Exhibit 10.33


 


PURCHASE
AGREEMENT BETWEEN


COMSTOCK
POTOMAC YARD, L.C. AND


COMSTOCK
ASSET MANAGEMENT, L.C.


November 12, 2004


 


TABLE OF
CONTENTS


 


	
  Paragraph

  	
   

  	
   

  
	
   

  	
   

  
	
  Article I - Commercial Units, Purchase
  Price, Payment

  	
   

  
	
   

  	
   

  	
   

  
	
  1.01

  	
  Commercial
  Units

  	
   

  
	
  1.02

  	
  Purchase
  Price

  	
   

  
	
  1.03

  	
  Payment

  	
   

  
	
   

  	
   

  	
   

  
	
  Article II - Deposit

  	
   

  
	
   

  	
   

  	
   

  
	
  2.01

  	
  Amount

  	
   

  
	
  2.02

  	
  Reserved

  	
   

  
	
   

  	
   

  	
   

  
	
  Article III - Title

  	
   

  
	
   

  	
   

  	
   

  
	
  3.01

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  
	
  Article IV - Feasibility and
  Engineering

  	
   

  
	
   

  	
   

  	
   

  
	
  4.01

  	
  Feasibility Study Period

  	
   

  
	
  4.02

  	
  Seller Documents

  	
   

  
	
   

  	
   

  	
   

  
	
  Article V - Pre-Conditions of
  Settlement

  	
   

  
	
   

  	
   

  	
   

  
	
  5.01

  	
  Pre-Conditions

  	
   

  
	
   

  	
   

  	
   

  
	
  Article VI - Closing and
  Possession

  	
   

  
	
   

  	
   

  	
   

  
	
  6.01

  	
  Preclosing Inspection

  	
   

  
	
  6.02

  	
  Conveyance

  	
   

  
	
  6.03

  	
  Deed of Conveyance

  	
   

  
	
  6.04

  	
  Taxes and Assessments

  	
   

  
	
  6.05

  	
  Future Encumbrances

  	
   

  
	
  6.06

  	
  FIRPTA

  	
   

  
	
  6.07

  	
  Performance

  	
   

  
	
  6.08

  	
  Temporary Use and Occupancy

  	
   

  
				



 


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  Paragraph

  	
   

  	
   

  
	
   

  	
   

  
	
  Article VII - Declaration of
  Condominium

  	
   

  
	
   

  	
   

  	
   

  
	
  7.01

  	
  Declaration of Condominium

  	
   

  
	
   

  	
   

  	
   

  
	
  Article VIII - Purchaser’s
  Improvements

  	
   

  
	
   

  	
   

  	
   

  
	
  8.01

  	
  Improvements

  	
   

  
	
  8.02

  	
  Maintenance of Construction Site

  	
   

  
	
  8.03

  	
  Purchaser’s Construction Activities

  	
   

  
	
  8.04

  	
  Compliance with Laws

  	
   

  
	
   

  	
   

  	
   

  
	
  Article IX - Default

  	
   

  
	
   

  	
   

  	
   

  
	
  9.01

  	
  Purchaser

  	
   

  
	
  9.02

  	
  Seller

  	
   

  
	
   

  	
   

  	
   

  
	
  Article X - Agents and Commission

  	
   

  
	
   

  	
   

  	
   

  
	
  10.01

  	
  Liability

  	
   

  
	
   

  	
   

  	
   

  
	
  Article XI - Condemnation

  	
   

  
	
   

  	
   

  	
   

  
	
  11.01

  	
  Notice and Award

  	
   

  
	
   

  	
   

  	
   

  
	
  Article XII - Seller’s
  Representations

  	
   

  
	
   

  	
   

  	
   

  
	
  12.01

  	
  General

  	
   

  
	
  12.02

  	
  Specific

  	
   

  
	
  12.03

  	
  Mechanic’s Liens

  	
   

  
	
  12.04

  	
  Indemnification

  	
   

  
	
  12.05

  	
  Affidavit

  	
   

  
	
  12.06

  	
  Survival

  	
   

  
	
   

  	
   

  	
   

  
	
  Article XIII - Purchaser’s
  Representations

  	
   

  
	
   

  	
   

  	
   

  
	
  13.01

  	
  General

  	
   

  
	
  13.02

  	
  Indemnification

  	
   

  
	
  13.03

  	
  Survival

  	
   

  
	
   

  	
   

  	
   

  
	
  Article XIV - Miscellaneous

  	
   

  
	
   

  	
   

  	
   

  
	
  14.01

  	
  Notice

  	
   

  
	
  14.02

  	
  Survival

  	
   

  
				



 


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  Paragraph

  	
   

  	
   

  
	
   

  	
   

  
	
  14.03

  	
  Assignment

  	
   

  
	
  14.04

  	
  Construction of
  Agreement

  	
   

  
	
  14.05

  	
  Duration and Acceptance of Offer

  	
   

  
	
  14.06

  	
  Continuing Rights and Obligations

  	
   

  
	
  14.07

  	
  Validity

  	
   

  
	
  14.08

  	
  Litigation

  	
   

  
	
  14.09

  	
  Effective Date

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  Description of the Project

  	
   

  
	
  Exhibit B-1

  	
  Description of Commercial Unit #1-#5

  	
   

  
	
  Exhibit C

  	
  Temporary Use and Occupancy Agreement

  	
   

  
	
  Exhibit D

  	
  Deposit Deed of Trust

  	
   

  
	
  Exhibit E

  	
  Unit Finishing Specifications

  	
   

  
					



 


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PURCHASE AGREEMENT


 


THIS PURCHASE AGREEMENT, entered into this 12th day of
November, 2004 (the “Effective Date”) between COMSTOCK
POTOMAC YARD, L.C., a Virginia limited liability company,
hereinafter known as “Seller”, and COMSTOCK
ASSET MANAGEMENT, L.C., a Virginia limited liability company,
hereinafter known as “Purchaser”.


 


WHEREAS, the Seller is the owner of a certain parcel of real property located
in Arlington County, Virginia containing 4.8313 acres, more or less, known as
Potomac Yard- Landbay “F”, as more particularly identified on Exhibit A attached hereto (the “Project”);
and


 


WHEREAS, the Seller has submitted a Condominium Registration Application (the “Application”)
to the Commonwealth of Virginia Real Estate Board (the “Board”) which, upon
approval, would allow for the development and sale of the Project as a
condominium (“Condominium”) containing both residential units (“Residential
Units”) and retail commercial units (“Commercial Units”); and


 


WHEREAS, the
Condominium will be developed in no less than two (2) major phases, one phase
being referred to as the “West Tower” which will contain up to two hundred
forty four (244) Residential Units and up to two (2) Commercial Units
(Commercial Unit #1 and Commercial Unit #2. 
The second major phase being referred to as the “East Tower”, will
contain up to two hundred twenty eight (228) Residential Units and up to three (3) Commercial
Units (Commercial Unit #3, Commercial Unit #4 and Commercial Unit #5).  Commercial Units #1-5 are more particularly
identified on Exhibit B
hereto; and


 


WHEREAS,
Seller is primarily a residential builder and lacks the personnel to adequately
and professionally lease and administer retail space and in consideration of
Purchaser providing the Seller with a deposit which may be utilized to satisfy
in part Seller’s equity requirements for the Project, Purchaser has been given,
after recordation of the appropriate declaration of condominium (“Declaration
of Condominium”) forming the Condominium, the right to occupy and lease on a
temporary basis the five (5) Commercial Units and thereafter to purchase
the five (5) Commercial Units from the Seller upon the terms and conditions as are more specifically
hereinafter set forth.


 


NOW, THEREFORE, WITNESSETH: For and in consideration of the mutual
promises and covenants herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Seller hereby grants to Purchaser the right to purchase and the Purchaser
hereby agrees to purchase in fee simple the Commercial Units on the following
terms and conditions:


 


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ARTICLE I


COMMERCIAL UNITS, PURCHASE PRICE, PAYMENT


 


1.01                           Commercial Units.    
Purchaser agrees to purchase the Commercial Units and Seller agrees to
sell and convey all of Seller’s right, title and interest in and to the
Commercial Units together with any and all improvements, appurtenances, rights,
privileges and easements benefiting, belonging, or pertaining to the Commercial
Units (all of which shall be deemed part of the Commercial Units for the
purposes of this Agreement), pursuant to the terms and conditions hereof.


 


1.02                           Purchase Price.     Subject
to all of the terms and conditions of this Agreement, Seller agrees to sell and
Purchaser agrees to purchase the Commercial Units for a total price (the “Purchase
Price”) of FOURTEEN MILLION FIVE HUNDRED
THOUSAND AND NO\100THS DOLLARS ($14,500,000.00).  For tax valuation and assessment purposes
only, the Purchase Price has been allocated to each Commercial Unit based on
the approximate square footage contained within each Commercial Unit as it
relates to the total square footage of all of the Commercial Units.  The allocable Purchase Price for the
Commercial Units are as follows:


 


	
  Commercial Unit
  #1

  	
   

  	
  41,000 square feet

  	
   

  	
  $

  	
  9,034,500.00

  	
   

  
	
  Commercial Unit
  #2

  	
   

  	
  11,427 square feet

  	
   

  	
  $

  	
  2,518,000.00

  	
   

  
	
  Commercial Unit
  #3

  	
   

  	
  10,197 square feet

  	
   

  	
  $

  	
  2,247,500.00

  	
   

  
	
  Commercial Unit
  #4

  	
   

  	
  1,370 square feet

  	
   

  	
  $

  	
  301,500.00

  	
   

  
	
  Commercial Unit
  #5

  	
   

  	
  1,809 square feet

  	
   

  	
  $

  	
  398,500.00

  	
   

  
	
  Total

  	
   

  	
  65,803 square feet

  	
   

  	
  $

  	
  14,500,000.00

  	
   

  



 


The
parties hereto agree and acknowledge the square footages of the Commercial
Units may increase or decrease when constructed and the Purchase Price shall
not increase or decrease based on such fluctuations unless specifically agreed
to by the parties in writing.


 


1.03                           Payment.    
The applicable portion of the Purchase Price shall be paid by Purchaser
in cash, certified check, bank cashier’s check or by wire transfer of funds at
settlement and closing on each Commercial Unit.


 


ARTICLE II


DEPOSIT


 


2.01                           Amount.


 


a.                                       On or before the later
of (i) the expiration of the Feasibility Study Period (as hereinafter
defined); or (ii) concurrent with the release of the existing deed of
trust recorded as a second lien against the Project and securing a loan to the
Seller from Comstock Capital Partners, L.C. (the “Junior Loan”); the Purchaser
shall deliver to Premier Title, Inc. (the “Escrow Agent”), cash in the sum
of EIGHT MILLION AND NO/100THS DOLLARS
($8,000,000.00),
hereinafter referred to as the “Deposit”. 
The Deposit shall be released by the Escrow Agent to the Seller upon the
Seller’s execution and recordation a temporary deed of trust encumbering
the Project in favor of Purchaser, the form of which is attached hereto as Exhibit       
(the “Deposit Deed of Trust”), which Deposit Deed of Trust shall secure the
return of the Deposit to Purchaser


 


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in the event of any
occurrence which gives rise to Purchaser’s right to a refund of the Deposit
pursuant to the terms of this Agreement pending the Seller’s closing of a
permanent acquisition and construction loan for the Project (the Project Loan”).  Purchaser agrees the lien of such Deposit
Deed of Trust is fully subordinate to any existing liens on the Project and
concurrent with the closing of the Project Loan, Purchaser shall deliver to
Escrow Agent in escrow, a release of the Deposit Deed of Trust.


 


b.                                      Should the Purchaser fail to timely deliver
the Deposit to the Seller, the Seller shall have the right, upon written notice
to the Purchaser, to terminate this Agreement whereupon the parties shall have
no further obligation one to the other hereunder, except for Purchaser’s
indemnification obligations pursuant to Paragraph 4.01 hereof.


 


2.02.                        Release.     The
Deposit, unless previously returned to the Purchaser or released to the Seller
pursuant to the default terms of this Agreement, shall be credited to the
Purchase Price at settlement and closing.


 


ARTICLE III


TITLE


 


3.01                           Title.     The Seller covenants that
it is, or will be, the fee simple owner of the Commercial Units, subject to all
instruments forming the chain of title to the Commercial Units, that it has
full legal, beneficial, and equitable ownership of the Commercial Units and
that it has the right and power to convey the Commercial Units.  The Commercial Units are to be sold and
conveyed free of liens, and title is to be good of record, merchantable and
insurable.  Title shall be fully
insurable under a full coverage owner’s title policy issued by a recognized
title insurance company of Purchaser’s choice, at standard rates and without
requirement or exception subject, however, to the Declaration of Condominium,
to all standard pre-printed exceptions and to any easements, covenants,
rights-of-way or declaration of covenants of record.  On or before sixty (60) days after the
Effective Date, Purchaser will cause an examination of title to the Commercial
Units to be made (the “Title Examination”). 
Purchaser shall advise Seller in writing on or before such sixty (60)
day period (hereinafter referred to as the “Title Notice”) of any item other
than the Permitted Exceptions that, in Purchaser’s sole discretion, will
impede, hinder use of, or unreasonably interfere with Purchaser’s intended
buildout and use of the Commercial Units (hereinafter referred to as “Objections”).  Any item contained in the Title Examination
not set forth on the Title Notice shall be considered a Permitted
Exception.  If any such Objection shall
be of such a nature that it can be corrected by proper and efficient action,
including legal action, by Seller, then Seller, at Seller’s sole option, may
take appropriate action, legal or otherwise, to promptly cure said defect.  Seller shall advise Purchaser in writing
within five (5) business days of receipt of the Title Notice of any
Objections which Seller determines it will be unwilling and/or unable to so
cure at or prior to the initial settlement and closing; and it shall be a
condition precedent to such closing that all Objections that Seller is
obligated to cure shall be cured by Seller at or prior to such closing.  In the event Seller advises Purchaser of its
unwillingness and/or inability to so cure one or more Objections, Purchaser
may, at its


 


3





















 


option,
within five (5) days from receipt of Seller’s response, elect to either (i) waive
such Objections and proceed with this Agreement; or (ii) terminate this
Agreement.


 


Notwithstanding
anything to the contrary above, any deeds of trust, judgments, unpaid state or
federal taxes, inheritances taxes, unpaid real estate taxes, or any other liens
against the Commercial Units that can be cured by the payment of money shall be
first paid and released of record by the settlement agent or attorney at
settlement (if not sooner paid and released of record by Seller), utilizing the
proceeds paid by Purchaser at settlement.


 


The
state of title at date of each settlement and closing shall be the same as is
disclosed by the Title Examination, except for recordation of the Declaration
of Condominium and those other matters which are approved by Purchaser, or
Seller shall be in default and Purchaser may exercise its remedies pursuant to
this paragraph or Paragraph 9.02 hereof.


 


ARTICLE IV


FEASIBILITY AND ENGINEERING


 


4.01.                        Feasibility
Study Period.     Purchaser and its agents, representatives
employees and consultants have had the right, during normal business hours to
enter upon the Project for the purpose of performing environmental and
engineering surveys and to make feasibility, zoning, marketing and economic
tests and studies of the Commercial Units in order to determine whether the
Commercial Units to be constructed at the Project are suitable for Purchaser’s
needs and Purchaser has largely satisfied its due diligence inquiry.


 


As
such, in the event the final results of the aforesaid architectural,
engineering, zoning, feasibility, marketing and other tests and studies
performed by or on behalf of Purchaser are not, in Purchaser’s sole, exclusive,
and nonereviewable discretion, satisfactory to Purchaser, Purchaser may at any
time prior to Project Loan Closing (the “Feasibility Study Period”) upon
written notice to Seller, terminate this Agreement, after which event neither party
shall have any further liability to the other hereunder except as required by
this Paragraph.


 


In the event Purchaser, its agents, representatives,
employees or consultants, enter upon the Project for the purpose contained
herein, Purchaser agrees to promptly pay for all expenses thereof and further
agrees to indemnify Seller from and against any and all loss, damage or claim
resulting from the negligence or willful acts of this Purchaser, its agents,
representatives, employees or consultants.


 


4.02                           Seller
Documents.     In addition to any other documents Seller
is obligated to deliver to Purchaser under this Agreement, Seller shall, upon
written request by Purchaser, deliver to Purchaser without cost to Purchaser,
within seven (7) days after the written request, copies of any of the
following which are in Seller’s possession or control (collectively, “Documents”):  (a)  title report for the Project; (b) the
architectural and


 


4





















 


engineering
plans (“Plans”) for the construction of the Commercial Units as cold dark
shells (as hereinafter defined); (c)  level one environmental assessment
for the Project; (d) the Declaration of Condominium, and (e) a
complete copy of the $100 million dollar environmental coverage policy of
insurance issued by the Chubb Group of insurance companies and under which
Seller has been identified as a named insurance through an appropriate
endorsement or rider and Purchaser shall be added to that policy as a named
insured.  Should the Seller fail to
timely deliver the Documents to the Purchaser, the Feasibility Study Period
shall be extended day for day until such time as all of the Documents have been
delivered to the Purchaser.


 


ARTICLE V


PRE-CONDITIONS OF SETTLEMENT


 


5.01                           Pre-Conditions.    
Should all settlements not be completed on or before three years from
the date of Project Loan Closing, as a result of any of the following
pre-conditions of settlement (“Preconditions”) not being satisfied, Purchaser,
at its sole discretion, may by written notice to Seller (i) terminate this
Agreement; or (ii) waive such pre-condition and proceed to settlement on
the remaining Commercial Units. Should this Agreement be terminated pursuant to
this paragraph, the Purchaser shall return any portion of the Deposit not
credited against previous settlements to the Purchaser and thereafter the
parties shall have no further obligation pursuant to this Agreement, except for
the indemnification obligations set forth in Paragraph 4.01 and as otherwise
provided in Paragraph 14.06.  The
Pre-Conditions are as follows:


 


a.                                       The Application shall have been approved by
the Board and the Declaration of Condominium shall have been recorded among the
land records of Arlington County, Virginia creating the Commercial Units as
separate and individual units within the Project.  In connection with this requirement, Seller
is entitled to an shall receive a legally and fully approved condominium unit
under Virginia law.


 


b.                                      Construction
of the Commercial Unit then to be settled upon shall be completed so that such
Commercial Unit shall be considered a warm vanilla shell.  For the purpose of this Agreement, a “warm
vanilla shell” shall be defined as the full and complete completion of the
Commercial Unit pursuant to the Plans and in accordance with Exhibit E attached hereto.  Provided however, Purchaser and its brokers
shall have utilized all commercially reasonable efforts available to negotiate
leases with prospective tenants in such a manner as to reduce the amount of
construction required to meet these requirements with all cost savings realized
to be credited against Seller’s obligations pursuant hereto.


 


c.                                       No governmental action or inaction (such as
but not limited to the imposition of a sewer moratorium) shall have been taken,
or shall have been publicly announced to be taken, by any applicable
governmental authority, which would increase the cost of, or materially
increase the processing time for obtaining all necessary permits or utilities
required for the construction, occupancy use of each Commercial Unit as a


 


5





















 


retail
establishment or would materially increase the cost of or materially delay the
buildout of the Commercial Units.


 


d.                                      Title to the Commercial Units is as required
by Paragraph 3.01 hereof.


 


e.                                       The representations, warranties and covenants
of Seller contained within this Agreement are true and correct.


 


ARTICLE VI


CLOSING AND POSSESSION


 


6.01                           Preclosing
Inspection.  Within five (5) days after the request
of either party to do so or immediately prior to each settlement, whichever is
sooner, Purchaser shall accompany Seller on an inspection of the Commercial
Units which are ready for settlement. 
Upon completion of each such inspection, an Inspection Report shall be
completed jointly by Purchaser and Seller, indicating thereon any noncompliance
with the provisions of this Agreement and/or noting any incomplete or defective
work performed or to be performed by Seller. 
Failure for the non-requesting party to participate in such inspections
will be considered an acceptance of the Inspection Report as prepared by the
requesting party.  Any defective or
uncompleted work shall be corrected or completed by Seller within sixty (60)
days of said inspection.  Unless Seller
has begun and is progressing with all reasonable diligence toward completion at
the end of said sixty (60) day period, Purchaser may perform the work and
Seller shall compensate Purchaser (in cash or by credit on future settlements)
for its actual costs to complete or correct plus ten percent (10%) for overhead
and profit.  Upon acceptance of any work
by Purchaser, as indicated by the Inspection Report, Seller will be deemed for
all purposes of this Agreement to have completed such work.


 


6.02                           Conveyance.     Settlement and closing hereunder on each
Commercial Unit shall be held and conducted on or before the later of (i) fifteen
(15) days after satisfaction of the Pre-Conditions (see Paragraph 5.01) for
such Commercial Unit, or (ii) thirty-six months from the effective date of
this Agreement or (iii) at such earlier time as Purchaser may designate
upon fifteen (15) days prior notice. 
Settlement and closing shall be held at the offices of Premier Title, Inc.,
or by such other agent or attorney designated by Purchaser and reasonably
satisfactory to Seller.  Purchaser shall
provide written notice to Seller of the exact time, date and place of
settlement at least five (5) days prior thereto.  In the absence of such notice of settlement,
it shall be presumed that settlement shall take place at 10:00 a.m. on the
latest date for such settlement and closing pursuant to the terms hereof.


 


6.03                           Deed of
Conveyance.     At each settlement, Seller shall execute
and deliver into settlement a Special Warranty Deed in proper form for
recording among the land records of Arlington County, Virginia.  Seller’s attorney’s fees, costs pertaining to
payoff and release of existing trusts and liens, and the state Grantor’s Tax,
shall be paid by the Seller.  Purchaser
shall pay all expenses of examination of title, all other applicable


 


6





















 


state,
county or city (if any) transfer and recordation taxes and stamps or similar
transfer tax imposed by any governmental authority, all other fees, charges and
expenses of the settlement agent or attorney, title insurance premiums, if any,
and all other recording fees and closing expenses.


 


6.04                           Taxes and
Assessments.     Seller shall pay or credit against the
Purchase Price (a) all delinquent real estate taxes or similar charges
(the “Real Estate Taxes”), together with penalties and interest thereon, (b) all
assessments which are a lien against the Commercial Units then to be closed
upon as of the date of closing, both current and reassessed, which are due and
payable on or before closing, (c) all use recoupment taxes (agricultural
or otherwise) for years through the year of closing, if any, and (d) all
real estate taxes for years prior to the closing.  The proration of undetermined taxes shall be
based on a 365-day year and on the last available tax rate and valuations,
giving effect to applicable exemptions, recently voted millage, change in tax
rate or valuation, etc., whether or not officially certified.  It is the intention of the parties in making
this tax proration for Purchaser to pay to Seller at closing the amount which
Seller remitted, or will be required to remit, to the appropriate collector of
taxes for the period of time after the closing date hereof.  Should the Commercial Units be taxed as part
of a larger parcel, the proration shall be based on the acreage of each
Commercial Units versus the acreage of the larger parcel.  Upon making the proration provided for
herein, Seller and Purchaser agree that the amount so computed shall be subject
to later adjustment should the amount credited at closing be incorrect based
upon actual tax bills received by Purchaser after closing.  Seller hereby represents and warrants to
Purchaser that (i) all assessments now a lien are shown on the public
records of the collector of real property taxes, (ii) no improvements have
been installed by public authority or Seller, the costs of which are to be
assessed against the Commercial Units in the future, and (iii) Seller has
not been notified orally or in writing of possible future improvements by
public authority, any part of the cost of which would or might be assessed
against the Commercial Units.


 


Recognizing
that there will be a period of time during which Purchaser shall be and is
authorized to use, occupy and lease to others all or parts of the Commercial
Units, it is agreed that during any such period of authorized use, the
Purchaser shall pay or reimburse Seller for any real estate taxes applicable to
the Commercial Units which are in use or have been occupied by Purchaser or its
authorized assigns.


 


6.05                           Future
Encumbrances.     Seller agrees that from the date of
execution hereof by Seller, Seller may not further encumber the Commercial
Units, except for the recordation of the Declaration of Condominium, without
the written consent of the Purchaser, which consent will not be unreasonably
withheld.


 


6.06                           FIRPTA.    
Seller hereby represents and warrants to Purchaser that Seller is not a “foreign
person” within the meaning of Section 1445 of the Internal Revenue Code of
1986, and Seller further agrees, at closing, if requested, to furnish Purchaser
an affidavit to this effect complying with the provisions of Section 1445
of the Internal Revenue Code.


 


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6.07                           Performance.    
The delivery to settlement attorney or agent of the cash payment, the
executed deed of conveyance, and all other documents and instruments required
to be delivered by either party to the other by the terms of this Agreement
shall be deemed to be good and sufficient tender of performance of the terms
hereof.  Seller shall give possession of
each Commercial Unit at the time of payment of Purchase Price and delivery of
the appropriate deed of conveyance for such Commercial Unit.


 


6.08         Temporary Use and Occupancy.     The Seller hereby agrees Purchaser
and its tenants, if any, shall be permitted to use and occupy the Commercial
Units prior to their legal conveyance to Purchaser in accordance with the terms and provisions of a “AGREEMENT FOR
TEMPORARY USE AND OCCUPANCY OF COMMERCIAL UNITS”, the form of which is attached hereto as Exhibit C.


 


ARTICLE VII


DECLARATION OF CONDOMINIUM


 


7.01.                        Declaration
of Condominium.  Prior to settlement and closing on each
Commercial Unit, each Commercial Unit shall be subjected to the Declaration of
Condominium, all other related documents and to all of the terms and conditions
related thereto (jointly the “Condominium Documents”).  The Purchaser acknowledges that it has been
provided with a copy of the Application and that it has fully reviewed the
Application and understands the terms and conditions contained therein as they
relate to the Commercial Units.  The
Commercial Units shall be constructed, occupied, used and/or sold subject to
the terms and conditions of the Condominium Documents as they relate to the
Commercial Units.


 


ARTICLE VIII


PURCHASER’S IMPROVEMENTS


 


8.01.                        Improvements.


 


a.                                       The design and location of all improvements
to be constructed by Purchaser on the exterior of Commercial Units shall be
subject to the prior review and approval by the Seller (in addition to and not
in lieu of any review and approval required by the Condominium Documents).  Purchaser agrees to adhere to all design
standards as may be imposed by the Seller and shall adhere to all revisions
thereto that are known to Purchaser submitting an application for building
permit for each commercial unit.


 


b.                                      Applications for approvals under this
Paragraph are to be submitted in duplicate. 
All approvals or disapprovals shall be in writing and shall not be
unreasonably withheld.  The Seller shall
approve or disapprove submissions within fifteen (15) calendar days of receipt,
subject to reasonable extensions.  If no
approval or disapproval is communicated in writing within said fifteen (15) calendar
days, requests shall be deemed approved. 
Reasons will be stated to Purchaser in writing for any disapprovals.


 


c.                                       Governmental approval of Purchaser’s
construction plans for any


 


8





















 


Commercial
Unit is not a condition precedent to Purchaser’s obligation to close on such
Commercial Unit.


 


d.                                      Seller agrees that as to all plans for the
design and configuration of the Commercial Units it shall not permit the
control of any architectural or design review process to be provided to any
other party prior to Purchaser being provided the plans and approving the same.


 


8.02.                        Maintenance
of Construction Site.     Purchaser shall maintain its construction
site in an orderly fashion, and shall remove all debris and equipment
daily.  Purchaser shall keep roads and
pedestrian access ways free from storage of equipment, building materials, and
dirt both on the Project and on all roads daily.  Parking of vehicles for workmen must be
provided off the publicly dedicated rights-of-way.


 


8.03.                        Purchaser’s
Construction Activities.     Purchaser shall complete all improvements
in the Commercial Units in a timely and workmanlike manner.


 


8.04.                        Compliance
with Laws.     All improvements constructed by Purchaser
in the Commercial Units shall conform to the Condominium Documents and all
applicable laws, codes, ordinances, and regulations, and shall also comply with
all development conditions applicable to the Project.


 


ARTICLE IX


DEFAULT


 


9.01                           Purchaser.


 


a.                                       In the event Purchaser shall default with
respect to its obligations to proceed to full and final settlement on any
Commercial Unit, then Seller shall give written notice to Purchaser that said
default shall be cured within ninety (90) days of Purchaser’s receipt of such
notice.  If Purchaser fails to cure the
default within such ninety (90) day cure period, then Seller shall be entitled
to terminate this Agreement and to retain, as Seller’s fixed, agreed and
liquidated damages, and as Seller’s sole remedy, the Deposit (or the remaining
balance thereof) delivered to the Seller by the Purchaser and thereafter the
parties shall be relieved of all liability and obligation under this Agreement
excluding, however, the indemnification of obligations under Paragraph 4.01,
which shall survive termination.  The
parties hereto agree that if Purchaser defaults on its obligations as described
above the actual damages thereby incurred by Seller would be difficult to
measure and the retention of the Deposit by Seller would in such circumstances
represent reasonable compensation to Seller on account thereof.


 


b.                                      In the event Purchaser shall default with
respect to any other obligation to be performed in accordance with the terms
hereof, and if Seller is ready, willing and able to perform, then Seller shall
give written notice to Purchaser that said default shall be cured within thirty
(30) days of Purchaser’s receipt of such notice.  If Purchaser fails to cure the default within
such thirty (30) day cure period, to Seller’s


 


9





















 


reasonable
satisfaction, then the Seller shall be entitled to act on the benefit of
Purchaser, to cure or remedy any breach by Purchaser, and to charge to
Purchaser all costs related to such remediation.


 


9.02                           Seller.


 


a.                                       In the event Purchaser shall default with
respect to its obligations to proceed to full and final settlement on any
Commercial Unit, then Seller shall give written notice to Purchaser that said
default shall be cured within thirty (30) days of Purchaser’s receipt of such
notice.  If Purchaser fails to cure the
default within such thirty (30) day cure period, then as Purchaser’s sole
option and remedy, Purchaser may seek to enforce the remedy of specific
performance.  Notwithstanding the
preceding sentence, if an only if the remedy of specific performance is
unavailable to the Purchaser as a result of the Purchaser having previously
conveyed the Commercial Unit at issue to a third party, then Purchaser may
pursue all other remedies available to Purchaser at law or in equity.  At Purchaser’s option, should Purchaser elect
to proceed to closing and there remain deficiencies in the Commercial Units
which are the result of Seller’s breach, Purchaser shall have the right, but
not the option, to initiate reasonable cure and remedy of all such Seller
caused breaches and charge Seller or otherwise receive credit for all such
cures at closing or by other means.


 


b.                                      In the event Seller shall default with
respect to any other obligation to be performed in accordance with the terms hereof,
and if Purchaser is ready, willing and able to perform, then Purchaser shall
give written notice to Seller that such default shall be cured within thirty
(30) days of Seller’s receipt of such notice. 
If Seller fails to cure the default within such thirty (30) day cure
period, to Purchaser’s reasonable satisfaction, then, at Purchaser’s sole
option, Purchaser may either (i) terminate this Agreement, whereupon the
Seller shall return the Deposit (or the then remaining balance thereof) to the
Purchaser, after which event neither party shall have any further liability
hereunder, or (ii) enforce only the remedy of specific performance.  Notwithstanding the preceding sentence, if
and only if the remedy of specific performance is unavailable to the Purchaser
as a result of the Purchaser having previously conveyed the Commercial Unit at
issue to a third party, then Purchaser may pursue all other remedies available
to Purchaser at law or in equity.


 


ARTICLE X


AGENTS AND COMMISSION


 


10.01                     Liability.    
Seller and Purchaser each warrant to the other that neither has dealt
with any agent, broker or finder with respect to the transaction contemplated
by this Agreement.  In the event that any
other claim for commission or finder’s fee is brought by any person or entity
as a consequence of the transaction contemplated hereby, then the party whose
acts gave rise to such claim shall hold harmless the other party against any
loss, cost or expense of any nature, including, but not limited to, court costs
and reasonable attorney’s fees arising as a consequence of the claim for the
commission or fee.


 


10





















 


ARTICLE XI


CONDEMNATION


 


11.01                     Notice and
Award.     Seller agrees to give Purchaser prompt
notice of any actual or threatened taking of all or any portion of the
Commercial Units by condemnation or eminent domain prior to the date of closing
hereunder.  In the event that prior to
closing hereunder there shall occur a taking by condemnation or eminent domain
or a proposed conveyance to a condemning authority in lieu of condemnation, of
all or any material portion of the Commercial Units, then Purchaser, at its
option, may either (i) terminate this Agreement by written notice to
Seller whereupon the Seller shall return the Deposit (or the then remaining
balance thereof) to Purchaser and the parties shall not be further obligated to
each other pursuant to this Agreement, except for the indemnification
obligations set forth in Paragraph 4.01 and their obligations pursuant to Paragraph
14.06, or (ii) proceed to closing hereunder, without reduction in the
Purchase Price, in which event Seller shall assign to Purchaser at closing all
interest of Seller in and to any condemnation proceeds (but not exceeding the
amount of the Purchase Price) that may be payable to Seller on account of such
condemnation with respect to the Commercial Units; Purchaser shall receive a
credit at closing in the amount of any condemnation proceeds paid to Seller
with respect to the Commercial Units prior to the date of closing (to the
extent that such amount does not exceed the Purchase Price thereof).


 


ARTICLE XII


SELLER’S REPRESENTATIONS


 


12.01                     General.    
Seller hereby represents, warrants and covenants to Purchaser that
Seller is a duly organized and validly existing limited liability company under
the laws of the Commonwealth of Virginia, qualified to do business in the
Commonwealth of Virginia, and in good standing; that Seller has the power as a
limited liability company to execute and perform this Agreement; that all
necessary consents and approvals from the Seller have been obtained; and that
the person executing this Agreement on behalf of Seller is duly empowered to
bind Seller to perform its obligations hereunder.  Copies of any necessary approvals are to be
furnished by Seller upon written request by Purchaser.


 


12.02                     Specific.    
In addition to any other warranty made in connection with this
Agreement, the Seller warrants and agrees that as of the date of settlement (a) the
Seller is the fee simple owner of the Commercial Units, and the Commercial
Units are free and clear of all liens and encumbrances except as otherwise
provided herein; (b) that to the best of Seller’s knowledge and belief,
the Commercial Units do not contain any hazardous substance other than trace
amounts usually and customarily created as a result of the construction of
improvements similar to the Commercial Units, the Seller has not conducted or
authorized the generation, transportation, storage, treatment or disposal at
the Project of any hazardous substance other than as is customary resulting
from development of improvements similar to the Project or development of
surrounding properties; that the Seller has not received any notice of, and has
no knowledge that, any government authority or any employee or agent thereof,
or any private citizen, has determined, or threatens to determine, or has made
any claim in any form, that there is a presence, release, threat of release,
placement on or in the Project, or the generation,


 


11





















 


transportation,
storage, treatment or disposal at the Project, of any hazardous substance; nor
has any “clean-up” of the Project occurred pursuant to the Environmental Laws
(as hereinafter defined) which could give rise to liability on the part of
Purchaser to reimburse any governmental authority for the costs of such
clean-up or a lien or encumbrance on the Project.  For purposes of this paragraph, “hazardous
substance” means any materials in violation of any applicable environmental
laws or regulations including, but not limited to, Section 103 of the
Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.
9601 et  seq., any “superlien” laws, any “superfund” laws,
or similar federal, state or local laws, or any successor statutes thereto (the
“Environmental Laws”); (c) no suit, actions, arbitration or legal,
administrative or other proceeding is pending or has been threatened against
the Commercial Units, or against Seller with respect to the Commercial Units,
or any part thereof; (d) no bankruptcy, insolvency, rearrangement, or
similar action or proceeding, whether voluntary or involuntary, is pending or
threatened against Seller, or any parent, partner or person or entity with a
controlling interest of the Seller, and Seller has no intention of filing or
commencing any such action or proceeding; (e) that Seller has granted no
person any contract right or other legal right to the use of any portion of the
Commercial Units or to the furnishing or use of any facility or amenity on or
relating solely to the Commercial Units other than as may be set forth in the
Condominium Documents; and (f) that the execution of this Agreement will
not conflict with or result in a breach of any of the terms or provisions of,
constitute a default under, or cause or allow an acceleration of any note,
mortgage, deed of trust, loan agreement or other document, instrument or
agreement to which Seller is a party or by which the Commercial Units are
encumbered or affected.  Notwithstanding
the foregoing, Purchaser acknowledges that Seller has disclosed and Purchaser
is aware as a matter of public record that the Commercial Units will be located
in a Project which will be built upon formerly contaminated industrial property
which property has been fully remediated under applicable state and federal
environmental laws and certified for use which use expressly includes the uses
contemplated by Purchaser and authorized under all applicable environmental and
zoning laws.


 


12.03                     Mechanic’s Liens.     All contractors,
subcontractors, laborers, and materialmen who are or did perform work upon or
furnish labor or materials at Seller’s request to improve or benefit the
Commercial Units prior to settlement have been or will be paid in full by
Seller in the ordinary course of business. 
Seller will execute at closing the necessary affidavits and other
documents reasonably required by Purchaser’s title insurance company to
eliminate from its title policy any exception to filed or unfiled mechanic’s
liens arising from any act of Seller or its subcontractors.  Should at any time after settlement and
closing a notice of intent to file a mechanic’s lien or a mechanic’s lien be
filed against the Commercial Units arising from any act of Seller or its
contractors, subcontractors, laborers or materialmen, Seller shall, within
thirty (30) days of written notification from Purchaser to Seller of the filing
of such notice or lien, cause said notice or lien to be withdrawn or released
of record, either by payment in full of all sums represented by said lien or by
statutory bonding.  Seller shall
indemnify and hold Purchaser harmless against all costs and expenses (including
reasonable attorney’s fees) incurred by Purchaser for Seller’s failure to do
so.


 


12





















 


12.04                     Indemnification.    
Seller shall, and hereby does indemnify, protect and hold harmless the
Purchaser of, and from, any and all liability and all loss, damage and expense
including judgments, costs and attorney’s fees by reason of injuries to or
death of any person or persons, expressly including therein employees of
Seller, its subcontractors, employees and agents, or loss of or damage to their
property or that of any person, firm, association or corporation, however the
same shall occur or be caused or by reason of claim of any and every character
whatsoever in any manner resulting from, arising out of, or connected with any
work, or undertaking, or acts or omissions of Seller or its employees and
agents, whether such acts or omissions be claimed to be negligent or not,
except that this indemnification provision shall not cover the gross negligence
or intentional wrong doing of the Purchaser or its subcontractors, employees
and agents.


 


12.05                     Affidavit.     All
of the foregoing covenants, warranties and representations will be effective,
repeated and true at the time of settlement and closing and Seller will provide
an affidavit to that effect.


 


12.06                     Warranty
of Workmanship.     Seller warrants that all conditions and
improvements in the Commercial Units, including but not limited to the elements
required by Exhibit E, are and shall be
complete and Seller warrants all such work for a period of one year from the
date the Commercial Unit is made available for use, occupancy or leasing by the
Purchaser.


 


12.07                     Survival.    
The warranties set forth above will survive for a period of one (1) year
after the conveyance of the last Commercial Unit to the Purchaser and will be
for the benefit of the Purchaser and its successors and/or assignees.  In addition to other remedies available to
the Purchaser at any time, the Seller will indemnify the Purchaser for, and
will save it harmless from, all claims for damages, suits for injunctive relief
and other proceedings and attorney’s fees and costs of any kind which may be
asserted or incurred at any time hereafter by reason of any allegation or
occurrence which (if true) would involve a material breach of any of the
warranties provided above.


 


ARTICLE XIII


PURCHASER’S REPRESENTATIONS


 


13.01                     General.    
Purchaser hereby represents, warrants and covenants to Seller that
Purchaser is a duly organized and validly existing limited liability company
under the laws of the Commonwealth of Virginia, qualified to do business in the
Commonwealth of Virginia, and in good standing; that Purchaser has the power to
execute and perform this Agreement; that all necessary consents and approvals
from the Purchaser have been obtained; and that person executing this Agreement
on behalf of Purchaser is duly empowered to bind Purchaser to perform its
obligations hereunder.  Copies of any
necessary approvals are to be furnished by Purchaser upon written request by
Seller.


 


13.02                     Indemnification.    
Purchaser shall, and hereby does indemnify, protect and hold harmless
the Seller of, and from, any and all liability and all loss, damage and


 


13





















 


expense
including judgments, costs and attorney’s fees by reason of injuries to or
death of any person or persons, expressly including therein employees of
Purchaser, its subcontractors, employees and agents, or loss of or damage to their
property or that of any person, firm, association or corporation, however the
same shall occur or be caused or by reason of claim of any and every character
whatsoever in any manner resulting from, arising out of, or connected with any
work, or undertaking, or acts or omissions of Purchaser or its employees and
agents, whether such acts or omissions be claimed to be negligent or not,
except that this indemnification provision shall not cover the gross negligence
or intentional wrong doing of the Seller or its subcontractors, employees and
agents.


 


13.03                     Survival.    
The warranties set forth above will survive for a period of one (1) year
after the conveyance of the last Commercial Unit to the Purchaser and will be
for the benefit of the Seller and its successors and/or assignees. In addition
to other remedies available to the Seller at any time, the Purchaser will
indemnify the Seller for, and will save it harmless from, all claims for
damages, suits for injunctive relief and other proceedings and attorney’s fees
and costs of any kind which may be asserted or incurred at any time hereafter
by reason of any allegation of occurrence which (if true) would involve a
breach of any of the warranties provided above.


 


ARTICLE XIV


MISCELLANEOUS


 


14.01                     Notice.     All notices and other communications
hereunder shall be in writing and be deemed duly given if personally delivered,
telecopied with proof of receipt or mailed by certified mail, return receipt
requested, postage prepaid;


 


	
  if
  to Seller to:

  	
   

  	
  Comstock
  Potomac Yard, L.C.

  
	
   

  	
   

  	
  11465
  Sunset Hills Road, Suite 510

  
	
   

  	
   

  	
  Reston,
  Virginia 20190

  
	
   

  	
   

  	
  Attn:
  Gregory V. Benson/Jubal R. Thompson

  
	
   

  	
   

  	
  telecopier
  #(703) 760-1520

  
	
   

  	
   

  	
   

  
	
  with
  a copy to:

  	
   

  	
  Bankert &
  Associates, P.C.

  
	
   

  	
   

  	
  3025
  Hamaker Court, Suite 501

  
	
   

  	
   

  	
  Fairfax,
  Virginia 22031

  
	
   

  	
   

  	
  Attn:
  Joseph E. Bankert, Esquire

  
	
   

  	
   

  	
  telecopier
  #(703) 876-4628

  
	
   

  	
   

  	
   

  
	
  and
  if to Purchaser to:

  	
   

  	
  Comstock
  Asset Management, L.C.

  
	
   

  	
   

  	
  11465
  Sunset Hills Road, Suite 510

  
	
   

  	
   

  	
  Reston,
  Virginia 20190

  
	
   

  	
   

  	
  Attn:
  Christopher D. Clemente

  
	
   

  	
   

  	
  telecopier
  #(703) 760-1520

  



 


The
parties hereto shall be responsible for notifying each other of any change of


 


14





















 


address.


 


14.02                     Survival.     The provisions hereof shall
survive the execution and delivery of the deed(s) executed hereunder and shall
not be merged therein.


 


14.03                     Assignment.     The principals to the
Agreement mutually agree that with the benefits hereunder are not assignable by
either party without the written consent of the other party.  Such consent may be granted or withheld at
either party’s sole discretion and option without applying the standard of
reasonableness.


 


14.04                     Construction of Agreement.


 


a.                                       This Agreement may be executed in several
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument. 
..  Each party shall become bound
by this Agreement immediately upon affixing its signature hereto independently
of the signature of any other party.  Any
signature or acknowledgement page to any counterpart may be detached from
such counterpart without impairing the legal effect of the signatures or
acknowledgments thereon and thereafter attached to another counterpart
identical thereto except having attached to it additional signature or
acknowledgment pages.


 


b.                                      Titles to paragraphs and subparagraphs are
for convenience only and are not intended to limit or expand the covenants and
obligations expressed thereunder.


 


c.                                       Time shall be of the essence with regard to
all terms and conditions of this Agreement.


 


d.                                      This Agreement contains the entire agreement
among the parties hereto with respect to the Commercial Units.  No change or modification of this Agreement,
or any waiver of the provisions hereof, shall be valid unless same is in
writing and signed by the parties hereto.


 


e.                                       Waiver of performance or satisfaction of
timely performance or the satisfaction of any condition, covenant, requirement,
obligation or warranty by one party shall not be deemed a waiver of the
performance or satisfaction of any other condition, covenant, requirement,
obligation or warranty unless specifically consented to in writing.


 


f.                                         In the event any moratorium which has a
materially adverse effect on the Commercial Units are imposed by any
governmental entity, either the Purchaser or Seller shall be entitled to extend
all time periods imposed in this Agreement by a period equal to the length of
the moratorium, provided, that if such moratorium shall extend beyond nine (9) months
either party hereto may terminate this Agreement, in which event the Deposit
(or the remaining balance thereof) shall be forthwith returned to Purchaser and
both parties shall be released of all further liability or obligation
hereunder.


 


15





















 


g.                                      It is the intention of the parties hereto
that all questions with respect to the construction of this Agreement and the
rights or liabilities of the parties hereunder shall be determined in
accordance with the laws of the Commonwealth of Virginia.


 


h.                                      Any date specified in this Agreement which is
a Saturday, Sunday or legal holiday, shall be extended to the first regular
business day after such date which is not a Saturday, Sunday or legal
holiday.  Any reference herein to the singular
shall include the plural and vice versa and reference to the male, female or
neuter gender shall include reference to all other genders.


 


i.                                          This Agreement represents the result of
bargaining and negotiations between the parties and of a combined draftsmanship
effort.  Consequently, Seller and
Purchaser expressly waive and disclaim, in connection with the interpretation
of this Agreement, any rule of law requiring that ambiguous or conflicting
terms be construed against the party whose attorney prepared this Agreement or
any earlier draft hereof.


 


j.                                          Nothing contained herein is intended to
create, nor shall it ever be construed to make, Seller and Purchaser partners
or joint venturers.


 


k.                                       In the event that full performance under this
Agreement has not occurred within ten (10) years of the date hereof, this
Agreement shall terminate and be of no further force and effect, with the
Deposit being returned to Purchaser.


 


l.                                          Each of the exhibits attached hereto (if any)
is incorporated herein by reference.  Any
exhibit not available at the time this Agreement is executed and signed shall
be agreed upon, initialed and attached by the parties as soon after execution
as practical.  The failure to attach any
exhibits shall not effect the validity of this Agreement unless the parties are
in material disagreement as to the contents thereof.


 


14.05                     Duration
and Acceptance of Offer.     Should this Agreement be ratified by one
party prior to submission to the other party, Purchaser’s offer to purchase or
Seller’s offer to sell, as the case may be, shall remain open for fifteen (15)
days after ratification by the first party to do so.  Should the other party not ratify this
Agreement within said fifteen (15) day period, the offer to purchase or sell,
as the case may be, is withdrawn and this Agreement shall be null and void.


 


14.06                     Continuing
Rights and Obligations.     Notwithstanding anything otherwise
contained herein to the contrary, in the event that this Agreement terminates
for any reason whatsoever after Purchaser has acquired one or more of the Commercial
Units but prior to Purchaser acquiring all of the Commercial Units, then this
Agreement shall be deemed to have terminated with respect to, but only with
respect to, those rights and obligations of Seller and Purchaser which relate
to those Commercial Units not yet acquired by Purchaser at the time of such
termination.  All rights and obligations
hereunder of Seller and Purchaser which relate to those Commercial Units
acquired by Purchaser prior to such terminations shall remain in full force and
effect.


 


16





















 


14.07                     Validity.    
If any term, covenant or condition of this Agreement or the application
thereof to any party shall be invalid or unenforceable, the remaining terms,
covenants and conditions or circumstances shall not be affected thereby, and
each term shall be valid and enforceable to the fullest extent permitted by
law.


 


14.08                     Litigation.     In
the event any party is required to resort to litigation to enforce its rights
hereunder, the parties hereto agree that any judgment awarded to the
substantially prevailing party shall include all litigation expenses, including
reasonable attorney’s fees and costs.  EACH PARTY HERETO WAIVES TRIAL BY JURY IN ANY ACTION,
PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY ANY PARTY IN CONNECTION WITH ANY
MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE
RELATIONSHIP OF PURCHASER AND SELLER HEREUNDER OR THE COMMERCIAL UNITS.


 


14.09                     Effective
Date.     The date on which this Agreement is
accepted by the last party to accept and sign this Agreement shall be inserted
as the effective date of this Agreement under the first paragraph hereof.


 


WITNESS the following signatures and seals:


 


 


[SIGNATURES FOLLOW]


 


17





















 


	
   

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
  COMSTOCK POTOMAC YARD, L.C.

  
	
   

  	
  a
  Virginia limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  	
  Comstock
  Holding Company, Inc.

  
	
   

  	
   

  	
   

  	
  a
  Virginia corporation

  
	
   

  	
   

  	
   

  	
  its
  manager

  
	
   

  	
   

  	
   

  	
   

  
	
  Acknowledgement:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  JAT

  	
   

  	
  By:

  	
  /s/
  Gregory Benson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gregory
  V. Benson

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PURCHASER:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  COMSTOCK ASSET MANAGEMENT, L.C.

  
	
   

  	
  a
  Virginia limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
  Acknowledgement:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Christopher Clemente

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Christopher
  Clemente

  
	
   

  	
   

  	
  Title:

  	
  Manager

  
									



 


18





















 


EXHIBIT A


 


Attached
hereto as Exhibit A shall be a description of the Project.


 


19





















 


EXHIBIT B


 


Attached
hereto as Exhibit B shall be a description of Commercial Units #1-#5


 


20





















 


EXHIBIT C


 


Attached
hereto as Exhibit C- shall be a AGREEMENT FOR TEMPORARY USE AND
OCCUPANCY OF COMMERCIAL UNITS.


 


21





















 


EXHIBIT D


 


Attached
hereto as Exhibit D shall be form of the Deposit Deed of Trust


 


22





















 


EXHIBIT E


 


Attached
hereto as Exhibit E shall be the general specifications for fit out of the
Commercial Units as referenced in Section 5.01(b).


 


23