<PAGE>
                                                                  EXHIBIT 10.15


                         CONTRACT OF SALE/CONTRIBUTION




                                    BETWEEN




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



                                   AS SELLER,




                                      AND




                   EDUCATION REALTY OPERATING PARTNERSHIP, LP



                                    AS BUYER


<PAGE>
                               TABLE OF CONTENTS


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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

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

EXHIBIT B         List of Approved Service Contracts

EXHIBIT C         List of Personal Property

EXHIBIT D         Intentionally Omitted

EXHIBIT E         Pro Rata Cash Allocation

EXHIBIT F         Reports

EXHIBIT G         List of Delivered Loan Documents

EXHIBIT H         List of Delivered Surveys

EXHIBIT I         Other Contracts for Development

EXHIBIT J         Deed Restrictions

EXHIBIT K         Litigation

EXHIBIT L         Notices from Governmental Authorities

EXHIBIT M         Buyer's Partnership Agreement

EXHIBIT N         Knowledge Individuals

EXHIBIT O         Agreement Regarding Contributed Properties


                                                                       Page iii
<PAGE>
EXHIBIT P         Liquidity Loan Documents

EXHIBIT Q         Deed

EXHIBIT R         Bill of Sale

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

EXHIBIT T         IRC Section 1445 Certification

EXHIBIT U         Tenant Notice Letter

EXHIBIT V         Non-Exclusive Service Mark License Agreement

EXHIBIT W         Legal Opinion


                                                                        Page iv
<PAGE>
                         CONTRACT OF SALE/CONTRIBUTION


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

                                   BACKGROUND

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

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

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

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

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

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

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

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

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


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

                                   ARTICLE 1
                        PURCHASE PRICE AND EARNEST MONEY

Section 1.1       Agreement to Sell and Purchase.

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

Section 1.2       Purchase Price.

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

         (b)      The Purchase Price is allocated as follows:

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

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


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


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

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


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


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

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

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

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

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


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

Section 1.3       Earnest Money.

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

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


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

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

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

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

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


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

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

                                   ARTICLE 2
                 TITLE INSURANCE, OTHER INFORMATION, AND SURVEY

Section 2.1       Title Insurance.

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

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

Section 2.2       Other Information.

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


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

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

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

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

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

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

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

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

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

         (e)      copies of the Service Contracts;

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

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

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

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

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

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


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

Section 2.3       Survey.

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

Section 2.4       Other Property.

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

                                   ARTICLE 3
                         TITLE REVIEW AND DUE DILIGENCE

Section 3.1       Title Review.

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

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

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

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


                                                                          Page 8
<PAGE>
Section 3.2       Due Diligence Period.

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

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

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

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


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

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

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

                                   ARTICLE 4
              SELLER'S REPRESENTATIONS, WARRANTIES, AND COVENANTS

Section 4.1       Seller's Representations and Warranties.

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

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

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

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

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

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

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


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

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

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

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

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

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


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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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


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

         (p)      The Seller has no employees.

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

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

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

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

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


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

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

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

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

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


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

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

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

Section 4.2       Several Liability; Survival of Representations and Warranties.

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

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


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

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

Section 4.3       Knowledge Standard.

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

Section 4.4       Seller's Covenants.

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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


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

                                   ARTICLE 5
                     BUYER'S REPRESENTATIONS AND WARRANTIES

Section 5.1       Buyer's Representations and Warranties.

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

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

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

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

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

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

                  (i)      is listed on the Lists;

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

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


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

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

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

Section 5.2       Buyer's Covenants.

Buyer covenants and agrees:

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

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

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


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

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

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

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

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

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

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

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

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


                                                                        Page 21
<PAGE>
                                   ARTICLE 6
                             CLOSING AND PRORATIONS

Section 6.1       Closing Date.

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

Section 6.2       Closing Matters.

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

Section 6.3       Prorations.

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

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


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

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

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

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

Section 6.4       Closing Costs.

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

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

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


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

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

Section 6.5       Assumption Approval.

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

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

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

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

Section 6.6       Release Approval.

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

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

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

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

For all federal, state and local income tax purposes:

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


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

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

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

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


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

                                   ARTICLE 7
                             DEFAULTS AND REMEDIES

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

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

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

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

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

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

Section 7.2       Buyer's Remedies.

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

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


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

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

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

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

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

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

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

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


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

Section 7.3       Seller's Remedies.

If:

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

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

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

                                   ARTICLE 8
                           CASUALTY AND CONDEMNATION

Section 8.1       Risk of Loss and Notice.

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


                                                                        Page 31
<PAGE>
Section 8.2       Minor Casualty.

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

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

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

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

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

Section 8.3       Major Casualty and Condemnation.

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

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

         (b)      if a Major Casualty occurs:

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

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

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


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

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

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

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

                                   ARTICLE 9
                                 MISCELLANEOUS

Section 9.1       Notices.

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

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

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

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

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

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

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


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

                  With a copy to:

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

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

                  With a copy to:

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

With a copy to:

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


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

Section 9.2       Performance.

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

Section 9.3       Binding Effect.

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

Section 9.4       Entire Agreement.

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

Section 9.5       Assignment.

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

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

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


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

Section 9.6       Commissions.

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

Section 9.7       Headings.

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

Section 9.8       Holidays, Etc.

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

Section 9.9       Legal Fees.

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

Section 9.10      Governing Law.

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

Section 9.11      Severability.

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


                                                                         Page 36


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

Buyer acknowledges and agrees that:

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


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

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

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

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


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

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

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

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


                                                                        Page 39
<PAGE>
Section 9.13      Rule of Construction.

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

Section 9.14      Effective Date.

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

Section 9.15      Independent Contract Consideration.

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

Section 9.16      Counterparts and Facsimile Signatures.

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

Section 9.17      No Recording.

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

Section 9.18      Further Acts.

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

Section 9.19      Arbitration.

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


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

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

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


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

Section 9.20      Exchange.

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

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

                  -        the Closing Date is not delayed;

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

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

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

Section 9.21      Related Property.

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


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

Section 9.22      Confidentiality.

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

                            [Signature Page follows]


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


                                    SELLER

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

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


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


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

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


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


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

                                    BUYER

                                    EDUCATION REALTY OPERATING PARTNERSHIP, LP,
                                    a Delaware limited partnership

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


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

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


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

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

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

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


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

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

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

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


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


                                    CHICAGO TITLE COMPANY

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

<PAGE>
                                  EXHIBIT A-1

                       LEGAL DESCRIPTION OF REAL PROPERTY
                        LOCATED IN PIMA COUNTY, ARIZONA


<PAGE>
                                  EXHIBIT A-2

                       LEGAL DESCRIPTION OF REAL PROPERTY
                       LOCATED IN BOONE COUNTY, MISSOURI


<PAGE>
                                   EXHIBIT B

                               SERVICE CONTRACTS


<PAGE>
                                   EXHIBIT C

                               PERSONAL PROPERTY


<PAGE>
                                   EXHIBIT D

                             INTENTIONALLY OMITTED


<PAGE>
                                   EXHIBIT E

                            PRO RATA CASH ALLOCATION


<PAGE>
                                   EXHIBIT F


                                    REPORTS


<PAGE>
                                   EXHIBIT G

                        LIST OF DELIVERED LOAN DOCUMENTS


<PAGE>
                                   EXHIBIT H

                           LIST OF DELIVERED SURVEYS


1


<PAGE>
                                   EXHIBIT I

                        OTHER CONTRACTS FOR DEVELOPMENT


<PAGE>
                                   EXHIBIT J

                               DEED RESTRICTIONS

<PAGE>



                                   EXHIBIT K

                                   LITIGATION


<PAGE>
                                   EXHIBIT L

                     NOTICES FROM GOVERNMENTAL AUTHORITIES


<PAGE>
                                   EXHIBIT M

                         BUYER'S PARTNERSHIP AGREEMENT


<PAGE>


                                   EXHIBIT N

                             KNOWLEDGE INDIVIDUALS


<PAGE>
                                   EXHIBIT O

                  AGREEMENT REGARDING CONTRIBUTED PROPERTIES



<PAGE>
                                   EXHIBIT P

                            LIQUIDITY LOAN DOCUMENTS


<PAGE>
                                   EXHIBIT Q

                                      DEED


<PAGE>
                                   EXHIBIT R

                                  BILL OF SALE

<PAGE>

                                   EXHIBIT S

                        ASSIGNMENT OF LEASES, CONTRACTS,
                        SECURITY DEPOSITS AND WARRANTIES





<PAGE>

                                   EXHIBIT T

                         IRC SECTION 1445 CERTIFICATION

<PAGE>
                                   EXHIBIT U

                              TENANT NOTICE LETTER



<PAGE>

                                   EXHIBIT V

                  NON-EXCLUSIVE SERVICE MARK LICENSE AGREEMENT

<PAGE>
                                   EXHIBIT W

                                 LEGAL OPINION