exhibit10_8.htm


     

    
      SECOND AMENDMENT
        TO
        AGREEMENT OF PURCHASE AND SALE 

           This SECOND AMENDMENT
        TO AGREEMENT OF
        PURCHASE AND SALE (this “Amendment”) is executed this 21st 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 as amended
        by
        First Amendment to Agreement of Purchase and Sale dated December 17, 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 due diligence
        period under the
        Contract expires on December 21, 2007 at 5:00 PM EST; 

           R-3 It is the intent
        of Seller and
        Purchaser to amend the Contract to, among other things, include certain
        additional conditions to Closing, and to establish Seller’s and Purchaser’s
        respective rights and obligations with respect to such conditions. 

      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.


                a.
        Section 3 of the Contract is hereby amended by modifying the Purchase Price
        to Sixteen Million and No/100 Dollars ($16,000,000.00). 

                b. Title:


                     (i)
        That certain Sanitary Sewer Easement and Cost Sharing Agreement dated
        September 14, 2004 and recorded as Instrument No. 20041007-0108681,


      
 


       

    


    
    

     

    

    
    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
    

     

    
      among the land
        records
        of Loudoun County, Virginia (the “Cost Sharing Agreement”) provides for the
        payment to Comstock Loudoun Station, L.C. (“Comstock”) of a sum equal to 12.7%
        of the cost of engineering, construction, permitting, bonding, land/easement
        acquisition and associated fees for the construction of certain Facilities
        (as
        defined in the Cost Sharing Agreement). It is the understanding of Seller
        and
        Purchaser that such Facilities have been constructed. As contemplated in
        Section 18 of that certain Contract between Reliance Insurance Company as
        Seller and TC MidAtlantic Development, Inc (as subsequently assigned to TC
        Epicenter, LLC) as Purchaser dated February 8, 2005 (the “Reliance
        Contract”), the sum due to Comstock from the Property under the Cost Sharing
        Agreement was fixed at an amount equal to 5.1% of the total costs of the
        Facilities with a maximum reimbursement of $130,650.00. Unless on or before
        Closing, Seller provides a certificate executed by Comstock in recordable
        form
        that the payment required from the Property under the Cost Sharing Agreement
        has
        been made then the Purchase Price shall be reduced by $130,650.00 and Purchaser
        shall release Seller from all obligation for any payment due from the owner
        of
        the Property under or pursuant to the Cost Sharing Agreement. 

                     (ii) That
        certain Access, Easement and Maintenance Agreement dated September 28,
        1993, recorded in Deed Book 1256, at Page 277, among the land records of
        Loudoun
        County, Virginia created an access easement that bisects the Property.
        Purchaser’s title company has agreed not to take exception to such access
        easement if Seller executes an affidavit in recordable form affirming to
        the
        best of its knowledge that such easement has terminated in accordance with
        its
        terms. Seller hereby agrees to execute such an affidavit in form and substance
        satisfactory to Seller, containing no indemnification and limited to the
        best of
        Seller’s knowledge. In the event Seller and Purchaser’s title company are unable
        to agree on the form of such affidavit, the same shall not be deemed a failed
        condition to closing and Purchaser shall irrespective thereof be obligated
        to
        proceed with Settlement. 

                     (iii) That
        certain Easement Agreement dated December 11, 1997 between Miller and Smith
        at Dulles Parkway Center, L.L.C. and Reliance Insurance Company purports
        to
        grant to Miller and Smith certain easements over the Reliance Property (as
        defined in such agreement) generally in the area defined in such agreement
        as
“Miller and Smith Easement Areas”. The Miller and Smith Easement Areas are
        described as shown on a plat that is not attached to such agreement. Seller
        shall use good faith efforts to obtain from Miller and Smith and deliver
        to
        Purchaser prior to closing an estoppel certificate in recordable form (and
        in a
        form to be supplied by Purchaser) confirming that such easement agreement
        does
        not encumber the Property; provided the same shall under no circumstances
        be
        deemed a condition precedent to closing under the Contract. 

                c. As
        contemplated in Section 10(vi) of the Contract, all required off-site
        easements or off-site right-of-way necessary for the construction of Purchaser’s
        Improvements including with respect to the Shellhorn Road Improvements (as
        defined herein) are to be recorded prior to Closing. Such condition is amended
        to provide that Seller shall obtain and record in the land records of Loudoun
        County an executed “Agreement to Cooperate” from each party for which an offsite
        easement or right-of-way is required in order to construct the Shellhorn
        Road
        Improvements which agreements shall be in the form attached hereto as Exhibit D except
        such agreements shall also be executed by any trustees and lenders under
        any
        deeds of 

      

 

       

    


    
    

     

    

    
    

     

    
      
        
        

      

      
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      trusts encumbering
        the
        property of such off-site owners. A list of the plats depicting the off-site
        easements and right-of-way known to be required to date for such Shellhorn
        Road
        Improvements is set forth on Exhibit A
        attached hereto and incorporated herein by reference. Any costs associated
        with
        the acquisition of such off-site right-of-way and easements including any
        payment to, or construction for the benefit of, the party granting such
        right-of-way or easement shall be paid by Seller. 

                d.
        Section 13 of the Contract contemplated that Purchaser would be seeking
        certain written confirmation from Loudoun County of what Proffers were the
        obligation of the Property, including what Proffers must be performed to
        develop
        the Property with the Purchaser’s Improvements. A copy of the written
        confirmation that Purchaser shall submit is set forth as Exhibit B
        attached hereto and incorporated herein by reference. Receipt of such written
        confirmation shall not be deemed a condition precedent to Settlement hereunder.
        

                e. Shellhorn
        Road
        Construction. Seller shall, during the pendency of the Contract, at its
        sole cost and expense, and MidAtlantic Realty Partners, LLC (“MRP”), shall,
        subsequent to Closing, at its sole cost and expense, diligently and continuously
        pursue the approval of the Shellhorn Road Improvements along the Property’s
        entire frontage including obtaining any required wetlands permit required
        in
        connection with the CPAP (as defined below) (the “Shellhorn Road Improvements”)
        as such improvements are shown on those Construction Plans and Profiles CPAP
        2007-0079 prepared by Urban Engineering & Associates dated December 11,
        2007 and as ultimately approved by Loudoun County, Virginia (“Shellhorn Road
        CPAP”). In addition to obtaining the approval of the Shellhorn Road CPAP, Seller
        (prior to Closing) and MRP (subsequent to Closing) shall diligently and
        continuously pursue obtaining the approval of the flood plain alteration
        study
        prepared by Urban Engineering & Associates dated September 24, 2007
        (County Reference No. FPAL 2007-0026) and associated easements (the “Flood
        Plain Alteration”) which easement (or in lieu thereof Agreements to Cooperate)
        shall be part of the agreements to be obtained prior to Closing pursuant
        to
        Section 3.c. hereof. Purchaser’s sole responsibility with respect to
        obtaining the approval of the Shellhorn Road CPAP and the Flood Plain Alteration
        shall be to post the bonds required by Loudoun County and the Virginia
        Department of Transportation with respect to the same. Within thirty
        (30) days of the Shellhorn Road CPAP being approved by Loudoun County,
        subject only to the posting of such bonds, and Purchaser being given written
        notice of the same by Seller, Purchaser shall give MRP written notice (at
        the
        address set forth on the signature page hereof) of whether it desires to
        have
        MRP construct the Shellhorn Road Improvements shown thereon, which improvements
        shall include any required utility relocations associated with the Shellhorn
        Road Improvements. If Purchaser elects to have MRP construct the Shellhorn
        Road
        Improvements, MRP shall commence such improvements within thirty (30) days
        of Purchaser’s notice to proceed (but not later than 60 days subsequent to
        the approval of the Shellhorn Road CPAP) and shall diligently and continuously
        pursue such construction to “Completion”. Completion shall be defined as the
        acceptance of such road by the Virginia Department of Transportation for
        maintenance and the release of all bonds posted with Loudoun County and the
        Virginia Department of Transportation with respect to such improvements.
        Purchaser shall pay to MRP the sum of One Million Five Hundred Thousand and
        No/100 Dollars ($1,500,000.00) in payment of MRP’s construction of the Shellhorn
        Road Improvements. Such funds shall be disbursed by Purchaser to MRP based
        

      

 

       

    


    
    

     

    

    
    

     

    
      
        
        

      

      
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      on monthly draws
        on a
        standard AIA form draw request, including lien waivers from the contractors
        and
        subcontractors performing the work and satisfactory inspections by a third
        party
        engineer reasonably acceptable to Purchaser and MRP that the work for such
        draw
        is requested has been completed in accordance with the approved plans therefore.
        Any cost incurred in the construction of Shellhorn Road Improvements in excess
        of the sum of One Million Five Hundred Thousand and No/100 Dollars
        ($1,500,000.00) shall be paid by MRP. Any portion of the $1,500,000 which
        has
        not been previously funded to MRP shall be paid to MRP within ten (10) days
        of Completion. 

                f.
        Pursuant to Proffer IX.F of the Proffers, “In the event that any one or more of
        the individual roadway improvements proffered by the Applicant is substantially
        performed by others prior to bonding for such construction by the Applicant,
        the
        actual paid and reasonable construction costs of such individual improvements
        shall be contributed by the Applicant to the County in lieu of Applicant’s
        construction obligation.” Figure I in Exhibit C to the Proffers, which
        includes the Property indicates that, as a part of the development of the
        Property, Route 607 northeast of Shellhorn Road was to be constructed by
        the
        owner of the Property as four lanes of a six lane divided roadway. Such road
        construction was performed by others thereby potentially triggering the cash
        in
        lieu of construction proffer set forth in Proffer IX.F. Seller agrees to
        escrow
        at closing the sum of $326,550.15 (the “Loudoun County Parkway Extension
        Escrow”). If (i) at the time of site plan approval for the Purchaser’s
        Improvements Loudoun County has not as part of such site plan approval required
        the payment of the cash in lieu of the Loudoun County Parkway Extension,
        and
        (ii) in response to the Purchaser’s Proffer interpretation (but not later
        than such site plan approval), Loudoun County has indicated that the owner
        of
        Property is not responsible for paying the cash in lieu of construction proffer
        for the Loudoun County Parkway Extension, then such escrow funds shall be
        released to the Seller. On the other hand, if at the time of such site plan
        approval or receipt of the proffer interpretation from Loudoun County (but
        not
        later than site plan approval), whichever occurs later, Loudoun County has
        indicated that the owner of the Property is responsible for the cash in lieu
        of
        construction proffer associated with such Loudoun County Parkway Extension,
        then
        the escrow funds shall be released to Purchaser up to the amount required
        to be
        paid by Purchaser to Loudoun County with any balance to be paid to Seller.
        In
        consideration of the foregoing, Purchaser covenants and agrees that it shall
        continue to prosecute to completion (or until the County has indicated pursuant
        to the preceding sentence that such cash in lieu payment is due) at its cost
        and
        expense, approval of the site plan in the form as previously submitted for
        the
        Property by Seller, which prosecution shall be diligent, in good faith and
        without interruption. Notwithstanding the foregoing, in the event Loudoun
        County
        determines that the owner of the Property is responsible for the entirety
        of the
        cash in lieu of construction proffer associated with such Loudoun County
        Parkway
        Extension (as opposed to a pro rata portion thereof) Seller shall have the
        right
        to appeal such determination and each of Purchaser and Seller acknowledge
        and
        agree that Seller may retain Brian J. Cullen for purposes of prosecuting
        such
        negotiation and appeal; with any refund of the amount so paid being the sole
        property of Seller. 

                g.
        Section 18 and 19(h) of the Contract are modified to permit Purchaser to
        make any disclosures required by applicable law, court order or governmental
        authority, including, but not limited to, any disclosures required to be
        made by
        the Securities Exchange Commission as part of any periodic filing requirement.
        

      

 

       

    


    
    

     

    

    
    

     

    
      
        
        

      

      
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           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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                MidAtlantic
        Realty Partners, LLC joins in the execution hereof for the purposes of
        evidencing its agreement to pursue the approvals and easements and to construct
        the Shellhorn Road Improvements as set forth in Section 3(e) hereof. 

      	 	 	 	 	 
	 	MIDATLANTIC REALTY PARTNERS,
              LLC, a
              Virginia
limited, liability company
 	 
	 	By:  	/s/
              Robert J. Murphy  	 
	 	Name:	Robert J. Murphy 	
            	 
	 	Title:  	Authorized Member 	
            	 
	 


      Address For Notices
        to
        MRP: 

      MidAtlantic Realty
        Partners, LLC
1133 21st Street,
        NW
Suite 720
Washington, DC 20036
Attn: J. Richard Saas 

      
 


       

    


    
    

     

    

    
    

     

    
      
        
        

      

      
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           Exhibit B 

      Form of Proffer
        Interpretation Request 

      December 7, 2007


      Ms. Susan
        Glass
Proffer Manager
Department of Building & Development
Zoning
        Administration
1 Harrison Street, S.E., 3rd Floor
Leesburg, VA 20177


           Re:     Loudoun
        Parkway Center; ZMAP 1990-0015 

      Dear Susan: 

      
        	I.	 	BACKGROUND


      

           As a follow-up
        to our meeting of
        November 29, 2007, with you and Marilee, we represent National Rural
        Utilities Cooperative Finance Corporation (“CFC”) which is contemplating
        relocating its corporate headquarters from Fairfax County to Loudoun County
        and
        specifically to that portion of Loudoun Parkway Center known as Land Bay
        M. On
        February 3, 1993, the Loudoun County Board of Supervisors approved ZMAP
        1990-0015 for Loudoun Parkway Center subject to the Proffer Statement dated
        December 11, 1992 and the letter of clarification dated February 2,
        1993. A copy of the Copy Teste and Proffers with the letter of clarification
        are
        enclosed as Tab A. Additionally, by Proffer Determination dated
        September 13, 2006, you clarified certain matters with respect to the
        phasing of the construction of Route 643, also known as Shellhorn Road. A
        copy
        of such Proffer Determination is attached as Tab B. 

      
        	II.	 	PURPOSE


      

           Loudoun Parkway
        Center was originally
        conceived as a large planned community, the development of which would be
        overseen by Reliance Insurance Company as a master developer. Reliance
        experienced financial difficulty and the ownership of the project has been
        splintered into several different owners. The purpose of this request is
        to
        determine (i) what proffers must be complied with in order to obtain permits
        for
        the development and use of Land 

      

 

       

    


    
    

     

    

    
    

     

    
      
        
        

      

      
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      Bay M and
        (ii) what proffers could potentially restrict the development of Land Bay
        M, in both cases for development, at an FAR of 0.5 for PD-OP uses (subject
        to
        the entire PD-OP portions of the project not exceed an FAR of 0.4). 

      
        	III.	 	DETERMINATION
                REQUEST


      

           In contemplation
        of its potential
        acquisition of Land Bay M, CFC would request your determination with respect
        to
        the following matters: 

           1. Proffer IX.A. provides,
        among
        other things that 

      “Consistent
        with the Concept Plan,
        the Applicant shall construct or bond for the construction the four lanes
        of
        on-site roads prior to final approval of any subdivision or site plan in
        the
        project that is projected to cause any on-site road to reach 8,000 vehicle
        trips
        per day based on the trip generation rate established by the ITE Trip Generation
        Manual, 5th edition, and as agreed to by the County and the
        Applicant”.

           As we discussed,
        it is our
        understanding of this proffer that it is intended to provide that if a
        particular road exceeds 8,000 vehicle trips per day, then that particular
        road
        must be four laned prior to the approval of the subdivision or site plan
        that
        would result in that particular road exceeding 8,000 vehicle trips per day.
        We
        do not read this language to contemplate that if any on-site road reaches
        8,000
        vehicle trips per day then all the on-site roads must be four laned. Please
        confirm our understanding is
        correct (“Request Number 1”).

           Additionally, please
        confirm that the
        development of Land Bay M at an FAR of 0.5 for a total gross floor area of
        590,238 of PD-OP uses in conjunction with any other existing development
        in
        Loudoun Parkway Center will not require that the owner of Land Bay M four
        lane
        any other road other than Shellhorn Road from the eastern boundary of Land
        Bay M
        to its intersection with Loudoun County Parkway, i.e.,
        please confirm that our
        development will not be deemed “to cause any on-site road to reach 8,000 vehicle
        trips per day” other then on-site roads that have already been “four
        laned" other
        than Shellhorn Road to the eastern

      

 

       

    


    
    

     

    

    
    

     

    
      
        
        

      

      
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      boundary
        of Land Bay M (“Request Number 2”).
        Attached as Tab C is an annotated version of Exhibit C to the Proffers
        which shows which roads have been four-laned. 

           2. Additionally, Proffer
        IX.B.
        provides: 

      “The
        Applicant’s development
        utilizing on-site linkages only shall generate no more than 20,000 average
        daily
        trips as determined by reference to the ITE Trip Generation Manual, 5th edition,
        and as agreed upon by the County and Applicant”.

      This
        Proffer further provides that: 

      “No
        zoning permits shall be issued
        for development on the Property which generates more than 20,000 average
        daily
        trips . . . unless off-site roadway links are in place sufficient to accommodate
        the ADT’s generated by development based upon the ADT increments shown on such
        figures, and provided further that each such off-site link is connected to
        an
        appropriate on-site roadway link as well as to the point of off-site terminus
        set forth on Exhibit C”.

                This in
        essence creates a bank of average daily trips against which the Loudoun Parkway
        Center’s development must be phased. Based on your follow-up e-mail to me, we
        should use the 7th
        edition of the ITE Trip Generation Manual in calculating how many average
        daily
        trips are currently generated by Loudoun Parkway Center. The annotated version
        of Exhibit C of the Proffers attached as Tab C shows that a total of 37,400
        average daily trips are available to Loudoun Parkway Center. Please
        confirm that you agree with
        this number (“Request Number 3”). Assuming you agree that there a
        total of 37,400 average daily trips available to Loudoun Parkway Center,
        the
        number of average daily trips that are currently in the “bank” against which the
        owner of Land Bay M must make sure that its development does not generate
        average daily trips in excess of equals 37,400 less the number of trips
        generated by the existing development at Loudoun Parkway Center (which at
        this
        point is just the residential development). For example, if the current average
        daily trips generated by 

      

 

       

    


    
    

     

    

    
    

     

    
      
        
        

      

      
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      the Loudoun Parkway
        Center project is 11,000, then based on the current status of the on and
        off-site road improvements the number of trips available to Land Bay M would
        be
        37,400 - 11,000=26,400. Additionally,
        please confirm that
        upon obtaining site plan approval for Land Bay M, such Land Bay shall be
        deemed
        to have been allocated a number of average daily trips from the “Bank”
sufficient to accommodate the development shown on such site plan, i.e.,
        Land
        Bay M will be vested in the development shown on the site plan for so long
        as
        such site plan remains valid (“Request Number 4”).

           3. Proffer IX.F. provides
        that


      “In
        the event that any one or more
        of the individual roadway improvements proffered by the Applicant herein
        is
        substantially performed by others prior to bonding for such construction
        by the
        Applicant, the actual paid and reasonable construction costs of such individual
        improvements shall be contributed by the Applicant to the County in lieu
        of the
        Applicant’s construction obligation. Such contributions in lieu of actual
        construction shall occur at the time specified in the applicable Proffer
        for
        construction or bonding of a specific improvement and shall be used for off-site
        roadway improvements in the vicinity and for the benefit of the Property
        ... ” 

           The annotated version
        of Exhibit C
        to the Proffers (attached as Tab C) shows which of the “on-site” proffered road
        improvements might have been constructed by others. Please
        confirm that if the County
        seeks a cash contribution for any of these improvements it will do so pro
        rata
        from all the owners within Loudoun Parkway Center (including the residential)
        not just one particular owner (“Request Number 5”). CFC
        has no objection to
        paying a pro rata share for such road improvements but would not want to
        pay the
        entire amount as a condition of a plan approval or permit, i.e. there should
        be
        no selective enforcement. 

           4. Proffer XI requires
        the
        creation of a Lot Owners Association. A now defunct former owner/developer
        of
        Loudoun Parkway Center had created an association, however, Land 

      

 

       

    


    
    

     

    

    
    

     

    
      
        
        

      

      
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      Bay M was never
        subjected to such association and such association is inactive to the best
        of
        our knowledge. Proffer 11 provides that: 

      “Lots
        proposed to be, or which are
        in fact apart of the lot Owners Association may be withdrawn and made a part
        of
        another Lot Owners Association “.

           Again, Land Bay
        M was never made a part
        of the Lot Owners Association created by the defunct developer, but
        please confirm that the owner of
        Land Bay M may establish a separate Lot Owners Association for Land Bay M
        and be
        in compliance with Proffer XIA (“Request
        Number 6”).

           Should you have
        any questions
        concerning the above, please call me. 

      	 	 	 	 	 
	 	Very truly yours,

Benjamin F. Tompkins
              
 	 


      BFT/der 

      Enclosures 

      

 

       

    


    
    

     

    

    
    

     

    
      
        
        

      

      
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      Exhibit D


      Form of Agreement
        to
        Cooperate
(To Be Modified To Include Trustees and
Lenders Under Any Deeds
        Of Trust) 

      AGREEMENT
        TO
        COOPERATE

           This Agreement
(“Agreement”)
is
        executed this
        ___ day of ___, 2007 among ALKESH TAYAL
        and KRISHNA TAYAL,
their
        successors and assigns
        (hereinafter collectively referred to as the “Owners”) ; and LOUDOUN
        LAND VENTURE
        LLC, a
        Delaware limited liability company, its successors and assigns (hereinafter
        referred to as “LLV”).


      RECITALS: 

           A. The Owners are
        the owners and
        proprietors of certain real property located in Loudoun County, Virginia,
        identified as Loudoun County Tax Parcel Identification Number (PIN)
        062-25-7314-000, containing approximately 20.0000 acres of land, more or
        less
        (the “Property”), which
        Property is more particularly shown and depicted on that certain plat numbered
        R.P. #12247-3, dated November, 2007, entitled “Plat Showing Street Dedication
        &Various
        Easements on the Property of
        ALKESH & KRISHNA TAYAL,” prepared by Urban, Ltd., of Chantilly,
        Virginia, and attached hereto as “Exhibit A”
        and incorporated herein by reference, (the “Plat”).

           B. LLV is the owner
        and proprietor
        of certain real property located in Loudoun County, Virginia, identified
        and
        known to the parties hereto as Loudoun County Tax Map Parcel Identification
        Number (PIN) 090-48-5422-000, containing approximately 27.6177 acres of
        land, more or less (the “LLV
        Property”).

      

 

       

    


    
    

     

    

    
    

     

    
      
        
        

      

      
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           C. LLV is in the process
        of
        developing the LLV Property and will be constructing certain road and
        infrastructure improvements adjacent to the Owners’ Property, which may include,
        without limitation, clearing and grading improvements, construction of road
        improvements, and construction and extension of utilities and storm drainage
        facilities, including sewer and/or water facilities, and the dedication of
        public street right-of-way and/or easements, which improvements, facilities
        and
        dedications shall hereinafter to referred to collectively as the “Facilities.”

           D. The general location
        of the
        Facilities to be installed on the Owners’ Property are more particularly
        depicted on Exhibit A. 

           E. The parties agree
        that
        installation of the Facilities upon the Owners’ Property will be mutually
        beneficial to both the Owners and LLV. 

           F. The Owners have
        agreed to
        dedicate roads and to grant easements permitting the installation, construction,
        repair and replacement of the Facilities, or to such public agency or provider
        of services as LLV directs. 

      AGREEMENT:


           NOW, THEREFORE,
        in consideration of the
        facts reflected by the foregoing recitations, and other good and valuable
        consideration, the receipt and sufficiency of which is hereby acknowledged
        as
        evidenced by the signatures of the parties hereto, under seal,
        the parties
        hereby agree as follows: 

           1. The foregoing recitations,
        Exhibit A and Exhibit B, as defined herein below, are a material part
        of this Agreement and are incorporated herein by this reference. 

           2. The Owners shall,
        within fifteen
        (15) calendar days following submission by LLV, execute such reasonable
        applications, easements, deeds, plats, licenses, or other 

      

 

       

    


    
    

     

    

    
    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
    

     

    
      instruments presented
        by LLV to support the creation, establishment, grant, construction and/or
        use of
        the Facilities over, under and/or upon the Owners’ Property. The Owners agree to
        exercise good faith efforts to secure any required lender and Trustee consents,
        subordinations and releases for all dedications and/or easements needed for
        construction of the Facilities on the Owners’ Property. 

           3. An easement, dedication,
        and/or
        facility to be established shall be deemed reasonable if located substantially
        within the area(s) depicted on Exhibit A. A deed, plat and/or other
        instrument shall be deemed reasonable if it is consistent with forms approved
        by
        the applicable governmental agencies or providers of public services. A draft
        form of the Deed for the dedication/conveyance of right-of-way and/or easements
        for the Facilities is attached hereto and incorporated herein as “Exhibit B,”
which
        shall be subject to
        any changes required for approval of governmental agencies and/or providers
        of
        public services. 

           4. The Owners further
        agree to
        continue to cooperate with LLV in connection with the planned development
        of
        LLV’s Property, including the grant and conveyance of currently unanticipated
        easements, provided that such easements do not materially interfere with
        the
        Owners’ intended use of the Property and that there is no cost or expense
        incurred by the Owners in such cooperation. 

           5. The Owners shall
        provide reasonable
        cooperation in the creation, establishment, dedication, grading and construction
        of the Facilities, which cooperation shall include, but not be limited to,
        the
        vacation and/or relocation of all or a portion of the public street
        right-of-way(s) and/or easement(s) as necessary for the dedication, grading
        and
        construction of the Facilities, further including but not limited to, those
        referred to herein. 

      

 

       

    


    
    

     

    

    
    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
    

     

    
           6. This Agreement
        is intended to
        be recorded among the land records of Loudoun County, Virginia, and shall
        be for
        the benefit of the parties and their successors and assigns in title, and
        the
        owner or owners of all or any portion of LLV’s Property and their heirs,
        successors and assigns in title, and shall burden the Owners’ Property and the
        owner or owners of all or any portion thereof and their successors and assigns
        in title. This Agreement shall automatically become null and void at such
        time
        as construction of the Facilities is complete and all bonds for construction
        of
        the Facilities have been release by the applicable governmental agencies
        and/or
        providers of public services. Upon termination of this Agreement, upon request
        by either the Owners or LLV, the parties hereto mutually agree to execute
        a
        recordable confirmation of termination of this Agreement. 

           7. This Agreement
        shall be
        construed in accordance with the laws of the Commonwealth of Virginia. 

           8. If any term, covenant,
        or
        condition of this Agreement or the application thereof to any person or
        circumstance shall to any extent be invalid or unenforceable, then the remainder
        of this Agreement or the application of such term, covenant or condition
        to any
        other person or circumstance shall not be affected thereby, and each such
        term,
        covenant and condition shall be valid and enforceable to the fullest extent
        permitted by law. 

           9. This Agreement
        may be signed in
        two or more counterparts, each of which shall be deemed an original and all
        of
        which together shall constitute one and the same instrument. 

           10. In the event
        the Owners breach this
        Agreement, LLV shall be entitled to specific performance, which shall further
        include the right to collect costs of enforcement, including, without
        limitation, attorney’s fees. In addition to the foregoing, LLV shall have a
        limited power of attorney for the sole and specific purpose of granting any
        reasonable easements which the 

      

 

       

    


    
    

     

    

    
    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
    

     

    
      Owners refuse to
        execute. This power of attorney shall be irrevocable but shall be limited
        to the
        purposes set forth in this Agreement. 

           WITNESS the following
        signatures and
        seals: 

      [SIGNATURE PAGES
        FOLLOW] 

      

 

       

    


    
    

     

    

    
    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    
    

     

    
      	 	 	 	 	 
	 	OWNERS:
 	 
	 	 	(SEAL)  
	 	ALKESH TAYAL 	 
	 
	 	 	(SEAL) 
	 	KRISHNA TAYAL 	 
	 	 	 
	 


      STATE/COMMONWEALTH
        OF
                                                            ,
CITY/COUNTY
        OF                                     
                                                        ,
        to wit: 

           I, the undersigned
        Notary Public, in
        and for the jurisdiction aforesaid, do hereby certify that ALKESH TAYAL,
        whose
        name is signed to the foregoing Agreement, appeared before me and personally
        acknowledged the same in my jurisdiction aforesaid. 

           GIVEN under my
        hand and seal this                     day
        of                                    
                                                     ,
        2007. 

      
        	 	 	 
	
                My Commission
                  expires:

              	 	 
	
                
                

              	 	 
	
                
                   

                

              	 	
                 
Notary
                Public — Registration No.                                    


      

      STATE/COMMONWEALTH
        OF
                                                            ,
CITY/COUNTY
        OF                                     
                                                        ,
        to wit: 

           I, the undersigned
        Notary Public, in
        and for the jurisdiction aforesaid, do hereby certify that KRISHNA TAYAL,
        whose
        name is signed to the foregoing Agreement, appeared before me and personally
        acknowledged the same in my jurisdiction aforesaid. 

           GIVEN under my
        hand and seal this                     
        day of                                      
                               ,
        2007. 

      
        	 	 	 
	
                My Commission
                  expires:

              	 	 
	
                 

              	 	 
	
                
                   

                

              	 	
                 
Notary
                Public — Registration No.                                     


      

      

 

       

    


    
    

     

    

    
    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    
    

     

    
      	 	 	 	 	 
	 	
              LOUDOUN LAND VENTURE LLC, a Delaware 

              limited liability company
 

            	 
	 	By:  	 	(SEAL) 
	 	Name: 	 	 	 
	 	Title:  	
            	 	 
	 


      STATE/COMMONWEALTH
        OF
                                                            ,
CITY/COUNTY
        OF                                     
                                                        ,
        to wit: 

           I, the undersigned
        Notary Public, in
        and for the jurisdiction aforesaid, do hereby certify that                                                                                 ,
        as                                                                                 
        of LOUDOUN LAND VENTURE LLC, whose name is signed to the foregoing Agreement,
        appeared before me and personally acknowledged the same in my jurisdiction
        aforesaid. 

           GIVEN under my
        hand and seal this                     
        day of                                                             ,
        2007. 

      
        	 	 	 
	
                My Commission
                  expires:

              	 	 
	
                 

              	 	 
	
                
                   

                

              	 	
                 
Notary
                Public — Registration No.                                     


      

      

 

       

    


    
    

     

    

    
    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    
    

     

    
      TRUSTEES
        CONSENT AND
        SUBORDINATION

      The undersigned
        Trustees, at the request of the Beneficiary as evidenced hereinafter, join
        in,
        without liability or obligation, for the sole purpose of subordinating the
        lien
        of the Deed of Trust, as described hereinafter in the Consent of Beneficiary
        to
        Agreement to Cooperate, to the terms and conditions of said Agreement to
        Cooperate, dated                     ,
        2007, and further to evidence its agreement to subordinate the lien of the
        Deed
        of Trust to the easement and/or dedications referenced hereinto. 

      	 	 	 	 	 
	 	TRUSTEES:
(either of whom may
              act)
 	 
	 	 	(SEAL)  
	 	GEORGE L. GRECO, TRUSTEE 	 
	 
	 	 	(SEAL)  
	 	NEIL I. TITLE, TRUSTEE 	 
	 	 	 
	 


      COMMONWEALTH/STATE
        OF
                                                            ,
CITY/COUNTY
        OF                                     
                                                        ,
        to wit: 

           I, the undersigned
        Notary Public, in
        and for the jurisdiction aforesaid, do hereby certify that GEORGE L. GRECO,
        TRUSTEE, whose name is signed to the foregoing Trustees Consent and
        Subordination, appeared before me and personally acknowledged the same in
        my
        jurisdiction aforesaid. 

           GIVEN under my
        hand and seal this                     
        day of                                       
                              ,
        2007. 

      
        	 	 	 
	
                My commission
                  expires:

              	 	 
	
                 

              	 	 
	
                
                   

                

              	 	
                 
Notary
                Public — Registration No.                                      


      

      COMMONWEALTH/STATE
        OF
                                                            
CITY/COUNTY
        OF                                     
                                                        ,
        to wit: 

           I, the undersigned
        Notary Public, in
        and for the jurisdiction aforesaid, do hereby certify that NEIL I. TITLE,
        TRUSTEE, whose name is signed to the foregoing Trustees Consent and
        Subordination, appeared before me and personally acknowledged the same in
        my
        jurisdiction aforesaid. 

           GIVEN under my
        hand and seal this                     
        day of                                         
        2007.

      
        	 	 	 
	
                My commission
                  expires:

              	 	 
	
                 

              	 	 
	
                
                   

                

              	 	
                 
Notary
                Public — Registration No.                                       


      

      

 

       

    


    
    

     

    

    
    

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    
    

     

    
      CONSENT
        OF BENEFICIARY TO
        AGREEMENT TO COOPERATE

           The undersigned,
        as beneficiary
        (“Beneficiary”) under that certain Deed of Trust, dated November 11, 2004,
        and recorded among the land records of Loudoun County, Virginia (“Land
        Records”), as Instrument Number 20041115-0121182, as modified by Allonge and
        Modification Agreements recorded as Instrument Numbers 20060501-0038482,
        20060929-0083657 and 20070629-0049437, among the Land Records (collectively,
        the
“Deed of Trust”), hereby consents and agrees to the execution and recordation of
        the foregoing Agreement to Cooperate, dated                     ,
        2007 (the “Agreement”), and the subordination of the lien of the Deed of Trust
        to the terms and conditions of the Agreement, and for such purposes hereby
        directs the Trustees under the Deed of Trust to join in the execution and
        delivery of the Agreement. 

      	 	 	 	 	 
	 	BENEFICIARY

VIRGINIA
              COMMERCE
              BANK
 	 
	 	By:  	 	 
	 	Name:	  	 	 
	 	Title: 	 	 	 
	 


      STATE/COMMONWEALTH
        OF
                                                            
CITY/COUNTY
        OF                                     
                                                        ,
        to wit: 

           I, the undersigned
        Notary Public, in
        and for the jurisdiction aforesaid, do hereby certify that                                                             
        as                 
                                            
        of the VIRGINIA COMMERCE BANK, BENEFICIARY, whose name is signed to the
        foregoing Consent of Beneficiary to Agreement to Cooperate, appeared before
        me
        and personally acknowledged the same in my jurisdiction aforesaid. 

           GIVEN under my
        hand and seal this                     
        day of                                         
        , 2007. 

      
        	 	 	 
	
                My Commission
                  expires:

              	 	 
	
                 

              	 	 
	
                
                   

                

              	 	
                 
Notary
                Public — Registration No.                                     


      

      

 

       

      
        
          
          

        

        
          
            28