**Exhibit10.48****PURCHASE AND SALE AGREEMENT**     **THIS PURCHASE AND SALE AGREEMENT**(“Agreement”) is made this 21st day of December, 2006, by andbetween Comstock Countryside, L.C. (“Seller”), a Virginia limited liability company andMerion-Loudoun, LC, a Virginia limited liability company (“Purchaser”).**WITNESSETH:**     **WHEREAS**, Seller is the Declarant of The Villas at Countryside Condominium in Sterling,Virginia (the “Condominium”), and owns thirty (30) units therein, as identified onExhibit A attached hereto (the “Units”);     **WHEREAS**, Seller desires to sell and Purchaser desires to purchase the Units, and, inconjunction therewith, Seller desires to transfer and Purchase desires to accept certain SpecialDeclarant Rights (as such term is defined in Section 55-79.41 of the Virginia Condominium Act)relating to the Units, all in accordance with the terms and conditions hereof.     **NOW, THEREFORE**, in consideration of the foregoing and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree asfollows:     **1. Agreement of Purchase and Sale.** Seller hereby agrees to sell and conveyunto the Purchaser, and Purchaser hereby agrees to purchase from Seller, the Units at the price andupon the terms and conditions hereinafter set forth.     **2. Purchase Price.** The purchase price for the Units shall be Four MillionTwo Hundred Thousand and No/100 Dollars ($4,200,000) (the “Purchase Price”). The PurchasePrice shall be paid by Purchaser to Seller by wire transfer in immediately available funds atclosing hereunder (“Closing”).     **3. Closing.** Purchaser and Seller shall close on the sale of the Units nolater than December 27, 2006. Closing shall be conducted at the offices of Premier Title Company(“Closing Agent”). At Closing, Seller shall convey the Units to Purchaser by specialwarranty deed, which shall thereupon be recorded among the applicable land records. Seller shallalso deliver actual possession of the Units to Purchaser at Closing free and clear of all leasesand tenancies. Seller and Purchaser agree to execute and deliver such documents as may berequested by Closing Agent to effect Closing. Seller shall pay the transfer tax applicable to thistransaction. Purchaser shall pay all other costs of Closing, including without limitation the costof obtaining title insurance and financing for the Units. Each party shall pay for its ownattorneys fees. All real estate taxes, utility bills, Condominium assessments and other chargesand fees related to the Units shall be prorated as of the date of Closing such that all suchexpenses from and after the date of Closing shall be borne by Purchaser. Purchaser and Selleragree to cooperate after Closing with respect to any adjustments to the prorations provided forhereunder.
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     **4. Marketing and Sales Agreement.** At Closing, Seller and Purchaser shallenter into an agreement, in the form attached hereto as Exhibit B, whereby Seller shallbecome the exclusive agent for the marketing and sales of the Units.     **5. Unit Outsale Contracts.** At Closing, Seller and Purchaser shall enter in adocument which assigns the deposits, rights and obligations under existing unsettled contracts forthe sale of Units to retail purchasers (**“Unit Outsale Contracts"**). The Units which are subject toa Unit Outsale Contract shall be as stated in Exhibit C-1 and copies of all Unit OutsaleContracts shall be attached thereto as Exhibit C-2. The form of the assignment of UnitOutsale Contracts is attached hereto as Exhibit C-3.     **6. Special Declarant Rights.** At Closing, Seller and Purchaser shall enterinto a document, in the form attached hereto as Exhibit D, whereby Seller shall transfer toPurchaser certain Special Declarant Rights in order to facilitate the sale of Units and wherebyPurchaser becomes of Co-Declarant with the right to offer Units for sale under the governingdocuments of the Condominium (the “Condominium Documents”). Said document shall thereuponbe recorded among the applicable land records immediately following the recordation of the specialwarranty deed. Immediately thereafter, Purchaser shall cause the Condominium RegistrationApplication and the Public Offering Statement of the Condominium to be amended to reflect theconveyance of the Units and transfer of Special Declarant Rights from Seller to Purchaser. Sellerand Purchaser each agree to promptly take all action necessary to effect the foregoing amendments.     **7. Purchaser’s Default; Seller’s Remedy.** In the event that Sellerperforms all of its obligations hereunder and Purchaser fails to meet any of its obligations underthe Agreement or to complete settlement hereunder, Seller shall be entitled to terminate thisAgreement and shall have all remedies available at law or in equity, and thereupon the partieshereto shall have no further rights or obligations hereunder.     **8. Seller’s Default; Purchaser’s Remedy.** In theevent that Seller fails to settle on the Property pursuant to the terms hereof or otherwisebreaches the terms hereof, Purchaser shall have, as its sole remedy, (i) the right to seek specificperformance under this Agreement and to recover all costs associated with obtaining specificperformance, including reasonable attorneys’ fees, and (ii) the license, without cost, to use allmarketing materials, brochures and the like to continue to market the Units; provided, however,that Purchaser shall not use the name “Comstock” in any such marketing.     **9. Representations and Warranties.** Seller hereby represents and warrantsthat it is selling the Units to Purchaser with all of the representations and warranties made toprospective purchasers in the Public Offering Statement for the Condominium and the Exhibitsthereto (collectively, the “POS”). Seller hereby acknowledges and agrees that anywarranty work on Units, or on any other units or the Common Elements in the Condominium, for whichSeller is responsible as Declarant under the Condominium Documents or as otherwise mandated by theVirginia Condominium Act — shall be performed by Seller at its sole cost and expense. Seller and Purchaser hereby acknowledge that as Co-Declarants of the Condominium the statutorywarranty period provided in the Virginia Condominium Act shall not commence until each Unit hasbeen conveyed to a third party purchaser.
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Except as expressly set forth in the POS or as otherwise mandated by the Virginia Condominium Act, Seller shall sell and convey to Purchaser, andPurchaser shall accept, the Units in “as-is”, “where-is” condition. Planned renovations of theUnits, as more particularly described in Exhibit E attached hereto, shall be completed bythe Seller at the Seller’s sole expense within sixty (60) days of Closing. Seller shall remainresponsible for all obligations incurred or outstanding with regard to improvements to the Units.     **10. Receipt of POS.** Purchaser hereby acknowledges having received the POS,and hereby waives its right to rescind this Agreement following the full-execution hereof.     **11. General Provisions.**     a. Broker. Purchaser and Seller warrant that they have not dealt with any broker inthe transaction contemplated hereby. Seller and Purchaser each agree to indemnify and holdharmless the other party from any claim for commission by any broker or agent claiming any suchcommission for or through either Seller or Purchaser other than referenced herein.     b. Applicable Law. The provisions of this Agreement and the application thereof shallbe governed by the laws of the Commonwealth of Virginia, without regard to its conflicts of lawsprinciples.     c. Merger. Unless otherwise expressly stated to the contrary, the provisions of thisAgreement shall be merged into the execution and delivery of the deed and shall not surviveclosing.     d. Computation of Time. In the event that any period of time provided for under thisAgreement expires, or falls upon, a Saturday, Sunday or legal holiday, then said period of timewill be deemed to be extended to the immediately following business day. Time shall be of theessence for all purposes under this Agreement.     e. Entire Agreement. This Agreement constitutes the entire agreement by and betweenthe parties. No amendment, modification, or waiver under this Agreement shall be effective unlessin writing and signed by both parties.     f. Notices. Unless otherwise agreed to by the parties any and all notices requiredhereunder shall be sent to the parties by hand delivery or overnight delivery service or bycertified or registered mail, return receipt requested, (or by facsimile transmission when followedby delivery of the original) at the following addresses: If to Seller: Comstock Countryside, L.C.c/o Comstock Homebuilding Companies, Inc.11465 Sunset Hills Road, 5th FloorReston, Virginia 20190Attn: Christopher Clemente
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 If to Purchaser: William P. Bensten928 Mackall AvenueMcLean, Virginia 22101Fax: (703) 442-8714Any party shall have the right to change the place where notices are to be sent by written noticeto the other party.     g. Assignment. This Agreement and the benefits hereunder are assignable byPurchaser only upon the prior written consent of Seller. This Agreement is assignable by Seller toparties under common control of Seller and shall be binding upon its successors and assigns.     h. Counterparts. This Agreement may be executed in counterparts, each of which shallconstitute an original.     g. Survival. The obligations contained in Sections 4 through 9 and 11 of thisPurchase and Sale Agreement shall survive Closing and shall not be merged into the deed ofconveyance for the Units.[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
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     **IN WITNESS WHEREOF**, the parties hereto have executed this Agreement effective as of the datefirst set forth above.           **SELLER:**           Comstock Countryside, L.C., a Virginia limited liability company           By: Comstock Homebuilding Companies, Inc.,