AGREEMENT OF PURCHASE AND SALE

                         ------------------------------



     THIS AGREEMENT OF PURCHASE AND SALE ("Agreement"), is made this November 4,

2003 by and between N. HENRY STREET REALTY CO, LLC, a Virginia limited liability

company ("Seller") and CAPITAL ASSOCIATES MANAGEMENT, LLC, a North Carolina

limited liability company ("Purchaser").



                                    RECITALS:



     A. Seller is the owner of certain real property located in the City of

Alexandria, Commonwealth of Virginia, having a street address of 800 North Henry

Street, containing approximately 112,710 square feet of land area, more or less,

and as more particularly identified and described on Exhibit A, attached hereto

and made a part hereof (the "Land"), together with all currently existing and

future easements, rights, privileges, rights-of-way, hereditaments, tenements

and appurtenances belonging to the Land, all right, title and interest in and to

all open or proposed highways, streets, roads, avenues, alleys, easements,

strips, gores and rights of way, in, on, across, in front of, contiguous to,

abutting or adjoining the Land (collectively with the Land, the "Real

Property").



     B. There currently exist improvements on the Land comprised of one (1)

commercial office building (the "Building"), containing 75,700 rentable square

feet of space (together with all other improvements and infrastructure

associated therewith collectively, the "Improvements").



     C. A portion of the Building is leased to Wal-Mart Stores, Inc. on a

month-to-month basis (the "Wal-Mart Lease"). The Building is otherwise currently

one hundred percent (100%) leased to and occupied by On-Site Sourcing, Inc., a

Virginia corporation and an affiliate of Seller ("On-Site").



     D. Seller is the owner of certain intangible property used or useable in

connection with the Real Property, including, but not limited to Seller's

rights, if any, in and to all books, records, promotional material, leasing

prospects, plans, drawings, designs, surveys, warranties, trade names, licenses,

permits and authorizations used or useable in connection with any part of the

Real Property and/or Improvements (collectively, the "Intangible Property") (the

Real Property, Improvements and Intangible Property are sometimes collectively

referred to herein as the "Property").



     E. Seller is a party to those certain service and maintenance contracts

concerning the Property as are more particularly identified on Exhibit B

attached hereto (herein, the "Service Contracts").



     F. Purchaser desires to acquire the Property from Seller, and Seller

desires to sell the Property to Purchaser, in accordance with the terms and

conditions hereinafter set forth.



<PAGE>



     G. Following Seller's conveyance of the Property to Purchaser, Purchaser

desires to lease certain of the same Property to Seller, and Seller desires to

lease such property from Purchaser, in accordance with the terms and conditions

hereinafter set forth.



     NOW, THEREFORE, in consideration of the mutual promises of the parties

hereto, made one to another, and for other good and valuable consideration, the

receipt and sufficiency of which is hereby acknowledged, the parties hereto

agree as follows:



     1. Agreement of Purchase and Sale. Seller hereby agrees to sell and convey

the Property to Purchaser, and Purchaser hereby agrees to purchase the Property

from Seller, in accordance with the terms and provisions hereof.



     2. Title.



     (a) Title to the Property shall be good and marketable, of record and in

fact, free and clear of all occupancy agreements, liens, encumbrances and

encroachments and subject only to the operation and effect of the Permitted

Exceptions (as hereafter defined). "Permitted Exceptions" shall be deemed to

mean (i) the On-Site Lease (as defined in Section 11 hereof) and the Wal-Mart

tenancy (which Seller shall make reasonable efforts to convert to a sublease

under the On-Site Lease prior to Settlement, but in any event which tenancy

shall not extend beyond the term of the On-Site Lease), (ii) all matters capable

of being reflected or disclosed on a current and accurate survey (the "Survey")

of the Property, to the extent not objected to by Purchaser, or objected to but

cured by Seller under Subsection 2(b) below, (iii) all instruments and matters

of record among the Land Records of the City of Alexandria, Virginia and

reflected on a commitment for title insurance (the "Title Commitment") from a

title insurer selected by Purchaser (the "Title Company") covering the Property,

to the extent not objected to by Purchaser, or objected to but cured by Seller

under Subsection 2(b) below, (iv) liens for taxes not yet due and payable, (v)

all zoning, development, building and other laws, codes and regulations, and

(vi) recorded easements and other rights of way for utilities and covenants and

restrictions applicable to the general area adjacent to the Property.

Purchaser's objections to the Survey or Title Commitment shall be set forth in a

written notice to Seller given on or before November 22, 2003 (the period from

the date hereof through November 22, 2003, for purposes of this Section 2, the

"Title Period"). Notwithstanding anything to the contrary contained in this

Agreement, Purchaser hereby specifically disapproves of any right or claim of

occupancy of all or any part of the Property (other than in connection with the

On-Site Lease and the Wal-Mart Sub-Lease and tenancy), and all liens evidencing

monetary encumbrances (except the liens securing the Wachovia Debt), and Seller

agrees to cause all such liens to be eliminated at Seller's sole cost and

expense prior to or concurrently with the Settlement.



     (b) Title to the Property shall be deemed good and marketable if the Title

Company agrees to insure fee simple title to the Property and issue to

Purchaser, at standard premium rates (which may include extra charges for

endorsements requested by Purchaser), an owner's title insurance policy, subject

only to the Permitted Exceptions (as defined above). If there are material title

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