Exhibit 10.22


 


REAL ESTATE PURCHASE
CONTRACT


 


 


THIS REAL ESTATE PURCHASE
CONTRACT (this “Contract”) is made as of the “Effective Date” defined in
Section 1 below.


 


1.             Defined Terms:  When used in this Contract, the following
capitalized terms shall have the indicated meanings:


 


	
  Seller:

  	
   

  	
  Westwick Apartments LLC, a Maryland limited
  liability company, which is the owner of the Property.

  
	
   

  	
   

  	
   

  
	
  Purchaser:

  	
   

  	
  Comstock Countryside, L.C., a Virginia
  limited liability company formed by Guarantor for the purpose of purchasing
  the Property.

  
	
   

  	
   

  	
   

  
	
  Guarantor:

  	
   

  	
  Comstock Homebuilding Companies, Inc., a
  Delaware corporation

  
	
   

  	
   

  	
   

  
	
  Purchase Price:

  	
   

  	
  Sixteen Million Dollars ($16,000,000), to
  be paid as follows: Cash at settlement.

  
	
   

  	
   

  	
   

  
	
  Cash Payment:

  	
   

  	
  One Hundred Thousand ($100,000), pursuant
  to Section 3.

  
	
   

  	
   

  	
   

  
	
  Deposit:

  	
   

  	
  Four Hundred Thousand Dollars ($400,000),
  pursuant to Section 3.

  
	
   

  	
   

  	
   

  
	
  Feasibility Period:

  	
   

  	
  None.

  
	
   

  	
   

  	
   

  
	
  Closing:

  	
   

  	
  Full settlement hereunder, including
  recordation of the deed of conveyance for the Property.

  
	
   

  	
   

  	
   

  
	
  Closing Date:

  	
   

  	
  February 28, 2005.

  
	
   

  	
   

  	
   

  
	
  Property:

  	
   

  	
  The premises located in the Town of
  Sterling (Loudoun County), Virginia known as “The Villas at Countryside” and
  more particularly described on Exhibit A attached hereto and made a part
  hereof, and all improvements, utilities, rights and easements appurtenant.

  
	
   

  	
   

  	
   

  
	
  Escrow Agent:

  	
   

  	
  Premier Title and Escrow.

  
	
   

  	
   

  	
   

  
	
  Intermediary:

  	
   

  	
  Continental Intermediary Corporation

  
	
   

  	
   

  	
   

  
	
  Effective Date:

  	
   

  	
  The last date that each party has in its
  possession fully-executed, counterpart originals of this Contract.

  



 


Other capitalized terms shall have the
meanings ascribed to them elsewhere in this Contract.


 





















 


2.             Agreement.  Seller agrees to sell and Purchaser agrees to
purchase the Property on the terms provided in this Contract.


 


3.             Cash Payment and
Deposit.  Purchaser has delivered $100,000 (the “Cash
Payment”) to the Intermediary and Purchaser has delivered $400,000 (the “Deposit”)
to Escrow Agent.


 


3.1          Cash Payment.  The Cash Payment has been earned by Seller in
consideration for the execution and delivery of this Contract by Seller.  The Cash Payment shall not be refundable to
Purchaser under any circumstances except
for the willful failure of Seller to close.  In the event that
the Closing does not timely occur for any reason whatsoever, the Intermediary
shall act solely on the instructions of the Purchaser as to the disposition of
the Cash Payment.  If the Closing does
occur, however, the Cash Payment (together with the Deposit as provided in Section
3.2 below), shall be credited to the Purchase Price.


 


3.2          Deposit.  The Deposit shall be refunded to the
Purchaser only if a default by Seller has occurred and Purchaser elects,
pursuant to Sections 7, 8.3 or 11.3, to terminate this Contract.


 


4.             Payment of
Purchase Price. 
Subject to adjustments hereafter provided, the balance of the Purchase
Price shall be delivered to Escrow Agent at Closing. Escrow Agent shall
disburse the Purchase Price in accordance with Seller’s instructions, subject
to adjustment as hereafter provided, at Closing, notwithstanding that the deed
of conveyance may not have been recorded, it being understood by the parties
that the Purchaser will procure “gap” coverage insuring title from and after
the time of Closing, not the time of recording the deed.


 


5.             Termination During
Feasibility Period.  There is no Feasibility Period or right of
termination.


 


6.             Entry on the
Property. 
Subject to the rights of tenants at the Property and without
unreasonable interference or disturbance of such tenants, Purchaser or its
agents may enter on the Property from time to time upon at least two (2)
business days oral notice to a designated representative of Seller to perform
non-intrusive studies, tests or evaluations (a customary phase-I environmental
review shall not be considered intrusive). 
Seller shall have the right to have a representative present at all
times during such studies, tests or evaluations and shall have the right to
confirm that Purchaser has adequate insurance prior to Purchaser’s entry onto
the Property.  Purchaser acknowledges
that it or others on its behalf have completed most, if not all, tests on the
Property which Purchaser desires to perform, and that any further tests to be
performed by or on behalf of


 





















 


Purchaser shall be minimal.  Purchaser
shall promptly repair any damage to the Property caused by such entries and
shall indemnify Seller against all loss, cost, damage or expense (including
reasonable attorneys’ fees and costs of litigation) suffered by Seller as a
result of such entries. The foregoing indemnification shall survive Closing or
earlier termination of this Contract.


 


7.             Title.  Purchaser acknowledges that it has reviewed
title to the Property and that Purchaser accepts the condition of title as it
exists on the date (the “Title Examination Date”) of the title report already
procured by or on behalf of Purchaser; provided, however, that Seller shall
convey title to the Property in such condition at Closing; and provided,
further that Seller shall remove at or before Closing any financing encumbrances
incurred by Seller on the Property.  If
the status of title on the Closing Date is not in the same condition as existed
at Title Examination Date, Purchaser may (i) accept title in its current
form and proceed to Closing or (ii) terminate this Contract, whereupon the
Deposit shall be returned to Purchaser and both parties shall be relieved from
all further liability hereunder except for Purchaser’s indemnification
obligations under Sections 6 and 25 hereof.


 


8.             Representations, Warranties and
Covenants of Seller.  Seller hereby represents, warrants and
covenants to Purchaser that:


 


8.1          No
Changes.  Seller
shall maintain the Property in the same physical condition as existed on the
Effective Date (reasonable wear, tear and casualty excepted) and shall not
denude, excavate or otherwise commit waste on the Property.


 


8.2          Authority.  Seller has full right, power and authority to
enter into, execute, acknowledge and deliver this Contract and to perform
Seller’s obligations hereunder.


 


8.3          Representation
or Warranty Untrue.  If
any of the representations or warranties contained in this Section 8 shall be
materially untrue on the Closing Date, Purchaser may (i) waive any objection
thereto and proceed to Closing, or (ii) terminate this Contract, whereupon the
Deposit shall be returned to Purchaser and both parties shall be relieved from
all further liability hereunder except for Purchaser’s indemnification
obligations under Sections 6 and 25 hereof.


 


8.4          DISCLAIMER.  EXCEPT AS SET FORTH ABOVE IN THIS SECTION 8,
SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, and pursuant to the
provisions of Section 16 hereof, the property is being sold in its “AS and
WHERE IS” condition, all as more specifically described in Section 16.


 





















 


9.             Representations and Warranties
of Purchaser. 
Purchaser hereby represents, warrants and covenants to Seller that:


 


9.1          Authority.  Purchaser has full right, power and authority
to enter into, execute, acknowledge and deliver this Contract and to perform
Purchaser’s obligations hereunder.


 


9.2          No Bankruptcy.  No proceedings or
actions are pending or threatened which might limit or impair Purchaser’s power
to consummate the transactions contemplated by this Contract.  Without limiting the generality of the
foregoing, there has not been filed by or against Purchaser a petition in
bankruptcy or insolvency proceedings or for reorganization or the appointment
of a receiver or trustee under state or Federal law.


 


9.3          Representation
or Warranty Untrue.  If
any of the representations or warranties contained in this Section 9 shall be
materially untrue on the Closing Date, Seller may (i) waive any objection
thereto and proceed to Closing, or (ii) terminate this Contract, whereupon the
Deposit shall be paid to Seller as liquidated damages (the parties hereby
acknowledging that the precise amount of damages suffered by Seller in the
event of such a default by Purchaser would be difficult or impossible to
determine) and both parties shall be relieved from all further liability
hereunder except for Purchaser’s indemnification obligations under Sections 6
and 25 hereof.


 


10.          Closing; Closing Costs;
Adjustments; Possessions.


 


10.1        Closing Date.  Closing
shall occur on the Closing Date.


 


10.2        Closing Deliveries.


 


10.2.1   At
Closing hereunder, Seller shall deliver to Purchaser (or to Escrow Agent for
the benefit of Purchaser):


 


(1)           A good and
sufficient special warranty deed duly executed and acknowledged by Seller
conveying the Property to Purchaser;


 


(2)           An assignment and
assumption of all of the service and maintenance contracts applicable to the
Property in a form reasonably acceptable to Purchaser (the “Assignment and
Assumption of Contracts”), assigning to Purchaser all service, maintenance and
other contracts applicable to the Property and continuing in force in
accordance with the respective terms thereof after the Closing Date (such
assignment to contain mutual indemnification provisions for obligations under
the respective service, maintenance and other contracts, with Seller
indemnifying Purchaser for matters occurring prior to the Closing Date and with
Purchaser indemnifying Seller


 





















 


for matters occurring from and after the Closing Date); provided,
however, that, at the time of settlement, any and all property management
agreements between Seller and any property manager shall, at the election of
Seller or Purchaser, be terminated by Seller effective on or before the Closing
Date, and provided further that Seller shall not be obligated to assign to
Purchaser any such contract which, by its terms, cannot be assigned or which
cannot be assigned without the consent of the other party thereto if Purchaser
has not obtained such party’s consent;


 


(3)           An assignment and
assumption of all of the leases applicable to the Property in a form reasonably
acceptable to Purchaser (the “Assignment and Assumption of Leases”), assigning
to Purchaser all leases and other occupancy agreements applicable to the
Property (such assignment to contain mutual indemnification provisions for
obligations under the respective leases with Seller indemnifying Purchaser for
matters occurring prior to the Closing Date and with Purchaser indemnifying
Seller for matters occurring from and after the Closing Date);


 


(4)           A sworn statement of
Seller made under oath and under penalties of perjury that such party is not a “Foreign
Person” and containing such information as shall be required by Internal
Revenue Code Section 1445(b)(2) and the regulations issued thereunder, such
statement to be in a form acceptable to Purchaser;


 


(5)           A
certification that Seller’s representations and warranties provided in Section
8 hereof are accurate and complete as of the date of Closing in all material
respects;


 


(6)           Such customary
affidavits as Purchaser’s title company shall reasonably require; and


 


(7)           Any other documents
reasonably required by this Contract.


 


10.2.2     At
Closing hereunder, Purchaser shall deliver to Seller (or to Escrow Agent for
the benefit of Seller):


 


(1)                                  The
Purchase Price;


 


(2)                                  The
Assignment and Assumption of Contracts;


 


(3)                                  The
Assignment and Assumption of Leases; and


 


(4)                                  A
certification that Purchaser’s representations and warranties provided in
Section 9 hereof are accurate and complete as of the date of Closing in all
material respects; and


 





















 


(5)                                  Any
other documents reasonably required by this Contract.


 


10.3        Tender
of Performance. 
The delivery to the Intermediary of the Cash Payment and to the Escrow
Agent of the Deposit (without condition except as provided herein) and the delivery
to the Escrow Agent of the balance of the Purchase Price and such other funds
and/or documents as are required of Purchaser to effect the terms of this
Contract shall be deemed good and sufficient tender of performance of the terms
hereof by Purchaser. Delivery to Escrow Agent (without condition except as
provided herein) of a duly executed and acknowledged special warranty deed with
a covenant of further assurances conveying the Property to Purchaser, an
affidavit in such form as is reasonably required by the applicable title
company for issuance of a title policy meeting the requirements of Section 7, a
certification that Seller’s representations and warranties provided in Section
8 hereof are accurate and complete as of the date of Closing, except as
otherwise expressly disclosed therein, and such other documents as are required
of Seller to effect the terms of this Contract shall be deemed good and
sufficient tender of performance of the terms hereof by Seller.  Seller’s Closing proceeds shall be used to
satisfy any financing encumbrances against the Property which are not satisfied
at the time of Closing.


 


10.4        Closing
Costs.  All
transfer and recordation taxes, however characterized, shall be shared equally
(50/50) by Seller and Purchaser.  All
other expenses of Closing shall be the sole obligation of Purchaser, provided
that each party shall pay its own legal fees.


 


10.5        Adjustments.


 


10.5.1  
Taxes, general and special, and assessments for
public improvements or utilities are to be apportioned as of the date of
Closing according to a certificate of taxes issued by the taxing authority in
the jurisdiction in which the Property is situated, or if no such certificate
is available, in accordance with such other method of apportionment as is
customary.


 


10.5.2  
There shall be an adjustment at Closing for all
rents and other income generated by the Property through the Closing Date;
utility deposits; charges for sewer, water and other utilities; charges under
any service, maintenance or other contracts applicable to the Property
(excluding, however, any management agreements) and continuing in force after
the Closing Date; and tenant security deposits (including statutory interest or
other accrued interest under any applicable lease).


 


10.5.3  
Such other charges, fees and expenses, if any,
customarily prorated and adjusted in similar transactions shall be so prorated
and adjusted at Closing.


 





















 


10.6        Possession.  Seller agrees to give possession and
occupancy of the Property to Purchaser at the time of Closing, subject to the
rights of tenants and other occupants.


 


11.          Default.


 


11.1        Declaration
of Default. 
Upon any breach by either party in its performance of its obligations
under this Contract, the non-defaulting party, may, by giving written notice to
the defaulting party thereof, declare a default and exercise its rights under
the following provisions under this Section 11.


 


11.2        Purchaser’s
Default.  If
Purchaser is the defaulting party, Seller’s sole and exclusive remedy shall,
(i) in addition to the right to enforce Purchaser’s indemnification obligations
under Sections 6 and 25 hereof and (ii) in addition to Seller’s rights under
Section 12 hereof, be the right to terminate this Contract and declare a
forfeiture of the Deposit as agreed upon liquidated damages, the parties hereby
acknowledging that the precise amount of damages suffered by Seller in the
event of a default by Purchaser would be difficult or impossible to determine.
Except as provided in this Section 11.2; Seller hereby waives any and all other
rights and remedies, at law or in equity, to which Seller may otherwise be
entitled by reason of Purchaser’s default, including, but not limited to, any
right at equity to seek specific performance of this Contract by Purchaser and
any right at law to seek damages from Purchaser for its breach hereof.


 


11.3        Seller’s
Default.  If
Seller is the defaulting party, Purchaser shall, in addition to Purchaser’s
rights under Section 12 hereof, be entitled to elect to either: (i) pursue an
action for specific performance, or (ii) terminate this Contract, whereupon the
Deposit shall be immediately returned to Purchaser and both parties shall have
no further liability hereunder except for Purchaser’s indemnification
obligations under Sections 6 and 25.


 


12.          Litigation.  Notwithstanding Section 11 or any other provision
of this Contract, if any party resorts to litigation to enforce its rights
under this Contract or if Escrow Agent initiates an interpleader action, Seller
and Purchaser agree that (i) any judgment awarded to the prevailing party shall
include all litigation expenses of the prevailing party, including, without
limitation, actual attorney’s fees and court costs, and  (ii) Escrow Agent shall be entitled to
recover from the party against whom judgment is entered its litigation
expenses, including, without limitation, actual attorney’s fees and court
costs.


 


13.          Brokerage.  Purchaser represents and warrants to Seller
that, except with respect to Builder’s 1st Choice, engaged by
Purchaser in connection with this transaction, who shall be paid by Purchaser
at Closing in accordance with the terms of a


 





















 


separate agreement, it has not authorized any broker, agent or finder
to act on its behalf nor does it have any knowledge of any broker, agent or
finder purporting to act on its behalf in respect of this transaction.  Seller represents and warrants to Purchaser
that it has not authorized any broker, agent or finder to act on its behalf nor
does it have any knowledge of any broker, agent or finder purporting to act on
its behalf in respect of this transaction. Seller and Purchaser hereby agree to
indemnify, defend and hold harmless each other from and against any cost,
expense, claim, liability or damage resulting from a breach of the
representation and warranty contained in this Section 13.


 


14.          Notices.  All notices hereunder shall be in writing and
shall be deemed given when delivered by facsimile with confirmation of receipt,
or when delivered by hand, or upon delivery (or refusal to accept delivery) by
national overnight delivery service, or upon receipt (or refusal to accept
delivery) after mailing by certified U.S. mail, return receipt requested,
first-class postage prepaid, to the parties hereto at their respective
facsimile numbers and/or addresses set forth on Schedule 14, or at such other
numbers or addresses of which either party may notify the other in accordance
with the provisions hereof.


 


15.          Time.  Time is of the essence of all matters set
forth in this Contract.


 


16.          Property
Condition.  Purchaser agrees that the Property is being
sold, and the Purchase Price reflects the sale of the Property in, its “AS IS”
and “WHERE IS” condition and with all faults as of the Closing Date.  SELLER MAKES NO REPRESENTATIONS OR
WARRANTIES, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE
PROPERTY, ITS NATURE, ITS PHYSICAL CONDITION, ITS ENVIRONMENTAL CONDITION, ITS
SUITABILITY, USEFULNESS OR FITNESS FOR PURCHASER’S PURPOSES OR ANY PARTICULAR
PURPOSE WHATSOEVER, ITS COMPLIANCE WITH, OR ITS OPERATION’S COMPLIANCE WITH,
ANY LAWS, ORDINANCES, OR REGULATIONS, OR ANY OTHER MATTER WITH RESPECT TO THE
PROPERTY.


 


17.          Casualty/Risk
of Loss.  In
the event that the Property is damaged or destroyed by fire or other casualty,
Seller shall promptly notify Purchaser in writing.  If the value of such damage or destruction,
as reasonably estimated by Seller, is in excess of $320,000, then Purchaser
may, by giving written notice to Seller within five (5) days after receipt of
such notice from Seller, terminate this Contract, whereupon the Deposit shall
be immediately returned to Purchaser and both parties shall have no further
liability hereunder except for Purchaser’s indemnification obligations under
Sections 6 and 25.  In the event that
Purchaser shall fail to give notice of termination as and when required hereby
or such casualty is estimated to be equal to or less than $320,000, then
Purchaser shall be required to proceed to Closing under this Contract without
reduction of the Purchase Price and all insurance proceeds, as well as all
unpaid claims and rights in


 





















 


connection with such casualty, will be assigned to Purchaser at
Closing.  Except as provided in this
Section 17, Seller shall bear the risk of loss until Closing, regardless of
whether the deed of conveyance is not recorded until later.


 


18.          Exhibits
and Schedules. 
Each of the exhibits and schedules attached to this Contract is
incorporated herein by reference and made a substantive part hereof.


 


19.          Entire
Agreement.  This
Contract, together with all Exhibits and Schedules attached hereto, contains
the entire agreement between the parties hereto and is intended to be an
integration of all prior or contemporaneous agreements, conditions or
undertakings between them; there are no promises, agreements, conditions,
undertakings, warranties or representations (whether oral or written, express
or implied) between them other than as herein set forth.


 


20.          Modification
in Writing.    No
change or modification of this Contract shall be valid unless in writing signed
by both Seller and Purchaser; and no purported or alleged waiver of any
provision hereof shall be valid or effective unless in writing signed by the
party against whom it is sought to be enforced.


 


21.          Binding
on Successors.     This
Contract shall run with the Property and shall be binding upon and shall inure
to the benefit of the parties hereto and their respective heirs, legal
representatives, successors and permitted assigns.  Either party may assign its rights under the
Contract provided that (i) with respect to Purchaser, the assignee is
controlling, controlled by or under common control with Purchaser, and (ii) the
assignee of such rights assumes all of the obligations under this Contract of
the assignor in a writing for the benefit of the other party to this Contract.  Any assignment of this Contract shall not
operate to release the assignor.


 


22.          Survival  Except as otherwise expressly provided
herein, the provisions hereof shall not survive the execution, delivery and
recordation of the deed of conveyance and shall be merged therein.


 


23.          Saturdays,
Sundays, Holidays and Traveler’s Advisories.  In the event the
last day for giving notice or taking any action under this Contract falls on a
Saturday, Sunday or Federal holiday or a day on which a travelers’ advisory
shall have been issued for the Washington, D.C. Metropolitan Area by the United
States Weather Service, then the last day for giving such notice or taking such
action shall be extended until the next business day.


 


24.          Counterparts.  This Contract may be executed in multiple
counterparts, each of which shall be deemed an original but all of which shall
constitute but one Contract.


 





















 


25.          Confidentiality.  Purchaser agrees that it will use and will
cause its representatives, agents, and contractors to use all information and
materials provided to Purchaser by Seller relating to the Property exclusively
for the purpose of evaluating the purchase of the Property and will not, and
will cause its representatives, agents and contractors to not, disclose any
such information or materials to anyone other than those who need to know in
order to assist Purchaser in evaluating its purchase of the Property.  Purchaser agrees to indemnify Seller from and
against any liabilities, losses, claims, demands, costs or expenses (including
reasonable attorney’s fees) incurred by Seller as a result of a breach by
Purchaser or by its representatives, agents and contractors of this
Section.  This Section shall survive the
termination of this Contract.


 


26.          Section
1031 Exchange. 
Seller and/or Purchaser (the “Exchanging Party”) may elect to consummate
the sale or purchase of the Property as part of a so-called like kind exchange
(the “Exchange”) pursuant to §1031 of the Internal Revenue Code of 1986, as
amended (the “Code”), subject to the terms and conditions below.


 


26.1        Terms
and Conditions. 
In the event the Seller or Purchaser elects to consummate the sale of
the Property as part of an Exchange:


 


26.1.1      the
Exchanging Party shall effect the Exchange through an assignment of all the
Exchanging Party’s rights (but not its obligations) under this Contract to a
qualified intermediary;


 


26.1.2      the
other party (the “Non-Exchanging Party”) shall not be required to take an
assignment of the purchase agreement for the replacement or relinquished
property or be required to acquire or hold title to any real property for
purposes of consummating the Exchange;


 


26.1.3      the
Exchanging Party shall pay any additional costs that would not otherwise have
been incurred by the parties had the Exchanging Party not consummated its
purchase through the Exchange; and


 


26.1.4      the
Non-Exchanging Party shall not incur any expense, loss, liability or obligation
as a result of or in connection with the Exchange.


 


26.2        No Affect on Rights of Non-Exchanging Party.  The Non-Exchanging Party shall not by this
Contract or acquiescence to the Exchange have its rights under this Contract
affected or diminished in any manner or be responsible for compliance with or
be deemed to have warranted to the Exchanging Party that the Exchange in fact
complies with §1031 of the Code.


 





















 


27.          Indemnification Relating
to Jade.  The parties
acknowledge that Seller entered into a Real Estate Purchase Contract (the “Prior
Contract”) with Jade Realty Company (“Jade”) pursuant to which Seller agreed to
sell and Jade agreed to purchase the Property on the terms and conditions
provided in the Prior Contract, and that simultaneously with the execution and
delivery of this Contract the Prior Contract is being terminated by the mutual
agreement of the Seller and Jade.  In
consideration for the Seller’s willingness to terminate the Prior Contract and
to enter into this Contract instead, and for other valuable consideration, the
Purchaser agrees to indemnify and hold harmless Seller against and from any
loss, cost, damage or expense (including reasonable attorneys’ fees and costs
of litigation) suffered by Seller as a result of a breach by Jade of, or Jade’s
failure to perform any or all of Jade’s indemnification obligations set forth
in, Sections 6, 13 and 25 of the Prior Contract.  The provisions of this Section 27 shall
survive the Closing or the earlier termination of this Contract.


 


 


[Signatures appear on following
two pages.]


 





















 


IN
WITNESS WHEREOF, and intending to be legally bound the
undersigned parties have duly executed this Contract under seal on the dates
indicated below beneath their respective signatures.


 


	
   

  	
  SELLER

  
	
   

  	
   

  
	
   

  	
  WESTWICK APARTMENTS LLC, a

  
	
   

  	
  Maryland limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  EQUITY INVESTMENTS, INC., a

  
	
   

  	
   

  	
  Maryland corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas Margerum

  	
   

  
	
   

  	
   

  	
  Douglas Margerum

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  
	
   

  	
  Date:

  	
  2/4/2005

  	
   

  
						



 


 


[Signatures continue on
the next page.]


 





















 


	
   

  	
  PURCHASER

  
	
   

  	
   

  
	
   

  	
  COMSTOCK COUNTRYSIDE, L.C.

  
	
   

  	
  A Virginia limited
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Comstock Homebuilding
  Companies, Inc.

  
	
   

  	
   

  	
  A Delaware corporation

  
	
   

  	
   

  	
  It’s Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher Clemente

  	
   

  
	
   

  	
   

  	
  Christopher Clemente

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  Date:

  	
  2/4/2005

  	
   

  
						



 





















 


	
  Exhibits

  
	
   

  
	
  A

  	
  Legal Description of the Property

  
	
   

  
	
  Schedules

  
	
   

  
	
  14

  	
  Notice Addresses

  



 





















 


SCHEDULE
14


 


NOTICE ADDRESSES


 


	
  To Seller:

  	
   

  	
  c/o Mr. Douglas
  Margerum

  
	
   

  	
   

  	
  Equity Properties, Inc.

  
	
   

  	
   

  	
  13900 Laurel Lakes Avenue, Suite 240

  
	
   

  	
   

  	
  Laurel, Maryland 20707

  
	
   

  	
   

  	
  301.953.2366

  
	
   

  	
   

  	
  301.953.2866 (fax)

  
	
   

  	
   

  	
   

  
	
  To Purchaser:

  	
   

  	
  Mr. Christopher Clemente

  
	
   

  	
   

  	
  Comstock Countryside, L.C.

  
	
   

  	
   

  	
  11465 Sunset Hills Road, Suite 510

  
	
   

  	
   

  	
  Reston, Virginia 20190

  
	
   

  	
   

  	
  703
  883-1700

  
	
   

  	
   

  	
  703-760-1520
  (fax)

  
	
   

  	
   

  	
   

  
	
  To
  Escrow Agent:

  	
   

  	
  Premier Title and Escrow

  
	
   

  	
   

  	
  Attn: Julie Grant

  
	
   

  	
   

  	
  8221 Old Courthouse Road, Suite 300

  
	
   

  	
   

  	
  Vienna, Virginia 22182

  
	
   

  	
   

  	
  703-442-0001

  
	
   

  	
   

  	
  704-790-8665 (fax)

  
	
   

  	
   

  	
   

  
	
  To Intermediary:

  	
   

  	
  Continental Intermediary Corporation

  
	
   

  	
   

  	
  Attn: Julie Gibison

  
	
   

  	
   

  	
  913 S. Charles St.

  
	
   

  	
   

  	
  Baltimore, Maryland 21230

  
	
   

  	
   

  	
  410-837-0022

  
	
   

  	
   

  	
  410-625-4725 (fax)

  



 





















 


EXHIBIT A


[Legal Description]


 


 


All that certain lot or parcel of land situate and lying in Loudoun
County, Virginia, and more particularly described as follows:


 


Beginning at an iron pipe set in the westerly
right-of-way of Triple Seven Road, Route 777, said pipe being in the
southerly line of Parcel A, Section T-2-B, CountrySide.


 


THENCE, departing Parcel A, Section T-2-B,
CountrySide and running with said westerly right-of-way of Triple Seven Road, S
16 degrees 35’ 38” E, 215.28 feet to an iron pipe set at the convergence of
Route 777 and Westwick Court (50’ wide).


 


THENCE, departing Route 777 and running with
Westwick Court the following courses and distances:


 


39.27 feet along the arc of a curve to the right, said
curve having a radius of 25 feet, a central angle of 90 degrees 00” 00” a chord
which bears S 28 degrees 24’ 22” W, 35.36 feet to an iron pipe set;


 


S 73 degrees 24’ 22” W, 62.55 feet to an iron pipe
set;


 


22.39 feet along the arc of a curve to the right, said
curve having a radius of 25 feet, a central angle of 51 degrees 19’ 04” a chord
which bears N 80 degrees 56’ 06” W, 21.65 feet to an iron pipe set;


 


271.31 feet along the arc of a curve to the left, said
curve having a radius of 55 feet a central angle of 282 degrees 38’ 08” a chord
which bears S 16 degrees 35’ 38” E, 68.75 feet to an iron pipe set;


 


22.39 feet along the arc of a curve to the right, said
curve having a radius of 25 feet, a central angle of 51 degrees 19’ 04” a chord
which bears N 47 degrees 44’ 50” E, 21.65 feet to an iron pipe set;


 


N 73 degrees 24’ 22” E, 62.55 feet to an iron pipe
set;


 


39.27 feet along the arc of a curve to the right, said
curve having a radius of 25 feet, a central angle of 90 degrees 00’ 00” a chord
which bears S 61 degrees 35’ 38” E, 35.36 feet to an iron pipe set in the
westerly right-of-way line of Triple Seven Road, Route 777.


 


THENCE, leaving Westwick Court and running with the
westerly right-of-way line of Triple Seven Road, Route 777, S 16 degrees 35’ 38”
E, 20.03 feet to an iron pipe set in the line of N/F Davis.


 


THENCE, departing the said westerly right-of-way line
of Triple Seven Road, Route 777 and running with N/F Davis, S 37 degrees 42’ 06”
W, 536.04 feet to an iron pipe found, said point being a corner to Parcel M-1,
Countryside.


 





















 


THENCE, departing N/F Davis and running with said
Parcel M-1, and with the same line extended, a portion of Parcel C-2A1,
CountrySide N 61 degrees 43’ 34” W, 309.83 feet to a point, a corner to Parcel
C-2A1, CountrySide Commercial.


 


THENCE, continuing with said Parcel C-2A1, CountrySide
Commercial, the following courses and distances:


 


N 06 degrees 07’ 24” W, 253.75 feet to a Chiseled Crow’s
Foot on the concrete base of a Light Pole;


 


N 18 degrees 26’ 06” E, 41.11 feet to an iron pipe
found;


 


N 11 degrees 18’ 35” W, 149.03 feet to an iron pipe
set in the line of CountrySide, Section T-2-A.


 


THENCE, departing said Parcel C-2A1, CountrySide
Commercial and running with CountrySide Section T-2-A, and with the same line
extended, Section T-2-B, CountrySide, N 73 degrees 36’ 35” E, 571.44 feet to
the point of beginning.


 


Containing 6.8728 acres of land more 
or less.


 


	
  Tax Map Nos.

  	
   

  	
  PIN:

  	
   

  	
  Tax Map Nos.

  	
   

  	
  PIN:

  
	
  /64/A12////P1/

  	
   

  	
  029-40-6765-000

  	
   

  	
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  029-40-5243-000

  
	
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  029-40-3364-000

  
	
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  029-40-3475-000

  	
   

  	
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  029-40-3690-000

  
	
  /64/A12////P7/

  	
   

  	
  029-40-5394-000

  	
   

  	
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  029-40-7293-000

  
	
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  029-40-4780-000

  	
   

  	
  /64/A12////P10/

  	
   

  	
  029-40-4765-000