ex10-1.htm


    EXHIBIT 10.1

     

    
      PURCHASE
AND SALE AGREEMENT

       

      THIS PURCHASE AND SALE AGREEMENT
(this "Agreement") dated as of this 2nd day of
January, 2009 (the "Effective Date"), is made by and between GYRODYNE COMPANY OF
AMERICA, INC., a New York corporation, its successors or assigns, having an
office at 1 Flowerfield, Suite 24, St. James, NY 11780 ("Purchaser"), and FAIRFAX MEDICAL CENTER, LLC, a Virginia limited liability
company, having an address of c/o Chung & Press, P.C., 6718 Whittier Avenue,
Suite 200, McLean, Virginia 22101 ("Seller").

       

      RECITALS:

       

      WHEREAS,
Seller and Purchaser, intending to be bound by this Agreement, desire to set
forth herein the terms, conditions and agreements under and by which Seller
shall sell to Purchaser and Purchaser shall purchase from Seller the Property
(hereinafter defined).

       

      NOW,
THEREFORE, in consideration of the foregoing, of the covenants, promises and
undertakings set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Seller and
Purchaser agree as follows:

       

      
        
          	
                  1.

                	
                  THE
      PROPERTY.

                


        

      

       

      1.1.
Description.  
Subject to the terms and conditions of this Agreement, and for the consideration
set forth herein, Seller hereby agrees to sell, assign and convey, and Purchaser
hereby agrees to purchase and acquire, all of Seller's right, title and interest
in and to the following (collectively, the "Property"):

       

      1.1.1.  
That certain parcel of real property consisting of approximately 3.47 acres of
improved and unimproved land, located at 10721 Main Street, Fairfax, Virginia,
being more specifically described on Exhibit 1.1.1,
attached hereto, and all rights, title and interests in and to such land
(collectively, the "Land");

       

      1.1.2.  
All buildings, improvements, fixtures and parking facilities located on the
Land, or any portion thereof, including, without limitation, those certain
buildings containing approximately 59,109 aggregate gross rentable square feet,
allocated among the north wing comprised of approximately 28,468 gross rentable
square feet ("Building 1"), the south wing comprised of approximately 29,641
gross rentable square feet ("Building 2"), an annex to Building 1 comprised of
approximately 1,000 gross rentable square feet ("Annex"), a covered parking
structure containing approximately 65 covered parking spaces ("Parking
Structure") and an uncovered parking lot containing approximately 119 surface
parking spaces ("Parking Lot") (Building 1, Building 2, Annex, Parking
Structure, collectively referred to herein as the "Building"), together with all
other improvements, facilities and fixtures located on the Land (the Building,
the Parking Lot and any and all other improvements located on the Land are
hereinafter referred to collectively as the "Improvements");

       

      1.1.3.  
All furniture, fixtures, tangible and intangible personal property, machinery,
apparatus and equipment currently used in the operation, repair and maintenance
of the Land and the Improvements (excluding, however, any tangible personal
property or fixtures which are owned by tenants or which may be removed by
tenants under the terms of their leases), including without limitation the
personal property identified in Exhibit 1.1.3
attached hereto (collectively, the "Personal Property");

       

      1.1.4.  
All easements, hereditaments and appurtenances, if any, pertaining or affecting
the Land, including, without limitation, any and all mineral, riparian and sewer
rights relating thereto (collectively, the "Easements");

       

      
        1.1.5. 
Any public street, road and/or alley abutting the Land, to the center line
thereof,
if any ("Abutting Roads");

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      1.1.6. 
All of the leases, licenses or occupancy agreements, as amended, identified on
the Schedule of Leases attached hereto as Exhibit 1.1.6
(collectively, the "Existing Leases") and any New Leases (hereinafter defined)
approved by Purchaser (the Existing Leases and any New Leases are referred to
herein collectively as the "Leases"), and all of the security deposits,
including interest, if any, due thereon with respect to the Leases (the
"Security Deposits"), including the Security Deposits held by Seller in
connection with the Existing Leases, all of which are identified in Exhibit 5.1.16,
attached to this Agreement;

       

      1.1.7  
All of the Assumed Contracts (hereinafter defined);

       

      1.1.8  
The non-exclusive right to use any name used to designate the Property, or any
part thereof, including without limitation "Fairfax Medical
Center";

       

      1.1.9   All
warranties and guaranties issued in connection with the Improvements or the
Personal Property, which remain in effect as of Closing (hereinafter defined);
and

       

      1.1.10 
All consents, authorizations, variances or waivers, licenses, certificates of
occupancy, permits and approvals from any governmental or quasi-governmental
agency, department, board, commission, bureau or other entity or instrumentality
with respect to the Land (collectively, the "Entitlements").

       

      1.2.
Agreement to
Convey.  Seller agrees to convey, and Purchaser agrees to accept, on
the Closing Date (hereinafter defined): (a) marketable fee simple title to the
Land, the Easements, the Improvements and interest, if any, in Abutting Roads
(collectively, the "Real Property"), by way of a special warranty deed, to be
executed and delivered by Seller at Closing, and which shall be subject only to
the Permitted Exceptions (as hereinafter defined) affecting or encumbering the
Real Property; and (b) the remainder of the Property, by way of one or more
bills of sale, assignments and other appropriate documents as may be reasonably
proposed by Purchaser and reasonably acceptable to Seller, to be executed and
delivered by Seller (and, as applicable, Purchaser) at Closing.

       

      1.3 Condition of the
Property.  Purchaser acknowledges and agrees that, except as
otherwise expressly provided in this Agreement, Seller does not make and
specifically disclaims any representations, warranties, promises, covenants,
agreements or guaranties of any kind or character whatsoever, whether express or
implied, concerning or with respect to the nature, quality or condition of the
Property. Purchaser further acknowledges that it has had, and will continue to
have during the Inspection Period, the opportunity to inspect the Property.
Purchaser further acknowledges and agrees that, except as expressly provided in
this Agreement, the sale of the Property as provided for herein is made on an
"AS IS, WHERE IS" basis.

       

      
        
          	
                  2.

                	
                  PURCHASE PRICE, DEPOSIT,
      PAYMENT AND CLOSING.

                


        

      

       

      2.1.
Purchase
Price.  The purchase price for the Property (the "Purchase Price")
is THIRTEEN MILLION ONE HUNDRED SIXTY THOUSAND AND NO/100 U.S. DOLLARS
($13,160,000.00), as adjusted by the parties pursuant to Section
2.5.

       

      2.2.  Deposit. Within two
(2) business days following the Effective Date, Purchaser shall deposit into
escrow with Stewart Title and Escrow, Inc. (alternatively, the "Escrow Agent" or
the "Title Company"), in the form of cash, certified or cashier's check or by
federal wire transfer, the sum of ONE HUNDRED THOUSAND AND NO/100 U.S. DOLLARS
($100,000.00) (the "Initial Deposit"). Once posted, the Initial Deposit shall be
refundable upon the demand of Purchaser, without any right by Seller to object
or delay such refund, in the event that Purchaser terminates this Agreement in
accordance with Section 3.7, below, or any other provision of this Agreement, on
or before 5:00 p.m., Washington, D.C. time, on the Approval Date (as defined in
Section 3.1, below). If Purchaser elects to proceed to Closing pursuant to
Section 3.7, below, on or before 5:00 p.m., Washington, D.C. time, on the
Approval Date, then promptly thereafter, Purchaser shall deposit an additional
sum of ONE HUNDRED THOUSAND AND NO/100 U.S. DOLLARS ($100,000.00) (the
"Additional Deposit") into escrow with Title Company in the form of cash,
certified or cashier's check or by federal wire transfer. The Initial Deposit
and the Additional Deposit, together with any interest earned thereon, is
hereinafter referred
to as the "Deposit." Once deposited, the Initial Deposit and the Additional
Deposit, as applicable, shall be held by the Title Company pursuant to an escrow
agreement in the form attached hereto as Exhibit 2.2 (the
"Escrow Agreement"), and they shall be deposited in an interest-bearing escrow
account established by the Title Company and otherwise pursuant to the terms
hereof. After 5:00 p.m., Washington, D.C. time on the Approval Date, provided
Purchaser has elected to proceed to Closing pursuant to Section 3.7, below, the
entire Deposit shall be non-refundable, except as otherwise expressly provided
herein. Notwithstanding any other provision of this Agreement to the contrary,
if Purchaser terminates this Agreement following the Approval Date (a) as a
result of an event of default by Seller which continues uncured beyond any
applicable notice and cure period, (b) because any of the Conditions Precedent
(hereinafter defined) to Closing have not been satisfied, or (c) in accordance
with any of the other terms of the Agreement, the entire Deposit shall be
refundable pursuant to the terms of the Escrow Agreement.

       

      
        
          
          

        

        
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      2.3.
Payment. On the
Closing Date, Purchaser shall pay to Seller the Purchase Price, subject to
adjustment for the prorations as provided in Section 7, below, and reflected on
the mutually- acceptable Settlement Statement described in Section 8,
below.

       

      2.4. Closing. Recordation
of the Deed (as hereinafter defined), payment of the Purchase Price and the
closing hereunder (the "Closing") will take place pursuant to an escrow closing
on or about March 31, 2009, or a date mutually selected by Purchaser and Seller
(the "Closing Date") but in no event later than April 30, 2009 (the "Outside
Date"). In the event that Seller requests Closing to occur after the Closing
Date, Purchaser shall grant such extension if (i) the requested date occurs
prior to the Outside Date, (ii) Purchaser's lender consents to such extension
and (iii) Seller agrees to pay any extension fees charged by Purchaser's lender
in connection therewith. Closing shall occur at 11:00 a.m., Washington, D.C.
time on the Closing Date and shall be conducted by the Title Company at its
offices, or at such other place in Northern Virginia as may be selected by
Purchaser. Notwithstanding the foregoing, Purchaser and Seller shall endeavor to
conduct the Closing by depositing (by overnight or local courier) into escrow
with the Title Company all closing documents and other items in connection
therewith no later than the first business day immediately prior to the Closing
Date. In addition, Purchaser and Seller shall endeavor to finalize all
prorations and adjustments to the Purchase Price, and prepare and execute a
settlement statement detailing all such items and costs of Closing, no later
than two (2) business days prior to the Closing Date.

       

      2.5.
Adjustment to Purchase
Price. The parties acknowledge that asbestos containing materials ("ACM")
are located in the Building and that the cost of remediation of ACM to be
incurred by Purchaser after the Closing is a fair and reasonable cause for
reducing the Purchase Price. Prior to the expiration of the Due Diligence
Period, Purchaser shall obtain an estimate for remediation of the ACM from Young
Environmental, or such other third party consultant mutually agreeable to Seller
and Purchaser (the "ACM Remediation Cost"). Seller agrees to reduce the Purchase
Price in the amount of the ACM Remediation Cost; provided, however, that the ACM
Remediation Cost shall not exceed SIXTY THOUSAND AND NO/100 DOLLARS
($60,000.00). Seller agrees to execute an amendment to this Agreement for the
purpose of reducing the Purchase Price pursuant to this Section 2.5. In
consideration of said reduction of the Purchase Price, Purchaser hereby waives
any and all claims for reimbursement of costs for remediation of ACM in the
Building.

       

      2.6 Purchaser Financing.
Purchaser's obligations under this Agreement shall be contingent on Purchaser's
obtaining financing in a principal amount that is equal to the greater of
fifty-nine percent (59%) of the purchase price of the Property, or EIGHT MILLION
AND NO/100 DOLLARS ($8,000,000.00) in the form of a new loan or an assumption
and modification of existing debt secured against the Property by Virginia
Commerce Bank (the "Existing Lender") in Purchaser's sole discretion. In the
event that Existing Lender fails to notify Purchaser of its consent to the new
loan or the assumption and modification of the existing debt, on terms
acceptable to Purchaser, by 5:00 p.m. ET on the date that is one (1) business
day prior to the expiration of the Due Diligence Period (defined below), then
Purchaser may exercise its right to terminate this Agreement on the Approval
Date pursuant to Section 3.7.

       

       

      
        
          
          

        

        
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                3.

              	
                INSPECTIONS
      AND APPROVALS.

              


      

       

      3.1.
Inspections and
Approvals. Purchaser shall have a period of time (the "Due Diligence
Period"), commencing on the Effective Date, and expiring at 5:00 p.m.,
Washington, D.C. time, on the date (the "Approval Date") which is forty-five
(45) days after the Effective Date, in which to conduct the inspections and
studies described in this Section 3. The Due Diligence Period need not last the
full forty-five (45) days and, at Purchaser's sole election, may be ended by
Purchaser upon two (2) days prior written notice to Seller.

       

      3.2.
Access to the Property
and Indemnification by Purchaser. Seller agrees that, during the Due
Diligence Period, Seller shall permit Purchaser and Purchaser's agents and
representatives access to the Property and any tenants or other occupants of the
Property for purposes of conducting such physical and environmental and other
inspections of the Property as Purchaser shall deem necessary to properly
inspect the Property in order to determine the suitability of the Property for
Purchaser's intended use thereof, subject to advance notice of at least
twenty-four (24) hours and Seller's right to have its representative present
during such inspection. Purchaser agrees, while conducting any tests or
inspections pursuant to the terms of this Section 3.2, to use reasonable efforts
to avoid any disruption of the activities of Seller or any tenant or occupant of
the Property. Purchaser agrees to restore the Property, at Purchaser's sole cost
and expense, in the event that any inspection or test performed by Purchaser
requires or results in any physical damage to the Property. In addition,
Purchaser agrees that it shall indemnify, defend and hold harmless Seller
against any and all actions, claims, losses, costs, damages and expenses
(including reasonable third party attorneys' fees) actually incurred by Seller
to the extent arising from or relating to any of the actions of Purchaser and
Purchaser's agents on the Property during the Due Diligence Period, including
without limitation, any claims for amounts owed by Purchaser to its contractors
and agents; provided, however, that Purchaser shall not be required to indemnify
Seller to the extent that any such loss, injury, liability, damage or expense
was caused by the negligence or misconduct of Seller, its employees or its
agents. The indemnification obligations of Purchaser set forth in this Section
3.2 shall survive any termination of this Agreement.

       

      3.3.
Inspection of
Documents. If not already provided to Purchaser prior to the execution of
this Agreement, within three (3) business days after the Effective Date, Seller
shall deliver to Purchaser the following (but only to the extent that such is in
Seller's possession or control) (collectively, the "Study
Materials"):

       

      3.3.1. 
a copy of the most recent title insurance commitment issued with respect to
the
Property;

       

      3.3.2. 
a copy of Seller's most recent survey depicting the boundaries of the Property
and all improvements which are a part of the Property;

       

      3.3.3. 
a true and correct copy of all soils, seismic, geologic reports, surveys, plans
and specifications for the Property and all operating systems in the
Improvements, and all architectural, engineering, zoning, life safety system
reports, reports regarding compliance with the Americans with Disabilities Act,
and all other reports or studies relating to the Property;

       

      3.3.5. 
a true, correct and complete list of all vendors with whom Seller is dealing
with respect to the Property, as of the date hereof, and/or with whom Seller has
previously dealt during the past twelve (12) months, and invoices from all such
vendors, and Seller shall promptly deliver to Purchaser any updates
thereto;

       

      3.3.6.
  a list of all utility companies which service the Property and the bills
and invoices
rendered to Seller by each such utility company for the most recent four (4)
months;

       

      3.3.7.
 a copy of the real property tax bills, and any special assessments,
received by Seller in connection with the Property, together with all invoices
stamped "paid" by the taxing authority, for the three (3) most recent tax
years;

       

      
        
          
          

        

        
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      3.3.8.
 copies of all of the Contracts (hereinafter defined), affecting or
pertaining to the Property, together with all amendments, supplements and
modifications thereto;

       

      3.3.9.
 copies of all environmental reports, studies, permits and all other
documents pertaining to any use or presence of Hazardous Materials (hereinafter
defined) in, on, under or about the Property or pertaining to any other
environmental matter with respect to conditions in, on, under or about the
Property, or operations and businesses conducted thereon;

       

      3.3.10.
copies of all Entitlements and copies of any proffers, contracts or other
agreements that may create any obligations with respect to the Property,
including without limitation any obligation to construct or maintain any
improvements on the Property, or which requires the owner of the Property to
participate in any activity or contribute any money;

       

      3.3.11.
copies of all of the Leases affecting all or any part of the Property and the
lease files maintained by Seller or its agents or representatives, including
without limitation all correspondence to and from any tenants or prospective
tenants;

       

      3.3.12.
copies of all management, leasing, listing or brokerage agreements relating to
the Property, including without limitation all documents pertaining to Seller's
obligation, if any, to pay future leasing commissions upon the renewal of, or
expansion under, any of the Leases;

       

      3.3.13.
copies of all warranties and guaranties currently in effect with respect to the
Property;

       

      3.3.14.
copies of all books and records compiled for the Property by or on behalf of
Seller and income expense statements, setting forth all items of income and
expense received or incurred with respect to the Property, on both an annual and
monthly basis, for the past two (2) years; and

       

      3.3.15.
copies of all other documents, instruments and agreements relating to the
Property which are reasonably requested in writing by Purchaser.

       

      3.4.
Title and
Survey.

       

      3.4.1.
Purchaser may, as and to the extent Purchaser deems necessary or appropriate, at
Purchaser's sole cost and expense, obtain (a) a commitment to insure title (the
"Title Commitment") from the Title Company, to issue an owner's policy of title
insurance covering the Land and the Improvements, and (b) an ALTA survey,
covering the Land and the Improvements thereon, prepared by a qualified surveyor
selected by Purchaser and licensed in the Commonwealth of Virginia (the
"Survey").

       

      3.4.2.
Purchaser shall have until 5:00 p.m., Washington, D.C. time, on the Approval
Date in which to provide written notice to Seller ("Title/Survey Notice") of any
matters affecting or relating to title to the Property, including those
disclosed by the Title Commitment (collectively, the "Title Objections"), or
shown on the Survey (collectively, the "Survey Objections"), which are not
satisfactory to Purchaser, in Purchaser's sole and absolute discretion. Within
five (5) days following any Title/Survey Notice, Seller shall provide a written
response to Purchaser ("Seller's Response") stating the extent, if any, to which
Seller will undertake to resolve to the reasonable satisfaction of Purchaser any
Title Objections or Survey Objections. Seller's failure to timely deliver a
Seller's Response shall be deemed to be an election by Seller to decline to
undertake to cure any such Title Objections or Survey Objections. If Seller
declines (or is deemed to have declined) to undertake an obligation to cure any
Title Objections and/or Survey Objections, Purchaser shall have five (5) days
following the earlier to occur of (i) its receipt of Seller's Response (which
Seller's Response shall be in writing) or (ii) the fifth (5th) day after
Purchaser's delivery of a Title/Survey Notice, in which to elect, in its sole
and absolute discretion, to either (a) terminate this Agreement by written
notice to Seller, and demand and receive the Deposit, without any right by
Seller to object to or delay such refund, in which event neither party shall
thereafter have any further rights, obligations or liability hereunder, except
with respect to any obligations which expressly survive the termination
of this
Agreement, or (b) to continue this Agreement in effect, in which event the Title
Objections and/or Survey Objections that Seller has declined (or deemed to have
declined) to cure shall become Permitted Exceptions. If Purchaser fails to give
notice within said 5-day period then Purchaser shall be deemed to have elected
to terminate the Agreement pursuant to clause (a), above.

       

      
        
          
          

        

        
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      As used
herein, the term "Title/Survey Objection Cure Period" shall mean the ten (10)
day period following Seller's Response, in the instance where Seller timely
delivers a Seller's Response stating therein that Seller will affirmatively act
to resolve to the reasonable satisfaction of Purchaser any and/or all Title
Objections and/or Survey Objections. In the event Seller delivers written notice
to Purchaser (the "Failure to Cure Notice") that Seller is unable to cure any
Title Objections and/or Survey Objections which it has agreed to cure by 5:00
p.m., Washington, D.C. time, on the last day of the Title/Survey Objection Cure
Period, Purchaser shall have five (5) days in which to elect, in its sole and
absolute discretion to either: (a) terminate this Agreement by written notice to
Seller, and demand and receive the Deposit, without any right by Seller to
object to or delay such refund, in which event neither party shall thereafter
have any further rights, obligations or liability hereunder, except with respect
to any obligations which expressly survive the termination of this Agreement; or
(b) waive such Title Objection(s) and/or Survey Objection(s) and continue this
Agreement in effect, in which event such Title Objection(s) and/or Survey
Objection(s) shall become Permitted Exceptions. If Purchaser fails to give
notice within said 5-day period then Purchaser shall be deemed to have elected
to terminate the Agreement pursuant to clause (a), above.

       

      3.5.
Contracts. On
or before the Approval Date, Purchaser shall notify Seller in writing as to
which of the Contracts, if any, Purchaser elects to assume at Closing (such
Contracts being herein referred to as the "Assumed Contracts"). As used herein,
the term "Contracts" shall mean all service, maintenance, supply, management,
leasing, brokerage or other contracts relating to the operation of the Property,
and all other such contracts or agreements in effect as of the Effective Date,
all of which are listed on Exhibit 3.5 attached
hereto. Purchaser shall have no liability under any Contract which Purchaser has
not expressly agreed to assume prior to the Approval Date, and Seller hereby
agrees to indemnify and hold Purchaser harmless from and against any and all
claims, damages, liabilities, obligations, costs or expenses (including
reasonable third party attorneys' fees) actually incurred by Purchaser and
arising out of any Contract which has not been assumed by Purchaser at Closing.
The foregoing indemnification obligation of Seller shall survive recordation of
the Deed and the Closing hereunder.

       

      3.6.
Permitted
Exceptions. Purchaser shall accept title to the Property, subject only to
the following exceptions (the "Permitted Exceptions"):

       

      3.6.1.
Those matters affecting or relating to the title to, or the survey of, the
Property: (a) to the extent shown in the Title Commitment or on the Survey, and
which were not included in a Title/Survey Notice given by Purchaser prior to the
Approval Date; (b) which were included in a Title/Survey Notice, but for which
(i) Purchaser has elected to continue this Agreement in effect notwithstanding
Seller's declination to cure in accordance with Seller's Response, or Seller's
failure to cure within the Title/Survey Objection Cure Period, in accordance
with Section 3.4.2; or (ii) Purchaser has, at Purchaser's sole option waived the
cure thereof; or (c) which Purchaser has otherwise approved in
writing;

       

      3.6.2 All
of the Assumed Contracts and the Leases; and

       

      3.6.3 The
lien of non-delinquent real and personal property taxes and assessments;

       

      it being
agreed that encumbrances, liens or other matters of record that evidence, secure
or create a monetary obligation, liability or debt shall not be Permitted
Exceptions and shall be removed by Seller at or before Closing, whether or not
they were the subject of a Title/Survey Notice, for which purpose the proceeds
of the Purchase Price may be used.

       

      
        
          
          

        

        
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      3.7.
Intent to
Proceed. If Purchaser determines, in its sole discretion, that Purchaser
wishes to proceed to Closing hereunder, Purchaser shall provide written notice
to Seller of its intent to proceed to Closing, subject to all of the terms and
conditions of this Agreement, including, but not limited to, any termination
rights of Purchaser set forth in this Agreement providing for the termination of
this Agreement by Purchaser following the Approval Date and the satisfaction of
the Conditions Precedent to Closing, on or before 5:00 p.m., Washington, D.C.
time, on the Approval Date. Purchaser may also terminate this Agreement at any
time on or before 5:00 p.m., Washington, D.C. time, on the Approval Date by
written notice thereof to Seller. In the event that, by such date and time,
Purchaser fails to deliver written notice to Seller stating that Purchaser has
elected to proceed to Closing, such failure shall be deemed to be an election by
Purchaser not to purchase the Property and to terminate this Agreement. If this
Agreement is terminated pursuant to the terms of Section 2.6, Section 3.4.2 or
this Section 3.7, including any such termination resulting from the failure of
Purchaser to deliver written notice of its intent to proceed to Closing, (i)
Purchaser shall return to Seller any Study Materials in its possession and/or
control, (ii) Purchaser shall pay the full escrow fee charged by the Title
Company, (iii) the Deposit shall be immediately returned to Purchaser upon
demand therefor, and (iv) neither party shall thereafter have any further
rights, obligations or liability hereunder, except with respect to Purchaser's
restoration and indemnification obligations set forth in Section
3.2.

       

      
        4.           
SELLER'S OBLIGATIONS PRIOR TO
CLOSING.  From
and after the Effective Date and until Closing,
or earlier termination of this Agreement, Seller and/or Seller's agents or
representatives shall:

      

       

      4.1 Insurance. Keep the
Property insured, in an amount sufficient to satisfy any co-insurance
requirement or stipulation, against fire and other hazards covered by extended
coverage endorsement and comprehensive public liability insurance against claims
for bodily injury, death and property damage occurring in, on or about the
Property.

       

      4.2 Operation. Operate
and maintain the Property in a manner consistent with commercially reasonable
standards, make all repairs and/or replacements in connection with any damage to
the Property, and deliver the Property to Purchaser at Closing in the condition
existing as of the Approval Date, excepting normal wear and tear.

       

      4.3 Notices. Provide to
Purchaser, immediately upon the receipt thereof, any and all notices in any
manner relating to the Property received by Seller or its agents or
representatives from any governmental or quasi-governmental instrumentality,
insurance company, tenant under any of the Leases, vendor or other party under
any of the Contracts, or from any other entity or party.

       

      4.4 Compliance with Law.
Take all actions with respect to the Property that are necessary to maintain the
Property's compliance with all applicable laws (including without limitation,
the Environmental Laws), orders, rules and regulations applicable to the
Property and the operation and maintenance thereof, including without limitation
making timely application for any and all permits, certificates, licenses or
other Entitlements, or any renewals of any of the same, required to legally own,
operate, occupy and maintain the Property.

       

      4.5 Compliance with
Agreements. Take all actions necessary to comply with all of the Leases,
Contracts, Entitlements, Easements and all other agreements, covenants,
encumbrances and obligations affecting or relating to the Property and the
ownership, operation and maintenance thereof. Seller shall pay (or cause to be
paid) all utility bills, tax bills and other invoices and expenses relating to
the Property, as and when the same become due.

       

      4.6 New Contracts. Not,
without the prior written consent of Purchaser, enter into any new Contract
affecting the Property or the maintenance, repair or operation thereof. In the
event that Purchaser (a) approves in writing any such new Contract, and (b) as a
part of such approval, expressly agrees to assume such new Contract at Closing,
such new Contract shall constitute an Assumed Contract as such term is defined
and used in this Agreement.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      4.7 Leases. Not, without
the prior written consent of Purchaser: (a) execute any new Leases affecting the
Property, or any part thereof (the "New Leases"); (b) amend, modify or
supplement any Existing Lease; (c) terminate (except upon a default by the
tenant thereunder) or accept the surrender
of any Existing Lease; or (d) approve any sublease; provided, however, that
Seller is authorized to accept the termination of Leases at the end of their
existing terms and to expand, extend or renew any Leases pursuant to expansion,
extension or renewal options specifically contained in a Lease and properly
exercised by the tenants thereunder. From the Effective Date through the Closing
Date, Seller agrees to permit Purchaser to negotiate lease renewals with
month-­to-month tenants ("Renewal Tenants") and new leases with prospective tenants
("New Tenants") on terms, and lease forms, acceptable to Purchaser (the "New
Form Lease"). Upon Seller's written request, Purchaser shall keep Seller
informed of all developments with regard to said negotiations. The New Form
Lease shall contain the following provision: "Submission of this Lease by
Landlord is not an offer to enter into this Lease but rather is a solicitation
for such an offer by Tenant. Landlord shall not be bound by this Lease until
Landlord has executed and delivered the same to Tenant." Purchaser may present
the New Form Lease to Renewal Tenants and New Tenants, and if executed by such
tenants, Seller agrees to execute the applicable lease and deliver the fully
executed lease (a "Ratified Lease") into escrow with the Title Company to be
delivered to Purchaser at Closing as an assigned lease pursuant to Section
8.1.3. In the event that this transaction does not Close, Seller may, in its
discretion, void any and all Ratified Leases or deliver the Ratified Leases to
the respective tenants, thereby giving the Ratified Leases full force and
effect. Purchaser shall pay at Closing for any brokerage commissions due in
connection with Ratified Leases assigned to Purchaser.

       

      4.8 Removal of Personal
Property. Not, without the prior written consent of Purchaser, remove any
article of Personal Property, except as may be necessary for repairs or the
discarding of worn out or useless items; provided, however, that any such
Personal Property so removed shall be promptly returned to the Property upon its
repair and/or replaced by new Personal Property of similar quality and utility
prior to Closing.

       

      4.9 Security Deposits.
Not, without the prior written consent of Purchaser, which consent shall not be
unreasonably withheld, conditioned or delayed, apply any of the Security
Deposits, whether or not a default of a tenant has occurred under any of the
Leases.

       

      4.10
Encumbrances.
Not, without the prior written consent of Purchaser, grant or record any
easement,
permit, right of way, encumbrance or other interest of any kind affecting the
Property.

       

      4.11
Hazardous
Materials. Not discharge, disburse, release, store, treat, generate,
dispose of, or knowingly or willfully allow to escape or migrate, on or from the
Property any Hazardous Materials (hereinafter defined). Purchaser agrees that
tenant use and storage of Hazardous Materials, if any, on the Property shall be
permitted to the extent that such use and storage complies with applicable
Environmental Laws (hereinafter defined).

       

      4.12
Zoning Classification
Change. Not, without the prior written consent of Purchaser, file,
consent or support any application to change the zoning classification of the
Property.

       

      4.13
Marketing of the
Property. Not market, solicit, negotiate, or accept offers for the
purchase, lease or other transfer of the Property from any other
party.

       

      
        	
                5.

              	
                REPRESENTATIONS
      AND WARRANTIES.

              


      

       

      
        5.1.
By Seller.
Seller represents and warrants to Purchaser, as of the Effective Date,
that:

         

        5.1.1.
Seller owns fee simple interest in the Property.

      

       

      5.1.2.
Seller is a limited liability company validly existing under the laws of the
Commonwealth of Virginia. Seller has (i) the power, right and authority to enter
into and perform all of the obligations required of Seller under this Agreement
and the instruments and documents referenced herein, and to consummate the
transaction contemplated hereby, (ii) taken all requisite action and obtained
all requisite consents, releases and permissions in connection with entering
into this Agreement and the instruments and documents referenced herein or
required under any covenant, agreement, encumbrance, law or regulation with
respect to the obligations required hereunder,
including, without limitation, the receipt of any and all approvals and/or
consents authorizing Seller to sell and otherwise convey to Purchaser the
Property pursuant to the terms and provisions of this Agreement. No consent of
any other party is required for the performance by Seller of its obligations
hereunder, except as described above.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      5.1.3.
This Agreement is, and all agreements, instruments and documents to be executed
and delivered by Seller pursuant to this Agreement shall be, duly authorized,
executed and delivered by Seller. This Agreement is, and all agreements,
instruments and documents to be executed and delivered by Seller pursuant to
this Agreement shall be, valid and legally binding upon Seller and enforceable
in accordance with their respective terms. Neither the execution of this
Agreement nor the consummation of the transactions contemplated hereby does now
constitute or shall result in a breach of, or a default under, any agreement,
document, instrument or other obligation to which Seller is a party or by which
Seller may be bound.

       

      5.1.4. No
petition in bankruptcy (voluntary or otherwise), assignment for the benefit of
creditors, or petition seeking reorganization or arrangement or other action
under Federal or state bankruptcy or insolvency law is pending against or, to
the best of Seller's knowledge, threatened against, or contemplated by,
Seller.

       

      5.1.5. No
lien, other than a lien for real estate taxes not yet due and payable and that
certain deed of trust securing a loan Existing Lender in the original principal
amount of NINE MILLION AND NO/100 DOLLARS ($9,000,000.00) (the "Existing Deed of
Trust"), encumbers or affects title to the Property. Seller is not delinquent in
the payment of any tax (real estate or otherwise) bills, utility bills, water or
sewer bills in respect of the Property, or bills or invoices from any vendor or
contractor providing goods or services to the Property, or otherwise arising out
of the ownership, operation and/or maintenance of the Property.

       

      5.1.6.
Seller has not made and will not make any commitments or representations to the
applicable governmental authorities, any adjoining or surrounding property
owners, any civic association, any utility, or any other person or entity that
would in any manner be binding upon Purchaser or the Property.

       

      5.1.7.
There are no existing, pending, or, to the best of Seller's knowledge,
threatened condemnation, incorporation, annexation or moratorium proceedings
affecting the Property (or any portion thereof).

       

      5.1.8.
There is no claim, action, litigation, arbitration or other proceeding (zoning,
environmental or otherwise), or governmental investigation, pending or, to the
best of Seller's knowledge, threatened against the Property or Seller, which
relates to the Property or could, in any manner, materially and adversely affect
the transactions contemplated in this Agreement, result in a lien against the
Property, result in an action against Purchaser, or affect the purchase of the
Property by the Purchaser or the ownership by the Purchaser of the Property
after Closing, nor, to the best of Seller's knowledge, is there any basis for
any such action, proceeding, investigation or litigation. Seller has not
received any written notice from any federal, state, county or municipal agency
or authority claiming a material violation or breach of any laws, ordinances,
orders, regulations or guidelines affecting the Property, which breach or
violation has not been cured by Seller. If Seller receives notice of any such
claim, litigation or proceeding prior to the Closing, Seller shall promptly
notify Purchaser of the same in writing.

       

      5.1.9.
Seller has not received any written notices from any insurance company claiming
any violation of the terms of any insurance policy, or requiring any changes or
alterations to the Property as a condition to continuing coverage under any
insurance policy or denying insurance coverage for any reason.

       

      5.1.10.
Seller has not received any written notices from any governmental officials to
the effect that the Property was not constructed, or is not now, in conformity
with the plans and specifications therefor or with any applicable code, law,
ordinance, order or regulation, including without limitation the Americans with
Disabilities Act, and all amendments thereto, or regulations promulgated
thereunder.

       

      
        
          
          

        

        
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      5.1.11.
To the best of Seller's knowledge and unless otherwise provided to Seller in the
Study Materials: (a) all systems within the building(s) located on the Property,
including without limitation the HVAC system, the security system, the plumbing
system, the electrical system, the elevator systems, and the fire and life
safety system, are in working order relative to their age and prior use; (b) the
roof(s) of the building(s) are in working condition relative to their age and
prior use; and (c) all permits, licenses, certificates of occupancy and other
Entitlements required to occupy and operate the building(s), and building
systems described in Section 5.1.11(a), have been issued, or will be issued by
the Closing Date, and are currently in full force and effect.

       

      5.1.12.
With respect to the Property: (a) there are no leases, subleases, licenses or
other rental or occupancy agreements (oral or written) with respect to or
affecting the Property, except for those Leases listed on the Schedule of Leases
or the Rent Roll attached hereto as Exhibit 1.1.6 or
Exhibit 5.1.16,
respectively, true and complete copies of which have been previously, or will
be, delivered to Purchaser, including all amendments, modifications and
assignments, if any, thereto; (b) none of the Leases has been amended, modified
or assigned except as set forth in Exhibit 1.1.6 or
Exhibit 5.1.16;
(c) except as set forth in Exhibit 1.1.6 or
Exhibit 5.1.16,
none of the Leases or Contracts (as hereinafter defined) provides for the
payment of any brokerage fees, commissions or any similar payments by the lessor
under any of the Leases to any third party in connection with the existence or
execution thereof, or in connection with any renewal, expansion or extension of
any Lease which has occurred prior to, or may occur after, Closing (the
foregoing representation and warranty shall survive Closing indefinitely); (d)
to the best of Seller's knowledge, all of the Leases and any guaranties related
thereto are in full force and effect; (e) no rentals or other amounts due under
the Leases have been paid more than one (1) month in advance; (f) to the best of
Seller's knowledge, there are no uncured defaults by Seller, or any tenants,
under any of the terms and provisions of the Leases and Seller has received no
written notice from any tenant of a default by Seller, as landlord under any of
the Leases; (g) except as set forth in Exhibit 1.1.6 or
Exhibit 5.1.16,
no tenants are entitled to any free rent, abatement of rent or similar
concession, or to any offset or defense against the payment of rent and, to the
best of Seller's knowledge, no tenant has asserted any defense or set-off
against the payment of rent in connection with the Leases or has contested any
tax, operating cost or other escalation payments or occupancy charges, or any
other amounts payable under its Lease; (h) no damage, escrow, security or other
deposits of any type have been tendered to the landlord by any of the tenants
under the Leases; (i) all tenants under the Leases are in possession of their
respective premises; (j) except for a collateral assignment of leases, rents and
deposits to Seller's Lender, which will be removed or otherwise extinguished by
Seller at or prior to Closing, Seller has not assigned, mortgaged, pledged,
sublet, hypothecated or otherwise encumbered any of its rights or interests
under any of the Leases or Security Deposits; and (k) to the best of Seller's
knowledge, no Lease has been assigned or sublet by any tenant.

       

      5.1.13.
To the best of Seller's knowledge, no work has been performed, or labor or
materials supplied, on behalf of Seller, or by Seller or its agents for the
benefit of a Tenant, at or on the Property, or in connection with the
construction, maintenance, rehabilitation or alteration of the Property or any
of the Improvements, for which payment has not been paid in full, and no
contractor, subcontractor or other party has any claim for payment of any of the
same or the right to place a lien against the Property therefor. To the extent
said claims exist, they shall be satisfied prior to Closing.

       

      5.1.14.
To the best of Seller's knowledge, the Property and the current use, occupation
and condition thereof do not violate any applicable deed restrictions or other
covenants, restrictions or agreements, including without limitation any of the
Permitted Exceptions, applicable to the Property.

       

      5.1.15.
The Schedule of Leases attached hereto as Exhibit 1.1.6 is a
true, accurate and complete list of all of the Leases and all amendments,
supplements and modifications thereof, affecting the Property as of the
Effective Date.

       

      5.1.16.
The Rent Roll attached hereto as Exhibit 5.1.16
accurately describes the information set forth therein with respect to all of
the Leases affecting the Property, and, to the best of
Seller's knowledge, all information contained therein is true and correct, as of
the Effective Date.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      5.1.17.
Except for the Leases and the Contracts described in Exhibit 3.5, there
are no commitments, contracts, licenses, options or other agreements of any kind
affecting or relating to the Property. Seller has heretofore delivered to
Purchaser true and complete copies of each of the Contracts, including all
amendments and modifications thereto. Each of the Contracts is presently in full
force and effect, and, to Seller's knowledge, no party thereto is in default
beyond any applicable cure periods.

       

      5.1.18.
Except to the extent identified in (i) that certain Phase I Environmental Site
Assessment Report prepared by PSI Environmental Geotechnical Construction dated
July, 1997; (ii) that certain report prepared by CTGroup Environmental, LLC
dated July 2, 2003; and (iii) the Phase I Environmental Site Assessment to be
prepared by ECC, Inc. for the benefit of Purchaser (collectively, the
"Environmental Reports"), Seller has no knowledge of the existence of any
Hazardous Materials or any above-ground or underground storage tanks in, on,
under or about the Property whether or not in violation of any Environmental
Laws, and Seller has not, and, to the best of Seller's knowledge, no other
person or entity has, generated, stored, manufactured, processed, treated,
spilled, released or disposed of any Hazardous Materials on the Property, or
transported Hazardous Materials to or from the Property. Seller has not received
any notice from any governmental authority inquiring about, seeking to
investigate, or claiming the existence of, any Hazardous Materials on, under or
about the Property. To Seller's knowledge, there are no filings of an
environmental nature with respect to the Property required to be filed with any
federal, state and local regulatory agencies. The term "Hazardous Materials" as
used herein shall mean any product, substance, chemical, material or waste
(including biomedical waste products) whose presence, nature, quantity and/or
intensity of existence, use, manufacture, processing, treatment, storage,
disposal, transportation, spill, release or effect, either by itself or in
combination with other materials on or expected to be on the Property, is either
(a) potentially injurious to public health, safety, welfare, or the environment,
or to the Property; (b) regulated, monitored, or subject to reporting by any
governmental authority; or (c) a basis for potential liability to any
governmental agency or a third party under any applicable Environmental Laws.
Without limiting the foregoing, the term "Hazardous Materials" includes, but is
not limited to, hydrocarbons, petroleum, gasoline, asbestos containing
materials, crude oil or any products or byproducts thereof; provided, however,
that the term "Hazardous Materials" shall not include de minimus amounts of
biomedical waste, gasoline, motor oil and/or standard cleaning and office
supplies used in the ordinary course of business on the Property, the Release of
which does not require reporting to any governmental authority or response or
remediation under any applicable Environmental Laws. As used herein, the term
"Release" shall have the same meaning as such term in Section 101(22) of the
Comprehensive Environmental Response and Liability Act ("CERCLA"), 42 U.S.C.
9601(22). The term "Environmental Laws" as used herein shall mean all federal,
state and local laws, ordinances, rules, regulations, codes or orders,
including, without limitation, any requirement imposed under any permits,
licenses, judgments, decrees, agreements or recorded covenants, conditions,
restrictions or easements, the purpose of which is to protect the environment,
human health, public safety or welfare, or which pertain to Hazardous Materials.
Seller will immediately give Purchaser notice of any information or notice of
which Seller becomes aware from and after the Effective Date to the Closing
Date, which pertain to the existence of (a) any Hazardous Materials on the
Property, or (b) any violation of Environmental Laws.

       

      5.1.19.
Seller is a "United States Person" within the meaning of Section 1445(f)(3) of
the Internal Revenue Code, as amended, and is not a "disregarded entity" as
defined in Section 1445-2(b)(2)(iii) of the Internal Revenue Code.

       

      5.1.20.
There are no outstanding purchase contracts, options or any other agreements of
any kind, written or oral, recorded or unrecorded, whereby any person or entity
other than the Seller has acquired or has any basis to assert any lien (except
those that shall be discharged by Seller at Closing), right, title or interest
in, or right to possession, use, enjoyment or proceeds of all or any portion of
the Property, except the Permitted Exceptions.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      5.1.21. 
Neither Seller, nor, to the best of Seller's knowledge, any of its affiliates,
nor any
of their respective partners, members, shareholders or other equity owners, and
none of their respective employees, officers, managers or directors,
representatives or agents is a person or entity with whom U.S. persons or
entities are restricted from doing business under regulations of the Office of
Foreign Asset Control ("OFAC") of the Department of the Treasury (including
those named on OFAC's Specially Designated and Blocked Persons List) or under
any statute, executive order (including the September 24, 2001, Executive Order
Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten
to Commit, or Support Terrorism), or other governmental action.

       

      5.1.22.
Seller shall undertake commercially reasonable measures to ensure that neither
Seller nor its members, managers, officers, employees, agents, contractors
discloses or uses information regarding this Agreement in violation of Sections
12.6 and 12.15 hereinbelow.

       

      5.1.23.
Subject to Section 10.2, below, Seller agrees to indemnify Purchaser and hold
Purchaser harmless and defend Purchaser from and against any and all actual
loss, cost, claims, liabilities, damages and expenses, including, without
limitation, reasonable third party attorneys' fees and expenses, to the extent
arising as the result of a material breach of any of the representations,
warranties, covenants, agreements or obligations of Seller set forth in this
Agreement. Notwithstanding anything to the contrary contained herein, Purchaser
acknowledges that Purchaser shall not be entitled to rely on any representation
made by Seller to the extent that prior to or at the Approval Date, Purchaser
shall have or obtain actual knowledge of any information that was contradictory
to such representation or warranty, yet despite such knowledge chose to close on
this transaction.

       

      5.2.
By Purchaser.
Purchaser represents and warrants to Seller as of the Effective Date
that:

       

      5.2.1.
Purchaser is a corporation validly existing and organized under and by virtue of
the laws of the State of New York. Purchaser has (i) the power, right and
authority to enter into and perform all of the obligations required of Purchaser
under this Agreement and the instruments and documents referenced herein, and to
consummate the transaction contemplated hereby, (ii) taken all requisite action
and obtained all requisite consents, releases and permissions in connection with
entering into this Agreement and the instruments and documents referenced herein
or required under any covenant, agreement, encumbrance, law or regulation with
respect to the obligations required hereunder, including, without limitation,
the receipt of any and all approvals and/or consents authorizing Purchaser to
purchase from Seller the Property pursuant to the terms and provisions of this
Agreement. No consent of any other party is required for the performance by
Purchaser of its obligations hereunder.

       

      5.2.2.
This Agreement is, and all agreements, instruments and documents to be executed
and delivered by Purchaser pursuant to this Agreement shall be, duly authorized,
executed and delivered by Purchaser. This Agreement is, and all agreements,
instruments and documents to be executed and delivered by Purchaser pursuant to
this Agreement shall be, valid and legally binding upon Purchaser and
enforceable in accordance with their respective terms. Neither the execution of
this Agreement nor the consummation of the transactions contemplated hereby does
now constitute or shall result in a breach of, or a default under, any
agreement, document, instrument or other obligation to which Purchaser is a
party or by which Purchaser may be bound.

       

      5.2.3.
Neither the execution of this Agreement nor the consummation of the transactions
contemplated hereby does now constitute or shall result in a breach of, or a
default under, any agreement, document, instrument or other obligation to which
Purchaser is a party or by which Purchaser may be bound, or any law, statute,
ordinance, rule, governmental regulation or any writ, injunction, order or
decree of any court or governmental body, applicable to Purchaser or to the
Property.

       

      5.2.4. No
petition in bankruptcy (voluntary or otherwise), assignment for the benefit of
creditors, or petition seeking reorganization or arrangement or other action
under Federal or state bankruptcy law is pending against or, to the best of
Purchaser's knowledge, threatened against, or contemplated by,
Purchaser.

       

      
        
          
          

        

        
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      5.2.5.
Subject to Section 10.1, below, Purchaser agrees to indemnify Seller and hold
Seller harmless and defend Seller from and against any and all loss, cost,
claims, liabilities, damages and expenses, including, without limitation,
reasonable third party attorneys' fees and expenses, to the extent arising as
the result of a breach of any of the representations, warranties, covenants,
agreements or obligations of Purchaser set forth in this Agreement.

       

      5.3.
Broker. Seller
and Purchaser each acknowledge that Trust Properties, Inc. ("Broker") represents
the Seller, and Seller and Purchaser each represent to the other that it has had
no dealings, negotiations, or consultations with any broker, representative,
employee, agent or other intermediary in connection with the sale of the
Property, other than Broker. Seller represents to Purchaser that Broker will be
compensated by Seller under separate written agreement. Seller and Purchaser
each agree to indemnify, defend and hold harmless the other from and against the
claims of any broker(s), representative(s), employee(s), agent(s) or other
intermediary(ies) claiming to have represented such party or otherwise to be
entitled to compensation in connection with this Agreement or in connection with
the sale of the Property in breach of such party's foregoing representation.
This mutual indemnity shall survive Closing and any termination of this
Agreement.

       

      5.4. Survival. All of the
representations of Seller and Purchaser made in this Agreement and in any other
instrument or agreement entered into in connection herewith, the indemnity
obligations of Purchaser contained in Sections 3.2, 5.2.5 and 5.3, and of Seller
contained in Sections 5.1.23 and 5.3, and any provision of the Agreement that
provides for performance, observance or payment after the Closing, shall survive
recordation of the Deed and Closing hereunder for a period of one (1) year from
the Closing Date, after which no suit, action or other claim may be initiated
with respect to such matters.

       

      
        	
                6.

              	
                CONDITIONS
      PRECEDENT TO CLOSING.

              


      

       

      6.1.
Conditions. The
obligation of Purchaser to consummate the acquisition of the Property hereunder
is subject to the full and complete satisfaction of each of the following
conditions precedent (collectively, the "Conditions Precedent"):

       

      6.1.1.
The representations and warranties of Seller contained in this Agreement shall
be true, complete and accurate, in all material respects, on and as of the date
hereof and the Closing Date as if the same were made or re-made on and as of the
Closing Date.

       

      6.1.2.
There shall not have been filed by or against Seller at any time prior to or on
the Closing Date any bankruptcy, reorganization or receiver
petition.

       

      6.1.3.
Title to the Property shall be in the condition required by this Agreement and
shall be insurable at ordinary rates.

       

      6.1.4.
Seller shall have performed each and every obligation and covenant of Seller to
be performed hereunder except to the extent waived by Purchaser in
writing.

       

      6.1.5.
Except as expressly permitted under this Agreement, Seller shall not have
entered into any New Leases, or amended, modified, supplemented or terminated
any Existing Leases, without the prior written consent of
Purchaser.

       

      6.1.6.
Seller shall have kept in full force and effect with respect to the Property the
policies of insurance in effect at the execution of this Agreement.

       

      6.1.7.
Subject to the provisions of Section 9.1, below, the Property shall be in the
same condition that it was in on the Effective Date, excepting normal wear and
tear and any invasive testing performed by Purchaser pursuant to Section 3.2,
above, and Seller shall have operated and maintained the Property in a manner
consistent with commercially reasonable standards, made all repairs and/or
replacements in connection therewith (excepting repair and/or replacement
obligations of any tenants under any of the Leases or of Purchaser under Section
3.2, above), and all costs and expenses related thereto shall have been paid in
full.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      6.1.8.
Seller shall not have entered into any new Contracts or amended, modified,
supplemented or terminated any of the Assumed Contracts, without the prior
written consent of Purchaser.

       

      6.1.9.
Except as otherwise provided herein, (i) Seller shall have complied with all
laws, rules, regulations, ordinances, judgments, statutes or orders relating to
the ownership, operation and maintenance of the Property, and (ii) Seller shall
not have taken any action, or omitted to take any required action, which could
give rise to a violation of any of same and shall have kept all requisite
Entitlements in full force and effect and shall have taken all requisite action
necessary to transfer or assign the Entitlements to Purchaser upon
Closing.

       

      6.1.10.
Seller shall have obtained from tenants occupying, in the aggregate, at least
seventy-five percent (75%) of the occupied space of the Building an estoppel
certificate ("Estoppel Certificate") in the form attached hereto as Exhibit 6.1.10 or as
may be required by Purchaser's lender, which Estoppel Certificate shall (a)
confirm, and not in any way materially deviate from, the information contained
in the Rent Roll attached hereto as Exhibit 5.1.16 and
(b) confirm that such tenant possesses all licenses, permits and governmental
authorizations required to carry out its business operation within the
premises.

       

      6.1.11.
To the extent applicable, Seller shall have caused to be transferred to
Purchaser
all Non-Cash Security Deposits (hereinafter defined) posted by tenants under
their respective Leases, unless the same have been applied by Seller in good
faith, with Purchaser's reasonable prior written approval thereof, upon a
default beyond any applicable notice and cure periods by the respective
tenant.

       

      6.1.12.
From the Approval Date through the Closing Date and except as otherwise
permitted under the Agreement, there shall be no flammable or explosive
materials, petroleum or petroleum products, natural gas or synthetic gas usable
for fuel, radioactive materials, asbestos, radon, PCBs or any other toxic wastes
or substances, including, without limitation, any Hazardous Materials Released
on the Property (including the land, surface and subsurface soil, surface water,
ground water and improvements, if any). From the Approval Date through the
Closing Date, there shall be no new Releases of Hazardous Materials or hazardous
conditions in the vicinity of the Property which would, in Purchaser's
reasonable discretion, adversely affect the marketability of the
Property.

       

      6.1.13.
No part of the Property shall have been acquired by authority of any
governmental agency in the exercise of its power of eminent domain, by purchase
in lieu thereof, or by dedication (except at the request of
Purchaser).

       

      6.1.14.
There shall be no special assessments or surcharges imposed by any governmental
authority or utility company against the Property and/or the owner(s) of the
Property; provided, however, that increases in real estate tax rates, whether in
general or specifically applicable to commercial property, whether for use in
the Fairfax County general fund or for transportation earmarks, shall not be
deemed to be a special assessment or surcharge hereunder.

       

      6.2. Waiver of Conditions
Precedent. Purchaser shall have the right to waive some or all of the
foregoing conditions in its sole and absolute discretion; provided, however,
that no such waiver shall be effective or binding on Purchaser unless it is in
writing and executed by an authorized officer of Purchaser.

       

      
        	
                7.

              	
                CLOSING
      COSTS AND PRORATIONS.

              


      

       

      7.1.
Purchaser's
Costs. Purchaser will pay the following costs of closing this
transaction:

       

      7.1.1.
All recordation taxes and fees due in connection with the recordation of the
Deed;

       

      7.1.2.
The costs of preparation of the Deed;

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      7.1.3.
All premiums, fees and costs associated with the issuance of the Title
Policy;

       

      7.1.4.
One-half (1/2) of all settlement fees approved by Purchaser and other charges of
the Title Company due in connection with the closing of this transaction which
are attributable to Purchaser;

       

      7.1.5.
The fees and disbursements of Purchaser's counsel and any other expense(s)
incurred by Purchaser or its representative(s) in inspecting or evaluating the
Property or closing this transaction;

       

      7.1.6.
Any and all costs and expenses in connection with obtaining financing for the
purchase of the Property, including without limitation any recordation and
transfer taxes required to be paid upon the recordation of any deed of trust,
mortgage or other security agreement executed and recorded in connection with
such financing; and

       

      7.1.7.
One-half (1/2) of the Escrow Agent's fee; provided, however, that if Purchaser
terminates this transaction, Purchaser shall pay all of the Escrow Agent's
fee.

       

      
        7.2.
Seller's Costs.
Seller will pay the following costs of closing this transaction:

         

        7.2.1.
The Virginia Grantor's Tax;

      

       

      7.2.2.
The Congestion Relief Fee (if applicable);

       

      7.2.3.
One-half (1/2) of all settlement fees approved by Seller and other charges of
the Title Company due in connection with the closing of this transaction which
are attributable to Seller;

       

      7.2.4.
The fees and disbursements of Seller's counsel;

       

      7.2.5.
All release fees and other charges required to be paid in order to release from
the Property the lien of any encumbrance, lien or other title exceptions other
than Permitted Exceptions, including, without limitation, mortgages or other
security interests which Seller is obligated to remove pursuant to the terms of
this Agreement; and

       

      7.2.6.
Subject to Section 7.1.7, one-half (1/2) of the Escrow Agent's Fee.

       

      7.3.
Prorations. All
revenues and expenses, including, but not limited to, rents and any other
amounts paid by tenants, any personal property taxes, installment payments of
special assessment liens, sewer charges, utility charges and normally prorated
operating expenses billed or paid as of the Closing Date shall be prorated as of
11:59 p.m., Washington, D.C. time, on the day before the Closing Date and shall
be adjusted against the Purchase Price due at Closing, provided that within
sixty (60) days after Closing, Purchaser and Seller will make a further
adjustment for such rents, taxes or charges which may have accrued or been
incurred prior to the Closing Date, but not received or paid at that
date.

       

      7.4.
Security
Deposits. At Closing, Seller shall credit against the Purchase Price an
amount equal to the balance of all cash security, damage or other deposits paid
by any of the tenants to secure their respective obligations under the Leases as
set forth on the Rent Roll attached hereto as Exhibit 5.1.16, unless
otherwise permitted pursuant to Section 4.9 of this Agreement. Seller represents
that there are no letters of credit, bonds, notes or other instruments
constituting security deposits ("Non- Cash Security Deposits") under any of the
Leases.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      7.5.
Taxes and
Impositions. General real estate taxes and special assessments relating
to the Property payable during the year in which Closing occurs shall be
prorated with respect to the Property as of the Closing Date. If Closing shall
occur before the actual taxes and special assessments payable during such year
are known, the apportionment of taxes shall be upon the basis of taxes for the
Property
payable during the immediately preceding year; provided that, if the taxes and
special assessments payable during the year in which Closing occurs are
thereafter determined to be more or less than the taxes payable during the
preceding year (after any appeal of the assessed valuation thereof is
concluded), Seller and Purchaser promptly shall adjust the proration of such
taxes and special assessments, and Seller or Purchaser, as the case may be,
shall pay to the other any amount required as a result of such adjustment and
this covenant shall not merge with the Deed delivered hereunder but shall
survive the Closing.

       

      7.6.
In General. Any
other costs or charges of closing this transaction not specifically mentioned in
this Agreement shall be paid and adjusted in accordance with local custom in
Fairfax County, Virginia.

       

      7.7.
Purpose and
Intent. Except as expressly provided herein, the purpose and intent as to
the provisions for prorations and apportionments set forth in this Section 7 and
elsewhere in this Agreement is that Seller shall bear all expenses of ownership
and operation of the Property and shall receive all income therefrom accruing
through 11:59 p.m. on the day preceding the Closing and Purchaser shall bear all
such expenses and receive all such income accruing thereafter.

       

      7.8.
Purpose and
Intent. All rents or other amounts received by Purchaser from any tenant
which owes rent under its Lease for any period occurring prior to Closing which
are received by Purchaser ("Overdue Rents") after Closing, shall be applied by
Purchaser first to the account of Purchaser for amounts then currently or past
due and owing to Purchaser by the tenant from whom the rent in question was
received, and the balance of any such funds shall be remitted by Purchaser to
Seller in payment of such Overdue Rents. Purchaser shall have no obligation to
collect, or to attempt to collect any Overdue Rents from any of the tenants
under the Leases or from any other party owing any amounts in respect to their
use of the Property during any period prior to Closing; provided, however, that
Purchaser shall act in good faith to promptly deliver any Overdue Rents to
Seller pursuant to the immediately preceding sentence. Seller shall have no
right to take any action against any of the tenants in possession of any portion
of the Property as of the Effective Date (or against any guarantors of the
obligations of such tenants under any Lease) to collect any Overdue Rents or to
otherwise exercise any remedy provided under a Lease in respect to any default
or alleged default by such tenant occurring prior to Closing. Purchaser's
obligations under this Section 7.8 to remit Overdue Rent to Seller shall
terminate and shall be of no further effect from and after the date which is
three (3) months after the Closing Date.

       

      
        	
                8.

              	
                CLOSING
      AND ESCROW.

              


      

       

      8.1. Seller's Deliveries.
Seller shall deliver at Closing the following original documents, each executed
and, if required, acknowledged:

       

      8.1.1. A
special warranty deed, in the form attached hereto as Exhibit
8.1.1  (the "Deed"), conveying title to Purchaser of the Real
Property, subject only to the Permitted Exceptions.

       

      8.1.2. A
bill of sale, in the form attached hereto as Exhibit 8.1.2 (the
"Bill of Sale"), conveying to Purchaser the Entitlements and any Personal
Property at the Property.

       

      8.1.3.
(a) Originals, if under Seller's possession or control, or copies of the
Existing Leases described in Section 1.1.6 hereof which are still in effect as
of Closing and any New Leases approved by Purchaser and entered into pursuant to
Section 4.7 hereof; (b) a current listing of any tenant security deposits and
prepaid rents held by Seller with respect to the Property, certified by an
officer of Seller to the satisfaction of Purchaser; (c) an assignment of the
Leases described in subsection (a), above, security deposits, and prepaid rents
by way of an assignment and assumption agreement, in the form attached hereto as
Exhibit 8.1.3
(the "Assignment of Leases"), assigning to Purchaser Seller's rights, title and
interest in and to the Leases and Security Deposits affecting the Property; (d)
originals of any Non-Cash Security Deposits under any of the Leases which are
transferable without the consent of any third party, endorsed by Seller to
Purchaser or Purchaser's order, without recourse; and (e) to the extent not
assignable without the consent of any third party, originals
of any such letters of credit, bonds, notes or other documents representing
security deposits under any of the Leases, together with the assignments,
consents or approvals necessary to make such transfer or assignment to Purchaser
permissible or legal, or, if any applicable consents have not been procured as
of the Closing Date, copies of such letters of credit, bonds, notes or other
documents, pending the completion of the consent, approval or assignment
process, subject to the escrow requirements of Section 7.4.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      8.1.4.
Originals, if under Seller's possession or control, or copies of all of the
Assumed Contracts relating to the Property which Purchaser has elected to assume
pursuant to the terms hereof; and (b) an assignment of such Contracts to
Purchaser by way of an assignment and assumption agreement, in the form attached
hereto as Exhibit
8.1.4 (the "Assignment of Contracts"), conveying to Purchaser Seller's
rights, title and interest in and to the Assumed Contracts attributable to the
Property.

       

      8.1.5.
Originals, if under Seller's possession or control, or copies of all Warranties
then in effect, if any, with respect to the Property or to the Improvements or
any repairs or renovations to such Improvements and Personal Property; and (b)
an assignment of all such warranties and guarantees being conveyed hereunder, in
the form attached hereto as Exhibit 8.1.5,
conveying to Purchaser Seller's rights, title and interests in and to the
Warranties attributable to the Property.

       

      8.1.6.
All books and records relating to the Property held by or for the account of
Seller.

       

      8.1.7. An
affidavit pursuant to the Foreign Investment and Real Property Tax Act, in the
form attached hereto as Exhibit
8.1.7.

       

      8.1.8. A
certification by Seller in the form of Exhibit 8.1.8,
restating and certifying that the representations and warranties made in
Sections 5.1 and 5.3 hereof are true and accurate on the Closing
Date.

       

      8.1.9.
Evidence of Seller's authority, and the authority of the person executing the
Deed and the other documents at Closing on behalf of Seller, acceptable to
Purchaser and the Title Company, to enter into the transactions contemplated by
this Agreement.

       

      8.1.10.
An "owner's affidavit", in form reasonably acceptable to Purchaser and the Title
Company and sufficient for the Title Company to delete any exceptions for (a)
mechanics' or materialmen's liens arising from work at the Property which is the
responsibility of Seller hereunder, (b) parties in possession, other than
tenants as tenants only, and, (c) matters not shown in the public
records.

       

      8.1.11. A
settlement statement (the "Settlement Statement"), prepared by the Title
Company.

       

      8.1.12.
All Estoppel Certificates received by Seller from tenants of the Property as
required under Section 6.1.10, above.

       

      8.1.13.
Transfer and Recordation Tax Declarations, or other similar documents required
to be executed in connection with the recordation of the Deed.

       

      8.1.14.
Tenant notification letters, in the form attached hereto as Exhibit 8.1.14, to
each of the tenants under the Leases, notifying each such tenant that the
Property has been conveyed to Purchaser and directing each tenant to make all
payments of rent and to send any notices or other correspondence regarding their
respective Leases to the persons and addresses to be determined by Purchaser and
specified in each such letter, on and after the Closing Date.

       

      8.1.15.
Letters to contractors, to the extent Purchaser is assuming their Contracts, and
utility companies serving the Property, in the form attached hereto as Exhibit 8.1.15,
advising them of
the sale of the Property to Purchaser and directing to Purchaser all bills for
the services provided to the Property on and after the Closing
Date.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      8.1.16.
An updated Rent Roll for the Building, certified by Seller as true, accurate and
complete as of a date no earlier than one (1) business day prior to the Closing
Date.

       

      8.1.17.
All of Seller's property files relating to the operation of the Property,
including, without limitation, the originals of all tenant files and
correspondence, including all original Leases to the extent that they are in
Seller's possession or control.

       

      8.1.18.
Such other documents as may be reasonably requested by Purchaser and/or Title
Company in order to consummate the transaction contemplated in this
Agreement.

       

      8.2.
Purchaser's
Deliveries. At the Closing, Purchaser shall (a) pay Seller the Purchase
Price as required by, and in the manner described in, Section 2 hereof, and (b)
execute and deliver the following documents:

       

      8.2.1.
The Assignment of Leases.

       

      8.2.2.
The Assignment of Assumed Contracts.

       

      8.2.3. A
certification by Purchaser in the form of Exhibit 8.2.5,
restating and certifying that the representations and warranties made in
Sections 5.2 and 5.3 hereof are true and accurate on the Closing
Date.

       

      8.2.4.
Evidence of Purchaser's authority, and the authority of the person executing any
documents at Closing on behalf of Purchaser, acceptable to Seller and the Title
Company, to enter into the transactions contemplated by this
Agreement.

       

      8.2.5.
The Settlement Statement.

       

      8.2.6.
Transfer and Recordation Tax Declarations, or other similar documents required
to be executed in connection with the recordation of the Deed.

       

      8.3.
Possession.
Purchaser shall be entitled to possession of the Property at the conclusion of
the Closing.

       

      
        	
                9.

              	
                DAMAGE,
      DESTRUCTION AND CONDEMNATION.

              


      

       

      9.1.
Damage and
Destruction. Except as provided herein, Seller assumes all risk of loss
or damage to the Property by fire or other casualty, not otherwise caused by
Purchaser, until the Deed is properly recorded among the appropriate public
records. If at any time on or prior to the Closing Date any portion of the
Property is destroyed or damaged as a result of fire or any other cause
whatsoever, Seller shall promptly give written notice thereof to Purchaser. In
the event that (a) the total cost to repair or restore such destruction or
damage, as determined by Seller's insurance claim adjuster, exceeds $100,000,
and/or (b) the estimated time to restore or repair such destruction or damage,
as determined by Seller's insurance claim adjuster, exceeds ninety (90) days,
and/or (c) any tenant under any of the Leases has the right to terminate its
lease as a result of the damage or destruction of the Property, Purchaser shall
have the right to terminate this Agreement by written notice to Seller within
ten (10) days following the date upon which Purchaser receives Seller's written
notice of the destruction or damage. If (i) such destruction or damage can be
repaired or restored for $100,000 or less, and can be repaired in less than
ninety (90) days or if no tenant has terminated its lease as a result of the
damage or destruction to the property, or (ii) the cost of such repair or
restoration shall exceed $100,000, and/or the time to complete the repair and
restoration of the Property shall exceed ninety (90) days, but Purchaser does
not elect to so terminate this Agreement within said ten (10) day period, this
Agreement shall remain in full force and effect and the parties shall proceed to
Closing without any reduction or adjustment in the Purchase Price, except that
all insurance proceeds will be assigned to Purchaser and Seller will pay to
Purchaser any deductible under Seller's insurance policy.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      9.2.
Condemnation.
Notwithstanding any provision to the contrary contained in this Agreement, in
the event, at any time on or prior to the Closing Date, any action or proceeding
is filed, under which the Property, or any portion thereof, may be taken
pursuant to any law, ordinance or regulation or by condemnation or the right of
eminent domain, Seller shall promptly give to Purchaser written notice thereof
(which notice shall describe the type of action being taken against the
Property, and which portions of the Property will be affected thereby), together
with a true and complete copy of any writing received by Seller in respect
thereto, and Purchaser shall have the right to terminate this Agreement by
written notice to Seller within ten (10) days following the date of Seller's
written notice of such action or proceeding, and demand and receive the return
of the Deposit without any right by the Seller to object to, or delay, such
return. If Purchaser does not elect to so terminate this Agreement within said
ten (10) day period, this Agreement shall remain in full force and effect and
the parties shall proceed to Closing without any reduction or adjustment in the
Purchase Price, except that all condemnation proceeds will be assigned to
Purchaser at Closing.

       

      
        	
                10.

              	
                DEFAULT
      AND REMEDIES.

              


      

       

      10.1.
Purchaser
Default. lf, after the Approval Date, Purchaser shall fail or refuse to
purchase the Property in violation of Purchaser's obligations hereunder for any
reason other than a default by Seller under this Agreement or a failure of
condition including the Conditions Precedent to Closing pursuant to Section 6,
above, and provided that Seller is then ready, willing and able to proceed to
Closing, has performed all of its material obligations hereunder and all
Conditions Precedent to Closing hereunder have been satisfied (and Seller's
delivery of its documents required for Closing into escrow pending Purchaser's
performance shall be deemed to satisfy the foregoing requirements), Seller shall
have as its sole remedy the right to terminate this Agreement and receive the
full amount of the Deposit and all interest earned thereon pursuant to the
Escrow Agreement. Seller and Purchaser acknowledge and agree that (a) it would
be extremely difficult to accurately determine the amount of damages suffered by
Seller as a result of Purchaser's default hereunder; (b) the Deposit constitutes
a fair and reasonable amount to be received by Seller as agreed and liquidated
damages for Purchaser's default under this Agreement, as well as a fair,
reasonable and customary amount to be paid as liquidated damages to a seller in
an arm's length transaction of the type contemplated by this Agreement upon a
default by the purchaser thereunder; (c) receipt by Seller of the Deposit upon
Purchaser's default hereunder shall not constitute a penalty or a forfeiture;
and (d) Seller waives all other claims for damages except for any claims of
indemnification which survive termination of this Agreement.

       

      10.2.
Seller Default.
In the event that Purchaser is then ready, willing and able to proceed to
Closing and has performed all of its material obligations hereunder, and: (a)
Seller shall fail to sell, transfer and assign the Property to Purchaser for any
reason when obligated to do so under this Agreement (other than as occasioned by
Purchaser's default of its obligations hereunder), and/or (b) Seller shall fail
to perform any other material obligation of Seller hereunder, and/or (c) Seller
shall materially breach any warranty, or misrepresent any representation, made
or granted by Seller under this Agreement or any document or instrument given in
connection herewith, and if Seller shall fail to cure any of the same within the
earlier of (i) two (2) business days prior to the Outside Date, or (ii) fifteen
(15) days following Purchaser's written notice thereof, describing such
misrepresentation, performance failure or breach in reasonable detail and the
same is not barred by the provisions of Section 5.4, above, Purchaser shall be
entitled, as its sole remedies hereunder, to: (x) seek specific performance of
such obligation, warranty or representation, (y) terminate this Agreement and
demand and receive the return of the Deposit pursuant to the Escrow Agreement,
to the extent that Closing has not yet occurred, or (z) to the extent that
Closing has occurred, institute any action available to Purchaser at law or in
equity to recover its actual and consequential damages as a result of such
performance failure, breach or misrepresentation by Seller, where said damages
(exclusive of attorneys' fees) shall be limited to $250,000. The foregoing
limitation on damages shall not apply in the event that a court of competent
jurisdiction determines that Purchaser's damages result fraud by
Seller.

       

      10.3.
Attorneys'
Fees. Notwithstanding anything to the contrary in this Agreement, in the
event that either Seller or Purchaser, as the case may be, shall bring a lawsuit
against the other party for breach of such party's obligations under this
Agreement, the losing party shall pay the prevailing party's costs and expenses
incurred in connection with such litigation, including without limitation
reasonable attorneys' fees; provided however, that such costs and expenses shall
not exceed that amount determined
by the court to bear a reasonable relationship to the substance of the issues in
dispute on which the prevailing party has succeeded, and the remedy granted to
the prevailing party. The "prevailing party" shall be determined by the court
hearing such matter.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      11. NOTICES. Any notice required
or permitted to be given hereunder must be in writing and shall be deemed to be
given (a) when hand delivered, or (b) one (1) business day after pickup by
United Parcel Service (Overnight) or Federal Express, or another similar
overnight express service, or (c) when transmitted by email, telecopy or
facsimile, provided that a counterpart of such notice is also delivered within
one (1) business day thereof pursuant to one of the two manners specified in
Sections 11(a) or 11(b), above, in any case addressed to the parties at their
respective addresses set forth below:

       

      If to
Purchaser:

       

      Gyrodyne
Company of America, Inc.

      1
Flowerfield

      Suite
24

      St.
James, NY 11780

      Attn:
Peter Pitsiokos

      Fax:
(631) 584-7075

      Email: ppitsiokos@gyrodyne.com

       

      With a Copy
to:

       

      Vorys,
Sater, Seymour and Pease LLP

      277 South
Washington Street, Suite 310

      Alexandria,
VA 22314

      Attn:
Andrew F. Palmieri, Esquire

      Fax:
(703) 518-2762

      Email: afpalmieri@vorys.com

       

      If to
Seller:

       

      Fairfax
Medical Center, LLC

      c/o Chung
& Press, P.C.

      6718
Whittier Avenue, Suite 200

      McLean,
VA 22101

      Attn:
Philip K. Chung, Esquire

      Fax:
(703) 734-0590

      Email: pchung@chung-press.com

       

      or in
each case to such other address as either party may from time to time designate
by giving notice in writing pursuant to this Section 11 to the other party.
Telephone numbers are for informational purposes only. Effective notice will be
deemed given only as provided above, except as otherwise expressly provided in
this Agreement.

       

      
        	
                12.

              	
                MISCELLANEOUS.

              


      

       

      12.1.
Entire
Agreement. This Agreement, together with the Schedules and Exhibits
attached hereto, all of which are incorporated by reference, supersedes all
other agreements (oral or written) between the parties hereto and constitutes
the entire agreement between the parties with respect to the subject matter
hereof, and no alteration, modification or interpretation hereof shall be
binding unless in writing and signed by both parties.

       

      12.2.
Severability.
If any provision of this Agreement or its application to any party or
circumstances
shall be determined by any court of competent jurisdiction to be invalid and
unenforceable to any
extent, the remainder of this Agreement or the application of such provision to
such person or circumstances,
other than those as to which it is so determined invalid or unenforceable, shall
not be affected
thereby, and each provision hereof shall be valid and shall be enforced to the
fullest extent permitted by law.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      12.3.
Applicable Law.
This Agreement shall be construed and enforced in accordance with the internal
laws of the Commonwealth of Virginia.

       

      12.4.
Assignment.
Purchaser shall not have any right to assign its rights or obligations under
this Agreement without the prior written consent of Seller; provided, however,
Seller's consent shall not be required for any assignment by Purchaser of its
rights and obligations under this Agreement to any person or entity that is an
Affiliate of Purchaser. For purposes of this Section 12.4, an "Affiliate" shall
be (i) a business entity in which Purchaser holds at least twenty-five percent
(25%) of the total equity interests of such entity; (ii) a wholly-owned
subsidiary of Purchaser; or (iii) an entity that is otherwise owned or
controlled directly or indirectly by Purchaser. "Control" as used herein shall
mean the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of the entity in question, whether
through ownership of voting securities or by contract. In the event of an
assignment of this Agreement by Purchaser to an Affiliate, Purchaser shall
promptly deliver to Seller evidence of the assignment and satisfaction of the
elements required to establish that the assignee is an Affiliate of Purchaser.
Any assignment or attempted assignment of this Agreement or the rights and
obligations hereunder other than strictly in accordance with the provisions of
this Section 12.4 shall be null and void and of no force or effect.

       

      12.5.
Successors
Bound. This Agreement shall be binding upon and inure to the benefit of
Purchaser and Seller and their respective successors and permitted
assigns.

       

      12.6.
No Public
Disclosure. Prior to Closing, Seller shall not issue or permit any press
releases or other dissemination of information to the media or responses to
requests from the media for information relating to the transaction contemplated
herein without the prior written consent of Purchaser.

       

      12.7.
Captions;
Interpretation. The captions in this Agreement are inserted only as a
matter of convenience and for reference and in no way define, limit or describe
the scope of this Agreement or the scope or content of any of its provisions.
Whenever the context may require, words used in this Agreement shall include the
corresponding feminine, masculine, or neuter forms, and the singular shall
include the plural and vice versa. Unless the context expressly indicates
otherwise, all references to "Section" are to sections of this
Agreement.

       

      12.8.
No Partnership.
Nothing contained in this Agreement shall be construed to create a partnership
or joint venture between the parties or their successors in interest or
permitted assigns.

       

      12.9.
Counterparts.
This Agreement may be executed and delivered in any number of counterparts, each
of which so executed and delivered shall be deemed to be an original and all of
which shall constitute one and the same instrument. A facsimile or electronic
signature shall be deemed to be the equivalent of an original
signature.

       

      12.10.
Proper
Execution. The submission by Purchaser to Seller of this Agreement in an
unsigned form shall be deemed to be a submission solely for Seller's
consideration and not for acceptance and execution. Such submission shall have
no binding force and effect, shall not constitute an option or an offer, and
shall not confer any rights upon Seller or impose any obligations upon Purchaser
irrespective of any reliance thereon, change of position or partial performance.
The submission by Purchaser to Seller of this Agreement for execution by Seller
and the actual execution thereof by Seller and delivery to Purchaser by Seller
shall similarly have no binding force and effect on Purchaser unless and until
Purchaser shall have executed this Agreement and a counterpart hereof executed
by Purchaser and Seller shall have been delivered to Seller.

       

      12.11.
Waiver. No
waiver of any breach of any agreement or provision contained herein shall be
deemed a waiver of any preceding or succeeding breach of any other agreement or
provision herein contained. No extension of time for the performance of any
obligation or act shall be deemed an extension of time for the performance of
any other obligation or act.

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      12.12.
WAIVER OF JURY
TRIAL. EACH PARTY HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY
JURY.

       

      12.13.
Business Days.
If any date herein set forth for the performance of any obligations by Seller or
Purchaser or for the delivery of any instrument or notice as herein provided
should fall on a Saturday, Sunday or Legal Holiday (hereinafter defined), the
compliance with such obligations or delivery shall be deemed acceptable on the
next business day following such Saturday, Sunday or Legal Holiday. As used
herein, the term "Legal Holiday" shall mean any local or federal holiday on
which post offices are closed in the Commonwealth of Virginia.

       

      12.14.
Time of
Essence. Time is of the essence of this Agreement.

       

      12.15.
Confidentiality.
Neither party hereto shall, without the prior written consent of the other
party, disclose or provide a copy of this Agreement, or any part hereof, or any
of the agreements, covenants or transactions contained herein, or delivered in
connection herewith, to any third party (other than to each party's attorneys,
accountants, financial and other professional advisors, management agents,
lenders or to others as may be required to effectuate the consummation of the
transaction contemplated herein or by process of law), nor shall either party
use or share the information contained in this Agreement for purposes of trading
in registered securities of Purchaser, its parent, subsidiaries or
affiliates.

       

      [SIGNATURE
PAGE TO FOLLOW]

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      IN WITNESS WHEREOF, Seller has
executed this Purchase and Sale Agreement on the date set forth below, effective
as of the date first set forth above.

      
         

         

        SELLER:

         

        
          FAIRFAX
MEDICAL CENTER, LLC

        

        
          a
Virginia limited liability company

        

         

        By: 
/s/
John Son Chung

        
          John
Son Chung

            Managing
Member

          

        

         

        
          Date: 2-2-2009

        

      

       

       

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      
         

        IN WITNESS WHEREOF, Purchaser
has executed this Purchase and Sale Agreement on the date set forth below,
effective as of the date first set forth above.

         

        
          
             

            PURCHASER:

             

          

        

        
          GYRODYNE
COMPANY OF AMERICA, INC.

        

        
          a New
York corporation

        

         

        
          By:  /s/
Peter Pitsiokos, C.O.O.

          Peter
Pitsiokos

          Chief
Operating Officer

        

         

        
          Date: February 2,
2009

        

      

       

       

       

      24