Real Estate

SALE CONTRACT

        THIS SALE CONTRACT (this "Contract") is made and entered into as of the 7th day of June, 2002 by and between (i) 11800 TECH ROAD INVESTORS LLC, a Delaware limited liability company, having an address at c/o The Goldstar Group, Inc., 7201 Wisconsin Avenue, Suite 775, Bethesda, Maryland 20815 (Attn.: Michael Brodsky, Tel. No. 301-657-8848, Fax No. 301-657-3698) ("Seller"), and (ii) COPT ACQUISITIONS, INC., a Delaware corporation, having an address at c/o Corporate Office Properties Trust, 8815 Centre Park Drive, Suite 400 (Attn.: General Counsel, Tel. No. 410-992-7247, Fax No. 410-992-7534) ("Buyer").

RECITALS:

        A. 11800 TECH ROAD LLC, a Delaware limited liability company ("the Company") is the owner of one or more parcels of land containing approximately 24.98 acres located at 11800 Tech Road, Silver Spring, Maryland, together with appurtenant building improvements consisting of approximately 239,577 net rentable square feet (the "Real Property"). The Real Property is more particularly described in Exhibit A attached hereto and made a part hereof. The Real Property includes (i) any and all furniture, fixtures, equipment, tools and machinery located at the Real Property and used in connection with the ownership or operation of the Real Property and owned by the Company (the "Tangible Personal Property"), (ii) except to the extent cancelled as of the closing of the transaction contemplated by this Contract ("Closing") at the written direction of Buyer, service and other contracts relating to the operation, maintenance and management of the Real Property (the "Service Contracts"), (iii) Seller's interest in leases, subleases, licenses, rental agreements and other occupancy agreements with tenants occupying or using all or any portion of the Real Property together with all amendments thereto (collectively, the "Leases"), and any guaranties applicable thereto and all security deposits, advance rental, or like payments (collectively, the "Security Deposits"), if any, held by Seller in connection with the Leases; (iv) except to the extent rendered invalid due to the change in control over the Company, any and all licenses, authorizations, permits and approvals issued by any governmental authority and relating to the Company's ownership and operation of the Real Property (the "Licenses and Permits"), and, except to the extent rendered invalid due to the change in control over the Company, all warranties and guarantees from vendors, if any (the "Warranties"), and (v) all right, title and interest of the Company in and to the use of any trade name or trademark applicable to the Real Property and all local and toll-free telephone numbers and listings for the Real Property operated by the Company, if any (the items described in clauses (i) through (iv) inclusive, but excluding the Excluded Assets, as defined herein, collectively, the "Personal Property") (the Personal Property together with the Real Property, to the extent assignable, is referred to herein as the "Property"). In this Contract, reference to the Property shall be understood (as the context requires) to apply to the Property owned by the Company.

        B. Seller is the owner of one hundred percent (100%) of the membership interests in the Company (collectively, the "Membership Interests").

        C. Seller has offered to sell and Buyer has offered to purchase the Membership Interests pursuant to this Contract.

        NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

        1.    PURCHASE AND SALE.    Subject to the provisions of this Contract, Seller agrees to sell and convey and Buyer agrees to purchase all, but not less than all, of the Membership Interests.

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        2.    PURCHASE PRICE AND EARNEST MONEY.    The purchase price for all of the Membership Interests shall be Twenty Seven Million Two Hundred Fifty Thousand and No/100 Dollars ($27,250,000.00) (the "Total Purchase Price"). Simultaneously with the execution of this Contract Buyer shall deliver to the Escrow Agent (as defined in Section 4(a) below) the sum of Three Hundred Thousand and No/100 Dollars ($300,000.00) (such amount, the "Earnest Money") in the form of immediately available funds, as and for Buyer's good faith deposit hereunder. The Earnest Money shall be held in escrow pending Closing. Buyer shall direct the Escrow Agent to invest the Earnest Money in an interest-bearing account. All interest accrued on the Earnest Money shall be added to and become part of the Earnest Money and shall be paid to the party entitled to the Earnest Money pursuant to the terms hereof. The Earnest Money shall be applied to the Purchase Price or otherwise paid to the Seller or Buyer as provided for herein. At Closing, Buyer shall pay the balance of the Purchase Price in full in immediately available funds to Seller, subject to adjustments and prorations set forth herein, and in the manner provided in Section 4(a) below.

        3.    EFFECTIVE DATE.    The effective date of this Contract (the "Effective Date") shall be the date on which this Contract is executed by both Seller and Buyer and a fully executed copy thereof received by both Seller and Buyer (provided that the signature of the Escrow Agent shall not be required to establish the Effective Date, but shall be a condition subsequent to the effectiveness of this Contract).

        4.    CLOSING:    

        (a)    Closing Date and Escrow.    Unless this Contract is terminated as permitted under this Contract, Seller and Buyer are required and agree to make full settlement in accordance with the provisions of this Contract on August 1, 2002 (the "Closing Date"). The Assignment (hereafter defined) and all other closing documents shall be executed by each party required to execute such documents and delivered in escrow to the Escrow Agent no later than noon the Business Day immediately preceding the Closing Date. No later than 5:00 pm on the Business Day immediately preceding the Closing Date, Buyer shall effect a wire transfer of immediately available funds to the Escrow Agent's escrow account in an amount equal to the sum of (i) the Purchase Price and (ii) the amount (if any) of the costs, expenses and adjustments payable by the Buyer under this Contract; however, the amount of the funds to be wired to the Escrow Agent's escrow account shall be reduced by the Earnest Money. On the Closing Date, (i) the Escrow Agent shall disburse to Seller and all applicable mortgage holders, by wire transfer of immediately available funds, an amount equal to the Purchase Price reduced by any costs, expenses and adjustments payable by Seller under this Contract, (ii) the Escrow Agent shall deliver to Buyer all other documents and instruments received by it which, in accordance with the terms of this Contract, are to be delivered by Seller to Buyer on the Closing Date and (iii) the Escrow Agent shall deliver to Seller all other documents and instruments received by it which, in accordance with the terms of this Contract, are to be delivered by Buyer to Seller on the Closing Date. In the event Seller has tendered performance in accordance with this Contract by 1:00 p.m. (eastern time) on the Closing Date and Buyer does not authorize the consummation of Closing and disbursement of funds deposited by or on behalf of Buyer with Escrow Agent to Seller before 1:00 p.m. (eastern time) on the Closing Date, Buyer shall be deemed in breach. For purposes of this Contract, the term "Escrow Agent" shall mean Anchor Title Company, 10715 Charter Drive, Suite 100, Columbia, Maryland 21044 (Attn: M. Charlotte Powel, President, Tel. No. 410-730-4545, Fax No. 410-730-7642).




        (b)    Seller's Deliveries:    On the Closing Date, Seller shall deliver to Buyer (through the Escrow Agent or directly, as applicable) the following:






        (i)    an Assignment and Assumption of Membership Interests in substantially the form attached hereto as Exhibit B (the "Assignment"), duly executed by Seller, pursuant to which Seller shall assign all of the Membership Interests to Buyer, together with a written