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THIS EXCLUSIVE RIGHT AGREEMENT ("AGREEMENT") is made and entered into as of the ____ day of December, 1999, by and between the DISTRICT OF COLUMBIA REDEVELOPMENT LAND AGENCY ("AGENCY") and DC USA OPERATING COMPANY LLC, a New York limited liability company ("DEVELOPER").

DEFINITIONS

As used in this AGREEMENT, unless the context otherwise requires or it is otherwise herein expressly provided, the following terms shall have the following meanings:

Development Plan: The DEVELOPER'S proposed detailed plans for developing the Property, the requirements of which plan are further described in Section 5 hereof.

Exclusive Right Agreement: This AGREEMENT, which grants to the DEVELOPER the exclusive right to prepare and submit a proposed Development Plan to the AGENCY. During the time the Exclusive Right Agreement is in effect, the AGENCY will neither solicit nor negotiate' Development Plans with any other developers for development of the Property.

Land Disposition Agreement: The contract containing the terms of the sale or lease of the Property between the AGENCY and the DEVELOPER.

Project: The construction and development of buildings and infrastructure in accordance with the Development Plan approved by the AGENCY.

Property: Parcel 27 in the Fourteenth Street Urban Renewal area.

Urban Renewal Plan: The Fourteenth Street Urban Renewal Plan, a geographic area of the District of Columbia that outlines a comprehensive plan of development for the area, and establishes the permitted uses of land within the area.

WHEREAS, the AGENCY desires that DEVELOPER, in order to enter into a Land Disposition Agreement for the acquisition and development of the Property, should submit a Development Plan for the Property containing the information set forth hereinafter; and

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