General Counsel Employment Agreement

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the " Agreement" ) entered into as of February 14, 2005, by and between First Potomac Realty Investment Limited Partnership, a Delaware limited partnership, (the " Company" ) and Joel F. Bonder (" Executive" ).

WHEREAS, First Potomac Realty Trust, a Maryland real estate investment trust, (the " Trust" ) is the Company' s general partner;

WHEREAS, the parties desire to enter into an agreement to reflect Executive' s executive capacities in the Trust' s business and to provide for Executive' s employment by the Company, upon the terms and conditions set forth herein; and

WHEREAS, Executive has agreed to certain confidentiality, non-competition and non-solicitation covenants contained hereunder, in consideration of the additional benefits provided to Executive under this Agreement;

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Employment . The Company hereby agrees to employ Executive, and Executive hereby accepts such employment and agrees to perform Executive' s duties and responsibilities, in accordance with the terms, conditions and provisions hereinafter set forth.

1.1. Employment Term . This Agreement shall be effective as of January 4, 2005 and shall continue until October 8, 2005, unless the Agreement is terminated sooner in accordance with Section 2 or 3 below. In addition, the term of the Agreement shall automatically renew for periods of one (1) year unless either party gives written notice to the other party, at least ninety (90) days prior to the end of the initial term or at least ninety (90) days prior to the end of any one (1) year renewal period, that the Agreement shall not be further extended. The period commencing on the effective date and ending on the date on which the term of Executive' s employment under the Agreement shall terminate is hereinafter referred to as the " Employment Term." If a Change in Control (as defined in Section 3) occurs, the Employment Term shall be automatically extended to the later of (i) the end of the then existing initial or renewal period or (ii) the date that is one (1) year after the Change in Control, unless the Employment Term is sooner terminated according to Section 2 or 3 below.

1.2. Duties and Responsibilities . During the Employment Term, Executive shall serve as the Senior Vice President, General Counsel and Secretary of the Trust and shall be employed at the Company. The Executive' s principal employment duties and responsibilities shall be those duties and responsibilities customary for the position of Senior Vice President, General Counsel and Secretary and such other executive duties and responsibilities as the Chief Executive Officer of the Trust shall reasonably assign to the Executive. Executive shall perform all duties and accept all responsibilities incident to such position as may be reasonably assigned to him by the Chief Executive Officer of the Trust. The Executive shall report directly to the Chief Executive Officer of the Trust.

1.3. Extent of Service . Executive agrees to use Executive' s best efforts to carry out Executive' s duties and responsibilities under Section 1.2 hereof and, consistent with the other provisions of this Agreement, to devote substantially all of Executive' s business time, attention and energy thereto. The foregoing shall not be construed as preventing Executive from making investments in other businesses or enterprises, provided that Executive agrees not to become engaged in any other business activity which, in the reasonable judgment of the Chief Executive Officer of the Trust, is likely to interfere with Executive' s ability to discharge Executive' s duties and responsibilities to the Company and the Trust.

1.4. Base Salary . For all the services rendered by Executive hereunder, the Company shall pay Executive a base salary (" Base Salary" ), commencing on date above, at the annual rate of $200,000, payable in installments at such times as the Company customarily pays its other senior level executives. Executive' s Base Salary shall be reviewed annually for appropriate increases by the Board of Trustees of the Trust (the " Board" ) (or the compensation committee of the Board) pursuant to the Board' s normal performance review policies for senior level executives.

1.5. Annual Incentive Award . Executive shall be entitled to receive an annual cash incentive bonus for each fiscal year during the Employment Term consistent with a bonus policy adopted by the Board (or the compensation committee of the Board) (the " Bonus Policy" ). If the Executive or the Company, as the case may be, satisfies the performance criteria contained in such Bonus Policy for a fiscal year, Executive shall receive an annual incentive bonus in an amount determined by the Board (or the compensation committee of the Board). If the Executive or the Company, as the case may be, fails to satisfy the performance criteria contained in such Bonus Policy for a fiscal year, the Board (or the compensation committee of the Board) may determine whether any incentive bonus shall be payable to Executive for that year. For purposes of this Agreement, the term " Incentive Bonus" shall mean the amount established pursuant to this Section 1.5.

1.6. Retirement, Welfare and Other Benefit Plans and Programs . During the Employment Term, Executive shall be entitled to participate in all employee retirement and welfare benefit plans and programs made available to the Company' s senior level executives as a group or to its employees generally, as such retirement and welfare plans may be in effect from time to time and subject to the eligibility requirements of the plan. During the Employment Term, Executive shall be entitled to vacation and sick leave in accordance with the Company' s vacation, holiday and other pay for time not worked policies. Nothing in this Agreement shall prevent the Company from amending or terminating any retirement, welfare or other employee benefit plans or programs from time to time as the Company deems appropriate.

1.7. Reimbursement of Expenses . Executive shall be provided with reimbursement of reasonable expenses related to Executive' s employment by the Company on a basis no less favorable than that which may be authorized from time to time for senior level executives as a group.

1.8. Incentive Compensation .

(a) Initial Option . At hire, the Trust shall grant to Executive an option (the " Initial Option" ) to purchase 50,000 Shares, at a price per Share equal to the trading price on January 4, 2005. The Initial Option shall become exercisable with respect to 1/4 of the Shares on the first anniversary of the date of grant and the remaining 3/4 of the Shares shall become exercisable in increments of 6.25% on the same day as the date of grant of every third month, beginning with the third month that commences after the first anniversary of the date of grant, provided that the Executive is employed by or providing service to the Company or Trust on each such date. All other terms and conditions of the Initial Option shall be governed by the Trust' s standard stock option agreement for such grants.

(b) Executive shall be entitled to participate in any short-term and long-term incentive programs (including without limitation the 2003 Equity Compensation Plan and any subsequently implemented stock option plans) established by the Company or the Trust for the Company' s senior level executives generally, at levels commensurate with the benefits provided to other senior executives and with adjustments appropriate for his position as specified in Section 1.2.

2. Termination . Executive' s employment shall terminate upon the occurrence of any of the following events:

2.1. Termination Without Cause; Resignation for Good Reason .

(a) The Company may remove Executive at any time without Cause (as defined in Section 2.7) from the position in which Executive is employed hereunder (in which case the Employment Term shall be deemed to have ended) not less than thirty (30) days' prior written notice to Executive; provided, however, that, in the event that such notice is given, Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, Executive may initiate termination of employment by resigning under this Section 2.1 for Good Reason (as defined in Section 2.7). Executive shall give the Company not less than thirty (30) days' prior written notice of such resignation.

(b) Upon any removal or resignation described in Section 2.1(a) above, Executive shall be entitled to receive only the amount due to Executive under the Company' s then current severance pay plan for employees, if any. No other payments or benefits shall be due under this Agreement to Executive, but Executive shall be entitled to any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.

(c) Notwithstanding the provisions of Section 2.1(b), in the event that Executive executes and does not revoke a written release upon such removal or resignation, substantially in the form attached hereto as Exhibit A (the " Release" ), of any and all claims against the Company and all related parties with respect to all matters arising out of Executive' s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which Executive has accrued a benefit), Executive shall be entitled to receive, in lieu of the payment described in Section 2.1(b), the following:

(i) One (1) times Executive' s Base Salary, at the rate in effect immediately before Executive' s termination of employment, payable in equal installments, consistent with the Company' s past payroll practices, over the twelve (12) month period after the Executive' s Date of Termination, commencing with the first payroll period that occurs after the period during which Executive' s right to revoke his acceptance of the terms of the Release has expired. Notwithstanding the foregoing, the Company may determine, in its sole discretion and at any time, to provide that the amounts payable under this subsection (i) shall be paid to Executive in a lump sum, as opposed to installments over the twelve (12) month period.

(ii) Pro rated Incentive Pay (as defined in Section 2.7) for the year in which Executive' s Date of Termination occurs. The pro rated Incentive Pay shall be based on the Executive' s Incentive Pay for the fiscal year in which Executive' s Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of days during which Executive was employed by the Company in the fiscal year of his termination and the denominator of which is 365. Such pro rated Incentive Pay shall be paid to Executive in equal installments, consistent with the Company' s past payroll practices, over the twelve (12) month period after the Executive' s Date of Termination, commencing with the first payroll period that occurs after the period during which Executive' s right to revoke his acceptance of the terms of the Release has expired. Notwithstanding the foregoing, the Company may determine, in its sole discretion and at any time, to provide that the amounts payable under this subsection (ii) shall be paid to Executive in a lump sum, as opposed to installments over the twelve (12) month period.

(iii) For a period of twelve (12) months following the Date of Termination, Executive shall continue to receive the medical coverage in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed from time to time for employees generally, as if Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay Executive cash in lieu of such coverage in an amount equal to Executive' s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Internal Revenue Code of 1986, as amended, (the " Code" ) shall run concurrently with the foregoing twelve (12) month benefit period.

(iv) Notwithstanding any provision to the contrary in any applicable plan, program or agreement, all outstanding stock options, restricted stock and other equity rights held by the Executive as of Executive' s Date of Termination shall become fully vested and/or exercisable, as applicable, as of Executive' s Date of Termination. All outstanding stock options and other equity rights that have an exercise period shall remain exercisable for the shorter of: (A) three (3) years from the Executive' s Date of Termination or (B) the end of their applicable original term.

(v) Executive shall receive any other amounts earned, accrued or owing but not yet paid under Section 1 above and any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.

2.2. Voluntary Termination . Executive may voluntarily terminate his employment for any reason upon thirty (30) days' prior written notice. In such event, after the effective date of such termination, except as provided in Section 2.1 with respect to a resignation for Good Reason, no further payments shall be due under this Agreement, except that Executive shall be entitled to any benefits due in accordance with the terms of any applicable benefit plans and programs of the Company.

2.3. Disability . The Company may terminate Executive' s employment if Executive has been unable to perform the material duties of his employment for a period of three (3) consecutive months in any 12-month period because of physical or mental injury or illness (" Disability" ); provided, however, that the Company shall continue to pay Executive' s Base Salary until the Company acts to terminate Executive' s employment. Executive agrees, in the event of a dispute under this Section 2.3 relating to Executive' s Disability, to submit to a physical examination by a licensed physician jointly selected by the Board and Executive. If the Company terminates Executive' s employment for Disability, Executive shall be entitled to receive the following:

(a) The Company shall pay to Executive any amounts earned, accrued or owing but not yet paid under Section 1 above and pro rated Incentive Pay for the fiscal year in which his Date of Termination occurs, calculated according to Section 2.1(c)(ii) above.

(b) All outstanding stock options, restricted stock and other equity rights held by the Executive as of Executive' s Date of Termination shall become fully vested and/or exercisable, as applicable, as of Executive' s Date of Termination. All outstanding stock options and other equity rights that have an exercise period shall remain exercisable for the shorter of: (A) three (3) years from the Executive' s Date of Termination or (B) the end of their applicable original term.

(c) Executive shall receive any other benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.

2.4. Death . If Executive dies while employed by the Company, the Company shall pay to Executive' s executor, legal representative, administrator or designated beneficiary, as applicable, (i) any amounts earned, accrued or owing but not yet paid under Section 1 above and any benefits accrued or earned under the Company' s benefit plans and programs, (ii) a pro rated Incentive Pay for the fiscal year in which Executive' s death occurs, which bonus shall be calculated according to Section 2.1(c)(ii) above and (iii) all outstanding stock options, restricted stock and other equity rights held by the Executive as of Executive' s Date of Termination shall become fully vested and/or exercisable, as applicable, as of Executive' s Date of Termination and all outstanding stock options and other equity rights that have an exercise period shall remain exercisable for the shorter of: (A) three (3) years from the Executive' s Date of Termination or (B) the end of their applicable original term. Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive' s executors, legal representatives, administrators, heirs or assigns or any other person claiming under or through Executive.

2.5. Cause . The Company may terminate Executive' s employment at any time for Cause upon written notice to Executive, in which event all payments under this Agreement shall cease, except for Base Salary to the extent already accrued. Executive shall be entitled to any benefits accrued or earned before his termination in accordance with the terms of any applicable benefit plans and programs of the Company.

2.6. Notice of Termination . Any termination of Executive' s employment shall be communicated by a written notice of termination to the other party hereto given in accordance with Section 9. The notice of termination shall (i) indicate the specific termination provision in this Agreement relied upon, (ii) briefly summarize the facts and circumstances deemed to provide a basis for a termination of employment and the applicable provision hereof, and (iii) specify the Date of Termination in accordance with the requirements of this Agreement.

2.7. Definitions .

(a) " Cause" shall mean any of the following grounds for termination of Executive' s employment:

(i) Executive shall have been convicted of, or a plea of guilty or nolo contendre to, a felony,

(ii) Executive intentionally and continually fails substantially to perform his reasonably assigned material duties to the Company (other than a failure resulting from Executive' s incapacity due to physical or mental illness), which failure has been materially and demonstrably detrimental to the Company and has continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Trust, has been delivered to Executive specifying the manner in which Executive has failed substantially to perform,

(iii) Executive engages in willful misconduct in the performance of his duties, or

(iv) Executive breaches any non-competition, non-disclosure or non-solicitation agreement in effect with the Company.

(b) " Date of Termination" shall mean the date that the termination of Executive' s employment with the Company is effective on account of the Executive' s death, Executive' s Disability, termination by the Company for Cause or without Cause or by the Executive for Good Reason or without Good Reason, as the case may be. The Employment Term shall end on the Date of Termination.

(c) " Good Reason" shall mean the occurrence of any of the following events or conditions, unless Executive has expressly consented in writing thereto or unless the event is remedied by the Company promptly after receipt of notice thereof given by Executive:

(i) a substantial reduction in Executive' s Base Salary;

(ii) a demotion of Executive;

(iii) a material reduction of Executive' s duties hereunder;

(iv) the Company' s requiring Executive to be based at a location other than in the Washington, D.C. metropolitan area;

(v) the non-renewal of the Agreement by the Company in accordance with Section 1.1; or

(vi) any material breach of this Agreement by the Company.

(d) " Incentive Pay" shall mean the greater of (i) Executive' s maximum Incentive Bonus for which Executive was eligible during the period that includes the Date of Termination or (ii) the highest aggregate bonus or incentive payment paid to Executive during any of the three (3) full calendar years prior to his Date of Termination. For purposes of this definition, " Incentive Pay" does not include any stock option, stock appreciation, stock purchase, restricted stock or similar plan, program, arrangement or grant, one time bonus or payment (including, but not limited to, any sign-on bonus), any amounts contributed by the Company for the benefit of Executive to any qualified or nonqualified deferred compensation plan, or any amounts designated by the parties as amounts other than Incentive Pay.

3. Change in Control .

3.1 Effect of Change in Control . If a Change in Control occurs and Executive' s employment terminates under the circumstances described below, the provisions of this Section 3 shall apply, instead of the provisions of Section 2.1.

3.2 Termination Without Cause Upon or After a Change in Control . Upon or after a Change in Control, the Company (by action of the Board) may remove Executive at any time without Cause from the position in which Executive is employed hereunder (in which case the Employment Term shall be deemed to have ended) upon not less than sixty (60) days' prior written notice pursuant to Section 9 to Executive; provided, however, that, in the event that such notice is given, Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. This provision shall not apply if Executive' s employment is terminated by the Company on account of the Executive' s death or Disability.

3.3 Resignation for Good Reason Upon or After a Change in Control . Upon or after a Change in Control, Executive may initiate termination of employment by resigning under this Section 3 for Good Reason. Executive shall give the Company not less than sixty (60) days' prior written notice pursuant to Section 9 of such resignation.

3.4 Benefits Payable Upon Termination Without Cause or Resignation for Good Reason Upon or After a Change in Control .

(a) Upon any removal or resignation described in Section 3.2 or 3.3 above, Executive shall be entitled to receive only the amount due to Executive under the Company' s then current severance pay plan for employees, if any. No other payments or benefits shall be due under this Agreement to Executive, but Executive shall be entitled to any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.

(b) Notwithstanding the provisions of Section 3.4(a), in the event of a removal or resignation described in Section 3.2 or 3.3 that occurs (i) (A) not more than six (6) months prior to the date on which a Change in Control occurs or (B) following the commencement of any discussion with a third person that ultimately results in a Change in Control, or (ii) upon or after a Change in Control if the termination occur ...