Preview | Agreement of Purchase and Sale |

THIS AGREEMENT OF PURCHASE AND SALE (?Agreement?) is made and entered into as of the 12th day of March, 2004 (the ?Effective Date?), by and between AQUIA COMMERCE CENTER, L.C., a Virginia limited liability company (?Seller?), and FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership, or its permitted assigns (collectively ?Purchaser?).

A. Seller is the fee simple owner of that certain real property located in Stafford County, Virginia consisting of certain improvements known by street address 2721 Jefferson Davis Highway, Stafford, Virginia containing approximately 34,111 rentable square feet in the aggregate and approximately 2.35 acres of land, inclusive of the required on-site parking facilities for such improvements pursuant to applicable local law, such real property being more particularly described on Exhibit A attached hereto; and all right, title and interest of Seller, if any, that is appurtenant to the real property described on Exhibit A in and to the following: any land lying in the bed of any existing, dedicated street, road or alley, all strips and gores adjoining thereto and all appurtenances, rights, easements, rights-of-way, covenants, tenements, hereditaments and other rights incident thereto, including, without limitation, any right or option to acquire or benefit from any future easement or right-of-way to the extent that such rights and interests may benefit such real property (collectively, the ?Land?), together with all improvements situated thereon and all right, title and interest of Seller in and to all other improvements, driveways, landscaping, paving, walkways, plumbing and heating pipes and fixtures situated thereon that they may benefit such improvements, situated thereon and/or used in connection therewith to the extent that they may benefit such improvements (collectively, the ?Improvements?), together with all of Seller?s right, title and interest in and to the Government Lease identified on Exhibit C attached hereto (the ?Government Lease?), together with, to the extent assignable, any contract rights other than the Government Lease, any escrow or security deposits, utility agreements, guarantees (if any), licenses, approvals, amounts held in reserve by the holder of the Existing Indebtedness (defined below) with respect to the Improvements; certificates, certificates of occupancy, plans and specifications, logos, permits, warranties or other rights related to the development of, construction of, ownership or, or use and operation of, the real property (all such items being collectively referred to as the ?Intangibles?), and all furniture, fixtures and equipment and other items of personal property owned by Seller and located in or on the real property, as described in Exhibit B attached hereto and made a part hereof (collectively, the ?Personalty?) (the Land and Improvements, together with the Intangibles and Personalty, being hereinafter sometimes referred to collectively as the ?Property?); and

B. Purchaser desires to acquire the Property, and Seller desires to sell the Property, all pursuant to the following terms.

NOW, THEREFORE, for and in consideration of the premises and mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Purchase and Sale. Purchaser agrees to acquire the Property and Seller agrees to sell the Property (including without limitation its interests in the Government Lease), pursuant to the terms and conditions set forth herein.

2. Purchase Price and Method of Payment.

2.1 The purchase price for the Property (including Seller?s interests in the Government Lease as aforesaid) shall be Five Million Nine Hundred Thirty Six Thousand and 00/100 Dollars ($5,936,000) (the ?Purchase Price?).

2.2 The Purchase Price shall be payable by Purchaser as follows: (i) Purchaser shall assume the indebtedness outstanding as of the Closing Date owed to GMAC Commercial Mortgage Corporation (the ?Lender?) and secured by the Property, as more particularly described in Section 3.20 below (the ?Existing Indebtedness?), and (ii) the balance after application of the assumption amount described in (i) above shall be paid by wire transfer of immediately available funds, of which the Deposit shall be a part, subject to such prorations and adjustments as are set forth hereinafter.

2.3 Within three (3) business days following the Effective Date, Purchaser shall deposit with Tri-State Commercial Closings, Inc., located at 1150 18th Street, N.W., Suite 575, Washington, D.C. 20036 (?Escrow Agent?) in cash, Two Hundred Sixty Five Thousand Dollars ($265,000) (the ?Initial Deposit?) (as used herein, the term ?Deposit? shall include the aforesaid Initial Deposit, the Supplemental Deposit (below defined), and all interest earned on the Initial Deposit and Supplemental Deposit). Within three (3) business days following expiration of the Inspection Period (below defined), Purchaser shall deposit with the Escrow Agent the additional sum as shall be necessary to increase the Deposit to Five Hundred Thirty Thousand Dollars ($$530,000) (it being understood that if the Purchaser shall fail to make such additional deposit in accordance with the foregoing provisions then Purchaser shall have been deemed to have elected to terminate this Agreement by reason of its rights during the Inspection Period and the Initial Deposit together with all interest earned thereon shall be returned by the Escrow Agent to the Purchaser without any further act of Seller). The Escrow Agent shall not be liable for any acts or omissions at any time unless caused by the gross negligence or willful malfeasance of the Escrow Agent with respect to the escrow established herein. If a dispute arises between the parties as to the disposition of the Deposit, the Escrow Agent shall: (a) hold the Deposit until the Escrow Agent has received releases signed by all parties to the transaction authorizing disposition of the Deposit, or (b) hold the Deposit until such time as one of the parties to the transaction files suit and the court in which the suit is filed orders the disbursement of the Deposit, or (c) deliver such Deposit into the court by filing an Interpleader Action. In the event of any litigation between Seller and Purchaser concerning the Deposit, Escrow Agent?s sole responsibility may be satisfied, at Escrow Agent?s option, by delivering the Deposit into the court in which such litigation is pending, and Purchaser and Seller agree that upon deliverance of such Deposit into court, neither Purchaser nor Seller shall have any further right, claim, demand, or action against the Escrow Agent. In the event any dispute arises under this Agreement between Seller and Purchaser resulting in the Escrow Agent being made a party to any litigation, Seller and Purchaser, jointly and severally, shall indemnify the Escrow Agent for all costs, and reasonable attorneys? fees and legal expenses incurred by the Escrow Agent as a result thereof, provided that such litigation does not result in a judgment against the Escrow Agent for acting improperly under this Agreement.

3. Seller?s Representations and Warranties. In order to induce Purchaser to enter into this Agreement and to purchase the Property, Seller makes the following representations and warranties, each of which being true and correct in all material respects as of the date hereof and each of which shall be true and correct in all material respects on the Closing Date.

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