Fort Hill Center

                                                           5900 Centreville Road

                                                                  Fairfax County

                                                           Centreville, Virginia



                                FORT HILL CENTER



                           PURCHASE AND SALE AGREEMENT



                                 by and between



                         FT. HILL OFFICE ASSOCIATES, LLC



                      a Virginia Limited Liability Company



                                    as Seller



                                       and



                            MIDLANTIC PARTNERSHIP, LP



                         a DeLaware Limited Partnership



                                  as Purchaser



<PAGE>



                           PURCHASE AND SALE AGREEMENT



1.    PARTIES.



      This Purchase and Sale Agreement (this "CONTRACT" or "AGREEMENT") is made

between FT. HILL OFFICE ASSOCIATES, LLC, a Virginia limited liability company

("SELLER"), and MIDLANTIC PARTNERSHIP, LP, a Delaware limited partnership

("PURCHASER") as of July 21, 2005 (the "EFFECTIVE DATE").



2.    PROPERTY.



      On the terms and conditions stated in this Contract, Seller hereby agrees

to sell to Purchaser and Purchaser hereby agrees to purchase from Seller all of

the following described property (collectively, the "PROPERTY"):



      2.1 LAND. Seller's fee interest in and to all of that certain tract of

land situated in Centreville, Virginia and described more particularly in

EXHIBIT A attached hereto and incorporated herein by reference, together with

all of Seller's right, title and interest appurtenant to such land, including

all of Seller's right, title and interest, if any, in and to (i) all minerals,

oil, gas, and other hydrocarbon substances thereon, (ii) all adjacent strips,

streets, roads, alleys and rights-of-way, public or private, open or proposed

pertaining thereto, (iii) all easements, privileges, and hereditaments

pertaining thereto, whether or not of record, and (iv) all access, air, water,

riparian, development, and utility, and solar rights pertaining thereto

(collectively, the "LAND")



      2.2 IMPROVEMENTS. The office buildings and all other improvements and

structures constructed on the Land (collectively, the "IMPROVEMENTS"). The Land

and Improvements are referred to herein as the "REAL PROPERTY."



      2.3 PERSONAL PROPERTY. All of Seller's right, title and interest, if any,

in the following additional property ("PERSONAL PROPERTY"):



            2.3.1. TANGIBLE PROPERTY.



                  (i) mechanical systems, fixtures and equipment comprising a

part of or attached to or located upon the Improvements,



                  (ii) maintenance equipment and tools owned by Seller, located

on the Land and used exclusively in connection with the Improvements,



                  (iii) site plans, surveys, plans and specifications, marketing

materials and floor plans in Seller's possession which relate exclusively to the

Real Property,



<PAGE>



                  (iv) all signs, supplies, appliances, security systems,

decorations, furniture, furnishings, machinery, landscaping and other tangible

personal property owned by Seller, located at and/or used in connection with the

leasing, management, operation, maintenance and/or repair of the Property,



                  (v) pylons and other signs located on the Land, and



                  (vi) other tangible property of every kind and character owned

by Seller and located in or on the Real Property (collectively, the "TANGIBLE

PROPERTY").



            2.3.2. LEASE RIGHTS. Leases and rental agreements with tenants

occupying space in the Improvements (collectively, the "LEASES"), and any

guaranties or other security applicable thereto and all security deposits,

advance rental, or like payments, if any, held by Seller in connection with the

Leases.



            2.3.3. OTHER CONTRACT RIGHTS. To the extent assignable or

transferable, only the contracts or agreements as set forth in that certain

Certification of Operating Contracts (as hereinafter defined) (collectively, the

"CONTRACT RIGHTS"), related to the Real Property, Tangible Property or Leases

(other than insurance policies), including, without limitation, Seller's

interest in all management, employment, maintenance, construction, commission,

architectural, parking, telecommunication, supply or service contracts,

warranties, guarantees and bonds and other agreements related to the

Improvements, Tangible Property, or Leases and that Purchaser elects to assume

by delivery of written notice to Seller of Purchaser's Contract Assumption

Notice as set forth in EXHIBIT C within ten (10) days of the receipt of the

Assumption Approval as set forth in Section 9.1(a) below (collectively, the

"OPERATING CONTRACTS").



            2.3.4. PERMITS. To the extent assignable or transferable, all

permits, licenses, certificates of occupancy, and governmental approvals which

relate to the Real Property, Tangible Property, Leases, the Contract Rights or

the Operating Contracts (collectively, together with any pending applications

thereon or any renewals thereof, the "PERMITS").



            2.3.5. CLAIMS AND AWARDS. Any pending or future award made with

respect to condemnation of the Land or Improvements, any award or payment for

damage to the Real Property or claim or cause of action against third parties

for damage, injury or loss with respect to the ownership, maintenance and

operation of the Real Property.



            2.3.6. BOOKS AND RECORDS. Any and all data, books and records

related to the Property and the operations of the Property, including without

limitation, clients and tenant lists, market reports, operations manuals,

service and warranty records, correspondence and property tax records.



                                       2

<PAGE>



3.    PURCHASE PRICE.



      3.1 PAYMENT. The purchase price (the "PURCHASE PRICE") for the Property

will be the sum of Ten Million Four Hundred Fifty Thousand Dollars

($10,450,000.00). The Purchase Price will be payable in accordance with Sections

4 and 9 hereof. The Purchase Price, plus or minus any adjustments required under

this Agreement, will be payable by wire transfer of US Dollar funds immediately

available at the Closing (hereinafter defined) in accordance with the written

instructions delivered by Seller to Purchaser at least two (2) business days

prior to Closing.



4.    CONSIDERATION.



      4.1 DEPOSIT NOTE AND TITLE COMPANY. Within three (3) business days after

the execution of this Contract by all parties hereto, Purchaser will deposit

with First American Title Insurance Company (the "TITLE COMPANY"), as earnest

money, a non-interest bearing demand promissory note in the amount of Five

Hundred Twenty-two Thousand Five Hundred Dollars ($522,500.00)

representing five percent (5%) of the Purchase Price (the "DEPOSIT NOTE").



      4.2 APPLICATION OF DEPOSIT NOTE. The Deposit Note shall be in the form of

EXHIBIT B attached hereto. The Deposit Note shall be cancelled (i) at the time

of Closing or (ii) upon the occurrence of a material default by Seller or the

failure of a condition precedent to Purchaser's obligation to close hereunder.

Upon the occurrence of a material default by Purchaser which leads to the

termination of this Agreement, the Deposit Note shall be delivered by Escrow

Agent to Seller, and the Deposit Note shall constitute liquidated damages, as

set forth in Section 10.2 hereof.



      4.3 DISPUTE AS TO DEPOSIT NOTE. In the event of a dispute with respect to

the right to receive the Deposit Note, the Title Company may deliver the Deposit

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