Exhibit 10.30


PURCHASE AND SALE AGREEMENT OF


OWNERSHIP INTERESTS IN NPI ENTITIES


THIS PURCHASE AND SALE AGREEMENT is made this 21st day of December, 2006, by and
between Nottingham Properties, Inc., a Maryland corporation (“Seller”), and
Corporate Office Properties, L.P., a Delaware limited partnership (“Buyer”).


WITNESSETH


A.      Seller is, or prior to Closing shall be, the owner of 100% of
the membership interests (the “Membership Interests”) in:


(1)           Philadelphia
Road Operating Company, LLC, a Maryland limited liability company and the owner
of a leasehold interest in the property known as 10552 Philadelphia Road,
Baltimore County, Maryland, as more fully described on Exhibit A-1
attached hereto;


(2)           9020
Mendenhall, LLC, a Maryland limited liability company and the owner of the land
and improvements known as 9020 Mendenhall Court, Howard County, Maryland, as
more fully described on Exhibit A-2, attached hereto;


(3)           Woods
Investors, LLC, a Maryland limited liability company and the owner of the land
and improvements known as Woods at Brokenland located at 9700, 9710, 9720, 9730
and 9740 Patuxent Woods Drive, Howard County, Maryland, as more fully described
on Exhibit A-3 attached hereto (the “Woods Property”); and


(4)           Rivers
Center III Investors LLC, a Maryland limited liability company and the owner of
the land and improvements known as Rivers Center III, located at 10270, 10280,
10290 Old Columbia Road, Howard County, Maryland, as more fully described on Exhibit
A-4 attached hereto (the “Rivers Property”).


B.       Seller is the owner of 100% of the beneficial trust interests
(the “Trust Interests”) in:


(1)           White
Marsh Hi-Tech 2 Business Trust, a Maryland business trust which owns a 51%
tenancy-in-common interest in the land and improvements













known as White Marsh Hi-Tech
I and II, Baltimore County, Maryland, as more fully described on Exhibit A-5
attached hereto; and


(2)           37
Allegheny Business Trust, a Maryland business trust which owns the land and
improvements known as 37 Allegheny Avenue, Baltimore County, Maryland, as more
fully described on Exhibit A-6 attached hereto.


C.       Seller is, or prior to Closing shall be, the owner of the
following partnership interests (the “Partnership Interests”):


(1)           50%
limited partnership interest in Corporate Center I Limited Partnership, a
Maryland limited partnership which is the owner of the land and improvements
known as Campbell Corporate Center I, Baltimore County, Maryland, as more fully
described on Exhibit A-7 attached hereto;


(2)           43.7%
limited partnership interest in Nottingham Associates Limited Partnership, a
Maryland limited partnership which is the owner of the land and improvements
known as Nottingham Centre, Baltimore County, Maryland, as more fully described
on Exhibit A-8 attached hereto (the “Nottingham Associates Property”);
and


(3)           60%
limited partnership interest in Sandpiper Limited Partnership, a Maryland
limited partnership which owns a 72.5% general partnership interest in White
Marsh Health Center Limited Partnership, LLLP which, in turn, is the owner of
the land and improvements known as White Marsh Health Center, Baltimore County,
Maryland, as more fully described on Exhibit A-9 attached hereto.


D.       As used in this Agreement, (1) the term “NPI Entities” means,
collectively, Philadelphia Road Operating Company, LLC, 9020 Mendenhall, LLC,
Woods Investors, LLC, 37 Allegheny Business Trust, Rivers Center III Investors
LLC, White Marsh Hi-Tech 2 Business Trust, Corporate Center I Limited
Partnership, Nottingham Associates Limited Partnership and White Marsh Health Center
Limited Partnership, LLLP, (2) the term “Ownership Interests” means,
collectively, the Membership Interests, the Trust Interests and the Partnership
Interests, and (3) the term “Property” means each of, and the term “Properties”
means collectively, the properties owned by the NPI Entities and described
herein.


E.       Pursuant to Article I of the Purchase Agreement and Plan of
Merger (the “Merger Agreement”) of even date herewith by and among Corporate
Office Properties Trust, Buyer, W&M Business Trust, and Nottingham Village,
Inc. 



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(“NVI”), Buyer has agreed
to purchase from Seller 100% of the Ownership Interests pursuant to the terms
and conditions set forth in the Merger Agreement and this Agreement.


NOW, THEREFORE, in consideration of $5.00 paid by
Seller to Buyer and other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledge, Seller and Buyer hereby agree as
follows:


1.             Recitals.  The Recitals are incorporated herein by
reference.


2.             Sale
of Ownership Interests.  Subject to
and upon the terms and conditions set forth in the Merger Agreement and in this
Agreement, Seller agrees to sell to Buyer (and/or its assigns) 100% of the
Ownership Interests; and Buyer agrees to purchase from Seller 100% of the
Ownership Interests.


3.             Purchase
Price for the Ownership Interests. 
The purchase price (the “Purchase Price”) for 100% of the Ownership
Interests shall be payable in cash by Buyer to Seller at Closing in an amount
equal to (a) $59,077,876, reduced
by (b) the balance due
under all mortgage indebtedness encumbering the Woods Property and the Rivers
Property as of the date of Closing, further reduced by (c) all other indebtedness and liabilities of the NPI
Entities as of the date of Closing, further reduced by (d) the 9020 Mendenhall
Adjustment (as defined in Section 17 hereof), and further reduced by (e) any
applicable adjustments under Section 12. 
The Nottingham Associates Property may be encumbered by mortgage
indebtedness not to exceed $5,631,974. 
The Purchase Price allocable to Nottingham Associates in Section 4 has
taken into account the mortgage indebtedness on the Nottingham Associates
Property and, thus, such mortgage indebtedness shall not be a further reduction
under this Section 3.


4.             Allocation
of Purchase Price.  The Purchase
Price, prior to the adjustments set forth in Sections 3(b), (c), (d) and (e)
above, shall be allocated to each of the Ownership Interests as follows:


	
  

  	
   

  	
  Purchase Price

  	
   

  
	
  Ownership Interests

  	
   

  	
  Prior to Adjustments

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Philadelphia Road

  	
   

  	
  $

  	
  6,440,333

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9020 Mendenhall

  	
   

  	
  $

  	
  6,022,927

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Woods Investors

  	
   

  	
  $

  	
  23,354,945

  	
   

  



 



 3
 









 


	
  37 Allegheny

  	
   

  	
  $

  	
  500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Rivers Center
  III

  	
   

  	
  $

  	
  6,655,855

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Campbell
  Corporate Center I

  	
   

  	
  $

  	
  3,472,976

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Nottingham
  Associates

  	
   

  	
  $

  	
  2,307,999

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Sandpiper (White
  Marsh Health Center)

  	
   

  	
  $

  	
  3,320,500

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  White Marsh
  Hi-Tech I and II

  	
   

  	
  $

  	
  7,002,341

  	
   

  



 


5.             Closing.  The Closing (the “Closing”) of the purchase
and sale of the Ownership Interests under this Agreement shall occur
simultaneously with the Merger, as defined in the Merger Agreement, at 10:00
a.m., Eastern Time, at the offices of DLA Piper US LLP at 6225 Smith Avenue,
Baltimore, Maryland 21209, or at such other place, at such other time, or on
such other date as the parties may mutually agree upon in writing (such date,
the “Closing Date”).


6.             Closing
Documents.  At the Closing, Seller
and Buyer shall each execute and deliver to the other an Assignment of
Membership/Beneficial/ Partnership Interests and Amendment to Operating
Agreement/Declaration of Trust/Partnership Agreement with respect to each of
the NPI Entities in the form attached hereto as Exhibit B and, upon
request of either party, such other documents as may be reasonably necessary or
requested to consummate the transaction contemplated by this Agreement.


7.             Prorations
and Adjustments.  At Closing, income
and expenses with respect to the Membership Interests and Trust Interests shall
be adjusted and prorated as of midnight of the day prior to the Closing Date in
the manner provided for in Section 8.04 of the Merger Agreement.  There shall be no adjustment with respect to
the Partnership Interests, as the adjustments for the underlying properties
shall occur at the Closing under the Merger Agreement not under this Agreement.


8.             Representations
and Warranties.  It is intended by
Seller and Buyer that the representations and warranties contained in the
Merger Agreement shall be the sole representations and warranties relating to
the Properties and the NPI Entities, that such representations and warranties
shall remain in full force and effect and binding upon the parties to the
Merger Agreement as provided under Merger Agreement, and that Seller is not
making any representations or warranties in respect thereof.



 4
 









9.             Termination.  This Agreement shall automatically terminate
if the Merger Agreement shall have terminated for any reason prior to the
Closing Date.


10.           Conditions
to Closing.  The Buyer’s obligations
to be performed at the Closing shall be subject to the satisfaction of the
following conditions:


(a)           There shall not have been a breach of
any warranty, representation or covenant as given by NVI in the Merger
Agreement relating to the NPI Entities or the Properties;


(b)           The NPI Entities shall own good and marketable title to
the Properties free and clear of all liens and encumbrances, other than the
Permitted Liens (as defined in the Merger Agreement);


(c)           NPI shall own all of the Ownership Interests free and
clear of all liens and encumbrances; and


(d)           None of the Properties shall be encumbered by any mortgage indebtedness other than the Woods
Property (in which case the maximum amount of indebtedness as of Closing shall
be $11,391,579) and the Rivers Property (in which case the maximum amount of
indebtedness as of Closing shall be $3,213,010) and the Nottingham Associates
Property (in which case the maximum amount of indebtedness as of Closing shall
be $5,631,974).


If any condition precedent
to Closing set forth above is not satisfied prior to or on the Closing Date,
Buyer may elect to terminate this Contract by written notice to Seller.  Upon such notice, this Agreement shall then
be of no further force and effect and neither party shall have any obligations
or liabilities to the other.


11.           Real Estate Commissions.  The parties mutually represent to each other that none of them employed
or had any negotiations or dealings in connection with this transaction with
any brokers or finders.  Seller agrees to
defend, indemnify and hold Buyer harmless from and against any claims of any
other person, firm or corporation claiming any brokerage commission, finder’s
fee or similar compensation base on any alleged negotiations or dealings with
or employment by Seller, together with all expenses incurred including court
costs and attorneys’ fees.  Buyer agrees
to defend, indemnify and hold Seller harmless from and against any claims of
any other person, firm or corporation other than Broker claiming any brokerage
commission, finder’s fee or similar compensation based on any alleged
negotiations or dealings with or employment by Buyer,



 5
 









together with all
expenses incurred including court costs and attorneys’ fees.  This paragraph shall survive any termination
of this Agreement.


12.           Risk
of Loss.  The Seller assumes the risk
of loss or damage to the Properties by fire or other casualty prior to
Closing.  The Seller shall, at its
expense, keep the Properties insured until Closing pursuant to a standard, all
risk, fire and extended coverage insurance policy in an amount not less than
the replacement cost thereof and shall have such policy endorsed to protect the
interest of Buyer.  As of the date
hereof, Buyer will be named as a “loss payee” under the foregoing insurance
policy of Seller.  In the event of the
destruction or damage to any of the Properties, this Agreement shall remain in
full force and effect, but (a) all insurance awards, regardless of amount,
shall remain the property of the NPI Entities, (b) the Purchase Price shall be
reduced by the amount of any deductible applicable to the insurance policy
insuring such destruction or damage, and (c) Buyer shall have the
authority to adjust all claims with the applicable insurance company.  Thus, Seller shall not be entitled to any
such insurance proceeds unless this Agreement is terminated.


13.           Assignment.  This Agreement and the rights of Buyer
hereunder may be assigned by Buyer upon notice thereof to Seller.


14.           Like-Kind
Exchange.  Seller acknowledges that
Buyer may choose to engage in a like-kind exchange under Section 1031 of the
Internal Revenue Code of 1986, as amended. 
Seller agrees to execute, upon Buyer’s request, one or more Assignment
and Assumption Agreements pursuant to which Buyer’s rights under this Agreement
as to any or all of the Ownership Interest will be assigned to a qualified
intermediary (“QI”) or exchange accommodation titleholder (“EAT”) and the QI or
EAT will take title to all or any of the Ownership Interests.  No additional liability will be incurred by
Seller as a result of any such Assignment and Assumption Agreement.


15.           Time
of Essence.  Time shall be of the
essence with respect to each and every provision of this Agreement.


16.           Further
Assurances.  The parties hereto agree
to take such further actions and to execute and deliver such further documents,
agreements and instruments as may be reasonably necessary or appropriate to
carry out the purposes of this Agreement.


17.           9020
Mendenhall Adjustment.  Seller and Buyer acknowledge that
structural defects have been discovered at 9020 Mendenhall Court property.  Seller



 6
 









shall engage a structural
engineer to determine the extent of the structural defects at such property and
the estimated cost to repair such defects, subject to Buyer’s approval of such
engineer and the methodology suggested by the engineer to correct the
defects.  To the extent the repairs of
the structural defects have not been completed by the Closing, the Purchase
Price shall be reduced by the estimated cost to complete the repairs (the “9020
Mendenhall Adjustment”).


(Signatures on next page)



 7
 









IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed by their duly authorized officers, as of
the day and year first above written.


	
  WITNESS:

  	
   

  	
  NOTTINGHAM PROPERTIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /S/ Illegible

  	
   

  	
  By:

  	
     /s/ J. JOSEPH CREDIT

  
	
   

  	
   

  	
   

  	
  J. Joseph
  Credit,

  
	
   

  	
   

  	
   

  	
  President and
  CEO

  
	
   

  	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
  CORPORATE OFFICE PROPERTIES, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Corporate Office Properties Trust, its

  
	
   

  	
   

  	
   

  	
  sole general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /S/ Illegible

  	
   

  	
  By:

  	
     /s/ ROGER A. WAESCHE, JR.

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  Roger A. Waesche, Jr

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief Operating Officer and

  
	
   

  	
   

  	
   

  	
   

  	
  Executive Vice President

  
						



 



 8














Exhibits A-1 through A-9


Descriptions of the
Properties











Exhibit A-1


10552
Philadelphia Road – Leasehold Interest


Leasehold interest in the property being known and
designated as Lot No. 1 on a plat entitled “Subdivision of Wayne B. Knight
Property” which plat is
recorded among the Land Records of Baltimore County, MD in Plat Book S.M. No.
67, Folio 39; containing 6.8027 acres, more or less. The improvements thereon
being known as 10552 Philadelphia Road.











Exhibit A-2


9020 Mendenhall Court


Being Known and Designated as Parcel X-1”, as shown on the Plat
entitled “Columbia, Sieling Industrial Center, Section 1, Area 1, Parcel X-1, A
Resubdivision of Parcel X and W-3”, which Plat is recorded among the Land
Records of Howard County, Maryland, as Plat CMP No. 4842. The improvements
thereon being known as No. 9020 Mendenhall Court.


Together With certain easements for ingress and egress described in a
Deed and Agreement by Columbia Industrial Development Corporation et al dated
January 27, 1982 and recorded in Liber CMP No. 1088, folio 165 and a
Confirmatory Deed of Easement and Agreement dated October 25, 2005 and recorded
in Liber MDR No. 9614, folio 643 from The Columbia Association, Inc. fka The
Columbia Parks and Recreation Association, Inc. to 9020 Mendenhall, L.L.C.











Exhibit A-3


Woods At Broken Land


Being Known and Designated as Parcel B as shown on
Plat entitled “Columbia, Village of Owen Brown, Parcels A, B, C, D and Lot 1, Section 6,
Area 1, Sheet 2 of 4”, which plat is recorded among the Land Records of Howard County, Maryland as Plat CMP No. 6126;
containing 14.623 acres of land, more or
less.


The street addresses of the improvements situate on the
above described parcel of land are 9700, 9710, 9720, 9730 and 9740 Patuxent
Woods Drive.











Exhibit A-4


Rivers
Center III


10270, 10280 and 10290 Old Columbia Road


Being Known and Designated as Parcel D as shown on plat entitled “Rivers
Corporate Park, Section I, Area I, Parcels B thru E, H thru P, and Lot 2, Sheet
4 of 6”, which plat is recorded among the Land Records of Howard County,
Maryland as Plat CMP No. 5078; containing 5.0031 acres of land, more or less.











Exhibit A-5


White
Marsh Hi-Tech I and II


White Marsh Hi-Tech I:


Being known and designated as Lot 5A on a plat entitled “Resubdivision
of Lots 4&5 - Section B, White Marsh Business Community” which plat is
recorded among the Land Records of Baltimore County, Maryland in Plat Book
E.H.K. Jr. No. 49, folio 87; containing 3.3715 acres of land, more or
less.  The improvements thereon known as
4969 Mercantile Road.  Together with and
subject to the legal operation and effect of a Declaration of Easement of White
Marsh Hi - Tech Associates Limited
Partnership dated April 27, 1989 and recorded in Liber S.M. No. 8163, folio
704.


White Marsh Hi-Tech II:


Being known and designated as Lot 5B on a plat entitled “Resubdivision
of Lots 4&5 - Section B, White Marsh Business Community” which plat is
recorded in Plat Book E.H.K. Jr., No. 49, folio 87; containing 3.1724 acres of
land, more or less.  The improvements
being known as 4979 Mercantile Road.  Together with and subject to the legal
operation and effect of a Declaration of Easement of White Marsh Hi - Tech Associates Limited Partnership dated April
27, 1989 and recorded in Liber S.M. No. 8163, folio 704.


White Marsh Hi - Tech Parking:


Being known and designated as Parcel A on a plat
entitled “Amended Resubdivision Plat of Lot 4 - Section B, White Marsh Business
Community, previously recorded on Plat of Resubdivisaion of Lot 4, Section B,
White Marsh Business Community E.H.K. Jr. 55/65” recorded in Plat Book
E.H.K.Jr. No. 55, folio 124; containing 1.1906 acres of land, more or
less.  The improvements thereon to be
known as 4981 Mercantile Road.  Together with and subject to the legal
operation and effect of a Declaration of Easement-of White Marsh Hi - Tech Associates Limited Partnership dated April 27,
1989 and recorded in Liber S.M. No. 8163, folio 704.











Exhibit A-6


37
West Allegheny Ave.


Parking
Lot


BEGINNING for the same at
the intersection formed by the southern side of Allegheny Avenue with the
eastern side of Washington Avenue, said place of beginning being at the
beginning of the 1st or Easterly 81 foot 3 inch line of that parcel of land
described .in a Deed dated October 28, 1953, between Annarose C. Sleeth and R. Dalton
Berry et ux, recorded among the Land Records of Baltimore County, Maryland in
Liber G.L.B. 2381 folio 132, running thence leaving said place of beginning
binding on the southern side of said Allegheny Avenue and binding on said 1st
line, as now surveyed, 1) South 82 degrees 51 minutes 26 seconds East 81.29
feet, running thence leaving said Allegheny Avenue and binding on the 2nd line
of said Deed, as now surveyed, 2) South 07 degrees 16 minutes 03 seconds west
150.00 feet to the northern aide of a 20 foot alley, running thence binding on
the northern side of said 20 foot alley, with the use and privilege thereof in
common and binding on the 3rd line of said Deed, as now surveyed, 3) North 82
degrees 51 minutes 26 seconds West 80.80 feet to the eastern side of said
Washington Avenue, running thence binding on the eastern side of said
Washington Avenue and binding on the 4th line of said Deed, as now surveyed, 4)
North 07 degrees 04 minutes 44 seconds East 150.00 feet to said place of
beginning.  Containing 0.279 acres of
land, more or less.











Exhibit A-7


Campbell
Corporate Center 1


BEGINNING for the same on the northern side of Campbell Boulevard,
variable width, at the point designated 35, shown on a plat entitled “Campbell
Corporate Center, Amended Resubdivision of Lot 1, IA, lB (S.M. 60 Folio 70),
Whitemarsh Business Community Section C”, dated November 2, 1989, recorded
among the Land Records of Baltimore County, Maryland in Plat Book S.M. 63 folio
002, said point of beginning also being the southernmost common corner of Lot 1
and Lot IA shown on said plat, running thence leaving said point of beginning
and leaving said northern side of Campbell Boulevard, binding on the division
line between said Lot 1 and Lot IA, all shown on said plat,


1)                     By a radial line,
North 06 degrees 07 minutes 17 seconds West 58.87 feet to  the point designated 34 on said plat, running
thence, for part of the distance continuing to bind on said division
line between said Lot 1 and said Lot IA, and for part of the distance binding on
the division line between Lot 1D and said Lot IA, shown on said plat, in all,


2)                     North 26 degrees 23 minutes 00 seconds East
600.79 feet to the point designated 63 on
said plat,  running thence binding on the division line between said
Lot 1D and Lot 1B, shown on said plat,
reversing the bearing shown on said plat,


3)                     South 73 degrees 59 minutes 25 seconds East
304.82 feet to a point designated 64 on the western side of Town Center Court,
all being shown on said plat, running thence binding on said western side of
Town Center Court, 60 feet wide, for part of the distance binding on the
eastern side of said Lot 1D and for part of the distance binding on part of the
eastern side of said Lot 1, shown on said plat, in all,


4)                     Southwesterly by a non-radial curve to the left
having a radius of 1030.00 feet for a distance of 139.38 feet, said curve being
subtended by a chord bearing South 16 degrees 01 minutes 00 seconds West 139.27
feet to the point designated 209 on said plat, running thence continuing to
bind on said western side of Town Center Court and continuing to bind on part
of said eastern side of said Lot 1, shown on said plat,











5)                     By a line tangent to said curve, South 12
degrees 08 minutes 25 seconds West 338.29
feet to the point designated 208 at the beginning of the cut-off leading to
Campbell Boulevard, all being shown on said plat, running thence binding
on said cut-off leading to said Campbell Boulevard, shown on said plat,


6)                     South 55 degrees 27 minutes 51 seconds West
27.44 feet to the point designated 207 on the northern side of said Campbell
Boulevard, all being shown on said plat, running
thence binding on said northern side of Campbell Boulevard, 70 feet wide, shown
on said plat,


7)                     Northwesterly
by a non-radial curve to the left having a radius of 835.00. Feet for a
distance of 165.86 feet, said curve being subtended by a chord bearing North 86
degrees 54 minutes 14 seconds West 165.59 feet to the point designated 52 on
said plat, running thence leaving said Campbell Boulevard, binding on the division
line between said Lot 1 and Parcel A, shown on said plat, reversing the
bearings shown on said plat, the eight following courses;


8)             By a non-radial line, North 06
degrees 07 minutes 17 seconds West 51.64 feet to the point designated 50
on said plat,


9)             North 74 degrees 35 minutes 57
seconds West 36.00 feet to the point designated 51 on said plat,


10)           North
69 degrees 23 minutes 33 seconds West 86.21 feet to the point designated 49 on
said plat,


11)           North
29 degrees 35 minutes 57 seconds West 20.00 feet to the point designated 47 on
said plat,


12)           North
15 degrees 24 minutes 03 seconds East 150.00 feet to the point designated 48 on
said plat,


13)           North
74 degrees 35 minutes 57 seconds West 24.11 feet to the point designated 45 on
said plat,











14)           South 26 degrees 23 minutes 00
seconds West 248.00 feet to the point designated 39 on said plat and


15)           South
06 degrees 07 minutes 17 seconds East 73.70 feet to the point designated 46 on said northern side of Campbell Boulevard,
all being shown on said plat, running thence binding on part of said
northern. side of Campbell Boulevard, shown on said plat,


16)           Southwesterly by a non radial curve
to the right having a radius of 565.00 feet for a distance of 40.03
feet, said curve being subtended by a chord bearing South 81 degrees 50 minutes
56 seconds West 40.03 feet to the point of beginning.


Containing 4.049 acres of
land more or less.


The Improvements thereon being known as 4940 Campbell Boulevard.


BEING all those two parcels of land containing 3.647
acres of land, more or less, and 0.402 acres of land, more or less, and shown
and designated, respectively, as Lot 1 and Lot 1D on a plat entitled “Campbell Corporate Center,” which plat
is recorded among the Land Records of Baltimore County, Maryland in Plat
Book SM No. 63, folio 2.


BEING the same two parcels of
land conveyed to Corporate Center I Limited Partnership by the following deeds:


1.       Deed dated September 27, 1989, and recorded among the Land
Records of Baltimore County, Maryland in Liber 8285, folio 229 from Nottingham
Village, Inc. to Corporate Center I Limited Partnership; and


2.       Deed dated December 21, 1994, and recorded among the Land
Records of Baltimore County, Maryland in Liber 10879, folio 743 from Nottingham
Village, Inc. to Corporate Center I Limited Partnership.


TOGETHER WITH THE BENEFIT AND SUBJECT TO the legal operation and effect
of a Declaration of Easements dated August 19, 1994, and recorded among the
Land Records of Baltimore County, Maryland in Liber 10716, folio 51 made by
Nottingham Village, Inc., et al.











Exhibit A-8


Nottingham Centre


Beginning for the same at the intersection of the
west side of Washington Avenue as widened and. shown on Baltimore County Bureau
of Land Acquisition Drawing RW 83-417-1 and recorded in a deed from Nottingham
Associates Limited Partnership et al to Baltimore County, Maryland. dated June
20, 1984 and recorded among the Land Records of Baltimore County in. Liber
E.H.K., Jr. No. 6748, folio 300 and the north side of a 20 Foot Alley there
situate, said place of beginning being in the second line of a parcel of land
which by a deed dated June 1, 1983 and recorded among the Land Records of
Baltimore County in Liber E.H.K., Jr. No. 6533, folio 581 was conveyed by
Nottingham Properties, Inc. to Nottingham Associates Limited Partnership,
distant North 82 degrees 59 minutes 56 seconds West 11.81 feet . Measured along
said second line from the beginning thereof and running thence with and binding
on a part of said second line and binding on the north side of said 20 Foot
Alley, North 82 degrees 59 minutes 56 seconds West 88.19 feet to the end of
said second line, thence leaving said 20 Foot Alley and running with and
binding on the third, fourth, fifth,. Sixth and: seventh lines of said parcel
of land which was conveyed by Nottingham Properties, Inc. to Nottingham
Associates Limited Partnership, the five following courses and distances via:
North 7 degrees 00 minutes 04 seconds East 15.04 feet, North 82 degrees 59
minutes 56 seconds West 9.67 feet, North 7 degrees 00 minutes 04 seconds East,
binding for a part on the outside extremity of the panels on the east side of
the parking garage erected on the property adjoining on the west, 121.16 feet,
South 82 degrees 59 minutes 56 seconds East 2.00 feet and North 7 degrees 00 minutes
04 seconds East 13.80 feet to the south side of Allegheny Avenue, thence
binding on the south side of Allegheny Avenue and running with and binding on a
part of the last line of the last mentioned .parol of land which was conveyed
by Nottingham Properties, Inc. to Nottingham Associates Limited Partnership,
South 82 degrees 59 minutes 56 seconds East 85.97 feet and thence leaving
Allegheny Avenue and binding on the right of way lines as shown on the
aforesaid Land Acquisition Drawing RW 83-417-1, the two following courses and
distances viz: South 38 degrees 01 minutes 14 seconds East, binding on a line
which connects the south side of Allegheny Avenue with the west side of
Washington Avenue, 14.14 feet to the west side of Washington Avenue as widened
and South 7 degrees 02 minutes 34 seconds West, binding on the west side of
Washington Avenue as widened, 140 feet to the place of beginning.  Containing 0.332 of an acre of land, more or
less.  The improvements thereon known as
502 Washington Avenue.











Exhibit A-9


White Marsh Health Center


Being known and
designated as Lot No. 2 on a plat entitled “A Resubdivision of White Marsh
Business Community, Section A, Lots 2 and 3” which plat is recorded among the
Land Records of Baltimore County, Maryland in Plat Book E.H.K. Jr., No. 52,
folio 80; containing 3.996 acres of land, more or less.


The improvements thereon
known as 8114 Sandpiper Circle.











Exhibit B


Assignment of Interests











EXHIBIT B


ASSIGNMENT
OF MEMBERSHIP/BENEFICIAL/PARTNERSHIP INTERESTS

AND AMENDMENT TO OPERATING AGREEMENT/


DECLARATION OF TRUST/PARTNERSHIP AGREEMENT 


(Insert Name of LLC or Business Trust)


THIS ASSIGNMENT OF MEMBERSHIP/BENEFICIAL/PARTNERSHIP
INTERESTS AND AMENDMENT TO OPERATING AGREEMENT/ DECLARATION OF
TRUST/PARTNERSHIP AGREEMENT is made as of the       
day of                  ,
2006 by and among Nottingham Properties, Inc., a Maryland corporation (“Seller”)
and Corporate Office Properties, L.P., a Delaware limited partnership (“Buyer”).


RECITALS:


A.                                                                     
(the “Company/Trust/Partnership”) is a limited liability company/business
trust/limited partnership created by the filing of a certificate of limited
liability company/business trust/limited partnership in the records of the
Maryland State Department of Assessments and Taxation on                                   
and governed by the Operating Agreement/Declaration of Trust/Partnership
Agreement dated as of                                   
(the “Operating Agreement/Declaration of Trust/Partnership Agreement”).


B.            Sellers
own all of the membership/beneficial/partnership interests in the
Company/Business Trust/Limited Partnership (the “Interest”).


C.            By
a Purchase and Sale Agreement dated                      ,
2006 (the “Purchase Agreement”), Seller agreed to sell to Buyer the Interest.


D.            The
purpose of this Assignment and Amendment is to evidence the transfer and
assignment to Buyer by Seller of the Interest in the Company/Business Trust/
Limited Partnership pursuant to the Purchase Agreement and to amend the
Operating Agreement/Declaration of Trust of the Company/Business Trust/ Limited
Partnership to reflect the transfer of the Interest.











NOW, THEREFORE, in consideration of the mutual
covenants of the parties and other good and valuable considerations, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:


1.             Recitals. 
The recitals are incorporated herein by reference.


2.             Assignment
of Interest to Buyer.  For value
received, Seller hereby grants, transfers and assigns to Buyer the Interest in
the Company/Business Trust/ Limited Partnership, free and clear of all liens,
charges and encumbrances.


3.             Acceptance
of Assignment.  Buyer hereby accepts
the grant and assignment of the Interest.


4.             Amendment
to Operating Agreement/Declaration of Trust/Partnership Agreement.  The Operating Agreement/Declaration of Trust
of the Company/Business Trust/ Limited Partnership is hereby amended to provide
that, as a result of the foregoing grant and 
assignment to Buyer, as of the date hereof, (a) Seller is no longer a
member/beneficial owner of the Company/Business Trust Limited Partnership, (b)
Buyer is the sole member/beneficial owner/limited partner of the
Company/Business Trust, (c) Buyer is the owner of all of the
membership/beneficial/partnership interests in the Company/Business Trust/
Limited Partnership, and (d) Seller has withdrawn as Manager of the
Company/trustee of the Business Trust/limited partner of the Limited
Partnership.


5.             Further
Assurances.  Seller hereby agrees to
execute and deliver promptly upon request of Buyer such further agreements or
instruments and do, or cause to be done, such further acts and things as may be
necessary or reasonably desired by Buyer to complete the assignment and transfer
of the Interest to Buyer as contemplated hereby.


6.             Ratification.  As amended herein, the Operating Agreement/
Declaration of Trust/Limited Partnership Agreement is ratified and affirmed.











IN WITNESS WHEREOF, the parties have executed this
Assignment and Amendment as of the day and year of first above written.


	
  

  	
  Seller: Nottingham
  Properties, Inc.

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By: 

  	
   

  	
   

  	 

	
   

  	
   

  	
    J. Joseph Credit

  	 

	
   

  	
   

  	
    President
  and CEO

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  Buyer: Corporate
  Office Properties, L.P.

  	 

	
   

  	
   

  	 

	
   

  	
  By: 

  	
  Corporate Office
  Properties Trust, its sole

    general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Roger A. Waesche, Jr.

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief Operating Officer and

  
	
   

  	
   

  	
   

  	
   

  	
  Executive Vice President