0000807364-04-000006 Sample Contracts

FIRST MODIFICATION TO INDEMNITY DEED OF TRUST AND SECURITY AGREEMENT
Indemnity Deed of Trust and Security Agreement • March 31st, 2004 • Interstate General Co L P • Land subdividers & developers (no cemeteries)

THIS FIRST MODIFICATION TO INDEMNITY DEED OF TRUST AND SECURITY AGREEMENT (this "Modification"), is given this 19th day of December, 2003, by BRANDYWINE INVESTMENT ASSOCIATES LIMITED PARTNERSHIP, a Maryland limited partnership (the "Grantor") to certain trustees for the benefit of MERCANTILE MORTGAGE CORPORATION, a Maryland corporation (the "Beneficiary").

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Contract
Loan Modification Agreement • March 31st, 2004 • Interstate General Co L P • Land subdividers & developers (no cemeteries) • Maryland

This instrument prepared by: Michael J. Brandt, Esq. Wallace, Jordan, Ratliff & Brandt, L.L.C. 800 Shades Creek Parkway, Suite 400 Birmingham, Alabama 35209 (205) 870-0555

AMENDED AND RESTATED NOTE BETWEEN BRANDYWINE INVESTMENT ASSOCIATES, L.P. AND ST. CHARLES ASSOCIATES, LIMITED PARTNERSHIP
Demand Note • March 31st, 2004 • Interstate General Co L P • Land subdividers & developers (no cemeteries) • Maryland

THIS AMENDMENT TO NOTE, executed as of this 8th day of March, 2004, but made effective as of the 22nd of December, 2003 (the "Effective Date"), by and between Brandywine Investment Associates, L.P., a limited partnership organized and existing under the laws of the State of Maryland (the "Borrower"), and St. Charles Associates, Limited Partnership, a limited partnership organized and existing under the laws of the State of Maryland (the "Company"), hereby modifies in its entirety the original Demand Note dated September 10, 1997, as amended August 1, 2001, and as amended and restated July 1, 2002 between the aforementioned parties (the "Note").

THIRD MODIFICATION TO PROMISSORY NOTE
Promissory Note • March 31st, 2004 • Interstate General Co L P • Land subdividers & developers (no cemeteries)

THIS THIRD MODIFICATION TO PROMISSORY NOTE (this "Third Modification") is made this 19th day of December, 2003, by INTERSTATE GENERAL COMPANY L.P., a Delaware publicly traded limited partnership (the "Borrower") and MERCANTILE MORTGAGE CORPORATION, a Maryland corporation (the "Lender").

THIRD MODIFICATION AGREEMENT
Modification Agreement • March 31st, 2004 • Interstate General Co L P • Land subdividers & developers (no cemeteries)

THIS THIRD MODIFICATION AGREEMENT (this "Agreement") made this 19th day of December, 2003, by and between INTERSTATE GENERAL COMPANY L.P., a Delaware publicly traded limited partnership and its successors and assigns (the "Borrower"); BRANDYWINE INVESTMENT ASSOCIATES LIMITED PARTNERSHIP, a Maryland limited partnership ("Partnership Guarantor"), INTERSTATE BUSINESS CORPORATION, a Delaware corporation ("Corporate Guarantor"), JAMES J. WILSON, an individual residing in the Commonwealth of Virginia, and BARBARA WILSON, an individual residing in the Commonwealth of Virginia, (collectively, the "Personal Guarantor") and MERCANTILE MORTGAGE CORPORATION, a Maryland corporation, and its successors and assigns (the "Lender"). Capitalized terms used herein but not defined herein shall have the respective meanings ascribed thereto in the Loan Agreement (as hereinafter defined).

MERCANTILE MORTGAGE CORPORATION MERCANTILE SAFE-DEPOSIT AND TRUST COMPANY THIRD AMENDED AND RESTATED INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 31st, 2004 • Interstate General Co L P • Land subdividers & developers (no cemeteries)

THIS THIRD AMENDED AND RESTATED INDEMNIFICATION AGREEMENT, (this "Agreement") is made and entered into as of the 19th day of December, 2003, by and between INTERSTATE GENERAL COMPANY L.P., a Delaware publicly traded limited partnership (the "Borrower"), BRANDYWINE INVESTMENT ASSOCIATES LIMITED PARTNERSHIP, a Maryland limited partnership ("Brandywine"), INTERSTATE BUSINESS CORPORATION, a Delaware corporation ("IGC"), BARBARA WILSON, an individual residing in the Commonwealth of Virginia ("B. Wilson") and JAMES J. WILSON, an individual residing in the Commonwealth of Virginia ("J. Wilson").

PERSONAL GUARANTY AGREEMENT
Personal Guaranty Agreement • March 31st, 2004 • Interstate General Co L P • Land subdividers & developers (no cemeteries) • Maryland

THIS PERSONAL GUARANTY AGREEMENT (this "Guaranty Agreement") is made as of the 19th day of December, 2003, by and between JAMES J. WILSON, an individual and BARBARA WILSON, an individual (individually and collectively, "Guarantor"), and MERCANTILE MORTGAGE CORPORATION, a Maryland corporation (the "Lender").

CORPORATE GUARANTY AGREEMENT
Corporate Guaranty Agreement • March 31st, 2004 • Interstate General Co L P • Land subdividers & developers (no cemeteries) • Maryland

THIS CORPORATE GUARANTY AGREEMENT (this "Guaranty Agreement") is made as of the 19th day of December, 2003, by INTERSTATE BUSINESS CORPORATION, a Delaware corporation (the "Guarantor"), for the benefit of MERCANTILE MORTGAGE CORPORATION, a Maryland corporation (the "Lender").

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