AMENDMENT TO MEMBERSHIP INTEREST SALE AGREEMENT

Exhibit 10.61

AMENDMENT TO
MEMBERSHIP INTEREST SALE AGREEMENT

     This AMENDMENT TO MEMBERSHIP INTEREST SALE AGREEMENT (the “Amendment”) is made and entered into as of March 28, 2005 by and between Holualoa K³ Fair Oaks, LLC, an Arizona limited liability company (“Seller”) and Columbia Equity, LP, a Virginia limited partnership (“Purchaser”) with reference to the following facts:

RECITALS:

	A.	Seller and Purchaser have entered into that certain Membership Interest Sale Agreement for a membership interest in Fair Oaks Corporate Center, LLC, dated January 31, 2005 (the “Contract”);
	B.	Seller and Purchaser have mutually agreed that the Contract shall terminate if the Closing (as defined in the Contract) does not occur prior to March 31, 2005 pursuant to the terms of the Contract; and
	C.	Seller and Purchaser desire to amend the Contract as described below.

     NOW, THEREFORE, for and in consideration of the agreements and obligations hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, Seller and Purchaser agree as follows:

TERMS

1.   Extension of Closing Date. Seller and Purchaser hereby agree to amend Sections 3.1(f) and 3.2(g) of the Contract to provide as follows:

     The Closing shall have occurred on or prior to June 30, 2005.

Seller and Purchaser hereby agree to amend Section 4.1 of the Contract to provide as follows:

The consummation and closing (the “Closing”) of the transactions contemplated under this Agreement shall take place at the offices of Hunton & Xxxxxxxx LLP, Washington, D.C., or such other place as is mutually agreeable to the parties, on the date of the closing of the IPO (the “Closing Date”), or as otherwise set by agreement of the parties; provided, however, that this Agreement shall terminate if Closing does not occur prior to June 30, 2005.

2.   Ratification. Except as modified by this Amendment, the Contract remains in full force and effect.

3.   Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

		SELLER:
		Holualoa K3 Fair Oaks, LLC, an Arizona limited liability company
		By:		Holualoa Companies, LLC, an Arizona limited liability company, its manager
				By:		Holualoa Arizona, Inc., an Arizona corporation, its manager
						By:		/s/ Xxxxxxx Xxxxxxxx
						Name:		Xxxxxxx Xxxxxxxx
						Title:		VP - Finance
		PURCHASER:
		Columbia Equity LP, a Virginia limited partnership
		By:		Columbia Equity Trust, Inc., a Maryland corporation, its general partner
				By:		/s/ Xxxxxx X. Xxxx, III
				Name:		Xxxxxx X. Xxxx, III
				Title:		Chairman & CEO