**Exhibit 10.22**

 

**REAL ESTATE PURCHASECONTRACT**

 

 

THIS REAL ESTATE PURCHASECONTRACT (this “Contract”) is made as of the “Effective Date” defined inSection 1 below.

 

**1.             Defined Terms**:  When used in this Contract, the followingcapitalized 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 themeanings ascribed to them elsewhere in this Contract.

 

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

 

**3.             Cash Payment andDeposit**.  Purchaser has delivered $100,000 (the “CashPayment”) 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 inconsideration for the execution and delivery of this Contract by Seller.  The Cash Payment shall not be refundable toPurchaser under any circumstances **exceptfor the willful failure of Seller to close***.*  In the event thatthe Closing does not timely occur for any reason whatsoever, the Intermediaryshall act solely on the instructions of the Purchaser as to the disposition ofthe Cash Payment.  If the Closing doesoccur, however, the Cash Payment (together with the Deposit as provided in Section3.2 below), shall be credited to the Purchase Price.

 

**3.2          Deposit.**  The Deposit shall be refunded to thePurchaser 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 ofPurchase Price**. Subject to adjustments hereafter provided, the balance of the PurchasePrice shall be delivered to Escrow Agent at Closing. Escrow Agent shalldisburse the Purchase Price in accordance with Seller’s instructions, subjectto adjustment as hereafter provided, at Closing, notwithstanding that the deedof conveyance may not have been recorded, it being understood by the partiesthat the Purchaser will procure “gap” coverage insuring title from and afterthe time of Closing, not the time of recording the deed.

 

**5.             Termination DuringFeasibility Period**.  There is no Feasibility Period or right oftermination.

 

**6.             Entry on theProperty**. Subject to the rights of tenants at the Property and withoutunreasonable interference or disturbance of such tenants, Purchaser or itsagents 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 performnon-intrusive studies, tests or evaluations (a customary phase-I environmentalreview shall not be considered intrusive). Seller shall have the right to have a representative present at alltimes during such studies, tests or evaluations and shall have the right toconfirm that Purchaser has adequate insurance prior to Purchaser’s entry ontothe Property.  Purchaser acknowledgesthat it or others on its behalf have completed most, if not all, tests on theProperty which Purchaser desires to perform, and that any further tests to beperformed by or on behalf of

 

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

 

**7.             Title**.  Purchaser acknowledges that it has reviewedtitle to the Property and that Purchaser accepts the condition of title as itexists on the date (the “Title Examination Date”) of the title report alreadyprocured by or on behalf of Purchaser; provided, however, that Seller shallconvey title to the Property in such condition at Closing; and provided,further that Seller shall remove at or before Closing any financing encumbrancesincurred by Seller on the Property.  Ifthe status of title on the Closing Date is not in the same condition as existedat Title Examination Date, Purchaser may (i) accept title in its currentform and proceed to Closing or (ii) terminate this Contract, whereupon theDeposit shall be returned to Purchaser and both parties shall be relieved fromall further liability hereunder except for Purchaser’s indemnificationobligations under Sections 6 and 25 hereof.

 

**8.             Representations, Warranties andCovenants of Seller**.  Seller hereby represents, warrants andcovenants to Purchaser that:

 

**8.1          NoChanges**.  Sellershall maintain the Property in the same physical condition as existed on theEffective Date (reasonable wear, tear and casualty excepted) and shall notdenude, excavate or otherwise commit waste on the Property.

 

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

 

**8.3          Representationor Warranty Untrue. **Ifany of the representations or warranties contained in this Section 8 shall bematerially untrue on the Closing Date, Purchaser may (i) waive any objectionthereto and proceed to Closing, or (ii) terminate this Contract, whereupon theDeposit shall be returned to Purchaser and both parties shall be relieved fromall further liability hereunder except for Purchaser’s indemnificationobligations 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 theprovisions of Section 16 hereof, the property is being sold in its “AS andWHERE IS” condition, all as more specifically described in Section 16.

 

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**9.             Representations and Warrantiesof Purchaser**. Purchaser hereby represents, warrants and covenants to Seller that:

 

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

 

**9.2          No Bankruptcy. **No proceedings oractions are pending or threatened which might limit or impair Purchaser’s powerto consummate the transactions contemplated by this Contract.  Without limiting the generality of theforegoing, there has not been filed by or against Purchaser a petition inbankruptcy or insolvency proceedings or for reorganization or the appointmentof a receiver or trustee under state or Federal law.

 

**9.3          Representationor Warranty Untrue. **Ifany of the representations or warranties contained in this Section 9 shall bematerially untrue on the Closing Date, Seller may (i) waive any objectionthereto and proceed to Closing, or (ii) terminate this Contract, whereupon theDeposit shall be paid to Seller as liquidated damages (the parties herebyacknowledging that the precise amount of damages suffered by Seller in theevent of such a default by Purchaser would be difficult or impossible todetermine) and both parties shall be relieved from all further liabilityhereunder except for Purchaser’s indemnification obligations under Sections 6and 25 hereof.

 

**10.          Closing; Closing Costs;Adjustments; Possessions**.

 

**10.1        Closing Date.**  Closingshall occur on the Closing Date.

 

**10.2        Closing Deliveries.**

 

**10.2.1  **AtClosing hereunder, Seller shall deliver to Purchaser (or to Escrow Agent forthe benefit of Purchaser):

 

(1)           A good andsufficient special warranty deed duly executed and acknowledged by Sellerconveying the Property to Purchaser;

 

(2)           An assignment andassumption of all of the service and maintenance contracts applicable to theProperty in a form reasonably acceptable to Purchaser (the “Assignment andAssumption of Contracts”), assigning to Purchaser all service, maintenance andother contracts applicable to the Property and continuing in force inaccordance with the respective terms thereof after the Closing Date (suchassignment to contain mutual indemnification provisions for obligations underthe respective service, maintenance and other contracts, with Sellerindemnifying Purchaser for matters occurring prior to the Closing Date and withPurchaser indemnifying Seller

 

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

 

(3)           An assignment andassumption of all of the leases applicable to the Property in a form reasonablyacceptable to Purchaser (the “Assignment and Assumption of Leases”), assigningto Purchaser all leases and other occupancy agreements applicable to theProperty (such assignment to contain mutual indemnification provisions forobligations under the respective leases with Seller indemnifying Purchaser formatters occurring prior to the Closing Date and with Purchaser indemnifyingSeller for matters occurring from and after the Closing Date);

 

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

 

(5)           Acertification that Seller’s representations and warranties provided in Section8 hereof are accurate and complete as of the date of Closing in all materialrespects;

 

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

 

(7)           Any other documentsreasonably required by this Contract.

 

**10.2.2    **AtClosing hereunder, Purchaser shall deliver to Seller (or to Escrow Agent forthe benefit of Seller):

 

(1)                                  ThePurchase Price;

 

(2)                                  TheAssignment and Assumption of Contracts;

 

(3)                                  TheAssignment and Assumption of Leases; and

 

(4)                                  Acertification that Purchaser’s representations and warranties provided inSection 9 hereof are accurate and complete as of the date of Closing in allmaterial respects; and

 

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(5)                                  Anyother documents reasonably required by this Contract.

 

**10.3        Tenderof Performance**. The delivery to the Intermediary of the Cash Payment and to the EscrowAgent of the Deposit (without condition except as provided herein) and the deliveryto the Escrow Agent of the balance of the Purchase Price and such other fundsand/or documents as are required of Purchaser to effect the terms of thisContract shall be deemed good and sufficient tender of performance of the termshereof by Purchaser. Delivery to Escrow Agent (without condition except asprovided herein) of a duly executed and acknowledged special warranty deed witha covenant of further assurances conveying the Property to Purchaser, anaffidavit in such form as is reasonably required by the applicable titlecompany for issuance of a title policy meeting the requirements of Section 7, acertification that Seller’s representations and warranties provided in Section8 hereof are accurate and complete as of the date of Closing, except asotherwise expressly disclosed therein, and such other documents as are requiredof Seller to effect the terms of this Contract shall be deemed good andsufficient tender of performance of the terms hereof by Seller.  Seller’s Closing proceeds shall be used tosatisfy any financing encumbrances against the Property which are not satisfiedat the time of Closing.

 

**10.4        ClosingCosts**.  Alltransfer and recordation taxes, however characterized, shall be shared equally(50/50) by Seller and Purchaser.  Allother expenses of Closing shall be the sole obligation of Purchaser, providedthat each party shall pay its own legal fees.

 

**10.5        Adjustments**.

 

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

 

**10.5.2  **There shall be an adjustment at Closing for allrents and other income generated by the Property through the Closing Date;utility deposits; charges for sewer, water and other utilities; charges underany service, maintenance or other contracts applicable to the Property(excluding, however, any management agreements) and continuing in force afterthe Closing Date; and tenant security deposits (including statutory interest orother 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 proratedand adjusted at Closing.

 

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

 

**11.          Default**.

 

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

 

**11.2        Purchaser’sDefault**.  IfPurchaser is the defaulting party, Seller’s sole and exclusive remedy shall,(i) in addition to the right to enforce Purchaser’s indemnification obligationsunder Sections 6 and 25 hereof and (ii) in addition to Seller’s rights underSection 12 hereof, be the right to terminate this Contract and declare aforfeiture of the Deposit as agreed upon liquidated damages, the parties herebyacknowledging that the precise amount of damages suffered by Seller in theevent 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 otherrights and remedies, at law or in equity, to which Seller may otherwise beentitled by reason of Purchaser’s default, including, but not limited to, anyright at equity to seek specific performance of this Contract by Purchaser andany right at law to seek damages from Purchaser for its breach hereof.

 

**11.3        Seller’sDefault**.  IfSeller is the defaulting party, Purchaser shall, in addition to Purchaser’srights under Section 12 hereof, be entitled to elect to either: (i) pursue anaction for specific performance, or (ii) terminate this Contract, whereupon theDeposit shall be immediately returned to Purchaser and both parties shall haveno further liability hereunder except for Purchaser’s indemnificationobligations under Sections 6 and 25.

 

**12.**          **Litigation**.  Notwithstanding Section 11 or any other provisionof this Contract, if any party resorts to litigation to enforce its rightsunder this Contract or if Escrow Agent initiates an interpleader action, Sellerand Purchaser agree that (i) any judgment awarded to the prevailing party shallinclude all litigation expenses of the prevailing party, including, withoutlimitation, actual attorney’s fees and court costs, and  (ii) Escrow Agent shall be entitled torecover from the party against whom judgment is entered its litigationexpenses, including, without limitation, actual attorney’s fees and courtcosts.

 

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

 

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

 

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

 

**15.          Time**.  Time is of the essence of all matters setforth in this Contract.

 

**16.          PropertyCondition**.  Purchaser agrees that the Property is beingsold, 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 ORWARRANTIES, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THEPROPERTY, ITS NATURE, ITS PHYSICAL CONDITION, ITS ENVIRONMENTAL CONDITION, ITSSUITABILITY, USEFULNESS OR FITNESS FOR PURCHASER’S PURPOSES OR ANY PARTICULARPURPOSE WHATSOEVER, ITS COMPLIANCE WITH, OR ITS OPERATION’S COMPLIANCE WITH,ANY LAWS, ORDINANCES, OR REGULATIONS, OR ANY OTHER MATTER WITH RESPECT TO THEPROPERTY.

 

**17.          Casualty/Riskof Loss**.  Inthe 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 Purchasermay, by giving written notice to Seller within five (5) days after receipt ofsuch notice from Seller, terminate this Contract, whereupon the Deposit shallbe immediately returned to Purchaser and both parties shall have no furtherliability hereunder except for Purchaser’s indemnification obligations underSections 6 and 25.  In the event thatPurchaser shall fail to give notice of termination as and when required herebyor such casualty is estimated to be equal to or less than $320,000, thenPurchaser shall be required to proceed to Closing under this Contract withoutreduction of the Purchase Price and all insurance proceeds, as well as allunpaid claims and rights in

 

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

 

**18.          Exhibitsand Schedules**. Each of the exhibits and schedules attached to this Contract isincorporated herein by reference and made a substantive part hereof.

 

**19.          EntireAgreement.**  ThisContract, together with all Exhibits and Schedules attached hereto, containsthe entire agreement between the parties hereto and is intended to be anintegration of all prior or contemporaneous agreements, conditions orundertakings between them; there are no promises, agreements, conditions,undertakings, warranties or representations (whether oral or written, expressor implied) between them other than as herein set forth.

 

**20.          Modificationin Writing**.    Nochange or modification of this Contract shall be valid unless in writing signedby both Seller and Purchaser; and no purported or alleged waiver of anyprovision hereof shall be valid or effective unless in writing signed by theparty against whom it is sought to be enforced.

 

**21.          Bindingon Successors**.     ThisContract shall run with the Property and shall be binding upon and shall inureto the benefit of the parties hereto and their respective heirs, legalrepresentatives, successors and permitted assigns.  Either party may assign its rights under theContract provided that (i) with respect to Purchaser, the assignee iscontrolling, controlled by or under common control with Purchaser, and (ii) theassignee of such rights assumes all of the obligations under this Contract ofthe assignor in a writing for the benefit of the other party to this Contract.  Any assignment of this Contract shall notoperate to release the assignor.

 

**22.          Survival**  Except as otherwise expressly providedherein, the provisions hereof shall not survive the execution, delivery andrecordation of the deed of conveyance and shall be merged therein.

 

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

 

**24.          Counterparts**.  This Contract may be executed in multiplecounterparts, each of which shall be deemed an original but all of which shallconstitute but one Contract.

 

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**25.          Confidentiality.**  Purchaser agrees that it will use and willcause its representatives, agents, and contractors to use all information andmaterials provided to Purchaser by Seller relating to the Property exclusivelyfor the purpose of evaluating the purchase of the Property and will not, andwill cause its representatives, agents and contractors to not, disclose anysuch information or materials to anyone other than those who need to know inorder to assist Purchaser in evaluating its purchase of the Property.  Purchaser agrees to indemnify Seller from andagainst any liabilities, losses, claims, demands, costs or expenses (includingreasonable attorney’s fees) incurred by Seller as a result of a breach byPurchaser or by its representatives, agents and contractors of thisSection.  This Section shall survive thetermination of this Contract.

 

## ***26.          Section1031 Exchange.*** Seller and/or Purchaser (the “Exchanging Party”) may elect to consummatethe 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, asamended (the “Code”), subject to the terms and conditions below.

 

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

 

### **26.1.1      theExchanging Party shall effect the Exchange through an assignment of all theExchanging Party’s rights (but not its obligations) under this Contract to aqualified intermediary;**

 

26.1.2      theother party (the “Non-Exchanging Party”) shall not be required to take anassignment of the purchase agreement for the replacement or relinquishedproperty or be required to acquire or hold title to any real property forpurposes of consummating the Exchange;

 

26.1.3      theExchanging Party shall pay any additional costs that would not otherwise havebeen incurred by the parties had the Exchanging Party not consummated itspurchase through the Exchange; and

 

26.1.4      theNon-Exchanging Party shall not incur any expense, loss, liability or obligationas 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 thisContract or acquiescence to the Exchange have its rights under this Contractaffected or diminished in any manner or be responsible for compliance with orbe deemed to have warranted to the Exchanging Party that the Exchange in factcomplies with §1031 of the Code.

 

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**27.**          **Indemnification Relatingto Jade.**  The partiesacknowledge that Seller entered into a Real Estate Purchase Contract (the “PriorContract”) with Jade Realty Company (“Jade”) pursuant to which Seller agreed tosell and Jade agreed to purchase the Property on the terms and conditionsprovided in the Prior Contract, and that simultaneously with the execution anddelivery of this Contract the Prior Contract is being terminated by the mutualagreement of the Seller and Jade.  Inconsideration for the Seller’s willingness to terminate the Prior Contract andto enter into this Contract instead, and for other valuable consideration, thePurchaser agrees to indemnify and hold harmless Seller against and from anyloss, cost, damage or expense (including reasonable attorneys’ fees and costsof litigation) suffered by Seller as a result of a breach by Jade of, or Jade’sfailure to perform any or all of Jade’s indemnification obligations set forthin, Sections 6, 13 and 25 of the Prior Contract.  The provisions of this Section 27 shallsurvive the Closing or the earlier termination of this Contract.

 

 

[Signatures appear on followingtwo pages.]

 

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**INWITNESS WHEREOF**, and intending to be legally bound theundersigned parties have duly executed this Contract under seal on the datesindicated 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 onthe next page.]

 

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|   | 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 |   |
|        |                                       |  |  |  |  |

 

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| Exhibits  |
|-----------|
|      |
| A         | Legal Description of the Property |
|      |
| Schedules |
|      |
| 14        | Notice Addresses |

 

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**SCHEDULE14**

 

**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)                   |

 

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**EXHIBIT A**

[Legal Description]

 

 

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

 

Beginning at an iron pipe set in the westerlyright-of-way of Triple Seven Road, Route 777, said pipe being in thesoutherly 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, S16 degrees 35’ 38” E, 215.28 feet to an iron pipe set at the convergence ofRoute 777 and Westwick Court (50’ wide).

 

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

 

39.27 feet along the arc of a curve to the right, saidcurve having a radius of 25 feet, a central angle of 90 degrees 00” 00” a chordwhich 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 pipeset;

 

22.39 feet along the arc of a curve to the right, saidcurve having a radius of 25 feet, a central angle of 51 degrees 19’ 04” a chordwhich 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, saidcurve having a radius of 55 feet a central angle of 282 degrees 38’ 08” a chordwhich 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, saidcurve having a radius of 25 feet, a central angle of 51 degrees 19’ 04” a chordwhich 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 pipeset;

 

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

 

THENCE, leaving Westwick Court and running with thewesterly 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 lineof 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.

 

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THENCE, departing N/F Davis and running with saidParcel 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 ParcelC-2A1, CountrySide Commercial.

 

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

 

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

 

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

 

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

 

THENCE, departing said Parcel C-2A1, CountrySideCommercial and running with CountrySide Section T-2-A, and with the same lineextended, Section T-2-B, CountrySide, N 73 degrees 36’ 35” E, 571.44 feet tothe 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 |       | /64/A12////P2/   |       | 029-40-5243-000 |
| /64/A12////P3/   |       | 029-40-3852-000 |       | /64/A12////P4/   |       | 029-40-3364-000 |
| /64A12////P5/    |       | 029-40-3475-000 |       | /64/A12////P6/   |       | 029-40-3690-000 |
| /64/A12////P7/   |       | 029-40-5394-000 |       | /64/A12////P8/   |       | 029-40-7293-000 |
| /64/A12////P9/   |       | 029-40-4780-000 |       | /64/A12////P10/  |       | 029-40-4765-000 |

 

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