AGREEMENT OF PURCHASE AND SALE

AND JOINT ESCROW INSTRUCTIONS

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AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS

This AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (this Agreement) is made and entered into as of May 15, 2003 (being the Effective Date, as such term is defined herein), by and among:  TST WATERVIEW I, L.L.C., a Delaware limited liability company (Seller); VERISIGN, INC., a Delaware corporation, on behalf of its designees, successors and assigns (Purchaser); and ANCHOR TITLE INSURANCE COMPANY, a Maryland corporation, as agent for Ticor Title Insurance Company (Escrow Agent).

RECITALS

A.                                   Pursuant to that certain Deed of Lease (the Lease), dated as of July 19, 2001, Seller, as landlord, leased to Purchaser, as tenant, certain real property, together with a thirteen (13) story office building constructed by Seller thereon, and other improvements, rights and benefits associated therewith (including, without limitation, the Parking Garage constructed by Seller immediately adjacent thereto) located in Herndon, Fairfax County, Virginia, and commonly known as Waterview I at Woodland Park.  Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Lease.

B.                                     Pursuant to Section 32.1 of the Lease, Seller granted to Purchaser an option (the Primary Purchase Option) to purchase the Property (as defined in Section 1 below), subject to the terms and conditions set forth therein.  Purchaser has elected to exercise its Primary Purchase Option.  Accordingly, Purchaser and Seller are entering into this Agreement.

C.                                     Final Completion (including punch list items) by Seller of the Base Building Work (sometimes also referred to herein as Landlords Work) pursuant to the terms of the Lease and the Design and Construction Agreement attached as Exhibit C thereto (the Work Agreement) has occurred.

D.                                    As part of the conveyance hereunder, Seller will assign and transfer to Purchaser all of Sellers rights under all contracts between Seller (or Sellers Affiliates, as defined below) and third parties relating to the design and construction (to the extent assignable) of the Building and Landlords Work (to the extent related to the Building, the Land or the Parking Garage, including, without limitation, all warranties and guaranties for such construction and any Building equipment installed as a part thereof (all such agreements, but excluding any agreements of Seller relating solely to the design and/or construction of the Required Improvements (as defined in the Lease), if any, the Construction and Design Agreements).  Such assignment shall be evidenced by the execution and delivery of the Assignment (as hereinafter defined).

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.                                       Purchase and Sale of Property.

Upon the terms and conditions hereinafter set forth, Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller, the following (collectively, the Property):  (a)(i) that certain parcel of real property designated as Fairfax County Tax Map Parcel 16-3((1)) 29C1 (Parcel 29C1), as more particularly described in Exhibit A attached hereto (the Land) and any and all improvements thereon, whether now existing or hereinafter constructed, and appurtenances thereto, known as Waterview I, and containing approximately 501,884 square feet of ground area, approximately 11.52167 acres of land, 420,725 FAR square feet of density, and approximately 404,665 net square feet of rentable area in a thirteen (13) story office building (the Building), (ii) a six (6) story parking garage (the Parking Garage) containing approximately 1575 parking spaces therein and located adjacent to the Building on the Land, (iii) all mineral, oil and gas rights, water rights, sewer rights and other utility rights allocated to the Land, (iv) all appurtenances, easements, licenses, privileges and other property interests belonging or appurtenant to the Land, including, without limitation, all of Sellers rights pursuant to the Association Declaration (as defined in the Lease), as may be amended from time to time as may be provided for therein, (v) all right, title and interest of Seller in and to any roads, streets and ways, public and private, serving the Land (including, without limitation, all rights to develop the Land granted by governmental entities having jurisdiction over said Land from time to time) (collectively, the Real Property); together with (b) all Leases, if any, for any portion of the Real Property; together with (c) all existing or hereafter acquired furniture, furnishings, fixtures equipment, inventory and other tangible personal property owned by Seller and located at or used in connection with the Real Property, and all replacements, substitutions, additions, accessions, parts, repairs and modifications thereto, and all products and proceeds thereof (collectively, the Tangible Personal Property); together with (d) all intangible property owned by Seller or affecting or relating to the Real Property or Tangible Personal Property (including, without limitation, all refundable tenant security and other deposits, if any, and interest thereon), all licenses, permits, accounts, authorizations, approvals, certificates of occupancy and other consents and approvals necessary for the current use and operation of the Property, and all right, title and interest of Seller in all transferable warranties (including, without limitation, all warranties and guaranties related to the construction of improvements on the Property), telephone exchange numbers, trade names (except that the right to use the trade name Waterview at Woodland Park shall be non-exclusive with that of Seller), plans and specifications and development rights related to any of the foregoing) (collectively, the Intangible Personal Property) (it being understood, however, that to the extent any such Intangible Personal Property is indivisible between Waterview I and Waterview II/III (e.g., a permit that is applicable to both), the Property so conveyed to Purchaser under this Agreement shall contain such item of Intangible Personal Property as properly and lawfully divided by Seller and equitably apportioned with respect to the applicable parcels until conveyed to Purchaser, if at all.  The rentable square footage of the Building (the Rentable Area) is calculated in accordance with the BOMA Standard (as defined in the Lease), and is hereby stipulated to by Purchaser and Seller (unless another measurement is agreed to pursuant to the Lease prior to the Closing Date).  Notwithstanding anything to the contrary herein, Seller shall not convey to Purchaser, and Purchaser does not hereby assume, any obligations of Seller with respect to the Required Improvements, except with respect to any ongoing obligations required

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