exhibit10_7.htm


    
      FIRST AMENDMENT
        TO
        AGREEMENT OF PURCHASE AND SALE 

           This FIRST AMENDMENT
        TO AGREEMENT OF
        PURCHASE AND SALE (this “Amendment”) is executed this 17th day of December,
        2007,
        by and between LOUDOUN LAND VENTURE LLC, a Delaware limited liability company
        (“Seller”), and NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a
        District of Columbia cooperative association (“Purchaser”). 

      RECITALS: 

           R-l Purchaser and
        Seller have entered
        into an Agreement of Purchase and Sale dated November 28, 2007 (the “Contract”),
        pursuant to which Seller agreed to sell to Purchaser and Purchaser agreed
        to
        purchase from Seller that certain parcel of real property located in Loudoun
        County, Commonwealth of Virginia, consisting of approximately 27.6177 acres
        of
        land, as more particularly described in such Contract (the “Property”); 

           R-2 The Feasibility
        Study Period under
        the Contract expires on December 17, 2007 at 5:00 PM EST; 

           R-3 It is the intent
        of Seller and
        Purchaser to amend the Contract to extend the Feasibility Study Period until
        December 21, 2007 at 5:00 PM EST. 

      WITNESSTH: 

           NOW, THEREFORE,
        in consideration of Ten
        Dollars ($10.00) in hand paid, the mutual covenants and responsibilities
        reflected herein, the premises herein contained and for other good and valuable
        consideration, the receipt and sufficiency of which are hereby acknowledged,
        the
        undersigned parties hereby agree as follows: 

           1. Terminology.
        All
        capitalized terms not otherwise defined herein shall have the meanings given
        them in the Contract 

           2. Incorporation
        of
        Recitals. The recitals set forth above are incorporated herein as if set
        forth at length. 

           3. Amendments.


           Section 12 of the Contract
        is
        hereby amended to extend the Feasibility Study Period until December 21,
        2007 at 5:00 PM EST. 

           4. Full
        Force and
        Effect. Except as modified herein, all of the provisions of the Contract
        shall remain in full force and effect as originally written. 

           5. Counterpart
        Execution. This Amendment may be executed in multiple counterparts, all
        of which when taken together shall constitute one original. 

      
 


       

    


    
    

     

    

    
    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
    

     

    
           IN WITNESS WHEREOF,
        the parties hereto
        have executed or have caused to be executed under seal this Amendment as
        of the
        day and year first above written, 

      	 	 	 	 	 
	 	
              SELLER:

LOUDOUN LAND VENTURE LLC, a Delaware 

              limited liability company
 

            	 
	 	By:  	Cornerstone
              Real Estate Advisers LLC,  	 
	 	 	its manager 	 
	 	 	 	 
	 	By:  	/s/
              Linda H. Young  	 
	 	Name: 	Linda H. Young 	
            	 
	 	Title:  	Vice President 	
            	 


      

 

       

    


    
    

     

    

    
    

     

    
      
        
        

      

      
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              PURCHASER:

NATIONAL RURAL UTILITIES 

              COOPERATIVE FINANCE CORPORATION, a 

              District of Columbia cooperative association
 

            	 
	 	By:  	/s/
              John T. Evans  	 
	 	Name: 	John T. Evans	
            	 
	 	Title: 	Senior Vice President	 	 
	 


      



    

     

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