TRANSFER AGREEMENT

THIS TRANSFER AGREEMENT (“Agreement”) is made this ____ day of July, 2000, by and between (a) Montgomery County, Maryland, a charter county organized under Maryland law (the “County”), (b) Prime Communications-Potomac, LLC, a Delaware limited liability company (the “Franchisee”), (c) Comcast Cable of Maryland, Inc., a Delaware corporation (“Comcast Maryland”), (d) Prime Communications, LLC, a Delaware limited liability company (“Prime”), and (e) Comcast Prime, LLC, a Delaware limited liability company (“Comcast Prime”).

RECITALS

A.The County has granted the Franchisee a nonexclusive cable television franchise (the “Franchise”) for a term of fifteen (15) years pursuant to Montgomery County Code, Chapter 8A (the “Cable Law”), as amended; Article 25A, Section 5(B) of the Annotated Code of Maryland, 1957, as amended; the franchise agreement between the Franchisee and the County effective July 1, 1998 (the “Franchise Agreement”); and the Settlement Agreement among the County, the Franchisee, and SBC Media Ventures, L.P., dated June 10, 1998 (the “Settlement Agreement”).

B.The Franchisee is a wholly owned subsidiary of Prime Potomac-Performance LLC (“Prime Performance”). Prime Performance is a wholly owned subsidiary of Prime Communications Holdings, LLC (“Prime Holdings”). Prime Holdings is a wholly owned subsidiary of Prime.

C.Comcast Prime and Comcast Maryland are each wholly owned subsidiaries of Comcast Cable Communications, Inc. (“Comcast Cable”). Comcast Cable and Comcast Funding, Inc. (“Comcast Funding”) are each wholly owned subsidiaries of Comcast Corporation.

D.Prime and Comcast Funding entered into a Loan Agreement dated April 5, 1999, and Prime, Comcast Funding and Comcast Prime entered into Amendment No. 1 to the Loan Agreement dated November 9, 1999, pursuant to which Comcast Prime will acquire all of the equity interests in Prime. Immediately thereafter Comcast Maryland will acquire all of the equity interests in Comcast Prime (the “Proposed Transaction”).

E.The Proposed Transaction will result in a change of control of the Franchisee.

F.The Franchisee has filed an application on FCC Form 394 (the “Transfer Application”) requesting that the County approve the change of control of the Franchisee (the “Transfer”).

G.The County has legal authority under Section 3 of the Franchise Agreement, Section 8A-23 of the Cable Law, and applicable state and federal law to approve or disapprove the Transfer.

H.The County’s approval of the Transfer is appropriate if (i) the Franchisee agrees to continue to be bound by, and if Comcast Prime and Comcast Maryland each agree to cause the Franchisee to comply with, all of the provisions, terms, conditions and limitations prescribed in the Franchise Agreement, the Settlement Agreement, the Cable Law, this Agreement, and all applicable federal, state and local laws, (ii) the County, after review of the Franchisee’s performance under the Franchise, the quality of service during the Franchise term to date, and the financial, technical, legal and character qualifications of Comcast Prime and Comcast Maryland, determines that the plans of Comcast Prime and Comcast Maryland for constructing, operating and maintaining the Cable System are adequate, and (iii) the County determines that the Transfer is necessary and in the best interest of the County and its residents.

I.The County Executive has concluded that Comcast Prime and Comcast Maryland each possesses the technical, financial, legal, and character qualifications required of a transferee pursuant to the Franchise Agreement, the Settlement Agreement, and the Cable Law, and, provided that the Franchisee, Prime, Comcast Prime, and Comcast Maryland agree to address certain risks to the County by complying with the terms of this Agreement, that the Transfer is necessary and in the best interest of the County and its residents.

J.County approval of the Transfer is granted in reliance on the following representations by Comcast Maryland:

(i)         Comcast Maryland has no intention to enter into any exclusive programming agreement, as described in County Code Section 8A‑15(c)(1).

(ii)        Because Comcast Maryland is upgrading the County cable system to current industry standards, Comcast Maryland believes that this system will be able to accommodate the cable industry technical solution for multiple Internet Service Provider access without any further significant construction on the outside plant.

(iii)       Comcast Maryland has no intention to change the structure of subscriber bills.

NOW, THEREFORE, in consideration of the County’s consent to the Transfer, the promises and undertakings herein by the parties, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and subject to the terms and conditions of this Agreement, the parties agree as follows:

SECTION 1.  DEFINITIONS

Except as otherwise provided herein, the definitions and word usage set forth in the Franchise Agreement, the Settlement Agreement, and the Cable Law are incorporated herein and shall apply in this Agreement.

SECTION 2.  TRANSFER OF CONTROL

2.1In consideration for the promises and performances of the Franchisee, Prime, Comcast Prime, and Comcast Maryland, as expressed elsewhere in this Agreement, including the Recitals, upon recommendation of the County Executive and approval of the Montgomery County Council (the “County Council”), the County hereby consents to the Transfer.

2.2The County has negotiated this Agreement on behalf of the Participating Municipalities in accordance with County-Municipal Agreements. This Agreement, when approved by the County Council, shall be binding with respect to the County, but shall not impose any obligation on the Franchisee, Prime, Comcast Prime or Comcast Maryland with respect to any Participating Municipality. Each of the Participating Municipalities may review this Agreement and consent thereto by separate action, at which time the Agreement shall be binding upon the Franchisee, Prime, Comcast Prime, and Comcast Maryland with respect to such Participating Municipality.

2.3Each party to this Agreement reserves all rights not expressly granted, waived or conditioned in this Agreement.

2.4Neither this Agreement, nor any other action or omission by the County at or before the execution of this Agreement, shall be construed to grant the County’s consent to any future transfer of the Franchise and/or the System, and/or change in ownership and/or control of the Franchise and/or the System, or to mean that the County’s consent to any future transaction is not required.

2.5The County waives none of its rights with respect to the Franchisee’s compliance with the terms, conditions, requirements and obligations set forth in the Franchise Agreement, the Settlement Agreement, or the Cable Law.

2.6At no time will the Franchisee, Prime, Comcast Prime, Comcast Maryland, or any of their respective affiliates or agents contend, either directly or indirectly, that the County is barred, by reason of the Transfer, from considering, or raising claims based on, the Franchisee’s current or future failure to comply with the terms and conditions of the Franchise Agreement, the Settlement Agreement, the Cable Law or other applicable law. The County’s approval of the Transfer shall in no way be deemed a representation by the County that the Franchisee is in compliance with all of its obligations under the Franchise Agreement, the Settlement Agreement, or the Cable Law.

2.7Any consent given by the County to the Transfer is made without prejudice to, or waiver of, the County’s right to fully investigate and consider financial, technical, and legal qualifications and any other relevant considerations during any future franchise renewal or transfer process.

2.8The Franchisee, Prime, Comcast Prime, and Comcast Maryland acknowledge and agree that neither this Agreement nor the County’s consent to the Transfer shall affect or alter any claims the County may have against the Franchisee or release the Franchisee from any liability whatsoever, including, without limitation, known and unknown claims, any unresolved consumer complaints; or any construction, facility or other requirements of the Franchise Agreement, the Settlement Agreement or the Cable Law.

2.9The Franchisee, Comcast Prime, and Comcast Maryland agree to reimburse the County for all costs, including fees and expenses, actually and reasonably incurred (including, without limitation, for attorneys and financial and technical consultants) in its review of the Transfer Application, including but not limited to the costs of negotiations, evaluating the qualifications of Comcast Prime and Comcast Maryland, and preparing this Agreement and related documentation. The County shall provide the Franchisee with an accounting and invoices of these fees and expenses. The amount of the application fee shall be credited against the County’s fees and expenses. Payment to the County shall be delivered within thirty (30) days of receipt of invoices, provided that no payment shall be made to the County unless the County Council has approved this Agreement. Such payments are in addition to any franchise fee, and such payments shall not be treated as costs eligible for treatment as conditions of the franchise in accordance with 47 CFR §76925. Failure to make timely payment of these costs and expenses, except to the extent that they are the subject of legitimate dispute, shall constitute a material violation of this Agreement.

2.10Any consent given by the County to the Transfer is made notwithstanding the provisions of Section 3(a)(1) and 3(b) of the Franchise Agreement and in consideration of the promises and undertakings of each of the parties hereunder.

SECTION 3.  ACCEPTANCE OF FRANCHISE OBLIGATIONS

3.1The Franchisee hereby accepts, acknowledges and agrees that, after the Transfer, it shall continue to be bound by all the commitments, duties, and obligations, past, present, continuing and future, embodied in the Franchise Agreement (as amended by Section 5.4), the Settlement Agreement, and the Cable Law, and that the Transfer shall have no effect on these obligations. Comcast Prime and Comcast Maryland agree that they shall use best efforts to cause the Franchisee to comply with all of the Franchisee’s commitments, duties, and obligations, present, continuing and future, embodied in the Franchise Agreement, the Settlement Agreement, and the Cable Law, and that the Transfer shall have no effect on these obligations. In addition:

3.1.1 The System Rebuild and the Institutional Network described in Sections 6(d) and 7(h)(4)-(5) of the Franchise Agreement shall be completed in accordance with the terms thereof, in a manner acceptable to the County pursuant to Sections 6(j) and 7(h)(5)(E) of the Franchise Agreement. The Franchisee shall use diligent, commercially reasonable and good faith efforts to accelerate the completion of the System Rebuild and the Institutional Network. The Franchisee, Prime, Comcast Prime, and Comcast Maryland contemplate that, provided that the County Council consents to the Transfer no later than May 18, 2000, completion of the System Rebuild and the Institutional Network could be achieved several months earlier than required under the Franchise Agreement.

3.1.2 The Franchisee shall, within 30 (thirty) days of the date on which the Transfer is consummated, provide to the County an initial written plan to achieve full compliance with each customer service standard prescribed under Section 9 of the Franchise Agreement and Section 8A-14 of the Cable Law. Submission of this plan will not operate to waive or cure any existing non-compliance.

3.1.3 The Franchisee shall cause a letter of credit (the “Replacement Letter”) to be provided to the County containing substantially similar terms as the letter of credit required by Section 5.2 of the Settlement Agreement (the “Letter of Credit”). The Replacement Letter and its issuer shall be subject to the County’s reasonable approval. Until the County accepts the Replacement Letter and so notifies Prime, Prime shall maintain the Letter of Credit in full force and effect.

3.1.4 The Franchisee shall maintain and enforce a policy, and shall cause any entity affiliated with it to maintain and enforce a policy, requiring all of their respective employees engaged in installation, repair and other work in or on Subscriber premises, or in the Public Rights-of-Way, to carry identification demonstrating that such person is its employee. Similarly, the Franchisee shall maintain and enforce a policy, and shall cause any entity affiliated with it to maintain and enforce a policy, pursuant to which vehicles used by their respective employees in connection with work performed in or on Subscriber premises, or in the Public Rights-of-Way, must bear a sign that (i) identifies the Franchisee, and (ii) provides a telephone number for submitting complaints or inquiries to the Franchisee.

3.1.5 For so long as the Franchisee, or any entity affiliated with the Franchisee, maintains a customer service call center in Charles County or Prince George’s County, a customer service call center shall be maintained in the County. Within 120 days after approval of the Transfer by the County Council, the Franchisee shall have employed an additional seventy (70) customer service representatives at the call center presently operating in Silver Spring, bringing the total number of customer service representatives serving the County to no less than one hundred thirty-five (135), measured on the basis of full-time equivalent employees, all of whom shall be primarily dedicated to serving Subscribers in the County.

3.1.6 Access Channel assignments should not be changed unless there is good cause and the entity responsible for managing the Access Channel consents to the change. Such consent to a channel assignment change shall not be unreasonably withheld. Access channel assignments should be the same throughout the System. If the Franchisee decides to change the channel designations for Access Channels, it must provide six months notice to the County prior to doing so, and shall reimburse the County and/or PEG users for any costs incurred for purchasing or modifying any equipment or for making logo changes necessitated by the channel designation changes. Alternatively, the Franchisee may choose to supply such equipment itself, provided such equipment is satisfactory to the County or PEG users.

3.1.7 The Franchisee shall:

a.add backup communications links to each call center serving the County;

b.implement a comprehensive training program for all call center personnel serving the County;

c.increase the number of supervisors in each call center serving the County to better support first-line personnel;

d.establish procedures to handle customer issues referred by County agencies, including establishing a special telephone line;

e.improve tools, test sets, and equipment to Comcast standards;

f.implement an ongoing preventative maintenance program focused on improving network integrity and performance; and

g.implement a 5-point Upgrade Customer Communication Plan that includes:

1.30-second commercials explaining upcoming construction phases;

2.60-day advance letter to each customer;

3.10-day advance letter to each customer;

4.72 hours before construction, place door hangers and sandwich boards in the construction area; and

5.post-upgrade information phone calls and surveys to ensure quality.

3.2The County reserves all of its rights with respect to the Franchisee’s future compliance with the terms, conditions, requirements and obligations set forth in the Franchise Agreement, the Settlement Agreement, and the Cable Law. No delay or failure to enforce any provision of the Franchise Agreement, the Settlement Agreement, and the Cable Law shall operate against the County as an estoppel or waiver with respect to any future violation of any such provision.

SECTION 4.  NO EFFECT ON FRANCHISE REQUIREMENTS

4.1Nothing in this Agreement amends or alters the Franchise Agreement (except as specifically indicated in Section 5.4), the Settlement Agreement, the Cable Law, or any requirements therein in any way and all provisions of the Franchise Agreement and the Settlement Agreement remain in full force and effect, enforceable in accordance with their terms and with applicable law.

4.2Each party to this Agreement, after consultation with its legal counsel as to the facts surrounding this Agreement, concludes and agrees that (a) none of the benefits received by the County in consideration of this Agreement shall be deemed franchise requirements, (b) no amounts paid pursuant to, or costs associated with or specified in, this Agreement or the Proposed Transaction shall be passed through as an “external cost,” itemized on subscriber bills, or, with respect to the payments under Section 2.9 of this Agreement, for rate regulation purposes be attributed to capital costs or operating expenses of the System, and (c) no costs, payments, or other consideration provided pursuant to this Agreement shall be construed to constitute a Franchise fee. Each party to this Agreement hereby waives any current or future claim to the contrary, agrees that it will not raise any claim or defense to the contrary, in any forum, and acknowledges that the County would not have approved the Transfer without this provision.

SECTION 5.  ADDITIONAL CONDITIONS

5.1The parties expressly recognize that the Transfer is subject to and requires the approval of the County Council in accordance with County law. Such approval is a condition precedent to this Agreement. The execution of this Agreement in no way binds the County Council to approve the Transfer, and this Agreement will automatically become null and void, if the County Council does not approve the Transfer.

5.2If the Proposed Transaction does not close within one hundred twenty (120) days after the date on which County Council approves the Transfer, or if the Proposed Transaction closes during such one hundred twenty (120) day period on terms that are materially and adversely different from those disclosed to the County in writing prior to the date hereof, this Agreement may be terminated at the option of any party by written notice given within twenty (20) days of the end of such one hundred twenty (120) day period. Within ten (10) days after the Proposed Transaction closes, the Franchisee shall (a) notify the County in writing that such closing has occurred and (b) certify to the County in writing whether the Proposed Transaction has closed on terms materially and adversely different from those disclosed to the County in writing prior to the date hereof, such certification shall include, but not be limited to, confirmation of the entities involved in the transfer of control of the Franchisee and the ownership interests of each such entity. If the Proposed Transaction closes on terms materially different from those disclosed in writing to the County prior to the date hereof, and if the County exercises its right to terminate this Agreement as described above, the Franchisee, Prime, Comcast Prime, and Comcast Maryland shall not contend, and hereby waive any and all claims that they may have, that denial of the Transfer Application fails to satisfy the deadlines established by applicable law including, without limitation, claims based on, arising out of, or relating to 47 U.S.C. § 537, as amended.

5.3The County’s consent to the Transfer is made, in part, in reliance upon the representations and warranties made in this Agreement by the Franchisee, Prime, Comcast Prime, and Comcast Maryland, and upon the documents and information provided by each of these companies in connection with the Proposed Transaction and the Transfer.

5.4The Franchise Agreement shall be amended as follows:

5.4.1The first sentence of Section 7(h)(5) shall be amended to read as follows:

“(5)      Concurrent with the installation of fiber optic capacity during the System Rebuild, in addition to commitments in any other paragraph in this subsection, the Franchisee shall complete construction of an Institutional Network at no cost to the County to the locations listed in Exhibit B, as an extension of the County’s existing FiberNet. The Franchisee shall cooperate with the County Council in any review of the Franchisee’s obligations under the Franchise Agreement regarding FiberNet and the Institutional Network.”

5.4.2 The first sentence before the colon in Section 11(d) shall be amended to read as follows:

“(d)      Special Reports. Unless this requirement is waived in whole or in part by the County, the Franchisee shall deliver the following reports to the County (including, unless waived, a separate copy delivered to the County Council):”

5.4.3Section 11(d) shall be amended by adding a new paragraph (4) as follows:

“(4)      The Franchisee must submit to the County any additional information required to determine the Franchisee’s compliance with each customer service standard in Section 9, including the raw data required to calculate any standard that is measured as a periodic average.”

5.4.4Section 11(f) shall be amended by adding a new paragraph (1)(G) as follows:

“(G)     All additional records of data necessary to determine the Franchisee’s compliance with the customer service standards in Section 9.”

5.4.5Section 11(j) shall be amended to read as follows:

“(j)       Waiver of Reporting Requirements.  The County may, at its discretion after notice to the County Council, waive in writing the requirement of any particular report specified in this Section.”

5.4.6Section 14(g)(7) shall be amended to read as follows:

“(7)(A)Beginning six months after the closing date of the sale of the Franchise by Prime-Potomac, LLC, for a violation of any customer service standard measured quarterly:  $500 for the first violation; $5,000 for any violation within 18 months after the first; and $10,000 for any violation within 18 months after the second or any subsequent violation ($500, $1,000, and $2,500, respectively, after the Franchisee has provided data demonstrating compliance with each quarterly customer service standard for six consecutive quarters following completion of the System Rebuild); and

“(B)For any other violation of a customer service standard:  $200 per violation;”

 5.5 The Franchisee shall sponsor a pilot project generally as described in the memorandum dated July 11, 2000, from Jaye Gamble to Councilmember Marilyn J. Praisner (“Re: County Issues - Comcast Responses”), in at least three locations in the County, to evaluate the effects of providing broadband Internet access to low-income residents through community facilities. The Franchisee and the County Council must agree on the project plan within 6 months after the Transfer.

5.6Prime agrees to pay liquidated damages to the County of $17,600. The County shall credit this amount against the total liquidated damages that the County may impose under section 14(g)(7) of the Franchise Agreement for a violation of the customer service standards in section 9(c)(3)(A) and (B), and (d)(1)-(6) of the Franchise Agreement that occurred between July 1, 1998, and the closing date of the sale of the Franchise by Prime.

5.7 The Franchisee shall comply with the County’s written policies governing the placement and appearance of pedestals, equipment covers, and other above-ground cable equipment and facilities.

SECTION 6.  REPRESENTATIONS AND WARRANTIES

6.1 The Franchisee, Prime, Comcast Prime, and Comcast Maryland each represents and warrants that at the time of the execution of this Agreement: (a) it is a corporation, limited liability company, or partnership duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized; (b) the Franchise Agreement, the Settlement Agreement, and the Cable Law and, assuming due execution hereof by the other parties hereto and its approval by the County Council, this Agreement constitutes legal, valid and binding obligations of each such company enforceable in accordance with their respective terms; (c) the execution and delivery of, and performance by each such company under this Agreement, the Franchise Agreement, the Settlement Agreement, and the Cable Law, where applicable, are within each such company’s power and authority without the joinder or consent of any other party and have been duly authorized by all requisite corporate or partnership action on the part of each such company and are not in contravention of each such company’s partnership agreement, charter, bylaws, and/or other organizational documents; and (d) the execution and delivery of this Agreement does not contravene, result in a breach of, or constitute a default under, any contract or agreement to which either of them is a party or by which either of them or any of their properties may be bound (nor would such execution and delivery constitute such a default with the passage of time or the giving of notice or both), and does not violate or contravene any law, order, decree, rule, regulation or restriction to which either of them is subject.

6.2The Franchisee, Prime, Comcast Prime, and Comcast Maryland each represents and warrants that the Transfer does not adversely affect the financial position of the Franchisee, Prime, Comcast Prime, or Comcast Maryland, as applicable.

6.3The Franchisee, Prime, Comcast Prime, and Comcast Maryland each represents and warrants that it understands that the Franchise is scheduled to expire on June 30, 2013, unless renewed or extended. The County makes no representation or warranty regarding renewal or extension of the term of the Franchise.

6.4The Franchisee, Prime, Comcast Prime, and Comcast Maryland agree to indemnify and hold the County harmless against any actual and direct loss, claim, damage, liability or expense (including, without limitation, reasonable attorneys’ fees) caused by any representation or warranty made by the Franchisee, Prime, Comcast Prime, or Comcast Maryland herein which proves to be untrue or inaccurate in any material respect.

6.5The Franchisee, Prime, Comcast Prime, and Comcast Maryland each represents and warrants that, in consultation with its respective legal counsel and other consultants, it has reviewed the terms and provisions of the Franchise Agreement and the Settlement Agreement, understands and recognizes the burdens and obligations of the Franchise Agreement and Settlement Agreement.

6.6County approval of the Transfer is granted in reliance on the following representations by Comcast Maryland:

6.6.1The Franchisee will continue to specifically identify each Montgomery County public, educational, and government (PEG) channel in any on-screen program guide.

6.6.2In addition to any other data requirement under the Franchise, the Franchisee will provide as-built engineering drawings of the system in a form compatible with the County’s Geographic Information System (GIS), as required by the Franchise.

6.6.3The Franchisee will provide free cable modem equipment, service, and training to County schools and libraries, as described in the June 19, 2000, letter from Jaye Gamble to Councilmember Marilyn J. Praisner, and, if available in the County, will make additional and higher-capacity services (such as Comcast Commercial Internet Service) available to the County at the lowest cost extended (consistent with any volume requirement that applied to any discount extended) to a public school or library in any other Comcast cable franchise area.

SECTION 7.  DISPUTES REGARDING THIS AGREEMENT

7.1Neither the Franchisee, Prime, Comcast Prime, or Comcast Maryland, nor any of their respective affiliates, nor the County, will take any action to challenge any provision of this Agreement as contrary to the Cable Communications Policy Act of 1984, 47 U.S.C. §§ 521 et seq., as amended and in effect on the date hereof, or to FCC regulations as in effect on the date hereof, nor will they participate with any other person or entity in any such challenge.

7.2If any provision of this Agreement is found to be unenforceable in a final judicial or administrative proceeding, the parties shall enter into good faith negotiations with the intent of reaching an agreement that would place all parties to this Agreement, and cable system users and Subscribers substantially in the same position as if this Agreement were fully enforceable.

SECTION 8.  RATES

8.1The Franchisee, Prime, Comcast Prime, and Comcast Maryland represent and warrant that the Transfer alone will not result in any increase in Subscriber rates.

8.2The Franchisee shall comply with all applicable federal laws in its establishment of Subscriber rates.

SECTION 9.  MISCELLANEOUS PROVISIONS

9.1Effective Date. This Agreement shall be effective and binding upon the parties once it has been signed by all signatories, subject to Section 5.1 above.

9.2Binding Acceptance. This Agreement shall bind and benefit the parties hereto and their respective heirs, beneficiaries, administrators, executors, receivers, trustees, successors and assigns, and the promises and obligations herein shall survive the expiration date hereof. Any purported assignment of this Agreement is void without the express written consent of the County.

9.3Voluntary Agreement. This Agreement is freely and voluntarily given by each party, without any duress or coercion, and after each party has consulted with its counsel. Each party has carefully and completely read all of the terms and provisions of this Agreement. Neither the Franchisee, Prime, Comcast Prime, or Comcast Maryland, nor any of their respective affiliates, nor the County, shall take any action to challenge any provision of this Agreement; nor shall they participate with any other person or entity in any such challenge.

9.4Severability. If any term, condition, or provision of this Agreement shall, to any extent, be held to be invalid, preempted, or unenforceable, the remainder hereof shall be valid in all other respects and continue to be effective.

9.5Counterparts. This Agreement may be executed in several counterparts, each of which when so executed shall be deemed to be an original copy, and all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all parties shall not have signed the same counterpart.

  9.6Governing Law. This Agreement shall be governed in all respects by the law of the State of Maryland.

 9.7Time is of Essence. In determining whether a party has substantially complied with this Agreement, the parties agree that time is of the essence.

9.8Captions and References. The captions and headings of sections throughout this Agreement are intended solely to facilitate reading and to reference the sections and provisions of this Agreement. Such captions shall not affect the meaning or interpretation of this Agreement.

AGREED TO THIS ___ DAY OF JULY 2000.

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SIGNATURE PAGE TO TRANSFER AGREEMENT

MONTGOMERY COUNTY, MARYLAND