**Exhibit 10.33**

** **

**PURCHASEAGREEMENT BETWEEN**

**COMSTOCKPOTOMAC YARD, L.C. AND**

**COMSTOCKASSET MANAGEMENT, L.C.**

November 12, 2004

 

**TABLE OFCONTENTS**

 
| **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 |       |
|                                                             |                             |            |  |

 

i

----

 
| **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                                 |       |
|                                                       |                                          |            |  |

 

ii

----

 
| **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         |       |
|                  |                                       |            |  |  |

 

iii

----

 

**PURCHASE AGREEMENT**

 

**THIS PURCHASE AGREEMENT**, entered into this 12th day ofNovember, 2004 (the “Effective Date”) between **COMSTOCKPOTOMAC YARD, L.C.**, a Virginia limited liability company,hereinafter known as “Seller”, and**COMSTOCKASSET 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 locatedin Arlington County, Virginia containing 4.8313 acres, more or less, known asPotomac 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, uponapproval, would allow for the development and sale of the Project as acondominium (“Condominium”) containing both residential units (“ResidentialUnits”) and retail commercial units (“Commercial Units”); and

 

**WHEREAS**, theCondominium will be developed in no less than two (2) major phases, one phasebeing referred to as the “West Tower” which will contain up to two hundredforty 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”, willcontain up to two hundred twenty eight (228) Residential Units and up to three (3) CommercialUnits (Commercial Unit #3, Commercial Unit #4 and Commercial Unit #5).  Commercial Units #1-5 are more particularlyidentified on **Exhibit B**hereto; and

 

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

 

**NOW, THEREFORE, WITNESSETH:** For and in consideration of the mutualpromises and covenants herein contained and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,Seller hereby grants to Purchaser the right to purchase and the Purchaserhereby agrees to purchase in fee simple the Commercial Units on the followingterms and conditions:

 

1

----

 

## **ARTICLE I**

**COMMERCIAL UNITS, PURCHASE PRICE, PAYMENT**

 

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

 

1.02                           Purchase Price.     Subjectto all of the terms and conditions of this Agreement, Seller agrees to sell andPurchaser agrees to purchase the Commercial Units for a total price (the “PurchasePrice”) of **FOURTEEN MILLION FIVE HUNDREDTHOUSAND AND NO\100THS DOLLARS ($14,500,000.00)**.  For tax valuation and assessment purposesonly, the Purchase Price has been allocated to each Commercial Unit based onthe approximate square footage contained within each Commercial Unit as itrelates to the total square footage of all of the Commercial Units.  The allocable Purchase Price for theCommercial 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 |   |

 

Theparties hereto agree and acknowledge the square footages of the CommercialUnits may increase or decrease when constructed and the Purchase Price shallnot increase or decrease based on such fluctuations unless specifically agreedto by the parties in writing.

 

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

 

**ARTICLE II**

**DEPOSIT**

 

2.01                           Amount.

 

a.                                       On or before the laterof (i) the expiration of the Feasibility Study Period (as hereinafterdefined); or (ii) concurrent with the release of the existing deed oftrust recorded as a second lien against the Project and securing a loan to theSeller from Comstock Capital Partners, L.C. (the “Junior Loan”); the Purchasershall deliver to Premier Title, Inc. (the “Escrow Agent”), cash in the sumof **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 theSeller’s execution and recordation a temporary deed of trust encumberingthe 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 thereturn of the Deposit to Purchaser

 

2

----

 

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

 

b.                                      Should the Purchaser fail to timely deliverthe Deposit to the Seller, the Seller shall have the right, upon written noticeto the Purchaser, to terminate this Agreement whereupon the parties shall haveno further obligation one to the other hereunder, except for Purchaser’sindemnification obligations pursuant to Paragraph 4.01 hereof.

 

2.02.                        Release.     TheDeposit, unless previously returned to the Purchaser or released to the Sellerpursuant to the default terms of this Agreement, shall be credited to thePurchase Price at settlement and closing.

 

**ARTICLE III**

**TITLE**

 

3.01                           Title.     The Seller covenants thatit is, or will be, the fee simple owner of the Commercial Units, subject to allinstruments forming the chain of title to the Commercial Units, that it hasfull legal, beneficial, and equitable ownership of the Commercial Units andthat it has the right and power to convey the Commercial Units.  The Commercial Units are to be sold andconveyed free of liens, and title is to be good of record, merchantable andinsurable.  Title shall be fullyinsurable under a full coverage owner’s title policy issued by a recognizedtitle insurance company of Purchaser’s choice, at standard rates and withoutrequirement 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 theEffective Date, Purchaser will cause an examination of title to the CommercialUnits 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 otherthan the Permitted Exceptions that, in Purchaser’s sole discretion, willimpede, hinder use of, or unreasonably interfere with Purchaser’s intendedbuildout and use of the Commercial Units (hereinafter referred to as “Objections”).  Any item contained in the Title Examinationnot set forth on the Title Notice shall be considered a PermittedException.  If any such Objection shallbe 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, maytake appropriate action, legal or otherwise, to promptly cure said defect.  Seller shall advise Purchaser in writingwithin five (5) business days of receipt of the Title Notice of anyObjections which Seller determines it will be unwilling and/or unable to socure at or prior to the initial settlement and closing; and it shall be acondition precedent to such closing that all Objections that Seller isobligated to cure shall be cured by Seller at or prior to such closing.  In the event Seller advises Purchaser of itsunwillingness and/or inability to so cure one or more Objections, Purchasermay, at its

 

3

----

 

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

 

Notwithstandinganything to the contrary above, any deeds of trust, judgments, unpaid state orfederal taxes, inheritances taxes, unpaid real estate taxes, or any other liensagainst the Commercial Units that can be cured by the payment of money shall befirst paid and released of record by the settlement agent or attorney atsettlement (if not sooner paid and released of record by Seller), utilizing theproceeds paid by Purchaser at settlement.

 

Thestate of title at date of each settlement and closing shall be the same as isdisclosed by the Title Examination, except for recordation of the Declarationof Condominium and those other matters which are approved by Purchaser, orSeller shall be in default and Purchaser may exercise its remedies pursuant tothis paragraph or Paragraph 9.02 hereof.

 

**ARTICLE IV**

**FEASIBILITY AND ENGINEERING**

 

4.01.                        FeasibilityStudy Period.     Purchaser and its agents, representativesemployees and consultants have had the right, during normal business hours toenter upon the Project for the purpose of performing environmental andengineering surveys and to make feasibility, zoning, marketing and economictests and studies of the Commercial Units in order to determine whether theCommercial Units to be constructed at the Project are suitable for Purchaser’sneeds and Purchaser has largely satisfied its due diligence inquiry.

 

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

 

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

 

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

 

4

----

 

engineeringplans (“Plans”) for the construction of the Commercial Units as cold darkshells (as hereinafter defined); (c)  level one environmental assessmentfor the Project; (d) the Declaration of Condominium, and (e) acomplete copy of the $100 million dollar environmental coverage policy ofinsurance issued by the Chubb Group of insurance companies and under whichSeller has been identified as a named insurance through an appropriateendorsement or rider and Purchaser shall be added to that policy as a namedinsured.  Should the Seller fail totimely deliver the Documents to the Purchaser, the Feasibility Study Periodshall be extended day for day until such time as all of the Documents have beendelivered to the Purchaser.

 

**ARTICLE V**

**PRE-CONDITIONS OF SETTLEMENT**

 

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

 

a.                                       The Application shall have been approved bythe Board and the Declaration of Condominium shall have been recorded among theland records of Arlington County, Virginia creating the Commercial Units asseparate and individual units within the Project.  In connection with this requirement, Selleris entitled to an shall receive a legally and fully approved condominium unitunder Virginia law.

 

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

 

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

 

5

----

 

retailestablishment or would materially increase the cost of or materially delay thebuildout of the Commercial Units.

 

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

 

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

 

**ARTICLE VI**

**CLOSING AND POSSESSION**

 

6.01                           PreclosingInspection.  Within five (5) days after the requestof either party to do so or immediately prior to each settlement, whichever issooner, Purchaser shall accompany Seller on an inspection of the CommercialUnits which are ready for settlement. Upon completion of each such inspection, an Inspection Report shall becompleted jointly by Purchaser and Seller, indicating thereon any noncompliancewith the provisions of this Agreement and/or noting any incomplete or defectivework performed or to be performed by Seller. Failure for the non-requesting party to participate in such inspectionswill be considered an acceptance of the Inspection Report as prepared by therequesting party.  Any defective oruncompleted work shall be corrected or completed by Seller within sixty (60)days of said inspection.  Unless Sellerhas begun and is progressing with all reasonable diligence toward completion atthe end of said sixty (60) day period, Purchaser may perform the work andSeller shall compensate Purchaser (in cash or by credit on future settlements)for its actual costs to complete or correct plus ten percent (10%) for overheadand profit.  Upon acceptance of any workby Purchaser, as indicated by the Inspection Report, Seller will be deemed forall purposes of this Agreement to have completed such work.

 

6.02                           Conveyance.     Settlement and closing hereunder on eachCommercial 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) forsuch Commercial Unit, or (ii) thirty-six months from the effective date ofthis Agreement or (iii) at such earlier time as Purchaser may designateupon 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 reasonablysatisfactory to Seller.  Purchaser shallprovide written notice to Seller of the exact time, date and place ofsettlement 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 thelatest date for such settlement and closing pursuant to the terms hereof.

 

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

 

6

----

 

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

 

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

 

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

 

6.05                           FutureEncumbrances.     Seller agrees that from the date ofexecution hereof by Seller, Seller may not further encumber the CommercialUnits, except for the recordation of the Declaration of Condominium, withoutthe written consent of the Purchaser, which consent will not be unreasonablywithheld.

 

6.06                           FIRPTA.    Seller hereby represents and warrants to Purchaser that Seller is not a “foreignperson” within the meaning of Section 1445 of the Internal Revenue Code of1986, and Seller further agrees, at closing, if requested, to furnish Purchaseran affidavit to this effect complying with the provisions of Section 1445of the Internal Revenue Code.

 

7

----

 

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

 

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

 

**ARTICLE VII**

**DECLARATION OF CONDOMINIUM**

 

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

 

**ARTICLE VIII**

**PURCHASER’S IMPROVEMENTS**

 

8.01.                        Improvements.

 

a.                                       The design and location of all improvementsto be constructed by Purchaser on the exterior of Commercial Units shall besubject to the prior review and approval by the Seller (in addition to and notin lieu of any review and approval required by the Condominium Documents).  Purchaser agrees to adhere to all designstandards as may be imposed by the Seller and shall adhere to all revisionsthereto that are known to Purchaser submitting an application for buildingpermit for each commercial unit.

 

b.                                      Applications for approvals under thisParagraph are to be submitted in duplicate. All approvals or disapprovals shall be in writing and shall not beunreasonably withheld.  The Seller shallapprove or disapprove submissions within fifteen (15) calendar days of receipt,subject to reasonable extensions.  If noapproval or disapproval is communicated in writing within said fifteen (15) calendardays, requests shall be deemed approved. Reasons will be stated to Purchaser in writing for any disapprovals.

 

c.                                       Governmental approval of Purchaser’sconstruction plans for any

 

8

----

 

CommercialUnit is not a condition precedent to Purchaser’s obligation to close on suchCommercial Unit.

 

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

 

8.02.                        Maintenanceof Construction Site.     Purchaser shall maintain its constructionsite in an orderly fashion, and shall remove all debris and equipmentdaily.  Purchaser shall keep roads andpedestrian access ways free from storage of equipment, building materials, anddirt both on the Project and on all roads daily.  Parking of vehicles for workmen must beprovided off the publicly dedicated rights-of-way.

 

8.03.                        Purchaser’sConstruction Activities.     Purchaser shall complete all improvementsin the Commercial Units in a timely and workmanlike manner.

 

8.04.                        Compliancewith Laws.     All improvements constructed by Purchaserin the Commercial Units shall conform to the Condominium Documents and allapplicable laws, codes, ordinances, and regulations, and shall also comply withall development conditions applicable to the Project.

 

**ARTICLE IX**

**DEFAULT**

 

9.01                           Purchaser.

 

a.                                       In the event Purchaser shall default withrespect to its obligations to proceed to full and final settlement on anyCommercial Unit, then Seller shall give written notice to Purchaser that saiddefault shall be cured within ninety (90) days of Purchaser’s receipt of suchnotice.  If Purchaser fails to cure thedefault within such ninety (90) day cure period, then Seller shall be entitledto terminate this Agreement and to retain, as Seller’s fixed, agreed andliquidated damages, and as Seller’s sole remedy, the Deposit (or the remainingbalance thereof) delivered to the Seller by the Purchaser and thereafter theparties shall be relieved of all liability and obligation under this Agreementexcluding, however, the indemnification of obligations under Paragraph 4.01,which shall survive termination.  Theparties hereto agree that if Purchaser defaults on its obligations as describedabove the actual damages thereby incurred by Seller would be difficult tomeasure and the retention of the Deposit by Seller would in such circumstancesrepresent reasonable compensation to Seller on account thereof.

 

b.                                      In the event Purchaser shall default withrespect to any other obligation to be performed in accordance with the termshereof, and if Seller is ready, willing and able to perform, then Seller shallgive 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 withinsuch thirty (30) day cure period, to Seller’s

 

9

----

 

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

 

9.02                           Seller.

 

a.                                       In the event Purchaser shall default withrespect to its obligations to proceed to full and final settlement on anyCommercial Unit, then Seller shall give written notice to Purchaser that saiddefault shall be cured within thirty (30) days of Purchaser’s receipt of suchnotice.  If Purchaser fails to cure thedefault within such thirty (30) day cure period, then as Purchaser’s soleoption and remedy, Purchaser may seek to enforce the remedy of specificperformance.  Notwithstanding thepreceding sentence, if an only if the remedy of specific performance isunavailable to the Purchaser as a result of the Purchaser having previouslyconveyed the Commercial Unit at issue to a third party, then Purchaser maypursue all other remedies available to Purchaser at law or in equity.  At Purchaser’s option, should Purchaser electto proceed to closing and there remain deficiencies in the Commercial Unitswhich are the result of Seller’s breach, Purchaser shall have the right, butnot the option, to initiate reasonable cure and remedy of all such Sellercaused breaches and charge Seller or otherwise receive credit for all suchcures at closing or by other means.

 

b.                                      In the event Seller shall default withrespect 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 shallgive 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 cureperiod, to Purchaser’s reasonable satisfaction, then, at Purchaser’s soleoption, Purchaser may either (i) terminate this Agreement, whereupon theSeller shall return the Deposit (or the then remaining balance thereof) to thePurchaser, after which event neither party shall have any further liabilityhereunder, or (ii) enforce only the remedy of specific performance.  Notwithstanding the preceding sentence, ifand only if the remedy of specific performance is unavailable to the Purchaseras a result of the Purchaser having previously conveyed the Commercial Unit atissue to a third party, then Purchaser may pursue all other remedies availableto 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 dealtwith any agent, broker or finder with respect to the transaction contemplatedby this Agreement.  In the event that anyother claim for commission or finder’s fee is brought by any person or entityas a consequence of the transaction contemplated hereby, then the party whoseacts gave rise to such claim shall hold harmless the other party against anyloss, cost or expense of any nature, including, but not limited to, court costsand reasonable attorney’s fees arising as a consequence of the claim for thecommission or fee.

 

10

----

 

**ARTICLE XI**

**CONDEMNATION**

 

11.01                     Notice andAward.     Seller agrees to give Purchaser promptnotice of any actual or threatened taking of all or any portion of theCommercial Units by condemnation or eminent domain prior to the date of closinghereunder.  In the event that prior toclosing hereunder there shall occur a taking by condemnation or eminent domainor a proposed conveyance to a condemning authority in lieu of condemnation, ofall or any material portion of the Commercial Units, then Purchaser, at itsoption, may either (i) terminate this Agreement by written notice toSeller whereupon the Seller shall return the Deposit (or the then remainingbalance thereof) to Purchaser and the parties shall not be further obligated toeach other pursuant to this Agreement, except for the indemnificationobligations set forth in Paragraph 4.01 and their obligations pursuant to Paragraph14.06, or (ii) proceed to closing hereunder, without reduction in thePurchase Price, in which event Seller shall assign to Purchaser at closing allinterest of Seller in and to any condemnation proceeds (but not exceeding theamount of the Purchase Price) that may be payable to Seller on account of suchcondemnation with respect to the Commercial Units; Purchaser shall receive acredit at closing in the amount of any condemnation proceeds paid to Sellerwith respect to the Commercial Units prior to the date of closing (to theextent 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 thatSeller is a duly organized and validly existing limited liability company underthe laws of the Commonwealth of Virginia, qualified to do business in theCommonwealth of Virginia, and in good standing; that Seller has the power as alimited liability company to execute and perform this Agreement; that allnecessary consents and approvals from the Seller have been obtained; and thatthe person executing this Agreement on behalf of Seller is duly empowered tobind Seller to perform its obligations hereunder.  Copies of any necessary approvals are to befurnished by Seller upon written request by Purchaser.

 

12.02                     Specific.    In addition to any other warranty made in connection with thisAgreement, the Seller warrants and agrees that as of the date of settlement (a) theSeller is the fee simple owner of the Commercial Units, and the CommercialUnits are free and clear of all liens and encumbrances except as otherwiseprovided herein; (b) that to the best of Seller’s knowledge and belief,the Commercial Units do not contain any hazardous substance other than traceamounts usually and customarily created as a result of the construction ofimprovements similar to the Commercial Units, the Seller has not conducted orauthorized the generation, transportation, storage, treatment or disposal atthe Project of any hazardous substance other than as is customary resultingfrom development of improvements similar to the Project or development ofsurrounding properties; that the Seller has not received any notice of, and hasno knowledge that, any government authority or any employee or agent thereof,or any private citizen, has determined, or threatens to determine, or has madeany 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; norhas any “clean-up” of the Project occurred pursuant to the Environmental Laws(as hereinafter defined) which could give rise to liability on the part ofPurchaser to reimburse any governmental authority for the costs of suchclean-up or a lien or encumbrance on the Project.  For purposes of this paragraph, “hazardoussubstance” means any materials in violation of any applicable environmentallaws or regulations including, but not limited to, Section 103 of theComprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.9601 etseq., 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 againstthe Commercial Units, or against Seller with respect to the Commercial Units,or any part thereof; (d) no bankruptcy, insolvency, rearrangement, orsimilar action or proceeding, whether voluntary or involuntary, is pending orthreatened against Seller, or any parent, partner or person or entity with acontrolling interest of the Seller, and Seller has no intention of filing orcommencing any such action or proceeding; (e) that Seller has granted noperson any contract right or other legal right to the use of any portion of theCommercial Units or to the furnishing or use of any facility or amenity on orrelating solely to the Commercial Units other than as may be set forth in theCondominium Documents; and (f) that the execution of this Agreement willnot 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 oragreement to which Seller is a party or by which the Commercial Units areencumbered or affected.  Notwithstandingthe foregoing, Purchaser acknowledges that Seller has disclosed and Purchaseris aware as a matter of public record that the Commercial Units will be locatedin a Project which will be built upon formerly contaminated industrial propertywhich property has been fully remediated under applicable state and federalenvironmental laws and certified for use which use expressly includes the usescontemplated by Purchaser and authorized under all applicable environmental andzoning laws.

 

12.03                     Mechanic’s Liens.     All contractors,subcontractors, laborers, and materialmen who are or did perform work upon orfurnish labor or materials at Seller’s request to improve or benefit theCommercial Units prior to settlement have been or will be paid in full bySeller in the ordinary course of business. Seller will execute at closing the necessary affidavits and otherdocuments reasonably required by Purchaser’s title insurance company toeliminate from its title policy any exception to filed or unfiled mechanic’sliens arising from any act of Seller or its subcontractors.  Should at any time after settlement andclosing a notice of intent to file a mechanic’s lien or a mechanic’s lien befiled against the Commercial Units arising from any act of Seller or itscontractors, subcontractors, laborers or materialmen, Seller shall, withinthirty (30) days of written notification from Purchaser to Seller of the filingof such notice or lien, cause said notice or lien to be withdrawn or releasedof record, either by payment in full of all sums represented by said lien or bystatutory bonding.  Seller shallindemnify and hold Purchaser harmless against all costs and expenses (includingreasonable attorney’s fees) incurred by Purchaser for Seller’s failure to doso.

 

12

----

 

12.04                     Indemnification.    Seller shall, and hereby does indemnify, protect and hold harmless thePurchaser of, and from, any and all liability and all loss, damage and expenseincluding judgments, costs and attorney’s fees by reason of injuries to ordeath of any person or persons, expressly including therein employees ofSeller, its subcontractors, employees and agents, or loss of or damage to theirproperty or that of any person, firm, association or corporation, however thesame shall occur or be caused or by reason of claim of any and every characterwhatsoever in any manner resulting from, arising out of, or connected with anywork, or undertaking, or acts or omissions of Seller or its employees andagents, whether such acts or omissions be claimed to be negligent or not,except that this indemnification provision shall not cover the gross negligenceor intentional wrong doing of the Purchaser or its subcontractors, employeesand agents.

 

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

 

12.06                     Warrantyof Workmanship.     Seller warrants that all conditions andimprovements in the Commercial Units, including but not limited to the elementsrequired by **Exhibit E**, are and shall becomplete and Seller warrants all such work for a period of one year from thedate the Commercial Unit is made available for use, occupancy or leasing by thePurchaser.

 

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

 

**ARTICLE XIII**

**PURCHASER’S REPRESENTATIONS**

 

13.01                     General.    Purchaser hereby represents, warrants and covenants to Seller thatPurchaser is a duly organized and validly existing limited liability companyunder the laws of the Commonwealth of Virginia, qualified to do business in theCommonwealth of Virginia, and in good standing; that Purchaser has the power toexecute and perform this Agreement; that all necessary consents and approvalsfrom the Purchaser have been obtained; and that person executing this Agreementon behalf of Purchaser is duly empowered to bind Purchaser to perform itsobligations hereunder.  Copies of anynecessary approvals are to be furnished by Purchaser upon written request bySeller.

 

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

 

13

----

 

expenseincluding judgments, costs and attorney’s fees by reason of injuries to ordeath of any person or persons, expressly including therein employees ofPurchaser, its subcontractors, employees and agents, or loss of or damage to theirproperty or that of any person, firm, association or corporation, however thesame shall occur or be caused or by reason of claim of any and every characterwhatsoever in any manner resulting from, arising out of, or connected with anywork, or undertaking, or acts or omissions of Purchaser or its employees andagents, whether such acts or omissions be claimed to be negligent or not,except that this indemnification provision shall not cover the gross negligenceor intentional wrong doing of the Seller or its subcontractors, employees andagents.

 

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

 

**ARTICLE XIV**

**MISCELLANEOUS**

 

14.01                     Notice.     All notices and other communicationshereunder shall be in writing and be deemed duly given if personally delivered,telecopied with proof of receipt or mailed by certified mail, return receiptrequested, 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                |

 

Theparties hereto shall be responsible for notifying each other of any change of

 

14

----

 

address.

 

14.02                     Survival.     The provisions hereof shallsurvive the execution and delivery of the deed(s) executed hereunder and shallnot be merged therein.

 

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

 

14.04                     Construction of Agreement.

 

a.                                       This Agreement may be executed in severalcounterparts, each of which shall be deemed an original, but all of which shallconstitute one and the same instrument. ..  Each party shall become boundby this Agreement immediately upon affixing its signature hereto independentlyof the signature of any other party.  Anysignature or acknowledgement page to any counterpart may be detached fromsuch counterpart without impairing the legal effect of the signatures oracknowledgments thereon and thereafter attached to another counterpartidentical thereto except having attached to it additional signature oracknowledgment pages.

 

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

 

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

 

d.                                      This Agreement contains the entire agreementamong 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 inwriting and signed by the parties hereto.

 

e.                                       Waiver of performance or satisfaction oftimely performance or the satisfaction of any condition, covenant, requirement,obligation or warranty by one party shall not be deemed a waiver of theperformance 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 amaterially adverse effect on the Commercial Units are imposed by anygovernmental entity, either the Purchaser or Seller shall be entitled to extendall time periods imposed in this Agreement by a period equal to the length ofthe moratorium, provided, that if such moratorium shall extend beyond nine (9) monthseither party hereto may terminate this Agreement, in which event the Deposit(or the remaining balance thereof) shall be forthwith returned to Purchaser andboth parties shall be released of all further liability or obligationhereunder.

 

15

----

 

g.                                      It is the intention of the parties heretothat all questions with respect to the construction of this Agreement and therights or liabilities of the parties hereunder shall be determined inaccordance with the laws of the Commonwealth of Virginia.

 

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

 

i.                                          This Agreement represents the result ofbargaining and negotiations between the parties and of a combined draftsmanshipeffort.  Consequently, Seller andPurchaser expressly waive and disclaim, in connection with the interpretationof this Agreement, any rule of law requiring that ambiguous or conflictingterms be construed against the party whose attorney prepared this Agreement orany earlier draft hereof.

 

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

 

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

 

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

 

14.05                     Durationand Acceptance of Offer.     Should this Agreement be ratified by oneparty prior to submission to the other party, Purchaser’s offer to purchase orSeller’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 thisAgreement 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                     ContinuingRights and Obligations.     Notwithstanding anything otherwisecontained herein to the contrary, in the event that this Agreement terminatesfor any reason whatsoever after Purchaser has acquired one or more of the CommercialUnits but prior to Purchaser acquiring all of the Commercial Units, then thisAgreement shall be deemed to have terminated with respect to, but only withrespect to, those rights and obligations of Seller and Purchaser which relateto those Commercial Units not yet acquired by Purchaser at the time of suchtermination.  All rights and obligationshereunder of Seller and Purchaser which relate to those Commercial Unitsacquired by Purchaser prior to such terminations shall remain in full force andeffect.

 

16

----

 

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

 

14.08                     Litigation.     Inthe event any party is required to resort to litigation to enforce its rightshereunder, the parties hereto agree that any judgment awarded to thesubstantially prevailing party shall include all litigation expenses, includingreasonable 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 ANYMATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THERELATIONSHIP OF PURCHASER AND SELLER HEREUNDER OR THE COMMERCIAL UNITS.**

 

14.09                     EffectiveDate.     The date on which this Agreement isaccepted by the last party to accept and sign this Agreement shall be insertedas 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**

 

Attachedhereto as Exhibit A shall be a description of the Project.

 

19

----

 

**EXHIBIT B**

 

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

 

20

----

 

**EXHIBIT C**

 

Attachedhereto as Exhibit C- shall be a AGREEMENT FOR TEMPORARY USE ANDOCCUPANCY OF COMMERCIAL UNITS.

 

21

----

 

**EXHIBIT D**

 

Attachedhereto as Exhibit D shall be form of the Deposit Deed of Trust

 

22

----

 

**EXHIBIT E**

 

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

 

23

----