EXHIBIT 10.31**PARTNERSHIP INTEREST PURCHASE AGREEMENT**     **THIS PARTNERSHIP INTEREST PURCHASE AGREEMENT**(the “Agreement”) is made and entered intothis 29th day of December 2006, by and between **STONERIDGE, INC.**, an Ohio corporation (the“Corporate Seller”), **HERITAGE REAL ESTATE FUND V, LLC,**a Maryland limited liability company(the “Purchaser”).EXPLANATORYSTATEMENT     The Corporate Seller owns a 30% general partnership interest (the “Corporate Seller’sInterest”) in Industrial Development Associates Limited Partnership, a Maryland limitedpartnership (the “Company”). The Corporate Seller is currently a general partner of theCompany. The Corporate Seller desires to sell, assign, transfer and deliver to the Purchaser, and the Purchaser desires to purchase all of the Corporate Seller’s Interest on the termsand subject to the conditions hereinafter contained.     NOW THEREFORE, intending to be legally bound, the parties hereby covenant, promise,agree, represent and warrant as follows:     1. Purchase and Sale of the Corporate Seller’s Interest.          1.1 Purchase and Sale. On the terms and subject to the conditions set forth in thisAgreement, the Corporate Seller shall sell, assign, transfer and deliver to the Purchaser,and the Purchaser shall purchase from the Corporate Seller, the Corporate Seller’s Interest.          1.2 Purchase Price. The Purchaser shall pay, in full, at Closing (defined below) tothe Corporate Seller the purchase price of $1,035,000, in cash, for the Corporate Seller’sInterest.     2. Closing. Provided all conditions have been satisfied or waived, the closing of thepurchase and sale of the Corporate Seller’s Interest (the “Closing”) shall occur on orbefore December 29th, 2006 at a time and place mutually agreed upon among the parties.After the Closing the Corporate Seller shall immediately cease to be a general partner andlimited partner of the Company and shall have no further duties or obligations to theCompany.     3. Condition Precedent to Closing.          3.1 Execution of Documents. The parties shall have executed all documents necessary togive effect to and permit the transactions contemplated in this Agreement, including anamendment of the Company’s Limited Partnership Agreement permitting the sale of theCorporate Seller’s Interest to the Purchaser, which shall be prepared by the Purchaser’scounsel and which shall be acceptable to counsel for the Corporate Seller. The representations and warranties made by both parties in this Agreement shall be true and correcton and as of the date of Closing as if fully made at that time.     4. Representations and Warranties.          4.1 Ownership of Seller’s Interest. The Corporate Seller represents and warrants that(i) it owns, and has good, valid and transferable title to all of the Corporate Seller’sInterest, (ii) upon consummations of the transactions hereby the Purchaser will own theCorporate Seller’s Interest free and clear of any and all security interests, agreements,restrictions, claims, liens, pledges and encumbrances of any nature or kind, and (iii)assuming satisfaction of the conditions set forth in Section 3.1, it has the right to sell,assign, transfer and deliver the Corporate Seller’s Interest in accordance with the terms ofthis Agreement.          4.2 Authority and Enforceability. The Corporate Seller represents and warrants that (i)it has the power and authority to execute and deliver this Agreement and the otherinstruments and agreements to be executed and delivered by the Corporate Seller ascontemplated hereby, (ii) the Corporate Seller has the power and authority to consummate thetransactions contemplated hereby, (iii) the execution, delivery and performance of thisAgreement, and all other instruments and agreements to be executed and delivered by theCorporate Seller as contemplated hereby, and the consummation of the transactionscontemplated hereby and thereby, have been duly authorized by the Corporate Seller Board ofDirectors and no
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other action on the part of the Corporate Seller is necessary to authorize the execution,delivery and performance of this Agreement, (iv) this Agreement and all other instrumentsand agreements to be executed and delivered by Corporate Seller as contemplated hereby,when delivered in accordance with the terms hereof, assuming the due execution and deliveryof this Agreement and each such other document by the other parties hereto and thereto, havebeen, or, as the case may be, shall have been, duly executed and delivered by CorporateSeller and are or, as the case may be, will be valid and binding obligations of CorporateSeller, enforceable in accordance with their terms, and (v) the Corporate Seller is an Ohiocorporation validly existing and in good standing under the Laws of the State of Ohio.          4.3 Existence and Good Standing of Purchaser; Power and Authority . The Purchaserrepresents and warrants that (i) the Purchaser is a limited liability company dulyorganized, validly existing and in good standing under the laws of the State of Maryland;(ii) the Purchaser has the power and authority to execute and deliver this Agreement and theother instruments and agreements to be executed and delivered by it as contemplated hereby,(iii) the Purchaser has the power and authority to consummate the transactions contemplatedhereby, (iv) the execution, delivery and performance of this Agreement, and all otherinstruments and agreements to be executed and delivered by Purchaser as contemplated hereby,and the consummation of the transactions contemplated hereby and thereby, have been dulyauthorized by Purchaser’s Managing Member and no other actions on the part of the Purchaserare necessary to authorize the executio n, delivery and performance of this Agreement andsuch other instruments and agreements by it and the consummation of the transactionscontemplated hereby and thereby, (v) this Agreement and all other instruments and agreementsto be executed and delivered by Purchaser as contemplated hereby, when delivered inaccordance with the terms hereof, assuming the due execution and delivery of this Agreementand each such other document by the other parties hereto and thereto, shall have been dulyexecuted and delivered by the Purchaser and shall be valid and binding obligations of thePurchaser, enforceable against it in accordance with their terms.          4.4 Due Organization. The Purchaser represents and warrants that the Company is alimited partnership duly organized, validly existing, and in good standing under the laws ofthe State of Maryland.     5. Post-Closing Covenants. After Closing, the Purchaser assumes and agrees todischarge when due all indebtedness which encumbers any of the assets of the Company forwhich the Corporate Seller has liability or has guaranteed or will have secured the releasefrom such indebtedness of the Corporate Seller. The Purchaser shall indemnify and holdharmless the Corporate Seller for the Purchaser’s failure to discharge any such indebtednessor obligations. With respect to the period following the Closing, the Purchaser and theCorporate Seller agree that if any furthe r action is necessary or desirable to car ry outthe purposes of this Agreement at any time after the Closing, the Purchaser and theCorporate Seller will take such further action (including the execution and delivery of suchfurther instruments and documents) as reasonably requested, all at the sol e cost andexpense of the requesting party.     6. Indemnification.          6.1 Corporate Seller’s Indemnification. The Corporate Seller covenants and agrees toindemnify, defend and hold harmless the Purchaser from any and all claims, demands, causesof actions, proceedings, assessment, judgments, damages, costs and expenses (including,without limitation, attorneys’ fees and court costs as incurred), deficiencies, settlem entsand investigations which may arise out of or as a result from or are based upon any material breach of Corporate Seller’s representations, warranties, and covenants set forth herein.          6.2 Purchaser’s Indemnification. The Purchaser covenants and agrees to indemnify,defend and hold harmless the Corporate Seller from any and all claims, demands, causes ofactions, proceedings, assessment, judgments, damages, costs and expenses (including, withoutlimitation, attorneys’ fees and court costs as incurred), deficiencies, settlem ents andinvestigations which may arise out of or as a result from or are based upon any materialbreach of the Purchaser’s representations, warranties, and covenants set forth herein.          6.3 Survival. The representations and warranties of the Corporate Seller and thePurchaser in this Agreement or in any document delivered pursuant hereto, shall surviveClosing for eighteen (18) months after Closing.     7. Default.          7.1 Default by Corporate Seller. If the Corporate Seller fails to perform itsobligations to make full settlement in accordance with the terms hereof, or makes anymisrepresentation in this Agreement, or otherwise breaches this Agreement, the Purchaser mayavail itself of any legal or equitable rights, including specific pe rformance, and theCorporate
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Seller shall, in such event, be liable to the Purchaser for all of the Purchaser’sout-of-pocket costs and reasonable expenses incurred in connection with this Agreement.          7.2 Default by Purchaser. If the Purchaser fails to perform its obligations to makefull settlement in accordance with the terms hereof, or makes any misrepresentation in thisAgreement, or otherwise breaches this Agreement, the Corporate Seller may avail itself ofany legal or equitable rights, including specific performance, and the Purchaser shall, insuch event, be liable to the Corporate Seller for all of the Corporate Seller’sout-of-pocket costs and reasonable expenses incurred in connection with this Agreement.     8. Miscellaneous.          8.1 Closing Costs. Each party shall bear the expense of its own counsel, consultantsand accountants. Any transactional expenses shall be paid by the Purchaser.          8.2 Notices. All notices, requests, demands, consents and other communications whichare required or may be given under this Agreement (collectively, the “Notices”) shall be inwriting and shall be given either (a) by personal delivery against a receipted copy, (b) byany overnight delivery service, or (c) by certified or registered U.S. mail, return receipt requested, postage prepaid, to the following addresses:         (i) If to Corporate Seller: Stoneridge, Inc.      9400 East Market Street      Warren, Ohio 44484           With a copy to: Robert M. Loesch, Esquire      Baker & Hostetler      3200 National City Center      1900 East 9th Street      Cleveland, Ohio 44114         (ii) If to the Purchaser: Heritage Real Estate Fund V, LLC      c/o Heritage Properties, Inc.      501 Fairmount Avenue, Suite 300      Towson, Maryland 21286                     With a copy to: C. Laurence Jenkins, Jr., Esquire      Gallagher Evelius & Jones LLP      218 N. Charles Street, Suite 400      Baltimore, Maryland 21201or to such other address of which written notice in accordance with this Section 8.2 shallhave been provided by such party. Notices may only be given in the manner hereinabovedescribed in this Section 8.2 and shall be deemed received when given in such manner.          8.3 Entire Agreement. This Agreement constitutes the full, entire and integratedagreement between the parties hereto with respect to the subject matter hereof, andsupersedes all prior negotiations, correspondence, understandings and agreements among theparties hereto respecting the subject matter hereof.          8.4 Assignability. This Agreement shall not be assignable by any party hereto withoutthe prior written consent of the other parties hereto.          8.5 Binding Effect; Benefit. This Agreement shall inure to the benefit of and bebinding upon the parties hereto, and their respective heirs, personal and legalrepresentatives, guardians, successors and permitted assigns, if any.
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          8.6 Severability. Any provision of this Agreement which is held by a court of competentjurisdiction to be prohibited or unenforceable shall be ineffective to the extent of suchprohibition or unenforceability, without invalidating or rendering unenforceable theremaining provisions of this Agreement.          8.7 Amendment; Waiver. No provision of this Agreement may be amended, waived, orotherwise modified without the prior written consent of all of the parties hereto. No actiontaken pursuant to this Agreement, including any investigation by or on behalf of any party,shall be deemed to constitute a waiver by the party taking such action of compliance withany representation, warranty, covenant or agreement herein contained. The waiver by anyparty hereto of a breach of any provision or condition contained in this Agreement shall notoperate or be construed as a waiver of any subsequent breach or of any other conditionshereof.          8.8 Section Headings. The section and other headings contained in this Agreement arefor reference purposes only and shall not affect the meaning or interpretation of thisAgreement.          8.9 Counterparts. This Agreement may be executed in any number of counterparts, each ofwhich shall be deemed to be an original and all of which together shall be deemed to be oneand the same instrument.          8.10 Applicable Law. This Agreement is made and entered into, and shall be governed byand construed in accordance with, the laws of the State of Maryland.[Signature page follows]
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          IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND, the parties hereto have executed anddelivered this Agreement on the date first above written.         **CORPORATE SELLER**:         STONERIDGE, INC.         By: /s/ GEORGE E. STRICKLER           Name: George E. Strickler    Title: Executive Vice President and Chief Financial Officer           **PURCHASER**:         HERITAGE REAL ESTATE FUND V, LLC         By: Heritage Properties, Inc.,      its Managing Member         By: /s/ MICHAEL J. BATZA, JR.       Name: Michael J. Batza, Jr.  Title: C.E.O. and Chairman of the Board of Directors
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