

      This opinion is being delivered pursuant to Section 6.2(a)(xvi) of the
Contract of Sale. Except as otherwise defined herein, capitalized terms defined
in the Contract of Sale are used herein as therein defined. In addition to the
Contract of Sale, other documents we have reviewed in rendering this opinion
letter, and upon which we have relied, include the agreements, documents and
certificates listed on Annex A attached hereto (collectively, the
"Organizational Documents").

      In connection with this opinion letter, we have examined (a) the Contract
of Sale and (b) the Organizational Documents and all schedules and exhibits
thereto. In connection with this opinion we have also made such investigations
as we have deemed relevant, customary, reasonable and appropriate, as the basis
for the opinions hereinafter expressed. As to matters of fact relevant to the
opinions expressed herein, and as to factual matters arising in connection with
the foregoing examinations, we have relied upon (a) certificates of the Sellers
and of governmental officials and (b) the representations and warranties of the
Sellers in the Contract of Sale, without further investigation by us as to the
facts set forth therein. We express no opinion herein as to any documents or
agreements other than the Contract of Sale and the Organizational Documents.

      We have assumed, with your permission and without independent
investigation: (a) the legal capacity of all natural persons; (b) that the
signatures on all documents examined by us (other than those of any officer of
any Seller) are genuine and that, where any such signature purports to have been
made in a corporate, governmental, fiduciary or other capacity, the person who
affixed such signature had authority to do so; (c) that each document examined
by us has been duly executed and delivered, pursuant to due authorization by
each of the parties

                                    Exhibit S

<PAGE>

thereto (other than by a Seller); (d) that the documents submitted to us as
originals are authentic and that all documents submitted to us as certified,
conformed or photostatic copies conform to authentic original documents; and (e)
that public files and records and certificates of, or furnished by, governmental
or regulatory agencies or authorities are correct.

      Our engagement by the Sellers has been limited to specific matters about
which we have been consulted; consequently, there are matters of a legal nature
involving the Sellers that are outside of the scope of this opinion letter about
which we have not advised or with respect to which we have not represented the
Sellers. We specifically note that we are not expressing any opinion or
conclusion with respect to any agreements or documents binding upon the Sellers
or to which they or any of their assets are subject, in each case other than the
Contract of Sale and the Organizational Documents.

      Based upon the foregoing and in reliance thereon, and subject to the
qualifications, assumptions, limitations and exceptions set forth herein, having
due regard for such legal considerations as we deem relevant, we are of the
opinion that:

      (1) Each Seller is a limited partnership existing and in good standing
under the Delaware Revised Uniform Limited Partnership Act.

      (2) Each Seller has the partnership power and authority to execute and
deliver the Contract of Sale and to perform its obligations thereunder.

      (3) All necessary partnership action has been taken to authorize the
execution and delivery of the Contract of Sale by the Sellers, and the Contract
of Sale has been duly executed and delivered by each Seller.

      (4) The execution and delivery of the Contract of Sale by the Sellers do
not, and the performance by each such Seller under the Contract of Sale will
not, result in:

            (i)   any breach of, or constitute a default under, such Seller's
                  certificate of limited partnership or limited partnership
                  agreement;

            (ii)  to our knowledge, any breach of, or constitute a default
                  under, any existing statute or governmental rule or regulation
                  applicable to any Seller;

            (iii) any breach of, or constitute a default under, any of the
                  agreements listed on Annex B attached hereto (collectively,
                  the "Material Agreements"); or

            (iv)  any breach of, or constitute a default under, any judicial or
                  administrative decree, writ, judgment or order to which, to
                  our knowledge, any Seller is subject.

      (5) No consent, approval, authorization or other action by, or filing
with, any governmental authority is required by any statutory law or regulation
of the United States or the State of Texas as a condition to any Seller's
execution and delivery of, or performance under, the Contract of Sale.

      In relying on the opinions expressed herein, you should note that the
opinions expressed above are fully subject to the following qualifications:

                                    Exhibit S

<PAGE>

      (a) In rendering the opinions above with respect to existence and good
standing, we have relied solely upon the Organizational Documents and upon the
certificates of public officials listed on Annex A attached hereon (copies of
which have been delivered to you), and such opinions are limited to the dates of
such certificates.

      (b) Except as set forth in the following sentence, we express no opinion
with respect to the laws of any jurisdiction other than the State of Texas and
the applicable federal laws of the United States of America. To the extent the
opinions set forth above are governed by the laws of the State of Delaware, we
have based such opinions exclusively upon a reading of the Delaware Revised
Uniform Limited Partnership Act, without taking into account any legislative,
judicial or administrative interpretations thereof.

      (c) Whenever any opinion expressed herein with respect to the existence or
absence of facts is qualified as being "to our knowledge," "to our attention" or
words of similar import, such qualification indicates that, except as otherwise
expressed, (i) no information has come to the attention of any Applicable F&J
Attorney (as hereinafter defined) that has given such attorney actual knowledge
of the existence of such facts; (ii) we have not undertaken any independent
investigation to determine the existence or absence of such facts; and (iii) no
inference as to our knowledge of the existence or absence of such facts should
be drawn from the fact of our representation of the Sellers or from our
providing this opinion. For purposes of this opinion, "Applicable F&J Attorney"
refers to any attorney in the offices of Fulbright & Jaworski L.L.P. in Dallas,
Texas who has provided a substantial amount of legal services for any Seller
since January 1, 2004 and is aware of such facts in the course of his or her
duties at Fulbright & Jaworski L.L.P.

      (d) Our opinions expressed in paragraph 4(ii) above as to breach or
default under any statute, rule or regulation and in paragraph 5 above as to the
lack of need for any consent, approval, authorization or other action by, or
filing with, any governmental authority is based solely upon a review of those
statutes, rules and regulations that, in our experience, are normally applicable
to the transactions contemplated by the Contract of Sale.

      (e) We express no opinion as to the enforceability of the Contract of Sale
or any provision thereof.

      (f) Any statement in this opinion that "we assume" or "we have assumed" or
similar statements means that we assume or have assumed the fact, conclusion or
matter stated, without independent verification by us.

      (g) We have assumed, and the opinions expressed in this letter are subject
to the assumption that, neither you nor your counsel have knowledge of any fact
or circumstance that makes any of the opinions or assumptions in this letter
incorrect in any manner.

      The opinions set forth in this opinion letter are limited to the matters
expressly described herein, and no opinion is to be implied or may be inferred
therefrom or from any of the qualifications, definitions, limitations,
assumptions or exceptions set forth herein. Specifically (but not exclusively),
we express no opinion as to (a) the truthfulness or accuracy of any reports,
plans, documents, financial statements or other matters furnished to the Buyer
by, or on behalf of any Seller, any of their affiliates or any other person or
entity in connection with the Contract of Sale or otherwise, or (b) the
truthfulness or accuracy of any representation or warranty made by any Seller,
any of their affiliates or any other person or entity in the Contract of Sale or
otherwise.

                                    Exhibit S

<PAGE>

      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.

                                    Exhibit S

<PAGE>

                                     ANNEX A
                            ORGANIZATIONAL DOCUMENTS

                       [To be completed prior to Closing]

                                     Annex A

<PAGE>

                                     ANNEX B
                               MATERIAL AGREEMENTS

                       [To be completed prior to Closing]

                                     Annex B