CONTROLLED EQUITY OFFERING(SM)



                                 SALES AGREEMENT



                                                                    May 12, 2005



CANTOR FITZGERALD & CO.

110 E. 59th Street

New York, NY 10022



Ladies and Gentlemen:



      AMLI RESIDENTIAL PROPERTIES TRUST, a Maryland statutory real estate

investment trust (the "COMPANY") and AMLI Residential Properties, L.P., a

Delaware limited partnership (the "OPERATING PARTNERSHIP"), confirm their

agreement (this "AGREEMENT") with Cantor Fitzgerald & Co. ("CF&CO"), as follows:



   1. Issuance and Sale of Shares. The Company agrees that, from time to time

during the term of this Agreement, on the terms and subject to the conditions

set forth herein, it may issue and sell through CF&Co, acting as agent and/or

principal, up to ONE MILLION (1,000,000) of the Company's common shares of

beneficial interest, par value $0.01 per share (the "COMMON SHARES" or the

"SHARES"); provided, however, that, in no event shall the aggregate market value

of the Common Shares registered pursuant to the Registration Statement (as

defined below) sold in an "at the market" offering (as defined in Section 3

below) hereunder or any other similar arrangement exceed $69,520,040.

Notwithstanding anything to the contrary contained herein, the parties hereto

agree that compliance with the limitations set forth in this Section 1 on the

number and aggregate market value of Shares issued and sold under this Agreement

shall be the sole responsibility of the Company, and CF&Co shall have no

obligation in connection with such compliance. The issuance and sale of Shares

through CF&Co will be effected pursuant to the Registration Statement (as

defined below) filed by the Company and declared effective by the Securities and

Exchange Commission (the "COMMISSION").



The Company has filed, in accordance with the provisions of the Securities Act

of 1933, as amended, and the rules and regulations thereunder (collectively, the

"SECURITIES ACT"), with the Commission a registration statement on Form S-3

(File No. 333-123966), including a base prospectus, with respect to the Shares

and other securities of the Company, and which incorporates by reference

documents that the Company has filed or will file in accordance with the

provisions of the Securities Exchange Act of 1934, as amended, and the rules and

regulations thereunder (collectively, the "EXCHANGE ACT"). The Company has

prepared a prospectus supplement (the "PROSPECTUS Supplement") to the base

prospectus included as part of such registration statement. The Company will

furnish to CF&Co within three days of the date of this Agreement, for use by

CF&Co, copies of one or more prospectuses included as part of such







registration statement, as supplemented by the Prospectus Supplement, relating

to the Shares. Except where the context otherwise requires, such registration

statement, as amended when it became effective, including all documents filed as

part thereof or incorporated by reference therein, and including any information

contained in a Prospectus (as defined below) subsequently filed with the

Commission pursuant to Rule 424(b) under the Securities Act and also including

any other registration statement filed pursuant to Rule 462(b) under the

Securities Act, collectively, are herein called the "REGISTRATION STATEMENT,"

and the base prospectus, including all documents incorporated therein by

reference, included in the Registration Statement, as supplemented by the

Prospectus Supplement, in the form filed by the Company with the Commission

pursuant to Rule 424(b) under the Securities Act is herein called the

"PROSPECTUS." Any reference herein to the Registration Statement, the Prospectus

or any amendment or supplement thereto shall be deemed to refer to and include

the documents incorporated by reference therein, and any reference herein to the

terms "amend," "amendment" or "supplement" with respect to the Registration

Statement or the Prospectus shall be deemed to refer to and include the filing

after the execution hereof of any document with the Commission deemed to be

incorporated by reference therein. For purposes of this Agreement, all

references to the Registration Statement, the Prospectus or to any amendment or

supplement thereto shall be deemed to include any copy filed with the Commission

pursuant to its Electronic Data Gathering Analysis and Retrieval System

("EDGAR").



As described in the Prospectus, the Company owns partnership interests in the

Operating Partnership. The term "SERVICE COMPANIES" includes Amli Management

Company (the "MANAGEMENT COMPANY"), Amli Institutional Advisors, Inc. ("AIA")

and Amli Residential Construction, LLC ("AMRESCON"). Capitalized terms used

herein but not otherwise defined shall have the respective meanings ascribed to

such terms in the Prospectus.



   2. Placements. Each time that the Company wishes to issue and sell Shares

hereunder (each, a "PLACEMENT"), it will notify CF&Co of the proposed terms of

such Placement. If CF&Co wishes to accept such proposed terms (which it may

decline to do for any reason in its sole discretion) or, following discussions

with the Company, wishes to accept amended terms, CF&Co will issue to the

Company a written notice setting forth the terms that CF&Co is willing to

accept, including without limitation the number of Shares ("PLACEMENT SHARES")

to be issued, the manner(s) in which sales are to be made, the date or dates on

which such sales are anticipated to be made, any minimum price below which sales

may not be made, and the capacity in which CF&Co may act in selling Placement

Shares hereunder (as principal, agent or both) (a "PLACEMENT NOTICE"), the form

of which is attached hereto as Schedule 1. The amount of any discount,

commission or other compensation to be paid by the Company to CF&Co shall be

equal to (i) two percent (2.0%) of gross proceeds of the sale of the first

150,000 Placement Shares issued and sold hereunder in any calendar month and

(ii) three percent (3.0%) of gross proceeds of the sale of any Placement Shares

issued and sold hereunder in excess 150,000 Placement Shares in any calendar

month. The terms set forth in a Placement Notice will not be binding on the

Company or CF&Co unless and until the Company delivers written notice of its

acceptance of all of the terms of such Placement Notice (an "ACCEPTANCE") to

CF&Co; provided, however, that neither the Company nor CF&Co will be bound by

the terms of a Placement Notice unless the Company delivers to CF&Co an

Acceptance with respect thereto prior to 4:30 p.m. (New York time) on the

Business Day (as defined below) following the



                                       2





Business Day on which such Placement Notice is delivered to the Company. Written

notice of Acceptance may be accomplished via verifiable facsimile transmission.

It is expressly acknowledged and agreed that neither the Company nor CF&Co will

have any obligation whatsoever with respect to a Placement or any Placement

Shares unless and until CF&Co delivers a Placement Notice to the Company and the

Company accepts such Placement Notice by means of an Acceptance, and then only

upon the terms specified therein and herein. In the event of a conflict between

the terms of this Agreement and the terms of a Placement Notice, the terms of

the Placement Notice will control.



   3. Sale of Placement Shares by CF&Co. Subject to the terms and conditions

herein set forth, upon the Acceptance of a Placement Notice, and unless the sale

of the Placement Shares described therein has been suspended or otherwise

terminated in accordance with the terms of this Agreement, CF&Co will use its

commercially reasonable efforts consistent with its normal trading and sales

practices to sell such Placement Shares up to the amount specified, and

otherwise in accordance with the terms of such Placement Notice. CF&Co will

provide written confirmation to the Company no later than the opening of the

Trading Day (as defined below) next following the Trading Day on which it has

made sales of Placement Shares hereunder setting forth the number of Placement

Shares sold on such day, the compensation payable by the Company to CF&Co with

respect to such sales, and the Net Proceeds (as defined below) payable to the

Company, with an itemization of deductions made by CF&Co (as set forth in

Section 5(a)) from gross proceeds that it receives from such sales. CF&Co may

sell Placement Shares by any method permitted by law deemed to be an "at the

market" offering as defined in Rule 415 of the Securities Act, including without

limitation sales made directly on the New York Stock Exchange (the "EXCHANGE"),

on any other existing trading market for the Common Shares or to or through a

market maker or through an electronic communications network. CF&Co may also

sell Placement Shares in privately negotiated transactions. The Company

acknowledges and agrees that (i) there can be no assurance that CF&Co will be

successful in selling Placement Shares, and (ii) CF&Co will incur no liability

or obligation to the Company or any other person or entity if it does not sell

Placement Shares for any reason other than a failure by CF&Co to use its

commercially reasonable efforts consistent with its normal trading and sales

practices to sell such Placement Shares as required under this Section 3. For

the purposes hereof, "TRADING DAY" means any day on which Common Shares are

purchased and sold on the principal market on which the Common Shares are listed

or quoted.



   4. Suspension of Sales.



      (a) The Company or CF&Co may, upon notice to the other party in writing

(including by email correspondence if receipt of such correspondence is actually

acknowledged by the party to whom the notice is sent, other than via auto-reply)

or by telephone (confirmed immediately by verifiable facsimile transmission),

suspend any sale of Placement Shares; provided, however, that such suspension

shall not affect or impair either party's obligations with respect to any

Placement Shares sold hereunder prior to the receipt of such notice. Each of the

Parties agrees that no such notice shall be effective against the other unless

it is made to one of the individuals named on Schedule 2 hereto, as such

Schedule may be amended from time to time.



      (b) If any party has reason to believe that the exemptive provisions set

forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied

with respect to the Shares, it shall promptly notify the other party and sales

of Placement Shares under this Agreement and



                                       3





any Placement Agreement shall be suspended until that or other exemptive

provisions have been satisfied in the judgment of each party.



   5. Settlement.



      (a) Settlement of Placement Shares. Unless otherwise specified in the

applicable Placement Notice, settlement for sales of Placement Shares will occur

on the third (3rd) Business Day (or such other day as is industry practice for

regular-way trading) following the date on which such sales are made (each, a

"SETTLEMENT DATE"). The amount of proceeds to be delivered to the Company on a

Settlement Date against the receipt of the Placement Shares sold ("NET

PROCEEDS") will be equal to the aggregate sales price at which such Placement

Shares were sold, after deduction for (i) CF&Co's commission, discount or other

compensation for such sales payable by the Company pursuant to Section 2 hereof,

(ii) any other amounts due and payable by the Company to CF&Co hereunder

pursuant to Section 7(g) hereof, and (iii) any transaction fees imposed by any

governmental or self-regulatory organization in respect of such sales.



      (b) Delivery of Shares. On or before each Settlement Date, the Company

will, or will cause its transfer agent to, electronically transfer the Placement

Shares being sold by crediting CF&Co's or its designee's (provided CF&Co shall

have given the Company written notice of such designee prior to the Settlement

Date) account at The Depository Trust Company through its Deposit and Withdrawal

at Custodian System or by such other means of delivery as may be mutually agreed

upon by the parties hereto and, upon receipt of such Placement Shares, which in

all cases shall be freely tradable, transferable, registered shares in good

deliverable form, CF&Co will deliver the related Net Proceeds in same day funds

delivered to an account designated by the Company prior to the Settlement Date.

If the Company defaults in its obligation to deliver Placement Shares on a

Settlement Date, the Company agrees that in addition to and in no way limiting

the rights and obligations set forth in Section 9(a) hereto, it will (i) hold

CF&Co harmless against any loss, claim, damage, or expense (including reasonable

legal fees and expenses), as incurred, arising out of or in connection with such

default by the Company and (ii) pay to CF&Co any commission, discount, or other

compensation to which it would otherwise have been entitled absent such default.



   6. Representations and Warranties of the Company. Each of the Company and the

Operating Partnership jointly and severally represents and warrants to, and

agrees with, CF&Co that as of the date of this Agreement and as of each

Representation Date (as defined in Section 7(m) below) on which a certificate is

required to be delivered pursuant to Section 7(m) of this Agreement, as the case

may be:



      (a) The Company meets the requirements for use of Form S-3 under the

Securities Act. The Registration Statement has been filed with the Commission

and has been declared effective under the Securities Act. The Registration

Statement has named CF&Co as an underwriter, acting as principal and/or agent

that the Company might engage in the section entitled "Plan of Distribution".

The Company has not received, and has no notice of, any order of the Commission

preventing or suspending the use of the Registration Statement, or threatening

or instituting proceedings for that purpose. Any statutes, regulations,

contracts or other documents that are required to be described in the

Registration Statement or the Prospectus or to be filed as exhibits to the

Registration Statement have been so described or filed. The Prospectus

Supplement has been or will be so prepared and will be filed pursuant to Rule

424(b) of the



                                       4





Securities Act. Copies of the Registration Statement, the Prospectus, and any

such amendments or supplements and all documents incorporated by reference

therein that were filed with the Commission on or prior to the date of this

Agreement have been delivered, or made available, to CF&Co and their counsel.

The Company has not distributed and will not distribute any offering material in

connection with the offering or sale of the Placement Shares other than the

Registration Statement and the Prospectus. The Common Shares are currently

listed on the Exchange under the trading symbol "AML".



      (b) Each part of the Registration Statement, when such part became or

becomes effective or was or is filed with the Commission, and the Prospectus,

and any amendment or supplement thereto, on the date of filing thereof with the

Commission and at each Settlement Date, conformed or will conform in all

material respects with the requirements of the Securities Act. Each part of the

Registration Statement, when such part became or becomes effective or was or is

filed with the Commission, did not, or will not, contain an untrue statement of

a material fact or omit to state a material fact required to be stated therein

or necessary to make the statements therein not misleading. The Prospectus and

any amendment or supplement thereto, on the date of filing thereof with the

Commission and at each Settlement Date, did not or will not include an untrue

statement of a material fact or omit to state a material fact necessary to make

the statements therein, in the light of the circumstances under which they were

made, not misleading, except that the foregoing shall not apply to statements

in, or omissions from, any such document made in reliance upon, and in

conformity with, written information concerning CF&Co that was furnished in

writing to the Company by CF&Co specifically for use in the preparation thereof.

There are no contracts or other documents required to be described in the

Prospectus or to be filed or incorporated by reference as exhibits to the

Registration Statement which have not been described or filed or incorporated by

reference as required.



      (c) The documents incorporated by reference in the Registration Statement,

the Prospectus or any amendment or supplement thereto, when they became or

become effective under the Securities Act or were or are filed with the

Commission under the Securities Act or the Exchange Act, as the case may be,

conformed or will conform in all material respects with the requirements of the

Securities Act and the Exchange Act, as applicable.



      (d) The Prospectus delivered to CF&Co for use in connection with the sale

of the Placement Shares pursuant to this Agreement will be identical to the

versions of the Prospectus created to be transmitted to the Commission for

filing via EDGAR, except to the extent permitted by Regulation S-T.



      (e) (i) As described in the Prospectus, the Company is and will be the

sole general partner of, and does and will (before taking into account of any

conversion of outstanding units in the Operating Partnership (the "UNITS") for

Common Shares or exercises of outstanding convertible securities of the Company

or the Operating Partnership during the term of this Agreement) own a

substantial majority of the partnership interests in the Operating Partnership,

(ii) except as described in the Prospectus, the Operating Partnership does and

will directly, indirectly or through co-investment joint ventures own each of

the multi-family apartment communities (the "PROPERTIES") defined in the

Prospectus as "THE COMMUNITIES" (except for Downtown Austin which is subject to

a ground lease (the "GROUND LEASE")), (iii) the Operating Partnership is and

will be the sole general partner (except in the case of co-investment joint

ventures which constitute general partnerships) or managing member of each of

the co-investment



                                       5





joint ventures (the "CO-INVESTMENT JOINT VENTURES") which own the Co-Investment

Communities as described in the Prospectus, (iv) except as may be otherwise set

forth in the Prospectus, the Operating Partnership does and will own (A) 100% of

the capital stock of AIA, (B) 100% of the preferred stock of the Management

Company and (C) 1,000 of the 1,056 outstanding shares of common stock of the

Management Company, and the Management Company does own and will own 100% of the

membership interests in Amrescon and (v) the Operating Partnership does and will

own certain parcels of land described in the Prospectus upon which it intends to

commence development (the "LAND PARCELS"). For purposes of this Agreement, the

Service Companies and the Co-Investment Joint Ventures are collectively referred

to as the "SUBSIDIARIES."



      (f) The Company has been duly formed and is validly existing as a real

estate investment trust in good standing under the laws of the State of

Maryland, has the power and authority to own its property and to conduct its

business as described in the Prospectus and is duly qualified to do business and

is in good standing as a foreign corporation in each jurisdiction in which its

ownership or leasing of property or assets or the conduct of its business

requires such qualification, except where the failure to so qualify would not

have a material adverse effect on the business, assets, properties, prospects,

financial condition, or results of operations of the Company, the Operating

Partnership, and the Subsidiaries taken as a whole (a "MATERIAL ADVERSE EFFECT")

and has full trust power and authority necessary to own, hold, lease and/or

operate its assets and properties, to conduct the business in which it is

engaged and as described in the Registration Statement and the Prospectus and to

enter into and perform its obligations under this Agreement and to consummate

the transactions contemplated hereby, and the Company is in compliance in all

material respects with the laws, orders, rules, regulations and directives

issued or administered by any jurisdictions in which it owns or leases property

or conducts business.



      (g) Each of the Service Companies has been duly incorporated, is validly

existing as a corporation or limited liability company in good standing under

the laws of the jurisdiction of its incorporation, has the corporate or limited

liability company power and authority to own its property and to conduct its

business as described in the Prospectus and is duly qualified to transact

business and is in good standing in each jurisdiction in which the conduct of

its business or its ownership or leasing of property requires such

qualification, except to the extent that the failure to be so qualified or be in

good standing would not have a Material Adverse Effect. All of the issued shares

of capital stock of each of AIA and the Management Company have been duly and

validly authorized and issued, are fully paid and non-assessable, free and clear

of all liens, encumbrances, equities or claims.



      (h) The Operating Partnership has been duly formed and is validly existing

as a limited partnership in good standing under the laws of the jurisdiction of

its formation, has the partnership power and authority to own its property and

to conduct its business as described in the Prospectus and is duly qualified to

transact business and is in good standing in each jurisdiction in which the

conduct of its business or its ownership or leasing of property requires such

qualification, except to the extent that the failure to be so qualified or be in

good standing would not have a Material Adverse Effect. The Operating

Partnership and the other subsidiaries identified in the Registration Statement

are the only subsidiaries of the Company required to be



                                       6





identified as such in the Company's Annual Report on Form 10-K pursuant to Item

601 of Regulation S-K.



      (i) Each Co-Investment Joint Venture has been duly formed and is validly

existing as a limited or general partnership or limited liability company, as

the case may be, in good standing (in the case of each limited partnership or

limited liability company) under the laws of the jurisdiction of its formation,

has the partnership power and authority to own its property and to conduct its

business as described in the Prospectus and is duly qualified to transact

business and is in good standing in each jurisdiction in which the conduct of

its business or its ownership or leasing of property requires such

qualification, except to the extent that the failure to be so qualified or be in

good standing would not have a Material Adverse Effect. As of the Closing Date

or any Option Closing Date, as applicable, all of the partnership or limited

liability company interests of each Co-Investment Joint Venture will be duly

authorized for issuance and validly issued and fully paid, in each case free and

clear of any security interest, mortgage, pledge, lien, encumbrance, claim or

equity. Each partnership agreement relating to a Co-Investment Joint Venture is

in full force and effect.



      (j) This Agreement has been duly authorized, executed and delivered by the

Company and the Operating Partnership.



      (k) The execution and delivery by the Company and the Operating

Partnership of, and the performance by each of the Company and the Operating

Partnership of its obligations under, this Agreement will not contravene any

provision of applicable law or the declaration of trust or by-laws of the

Company or the partnership agreement of the Operating Partnership or any

agreement or other instrument binding upon the Company, the Operating

Partnership and the Subsidiaries that is material to the Company, the Operating

Partnership and the Subsidiaries, taken as a whole, or any judgment, order or

decree of any governmental body, agency or court having jurisdiction over the

Company, the Operating Partnership or any Subsidiary, and no consent, approval,

authorization or order of, or qualification with, any governmental body or

agency is required for the performance by either of the Company or the Operating

Partnership of its obligations under this Agreement, except such as may be

required by the securities or Blue Sky laws of the various states in connection

with the offer and sale of the Shares.



      (l) There has not occurred any material adverse change, or any development

involving a prospective material adverse change, in the condition, financial or

otherwise, or in the earnings, business or operations of the Company, the

Operating Partnership and the Subsidiaries, taken as a whole, from that set

forth in the Prospectus.



      (m) As of December 31, 2004, the Company had an authorized, issued and

outstanding capitalization as set forth in its statements of financial condition

included in the Company's most recent Annual Report on Form 10-K. All of the

issued and outstanding shares of beneficial interest of the Company have been

duly and validly authorized and issued and are fully paid and nonassessable,

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