CONTRACT OF SALE





        THIS CONTRACT OF SALE (hereinafter "Contract") is made and executed in

duplicate as of the _____ day of September, 2003, (being the date that both

Seller and Purchaser shall have executed this Contract and being hereinafter

referred to as the "Effective Date") by and between ELMAN ALEXANDRIA ASSOCIATES,

L.P., a Delaware limited partnership ("Seller"), and FIRST POTOMAC REALTY TRUST

or its assigns permitted under this Contract ("Purchaser").



        In consideration of the mutual promises, conditions and covenants set

forth herein and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto do mutually

covenant and agree as follows:



        1. SALE AND PURCHASE. Seller hereby bargains and agrees to sell unto

Purchaser, and Purchaser hereby agrees to purchase from Seller, in fee simple,

in its "as-is" condition (except as otherwise provided herein) that certain

improved real property, commonly known by street address as 5775 General

Washington Drive, situated in the City of Alexandria, County of Fairfax,

Commonwealth of Virginia, and being more particularly described on EXHIBIT A

attached hereto and made a part hereof, together with all of Seller's right,

title and interest, if any, in and to all appurtenances, fixtures, equipment,

utilities, rights, easements, privileges, and rights-of-way incident thereto,

and all other improvements thereon, and all assignable intangible personal

property owned by the Seller and used in connection with the ownership,

operation and maintenance of the land, improvements and other property,

including without limitation, all contract rights, guaranties and warranties of

any nature, all architects', engineers', surveyors' and other real estate

professionals' plans, specifications, certifications, contracts, reports, data

or other technical descriptions, reports or audits (including, without

limitation, all environmental, structural and mechanical inspection reports),

and all marketing materials ("Contract Documents"), all freely assignable

governmental permits, licenses, certificates, and approvals ("Licenses") in

connection with the ownership of the Property (below defined), and all of

Seller's rights, claims, and causes of action if any, to the extent they are

freely assignable, under any warranties and/or guarantees of manufacturers,

contractors or installers, including to the extent applicable, any warranties

from any previous owners of the property, recognizing that the foregoing shall

not be deemed to constitute a transfer by Seller of any rights to be reimbursed

or paid by the tenant at the Property or other third parties arising prior to

Settlement (hereinafter collectively referred to as "the Property").





        2. PURCHASE PRICE AND DEPOSIT. The purchase price ("Purchase Price") to

be paid for the Property shall be Twelve Million Dollars ($12,000,000) less the

principal amount owed under the CIBC Note (below defined) at Settlement.



               A. A deposit of Two Hundred Fifty Thousand Dollars ($250,000) in

the form of immediately available funds shall be paid by Purchaser unto the

Escrow Agent (as identified in paragraph 3 hereof), within three (3) business

day following the execution and delivery hereof by Seller (such sum together

with all interest earned



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thereon being hereinafter referred to as the "Deposit"). The Deposit shall be

applied on account of that portion of the Purchase Price being paid at

Settlement in immediate funds as described below.



               B. At Settlement, Purchaser shall assume the principal balance as

of the Effective Date (the "CIBC Principal Balance") on that certain

indebtedness (the "CIBC Indebtedness") due and owing to CIBC INC., (or its

successors or assigns) under that one (1) certain promissory Note (the "CIBC

Note") and pay the Purchase Price in immediately available funds, of which the

Deposit shall be a part. Seller shall be entitled to condition its obligations

to close hereunder upon the provision by Purchaser at Settlement of the release

of Lee M. Elman as a guarantor under the CIBC Indebtedness with respect to the

principal and interest under the CIBC Note and to the extent arising after

Settlement and to the extent first accruing after the Settlement, all other

matters pertaining to the CIBC Indebtedness (the "CIBC Release"). The CIBC

Indebtedness is secured by the existing first lien deed of trust encumbering the

Property (the "CIBC Trust"). True and complete copies of the CIBC Note and the

CIBC Trust, (collectively together with any other documents evidencing or

securing repayment of the indebtedness under the CIBC Note being the "CIBC Loan

Documents") have been provided for review by Purchaser prior to execution of

this Contract. Seller shall continue to make the scheduled monthly payments of

principal and interest under the CIBC Note through the Settlement. As of August

1, 2003, the outstanding principal balance of the CIBC Indebtedness will be

approximately $8,575,000 in the aggregate.



        3. ESCROW AGENT.



               A. The Deposit shall be paid by Purchaser unto TRI STATE

COMMERCIAL CLOSINGS, whose address is 1150 18th Street, N.W., Suite 575,

Washington, D.C. 20036 (the "Escrow Agent"), to be held, in escrow, in an

interest-bearing account with a federally-insured bank, in the name of Escrow

Agent, with the designation "as Escrow Agent". All interest earned on the

Deposit shall be and become a part of the Deposit. The Deposit shall be held and

disbursed in accordance with the provisions of this Contract.



               B. The Escrow Agent shall not be liable for any acts or omissions

at any time unless caused by the 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 this 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

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