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                                                                   Exhibit 10.10

                        GOVERNMENT PROPERTIES TRUST, INC.
                          LETTER OF INTENT TO PURCHASE

                                                                December 5, 2003


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<S>                      <C>                                             <C>                       <C>

OFFEROR:                  Government Properties Trust, Inc. or Assigns (GPT)
Prospective Title Holder
Contact Name:             Gregg S. Barton                                 Title: Vice President
Company:                  Genesis Financial Group, Inc.
Address:                  24081 West River Road, 1st Floor
City:                     Grosse Ile                                      State: Michigan           ZIP: 48138
E-Mail:                   gbarton@gennet.biz
Phone:                    1-800-546-2630                                  Fax:   1-734-671-7883

OWNER:                    Oxford Development Company/Southside I, LP (Owner)
Current Fee Title Holder
Contact Name:             Steve Guy                                       Title: Vice president/CFO
Company:                  Oxford Development Company, authorized agent for owner
Address:                  One Oxford Centre, Suite 4500
City:                     Pittsburgh                                      State: PA                 ZIP: 15219
E-Mail:                   sguy@oxford-pgh.com
Phone:                    (412) 261-1500                                  Fax:   (412) 642-7543

COPY TO:                  Richard I. Miller                               Title: General Counsel
Company:                  Oxford Development Company
Address:                  301 Grant Street
City:                     Pittsburgh                                      State: PA                 ZIP: 15219
E-Mail:                   rmiller@oxford-pgh.com
Phone:                    412-261-1500                                    Fax:

PROPERTY:                 GSA - Federal Bureau of Investigations (Property)
Address:
City:                     Pittsburgh                                      State: PA                 ZIP:
Brief Legal:
Consisting of:            Three-story 87,178 sq. ft. office building with
                          339 secured parking spots onsite. Building was
                          completed in 2001

TENANT:                   GSA - Federal Bureau of Investigations
Occupant:                 Federal Bureau of Investigations
Rental and                Gross Rent of $3,190,918 with a current NOI of
Terms:                    $2,396,119 through the lease expiration
                          of 9/30/16

                          The lease term is 15 years with no early
                          termination clause.
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Dear Steve:

This Letter of Intent sets forth the mutual intent of the parties regarding the
sale by Owner and the purchase by GPT or affiliate of that real property and the
existing improvements located thereon (including all personal property located
thereon and used in the operation thereof and all parts and replacements
inventories) described above ("Property") pursuant to the purchase price and
other terms as outlined herein.

1. AGREEMENT: Subject to the provision of Section 12, within twenty business
days after a copy of this Letter of Intent executed on behalf of Owner has been
received by GPT, a definitive agreement for purchase and sale of the Property
("Agreement") shall be executed between GPT and Owner setting forth the terms
and conditions contained herein below and any other matters necessary for the
consummation of the contemplated transaction in accordance with the intent
expressed in this Letter of Intent, the customs of the community in which the
Property is located and GPT acquisition standards. Buyer shall deliver to Seller
a first draft of the Agreement within ten business days after a copy of this
Letter of Intent executed on behalf of Owner has been received by GPT. The
"Effective Date" of the Agreement shall be the date that the last of the parties
thereto executes the Agreement.

2. PURCHASE PRICE: The total purchase price of the Property will be Thirty
Million and No/100 Dollars, $30,000,000.00 ("Purchase Price"), which shall be
payable in cash or equivalent at closing, adjusted as provided for herein below
and for deposits, charges, credits and prorates made pursuant to the Agreement.

(THIS SECTION IS APPLICABLE.) 2A. ADJUSTMENT TO PURCHASE PRICE: The Purchase
Price represents an in-going capitalization rate (Capitalization Rate) of Seven
and 99/100th percent (7.99%) on projected calendar year 2004 Net Operating
Income (NOI) after reserves (NOI/ Capitalization Rate = Purchase Price). The
Purchase Price may be adjusted in the Agreement to reflect the Capitalization
Rate as applied to the NOI subject to the results of an audit referred to in
Section 11(ii) below (Agreed to NOI).

3. DEPOSIT: At the time of the execution of the Agreement by all parties, GPT
shall deposit the amount of $200,000 ("Deposit") in an escrow account with a to
be determined title company ("Escrow Company") mutually acceptable to GPT and
Owner. Should GPT default under the terms of the Agreement, the Deposit, as well
as all interest accrued thereon if any, shall be surrendered to Owner as total
liquidated damages and Owner's sole remedy. Should the transaction fail to close
for any reason other than GPT's default, the Deposit, as well as all interest
accrued thereon, shall be returned to GPT.

4. TITLE INSURANCE: Owner shall furnish to GPT a commitment for insurance under
an Owner's Extended Coverage Policy of Title Insurance (ALTA form) issued by a
title insurance company acceptable to GPT. GPT agrees to use Pittsburgh
Settlement Services, Inc. as a title insurance agent.

The Escrow Company after the effective date of the Agreement will commit to
insure that marketable fee simple title will vest in GPT at closing subject to
standard ALTA title policy printed exceptions (Schedule B, Section 2,
Exceptions) and such other exceptions as will not


                                  Page 2 of 7
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interfere with the contemplated use, leasing, financing or resale of the
Property. The cost of the title insurance policy shall be at the minimum
promulgated rate allowed by applicable state law, or if there is not a minimum
promulgated rate, at a negotiated rate, which is competitive in the applicable
local market. Owner shall convey to GPT good and indefeasible fee simple title
to the Property, subject only to the encumbrances, easements, right-of-ways and
other exceptions to title as shall be approved by GPT during the Inspection
Period.

5. INSPECTION PERIOD: Within ten (10) days after the Effective Date of the
Agreement, Owner shall provide to GPT any and all operating and financial
documents, records, reports, audits, agreements, contracts for services, leases
(a copy of the fully executed lease, lease memorandum and all amendments),
construction and development documents, appraisals, construction appraisals,
warranties, surveys, tests, reports, environmental reports, studies, notices,
advisories, permits, certificates of occupancy and anything else in its
possession material to the status or condition of the Property (Due Diligence
Materials) to the extent same are in the possession or control of Owner, to
facilitate GPT in conducting its due diligence activities during the Inspection
Period described below. Further, Owner shall deliver to GPT a ALTA/ACSM Land
Title Survey of the Property no later than thirty days prior to the conclusion
of the Inspection Period, said survey to be dated no later than ninety days
prior to closing, the cost of such survey update shall be borne by GPT.

GPT shall have a period not to exceed thirty (30) business days from the date
upon which the Due Diligence Materials are fully, completely and last delivered
to GPT (Inspection Period) to review or to conduct (at GPT's expense) all those
inspections, tests, surveys, examinations and other studies which GPT may desire
to conduct, with the purpose of satisfying itself in its sole and absolute
discretion that the Property and the lease(s) thereon are acceptable and
satisfactory to GPT, that the Property is suitable for GPT's purposes and that
the Property meets or exceeds all underwriting, legal and regulatory standards
and requirements of GPT.

This Inspection Period may be extended by GPT for an additional fifteen (15)
business days upon delivery to Owner prior to the conclusion of this Inspection
Period written notice of GPT's intent to extend the Inspection Period and
declaring the Earnest Deposit provided for herein as nonrefundable, subject only
to Owner conveying at closing unencumbered, insurable, marketable fee title and
the independent verification of all representations and warranties made or given
by Owner or Owner's agent.

6. TERMINATION OF AGREEMENT BY GOVERNMENT PROPERTIES TRUST, INC.: In the event
that GPT is unable to satisfy itself with respect to its investigations and the
suitability of the Property within the Inspection Period referenced in Paragraph
5 above, GPT shall have the right to terminate the Agreement without penalty or
liability by written notice to Owner given prior to the end of the Inspection
Period and the Deposit, together with interest accrued thereon, if any, shall be
returned to GPT. If GPT chooses to terminate the Agreement, all materials
delivered by Owner must be promptly returned to Owner.

7. CLOSING: Closing will be no later than twenty business days after the end of
the Inspection Period and the satisfaction of conditions precedent as set forth
herein. It is anticipated that closing will take place in the month of February
2004.


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8. CLOSING COSTS: At the closing, GPT shall pay (i) documentary stamps, transfer
and intangible taxes on GPT's mortgages and notes, (ii) recording costs on the
deed, GPT's mortgages and financing statements, and (iii) the cost of any
owner's and mortgagee's title insurance commitment and policy, (iv) survey
update, if any, and (v) GPT's loan costs. Owner shall pay recording costs on
corrective title instruments and releases. GPT and Owner shall split the cost of
deed transfer taxes and the escrow closing costs evenly. Each party shall pay
its own attorney's fees.

9. STANDSTILL AGREEMENT: The purpose of a standstill agreement is to give GPT
and Owner some protection against his or her investment in time and expenses
necessary to perform all tasks related to completing the Agreement above
referenced such as attorneys or accountants fees, appraisal fees, title
searches, among other costs.

For and in consideration of the time and expenses to be invested by the parties,
until the sooner of (i) the above referenced Agreement is executed by all
parties, (ii) the parties agree in writing to disengage or, (iii) the parties
fail to reach agreement as provided for below (collectively "Standstill
Period"), the Owner agrees not to seek or converse with additional potential
buyers for the assets covered by the Letter of Intent other than GPT. This
agreement is binding upon the parties and shall survive the Standstill Period
and the termination hereof.

10. BROKERAGE: Owner and GPT agree that no brokerage fee is due to any third
party in connection with the contemplated transaction, and agree that neither
party will pay a brokerage commission or finder's fee to any third party under
the Agreement, except a fee not to exceed 50 basis points percent (0.50%) of the
gross Purchase Price to Investment Reality Advisors ("Broker(s)") which will be
paid by Owner. Brokers shall certify as to the aggregate amount of fees received
from all parties. GPT and Owner further agree to defend one another under the
Agreement against all costs and claims for broker's commissions or finder's fees
made by any other person other than Broker in connection with the contemplated
transaction.

11. CONDITIONS PRECEDENT: An Agreement may be executed on behalf of GPT only by
its Chairman or its President and shall be subject to the following conditions
precedent:

      i.    Approval of the acquisition by the Board of Directors of GPT, such
      approval and the notice thereof to be forthcoming in written form prior to
      the conclusion of the Inspection Period. Should the Board of Directors not
      approve the acquisition prior to the conclusion of the Inspection Period,
      GPT shall have the right to terminate the Agreement without penalty or
      liability and the Deposit, together with interest accrued thereon, if any,
      shall be returned to GPT;

      ii.   Delivery to GPT of all documents and records reasonably required and
      necessary to meet its disclosure obligations as a public company,
      including a Letter of Representation, financial information relative to
      the property for the prior 3 years (or as long as owned or operated by the
      Owner, if less) sufficient for GPT's auditors, at its expense, to prepare
      AICPA standard audited financial statements.

            Should the financial records prove to be not auditable under the
      reasonable application of AICPA Standards, GPT shall have the right to
      terminate the Agreement


                                  Page 4 of 7
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      without penalty or liability and the Deposit, together with interest
      accrued thereon, if any, shall be returned to GPT. Such materials shall be
      provided early enough in the Inspection Period to allow GPT auditors to
      complete an AICPA standard audit prior to the end of the Inspection
      Period.

            GPT shall promptly notify the Owner in writing of any shortcoming in
      said reasonably required materials and may extend the Inspection Period or
      delay the closing pending their production. THE OWNER SHALL NOT BE
      REQUIRED TO PRODUCE ANY MATERIALS THAT DO NOT ALREADY EXIST.

      iii.  Owner shall deliver to GPT at closing an estoppel certificate (GSA
      Tenant Letter) and subordination agreement from Tenant (if Tenant is
      unwilling and not required to provide such document then this condition
      may be waived by GPT); and

      iv.   If the following provision conflict with any other provision
      contained herein, this provision shall control.

            1)    GPT to split the transfer fee on the property

            2)    GPT to pay for its own title work

12.   EXCLUSIVITY: With the exception of Section 9, it is understood that
neither GPT nor Owner shall incur any liability or obligation by reason of this
Letter of Intent and neither party shall be obligated to the other until the
Agreement is executed.

13.   OTHER PROVISIONS: TERMS CONTAINED HEREIN WILL NOT SURVIVE THE AGREEMENT.
GPT WILL IMMEDIATELY INSTRUCT COUNSEL UPON THE EXECUTION HEREOF BY BOTH PARTIES,
TO COMMENCE PREPARATION OF THE AGREEMENT WITHIN THE CONFINES OF THE TERMS
HEREOF.

The purpose of this letter is to reach an understanding on the general terms of
a proposed agreement before expending the time and cost of preparing such an
agreement. It is expressly understood and agreed that this letter is not a
contract and that this letter creates no legal rights or obligations whatsoever
between the parties with the exception of Section 9. Nevertheless, it is the
intent of the parties to cause an agreement to be expeditiously prepared
incorporating the terms and conditions set out in this Letter of Intent,
together with other terms and conditions customarily contained in purchase and
sale agreements for properties similar to the subject property and other terms
and conditions which are applicable to this transaction. The parties agree that
neither party shall have any rights, liability, or obligations relating to the
subject matter hereof in the event that after reasonable efforts have been
expended, they are unable or shall fail to reach an agreement on a mutually
acceptable agreement and execute that agreement.

Unless accepted by Owner, this Letter of Intent is withdrawn effective 5:00
P.M., the 8th day of December, 2003.

Please indicate your confirmation and approval of the foregoing statements of
intent by countersigning a copy of the Letter of Intent and returning same to
the attention of the Government Properties Trust, Inc.


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                  SIGNATURES AFFIXED AND DATED ON THE NEXT PAGE


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   SIGNATURE PAGE FOR GOVERNMENT PROPERTIES, TRUST, INC. LETTER OF INTENT TO
                  PURCHASE ABOVE FIRST DATED DECEMBER 5, 2003.

Government Properties Trust, Inc.       Oxford Development Company/Southside I,
                                        LP, Owner
                                        By:  Development Partners, Inc., General
                                        Partner



     /s/ Thomas D. Peschio                /s/ [Name Illegible]
--------------------------------------  ---------------------------------------
 By: Thomas D. Peschio, President/CEO    By:

  Date:  December 5, 2003                Date: December 9, 2003
                                               --------------------------------


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