AGREEMENT



         THIS AGREEMENT (the "Agreement") is dated as of the 18th day of July,

2003, by and among First Potomac Management, Inc., a Delaware corporation ("FPM,

Inc.") and FPM Management, L.L.C., a Delaware limited liability company ("FPM,

L.L.C.").



                                    RECITALS



         WHEREAS, the parties hereto have determined that it is in each of their

respective best interests to consummate a transaction pursuant to which FPM,

Inc. will contribute all of its assets to FPM, L.L.C. in exchange for membership

interests of FPM, L.L.C. (the "Transaction"); and



         WHEREAS, the parties hereto wish to provide herein the terms upon which

the Transaction will be consummated.



         NOW THEREFORE, in consideration of the premises and the mutual

agreements contained herein, and intending to be legally bound, the parties

hereto hereby agree as follows:



1.       Defined Terms. As used herein, the following terms have the following

meanings:



         (a)      Closing.  The closing of the Transaction.



         (b)      Closing Date: The Closing Date shall be Friday, August 15, or

such other date as the parties mutually agree.



         (c)      Company. First Potomac Realty Trust, a Maryland real estate

investment trust.



2.       The Transaction



         (a)      Consent, Conveyance. At the Closing, FPM, Inc. will sell,

assign, transfer and convey all of the assets of FPM, Inc. to FPM, L.L.C. In

consideration for the conveyance, FPM, L.L.C. will issue to FPM, Inc. interests

constituting 100% of the outstanding membership interests in FPM, L.L.C. The

parties hereby agree to execute, or cause to be executed on their behalf, as of

the Closing, all documents deemed necessary or appropriate to effect the

conveyance of the assets to FPM, L.L.C.



         (b)      Closing. The Closing shall be held at the offices of Morgan,

Lewis & Bockius, LLP, 1111 Pennsylvania Avenue, Washington, D.C. 20004 at 3:00

p.m. on the Closing Date.



{PAGE}



3.       Representations and Warranties of FPM, Inc. FPM, Inc. hereby represents

and warrants to FPM, L.L.C. as follows:



         (a)      Organization and Power. FPM, Inc. is a corporation in good

standing under the laws of the State of Delaware and has the requisite power and

authority to execute and deliver this Agreement and any other document or

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