Buildings A, B and C

                                             Paradise/Sudley North Business Park

                                       Manassas, Prince William County, Virginia



                           PURCHASE AND SALE AGREEMENT



                                 by and between



                      SUDLEY NORTH BUILDINGS A, B & C, LLC



                      a Delaware Limited Liability Company



                                    as Seller



                                       and



                           MIDLANTIC PARTNERSHIP, LP



                         a Delaware Limited Partnership



                                 or its nominee



                                  as Purchaser



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                          PURCHASE AND SALE AGREEMENT



1. PARTIES.



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

made between SUDLEY NORTH BUILDINGS A, B & C, LLC, a Delaware limited liability

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

partnership or its nominee ("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 at Buildings A, B and C, Paradise/Sudley North Business

      Park, Manassas, Prince William County, 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, without limitation, 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 (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 on the Certification

of Operating Contracts (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

(collectively, the "OPERATING CONTRACTS") and that Purchaser elects to assume by

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

as set forth in Exhibit "D" within ten (10) days of the receipt of the

Assumption Approval as set forth in Section 9.1(a) below.



            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, the "PERMITS" and any pending

applications thereon or the renewal thereof).



            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 Fourteen Million Eight Hundred Sixty Six Thousand Dollars

($14,866,000.00) The Purchase Price will be payable in accordance with Sections

4 and 9 hereof. The cash portion of the Purchase Price will be payable by wire

transfer of US Dollar funds immediately available at the Closing (hereinafter

defined).



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 payable to Seller in the

amount of Seven Hundred Forty Three Thousand Three Hundred Dollars ($743,300.00)

representing five percent (5%) of the Purchase Price (the "Deposit Note").



                  4.1 (a) The Purchase Price, plus or minus other adjustments

         required under this Agreement, shall be paid at Closing by (i)

         assumption of the existing loan which is secured by a mortgage on the

         Property (the "EXISTING LOAN"), and (ii) the balance of the Purchase

         Price, after crediting the principal balance and accrued interest of

         the Existing Loan as of Closing, by wire transfer of funds in such

         amount in accordance with the written instructions delivered by Seller

         to Purchaser at least two (2) business days prior to Closing.



      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

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