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Exhibit 10.1
 EXECUTION
VERSION




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TABLE OF CONTENTS
 Page1.
    
    Definitions. This Purchase
Agreement, the Indenture and the Notes
are collectively referred to herein as
the Operative Documents. All other
capitalized terms used but not defined
in this Purchase Agreement shall have
the respective meanings ascribed
thereto in the Indenture.
    
    
    12
    
    Purchase and Sale of the Notes.
    
    
    13.
    
    Conditions. The obligations of
the parties under this Purchase
Agreement are subject to the following
conditions:
    
    
    24.
    
    Representations and Warranties
of the Company. The Company represents
and warrants to, and agrees with the
Purchaser, as of the date hereof and
as of the Closing Date, as follows:
    
    
    35.
    
    Representations and Warranties
of the Purchaser. The Purchaser
represents and warrants to, and agrees
with, the Company as follows:
    
    
    116.
    
    Covenants and Agreements of the
Company. The Company covenants and
agrees with the Purchaser as follows:
    
    
    127.
    
    Payment of Expenses. The
Company agrees to pay all costs and
expenses incident to the performance
of the obligations of the Company
under this Purchase Agreement, whether
or not the transactions contemplated
herein are consummated or this
Purchase Agreement is terminated,
including all costs and expenses
incident to (i) the fees and expenses
of qualifying the Notes under the
securities laws of the several
jurisdictions as provided in Section 6(b),
(iii) the fees and expenses of
the counsel, the accountants and any
other experts or advisors retained by
the Company, (iv) the fees and all
reasonable expenses of the Trustee and
any other trustee or paying agent
appointed under the Operative
Documents, including the fees and
disbursements of counsel for such
trustees or paying agent, which fees
shall not exceed a $2,000 acceptance
fee, $4,000 in administrative fees
annually and the fees and expenses of
Potter Anderson & Corroon LLP, (v) the
fees and expenses of Winston & Strawn
LLP, special counsel retained by the
Purchaser, not to exceed $30,000 and
(vi) a due diligence fee in an amount
equal to $12,500 payable as the
Purchaser directs.
    
    
    158.
    
    Indemnification. (a) The
Company agrees to indemnify and hold
harmless the Purchaser, the
Purchasers Affiliates and Kodiak
Capital Management Company LLC
(collectively, the Indemnified Parties),
each person, if any, who
controls any of the Indemnified
Parties within the meaning of either
the Securities Act or the Exchange
Act, and the Indemnified Parties
respective directors, officers,
employees and agents, against any and
all losses, claims, damages or
liabilities, joint or several, to
which the Indemnified Parties or any
of them may become subject under the
Securities Act, the Exchange Act or
other federal or state statutory law
or regulation, at common law or
otherwise, insofar as such losses,
claims, damages or liabilities
(or
 i




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Pageactions in respect thereof) arise out of, are based
upon or connected with (i) any untrue statement or alleged untrue
statement of a material fact contained in any information or
documents furnished or made available to the Purchaser by or on
behalf of the Company, (ii) the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, (iii) the breach or
alleged breach of any representation, warranty or agreement of the
Company contained herein or (iv) the execution and delivery by the
Company of this Purchase Agreement or any of the other Operative
Documents and/or the consummation of the transactions contemplated
hereby and thereby, and agrees to reimburse each such Indemnified
Party, as incurred, for any legal or other expenses reasonably
incurred by it in connection with investigating or defending any such
loss, claim, damage, liability or action. The indemnity agreements
contained in this Section 8 are in addition to any liability which
the Company may otherwise have.
    
    
    159.
    
    Termination; Representations and Indemnities to Survive. This
Purchase Agreement shall be subject to termination in the absolute discretion
of the Purchaser, by notice given to the Company prior to delivery of and
payment for the Notes, if prior to such time (i) a downgrading shall have
occurred in the rating accorded the Companys debt securities by any
nationally recognized statistical rating organization, as that term is used
by the Commission in Rule 15c3-l(c)(2)(vi)(F) under the Exchange Act, or such
organization shall have publicly announced that it has under surveillance or
review, with possible negative implications, its rating of the Companys debt
securities, (ii) the Company shall be unable to sell and deliver to the
Purchaser at least Thirty Million Dollars ($30,000,000) in aggregate principal
amount of the Notes, (iii) a
suspension or material limitation in trading in securities
generally shall have occurred on the New York Stock Exchange, (iv) a
suspension or material limitation in trading in any of the Companys
securities shall have occurred on the exchange or quotation system
upon which the Company securities are traded, if any, (v) a general
moratorium on commercial business activities shall have been
declared either by federal or Delaware authorities or (vi) there
shall have occurred any outbreak or escalation of hostilities, or
declaration by the United States of a national emergency or war or
other calamity or crisis the effect of which on financial markets is
such as to make it, in the Purchasers judgment, impracticable or
inadvisable to proceed with the offering or purchase of the Notes.
The respective agreements, representations, warranties, indemnities
and other statements of the Company or its officers or trustees and
of the Purchaser set forth in or made pursuant to this Purchase
Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of the Purchaser or the Company
or any of the their respective officers, directors or controlling
persons, and will survive delivery of and payment for the Notes. The
provisions of Sections 7 and 8 shall survive the termination or
cancellation of this Purchase Agreement.
    
    
    1610.
    
    Amendments. This Purchase Agreement may not be modified,
amended, altered or supplemented, except upon the execution and delivery of a
written agreement by each of the parties hereto.
    
    
    17




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Page11.
    
    Notices. All
communications hereunder
shall be in writing and
effective only on receipt,
and shall be mailed,
delivered by hand or
courier or sent by
facsimile and confirmed:
    
    
    1712.
    
    Parties in
Interest; Successors and
Assigns. This Purchase
Agreement will inure to
the benefit of and be
binding upon the parties
hereto and their
respective successors and
permitted assigns. Nothing
expressed or mentioned in
this Purchase Agreement is
intended or shall be
construed to give any
person other than the
parties hereto and the
affiliates, directors,
officers, employees,
agents and controlling
persons referred to in
Section 8 and their
successors, assigns, heirs
and legal representatives,
any right or obligation
hereunder. None of the
rights or obligations of
the Company under this
Purchase Agreement may be
assigned, whether by
operation of law or
otherwise, without the
Purchasers prior written
consent. The rights and
obligations of the
Purchaser under this
Purchase Agreement may be
assigned by the Purchaser
without the Companys
consent; provided, that
the assignee assumes the
obligations of the
Purchaser under this
Purchase Agreement.
    
    
    1813.
    
    Applicable Law.
This Purchase Agreement
will be governed by and
construed and enforced in
accordance with the law of
the State of New York
without reference to
principles of conflicts of
law (other than Section
5-1401 of the General
Obligations Law).
    
    
    1814.
    
    Submission to
Jurisdiction. ANY LEGAL
ACTION OR PROCEEDING BY OR
AGAINST ANY PARTY HERETO
OR WITH RESPECT TO OR
ARISING OUT OF THIS
PURCHASE AGREEMENT MAY BE
BROUGHT IN OR REMOVED TO
THE COURTS OF THE STATE OF
NEW YORK, IN AND FOR THE
COUNTY OF NEW YORK, OR OF
THE UNITED STATES OF
AMERICA FOR THE SOUTHERN
DISTRICT OF NEW YORK (IN
EACH CASE SITTING IN THE
BOROUGH OF MANHATTAN). BY
EXECUTION AND DELIVERY OF
THIS PURCHASE AGREEMENT,
EACH PARTY ACCEPTS, FOR
ITSELF AND IN RESPECT OF
ITS PROPERTY, GENERALLY
AND UNCONDITIONALLY, THE
JURISDICTION OF THE
AFORESAID COURTS (AND
COURTS OF APPEALS
THEREFROM) FOR LEGAL
PROCEEDINGS ARISING OUT OF
OR IN CONNECTION WITH THIS
PURCHASE AGREEMENT.
    
    
    1815.
    
    Counterparts and
Facsimile. This Purchase
Agreement may be executed
by any one or more of the
parties hereto in any
number of counterparts,
each of which shall be
deemed to be an original,
but all such counterparts
shall together constitute
one and the same
instrument. This Purchase
Agreement may be executed
by any one or more of the
parties hereto by
facsimile.
    
    
    19
  Schedule 4(1)
    
    
    
    List of Significant
Subsidiaries; Certain Prohibitions
Against the Payment of Distributions,
the Repayment of Debt or the Transfer
of AssetsSchedule 4(p)
    
    
    
    Legal Proceedings




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Schedule 4(u)
    
    
    
    Certain Documents Subject to Future Filing as Exhibits to 1934 Act
ReportsSchedule 4(x)
    
    
    
    Claims Against Real PropertySchedule 4(ee)
    
    
    
    Environmental MattersExhibit A
    
    
    
    Form of Company Counsels Opinion Pursuant to Section 3(b)(i)Exhibit B
    
    
    
    Form of General Counsel Opinion or Officers Certificate Pursuant to
Section 3(b)(ii)Exhibit C
    
    
    
    Form of Tax Counsel Opinion Pursuant to Section 3(c)Exhibit D
    
    
    
    Form of Trustee Counsel Opinion Pursuant to Section 3(d)Exhibit E
    
    
    
    Form of Officers Financial Certificate Pursuant to Section 6(h)




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Purchase Agreement Company Purchaser
  Notes
 Indenture Trustee
  Definitions. Operative Documents
 Purchase and Sale of the Notes
 Purchase Price
 Closing Date




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Closing
 Conditions
  Company Counsel Exhibit A Exhibit B provided however,
 Exhibit C
 & Exhibit D
   2




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Section 4(r) Material Adverse Effect
     Section 3
  Representations and Warranties of the Company
 3




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Regulation D Securities Act
  Exchange
Act Investment Company Act Rule 144A(d)(3)
    Enforceability Exceptions
  4




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Section 8
 Governmental Entities Lien Repayment Event
  Schedule 4(1) Significant Subsidiaries
 5




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Schedule 4(1)
 Governmental Licenses
   6




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Schedule 4(p)
 Commission
 Financial Statements GAAP
   1934 Act Reports
 7




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1934 Act Regulations Schedule 4(u)
   Schedule 4(x)
  8




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Tax Taxes Tax Returns
     9




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Schedule 4(ee) Properties
 Hazardous Material
 10




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CERCLA Environmental Law Environmental Laws
  Representations and Warranties of the Purchaser
     11




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Covenants and Agreements of the Company
 Section 4
    12




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Exhibit E
 Section 6(i)
 13




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Consolidated Tangible Net Worth
  Replacement Notes provided
 pari passu
 14




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Offered Terms provided Section 6(j) Section 6(m) pari passu
 Payment of Expenses Section 6(b),
 Section 3 Section 9
 Indemnification Indemnified Parties
 15




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Section 8
 Section 8 Section 8, provided,
 Termination; Representations and Indemnities to Survive
 16




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Sections 7 8
 Amendments
 Notices
  
  
  
 17




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Parties in Interest; Successors and Assigns Section 8 provided
 Applicable Law This Purchase Agreement will be governed by and construed and
enforced in accordance with the law of the State of New York without reference to principles of
conflicts of law (other than Section 5-1401 of the General Obligations Law).
 Submission to Jurisdiction
 18




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Counterparts and Facsimile
  19




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COMSTOCK HOMEBUILDING COMPANIES, INC.By:
    
    /s/ Bruce LabovitzName: Bruce LabovitzTitle:   Chief Financial OfficerKODIAK WAREHOUSE LLCBy:
    
   Kodiak Funding, LPIts: Sole MemberBy:
    
    Kodiak Funding Company, Inc.Its: General PartnerBy:
    
    /s/ Robert M. HurleyName: Robert M. HurleyTitle: Chief Financial Officer




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List of Significant Subsidiaries
 State of lncorporationName
    
    or Organization1. Buckhead Overlook, LLC
    
    Georgia2. Comstock Acquisitions, L.C.
    
    Virginia3. Comstock Station View, L.C.
    
    Virginia4. Comstock Aldie, L.C.
    
    Virginia5. Comstock Barrington Park, L.C.
    
    Virginia6. Comstock Bellemeade, L.C.
    
    Virginia7. Comstock Belmont Bay 5, L.C.
    
    Virginia8. Comstock Belmont Bay 89, L.C.
    
    Virginia9. Comstock East Capitol, L.L.C.
    
    Virginia10. Comstock Blooms Mill II, L.C.
    
    Virginia11. Comstock Brandy Station, L.C.
    
    Virginia12. Comstock Carter Lake, L.C.
    
    Virginia13. Comstock Cascades, L.C.
    
    Virginia14. Comstock Communities, L.C.
    
    Virginia15. Comstock Countryside, L.C.
    
    Virginia16. Comstock Culpeper, L.C.
    
    Virginia17. Comstock Delta Ridge II, L.L.C.
    
    Virginia18. Comstock Emerald Farm, L.C.
    
    Virginia19. Comstock Fairfax I, L.C.
    
    Virginia20. Comstock Flynns Crossing, L.C.
    
    Virginia21. Comstock Hamlets of Blue Ridge, L.C.
    
    Virginia22. Comstock Holland Road, L.L.C.
    
    Virginia23. Comstock Homes of North Carolina, L.L.C.
    
    North Carolina24. Comstock Homes of Raleigh, L.L.C.
    
    North Carolina25. Comstock Homes of Washington, L.C.
    
    Virginia26. Comstock Investors III, L.P.
    
    Virginia27. Comstock Investors V, L.C.
    
    Virginia28. Comstock Investors VI, L.C.
    
    Virginia29. Comstock Kelton II, L.C.
    
    Virginia30. Comstock Lake Pelham, L.C.
    
    Virginia31. Comstock Landing, L.L.C.
    
    Virginia32. Comstock Loudoun Condos 1, L.C.
    
    Virginia33. Comstock North Carolina, L.L.C.
    
    North Carolina34. Comstock Penderbrook, L.C.
    
    Virginia35. Comstock Potomac Yard, L.C.
    
    Virginia36. Comstock Ryan Park, L.C.
    
    Virginia37. Comstock Sherbrooke, L.C.
    
    Virginia38. Comstock Summerland, L.C.
    
    Virginia39. Comstock Wakefield, L.L.C.
    
    Virginia40. Comstock Wakefield II, L.L.C.
    
    Virginia41. Highland Avenue Properties, LLC
    
    Georgia42. Highland Station Partners, LLC
    
    Georgia43. Mathis Partners, LLC
    
    Georgia




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44. North Shore Investors, L.L.C.
    
    Virginia45. North Shore Raleigh, L.L.C.
    
    Virginia46. North Shore Raleigh II, L.L.C.
    
    Virginia47. Parker-Chandler Homes, Inc.
    
    Georgia48. Parker Chandler Homes/Florida, LLC
    
    Florida49. Parker Chandler Homes/North Carolina, LLC
    
    North Carolina50. Parker Chandler Homes/South Carolina, LLC
    
    South Carolina51. Parker Chandler Realty, LLC
    
    Georgia52. PCH Development, LLC
    
    Georgia53. PCH James Road, LLC
    
    Georgia54. Post Preserve, LLC
    
    Georgia55. Raleigh Resolution, L.L.C.
    
    Virginia56. Settlement Title Services, L.L.C.
    
    Virginia57. TCG Debt Fund II, L.C.
    
    Virginia58. TCG Fund I, L.C.
    
    Virginia59. Tribble Road Development, LLC
    
    Georgia
 the Transfer of Assets
  2




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Legal Proceedings




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Filing as Exhibits to 1934 Act Reports




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Claims Against Real Property




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Environmental Matters




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A-1




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A-2




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A-3




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[CHIEF EXECUTIVE OFFICER/PRESIDENT/EXECUTIVE VICE PRESIDENT] [CHIEF FINANCIAL OFFICER/TREASURER/ASSISTANT TREASURER]
     B-1




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C-1




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D-1




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[CHAIRMAN/VICE CHAIRMAN/CHIEF EXECUTIVE OFFICER/PRESIDENT/ VICE
PRESIDENT/CHIEF FINANCIAL
OFFICER/TREASURER] [COMPANY] [DATE], [YEAR],
 [QUARTERLY/ANNUAL FINANCIAL DATE], [YEAR]
 Senior secured indebtedness for borrowed money (Debt)
    
    $Senior unsecured Debt
    
    $Subordinated Debt
    
    $Total Debt
    
    $Ratio of (x) senior secured and unsecured Debt to (y) total Debt
    
    
    
    %
 [FOR FISCAL YEAR END: Attached hereto are the audited consolidated financial statements
(including the balance sheet, income statement and statement of cash flows, and notes thereto,
together with the report of the independent accountants thereon) of the Company and its
consolidated subsidiaries for the three years ended [DATE], [YEAR].]
 [FOR FISCAL QUARTER END: Attached hereto are the unaudited consolidated and consolidating
financial statements (including the balance sheet and income statement) of the Company and its
consolidated subsidiaries for the fiscal quarter ended [DATE],
[YEAR].]
 GAAP [QUARTER] [YEAR] [DATE], [YEAR],
 [except as set forth below:].
   E-1




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[DAY] [MONTH], [YEAR].
 COMSTOCK HOMEBUILDING COMPANIES, INC.By:Name:Title:Comstock Homebuilding Companies, Inc.11465 Sunset Hills RoadSuite 510Reston, Virginia 20190(703) 883-1700
 E-2