**Exhibit10.50****CONSULTING AGREEMENT**     **THIS CONSULTING AGREEMENT (**this “Agreement”) is entered into as of the 21st day ofDecember, 2006, by and between Comstock Homebuilding Companies, Inc., a Delaware corporation(“Comstock”), and The Merion Group, L.C. (“Consultant”).     **WHEREAS,**Comstock desires that the Consultant provide certain consulting services (the“Services”) related to The Eclipse on Center Park Condominium in Arlington, Virginia (the“Condominium”) and other projects being developed by Comstock in the Washington, D.C. metropolitanarea, and Consultant has agreed to provide such Services pursuant to the terms and conditions ofthis Agreement.     **NOW, THEREFORE**, for and in consideration of the premises herein contained, and other good andvaluable consideration, the receipt and sufficiency of which are hereby acknowledged, the partieshereto do hereby agree as follows:     1. Services. The Services shall be defined to include sales management, marketing,and production coordination services related to the Condominium and other existing and/or futureprojects of Comstock in the Washington, D.C. metropolitan area, as designated by Comstock from timeto time and shall involve the Consultant providing an average of 20 hours of consultation time perweek during the Fixed Term (hereinafter defined). To facilitate Consultant’s performance of theServices, Comstock shall provide Consultant, without charge, with the use of an office andancillary facilities within Comstock’s office premises during the term of this Agreement.     2. Consulting Fee.     (a) In consideration of the Consultant providing the Services to Comstock, Comstock agrees topay to the Consultant a fee (the “Fixed Term Consulting Fee”) in the amount of Twenty-Five ThousandNine Hundred and No/100 Dollars ($25,900.00) per month during the first three (3) months of theFixed Term, and the amount of Fifteen Thousand Nine Hundred and No/100 Dollars ($15,900.00) permonth during the final three (3) months of the Fixed Term. Should Comstock elect to terminate thisAgreement at any time, Comstock shall nevertheless remain obligated to pay the Fixed TermConsulting Fee to Consultant through the expiration of the Fixed Term.     (b) In the event Comstock requests, in writing, that the Consultant commit time above andbeyond those called for to perform the Services pursuant to Section 1 herein (including withoutlimitation those services described in Section 6 of the Separation Agreement entered into byComstock and Consultant as of even date herewith), then the fee to be paid to Consultant (the“Additional Fees”) in consideration of those additional hours shall be $200 per hour. TheAdditional Fees shall be due and payable to Consultant within fifteen (15) business days afterConsultant submits an invoice therefor to Comstock.     (c) Consultant shall keep time sheets memorializing the number of hours spent and the Servicesprovided for each calendar month during the term of this Agreement.
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In the event Consultant spends fewer than 80 hours in a calendar month, then no Additional Fees shall be earnedby Consultant until Consultant has provided Services for the number of hours necessary to make-upthe deficit from the previous month(s).     (d) Comstock hereby agrees to reimburse Consultant for all costs incurred by Consultant incarrying out its obligations under this Agreement, including, without limitation, travel costs, solong as such costs were pre-approved in writing (which may include e-mail) by Comstock.     3. Agents and Commission. Comstock and the Consultant each warrant to the other thatneither had dealt with an agent, broker or finder with respect to the transaction contemplated bythis Agreement. In the event any claim for commission or finder’s fee is brought by any person orentity as a consequence of the transaction contemplated hereby, then the party whose acts give riseto such claim shall indemnify and hold harmless the other party against any loss, cost or expenseof any nature, including, but not limited to, court costs and reasonable attorneys’ fees, arisingas a consequence of the claim for a commission or fee.     4. Representations and Warranties by Consultant. Consultant has the power andauthority to enter into this Agreement and perform its obligations hereunder; the performance byConsultant of its obligations hereunder does not and will not violate any law; and neither thisAgreement nor the performance by Consultant of its obligations hereunder violates any agreement orcontract to which Consultant is bound or a party. This Agreement is binding upon and enforceableagainst Consultant in accordance with its terms, and the person signing this Agreement on behalf ofConsultant is authorized to do so*.*     5. Indemnification. As specifically provided for and limited herby, Consultant shallprotect, defend, hold harmless, and indemnify Comstock and its partners, affiliates, successors,heirs, assigns, directors, officers, employees and agents from and against all claims, actions,liabilities, damages, losses, costs and expenses (including court costs and attorneys’ fees)arising out of or incidental to the performance by Consultant of any duties and obligationspursuant to this Agreement, or any breach by Consultant of the representations and warranties ofConsultant under this Agreement; provided, however, that such indemnification shall be strictlylimited to the actual damages suffered and shall in no event exceed the total compensation paid byComstock to Consultant hereunder. The foregoing indemnification shall survive the expiration ortermination of this Agreement and the purchase and sale of any property or potential transactionfor which Consultant has been retained hereunder.     6. Term. The fixed term of this Agreement (the “Fixed Term”) shall commence onJanuary 1, 2007 and shall continue through June 30, 2007. It is understood and agreed thatComstock may terminate this Agreement without cause upon delivering written notice thereof toConsultant, whereupon the parties hereto shall have no further liability to each other, except forthe requirement in Section 2 hereof regarding Comstock’s obligation to pay the Fixed-TermConsultant Fee to Consultant through the expiration of the Fixed Term. Upon the expiration of theFixed Term, the parties hereto may agree to extend the term of this Agreement on a month-to-monthbasis (the “Month-To-Month Term”). The Month-To-Month Term may be terminated by either partyhereto with or without cause immediately upon delivery of written notice thereoffrom one party to the other. Unless otherwise agreed to in writing by the parties hereto, the feescharged by Consultant during the Month-To-Month Term shall be the same as the Additional Fees.
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     7. Notice. All notices and other communications hereunder shall be in writing and bedeemed duly given if personally delivered, telecopied with proof of receipt, or sent by nationallyrecognized overnight courier, or mailed by certified mail, return receipt requested, postageprepaid:   If to Comstock: Comstock Homebuilding Companies Inc.  11465 Sunset Hills Road, Suite 510  Reston, Virginia 20190  Attn: Christopher Clemente  Telecopier (703) 760-1520   If to Consultant: William P. Bensten  928 Mackall Avenue  McLean, Virginia 22101  Telecopier (703) 442-8714The parties hereto shall be responsible for notifying each other of any change of address.     8. Assignment. Except for an assignment to an affiliate of Comstock, the benefitshereunder are not assignable by either party without the written consent of the other party.     9. Construction of Agreement.          a. This Agreement may be executed in several counterparts, each of which shall be deemed anoriginal, but all of which shall constitute one and the same instrument.          b. Titles to paragraphs and subparagraphs are for convenience only and are not intended tolimit 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 thesubject matter hereof. No change or modification of this Agreement, or any waiver of theprovisions 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 anycondition, covenant, requirement, obligation or warranty by one party shall not be deemed a waiverof the performance or satisfaction of any other condition, covenant, requirement, obligation orwarranty unless specifically consented to in writing.          f. This Agreement shall be construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflicts of laws principles.
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          g. Nothing contained herein is intended to make, nor be construed to make, Comstock andConsultant as partners or joint venturers.          h. If any term, covenant or condition of this Agreement or the application thereof to any partshall be invalid or unenforceable, the remaining terms, covenants and conditions or circumstancesshall not be affected thereby, and each term shall be valid and enforceable to the fullest extentpermitted by law.          i. 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 partyshall include all litigation expenses, including reasonable attorneys’ fees and costs. The partieshereto hereby consent to the jurisdiction of the Circuit Court of Fairfax County with regard to anylitigation arising out of this Agreement, and hereby waive their right to a jury trial.     **WITNESS**the following signatures and seals:      **COMSTOCK:**