AGREEMENT OF PURCHASE AND SALE

AGREEMENT OF PURCHASE AND SALE

THIS AGREEMENT OF PURCHASE AND SALE (“Agreement”) is made and entered into as of the 27th day of July, 2006 (the “Effective Date”), by and between STAFFORD COMMERCE CENTER II, L.L.C., a Virginia limited liability company (“Seller”), and COLUMBIA EQUITY TRUST, INC., a Maryland corporation, or its permitted assigns (collectively, “Purchaser”).

R E C I T A L S:

A. Seller is the fee simple owner of that certain real property located in Stafford County, Virginia consisting of certain improvements (including a two-story office building) known by street address 24 Center Street, Stafford, Virginia, containing approximately 36,873 rentable square feet in the aggregate and approximately 2.73 acres of land, inclusive of the required on-site parking facilities, containing approximately 147 parking spaces, for such improvements pursuant to applicable local law, such real property being more particularly described on Exhibit A attached hereto; and all right, title and interest of Seller, if any, that is appurtenant to the real property described on Exhibit A in and to the following: any land lying in the bed of any existing, dedicated street, road or alley, all strips and gores adjoining thereto and all appurtenances, rights, easements, rights-of-way, covenants, tenements, hereditaments and other rights incident thereto, including, without limitation, any right or option to acquire or benefit from any future easement or right-of-way to the extent that such rights and interests may benefit such real property (collectively, the “Land”), together with all improvements situated thereon and all right, title and interest of Seller in and to all other improvements, driveways, landscaping, paving, walkways, plumbing and heating pipes and fixtures situated thereon that they may benefit such improvements, situated thereon and/or used in connection therewith to the extent that they may benefit such improvements (collectively, the “Improvements”), together with all of Seller’s right, title and interest in and to the Leases identified on Exhibit B attached hereto (the “Leases”), together with, to the extent assignable, any contract rights other than the Leases, any escrow or security deposits, utility agreements, guarantees (if any), licenses, approvals, amounts held in reserve by the holder of the Existing Indebtedness (defined below) with respect to the Improvements; certificates, certificates of occupancy, plans and specifications, logos, permits, warranties or other rights related to the development of, construction of, ownership or, or use and operation of, the real property (all such items being collectively referred to as the “Intangibles”), and all furniture, fixtures and equipment and other items of personal property owned by Seller and located in or on the real property (collectively, the “Personalty”) (the Land and Improvements, together with the Intangibles, Leases and Personalty, being hereinafter sometimes referred to collectively as the “Property”); and

B. Purchaser desires to acquire the Property, and Seller desires to sell the Property, all pursuant to the following terms.

NOW, THEREFORE, for and in consideration of the premises and mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Purchase and Sale. Purchaser agrees to acquire the Property and Seller agrees to sell the Property (including without limitation its interests in the Leases), pursuant to the terms and conditions set forth herein.

2. Purchase Price, Method of Payment, Deposit and Closing Escrow.

2.1 Purchase Price. The purchase price for the Property (including without limitation Seller’s interests in the Leases as aforesaid) shall, subject to the terms of Section 2.4 hereof, be Seven Million Four Hundred Sixty Six Thousand One Hundred Twenty and Zero/100 Dollars ($7,466,120.00) (the “Purchase Price”).

2.2 Method of Payment of Purchase Price. The Purchase Price shall be payable by Purchaser as follows: (i) Purchaser shall, at Purchaser’s option, assume or pay off the outstanding principal and interest owed as of the Closing Date (hereinafter defined) by Seller to Archon Financial, L.P., a Delaware limited partnership, or its assigns (the “Lender”) and secured by the Property, as more particularly described in Section 3.20 below (the “Existing Indebtedness”), and (ii) the balance after application toward the Purchase Price of the outstanding principal and interest due on the Existing Indebtedness as of the Closing Date which is assumed or paid off by Purchaser, as applicable, as described in (i) above, will be paid by wire transfer of immediately available funds, of which the Deposit shall be a part, subject to such prorations and adjustments as are set forth hereinafter and further subject to the terms of Section 2.4 hereof.

2.3 Deposit. Within three (3) Business Days (hereinafter defined) following the Effective Date, Purchaser shall deposit with Commercial Title Group, Inc., located at 8605 Westwood Center Drive, Suite 200, Vienna, Virginia 22182 (“Escrow Agent”) in cash, One Hundred Twenty-five Thousand Dollars ($125,000) (the “Initial Deposit”). If Purchaser elects to proceed with this Agreement beyond the expiration of the Inspection Period (as defined in Article 4 below), no later than three (3) Business Days after the expiration of the Inspection Period, the Purchaser shall deliver to the Escrow Agent the additional sum of One Hundred Twenty Five Thousand Dollars ($125,000) in immediately available funds (the “Additional Deposit”). The Deposit shall be held by the Escrow Agent in an interest bearing escrow account under Purchaser’s tax identification number and shall be released or applied in accordance with the terms of this Agreement. The Initial Deposit and the Additional Deposit, together with all interest earned thereon, are collectively hereinafter referred to as the “Deposit.” The Escrow Agent shall not be liable for any acts or omissions at any time unless caused by the gross negligence or willful malfeasance of the Escrow Agent with respect to the escrow established herein. If a dispute arises between the parties as to the disposition of the Deposit, the Escrow Agent shall: (i) hold the Deposit until the Escrow Agent has received releases signed by all parties to the transaction authorizing disposition of the Deposit, or (ii) hold the Deposit until such time as one of the parties to the transaction files suit and the court in which the suit is filed orders the disbursement of the Deposit, or (iii) deliver such Deposit into the court by filing an Interpleader Action. In the event of any litigation between Seller and Purchaser concerning the Deposit, Escrow Agent’s sole responsibility may be satisfied, at Escrow Agent’s option, by delivering the Deposit into the court in which such litigation is pending, and Purchaser and Seller agree that upon deliverance of such Deposit into court, neither Purchaser nor Seller shall have any further right, claim, demand, or action against the Escrow Agent. In the event any dispute arises under this Agreement between Seller and Purchaser resulting in the Escrow Agent being made a party to any litigation, Seller and Purchaser, jointly and severally, shall indemnify the Escrow Agent for all costs, and reasonable attorneys’ fees and legal expenses incurred by the Escrow Agent as a result thereof, provided that such litigation does not result in a judgment against the Escrow Agent for acting improperly under this Agreement.

2.4 Holdback for Battelle Renewal.

The amount equal to any Economic Benefits Reduction shall be released to Purchaser from the Battelle Holdback Escrow as and for a permanent reduction in the Purchase Price. Any Economic Benefits Reduction will be calculated on a dollar-for-dollar basis. Thus, for example, in the event that Purchaser enters into a renewal transaction with Battelle for the Battelle Space prior to August 31, 2007 (the “Deadline Date”) that provides for a base rent of $21.01 per rentable square foot, while meeting all of the other Proforma Renewal Terms, the Economic Benefits Reduction will equal $.49 per rentable square foot of the Battelle Space for the five (5)-year renewal period, or $81,295.90.

Notwithstanding anything herein to the contrary, if after the Closing but prior to the Deadline Date Purchaser elects to lease less than the entire Battelle Space to a new tenant, with the expectation of leasing the remainder of the Battelle Space to another tenant or tenants, the calculation and payment to Purchaser of the Economic Benefits Reduction payable in connection with such leasing of less than the entire Battelle Space may not occur until the earlier of (x) Purchaser’s completion of its leasing of the entire Battelle Space, or (y) the Deadline Date, and if the Deadline Date occurs at such time as only a portion of the Battelle Space is leased, then an appropriate calculation of the Economic Benefits Reduction shall be made as of the Deadline Date and processed in accordance with the terms of this Section 2.4.

The Battelle Holdback Escrow will terminate on the date (the “Battelle Escrow Termination Date”) which is the earlier of (a) Purchaser entering into a renewal lease with Battelle that is not a Qualified Battelle Renewal or a new lease or leases with one or more new tenants which, in the aggregate, lease the entire Battelle Space, and an amount equal to any Economic Benefits Reduction payable in connection with such Battelle renewal or new lease or leases has been paid to Purchaser from the Battelle Holdback Escrow; (b) Battelle entering into a Qualified Battelle Renewal; or (c) the Deadline Date. For purposes of clarity, it is understood and agreed that the entire amount of the Battelle Escrow Fund shall be released to Purchaser on the Deadline Date, as and for a permanent reduction in the Purchase Price, if Purchaser has not entered into a renewal transaction with Battelle or a new lease with any new tenant for any portion of the Battelle Space prior to the Deadline Date. Notwithstanding the foregoing, in the event that Seller enters into a renewal lease transaction with Battelle, subject to Section 12.2 hereof, prior to the Closing Date, which such renewal lease transaction is not a Qualified Battelle Renewal, the Purchase Price shall be reduced by the Economic Benefits Reduction arising from such renewal lease transaction and there shall be no Battelle Holdback Escrow required. Furthermore, notwithstanding the foregoing, there shall be no Economic Benefits Reduction for any additional allowance of up to Five Dollars ($5.00) per rentable square foot provided to Battelle in connection with a Battelle renewal which is to be reimbursed by Battelle in increased rentals, with interest of at least eight percent (8%) per annum, amortized over the renewal term.

3. Seller’s Representations and Warranties. In order to induce Purchaser to enter into this Agreement and to purchase the Property, Seller makes the following representations and warranties, each of which being true and correct in all material respects as of the date hereof and each of which shall be true and correct in all material respects on the Closing Date.

3.1 Organization and Authority. Seller has full power and authority to enter into this Agreement, to sell the Property to Purchaser and to otherwise perform its obligations hereunder. Seller further represents to Purchaser that the execution, delivery and performance of this Agreement, the fulfillment of and compliance with the terms and provisions hereof and the due consummation of the transactions contemplated hereby have been duly and validly authorized and approved by all requisite organizational action, all of which are in full force and effect. The sale of the Property pursuant to this Agreement (and the consummation of the transactions contemplated herein) shall not violate any law, ordinance, judgment, decree or order to which Seller or the Property is subject. Seller is not a “foreign person” as that term is defined by Section 1445 of the Internal Revenue Code of 1986, as amended. All Related Documents executed by Seller at the Closing (hereinafter defined) will be duly authorized, executed, and delivered by Seller, are or at the Closing will be legal, valid, and binding obligations of Seller, are sufficient to convey title, and do not violate any provisions of any agreement to which Seller is a party or to which it is subject. The term “Related Documents” shall mean any document or instrument executed and/or delivered by Seller in connection with or pursuant to the Closing of the transaction contemplated by this Agreement including, without limitation, the Deed (hereinafter defined), bill of sale, Lease Assignment and Assumption Agreement (hereinafter defined), Loan Assumption Documents (hereinafter defined), assignment and assumption of contracts, and the FIRPTA Certificate (hereinafter defined).

3.2 Encroachments. To Seller’s knowledge, no part of the Improvements encroaches on any other property, and no Improvements violate any setback requirements. To Seller’s knowledge, no structures of any kind encroach on the Property.

3.3 Ownership. Seller is the sole, fee simple owner of the Property, free and clear of liens and encumbrances other than the Permitted Exceptions (defined below) and the liens securing the Existing Indebtedness which shall be assumed or paid off by Purchaser as of the Closing Date.

3.4 Oral Agreements. No oral agreement has been entered into with any person or entity relating to or connected with the ownership, construction, use, operation, maintenance or condition of the Property which would be binding upon Purchaser at or subsequent to the Closing.

3.5 Insurance. Seller has not received any written notice from any insurance company which has issued a policy with respect to the Property requesting performance of any structural or other repairs or alterations to any of the Property which has not been complied with. Seller has not received from any insurance company presently insuring the Property any notice of cancellation of any policy or of a material increase in the current premium of any policy. Seller agrees to keep present coverages in full force and effect, and to pay the premiums thereon, until the date of Closing.

3.6 Building Documents. To the extent not previously provided or made available to Purchaser, Seller shall make available to Purchaser within the two (2) day period from and after the date hereof, for Purchaser’s inspection and photocopying at Seller’s place of business, copies of all documents, instruments, reports, analyses, surveys, inspections and other information in Seller’s possession and relating to the Land and/or the condition or construction of the Improvements and/or the presence of any Hazardous Substances (as herein defined) in or around the Property, together with copies in Seller’s possession of any and all plans, operating statements, rent rolls, Service Contracts (hereinafter defined), engineering or architectural studies or reports and soil or environmental studies or reports; copies in Seller’s possession of any and all agreements, permits (including use and occupancy certificates and building permits) and approvals which the Seller has with any governmental authority pertaining to the Property; copies of the Seller’s existing title policy and all surveys; plats; engineering, mechanical, and architectural data in Seller’s possession relating to the Property, including if available “as-built” surveys and “as-built” site plans (including the current, approved site plan) relating to the Property; copies of all warranties and guaranties of every type in Seller’s possession with respect to the Property; a copy of Seller’s certificate of insurance evidencing insurance coverage on the Property; and a copy of most recent real estate tax bill/assessment for the Property (collectively the “Building Documents”).

3.7 Hazardous Wastes. With respect to the Property (including, without limitation, the soil and ground water underneath the Improvements), no summons, citation, directive, notice or complaint issued by the United States Environmental Protection Agency or other federal, state or local government authority has been received by Seller, its employees or to Seller’s knowledge, its agents, concerning any alleged violations of any environmental laws and regulations or any investigation or request for information relating to the handling, packaging, transportation, treatment, storage or disposal of Hazardous Substances on-site or when transported off-site. To Seller’s knowledge, the Property is in compliance with all laws, regulations, orders, decrees and agreements relating to Hazardous Substances and there are no Hazardous Substances on, at or under the Property as of the date hereof. The term “Hazardous Substances” has the meaning set forth in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. § 9601 et seq.), and all regulations thereunder. For the purposes of this Agreement, the term Hazardous Substances also includes radon, petroleum and petroleum products and asbestos and asbestos products.

3.8 Condemnation. No taking by power of eminent domain or condemnation proceeding has been instituted or, to Seller’s knowledge, threatened for the permanent or temporary taking or condemnation of all or any portion of the Property.

3.9 Litigation. There is no pending or, to Seller’s knowledge, threatened, litigation, proceeding or investigation relating to the Property, Seller’s title thereto, Seller’s right to sell the Property or the zoning or use of the Property.

3.10 Compliance; Notice of Violations. Seller has received no written notice of any violation of any law, rule, regulation, order, requirement, code, ordinance, statute or regulation issued by any government agency, board, commission, authority or other government entity, or any insurance board of underwriters, or of any action in any court or in any government or administrative body on account thereof, against or affecting the zoning, use, development, maintenance, condition or operation of the Property or any part thereof.

3.11 Commitments. Seller has not made, and prior to Closing hereunder shall not make, any commitments to any government authority or agency, utility company, or to any other organization, group or person relating to the Property that would impose on Purchaser or the Property (or any future owner thereof) the obligation to make on or after the Closing any contributions of money, dedication of land or grants of easements, rights-of-way or other things, or to construct, install or maintain any improvements, public or private, on or off the Property.

3.12 Liens. No labor has been performed or materials furnished at the request or direction of Seller that could result in a materialman’s or mechanic’s lien filed against the Property except as shall be fully paid or released prior to Closing. All real estate taxes on the Property which have become due and payable prior to Closing have been or will be paid by Closing.

3.13 Leases. There are no leases, license agreements or other occupancy agreements for the Property binding upon the Purchaser or its successors other than the Leases described on the schedule of leases attached hereto as Exhibit B. The copies of the Leases delivered to Purchaser by or on behalf of Seller prior to the execution of this Agreement are true, accurate and complete in all material respects as of the date hereof, are in full force and effect and none of the Leases has been further modified, amended or extended. None of the Leases shall be further extended, modified or amended prior to Closing without the Purchaser’s consent, which shall not be unreasonably withheld, conditioned or delayed. Neither landlord nor, to Seller’s knowledge any of the tenants, is in default under the Leases, and there are no other obligations of the landlord pertaining to the Property except as expressly set forth in the Leases. To the knowledge of Seller, no controversy, claim, dispute or disagreement exists between the parties to any of the Leases, and no event has occurred which, with the giving of notice or the passage of time, or both, would constitute a default under any of the Leases. The Leases are all in full force and effect. Neither the tenants under the Leases (the “Tenants”) nor any other person, firm or corporation has any right, option or agreement to purchase the Property, including, but not limited to, purchase options or rights of first refusal to purchase the Property or any portion thereof. The security deposits for the Leases are listed on Exhibit B and there are no security deposits or other deposits other than those described on Exhibit B. There are no brokerage, leasing or other commissions payable with respect to the Leases as of the date hereof, and at Closing, there shall be no such commissions payable, whether with respect to the present terms thereunder or any renewals. Except for the tenant build-out work for Battelle offered under the Landlord’s recent response to Battelle’s request for proposal, which is to be paid by Seller under the terms of Section 2.4 above, and except for the funding of moving expenses offered to Garrett Development Corporation in connection with its First Amendment to Deed of Lease dated April, 2006 (the costs of such moving expenses are a Seller obligation that will be credited to Purchaser at Closing), there are no unperformed requirements under the Leases for the Seller to perform or fund the performance of any tenant build-out or improvement work.

3.14 Service Contracts. At Closing, there shall be no service, maintenance, supply, management, leasing contracts or other agreements (“Service Contracts”) except for those Service Contracts shown on Exhibit C attached hereto and made a part hereof that Purchaser does not elect to have terminated by providing Seller with a written notice prior to the expiration of the Inspection Period. In the event that Purchaser provides Seller with a written notice prior to the expiration of the Inspection Period to terminate all or some of the Service Contracts, Seller shall ensure the termination of such Service Contracts effective as of the Closing Date. Seller is not in default under any of the Service Contracts and to its knowledge no other parties to any of the Service Contracts are in default thereunder. Seller will cause the Management Agreement for the Property between the Seller and Garrett Development Corporation and any listing or leasing agreement for the Property to be cancelled effective as of the Closing Date. The copies of the Service Contracts delivered to Purchaser by or on behalf of Seller prior to execution of this Agreement are true, accurate and complete in all material respects as of the date hereof, are in full force and effect and none of them has been further modified, amended or extended.

3.15 Assessments. To Seller’s knowledge, there are no assessments for public improvements or repairs made or pending against the Property (or any component thereof) which remain unpaid, including, without limitation, those for construction of sewer, water, gas and electric lines and mains, streets, roads, sidewalks and curbs and, to Seller’s knowledge, none has been proposed. Seller has provided Purchaser a true and complete copy of the most recent real property tax bills for the Property and true and complete copies of bills for any and all public space rentals, vault rentals and any other public rentals or taxes relating to the use or ownership of the Property (and all components thereof). Seller shall promptly deliver to Purchaser a true and complete copy of any new real property tax assessment received for any component of the Property.

3.16 No Actions. Seller shall not knowingly cause or permit by its agents or employees any action to be taken which would cause any of the representations or warranties contained or incorporated in this Agreement to be untrue as of the Closing Date. Seller agrees to notify Purchaser promptly in writing of any event or condition of which Seller becomes aware which occurs prior to Closing hereunder and which causes a material change in the truth of any of the representations or warranties contained herein.

3.17 Employees. Seller has not entered into any management contracts, employment contracts or labor union contracts and has not established any retirement, health insurance, vacation, pension, profit sharing or other benefit plans relating to the operation or maintenance of the Property (or any component thereof) for which Purchaser shall have any liability or obligation. Neither Seller nor its management agent has any employees at the Property (or any component thereof), other than at-will employees who shall remain the responsibility of Seller or its management agent and as to whom Purchaser shall have no liability or obligation whatsoever. As of the Closing Date, there shall be no employees working at the Property (or any component thereof). Seller shall have paid or caused to be paid to all employees of the Seller or its management agent all salary and any other payments which shall be payable on account of each such employee for such period through Closing Date.

3.18 USTs. To the best of Seller’s knowledge, there are no underground storage tanks located on the Property. Seller has not removed, or caused to be removed, any underground storage tanks from the Property (although one overground storage tank was removed by Seller at the time of development of the Property and/or the Related Properties) and, to the best of Seller’s knowledge, no underground storage tanks were removed from the Property before Seller acquired title to the Property.

3.19 No Termination of Utilities. Seller has not received any written notice of the termination or impairment of the furnishing of services to the Property or any component thereof of water, sewer, gas (if any), electric, telephone, drainage and other such utility services.

3.20 Existing Indebtedness. The documents described on Exhibit D hereto and made a part hereof (the “Loan Documents” and the funds disbursed thereunder, the “Loan”), are the only documents or agreements relating to the Existing Indebtedness to which Purchaser will be bound after the Closing upon an assumption by Purchaser of the Loan. There are no amendments or modifications (written, oral, by course of conduct or otherwise) to the Loan Documents other than as described on Exhibit D.

The original principal amount of the Loan to Seller under the Loan Documents was $3,983,000.00. The current amount of principal outstanding under the Loan Documents is $3,584,168.16. The annual rate of interest throughout the remaining term of the Loan is 7.31%. All payments required to be made under the Loan Documents to date have been made and will be made as of Closing. There are no other fees, expenses or other amounts due to Lender as of the date hereof (other than transfer or assumption fees which may be imposed after the date of execution of this Agreement in connection with the transfer of the Existing Indebtedness to Purchaser or prepayment fees payable in connection with a prepayment of the Loan, which fees shall be payable by Purchaser in accordance with Section 4.5 below).

Neither Seller nor, to the best of Seller’s knowledge, Lender is in default under the Loan Documents. There are no other obligations of the Seller to the Lender except as set forth in writing in the Loan Documents. No controversy, claim, dispute or disagreement exists between the parties to the Loan Documents. No event has occurred which, with the giving of notice or the passage of time, or both, would constitute a default under any of the Loan Documents. The Loan Documents are in full force and effect. There are no reserves held by Lender except as set forth on Exhibit D.

The Loan Documents shall not be further extended, modified or amended prior to Closing.

There is no pending or, to Seller’s knowledge, threatened, litigation, proceeding or investigation relating to the Loan Documents.

3.21 No Other Agreements. Without in any way limiting the generality of the foregoing representation, Seller further represents and warrants to Purchaser that no understanding, agreement (either express or implied), or reasonable expectancy of agreement with respect to sale or other transfer of the Property exists between Seller and any third party.

3.22 Completeness and Accuracy. The documents delivered by Seller to Purchaser pursuant to Section 3.6 above and the other provisions of this Agreement are the material documents in the possession of Seller or its representative and agents relating to the Property and used by Seller in its operation of the Property. The representations and warranties contained in this Agreement do not contain any material untrue statement of fact and do not omit any statement of fact necessary to make the information herein or therein not materially misleading.

3.23 Absence of Bankruptcy. Neither Seller nor, to the best of Seller’s knowledge, any member or manager of Seller has commenced (within the meaning of any Bankruptcy Law) a voluntary case, consented to the entry of an order for relief against it in an involuntary case, or consented to the appointment of a custodian of it or for all or any substantial part of its property, nor has a court of competent jurisdiction entered an order or decree under any Bankruptcy Law that is for relief against Seller or any member or manager of Seller in any involuntary case or appoints a custodian of Seller or any member or manager of Seller or for all or any substantial part of its or their property.

3.24 Zoning. There are no outstanding zoning proffers applicable to the Property or any part thereof. Except for a bond for storm water management in the amount of $13,543 which Seller has been working to remove (the “Storm Water Bond”), all public site improvements required to be performed in connection with the development of the Improvements have been completed and any bond posted to secure the performance of such public site improvements has been released. Seller accepts responsibility for causing the removal of the Storm Water Bond, will use reasonable efforts to cause its removal prior to Closing and will indemnify and hold Seller harmless from any cost or expense related thereto. In the event that Seller is unable to release the Storm Water Bond by Closing, Seller shall be obligated to release same within ninety (90) days after Closing and shall fully indemnify Purchaser from any liability therefore.

3.25 Independence of Property. The Property is an independent unit which does not now rely, and on the Closing Date will not rely, on any facilities (other than the facilities of public utility and water companies and of access from the public roads) located on any property not included in the Property (i) to fulfill any legal requirements, (ii) for structural support, or (iii) for the furnishing to the Improvements of any essential building systems or utilities, including electrical, plumbing, mechanical and heating, ventilating and air conditioning systems. No building or other improvement not included in any part of the Property relies on any part of the Property to fulfill any legal requirements or for structural support or the furnishing to such building or improvement of any essential building systems or utilities. Notwithstanding the foregoing, Purchaser acknowledges the obligations set forth in the Declaration (as defined in Article 8 herein), including without limitation the cross-parking easements described in Section 3.8.

3.26 Utilities. All water, sewer, gas, electricity and other utilities required for the use, occupancy, operation and maintenance of the Improvements are connected thereto and in service, are adequate to serve the normal operation of the Property, are supplied directly to the Property by facilities of public utilities, and the cost of installation and connection of such utilities has been fully paid. All public utilities required for the operation of the Property enter the Property through lands as to which valid public or private easements exist that will inure to the benefit of Purchaser.

The representations and warranties of Seller set forth in this Article 3 shall survive Closing for a period of one (1) year. No claims for a breach of any representation or warranty of Seller shall be actionable or payable unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one (1) year period and an action shall have been commenced by Purchaser against Seller within ninety (90) days after the termination of such one (1) year survival period. As used herein, the term “Cap” shall mean the total aggregate amount of Seven Hundred Fifty Thousand and Zero/100 Dollars ($750,000.00). In no event shall Seller’s aggregate liability to Purchaser under this Agreement and the Related Contracts (hereinafter defined), for breach of any representation or warranty of Seller under Article 3 of this Agreement or Article 3 of the Related Contracts, exceed the amount of the Cap (it being understood, however, that the Cap shall not apply to any liability that Seller may have to Purchaser, whether for breach of a representation or warranty or otherwise, as a result of Seller’s fraud). Net proceeds from the Closing in a minimum amount equal to the Cap shall be placed into escrow with Escrow Agent or, at Seller’s option, with Walker Title Company (“Walker Title”) pursuant to the terms of an escrow agreement in substantially the form attached hereto as Exhibit H until the later of the expiration of the one (1) year survival period or the final resolution of any bona fide claim for which notice is given by Purchaser during such survival period (the “Reps and Warranties Escrow”). In the event that Seller selects Walker Title to act as the escrow agent for the Reps and Warranties Escrow, Seller shall pay any escrow or other fee charged by Walker Title.

4. Inspection; Condition of Property and Title.

4.1 Right of Inspection. Purchaser shall have the right, at its own risk, cost and expense, at any time prior to Closing during normal business hours (i.e., Monday through Friday from 9:00 a.m. to 5:00 p.m. — federal holidays excepted) upon not less than twenty-four (24) hours prior notice to Seller to enter, or cause its agents or representatives to enter, upon the Property for the purpose of making surveys, tests, test borings, inspections, investigations and architectural, structural, economic, environmental and other studies of the Property as Purchaser may deem desirable. Purchaser agrees that it shall obtain Seller’s consent prior to contacting any Tenant or entering or seeking to enter any Tenant’s premises at the Property, such consent not to be unreasonably withheld, conditioned or delayed (but may be conditioned on allowing Seller to monitor any communication and/or accompany Purchaser on any entry into a Tenant’s premises). Seller agrees that it shall reasonably cooperate with Purchaser in connection with any other information regarding the Property reasonably requested by Purchaser and will provide or make available such information during the Inspection Period and at all periods thereafter through the Closing to the extent either in Seller’s possession or control. Purchaser shall, at Purchaser’s sole cost and expense, promptly and fully restore any damage or destruction to the Property occurring as a result of any act or omission of Purchaser by reason of such tests, studies or investigations. Purchaser shall indemnify, defend and hold Seller harmless from and against all loss, cost, damage or claim (including attorneys’ fees reasonably incurred, court costs and costs of investigation) arising out of or resulting from Purchaser’s exercise of the right and privilege granted to Purchaser contained in this Article 4, and the undertakings contained in this Article 4 shall survive closing or prior termination of this Agreement. The obligations of Purchaser under the immediately preceding sentence shall expressly survive any termination of this Agreement. The parties acknowledge that Purchaser may be required to perform a historical audit of the Property in order to comply with Item 3-14 of Regulation S-X promulgated under the Securities Act of 1933 and the Securities Exchange Act of 1934. Seller shall, effective as of the Closing Date, make commercially reasonable efforts to permit Purchaser’s auditors access at that location where Seller customarily maintains its records, upon reasonable advance notice and during normal business hours, to all of the Property’s books and records and the operating statements (certified by an officer of the manager of Seller) and property management balance sheets for the Property for one (1) calendar year prior to the Closing Date and for the period from the end of the prior fiscal year through the Closing Date. To the extent that the originals or copies of same are not otherwise provided by Seller to Purchaser at the Closing, and to the extent that the same are ordinarily maintained by Seller in its normal course of business, such books and records shall include the detail general ledger of profits and loss, accounts receivable records, rent rolls, billing records, accounts payable records, and contracts. Purchaser’s access rights shall commence on the Closing Date and shall continue until the successful completion of the audit and the filing of the 3-14 report with the SEC (hereinafter defined), written notice of which shall be delivered promptly by Purchaser to Seller; provided, however, that Seller’s obligation to provide access to Purchaser as described above shall terminate on the first anniversary of the Closing Date. Notwithstanding anything to the contrary in the foregoing, other than providing the access to Purchaser specified herein, Seller shall not have any liability or responsibility in connection with or in any manner related to, directly or indirectly, any audit required to be made by Purchaser or any compliance required of Purchaser with any Regulation under the Securities Act of 1933 or the Securities Act of 1934.

4.2 Inspection Period. Purchaser’s obligations under this Agreement are subject to Purchaser’s approval of the Property for Purchaser’s intended use and to satisfaction of certain other contingencies more fully described in Article 5 below. Purchaser shall have the period commencing on the date hereof and ending at 5:00 p.m. on August 8, 2006 (the “Inspection Period”) to inspect the Property and to conduct such tests and investigations as it deems advisable in order to determine that the Property can be used for Purchaser’s intended use. If, during the Inspection Period, Purchaser in its sole discretion is not satisfied with the Property for any or no reason whatsoever, Purchaser shall notify Seller in writing (prior to the expiration of the Inspection Period) in which event:

It is expressly recognized and agreed by the parties that if Purchaser fails to notify Seller in writing prior to the end of the Inspection Period that Purchaser elects to terminate this Agreement pursuant to this Section 4.2, then Purchaser shall be deemed to have waived its termination right under this Section 4.2, and, subject to the additional termination right set forth in Section 4.3 below, the satisfaction of certain other contingencies more fully described in Article 5 below and the terms of Article 10 and Section 11.2 below, the entire Deposit shall thereupon be deemed at risk and non-refundable to Purchaser.

4.3 Additional Inspection for Title, Zoning and Survey Only. Purchaser will have the additional right to terminate this Agreement at any time after the last day of the Inspection Period and prior to 5:00 p.m. on August 15, 2006 (the “Extended Review Period”) should Purchaser be dissatisfied with the status of the Property’s zoning compliance, the title commitment and/or the ALTA survey obtained by Purchaser for the Property. If, during the Extended Review Period, Purchaser determines in good faith that a zoning, title and/or survey problem or issue exists which, in Purchaser’s reasonable opinion, materially affects the Property, then Purchaser may notify Seller in writing prior to the expiration of the Extended Review Period that it wishes to terminate this Agreement pursuant to this Section 4.3 (which notice will specify the particular title, zoning and/or survey problem or issue identified by Purchaser), in which event:

It is expressly recognized and agreed by the parties that if Purchaser fails to notify Seller in writing prior to the end of the Extended Review Period that Purchaser elects to terminate this Agreement pursuant to this Section 4.3, then Purchaser shall be deemed to have waived its additional termination right under this Section 4.3, and, subject to the satisfaction of certain other contingencies more fully described in Article 5 below and the terms of Article 10 and Section 11.2 below, the entire Deposit shall thereupon be deemed at risk and non-refundable to Purchaser.

4.4 Title Commitment. Purchaser shall be responsible for obtaining a preliminary title report for the Property after the Effective Date, and shall notify Seller in writing after Purchaser’s receipt thereof whether any items shown on such title report are unacceptable to Purchaser. Seller may, at its sole option, seek to cure any such title defects of which it is notified on or before the expiration of the Extended Review Period. However, any title defects or exceptions shown on Purchaser’s title report which Purchaser does not object to in writing prior to the expiration of the Extended Review Period, or which remain uncured for any reason at the expiration of Extended Review Period (regardless of whether or not Purchaser has objected thereto), shall be deemed waived by Purchaser after the expiration of the Extended Review Period, all such defects or exceptions shall thereafter constitute “Permitted Exceptions” for all purposes of this Agreement. Notwithstanding the foregoing, Seller shall be obligated to remove by Closing, at Seller’s sole cost, any and all monetary liens on or encumbrances to the Property arising from any financing transaction, including without limitation, any mortgages, deeds of trust and financing statements, with the exception of the Existing Indebtedness, without the necessity of Purchaser providing any objection notice.

4.5 Assumption or Repayment of Existing Indebtedness. Purchaser shall provide Seller with written notice prior to the expiration of the Inspection Period of Purchaser’s determination to assume or pay off the Existing Indebtedness. In the event that Purchaser fails to timely provide such written notice to Seller, Purchaser shall be deemed to have elected to assume the Existing Indebtedness. In the event Purchaser elects to assume the Existing Indebtedness, then, Purchaser and Seller shall work actively and in good faith with the Lender to ensure that the Purchaser will be able to timely and satisfactorily assume the Existing Indebtedness at Closing. In such event, Purchaser shall be responsible for the payment of Lender’s one percent (1%) loan assumption fee, the attorney’s fees of Lender’s counsel, and all other reasonable costs and expenses which may be charged by the Lender as a condition of approving the assumption thereof. In the event that Purchaser elects to pay off the Existing Indebtedness, then: (i) the outstanding principal balance of the Existing Indebtedness and any accrued and unpaid interest thereon owed as of the Closing Date shall be paid by Purchaser and credited against the Purchase Price pursuant to Section 2.2 above, but any cost of such repayment (e.g., costs of defeasance, yield maintenance premiums, Lender’s fees and charges, etc.) charged by Lender or incurred by Purchaser in connection with such repayment shall be bourn by Purchaser and not applied against the Purchase Price at Closing, and (ii) if there is a credit on the loan payoff statement for reserves or escrows held by Lender for the use or benefit of Seller which reduces the amount required to be paid by Purchaser to repay the Existing Indebtedness, then such reduction amount shall be credited to Seller at Closing.

Notwithstanding anything in this Agreement to the contrary, if Purchaser has elected to assume the Existing Indebtedness, either party may terminate this Agreement by written notice to the other at any time prior to the Closing Deadline (in which event the Deposit shall be returned to Purchaser and neither party shall have any further obligations or liabilities to the other, subject only to the obligations of the Purchaser under Section 4.1 above), and such termination shall not be a default of the terminating party nor a willful failure by the terminating party to settle hereunder, in the event that: (i) the Lender refuses to permit the assumption of the Loan by the Purchaser, or is not ready to close on the assumption of the Loan by the Closing Deadline, for reasons unrelated to the terminating party’s failure to cooperate actively and in good faith with the Lender or to comply with any commercially reasonable requirements of the Lender not inconsistent with this Agreement in connection with the Loan assumption, or (ii) the Lender imposes commercially unreasonable requirements on the terminating party as a condition to permitting the assumption of the Loan.

5. Conditions Precedent to Closing

5.1 Purchaser’s Conditions Precedent to Closing. It shall be a condition precedent to Purchaser’s obligation to make a full settlement hereunder that each and every one of the following conditions shall exist on the Closing Date:

5.2 Concurrent Closings. Concurrent with execution of this Agreement, Stafford Commerce Center, L.L.C., Stafford Commerce Center III, L.L.C., and Stafford Commerce Center IV, L.L.C., each Virginia limited liability companies (the “Related Sellers”) controlled by the same individuals as Seller, and Purchaser have entered into those certain other Agreements of Sale and Purchase (the “Related Contracts”) for the properties known as Stafford Commerce Center Building I, with a street address of 25 Center Street, Stafford, Virginia (“Stafford Commerce Center I”), Stafford Commerce Center Building III, with a street address of 16 Center Street, Stafford, Virginia (“Stafford Commerce Center III”) and Stafford Commerce Center Building IV, with a street address of 10 Center Street, Stafford, Virginia (“Stafford Commerce Center IV,” and collectively with Stafford Commerce Center I and Stafford Commerce Center III, the “Related Properties”). Purchaser and Seller recognize and agree that the sale of the Property and Closing hereunder are expressly conditioned upon the concurrent closings on the Related Properties by the applicable Related Sellers and Purchaser or an entity or entities to be designated by Purchaser for the purpose of acquiring the Related Properties (each, a “Related Purchaser”). If due to the default of the Purchaser or any Related Purchaser, any of the Related Contracts terminates or the closing on any of the Related Contracts shall not occur by the deadline for closing thereunder, such default shall constitute a default under this Agreement and the provisions of Section 11.1 below shall apply. If due to the default of the Seller or any Related Seller, any of the Related Contracts terminates or the closing on any of the Related Contracts shall not occur by the deadline for closing thereunder, any such default shall constitute a default under this Agreement. In such event, Purchaser shall be entitled to elect its remedy under Section 11.2 herein, but Purchaser agrees that it shall not be entitled to (i) waive the default hereunder and proceed to Closing on this Agreement without closing on all of the Related Contracts, or (ii) pursue a suit for specific performance hereunder unless Purchaser has elected to pursue specific performance on all of the Related Contracts. If for any reason other than a Purchaser or Seller default, any of the Related Contracts shall terminate in accordance with its terms or the closing on any of the Related Contracts shall not occur by the deadline for closing thereunder, then this Agreement shall automatically terminate, the Deposit shall be refunded to Purchaser and the parties shall be released of all obligations hereunder other than the obligations of Purchaser under Section 4.1 above.

5.3 Failure of Condition to Purchaser’s Obligations. In the event of the failure of any condition precedent set forth in Section 5.1 above as of the Closing Date, Seller shall have the right to extend the Closing Date by written notice to the Purchaser on or prior to the Closing Date for up to thirty (30) days in order to attempt to satisfy such condition. In the event of the failure as of the Closing Date (as the same may have been extended) of any condition precedent set forth above, Purchaser, at its sole election, may, at its option, either:

However, nothing contained herein shall be deemed to affect the rights of Purchaser under Section 11.2 below in the event Seller has breached a representation or warranty made by Seller under this Agreement or Seller shall willfully default on its obligations to settle on the Property.

6. Closing. The purchase and sale contemplated herein shall be consummated at a settlement (“Closing”) which shall take place on the date (the “Closing Date”) which is fifteen (15) days after the date upon which Seller has received: (i) if Purchaser has elected to assume the Existing Indebtedness, notice from Lender hereunder, which is also the mortgage lender for Stafford Commerce Center I, that Lender has approved, and is ready to close on, the assumption by Purchaser and/or Related Purchasers of both the Existing Indebtedness and the indebtedness to Lender secured by Stafford Commerce Center I, and (ii) notice from the LaSalle Bank National Association, a national banking association, or assigns, mortgage lender for Stafford Commerce Center III and Stafford Commerce Center IV, that such lender has approved, and is ready to close on, the assumption by Purchaser and/or Related Purchasers of the indebtedness secured by Stafford Commerce Center III and Stafford Commerce Center IV (and such lender having agreed to release the property known as Stafford Station from the cross-default and cross-collateralization provisions of the loan documentation evidencing and/or securing such indebtedness without any expense to or consideration from Purchaser). In no event, however, shall the Closing occur later than November 30, 2006 (the “Closing Deadline”). If the Closing Date is not a Business Day, the Closing shall occur on the next day which is a Business Day thereafter. The Closing shall be performed in escrow through the Escrow Agent. The Closing shall take place during normal business hours on the Closing Date at the offices of the Escrow Agent or at such other location as the parties may mutually agree.

7. Seller’s Deliveries. Seller shall execute, as appropriate, or cause to be executed, and deliver to the Escrow Agent at Closing:

7.1 Deed. A special warranty deed (“Deed”) in such form as shall be reasonably acceptable to the Escrow Agent and Purchaser’s counsel whereunder Seller grants and conveys fee simple title to the Property;

7.2 Assignment of Leases. An agreement (the “Lease Assignment and Assumption Agreement”) evidencing the Seller’s assignment and the Purchaser’s assumption of the Leases as of the Closing Date in form and content reasonably acceptable to counsel for Purchaser and Seller;

7.3 Loan Assumption Documents. If Purchaser has elected to assume the Existing Indebtedness, such commercially reasonable documents or instruments as the Lender may require to effectuate the assignment by Seller and assumption by Purchaser of the Existing Indebtedness in accordance with the Existing Loan Documents (the “Loan Assumption Documents”);

7.4 Option to Acquire Stafford Commerce Park Properties. An Option Agreement, in substantially the form attached as Exhibit F hereto, from Stafford Commerce Park, LLC granting to Purchaser (or to a direct or indirect subsidiary of Purchaser) the option, commencing on the Closing Date and continuing until the third (3^rd) anniversary of the Closing Date, to acquire the properties known as Stafford Commerce Park I, Stafford Commerce Park II and Stafford Commerce Park III on the terms described in Exhibit F;

7.5 Seller’s Affidavit. Such certificates, affidavits and other evidence signed and delivered by Seller, as may reasonably be required to induce the title company to issue the Title Policy, without exception except for the Permitted Exceptions and, if Purchaser has elected to assume the Existing Indebtedness, the liens securing the Existing Indebtedness;

7.6 FIRPTA Affidavit. An affidavit certifying that Seller is not a “foreign person” as that term is defined by Section 1445 of the Internal Revenue Code of 1986, as amended;

7.7 Resolutions. A certified true copy of Seller’s resolutions authorizing the sale contemplated herein and the execution of this Agreement and all other documents delivered by Seller at Closing and such other certificates, documents and instruments as may reasonably be required by the title company to issue the Title Policy;

7.8 Bill of Sale and Assignment of Contracts. A bill of sale and an assignment of contracts, each in form reasonably acceptable to Purchaser’s counsel, conveying to Purchaser all Personalty and the Intangibles, and all of Seller’s right, title and interest, to the extent assignable, in and to any (i) unexpired warranties and guarantees now in effect with respect to any part of the Property and/or mechanical equipment and appliances at the Property, (ii) all architectural, engineering, rezoning and subdivision plans (if any), specifications, drawings, and reports, and (iii) all licenses and permits relating to the Property to the extent the same exist and are assignable;

7.9 Possession; Keys. Possession of the Property and keys for the Improvements in the possession or control of Seller or its agents;

7.10 Original Documents. The originals (or copies if originals are not available) of all the Building Documents, including without limitation, the Leases;

7.11 Files. To the extent available, originals (or copies, if originals are not available) of all documents and books and records necessary for the continued operation of the Property, other than proprietary information, including without limitation, Lease files, rent records, escalation records and statements and maintenance records;

7.12 Notice Letter to Tenants. Letters, in form acceptable to Purchaser’s counsel, addressed to each of the Tenants, notifying the Tenants of the sale of the Property to Purchaser or Related Purchaser, as applicable; and

7.13 Reps and Warranties Escrow. The Reps and Warranties Escrow agreement in substantially the form attached hereto as Exhibit H as executed by Seller and Walker Title.

8. Purchaser’s Closing Obligations. Purchaser shall assume or pay off the Existing Indebtedness, at its option as provided herein, and pay the remaining Purchase Price (as described in Article 2 above), together with all other funds required hereunder to be paid by the Purchaser in connection with the Closing, by federal wire transfer to the Escrow Agent on the Closing Date. Purchaser shall also execute the Assignment and Assumption Agreement, the Loan Assumption Documents, if applicable, and such other documents or instruments as the Escrow Agent or title company may reasonably require in connection with the Closing. Additionally, Purchaser agrees to take, at Seller’s sole cost and expense, any steps prior to or at Closing reasonably requested by Seller in a written notice to Purchaser provided at least fifteen (15) days prior to Closing (including, without limitation, the execution of reasonable documents) to further evidence or perfect the cross-easements for parking set forth in Section 3.8 of the Declaration for Stafford Commerce Center dated November 7, 2001 and recorded among the land records of Stafford County, Virginia as Instrument ¹ LR 010026943 (the “Declaration”). Seller shall be solely responsible for any recording or other costs associated with any such documents. Additionally, for a period of one (1) year after Closing hereunder, Purchaser will consider in good faith, but shall have no legal obligation whatsoever to agree to or negotiate with regard to, any Seller request related to issues regarding the physical or legal connections of the Property with the property known as Stafford Station.

9. Settlement Charges; Prorations and Adjustments.

9.1 Allocation of Settlement Charges. Seller shall pay the cost of preparation and recordation of the Deed. Purchaser shall pay the title examination fees and the title insurance premium. Seller and Purchaser shall each pay half (1/2) of the Grantor’s Tax and Deed Recordation Taxes and half (1/2) of the costs incurred by Purchaser to obtain an ALTA survey for the Property. Other settlement expenses (except as otherwise expressly set forth in this Section 9.1) shall be paid in accordance with the customs of real estate transactions in Stafford County, Virginia. Seller shall be responsible at its sole cost and expense for the cost to release any existing liens on the Property other than the Permitted Exceptions and other than the liens securing the Existing Indebtedness (such Existing Indebtedness to be either assumed or prepaid by Purchaser in accordance with this Agreement). Purchaser will pay one-half of the escrow fees of the Escrow Agent and Seller shall be responsible for the balance of the escrow fees. Purchaser shall be solely responsible for the costs incurred in connection with obtaining, executing, recording and insuring any financing obtained by Purchaser. Purchaser and Seller each shall pay its own legal fees related to the preparation of this Agreement and all documents required to settle the transaction contemplated hereby.

9.2 Prorations and Adjustments. At Closing, interest on the Existing Indebtedness (if being assumed by Purchaser), rents, all real property taxes, water rents, sewer charges, electric and other utility charges, fuel if any, operating expenses, special assessments, if any, and other similar charges affecting the Property shall be adjusted and prorated as of midnight of the day prior to the Closing Date, the day of Closing being a day of income and expense for the Purchaser. If Purchaser elects to assume the Existing Indebtedness, Seller shall assign to Purchaser at Closing all of Seller’s right, title and interest in and to the reserves held by the Lender as of the Closing Date, as described on Exhibit D hereto. The amount of reserves so assigned will be credited to Seller and paid by Purchaser on the Closing Date. To the extent practicable, Seller shall attempt to have utility providers read the meters for the Property on the day prior to Closing for purposes of making such prorations and adjustments. All other charges or fees customarily prorated and adjusted in similar transactions shall be adjusted at Closing. All security deposits under the Leases (together with any accrued interest thereon as may be required by law or contract) shall be paid or credited to Purchaser as of the date of Closing, and to the extent Seller has any security deposits held in the form of a letter of credit, such letters of credit shall be assigned to Purchaser as of the Closing Date, with any costs associated with assigning the letters of credit to the Purchaser to be borne by the Seller. All rent (other than prepaid rent) payable by the Tenants of the Property shall be adjusted (prorated) as of the Closing Date and paid in accordance with the following provisions:

All adjustment items to the extent they cannot be precisely determined at Closing (or to the extent found to be erroneous after the Closing), shall be estimated at Closing and shall be resolved by the parties in good faith no later than sixty (60) days after the Closing.

9.3 Release of Closing Escrow. Upon receipt of Purchaser’s deliveries required under Article 8 above, and subject to all of Seller’s deliveries having been received and such other conditions to Purchaser’s performance as are contained in Section 5 hereof, Escrow Agent shall record the Deed, disburse the settlement proceeds as indicated on the settlement sheets, and distribute all Closing documents as directed by counsel for Purchaser and Seller.

10. Condemnation and Risk of Loss. The risk of condemnation of all or any portion of the Property or loss or damage to the Property by fire or other casualty shall be borne by Seller until recordation of the Deed. In the event of (i) the threatened or actual commencement of eminent domain proceedings or actual condemnation or taking of all or any part of the Property, or (ii) damage to the Property by fire or other casualty, act of God or any other event on or prior to the Closing Date, which would cost in excess of One Hundred Fifty Thousand Dollars ($150,000) to repair, Purchaser, at its sole option exercisable within thirty (30) days following receipt of written notice of the event giving rise to the exercise of such option, shall have the right to terminate this Agreement, in which event the Deposit shall be returned to Purchaser, and neither party shall have any further obligations or liabilities to the other, subject to the obligations of the Purchaser under Section 4.1 herein. Purchaser understands and agrees that if it does not exercise its termination option in the event of condemnation or casualty as described above, the terms and conditions of the documents governing the Existing Indebtedness will control the use of any insurance proceeds and the settlement of any insurance claims related thereto, and that Purchaser will have no rights with respect to such proceeds or claims. In the event of casualty, the repair of which would cost less than One Hundred Fifty Thousand Dollars ($150,000), Seller shall assign all insurance proceeds to Purchaser at Closing and Purchaser shall receive a credit at Closing for the amount of any deductible under Seller’s insurance. The provisions of this Article 10 shall expressly survive Closing and delivery of the Deed for the Property.

11. Default Provisions; Remedies.

11.1 Purchaser’s Default. If Purchaser fails to consummate the purchase and sale contemplated herein after all conditions precedent to Purchaser’s obligation to consummate the transactions herein contemplated have been satisfied or waived by Purchaser, or if, pursuant to Section 5.2 above, any Related Purchaser has defaulted under any of the Related Contracts, and if Seller or the applicable Related Seller has notified Purchaser or such Related Purchaser of such default and Purchaser or such Related Purchaser has failed to cure such default within ten (10) days after such notice, then Escrow Agent shall deliver to Seller the Deposit. In such event the Deposit shall be deemed as full and complete liquidated damages and the sole and exclusive remedy of Seller, the parties hereby agreeing that they have considered carefully the loss to Seller that would be a consequence of such default and that the Deposit is a reasonable estimate of such loss. Upon payment to Seller of the Deposit, this Agreement shall terminate, and neither party shall have any further obligations or liabilities to any other party, other than any obligations or liabilities which expressly survive any termination of this Agreement.

11.2 Seller’s Default. If Seller breaches any of its representations, warranties, covenants and/or agreements hereunder or fails to consummate the purchase and sale contemplated herein by the Closing Date, or if, pursuant to Section 5.2 above, any Related Seller has defaulted under any of the Related Contracts, and if Purchaser or the applicable Related Purchaser has notified Seller or such Related Seller of such default and Seller or such Related Seller has failed to cure such default within ten (10) days of such notice, then Purchaser shall be entitled at its option to notify Seller of the election by Purchaser to terminate this Agreement, whereupon Escrow Agent shall return the Deposit to Purchaser and neither party will have any further obligation to the other hereunder, other than the obligations of the Purchaser under Section 4.1 (provided Purchaser may only elect to terminate this Agreement because of a default under a Related Contract if the respective Related Purchasers have also terminated all the Related Contracts due to such default). Alternatively, in the event Seller shall willfully fail to close as required hereunder, Purchaser at its election shall be entitled to bring suit for specific performance, inasmuch as the parties recognize and acknowledge that the Property is unique, and that there is no adequate remedy at law to compensate fully Purchaser for a breach by Seller of Seller’s obligations to convey the Property to Purchaser in accordance with the terms and conditions of this Agreement. In no event shall Purchaser be entitled to monetary damages for a failure of Seller to close hereunder, with the exception that in the case of a willful failure of Seller to close hereunder after the foregoing ten (10) day notice and cure period, and provided that in the absence of such failure to close Purchaser would have been ready, willing and able to close, Purchaser shall be entitled to recover from Seller Purchaser’s reasonable, out-of-pocket due diligence costs and expenses incurred in connection with this Agreement, including reasonable attorney’s fees (collectively, the “Pursuit Costs”).

For purposes of this Agreement, a willful failure or default of Seller is a failure or default which was within Seller’s knowledge and reasonable control to prevent. This Section 11.2 shall fully survive the expiration or earlier termination of this Agreement.

12. Obligations of Seller Pending Closing. Between the date hereof and the Closing Date:

12.1 Occupancy at Closing. The parties understand that the Property will be delivered subject only to the rights of the Tenants.

12.2 Leasing. Seller agrees that it will not enter into any new leases for premises in the Property, extend or modify any of the existing Leases or enter into any other new agreements affecting the Property without the Purchaser’s consent, which consent shall not be unreasonably delayed, withheld or conditioned. Notwithstanding the foregoing, Seller may freely enter into any ordinary and necessary service agreement affecting the Property without Purchaser’s consent if the agreement shall by its terms terminate or be terminable at will by the Seller prior to Closing, provided that Seller shall give written notice of any such agreement to the Purchaser promptly after execution thereof.

12.3 Maintenance and Operation of Property. Seller shall continue to maintain the Property consistent with its prior practices, in order that its present operating condition be maintained in good and proper repair, order and condition, normal wear and tear excepted, and shall cause the continuation of the normal operation thereof, including the purchase and replacement of supplies and equipment. Seller shall not remove or permit to be removed from the Property any Personalty, except as may be necessary for repairs or discarding worn out or useless items, provided that discarded items shall be replaced with new items of substantially equal quality and quantity and shall be free and clear of any lien or encumbrance.

12.4 No Action. Seller shall not knowingly take any action or direct, require or advise any other person or entity to take any action that would invalidate, void or make untrue any representation or warranty provided under this Agreement or otherwise breach this Agreement.

12.5 Additional Deliveries. Seller shall deliver to Purchaser promptly following its receipt copies of any notices received by Seller or its management agent from the holder of any liens existing against the Property or from any Tenants pertaining to the Property from and after the date hereof through Closing.

12.6 Scheduled Payments of Existing Indebtedness. Seller will make the scheduled monthly payments of principal and interest under the Existing Indebtedness until Closing.

13. Non-Compete; List of Other Properties. For a period commencing on the Closing Date and ending on the third (3^rd) anniversary of the Closing Date, neither Seller nor any Seller affiliate (as defined below) will market to or enter into a lease with any then-existing Tenant of the Property for any office space for lease at a competitive property owned by Seller or such Seller affiliate within a three (3) mile radius of the Property, so long as there is enough available space at the Property to accommodate such Tenant’s space needs. Provided for information purposes only, attached as Exhibit G hereto is a list, current as of the Effective Date, of all of the office developments owned or under active planning by Andrew S. Garrett or his affiliates within ten (10) miles of the Property. For purposes of this Article 13, the term “Seller affiliate” shall mean Stafford Commerce Park, LLC and any entity in which Andrew S. Garrett holds, directly or indirectly, a controlling interest.

14. Miscellaneous Provisions.

14.1 Completeness and Modification. This Agreement constitutes the entire agreement between the parties hereto with respect to the transactions contemplated herein, and it supersedes all prior discussions, understandings or agreements between the parties. This Agreement shall not be modified or amended except by an instrument or writing signed by and on behalf of the parties.

14.2 Additional Documents. Purchaser and Seller agree that they will, at any time after the Closing, duly execute and deliver to each other any additional conveyances, assignments, documents and instruments, and shall take or cause to be taken such further actions (including the making of filings), which are necessary in connection with the consummation of the purchase and sale contemplated herein.

14.3 Severability. If fulfillment of any provision of this Agreement, or performance of any transaction related hereto, at the time such fulfillment or performance shall be due, shall involve transcending the limit of validity prescribed by law, then the obligation to be fulfilled or performed shall be reduced to the limit of such validity; and if any clause or provision contained in this Agreement operates or would prospectively operate to invalidate this Agreement in whole or in part, then such clause or provision only shall be held ineffective, as though not herein contained, and the remainder of this Agreement shall remain operative and in full force and effect.

14.4 Cumulative Remedies. Except as specifically provided in this Agreement, each and every of the rights, benefits, and remedies provided to Purchaser or Seller by this Agreement, or any instruments or documents executed pursuant to this Agreement, are cumulative and shall not be exclusive of any other rights, remedies and benefits allowed to such party by this Agreement, at law or in equity.

14.5 Construction. Each party hereto hereby acknowledges that all parties hereto participated equally in the negotiation and drafting of this Agreement and that, accordingly, no court construing this Agreement shall construe it more stringently against one party than against the other.

14.6 Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or entity may require.

14.7 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. Purchaser may not assign this Agreement to any person or entity other than a direct or indirect subsidiary of Purchaser without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. In the event of an assignment by Purchaser to a direct or indirect subsidiary of Purchaser, Purchaser shall remain liable for the performance of the obligations of Purchaser hereunder, unless and until expressly released by Seller. Seller shall not assign this Agreement.

14.8 Waiver; Modification. Failure by Purchaser or Seller to insist upon or enforce any of its rights hereto shall not constitute a waiver thereof.

14.9 Governing Law. This Agreement shall be governed by and construed under the laws of the state of Virginia.

14.10 Headings. The headings are used herein for convenience of reference only, and shall not be deemed to vary the content of this Agreement.

14.11 Exhibits. All Exhibits attached hereto are incorporated herein and made a part of this Agreement.

14.12 Counterparts. To facilitate execution, this Agreement may be executed in as many counterparts as may be required; and it shall not be necessary that the signature of each party, or that the signatures of all persons required to bind any party, appear on each counterpart; but it shall be sufficient that the signature of each party or that the signatures of the persons required to bind any party, appear on one or more such counterparts. All counterparts shall collectively constitute a single agreement. This document and any amendment hereto may be executed by facsimile and any such facsimile shall be deemed to constitute an original for all purposes hereof.

14.13 Notices. All notices, requests, consents, and other communications hereunder shall be in writing and shall be personally delivered, sent by facsimile transmission, sent by Federal Express or other recognized overnight delivery service, prepaid by the party sending such notice, to the addresses indicated below.

8405 Greensboro Drive, Suite 100

McLean, Virginia 22012

Fax No. (703)  ###-###-####

Attention: Colin J. Smith, Esq.

The addresses and parties set forth above may be changed from time to time by any party by notice to the other. For purposes of this Agreement, notices shall be effective upon receipt or refusal thereof.

14.14 Business Day. As used herein, the term “Business Day” shall mean any day other than a Saturday or Sunday, or other day recognized as a holiday by the U.S. Government. All times specified hereunder shall be deemed to be Eastern Standard/Daylight Times.

14.15 Survival. It is the express intention and agreement of the parties hereto that the covenants, agreements, statements, representations and warranties made in this Agreement by Seller and Purchaser shall survive the execution and delivery of this Agreement for one (1) year following Closing (except for the three (3) year survival periods described in Section 7.4 and Article 13 above).

14.16 Attorneys’ Fees. If Purchaser institutes any proceeding or action to obtain specific performance by Seller of its closing obligations hereunder, or if either party institutes any proceeding or action to obtain any other relief under this Agreement, the non-prevailing party shall in such event reimburse the other party for reasonable, out-of-pocket costs and other expenses, including reasonable attorneys’ fees, incurred in connection with such proceeding or action.

14.17 Waiver of Jury. SELLER AND PURCHASER EACH HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST THE OTHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT.

14.18 Brokerage Commission. Seller and Purchaser represent and warrant to each other that they have dealt with no brokers or finders in connection with the sale of the Property other than Grubb & Ellis (the “Broker”) and that no brokerage fee or real estate commission is or shall be due or owing in connection with this transaction other than to the Broker, who shall be paid solely by Seller from the proceeds at Closing in accordance with the terms of a separate written agreement with Seller. Seller and Purchaser hereby indemnify and hold the other harmless from any and all loss, costs or damage (including, without limitation, reasonable attorneys fees and expenses) arising out of any claims of any broker or agent so claiming based on action or alleged action of the indemnifying party recognizing the Seller alone shall bear the cost of the Broker as aforesaid. This Section 14.18 shall survive Closing.

14.19 Exclusivity. Seller agrees that it will not (either directly or indirectly) offer to sell, or solicit any offers to purchase or negotiate for the sale or disposal of the Property with any other party other than the Purchaser and its affiliates prior to Closing or an earlier default by the Purchaser hereunder (beyond any applicable notice and cure period) or termination of this Agreement in accordance with its terms.

14.20 Confidentiality. Each party agrees that, except as otherwise set forth in this Agreement or required by law or legal process, it shall: (i) keep the contents of this Agreement and any information related to the transaction contemplated hereby confidential (except that Purchaser and Seller may disclose such data and information to their respective employees, lenders, consultants, accountants and attorneys, provided that such persons agree to treat such data and information confidentially); and (ii) refrain from generating or participating in any publicity statement, press release or other public notice regarding this transaction without the prior written consent of the other party unless required under applicable law or by legal process; provided, however, that Purchaser and Seller may at or following the Closing publicly announce the sale of the Property and the identity of the new owner thereof. The provisions of this Section 14.20 shall survive the Closing. Seller acknowledges that Purchaser is a publicly traded real estate investment trust. Notwithstanding the foregoing confidentiality provisions, Seller acknowledges that the rules and regulations promulgated by the United States Securities and Exchange Commission (the “SEC”) may require Purchaser to disclose certain basic information concerning this Agreement and the transactions contemplated herein in documents to be filed with the SEC. The parties agree that Purchaser shall be permitted to make such disclosures and that such disclosures shall not constitute a breach or a violation of this Section 14.20 or any other confidentiality or non-disclosure agreement executed by the parties prior to the Effective Date. Such confidentiality or non-disclosure agreement, if any, shall be amended and modified to the extent provided in this Section 14.20.

14.21 Tax Deferred Exchange. Purchaser and Seller agree that, at either Purchaser or Seller’s sole election, this transaction shall be structured as an exchange of like-kind properties under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and proposed regulations thereunder. The parties agree that if either wishes to make such election, it must do so prior to the Closing Date. If either so elects, the other shall reasonably cooperate, provided any such exchange is consummated pursuant to an agreement that is mutually acceptable to Purchaser and Seller and which shall be executed and delivered on or before the Closing Date. The electing party shall in all events be responsible for all costs and expenses related to the Section 1031 exchange and shall fully indemnify, defend and hold the other harmless from and against any and all liability, claims, damages, expenses (including reasonable attorneys’ fees and reasonable attorneys’ fees on appeal), proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such 1031 exchange that would not have been incurred by the non-electing party if the transaction were a purchase for cash. The provisions of the immediately preceding sentence shall survive closing and the transfer of title to the Property to Purchaser. In no event will the Closing be delayed because of any circumstances relating to the Section 1031 exchange. Notwithstanding anything to the contrary contained in this paragraph, any such Section 1031 exchange shall be consummated through the use of a facilitator or intermediary so that Purchaser shall in no event be requested or required to acquire title to any property other than the Property.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal as of the day and year first above written.