<PAGE>

                                                                   EXHIBIT 10.13


                          CONTRACT OF SALE\CONTRIBUTION


                                      AMONG


          JPI-CG MEZZ LLC, JPI-MC MEZZ LLC, JPI GENPAR REALTY LLC AND
                          JPI INVESTMENT COMPANY, L.P.


                                   AS SELLERS,





                                       AND





                   EDUCATION REALTY OPERATING PARTNERSHIP, LP,


                                    AS BUYER



<PAGE>


                                TABLE OF CONTENTS


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


                                     Page i

<PAGE>


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


</TABLE>


                                     Page ii

<PAGE>


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


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


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


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


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


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


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


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


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


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


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


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


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



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

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

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

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

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

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

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

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

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

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

EXHIBIT B    List of Approved Service Contracts
</TABLE>


                                    Page iii

<PAGE>


<TABLE>
<S>          <C>

EXHIBIT C    List of Personal Property

EXHIBIT D    Intentionally Omitted

EXHIBIT E    Pro Rata Cash Allocation

EXHIBIT F    Reports

EXHIBIT G    List of Delivered Loan Documents

EXHIBIT H    List of Delivered Surveys

EXHIBIT I    Other Contracts for Development

EXHIBIT J    Deed Restrictions

EXHIBIT K    Litigation

EXHIBIT L    Notices from Governmental Authorities

EXHIBIT M    Buyer's Partnership Agreement

EXHIBIT N    Knowledge Individuals

EXHIBIT O    Agreement Regarding Contributed Properties

EXHIBIT P    Liquidity Loan Documents

EXHIBIT Q    Assignment of Interests

EXHIBIT R    Assignment of Partnership Interests

EXHIBIT S    Non-Exclusive Service Mark License Agreement

EXHIBIT T    Legal Opinion

EXHIBIT U    Intentionally Omitted

EXHIBIT V    Warrant Agreement

EXHIBIT W    Registration Rights Agreement
</TABLE>



                                     Page iv

<PAGE>




                          CONTRACT OF SALE\CONTRIBUTION


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

                                   BACKGROUND

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

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

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

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


                                     Page 5
<PAGE>

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

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

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

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

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

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


                                     Page 6
<PAGE>

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

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

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

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

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

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


                                     Page 7
<PAGE>

                  (GUARANTIES) and the owner's interest in all Service Contracts
                  listed in EXHIBIT B attached to this Contract not terminated
                  on or before the Closing Date (defined in SECTION 6.1) in
                  accordance with SECTION 3.2(e) (the SERVICE CONTRACTS);

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

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

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

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

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

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

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


                                     Page 8
<PAGE>

                                   ARTICLE 1

                        PURCHASE PRICE AND EARNEST MONEY


         Section 1.1 Agreement to Sell and Purchase.


Each Seller shall sell and\or contribute to Buyer, and Buyer shall purchase from
each Seller, the Partnership Interest owned by the respective Seller under the
terms of this Contract.

         Section 1.2 Purchase Price.

                  (a)      The PURCHASE PRICE of the Property is $303,910,000,
                           subject to all prorations and credits set forth
                           herein, payable in immediately available United
                           States funds at Closing (defined in SECTION 6.1).

                  (b)      The Purchase Price is allocated as follows:

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

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

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

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

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

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

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

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

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

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

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


                                     Page 9
<PAGE>

                           (i)      By Buyer taking title to the Interests
                                    assuming (subject to, and inclusive of the
                                    non-recourse provisions thereof) all
                                    obligations accruing from and after the
                                    Closing Date under Seller's Existing Loans
                                    (as defined in SECTION 2.2(i)) which are
                                    generally described in SECTION 2.2(i), but
                                    excluding those obligations resulting from a
                                    default by Seller under the Existing Loans.
                                    Seller shall cooperate with and assist
                                    Buyer, but at no cost or expense to Seller
                                    (other than its attorney's fees) and without
                                    Seller or Seller Affiliates having to incur
                                    any additional obligations, in connection
                                    with the Buyer seeking consent from the
                                    Lenders for the assumption of the Existing
                                    Loans (subject to and inclusive of the
                                    non-recourse provisions thereof) on terms
                                    and conditions acceptable to Buyer in its
                                    sole discretion and specifically without
                                    Buyer being required to agree to any
                                    material change of any term of any Existing
                                    Loan document as a condition to Lender's
                                    approval of the assumption (the ASSUMPTION).
                                    Any and all fees or expenses required to be
                                    paid to Lenders in connection with Buyer's
                                    Assumption (subject to and inclusive of, the
                                    non-recourse provisions thereof) of the
                                    Existing Loans shall be borne one-half (1/2)
                                    by Buyer and one-half (1/2) by Seller;
                                    provided, however, any fees, expenses or
                                    payments (but not payments representing all
                                    or substantially all of the remaining
                                    balance of the Existing Loans) resulting
                                    from a default by Seller under the Existing
                                    Loans prior to Closing shall be paid solely
                                    by Seller at Closing. Additionally, Buyer
                                    shall use commercially reasonable efforts to
                                    obtain a release reasonably acceptable to
                                    Seller of all liabilities, indemnities and
                                    guarantees of Seller and Seller Affiliates
                                    accruing from and after the Closing Date
                                    under the Existing Loans (the SELLER
                                    RELEASES) but Buyer shall not be obligated
                                    to assume any additional obligations to the
                                    Lenders to do so and Seller shall not be
                                    obligated to pay any costs or fees (other
                                    than its share of the assumption fees and
                                    costs set forth above) not approved by
                                    Seller; and

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

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


                                    Page 10
<PAGE>

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

                                    (C)      If Seller makes an election
                                             pursuant to SECTION 1.2(c)(II)(A)
                                             to receive any portion of the Net
                                             Amount in Units, Seller shall
                                             deliver to Buyer, together with the
                                             Election Notice, a schedule to this
                                             Contract, which shall become
                                             EXHIBIT E hereto, which shall set
                                             forth, with respect to each Seller
                                             (i) the name of the Seller or the
                                             Designated Owners, (ii) the total
                                             portion of the Net Amount payable
                                             to such Seller and/or Designated
                                             Owner, (iii) the portion of such
                                             amount payable to such Seller which
                                             shall be in the form of cash, (iv)
                                             the portion of such amount which
                                             shall be payable to such Seller or
                                             the Designated Owner(s) in Units
                                             and, if more than one recipient of
                                             Units is designated, the specific
                                             proportions to be issued to each.
                                             The number of Units to be issued at
                                             Closing to each Seller or
                                             Designated Owner shall be equal to
                                             (i) the unit value set forth in
                                             EXHIBIT E for the respective
                                             Seller, divided by (ii) the per
                                             share price at which the common
                                             stock (the COMMON STOCK) of
                                             Education Realty Trust, Inc., a
                                             Maryland corporation (the REIT), is
                                             offered to the public in the
                                             underwritten initial public
                                             offering of the Common Stock (the
                                             PUBLIC OFFERING) before any
                                             discounts or fees paid to
                                             underwriters. Each Seller and
                                             Designated Owner to receive Units
                                             and the holder of the Warrants
                                             (hereinafter defined) under the
                                             Warrant Agreement (hereinafter
                                             defined) shall also provide to
                                             Buyer within five (5) days after
                                             Seller's delivery to Buyer of the
                                             Election Notice, a duly executed
                                             accredited investor questionnaire
                                             in a form provided by Buyer (the
                                             form of which to be substantially
                                             similar to that provided to other
                                             persons to confirm their accredited
                                             investor status). If the Net Amount
                                             is payable to Seller (or the
                                             Designated Owners) in a combination
                                             of cash and Units, Seller hereby
                                             directs the Buyer to pay, issue and
                                             distribute (as applicable) the cash
                                             and the Units on the Closing Date
                                             to the Seller and/or the Designated
                                             Owners in accordance with EXHIBIT
                                             E. No fractional Units will be
                                             issued as consideration hereunder,
                                             but in lieu of issuing fractional
                                             Units, the value thereof shall be
                                             paid in cash to Seller. Each
                                             Designated Owner acknowledges that
                                             any certificates evidencing the
                                             Units will bear appropriate legends
                                             indicating (1) that the Units have
                                             not been registered under the
                                             Securities Act of 1933, as amended
                                             (SECURITIES ACT), and (2) that the
                                             Buyer's Agreement of


                                    Page 11
<PAGE>

                                             Limited Partnership (the BUYER'S
                                             PARTNERSHIP AGREEMENT) will
                                             restrict the transfer of the Units
                                             but such restriction shall not be
                                             more restrictive than that which
                                             affects other third party Unit
                                             holders. Upon receipt of the Units,
                                             the Sellers or Designated Owners,
                                             as applicable, shall become limited
                                             partners of the Buyer and shall
                                             execute the Buyer's Partnership
                                             Agreement.

         Section 1.3 Earnest Money.

                  (a)      On the Effective Date (defined in SECTION 9.14), as a
                           condition to the continued effectiveness of this
                           Contract, Buyer shall deposit with Marble Title
                           Company, L.L.C. (TITLE COMPANY), as agent for Chicago
                           Title Insurance Company (CLOSING AGENT), 2001 Bryan
                           Street, Suite 1700, Dallas, Texas 75201, Attention:
                           Kerri A. Majors, Phone: (214) 965-1672, Fax: (214)
                           965-1631, $798,000 in (i) immediately available
                           federal funds or (ii) the form of an unconditional
                           and irrevocable letter of credit in favor of Seller
                           and Closing Agent on terms and from an issuer
                           reasonably acceptable to Seller (a LETTER OF CREDIT)
                           (the EARNEST MONEY).

                  (b)      The Earnest Money, if paid in the form of immediately
                           available federal funds (and not by Letter of
                           Credit), shall be applied to the Purchase Price at
                           Closing, however, any Letter of Credit shall be
                           returned to Buyer after Closing with no portion of
                           its funds having been credited against the Purchase
                           Price. The Earnest Money is non-refundable to Buyer
                           in all events, except for a Seller default or as
                           otherwise specifically set forth herein. If Buyer
                           fails to deliver the Earnest Money, this Contract
                           will automatically terminate. If Buyer fails to close
                           the transaction on January 31, 2005 and the Closing
                           is not extended by mutual written agreement of the
                           parties or pursuant to the provisions of SECTION 6.1,
                           this Contract will automatically terminate, the
                           Earnest Money will be paid to Seller and the parties
                           will have no further obligations to each other. If
                           any of the Earnest Money is in the form of a Letter
                           of Credit then, any reference in this Contract to
                           Seller being paid any portion of the Earnest Money is
                           deemed to include and Seller shall have the right to
                           draw upon any Letter of Credit and retain the
                           proceeds.

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


                                    Page 12
<PAGE>

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

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

                  (f)      The Letter of Credit shall contain an expiry date of
                           not earlier than April 29, 2005. If, for whatever
                           reason, Seller has been unable to present the Letter
                           of Credit for payment on or before March 29, 2005, or
                           if, once presented, Seller has not been paid the full
                           amount of the Letter of Credit by March 29, 2005, in
                           any such case, Buyer shall immediately cause a
                           substitute Letter of Credit to be issued in the same
                           amount with an expiry date of no earlier than May 30,
                           2005 (this process shall continue monthly until the
                           Letter of Credit is either delivered to Buyer or
                           tendered by Seller to the issuing bank such that they
                           do not expire prior thereto). If, for whatever
                           reason, Buyer fails to cause a substitute Letter of
                           Credit to be issued at least twenty-five (25) days
                           prior to the expiry date of the existing Letter of
                           Credit, then Buyer and Seller hereby authorize
                           Closing Agent to immediately present the existing
                           Letter of Credit for payment and, once paid, to hold
                           the proceeds as "Earnest Money" in accordance with
                           the terms of this Contract. Buyer and Seller agree
                           that Closing Agent is authorized to present the
                           Letter of Credit for payment even if Buyer has
                           delivered instructions to the contrary to Closing
                           Agent; provided, that Closing Agent shall not present
                           the existing Letter of Credit as authorized by this
                           SECTION 1.3(f) only if Closing Agent receives written
                           instructions to the contrary from both Buyer and
                           Seller. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO
                           BE BOUND BY THE TERMS, OF THIS SECTION 1.3(f), BUYER
                           AND SELLER, THROUGH THEIR AUTHORIZED REPRESENTATIVES
                           HAVE SEPARATELY INITIALED THIS SECTION 1.3(f). This
                           SECTION 1.3(f) shall survive the termination or
                           expiration of this Contract.


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

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


                                   ARTICLE 2

                 TITLE INSURANCE, OTHER INFORMATION, AND SURVEY

         Section 2.1 Title Insurance.


                                    Page 13
<PAGE>

                  (a)      Buyer shall assume Sellers' existing Sellers Owner
                           Policy of Title Insurance for the Real Property and
                           Improvements (on the standard form in use in the
                           State where the Property is located) (collectively,
                           the OWNER POLICY) and Sellers shall use its
                           commercially reasonable efforts to cause Closing
                           Agent to agree to update each Owner Policy to reflect
                           the Purchase Price of each Property. Buyer may
                           request that Title Company issue other available
                           endorsements to the Owner Policy, but any affidavits,
                           indemnities or other documents requested by Title
                           Company in order for it to issue any endorsements are
                           subject to approval by Seller in its sole discretion.
                           Buyer may elect, for any or all of the Properties, to
                           obtain new owner policies of title insurance
                           (collectively, the NEW POLICY). If Buyer elects to
                           obtain any New Policy, then Buyer is responsible for
                           payment of the premium for the Standard Coverage
                           Owner Policy, the premiums charged for and costs
                           associated with obtaining extended coverage and
                           endorsements to the New Policy and for any loan
                           policy or endorsements required by Buyer's lender,
                           but Seller is not obligated to cause Closing Agent to
                           issue any endorsements to the New Policy or any
                           lender policy.

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

         Section 2.2 Other Information.

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

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

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

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

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

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

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

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


                                    Page 14
<PAGE>

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

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

                  (e)      copies of the Service Contracts;

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

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

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

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

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

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

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

                  (m)      true, correct and complete copies of:

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

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


                                    Page 15
<PAGE>

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

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

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

         Section 2.3 Survey.

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

         Section 2.4 Other Property.

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

                                   ARTICLE 3

                         TITLE REVIEW AND DUE DILIGENCE

         Section 3.1 Title Review.

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

                  (b)      Neither Sellers nor the Partnerships have any
                           obligation to cure any matters shown on the
                           Commitment or the Survey. Notwithstanding the
                           preceding sentence, Seller shall cure monetary liens
                           that can be cured solely by the payment of money and
                           shall bond around any mechanics' or materialmen's
                           lien(s) and abstract(s) of judgment to Closing
                           Agent's reasonable satisfaction; provided, that
                           Seller will not be required to


                                    Page 16
<PAGE>

                           expend or, in the case of a bond, be liable for more
                           than $25,000 for any single Property to cure any such
                           monetary liens or bond around any mechanics' or
                           materialmen's lien(s) and abstract(s) of judgment
                           related to any individual Property.

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

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

         Section 3.2 Due Diligence Period.

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

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

                  (c)      Prior to any entry on the Real Property and
                           Improvements, Buyer or its Affiliate shall deliver to
                           Sellers a reasonably satisfactory certificate of


                                    Page 17
<PAGE>

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

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

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

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

                                   ARTICLE 4

               SELLERS' REPRESENTATIONS, WARRANTIES, AND COVENANTS

         Section 4.1 Each Sellers' Representations and Warranties.


                                    Page 18
<PAGE>

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

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

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

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

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

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

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

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

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

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


                                    Page 19
<PAGE>

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

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

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

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

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

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

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


                                    Page 20
<PAGE>

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

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

                           (i)      is listed on the Specially Designated
                                    Nationals and Blocked Persons List
                                    maintained by OFAC pursuant to the Order
                                    and/or on any other list of terrorists or
                                    terrorist organizations maintained pursuant
                                    to any of the rules and regulations of OFAC
                                    or pursuant to any other applicable Orders
                                    (such lists are collectively referred to as
                                    the LISTS);

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

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

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

                  For purposes of this Section and Section 5.1, U.S. PERSON
                  means any United States citizen, any entity organized under
                  the laws of the United States or its constituent states or
                  territories, or any entity, regardless of where organized,
                  with a principal place of business within the United States or
                  any of its territories. For purposes of this Section and
                  Section 5.1, ANTI-MONEY LAUNDERING LAWS means those laws,
                  rules, regulations, orders and sanctions, state and federal,
                  criminal and civil, that (i) limit the use of and/or seek the
                  forfeiture of proceeds from illegal transactions; (ii) limit
                  commercial transactions with designated countries or
                  individuals believed to be terrorists, narcotic dealers or
                  otherwise engaged in activities contrary to the interests of
                  the United States; or (iii) are designed to


                                    Page 21
<PAGE>

                  disrupt the flow of funds to terrorist organizations. Such
                  laws, regulations and sanctions are deemed to include the
                  Executive Order Number 13224 on Terrorism Financing (September
                  23, 2001), the Patriot Act; the Currency and Foreign
                  Transactions Reporting Act (also known as the Bank Secrecy
                  Act, 31), the Trading with the Enemy Act, 50 U.S.C. Appx.
                  Section 1 et seq., the International Emergency Economics
                  Powers Act, 50 U.S.C. Section 1701 et seq., and the sanction
                  regulations promulgated pursuant thereto by OFAC, as well as
                  laws relating to prevention and detection of money laundering
                  in 18 U.S.C. Sections 1956 and 1957, as amended.

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

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

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

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

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

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


                                    Page 22
<PAGE>

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

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

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

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

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

                  (bb)     The Seller's execution, delivery and performance of
                           this Contract and the consummation of the
                           transactions contemplated hereby have been duly
                           authorized by all necessary corporate, partnership or
                           limited liability company action of the Seller and no
                           other action is required by law, or pursuant to the
                           Seller's certificate of limited partnership,
                           partnership agreement, certificate of formation, or
                           limited liability company agreement for such
                           authorization; this Contract is the legal, valid, and
                           binding obligation of, and is enforceable against the
                           Seller in accordance with its terms, except to the
                           extent such enforcement may be affected by general
                           principles of equity, or by bankruptcy and other laws
                           affecting the rights of creditors generally; assuming
                           the consent required of the Lenders for the
                           assumption of the Existing Loans and the transfer of
                           the Interests is obtained, the execution and delivery
                           of this Contract and the compliance with the terms
                           and conditions of this Contract by the Seller will
                           not breach or conflict with any of the terms,
                           conditions, or provisions of any agreement or
                           instrument to which the Seller is a party or by which
                           the Seller is or may be bound, or constitute a
                           default thereunder; and, to the


                                    Page 23
<PAGE>

                           Seller's knowledge, and except as otherwise provided
                           under the Existing Loans, the authorization,
                           execution, and delivery of this Contract and the
                           consummation of the transaction contemplated hereby,
                           will not, with or without the giving of notice or
                           passage of time or both:

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

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

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

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

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

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

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

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

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

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

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

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


                                    Page 24
<PAGE>

                                    the ESA), and except for matters and
                                    materials present at the Real Property and
                                    Improvements in the ordinary course of
                                    operation of the Real Property and
                                    Improvements as an apartment complex, there
                                    are no Hazardous Materials (defined in
                                    SECTION 9.12(a) but excluding from such
                                    definition fungi of all forms and types)
                                    present at the Real Property and
                                    Improvements other than any specified in the
                                    ESA. The Partnership makes no representation
                                    or warranty relating to fungi of any form or
                                    type.

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

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

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

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

                  (gg)     The Partnerships have no employees.

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

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

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


                                    Page 25
<PAGE>

                  (kk)     The list of documents set forth on EXHIBIT G is a
                           complete list of all material Loan Documents (as
                           hereinafter defined) related to the Existing Loans.
                           To the Seller's knowledge, the Existing Loans and the
                           documents entered into in connection therewith
                           (collectively, the LOAN DOCUMENTS) are in full force
                           and effect as of the Effective Date. To the Seller's
                           knowledge, no event of default or event that with the
                           passage of time or giving of notice or both would
                           constitute an event of default has occurred as of the
                           Effective Date under any of the Loan Documents which
                           would have a Material Adverse Effect. True and
                           complete copies of the Loan Documents have been
                           provided to Buyer.

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

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

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

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

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


                                    Page 26
<PAGE>

                                    REIT, the Buyer, the business and prospects
                                    of the REIT and the Buyer and the issuance
                                    of the Securities as each Holder deems
                                    necessary or desirable, and has been given
                                    the opportunity to obtain any additional
                                    information or documents and to ask
                                    questions and receive answers about such
                                    information and documents, the REIT, the
                                    Buyer, the Properties, the business and
                                    prospects of the REIT and the Buyer and the
                                    Securities which such Holder deems necessary
                                    or desirable to evaluate the merits and
                                    risks related to its investment in the
                                    Securities; and each Holder understands and
                                    has taken cognizance of all risk factors
                                    related to the purchase of the Securities.
                                    Each Holder is a sophisticated real estate
                                    investor. In acquiring the Securities and
                                    engaging in this transaction, no Holder is
                                    relying upon any representations made to it
                                    by the Buyer, or any of the officers,
                                    employees, or agents of the Buyer not
                                    contained herein. Each Holder is relying
                                    upon its own independent analysis and
                                    assessment (including with respect to
                                    taxes), and the advice of such Holder's
                                    advisors (including tax advisors), and not
                                    upon that of the Buyer or any of the Buyer's
                                    advisors or affiliates, for purposes of
                                    evaluating, entering into, and consummating
                                    the transactions contemplated by this
                                    Contract. Each Holder represents and
                                    warrants that it has reviewed and approved
                                    the form of the Buyer's Partnership
                                    Agreement attached hereto as EXHIBIT M;

                           (ii)     understands that none of the Units, the
                                    Warrants or the Common Stock issuable upon
                                    redemption of the Units or exercise of the
                                    Warrants have been registered under the
                                    Securities Act or any state securities acts
                                    and are instead being offered and sold in
                                    reliance on an exemption from such
                                    registration requirements. The Securities
                                    issuable to each Holder (or its designee)
                                    are being acquired solely for its own
                                    account, for investment, and are not being
                                    acquired with a view to, or for resale in
                                    connection with, any distribution,
                                    subdivision, or fractionalization thereof,
                                    in violation of such laws, and the Holder
                                    has no present intention to enter into any
                                    contract, undertaking, agreement, or
                                    arrangement with respect to any such resale;
                                    provided, however, that, at or following
                                    Closing, the Holder may distribute the Units
                                    or Warrants, as applicable to those of its
                                    members or successors that (1) have
                                    represented and warranted to the Buyer in
                                    writing that, as of the time of such
                                    distribution, such member is an accredited
                                    investor as that term is defined in Rule 501
                                    of Regulation D under the Securities Act,
                                    and (2) with respect to the Unit transfers,
                                    have executed the Buyer's Partnership
                                    Agreement as limited partners. Each Holder
                                    understands that any certificates evidencing
                                    the Securities will contain appropriate
                                    legends reflecting the requirement that the
                                    Securities not be resold without
                                    registration under such laws or the
                                    availability of an exemption from such


                                    Page 27
<PAGE>

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

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

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

         Section 4.2 Several Liability; Survival of Representations and
Warranties.

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

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


                                    Page 28
<PAGE>

                           Property is limited to $300,000; provided, that the
                           aggregate liability of all Sellers for all damages of
                           any kind related to this Contract or this transaction
                           is limited to and shall not exceed $1,400,000 (Buyer
                           hereby waiving the right to claim damages in excess
                           thereof), except for fraud, and (b) any suit against
                           Seller for damages must be instituted within 2 years
                           and 1 day after Closing or the damages are thereafter
                           barred.

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

         Section 4.3 Knowledge Standard.

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



         Section 4.4 Sellers' Covenants.

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

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

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

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

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

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


                                    Page 29
<PAGE>

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

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

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

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

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

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

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

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

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

                  (o)      Subsequent to the Closing, but at no cost to Seller,
                           Seller agrees to reasonably cooperate with Buyer's
                           independent auditors to provide reasonable and
                           necessary access to financial records required to
                           permit the preparation and audit of financial
                           statements of the Properties for the


                                    Page 30
<PAGE>

                           year 2004 pursuant to applicable SEC regulations.
                           This provision shall survive the Closing.

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

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

                                   ARTICLE 5

                BUYER'S REPRESENTATIONS, WARRANTIES AND COVENANTS

         Section 5.1 Buyer's Representations and Warranties.

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

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

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

                  (c)      There are no attachments, executions, assignments for
                           the benefit of creditors, or voluntary or involuntary
                           proceedings in bankruptcy or under


                                    Page 31
<PAGE>

                           other debtor relief laws contemplated by, pending, or
                           threatened against Buyer.

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

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

                           (i)      is listed on the Lists;

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

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

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

                  (f)      The Units, when issued, will have been duly and
                           validly authorized and issued, free of any preemptive
                           or similar rights, and will be fully paid and
                           nonassessable, without any obligation to restore
                           capital except as required by the Delaware Revised
                           Uniform Limited Partnership Act (the LIMITED
                           PARTNERSHIP ACT). Each Designated Owner shall be
                           admitted as a limited partner of the Buyer as of the
                           Closing Date and shall be entitled to all of the
                           rights and protections of a limited partner under the
                           Limited Partnership Act and the provisions of the
                           Buyer's Partnership Agreement, with the same rights,
                           preferences, and privileges as all other limited
                           partners on a pari passu basis. The Common Stock for
                           which the Units may be redeemed have been validly
                           authorized and will be duly and validly issued, fully
                           paid and nonassessable, free of preemptive or similar
                           rights. As more completely described in the Agreement
                           Regarding Contributed Properties, a copy of which has
                           been attached hereto as


                                    Page 32
<PAGE>

                           EXHIBIT O for purposes of allocating items of income,
                           gain, loss and deduction with respect to the
                           Properties in the manner required by Section 704(c)
                           of the Code (hereinafter defined), the Buyer shall
                           employ, and shall cause any entity controlled by the
                           Buyer which holds title to the Properties to employ,
                           the "traditional method" (with curative allocations
                           on sale) as set forth in Treasury Regulation section
                           1.704-3(c).

         Section 5.2 Buyer's Covenants.

Buyer covenants and agrees:

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

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

                  (c)      that Buyer shall continue to use commercially
                           reasonable and diligent efforts to assume the
                           Existing Loans on terms and conditions reasonably
                           acceptable to Buyer; provided, that Buyer is not
                           required to agree to any material change of any term
                           of any Existing Loans document as a condition to
                           Lenders' approval of the Assumption.

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

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

                  (f)      Buyer will respond timely to all requests from
                           Lenders, but in no event later than 5 business days
                           and will deliver copies of all correspondence


                                    Page 33
<PAGE>


                           (other than correspondence consisting of financial
                           statements and financial condition, or correspondence
                           deemed by Buyer to be confidential to Buyer or its
                           Affiliates) between Buyer, Lenders, and any agent of
                           Lenders to Seller as soon as reasonably practicable.

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

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

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

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

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

         Section 5.3 Investment Representation.

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


                                    Page 34
<PAGE>

                                   ARTICLE 6

                             CLOSING AND PRORATIONS

         Section 6.1 Closing Date.

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

         Section 6.2 Closing Matters.

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

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

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

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


                                    Page 35
<PAGE>

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

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

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

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

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

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

                           (ix)     the following to the extent if they are in
                                    the Partnerships' possession or control:

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

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

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

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


                                    Page 36
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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


                                    Page 37
<PAGE>

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

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

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

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

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

                           (xi)     if Units are issued and if the Units are to
                                    be certificated, certificates representing
                                    the Units duly issued by the Buyer in the
                                    name of each Seller and/or each Designated
                                    Owner, as applicable, as of the Closing Date
                                    representing the Units to which the Seller
                                    and/or Designated Owner is entitled pursuant
                                    to SECTION 1.02 of this Contract;

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

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

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

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

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


                                    Page 38
<PAGE>

         Section 6.3 Prorations.

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

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

                  (c)      All Deposits paid as refundable security for rent,
                           cleaning, pet deposits, or any other purposes will be
                           paid to Buyer at Closing and the obligation, if any,
                           to refund the cash deposits to tenants is assumed by
                           Buyer. Except


                                    Page 39
<PAGE>

                           as provided in SECTION 6.3(d), no non-refundable
                           deposits or fees paid by tenants shall be paid or
                           payable to Buyer.

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

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

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

         Section 6.4 Closing Costs.

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

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

                  (b)      Buyer shall pay (i) any premiums related to title
                           insurance for extended coverage or any endorsements
                           or modifications to any policy requested by Buyer and
                           all premiums related to any mortgagee policy, (ii)
                           the cost of providing the title commitment, (iii) the
                           cost of recording the Deed and any other conveyance
                           documents that Buyer may choose to record, (iv) 50%
                           of any escrow fee or similar charges of Title Company
                           and Closing Agent, (v) the cost of the Survey, (vi)
                           50% of any and all transfer fees and sales,
                           intangibles, and conveyance taxes (or equivalents)
                           related to the Closing, if any, (vii) 50% of all
                           costs payable to the Lenders in connection with
                           Buyer's assumption of the Existing Loans, (viii) 50%
                           of the prepayment premium for the RAIT Loan to cause
                           RAIT to release at Closing any


                                    Page 40
<PAGE>

                           security interests in its collateral relating to
                           Seller or its constituent entities (any escrows held
                           by the Lenders will be returned to Seller or credited
                           to Seller at Closing), (ix) subject to SECTION
                           5.2(i), if the Closing occurs on or prior to December
                           31, 2004, then 50% of the negative arbitrage
                           associated with the RAIT Loan from the Closing Date
                           until the RAIT Loan is prepaid, but Buyer shall not
                           be required to pay in excess of $200,000 in the
                           aggregate with respect to all Interests or Properties
                           purchased, and (x) the costs, if any, incurred by
                           Buyer in connection with the performance of its
                           obligations under this Contract.

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

         Section 6.5 Partnership Matters.

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

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


                                    Page 41
<PAGE>

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

         Section 6.6 Assumption and Release.

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

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

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

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

         Section 6.7 Release Approval.

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

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

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

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

For all federal, state and local income tax purposes:

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


                                    Page 42
<PAGE>

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

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

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

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


                                    Page 43
<PAGE>

(v) the Buyer shall not file or submit any documents relating to the issue
without the prior consent of the Designated Owners which consent shall not be
unreasonably withheld or delayed, provided that the Buyer may make such filing
or submission if required to comply with any deadline imposed by law or other
governmental authority if the Buyer has made commercially reasonably efforts to
obtain such prior consent. At any point in the defense of such issue, in its
sole discretion, the Buyer may upon notice to the Designated Owners elect to
have the Designated Owners conduct the defense of the issue, at the Designated
Owners' expense, and retain similar rights with respect to the defense as those
granted to the Designated Owners in the immediately preceding sentence, provided
that the proviso set forth in clause (ii) of the immediately preceding sentence
shall not apply.

                                   ARTICLE 7

                              DEFAULTS AND REMEDIES

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

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

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

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

A breach of any representation and warranty by a Seller is deemed material for
the purposes of this SECTION 7.1 only if it will cause a material adverse
effect, including without limitation a financial effect on the Real Property and
Improvements of greater than $200,000 for any single Property and one or more
breaches by Seller or Seller's representations and warranties are deemed
material if they will cause a material adverse financial effect greater than
$1,000,000 in the aggregate with respect to any or all of the Properties. Any
breach of any representation and warranty by a Seller that is not material is
deemed waived by Buyer and Buyer and each Seller shall proceed with Closing
without any reduction in the Purchase Price. If Seller can effect a cure at a
cost of $25,000 or less in the aggregate, Seller shall effect the cure.

If Buyer terminates this Contract under this SECTION 7.1, then Closing Agent or
Sellers, as applicable, shall return the Earnest Money and the Letter of Credit
to Buyer and the parties have no further rights, liabilities, or obligations
under this Contract (other than those that expressly survive termination). If
Buyer has actual knowledge of the inaccuracy or breach of any


                                    Page 44
<PAGE>

representation or warranty by any Seller at or prior to Closing and the Closing
occurs, Buyer is deemed to waive the breach of the representation and warranty
in its entirety.

         Section 7.2 Buyer's Remedies.

                  (a)      Sellers Inability to Transfer Partnership Interest or
                           Provide Owner Policy; Condemnation; Major Casualty
                           Damage.

                  If:

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

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

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

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

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

                  (b)      Other Seller Defaults. If (A) any Seller does not
                           timely perform its obligations under SECTION 6.2(a)
                           for any reason other than (i) Buyer's failure to
                           timely perform its obligations under SECTION 6.2(b)
                           or (ii) an act that falls under SECTION 7.2(a) (or
                           the termination of this Contract under


                                    Page 45
<PAGE>

                           any applicable provision of this Contract), or (B)
                           any Seller does not timely perform any of its
                           material obligations under this Contract other than
                           its obligations under SECTION 6.2(a) (for any reason
                           other than the termination of this Contract) under
                           any applicable provision of this Contract and does
                           not cure the default within 10 business days after
                           receipt of written notice of the default from Buyer,
                           then Buyer shall, as its sole and exclusive remedy,
                           waiving all other remedies, either:

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

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

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

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


                                    Page 46
<PAGE>

         Section 7.3 Sellers' Remedies.

                  If:

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

                  (b)      Buyer is otherwise in default in the performance of
                           any of its material obligations under this Contract
                           and does not cure the default within 10 days after
                           receipt of notice of the default from any Seller (but
                           neither Seller is required to give Buyer notice of
                           default in the performance of Buyer's obligations
                           under SECTION 6.2(b) or any other obligation
                           involving the payment of money);

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

                                   ARTICLE 8

                            CASUALTY AND CONDEMNATION

         Section 8.1 Risk of Loss and Notice.

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

         Section 8.2 Minor Casualty.

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


                                    Page 47
<PAGE>

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

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

                  (c)      as between Buyer and Sellers, neither the Partnership
                           nor any Seller has any obligation to repair or
                           restore any damaged or destroyed portions of the Real
                           Property and Improvements.

         Section 8.3 Major Casualty and Condemnation.

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

                  (a)      if a Major Casualty occurs:

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

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

                           (iii)    as between Buyer and Sellers, neither the
                                    Partnership nor any Seller has any
                                    obligation to repair or restore any damaged
                                    or destroyed portions of the Real Property
                                    and Improvements; and

                  (b)      if condemnation proceedings are begun:

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

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


                                    Page 48
<PAGE>

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

                                   ARTICLE 9

                                  MISCELLANEOUS

         Section 9.1 Notices.

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

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

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

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

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

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

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

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


                                    Page 49
<PAGE>

                           With a copy to:

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

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

                           With a copy to:

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

                           With a copy to:

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

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


                                    Page 50
<PAGE>

         Section 9.2 Performance.

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

         Section 9.3 Binding Effect.

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

         Section 9.4 Entire Agreement.

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

         Section 9.5 Assignment.

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

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

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

                  (d)      An AFFILIATE of an entity is any entity that
                           controls, is controlled by, or is under common
                           control with the entity in question. The term CONTROL


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                           means the possession, directly or indirectly, of the
                           power to direct or cause the direction of the
                           management and policies of an entity, whether through
                           the ownership of voting securities or otherwise.

         Section 9.6 Commissions.

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

         Section 9.7 Headings.

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

         Section 9.8 Holidays, Etc.

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

         Section 9.9 Legal Fees.

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

         Section 9.10 Governing Law.

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

         Section 9.11 Severability.

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


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<PAGE>

         Section 9.12 Disclaimers, Waivers, and Releases.

Buyer acknowledges and agrees that:

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


                                    Page 53
<PAGE>

                           SUITABILITY FOR ANY INTENDED USE; (XVII) ANY
                           ENVIRONMENTAL CONDITIONS THAT MAY EXIST ON THE REAL
                           PROPERTY AND IMPROVEMENTS, INCLUDING, WITHOUT
                           LIMITATION, THE EXISTENCE OR NON-EXISTENCE OF
                           PETROLEUM PRODUCTS, PETROLEUM RELATED PRODUCTS, FUNGI
                           OF ALL FORMS AND TYPES, "HAZARDOUS SUBSTANCES,"
                           "HAZARDOUS MATERIALS," "TOXIC SUBSTANCES," OR "SOLID
                           WASTES" AS THOSE TERMS (WHICH ARE COLLECTIVELY
                           REFERRED TO IN THIS CONTRACT AS "HAZARDOUS
                           MATERIALS") ARE DEFINED IN THE COMPREHENSIVE
                           ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT
                           OF 1980, AS AMENDED BY SUPERFUND AMENDMENTS AND
                           REAUTHORIZATION ACT OF 1986, THE RESOURCE
                           CONSERVATION AND RECOVERY ACT OF 1976 ("RCRA"), AND
                           THE HAZARDOUS MATERIALS TRANSPORTATION ACT, AND STATE
                           ENVIRONMENTAL LAWS, AND IN THE REGULATIONS
                           PROMULGATED PURSUANT TO THOSE LAWS, ALL AS AMENDED
                           (COLLECTIVELY, THE "HAZARDOUS WASTE LAWS") AND BUYER
                           RELEASES AND WAIVES ANY CLAIMS OR CAUSES OF ACTION
                           AGAINST EACH SELLER, EACH SELLER'S AGENTS AND EACH
                           SELLER'S AFFILIATES BASED IN WHOLE OR IN PART ON ANY
                           VIOLATION OF, OR ARISING WITH RESPECT TO, ANY
                           FEDERAL, STATE, OR LOCAL STATUTE, ORDINANCE, RULE, OR
                           REGULATION RELATING THERETO; AND (XVIII) THE
                           FINANCIAL EARNING CAPACITY OR HISTORY OR EXPENSE
                           HISTORY OF THE OPERATION OF THE REAL PROPERTY AND
                           IMPROVEMENTS.

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

                  (c)      BUYER REPRESENTS AND WARRANTS TO EACH SELLER THAT
                           BUYER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION
                           OF THE PROPERTY (AND


                                    Page 54
<PAGE>

                           OTHER PARCELS IN PROXIMITY THERETO) WILL BE ADEQUATE
                           TO ENABLE BUYER TO MAKE BUYER'S OWN DETERMINATION
                           WITH RESPECT TO THE ACQUISITION OR NON-ACQUISITION OF
                           THE INTERESTS AND THE PRESENCE OR DISPOSAL ON OR
                           BENEATH THE REAL PROPERTY AND IMPROVEMENTS (AND OTHER
                           PARCELS IN PROXIMITY THERETO) OF HAZARDOUS MATERIALS.
                           BUYER ACCEPTS THE RISK OF THE PRESENCE OR DISPOSAL OF
                           HAZARDOUS MATERIALS ON OR NEAR THE REAL PROPERTY AND
                           IMPROVEMENTS.

                  (d)      NO REPRESENTATIONS HAVE BEEN MADE BY ANY SELLER, ANY
                           SELLER AFFILIATE, OR ANY OF THEIR RESPECTIVE AGENTS,
                           BROKERS, OR EMPLOYEES, AND BUYER HAS NOT RELIED ON
                           ANY INFORMATION SUPPLIED BY ANY SELLER OR THE
                           PARTNERSHIP IN ENTERING INTO, CONTINUING THE
                           EFFECTIVENESS OF, OR CLOSING UNDER THIS CONTRACT
                           OTHER THAN SELLERS' REPRESENTATIONS AND WARRANTIES
                           SPECIFIED IN SECTION 4.1. WITHOUT LIMITING THE
                           GENERALITY OF THE FOREGOING, BUYER ACKNOWLEDGES,
                           WARRANTS, AND REPRESENTS TO EACH SELLER THAT NO
                           SELLER NOR ANY SELLER AFFILIATE, OR ANY OF THEIR
                           RESPECTIVE AGENTS, BROKERS, OR EMPLOYEES HAS MADE ANY
                           REPRESENTATION OR STATEMENT TO BUYER CONCERNING THE
                           VALUE OF INTERESTS OR THE PROPERTY'S INVESTMENT
                           POTENTIAL OR RESALE AT ANY FUTURE DATE, AT A PROFIT
                           OR OTHERWISE, NOR HAS ANY SELLER OR ANY SELLER
                           AFFILIATE OR ANY OF THEIR RESPECTIVE AGENTS, BROKERS,
                           OR EMPLOYEES RENDERED ANY ADVICE OR EXPRESSED ANY
                           OPINION TO BUYER REGARDING ANY INCOME TAX
                           CONSEQUENCES OF OWNERSHIP OF THE INTERESTS OR THE
                           PROPERTY.

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


                                    Page 55
<PAGE>

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

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

         Section 9.13 Rule of Construction.

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

         Section 9.14 Effective Date.

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

         Section 9.15 Independent Contract Consideration.

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


                                    Page 56
<PAGE>

         Section 9.16 Counterparts and Facsimile Signatures.

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

         Section 9.17 No Recording.

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

         Section 9.18 Further Acts.

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

         Section 9.19 Waiver of Jury Trial.

                  (a)      If a claim (whether based on contract, statute,
                           regulation, or otherwise) between Seller and Buyer
                           arising out of or relating to this Contract
                           (including, without limitation, the construction,
                           validity, interpretation, termination, enforceability
                           or alleged breach or threatened breach of the
                           provisions contained in this Contract) (defined for
                           the purposes of this SECTION 9.19 only, DISPUTE)
                           cannot be resolved informally, then the parties, if
                           requested in writing by either party, shall each
                           appoint a corporate representative (with authority to
                           make decisions) to meet in a good faith effort to
                           attempt to resolve such Dispute. If such meeting is
                           requested, the meeting shall occur within 10 business
                           days after the request for such meeting. If the
                           corporate representatives of the parties are unable
                           to resolve the Dispute within 20 days after the
                           meeting, the Dispute shall be resolved by binding
                           arbitration pursuant to SECTION 9.19(b).

                  (b)      Any Dispute (including, without limitation, any
                           dispute over arbitrability or jurisdiction) not
                           settled under SECTION 9.19(a) shall be, upon demand
                           of a party to such Dispute, resolved by arbitration
                           held in Dallas, Texas, administered by the AAA and,
                           except as modified by this SECTION 9.19(b), governed
                           by the Commercial Arbitration Rules and Mediation
                           Procedures of the AAA (AAA RULES). The law applicable
                           to the arbitration process


                                    Page 57
<PAGE>

                           and procedure, including the administration and
                           enforcement thereof, shall be the Federal Arbitration
                           Act (9 U.S.C. Sections 1 et seq.), as amended. The
                           parties to the Dispute shall be entitled to engage in
                           reasonable discovery, including the right to
                           production of relevant documents by the opposing
                           party or parties and the right to take depositions
                           reasonably limited in number, time and place;
                           provided that in no event shall any party to the
                           Dispute be entitled to refuse to produce relevant and
                           non-privileged documents or copies thereof requested
                           by any other party to the Dispute within the time
                           limit set and to the extent required by order of the
                           arbitrator(s). The arbitrator(s) shall determine the
                           rights and obligations of the parties to the Dispute
                           according to the terms and provisions of this
                           Contract and the governing law specified in SECTION
                           9.10 of this Contract to the extent not inconsistent
                           with the Federal Arbitration Act. The arbitrator(s)
                           shall hear and determine any preliminary issue of law
                           asserted by any party to the Dispute to be
                           dispositive of any claim or defense, in whole or in
                           part, in the manner that a court would hear and
                           dispose of a motion to dismiss for failure to state a
                           claim or for summary judgment, pursuant to such terms
                           and procedures as the arbitrator(s) deem appropriate.
                           Any award by the arbitrator(s), whether preliminary
                           or final, shall be in writing, signed by each
                           arbitrator, and specify the reasons for the award,
                           including specific findings of fact and law. An
                           arbitration award rendered in any such proceeding
                           shall be final, binding, and non-appealable, and may
                           be modified or vacated only on the grounds provided
                           by the Federal Arbitration Act. A judgment on the
                           arbitration award may be entered in any court having
                           competent jurisdiction. The arbitrators shall be
                           divested of any power to award damages in the nature
                           of punitive, exemplary, or consequential damages.
                           With respect to a Dispute or Disputes in which the
                           aggregate amount of claims or amounts in controversy
                           do not exceed $100,000, a single arbitrator will be
                           impaneled, who will have authority to render a
                           maximum award of $100,000, including all damages of
                           any kind and costs, fees, interest, and the like.
                           With respect to a Dispute or Disputes in which the
                           aggregate amount of claims or amounts in controversy
                           exceed $100,000, the Dispute(s) will be decided by a
                           majority vote of three arbitrators.


                                    Page 58
<PAGE>

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

         Section 9.20 Exchange.

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

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

                  -        the Closing Date is not delayed;

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

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

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

         Section 9.21 Related Property.

Buyer has entered into a Contract of Sale/Contribution (the ASSET SALE CONTRACT)
with JEFFERSON COMMONS - TUCSON PHASE II LIMITED PARTNERSHIP and JEFFERSON
COMMONS - COLUMBIA, L.P., and a Contract of Sale (the (CASH CONTRACT) with
JEFFERSON COMMONS - LAWRENCE, L.P., and JEFFERSON COMMONS - WABASH, L.P.
concerning Buyer's acquisition of real property therein described. If the Asset
Sale Contract or the Cash Contract is terminated, either Seller or Buyer may
terminate this Contract by written notice delivered to the other within 10 days
after termination of the respective Contract. Additionally, if Buyer fails to
deposit the Earnest Money hereunder or under the Asset Sale Contract or the Cash
Contract as required herein or therein, Sellers may terminate this Contract


                                    Page 59
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and both the Asset Sale Contract and the Cash Contract by written notice
delivered to Buyer within 3 days after Buyer's failure to timely deliver either
Earnest Money. If this Contract is terminated under this Section, the Closing
Agent shall deliver the Earnest Money as provided in this Contract as though the
reason for such termination under the Partnership Sale Contract and the Cash
Contract also occurred under this Contract and the parties shall thereafter have
no further rights, liabilities, or obligations under this Contract, the Asset
Sale Contract or the Cash Contract except for matters which expressly survive
termination. Seller's rights under this Section survive termination of this
Contract. The intent of the parties is that this Contract, the Asset Sale
Contract and the Cash Contract be cross defaulted.

         Section 9.22 Confidentiality.

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



                                    Page 60
<PAGE>

Buyer, in any manner whatsoever or use the information gathered by Buyer or sent
by Seller to Buyer in a manner which will (a) harm or tend to harm Seller, or
(b) provide Buyer with an advantage in dealing with third parties in competition
with Seller or any Seller Affiliate.


                            [SIGNATURE PAGE FOLLOWS.]




                                    Page 61
<PAGE>


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

                                   JPI-CG MEZZ LLC, a Delaware limited liability
                                   company


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

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

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


                                   JPI-MC MEZZ LLC, a Delaware limited liability
                                   company


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

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

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


                                   JPI Genpar Realty LLC, a Delaware limited
                                   liability company


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

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

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


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

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

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


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

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

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



                                    Page 62
<PAGE>




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

                                    BUYER

                                    EDUCATION REALTY OPERATING
                                    PARTNERSHIP, LP, a Delaware limited
                                    partnership

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


                                           By: /s/ Paul O. Bower
                                              ---------------------------------

                                           Name: Paul O. Bower
                                                -------------------------------

                                           Title: President
                                                 -------------------------------

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


                                    Page 63
<PAGE>


                                    The undersigned executes this Contract
                                    solely for the purpose of the
                                    representations and warranties to Buyer
                                    regarding securities law matters set forth
                                    in SECTION 4.1(oo) and the confidentiality
                                    covenants to Buyer set forth in SECTION 9.22

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

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


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

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

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


                                    Page 64
<PAGE>

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

                                           CHICAGO TITLE INSURANCE COMPANY


                                           By:
                                                 ------------------------------

                                                 Name:
                                                        ------------------------

                                                 Title:
                                                         -----------------------
                                                 Date:
                                                       -------------------------




                                    Page 65
<PAGE>




                                   EXHIBIT A-1

                       LEGAL DESCRIPTION OF REAL PROPERTY
                         LOCATED IN LEON COUNTY, FLORIDA





<PAGE>


                                   EXHIBIT A-2

                       LEGAL DESCRIPTION OF REAL PROPERTY
                      LOCATED IN KALAMAZOO COUNTY, MICHIGAN






<PAGE>


                                   EXHIBIT A-3

                       LEGAL DESCRIPTION OF REAL PROPERTY
                     LOCATED IN CENTRE COUNTY, PENNSYLVANIA






<PAGE>


                                   EXHIBIT A-4

                       LEGAL DESCRIPTION OF REAL PROPERTY
                        LOCATED IN PAYNE COUNTY, OKLAHOMA


<PAGE>
                                   EXHIBIT A-5

                       LEGAL DESCRIPTION OF REAL PROPERTY
                         LOCATED IN LEON COUNTY, FLORIDA





<PAGE>

                                   EXHIBIT A-6

                       LEGAL DESCRIPTION OF REAL PROPERTY
                     LOCATED IN HILLSBOROUGH COUNTY, FLORIDA


<PAGE>


                                   EXHIBIT A-7

                       LEGAL DESCRIPTION OF REAL PROPERTY
                        LOCATED IN ORANGE COUNTY, FLORIDA


<PAGE>

                                   EXHIBIT A-8

                       LEGAL DESCRIPTION OF REAL PROPERTY
                        LOCATED IN LUBBOCK COUNTY, TEXAS


<PAGE>



                                   EXHIBIT A-9

                       LEGAL DESCRIPTION OF REAL PROPERTY
                        LOCATED IN FRANKLIN COUNTY, OHIO


<PAGE>



                                  EXHIBIT A-10

                       LEGAL DESCRIPTION OF REAL PROPERTY
                        LOCATED IN KNOX COUNTY, TENNESSEE


<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

                            DELIVERED LOAN DOCUMENTS

<PAGE>


                                    EXHIBIT H

                                     SURVEYS

<PAGE>


                                    EXHIBIT I

                         OTHER CONTRACTS FOR DEVELOPMENT

<PAGE>


                                    EXHIBIT J

                           DECLARATION OF RESTRICTION
<PAGE>


                                    EXHIBIT K

                                   LITIGATION

<PAGE>


                                    EXHIBIT L

                      NOTICES FROM GOVERNMENTAL AUTHORITIES

<PAGE>


                                    EXHIBIT M

                          BUYER'S PARTNERSHIP AGREEMENT


<PAGE>


                                    EXHIBIT N

                          SELLER KNOWLEDGE INDIVIDUALS

<PAGE>


                                    EXHIBIT O


                   AGREEMENT REGARDING CONTRIBUTED PROPERTIES

<PAGE>

                                    EXHIBIT P


                           LIQUIDITY OF LOAN DOCUMENTS

<PAGE>

                                    EXHIBIT Q

                             ASSIGNMENT OF INTERESTS

                         JEFFERSON AT _________________

<PAGE>

                                    EXHIBIT R

                       ASSIGNMENT OF PARTNERSHIP INTERESTS


                 JEFFERSON LOFTS AT ORLANDO LIMITED PARTNERSHIP


<PAGE>


                                    EXHIBIT S

                  NON-EXCLUSIVE SERVICE MARK LICENSE AGREEMENT

<PAGE>


                                    EXHIBIT T

                                  LEGAL OPINION
<PAGE>


                                    EXHIBIT U

                              INTENTIONALLY OMITTED

<PAGE>


                                    EXHIBIT V

                                WARRANT AGREEMENT
<PAGE>


                                    EXHIBIT W

                          REGISTRATION RIGHTS AGREEMENT