0000950133-07-001159 Sample Contracts

AMENDED AND RESTATED GUARANTY AGREEMENT
Guaranty Agreement • March 16th, 2007 • Comstock Homebuilding Companies, Inc. • Operative builders

THIS AMENDED AND RESTATED GUARANTY AGREEMENT (this “Guaranty”) is made as of the day of December 2006, by COMSTOCK HOMEBUILDING COMPANIES, INC., a Delaware corporation (the “ Guarantor”) in favor of BANK OF AMERICA, N.A., a national banking association (the “Lender”), and its successors and assigns.

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SECOND LOAN MODIFICATION AGREEMENT
Loan Modification Agreement • March 16th, 2007 • Comstock Homebuilding Companies, Inc. • Operative builders • Virginia

THIS SECOND LOAN MODIFICATION AGREEMENT (this “Agreement” or this “Modification”) is made effective as of the 22nd day of November, 2006, by and among: COMSTOCK HOMEBUILDING COMPANIES, INC., a Delaware corporation (the “Borrower,” whether one or more) and BANK OF AMERICA, N.A., a national banking association, its successors and assigns (the “Lender”).

AGREEMENT (Marketing and Sale of Condominium Units)
Marketing and Sale Agreement • March 16th, 2007 • Comstock Homebuilding Companies, Inc. • Operative builders • Virginia

THIS AGREEMENT (“Agreement”) is made as of the 21st day of December, 2006, by and between Comstock Countryside, L.C., a Virginia limited liability company (“Countryside”), having its offices at 11465 Sunset Hills Road, 5th Floor, Reston, Virginia 20190 and Merion-Loudoun, LC, a Virginia limited liability company (“Owner”), having its offices at 928 Mackall Ave, McLean, Virginia 22101.

AMENDED AND RESTATED GUARANTY AGREEMENT
Guaranty Agreement • March 16th, 2007 • Comstock Homebuilding Companies, Inc. • Operative builders

THIS AMENDED AND RESTATED GUARANTY AGREEMENT (this “Guaranty”) is made as of the ___ day of December, 2006, by COMSTOCK HOMEBUILDING COMPANIES, INC., a Delaware corporation (the “Guarantor”) in favor of BANK OF AMERICA, N.A., a national banking association (the “Lender”), and its successors and assigns.

FIRST LOAN MODIFICATION AGREEMENT
Loan Modification Agreement • March 16th, 2007 • Comstock Homebuilding Companies, Inc. • Operative builders • Virginia

THIS FIRST LOAN MODIFICATION AGREEMENT (this “Modification” or this “Agreement”) is made as of the day of December, 2006, by and among: (a) COMSTOCK BELLEMEADE, L.C., a Virginia limited liability company (“Borrower”); (b) COMSTOCK HOMEBUILDING COMPANIES, INC., a Delaware corporation (“Guarantor”); (c) BANK OF AMERICA, N.A., a national banking association, its successors and/or assigns (“Lender”) and (d) LENKA E. LUNDSTEN, a resident of Fairfax County, Virginia as Trustee (the “Trustee”).

CONSULTING AGREEMENT
Consulting Agreement • March 16th, 2007 • Comstock Homebuilding Companies, Inc. • Operative builders • Virginia

THIS CONSULTING AGREEMENT (this “Agreement”) is entered into as of the 21st day of December, 2006, by and between Comstock Homebuilding Companies, Inc., a Delaware corporation (“Comstock”), and The Merion Group, L.C. (“Consultant”).

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 16th, 2007 • Comstock Homebuilding Companies, Inc. • Operative builders • Virginia

THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made this 21st day of December, 2006, by and between Comstock Countryside, L.C. (“Seller”), a Virginia limited liability company and Merion-Loudoun, LC, a Virginia limited liability company (“Purchaser”).

LOAN MODIFICATION AGREEMENT
Loan Modification Agreement • March 16th, 2007 • Comstock Homebuilding Companies, Inc. • Operative builders • Georgia

THIS LOAN MODIFICATION AGREEMENT (this “Agreement” or this “Modification”) is made as of the day of December, 2006, by and among: (a) COMSTOCK HOMES OF ATLANTA, LLC, a Georgia limited liability company (“Comstock Atlanta”) (formerly known as PCH Development, LLC, a Georgia limited liability company (“PC Development”) which is successor by merger to Parker Chandler Homes, Inc., a Georgia corporation (“PC, Inc.”)) (b) COMSTOCK HOMES OF MYRTLE BEACH, LLC, a South Carolina limited liability company (“Comstock Myrtle”) (formerly known as PARKER-CHANDLER HOMES/SOUTH CAROLINA, LLC, a South Carolina limited liability company (“PC South”)) (Comstock Atlanta, PC, Inc., PC Development, Comstock Myrtle and PC South are hereinafter collectively referred to as “Borrower”); (c) COMSTOCK HOMEBUILDING COMPANIES, INC., a Delaware corporation (“Guarantor”) and (d) BANK OF AMERICA, N.A., a national banking association, its successors and/or assigns (“Lender”).

LOAN MODIFICATION AGREEMENT
Loan Modification Agreement • March 16th, 2007 • Comstock Homebuilding Companies, Inc. • Operative builders • Georgia

THIS LOAN MODIFICATION AGREEMENT (this “Agreement” or this “Modification”) is made as of the day of December, 2006, by and among: (a) HIGHLAND AVENUE PROPERTIES, LLC, a Georgia limited liability company (the “Borrower”); (b) COMSTOCK HOMEBUILDING COMPANIES, INC., a Delaware corporation (“Guarantor”) and (c) BANK OF AMERICA, N.A., a national banking association, its successors and/or assigns (“Lender”).

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