AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

BRANDYWINE OPERATING PARTNERSHIP, L.P.

TABLE OF CONTENTS

                                                                           Page

BACKGROUND..................................................................  1

AGREEMENTS..................................................................  1

ARTICLE I - DEFINITIONS.....................................................  2

ARTICLE II - GENERAL PROVISIONS............................................. 11

    2.1.   Continuation of the Partnership.................................. 11
    2.2.   Name, Principal Place of Business and Registered Office.......... 11
    2.3.   Purpose.......................................................... 11
    2.4.   Powers........................................................... 12
    2.5.   Term............................................................. 12
    2.6.   Amendment of Certificate......................................... 12
    2.7.   Partnership Assets............................................... 12
    2.8.   Limitation on Liability of Persons Related to Partners........... 13
    2.9.   Conflicts of Interest and Transactions with Affiliates........... 13
    2.10.  Statutory Compliance............................................. 13

ARTICLE III - PARTNERSHIP INTERESTS......................................... 14

    3.1.   In General....................................................... 14
    3.2.   Class A Units.................................................... 14
    3.3.   Creation and Issuance of Additional Partnership Interests........ 15
    3.4.   Issuance of Additional GP Units to General Partner............... 15

3.5. Other Provisions Relating to All Classes of Partnership Interests 16
3.6. Issuance of Class A Units Upon Exercise of Option to Acquire Retained Interests............................................... 16
3.7. Issuance of Additional Class A and GP Units Upon Achievement of Mortgage Discounts............................................ 17
3.8. Register......................................................... 18

ARTICLE IV - CAPITAL CONTRIBUTIONS.......................................... 19

4.1. Capital Contributions of the Partners............................ 19
4.2. Capital Contributions Generally.................................. 19
4.3. No Third Party Beneficiary....................................... 19

ARTICLE V - CAPITAL ACCOUNTS................................................ 20

5.1. Establishment and Maintenance of Capital Accounts................ 20
5.2. Succession to Capital Accounts................................... 20
5.3. Certain Adjustments.............................................. 20

ARTICLE VI - DISTRIBUTIONS.................................................. 20

6.1. Distributions.................................................... 20
6.2. Distributions upon Liquidation................................... 21
6.3. Additional Distribution Rules.................................... 21
6.4. Taxes Withheld................................................... 22
6.5. In-Kind Distributions............................................ 22

ARTICLE VII - ALLOCATIONS................................................... 23

7.1. Allocation of Net Income and Net Loss............................ 23
7.2. Special Allocations.............................................. 24
7.3. Tax Allocations.................................................. 25

ARTICLE VIII - EXPENSES; RIGHTS, DUTIES AND RESTRICTIONS OF THE GENERAL PARTNER; VOTING RIGHTS OF LIMITED PARTNERS........... 26

8.1. Expenses Borne by the Partnership................................ 26
8.2. Powers and Duties of General Partner............................. 27
8.3. Required Notice.................................................. 30
8.4. Proscriptions.................................................... 31
8.5. Compensation of the General Partner.............................. 31
8.6. Waiver and Indemnification....................................... 31
8.7. Operation in Accordance with REIT Requirements................... 32
8.8. Reliance by Third Parties........................................ 32
8.9. Other Matters Concerning the General Partner..................... 33
8.10. Meetings of Partners............................................. 34

ARTICLE IX - ACCOUNTING AND RECORDS......................................... 35

9.1. Books and Records................................................ 35
9.2. Annual Reports................................................... 35
9.3. Tax Returns...................................................... 36
9.4. Fiscal Year...................................................... 36
9.5. Bank Accounts.................................................... 36

ARTICLE X - CHANGES IN GENERAL PARTNERS.................................... 37

10.1. Permitted Assignment of General Partnership Interest......... 37
10.2. Admission of Additional General Partners..................... 37
10.3. Effect of Withdrawal of General Partner...................... 37
10.4. Liability of a Withdrawn General Partner..................... 38

ARTICLE XI - TRANSFERS OF LIMITED PARTNERSHIP INTERESTS.................... 38

11.1. General Transfer Provisions and Restrictions................. 38
11.2. Expenses..................................................... 39
11.3. Allocations with Respect to Transferred Interest............. 40
11.4. Section 754 Election......................................... 40
11.5. Transferee's Rights.......................................... 40

ARTICLE XII - ADMISSION OF PARTNERS........................................ 40

12.1. Procedure.................................................... 40
12.2. Admission.................................................... 41

13.1.     Events of Dissolution........................................ 41
13.2.     Continuation of the Business of the Partnership After
           Dissolution................................................. 41
13.3.     Effect of Event of Dissolution............................... 42
13.4.     Accounting................................................... 42
13.5.     Distribution on Dissolution.................................. 42
13.6.     Timing Requirements.......................................... 43
13.7.     Sale of Partnership Assets................................... 43
13.8.     Distributions in Kind........................................ 43
13.9.     Documentation of Liquidation................................. 43
13.10.    Liability of the Liquidating Trustee......................... 44

ARTICLE XIV - RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS............... 44

14.1. No Participation in Management............................... 44
14.2. Death, Incompetence, Bankruptcy, Etc......................... 44
14.3. No Withdrawal................................................ 44
14.4. Power of Attorney............................................ 44
14.5. Limited Liability of Limited Partners........................ 45

ARTICLE XV - GRANT OF REDEMPTION RIGHTS TO LIMITED PARTNERS................. 45

15.1. Grant of Redemption Rights.................................... 45
15.2. General Partner Exchange...................................... 46
15.3. Certain Limitations on Redemption Right....................... 47
15.4. Adjustments................................................... 47
15.5. Certain Covenants............................................. 48
15.6. Certain Changes............................................... 48

ARTICLE XVI - LIMITED PARTNER REPRESENTATIONS AND WARRANTIES................ 48

ARTICLE XVII - GENERAL PARTNER REPRESENTATIONS AND WARRANTIES............... 50

ARTICLE XVIII - INDEMNIFICATION............................................. 51

18.1. Indemnification............................................... 51
18.2. Limitations on Indemnification Obligations.................... 51
18.3. Security and Remedies......................................... 52
18.4. Restriction on Transfer....................................... 53
18.5. No Credit to Capital Accounts................................. 54
18.6. Release of Collateral......................................... 54
18.7. Applicability................................................. 54

ARTICLE XIX - ARBITRATION OF DISPUTES....................................... 54

19.1. Settlement of Disputes........................................ 54
19.2. Arbitration................................................... 55
19.3. Binding Character............................................. 55
19.4. Exclusivity................................................... 55
19.5. No Alteration of Agreement.................................... 55

ARTICLE XX - ASSUMPTION OF LIABILITIES AND INDEMNIFICATIONS................. 56

20.1. Assumption of Liabilities..................................... 56
20.2. Indemnification............................................... 56

ARTICLE XXI - GENERAL PROVISIONS............................................ 56

21.1. Notices....................................................... 56
21.2. Successors.................................................... 56
21.3. Effect and Interpretation..................................... 57
21.4. Counterparts.................................................. 57

21.5. Partners Not Agents........................................... 57
21.6. Entire Understanding; Etc..................................... 57
21.7. Amendments.................................................... 57
21.8. Prior Reference Clarification................................. 58
21.9. Severability.................................................. 58
21.10. Trust Provision............................................... 59
21.11. Pronouns and Headings......................................... 59
21.12. Assurances.................................................... 59
21.13. Effective Time of Amendment................................... 59

Exhibit A          List of Partners
Exhibit B          List of Contributed Assets
Exhibit C          List of Applicable Mortgage Indebtedness
                     Encumbering Certain Properties
Exhibit D          List of Retained Interests

                                      SCHEDULES

Schedule 1    Form of Notice of Redemption

AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
BRANDYWINE OPERATING PARTNERSHIP, L.P.

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
BRANDYWINE OPERATING PARTNERSHIP, L.P. (the "Agreement") dated as of November 18, 1997 by and among BRANDYWINE REALTY TRUST, a Maryland real estate investment trust as general partner ("BRT" or "General Partner"), and the PERSONS identified on Exhibit A attached hereto, as limited partners (together with any other Person who becomes a limited partner in the Partnership as hereinafter provided and subject to their continuation as limited partners in the partnership, the "Limited Partners"). The General Partner and the Limited Partners are sometimes referred to individually as a "Partner" and collectively as the "Partners."

BACKGROUND

Brandywine Operating Partnership, L.P. (the "Partnership") was formed as a Delaware limited partnership on August 13, 1996 upon the filing of the Certificate (defined below) with the Secretary of the State of Delaware. In connection with the formation of the Partnership, the General Partner and certain persons executed that certain Agreement of Limited Partnership of Brandywine Operating Partnership. L.P. dated as of August 22, 1996 (the "Original Agreement"). The Original Agreement was amended by Amendment No. 1 dated November 6, 1996; Amendment No. 2 dated December 18, 1996; and Amendment No. 3 dated May 23, 1997. The Original Agreement, as previously amended, is hereafter referred to as the "Prior Partnership Agreement".

This Agreement has been executed and delivered by the General Partner and the other persons whose signatures appear on the signature page hereto in order to amend and restate in its entirety the Prior Partnership Agreement and to continue the Partnership in accordance with this Agreement and, to the extent not inconsistent therewith, the Act.

AGREEMENTS

In consideration of the foregoing and the mutual promises herein contained and intending to be legally bound, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Except as otherwise herein expressly provided, the following terms and phrases used in this Agreement and the Exhibits hereto shall have the meanings set forth below:

"Act" shall mean the Revised Uniform Limited Partnership Act of the State of Delaware as in effect on the date hereof, and as the same may hereafter be amended from time to time.

"Adjusted Capital Account Deficit" shall mean, with respect to any Partner, the deficit balance, if any, in such Partner's Capital Account as of the end of any relevant fiscal year and after giving effect to the following adjustments:

(a) credit to such Capital Account any amounts which such Partner is obligated or treated as obligated to restore with respect to any deficit balance in such Capital Account pursuant to Section 1.704-1(b)(2)(ii)(c) of the Regulations, or is deemed to be obligated to restore with respect to any deficit balance pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations; and

(b) debit to such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Regulations.

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the requirements of the alternate test for economic effect contained in Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

"Affiliate" shall mean, with respect to any Person, (a) any Person directly or indirectly controlling, controlled by or under common control with such Person, (b) any Person owing or controlling ten percent (10%) or more of the outstanding voting interests of such Person, (c) any Person of which such Person owns or controls ten percent (10%) or more of the voting interests, or (d) any officer, director, general partner or trustee of such Person or of any Person referred to in clauses (a), (b) and (c) above. For purposes of this definition, "control" when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

"Agreement" shall mean this Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P., as it may be amended, supplemented or restated from time to time.

"Assumed Liabilities" shall have the meaning set forth in Section 21.1 of the Original Agreement.

"Audited Financial Statements" shall mean financial statements (balance sheet, statement of operations, statement of partners' equity and statement of cash flows) prepared in accordance with generally accepted accounting principles and accompanied by an independent auditor's report.

"August 1996 Property" shall mean each of the 23 Properties contributed directly or indirectly through Partnership interests to the capital of the Partnership on August 22, 1996.

"Bankruptcy" shall mean, with respect to any Partner, (a) the commencement by such Partner of any proceeding seeking relief under any provision or chapter of the federal Bankruptcy Code, 11 U.S.C. Section 101 et seq., as the same may be amended from time to time, or any other federal or state law relating to insolvency, bankruptcy or reorganization; (b) an adjudication that such Partner is insolvent or bankrupt; (c) the entry of an order for relief under the federal Bankruptcy Code with respect to such Partner; (d) the filing of any such petition or the commencement of any such case or proceeding against such Partner, unless such petition and the case or proceeding initiated thereby are stayed or dismissed within ninety (90) days from the date of such filing; (e) the filing of an answer by such Partner admitting the allegations of any such petition; (f) the appointment of a trustee, receiver or custodian for all or substantially all of the assets of such Partner unless such appointment is stayed, vacated or dismissed within ninety (90) days from the date of such appointment but not less than five (5) days before the proposed sale of any assets of such Partner; (g) the insolvency of such Partner or the execution by such Partner of a general assignment for the benefit of creditors; (h) the convening by such Partner of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; (i) the failure of such Partner to pay its debts as they mature; (j) the levy, attachment, execution or other seizure of substantially all of the assets of such Partner where such seizure is not discharged within thirty (30) days thereafter; (k) the admission by such Partner in writing of its inability generally to pay its debts as they mature or that it is generally not paying its debts as they become due; or (l) the taking of any corporate or partnership action in connection with the foregoing.

"BRT Administrative Expenses" shall mean all those administrative costs and expenses of BRT described in Section 8.1(b).

"Business Day" shall mean any day other than a Saturday, a Sunday or a day on which the New York Stock Exchange or The NASDAQ Stock Market is closed.

"Capital Account" shall mean, with respect to any Partner, the separate "book" account which the Partnership shall establish and maintain for such Partner in accordance with Section 704(b) of the Code and Section 1.704-1(b)(2)(iv) of the Regulations and such other

provisions of Section 1.704-1(b) of the Regulations that must be complied with in order for the Capital Accounts to be determined in accordance with the provisions of said Regulations.

"Capital Contribution" shall mean, with respect to any Partner, the amount of money and the fair market value of assets contributed to the Partnership by such Partner (net of liabilities to which such contributed assets are subject).

"Cash Amount" shall mean an amount of cash per Class A Unit equal to the Current Per Share Market Price of the number of Common Shares issuable in respect of one Class A Unit pursuant to Section 15.2.

"Cash Equivalents" shall mean obligations of the United States government with a maturity of not more than 60 days and time deposits and accounts maintained in a national banking association and fully insured by the Federal Deposit Insurance Corporation.

"Certificate" shall mean the Certificate of Limited Partnership establishing the Partnership, as filed with the office of the Secretary of State of Delaware, as amended and as it may hereafter be amended from time to time in accordance with the terms of this Agreement and the Act.

"Class A Limited Partnership Interest" shall have the meaning ascribed to it in Section 3.1.

"Class A Units" shall have the meaning ascribed to it in Section 3.1.

"Closing Price" on any date shall mean the last sale price of the Common Shares, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices of the Common Shares, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange, or such other national securities exchange or The NASDAQ Stock Market on which the Common Shares are then listed or admitted to trading.

"Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.

"Collateral" shall have the meaning set forth in Section 18.3(a) hereof.

"Common Shares" shall mean the common shares of beneficial interest, par value $.01 per share, of BRT.

"Contributed Assets" shall mean those assets contributed to the Partnership on or before the date hereof and as reflected on Exhibit B hereof, as such Exhibit may be amended by

the General Partner from time to time to reflect additional contributions of property to the Partnership hereafter.

"Control" shall mean the ability, whether by the direct or indirect ownership of shares or other equity interests, by contract or otherwise, to elect a majority of the directors of a corporation, to elect a majority of the trustees of a trust, to select the managing partner of a partnership, or otherwise to select, or have the power to remove and then select, a majority of those persons exercising governing authority over an Entity. In the case of a limited partnership, the sole general partner, all of the general partners to the extent each has equal management control and authority, or the managing general partner or managing general partners thereof shall be deemed to have control of such partnership and, in the case of a trust, any trustee thereof or any Person having the right to select any such trustee shall be deemed to have control of such trust.

"Current Per Share Market Price" shall mean, with respect to a Common Share and a given date, the average of the Closing Prices of Common Shares for the five (5) consecutive Trading Days ending on such date.

"Depreciation" shall mean, with respect to any asset of the Partnership for any fiscal year or other period, the depreciation, depletion or amortization, as the case may be, allowed or allowable for federal income tax purposes in respect of such asset for such fiscal year or other period; provided, however, that if there is a difference between the Gross Asset Value and the adjusted tax basis of such asset, Depreciation shall mean "book depreciation, depletion or amortization" as determined under Section 1.704-1(b)(2)(iv)(g)(3) of the Regulations.

"Discount" shall have the meaning ascribed to it in Section 3.7(b).

"Encumbrance" shall mean any liens, security interests, mortgages, deeds of trust, charges, claims, encumbrances, pledges, options, rights of first offer or first refusal and any other rights or interests of others of any kind or nature, actual or contingent, or other similar encumbrances of any nature whatsoever.

"Entity" shall mean any general partnership, limited partnership, corporation, joint venture, limited liability company, trust, business trust, cooperative or association.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time (or any corresponding provisions of succeeding laws).

"Event of Withdrawal" shall mean any event specified in Section 17-402 of the Act or any corresponding provision of succeeding law.

"Existing 1996 Mortgage Indebtedness" shall mean the mortgage indebtedness outstanding on August 22, 1996 on certain of the Properties, and identified on Exhibit C hereto.

"Fiscal Year" shall have the meaning ascribed to it in Section 9.4.

"General Partner" shall mean Brandywine Realty Trust, a Maryland real estate investment trust, in its capacity as general partner of the Partnership, its duly admitted successors and assigns and any other person who is a general partner of the Partnership at the time of reference thereto.

"General Partnership Interest" shall mean the Partnership Interest of any General Partner.

"GP Shares Amount" shall mean one Common Share, as such number may be adjusted pursuant to Section 15.4.

"GP Units" shall have the meaning ascribed to it in Section 3.1.

"Gross Asset Value" shall mean, with respect to any asset, the asset's adjusted basis for federal income tax purposes except as follows:

(i) The initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset at the time of such contribution, as agreed to by the Partners;

(ii) The Gross Asset Values of all Partnership assets shall be adjusted to equal their respective gross fair market values, as agreed to by the Partners, as of the following times: (a) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis capital contribution; (b) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership property other than money, unless all Partners receive simultaneous distributions of undivided interests in the distributed property in proportion to their respective Percentage Interests; (c) the liquidation of the Partnership within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); and (d) the termination of the Partnership for federal income tax purposes pursuant to Section 708(b)(1)(B) of the Code; and

(iii) The Gross Asset Value of any Partnership asset distributed to any Partner shall be the gross fair market value of such asset on the date of distribution.

If the Gross Asset Value of an asset has been determined or adjusted pursuant to subparagraph (i) or (ii) hereof, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Net Income and Net Loss.

"Indemnity Notice" shall have the meaning set forth in Section 18.3(b) hereof.

"Liabilities" shall have the meaning set forth in Section 18.1 hereof.

"Limited Partner" shall mean any Person listed on Exhibit A hereto (as such Exhibit may be amended from time to time) in such Person's capacity as a limited partner of the Partnership, such Person's permitted successors or assigns as a limited partner hereof, or any Person who, at the time of reference thereto, is a limited partner of the Partnership.

"Limited Partnership Interest" shall mean any equity interest in the Partnership held by any person or entity as a Limited Partner.

"Liquidating Trustee" shall mean such individual or Entity as is selected as the Liquidating Trustee hereunder by the General Partner, which individual or Entity may include the General Partner or an Affiliate of the General Partner, provided such Liquidating Trustee agrees in writing to be bound by the terms of this Agreement. The Liquidating Trustee shall be empowered to give and receive notices, reports and payments in connection with the dissolution, liquidation and/or winding-up of the Partnership and shall hold and exercise such other rights and powers as are necessary or required to permit all parties to deal with the Liquidating Trustee in connection with the dissolution, liquidation and/or winding-up of the Partnership.

"Management Company" means Brandywine Realty Services Corporation, a Pennsylvania corporation.

"Minimum Gain Attributable to Partner Nonrecourse Debt" shall mean "partner nonrecourse debt minimum gain" as determined in accordance with Regulation Section 1.704-2(i)(2).

"Net Income or Net Loss" shall mean, for each Fiscal Year or other applicable period, an amount equal to the Partnership's net income or loss for such year or period as determined for federal income tax purposes and in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to
Section 703(a) of the Code shall be included in taxable income or loss), with the following adjustments: (a) by including as an item of gross income any tax-exempt income received by the Partnership; (b) by treating as a deductible expense any expenditure of the Partnership described in Section 705(a)(2)(B) of the Code (including amounts paid or incurred to organize the Partnership (unless an election is made pursuant to Code Section 709(b)) or to promote the sale of interests in the Partnership and by treating deductions for any losses incurred in connection with the sale or exchange of Partnership property disallowed pursuant to Section 267(a)(1) or Section 707(b) of the Code as expenditures described in Section 705(a)(2)(B) of the Code; (c) in lieu of depreciation, depletion, amortization, and other cost recovery deductions taken into account in computing total income or loss, there shall be taken into account Depreciation; (d) gain or loss resulting from any disposition of Partnership property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of such property rather than its adjusted tax basis; and (e) in the event of an

adjustment of the Gross Asset Value of any Partnership asset which requires that the Capital Accounts of the Partnership be adjusted pursuant to Regulation Section 1.704-1(b)(2)(iv)(e), (f) and (m), the amount of such adjustment is to be taken into account as additional Net Income or Net Loss pursuant to Article VII hereof.

"Nichols" shall mean The Nichols Company and Anthony A. Nichols, Sr.

"Nonrecourse Deductions" shall have the meaning set forth in Sections 1.704-2(b)(1) and (c) of the Regulations.

"Nonrecourse Liabilities" shall have the meaning set forth in
Section 1.704-2(b)(3) of the Regulations.

"Notice of Redemption" shall mean the Notice of Redemption referred to in Section 15.1 hereof and substantially in the form of Schedule 1 to this Agreement.

"Option Agreement" shall mean that certain Option Agreement dated August 22, 1996 between the Partnership and C/N Horsham Towne Limited Partnership, a limited partnership, pursuant to which the Partnership has the right and option to purchase the Option Properties.

"Option Properties" shall mean the office building properties known as "Horsham 11-14" that the Partnership has the right to purchase pursuant to the Option Agreement.

"Partner Nonrecourse Deductions" shall have the meaning set forth in
Section 1.704-2(i)(2) of the Regulations.

"Partners" shall mean the General Partner and the Limited Partners, their duly admitted successors or assigns or any Person who is a partner of the Partnership at the time of reference hereto.

"Partnership" shall mean the limited partnership hereby constituted, as such limited partnership may from time to time be constituted.

"Partnership Minimum Gain" shall have the meaning set forth in
Section 1.704-2(b)(2) of the Regulations.

"Partnership Interest" shall mean the entire ownership interest of a Partner in the Partnership at any particular time, including the right of such Partner to any and all benefits to which a Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Partner to comply with all of the terms and provisions of this Agreement and of the Act.

"Partnership Unit" shall mean a unit of interest in the Partnership issued under this Agreement as more fully described in Section 3.1.

"Percentage Interest" shall mean, as to each Partner, such Partner's interest in the Partnership as determined by dividing (a) the total number of Partnership Units owned by such Partner, by (b) the total number of Partnership Units of all classes of Partnership Units issued and outstanding at the time of determination.

"Person" shall mean any individual or Entity.

"Property" shall mean any real property in which the Partnership, directly or indirectly, acquires ownership of all or a portion of a fee or leasehold interest (whether by contribution to, or acquisition by, the Partnership).

"Record Date" shall mean the date established by the General Partner for the purpose of making any proper determination in connection with, but not limited to, the following matters: (i) the Partners entitled to receive cash distributions pursuant to Section 6.1 hereof; (ii) consent to any matter for which consent of the Partners is permitted or required under any provision of this Agreement; or (iii) otherwise when Partners are allocated rights hereunder.

"Redeeming Partner" shall have the meaning set forth in Section 15.1 hereof.

"Redemption Rights" shall have the meaning set forth in Section 15.1 hereof.

"Register" shall mean the register established pursuant to Section 3.8.

"Registered Office" shall mean the location of the principal office of the Partnership as set forth in filings made by the Partnership pursuant to the Act.

"Regulations" shall mean the final or temporary income tax regulations promulgated under the Code, as such regulations may be amended and in affect from time to time (including corresponding provisions of succeeding regulations).

"Regulatory Allocations" shall have the meaning set forth in Section 7.2(f).

"REIT" shall mean a real estate investment trust as defined in
Section 856 of the Code.

"REIT Requirements" shall mean the requirements for qualifying as a real estate investment trust under the Code and Regulations.

"Retained Interest" shall mean the 11% capital interest and 1% profits interest retained by Safeguard and The Nichols Company, as applicable, in the Title Holding Partnerships identified on Exhibit D.

"Safeguard" shall mean Safeguard Scientifics, Inc., a Pennsylvania corporation.

"Section 704(c) Tax Items" shall have the meaning set forth in
Section 7.3(c).

"Securities Act" shall mean the Securities Act of 1933, as amended.

"Specified Redemption Date" shall mean the tenth (10th) Business Day after receipt by the General Partner of a Notice of Redemption delivered to the Partnership.

"Tax Items" shall have the meaning set forth in Section 7.3(a).

"Tax Matters Partner" shall have the meaning ascribed to it in
Section 9.3.

"Tax Payment Loan" shall have the meaning ascribed to it in Section 6.4.

"The Nichols Company" shall mean The Nichols Company, a Pennsylvania corporation.

"Title Holding Partnership" shall mean any partnership in which either the Partnership or the Witmer Partnership is the sole general partner and which holds fee title to an August 1996 Property. The Title Holding Partnerships of the Partnership, and the August 1996 Properties held by them, as of the date hereof are listed on Exhibit D.

"Trading Day" shall mean a day on which the principal national securities exchange or market on which the Common Shares are listed or admitted to trading is open for the transaction of business or, if the Common Shares are not listed or admitted to trading on any national securities exchange, shall mean any Business Day.

"Transfer" as a noun, shall mean any sale, assignment, conveyance, pledge, hypothecation, gift, encumbrance or other transfer, and as a verb, shall mean to sell, assign, convey, pledge, hypothecate, give, encumber or otherwise transfer.

"Unit" shall have the meaning ascribed to it in Section 3.1.

"Withholding Tax Act" shall have the meaning ascribed to it in
Section 6.4.

"Witmer Partnership" shall mean Witmer Operating Partnership I, L.P.

ARTICLE II

GENERAL PROVISIONS

2.1. Continuation of the Partnership. The Partners hereby agree to continue the Partnership as a limited partnership pursuant to the provisions of the Act for the purposes and upon the terms and conditions set forth in this Agreement. The Partners agree that the rights and liabilities of the Partners shall be as provided herein, except as otherwise expressly required by the Act or other applicable law, if any.

2.2. Name, Principal Place of Business and Registered Office.

(a) The business of the Partnership shall be conducted under the name of "BRANDYWINE OPERATING PARTNERSHIP, L.P." or such other name as the General Partner may select, and all transactions of the Partnership and title to all of the Partnership's assets, to the extent permitted by applicable law, shall be carried on and completed in such name.

(b) The principal place of business and registered office of the Partnership shall be located at Newtown Corporate Campus, 16 Campus Boulevard, Suite 150, Newtown Square, PA 19073. The General Partner may change the principal place of business or the registered office of the Partnership at any time in its sole discretion, and, in such event, shall give written notice thereof to all Limited Partners and file any amendment to the Certificate required by the Act.

2.3. Purpose. The purpose of the Partnership shall be, directly or indirectly, to acquire, hold, own, develop, redevelop, construct, improve, maintain, operate, manage, sell, lease, rent, transfer, encumber, mortgage, convey, exchange, and otherwise dispose of or deal with real and personal, tangible and intangible, property of every kind and nature; to act as and exercise all of the powers of the general partner or a limited partner, as the case may be, in partnerships or joint ventures in which the Partnership has an interest; to acquire, own, deal with and dispose of securities and other interests in partnerships, corporations or joint ventures, including corporations, partnerships, joint ventures and other associations formed for the acquisition, development or redevelopment of real and personal property or the provision of services thereto; to undertake such other activities as may be necessary, advisable, desirable or convenient to the business of the Partnership; to engage in such other ancillary activities as shall be necessary or desirable to effectuate the foregoing purposes; and to otherwise engage in or conduct any enterprise, business or activity that a limited partnership may engage in or conduct under the Act.

2.4. Powers. The Partnership shall have and exercise all powers now or hereafter permitted by the State of Delaware to be exercised by a limited partnership formed under the laws of that state. In connection with (and without limiting) the foregoing, the Partnership shall have full power and authority, directly or through its interests in other partnerships, corporations, joint ventures or other associations, to enter into, perform, and carry out contracts of any kind, to borrow and lend money and to issue evidences of indebtedness, whether or not secured by mortgages, trust deeds, pledges or other liens, and to guaranty, provide security for or cause any subsidiary joint venture or other association in which the Partnership has an interest to guaranty or provide security for indebtedness or other obligations of the Partnership or any subsidiary.

2.5. Term. The Partnership commenced on August 13, 1996 and shall dissolve at 12:01 a.m. on December 31, 2094, unless sooner dissolved pursuant to law or this Agreement.

2.6. Amendment of Certificate. The General Partner shall make all filings, including amendments to the Certificate, as required by the Act, elections, notices, instruments, documents or certificates as may be required by applicable law, including, without limitation, applications to do business in all jurisdictions where the Partnership will own property, and which may be necessary to enable the Partnership to conduct its business, and to own its properties, under the Partnership's name, to be amended and/or filed or recorded in all appropriate public offices.

2.7. Partnership Assets.

(a) The Partners shall use the Partnership's credit and assets solely for the benefit of the Partnership. All real and personal property owned by the Partnership shall be owned by the Partnership, and the Partners as such shall have no direct interest therein.

(b) To the extent allowable under applicable law, title to all or any part of the properties of the Partnership may be held in the name of the Partnership or any other Person as nominee for the Partnership. Any such title holder shall perform any and all of its respective functions to the extent and upon such terms and conditions as may be determined from time to time by the General Partner.

(c) No Partner shall, either directly or indirectly, take any action to require partition or appraisement of the Partnership or of any of its assets or properties or cause the sale of any Partnership property for other than a Partnership purpose, and notwithstanding any provision of applicable law to the contrary, each Partner (and its legal representatives, successors and assigns) hereby irrevocably waives any and all right to maintain any action for partition or to compel any sale with respect to its Partnership Interest or with respect to any assets or properties of the Partnership, except as expressly provided in this Agreement.

2.8. Limitation on Liability of Persons Related to Partners. Except as otherwise required by applicable law or as expressly agreed in writing, no director, trustee, officer, shareholder, partner, employee or agent of any Partner shall be personally liable for the payment of any sums owing by such Partner to the Partnership or any other Partner under the terms of this Agreement or for the performance of any other covenant or agreement of such Partner contained herein.

2.9. Conflicts of Interest and Transactions with Affiliates.

(a) Subject to the limitations expressly set forth herein, any Partner and any Affiliate of any Partner may engage in or possess an interest in any business or activity whatsoever, whether now existing or hereafter created, without any accountability to the Partnership or any Partner. This Agreement shall not give the Partnership or any Partner any interest in, or right to, any such business or activity or any proceeds, income or profit thereof or therefrom. No Partner shall be obligated to offer any business opportunity to the Partnership or any other Partner.

(b) Subject to the limitations expressly set forth herein, the Partnership may enter into any arrangement, contract, agreement or business venture that is not prohibited under the Act with any Partner or any Partner's Affiliates. Each Partner understands and acknowledges that the conduct of the business of the Partnership will involve business dealings with such other business ventures or undertakings of the Partners and their Affiliates. Without limiting the generality of the foregoing, the Partnership, at the discretion of the General Partner, may borrow funds from any Partner or any Partner's Affiliates. Except to the extent otherwise expressly provided herein, any material transaction between the Partnership and any Partner or Affiliate of a Partner shall be on terms reasonably determined by the General Partner to be no less favorable than the terms which could be obtained from unrelated third parties.

2.10. Statutory Compliance. The General Partner shall execute such further documents and take such further action as shall be appropriate to comply with the Act and all other all requirements of law for the formation and operation of a limited partnership in the State of Delaware and all other jurisdictions in which the Partnership may elect to do business.

ARTICLE III

PARTNERSHIP INTERESTS

3.1. In General.

(a) The Partnership has two (2) classes of Partnership Interest: "General Partnership Interests," and "Class A Limited Partnership Interests," each of which shall be divided into units as provided in paragraph (c) below, which units shall evidence a Person's interest in a particular class of Partnership Interest. The Class A Limited Partnership Interests are sometimes referred to herein as "Limited Partnership Interests." The Partnership may create and issue additional classes of General or Limited Partnership Interests in accordance with Section 3.3 hereof.

(b) Any Person may at the same time hold more than one class of Partnership Interest and, in such event, shall for the purposes of this Agreement be separately entitled to the rights afforded a Partner in each of such classes under this Agreement. If a General Partner contributes to the capital of the Partnership as a Limited Partner or acquires any Limited Partnership Interest, it shall be treated in all respects as a Limited Partner as to such Limited Partnership Interests.

(c) Each class of Partnership Interest issued by the Partnership shall be divided into units ("Units") with each Unit within a class of Partnership Interest representing an equal undivided fractional share of each item of Partnership income, gain, and loss, and in each distribution of Partnership assets, allocable to the Units of that class of Partnership Interest. Accordingly, the General Partnership Interests shall be divided into GP Units and the Class A Limited Partnership Interests shall be divided into the Class A Units.

(d) The aggregate total of Units for each class of Partnership Interest and the aggregate total of all Units outstanding shall be as set forth on Exhibit A attached hereto, as such Exhibit may be amended from time to time, and each Partner shall be deemed to hold those Units set forth next to such Partner's name on Exhibit A attached hereto.

3.2. Class A Units. The Class A Units shall be entitled to the rights of redemption specified in Article XV hereof and such voting and other rights as may be herein specified. Additional Class A Units are authorized for issuance in the future to acquire the Retained Interests as provided in
Section 3.6, upon the achievement of Discounts as provided in Section 3.7, pursuant to the Option Agreement and as otherwise provided for or contemplated by this Agreement.

3.3. Creation and Issuance of Additional Partnership Interests.

(a) Subject only to the limitations expressly set forth in this Agreement, the General Partner is hereby authorized to cause the Partnership from time to time to solicit and accept additional Capital Contributions from any Person and/or cause the Partnership to issue to the Partners (including the General Partner) or other persons (including, without limitation, in connection with the contribution of property to the Partnership) (i) additional Units representing General Partnership Interests and additional Units representing Class A Limited Partnership Interests, (ii) additional Partnership Interests and Units in one or more newly created classes of Partnership Interests, (iii) one or more series of any such classes of Partnership Interests (iv), rights, options, or warrants exercisable for or convertible into Partnership Interests, and (v) other securities or instruments of any type or class whatsoever. Any of the foregoing may be issued for cash, property, services, or such other type, form, and amount of consideration (including notes, other evidences of indebtedness or obligations of the Person acquiring the interest, rights, instrument or security, as the case may be) as the General Partner may determine to be appropriate.

(b) Each class of Partnership Interest newly created and issued hereunder, and any series within such class, shall have such rights, privileges, preferences and designations, and be subject to such limitations, as the General Partner shall specify in its sole discretion, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interest; (ii) the right of each such class or series of Partnership Interest to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interest upon dissolution and liquidation of the Partnership; (iv) the voting rights of such class or series; and (v) restrictions on transfer (in addition to the restrictions set forth in
Section 11.1(b)).

(c) The creation of an additional class of Partnership Interest permitted hereunder, or series within any such class, may be made by the General Partner by setting forth either in an amendment or an addendum to this Agreement the relative rights, obligations, duties, and preferences of each new class, or series within any such class, of Partnership Interests created. A copy of this Agreement as so amended, or the addendum as so adopted, as the case may be, shall be provided to each other Partner. Any filings necessary to be made under the Act or applicable law in connection with the creation of such interests shall be made by the General Partner on behalf of the Partnership.

(d) No Limited Partner shall have any preemptive or preferential or similar right with respect to the issuance or sale of any Partnership Units.

3.4. Issuance of Additional GP Units to General Partner. If the General Partner issues additional Common Shares and contributes the net proceeds thereof as a Capital Contribution to the Partnership, then the Partnership shall issue to the General Partner additional

GP Units equal to the number of Common Shares issued by the General Partner, the net proceeds of which are contributed to the Partnership.

3.5. Other Provisions Relating to All Classes of Partnership Interests.

(a) Fractional Units may be issued, with the amount of any such fractional interest being rounded to the fourth decimal place.

(b) By executing this Agreement, each Partner consents and authorizes the Partnership, acting solely through the General Partner, to issue, subject only to the express requirements hereof, such interests, instruments and securities upon such terms and conditions as the General Partner may from time to time determine to be appropriate.

(c) Certificates for Units may be issued, at the request of the holder of any Units, but no Class A Units comprising Collateral may be certificated prior to the time such Units cease to be Collateral hereunder unless the certificates are delivered to the holder of the first priority security interest thereon, duly endorsed in blank for transfer or accompanied by duly executed transfer powers.

3.6. Issuance of Class A Units Upon Exercise of Option to Acquire Retained Interests.

(a) The Nichols Company and Safeguard each hereby grants to the Partnership the irrevocable right and option with respect to each Retained Interest owned by it as reflected on Exhibit D in a Title Holding Partnership to acquire, free and clear of any Encumbrance, such Retained Interest in exchange for Class A Units issued by the Partnership. The Partnership shall exercise its option hereunder by giving written notice to such effect to The Nichols Company or Safeguard, as the case may be, at least five (5) days prior to the exercise of such option. Such option may be exercised by the Partnership at any time prior to September 1, 1999 (the "Option Expiration Date"). The exercise notice shall contain the agreement of the Partnership to pay all Pennsylvania real estate transfer taxes that may become payable upon the transfer of such Retained Interest as a result of such option being exercised prior to the Option Expiration Date.

(b) If the option granted pursuant to Section 3.6(a) has not been exercised prior to the Option Expiration Date, then on the Option Expiration Date, the Partnership shall acquire from The Nichols Company and Safeguard, and The Nichols Company and Safeguard shall each Transfer to the Partnership, all Retained Interests described in paragraph (a), free and clear of any Encumbrance.

(c) Concurrently with the acquisition of the Retained Interests pursuant to paragraph (a) or (b) above, the Partnership shall cause Witmer Partnership or its designee to acquire all of The Nichols Company's Retained Interests owned by it reflected on

Exhibit D in each Title Holding Partnership owning a Portfolio A Property in exchange for Class A Units of Limited Partnership Interest in Witmer Partnership in accordance with the provisions of Section 13 of the Agreement of Limited Partnership dated November 21, 1995 of Witmer Partnership no later than the Option Expiration Date. The Partnership shall pay, or cause to be paid, all Pennsylvania real estate taxes that may become payable as a result of the acquisition of such Retained Interest prior to the Option Expiration Date.

(d) Immediately upon Witmer Partnership acquiring such Retained Interests, the Partnership shall issue to The Nichols Company Class A Units in exchange for the Class A Units of Limited Partnership Interest in Witmer Partnership acquired by The Nichols Company in exchange for such Retained Interests.

(e) The total number of Class A Units to be issued by the Partnership to acquire all of the Retained Interests and Class A Units of Witmer Partnership described in paragraphs (b) and (c) above shall be 44,322 Class A Units. At the closing for the Transfer of the Retained Interests and Class A Units of Witmer Partnership to the Partnership in accordance with the preceding paragraphs of this Section 3.6, the Partnership shall issue to Safeguard and The Nichols Company, or to their successors or designees, that number of such 44,322 Class A Units as is indicated opposite their names on Exhibit D and shall pay to each such person the amount, if any, that is equal to the aggregate amount that would have been distributed in respect of such Units had they been issued on the date hereof less any amounts distributed to such person after August 22, 1996 and prior to the date of such acquisition of the Retained Interests and Class A Units of Witmer Partnership from such person in respect of such person's Retained Interests and Class A Units of Witmer Partnership. All such Class A Units shall be, when issued, validly issued, fully paid, and, except as otherwise required under the Act, nonassessable.

3.7. Issuance of Additional Class A and GP Units Upon Achievement of Mortgage Discounts.

(a) If any Existing Mortgage Indebtedness is repaid or otherwise discharged or satisfied at a Discount as defined in Section 3.7(b), and as a result thereof additional net equity in the Property is realized, the Partnership shall issue the number of additional Class A Units and GP Units that is equal in the aggregate to (x) the dollar amount of the additional net equity so achieved divided by (y) $16.50 as adjusted in accordance with customary practice for stock splits, stock combinations and stock dividends occurring after the date hereof. Twenty-five percent (25%) of such additional Units shall be GP Units and issued to the General Partner; and the remaining seventy-five percent (75%) of such additional Units shall be Class A Units and issued to the persons identified on Exhibit C under the column entitled "Name of Limited Partners Entitled to Receive Class A Units Upon Realization Discount", which persons shall receive such Units in the relative proportions indicated thereon.

(b) For purposes of this Section 3.7, "Discount" shall be the amount greater than zero obtained by subtracting from (A) the outstanding principal balance of such

Existing Mortgage Indebtedness immediately prior to its repayment, (B) the amount of the cash paid, plus the fair value of any other assets conveyed, to fully discharge the Identified Indebtedness. If such computation does not result in a number greater than zero, there shall be no Discount realized in the repayment of such Identified Indebtedness.

(c) For purposes of this Section 3.7, the additional net equity in a Property realized through the repayment of Mortgage Indebtedness at a Discount shall be the amount, greater than zero, obtained by (A) if the original net equity of the Property is positive, (i) adding the amount of the Discount to the original net equity of the Property shown on Exhibit C, and
(ii) subtracting therefrom the original net equity assigned to the Property on Exhibit C; or (B) if the original net equity of the Property is negative, by subtracting from the Discount, the amount of such negative net equity.

(d) Whenever the Partnership shall issue additional Class A Units to any person under this Section 3.7, it shall pay to each such person the amount, if any, that is equal to the aggregate amount that would have been distributed in respect of such Units had they been issued on the date hereof.

(e) The persons identified on Exhibit C as being entitled to receive additional Units issuable under the circumstances set forth in this
Section 3.7 shall remain entitled to receive any such Units notwithstanding that any such person may, after the date hereof, cease to be a Partner.

3.8. Register. The General Partner shall maintain a Register at the principal place of business of the Partnership setting forth the names and addresses and the number and class of Partnership Interests and Units held by each Partner. Upon any adjustment or cancellation of any Partner's Partnership Interest and Units, the General Partner shall make such adjustment or cancellation in the Register and send written notice thereof to the Partner so affected. Upon an assignment by a Partner of all or a part of its Partnership Interest and Units in the Partnership pursuant to the terms hereof and as permitted hereby, the General Partner shall register such assignment in the Register. The General Partner shall note on the Register any restrictions on the transfer of all or any part of any Partner's Partnership Interest and Units and any such Units that are held in escrow hereunder. In the absence of manifest error, the Register shall constitute conclusive evidence of the interest of each Partner and other Person in the Partnership Interests represented by the Units.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.1. Capital Contributions of the Partners.

(a) As of the date hereof, each Partner owns the Partnership Interest represented by Units as set forth on Exhibit A attached hereto, which Exhibit may be amended from time to time by the General Partner to the extent necessary to reflect redemptions, conversions, additional Capital Contributions, the issuance of additional Partnership Interests and Units, or similar events having an effect on a Partner's ownership of a Partnership Interest and Units.

(b) The Contributed Assets of the Partnership are indicated on Exhibit B hereof, which schedule may be amended from time to time by the General Partner to reflect additional contributions to the Partnership.

4.2. Capital Contributions Generally. Except as otherwise expressly provided herein or to the extent that a Partner agrees to make a Capital Contribution to, or to purchase Partnership Interests from, the Partnership:
no Partner shall be required to contribute any capital to the Partnership; no Partner may withdraw any of its capital from the Partnership; no Partner shall be required to make any loan to the Partnership; loans by a Partner to the Partnership shall not be considered a contribution of capital, shall not increase the Capital Account of the lending Partner or the lending Partner's ownership interest in the Partnership and the repayment of such loans by the Partnership shall not decrease, or result in any adjustment to, the Capital Account of the Partner making the loans; no interest shall be paid on any capital contributed to the Partnership by any Partner; under any circumstances requiring a return of all or any portion of a Capital Contribution, no Partner shall have the right to receive property other than cash; and no Partner shall be required at any time to restore any deficit in such Partner's Capital Account.

4.3. No Third Party Beneficiary. No creditor or other third party having dealings with the Partnership shall have the right to enforce the right or obligation of any Partner to make Capital Contributions or loans or to pursue any other right or remedy hereunder or at law or in equity, it being understood and agreed that the provisions of this Agreement shall be solely for the benefit of, and may be enforced solely by, the parties hereto and their respective successors and assigns. None of the rights or obligations of the Partners herein set forth to make Capital Contributions or loans to the Partnership shall be deemed an asset of the Partnership for any purpose by any creditor or other third party, nor may such rights or obligations be sold, transferred or assigned by the Partnership or pledged or encumbered by the Partnership to secure any debt or other obligation of the Partnership or of any of the Partners.

ARTICLE V

CAPITAL ACCOUNTS

5.1. Establishment and Maintenance of Capital Accounts. A Capital Account shall be established for each Partner in the amount of such Partner's Capital Contribution to the Partnership as reflected on Exhibit B attached hereto, as such Exhibit may be amended from time to time by the General Partner. Unless otherwise provided in this Agreement, each Partner's Capital Account shall be determined and maintained in accordance with the rules of Treasury Regulation Section 1.704-1(b)(2)(iv) (or any corresponding provision of succeeding law), and all provisions of this Agreement relating to the maintenance of Capital Accounts shall be interpreted and applied in a manner consistent therewith. If the General Partner shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto, are computed in order to comply with such regulations, the General Partner shall make such modifications. Pursuant to the foregoing accounting rules, a Partner's Capital Account shall be increased, decreased, adjusted, and maintained as provided in Article VII.

5.2. Succession to Capital Accounts. Subject to Section 11.4, in the event of a transfer of any Partnership Interest permitted herein, the Capital Account of the transferor Partner that is attributable to the transferred Partnership Interest shall be carried over to the transferee of such interest and adjusted as provided in the Regulations under Code section 704.

5.3. Certain Adjustments. In connection with any Capital Contribution to the Partnership in consideration for a Partnership Interest, or a distribution by the Partnership to a Partner in respect of a Partnership Interest, the General Partner shall be authorized to increase or decrease the Capital Accounts to reflect a revaluation of Partnership property as provided in Regulation Section 1.704-1(b)(2)(iv)(f).

ARTICLE VI

DISTRIBUTIONS

6.1. Distributions. The General Partner shall cause the Partnership to distribute, on a quarterly or other basis as determined by the General Partner in its sole discretion, out of funds legally available therefor, such amount as the General Partner in its discretion shall determine, to the Partners of record as of the applicable Record Date, which distributions shall be made to the Partners pro rata based on the number of Units held by them as of such Record Date, subject to such preferential or subordinated distributions as may be required to be made by the Partnership on any additional class of Units that are hereafter created and that have a different right to share in partnership distributions than the GP Units and Class A Units. Notwithstanding the foregoing, the General Partner reserves the right to pro-rate distributions to incoming Limited Partners who were admitted during the applicable quarter or such other period in which a

distribution hereunder is to be made (but excluding any incoming Limited Partners who received Units from an existing Limited Partner) and who held Partnership Units as of the applicable Record Date but held such Partnership Units for less than the entire period with respect to which the distribution hereunder is to be made, such pro-ration to be based on the number of days such Units were outstanding during the applicable period or any other method of pro-ration deemed equitable by the General Partner. In the event that pro-ration is made hereunder, the General Partner shall be authorized to adjust the amount of the distribution payable to all other Partners as the General Partner deems necessary. In no event may a Partner receive a distribution with respect to a Unit if such Partner is entitled to receive a distribution with respect to a Common Share for which such Unit has been exchanged, and such distribution shall be made to the Company.

6.2. Distributions upon Liquidation. Liquidating distributions shall in all cases be made in accordance with the provisions of Section 13.5.

6.3. Additional Distribution Rules.

(a) Effective Date. Distributions shall be charged against the Partners' Capital Accounts as of the date the distributions are made.

(b) Division Among Limited Partners. Except as may otherwise be provided herein or in the instruments creating a class of Partnership Interests, each distribution made to the Limited Partners of a given class pursuant to this Article VI shall be divided among the Limited Partners of such class so that each of them shall receive the same proportion thereof as the Units of such class owned by such Limited Partner bear to all Units of the same class then owned by all Limited Partners.

(c) Obligation to Repay Distribution. In the absence of fraud or mistake, or except as otherwise required by law, no Partner shall have any obligation or responsibility to repay to the Partnership any distribution made by the Partnership to a Partner pursuant to this Agreement.

(d) Legal Requirements. Notwithstanding anything contained herein to the contrary, the General Partner may withhold making a distribution to any Limited Partner, or to any transferee of a Limited Partner, until the Limited Partner or the transferee has provided the General Partner with all necessary information and assurances, including an opinion of counsel satisfactory to the General Partner requested by the General Partner, to determine that such distribution will be in compliance with all applicable laws.

(e) Additional Distributions. If the Partnership has taxable income for any Fiscal Year then the Partnership shall, out of any funds legally available therefor, distribute to the Partners, in the proportions described in Section 6.1, on or before the 90th day following the end of the calendar year that includes the last day of such Fiscal Year, the amount necessary

for the original holders of Class A Units issued on August 22, 1996 to pay federal, state and local income taxes with respect to such taxable income allocable to such Units, computed by multiplying such taxable income by the highest combined federal, state and local income tax rate applicable to any such Partner for the calendar year that includes the last day of the Fiscal Year in which such taxable income is allocated to such Partner. The Partnership shall not make a distribution under this Section 6.3(e) if it does not have sufficient cash on hand to fund such distribution.

6.4. Taxes Withheld. Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Partnership for or with respect to any Partner on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Partnership pursuant to the Code, the Regulations, or any state or local statute, regulation or ordinance requiring such payment (a "Withholding Tax Act") shall be treated as a distribution to such Partner for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Partnership under a Withholding Tax Act exceeds the amount then otherwise distributable to such Partner, the excess shall constitute a loan from the Partnership to such Partner (a "Tax Payment Loan") which shall be payable upon demand and shall bear interest, from the date that the Partnership makes the payment to the relevant taxing authority, at the federal tax underpayment rate, under section 6621(a)(2) of the Code, as reported from time to time. So long as any Tax Payment Loan or the interest thereon remains unpaid, the Partnership shall make future distributions due to such Partner under this Agreement by applying the amount of any such distribution first to the payment of any unpaid interest on all Tax Payment Loans of such Partner and then to the repayment of the principal of all Tax Payment Loans of such Partner. The General Partner shall have the authority to take all actions necessary to enable the Partnership to comply with the provisions of any Withholding Tax Act applicable to the Partnership and to carry out the provisions of this Section. Nothing in this Section shall create any obligation on the General Partner to advance funds to the Partnership or to borrow funds from third parties in order to make any payments on account of any liability of the Partnership under a Withholding Tax Act.

6.5. In-Kind Distributions. If, at the discretion of the General Partner, any assets of the Partnership other than cash are distributed to the Partners in kind, such assets shall be valued on the basis of the fair market value thereof as determined by the General Partner in its reasonable discretion on the date of distribution. Without limiting the General Partner's discretion to make such a valuation or requiring that any such appraisal be made, the valuation of any asset by the General Partner on the basis of the determination of its fair market value by an independent appraiser shall be deemed to be a reasonable value for such asset and a reasonable exercise of such discretion. If any Partnership property other than cash is distributed to a Partner, the Capital Accounts of the Partners shall be adjusted to reflect the manner in which the unrealized income, gain, loss or deduction inherent in such property (that has not previously been reflected in the Partners' Capital Accounts) would be allocated among the Partners if there had been a taxable disposition of such property at its fair market value on the date of distribution.

The Capital Accounts of the Partner receiving a distribution in kind shall then be reduced by the fair market value of the property distributed. Subject to the limitations on such distributions in connection with any distribution of property of the Partnership in kind, including any distribution in connection with the liquidation of the Partnership, the General Partner need not distribute each asset ratably to all Partners, so long as all Partners concurrently receive distributions of cash and other property, valued as provided above, in the proportion to which they would otherwise be entitled.

ARTICLE VII

ALLOCATIONS

7.1. Allocation of Net Income and Net Loss. After giving effect to the special allocations set forth in Section 7.2 hereof, Net Income or Net Loss shall be allocated among the Partners as follows:

(a) Net Income for any Fiscal Year shall be allocated first to the Partners until the cumulative amount of Net Income allocated pursuant to this Section 7.1(a) is equal to the cumulative amount of Net Loss allocated to the Partners pursuant to Section 7.1(b) hereof for all prior periods (without duplication) in reverse order to which prior Net Loss was allocated. Thereafter, Net Income shall be allocated to the Partners in accordance with their Percentage Interests.

(b) Net Loss for any Fiscal Year shall be allocated first, to the extent Net Income has been allocated pursuant to Section 7.1(a) hereof for any prior Fiscal Year (pro rata among the Partners in proportion to their share of the Net Income being offset); provided that to the extent any allocations of Net Income are offset pursuant to this Section, such allocations shall be disregarded for purposes of computing subsequent allocations pursuant to this Section 7.1(b). Thereafter, Net Loss shall be allocated to the Partners in accordance with their Percentage Interests.

(c) Notwithstanding the provisions of Section 7.1(b), no amount of Net Loss shall be allocated to any Partner if such allocation would cause or increase a deficit balance in such Partner's Capital Account, after adjusting such Capital Account for the items described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4),(5), and (6) to the extent required therein and increasing such Capital Account by such Partner's share of Partnership Minimum Gain and Minimum Gain Attributable to Partner Nonrecourse Debt, if any. Rather, such Net Loss shall be allocated to the General Partner and, to the extent Losses have been so allocated, then, notwithstanding Section 7.1(a), subsequent Net Income shall be allocated one hundred percent (100%) to the General Partner until the aggregate amount of Net Income allocated under this Section 7.1(c) for the current Fiscal Year and all previous Fiscal Years is equal to the aggregate amount of Net Loss allocated to the General Partner under this Section 7.1(c).

7.2. Special Allocations. Notwithstanding anything to the contrary contained in this Agreement, the following allocations shall be made as applicable:

(a) Minimum Gain Chargeback (Nonrecourse Liabilities). If there is a net decrease in Partnership Minimum Gain for any Partnership fiscal year (except as a result of conversion or refinancing of Partnership indebtedness, certain capital contributions or revaluation of the Partnership property as further outlined in Regulation Sections 1.704-2(d)(4), (f)(2) or
(f)(3)), each Partner shall be specially allocated items of Partnership income and gain for each year (and, if necessary, subsequent years) in an amount equal to that Partner's share of the net decrease in Partnership Minimum Gain. The items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(g). This paragraph (a) is intended to comply with the minimum gain chargeback requirement in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this paragraph (a) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

(b) Minimum Gain Attributable to Partner Nonrecourse Debt. If there is a net decrease in Minimum Gain Attributable to Partner Nonrecourse Debt during any fiscal year (other than due to the conversion, refinancing or other change in the debt instrument causing it to become partially or wholly nonrecourse, certain capital contributions, or certain revaluations of Partnership property as further outlined in Regulation Section 1.704-2(i)(4)), each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner's share of the net decrease in the Minimum Gain Attributable to Partner Nonrecourse Debt. The items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(i)(4) and (j)(2). This paragraph (b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this paragraph (b) shall be made in proportions to the respective amounts required to be allocated to each Partner pursuant hereto.

(c) Qualified Income Offset. In the event a Partner receives any adjustments, allocations or distributions described in Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), and such Partner has an Adjusted Capital Account Deficit, items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible. This paragraph (c) is intended, among other things, to meet the requirements for a "qualified income offset" under Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(d) Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year or other applicable period shall be allocated to the Partners in accordance with their respective Percentage Interests.

(e) Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any fiscal year or other applicable period shall be specially allocated to the Partner that bears the economic risk of loss for the debt (i.e., the Partner Nonrecourse Debt) in respect of which such Partner Nonrecourse Deductions are attributable (as determined under Regulation
Section 1.704-2(b)(4) and (i)(1)).

(f) Curative Allocations. The Regulatory Allocations shall be taken into account in allocating other items of income, gain, loss and deduction among the Partners so that, to the extent possible, the cumulative net amount of allocations of Partnership items under Sections 7.1 and 7.2 shall be equal to the net amount that would have been allocated to each Partner if the Regulatory Allocations had not occurred. This paragraph (f) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of the Regulatory Allocations and shall be interpreted in a manner consistent therewith. For purposes hereof, "Regulatory Allocations" shall mean the allocations provided under this Section 7.2 (save paragraphs (d) and (f) hereof).

7.3. Tax Allocations.

(a) Generally. Subject to paragraphs (b), (c) and (d) hereof, items of income, gain, loss, deduction and credit to be allocated for income tax purposes (collectively, "Tax Items") shall be allocated among the Partners on the same basis as their respective book items.

(b) Sections 1245/1250 Recapture. If any portion of gain from the sale of property is treated as gain which is ordinary income by virtue of the application of Code Sections 1245 or 1250 ("Affected Gain"), then such Affected Gain shall be allocated among the Partners in the same proportion that the depreciation and amortization deductions giving rise to the Affected Gain were allocated and other Tax Items of gain of the same character that would have been recognized, but for the application of Code Sections 1245 and/or 1250, shall be allocated away from those Partners who are allocated Affected Gain pursuant to clause (i) so that, to the extent possible, the other Partners are allocated the same amount, and type, of capital gain that would have been allocated to them had Code Sections 1245 and/or 1250 not applied. For purposes hereof, in order to determine the proportionate allocations of depreciation and amortization deductions for each fiscal year or other applicable period, such deductions shall be deemed allocated on the same basis as Net Income and Net Loss for such respective period.

(c) Allocations Respecting Section 704(c) and Revaluations. Notwithstanding paragraph (b) hereof, Tax Items with respect to Partnership property that is subject to Code Section 704(c) and/or Regulation Section 1.704-1(b)(2)(iv)(f) (collectively "Section 704(c) Tax Items") shall be allocated in accordance with said Code section and/or Regulation Section 1.704-1(b)(4)(i), as the case may be. The Partnership shall apply the "traditional method" for such allocations, as described in Regulation Section 1.704-3(b), and the

allocation of Tax Items shall be subject to the ceiling rule stated in Regulation Section 1.704-3(b)(1).

(d) Pre-contribution Gain. In the event that, during any fiscal year or other applicable period, any Title Holding Partnership allocates to the Partnership Pre-contribution Gain (as defined below), each Partner (or its successors in interest) who, pursuant to Article IV hereof, contributed to the capital of the Partnership the Contributed Asset to which a distributive share of Pre-contribution Gain is attributable shall be allocated that Pre-contribution Gain in accordance with its respective interest in such Pre-contributed Gain. For purposes hereof, "Pre-contribution Gain" shall mean, with respect to each Property owned by a Title Holding Partnership, that unrealized gain attributable to the excess of the fair market value of such Property on the date at which the Contributed Asset is contributed to the capital of the Partnership pursuant to Article IV hereof, over the adjusted tax basis of such Property on the date of such contribution; provided, however, that the amount of any Pre-contribution Gain associated with a Property shall be adjusted to account for allocations made in accordance with the provisions of paragraph (c) of this Section 7.3 and shall not, in any event, exceed that amount of gain actually allocated to the Partnership by a Title Holding Partnership as a result of the sale or other disposition of such Property.

ARTICLE VIII

EXPENSES; RIGHTS, DUTIES AND RESTRICTIONS OF THE GENERAL PARTNER;
VOTING RIGHTS OF LIMITED PARTNERS

8.1. Expenses Borne by the Partnership.

(a) The Partnership shall pay all fees and other costs that it incurs for legal, accounting and other services provided to the Partnership by third parties, including, without limitation, costs and expenses incurred in connection with the preparation and maintenance of the books and records, financial statements, and tax returns of the Partnership. The General Partner shall be entitled to reimbursement by the Partnership for any such expenditures incurred by the General Partner on behalf of, or for the benefit of, the Partnership.

(b) All fees, costs and expenses incurred by BRT for employee salaries, as well as for legal, accounting and other services in connection with the preparation and maintenance of BRT's books and records, financial statements, tax returns and reports to shareholders and the Securities and Exchange Commission (collectively, "BRT Administrative Expenses") shall be paid by the Partnership (or reimbursed to BRT, if paid by BRT); provided, however, that if BRT acquires and holds any Properties outside of, and not for the benefit of, the Partnership, then BRT Administrative Expenses to be paid (or reimbursed) by the Partnership hereunder shall be reduced to an amount that is fair and equitable to the Partnership under the circumstances, as determined by the General Partner in its sole discretion.

8.2. Powers and Duties of General Partner.

(a) The General Partner shall be responsible for the management of the Partnership's business and affairs. Except as otherwise herein expressly provided and subject to Sections 8.3 and 8.4 hereof, the General Partner shall have, and is hereby granted, full and complete power, authority and discretion to take such action for and on behalf of the Partnership as the General Partner shall, in its sole and absolute discretion, deem necessary or appropriate to carry out the purposes for which the Partnership was organized. Except as otherwise expressly provided herein and subject to Sections 8.3 and 8.4 hereof, the General Partner shall exercise all of the powers of the Partnership and have specifically, without limiting the foregoing, the right, power and authority:

(i) To manage, control, invest, reinvest, acquire by purchase, lease or otherwise, sell, contract to purchase or sell, grant, obtain, or exercise options to purchase, options to sell or conversion rights, assign, transfer, convey, deliver, endorse, exchange, pledge, mortgage, abandon, improve, repair, maintain, insure, lease for any term and otherwise deal with any and all property of whatsoever kind and nature, and wheresoever situated, in furtherance of the business or purposes of the Partnership;

(ii) To acquire, directly or indirectly, interests in real estate of any kind and of any type, and any and all kinds of interests therein and interests in Entities investing therein, and to determine the manner in which title thereto is to be held; to manage (directly or through property managers), insure against loss, protect and subdivide any of the real estate, interests therein or parts thereof; to improve, develop or redevelop any such real estate; to participate in the ownership and development of any property; to dedicate for public use, to vacate any subdivisions or parts thereof, to re-subdivide, to contract to sell, to grant options to purchase or lease, to sell on any terms; to convey, to mortgage, pledge or otherwise encumber said property, or any part thereof; to lease said property or any part thereof from time to time, upon any terms and for any period of time, and to renew or extend leases, to amend, change or modify the terms and provisions of any leases and to grant options to lease and options to renew leases and options to purchase; to partition or to exchange said real property, or any part thereof, for other real or personal property; to collect all rental and other income accruing to the Partnership; to grant easements or charges of any kind; to release, convey or assign any right, title or interest in or about or easement appurtenant to said property or any part thereof; to construct and reconstruct, remodel, alter, repair, add to or take from buildings on said premises; to insure any Person having an interest in or responsibility for the care, management or repair of such property; to direct the trustee of any land trust to mortgage, lease, convey or contract to convey the real estate held in such land trust or to execute and deliver deeds, mortgages, notes, and any and all documents pertaining to the property subject to such land trust or in any matter regarding such trust; to execute assignments of all or any part of the beneficial interest in such land trust;

(iii) To employ, engage or contract with or dismiss from employment or engagement Persons to the extent deemed necessary or appropriate by the General Partner for the operation and management of the Partnership business, including but not limited to, contractors, subcontractors, engineers, architects, surveyors, mechanics, consultants, accountants, attorneys, insurance brokers, real estate brokers and others;

(iv) To enter into, make, amend, perform and carry out or cancel and rescind, contracts and other obligations on behalf of the Partnership and to cause all Administrative Expenses to be paid;

(v) To borrow money, procure loans and advances from any Person for Partnership purposes, and to apply for and secure, from any Person, credit or accommodations; to contract liabilities and obligations, direct or contingent and of every kind and nature (including interest rate swaps, caps and hedges) with or without security; and to repay, discharge, settle, adjust, compromise, or liquidate any such loan, advance, credit, obligation or liability;

(vi) To pledge, hypothecate, mortgage, assign, deposit; deliver, enter into sale and leaseback arrangements or otherwise give as security or as additional or substitute security, or for sale or other disposition any and all Partnership property, tangible or intangible, including, but not limited to, real estate and beneficial interests in land trusts, and to make substitutions thereof, and to receive any proceeds thereof upon the release or surrender thereof; to sign, execute and deliver any and all assignments, deeds and other contracts and instruments in writing; to authorize, give, make, procure, accept and receive moneys, payments, property, notices, demands, vouchers, receipts, releases, compromises and adjustments; to waive notices, demands, protests and authorize and execute waivers of every kind and nature; to enter into, make, execute, deliver and receive written agreements, undertakings and instruments of every kind and nature; to give oral instructions and make oral agreements; and generally to do any and all other acts and things incidental to any of the foregoing or with reference to any dealings or transactions which the General Partner may deem necessary, proper or advisable to effect or accomplish any of the foregoing or to carry out the business and purposes of the Partnership;

(vii) To sell or otherwise dispose of any or all assets of the Partnership;

(viii) To acquire and enter into any contract of insurance which the General Partner deems necessary or appropriate for the protection of the Partnership, for the conservation of the Partnership's assets or for any purpose convenient or beneficial to the Partnership and to settle claims under such insurance;

(ix) To conduct any and all banking transactions on behalf of the Partnership; to adjust and settle checking, savings, and other accounts with such institutions as the General Partner shall deem appropriate; to draw, sign, execute, accept, endorse, guarantee,

deliver, receive and pay any checks, drafts, bills of exchange, acceptances, notes, obligations, undertakings and other instruments for or relating to the payment of money in, into, or from any account in the Partnership's name; to execute, procure, consent to and authorize extensions and renewals of the same; to make deposits and withdraw the same and to negotiate or discount commercial paper, acceptances, negotiable instruments, bills of exchange and dollar drafts; to pay all taxes, assessments, rents and other impositions applicable to the assets of the Partnership and to seek to reduce the same; to invest all monies of the Partnership;

(x) To demand, sue for, receive, and otherwise take steps to collect or recover all debts, rents, proceeds, interests, dividends, goods, chattels, income from property, damages and all other property, to which the Partnership may be entitled or which are or may become due the Partnership from any Person; to commence, prosecute or enforce, or to defend, answer or oppose, contest and abandon all legal proceedings in which the Partnership is or may hereafter be interested; and to settle, compromise or submit to arbitration any accounts, debts, claims, disputes and matters which may arise between the Partnership and any other Person and to grant an extension of time for the payment or satisfaction thereof on any terms, with or without security;

(xi) To confess judgment against the Partnership;

(xii) To make arrangements for financing, including the taking of all action deemed necessary or appropriate by the General Partner to cause any approved loans to be closed including, without limitation, the execution and delivery on behalf of the Partnership of notes, mortgages, deeds of trust and like instruments;

(xiii) To take all reasonable measures necessary to insure compliance by the Partnership with applicable arrangements, and other contractual obligations and arrangements entered into by the Partnership from time to time in accordance with the provisions of this Agreement, including periodic reports as required to be submitted to lenders and using all due diligence to insure that the Partnership is in compliance with its contractual obligations;

(xiv) To maintain the Partnership's books and records;

(xv) To prepare and deliver, or cause to be prepared and delivered by the Partnership's accountants, all financial and other reports with respect to the operations of the Partnership, and all federal and state tax returns and reports;

(xvi) To act in any state or nation in which the Partnership may lawfully act, for itself or as principal, agent or representative for any Person, including the Partnership, with respect to any business of the Partnership;

(xvii) To become a partner or member in, and perform the obligations of a partner or member of, any general or limited partnership or limited liability company;

(xviii) To apply for, register, obtain, purchase or otherwise acquire trademarks, trade names, labels and designs relating to or useful in connection with any business of the Partnership, and to use, exercise, develop and license the use of the same;

(xix) To pay or reimburse any and all actual fees, costs and expenses incurred in the formation and organization of the Partnership;

(xx) To do all acts which are necessary, customary or appropriate for the protection and preservation of the Partnership's assets, including the establishment of reserves;

(xxi) To exercise all rights, and to perform all duties, responsibilities and obligations, granted to or required of the General Partner by this Agreement;

(xxii) In general, to exercise all of the general rights, privileges and powers permitted to be had and exercised by the provisions of the Act; and

(xxiii) To issue additional classes or series of Partnership Interests or Partnership Units.

(b) Notwithstanding Section 8.2(a), the Management Company, as and to the extent determined by the General Partner, may (i) provide the Partnership with all office space and administrative services needed by the Partnership in the ordinary course of its business, and (ii) perform all of its duties under management contracts entered into for the management of Properties. All costs and expenses of the Management Company so incurred, such as for office rent, telephone, postage, travel and entertainment, and compensation of officers and employees and other overhead shall be borne by the Management Company out of the management fees payable under its management contracts and shall not be separately charged back to the Partnership, except for compensation and other related expenses of property management and maintenance personnel that are permitted under a management contract to be charged against a Property.

8.3. Required Notice. The Partnership shall not refinance or pay off (other than payments of principal and interest in accordance with the existing mortgage amortization schedule) the mortgage indebtedness identified on Exhibit C that encumbers the Property at 7310 Tilghman Street without the consent of Safeguard unless it shall first have given Safeguard at least thirty (30) days' prior written notice thereof.

8.4. Proscriptions. Notwithstanding Section 8.2 hereof, the General Partner shall not have the authority to:

(a) Do any act in contravention of this Agreement;

(b) Possess any Partnership property or assign rights in specific Partnership property for other than Partnership purposes;

(c) Do any act in contravention of applicable law; or

(d) Without the consent of the holders of at least fifty percent (50%) of the then outstanding Class A Units, cause the Partnership to make a general assignment for the benefit of creditors, or appoint or acquiesce in the appointment of a custodian, receiver or trustee for all or any part of the Partnership's assets, or commence any proceeding seeking relief for the Partnership under any provision of the federal Bankruptcy Code 11 U.S.C. Section 101 et seq. or any other federal or state law relating to insolvency, bankruptcy or reorganization.

Nothing herein contained shall impose any obligation on any Person or firm doing business with the Partnership to inquire as to whether or not the General Partner has properly exercised its authority in executing any contract, lease, mortgage, deed or other instrument on behalf of the Partnership, and any such third Person shall be fully protected in relying upon such authority.

8.5. Compensation of the General Partner. The General Partner shall not be entitled to any compensation for services rendered to the Partnership solely in its capacity as General Partner except with respect to reimbursement for those costs and expenses pursuant to Section 8.1 hereof including those constituting BRT Administrative Expenses; provided that nothing in this Section 8.5 hereof shall preclude the General Partner from receiving the distributions, payments and allocations to which it may be entitled under this Agreement.

8.6. Waiver and Indemnification.

(a) Except as otherwise provided in Article XVIII, neither the General Partner nor any Person acting on its behalf, pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by it within the scope of the authority conferred upon the General Partner by this Agreement and the Act, provided that the General Partner's or such other Person's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the General Partner or such other Person shall not be guilty of fraud, willful misconduct or gross negligence as determined by a court of competent jurisdiction.

(b) The Partnership shall, and hereby does, indemnify and hold harmless the General Partner and its Affiliates and any individual acting on their behalf from any loss, cost or expense, damage, claim or liability, including, but not limited to, reasonable attorneys' fees and expenses, incurred by them by reason of any act performed by them for or on behalf of the Partnership or the General Partner, or omitted to be performed by them, in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, no Partner or any of its Affiliates shall have any personal liability with respect to the foregoing indemnification, and any such liability or indemnification shall be satisfied solely out of the assets of the Partnership.

(c) All rights of any indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all other rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity.

8.7. Operation in Accordance with REIT Requirements. The Partners acknowledge and agree that the Partnership shall be operated in a manner that will enable the General Partner to (a) satisfy the REIT Requirements and (b) avoid the imposition of any federal income or excise tax liability on either the General Partner or the Partnership. Notwithstanding any provision of this Agreement, the General Partner shall not be required to take any action which would result in the General Partner ceasing to satisfy the REIT Requirements or the imposition of any federal income or excise tax liability on the General Partner.

8.8. Reliance by Third Parties.

(a) Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership and to enter into any contracts on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if it were the Partnership's sole party in interest, both legally and beneficially.

(b) Each Limited Partner hereby waives any and all defenses or other remedies which may be available against such Person to contest, negate or disaffirm any action of the General Partner in connection with any such dealing. In no event shall any Person dealing with the General Partner or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner shall be conclusive evidence in favor of any and every person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement

was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership.

8.9. Other Matters Concerning the General Partner.

(a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, or other document believed by it to be genuine and to have been singed or presented by the proper party or parties.

(b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters which such General Partner reasonably believes to be within such Person's professional expertise shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.

(c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and any attorney or attorneys-in-fact duly appointed by the General Partner; and any Person dealing with the Partnership shall be entitled to rely on any certificate, document or other instrument executed on behalf of the Partnership by a duly authorized officer or by a duly authorized attorney or attorneys-in-fact of the General Partner. Each such attorney-in-fact shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform all and every act and duty which is permitted or required to be done by the General Partner hereunder.

(d) Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect or further the ability of the General Partner to continue to qualify as a REIT or (ii) to avoid the General Partner incurring any taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners. Nothing however in this Agreement shall be deemed to give rise to any liability on the part of the Limited Partners for the General Partner's failure to qualify or continue to qualify as a REIT or failure to avoid incurring any taxes under the foregoing Sections of the Code.

8.10. Meetings of Partners.

(a) Meetings of Partners may be called at any time by the General Partner to consider, and shall be so called so that the Partners may act on, any matter on which they are entitled to act under the terms of this Agreement or the Act. In addition, the General Partner shall call a meeting of Class A Limited Partners when directed to do so by holders of not less than twenty-five percent (25%) of the then outstanding Class A Units. Such direction shall be given by delivering to the General Partner a request in writing stating that such holders desire to call a meeting and indicating the general or specific purpose for which the meeting is to be called.

(b) The General Partner may fix a date not more than sixty
(60) nor less than five (5) days preceding the date of any meeting of Partners, or preceding the last day on which the consent of Partners may be effectively expressed for any purpose without a meeting, as a record date for the determination of the Partners entitled to notice of, and to vote at, such meeting or to express such consent. In either such case, such Partners, and only such Partners as shall be Partners of record on the Record Date shall be entitled to notice of, and to vote at, such meeting and any adjournment thereof, or to express such consent, as the case may be, notwithstanding any transfer of any Partnership Interest on the Register after any such Record Date fixed as aforesaid.

(c) Notice of any meeting at which Partners are entitled to vote, or of any matter upon which action by written consent of such Partners is to be taken, shall be given to each Partner of record not less than five
(5) nor more than sixty (60) days prior to the date of such meeting or the date on which consent must be given, as the case may be. Each such notice will include a statement setting forth (i) the date, time and place of the meeting or the date by which such action is to be taken, (ii) a description of the matter on which such Partners are entitled to vote or of such matter upon which written consent is sought and (iii) instructions for the delivery of proxies or consents.

(d) Except as otherwise provided by law, at any meeting of Partners, the holders of a majority of the Units entitled to vote as such meeting shall constitute a quorum at such meeting. In the absence of a quorum, the holders of a majority of the Units entitled to vote thereat present in person or by proxy may adjourn any meeting, from time to time, until a quorum shall be present. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.

(e) Each Partner entitled to vote at a meeting or entitled to express consent to Partnership action in writing without a meeting may authorize another person or persons to act for him by proxy. A proxy acting for any Partner shall be duly appointed by an instrument in writing subscribed by such Partner and reasonably acceptable in form and substances to the General Partner. Except as otherwise provided by law, no vote on any question upon which a vote of the Partners may be taken need be by ballot unless the General Partner shall

determine that it shall be by ballot or the holders of a majority of all Units present in person or by proxy and entitled to participate in such vote shall so demand. In a vote by ballot each ballot shall state the Partnership Interests voted and the name of the Partner or proxy voting. Unless otherwise provided by law or by this Agreement, all questions shall be decided by the vote of the holders of a majority of the Units present in person or by proxy at the meeting and entitled to vote on the question.

(f) Any action required to or which may be taken at a meeting of Partners may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by Partners having not less than the minimum number of votes that would be necessary to authorize such action at a meeting at which all Units entitled to vote thereon were present and voted, and shall be delivered to the Partnership by delivery to the General Partner (who shall have custody of the books in which proceedings of meetings of Partners are recorded). Prompt notice of the taking of action without a meeting shall be given to the Partners entitled to vote who have not consented in writing.

(g) The General Partner, in its sole discretion, shall establish all other provisions relating to meetings of Partners, in addition to those expressly provided herein, including notice of the time, place or purpose of any meeting at which any matter is to be voted on by any Partner, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote, in each case consistent with the terms hereof and in accordance with the Act.

ARTICLE IX

ACCOUNTING AND RECORDS

9.1. Books and Records. The General Partner shall keep books of account for the Partnership in accordance with the method of accounting used for federal income tax purposes. Upon at least five (5) Business Days' prior notice to the General Partner, any Limited Partner shall have the right, to the extent provided for in the Act, to inspect and copy at its own expense the Partnership's books and records during normal business hours.

9.2. Annual Reports.

(a) Not later than ninety (90) days after the end of each Fiscal Year (or such earlier date as may be required under the Code) the General Partner shall deliver to each Partner a report indicating each Partner's share for federal income tax purposes of the Partnership's income, credits and deductions for the immediately preceding Fiscal Year, together with all other information concerning the Partnership which may be required by the Code from time to time.

(b) The General Partner shall furnish to the Limited Partners within 120 days after the end of each Fiscal Year Audited Financial Statements of the General Partner and may also furnish the Limited Partners with such other periodic reports concerning the Partnership's business and activities as the General Partner considers necessary to advise all Partners properly about their investment in the Partnership and shall, upon the written request of any Limited Partner, provide such Partner with:
(i) a copy of any report filed with the Securities and Exchange Commission by the General Partner pursuant to the Securities Exchange Act of 1934;

(ii) a copy of the Partnership's federal, state and local income tax returns for each Fiscal Year;

(iii) a current list of the name and last known business, residence or mailing address of each Partner; and

(iv) a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed.

(c) Notwithstanding any other provision of this Section 9.2, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole discretion to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business, or (ii) the Partnership is required by law or by agreements with an unaffiliated third party to keep confidential.

9.3. Tax Returns. The General Partner shall cause all income and other tax returns of the Partnership to be prepared and filed in a timely manner. The General Partner shall be the Tax Matters Partner (as defined in section 6231(a)(7) of the Code) of the Partnership.

9.4. Fiscal Year. The fiscal year ("Fiscal Year") of the Partnership shall be the calendar year.

9.5. Bank Accounts. All funds of the Partnership shall be deposited in such accounts established in the Partnership's name with such financial institutions as may be determined from time to time by the General Partner. Withdrawals from any such accounts shall be made in the Partnership's name upon the signature of such officers of the General Partner and such other signature or signatures, if any, as the General Partner shall from time to time designate. Funds in such accounts shall not be commingled with the funds of any Partner.

ARTICLE X

CHANGES IN GENERAL PARTNERS

10.1. Permitted Assignment of General Partnership Interest. The General Partner shall not have the right to resign or withdraw or to Transfer all or any portion of its General Partnership Interest represented by GP Units, except that the General Partner may (a) assign all or a portion of its General Partnership Interest represented by outstanding GP Units to a substitute or additional General Partner permitted under Section 10.2; (b) assign its General Partnership Interest represented by outstanding GP Units to any Entity that has acquired, or in connection with such assignment will acquire, by merger, consolidation or otherwise, substantially all of its assets or equity interests and has been designated to succeed to its rights and obligations under this Agreement in accordance herewith; and (c) pledge or grant a security interest in its right to receive payments and distributions under this Agreement. In connection with any Transfer described in clauses (a) and (b) of all the General Partnership Interest, the General Partner may withdraw as such upon the admission of the assignee. Sections 10.2 and 10.4 shall apply in the case of a Transfer of all or a portion of a General Partnership Interest.

10.2. Admission of Additional General Partners. One or more additional or substitute General Partners may be admitted to the Partnership from time to time by the General Partner in the circumstances contemplated by
Section 10.1, provided the additional or substitute general partner is reasonably expected, as determined by a majority of the Board of Trustees of BRT, to be able to fulfill the duties of a general partner hereunder. Otherwise, no additional General Partner may be admitted to the Partnership except as provided in Section 13.2. The terms of such assignment and the nature of the duties of the newly admitted General Partner shall be as agreed upon between the General Partner and such additional General Partner.

10.3. Effect of Withdrawal of General Partner.

(a) Upon the occurrence of an Event of Withdrawal of the General Partner (other than one permitted by Section 10.1), the General Partner shall cease to be such, and its General Partnership Interest shall be converted to an undesignated Limited Partnership Interest entitling the holder thereof to the same share of the Partnership's income, gain, loss, deduction and distributions as are allocated to the General Partner hereunder, subject to the Partnership's right to set off (i) any damages caused to the Partnership if the Event of Withdrawal is in violation of this Agreement and (ii) any obligation of the General Partner under paragraph (b).

(b) Upon the occurrence of an Event of Withdrawal of the General Partner, the General Partner shall pay to the Partnership in cash the amount of any deficit balance in its Capital Account unless the Event of Withdrawal is permitted by Section 10.1.

10.4. Liability of a Withdrawn General Partner. Any General Partner who shall commit or suffer an Event of Withdrawal or shall otherwise withdraw from the Partnership shall remain liable for obligations and liabilities incurred by it as General Partner prior to the occurrence of such Event of Withdrawal or other withdrawal, but it shall be free of any such obligation or liability incurred on account of the activities of the Partnership thereafter.

ARTICLE XI

TRANSFERS OF LIMITED PARTNERSHIP INTERESTS

11.1. General Transfer Provisions and Restrictions.

(a) Subject to the restrictions set forth in this Section 11.1, any Limited Partner may Transfer all or any portion of, or right in or to, his or its Limited Partnership Interest, without the consent of the General Partner or any other Partner, except that no Limited Partner may Transfer Class A Units comprising Collateral in violation of the provisions of Article XVIII below.

(b) Notwithstanding the foregoing,

(i) No Transfer of any Limited Partnership Interest shall be permitted if, in the opinion of the General Partner based on the advice of counsel, there is a significant possibility that such Transfer:

(A) may not be effected without registration under the Securities Act of 1933, or would result in the violation of any applicable state securities laws; or

(B) would result in the termination of the Partnership within the meaning of section 708 of the Code, or would have a material adverse effect on any Partner for federal income tax purposes; or

(C) would cause the Partnership to be taxed other than as a partnership for federal income tax purposes or impair the ability of the Partnership to take advantage of any favorable tax election or treatment as a result of being taxed as a partnership (whether such impairment shall arise from the termination of the Partnership for federal tax purposes or otherwise); or

(D) would cause the Partnership to become, with respect to any employee benefit plan subject to Title 1 of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); or

(E) would cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; and

(ii) No Limited Partner shall effect any Transfer:

(A) to any person or entity who lacks the legal right, power or capacity to own Partnership Units;

(B) in violation of any provision of any mortgage or trust deed (or the note or bond secured thereby) to which the Partnership is a party or is otherwise bound;

(C) of any component portion of Partnership Units, such as the Capital Account, or rights to distribution, separate and apart from all other components of Partnership Units; or

(D) in the event such Transfer would cause BRT or any successor thereto to cease to comply with the REIT Requirements.

In furtherance of this subsection, the General Partner and the Partnership shall in no event recognize any trade of a Limited Partnership Interest in a secondary market or the substantial equivalent thereof and shall take such actions as are necessary so that such trades are not recognized.

(c) All Transfers of Limited Partnership Interests shall be by instrument in form and substance reasonably satisfactory to the General Partner. Any Transfer of Limited Partnership Interests in violation of this Agreement shall be null and void ab initio and shall not operate to vest any rights in any transferee.

(d) In no event shall the Partnership dissolve or terminate upon the admission of any Partner to the Partnership or upon any permitted Transfer of a Partnership Interest by any Partner. Each Partner hereby waives its right to dissolve, liquidate or terminate the Partnership in such event. No Transfer of any Limited Partnership Interest in the Partnership shall constitute a change of Control of the Partnership.

11.2. Expenses. All expenses of the Partnership and of the Partners occasioned by a Transfer permitted under Section 11.1 shall be borne by the Partner effecting such Transfer.

11.3. Allocations with Respect to Transferred Interest. Upon the permitted Transfer of all or any part of a Partnership Interest, each item of Partnership income (or loss) and deduction allocable to such Partnership Interest shall be pro rated (as to the Transferred Partnership Interest) between the transferor and transferee on the basis of the number of days in the taxable year of the Partnership preceding (and including) and succeeding, respectively, the date as of which the assignment is executed. Unless otherwise agreed by the Transferor and Transferee Partners and written notice of such agreement has been given to the General Partner, gain or loss from the sale or other taxable disposition of a Partnership capital asset shall be allocated to the Persons who were Partners at the time such gain or loss was recognized by the Partnership.

11.4. Section 754 Election. The General Partner may, in its sole discretion, cause the Partnership to elect, pursuant to section 754 of the Code, to adjust the basis of Partnership property as provided in sections 734(b) and 743(b) of the Code. The General Partner shall be responsible for determining the adjustments required or permitted by said sections of the Code, except that, in the case of any adjustment required or permitted under section 743(b) of the Code, the Transferee Partner or Partners shall be solely responsible for determining the adjustments required thereunder unless such Partner or Partners provide the General Partner with all the information necessary for the General Partner to determine the adjustments. If any adjustments to the basis of Partnership property are made pursuant to section
732(d), 734(b) or 743(b), the capital accounts of the Partners shall be adjusted as specified in Regulation Section 1.704-1(b)(2)(iv)(m).

11.5. Transferee's Rights. The Transfer of a Limited Partnership Interest in accordance with this Agreement entitles the transferee, subject to Section 11.3, to share in such profits and losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction, or credit or similar item to which the transferor Partner was entitled (to the extent of the interest Transferred) but does not entitle the transferee to become or to exercise any other rights of a Partner unless and until the transferor Partner has advised the General Partner that such transferor Partner is to be admitted as a Partner pursuant to Article XII.

ARTICLE XII

ADMISSION OF PARTNERS

12.1. Procedure. Substitute or additional General or Limited Partners may be admitted to the Partnership as a result of a permitted Transfer of Partnership Interests pursuant to Article X or XI. Additional General or Limited Partners shall also be admitted to the Partnership as a result of the issuance of additional Partnership Interests pursuant to Article III. Each substitute or additional Partner shall sign a supplement to this Agreement at the time such Partner is admitted confirming the admission of the new Partner hereunder, and containing such Person's binding agreement to be bound by all of the terms of this Agreement.

12.2. Admission. In connection with the admission of any new Partner to the Partnership, the General Partner shall have the power, right and authority to amend this Agreement and any applicable Exhibit or Schedule hereto to reflect the rights and obligations of such new Partner, including without limitation its obligations to contribute to the capital of the Partnership, rights to distributions, and rights to approve or consent to Partnership actions.

ARTICLE XIII

DISSOLUTION, LIQUIDATION AND WINDING-UP

13.1. Events of Dissolution. The occurrence of any of the following shall constitute an event of dissolution of the Partnership (an "Event of Dissolution"):

(a) the expiration of the term of the Partnership as provided in Section 2.5;

(b) the sale or other disposition in a single transaction or series of related transactions of all or substantially all of the assets of the Partnership unless such sale or other disposition involves any deferred payment of the consideration for such sale or disposition, in which case the General Partner may elect to defer the dissolution of the Partnership until the last day of the Fiscal Year during which the Partnership shall receive the balance of such deferred payment;

(c) subject to Section 13.2, the occurrence of an Event of Withdrawal with respect to a General Partner;

(d) the acquisition by a single Person of all of the Partnership Interests;

(e) the issuance of a decree of dissolution by a court of competent jurisdiction pursuant to the Act; or

(f) the consent of the General Partner and the holders of at least a majority of the then outstanding Class A Units.

13.2. Continuation of the Business of the Partnership After Dissolution.

(a) Notwithstanding Section 13.1(c), if, at the time of an Event of Withdrawal, there shall be one or more General Partners not affected by the Event of Withdrawal, then such other General Partner or General Partners shall (and are hereby authorized to) carry on the business of the Partnership, and if they do so, the Partnership shall not be liquidated and its business wound up.

(b) Notwithstanding Section 13.1(c), at the time of an Event of Withdrawal to which subsection (a) is not applicable, the Partnership shall not be liquidated and its business wound up if, within 90 days after the occurrence of the Event of Withdrawal, Limited Partners owning a majority of the Units of each class then outstanding agree in writing to continue the business of the Partnership and to the appointment of one or more replacement General Partners who agree to serve as such.

13.3. Effect of Event of Dissolution. Upon the occurrence of an Event of Dissolution, unless otherwise provided in Section 13.2, the Partnership shall be dissolved and shall continue solely for the purposes of winding up its business and liquidating in accordance with this Article XIII all of its assets and collecting the proceeds from such liquidation, at which time the Partnership shall be wound up. Unless the business of the Partnership is continued as provided in Section 13.2, after the occurrence of an Event of Dissolution, the Partnership shall engage in no further business other than as necessary to operate on an interim basis and for the Partnership to collect its receivables, liquidate its assets and pay or discharge its liabilities in accordance with this Article XIII.

13.4. Accounting. In the event of the dissolution, liquidation and winding-up of the Partnership, a proper accounting (which shall be certified) shall be made of the Capital Account of each Partner and of the Net Income or Net Losses of the Partnership from the date of the last previous accounting to the date of dissolution. Financial statements presenting such accounting shall include a report thereon of a certified public accountant selected by the Liquidating Trustee.

13.5. Distribution on Dissolution.

(a) In the event of the dissolution and liquidation of the Partnership for any reason, the assets of the Partnership shall be liquidated for distribution and distributed in the following rank and order:

(i) First, for payment of creditors of the Partnership (other than Partners) in the order of priority as provided by law;

(ii) Next, for establishment of reserves as provided by the Liquidating Trustee to provide for contingent liabilities, if any;

(iii) Next, for payment of debts of the Partnership to Partners, if any, in the order of priority provided by law; and

(iv) Last, for payment to the General Partner and to the holders of the Class A Units, in accordance with the positive balances in their respective Capital Accounts after giving effect to all contributions, distributions and allocations for all periods,

including the period in which such distribution occurs (other than those adjustments made pursuant to this Section 13.5(a)(iv)).

(b) Whenever the Liquidating Trustee reasonably determines that any reserves established pursuant to paragraph (a)(ii) above are in excess of the reasonable requirements of the Partnership, the amount determined to be excess shall be distributed to the Partners in accordance with the above provisions.

13.6. Timing Requirements. In the event that the Partnership is "liquidated" within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, any and all distributions to the Partners pursuant to Section 13.5(a) hereof shall be made no later than the later to occur of (i) the last day of the taxable year of the Partnership in which such liquidation occurs, or (ii) ninety (90) days after the date of such liquidation.

13.7. Sale of Partnership Assets. In the event of the liquidation of the Partnership in accordance with the terms of this Agreement, the Liquidating Trustee may sell Partnership or Title Holding Partnership property if the Liquidating Trustee has in good faith solicited bids from unrelated third parties before making any such sale; provided, however, all sales, leases, encumbrances or transfers of Partnership assets shall be made by the Liquidating Trustee solely on an "arm's-length" basis, at the best price and on the best terms and conditions as the Liquidating Trustee in good faith believes are reasonably available at the time and under the circumstances and on a non-recourse basis to the Limited Partners. The liquidation of the Partnership shall not be deemed finally completed until the Partnership shall have received cash payments in full with respect to obligations such as notes, installment sale contracts or other similar receivables received by the Partnership in connection with the sale of Partnership assets and all obligations of the Partnership have been satisfied, released or assumed by the General Partner. The Liquidating Trustee shall continue to act to enforce all of the rights of the Partnership pursuant to any such obligations until such obligations are paid in full or otherwise satisfied.

13.8. Distributions in Kind. In the event that it becomes necessary to make a distribution of Partnership property in kind, the Liquidating Trustee may transfer and convey such property to the distributees as tenants in common, subject to any liabilities attached thereto, so as to vest in them undivided interests in the whole of such property in proportion to their respective rights to share in the proceeds of the sale of such property (other than as a creditor) in accordance with the provisions of
Section 13.5 hereof.

13.9. Documentation of Liquidation. Upon the completion of the dissolution and liquidation of the Partnership, the Partnership shall terminate and the Liquidating Trustee shall have the authority to execute and record any and all documents or instruments required to effect the dissolution, liquidation and termination of the Partnership.

13.10. Liability of the Liquidating Trustee. The Liquidating Trustee shall be indemnified and held harmless by the Partnership from and against any and all claims, demands, liabilities, costs, damages and causes of action of any nature whatsoever arising out of or incidental to the Liquidating Trustee's taking of any action authorized under or within the scope of this Agreement; provided, however, that the Liquidating Trustee shall not be entitled to indemnification, and shall not be held harmless, where the claim, demand, liability, cost, damage or cause of action at issue arose out of (a) a matter entirely unrelated to the Liquidating Trustee's action or conduct pursuant to the provisions of this Agreement; or (b) the willful misconduct or gross negligence of the Liquidating Trustee.

ARTICLE XIV

RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS

14.1. No Participation in Management. The Limited Partners shall not take part in the management or control of the Partnership's business, transact any business in the Partnership's name, have the power to sign documents for or otherwise bind the Partnership or except as required by the Act or expressly provided by this Agreement, have any right to vote on or consent to any matter, provided, however, that nothing in the foregoing shall be deemed to prohibit or preclude any Limited Partner or its Affiliates from serving as an officer, trustee, director or employee of the General Partner or its Affiliates or otherwise transacting business with the Partnership.

14.2. Death, Incompetence, Bankruptcy, Etc. The death, incompetence, Bankruptcy, dissolution or liquidation of a Limited Partner shall not cause a dissolution of the Partnership. The rights of such a Limited Partner to share in the income and losses of the Partnership, to receive distributions and to assign its Partnership Interest pursuant to this Article, on the happening of such an event, shall devolve on such Limited Partner's beneficiary or other successor, executor, administrator, guardian or other legal representative for the purpose of settling the estate or administering the property of such Limited Partner. Such successor or personal representative, however, shall be admitted as a Limited Partner only upon compliance with the requirements set forth in Article XII.

14.3. No Withdrawal. No Limited Partner may withdraw from the Partnership without the prior written consent of the General Partner, other than as expressly provided in this Agreement.

14.4. Power of Attorney. Each Limited Partner constitutes and appoints the General Partner, any Liquidating Trustee, and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead to: execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (i) all certificates, documents

and other instruments (including, without limitation, this Agreement and the Certificate and all amendments or restatements thereof) that the General Partner or the Liquidating Trustee deems appropriate or necessary to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (ii) all instruments that the General Partner deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with its terms; (iii) all conveyances and other instruments or documents that the General Partner deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; and (iv) all instruments relating to the admission, withdrawal, removal or substitution of any Partner pursuant to the provisions of this Agreement, or the Capital Contribution of any Partner. The foregoing power of attorney is irrevocable and a power coupled with an interest, in recognition of the fact that each of the Partners will be relying upon the power of the General Partner to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive the death, incapacity or incompetency of a Limited Partner to the effect and extent permitted by law and the Transfer of all or any portion of such Limited Partner's Partnership Units and shall extend to such Limited Partner's heirs, distributees, successors, assigns and personal representatives.

14.5. Limited Liability of Limited Partners. The Limited Partners shall not be personally liable for any obligations or debts of the Partnership to third parties, except to the extent provided in the Act.

ARTICLE XV

GRANT OF REDEMPTION RIGHTS TO LIMITED PARTNERS

15.1. Grant of Redemption Rights.

(a) The Partnership does hereby grant to each Limited Partner owning Class A Units and each such Limited Partner does hereby accept the right, but not the obligation (hereinafter such right sometimes referred to as the "Redemption Right"), to require the Partnership to redeem, for cash, on the Specified Redemption Date all or any portion of the Class A Units held by such Limited Partner at a redemption price equal to the Cash Amount. The Redemption Right of a Limited Partner may be exercised on one or more occasions by the Limited Partner. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the Limited Partner (the "Redeeming Partner") who is exercising the Redemption Right. A Limited Partner may not exercise the Redemption Right as to fewer Class A Units than the number of such Units that is equal to the lesser of (a) 100 Units or (b) all of the Class A Units held by such Limited Partner. Neither the Redeeming Partner nor any assignee of any Limited Partner shall have any right with respect to any Class A Units so redeemed to receive any distributions from the Partnership made after the Specified Redemption Date. The

assignee of any Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 15.1, and such Limited Partner shall be deemed to have assigned such rights to such assignee and shall be bound by the exercise of such rights by such Limited Partner's assignee. In connection with any exercise of such rights by such assignee on behalf of such Limited Partner, the Cash Amount shall be paid by the Partnership directly to such assignee and not to such Limited Partner.

(b) The General Partner may, in connection with the issuance by the Partnership of additional Class A Units, impose restrictions on the exercise by the Limited Partners owning such Class A Units of the Redemption Right for such period of time as the General Partner may designate.

15.2. General Partner Exchange.

(a) Notwithstanding the provisions of Section 15.1, if a Limited Partner elects to exercise the Redemption Right, the General Partner may, in its sole and absolute discretion, elect to assume directly and satisfy a Redemption Right by paying to the Redeeming Partner either the Cash Amount or the GP Shares Amount for each Class A Unit redeemed, as elected by the General Partner (in its sole and absolute discretion) on the Specified Redemption Date, whereupon the General Partner shall acquire the Class A Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Interests.

(b) In the event that the Partnership shall fail to pay the Cash Amount to any Redeeming Partner on the Specified Redemption Date pursuant to Section 15.1, and the General Partner shall not have elected pursuant to Section 15.2(a) to assume the obligations of the Partnership with respect thereto, the General Partner shall on the Specified Redemption Date contribute to the capital of the Partnership in cash (or, at its election, pay directly to the Redeeming Partner the full Cash Amount or GP Shares Amount) the full amount necessary to permit the Partnership to satisfy its obligations to pay to the Redeeming Partner the Cash Amount on the Specified Redemption Date, and the Partnership shall thereupon immediately pay to such Redeeming Partner such Cash Amount.

(c) The General Partner shall provide the Redeeming Partner with at least five (5) days' written notice prior to the Specified Redemption Date whether the Redemption Right will be redeemed by the Partnership or the General Partner for the Cash Amount or GP Shares Amount. The Redeeming Partner may rescind his or its Notice of Redemption at any time prior to the Specified Redemption Date if the Redemption Right is to be redeemed for the Cash Amount.

(d) In the event that the General Partner satisfies the Redemption Right in the manner described in Sections 15.2(a) or (b), each of the Redeeming Partner, the Partnership, and the General Partner shall treat the transaction between the General Partner and the Redeeming Partner for federal income tax purposes as a sale of the Redeeming Partner's Partnership Units to the General Partner.

(e) Each Redeeming Partner shall execute such documents as the General Partner may reasonably require in connection with the issuance of Common Shares upon exercise of the Redemption Right, including, without limitation, acknowledgment that the shares will be issued without registration under the Securities Act, and may not be resold unless subsequently registered or an exemption from registration is available.

(f) If the Redemption Right is satisfied by the delivery of Common Shares, the Redeeming Partner shall be deemed to become a holder of Common Shares as of the close of business on the Specified Redemption Date.

15.3. Certain Limitations on Redemption Right. Notwithstanding the provisions of Section 15.1, no Limited Partner shall have the right to require the Partnership to redeem any Class A Units constituting Collateral until such Collateral is required to be released pursuant to the provisions of Section 18.3, unless the Limited Partner acknowledges and agrees at the time of conversion that the cash paid or Common Shares issued in redemption of the Class A Units shall continue to constitute Collateral under Article XVIII.

15.4. Adjustments. The number of Common Shares comprising the GP Shares Amount shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:

(a) Adjustment for Change in Shares of Beneficial Interest. If at any time after the date of this Agreement, the General Partner:

(i) pays a dividend or makes a distribution on its Common Shares in its Common Shares;

(ii) subdivides its outstanding Common Shares into a greater number of shares;

(iii) combines its outstanding Common Shares into a smaller number of shares;

(iv) makes a distribution on its Common Shares in its shares of beneficial interest other than Common Shares; or

(v) issues by reclassification of its Common Shares any of its shares of beneficial interest;

then the number of Common Shares comprising the GP Shares Amount shall be adjusted so that the holder of a Class A Unit may receive in an exchange therefor pursuant to Section 15.2, the number of Common Shares which the holder of the Class A Unit would have owned immediately following such action if such Unit had been exchanged immediately prior thereto. In lieu of adjusting the

number of Common Shares comprising the GP Shares Amount, the General Partner may, in its sole discretion, cause an adjustment to be made to the number of outstanding Class A Units such that, following any of the actions described above, each Class A Unit shall be converted into that number of Class A Units equal to the product that results from multiplying one Class A Unit by a fraction, the numerator of which is the number of Common Shares that will be outstanding immediately following the Record Date for the dividend or distribution or the effective date for the subdivision, combination or reclassification, as applicable, and the denominator of which is the number of Common Shares outstanding immediately prior to the dividend, distribution, subdivision, combination or reclassification, as applicable (assuming for such purposes that the dividend or distribution was paid on the Record Date).
In either case, the adjustment shall become effective immediately after the Record Date in the case of a dividend or distribution, and immediately after the effective date in the case of a subdivision, combination or reclassification.

(b) When No Adjustment Required. No adjustment need be made for a change in the par value or no par value of the Common Shares.

15.5. Certain Covenants. Each Limited Partner covenants and agrees with the General Partner that all Class A Units delivered for redemption by it pursuant to this Article XV shall be delivered to the Partnership or the General Partner, as the case may be, free and clear of all Encumbrances.

15.6. Certain Changes. In the event of a merger or consolidation of the General Partner with a third party or the sale of all or substantially all of the assets of the General Partner or a third party acquisition of all of the outstanding Common Shares, the General Partner may make such changes to this Article 15 as it deems to be appropriate in order to provide that each holder of Class A Units receives, in such transaction, or in connection with such transaction, the amount of cash, securities or other property which such holder would be entitled to receive if it exercised its Redemption Right and received the GP Shares Amount in exchange for its Class A Units immediately prior to consummation of such transaction. If the General Partner makes such provision then, in connection therewith, it may also terminate or modify the Redemption Right.

ARTICLE XVI

LIMITED PARTNER REPRESENTATIONS AND WARRANTIES

16.1. Representations and Warranties of the Limited Partners.

(a) Each of the Limited Partners hereby represents and warrants, severally and not jointly, to the Partnership and the General Partner as follows:

(i) That such Partner, if a corporation, partnership or other entity formed pursuant to any statute or other governmental authority, is validly formed and in good standing under the laws of the jurisdiction of its formation.

(ii) That, if such Partner is an Entity, the execution, delivery and performance of this Agreement by such Partner has been duly and validly authorized by all necessary corporate, partnership, or other similar action.

(iii) That this Agreement has been duly executed and delivered by such Limited Partner, and constitutes such Partner's legal, valid and binding obligation, enforceable against it in accordance with the terms hereof.

(iv) That no consent, waiver, approval or authorization of, or filing, registration or qualification with, or notice to any governmental unit or other person is required to be made, obtained or given by such Limited Partner in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby other than consents, waivers, approvals or authorizations which have been obtained prior to the date hereof.

(v) That such Partner understands that the Class A Units to be issued hereunder and the Common Shares issuable in redemption of Class A Units pursuant to Article XV hereof will not be registered under the Securities Act, on the grounds that the issuance of such securities is exempt from registration pursuant to Section 4(2) of the Securities Act or Regulation D promulgated thereunder, and that the reliance of the General Partner and the Partnership on such exemptions is predicated in part on the Limited Partner's representations, warranties and covenants set forth herein.

(vi) That the Units and any Common Shares acquired in exchange therefor by such Partner will be acquired for its own account, not as a nominee or agent, and without a view to resale or other distribution within the meaning of the Securities Act and the rules and regulations thereunder and that it will not distribute any such securities in violation of the Securities Act.

(vii) That such Partner's principal residence or place of business is as set forth on Exhibit A.

(viii) That such Partner understands that the Units and Common Shares issued in respect thereof must be held indefinitely unless subsequently registered under the Securities Act or an exemption from registration is available, and that any routine sales of Common Shares made under Rule 144 of the Securities and Exchange Commission under the Securities Act may be made only in limited amounts and in accordance with the terms and conditions of that Rule and that Rule 144 will not be available for use in connection with resales of any shares of Common Shares issued in respect of Units for at least one year after the date of issuance or for any Units at any time.

(ix) That such Partner is well versed in financial matters, has had dealings in securities, including "restricted securities," and is fully capable of understanding the type of investment being made in the Units and the Common Shares and the risks involved in connection therewith.

(x) That such Partner will not sell transfer or otherwise dispose of any of the Units or the Common Shares acquired in exchange therefor unless such securities have been registered under the Securities Act or the holder thereof shall have furnished to the General Partner such information as the General Partner may reasonably require to the effect that such securities may be sold without registration thereunder.

(b) Each Limited Partner also agrees that certificates, if any, representing Units or Common Shares issued to it may contain a restrictive legend noting the restrictions on transfer described in this section and required by federal and applicable state securities laws and that appropriate "stop-transfer" instructions may be given to the transfer agent for the General Partner and the Partnership.

ARTICLE XVII

GENERAL PARTNER REPRESENTATIONS AND WARRANTIES

17.1. Representations and Warranties of the General Partner. The General Partner represents and warrants to the Partnership and the Limited Partners as follows

(a) The General Partner is a real estate investment trust duly formed and existing under and by virtue of the laws of the State of Maryland.

(b) The execution, delivery and performance of this Agreement by the General Partner has been duly and validly authorized by all necessary trust action of the General Partner. This Agreement has been duly executed and delivered by the General Partner, and constitutes a legal, valid and binding obligation of the General Partner, enforceable against the General Partner in accordance with the terms hereof.

(c) No consent, waiver, approval or authorization of, or filing, registration or qualification with, or notice to, any governmental unit or any other person is required to be made, obtained or given by the General Partner in connection with the execution, delivery and performance of this Agreement other than consents, waivers, approvals or authorizations which have been obtained prior to the date hereof.

ARTICLE XVIII

INDEMNIFICATION

18.1. Indemnification.

(a) Subject to the provisions of Section 18.2, the General Partner hereby indemnifies and holds harmless the Partnership and each Limited Partner against and from any and all liabilities, demands, claims, actions, causes of action, assessments, losses, fines, penalties, costs, damages and expenses (including, without limitation, attorneys' and accounting fees and expenses) (any such item, a "Liability," and collectively "Liabilities") sustained or incurred by such Limited Partner or the Partnership as a result of or arising out of (i) any inaccuracy in any representation or warranty made in this Agreement by the General Partner, or
(ii) any breach by the General Partner of any of its obligations under this Agreement.

(b) Subject to the provisions of Section 18.2 hereof, each Limited Partner who is a Pledgor (as defined in Section 18.3(a)), severally and not jointly, indemnifies and holds harmless the Partnership and the General Partner against and from all Liabilities sustained or incurred by the Partnership or the General Partner as a result of or arising out of (i) any inaccuracy in a representation or warranty made under this Agreement by such Limited Partner, or (ii) any breach by such Limited Partner of its obligations hereunder.

18.2. Limitations on Indemnification Obligations.

(a) No indemnified person hereunder shall be entitled to indemnification under Section 18.1 hereof unless the indemnified person shall have delivered a written notice specifying in reasonable detail the matter giving rise to such person's right to indemnification to the indemnifying party on or before the second anniversary of the date hereof.

(b) No person providing indemnification hereunder shall be liable under Section 18.1 hereof unless the total amount recoverable from such indemnifying person exceeds, with respect to all indemnities provided by such indemnifying person hereunder, an aggregate of $75,000 in the case of Safeguard, an aggregate of $75,000 in the case of The Nichols Company, and an aggregate of $75,000 in the case of BRT.

(c) If a claim for indemnification arises from a third party claim asserted against the Partnership, the indemnifying party shall have the right, at its own expense, to participate in the defense of the claim, action or proceeding which resulted in the claim for indemnification, and if such right is exercised, the parties shall cooperate in the defense of such action or proceeding; provided, however, the indemnified party shall at all times have the right to be in control of such defense.

(d) Indemnification pursuant to Section 18.1 hereof and the remedies in respect thereof as set forth in Section 18.3 hereof shall be the sole and exclusive remedy of the indemnified parties for any matter covered thereby, regardless of the legal theories on which the claim for indemnification is based.

18.3. Security and Remedies.

(a) Each of Safeguard and Nichols, on behalf of themselves and their affiliates (collectively, "Pledgors") hereby grants to the Partnership a lien upon and continuing security interest in such Pledgor's Class A Units, and in any Common Shares issued upon redemption of such Class A Units pursuant to Article XV (collectively, the "Collateral") which shall be security for the indemnification obligations of such Pledgor hereunder. The indemnification obligation of each Pledgor shall be payable out of such Pledgor's entire Collateral, but only from such Collateral. Any transfer by a Pledgor of such Pledgor's Class A Units, or Common Shares issued upon redemption of Class A Units, shall be subject to the lien and security interest granted hereby. Each Pledgor represents and warrants that his or its Class A Units constituting Collateral are owned by it free and clear of Encumbrances other than Permitted Encumbrances, which Permitted Encumbrances are senior in priority to the lien and security interest created under this
Section 18.3.

(b) Any person claiming indemnification hereunder shall (when the amount claimed is known) deliver written notice (the "Indemnity Notice") to the party or parties from whom indemnification is claimed describing in reasonable detail the rationale for the amount for which indemnification is sought. A Limited Partner shall be entitled to satisfy his indemnification obligation by directing the Partnership to cancel in the Register that number of Class A Units included in the Collateral as shall be equal in value (based on the Current Per Share Market Price of the Common Shares issuable in exchange therefor pursuant to Section 15.2 as of the date of the Indemnity Notice) to the amount recoverable from such Limited Partner hereunder. If such indemnification obligation shall not have been satisfied by any party within thirty (30) days after its receipt of an Indemnity Notice, the matter shall be submitted for binding arbitration in accordance with the provisions of Article XIX below.

(c) In the case of an adverse decision by the arbitrators in respect of indemnification being provided by any Limited Partner, if such Limited Partner does not satisfy the obligations within ten (10) days after the decision is rendered in the arbitration, then the Partnership shall cancel in the Register, without the payment of any consideration to or the taking of any action required by the Limited Partner, that number of Class A Units included in the Collateral as shall be equal in value (based on the Current Per Share Market Price of the Common Shares issuable in exchange therefor pursuant to Section 15.2 as of the date of the Indemnity Notice) to the amount recoverable from such Limited Partner hereunder. Within ten (10) days thereafter, the General Partner shall deliver notice of such cancellation to the Limited Partner affected.

(d) The rights of the Partnership and General Partner to cancel Collateral shall be the sole and exclusive remedy of the General Partner or the Partnership under this Article XVIII and no Limited Partner shall have any personal liability hereunder, except as otherwise provided in the next succeeding section.

18.4. Restriction on Transfer.

(a) In connection with the security interests granted by the Limited Partners to the Partnership under Section 18.3 hereof, except as provided in paragraph (b), the Limited Partners agree that any Class A Units owned by such Limited Partners shall not be Transferred, without the consent of the General Partner until August 22, 1998. In addition, in the event that notice of a claim for indemnification has been duly given pursuant to Section 18.2(a) but the matter for which indemnification is sought or the amount of the indemnification required to be paid has not been finally determined as of August 22, 1998, Class A Units having a sufficient value (based on the Current Per Share Market Price at such date of the Common Shares issuable in exchange therefor pursuant to Section 15.2) shall remain subject to the restrictions of this Section 18.4(a), until such time as the matter in question has been finally determined.

(b) Nothing in this Agreement shall prohibit the following Transfers: (i) transfers occurring by reason of a Limited Partner's exercise of his Redemption Rights subject to the pledge of the Common Shares received upon redemption pursuant to Section 18.3(a); (ii) transfers by The Nichols Company of Class A Units to its equity owners; (iii) transfers by a Limited Partner to his or its Affiliates; or (iv) transfers in connection with the foreclosure of a Permitted Encumbrance. In the event of a Transfer permitted under clause (ii) or (iii), the transferee shall as a condition of such transfer execute an agreement acknowledging that the Class A Units are Collateral and are being transferred subject to the Partnership's security interest therein.

(c) Notwithstanding the foregoing, a Limited Partner may, with the consent of the General Partner exercised by its independent trustees in their sole and absolute discretion, be relieved of the restrictions on transferability contained in this Section 18.4 by (i) consenting to personal liability (by execution and delivery of an agreement to such effect in form and substance reasonably satisfactory to the General Partner) for any indemnification obligations secured by the Partnership Units, or (ii) pledging (by execution and delivery of a pledge agreement in form and substance reasonably satisfactory to the General Partner) substitute collateral which, in the reasonable determination of the General Partner, is substantially equivalent in value to the Class A Units then comprising Collateral. In the event that a Limited Partner is relieved of the restrictions on transferability in accordance with the terms of this Section 18.4, the security interest in such Limited Partner's Class A Units hereunder shall terminate without further action, and the Partnership, at the request of such Limited Partner, shall promptly execute and deliver any document or instrument reasonably requested by such Limited Partner to evidence such termination.

18.5. No Credit to Capital Accounts. No payments made by a Limited Partner pursuant to this Article XVIII shall be credited to the Capital Account of such Limited Partner.

18.6. Release of Collateral. The lien and security interest on the Collateral shall terminate on the second anniversary of the date of this Agreement, except to the extent provided in the next sentence. In the event that notice of a claim for indemnification has been duly given pursuant to
Section 18.2(a) but the matter for which indemnification is sought or the amount of the indemnification required to be paid has not been finally determined at the second anniversary of the date hereof, Class A Units having a sufficient value (based on the Current Per Share Market Price at such date of the Common Shares issuable in exchange therefor pursuant to Section 15.2) shall remain subject to the lien and security created under Section 18.3, until such time as the matter in question has been finally determined.

18.7. Applicability. The provisions of this Article XVIII shall not be applicable to any Person that becomes a Limited Partner after August 22, 1996 except as and to the extent agreed to by the General Partner and such Person in connection with such Person's admission as a Limited Partner.

ARTICLE XIX

ARBITRATION OF DISPUTES

19.1. Settlement of Disputes. The parties will attempt in good faith to resolve any and all controversies of every kind and nature between the parties to this Agreement arising out of or in connection with the existence, construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation, breach, continuance or termination of this Agreement (each, a "Dispute") promptly by negotiations between senior executives of the parties who have authority to settle the Dispute (and who do not have direct responsibility for administration of this Agreement). The disputing party shall give the other party written notice of the Dispute. Within twenty (20) days after receipt of said notice, the receiving party shall submit to the other a written response. The notice and response shall include (a) a statement of each party's position and a summary of the evidence and arguments supporting its position, and (b) the name and title of the executive who will represent that party. The executives shall meet at a mutually acceptable time and place within thirty days of the date of the disputing party's notice and thereafter as often as they reasonably deem necessary to exchange relevant information and to attempt to resolve the Dispute. If the matter has not been resolved within sixty (60) days of the disputing party's notice, or if the party receiving said notice will not meet within thirty days, either party may initiate mediation of the controversy or claim in accordance with the Center for Public Resources Model Procedure for Mediation of Business Disputes.

19.2. Arbitration.

(a) If the Dispute has not been resolved pursuant to the aforesaid mediation procedure within sixty (60) days of the initiation of such procedure, or if either party will not participate in a mediation, the Dispute shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association. The parties further agree that all matters shall be governed by the laws of the Commonwealth of Pennsylvania. The parties further agree that any arbitration conducted pursuant to this Section shall be held in Philadelphia, Pennsylvania before a panel of three (3) arbitrators, one selected by the Partnership, and one selected by Safeguard and The Nichols Company, and the third selected by the arbitrators selected by the parties. All deadlines specified in this Section may be extended by mutual agreement.

(b) The arbitration panel shall have the discretion to include in its decision a direction that all or part of the attorneys' fees and costs of any party or parties and/or the costs of such arbitration be paid by any other party or parties. On the application of a party before or after the initial decision of the arbitration panel, and proof of its attorneys' fees and costs, the arbitration panel shall order the other party to make any payments directed pursuant to the preceding sentence.

19.3. Binding Character. Any decision rendered by the arbitration panel pursuant to this Article XIX shall be final and binding on the parties hereto, and judgment thereon may be entered by any state or federal court of competent jurisdiction.

19.4. Exclusivity. Arbitration shall be the exclusive method available for resolution of claims, disputes and controversies described in
Section 19.1 hereof, and the Partnership and its Partners stipulate that the provisions hereof shall be a complete defense to any suit, action, or proceeding in any court or before any administrative or arbitration tribunal with respect to any such claim, controversy or dispute. The provisions of this Article XIX shall survive the dissolution of the Partnership.

19.5. No Alteration of Agreement. Nothing contained herein shall be deemed to give the arbitrators any authority, power or right to alter, change, amend, modify, add to, or subtract from any of the provisions of this Agreement.

ARTICLE XX

ASSUMPTION OF LIABILITIES AND INDEMNIFICATIONS

20.1. Assumption of Liabilities. The Partnership has assumed and shall pay, perform and discharge when due, each of those liabilities and obligations that constitute Assumed Liabilities. Obligations of the Partnership under this Section 20.1 shall continue to inure to the benefit of Partners notwithstanding any subsequent redemption of Units held by them and their cessation as Partners in connection therewith.

20.2. Indemnification. From and after the date hereof, the Partnership shall indemnify and hold harmless each of the Limited Partners and its Affiliates against and from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) sustained or incurred by such Limited Partner or Affiliate or any assignee or successor thereof (including, without limitation, any Substituted Limited Partner) as a result of or arising out of any Assumed Liability. If a claim for indemnification is asserted against the Partnership hereunder, the Partnership shall have the right, at its own expense, to participate in the defense of any claim asserted against such Limited Partner or its Affiliate which resulted in the claim for indemnification, and if such right is exercised, the parties shall cooperate in the defense of such action or proceeding.

ARTICLE XXI

GENERAL PROVISIONS

21.1. Notices. All notices, offers or other communications required or permitted to be given pursuant to this Agreement shall be in writing and may be personally served, telecopied, delivered by reputable courier service or sent by United States mail and shall be deemed to have been given when delivered in person, upon receipt of telecopy or courier service or three business days after deposit in United States Mail, registered or certified, postage prepaid, and properly addressed, by or to the appropriate party. For purposes of this Section 21.1, the addresses of the parties hereto shall be as set forth on Exhibit A hereto. The address of any party hereto may be changed by a notice in writing given in accordance with the provisions hereof.

21.2. Successors. This Agreement and all the terms and provisions hereof shall be binding upon and shall inure to the benefit of all Partners, and their legal representatives, heirs, successors and permitted assigns, except as expressly herein otherwise provided.

21.3. Effect and Interpretation. This Agreement and all of the terms and provisions hereof shall be governed by and construed in accordance with the law, including the law on conflicts of law, of the State of Delaware.

21.4. Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument.

21.5. Partners Not Agents. Nothing contained herein shall be construed to constitute any Partner the agent of another Partner, except as specifically provided herein, or in any manner to limit the Partners in the carrying on of their own respective businesses or activities. Notwithstanding anything to the contrary contained herein, no recourse shall be had by the Partnership or any Partner against any trustee, director, shareholder, officer, employee, agent or attorney of the General Partner under this Agreement, and none of the foregoing shall have any personal liability for or with respect to any of the foregoing.

21.6. Entire Understanding; Etc. This Agreement constitutes the entire agreement and understanding among the Partners and supersedes any prior understandings and/or written or oral agreements among them respecting the subject matter within.

21.7. Amendments.

(a) Except as provided in Sections 21.7(b) and (c), the General Partner shall have the power and authority, in its sole discretion and without the consent of any other Partner, to amend any and all of the provisions of this Agreement to issue additional Partnership Interests, or to establish the rights, privileges, duties and obligations of any Partner or class of Partnership Interest, or otherwise, except that, without the consent of each existing Partner adversely affected thereby, the General Partner shall not (except, in each and every case, as may be required to correct plain errors or ambiguities in this Agreement) amend this Agreement so as to
(i) require any Partner to make any additional contribution to the capital of the Partnership; or (ii) require any Partner to restore any negative balance in its capital account or otherwise to contribute any capital to the Partnership, except as required under the Act, the Code or other applicable laws or as expressly provided herein.

(b) This Agreement shall not be amended without the prior written consent of each Partner adversely affected if such amendment would
(i) convert a Limited Partnership Interest in the Partnership into a General Partnership Interest, or (ii) modify the limited liability of a Limited Partner.

(c) In addition to the foregoing, for so long as any Class A Units remain outstanding, this Agreement may not be amended unless such amendment is approved by the holders of at least a majority of the Class A Units then outstanding (including the Class A Units held by the General Partner), except:

(i) as otherwise expressly provided herein;

(ii) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;

(iii) to reflect the issuance of additional Partnership Interests, and the admission, substitution, termination or withdrawal of Partners, in each case in accordance with the provisions of this Agreement;

(iv) to record permitted Transfers of Partnership Units on the books of the Partnership;

(v) to reflect a change that is of an inconsequential nature and does not adversely affect the holders of the Class A Units in any material respect;

(vi) to cure any ambiguity or correct plain errors in this Agreement; or

(vii) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law.

(d) In any matter requiring the vote or consent of holders of Class A Units hereunder, Class A Units, if any, held by the General Partner will be entitled to be counted in such vote or consent.

(e) This Section 21.7 may not be amended except with the prior written consent of the General Partner and the holders of at least a majority of the Class A United then outstanding.

21.8. Prior Reference Clarification. All references in the Prior Agreement to "Safeguard Scientifics (Delaware), Inc." or "SSI" shall be deemed to have been references to Safeguard Scientifics, Inc., a Pennsylvania corporation, notwithstanding the stated effective date of this amendment and restatement of the Prior Agreement.

21.9. Severability. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid by a court of competent jurisdiction, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it is held invalid by such court, shall not be affected thereby.

21.10. Trust Provision. This Agreement, to the extent executed by the trustee of a trust, is executed by such trustee solely as trustee and not in a separate capacity. Nothing herein contained shall create any liability on, or require the performance of any covenant by, any such trustee individually, nor shall anything contained herein subject the individual personal property of any trustee to any liability. No recourse shall be had for any obligation of the General Partner against any past, present or future trustee, shareholder, officer or employee thereof.

21.11. Pronouns and Headings. As used herein, all pronouns shall include the masculine, feminine and neuter, and all defined terms shall include the singular and plural thereof wherever the context and facts require such construction. The headings, titles and subtitles herein are inserted for convenience of reference only and are to be ignored in any construction of the provisions hereof. Any references in this Agreement to "including" shall be deemed to mean "including without limitation."

21.12. Assurances. Each of the Partners shall hereafter execute and deliver such further instruments and do such further acts and things as may be required or useful to carry out the intent and purpose of this Agreement and as are not inconsistent with the terms hereof.

21.13. Effective Time of Amendment. This amendment and restatement of the Prior Partnership Agreement shall become effective automatically as of November 18, 1997 upon the execution and delivery of this Agreement by the General Partner and the holders of 75% or more of the outstanding Class A Units (as of the date of this Agreement).

SPACE INTENTIONALLY LEFT BLANK

IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. as of the date and year first above written.

GENERAL PARTNER:

BRANDYWINE REALTY TRUST

By:  /s/ Gerard H. Sweeney
     --------------------------------
     Name:  Gerard H. Sweeney,
            President and Chief Executive Officer

CLASS A LIMITED PARTNERS:

Safeguard Scientifics, Inc.

By:  /s/ James A. Ounsworth
     --------------------------------
     Name:  James A. Ounsworth
     Title: Senior Vice President

The Nichols Company

By:  /s/ Anthony A. Nichols, Sr.
     --------------------------------
     Anthony A. Nichols, Sr., President



/s/ Brian F. Belcher
-------------------------------------
Brian F. Belcher

EXECUTIONS CONTINUED

/s/ Jack R. Loew
--------------------------------
Jack R. Loew

/s/ Craig C. Hough
--------------------------------
Craig C. Hough

/s/ Werner Fricker
--------------------------------
Werner Fricker

EXECUTIONS CONTINUED

BRANDYWINE HOLDINGS I, INC.

By:  /s/ Gerard H. Sweeney
     --------------------------------
     Name:   Gerard H. Sweeney,
             President and Chief Executive Officer

BRANDYWINE REALTY TRUST

By:  /s/ Gerard H. Sweeney
     --------------------------------
     Name:   Gerard H. Sweeney,
             President and Chief Executive Officer

The Management Company joins in this Agreement solely for the purpose of agreeing to be bound by the provisions of Section 8.2(b) hereof.

BRANDYWINE REALTY SERVICES
CORPORATION

By:  /s/ Gerard H. Sweeney
     --------------------------------
     Authorized Officer

                                   ADDRESS OF RESIDENCE
                                  (IF AN INDIVIDUAL) OR
                                    EXECUTIVE OFFICES           SOCIAL SECURITY
NAME                                  (IF AN ENTITY)            OR TAX ID NUMBER     CLASS A UNITS
---------------------------      -------------------------     -----------------     -------------
Safeguard Scientifics, Inc.     800 The Safeguard Building          51-0291171          252,387
                                435 Devon Park Drive
                                Wayne, PA 19087

The Nichols Company             16 Campus Boulevard                 23-2415327            2,742
                                Newtown Square, PA 19073

Brian F. Belcher                829 Juniper Drive                  000-00-0000            7,245
                                Lafayette Hill, PA 19444

Jack R. Loew                    1090 New Street                    000-00-0000            1,245
                                West Chester, PA 19382

Craig C. Hough                  1740 Hunter Circle                 000-00-0000            1,245
                                West Chester, PA 19380

Gary C. Bender                  46 Heron Hill                      000-00-0000            1,434
                                Downingtown, PA 19335

Werner A. Fricker               708 McKean Road                    000-00-0000            6,830
                                Ambler, PA 19002

Brandywine Holdings I, Inc.     16 Campus Boulevard                 23-2856456                5
                                Newtown Square, PA 19073

Brandywine Realty Trust         16 Campus Boulevard                 23-2413352          163,399
                                Newtown Square, PA 19073

NAME                                     ADDRESS                 TAX ID NUMBER         GP UNITS
---------------------------      -------------------------     -----------------     -------------
Brandywine Realty Trust          16 Campus Boulevard              23-2413352           23,172,642
                                 Newtown Square, PA 19073

                           ASSETS CONTRIBUTED
                           TO PARTNERSHIP BY
                                CLASS A               NUMBER OF CLASS A
                            LIMITED PARTNER               UNITS OF
   NAME OF CLASS A             AS INITIAL             PARTNERSHIP ISSUED            DATE OF
   LIMITED PARTNER        CAPITAL CONTRIBUTION           IN EXCHANGE             CONTRIBUTION
---------------------     ---------------------    -----------------------    ------------------
Brian F. Belcher          497 Class A Units of               5,893              August 22, 1996
                          Witmer Partnership

Jack R. Loew              105 Class A Units of               1,245              August 22, 1996
                          Witmer Partnership

Craig C. Hough            105 Class A Units of               1,245              August 22, 1996
                          Witmer Partnership

RDC Institute, Inc.       243 Class A Units of               2,881              August 22, 1996
                          Witmer Partnership

Gary C. Bender            121 Class A Units of               1,434              August 22, 1996
                          Witmer Partnership

Lotz Designers            1,803 Class A Units of            21,380              August 22, 1996
Engineers and             Witmer Partnership
Constructors, Inc.

Werner A. Fricker         576 Class A Units of               6,830              August 22, 1996
                          Witmer Partnership

                           ASSETS CONTRIBUTED
                           TO PARTNERSHIP BY
                                CLASS A               NUMBER OF CLASS A
                            LIMITED PARTNER               UNITS OF
   NAME OF CLASS A             AS INITIAL             PARTNERSHIP ISSUED            DATE OF
   LIMITED PARTNER        CAPITAL CONTRIBUTION           IN EXCHANGE             CONTRIBUTION
---------------------     ---------------------    -----------------------    ------------------
The Nichols Company       14,577 Class A Units             253,168*             August 22, 1996
                          of Witmer Partnership
                          and Promissory Note of
                          Witmer Operating
                          Partnership I, L.P. to
                          The Nichols Company in
                          the outstanding principal
                          amount of $1,201,746.

------------------------------------------------------------------------------------------------
TOTAL CLASS A UNITS                                        293,076              August 22, 1996
 ISSUED

* Includes 72,833 units issued in exchange for a note from Witmer Partnership, as maker, to The Nichols Company, as payee, dated November 21, 1995, in the original principal amount of $1,201,746.

                                 ASSETS CONTRIBUTED                 NUMBER OF
                                 TO PARTNERSHIP BY               CLASS A UNITS OF
   NAME OF CLASS A            CLASS A LIMITED PARTNER           PARTNERSHIP ISSUED            DATE OF
   LIMITED PARTNER         AS INITIAL CAPITAL CONTRIBUTION         IN EXCHANGE             CONTRIBUTION
---------------------     --------------------------------     --------------------      ----------------
The Nichols Company       -- 87% Capital and 97% Profits              11,064              August 22, 1996
                             Limited Partnership interest in
                             C/N Oaklands Limited
                             Partnership III
                          -- 87% Capital and 97% Profits              34,217              August 22, 1996
                             Limited Partnership interest in
                             Iron Run Limited Partnership V
                          -- 82% Capital and 92% Profits              22,183              August 22, 1996
                             Limited Partnership interest in
                             C/N Iron Run Limited
                             Partnership III

---------------------------------------------------------------------------------------------------------
C/N Oaklands III,  Inc.   -- 2% Capital and 2% Profits                   254              August 22, 1996
                             General Partnership interest in
                             C/N Oaklands Limited
                             Partnership III*

---------------------------------------------------------------------------------------------------------
Iron Run V, Inc.          -- 2% Capital and 2% Profits                   786              August 22, 1996
                             General Partnership interest in
                             Iron Run Limited Partnership V**

---------------------------------------------------------------------------------------------------------

                                 ASSETS CONTRIBUTED                 NUMBER OF
                                 TO PARTNERSHIP BY               CLASS A UNITS OF
   NAME OF CLASS A            CLASS A LIMITED PARTNER           PARTNERSHIP ISSUED            DATE OF
   LIMITED PARTNER         AS INITIAL CAPITAL CONTRIBUTION         IN EXCHANGE             CONTRIBUTION
---------------------     --------------------------------     --------------------      ----------------
C/N Iron Run III, Inc.    -- 2% Capital and 2% Profits                   541              August 22, 1996
                             General Partnership interest
                             in C/N Iron Run Limited
                             Partnership III

---------------------------------------------------------------------------------------------------------
Brian F. Belcher          -- 5% Capital and 5% Profits                 1,352              August 22, 1996
                             Limited Partnership interest
                             in C/N Iron Run Limited
                             Partnership III

---------------------------------------------------------------------------------------------------------
TOTAL CLASS A UNITS                                                   70,397              August 22, 1996
 ISSUED

---------------------------------------------------------------------------------------------------------

* On August 22, 1996, this general partnership interest was assigned to a wholly-owned qualified REIT subsidiary of the General Partner called "BRT Holding II, Inc." As of November 18, 1997, BRT Holding II, Inc. transferred this general partnership interest to Brandywine Realty Trust which, in turn, contributed such interest to the Partnership.

** On August 22, 1996, this general partnership interest was assigned to a wholly-owned qualified REIT subsidiary of the General Partner called "BRT Holding III, Inc." As of November 18, 1997, BRT Holding III, Inc. transferred this general partnership interest to Brandywine Realty Trust which, in turn, contributed such interest to the Partnership.

                                            ASSETS CONTRIBUTED TO
                                           PARTNERSHIP BY CLASS A
                                             LIMITED PARTNER AS               NUMBER OF CLASS A
          NAME OF CLASS A                      INITIAL CAPITAL                 UNITS ISSUED IN          DATE OF
          LIMITED PARTNER                       CONTRIBUTION                      EXCHANGE           CONTRIBUTION
-----------------------------------  -----------------------------------    --------------------  ------------------
Safeguard Scientifics, Inc.          Fee title to 2240/2250 Butler Pike            35,258           August 22, 1996
                                     Plymouth Meeting, PA

                                     Fee title to 140 West Germantown                 171           August 22, 1996
                                     Pike Plymouth Meeting, PA

                                     Fee title to 2260 Butler Pike                 14,207           August 22, 1996
                                     Plymouth Meeting,PA

                                     Fee title to 7310 Tilghman Street             14,951           August 22, 1996
                                     Allentown, PA

                                     Fee title to 110 Summit Drive                 25,958           August 22, 1996
                                     Exton, PA

--------------------------------------------------------------------------------------------------------------------
Safeguard Scientifics, Inc.          Fee title to 650 Dresher Road,                14,545           August 22, 1996
                                     Horsham, PA

                                     87% Capital and 99% Profits Limited           25,679           August 22, 1996
                                     Partnership Interest in C/N Leedom
                                     Limited Partnership II

--------------------------------------------------------------------------------------------------------------------

                                            ASSETS CONTRIBUTED TO
                                           PARTNERSHIP BY CLASS A
                                             LIMITED PARTNER AS               NUMBER OF CLASS A
          NAME OF CLASS A                      INITIAL CAPITAL                 UNITS ISSUED IN          DATE OF
          LIMITED PARTNER                       CONTRIBUTION                      EXCHANGE           CONTRIBUTION
-----------------------------------  -----------------------------------    --------------------  ------------------
C/N Leedom II, Inc.                  2% Capital and 2% Profits General               590            August 22, 1996
                                     Partnership Interest in C/N Leedom
                                     Limited Partnership II

--------------------------------------------------------------------------------------------------------------------
TOTAL CLASS A UNITS ISSUED                                                       131,359            August 22, 1996

--------------------------------------------------------------------------------------------------------------------

                                      ASSETS CONTRIBUTED TO
                                     PARTNERSHIP AS CAPITAL                                       DATE OF
NAME OF PARTNER                           CONTRIBUTION              NUMBER OF GP UNITS          CONTRIBUTION
-------------------------------  -------------------------------  -----------------------  ------------------------
Brandywine Realty Trust          49% Capital and 97% Profits               533,333              August 22, 1996
                                 interest in Brandywine Realty
                                 Partners
--------------------------------------------------------------------------------------------------------------------
Brandywine Realty Trust          The SSI Ownership Interest (as            238,606              August 22, 1996
                                 defined in Brandywine Realty
                                 Trust's Proxy Statement for its
                                 August 22, 1996 Shareholders
                                 meeting)
--------------------------------------------------------------------------------------------------------------------
Brandywine Realty Trust          $1,000 cash and furniture,                     61              August 22, 1996
                                 fixtures and equipment
--------------------------------------------------------------------------------------------------------------------
Brandywine Realty Trust          Proceeds of Share issuance              1,606,060             December 2, 1996
--------------------------------------------------------------------------------------------------------------------
Brandywine Realty Trust          Proceeds of Share issuance              5,345,454             December 2, 1996
--------------------------------------------------------------------------------------------------------------------
Brandywine Realty Trust          Proceeds of Share issuance                600,000             December 13, 1996
--------------------------------------------------------------------------------------------------------------------
Brandywine Realty Trust          Proceeds of Share issuance              2,200,000             March 4, 1997
--------------------------------------------------------------------------------------------------------------------
Brandywine Realty Trust          Proceeds of Share issuance                175,500             March 17, 1997
--------------------------------------------------------------------------------------------------------------------
Brandywine Realty Trust          Proceeds of Share issuance             10,000,000             July 28, 1997
--------------------------------------------------------------------------------------------------------------------
Brandywine Realty Trust          Proceeds of Share issuance              1,500,000             August 20, 1997
--------------------------------------------------------------------------------------------------------------------
Brandywine Realty Trust          21% Capital and 1% Profits                 85,400             August 23, 1997
                                 interest in Brandywine Realty
                                 Partners
--------------------------------------------------------------------------------------------------------------------
Brandywine Realty Trust          Proceeds of Share issuance                786,840             September 16, 1997
--------------------------------------------------------------------------------------------------------------------

                                      ASSETS CONTRIBUTED TO
                                     PARTNERSHIP AS CAPITAL                                       DATE OF
NAME OF PARTNER                           CONTRIBUTION              NUMBER OF GP UNITS          CONTRIBUTION
-------------------------------  -------------------------------  -----------------------  ------------------------
Brandywine Realty Trust          Assignment of income, gain,            101,388               November 18, 1997
                                 profits, losses and cash flow
                                 from LibertyView Building

-------------------------------------------------------------------------------------------------------------------

                                                                                                                   PERCENTAGE OF
                                                                                           NAME OF LIMITED        CLASS A UNITS
                                                                                          PARTNERS ENTITLED       ISSUABLE UPON
                                          OUTSTANDING                                          TO RECEIVE         REALIZATION OF
 PROPERTY ENCUMBERED BY      VALUE IN      PRINCIPAL                           AMOUNT OF     CLASS A UNITS          DISCOUNT TO
   APPLICABLE MORTGAGE          BRT        BALANCE AS                         NET EQUITY   UPON REALIZATION        SUCH LIMITED
      INDEBTEDNESS            MERGER       OF 8/22/96     LENDER              IN PROPERTY      OF DISCOUNT            PARTNER
-------------------------   ------------  ------------  ---------             -----------  -----------------       --------------
7310 Tilghman Street         $2,782,000    $2,535,297   Pennsylvania State      $246,703   Safeguard Scientifics,       100%
                                                        Employees'                         Inc.
                                                        Retirement System

486 Thomas Jones Way (1)     $6,645,000    $6,435,156   First Union             $209,844   The Nichols Company          100%
468 Creamery Way (1)                                    National Bank

6575 Snowdrift Road          $3,000,000    $2,351,067   First Union             $648,933   The Nichols Company          100%
                                                        National Bank

(1) Both of these Properties secure a single loan. As of 8/22/96, the outstanding principal balance of this loan was $6,435,156.

                                                                                                         NUMBER OF
                                                                                     NAME OF           CLASS A UNITS
      NAME OF TITLE HOLDING                                                      PARTNER OWNING      ISSUABLE TO ACQUIRE
   PARTNERSHIP/PROPERTIES OWNED            AMOUNT OF RETAINED INTEREST          RETAINED INTEREST     RETAINED INTEREST
------------------------------------   -----------------------------------     -------------------   -------------------
C/N Oaklands Limited Partnership III   1% Profits and 11% Capital Interest     The Nichols Company          1,399
-486 Thomas Jones Way
-468 Creamery Way

Iron Run Limited Partnership V         1% Profits and 11% Capital Interest     The Nichols Company          4,326
-6575 Snowdrift Road

C/N Iron Run Limited Partnership III   1% Profits and 11% Capital Interest     The Nichols Company          2,976
-7248 Tilghman Street


C/N Leedom Limited Partnership II      1% Profits and 11% Capital Interest     Safeguard Scientifics,       3,246
-120 West Germantown Pike                                                      Inc.

C/N Oaklands Limited Partnership I     1% Profits and 11% Capital Interest     The Nichols Company          2,177
-456 Creamery Way

Newtech IV Limited Partnership         1% Profits and 11% Capital Interest     The Nichols Company          6,075
-18 Campus Boulevard

Newtech III Limited Partnership        1% Profits and 11% Capital Interest     The Nichols Company          1,744
-16 Campus Boulevard

LC/N Keith Valley Limited Partnership  1% Profits and 11% Capital Interest     The Nichols Company         6,067
-500 Enterprise Road

LC/N Horsham Limited Partnership       1% Profits and 11% Capital Interest     The Nichols Company        12,826
-One Progress Road

Nichols Lansdale Limited               1% Profits and 11% Capital Interest     The Nichols Company         3,486
  Partnership III
-1510 Gehman Road

TOTAL CLASS A UNITS                                                                                       44,322
                                                                                                          ------
                                                                                                          ------

Schedule I

Notice of Redemption

The undersigned Limited Partner hereby irrevocably requests Brandywine Operating Partnership, L.P., a Delaware limited partnership (the "Partnership") to redeem _______________ Partnership Units in the Partnership in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of the Partnership and the Redemption Right referred to therein; and the undersigned Limited Partnership irrevocably (i) surrenders such Partnership Units and all right, title and interest therein; and (ii) directs that the Cash Amount or GP Shares Amount (as determined by the General Partner) deliverable upon exercise of the Redemption Right be delivered to the address specified below, and if Common Shares are to be delivered, such Common Shares be registered or placed in the name(s) and at the address(es) specified below. The undersigned hereby represents, warrants, and certifies that the undersigned (a) has marketable and unencumbered title to such Partnership Units, free and clear of the rights or interests of any other person or entity; (b) has the full right, power, and authority to request such redemption and surrender such Partnership Units as provided herein; and
(c) has obtained the consent or approval of all persons or entities, if any, having the right to consent or approve such redemption and surrender of Units. The undersigned Limited Partner further agrees that, in the event that any state or local property tax is payable as a result of the transfer of its Partnership Units to the Partnership or the General Partner, the undersigned Limited Partner shall assume and pay such transfer tax.

Dated:___________________

Name of Limited Partner:     _______________________________
                                    Please Print

                             _______________________________
                             (Signature of Limited Partner)

                             _______________________________
                             (Street Address)

Signature Guaranteed by:

If Common Shares are to be issued, issue to:

Name: ________________________

Please insert social security number: __________________

AGREEMENT

This Agreement is entered into as of the 18th day of November, 1997 by and among Brandywine Realty Trust, a Maryland real estate investment trust ("BRT"), Brandywine Operating Partnership, L.P., a Delaware limited partnership ("BOP"), Brandywine Holdings, I, Inc., a Pennsylvania corporation ("BH I"), Brandywine Holdings II, Inc., a Pennsylvania corporation ("BH II"), Brandywine Holdings III, Inc., a Pennsylvania corporation ("BH III") and Brandywine Witmer, LLC, a Pennsylvania limited liability company ("BRT Witmer").

Background

The parties are entering into this Agreement in order to effect the following: (i) the assignment by BH I of its entire partnership interest (the "Witmer Interest") interest in Witmer Operating Partnership I, L.P., a Delaware limited partnership, to BRT Witmer and the assumption by BRT Witmer of all liabilities of BH I; (ii) the assignment by BH II of its entire partnership interest (the "C/N Interest") in C/N Oaklands Limited Partnership III, a Pennsylvania limited Partnership ("C/N"), to BRT and the contribution by BRT of the C/N Interest to BOP in exchange for certain modifications to the Agreement of Limited Partnership of BOP (the "Partnership Agreement");
(iii) the assignment by BH III of its entire partnership interest (the "Iron Run Interest") in Iron Run Limited Partnership V, a Pennsylvania limited Partnership ("Iron Run"), to BRT and the contribution by BRT of the Iron Run Interest to BOP; (iv) the assignment by BRT of its rights to all income, gain, profits, losses and cash flow from the LibertyView Building ("LibertyView") to BOP in exchange for the issuance to BRT of 101,388 units of general partnership interest ("GP Units") in BOP.

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

1. BH I hereby sells, assigns and transfers the Witmer Interest to BRT Witmer, and BRT Witmer hereby assumes all liabilities of BH I accrued through the date hereof.

2. BH II hereby sells, assigns and transfers all of its assets, whether tangible or intangible, to BRT, including without limitation, the C/N Interest, and BRT hereby assumes any and all liabilities of BH II.

3. BH III hereby sells, assigns and transfers all of its assets, whether tangible or intangible, to BRT, including without limitation, the Iron Run Interest, and BRT hereby assumes any and all liabilities of BH III.

4. BRT hereby contributes to the capital of BOP the C/N Interest and the Iron Run Interest and, in consideration for such contribution, the partners of BOP have, concurrently with the execution and delivery of this Agreement, agreed to amendments to the Partnership

Agreement that eliminate the provisions in clause (ii) of Section 6.9 and in clause (ii) of Section 7.5 of the Partnership Agreement providing for special distributions and special allocations, respectively, on account of the ownership by BH II and BH III of the C/N Interest and the Iron Run Interest. The agreements of limited partnership of each of C/N and Iron Run will be amended to reflect the admission of BOP as the new general partner in each of C/N and Iron Run.

5. BRT hereby assigns to BOP, as a capital contribution, its rights to all income, gain, profits, losses and cash flow from LibertyView in exchange for the issuance by BOP to BRT of 101,388 GP Units.

6. The parties acknowledge that BRT intends to cause each of BH II and BH III, which are wholly-owned subsidiaries of BRT, to liquidate and dissolve following the execution and delivery of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.

BRANDYWINE REALTY TRUST

By:     /s/ Gerard H. Sweeney
        ------------------------------------------
Title:  President and Chief Executive Officer

BRANDYWINE OPERATING
PARTNERSHIP, L.P.

By: BRANDYWINE REALTY TRUST, as
general partner

By:   /s/ Gerard H. Sweeney
      ---------------------------------------
     Name:
     Title:    President and Chief Executive
               Officer

BRANDYWINE HOLDINGS I, INC.

By:   /s/ Gerard H. Sweeney
     ---------------------------------------------
     Name:
     Title:    President and Chief Executive
               Officer

[EXECUTIONS CONTINUED]

BRANDYWINE HOLDINGS II, INC.

By:   /s/ Gerard H. Sweeney
     ---------------------------------------------
     Name:
     Title:    President and Chief Executive
               Officer

BRANDYWINE HOLDINGS III, INC.

By:   /s/ Gerard H. Sweeney
     ---------------------------------------------
     Name:
     Title:    President and Chief Executive
               Officer

BRANDYWINE WITMER, LLC

By: Brandywine Operating Partnership. L.P., its
sole member, By Brandywine Realty Trust, its
general partner

By:   /s/ Gerard H. Sweeney
     ---------------------------------------------
     Name:
     Title:    President and Chief Executive
               Officer

PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Agreement") is entered into as of December 4, 1997, by and between BRANDYWINE REALTY TRUST, a Maryland real estate investment trust ("Purchaser"), and TCW REALTY FUND IV PENNSYLVANIA TRUST, a Pennsylvania business trust ("Seller").

Seller agrees to sell, assign and convey to Purchaser, and Purchaser agrees to purchase from Seller, all of Seller's right, title and interest in and to the following:

(a) That certain real property located at 111-121 Presidential Boulevard, Lower Merion Township, County of Montgomery, Commonwealth of Pennsylvania, more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the "Land"), together with any improvements located thereon (the "Improvements");

(b) All of Seller's interest as lessor in all leases covering the Land and Improvements (said leases, together with any and all amendments, modifications or supplements thereto, are hereinafter referred to collectively as the "Leases" and are identified on the Schedule of Leases attached hereto as Exhibit B);

(c) All rights, privileges, easements and appurtenances to the Land and the Improvements, if any, including, without limitation, all of Seller's right, title and interest, if any, in and to all mineral and water rights and all easements, rights-of-way and other appurtenances used or connected with the beneficial use or enjoyment of the Land and the Improvements (the Land, the Improvements and all such easements and appurtenances (including, without limitation, Seller's interest as lessor under the Leases) are sometimes collectively hereinafter referred to as the "Real Property");

(d) All personal property and fixtures (if any) owned by Seller and located on the Real Property (the "Personal Property"); and

(e) All non-exclusive trademarks and trade names (if any) used or useful in connection with the Real Property, but only to the extent that the same are not trademarks or trade names of Seller or any of Seller's affiliated companies (collectively, the "Trade Names"), together with Seller's interest (if any) in and to any service contracts, guarantees, licenses, approvals, certificates, permits and warranties relating to the

Property, to the extent assignable (collectively, the "Intangible Property"). (The Real Property, the Personal Property, the Trade Names and the Intangible Property are sometimes collectively hereinafter referred to as the "Property").

The purchase price for the Property is Twenty-Six Million Seven Hundred Fifty Thousand and no/100s Dollars ($26,750,00.00) (the "Purchase Price") and shall be paid to Seller by Purchaser at the Closing (as that term is defined in Section 14 below) as follows:

(a) Within one (1) business day after execution of this Agreement by all parties, Purchaser shall deposit in escrow with Commonwealth Land Title Insurance Company ("Escrow Company") an initial earnest money deposit in immediately available funds in the amount of Five Hundred Thousand and no/100s Dollars ($500,000.00) (the "Initial Deposit").

(b) On the same day as the expiration of the Due Diligence Period (as defined in Section 5(a) below), Purchaser shall deposit in escrow with Escrow Company an additional earnest money deposit in immediately available funds in the amount of Five Hundred Thousand and no/100s Dollars ($500,000.00) (the "Additional Deposit"). The Initial Deposit and the Additional Deposit are sometimes hereinafter collectively referred to as the "Deposit." The Deposit paid by Purchaser pursuant to the terms hereof shall be held by Escrow Company in an interest bearing account insured by the federal government in an institution as directed by Purchaser and reasonably acceptable to Seller. If the purchase and sale of the Property is consummated as contemplated hereunder, the Deposit plus all interest accrued thereon shall be paid to Seller and credited against the Purchase Price. If the purchase and sale of the Property is not consummated because of the failure of any Purchaser's Condition Precedent (as defined in
Section 9 below) or any other reason except for a default under this Agreement on the part of Purchaser, the Deposit plus all interest accrued thereon shall be immediately refunded to Purchaser. If the purchase and sale of the Property is not consummated because of a default under this Agreement on the part of Purchaser, the Deposit plus all interest accrued thereon shall be paid to and retained by Seller pursuant to Section 17(b) below.

(b) The balance of the Purchase Price over and above the amounts paid by or credited to Purchaser pursuant to Sections 3(a) and (b) above shall be paid to Seller by wire transfer of immediately available funds at the Closing, plus or minus all prorations as provided herein.

(a) Seller ordered from Commonwealth Land Title Insurance Company ("Title Company") a title commitment pertaining to the Real Property (the "Commitment"), together with copies of all documents relating to the title exceptions referred to in such Commitment. The Commitment, together with copies of all documents relating to the title exceptions referred to in such Commitment, has been delivered to Purchaser.

(b) In the event that Purchaser elects to do so, Purchaser may obtain an updated survey of the Real Property (the "Survey") prior to the Closing. A copy of such Survey shall be promptly delivered to Seller and Title Company. The Survey shall be sufficient to enable Title Company to update the Commitment to: (i) delete the standard survey exception, (ii) add any new title exceptions which are revealed by said Survey and an inspection of the Real Property, and (iii) enable Title Company at the Closing to issue an owner's policy of title insurance (with mechanic's lien coverage), and shall be certified to Seller, Purchaser and Title Company. The Survey shall be at Purchaser's sole cost and expense.

(c) As soon as possible after the execution of this Agreement, Purchaser shall confer with the Title Company and attempt to resolve title matters which Purchaser might otherwise disapprove. No later than three
(3) days prior to the expiration of the Due Diligence Period, Purchaser shall notify Seller ("Purchaser's Disapproval Notice") in writing of any title exceptions identified in the Commitment which Purchaser reasonably disapproves. Any exception not disapproved in writing no later than three
(3) days prior to the expiration of the Due Diligence Period shall be deemed approved by Purchaser, and shall constitute a "Permitted Exception" hereunder. Purchaser and Seller agree that (i) all non-delinquent property taxes and assessments, (ii) the rights of the tenants under the Leases,
(iii) all conditions, covenants, restrictions and easements of record which do not unreasonably interfere with the current use of the Property, and
(iv) all matters created by or on behalf of Purchaser, including, without limitation, any documents or instruments to be recorded as part of any financing for the acquisition of the Property by Purchaser, shall constitute "Permitted Exceptions." Within four (4) days after receipt of Purchaser's Disapproval Notice, Seller shall notify Purchaser in writing of any disapproved title exceptions which Seller is unable or unwilling to cause to be removed or insured against prior to or at Closing and, with respect to such exceptions, Purchaser then shall elect, by giving written notice to Seller and Escrow Company within two (2) business days thereafter, (x) to terminate this Agreement, or (y) to waive its disapproval of such exceptions, in which case such exceptions shall then be deemed to be Permitted Exceptions. Purchaser's failure to give such notice shall be deemed an election to waive the disapproval of any such exception. If Purchaser elects to terminate this Agreement in accordance with clause
(x) above, the Deposit, plus all interest accrued thereon, shall be immediately refunded to Purchaser; provided, however, that Purchaser and Seller each

shall be responsible for one-half of any title or escrow cancellation fees ("Cancellation Fees").

(a) As used in this Agreement, the term "Due Diligence Period" shall mean the period from the date hereof until 5:00 p.m. Los Angeles time on December 4, 1997. During the Due Diligence Period, and with reasonable advance notice to Seller, Purchaser, its agents and representatives shall be entitled to enter onto the Real Property during reasonable business hours (subject to the rights of tenants in possession) to review the tenant files, perform inspections and tests of the Property and the structural and mechanical systems within any Improvements; provided, however, that in no event shall (i) such inspections or tests disrupt or disturb the on-going operation of the Property or the rights of the tenants at the Property, or
(ii) Purchaser or its agents or representatives drill or bore on or through the surface of the Property without Seller's prior written consent, which consent may be given or withheld in Seller's sole and absolute discretion. After making such tests and inspections, Purchaser agrees to promptly restore the Property to its condition prior to such tests and inspections (which obligation shall survive the Closing or any termination of this Agreement). Prior to Purchaser entering the Property to conduct the inspections and tests described above, Purchaser shall obtain and maintain, and shall cause each of its contractors and agents to maintain (and shall deliver to Seller evidence thereof), at Purchaser's sole cost and expense, general liability insurance, from an insurer reasonably acceptable to Seller, in the amount of One Million Dollars ($1,000,000) combined single limit for personal injury and property damage per occurrence, such policies to name Seller as an additional insured party, which insurance shall provide coverage against any claim for personal liability or property damage caused by Purchaser or its agents, employees or contractors in connection with such inspections and tests. Purchaser agrees to promptly deliver to Seller copies of all reports, studies and results of tests and investigations obtained or conducted by Purchaser with respect to the Property.

(b) Purchaser agrees to keep the Property free from all liens and to indemnify, defend, and hold harmless Seller, and Seller's officers, directors, shareholders, beneficiaries, members, partners, agents, employees and attorneys, and their respective successors and assigns, from and against all claims, actions, losses, liabilities, damages, costs and expenses (including, but not limited to, attorneys' fees and costs) incurred, suffered by, or claimed against Seller by reason of any damage to the Property or injury to persons caused by Purchaser and/or its agents, employees or contractors in exercising its rights under this Section 5. This indemnity shall survive the Closing or any termination of this Agreement.

(c) Seller shall deliver within three (3) days after execution of this Agreement (or has previously delivered) to Purchaser copies of the documents listed in Exhibit C relating to the Property (to the extent the same are in Seller's possession or control),

subject to the confidentiality provisions of this Agreement, and the terms of an Acknowledgment and Disclaimer in the form attached hereto as Annex 1, which Purchaser shall execute and deliver to Seller together with Purchaser's executed copy of this Agreement. Purchaser acknowledges and agrees that the foregoing deliveries will be made by Seller to accommodate and facilitate Purchaser's investigations relating to the Property, and that, except as expressly set forth herein, Seller makes no representations or warranties of any kind regarding the accuracy or thoroughness of the information contained in the materials delivered to Purchaser.

(d) During the Due Diligence Period and with reasonable advance notice to Seller, Purchaser, its agents and representatives shall be entitled to inspect, during Seller's regular business hours, any other material documents relating to the Property (if any) in Seller's possession (provided, however, that, except as expressly set forth herein, Seller makes no representations or warranties of any kind regarding the accuracy or thoroughness of the information contained in such documents), excluding, however, Seller's internal appraisals and economic evaluations of the Property and reports regarding the Property prepared by Seller, Trust Company of the West, Westmark Realty Advisors L.L.C. and/or TCW Realty Advisors solely for internal use or for the information of the investors in Seller.

(e) Purchaser may at any time during the Due Diligence Period terminate this Agreement in its sole and absolute discretion, by sending to Seller and Escrow Company written notice indicating Purchaser's election to so terminate the Agreement. If Purchaser terminates this Agreement during the Due Diligence Period, the Deposit, plus all interest accrued thereon, shall be immediately refunded to Purchaser; provided, however, that Purchaser and Seller each shall be responsible for one-half of any Cancellation Fees. Purchaser's failure to terminate this Agreement prior to the expiration of the Due Diligence Period in accordance with the provisions of this Section 5 shall be deemed approval of the Property and the matters covered by Purchaser's investigations and inspections thereof and the only remaining contingencies to Purchaser's obligation to consummate the transaction contemplated herein shall be Purchaser's Conditions Precedent as set forth in Section 9(a) below.

Seller represents and warrants to Purchaser that the following matters are true and correct as of the execution of this Agreement and will also be true and correct as of the Closing:

(a) Seller is a business trust, duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania.

(b) This Agreement is, and all the documents executed by Seller which are to be delivered to Purchaser at the Closing will be, duly authorized, executed, and delivered

by Seller, and is and will be legal, valid, and binding obligations of Seller enforceable against Seller in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the right of contracting parties generally), and does not and will not violate any provisions of any agreement to which Seller is a party or to which it is subject.

(c) Except as set forth in the materials delivered to Purchaser pursuant to Section 5 above or as otherwise disclosed in writing by Seller to Purchaser prior to the end of the Due Diligence Period, to Seller's actual knowledge, there are no pending legal proceedings or administrative actions of any kind or character adversely affecting the Property or Seller's interest therein.

(d) Except as set forth in the materials delivered to Purchaser pursuant to Section 5 above, or as otherwise disclosed in writing by Seller to Purchaser prior to the end of the Due Diligence Period, Seller has received no written notice from any city, county, state or other government authority of any violation of any statute, ordinance, regulation, or administrative or judicial order or holding, whether or not appearing in public records, with respect to the Property, which violation has not been corrected.

(e) Except as set forth in the materials delivered to Purchaser pursuant to Section 5 above, or as otherwise disclosed in writing by Seller to Purchaser prior to the end of the Due Diligence Period, Seller has received no written notice from any city, county, state or other government authority (i) of any order or directive requiring any work of repair, maintenance or improvement be performed on the Property, or (ii) relating to defects in the Improvements or relating to noncompliance with any applicable building code or restriction that has not been corrected, or relating to any threat of impending condemnation.

(f) Except as set forth in the materials delivered to Purchaser pursuant to Section 5 above, or as otherwise disclosed in writing by Seller to Purchaser prior to the end of the Due Diligence Period, Seller has received no written notice that (i) the Property is in violation of any federal, state and local laws, ordinances and regulations applicable to the Property with respect to hazardous or toxic substances or industrial hygiene (collectively, "Environmental Laws"), which violation has not been corrected, or (ii) past or current tenants of all or any portion of the Property have owned, used, generated, manufactured, stored, handled, released or disposed of any hazardous or toxic substances on the Property in violation of applicable Environmental Laws. Notwithstanding the foregoing representations and warranties, the acts, if any, of Seller's past or current tenants shall not be imputed to Seller.

(g) To Seller's actual knowledge, and except as set forth in the tenant estoppel certificates delivered to Purchaser pursuant to Section 9(a) below or as otherwise

specifically disclosed in writing to Purchaser prior to the end of the Due Diligence Period, (i) the Leases are in full force and effect and have not been modified, and (ii) there is no current default in the performance of the obligations of any party under the Leases. Except as disclosed in the Commitment, there are no outstanding assignments by Seller of Seller's interest in the Leases. To Seller's actual knowledge, there are no other leases, service contracts, maintenance agreements or other agreements with respect to the Property other than those delivered to Purchaser pursuant to
Section 5 hereof.

(h) Exhibit K attached hereto is a complete list of all existing service, equipment, supply, maintenance and management contracts (including the current property management agreement and exclusive brokerage or leasing agreements, which agreements shall be terminated as of the Closing) with respect to or affecting the Property. Unless otherwise directed by Purchaser in writing prior to the expiration of the Due Diligence Period all such other contracts shall not be terminated by the Seller as of the Closing.

(i) There is no condemnation or eminent domain proceeding pending with regard to any part of the Property. Seller has received no written notice from any city, county, state or other government authority relating to any threat of impending condemnation.

(j) To Seller's actual knowledge, all documentary information required to be delivered by Seller to Purchaser under this Agreement shall be true and complete copies of the documents required to be delivered.

(k) There are no employees of Selling working at the Property. Trammel Crow manages the Property pursuant to an agreement with the Seller which shall be terminated as of the Closing.

(l) Seller has not granted any person a right of first refusal, right of first offer, option to purchase or other purchase right with respect to any of the Property.

(m) Except as set forth in Exhibit L attached hereto or as otherwise disclosed in writing by Seller to Purchaser prior to the end of the Due Diligence Period, to Seller's actual knowledge, there are no leasing commissions, fees or other compensation payable to any broker, leasing agent or other similar third party with respect to any of the Leases (other than those that may become due and payable upon the exercise of any option, extension or renewal of any of the tenants under the Leases, which commissions, fees or other compensation, to the extent of Seller's actual knowledge thereof, are also disclosed on Exhibit L). Except as set forth in Exhibit L attached hereto or as otherwise disclosed in writing by Seller to Purchaser prior to the end of the Due Diligence Period, to Seller's actual knowledge, there are no outstanding tenant improvement costs or allowances which the landlord is responsible for with respect to any of the Leases.

(n) To Seller's actual knowledge, the rent roll attached hereto as Exhibit M is true, correct and complete in all material respects. The rent roll which Seller shall deliver to Purchaser at the Closing shall, to Seller's actual knowledge, be true, correct and complete in all material respects.

As used in this Agreement, the phrase "to Seller's actual knowledge" or words of similar import shall mean the actual (and not constructive or imputed) knowledge, without independent investigation or inquiry, of Joseph Markling and Pamela Muller (and Seller represents that Joseph Markling is the individual with primary responsibility for the sale of the Property, and that Pamela Muller is the individual with the primary responsibility for overseeing the management and operation of the Property). The express representations and warranties made in this Agreement shall not merge into any instrument or conveyance delivered at the Closing; provided, however, that any action, suit or proceeding with respect to the truth, accuracy or completeness of such representations and warranties shall be commenced and served, if at all, on or before the date which is six (6) months after the date of the Closing and, if not commenced and served on or before such date, thereafter shall be void and of no force or effect. Seller shall have no liability with respect to any of the foregoing representations and warranties if, prior to the Closing, Purchaser actually discovers or otherwise learns of information (from whatever source, including, without limitation, the tenant estoppel certificates delivered pursuant to Section 9(a) below, as a result of Purchaser's due diligence tests, investigations and inspections of the Property, or disclosure by Seller or Seller's agents and employees) that contradicts any of the foregoing representations and warranties, or renders any of the foregoing representations and warranties untrue or incorrect, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. Purchaser shall be deemed to have actually discovered or otherwise learned information which was (i) disclosed in writing to Purchaser by Seller or Seller's agents and employees, (ii) contained within the tenant estoppel certificates delivered pursuant to Section 9(a) below, (iii) obtained by Purchaser as a result of Purchaser's due diligence tests, investigations and inspections of the Property, and/or (iv) delivered to Purchaser pursuant to Section 5.

(a) Purchaser is a real estate investment trust, duly formed, validly existing and in good standing under the laws of the State of Maryland.

(b) This Agreement is, and all the documents executed by Purchaser which are to be delivered to Seller at the Closing will be, duly authorized, executed, and delivered by Purchaser, and is and will be legal, valid, and binding obligations of Purchaser enforceable against Purchaser in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the right of contracting parties generally), and does not and will not violate any provisions of any agreement to which Purchaser is a party or to which it is subject.

(c) That (i) prior to the Closing, Purchaser will have had the opportunity to investigate all physical and economic aspects of the Property and to make all inspections and investigations of the Property which Purchaser deems necessary or desirable to protect its interests in acquiring the Property, including, without limitation, review of the Leases (and the rights of the tenants thereunder), building permits, certificates of occupancy, environmental audits and assessments, toxic reports, surveys, investigation of land use and development rights, development restrictions and conditions that are or may be imposed by governmental agencies, agreements with associations affecting or concerning the Property, the condition of title, soils and geological reports, engineering and structural tests, insurance contracts, contracts for work in progress, marketing studies, cost-to-complete studies, governmental agreements and approvals, architectural plans and site plans, and (ii) except as otherwise expressly set forth in this Agreement, neither Seller, nor anyone acting for or on behalf of Seller, has made any representation, warranty, promise or statement, express or implied, to Purchaser, or to anyone acting for or on behalf of Purchaser, concerning the Property or the condition, use or development thereof. Purchaser further represents and warrants that, in entering into this Agreement, Purchaser has not relied on any representation, warranty, promise or statement, express or implied, of Seller, or anyone acting for or on behalf of Seller, other than as expressly set forth in this Agreement, and that all matters concerning the Property have been or shall be independently verified by Purchaser prior to the Closing, and that Purchaser shall purchase the Property on Purchaser's own prior investigation and examination of the Property (or Purchaser's election not to do so); AND THAT, AS A MATERIAL INDUCEMENT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY

SELLER, PURCHASER IS PURCHASING THE PROPERTY IN AN "AS IS" PHYSICAL CONDITION AND IN AN "AS IS" STATE OF REPAIR, WITH ALL FAULTS. Except as may be set forth in this Agreement, Purchaser waives, and Seller disclaims, all warranties of any type or kind whatsoever with respect to the Property, whether express or implied, including, by way of description but not limitation, those of fitness for a particular purpose and use. Notwithstanding anything to the contrary herein, Purchaser and Seller acknowledge that any written disclosures made by Seller prior to the Closing shall constitute notice to Purchaser of the matter disclosed, and Seller shall have no further liability thereafter if Purchaser thereafter consummates the transaction contemplated hereby.

(d) Neither Purchaser nor Brandywine Operating Partnership, L.P. ("BOP"), is an employee benefit plan (a "Plan") subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), nor a person or entity acting, directly or indirectly, on behalf of any Plan or using the assets of any Plan to acquire the Property, Purchaser and BOP are not a "party in interest" (as that term is defined in Section 3(14) of ERISA) with respect to any Plan that is an investor in Seller (as identified in Exhibit D attached to this Agreement), and Purchaser's or BOP's acquisition of the Property will not constitute or result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

(e) It is expressly acknowledged by Purchaser that no financing for this transaction shall be provided by Seller.

Except as required by law, Purchaser agrees that it shall keep confidential the information contained in the materials delivered or provided for inspection by Seller pursuant to Section 5 above and shall not disclose such information to any third parties, except that Purchaser shall have the right to provide such information to its lenders, consultants, attorneys and prospective investors in connection with Purchaser's acquisition of the Property (provided that Purchaser shall instruct the aforesaid parties to maintain the confidentiality of such information). If the transaction contemplated by this Agreement is not consummated for any reason, Purchaser promptly shall return to Seller, and instruct its representatives, consultants, attorneys, and prospective investors to return to Seller, all copies and originals of information and materials previously provided for inspection by Seller to Purchaser. The provisions of this Section 8 shall survive any termination of this Agreement. This Section 8 shall cease to apply to

Purchaser upon the Closing of the purchase and sale contemplated by this Agreement.

(a) The following shall be conditions precedent to Purchaser's obligation to consummate the purchase and sale transaction contemplated herein (the "Purchaser's Conditions Precedent"):

(i) Purchaser shall not have terminated this Agreement in accordance with Section 4, Section 5, Section 16(a) or Section 16(b) of this Agreement within the time periods described in said Sections.

(ii) Title Company shall stand ready to issue, at the Closing, an owner's policy of title insurance on the standard owner's form issued in the Commonwealth of Pennsylvania (the "Title Policy"), insuring Purchaser's interest in the Real Property, dated the day of the Closing, with liability in the amount of the Purchase Price, subject only to the standard exclusions from coverage and the Permitted Exceptions.

(iii) Purchaser shall have received and reasonably approved, prior to the Closing, executed estoppel certificates substantially in the form of Exhibit C hereto from tenants occupying at least eighty percent (80%) of the leasable space in the Improvements which is leased as of the date of this Agreement, provided, however, that if the form of estoppel certificate attached hereto as Exhibit C requests information in addition to or different than that required to be given pursuant to a tenant's Lease, this condition will be satisfied for such tenant(s) if such tenant(s) executes an estoppel certificate in the form required pursuant to its Lease. If any of the executed estoppel certificates including, without limitation, those used to satisfy the percentage requirement set forth in the preceding sentence, contains new information which is adverse to Purchaser and which information was not previously disclosed to Purchaser or delivered to Purchaser pursuant to Section 5 above, Purchaser shall have the right to terminate this Agreement and the Deposit, plus all interest accrued thereon, shall be immediately refunded to Purchaser. If Seller is unable to obtain an estoppel certificate from any tenant, then, in lieu thereof, Seller shall provide to Purchaser a certificate pertaining to that tenant covering the same matters that would have been set forth in the

tenant's estoppel certificate (and if, after the Closing, Seller delivers to Purchaser a tenant estoppel certificate from a tenant for whom Seller executed a Seller's certification at the Closing, then Seller thereafter shall be released from said certification). Subject to the preceding sentence, Seller's liability in connection with any Seller's certificate shall not merge into any instrument or conveyance delivered at the Closing; provided, however, that any action, suit or proceeding with respect to the truth, accuracy or completeness of such certificate shall be commenced and served, if at all, on or before the date which is six months (6) months after the date of the Closing and, if not commenced and served on or before such date, thereafter shall be void and of no force or effect.

(iv) There shall be no material breach of any of Seller's representations, warranties or covenants set forth in Section 6 and
Section 10, as of the Closing.

(v) Seller shall have delivered to the Escrow Company the items described in Section 11.

The conditions set forth in this Section 9(a) are solely for the benefit of Purchaser and may be waived only by Purchaser. Purchaser shall, at all times prior to the termination of this Agreement, have the right to waive any of these conditions.

(b) The following shall be conditions precedent to Seller's obligation to consummate the purchase and sale transaction contemplated herein (the "Seller's Conditions Precedent"):

(i) Purchaser shall not have terminated this Agreement in accordance with Section 4, Section 5, Section 16(a) or Section 16(b) of this Agreement within the time periods described in said Sections.

(ii) Purchaser shall have delivered to Escrow Company, prior to the Closing, for disbursement as directed hereunder, all cash or other immediately available funds due from Purchaser in accordance with this Agreement.

(iii) There shall be no material breach of any of Purchaser's representations, warranties or covenants set forth in Section 5 and
Section 7, as of the Closing.

(iv) Purchaser shall have delivered to Escrow Company the items described in Section 12.

(v) On or before five (5) business days after the execution of this Agreement, Seller shall have obtained final approval of the transaction contemplated by this Agreement from Seller's Investment Committee. If Seller notifies Purchaser in writing that it has not received said approval or if Seller fails to notify Purchaser of said approval, this Agreement shall be null and void and the parties shall have no further obligations or liabilities hereunder except that (i) any money or documents in escrow shall be returned to the party depositing the same and (ii) Seller shall be responsible for any Cancellation Fees and Purchaser's obligation to restore the Property under Section 5(a), Purchaser's indemnification obligations under
Section 5(b), and Purchaser's confidentiality obligations under
Section 8 shall survive such termination.

(vi) Seller shall have received a fully executed letter in the form attached hereto as Exhibit D from the broker(s) identified in
Section 18 below.

The conditions set forth in this Section 9(b) are solely for the benefit of Seller and may be waived only by Seller. Seller shall, at all times prior to the termination of this Agreement, have the right to waive any of these conditions.

Seller covenants with Purchaser, as follows:

(a) After the date hereof and prior to the Closing, no part of the Property, or any interest therein, will be sold, encumbered or otherwise transferred without Purchaser's consent.

(b) After the date hereof and prior to the Closing, Seller shall not enter into any new Leases, or amend, modify or extend any existing Leases, in any case without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed). If Purchaser consents to any such new Lease, or to the amendment, modification or extension of any existing Lease, Purchaser shall be solely responsible for the payment of all leasing commissions in connection therewith and any tenant improvement costs or allowance, move-in allowance and any other payment to the tenant thereunder (whether coming due prior to the Closing

(if the transaction contemplated by this Agreement closes, in which case any such amount shall be payable to Seller at the Closing), or coming due after the Closing). The preceding sentence shall not apply in the event that the transaction contemplated by this Agreement is not consummated. Purchaser and Seller agree to allocation of responsibility for the leasing commissions and the tenant improvement costs or allowances as summarized on Exhibit L; provided, however, the transaction contemplated by this Agreement is consummated.

(c) Until the Closing, Seller shall keep the Property insured against fire, vandalism and other loss, damage and destruction, provided, however, that Seller's insurance policies shall not be assigned to Purchaser at the Closing, and Purchaser shall be obligated to obtain its own insurance coverage from and after the Closing.

(d) Until the Closing, Seller shall operate and maintain the Property in the manner being operated and maintained on the date of this Agreement.

(e) Except as otherwise agreed or provided herein, Seller shall be responsible for the payment of contractors, subcontractors or materialmen retained by Seller to perform work or provide services or materials relating to the period prior to the Closing.

At least one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Company the following:

(a) A Special Warranty Deed executed by Seller, in the form of Exhibit E attached hereto, conveying the Real Property to Purchaser free and clear of all claims, liens and encumbrances except the Permitted Exceptions and matters arising by or through Purchaser (the "Special Warranty Deed").

(b) A Bill of Sale executed by Seller, in the form of Exhibit F attached hereto, conveying to the Purchaser title to the Personal Property, if any (the "Bill of Sale").

(c) An affidavit in the form of Exhibit G attached hereto, certifying that Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code (the "Certificate of Non-Foreign Status").

(d) A General Assignment executed by Seller, in the form of Exhibit H attached hereto, assigning to Purchaser the approved service contracts and any warranties, guaranties and indemnities relating to the Property, to the extent that such items are assignable (the "General Assignment").

(e) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller's interest under the Leases (the "Assignment of Leases").

(f) Any other documents, instruments or agreements reasonably necessary to effectuate the transaction contemplated by this Agreement.

At least one (1) business day prior to the Closing, Purchaser shall deliver to Escrow Company:

(a) The balance of the Purchase Price, together with such other sums as Escrow Company shall require to pay Purchaser's share of the Closing costs, prorations, reimbursements and adjustments as set forth in Sections 13 and 15 herein, in immediately available funds.

(b) An executed counterpart of the General Assignment and the Assignment of Leases, whereby Purchaser shall assume the obligations relating to the matters set forth in such documents.

(c) Any other documents, instruments or agreements reasonably necessary to effectuate the transaction contemplated by this Agreement.

(a) The following shall be prorated and adjusted between Seller and Purchaser as of the day of the Closing, except as otherwise specified:

(i) General real estate, personal property and ad valorem taxes and assessments, and any improvement or other bonds encumbering the Property, for the current tax year for the Property.

(ii) Utility charges, if any, and such other items that are customarily prorated in transactions of this nature shall be ratably prorated.

(iii) Rent and other charges under the Leases (other than Delinquent Rents (as hereinafter defined)). Rents and other charges under the Leases which are 30 days or more past due as of the Closing ("Delinquent Rents") shall not be prorated, and rents and other amounts received by Purchaser or Seller after the Closing from a tenant owing such Delinquent Rents shall be applied (A) first, to Purchaser's actual out-of-pocket costs of collection incurred with respect to such tenant; (B) second, to rents due from such tenant for the month in which such payment is received by Purchaser; (C) third, to rents attributable to any period after the Closing which are past due on the date of receipt; (D) fourth, to Delinquent Rents as of the Closing (and Purchaser promptly shall remit such amounts to Seller); and (E) finally, to Seller's costs of collection incurred with respect to such tenant prior to the Closing. Purchaser agrees that it shall use commercially reasonable efforts to collect any such Delinquent Rents (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing Delinquent Rents). Seller may pursue a tenant after the Closing for collection of Delinquent Rents but Seller shall not have the right to institute any action for unlawful detainer or eviction or termination of the Lease against such tenant.

(iv) The amount of all unapplied security deposits under the Leases shall be credited to Purchaser; provided, however, that if any tenant security deposit is in the form of a letter of credit, promissory note or similar instrument, Seller shall use its best efforts to cause such letter of credit, promissory note or other instrument to be assigned and transferred to Purchaser no later than sixty (60) days after the Closing, and there shall be no credit against the Purchase Price at the Closing with respect to any such tenant security deposit.

(b) For purposes of calculating prorations, Purchaser shall be deemed to be in title to the Property, and, therefore, entitled to the income therefrom and responsible for the expenses thereof for the entire day upon which the Closing occurs. All such prorations shall be made on the basis of the actual number of days of the month which shall have elapsed as of the day of the Closing and based upon the actual number of days in the month and a three hundred sixty-five (365) day year.

(c) The amount of such prorations shall be initially performed by Seller and Purchaser at Closing but shall be subject to adjustment in cash after the Closing outside of escrow as and when complete and accurate information becomes available, if such information is not available at the Closing. Seller and Purchaser agree to cooperate and use their best efforts to make such adjustments no later than sixty (60) days after the Closing (except with respect to property taxes, which shall be adjusted within sixty (60) days after the tax bills for the applicable period are received). Without limiting the generality of the foregoing, Seller and Purchaser agree that:

(i) with respect to any year-end reconciliations of reimbursable expenses under the Leases, Seller and Purchaser shall cooperate to complete such reconciliations as soon as possible after the Closing, with Seller responsible for amounts owing to tenants under the Leases, and entitled to amounts payable by tenants under the Leases (as the case may be), with respect to periods prior to the Closing, and with Purchaser responsible for amounts owing to tenants under the Leases, and entitled to amounts payable by tenants under the Leases (as the case may be), with respect to periods from and after the Closing (and, with respect to any such amounts payable to Seller, Purchaser agrees that it shall use commercially reasonable efforts to collect such amounts, provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing any such amounts);

(ii) with respect to any property tax appeals or reassessments filed by Seller for tax years prior to the year in which the Closing occurs, Seller shall be entitled to the full amount of any refund or rebate resulting therefrom (subject to any requirement under the Leases to pay to the tenants thereunder a share of any such refund or rebate, which shall be Seller's sole obligation), and with respect to any property tax appeals or reassessments filed by Seller for the tax year in which the Closing occurs, Seller and Purchaser shall share the amount of any rebate or refund resulting therefrom (after first paying to Seller all costs and expenses incurred by Seller in pursuing such appeal or reassessment) in proportion to their respective periods of ownership of the Property for such tax year (with Seller and Purchaser each obligated for any amount of such refund or rebate required to be paid to the tenants under the Leases for its respective period of ownership of the Property for such tax year); and

(iii) in no event will there be any proration of insurance premiums under Seller's existing policies of insurance relating to the Property, and Purchaser acknowledges and agrees that none of Seller's insurance policies (or any proceeds payable thereunder, except as expressly provided for in Section 16 below) will be assigned to Purchaser at the Closing, and Purchaser shall be solely obligated to obtain any and all insurance that it deems necessary or desirable.

(d) Except as set forth in this Section 13, all items of income and expense which accrue for the period prior to the Closing will be for the account of Seller and all items of income and expense which accrue for the period on and after the Closing will be for the account of Purchaser. The provisions of this Section 13 shall survive the Closing.

14. CLOSING.

Notwithstanding anything to the contrary contained in this Agreement, the purchase and sale contemplated herein shall close (the "Closing") on such specific date and time mutually agreed to by the parties, but in no event later than December 5, 1997. As used herein, the term "Closing" means the date and time that Escrow Company (i) delivers Seller's Special Warranty Deed to Purchaser and (ii) Escrow Company commences to wire transfer to Seller the Purchase Price less Seller's share of the closing costs, reimbursements and prorations provided for in this Agreement.

Seller shall pay fifty percent (50%) of any documentary transfer tax due in connection with the consummation of the transaction contemplated herein, the cost of title curative endorsements which Seller elects to obtain pursuant to Section 4 above, and fifty percent (50%) of all other escrow and closing costs. Purchaser shall pay fifty percent (50%) of any documentary transfer tax due in connection with the consummation of the transaction contemplated herein, all costs and expenses incurred in connection with obtaining any financing for the purchase of the Property, including title, escrow, documentation and appraisal costs relating thereto, the premium for the Title Policy, any additional title insurance premium payable in connection with Purchaser obtaining any lender's policy of title insurance, the cost of any title endorsements which are not title curative endorsements which Seller elects to obtain pursuant to Section 4 above, the fee for recording the Special Warranty Deed, and fifty percent (50%) of all other escrow and closing costs. Each party shall bear the expense of its own counsel. Unless otherwise specified herein, if the sale of the Property

contemplated hereunder does not occur because of a default on the part of Purchaser, all Cancellation Fees shall be paid by Purchaser; if the sale of the Property does not occur because of a default on the part of Seller, all Cancellation Fees shall be paid by Seller.

(a) If prior to the Closing, the Improvements, or any part thereof, are materially damaged (as set forth in Section 16(d)), Purchaser shall have the right, exercisable by giving written notice to Seller within ten
(10) days after receiving written notice of such damage or destruction (but in any event prior to the Closing), either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder (except as may be expressly provided to the contrary elsewhere in this Agreement), and any money (including, without limitation, the Deposit and all interest accrued thereon) or documents in escrow shall be returned to the party depositing the same and Purchaser and Seller each shall be responsible for one-half of any Cancellation Fees, or (ii) to accept the Property in its then condition and to proceed with the Closing without any abatement or reduction in the Purchase Price and receive an assignment of all of Seller's right to any insurance proceeds payable by reason of such damage or destruction. A failure by Purchaser to notify Seller in writing within such ten (10) day period shall be deemed an election to proceed under clause (ii) above. If Purchaser elects (or is deemed to elect) to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such proceeds without Purchaser's prior written consent.

(b) If prior to the Closing, all or any material portion (as set forth in Section 16(d)) of the Property is subject to a taking by public authority, Purchaser shall have the right, exercisable by giving written notice to Seller within ten (10) days after receiving written notice of such taking (but in any event prior to the Closing), either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder (except as may be expressly provided to the contrary elsewhere in this Agreement), and any money (including, without limitation, the Deposit and all interest accrued thereon) or documents in escrow shall be returned to the party depositing the same, and Purchaser and Seller each shall be responsible for one-half of any Cancellation Fees, or (ii) to accept the Property in its then condition, without any abatement or reduction in the Purchase Price, and receive an assignment of all of Seller's rights to any condemnation award payable by reason of such taking. A failure by Purchaser to notify Seller in writing within such ten (10) day

period shall be deemed an election to proceed under clause (ii) above. If Purchaser elects (or is deemed to elect) to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Purchaser's prior written consent. As used in this Section 16, "taking" shall mean any transfer of the Property or any portion thereof to a governmental entity or other party with appropriate authority, by exercise of the power of eminent domain.

(c) If prior to the Closing, any non-material portion of the Property is damaged or subject to a taking, Purchaser shall accept the Property in its then condition (without any abatement or reduction in the Purchase Price) and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller's rights to any insurance proceeds or any award in connection with such taking, as the case may be. If any such non-material damage or taking occurs, Seller shall not compromise, settle or adjust any claims to such insurance proceeds or such award, as the case may be, without Purchaser's prior written consent.

(d) For the purpose of this Section 16, damage to the Property or a taking of a portion thereof shall be deemed to involve a material portion thereof if the reasonably estimated cost of restoration or repair of such damage or the amount of the condemnation award with respect to such taking shall exceed Three Hundred Fifty Thousand and no/100s Dollars ($350,000.00).

(e) Seller agrees to give Purchaser notice of any taking, damage or destruction of the Property promptly after Seller obtains knowledge thereof.

(a) In the event that, prior to the Closing, Purchaser discovers or learns of information (from whatever source, including, without limitation, the tenant estoppel certificate delivered pursuant to Section 10(a) below, as a result of Purchaser's due diligence tests, investigations and inspections of the Property, by disclosure from Seller or Seller's agents and employees or otherwise) that contradicts any of the representations and warranties of Seller contained herein, or renders any of such representations and warranties untrue or incorrect, Purchaser shall have the right, exercisable by giving written notice to Seller within five (5) days after receiving notice of such information (but in any event prior to the Closing), either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder (except as may be

expressly provided to the contrary elsewhere in this Agreement), and any money (including, without limitation, the Deposit and all interest accrued thereon) or documents in escrow shall be returned to the party depositing the same and Seller shall be responsible for any Cancellation Fees, or
(ii) to accept the Property notwithstanding such information and nevertheless consummate the transaction contemplated by this Agreement, in which event thereafter Seller shall have no liability with respect to such information and/or any of such representations and warranties contradicted or made untrue or incorrect thereby. In the event, prior to the Closing, Seller defaults in any other manner under this Agreement, Purchaser shall have the right, exercisable by giving written notice to Seller within five
(5) days after the date Purchaser learns of such default (but in any event prior to the Closing), either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder (except as may be expressly provided to the contrary elsewhere in this Agreement), and any money (including, without limitation, the Deposit and all interest accrued thereon) or documents in escrow shall be returned to the party depositing the same and Seller shall be responsible for any Cancellation Fees, or (ii) to accept the Property notwithstanding such default by waiving such default and nevertheless consummating the transaction contemplated by this Agreement, in which event thereafter Seller shall have no liability with respect to such default. In the event Seller's default consists of Seller's refusal or failure to convey the Property, Purchaser's sole remedy shall be to elect either (i) to bring an action for specific performance; provided, however, that in any such action, Purchaser shall not be entitled to any monetary damages, or (ii) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder (except as may be expressly provided to the contrary elsewhere in this Agreement), and any money (including, without limitation, the Deposit and all interest accrued thereon) or documents in escrow shall be returned to the party depositing the same and Seller shall be responsible for any Cancellation Fees. In the event of any breach or default by Seller, which occurs or which Purchaser first discovers after the Closing, Purchaser shall be limited to recovering its actual damages but not any consequential damages.

(b) IF PURCHASER FAILS TO CLOSE THE PURCHASE OF THE PROPERTY FOR ANY REASON OTHER THAN SELLER'S DEFAULT OR FAILURE OF A PURCHASER'S CONDITION PRECEDENT, THE DEPOSIT, PLUS ANY INTEREST ACCRUED THEREON, SHALL BE PAID TO AND RETAINED BY SELLER AS

LIQUIDATED DAMAGES. THE AMOUNT PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES SHALL BE SELLER'S SOLE REMEDY IF PURCHASER FAILS TO CLOSE THE PURCHASE OF THE PROPERTY. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN AND THAT THE AMOUNT OF THE DEPOSIT PLUS ANY INTEREST ACCRUED THEREON REPRESENTS THE PARTIES' REASONABLE ESTIMATE OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 17(b), SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY PURCHASER'S INDEMNITY OBLIGATIONS UNDER SECTIONS 5 AND 18.

SELLER'S INITIALS: ____ PURCHASER'S INITIALS: ____

(c) Notwithstanding anything to the contrary contained in this Agreement other than Section 20(v), Sellers' maximum liability under this Agreement shall not exceed One Million and no/100s Dollars ($1,000,000.00).

(d) Any action, suit or proceeding brought by Purchaser against Seller under this Agreement shall be commenced and served, if at all, on or before the date which is six (6) months after the date of the Closing and, if not commenced and served on or before such date, thereafter shall be void and of no force or effect.

Purchaser and Seller each represents and warrants to the other that no brokerage commission, finder's fee or other compensation is due or payable with respect to the transaction contemplated hereby other than a commission to be paid to CB Commercial Real Estate Group, Inc. pursuant to a separate agreement with Seller, which shall be paid by Seller only upon the Closing of the purchase and sale contemplated hereby. Purchaser shall indemnify, defend, and hold Seller harmless from and against any losses, damages, costs and expenses (including, but not limited to, attorneys' fees and costs) incurred by Seller by reason of any breach or inaccuracy of the Purchaser's representations and warranties contained in this Section 18. Seller shall indemnify, defend, and hold Purchaser harmless from and

against any losses, damages, costs and expenses (including, but not limited to, attorneys' fees and costs) incurred by Purchaser by reason of any breach or inaccuracy of Seller's representations and warranties contained in this Section
18. The provisions of this Section 18 shall survive the Closing.

(a) Instructions. Within two (2) days after execution of this Agreement, Purchaser and Seller each shall deposit a copy of this Agreement executed by such party (or either of them shall deposit a copy executed by both Purchaser and Seller) with Escrow Company. This Agreement, together with such further instructions, if any, as the parties shall provide to Escrow Company by written agreement, shall constitute the escrow instructions. If any requirements relating to the duties or obligations of Escrow Company hereunder are not acceptable to Escrow Company, or if Escrow Company requires additional instructions, the parties hereto agree to make such deletions, substitutions and additions hereto as counsel for Purchaser and Seller shall mutually approve, which additional instructions shall not substantially alter the terms of this Agreement unless otherwise expressly agreed to by Seller and Purchaser.

(b) Deposits into Escrow. Seller shall make its deposits into escrow in accordance with Section 11. Purchaser shall make its deposits into escrow in accordance with Section 12. Escrow Company is authorized to close the escrow only if and when: (i) Escrow Company has received all items to be delivered by Seller and Purchaser pursuant to Sections 11 and 12; and (ii) Title Company can and will issue the Title Policy concurrently with the Closing.

(c) Close of Escrow. Provided that Escrow Company shall not have received written notice in a timely manner from Purchaser or Seller of the failure of any condition to the Closing or of the termination of the escrow, and if and when Purchaser and Seller have deposited into escrow the matters required by this Agreement and Title Company can and will issue the Title Policy concurrently with the Closing, Escrow Company shall:

(i) Deliver to Purchaser: (1) the Special Warranty Deed; (2) the Bill of Sale; (3) the Certificate of Non-Foreign Status; (4) the General Assignment; and (5) the Assignment of Leases. After the Closing, Escrow Company shall cause the Special Warranty Deed to be recorded in the Official Records of the County of Montgomery, Commonwealth of

Pennsylvania and immediately upon recording deliver to Purchaser a conformed copy of the Special Warranty Deed

(ii) Deliver to Seller: the Purchase Price, after satisfying the Closing costs, prorations and adjustments and any broker commission to be paid by Seller pursuant to Sections 13, 15 and 18, respectively.

(iii) Deliver to Purchaser: any funds deposited by Purchaser, and any interest earned thereon, in excess of the amount required to be paid by Purchaser hereunder.

(iv) Deliver the Title Policy issued by Title Company to Purchaser.

(d) Real Estate Reporting Person. Escrow Company is designated the "real estate reporting person" for purposes of section 6045 of title 26 of the United States Code and Treasury Regulation 1.6045-4 and any instructions or settlement statement prepared by Escrow Company shall so provide. Upon the consummation of the transaction contemplated by this Agreement, Escrow Company shall file Form 1099 information return and send the statement to Seller as required under the aforementioned statute and regulation.

(a)This Agreement is executed and delivered by Stanton Zarrow and Joseph Markling (the "Trustees") not personally but solely as trustees under and pursuant to that certain Declaration of Trust of TCW Realty Fund IV Pennsylvania Trust dated as of May 10, 1991, amended. Notwithstanding anything to the contrary set forth herein, it is expressly understood and agreed by and between the parties hereto (i) that each of the covenants, undertakings, obligations, representations, warranties and agreements herein made on the part of Trustees, while in form purporting to be the covenants, undertakings, obligations, representations, warranties and agreements of Trustees, are nevertheless each and every one of them made and intended not as personal covenants, undertakings, obligations, representations, warranties and agreements of Trustees for the purpose or with the intent of binding Trustees personally, but are instead made and intended for the purpose of binding only the assets of TCW Realty Fund IV Pennsylvania Trust; (ii) that no personal liability or personal responsibility is assumed or shall at any time be asserted or enforceable against Trustees on account of this Agreement or on account of any covenants, undertakings, obligations, representations, warranties agreements

contained in this Agreement, either express or implied, all such personal liability or personal responsibility (if any) being expressly waived and released; and (iii) Purchaser agrees to look solely to the assets of TCW Realty Fund IV Pennsylvania Trust for the enforcement of any claims against Trustees arising pursuant to this Agreement.

(b) Each individual and entity executing this Agreement represents and warrants that he, she or it has the capacity set forth on the signature pages hereof with full power and authority to bind the party on whose behalf he, she or it is executing this Agreement to the terms hereof.

(c) This Agreement is the entire Agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written, between the parties with respect to the matters contained in this Agreement. Any waiver, modification, consent or acquiescence with respect to any provision of this Agreement shall be set forth in writing and duly executed by or in behalf of the party to be bound thereby. No waiver by any party of any breach hereunder shall be deemed a waiver of any other or subsequent breach.

(d) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by other parties to this Agreement attached thereto.

(e) Time is of the essence in the performance of and compliance with each of the provisions and conditions of this Agreement.

(f) Any communication, notice or demand of any kind whatsoever which either party may be required or may desire to give to or serve upon the other shall be in writing and delivered by personal service (including express or courier service), by electronic communication, whether by telex, telegram or telecopy (if confirmed in writing sent by registered or certified mail, postage prepaid, return receipt requested), or by overnight courier or registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

Purchaser:          Brandywine Realty Trust
                    16 Campus Boulevard, Suite 150
                    Newton Square, Pennsylvania 19073
                    Attention:     Gerard H. Sweeney &
                                   Brad Molotsky, Esq.
                    Telephone:     (610) 325-5600
                    Telecopy:      (610) 325-5622

With a copy to:     Pepper, Hamilton & Scheetz
                    3000 Two Logan Square
                    Eighteenth and Arch Streets
                    Philadelphia, PA 19103-2799
                    Attention:     Eric Stern, Esq.
                    Telephone:     (215) 981-4475
                    Telecopy:      (215) 981-4750

Seller:             TCW Realty Fund IV Pennsylvania Trust
                    c/o Westmark Realty Advisors L.L.C.
                    865 South Figueroa Street
                    Suite 3500
                    Los Angeles, California 90017-2543
                    Attention:     Joseph Markling & Kevin Corbett,
                                   Esq.
                    Telephone:     (213) 683-4200
                    Telecopy:      (213) 683-4201

                    TCW Realty Fund IV Pennsylvania Trust
                    c/o Westmark Realty Advisors L.L.C.
                    140 East 45th Street
                    40th Floor
                    New York, New York 10017
                    Attention:     Pamela Muller
                    Telephone:     (212) 986-7404
                    Telecopy:      (212) 983-1954

With a copy to:     Mayer, Brown & Platt
                    350 South Grand Avenue
                    25th Floor
                    Los Angeles, California 90071-1503
                    Attention:     Brian Aronson, Esq.
                    Telephone:     (213) 229-5151
                    Telecopy:      (213) 625-0248

     Escrow Company:     Commonwealth Land Title Company
                         1700 Market Street
                         Philadelphia, Pennsylvania 19073
                         Attention:     M. Gordon Daniels
                         Telephone:     (215) 241-1081
                         Telecopy:      (215) 241-1641

     Title Company:      Commonwealth Land Title Company
                         888 West Sixth Street
                         Los Angeles, California 90017
                         Attention:     Mr. Donald Hallman
                         Telephone:     (213) 627-7070, ext. 106
                         Telecopy:      (213) 627-8722

With a copy to:          Commonwealth Land Title Company
                         1700 Market Street
                         Philadelphia, Pennsylvania 19073
                         Attention:     M. Gordon Daniels
                         Telephone:     (215) 241-1081
                         Telecopy:      (215) 241-1641

Any party may change its address for notice by written notice given to the other in the manner provided in this Section. Any such communication, notice or demand shall be deemed to have been duly given or served on the date personally served, if by personal service, on the date of confirmed dispatch, if by electronic communication, or three (3) days after being placed in the U.S. Mail, if mailed.

(g) The parties agree to execute such instructions to Escrow Company and Title Company and such other instruments and to do such further acts as may be reasonably necessary to carry out the provisions of this Agreement.

(h) The making, execution and delivery of this Agreement by the parties hereto has been induced by no representations, statements, warranties or agreements other than those expressly set forth herein.

(i) Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law, but, if any provision of this Agreement shall be invalid or prohibited thereunder, such invalidity or prohibition shall be construed as if such invalid or prohibited provision had not been inserted herein and shall not affect the remainder of such provision or the remaining provisions of this Agreement.

(j) The language in all parts of this Agreement shall be in all cases construed simply according to its fair meaning and not strictly for or against any of the parties hereto. Section headings of this Agreement are solely for convenience of reference and shall not govern the interpretation of any of the provisions of this Agreement. References to "Sections" are to Sections of this Agreement, unless otherwise specifically provided.

(k) This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

(l) If any action is brought by either party against the other party, relating to or arising out of this Agreement, the transaction described herein or the enforcement hereof, the prevailing party shall be entitled to recover from the other party reasonable attorneys' fees, costs and expenses incurred in connection with the prosecution or defense of such action. For purposes of this Agreement, the term "attorneys' fees" or "attorneys' fees and costs" shall mean the fees and expenses of counsel to the parties hereto, which may include printing, photostating, duplicating and other expenses, air freight charges, and fees billed for law clerks, paralegals and other persons not admitted to the bar but performing services under the supervision of an attorney, and the costs and fees incurred in connection with the enforcement or collection of any judgment obtained in any such proceeding. The provisions of this Section 20(l) shall survive the entry of any judgment, and shall not merge, or be deemed to have merged, into any judgment.

(m) This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and to their respective transferees, successors, and assigns. Neither this Agreement nor any of the rights or obligations of Seller or Purchaser hereunder shall be transferred or assigned by Seller or Purchaser without the prior written consent of the non-assigning party; provided, that, after written notice to Seller, Purchaser may assign its rights under this Agreement to Brandywine Operating Partnership, L.P. (an "Approved Designee"), provided, however, in no event shall Purchaser be released from any liability hereunder as a result of such assignment.

(n) Exhibits A through M, inclusive, and Annex I attached hereto are incorporated herein by reference.

(o) Notwithstanding anything to the contrary contained herein, this Agreement shall not be deemed or construed to make the parties hereto partners or joint venturers, or to render either party liable for any of the debts or obligations of the other, it being the intention of the parties to merely

create the relationship of Seller and Purchaser with respect to the Property to be conveyed as contemplated hereby.

(p) This Agreement shall not be recorded or filed in the public land or other public records of any jurisdiction by either party and any attempt to do so may be treated by the other party as a breach of this Agreement.

(q) Each party agrees that, except as otherwise set forth in this Agreement or provided by law or unless compelled by an order of a court, it shall keep the contents of this Agreement and any information related to the transaction contemplated hereby confidential (except that Purchaser may disclose such matters in accordance with the provisions of Section 8 above) and further agrees to refrain from generating or participating in any publicity statement, press release, or other public notice regarding this transaction without the prior written consent of the other party unless required under applicable law or by a court order. The provisions of this
Section 20(q) shall survive the Closing or any termination of this Agreement and shall not be merged into any instrument or conveyance delivered at the Closing.

(r) Seller and Purchaser agree that it is their specific intent that no broker shall be a party to or a third party beneficiary of this Agreement or the escrow; and further that the consent of a broker shall not be necessary to any agreement, amendment, or document with respect to the transaction contemplated by this Agreement.

(s) If any of the dates specified in this Agreement shall fall on a Saturday, a Sunday, or a holiday, then the date of such action shall be deemed to be extended to the next business day.

(t) At Purchaser's request, upon prior arrangement with Seller, at any time during reasonable business hours within six (6) months after the Closing, Seller shall, at Purchaser's expense, provide to Purchaser's designated independent auditor, access to the books and records of the Property, regarding the period for which Purchaser is required by applicable rules or regulations of the Securities Exchange Commission to have audited financial statements prepared with respect to the Property, to the extent that such books, records and related information are in the Seller's possession or control and relate to the period during which Seller held title to the Property; provided however, such books and records shall not include Seller's internal appraisals and economic evaluations of the Property and reports regarding the Property prepared by Seller, Westmark Realty Advisors L.L.C. and/or TCW Realty Advisors solely for internal use or for the information of the investors in Seller, and Seller shall not be deemed to make any representations or

warranties of any kind regarding the accuracy or thoroughness of such books and records.

(u) No recourse shall be had for any obligation of Brandywine Realty Trust under this Agreement or under any document executed in connection herewith or pursuant thereto, or for any claim based thereon or otherwise in respect thereof, against any past, present or future trustee, shareholder, officer or employee of Brandywine Realty Trust, whether by virtue of any statute or rule of law, or by enforcement of any assessment or penalty or otherwise, all such liability being expressly waived and released by the Seller and all parties claiming by, through or under Seller.

(v) Seller shall indemnify, defend and save and hold harmless Purchaser from any actual loss, cost, liability or expense (including, without limitation, reasonable counsel fees) incurred, paid or suffered by Purchaser arising out of or by reason of any claim made against Purchaser or the Property by the Pennsylvania Department of Revenue or by any other state taxing or employment authorities asserting any claims or possible claims against Seller for unpaid taxes, penalties, interest or court costs due the Commonwealth of Pennsylvania or its political subdivisions by Seller. The preceding sentence shall only apply to claims and/or matters relating to the period prior to the Closing. Section 20(v) shall specifically survive the Closing hereunder and Seller's obligations under this Section 20(v) shall not be limited by any other limitation of Seller's liability hereunder.

[SIGNATURES ON NEXT PAGE]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.

SELLER:       TCW REALTY FUND IV PENNSYLVANIA TRUST,
              a Pennsylvania business trust

              By:/s/ Joseph Markling
                 -------------------
                 Joseph Markling
                 not individually but solely as trustee
                 under Declaration of Trust dated
                 as of 5/10/91, as amended


              By:/s/ Stanton Zarrow
                 ------------------
                 Stanton Zarrow
                 not individually but solely as trustee
                 under Declaration of Trust dated
                 as of 5/10/91, as amended


PURCHASER:    BRANDYWINE REALTY TRUST,
              a Maryland real estate investment


              By:/s/ Gerard H. Sweeney
                 ---------------------
                 Name: Gerard H. Sweeney
                 Its:  President & CEO

Exhibit 10.4

500 SCARBOROUGH DRIVE

AGREEMENT

THIS AGREEMENT is made and entered into as of the 5th day of December, 1997 by and among English Creek Partners #2, Limited Partnership, a New Jersey limited partnership having its principal office at Scarborough Properties, 20 East Clementon Road, Suite 201, Gibbsboro, New Jersey 08026 ("English Creek"), R. Randle Scarborough, the general partner ("RRS"), Raymond Perkins ("RP") and Steven L. Shapiro ("Shapiro"), the limited partners of English Creek (collectively, the "English Creek Partners"), Brandywine Realty Trust, a Maryland real estate investment trust (the "Trust"), and Brandywine Operating Partnership, L.P., a Delaware limited partnership or its nominee, having an address at Newtown Square Corporate Campus, 16 Campus Boulevard, Suite 150, Newtown Square, Pennsylvania 19073 (the "Partnership").

RECITALS

A. English Creek is the owner of a certain tract of land being comprised of one (1) parcel of property, being Lot 54 of Block 1602, together with the building and improvements thereon, including one office building approximately 44,750 square feet, commonly known as 500 Scarborough Drive, Egg Harbor, New Jersey as more fully described on Exhibit "A" attached hereto; and

B. English Creek desires and hereby agrees to sell or contribute, and the Partnership desires and hereby agrees to acquire or accept, all of English Creek's right, title and interest in and to the Property (as hereinafter defined), subject to and on the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the mutual promises and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions Of Certain Terms. For all purposes of this Agreement, the following terms shall have the respective meanings set forth below:

"Agreement" shall mean this document entitled "Agreement", all exhibits and schedules attached hereto or made a part hereof and all amendments to this Agreement which are agreed to in writing and signed by all of the parties hereto.

"Assignments" shall have the meaning ascribed to that term in Paragraph 5(f) hereof.

"Closing" shall have the meaning ascribed to that term in Paragraph 4 hereof. The date upon which the Closing actually occurs shall be the "Closing Date."

"Common Shares" shall mean the common shares of beneficial interest, par value $.01 per share, of the Trust.

"Contracts" shall mean all contracts and agreements with respect to the management (excluding property management agreements), operation, supply, maintenance, repair or construction affecting any of the Property, to the extent assignable by English Creek, all as described in Exhibit "B" attached hereto and made a part hereof.

"Deposit" shall mean the Deposit delivered by the Partnership to Escrow Agent pursuant to Paragraph 3(a) hereof, together with all interest earned thereon, if any.

"Due Diligence Termination Date" shall mean 5:00 p.m. E.S.T. on December 9, 1997.

"Effective Date" shall mean the date on which this Agreement has been fully executed and delivered by all parties hereto to each other.

"Escrow Terms" shall mean the escrow agreement to be entered into of even date herewith between the Escrow Company, English Creek and the Partnership.

"Escrow Agent" shall mean Commonwealth Land Title Insurance Company, 1700 Market Street, Philadelphia, Pennsylvania 19103.

"Improvements" shall mean those certain buildings and other improvements constructed and located on the Land as described on Exhibit "A".

"Land" shall mean that certain parcel of real property located at 1007 English Creek Road, Voorhees, New Jersey.

"Leases" shall mean those certain leases (and guarantees thereof, if any) listed on Exhibit "C" attached hereto and made a part hereof, or hereafter entered into by English Creek, as landlord, in accordance with the terms of this Agreement, for any space within any of the Improvements located on any of the Land.

"Licenses" shall mean the licenses, permits, approvals and agreements affecting any of the Real Property.

"Permitted Exceptions" shall mean with respect to any of the Real Property (i) the lien of real estate taxes, water rent and sewer charges that are not due and payable on the Closing Date, (ii) the printed exclusions, conditions and stipulations contained in the Commitment (as hereinafter defined), (iii) additional exceptions to title set forth in Exhibit "D" to this Agreement, (iv) special assessments which become a lien on any of the Real Property on or after the Closing Date, and (v) such other title matters existing on the Closing Date which are accepted or deemed accepted by the Partnership pursuant to Paragraph 5 hereof; and (vii) the rights of Tenants of any of the Real Property pursuant to the Leases for all or any portion of any of the Real Property.

"Personal Property" shall (except as specifically excluded on Exhibit "E" hereto) mean all of English Creek's right, title and interest in and to the tangible personal property including, without limitation, artwork, furniture, furnishings, equipment, machinery and fixed and movable fixtures, together with all component and replacement parts, owned by English Creek, situated on any of the Real Property on the Closing Date, and all artwork, renderings, flags, awnings and trade dress; all architects', engineers', surveyors' and other real estate professionals' plans, specifications, certifications, reports, data or other technical descriptions (including, without limitation, all environmental, structural and mechanical inspection reports) to the extent the same are in English Creek's possession and are not proprietary in nature, and all building names and English Creek's rights, if any, in and to the name "500 Scarborough Drive."

"Property" shall mean the Real Property and such of the Contracts, Leases, Licenses, Personal Property and other rights, titles, interests and obligations which pertain to the Real Property and are intended to be contributed, conveyed, sold or otherwise transferred to the Partnership by English Creek pursuant to this Agreement.

"Real Property" shall mean the Land and the Improvements.

"Tenants" shall mean the tenants under the Leases.

"Trust" shall mean Brandywine Realty Trust, a Maryland real estate investment trust, the sole general partner of the Partnership.

"Underlying Shares" shall mean the Common Shares issuable upon the conversion or redemption of, or otherwise pursuant to, the Units issuable hereunder.

2. Acquisition Of The Property. On the Closing Date, and subject to the terms and conditions set forth in this Agreement, English Creek shall sell or contribute, at English Creek's sole discretion, assign, transfer and convey to the Partnership and the Partnership shall purchase or accept, as the case may be, from English Creek the following:

(a) All right, title and interest of English Creek in and to all of the Real Property;

(b) All right, title and interest of English Creek, if any, in any land lying in the bed of any street, road, avenue or alley, open or closed, in front of or adjoining any of the Land, to the center line thereof;

(c) All right, title and interest of English Creek, if any, in any easements, covenants, rights of way, privileges, hereditaments and other rights appurtenant to any of the Real Property;

(d) to the extent assignable to the Partnership and approved by the Partnership, all right, title and interest of English Creek in and to the Contracts and the Licenses relating to any of the Real Property;

(e) all right, title and interest of English Creek in and to the Leases; and

(f) all right, title and interest of English Creek in and to the Personal Property.

3. Consideration And Time Of Payment. The consideration (the "Consideration") to be received by English Creek from the Partnership in exchange for the Property shall be Six Million One Hundred Fifty Thousand Dollars ($6,150,000) less the amount of principal and accrued interest secured by a mortgage on the Property if and to the extent such principal and accrued interest is not repaid at the Closing, as adjusted pursuant to Paragraph 7 of this Agreement which shall be paid to English Creek in the following manner:

(a) On the Effective Date, the Partnership shall deliver a check, subject to collection, in the amount of Twenty Thousand Dollars ($20,000) to the Escrow Agent, which check shall be payable to the order of the Escrow Agent and shall be held and disbursed pursuant to the Escrow Terms. Thereafter, within two (2) business days following the Due Diligence Expiration Date, the Partnership shall deliver a check, subject to collection, in the amount of Ten Thousand Dollars ($10,000) to the Escrow Agent, which check shall be payable to the order of the Escrow Agent and shall be held and disbursed pursuant to the Escrow Terms. In the event that English Creek elects, pursuant to subparagraph (c) below, to receive all of the Consideration in Units in exchange for the contribution of the Property, the Escrow Agent shall release the Deposit to the Partnership at the Closing.

(b) The balance of the Consideration shall be paid to English Creek at the Closing by wire transfer of immediately available funds to an account designated by English Creek.

(c) In lieu of receiving the Consideration pursuant to subparagraphs (a) and (b) above, English Creek may elect, at its option, to receive all or a portion of the Consideration in the form of Class A Units of Limited Partnership Interest ("Units") in the Partnership in exchange for the contribution to the Partnership of all or a portion, as the case may be, of the Property (such amount being estimated as approximately $1,610,000 worth of Units (i.e., 92% of $1,750,000 the remainder of $6,150,000 - $4,400,000)). English Creek may make such election by providing the Partnership written notice no later than thirty (30) days prior to the Closing Date. Such election notice shall state the dollar amount of the Consideration to be received in Units. The number of Units issuable in satisfaction of the applicable portion of the Consideration that English Creek elects to be so received shall be computed by dividing the aggregate dollar amount of such applicable portion of the Consideration by the Computed Market Price. The term "Computed Market Price" shall mean the average closing price for the Common Shares as reported by the New York Stock Exchange (the "NYSE") for the ten (10) trading day period immediately preceding the Due Diligence Termination Date. The distributions declared by the Partnership in respect of the Class A Units issuable pursuant to this Agreement during the initial calendar quarter in which the Closing occurs shall be pro-rated by the Partnership based on the number of days the Class A Units are outstanding during such quarter. For example, if the Class A Units issuable pursuant to this Agreement are issued on December 1, 1997, each of such

Class A Units shall be entitled to receive an amount equal to one-third of the amount of the distribution payable to a Class A Unit that was outstanding during the full quarter.

(d) The transaction contemplated by this Agreement is conditioned upon the closing of the sale of the other properties identified on Exhibit "F" attached hereto (the "Other Properties"), so that no one or more of the Other Properties and the Property hereunder may be sold without all of the Property being sold unless expressly provided for in writing by the parties hereto and in any event the Deposit hereunder and thereunder shall be deemed a single deposit for the entire transaction.

4. Closing. The closing of the transactions contemplated by this Agreement (the "Closing") shall be held on or before December 12, 1997, on a mutually agreed date determined by English Creek and the Partnership, at the offices of the Partnership, Plaza 1000 at Main Street, Suite 400, Voorhees, New Jersey, commencing at 10:00 a.m., time being of the essence.

5. Title And Conveyance Of The Property.

(a) At Closing, title to the Real Property shall be insurable at regular rates by Commonwealth Land Title Insurance Company (the "Title Insurer"), free and clear of all liens, encumbrances and restrictions other than the Permitted Exceptions; provided, however, that if title to any of the Real Property is not insurable as aforesaid, the Partnership's sole right and remedy shall be as set forth in Paragraph 5(b) below.

(b) (i) The Partnership has applied for a title insurance commitment (1992 ALTA Form with Creditor's Rights Exclusion Deleted) to be issued by the Title Insurer ("Commitment"), agreeing to issue to the Partnership, upon recording of the Deeds (as hereinafter defined) for each of the Real Property, an owner's policy of title insurance as above specified ("Title Policy"). Said Commitments shall agree to insure the proposed title of the Partnership to each of the Real Property subject only to the Permitted Exceptions and such other title exceptions as the Partnership has agreed to accept or is deemed to have accepted pursuant to this Paragraph. If any of the Commitments disclose any title exceptions in addition to the Permitted Exceptions and the Partnership objects to such additional title exceptions (the "Title Defects"), the Partnership shall notify English Creek of such Title Defects with sufficient specificity to enable English Creek to respond. The Partnership's notice of any Title Defects shall be given in writing to English Creek no later than the date which is five (5) business days prior to the Due Diligence Termination Date, together with the Commitments and copies of all matters of record raised therein as exceptions thereto, after which the Partnership shall be deemed to have waived any and all Title Defects not so raised, except for Title Defects which are disclosed to the Partnership in continuations of title issued subsequent to the issuance of the Commitments, unless the Partnership fails to object to same in writing within three (3) business days after the Partnership's receipt of the continuation of title in which the same is disclosed, in which case the Partnership will be deemed to have waived such additional Title Defects. English Creek shall have the right, but not the obligation (except as otherwise specifically provided), to cure such Title Defects and, if English Creek elects to attempt to cure the Title Defects but has

not cured same on or before the Closing Date, then the Closing Date may be extended by English Creek at its sole option for up to thirty (30) days to enable English Creek to effect such cure.

(ii) In the event that either (a) English Creek is unable to convey title in accordance with the terms of this Agreement, (b) English Creek elects not to cure or cause the removal of any exception to title, except as required in subparagraph (iii) below, or (c) if English Creek is unable to satisfy any other conditions to the Partnership's obligations under this Agreement, then (except as otherwise specifically provided in subparagraph (iii) below) the sole liability of English Creek shall be to (A) direct the Escrow Agent to return the Deposit to the Partnership and (B) reimburse the Partnership for the reasonable charges imposed by the Title Company for preparation of the Commitments (without the issuance of a policy) and for the reasonable fees paid by the Partnership to update the existing surveys (collectively "the Partnership's Reasonable Costs"), and upon such payments being made, this Agreement shall be deemed canceled and the parties hereto shall be released of all obligations and liabilities hereunder, except as to any provisions which expressly survive a termination of this Agreement; and the Partnership shall have no rights of action against English Creek in law or in equity, for damages or, except for the purpose of enforcing English Creek's contractual obligations under subparagraph (iii) below, for specific performance. Notwithstanding the foregoing, the Partnership shall have the right to waive any conditions to the Partnership's obligations hereunder, in which event English Creek shall make the deliveries provided for herein to the Partnership to the extent that English Creek is able so to do, and there shall be no reduction in the Consideration in such event.

(iii) Notwithstanding the provisions of the foregoing paragraph, if the condition of title to the Real Property at the Closing is other than that which the Partnership is required or agrees to accept hereunder solely by reason of any mortgages or other monetary liens (hereinafter referred to as "Liens") which can be satisfied or remedied by the payment of a liquidated amount of money not to exceed the Purchase Price, English Creek shall not have the right to cancel this Agreement and English Creek shall either (aa) discharge, satisfy, or bond the same or (bb) deliver such funds to be held in escrow required by the Title Company, in either event so that the Title Company shall affirmatively insure the full and complete discharge of the foregoing and shall agree to omit the same as an exception to its title insurance policy.

(iv) Notwithstanding anything to the contrary contained in this Agreement, English Creek shall have no duty nor be required to take any action, to institute any proceedings or to incur any expense (other than as may be expressly required in subparagraph (iii) above) in order to remedy or remove any objections to title or otherwise to render title in accordance with the terms called for in this Agreement.

(c) The Partnership expressly understands, acknowledges and agrees that any failure by the Partnership to notify English Creek in writing of any Title Defects on or before the expiration of the Due Diligence, shall for all purposes be deemed to be an acceptance by the Partnership of such Title Defects as if they were one or more of the Permitted Exceptions.

(d) At Closing, English Creek will convey fee simple title to the Real Property by a Bargain and Sale Deed with covenant against grantor's acts (the "Deed"), subject in

all cases to the Permitted Exceptions, in the forms attached hereto and made a part hereof as Exhibit "G".

(e) At Closing, English Creek will transfer all of its right, title and interest in and to the Personal Property to the Partnership by executing a Bill of Sale ("Bill of Sale") in the form attached hereto and made a part hereof as Exhibit "H".

(f) At Closing, English Creek will assign all of English Creek's right, title, and interest, and the Partnership shall assume all of the obligations from and after the Closing Date, in, to and under the Leases, Licenses and the Contracts for the Property, by executing an Assignment and Assumption Agreement in the form attached hereto and made a part hereof as Exhibit "I" (the "Assignments").

6. Closing Documents.

(a) At the Closing, as a condition of the Partnership's obligation to close hereunder, English Creek shall deliver or cause to be delivered the following:

(i) The Deed, executed by English Creek, covering the Real Property (and separate quitclaim deeds to the Real Property utilizing new ALTA survey descriptions, if requested);

(ii) The Bills of Sale executed by English Creek covering the Personal Property;

(iii) The Assignments, executed by English Creek;

(iv) As many signed originals (or true and correct copies of same) of the Contracts, Leases, Licenses, and other items covered by the Assignments as are in the possession or control of English Creek;

(v) All machinery and/or equipment operating manuals, technical data and other documentation relating to the building systems and equipment, and all machinery, equipment and other building warranties and guarantees, if any, but only to the extent that any of the same are in the possession or control of English Creek;

(vi) All master and duplicate keys, combinations and codes to all locks and security devices for the Improvements which are in the possession or control of English Creek;

(vii) Written notice from English Creek or English Creek's managing agent to each Tenant in form reasonably satisfactory to the Partnership stating that the Real Property have been sold to the Partnership and that tenant security deposits (if any) in English Creek's possession have been transferred to the Partnership and directing the Tenants to make future rental payments to the Partnership at the address designated by the Partnership;

(viii) Non-foreign person certification in the form attached hereto as Exhibit "J";

(ix) All building records and Tenant lease files with respect to the Real Property which are in the possession of English Creek;

(x) Each bill of current real estate taxes, sewer charges and assessments, water charges and other utilities and to the extent in English Creek's possession or control, bills for each of the same for the three (3) years, together with proof of payment thereof (to the extent same have been paid);

(xi) All plans, specifications, as-built drawings, surveys, site plans, and final, written reports of architects, engineers and surveyors, and any other Personal Property forming part of the Property or any portion thereof, but only to the extent that the same exist and are in the possession of English Creek or any property manager controlled by English Creek;

(xii) An affidavit or affidavits of title in favor of the Title Insurer on the form used by such Title Insurer, in form reasonably acceptable to English Creek to enable the Title Insurer to issue the Commitments described in Paragraph 5(b)(i). The Partnership shall require affirmative endorsements against mechanic's liens, consistent with English Creek's obligations under Paragraph 5(b)(iii), above;

(xiii) A letter, from the New Jersey Department of Environmental Protection or its successor ("NJDEP") stating that the provisions of the Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq., the regulations promulgated thereunder and any successor legislation and regulations are inapplicable to the Real Property (the "Non-Applicability Letter");

(xiv) Subject to the provisions of Paragraph 11(d), below, Estoppel Letters, if any, received from Tenants;

(xv) Updated rent rolls, which shall be certified by English Creek to be correct and complete as of Closing Date;

(xvi) Proof as to the due authorization and execution by English Creek of the documents executed and delivered by English Creek;

(xvii) Such affidavits of title or other certifications as shall be required by the Title Company to insure the Partnership's title to the Property as set forth in Section 3, and to provide affirmative endorsements (a) against mechanic's liens, (b) insuring against any violation of existing covenants, conditions or restrictions, and insuring that future violation will not result in forfeiture of title, (c) insuring that all foundations in place as of the date of such policy are within the lot lines and applicable set back lines, (d) insuring that the buildings and structures on the Property do not encroach onto adjoining land or onto any

easements, (e) insuring that confirming that there are no encroachments of improvements from adjoining land onto the Property (f) removing any exceptions for matters which an accurate survey would disclose, and (g) providing affirmative insurance with respect to such other matters as the Partnership or its lender shall specify;

(xviii) A Registration Rights Agreement in the form attached hereto as Exhibit "K" executed by English Creek and the English Creek Partners;

(xix) The closing certificate required pursuant to Paragraph 9;

(xx) An executed three year lease from Lockheed Martin (approximately 15,000 rentable square feet) at $17.00 per rentable square foot plus electric on the Partnership's standard form of lease. In addition , English Creek shall remain solely responsible for all tenant improvements, leasing commissions and renovation charges associated with such space. If English Creek is able to procure a rental rate of greater than $17.00 for at least a three year term, the Partnership shall pay the leasing commission of George Mintz, the procuring broker, at Closing;

(xxi) An executed counterpart to the Agreement of Limited Partnership of the Partnership (the "Partnership Agreement") signed by each of the English Creek Limited Partners;

(xxii) An executed Tax Indemnity Agreement in the form attached hereto as Exhibit "L"; and

(xxiii) An executed Investor Questionnaire in the form attached hereto as Exhibit "M".

(xxiv) An executed $1,500,000 Guaranty in favor of the Partnership in the form attached hereto as Exhibit "N".

(b) At the Closing, as a condition of English Creek's obligation to close hereunder, the Partnership shall deliver or cause to be delivered the following:

(i) The balance of the Consideration (in immediately available funds or Units in accordance with Paragraph 3);

(ii) The Assignments, executed by the Partnership;

(iii) An agreement by the Partnership not to sell the Property for four years, including an indemnity for the Partnership's breach thereof;

(iv) A Registration Rights Agreement in the form attached hereto as Exhibit "K" and the Tax Indemnity in the form of Exhibit "L" executed by the Trust; and

(v) The closing certificate required pursuant to Paragraph 9.

7. Prorations And Closing Costs. All matters involving prorations or adjustments to be made to the Consideration in connection with the Closing and not specifically provided for in any other provision of this Agreement shall be adjusted as provided below. Except as otherwise set forth herein, all items to be prorated pursuant to this Paragraph shall be prorated as of the Closing Date, with the Partnership to be treated as the owner of the Property, for purposes of prorations of income and expenses, on and after the Closing Date.

(a) Real estate taxes and all other ad valorem taxes, if any, with respect to the Real Property for the applicable fiscal or calendar year in which the Closing occurs shall be prorated on a per diem basis. If the amount of such taxes is not known on the Closing Date, taxes will be prorated on the basis of the most recently ascertainable tax bill. There shall be no proration of English Creek's insurance premiums or assignment of English Creek's insurance policies and English Creek shall be entitled to cancel all of its existing policies as of the Closing Date. The Partnership shall be obligated (at its own election) to obtain any replacement policies. The amounts of all telephone, electric, sewer, water and other utility bills, trash removal bills, janitorial and maintenance service bills relating to the Property and allocable to the period prior to the Closing Date shall be determined and paid by English Creek before Closing, if possible, or shall be paid promptly thereafter by English Creek or adjusted between the Partnership and English Creek immediately after the same have been determined. The Partnership and English Creek shall to the extent necessary enter into an agreement to such effect at Closing. English Creek shall attempt to have all utility meters read as of the Closing Date. English Creek shall further attempt to obtain from the provider of same, all other service statements and bills of account adjusted as of the Closing Date. English Creek shall be entitled to refunds of all deposits, if any, paid by English Creek or English Creek's predecessor-in-interest prior to Closing and held by entities providing such service, or, at English Creek's option, English Creek shall transfer all of English Creek's right, title and interest in and to such deposits to the Partnership at Closing and shall receive a full credit for the amount of such deposits. All Contracts and other obligations in connection with the Property, to the extent the same are intended to be assumed hereunder, shall be prorated as of the Closing Date.

(b) Special assessments which have been filed as a lien against any of the Real Property on or before the Closing Date and are not payable in installments shall be paid by English Creek. Special assessments which have been filed as a lien against any of the Real Property, but which are payable in installments shall be adjusted based upon the installment payment for the fiscal or calendar year in which Closing takes place and the remaining unpaid assessments shall be assumed by the Partnership. Special assessments which are or may be pending, but which have not become a lien on the Real Property as of the Closing Date, and special assessments which are filed as a lien after the Closing Date, shall be assumed and paid by the Partnership.

(c) English Creek shall pay the cost of State and County transfer taxes or stamps imposed in connection with the recordation of the Deeds for the Real Property. The Partnership shall pay the expense of the title searches, title premiums and any other title insurance costs on the owner's title insurance policies and the cost of obtaining any surveys, if

desired by the Partnership. The Partnership agrees to pay the expense of the legal fees of its own counsel. The cost of all of the Partnership's Due Diligence Activities (as defined below) shall be borne solely by the Partnership.

(d) Any base, minimum or similar rents under the Leases collected by English Creek for a rental period or portion thereof from or after the Closing Date shall be credited to the Partnership at Closing on a per diem basis. In addition, any security deposits held by English Creek for any Lease, together with the interest due thereon, if any and if required under the terms of the Lease or as required by applicable law, shall either be credited or transferred to the Partnership at Closing at English Creek's option. If any tenant is in arrears in the payment of rent or additional rent on the Closing Date, rents received from such tenant ninety (90) days after the Closing Date shall be applied in the following order of priority:
(a) to the Partnership, so long as such tenant is in arrears for current or prior rent arising after Closing, then (b) to English Creek for all rent in arrears prior to the Closing Date; and then (c) to the Partnership with no further claim by English Creek thereto. Except as herein provided, the Partnership is not under any obligation to collect rents in arrears for the benefit of English Creek. Any rents which are delinquent or otherwise not paid at the time of Closing, and collected by the Partnership or English Creek within ninety (90) days after Closing shall be apportioned as aforesaid and the portion to which English Creek is entitled shall be promptly remitted by the Partnership to English Creek. English Creek shall have no claim to rents collected ninety (90) days after the Closing Date. English Creek retains the right to pursue its remedies against Tenants after Closing for any delinquent rents or other amounts owed to English Creek (other than proceedings to evict Tenant or terminate its lease). The Partnership shall not enter into any agreement pursuant to which any sums owed to English Creek in respect of any Lease for periods prior to the Closing are reduced, modified or waived. The Partnership's obligations to collect rent arrearages shall be limited to commercially reasonable efforts, and the Partnership shall under no circumstance be required to commence litigation against any Tenant to collect the same.

(e) All leasing commissions due or to become due prior to the Closing Date for any Leases entered into before the date hereof and all amendments, renewals and modifications thereof entered into before the date hereof, shall be paid by English Creek without contribution by, or reimbursement from, the Partnership. At Closing, the Partnership shall pay or reimburse English Creek for any leasing commissions due or to become due prior to Closing for any Leases and for any amendments, modifications or renewals of any Leases entered into after the date hereof which are entered into in accordance with the provisions of Paragraph 15(e) hereof. The Partnership shall expressly assume and be solely obligated to pay all leasing commissions payable under all Leases entered into prior to the date hereof (including all amendments, renewals and modifications thereof) which are first due or payable on or after the Closing Date, regardless of the date on which such Leases (including all amendments, renewals and modifications thereof) were executed or any of the leasing commissions therefor earned, subject only to the Partnership's right to approve any new Leases or amendments, discretionary renewals or modifications of any Leases which are not otherwise permitted pursuant to Paragraph 15(e), below. English Creek shall be responsible for the costs of, and shall pay or perform prior to Closing any tenant improvements and allowances for work performed or required to be performed (or paid, as applicable) prior to the Closing Date by or on behalf of English Creek for all Leases (including all amendments, renewals and modifications thereof)

entered into on or before the date of this Agreement for any of the Real Property. The Partnership shall assume, pay or reimburse (as applicable) English Creek on the Closing Date for the costs of any tenant improvements and allowances for work to first be performed after the Closing Date pursuant to Leases (including all amendments, renewals and modifications thereof) entered into prior to the date of this Agreement; and all costs of tenant improvements and allowances incurred by or on behalf of English Creek in connection with any Leases (including all amendments, renewals and modifications thereof) entered into after the date of this Agreement for any of the Real Property, provided the same were approved by the Partnership or are otherwise permitted as set forth in Paragraph 15(e) hereof and provided that such costs are set forth on Exhibit "C" hereto.

(f) Amounts paid or payable as fees or expenses under any of the Licenses assigned at Closing, shall be prorated as of the Closing Date but all amounts refundable under unassigned and unassignable Licenses shall belong to English Creek.

(g) English Creek shall be solely responsible for the payment of any "roll back taxes" assessed or imposed upon any of the Real Property under the "Farmland Assessment Act of 1964," Chapter 58, Laws of 1964, N.J.S.A. 54:4 23-1 et seq., as amended or otherwise, which relate to any period prior to the Closing Date, and English Creek agrees to indemnify, defend and save the Partnership harmless (including attorneys' fees) from and against any claim for such taxes.

(h) Miscellaneous income including, without limitation, telephone and vending machine income, if any, shall be prorated as of the Closing Date.

(i) All of the provisions of this Paragraph 7 and English Creek's and the Partnership's respective rights and obligations hereunder shall survive the Closing.

8. Possession Of Property.

(a) English Creek shall deliver possession to the Real Property to the Partnership on the Closing Date, subject only to the Permitted Exceptions.

(b) the Partnership shall assume, by execution of the Assignments, all of English Creek's obligations in, to and under the Contracts, the Licenses and Leases. Notwithstanding the foregoing, the Partnership shall not assume management, leasing or brokerage agreements provided, however, that the Partnership shall remain liable for leasing commissions as set forth in Paragraph 7(e), above.

(c) All of the provisions of this Paragraph 8 and English Creek's and the Partnership's respective rights and obligations hereunder shall survive the Closing.

9. Representations Of English Creek, The English Creek Limited Partners and The Partnership.

(a) English Creek hereby represents and warrants, as follows, all of which shall be true and correct at, and as of, the Effective Date:

(1) English Creek is a limited partnership duly organized and validly existing under the laws of the State of New Jersey, and is in good standing in such state.

(2) English Creek has all necessary power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, without the consent or authorization of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have been or will be given, prior to the Closing. This Agreement constitutes, and the other documents and instruments to be delivered by English Creek pursuant hereto when delivered will constitute, the legal, valid and binding obligations of English Creek, enforceable against English Creek in accordance with their respective terms.

(3) Except as set forth in Exhibit "O" attached hereto and made a part hereof, there is no litigation, proceeding or action pending or, to the best of English Creek's knowledge, threatened against or relating to English Creek or its Property which might materially and adversely affect English Creek or its Property or which questions the validity of this Agreement or any action taken or to be taken by English Creek pursuant hereto. English Creek shall remain responsible to defend, and shall indemnify and hold the Partnership harmless from and against all liability, cost and expense relating to the litigation identified in on Exhibit "O", which obligation shall survive the Closing.

(4) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will constitute a violation or be in conflict with or constitute a default under any term or provision of the English Creek's limited liability agreement or any other material agreement, instrument or lease to which English Creek is a party, subject to any required consents or authorizations of, or notices to, third parties from whom such consents or authorizations will be obtained or to whom notices will be given prior to Closing.

(5) True, correct and complete copies of all of the following, together with any modifications or amendments thereof, but only if and to the extent the same are in English Creek's possession or control, have been or will be delivered, or made available, to the Partnership within five
(5) days following the execution of this Agreement: (i) Leases and rent rolls; (ii) Contracts; (iii) leases of equipment, vehicles and other tangible personal property used by English Creek in connection with the ownership and operation of the Property (the "Personal Property Leases"); (iv) Licenses;
(v) surveys; (vi) title reports; (vii) engineering reports; and (viii) environmental reports.

(6) To the best of English Creek's knowledge, (i) all of the Leases, Contracts and Personal Property Leases and Licenses, are in full force and effect, (ii) there has been no action or failure to act by English Creek or any other party to any Lease, Contract or Personal Property Lease which, with the giving of notice or the passage of time or both, would constitute a default in any material respect or otherwise entitle either party to damages or a right to terminate; and (iii) English Creek has not received from any other party written notice with respect to the condition of the Property or the use or repair of the same or of any alleged default by English Creek under any such Lease, or Personal Property Lease or License. Except as set forth on Exhibit "P", each of the Contracts is terminable at will without penalty or cancellation fee upon no more than thirty (30) days prior written notice but, except as hereinafter expressly provided, unless otherwise directed by the Partnership, the Contracts shall not be terminated by English Creek as of Closing. Anything in this Agreement to the contrary notwithstanding, any and all existing management agreements and brokerage or leasing agreements shall be terminated as of Closing. The Partnership shall assume all Contracts not terminated at Closing pursuant to the Assignment.

(7) English Creek shall indemnify and hold the Partnership harmless of, from and against any and all claims and liabilities arising out of the employment of any individuals by English Creek and its affiliates, whether as employees or independent contractors. As of the Closing, there are and shall be no liens against the Real Property arising under the Employee Retirement Income Security Act of 1974, as amended, nor any other compensation or employment related lien or liability that could become the responsibility of the Partnership after the Closing. The Partnership shall be under no obligation to assume any of English Creek's employees, it being English Creek's sole responsibility and obligation to provide severance arrangements, if any, for all such employees. This Paragraph shall survive Closing.

(8) To English Creek's actual knowledge, there are no public improvements in the nature of off-site improvements or otherwise, which have been ordered to be made and/or which have not heretofore been assessed and, to English Creek's actual knowledge, there are no special or general assessments currently affecting or pending against the Real Property or any portion thereof.

(9) English Creek has not been served with written notice that it has been named as a party in any litigation, administrative proceeding or investigation naming English Creek as a responsible party or potentially responsible party for any liability for clean-up costs, natural resource damages or other damages or liability for prior disposal or release of Hazardous Substances, Hazardous Wastes or other environmental pollutants or contaminants. For purposes of this Agreement, "Hazardous Substances" means those elements and compounds which are designated as such in Section 101(14) of the Comprehensive Response, Compensation and Liability Act (CERCLA), 42 U.S.C. Section 9601 (14), as amended, all petroleum products and by-products, and any other hazardous substances as that term may be further defined in any and all applicable federal, state and local laws (including, in New Jersey, the New Jersey Industrial Site Recovery Act (ISRA); and "Hazardous Wastes" means any hazardous waste, residential or household waste, solid waste, or other waste as defined in applicable federal, state and local laws. English Creek has not received any summons,

citation, directive, letter or other written communication, from any governmental or quasi-governmental authority concerning any intentional or unintentional action or omission on English Creek's part which either (a) resulted in the releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping of Hazardous Substances or Hazardous Wastes, or (b) related in any way to the generation, storage, transport, treatment or disposal of Hazardous Substances or Hazardous Wastes.

(10) True and correct copies of the income and expense statements for the Property, and a current rent roll certified by English Creek, will be delivered to the Partnership upon execution of this Agreement.

(11) English Creek has received no written notice of any violation of any of the licenses, permits, consents, authorizations, approvals, and certificates of any regulatory, administrative or other governmental agency or body, if any, issued to or held by the English Creek and related to the ownership or operation of the Property (collectively, the "Permits"), and there is no pending or, to the actual knowledge or English Creek, threatened proceeding which could result in the revocation or cancellation of, or inability of English Creek to renew, any Permit.

(12) To the best of English Creek's knowledge, except as set forth in Exhibit "Q" attached hereto and made a part hereof, all management fees, leasing commissions and tenant improvement allowances are fully paid, there are no brokerage commissions owing by English Creek with respect to any of the Leases or otherwise related to the Property which have not been paid, and there are no ongoing commission or leasing fee obligations.

(13) English Creek has received no written notice from any insurance company which has issued a policy with respect to the Property or by any board of fire underwriters (or other body exercising similar functions) claiming any defects or deficiencies or requesting the performance of any repairs, alterations or other work, and English Creek will promptly notify the Partnership of any such notice or requirement if such notice is received prior to the Closing.

(14) English Creek is not a "foreign person" and will deliver to the Partnership, at the Closing, a statement certifying that it is not a "foreign person" within the meaning of the Internal Revenue Code of 1986, as amended.

(15) English Creek has not received written notice from any governmental agency or authority of outstanding material violations issued by governmental authorities having jurisdiction over the Real Property.

(16) Except as may be set forth in a Lease as specifically noted on Exhibit "C", there are no options, rights of first refusal or conditional sales agreements regarding the purchase and sale of the Real Property.

(17) There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Property other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "C". No tenant has advised English Creek that English Creek is in default under any of the Leases, or asserted any claim or basis for any claim for free or reduced rent or right of set off against the landlord or the rent under the Leases, and English Creek and its agent have no actual knowledge of any default or any event which has taken place which, with the passage of time, or the delivery of notice, or both, could become an event of default. English Creek has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by English Creek except as additional collateral for the existing mortgage upon the Property which shall be satisfied at or before Closing. No holder of any such collateral assignment has asserted or exercised any of its right to collect such rents. Each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "C" are the actual rents, income and charges being collected by English Creek under the Leases. Except for the Lockheed Martin fit-out requirement under the applicable lease, for which English Creek will remain obligated post-Closing to complete, all obligations of English Creek which it is required to complete pursuant to any Lease (or any unsigned lease proposal or lease amendment) has been completed as of this date or shall be completed as of Closing, and all costs therefore have been or shall be paid by English Creek, and all of English Creek's work has or shall have been accepted by the Tenant without exception on or before Closing, other than routine punch list items, which items shall remain the responsibility of English Creek following Closing, and which obligation shall expressly survive Closing. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. No tenant of the Property under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "C", no security deposits by tenants have heretofore been returned or applied to charges against the tenants.

(18) To the best of English Creek's knowledge, the Property and the continued operation and use thereof comply with all applicable requirements of federal, state and local law, and all applicable requirements of governmental bodies or agencies having jurisdiction thereof, no portion of the Property lies within a flood hazard area, flood plain or wetland; and there are no outstanding notices of any violations issued by governmental authority having jurisdiction over the Property.

(19) To the best of English Creek's knowledge, no Hazardous Substances (defined below) and no Hazardous Wastes (defined below) are present on the Property including, without limitation, asbestos, flammable substances, explosives, radioactive materials, hazardous wastes, toxic substances, pollutants, pollution, contaminant, polychlorinated byphenyls ("PCBs"), urea formaldehyde foam insulation, radon, corrosive, irritant, biologically infectious materials, petroleum product, garbage, refuse, sludge, hazardous or waste materials, and there has been no use of the Property that may, under any federal, state or local environmental statute, ordinance or regulation, require, at any time, any closure or cessation of the use or occupancy of the Property and/or impose, at any time, upon the owner of the Property any clean-up or other monetary obligation. English Creek hereby indemnifies and holds

the Partnership harmless of, from and against any and all liability, loss or damage suffered or incurred as a result of a claim, demand, cost or judgment in favor of a third party, including, without limitation, any governmental authority, arising from the deposit, storage, disposal, burial, dumping, injecting, spilling, leaking, or other placement or release in or on the Property of Hazardous Substances or Wastes during English Creek's period of ownership. To the best of English Creek's knowledge, neither the Property nor any portion thereof, have been identified on the federal CERLIS, the National Priorities List (40 C.F.R. Part 300, App. B) or any state or local list of potential hazardous waste disposal sites or as an industrial establishment. English Creek has conducted a complete and thorough inspection and test of the underground storage tanks located on the Property, if any, and English Creek has confirmed that, to the best of its knowledge, the results thereof show compliance with all requirements of the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. Sections 6901 et seq. and all other applicable federal, state and local laws, and English Creek has taken all other necessary and appropriate action to comply fully therewith.

(20) To the best of English Creek's knowledge, all adequate utilities, useable public sanitary and storm sewers, public water facilities, electric facilities and, if any, gas facilities (collectively, the "Utilities"), are installed in, and are duly connected to, the Real Property, the sanitary sewer system has been dedicated to and accepted by the Municipal Utilities Authority, and can be used without charge except the normal and usual metered utility charges and water and sewer charges. All Utilities required for the operation of the Property either enter the Property through adjoining public streets or, if they pass through adjoining public land, do so in accordance with valid public easements or private easements which will inure to the benefit of the Partnership at no cost to the owner of the Property. All of said Utilities are installed and operating and all installation, connection and "tap-in" charges have been paid for in full.

(21) No work has been performed or is in progress at, and no materials have been furnished to the Property which, though not presently the subject of, might give rise to construction, mechanic's, materialmen's, municipal or other liens against the Property or any portion thereof, except that for which full and complete releases have been obtained. If any lien for any such work is filed before or after Closing, English Creek shall promptly discharge the same.

(22) To the best of English Creek's knowledge, none of the artwork being a part of the Personal Property was prepared on a "work for hire" basis and none of the artwork was commissioned after 1991.

(23) To the best of English Creek's knowledge, all applicable charges, fees and assessments (including condominium fees, to the extent applicable) and any and all other sums due under declarations, cross-easements and like agreements to which the Property or any portion thereof may be subject, have been paid, and no special assessments thereunder are pending, there is no constituted Board of Directors for the Property or the development and all consents and approvals required to be obtained under any such declarations, cross-easements and like agreements have been obtained pursuant to the requirements of such

documentation and English Creek shall pay for all 1997 retension basin charges due to the adjacent Shopping Center under that certain Declaration dated ________________, 19__.

(24) To the best of English Creek's knowledge, all debts, liabilities, and obligations of English Creek arising out of the construction, ownership, and operation of the Property including, but not limited to, construction costs, salaries, taxes, accounts payable and the like, have been paid as they became due and payable and shall continue to be so paid from the date hereof until the Closing Date.

(b) Each of English Creek, RRS, RP and Shapiro, on its own behalf, hereby represents and warrants as follows, all of which shall be true and correct on, and as of, the Effective Date:

(1) That it has received a copy of the Trust's Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 1996, the Trust's Quarterly Reports on Form 10-Q, as amended, for the fiscal quarters ended March 31, 1997, June 30, 1997 and September 30, 1997, and all Current Reports on Form 8-K filed by the Trust during fiscal 1997, the Trust's proxy statement for its annual meeting of shareholders held on May 12, 1997 and a copy of the Partnership Agreement;

(2) That the Units and the Underlying Shares (collectively, the "Securities"), are being acquired for its own account without a view to public distribution or resale and that it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Securities or any portion thereof to any other person (other than from English Creek to the English Creek Limited Partners);

(3) That it understands that the Securities have not been registered under the Securities Act or the securities laws of any state, and, as a result thereof, the Securities are "restricted securities" as defined in Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), and are subject to substantial restrictions on transfer;

(4) That it understands that the certificates evidencing the Securities shall bear a legend indicating that such Securities have not been registered under the Securities Act or any applicable state securities laws and the transferability thereof is subject to compliance with the Securities Act and applicable state securities laws;

(5) That it will not sell or otherwise transfer or dispose of any Securities or any portion thereof unless the Securities are registered under the Securities Act and any applicable state securities laws or it obtains an opinion of counsel which is satisfactory to the Partnership or the Trust, as appropriate, that the Securities may be sold in reliance on an exemption from such registration requirements, and that the Securities and certificates evidencing the same will bear a legend reflecting such restrictions;

(6) That it understands that (i) except as expressly set forth in the Registration Rights Agreement attached hereto as Exhibit "K", neither the Partnership nor the Trust has any obligation or intention to register the Securities for resale under

any federal or state securities laws and (ii) it therefore may be precluded from selling or otherwise transferring or disposing of any Securities or any portion thereof for an indefinite period of time or at any particular time;

(7) That in determining to acquire the Securities, it has relied solely upon its independent investigation, including the advice of its legal counsel and accountants or other financial and tax advisers or English Creek representatives and has, during the course of discussions concerning the acquisition of the Securities, been offered the opportunity to ask such questions and inspect such documents concerning the Partnership and the Trust and their respective businesses and affairs as it has requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied;

(8) THAT IT UNDERSTANDS THAT THE ACQUISITION OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK, and that it can bear the economic risk of the acquisition of the Securities, including the total loss of its investment;

(9) That (i) it has adequate means of providing for its current needs and financial contingencies, (ii) it has no need for liquidity in this investment, (iii) it has no debts or other obligations, and cannot reasonably foresee any other circumstances, that are likely in the future to require it to dispose of the Securities, (iv) all its investments in and commitments to non-liquid investments are, and after its acquisition of the Securities will be, reasonable in relation to its net worth and current needs, and (v) it was not formed for the specific purpose of making an investment in the Securities;

(10) That it understands that no federal or state agency has approved or disapproved the Securities, passed upon or endorsed the merits of the offering of the Securities hereunder, or made any finding or determination as to the fairness of the Securities for investment; and

(11) That it understands that the Securities are being offered and distributed in reliance on specific exemptions from the registration requirements of federal and state securities laws and that each of the Partnership and the Trust is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of such exemption and the suitability of English Creek and the English Creek Limited Partners to acquire the Securities. In this regard it understands that Common Shares will only be issued upon the conversion or redemption of, or otherwise pursuant to, the Units, if an exemption from the registration requirements of the Securities Act is then available for such issuance;

(12) It is an accredited investor, as defined in Rule 501(a) of Regulation D adopted under the Securities Act.

(c) It is agreed and understood that the Partnership intends to perform its own due diligence, investigation and analysis in connection with the transaction contemplated by this Agreement. If and to the extent that the Partnership determines prior to the Due Diligence

Termination Date that any or all of the representations and warranties made in this Agreement by English Creek or the English Creek Limited Partners shall be untrue as a result of such due diligence, investigation or analysis, the Partnership shall not be entitled to rely on such representation(s) and warranty(ies) contained in this Agreement and the same shall be deemed to have been deleted from this Agreement as to such matters. Accordingly, in the event that the Partnership has now or hereafter acquires prior to the Due Diligence Termination Date actual knowledge that one or more of the representations and warranties of English Creek or the English Creek Limited Partners are not true, no such fact or circumstance known to the Partnership shall be made the basis of a claim by the Partnership of a breach of representation or warranty by English Creek or a Member, as the case may be.

(d) Notwithstanding anything to the contrary contained in this Agreement, in the event any representation, agreement or undertaking made by English Creek or the English Creek Limited Partners in this Agreement shall prove to be false and the cost or expense incurred or likely to be incurred by the Partnership as a result thereof shall not exceed $50,000 in the aggregate, such misrepresentation, agreement or undertaking shall be deemed "immaterial" and shall not give rise to any right of the Partnership to terminate or refuse to close title under this Agreement or give rise to any right of action for money damages or specific performance and the Partnership hereby waives all its rights, claims and remedies relating thereto. The Partnership's sole remedy in the event any representation, agreement or undertaking of English Creek or the English Creek Limited Partners which is discovered by the Partnership at or prior to the Closing herein shall prove to be false and the cost or expense incurred or likely to be incurred by the Partnership as a result thereof exceeds $50,000 shall be to terminate this Agreement by written notice given at or prior to Closing, which notice shall specify in detail the nature of the misrepresentation and identify in detail the costs incurred or likely to be incurred by the Partnership, and thereupon the Partnership shall receive a refund of the Deposit, and English Creek shall reimburse the Partnership for the Partnership's Reasonable Costs and Due Diligence Costs. To the extent the Partnership has actual knowledge that any representation, agreement or undertaking is false at or prior to the Closing, and does not or is not permitted to terminate this Agreement, the Partnership hereby waives all of its rights, claims and remedies relating thereto.

(e) The Partnership and the Trust hereby represent and warrant as follows, all of which shall be true and correct at, and as of, the Effective Date:

(1) The Partnership is a limited partnership duly formed and validly existing under the laws of the State of Delaware, and is in good standing with the State of Delaware. The Trust is a real estate investment trust duly formed and validly existing under the laws of the State of Maryland, and is in good standing with the State Department of Assessments and Taxation of Maryland.

(2) Subject to Paragraph 9(e)(5), below, the Partnership and the Trust have all necessary power and authority to enter into this Agreement, to perform their obligations hereunder, and to consummate the transactions contemplated hereby, without the consent or authorization of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have been or will be given, prior to the Closing. This Agreement constitutes, and the other documents and

instruments to be delivered by the Partnership and the Trust pursuant hereto when delivered will constitute, the legal, valid and binding obligations of the Partnership and the Trust, enforceable against the Partnership and the Trust in accordance with their respective terms.

(3) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (a) violate any provision of any organizational document of the Partnership or the Trust, or
(b) constitute a violation of or be in conflict with or constitute a default under any term or provision of any material agreement, instrument or lease to which the Partnership or the Trust is a party.

(4) There is no litigation, proceeding or action pending, or, to the best of the Partnership's or the Trust's knowledge, threatened against or relating to the Partnership or the Trust which might materially and adversely affect the ability of the Partnership or the Trust to consummate the transactions contemplated hereby or which questions the validity of this Agreement or any action taken or to be taken by the Partnership or the Trust pursuant hereto.

(5) The execution and delivery of this Agreement shall have been approved by the Board of Trustees of the Trust on or prior to the Due Diligence Termination Date and no further action shall thereupon be required on the part of the Partnership or the Trust to consummate the transaction contemplated hereby. The signatories for the Partnership and the Trust are authorized and empowered to bind the Partnership and the Trust to this Agreement and all transactions contemplated herein.

(6) Except as otherwise set forth in Paragraph 9(e)(5) above, in connection with the listing application with the NYSE pursuant to Paragraph 17(d) and the registration of the Underlying Shares pursuant to the Registration Rights Agreement attached hereto as Exhibit "K" and as required by any applicable state securities or "blue sky" laws, no consent, approval or authorization of, or declaration, filing or registration with, any governmental agency is required in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereunder by the Trust or the Partnership.

(7) The Partnership has sufficient funds available to consummate the transactions contemplated by this Agreement, without the necessity of third-party financing other than other than the Partnership's existing revolving credit facility administered by Nationsbank, N.A. The Partnership and the Trust acknowledge that their obligations hereunder are not conditioned upon any third party financing or capital infusion by another party.

(8) The Securities, upon issuance, if any, will be duly and validly issued, fully-paid and non-assessable.

(9) The information contained in the Trust's Annual Report on Form 10-K for the year ended December 31, 1996 was prepared in all material respects in accordance with and complied in all material respects with the requirements of the rules of the Securities and Exchange Commission, and did not at the time that it was filed contain any untrue

statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(f) As to any representation or warranty made in this Agreement which is qualified as being to the best knowledge of the Partnership or English Creek, it is agreed and understood that such party shall be under no obligation to conduct any independent investigation or inquiry regarding the matters covered by such representation and warranty. The Partnership or English Creek will be deemed to have knowledge of a particular matter only if the facts and circumstances thereof are actually known to such party making such representation or warranty.

(g) All of the representations and warranties set forth in this Paragraph 9 shall be deemed renewed by English Creek, the English Creek Limited Partners and the Partnership on the Closing Date and shall, as a condition to each party's obligation to close hereunder, be recertified by each party as being true and correct in all material respects as of the Closing Date as if made at such time (it being understood that specific, numbered representations and warranties that speak of a specified date shall only continue to speak as of the date so specified), and all such representations shall survive for a period of one year from the Closing.

10. Access To The Property.

(a) The Partnership and/or its agents and representatives, during normal business hours and after reasonable advance notice to English Creek, may enter upon any of the Real Property from time to time prior to the Closing Date, accompanied by an agent of English Creek, for purposes of conducting such inspections, investigations and/or studies as the Partnership deems necessary, including, without limitation, financial reviews, physical inspections, lease reviews and environmental reviews and testing, which activities may include test borings and soil samplings ("the Partnership's Due Diligence Activities"). The Partnership's access to the Real Property shall be subject to the rights of the Tenants of any of the Real Property, who shall not be unreasonably disturbed during any such inspection by the Partnership. The Partnership shall not engage in any activity in or about the Real Property which directly or indirectly violates the terms of any governmental or quasi-governmental statute, rule, regulation, order or practice. The Partnership shall not make any physical changes to any of the Real Property, except for test borings and soil samplings which shall be performed only by licensed engineers reasonably acceptable to English Creek and only after three (3) business days' prior notice to English Creek. The Partnership may contact any governmental or quasi-governmental authorities concerning the Property without the prior written approval of English Creek. English Creek shall have the opportunity to observe any and all action taken by the Partnership or its representatives, consultants, agents, etc. pursuant to this Paragraph 10. All information set forth in any document which English Creek has granted to the Partnership the express right to review, if any, shall be held in strict confidence until Closing and thereafter in the event Closing does not occur. If the Partnership violates its obligations under this Paragraph 10(a) or in the event of any physical damage to any of the Real Property or any Personal Property resulting, directly or indirectly, from the exercise by the Partnership of its rights under this Paragraph
10(a), the Partnership hereby agrees to restore the Real Property and Personal Property to their respective

conditions prior to incurring such damage. The Partnership hereby agrees to indemnify, defend and hold harmless English Creek from and against all physical damage to any of the Real Property and Personal Property, personal injury and/or any other claims or liability which may occur as a result of the Partnership's (or the Partnership's agents, employees, invitees or licensees) entry or activities upon any of the Real Property. The provisions of this Paragraph 10(a) shall survive Closing or other termination of this Agreement.

(b) The Partnership, or any of the Partnership's consultants performing physical tests on the Real Property shall maintain public liability insurance policies (naming English Creek as an additional named insured with respect to any liability occurring on the Real Property), with combined single limit coverage of at least $1,000,000, insuring against claims arising as a result of the inspections of the Partnership, its agents, employees or such contractors at any of the Real Property. A certificate of insurance evidencing the foregoing coverage shall be delivered to English Creek prior to the Partnership's or any of the Partnership's consultants' entry on to any of the Real Property.

(c) In the event Closing does not occur or this Agreement is terminated, the Partnership shall promptly return to English Creek any documents obtained from English Creek or English Creek's agents and deliver to English Creek, without charge, copies of all written test results, studies, reports and similar materials obtained by or on behalf of the Partnership relating to any of the Real Property.

11. Due Diligence Period; Additional Provisions.

(a) During the period commencing on the Effective Date and ending at 5:00 p.m. E.S.T. on the Due Diligence Termination Date, the Partnership may, subject to the provisions set forth in Paragraph 10 above, review all plans and specifications, condition of title, agreements relating to and the availability of utilities, environmental conditions, the physical condition of the existing improvements, compliance by the Property with zoning, licensing and all other governmental requirements, Leases for any of the Real Property, operating statements pertaining to the Property and all other aspects and conditions of the Property which the Partnership may decide to review (collectively, "the Partnership's Due Diligence Activities"), all as the Partnership shall deem appropriate). In connection with the Partnership's Due Diligence Activities, English Creek has delivered or will deliver to the Partnership various documents, reports and materials (collectively, the "English Creek Due Diligence Materials"). THE PARTNERSHIP UNDERSTANDS AND HEREBY ACKNOWLEDGES AND AGREES THAT THE ENGLISH CREEK DUE DILIGENCE MATERIALS ARE BEING DELIVERED TO THE PARTNERSHIP WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER BY ENGLISH CREEK OR BY THE PREPARER OF SUCH ENGLISH CREEK DUE DILIGENCE MATERIALS, WITH THE SOLE EXCEPTION OF ANY REPRESENTATION OR WARRANTY AS TO THE CORRECTNESS, ACCURACY OR COMPLETENESS THEREOF WHICH IS EXPRESSLY SET FORTH IN THIS AGREEMENT.

(b) If, as a result of the Partnership's Due Diligence Activities or otherwise, the Partnership shall conclude, for any reason or for no reason, that it does not wish to proceed with the transaction contemplated by this Agreement, it may terminate this Agreement

by written notice delivered to and received by English Creek on or before 5:00 P.M. E.S.T. on the Due Diligence Termination Date (as to which date time shall be of the essence), with a simultaneous copy thereof to the Escrow Agent. In the event of such timely termination of this Agreement by the Partnership, the Escrow Agent shall make the delivery of funds contemplated under Paragraph 1 of the Escrow Terms, and this Agreement shall thereupon be null and void and of no further force or effect, except as to those matters which expressly survive such termination.

(c) English Creek shall obtain, prior to the Closing the Non-Applicability Letter from the NJDEP or its successor. In furtherance of the foregoing, English Creek shall apply for the Non-Applicability Letter promptly after the Effective Date, and shall pursue the same diligently and in good faith.

(d) The Partnership agrees to prepare and forward to English Creek, at the Partnership's sole cost and expense, certificates (the "Estoppel Certificates") for execution by the Tenants which shall, at the Partnership's election, either (i) be in such form or contain such information as the Tenant from whom request is made is obligated under its Lease to execute and deliver for execution by the Tenants (the "Required Form"), or (ii) in the form annexed hereto as Exhibit "R". English Creek agrees to deliver the Estoppel Certificates to the Tenants promptly after the Partnership's written election as to the form to be used (which election shall be made not later than five (5) days after the date hereof), and to use all reasonable and diligent efforts to obtain executed copies of same from such Tenants prior to the Closing. It shall be a condition to the Partnership's obligations hereunder that, at or prior to Closing, Estoppel Certificates shall have been obtained from at least 75% of the Tenants at each Property, including those identified on Exhibit "S" annexed hereto and made a part hereof (the "Identified Tenants"), BUT ONLY IF THE INITIAL REQUEST MADE OF SUCH TENANT WAS FOR AN ESTOPPEL CERTIFICATE IN THE REQUIRED FORM, provided, however, if an estoppel in the Required Form is not obtained from an Identified Tenant, English Creek may, in lieu thereof, deliver its certificate containing the information set forth on the Required Form, which certificate shall serve as English Creek's representation as to the facts stated therein, which representation shall survive for a period of six (6) months following the Closing. In no event shall the Partnership's obligations under this Agreement be conditioned, in whole or in part, upon the delivery of Estoppel Certificates from any Tenant in other than the Required Form.

12. Condemnation. English Creek covenants and warrants that English Creek has not received any written notice of any condemnation proceeding or other proceeding in the nature of eminent domain in connection with the Real Property, and has no actual knowledge of any threatened condemnation. As used herein, a "material taking" shall mean a taking of either an entire Real Property, more than twenty percent (20%) of a Building or more than 10% of the parking area of a Real Property. If, prior to the Closing, any such proceeding affecting a material portion of any of the Real Property is commenced, English Creek agrees promptly to notify the Partnership thereof. In the event of a material taking of one or more Real Property or commencement of proceedings in connection with such a taking, the Partnership may, at its sole option exercised by delivery of written notice thereof within ten (10) days after receipt of such written notice thereof,
(x) proceed to Closing as provided in this Paragraph 12 without an abatement of the Consideration and at Closing English Creek shall assign to the Partnership, without recourse, all condemnation proceeds paid or payable with respect thereto; or (y)

terminate this Agreement with respect to the Property as to which a material taking has occurred, whereupon this Agreement shall terminate with respect to such Real Property and this Agreement shall continue in full force and effect with respect to all of the remaining Real Property, and at Closing, the Partnership shall pay to English Creek the aggregate of the Allocated Prices for the remaining Real Property. Provided the Partnership shall have waived its right to terminate this Agreement with respect to the Real Property so taken, as provided above, English Creek shall not, from and after the Due Diligence Termination Date, settle or adjust any claims relating to a condemnation without the Partnership's prior approval, which shall not be unreasonably withheld or delayed.

13. Damage By Fire Or Other Casualty.

(a) English Creek shall promptly notify the Partnership of damage to the Improvements occurring by reason of casualty during the period between the Effective Date and the Closing Date. English Creek shall timely notify any insurance companies with respect to any damage and shall promptly submit claims for such damage. Provided the Partnership shall have waived its right to terminate this Agreement with respect to the Real Property so damaged, as provided below, English Creek shall not, from and after the Due Diligence Termination Date, settle or adjust any claims relating to a casualty without the Partnership's prior approval, which shall not be unreasonably withheld or delayed.

(b) If (i) any portion of the Improvements is damaged by fire or casualty after the Execution Date and the Improvements so damaged are not repaired or restored on or before Closing to substantially the condition existing prior to the damage, and (ii) at the time of Closing, the estimated cost of repairs by reason of such fire or casualty to the Improvements, as determined by an independent adjuster is, with respect to any of the Real Property so damaged, an amount equal to or less than ten percent (10%) of the Consideration allocated for such Real Property, there shall be no abatement or adjustment in the Consideration and, provided the loss or damage is a covered loss under English Creek's insurance policy, the Partnership shall be required to purchase all of the Real Property in accordance with the terms of this Agreement and, at Closing, English Creek shall assign to the Partnership, without recourse, all insurance claims and proceeds with respect thereto (less sums theretofore expended, if any, by English Creek for emergency repairs or barricades) and English Creek shall credit the Partnership at Closing with the amount of any applicable deductible. English Creek shall have no liability or obligation with respect to the condition of any of the Real Property as a result of any such fire or casualty. If the repair to, or the restoration of, the Improvements so damaged has not been completed as aforesaid and, at the time of Closing, the estimated cost of such repair or restoration, as determined by such independent adjuster, for any of the Real Property is an amount which is greater than ten percent

(10%) of the Consideration allocated for the applicable Real Property, the Partnership may, at its sole option, (x) proceed to Closing as provided in this Paragraph 13(b) without an abatement of the Consideration and at Closing English Creek shall assign to the Partnership, without recourse, all insurance claims and proceeds with respect thereto (less sums theretofore expended, if any, by English Creek for emergency repairs or barricades) and English Creek shall credit the Partnership at Closing with the amount of any applicable deductible; or (y) terminate this Agreement with respect to the Property which have suffered damage to the Improvements by fire or other casualty in an amount which exceeds ten percent (10%) of the Consideration allocated for such Real Property(s) whereupon this Agreement shall terminate with respect to such damaged Real Property(s) and this Agreement shall continue in full force and effect with respect to all of the remaining Real Property, and at Closing, the Partnership shall pay to English Creek the aggregate of the Considerations for the remaining Real Property. The Partnership shall assign all of its right, title and interest in and to any and all insurance policies and insurance proceeds relating to such of the Real Property for which this Agreement has been terminated.

14. Default.

(a) If the Partnership shall default in its obligations to pay the Consideration and complete Closing in accordance with the terms of this Agreement, then, as English Creek's sole and exclusive remedy therefor, English Creek shall be entitled to retain the Deposit as liquidated and agreed upon damages for the losses and injuries which English Creek shall have sustained and suffered as a result of the Partnership's default, and thereupon this Agreement and the Partnership's obligations hereunder shall be terminated except as expressly provided in this Agreement. It is agreed that the provisions of this Paragraph 14(a) for liquidated and agreed upon damages are a bona fide provision for such and are not a penalty, the parties understanding that by reason of the withdrawal of the Real Property from sale to the general public at a time when other parties would be interested in purchasing such Real Property, that English Creek shall have sustained damages which will be substantial, but will not be capable of determination with mathematical precision. Therefore, this provision for liquidated and agreed upon damages has been incorporated as part of this Agreement as a provision beneficial to both parties.

(b) If English Creek shall default in its obligation to deliver any of the Deeds or other items described in Paragraph 5 hereof, upon the Partnership's (i) tender of the full Consideration and (ii) compliance with all of the material terms and conditions of this Agreement, the Partnership shall have the sole option of terminating this Agreement and receiving the return of the Deposit, together with payment by English Creek of (A) the Partnership's Reasonable Costs, and (B) the Partnership's actual, documented out-of-pocket costs and expenses incurred in connection with its Due Diligence Activity, not to exceed Fifteen Thousand Dollars ($15,000) ("Due Diligence Costs") for the Property and the Other Properties or (Y) to seek specific performance of English Creek's obligation to convey the Real Property in accordance with this Agreement. If the Partnership elects to terminate this Agreement, upon payment of the sums described above, English Creek shall be released and relieved of any further liability and this Agreement shall thereupon be null and void. Except as expressly set forth above, the Partnership hereby waives any right which the Partnership may have to any lis pendens or other lien or encumbrance against any of the Real Property, equitable relief, consequential or punitive damages, loss of profits, costs related to in-house or other overhead allocations, and damages. The remedies set forth herein shall be the Partnership's sole remedies pursuant to this Agreement, or otherwise at law or in equity shall become null and void if Closing occurs (except as to obligations hereunder which by their terms expressly survive Closing), and shall not apply to a defect in title, the remedies for which are set forth in Paragraph 5(b) hereof, or to any inability on the part of English Creek to perform its obligations under this Agreement.

15. Operations Prior To Closing.

(a) English Creek agrees to operate the Property between the Effective Date and the Closing Date in the same general manner as English Creek has operated the Property during the immediately preceding six (6) month period, paying all costs and expenses as they come due, and in any event prior to Closing, and maintaining all insurance coverage currently in force.

(b) English Creek shall comply with all of the obligations of landlord under the Leases and all other agreements and contractual arrangements affecting the Real Property by which English Creek is bound or to which the Real Property, or any of them, are subject, and which will be binding upon the Partnership or a lien upon such Real Property, after the Closing.

(c) English Creek shall notify the Partnership promptly of English Creek's receipt of any notice from any party alleging that English Creek is in default of its obligations under any of the Leases or any Permit or agreement affecting the Real Property, or any portion or portions thereof.

(d) No contract for or on behalf of or affecting the Real Property shall be negotiated or entered into which cannot be terminated by English Creek upon the Closing without the payment of a specific charge, cost, penalty or premium for such termination.

(e) Except with the prior written consent of the Partnership, which the Partnership agrees it shall not unreasonably withhold, condition or delay, English Creek shall not enter into any new leases for any portion of the Real Property. Any new lease shall be on the Partnership's customary form (which may vary to reflect customary negotiated revisions thereto), or such other form which is reasonably acceptable to the Partnership. Further, except with the prior written consent of the Partnership, which the Partnership agrees it shall not unreasonably withhold, condition or delay, or as set forth above, English Creek shall not amend, extend (except where required under the terms of the Lease in question), terminate (except by reason of a tenant's default), accept surrender of, or permit any assignments or subleases of, any of the Leases (except as may be required under such Lease), nor accept any rental more than one (1) month in advance (exclusive of any security deposit).

(f) English Creek shall not make or permit to be made any capital improvements or additions to the Real Property, or any portion thereof, without the prior written consent of the Partnership, except those made by English Creek pursuant to the express requirements of this Agreement, those made by tenants pursuant to the right to do so under their Leases, or by English Creek if required by applicable law or ordinance, or as required under any Lease.

(g) English Creek shall timely bill all tenants for all rent billable under Leases, and use commercially reasonable efforts to collect any rent in arrears.

(h) English Creek shall notify the Partnership of any tax assessment disputes (pending or threatened) prior to Closing, and from and after the Due Diligence Expiration Date, English Creek not agree to any changes in the real estate tax assessment, nor settle, withdraw or otherwise compromise any pending claims with respect to tax assessments relating to the current or any subsequent year, without the Partnership's prior written consent, which shall not be unreasonably withheld, delayed or conditioned. If any proceedings shall result in any reduction of assessment and/or tax for the tax year in which the Closing occurs, it is agreed that the amount of tax savings or refund for such tax year, less the reasonable fees and disbursements in connection with such proceedings, shall be apportioned between the parties as of the date real estate taxes are apportioned under this Agreement. All refunds relating to any tax year prior to the Closing shall be the sole property of English Creek, and all refunds relating to any year subsequent to the year in which Closing occurs shall be the sole property of the Partnership. Each party agrees to promptly remit to the other any refund received by it which is the property of the other.

(i) English Creek shall notify the Partnership promptly of the occurrence of any of the following:

(i) Receipt of notice from any governmental or quasi-governmental agency or authority or insurance underwriter relating to the condition, use or occupancy of the Real Property, or any portion thereof;

(ii) Receipt of any notice of default from any tenant or from the holder of any lien or security interest in or encumbering the Real Property, or any portion thereof;

(iii) Notice of any actual or threatened litigation against English Creek or affecting or relating to the Real Property, or any portion thereof which may materially and adversely affect the Real Property or English Creek's ability to consummate the transactions contemplated by this Agreement; or

(iv) Vacancy of any demised Property by a tenant, other than in accordance with a scheduled lease termination.

16. PROPERTY CONVEYED "AS-IS, WHERE IS". IT IS UNDERSTOOD AND AGREED THAT, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, ENGLISH CREEK IS NOT MAKING AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE ECONOMICAL, FUNCTIONAL, ENVIRONMENTAL OR PHYSICAL CONDITION OF ALL OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE, ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITIONS, AVAILABILITY OF ACCESS, INGRESS OR EGRESS, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE ECONOMICAL, FUNCTIONAL, ENVIRONMENTAL OR PHYSICAL CONDITION OF THE PROPERTY

INCLUDING, WITHOUT LIMITATION: (I) THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF ANY OF THE PROPERTY, (II) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO ANY OF THE PROPERTY AND (III) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF ANY OF THE PROPERTY. THE PARTNERSHIP AGREES THAT WITH RESPECT TO THE PROPERTY, THE PARTNERSHIP HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF ENGLISH CREEK OR ANY AGENT OF ENGLISH CREEK NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. THE PARTNERSHIP REPRESENTS THAT IT IS A KNOWLEDGEABLE THE PARTNERSHIP OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF THE PARTNERSHIP'S CONSULTANTS, AND THE REPRESENTATIONS AND WARRANTIES OF ENGLISH CREEK CONTAINED IN THIS AGREEMENT, SUBJECT, HOWEVER, TO THE LIMITATIONS CONTAINED HEREIN UPON SUCH REPRESENTATIONS AND WARRANTIES, AND THAT ENGLISH CREEK HAS OR SHALL HAVE AFFORDED THE PARTNERSHIP WITH A FULL AND COMPLETE OPPORTUNITY TO MAKE ITS OWN INDEPENDENT INVESTIGATION OF THE PROPERTY AND ALL MATTERS PERTAINING THERETO INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF AND, UPON CLOSING, SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY THE PARTNERSHIP'S INSPECTIONS AND INVESTIGATIONS. THE PARTNERSHIP ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, ENGLISH CREEK SHALL SELL AND CONVEY TO THE PARTNERSHIP AND THE PARTNERSHIP SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS," WITH ALL FAULTS, AND THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS (EXCEPT AS HEREIN SPECIFICALLY PROVIDED), COLLATERAL TO OR AFFECTING ANY OF THE PROPERTY BY ENGLISH CREEK, ANY AGENT OF ENGLISH CREEK OR ANY THIRD PARTY. THE PARTNERSHIP EXPRESSLY AGREES THAT THE TERMS AND CONDITIONS OF THIS PARAGRAPH 16 SHALL EXPRESSLY SURVIVE THE CLOSING AND NOT MERGE THEREIN AND ENGLISH CREEK IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO ANY OF THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO IN THIS AGREEMENT.

17. Conditions Precedent to Closing.

The obligations of the Partnership hereunder are subject to the fulfillment of the following conditions prior to or on the Closing Date (any one of which may be waived in whole or in part by the Partnership at or prior to the Closing) and in the event any of the conditions are not complied with, the Partnership may terminate this Agreement by notifying the English Creek and Escrow Agent and thereupon shall be returned the Deposit and thereafter this Agreement shall be null and void:

(a) Correctness of Warranties and Representations. The warranties and representations made by English Creek and the English Creek Limited Partners in this Agreement shall be true and correct on the Closing Date as though such representations and warranties were made on the Closing Date (except for changes in the Leases permitted under the terms of this Agreement).

(b) Compliance with Terms and Conditions. English Creek shall have performed and complied with all of the terms and conditions required by this Agreement, including, without limitation, the delivery of all required documents pursuant to Paragraph 6(a), to be performed and complied with by it prior to or on the Closing Date.

(c) The Partnership's Satisfaction with Inspection. The Partnership shall have notified English Creek of the Partnership's satisfaction with the inspection performed under Paragraph 11 of this Agreement, or shall fail to notify English Creek on or before the Due Diligence Expiration Date, of the Partnership's dissatisfaction with the results of such review.

(d) Exchange Approval. On or prior to the Closing Date, the Underlying Shares shall have been approved for listing with the NYSE, upon official notice of issuance.

(e) Shareholder Approval. The Partnership shall have received confirmation that the issuance of the Securities will not require approval of the Trust's security holders under the rules of the NYSE.

(f) 9.8% Limitation. The number of Underlying Shares shall not exceed that number that is equal to 9.8% of the number of outstanding Common Shares of the Trust.

(g) Issuance of the Units. The issuance of the Units, if any, shall be (i) exempt from the registration requirements of the Securities Act and (ii) either exempt from, or registered pursuant to, any applicable state securities or "blue sky" registration requirements.

18. Brokers.

(a) English Creek and the Partnership each represent to the other that neither English Creek nor the Partnership has dealt with any real estate broker, dealer or salesman in connection with the subject transaction.

(b) English Creek and the Partnership shall and hereby each agree to indemnify, defend, and hold harmless the other from and against any loss, damage, or claim resulting from a breach of the representations of English Creek and the Partnership set forth in Paragraph 18(a) hereof.

(c) The provisions of this Paragraph 18 shall survive Closing hereunder, or any other termination of this Agreement.

19. Notices. All notices, requests and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered (i) in person, or (ii) by certified mail, return receipt requested, or (iii) by recognized overnight delivery service providing positive tracking of items (for example, Federal Express), or (iv) by confirmed telecopier, in each case addressed as follows (or at such other address of which English Creek or the Partnership shall have given notice as herein provided):

If to the Partnership, addressed to:

Brandywine Operating Partnership, L.P.

Newtown Square Corporate Campus
16 Campus Boulevard
Suite 150
Newtown Square, PA 19073
Attn: Gerard H. Sweeney,
President and Chief Executive Officer

with a copy in each instance to:

Brad A. Molotsky, General Counsel
Brandywine Operating Partnership, L.P.
Newtown Square Corporate Campus
16 Campus Boulevard
Suite 150
Newtown Square, PA 19073

If to English Creek or Member, addressed to:

English Creek Partners #2,
Limited Partnership
20 E. Clementon Road, Suite 201
Gibbsboro, New Jersey 08026
Attention: R. Randle Scarborough

with a copy in each instance to:

Kelly Young, Esquire
20 East Clementon Road, Suite 202
Gibbsboro, New Jersey 08026

If to Escrow Agent, addressed to:

M. Gordon Daniels, Esquire Commonwealth Land Title Insurance Company 1700 Market Street Philadelphia, Pennsylvania 19103

or to such-other address or addresses and to the attention of such other person or persons as any of the parties may notify the other in accordance with the provisions of this Agreement. All such notices, requests and other communications shall be deemed to have been sufficiently given for all purposes hereof only if given pursuant to the foregoing requirements as to both manner and address, and only upon receipt (or refusal to accept delivery) by the party to whom such notice is sent. Notices by the parties may be given on their behalf by their respective attorneys.

20. Successors And Assigns. Except to a subsidiary or related party, the Partnership may not assign this Agreement or any rights herein or any portion hereof without the prior written consent of English Creek, which may be withheld for any reason or for no reason, except that no such consent shall be required to an assignment of this Agreement by the Partnership to the Trust or a subsidiary of the Partnership. This Agreement shall apply to, inure to the benefit of and be binding upon and enforceable against the parties hereto and their respective permitted successors and assigns, to the same extent as if specified at length throughout this Agreement.

21. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one and the same Agreement.

22. Time Of The Essence. Time is of the essence of each and every provision in this Agreement. If any time period or date ends on a day or time which is a weekend, legal holiday or bank holiday, such period shall be extended to the same time on the next business day.

23. Judicial Interpretation. Should any provision of this Agreement require judicial interpretation, it is agreed that the court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agent prepared the same, it being agreed that the agents of all parties have participated in the preparation of this Agreement.

24. Captions And Recitals. The captions contained herein are not a part of this Agreement and are included solely for the convenience of the parties.

25. Entire Agreement. This Agreement and the Exhibits and Schedules attached hereto contains the entire agreement between the parties relating to the acquisition of the Property, all prior negotiations between the parties are merged by this Agreement and there are no promises, agreements, conditions, undertakings, warranties or representations, oral or written, express or implied, between them other than as herein set forth. No change or modification of this Agreement shall be valid unless the same is in writing and signed by the parties hereto. No waiver of any of the provisions of this Agreement, or any other agreement referred to herein, shall be valid unless in writing and signed by the party against whom it is sought to be enforced.

26. Governing Law; Venue.

(a) This Agreement and the rights and duties of the parties hereto and the validity, construction, enforcement and interpretation of this Agreement shall be governed by the laws of the State of New Jersey.

(b) With regard to any litigation arising out of or involving this Agreement, each party hereto: (i) irrevocably submits to the jurisdiction of the state and federal courts of the State of New Jersey and agrees and consents to service of process being made upon it in any legal proceeding arising out of or in connection herewith by service of process provided by the law of the State of New Jersey; (ii) irrevocably waives, to the fullest extent permitted by law, any objection which it now or hereafter may have to the laying of venue of any litigation arising out of or in connection with this Agreement brought in the State Courts of New Jersey or the United States District Court for the District of New Jersey; (iii) irrevocably waives any claims that any litigation brought in any such court has been brought in an inconvenient forum; and (iv) irrevocably agrees that any legal proceeding against any party hereto arising out of or in connection with this Agreement shall be brought in either the State Courts of New Jersey or the United States District Court for the District of New Jersey.

27. Confidentiality. Each of the parties to this Agreement covenants that it shall not communicate the terms or any aspect of this transaction prior to the Closing with any person or entity other than the other parties to this Agreement, except for the Trust, and the Partnership's agents, consultants, counsel and representatives in connection with the Partnership's Due Diligence Activities and financing purposes, unless the Trust is advised by its counsel that applicable securities laws and regulations require. In addition, the Partnership covenants that if it undertakes any investigation of the Property, it shall conduct such investigation of the Property as described herein and with the degree of confidentiality as the Partnership would apply with respect to its own proprietary information. Notwithstanding the foregoing, at any time after expiration of the Due Diligence Period, the Partnership may issue one or more press releases (which shall not disclose financial terms), if necessary or appropriate to comply with applicable securities laws and regulations.

28. Limitation Of Liability. No recourse shall be had for any obligation of the Partnership of the Trust under this Agreement or under any document executed in connection herewith or pursuant hereto, or for any claim based thereon or otherwise in respect thereof, against any past, present or future trustee, shareholder, partner, officer or employee of whether by virtue of any statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being expressly waived and released by English Creek and all parties claiming by, through or under English Creek.

Except for breaches of the representations or warranties as stated in Section 9 or 18 herein which shall be full recourse obligations to the general partners of English Creek, no recourse shall be had for any obligation of English Creek under this Agreement or under any document executed in connection herewith or pursuant hereto, or for any claim based thereon or otherwise in respect thereof, against any past, present or future limited partner, general partner or employee of English Creek whether by virtue of any statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being expressly waived and released by the Partnership and all parties claiming by, through or under the Partnership.

29. SEC Reporting Requirements. For the period of time commencing on the date hereof and continuing through the first anniversary of the Closing Date, English Creek shall, from time to time, upon reasonable advance written notice from the Partnership, provide the Trust and its representatives, with access to all financial and other information then in English Creek's possession pertaining to the period of English Creek's ownership and operation of the Real Property, which information is relevant and reasonably necessary, in the opinion of the Trust's outside, third party accountants (the "Accountants"), to enable the Trust and its Accountants to prepare financial statements in compliance with any or all of (a) Rule 3-05 or 3-14 of Regulation S-X of the Securities and Exchange Commission (the "Commission"), as applicable; (b) any other rule issued by the Commission and applicable to the Trust; and (c) any registration statement, report or disclosure statement filed with the Commission by, or on behalf of the Trust. English Creek shall deliver to the Trust's accountants a representation letter (the "Letter"), in the form annexed hereto as Exhibit "T", provided that the Partnership (and any assignee or designee acquiring title to the Real Property) shall indemnify and hold English Creek harmless from and against any claim, damage, loss or liability including, without limitation, legal fees incurred by English Creek in investigating, defending against or settling any such matter and the amount of any such settlement to which English Creek is at any time subjected, bonafide or not, by any person who is not a party to this Agreement as a result of its delivery of the information described in this Paragraph, or delivery of the Letter. The Partnership acknowledges that English Creek is not making any representation or warranty regarding such information as is delivered in accordance with the terms of this Paragraph except to the extent set forth in the Letter or otherwise expressly set forth in this Agreement.

30. Partial Invalidity. If any term, covenant or condition of this Agreement, or the application thereof, to any person or circumstance shall be invalid or unenforceable at any time or to any extent, then the remainder of this Agreement, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby. Each term, covenant and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law.

31. No Recordation. The Partnership shall not be entitled to record this Agreement or a memorandum or other notice of this Agreement in any public office. This Paragraph shall be deemed to be a specific directive to the officials of such public office NOT to accept this Agreement or a memorandum or other notice of this Agreement for recordation in any form whatsoever. Any violation of the provisions of this Paragraph 32 shall constitute an immediate default by the Partnership under this Agreement.

32. Tender. Formal tender of an executed deed and purchase money is hereby waived by the Partnership.

33. Further Assurances. After the Closing, English Creek shall execute, acknowledge and deliver, for no further consideration, all assignments, transfers, deeds and other documents as the Partnership may reasonably request to vest in the Partnership and perfect the Partnership's right, title and interest in and to the Property.

34. Jury Trial Waiver. THE PARTNERSHIP AND ENGLISH CREEK HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT EACH MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT AND AGREE THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

35. No Offer. THE DELIVERY OF THIS AGREEMENT DOES NOT CONSTITUTE AN OFFER AND THIS AGREEMENT SHALL NOT BE BINDING AND SHALL HAVE NO FORCE AND EFFECT UNLESS AND UNTIL A FULLY EXECUTED COUNTERPART HEREOF HAS BEEN DELIVERED TO EACH OF THE PARTIES. IT IS EXPRESSLY UNDERSTOOD THAT ENGLISH CREEK HAS NO OBLIGATION TO EXECUTE THIS AGREEMENT.

36. Indemnification.

Without limitation of any other English Creek indemnity obligations set forth herein, from and after the Closing Date, English Creek shall indemnify, defend and save and hold harmless the Partnership and the Trust, and their respective partners, trustees, directors, officers and employees, of, from and against any and all loss, cost, expense, damage, claim, and liability, including reasonable attorney's fees and court costs, including, without limitation, attorney's fees and costs associated with the enforcement of English Creek's indemnification obligations for all claims brought within one year of such Closing (hereinafter collectively, "Losses") which the Partnership or the Trust may suffer or incur, resulting from, relating to, or arising in whole or in part, from or out of (i) any misrepresentation or breach of a representation or warranty by English Creek contained in this Agreement; (ii) any failure to fulfill any covenant or agreement of English Creek contained in this Agreement; (iii) all litigation set forth in this Agreement and on Exhibits hereto; (iv) any and all actions, suits, investigations, proceedings, demands, assessments, audits, judgments, and/or claims arising out of or relating to any of the foregoing.

Promptly after receipt by the Partnership or the Trust of written notice of the commencement of any suit, audit, demand, judgment, action, investigation or proceeding (a "Third Party Action") or promptly after the Partnership or the Trust incurs a Loss or has knowledge of the existence of a Loss, the Partnership or the Trust, as the case may be, will, if a claim with respect thereto is to be made against English Creek due to English Creek's obligation to provide indemnification hereunder, give English Creek written notice of such Loss or the commencement of any Third Party Action; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve English Creek of any of its obligations hereunder. Promptly after receiving such notice, English Creek will, upon notice to the Partnership or the Trust, as the case may be, have the right to assume and control the defense and settlement of any such Third Party Action at its own cost and expense; provided, however, that it shall be a condition precedent to the exercise of such right by English Creek that English Creek shall agree in writing that the Loss, or Third Party Action, as the case may be, is properly within the scope of the indemnification obligation and that as between the parties, English Creek shall be responsible to satisfy and discharge such Third Party Action. English Creek shall not enter into any resolution or other compromise of a Third Party Action without obtaining the complete release of the Partnership or the Trust, as appropriate, for any liability to all claimants under or pursuant to such Third Party Action. The Partnership or the Trust, as the case may be, shall have the right to participate in any such defense, contest or other protective action at its own cost and expense.

Notwithstanding the foregoing, the Partnership or the Trust, as the case may be, shall have the right to assume and control the defense and settlement of a Third Party Action (a) if such action includes claims for equitable relief which, if determined adversely to the Partnership or the Trust, as the case may be, could reasonably be expected to interfere with its intended business operations or damage its business reputation or (b) if English Creek fails to do so in a timely manner. In any circumstances in which the Partnership or the Trust, as the case may be, undertakes to control the Third Party Action as provided in this paragraph, it shall (i) not enter into any resolution or other compromise involving monetary damages without obtaining the prior written consent of English Creek provided that such written consent may not be withheld if it would interfere with the Partnership's or the Trust's, as the case may be, business operation and (ii) keep English Creek informed on an ongoing basis of the status of such Third Party Action and shall deliver to English Creek, copies of all documents related to the Third Party Action reasonably requested by English Creek. The Partnership or the Trust, as the case may be, shall act to assure that all attorneys' fees and expenses incurred in connection therewith are reasonable.

IN WITNESS WHEREOF, intending to be legally bound hereby, the parties have duly executed this Agreement as of the day and year first above stated.

ENGLISH CREEK PARTNERS
#2, LIMITED PARTNERSHIP

By:  /s/ R. Randle Scarborough
     ------------------------------
     R. Randle Scarborough, its
        authorized general partner


     /s/ Raymond Perkins
     ------------------------------
     Raymond Perkins


     /s/ Steven L. Shapiro
     ------------------------------
     Steven L. Shapiro

BRANDYWINE OPERATING PARTNERSHIP, L.P.

By: BRANDYWINE REALTY TRUST, its sole
general partner

By:  /s/ Gerard H. Sweeney
     ------------------------------
     Name:  Gerard H. Sweeney
     Title:  President & CEO

BRANDYWINE REALTY TRUST

By:  /s/ Gerard H. Sweeney
     ------------------------------
     Name:  Gerard H. Sweeney
     Title:  President & CEO

EXECUTIONS CONTINUED

The Undersigned Hereby Acknowledges
Receipt Of The Deposit And Agrees To
Hold And Apply The Same In Accordance
With The Provisions Of The Escrow Terms

Commonwealth Land Title Insurance Company:

By:  /s/ M. Gordon Daniels
     ----------------------
     M. Gordon Daniels

EXECUTION

500 SCARBOROUGH DRIVE

AGREEMENT

AMONG

ENGLISH CREEK PARTNERS #2, LIMITED PARTNERSHIP,

R. RANDLE SCARBOROUGH, RAYMOND PERKINS AND STEVEN L. SHAPIRO

BRANDYWINE OPERATING PARTNERSHIP, L.P.

AND

BRANDYWINE REALTY TRUST

Dated as of December 5, 1997

Exhibit A          Description of Land
Exhibit B          List of Contracts
Exhibit C          Certified Rent Roll
Exhibit D          Permitted Exceptions
Exhibit E          Excluded Personal Property
Exhibit F          The Other Properties
Exhibit G          Form of Deed
Exhibit H          Bill of Sale
Exhibit I          Form of Assignment(s)
Exhibit J          Form of Non-Foreign Person Certification
Exhibit K          Registration Rights Agreement
Exhibit L          Tax Indemnity Agreement
Exhibit M          Investor Questionnaire
Exhibit N          $1,500,000 Guaranty
Exhibit O          Pending Litigation
Exhibit P          Contracts Not Terminable with 30 days Notice
Exhibit Q          Outstanding Brokerage Commissions and TI
                   Commission to George Mintz & Co. to be paid and Closing;
                   T/I under the Martin-Marietta Lease to be paid by Seller
Exhibit R          Form of Estoppel Certificate
Exhibit S          Identified Tenants
Exhibit T          Representation Letter

Exhibit 10.5

1007 LAUREL OAK ROAD

AGREEMENT

THIS AGREEMENT is made and entered into as of the 5th day of December, 1997 by and among Laurel Oak Road, L.L.C., a New Jersey limited liability corporation having its principal office at Scarborough Properties, 20 East Clementon Road, Suite 201, Gibbsboro, New Jersey 08026 ("Laurel Oak"), Sean Scarborough ("SS") and R. Randle Scarborough ("RRS"), the members of Laurel Oak (together, the "Members"), BRANDYWINE REALTY TRUST, a Maryland real estate investment trust (the "Trust"), and BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership or its nominee, having an address at Newtown Square Corporate Campus, 16 Campus Boulevard, Suite 150, Newtown Square, Pennsylvania 19073 (the "Partnership").

RECITALS

A. Laurel Oak is the owner of a certain tract of land being comprised of two (2) parcels of property, being Lot 70 of Block 195.01 (formerly Lots 70 and 71), together with the building and improvements thereon, containing approximately 78,205 rentable square feet, commonly known as 1007 Laurel Oak Road, Voorhees, New Jersey as more fully described on Exhibit "A" attached hereto; and

B. Laurel Oak desires and hereby agrees to sell or contribute, and the Partnership desires and hereby agrees to acquire or accept, all of Laurel Oak's right, title and interest in and to the Property (as hereinafter defined), subject to and on the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the mutual promises and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions Of Certain Terms. For all purposes of this Agreement, the following terms shall have the respective meanings set forth below:

"Agreement" shall mean this document entitled "Agreement", all exhibits and schedules attached hereto or made a part hereof and all amendments to this Agreement which are agreed to in writing and signed by all of the parties hereto.

"Assignments" shall have the meaning ascribed to that term in Paragraph 5(f) hereof.

"Closing" shall have the meaning ascribed to that term in Paragraph 4 hereof. The date upon which the Closing actually occurs shall be the "Closing Date."

"Common Shares" shall mean the common shares of beneficial interest, par value $.01 per share, of the Trust.

"Contracts" shall mean all contracts and agreements with respect to the management (excluding property management agreements), operation, supply, maintenance, repair or construction affecting any of the Property, to the extent assignable by Laurel Oak, all as described in Exhibit "B" attached hereto and made a part hereof.

"Deposit" shall mean the Deposit delivered by the Partnership to Escrow Agent pursuant to Paragraph 3(a) hereof, together with all interest earned thereon, if any.

"Due Diligence Termination Date" shall mean 5:00 p.m. E.S.T. on December 9, 1997.

"Effective Date" shall mean the date on which this Agreement has been fully executed and delivered by all parties hereto to each other.

"Escrow Agent" shall mean Commonwealth Land Title Insurance Company, 1700 Market Street, Philadelphia, Pennsylvania 19103.

"Escrow Terms" shall mean the escrow agreement to be entered of even date herewith between the Escrow Agent, Laurel Oak and the Partnership.

"Improvements" shall mean those certain buildings and other improvements constructed and located on the Land as described on Exhibit "A".

"Land" shall mean that certain parcel of real property located at 1007 Laurel Oak Road, Voorhees, New Jersey.

"Leases" shall mean those certain leases (and guarantees thereof, if any) listed on Exhibit "C" attached hereto and made a part hereof, or hereafter entered into by Laurel Oak, as landlord, in accordance with the terms of this Agreement, for any space within any of the Improvements located on any of the Land.

"Licenses" shall mean the licenses, permits, approvals and agreements affecting any of the Real Property.

"Permitted Exceptions" shall mean with respect to any of the Real Property (i) the lien of real estate taxes, water rent and sewer charges that are not due and payable on the Closing Date, (ii) the printed exclusions, conditions and stipulations contained in the Commitment (as hereinafter defined), (iii) additional exceptions to title set forth in Exhibit "D" to this Agreement, (iv) special assessments which become a lien on any of the Real Property on or after the Closing Date, and (v) such other title matters existing on the Closing Date which are accepted or deemed accepted by the Partnership pursuant to Paragraph 5 hereof; and (vii) the rights of Tenants of any of the Real Property pursuant to the Leases for all or any portion of any of the Real Property.

"Personal Property" shall (except as specifically excluded on Exhibit "E" hereto) mean all of Laurel Oak's right, title and interest in and to the tangible personal property including, without limitation, furniture, furnishings, equipment, machinery and fixed and movable fixtures, together with all component and replacement parts, owned by Laurel Oak, situated on any of the Real Property on the Closing Date, and all artwork, renderings, flags, awnings and trade dress; all architects', engineers', surveyors' and other real estate professionals' plans, specifications, certifications, reports, data or other technical descriptions (including, without limitation, all environmental, structural and mechanical inspection reports) to the extent the same are in Laurel Oak's possession and are not proprietary in nature, and all building names and Laurel Oak's rights, if any, in and to the name "1007 Laurel Oak Road."

"Property" shall mean the Real Property and such of the Contracts, Leases, Licenses, Personal Property and other rights, titles, interests and obligations which pertain to the Real Property and are intended to be contributed, conveyed, sold or otherwise transferred to the Partnership by Laurel Oak pursuant to this Agreement.

"Real Property" shall mean the Land and the Improvements.

"Tenants" shall mean the tenants under the Leases.

"Trust" shall mean Brandywine Realty Trust, a Maryland real estate investment trust, the sole general partner of the Partnership.

"Underlying Shares" shall mean the Common Shares issuable upon the conversion or redemption of, or otherwise pursuant to, the Units issuable hereunder.

2. Acquisition Of The Property. On the Closing Date, and subject to the terms and conditions set forth in this Agreement, Laurel Oak shall sell or contribute, at Laurel Oak's sole discretion, assign, transfer and convey to the Partnership and the Partnership shall purchase or accept, as the case may be, from Laurel Oak the following:

(a) All right, title and interest of Laurel Oak in and to all of the Real Property;

(b) All right, title and interest of Laurel Oak, if any, in any land lying in the bed of any street, road, avenue or alley, open or closed, in front of or adjoining any of the Land, to the center line thereof;

(c) All right, title and interest of Laurel Oak, if any, in any easements, covenants, rights of way, privileges, hereditaments and other rights appurtenant to any of the Real Property;

(d) to the extent assignable to the Partnership and approved by the Partnership, all right, title and interest of Laurel Oak in and to the Contracts and the Licenses relating to any of the Real Property;

(e) all right, title and interest of Laurel Oak in and to the Leases; and

(f) all right, title and interest of Laurel Oak in and to the Personal Property.

3. Consideration And Time Of Payment. The consideration (the "Consideration") to be received by Laurel Oak from the Partnership in exchange for the Property shall be Six Million One Hundred Thousand Dollars ($6,100,000) less the amount of principal and accrued interest secured by a mortgage on the Property if and to the extent such principal and accrued interest is not repaid at the Closing, as adjusted pursuant to Paragraph 7 of this Agreement which shall be paid to Laurel Oak in the following manner:

(a) On the Effective Date, the Partnership shall deliver a check, subject to collection, in the amount of Twenty Thousand Dollars ($20,000) to the Escrow Agent, which check shall be payable to the order of the Escrow Agent and shall be held and disbursed pursuant to the Escrow Terms. Thereafter, within two (2) business days following the Due Diligence Expiration Date, the Partnership shall deliver a check, subject to collection, in the amount of Ten Thousand Dollars ($10,000) to the Escrow Agent, which check shall be payable to the order of the Escrow Agent and shall be held and disbursed pursuant to the Escrow Terms. In the event that Laurel Oak elects, pursuant to subparagraph (c) below, to receive all of the Consideration in Units in exchange for the contribution of the Property, the Escrow Agent shall release the Deposit to the Partnership at the Closing.

(b) The balance of the Consideration shall be paid to Laurel Oak at the Closing by wire transfer of immediately available funds to an account designated by Laurel Oak.

(c) In lieu of receiving the Consideration pursuant to subparagraphs (a) and (b) above, Laurel Oak may elect, at its option, to receive all or a portion of the Consideration in the form of Class A Units of Limited Partnership Interest ("Units") in the Partnership in exchange for the contribution to the Partnership of all or a portion, as the case may be, of the Property (such amount being estimated as approximately $1,530,000 worth of units (i.e., $6,100,000 - $4,570,000). Laurel Oak may make such election by providing the Partnership written notice no later than thirty (30) days prior to the Closing Date. Such election notice shall state the dollar amount of the Consideration to be received in Units. The number of Units issuable in satisfaction of the applicable portion of the Consideration that Laurel Oak elects to be so received shall be computed by dividing the aggregate dollar amount of such applicable portion of the Consideration by the Computed Market Price. The term "Computed Market Price" shall mean the average closing price for the Common Shares as reported by the New York Stock Exchange (the "NYSE") for the ten (10) trading day period immediately preceding the Due Diligence Termination Date. The distributions declared by the Partnership in respect of the Class A Units issuable pursuant to this Agreement during the initial calendar quarter in which the Closing occurs shall be pro-rated by the Partnership based on the number of days the Class A Units are outstanding during such quarter. For example, if the Class A Units issuable pursuant to this Agreement are issued on December 1, 1997, each of such Class A Units shall be entitled to receive an amount equal to one-third of the amount of the distribution payable to a Class A Unit that was outstanding during the full quarter.

(d) The transaction contemplated by this Agreement is conditioned upon the closing of the sale of the other properties identified on Exhibit "F" attached hereto (the "Other Properties"), so that no one or more of the Other Properties and the Property hereunder may be sold without all of the Property being sold unless expressly provided for in writing by the parties hereto and in any event the Deposit hereunder and thereunder shall be deemed a single deposit for the entire transaction.

4. Closing. The closing of the transactions contemplated by this Agreement (the "Closing") shall be held on or before December 12, 1997, but in any event no later than fifteen (15) days next following the Due Diligence Termination Date, at the offices of the Partnership, Plaza 1000 at Main Street, Suite 400, Voorhees, New Jersey, commencing at 10:00 a.m., time being of the essence.

5. Title And Conveyance Of The Property.

(a) At Closing, title to the Real Property shall be insurable at regular rates by Commonwealth Land Title Insurance Company (the "Title Insurer"), free and clear of all liens, encumbrances and restrictions other than the Permitted Exceptions; provided, however, that if title to any of the Real Property is not insurable as aforesaid, the Partnership's sole right and remedy shall be as set forth in Paragraph 5(b) below.

(b) (i) The Partnership has applied for a title insurance commitment (1992 ALTA Form with Creditor's Rights Exclusion Deleted) to be issued by the Title Insurer ("Commitment"), agreeing to issue to the Partnership, upon recording of the Deeds (as hereinafter defined) for each of the Real Property, an owner's policy of title insurance as above specified ("Title Policy"). Said Commitments shall agree to insure the proposed title of the Partnership to each of the Real Property subject only to the Permitted Exceptions and such other title exceptions as the Partnership has agreed to accept or is deemed to have accepted pursuant to this Paragraph. If any of the Commitments disclose any title exceptions in addition to the Permitted Exceptions and the Partnership objects to such additional title exceptions (the "Title Defects"), the Partnership shall notify Laurel Oak of such Title Defects with sufficient specificity to enable Laurel Oak to respond. The Partnership's notice of any Title Defects shall be given in writing to Laurel Oak no later than the date which is five (5) business days prior to the Due Diligence Termination Date, together with the Commitments and copies of all matters of record raised therein as exceptions thereto, after which the Partnership shall be deemed to have waived any and all Title Defects not so raised, except for Title Defects which are disclosed to the Partnership in continuations of title issued subsequent to the issuance of the Commitments, unless the Partnership fails to object to same in writing within three (3) business days after the Partnership's receipt of the continuation of title in which the same is disclosed, in which case the Partnership will be deemed to have waived such additional Title Defects. Laurel Oak shall have the right, but not the obligation (except as otherwise specifically provided), to cure such Title Defects and, if Laurel Oak elects to attempt to cure the Title Defects but has not cured same on or before the Closing Date, then the Closing Date may be extended by Laurel Oak at its sole option for up to thirty (30) days to enable Laurel Oak to effect such cure.

(ii) In the event that either (a) Laurel Oak is unable to convey title in accordance with the terms of this Agreement, (b) Laurel Oak elects not to cure or cause the removal of any exception to title, except as required in subparagraph (iii) below, or (c) if Laurel Oak is unable to satisfy any other conditions to the Partnership's obligations under this Agreement, then (except as otherwise specifically provided in subparagraph
(iii) below) the sole liability of Laurel Oak shall be to (A) direct the Escrow Agent to return the Deposit to the Partnership and (B) reimburse the Partnership for the reasonable charges imposed by the Title Company for preparation of the Commitments (without the issuance of a policy) and for the reasonable fees paid by the Partnership to update the existing surveys (collectively "the Partnership's Reasonable Costs"), and upon such payments being made, this Agreement shall be deemed canceled and the parties hereto shall be released of all obligations and liabilities hereunder, except as to any provisions which expressly survive a termination of this Agreement; and the Partnership shall have no rights of action against Laurel Oak in law or in equity, for damages or, except for the purpose of enforcing Laurel Oak's contractual obligations under subparagraph (iii) below, for specific performance. Notwithstanding the foregoing, the Partnership shall have the right to waive any conditions to the Partnership's obligations hereunder, in which event Laurel Oak shall make the deliveries provided for herein to the Partnership to the extent that Laurel Oak is able so to do, and there shall be no reduction in the Consideration in such event.

(iii) Notwithstanding the provisions of the foregoing paragraph, if the condition of title to the Real Property at the Closing is other than that which the Partnership is required or agrees to accept hereunder solely by reason of any mortgages or other monetary liens (hereinafter referred to as "Liens") which can be satisfied or remedied by the payment of a liquidated amount of money not to exceed the Purchase Price, Laurel Oak shall not have the right to cancel this Agreement and Laurel Oak shall either (aa) discharge, satisfy, or bond the same or (bb) deliver such funds to be held in escrow required by the Title Company, in either event so that the Title Company shall affirmatively insure the full and complete discharge of the foregoing and shall agree to omit the same as an exception to its title insurance policy.

(iv) Notwithstanding anything to the contrary contained in this Agreement, Laurel Oak shall have no duty nor be required to take any action, to institute any proceedings or to incur any expense (other than as may be expressly required in subparagraph (iii) above) in order to remedy or remove any objections to title or otherwise to render title in accordance with the terms called for in this Agreement.

(c) The Partnership expressly understands, acknowledges and agrees that any failure by the Partnership to notify Laurel Oak in writing of any Title Defects on or before the expiration of the Due Diligence, shall for all purposes be deemed to be an acceptance by the Partnership of such Title Defects as if they were one or more of the Permitted Exceptions.

(d) At Closing, Laurel Oak will convey fee simple title to the Real Property by a Bargain and Sale Deed with covenant against grantor's acts (the "Deed"), subject in all cases to the Permitted Exceptions, in the forms attached hereto and made a part hereof as Exhibit "G".

(e) At Closing, Laurel Oak will transfer all of its right, title and interest in and to the Personal Property to the Partnership by executing a Bill of Sale ("Bill of Sale") in the form attached hereto and made a part hereof as Exhibit "H".

(f) At Closing, Laurel Oak will assign all of Laurel Oak's right, title, and interest, and the Partnership shall assume all of the obligations from and after the Closing Date, in, to and under the Leases, Licenses and the Contracts for the Property, by executing an Assignment and Assumption Agreement in the form attached hereto and made a part hereof as Exhibit "I" (the "Assignments").

6. Closing Documents.

(a) At the Closing, as a condition of the Partnership's obligation to close hereunder, Laurel Oak shall deliver or cause to be delivered the following:

(i) The Deed, executed by Laurel Oak, covering the Real Property (and separate quitclaim deeds to the Real Property utilizing new ALTA survey descriptions, if requested);

(ii) The Bills of Sale executed by Laurel Oak covering the Personal Property;

(iii) The Assignments, executed by Laurel Oak;

(iv) As many signed originals (or true and correct copies of same) of the Contracts, Leases, Licenses, and other items covered by the Assignments as are in the possession or control of Laurel Oak;

(v) All machinery and/or equipment operating manuals, technical data and other documentation relating to the building systems and equipment, and all machinery, equipment and other building warranties and guarantees, if any, but only to the extent that any of the same are in the possession or control of Laurel Oak;

(vi) All master and duplicate keys, combinations and codes to all locks and security devices for the Improvements which are in the possession or control of Laurel Oak;

(vii) Written notice from Laurel Oak or Laurel Oak's managing agent to each Tenant in form reasonably satisfactory to the Partnership stating that the Real Property have been sold to the Partnership and that tenant security deposits (if any) in Laurel Oak's possession have been transferred to the Partnership and directing the Tenants to make future rental payments to the Partnership at the address designated by the Partnership;

(viii) Non-foreign person certification in the form attached hereto as Exhibit "J";

(ix) All building records and Tenant lease files with respect to the Real Property which are in the possession of Laurel Oak;

(x) Each bill of current real estate taxes, sewer charges and assessments, water charges and other utilities and to the extent in Laurel Oak's possession or control, bills for each of the same for the three
(3) years, together with proof of payment thereof (to the extent same have been paid);

(xi) All plans, specifications, as-built drawings, surveys, site plans, and final, written reports of architects, engineers and surveyors, and any other Personal Property forming part of the Property or any portion thereof, but only to the extent that the same exist and are in the possession of Laurel Oak or any property manager controlled by Laurel Oak;

(xii) An affidavit or affidavits of title in favor of the Title Insurer on the form used by such Title Insurer, in form reasonably acceptable to Laurel Oak to enable the Title Insurer to issue the Commitments described in Paragraph 5(b)(i). The Partnership shall require affirmative endorsements against mechanic's liens, consistent with Laurel Oak's obligations under Paragraph 5(b)(iii), above;

(xiii) A letter, from the New Jersey Department of Environmental Protection or its successor ("NJDEP") stating that the provisions of the Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq., the regulations promulgated thereunder and any successor legislation and regulations are inapplicable to the Real Property (the "Non-Applicability Letter");

(xiv) Subject to the provisions of Paragraph 11(d), below, Estoppel Letters, if any, received from Tenants;

(xv) Updated rent rolls, which shall be certified by Laurel Oak to be correct and complete as of Closing Date;

(xvi) Proof as to the due authorization and execution by Laurel Oak of the documents executed and delivered by Laurel Oak;

(xvii) Such affidavits of title or other certifications as shall be required by the Title Company to insure the Partnership's title to the Property as set forth in Section 3, and to provide affirmative endorsements (a) against mechanic's liens, (b) insuring against any violation of existing covenants, conditions or restrictions, and insuring that future violation will not result in forfeiture of title, (c) insuring that all foundations in place as of the date of such policy are within the lot lines and applicable set back lines, (d) insuring that the buildings and structures on the Property do not encroach onto adjoining land or onto any easements,
(e) insuring that confirming that there are no encroachments of improvements from adjoining land onto the Property (f) removing any exceptions for matters which an accurate survey would disclose, and (g) providing affirmative insurance with respect to such other matters as the Partnership or its lender shall specify;

(xviii) A Registration Rights Agreement in the form attached hereto as Exhibit "K" executed by Laurel Oak and the Members;

(xix) The closing certificate required pursuant to this Agreement;

(xx) An executed counterpart to the Agreement of Limited Partnership of the Partnership (the "Partnership Agreement") signed by each of the Members;

(xxi) An executed Tax Indemnity Agreement in the form of Exhibit "L" attached hereto;

(xiii) An executed $350,000 Guaranty by M. Sean Scarborough in the form of Exhibit "M" attached hereto; and

(xxiii) An executed Investors Questionnaire in the form attached hereto as Exhibit "N".

(b) At the Closing, as a condition of Laurel Oak's obligation to close hereunder, the Partnership shall deliver or cause to be delivered the following:

(i) The balance of the Consideration (in immediately available funds or Units in accordance with Paragraph 3);

(ii) A replacement Maintenance Bond or Letter of Credit in the amount of $80,491.14 benefitting Voorhees Township, New Jersey;

(iii) The Assignments, executed by the Partnership;

(iv) An agreement by the Partnership not to sell the Property for four years, including an indemnity for the Partnership's breach thereof;

(v) A Registration Rights Agreement in the form attached hereto as Exhibit "K" and Tax Indemnity in the form of Exhibit "L" executed by the Trust; and

(vi) The closing certificate required pursuant to Paragraph 9.

7. Prorations And Closing Costs. All matters involving prorations or adjustments to be made to the Consideration in connection with the Closing and not specifically provided for in any other provision of this Agreement shall be adjusted as provided below. Except as otherwise set forth herein, all items to be prorated pursuant to this Paragraph shall be prorated as of the Closing Date, with the Partnership to be treated as the owner of the Property, for purposes of prorations of income and expenses, on and after the Closing Date.

(a) Real estate taxes and all other ad valorem taxes, if any, with respect to the Real Property for the applicable fiscal or calendar year in which the Closing occurs shall be prorated on a per diem basis. If the amount of such taxes is not known on the Closing

Date, taxes will be prorated on the basis of the most recently ascertainable tax bill. There shall be no proration of Laurel Oak's insurance premiums or assignment of Laurel Oak's insurance policies and Laurel Oak shall be entitled to cancel all of its existing policies as of the Closing Date. The Partnership shall be obligated (at its own election) to obtain any replacement policies. The amounts of all telephone, electric, sewer, water and other utility bills, trash removal bills, janitorial and maintenance service bills relating to the Property and allocable to the period prior to the Closing Date shall be determined and paid by Laurel Oak before Closing, if possible, or shall be paid promptly thereafter by Laurel Oak or adjusted between the Partnership and Laurel Oak immediately after the same have been determined. The Partnership and Laurel Oak shall to the extent necessary enter into an agreement to such effect at Closing. Laurel Oak shall attempt to have all utility meters read as of the Closing Date. Laurel Oak shall further attempt to obtain from the provider of same, all other service statements and bills of account adjusted as of the Closing Date. Laurel Oak shall be entitled to refunds of all deposits, if any, paid by Laurel Oak or Laurel Oak's predecessor-in-interest prior to Closing and held by entities providing such service, or, at Laurel Oak's option, Laurel Oak shall transfer all of Laurel Oak's right, title and interest in and to such deposits to the Partnership at Closing and shall receive a full credit for the amount of such deposits. All Contracts and other obligations in connection with the Property, to the extent the same are intended to be assumed hereunder, shall be prorated as of the Closing Date.

(b) Special assessments which have been filed as a lien against any of the Real Property on or before the Closing Date and are not payable in installments shall be paid by Laurel Oak. Special assessments which have been filed as a lien against any of the Real Property, but which are payable in installments shall be adjusted based upon the installment payment for the fiscal or calendar year in which Closing takes place and the remaining unpaid assessments shall be assumed by the Partnership. Special assessments which are or may be pending, but which have not become a lien on the Real Property as of the Closing Date, and special assessments which are filed as a lien after the Closing Date, shall be assumed and paid by the Partnership.

(c) Laurel Oak shall pay the cost of State and County transfer taxes or stamps imposed in connection with the recordation of the Deeds for the Real Property. The Partnership shall pay the expense of the title searches, title premiums and any other title insurance costs on the owner's title insurance policies and the cost of obtaining any surveys, if desired by the Partnership. The Partnership agrees to pay the expense of the legal fees of its own counsel. The cost of all of the Partnership's Due Diligence Activities (as defined below) shall be borne solely by the Partnership.

(d) Any base, minimum or similar rents under the Leases collected by Laurel Oak for a rental period or portion thereof from or after the Closing Date shall be credited to the Partnership at Closing on a per diem basis. In addition, any security deposits held by Laurel Oak for any Lease, together with the interest due thereon, if any and if required under the terms of the Lease or as required by applicable law, shall either be credited or transferred to the Partnership at Closing at Laurel Oak's option. If any tenant is in arrears in the payment of rent or additional rent on the Closing Date, rents received from such tenant ninety (90) days after the Closing Date shall be applied in the following order of priority: (a) to the Partnership, so long as

such tenant is in arrears for current or prior rent arising after Closing, then (b) to Laurel Oak for all rent in arrears prior to the Closing Date; and then (c) to the Partnership with no further claim by Laurel Oak thereto. Except as herein provided, the Partnership is not under any obligation to collect rents in arrears for the benefit of Laurel Oak. Any rents which are delinquent or otherwise not paid at the time of Closing, and collected by the Partnership or Laurel Oak within ninety (90) days after Closing shall be apportioned as aforesaid and the portion to which Laurel Oak is entitled shall be promptly remitted by the Partnership to Laurel Oak. Laurel Oak shall have no claim to rents collected ninety (90) days after the Closing Date. Laurel Oak retains the right to pursue its remedies against Tenants after Closing for any delinquent rents or other amounts owed to Laurel Oak (other than proceedings to evict Tenant or terminate its lease). The Partnership shall not enter into any agreement pursuant to which any sums owed to Laurel Oak in respect of any Lease for periods prior to the Closing are reduced, modified or waived. The Partnership's obligations to collect rent arrearages shall be limited to commercially reasonable efforts, and the Partnership shall under no circumstance be required to commence litigation against any Tenant to collect the same.

(e) All leasing commissions due or to become due prior to the Closing Date for any Leases entered into before the date hereof and all amendments, renewals and modifications thereof entered into before the date hereof, shall be paid by Laurel Oak without contribution by, or reimbursement from, the Partnership. At Closing, the Partnership shall pay or reimburse Laurel Oak for any leasing commissions due or to become due prior to Closing for any Leases and for any amendments, modifications or renewals of any Leases entered into after the date hereof which are entered into in accordance with the provisions of Paragraph 15(e) hereof. The Partnership shall expressly assume and be solely obligated to pay all leasing commissions payable under all Leases entered into prior to the date hereof (including all amendments, renewals and modifications thereof) which are first due or payable on or after the Closing Date, regardless of the date on which such Leases (including all amendments, renewals and modifications thereof) were executed or any of the leasing commissions therefor earned, subject only to the Partnership's right to approve any new Leases or amendments, discretionary renewals or modifications of any Leases which are not otherwise permitted pursuant to Paragraph 15(e), below. Laurel Oak shall be responsible for the costs of, and shall pay or perform prior to Closing any tenant improvements and allowances for work performed or required to be performed (or paid, as applicable) prior to the Closing Date by or on behalf of Laurel Oak for all Leases (including all amendments, renewals and modifications thereof) entered into on or before the date of this Agreement for any of the Real Property. The Partnership shall assume, pay or reimburse (as applicable) Laurel Oak on the Closing Date for the costs of any tenant improvements and allowances for work to first be performed after the Closing Date pursuant to Leases (including all amendments, renewals and modifications thereof) entered into prior to the date of this Agreement; and all costs of tenant improvements and allowances incurred by or on behalf of Laurel Oak in connection with any Leases (including all amendments, renewals and modifications thereof) entered into after the date of this Agreement for any of the Real Property, provided the same were approved by the Partnership or are otherwise permitted as set forth in Paragraph 15(e) hereof and provided that such costs are set forth on Exhibit "C" hereto.

(f) Amounts paid or payable as fees or expenses under any of the Licenses assigned at Closing, shall be prorated as of the Closing Date but all amounts refundable under unassigned and unassignable Licenses shall belong to Laurel Oak.

(g) Laurel Oak shall be solely responsible for the payment of any "roll back taxes" assessed or imposed upon any of the Real Property under the "Farmland Assessment Act of 1964," Chapter 58, Laws of 1964, N.J.S.A. 54:4 23-1 et seq., as amended or otherwise, which relate to any period prior to the Closing Date, and Laurel Oak agrees to indemnify, defend and save the Partnership harmless (including attorneys' fees) from and against any claim for such taxes.

(h) Miscellaneous income including, without limitation, telephone and vending machine income, if any, shall be prorated as of the Closing Date.

(i) All of the provisions of this Paragraph 7 and Laurel Oak's and the Partnership's respective rights and obligations hereunder shall survive the Closing.

8. Possession Of Property.

(a) Laurel Oak shall deliver possession to the Real Property to the Partnership on the Closing Date, subject only to the Permitted Exceptions.

(b) the Partnership shall assume, by execution of the Assignments, all of Laurel Oak's obligations in, to and under the Contracts, the Licenses and Leases. Notwithstanding the foregoing, the Partnership shall not assume management, leasing or brokerage agreements provided, however, that the Partnership shall remain liable for leasing commissions as set forth in Paragraph 7(e), above.

(c) All of the provisions of this Paragraph 8 and Laurel Oak's and the Partnership's respective rights and obligations hereunder shall survive the Closing.

9. Representations Of Laurel Oak, the Members and the Partnership.

(a) Laurel Oak hereby represents and warrants, as follows, all of which shall be true and correct at, and as of, the Effective Date:

(1) Laurel Oak is a limited liability company duly organized and validly existing under the laws of the State of New Jersey, and is in good standing in such state.

(2) Laurel Oak has all necessary power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, without the consent or authorization of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have been or will be given, prior to the Closing. This Agreement constitutes, and the other documents and instruments to be delivered by Laurel Oak pursuant

hereto when delivered will constitute, the legal, valid and binding obligations of Laurel Oak, enforceable against Laurel Oak in accordance with their respective terms.

(3) Except as set forth in Exhibit "O" attached hereto and made a part hereof, there is no litigation, proceeding or action pending or, to the best of Laurel Oak's knowledge, threatened against or relating to Laurel Oak or its Property which might materially and adversely affect Laurel Oak or its Property or which questions the validity of this Agreement or any action taken or to be taken by Laurel Oak pursuant hereto. Laurel Oak shall remain responsible to defend, and shall indemnify and hold the Partnership harmless from and against all liability, cost and expense relating to the litigation identified in on Exhibit "O", which obligation shall survive the Closing.

(4) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will constitute a violation or be in conflict with or constitute a default under any term or provision of the Laurel Oak's limited liability agreement or any other material agreement, instrument or lease to which Laurel Oak is a party, subject to any required consents or authorizations of, or notices to, third parties from whom such consents or authorizations will be obtained or to whom notices will be given prior to Closing.

(5) True, correct and complete copies of all of the following, together with any modifications or amendments thereof, but only if and to the extent the same are in Laurel Oak's possession or control, have been or will be delivered, or made available, to the Partnership within five
(5) days following the execution of this Agreement: (i) Leases and rent rolls; (ii) Contracts; (iii) leases of equipment, vehicles and other tangible personal property used by Laurel Oak in connection with the ownership and operation of the Property (the "Personal Property Leases"); (iv) Licenses;
(v) surveys; (vi) title reports; (vii) engineering reports; and (viii) environmental reports.

(6) To the best of Laurel Oak's knowledge, (i) all of the Leases, Contracts and Personal Property Leases and Licenses, are in full force and effect, (ii) there has been no action or failure to act by Laurel Oak or any other party to any Lease, Contract or Personal Property Lease which, with the giving of notice or the passage of time or both, would constitute a default in any material respect or otherwise entitle either party to damages or a right to terminate; and (iii) Laurel Oak has not received from any other party written notice with respect to the condition of the Property or the use or repair of the same or of any alleged default by Laurel Oak under any such Lease, or Personal Property Lease or License. Except as set forth on Exhibit "P", each of the Contracts is terminable at will without penalty or cancellation fee upon no more than thirty (30) days prior written notice but, except as hereinafter expressly provided, unless otherwise directed by the Partnership, the Contracts shall not be terminated by Laurel Oak as of Closing. Anything in this Agreement to the contrary notwithstanding, any and all existing management agreements and brokerage or leasing agreements shall be terminated as of Closing. The Partnership shall assume all Contracts not terminated at Closing pursuant to the Assignment.

(7) Laurel Oak shall indemnify and hold the Partnership harmless of, from and against any and all claims and liabilities arising out of the employment of any individuals by Laurel Oak and its affiliates, whether as employees or independent contractors. As of the Closing, there are and shall be no liens against the Real Property arising under the Employee Retirement Income Security Act of 1974, as amended, nor any other compensation or employment related lien or liability that could become the responsibility of the Partnership after the Closing. The Partnership shall be under no obligation to assume any of Laurel Oak's employees, it being Laurel Oak's sole responsibility and obligation to provide severance arrangements, if any, for all such employees. This Paragraph shall survive Closing.

(8) To Laurel Oak's actual knowledge, there are no public improvements in the nature of off-site improvements or otherwise, which have been ordered to be made and/or which have not heretofore been assessed and, to Laurel Oak's actual knowledge, there are no special or general assessments currently affecting or pending against the Real Property or any portion thereof.

(9) Laurel Oak has not been served with written notice that it has been named as a party in any litigation, administrative proceeding or investigation naming Laurel Oak as a responsible party or potentially responsible party for any liability for clean-up costs, natural resource damages or other damages or liability for prior disposal or release of Hazardous Substances, Hazardous Wastes or other environmental pollutants or contaminants. For purposes of this Agreement, "Hazardous Substances" means those elements and compounds which are designated as such in Section 101(14) of the Comprehensive Response, Compensation and Liability Act (CERCLA), 42 U.S.C. Section 9601 (14), as amended, all petroleum products and by-products, and any other hazardous substances as that term may be further defined in any and all applicable federal, state and local laws (including, in New Jersey, the New Jersey Industrial Site Recovery Act (ISRA); and "Hazardous Wastes" means any hazardous waste, residential or household waste, solid waste, or other waste as defined in applicable federal, state and local laws. Laurel Oak has not received any summons, citation, directive, letter or other written communication, from any governmental or quasi-governmental authority concerning any intentional or unintentional action or omission on Laurel Oak's part which either (a) resulted in the releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping of Hazardous Substances or Hazardous Wastes, or (b) related in any way to the generation, storage, transport, treatment or disposal of Hazardous Substances or Hazardous Wastes.

(10) True and correct copies of the income and expense statements for the Property, and a current rent roll certified by Laurel Oak, will be delivered to the Partnership upon execution of this Agreement.

(11) Laurel Oak has received no written notice of any violation of any of the licenses, permits, consents, authorizations, approvals, and certificates of any regulatory, administrative or other governmental agency or body, if any, issued to or held by the Laurel Oak and related to the ownership or operation of the Property (collectively, the "Permits"), and there is no pending or, to the actual knowledge or Laurel Oak, threatened

proceeding which could result in the revocation or cancellation of, or inability of Laurel Oak to renew, any Permit.

(12) To the best of Laurel Oak's knowledge, except as set forth in Exhibit "Q" attached hereto and made a part hereof, all management fees, leasing commissions and tenant improvement allowances are fully paid, there are no brokerage commissions owing by Laurel Oak with respect to any of the Leases or otherwise related to the Property which have not been paid, and there are no ongoing commission or leasing fee obligations.

(13) Laurel Oak has received no written notice from any insurance company which has issued a policy with respect to the Property or by any board of fire underwriters (or other body exercising similar functions) claiming any defects or deficiencies or requesting the performance of any repairs, alterations or other work, and Laurel Oak will promptly notify the Partnership of any such notice or requirement if such notice is received prior to the Closing.

(14) Laurel Oak is not a "foreign person" and will deliver to the Partnership, at the Closing, a statement certifying that it is not a "foreign person" within the meaning of the Internal Revenue Code of 1986, as amended.

(15) Laurel Oak has not received written notice from any governmental agency or authority of outstanding material violations issued by governmental authorities having jurisdiction over the Real Property.

(16) Except as may be set forth in a Lease as specifically noted on Exhibit "C", there are no options, rights of first refusal or conditional sales agreements regarding the purchase and sale of the Real Property.

(17) There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Property other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "C". No tenant has advised Laurel Oak that Laurel Oak is in default under any of the Leases, or asserted any claim or basis for any claim for free or reduced rent or right of setoff against the landlord or the rent under the Leases, and Laurel Oak and its agent have no actual knowledge of any default or any event which has taken place which, with the passage of time, or the delivery of notice, or both, could become an event of default. Laurel Oak has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Laurel Oak except as additional collateral for the existing mortgage upon the Property which shall be satisfied at or before Closing. No holder of any such collateral assignment has asserted or exercised any of its right to collect such rents. Each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "C" are the actual rents, income and charges being collected by Laurel Oak under the Leases. Any tenant improvements which Laurel Oak is obligated to complete pursuant to any Lease (or any unsigned lease proposal or lease amendment) has been completed as of this date or shall be completed as of Closing, and all costs therefore

have been or shall be paid by Laurel Oak, and all of Laurel Oak's work has or shall have been accepted by the Tenant without exception on or before Closing, other than routine punch list items, which items shall remain the responsibility of Laurel Oak following Closing, and which obligation shall expressly survive Closing. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. No tenant of the Property under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "C", no security deposits by tenants have heretofore been returned or applied to charges against the tenants.

(18) To the best of Laurel Oak's knowledge, the Property and the continued operation and use thereof comply with all applicable requirements of federal, state and local law, and all applicable requirements of governmental bodies or agencies having jurisdiction thereof, no portion of the Property lies within a flood hazard area, flood plain or wetland; and there are no outstanding notices of any violations issued by governmental authority having jurisdiction over the Property.

(19) To the best of Laurel Oak's knowledge, no Hazardous Substances (defined below) and no Hazardous Wastes (defined below) are present on the Property including, without limitation, asbestos, flammable substances, explosives, radioactive materials, hazardous wastes, toxic substances, pollutants, pollution, contaminant, polychlorinated byphenyls ("PCBs"), urea formaldehyde foam insulation, radon, corrosive, irritant, biologically infectious materials, petroleum product, garbage, refuse, sludge, hazardous or waste materials, and there has been no use of the Property that may, under any federal, state or local environmental statute, ordinance or regulation, require, at any time, any closure or cessation of the use or occupancy of the Property and/or impose, at any time, upon the owner of the Property any clean-up or other monetary obligation. Laurel Oak hereby indemnifies and holds the Partnership harmless of, from and against any and all liability, loss or damage suffered or incurred as a result of a claim, demand, cost or judgment in favor of a third party, including, without limitation, any governmental authority, arising from the deposit, storage, disposal, burial, dumping, injecting, spilling, leaking, or other placement or release in or on the Property of Hazardous Substances or Wastes during Laurel Oak's period of ownership. To the best of Laurel Oak's knowledge, neither the Property nor any portion thereof, have been identified on the federal CERLIS, the National Priorities List (40 C.F.R. Part 300, App.
B) or any state or local list of potential hazardous waste disposal sites or as an industrial establishment. Laurel Oak has conducted a complete and thorough inspection and test of the underground storage tanks located on the Property, if any, and Laurel Oak has confirmed that, to the best of its knowledge, the results thereof show compliance with all requirements of the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. Sections 6901 et seq. and all other applicable federal, state and local laws, and Laurel Oak has taken all other necessary and appropriate action to comply fully therewith.

(20) To the best of Laurel Oak's knowledge, all adequate utilities, useable public sanitary and storm sewers, public water facilities, electric facilities and, if any, gas facilities (collectively, the "Utilities"), are installed in, and are duly connected to, the Real Property, the sanitary sewer system has been dedicated to, and accepted by, the Municipal

Utilities Authority, and can be used without charge except the normal and usual metered utility charges and water and sewer charges. All Utilities required for the operation of the Property either enter the Property through adjoining public streets or, if they pass through adjoining public land, do so in accordance with valid public easements or private easements which will inure to the benefit of the Partnership at no cost to the owner of the Property. All of said Utilities are installed and operating and all installation, connection and "tap-in" charges have been paid for in full.

(21) No work has been performed or is in progress at, and no materials have been furnished to the Property which, though not presently the subject of, might give rise to construction, mechanic's, materialmen's, municipal or other liens against the Property or any portion thereof, except that for which full and complete releases have been obtained. If any lien for any such work is filed before or after Closing, Laurel Oak shall promptly discharge the same.

(22) To the best of Laurel Oak's knowledge, none of the artwork being a part of the Personal Property was prepared on a "work for hire" basis and none of the artwork was commissioned after 1991.

(23) To the best of Laurel Oak's knowledge, all applicable charges, fees and assessments (including condominium fees, to the extent applicable) and any and all other sums due under declarations, cross-easements and like agreements to which the Property or any portion thereof may be subject, have been paid, and no special assessments thereunder are pending, there is no constituted Board of Directors for the Laurel Oak complex, no fees due to such Board, and all consents and approvals required to be obtained under any such declarations, cross-easements and like agreements have been obtained pursuant to the requirements of such documentation.

(24) To the best of Laurel Oak's knowledge, all debts, liabilities, and obligations of Laurel Oak arising out of the construction, ownership, and operation of the Property including, but not limited to, construction costs, salaries, taxes, accounts payable and the like, have been paid as they became due and payable and shall continue to be so paid from the date hereof until the Closing Date.

(b) Each of Laurel Oak, SS and RRS, on its own behalf, hereby represents and warrants as follows, all of which shall be true and correct on, and as of, the Effective Date:

(1) That it has received a copy of the Trust's Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 1996, the Trust's Quarterly Reports on Form 10-Q, as amended, for the fiscal quarters ended March 31, 1997, June 30, 1997 and September 30, 1997, and all Current Reports on Form 8-K filed by the Trust during fiscal 1997, the Trust's proxy statement for its annual meeting of shareholders held on May 12, 1997 and a copy of the Partnership Agreement;

(2) That the Units and the Underlying Shares (collectively, the "Securities"), are being acquired for its own account without a view to public distribution or resale and that it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Securities or any portion thereof to any other person (other than from Laurel Oak to the Members);

(3) That it understands that the Securities have not been registered under the Securities Act or the securities laws of any state, and, as a result thereof, the Securities are "restricted securities" as defined in Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), and are subject to substantial restrictions on transfer;

(4) That it understands that the certificates evidencing the Securities shall bear a legend indicating that such Securities have not been registered under the Securities Act or any applicable state securities laws and the transferability thereof is subject to compliance with the Securities Act and applicable state securities laws;

(5) That it will not sell or otherwise transfer or dispose of any Securities or any portion thereof unless the Securities are registered under the Securities Act and any applicable state securities laws or it obtains an opinion of counsel which is satisfactory to the Partnership or the Trust, as appropriate, that the Securities may be sold in reliance on an exemption from such registration requirements, and that the Securities and certificates evidencing the same will bear a legend reflecting such restrictions;

(6) That it understands that (i) except as expressly set forth in the Registration Rights Agreement attached hereto as Exhibit "K", neither the Partnership nor the Trust has any obligation or intention to register the Securities for resale under any federal or state securities laws and (ii) it therefore may be precluded from selling or otherwise transferring or disposing of any Securities or any portion thereof for an indefinite period of time or at any particular time;

(7) That in determining to acquire the Securities, it has relied solely upon its independent investigation, including the advice of its legal counsel and accountants or other financial and tax advisers or Laurel Oak representatives and has, during the course of discussions concerning the acquisition of the Securities, been offered the opportunity to ask such questions and inspect such documents concerning the Partnership and the Trust and their respective businesses and affairs as it has requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied;

(8) THAT IT UNDERSTANDS THAT THE ACQUISITION OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK, and that it can bear the economic risk of the acquisition of the Securities, including the total loss of its investment;

(9) That (i) it has adequate means of providing for its current needs and financial contingencies, (ii) it has no need for liquidity in this investment, (iii) it has no debts or other obligations, and cannot reasonably foresee any other circumstances, that

are likely in the future to require it to dispose of the Securities, (iv) all its investments in and commitments to non-liquid investments are, and after its acquisition of the Securities will be, reasonable in relation to its net worth and current needs, and (v) it was not formed for the specific purpose of making an investment in the Securities;

(10) That it understands that no federal or state agency has approved or disapproved the Securities, passed upon or endorsed the merits of the offering of the Securities hereunder, or made any finding or determination as to the fairness of the Securities for investment; and

(11) That it understands that the Securities are being offered and distributed in reliance on specific exemptions from the registration requirements of federal and state securities laws and that each of the Partnership and the Trust is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of such exemption and the suitability of Laurel Oak and the Members to acquire the Securities. In this regard, it understands that Common Shares will only be issued upon the conversion or redemption of, or otherwise pursuant to, the Units, if an exception from the registration requirements of the Securities Act is then available for such issuance;

(12) It is an accredited investor, as defined in Rule 501(a) of Regulation D adopted under the Securities Act.

(c) It is agreed and understood that the Partnership intends to perform its own due diligence, investigation and analysis in connection with the transaction contemplated by this Agreement. If and to the extent that the Partnership determines prior to the Due Diligence Termination Date that any or all of the representations and warranties made in this Agreement by Laurel Oak or the Members shall be untrue as a result of such due diligence, investigation or analysis, the Partnership shall not be entitled to rely on such representation(s) and warranty(ies) contained in this Agreement and the same shall be deemed to have been deleted from this Agreement as to such matters. Accordingly, in the event that the Partnership has now or hereafter acquires prior to the Due Diligence Termination Date actual knowledge that one or more of the representations and warranties of Laurel Oak or the Members are not true, no such fact or circumstance known to the Partnership shall be made the basis of a claim by the Partnership of a breach of representation or warranty by Laurel Oak or a Member, as the case may be.

(d) Notwithstanding anything to the contrary contained in this Agreement, in the event any representation, agreement or undertaking made by Laurel Oak or the Members in this Agreement shall prove to be false and the cost or expense incurred or likely to be incurred by the Partnership as a result thereof shall not exceed $50,000 in the aggregate, such misrepresentation, agreement or undertaking shall be deemed "immaterial" and shall not give rise to any right of the Partnership to terminate or refuse to close title under this Agreement or give rise to any right of action for money damages or specific performance and the Partnership hereby waives all its rights, claims and remedies relating thereto. The Partnership's sole remedy in the event any representation, agreement or undertaking of Laurel Oak or the Members which is

discovered by the Partnership at or prior to the Closing herein shall prove to be false and the cost or expense incurred or likely to be incurred by the Partnership as a result thereof exceeds $50,000 shall be to terminate this Agreement by written notice given at or prior to Closing, which notice shall specify in detail the nature of the misrepresentation and identify in detail the costs incurred or likely to be incurred by the Partnership, and thereupon the Partnership shall receive a refund of the Deposit, and Laurel Oak shall reimburse the Partnership for the Partnership's Reasonable Costs and Due Diligence Costs. To the extent the Partnership has actual knowledge that any representation, agreement or undertaking is false at or prior to the Closing, and does not or is not permitted to terminate this Agreement, the Partnership hereby waives all of its rights, claims and remedies relating thereto.

(e) The Partnership and the Trust hereby represent and warrant as follows, all of which shall be true and correct at, and as of, the Effective Date:

(1) The Partnership is a limited partnership duly formed and validly existing under the laws of the State of Delaware, and is in good standing with the State of Delaware. The Trust is a real estate investment trust duly formed and validly existing under the laws of the State of Maryland, and is in good standing with the State Department of Assessments and Taxation of Maryland.

(2) Subject to Paragraph 9(e)(5), below, the Partnership and the Trust have all necessary power and authority to enter into this Agreement, to perform their obligations hereunder, and to consummate the transactions contemplated hereby, without the consent or authorization of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have been or will be given, prior to the Closing. This Agreement constitutes, and the other documents and instruments to be delivered by the Partnership and the Trust pursuant hereto when delivered will constitute, the legal, valid and binding obligations of the Partnership and the Trust, enforceable against the Partnership and the Trust in accordance with their respective terms.

(3) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (a) violate any provision of any organizational document of the Partnership or the Trust, or
(b) constitute a violation of or be in conflict with or constitute a default under any term or provision of any material agreement, instrument or lease to which the Partnership or the Trust is a party.

(4) There is no litigation, proceeding or action pending, or, to the best of the Partnership's or the Trust's knowledge, threatened against or relating to the Partnership or the Trust which might materially and adversely affect the ability of the Partnership or the Trust to consummate the transactions contemplated hereby or which questions the validity of this Agreement or any action taken or to be taken by the Partnership or the Trust pursuant hereto.

(5) The execution and delivery of this Agreement shall have been approved by the Board of Trustees of the Trust on or prior to the Due Diligence Termination Date and no further action shall thereupon be required on the part of the Partnership

or the Trust to consummate the transaction contemplated hereby. The signatories for the Partnership and the Trust are authorized and empowered to bind the Partnership and the Trust to this Agreement and all transactions contemplated herein.

(6) Except as otherwise set forth in Paragraph 9(e)(5) above, in connection with the listing application with the NYSE pursuant to Paragraph 17(d) and the registration of the Underlying Shares pursuant to the Registration Rights Agreement attached hereto as Exhibit "K" and as required by any applicable state securities or "blue sky laws", no consent, approval or authorization of, or declaration, filing or registration with, any governmental agency is required in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereunder by the Trust or the Partnership.

(7) The Partnership has sufficient funds available to consummate the transactions contemplated by this Agreement, without the necessity of third-party financing other than other than the Partnership's existing revolving credit facility administered by Nationsbank, N.A. The Partnership and the Trust acknowledge that their obligations hereunder are not conditioned upon any third party financing or capital infusion by another party.

(8) The Securities, upon issuance, if any, will be duly and validly issued, fully-paid and non-assessable.

(9) The information contained in the Trust's Annual Report on Form 10-K for the year ended December 31, 1996 was prepared in all material respects in accordance with and complied in all material respects with the requirements of the rules of the Securities and Exchange Commission, and did not at the time that it was filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(f) As to any representation or warranty made in this Agreement which is qualified as being to the best knowledge of the Partnership or Laurel Oak, it is agreed and understood that such party shall be under no obligation to conduct any independent investigation or inquiry regarding the matters covered by such representation and warranty. The Partnership or Laurel Oak will be deemed to have knowledge of a particular matter only if the facts and circumstances thereof are actually known to such party making such representation or warranty.

(g) Each of the representations and warranties set forth in this Paragraph 9 shall be deemed renewed by Laurel Oak, the Members and the Partnership, as the case may be, on the Closing Date and shall, as a condition to each party's obligation to close hereunder, be recertified by each party as being true and correct in all material respects as of the Closing Date as if made at such time (it being understood that specific, numbered representations and warranties that speak of a specified date shall only continue to speak as of the date so specified), and all such representations shall survive for a period of one year from the Closing.

10. Access To The Property.

(a) The Partnership and/or its agents and representatives, during normal business hours and after reasonable advance notice to Laurel Oak, may enter upon any of the Real Property from time to time prior to the Closing Date, accompanied by an agent of Laurel Oak, for purposes of conducting such inspections, investigations and/or studies as the Partnership deems necessary, including, without limitation, financial reviews, physical inspections, lease reviews and environmental reviews and testing, which activities may include test borings and soil samplings ("the Partnership's Due Diligence Activities"). The Partnership's access to the Real Property shall be subject to the rights of the Tenants of any of the Real Property, who shall not be unreasonably disturbed during any such inspection by the Partnership. The Partnership shall not engage in any activity in or about the Real Property which directly or indirectly violates the terms of any governmental or quasi-governmental statute, rule, regulation, order or practice. The Partnership shall not make any physical changes to any of the Real Property, except for test borings and soil samplings which shall be performed only by licensed engineers reasonably acceptable to Laurel Oak and only after three (3) business days' prior notice to Laurel Oak. The Partnership may contact any governmental or quasi-governmental authorities concerning the Property without the prior written approval of Laurel Oak. Laurel Oak shall have the opportunity to observe any and all action taken by the Partnership or its representatives, consultants, agents, etc. pursuant to this Paragraph 10. All information set forth in any document which Laurel Oak has granted to the Partnership the express right to review, if any, shall be held in strict confidence until Closing and thereafter in the event Closing does not occur. If the Partnership violates its obligations under this Paragraph 10(a) or in the event of any physical damage to any of the Real Property or any Personal Property resulting, directly or indirectly, from the exercise by the Partnership of its rights under this Paragraph
10(a), the Partnership hereby agrees to restore the Real Property and Personal Property to their respective conditions prior to incurring such damage. The Partnership hereby agrees to indemnify, defend and hold harmless Laurel Oak from and against all physical damage to any of the Real Property and Personal Property, personal injury and/or any other claims or liability which may occur as a result of the Partnership's (or the Partnership's agents, employees, invitees or licensees) entry or activities upon any of the Real Property. The provisions of this Paragraph 10(a) shall survive Closing or other termination of this Agreement.

(b) The Partnership, or any of the Partnership's consultants performing physical tests on the Real Property shall maintain public liability insurance policies (naming Laurel Oak as an additional named insured with respect to any liability occurring on the Real Property), with combined single limit coverage of at least $1,000,000, insuring against claims arising as a result of the inspections of the Partnership, its agents, employees or such contractors at any of the Real Property. A certificate of insurance evidencing the foregoing coverage shall be delivered to Laurel Oak prior to the Partnership's or any of the Partnership's consultants' entry on to any of the Real Property.

(c) In the event Closing does not occur or this Agreement is terminated, the Partnership shall promptly return to Laurel Oak any documents obtained from Laurel Oak or Laurel Oak's agents and deliver to Laurel Oak, without charge, copies of all

written test results, studies, reports and similar materials obtained by or on behalf of the Partnership relating to any of the Real Property.

11. Due Diligence Period; Additional Provisions.

(a) During the period commencing on the Effective Date and ending at 5:00 p.m. E.S.T. on the Due Diligence Termination Date, the Partnership may, subject to the provisions set forth in Paragraph 10 above, review all plans and specifications, condition of title, agreements relating to and the availability of utilities, environmental conditions, the physical condition of the existing improvements, compliance by the Property with zoning, licensing and all other governmental requirements, Leases for any of the Real Property, operating statements pertaining to the Property and all other aspects and conditions of the Property which the Partnership may decide to review (collectively, "the Partnership's Due Diligence Activities"), all as the Partnership shall deem appropriate). In connection with the Partnership's Due Diligence Activities, Laurel Oak has delivered or will deliver to the Partnership various documents, reports and materials (collectively, the "Laurel Oak Due Diligence Materials"). THE PARTNERSHIP UNDERSTANDS AND HEREBY ACKNOWLEDGES AND AGREES THAT THE LAUREL OAK DUE DILIGENCE MATERIALS ARE BEING DELIVERED TO THE PARTNERSHIP WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER BY LAUREL OAK OR BY THE PREPARER OF SUCH LAUREL OAK DUE DILIGENCE MATERIALS, WITH THE SOLE EXCEPTION OF ANY REPRESENTATION OR WARRANTY AS TO THE CORRECTNESS, ACCURACY OR COMPLETENESS THEREOF WHICH IS EXPRESSLY SET FORTH IN THIS AGREEMENT.

(b) If, as a result of the Partnership's Due Diligence Activities or otherwise, the Partnership shall conclude, for any reason or for no reason, that it does not wish to proceed with the transaction contemplated by this Agreement, it may terminate this Agreement by written notice delivered to and received by Laurel Oak on or before 5:00 P.M. E.S.T. on the Due Diligence Termination Date (as to which date time shall be of the essence), with a simultaneous copy thereof to the Escrow Agent. In the event of such timely termination of this Agreement by the Partnership, the Escrow Agent shall make the delivery of funds contemplated under Paragraph 1 of the Escrow Terms, and this Agreement shall thereupon be null and void and of no further force or effect, except as to those matters which expressly survive such termination.

(c) Laurel Oak shall obtain, prior to the Closing the Non-Applicability Letter from the NJDEP or its successor. In furtherance of the foregoing, Laurel Oak shall apply for the Non-Applicability Letter promptly after the Effective Date, and shall pursue the same diligently and in good faith.

(d) The Partnership agrees to prepare and forward to Laurel Oak, at the Partnership's sole cost and expense, certificates (the "Estoppel Certificates") for execution by the Tenants which shall, at the Partnership's election, either (i) be in such form or contain such information as the Tenant from whom request is made is obligated under its Lease to execute and deliver for execution by the Tenants (the "Required Form"), or (ii) in the form annexed hereto as Exhibit "R". Laurel Oak agrees to deliver the Estoppel Certificates to the Tenants promptly after the Partnership's written election as to the form to be used (which election shall be made not

later than five (5) days after the date hereof), and to use all reasonable and diligent efforts to obtain executed copies of same from such Tenants prior to the Closing. It shall be a condition to the Partnership's obligations hereunder that, at or prior to Closing, Estoppel Certificates shall have been obtained from at least 75% of the Tenants at each Property, including those identified on Exhibit "S" annexed hereto and made a part hereof (the "Identified Tenants"), BUT ONLY IF THE INITIAL REQUEST MADE OF SUCH TENANT WAS FOR AN ESTOPPEL CERTIFICATE IN THE REQUIRED FORM, provided, however, if an estoppel in the Required Form is not obtained from an Identified Tenant, Laurel Oak may, in lieu thereof, deliver its certificate containing the information set forth on the Required Form, which certificate shall serve as Laurel Oak's representation as to the facts stated therein, which representation shall survive for a period of six (6) months following the Closing. In no event shall the Partnership's obligations under this Agreement be conditioned, in whole or in part, upon the delivery of Estoppel Certificates from any Tenant in other than the Required Form.

12. Condemnation. Laurel Oak covenants and warrants that Laurel Oak has not received any written notice of any condemnation proceeding or other proceeding in the nature of eminent domain in connection with the Real Property, and has no actual knowledge of any threatened condemnation. As used herein, a "material taking" shall mean a taking of either an entire Real Property, more than twenty percent (20%) of a Building or more than 10% of the parking area of a Real Property. If, prior to the Closing, any such proceeding affecting a material portion of any of the Real Property is commenced, Laurel Oak agrees promptly to notify the Partnership thereof. In the event of a material taking of one or more Real Property or commencement of proceedings in connection with such a taking, the Partnership may, at its sole option exercised by delivery of written notice thereof within ten (10) days after receipt of such written notice thereof, (x) proceed to Closing as provided in this Paragraph 12 without an abatement of the Consideration and at Closing Laurel Oak shall assign to the Partnership, without recourse, all condemnation proceeds paid or payable with respect thereto; or (y) terminate this Agreement with respect to the Property as to which a material taking has occurred, whereupon this Agreement shall terminate with respect to such Real Property and this Agreement shall continue in full force and effect with respect to all of the remaining Real Property, and at Closing, the Partnership shall pay to Laurel Oak the aggregate of the Allocated Prices for the remaining Real Property. Provided the Partnership shall have waived its right to terminate this Agreement with respect to the Real Property so taken, as provided above, Laurel Oak shall not, from and after the Due Diligence Termination Date, settle or adjust any claims relating to a condemnation without the Partnership's prior approval, which shall not be unreasonably withheld or delayed.

13. Damage By Fire Or Other Casualty.

(a) Laurel Oak shall promptly notify the Partnership of damage to the Improvements occurring by reason of casualty during the period between the Effective Date and the Closing Date. Laurel Oak shall timely notify any insurance companies with respect to any damage and shall promptly submit claims for such damage. Provided the Partnership shall have waived its right to terminate this Agreement with respect to the Real Property so damaged, as provided below, Laurel Oak shall not, from and after the Due Diligence Termination Date, settle

or adjust any claims relating to a casualty without the Partnership's prior approval, which shall not be unreasonably withheld or delayed.

(b) If (i) any portion of the Improvements is damaged by fire or casualty after the Execution Date and the Improvements so damaged are not repaired or restored on or before Closing to substantially the condition existing prior to the damage, and (ii) at the time of Closing, the estimated cost of repairs by reason of such fire or casualty to the Improvements, as determined by an independent adjuster is, with respect to any of the Real Property so damaged, an amount equal to or less than ten percent (10%) of the Consideration allocated for such Real Property, there shall be no abatement or adjustment in the Consideration and, provided the loss or damage is a covered loss under Laurel Oak's insurance policy, the Partnership shall be required to purchase all of the Real Property in accordance with the terms of this Agreement and, at Closing, Laurel Oak shall assign to the Partnership, without recourse, all insurance claims and proceeds with respect thereto (less sums theretofore expended, if any, by Laurel Oak for emergency repairs or barricades) and Laurel Oak shall credit the Partnership at Closing with the amount of any applicable deductible. Laurel Oak shall have no liability or obligation with respect to the condition of any of the Real Property as a result of any such fire or casualty. If the repair to, or the restoration of, the Improvements so damaged has not been completed as aforesaid and, at the time of Closing, the estimated cost of such repair or restoration, as determined by such independent adjuster, for any of the Real Property is an amount which is greater than ten percent (10%) of the Consideration allocated for the applicable Real Property, the Partnership may, at its sole option,
(x) proceed to Closing as provided in this Paragraph 13(b) without an abatement of the Consideration and at Closing Laurel Oak shall assign to the Partnership, without recourse, all insurance claims and proceeds with respect thereto (less sums theretofore expended, if any, by Laurel Oak for emergency repairs or barricades) and Laurel Oak shall credit the Partnership at Closing with the amount of any applicable deductible; or (y) terminate this Agreement with respect to the Property which have suffered damage to the Improvements by fire or other casualty in an amount which exceeds ten percent (10%) of the Consideration allocated for such Real Property(s) whereupon this Agreement shall terminate with respect to such damaged Real Property(s) and this Agreement shall continue in full force and effect with respect to all of the remaining Real Property, and at Closing, the Partnership shall pay to Laurel Oak the aggregate of the Considerations for the remaining Real Property. The Partnership shall assign all of its right, title and interest in and to any and all insurance policies and insurance proceeds relating to such of the Real Property for which this Agreement has been terminated.

14. Default.

(a) If the Partnership shall default in its obligations to pay the Consideration and complete Closing in accordance with the terms of this Agreement, then, as Laurel Oak's sole and exclusive remedy therefor, Laurel Oak shall be entitled to retain the Deposit as liquidated and agreed upon damages for the losses and injuries which Laurel Oak shall have sustained and suffered as a result of the Partnership's default, and thereupon this Agreement and the Partnership's obligations hereunder shall be terminated except as expressly provided in this Agreement. It is agreed that the provisions of this Paragraph 14(a) for liquidated and agreed upon damages are a bona fide provision for such and are not a penalty, the parties

understanding that by reason of the withdrawal of the Real Property from sale to the general public at a time when other parties would be interested in purchasing such Real Property, that Laurel Oak shall have sustained damages which will be substantial, but will not be capable of determination with mathematical precision. Therefore, this provision for liquidated and agreed upon damages has been incorporated as part of this Agreement as a provision beneficial to both parties.

(b) If Laurel Oak shall default in its obligation to deliver any of the Deeds or other items described in Paragraph 5 hereof, upon the Partnership's (i) tender of the full Consideration and (ii) compliance with all of the material terms and conditions of this Agreement, the Partnership shall have the sole option of terminating this Agreement and receiving the return of the Deposit, together with payment by Laurel Oak of (A) the Partnership's Reasonable Costs, and (B) the Partnership's actual, documented out-of-pocket costs and expenses incurred in connection with its Due Diligence Activity, not to exceed Fifteen Thousand Dollars ($15,000) ("Due Diligence Costs") for the Property and the Other Properties or (Y) to seek specific performance of Laurel Oak's obligation to convey the Real Property in accordance with this Agreement. If the Partnership elects to terminate this Agreement, upon payment of the sums described above, Laurel Oak shall be released and relieved of any further liability and this Agreement shall thereupon be null and void. Except as expressly set forth above, the Partnership hereby waives any right which the Partnership may have to any lis pendens or other lien or encumbrance against any of the Real Property, equitable relief, consequential or punitive damages, loss of profits, costs related to in-house or other overhead allocations, and damages. The remedies set forth herein shall be the Partnership's sole remedies pursuant to this Agreement, or otherwise at law or in equity shall become null and void if Closing occurs (except as to obligations hereunder which by their terms expressly survive Closing), and shall not apply to a defect in title, the remedies for which are set forth in Paragraph 5(b) hereof, or to any inability on the part of Laurel Oak to perform its obligations under this Agreement.

15. Operations Prior To Closing.

(a) Laurel Oak agrees to operate the Property between the Effective Date and the Closing Date in the same general manner as Laurel Oak has operated the Property during the immediately preceding six (6) month period, paying all costs and expenses as they come due, and in any event prior to Closing, and maintaining all insurance coverage currently in force.

(b) Laurel Oak shall comply with all of the obligations of landlord under the Leases and all other agreements and contractual arrangements affecting the Real Property by which Laurel Oak is bound or to which the Real Property, or any of them, are subject, and which will be binding upon the Partnership or a lien upon such Real Property, after the Closing.

(c) Laurel Oak shall notify the Partnership promptly of Laurel Oak's receipt of any notice from any party alleging that Laurel Oak is in default of its obligations under any of the Leases or any Permit or agreement affecting the Real Property, or any portion or portions thereof.

(d) No contract for or on behalf of or affecting the Real Property shall be negotiated or entered into which cannot be terminated by Laurel Oak upon the Closing without the payment of a specific charge, cost, penalty or premium for such termination.

(e) Except with the prior written consent of the Partnership, which the Partnership agrees it shall not unreasonably withhold, condition or delay, Laurel Oak shall not enter into any new leases for any portion of the Real Property. Any new lease shall be on the Partnership's customary form (which may vary to reflect customary negotiated revisions thereto), or such other form which is reasonably acceptable to the Partnership. Further, except with the prior written consent of the Partnership, which the Partnership agrees it shall not unreasonably withhold, condition or delay, or as set forth above, Laurel Oak shall not amend, extend (except where required under the terms of the Lease in question), terminate (except by reason of a tenant's default), accept surrender of, or permit any assignments or subleases of, any of the Leases (except as may be required under such Lease), nor accept any rental more than one (1) month in advance (exclusive of any security deposit).

(f) Laurel Oak shall not make or permit to be made any capital improvements or additions to the Real Property, or any portion thereof, without the prior written consent of the Partnership, except those made by Laurel Oak pursuant to the express requirements of this Agreement, those made by tenants pursuant to the right to do so under their Leases, or by Laurel Oak if required by applicable law or ordinance, or as required under any Lease.

(g) Laurel Oak shall timely bill all tenants for all rent billable under Leases, and use commercially reasonable efforts to collect any rent in arrears.

(h) Laurel Oak shall notify the Partnership of any tax assessment disputes (pending or threatened) prior to Closing, and from and after the Due Diligence Expiration Date, Laurel Oak not agree to any changes in the real estate tax assessment, nor settle, withdraw or otherwise compromise any pending claims with respect to tax assessments relating to the current or any subsequent year, without the Partnership's prior written consent, which shall not be unreasonably withheld, delayed or conditioned. If any proceedings shall result in any reduction of assessment and/or tax for the tax year in which the Closing occurs, it is agreed that the amount of tax savings or refund for such tax year, less the reasonable fees and disbursements in connection with such proceedings, shall be apportioned between the parties as of the date real estate taxes are apportioned under this Agreement. All refunds relating to any tax year prior to the Closing shall be the sole property of Laurel Oak, and all refunds relating to any year subsequent to the year in which Closing occurs shall be the sole property of the Partnership. Each party agrees to promptly remit to the other any refund received by it which is the property of the other.

(i) Laurel Oak shall notify the Partnership promptly of the occurrence of any of the following:

(i) Receipt of notice from any governmental or

quasi-governmental agency or authority or insurance underwriter relating to the condition, use or occupancy of the Real Property, or any portion thereof;

(ii) Receipt of any notice of default from any tenant or from the holder of any lien or security interest in or encumbering the Real Property, or any portion thereof;

(iii) Notice of any actual or threatened litigation against Laurel Oak or affecting or relating to the Real Property, or any portion thereof which may materially and adversely affect the Real Property or Laurel Oak's ability to consummate the transactions contemplated by this Agreement; or

(iv) Vacancy of any demised Property by a tenant, other than in accordance with a scheduled lease termination.

16. PROPERTY CONVEYED "AS-IS, WHERE IS". IT IS UNDERSTOOD AND AGREED THAT, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, LAUREL OAK IS NOT MAKING AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE ECONOMICAL, FUNCTIONAL, ENVIRONMENTAL OR PHYSICAL CONDITION OF ALL OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE, ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITIONS, AVAILABILITY OF ACCESS, INGRESS OR EGRESS, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE ECONOMICAL, FUNCTIONAL, ENVIRONMENTAL OR PHYSICAL CONDITION OF THE PROPERTY INCLUDING, WITHOUT LIMITATION: (I) THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF ANY OF THE PROPERTY, (II) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO ANY OF THE PROPERTY AND (III) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF ANY OF THE PROPERTY. THE PARTNERSHIP AGREES THAT WITH RESPECT TO THE PROPERTY, THE PARTNERSHIP HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF LAUREL OAK OR ANY AGENT OF LAUREL OAK NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. THE PARTNERSHIP REPRESENTS THAT IT IS A KNOWLEDGEABLE THE PARTNERSHIP OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF THE PARTNERSHIP'S CONSULTANTS, AND THE REPRESENTATIONS AND WARRANTIES OF LAUREL OAK CONTAINED IN THIS AGREEMENT, SUBJECT, HOWEVER, TO THE LIMITATIONS CONTAINED HEREIN UPON SUCH REPRESENTATIONS AND WARRANTIES, AND THAT LAUREL OAK HAS OR SHALL HAVE AFFORDED THE PARTNERSHIP WITH A FULL AND COMPLETE OPPORTUNITY TO MAKE ITS OWN INDEPENDENT INVESTIGATION OF THE PROPERTY AND ALL MATTERS PERTAINING THERETO INCLUDING, BUT NOT

LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF AND, UPON CLOSING, SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY THE PARTNERSHIP'S INSPECTIONS AND INVESTIGATIONS. THE PARTNERSHIP ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, LAUREL OAK SHALL SELL AND CONVEY TO THE PARTNERSHIP AND THE PARTNERSHIP SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS," WITH ALL FAULTS, AND THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS (EXCEPT AS HEREIN SPECIFICALLY PROVIDED), COLLATERAL TO OR AFFECTING ANY OF THE PROPERTY BY LAUREL OAK, ANY AGENT OF LAUREL OAK OR ANY THIRD PARTY. THE PARTNERSHIP EXPRESSLY AGREES THAT THE TERMS AND CONDITIONS OF THIS PARAGRAPH 16 SHALL EXPRESSLY SURVIVE THE CLOSING AND NOT MERGE THEREIN AND LAUREL OAK IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO ANY OF THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO IN THIS AGREEMENT.

17. Conditions Precedent to Closing.

The obligations of the Partnership hereunder are subject to the fulfillment of the following conditions prior to or on the Closing Date (any one of which may be waived in whole or in part by the Partnership at or prior to the Closing) and in the event any of the conditions are not complied with, the Partnership may terminate this Agreement by notifying the Laurel Oak and Escrow Agent and thereupon shall be returned the Deposit and thereafter this Agreement shall be null and void:

(a) Correctness of Warranties and Representations. The warranties and representations made by Laurel Oak and the Members in this Agreement shall be true and correct on the Closing Date as though such representations and warranties were made on the Closing Date (except for changes in the Leases permitted under the terms of this Agreement).

(b) Compliance with Terms and Conditions. Laurel Oak shall have performed and complied with all of the terms and conditions required by this Agreement, including, without limitation, the delivery of all required documents pursuant to Paragraph 6(a), to be performed and complied with by it prior to or on the Closing Date.

(c) The Partnership's Satisfaction with Inspection. The Partnership shall have notified Laurel Oak of the Partnership's satisfaction with the inspection performed under Paragraph 11 of this Agreement, or shall fail to notify Laurel Oak on or before the Due Diligence Expiration Date, of the Partnership's dissatisfaction with the results of such review.

(d) Exchange Approval. On or prior to the Closing Date, the Underlying Shares shall have been approved for listing with the NYSE, upon official notice of issuance.

(e) Shareholder Approval. The Partnership shall have received confirmation that the issuance of the Securities will not require approval of the Trust's security holders under the rules of the NYSE.

(f) 9.8% Limitation. The number of Underlying Shares shall not exceed that number that is equal to 9.8% of the number of outstanding Common Shares of the Trust.

(g) Issuance of the Units. The issuance of the Units, if any, shall be (i) exempt from the registration requirements of the Securities Act and (ii) either exempt from, or registered pursuant to, any applicable state securities or "blue sky" registration requirements.

18. Brokers.

(a) Laurel Oak and the Partnership each represent to the other that neither Laurel Oak nor the Partnership has dealt with any real estate broker, dealer or salesman in connection with the subject transaction.

(b) Laurel Oak and the Partnership shall and hereby each agree to indemnify, defend, and hold harmless the other from and against any loss, damage, or claim resulting from a breach of the representations of Laurel Oak and the Partnership set forth in Paragraph 18(a) hereof.

(c) The provisions of this Paragraph 18 shall survive Closing hereunder, or any other termination of this Agreement.

19. Notices. All notices, requests and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered (i) in person, or (ii) by certified mail, return receipt requested, or (iii) by recognized overnight delivery service providing positive tracking of items (for example, Federal Express), or (iv) by confirmed telecopier, in each case addressed as follows (or at such other address of which Laurel Oak or the Partnership shall have given notice as herein provided):

If to the Partnership, addressed to:

Brandywine Operating Partnership, L.P.

Newtown Square Corporate Campus
16 Campus Boulevard
Suite 150
Newtown Square, PA 19073
Attn: Gerard H. Sweeney,
President and Chief Executive Officer

with a copy in each instance to:

Brad A. Molotsky, General Counsel Brandywine Operating Partnership, L.P.

Newtown Square Corporate Campus
16 Campus Boulevard
Suite 150
Newtown Square, PA 19073

If to Laurel Oak or Member, addressed to:

Laurel Oak Road, L.L.C.
20 E. Clementon Road, Suite 201
Gibbsboro, NJ 08026
Attention: R. Randle Scarborough

with a copy in each instance to:

Kelly Young, Esquire
20 East Clementon Road, Suite 202
Gibbsboro, NJ 08026

If to Escrow Agent, addressed to:

M. Gordon Daniels, Esquire
Commonwealth Land Title Insurance Company
1700 Market Street
Philadelphia, PA 19103

or to such other address or addresses and to the attention of such other person or persons as any of the parties may notify the other in accordance with the provisions of this Agreement. All such notices, requests and other communications shall be deemed to have been sufficiently given for all purposes hereof only if given pursuant to the foregoing requirements as to both manner and address, and only upon receipt (or refusal to accept delivery) by the party to whom such notice is sent. Notices by the parties may be given on their behalf by their respective attorneys.

20. Successors And Assigns. Except to a subsidiary or related party, the Partnership may not assign this Agreement or any rights herein or any portion hereof without the prior written consent of Laurel Oak, which may be withheld for any reason or for no reason, except that no such consent shall be required to an assignment of this Agreement by the Partnership to the Trust or a subsidiary of the Partnership. This Agreement shall apply to, inure to the benefit of and be binding upon and enforceable against the parties hereto and their respective permitted successors and assigns, to the same extent as if specified at length throughout this Agreement.

21. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one and the same Agreement.

22. Time Of The Essence. Time is of the essence of each and every provision in this Agreement. If any time period or date ends on a day or time which is a weekend, legal holiday or bank holiday, such period shall be extended to the same time on the next business day.

23. Judicial Interpretation. Should any provision of this Agreement require judicial interpretation, it is agreed that the court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agent prepared the same, it being agreed that the agents of all parties have participated in the preparation of this Agreement.

24. Captions And Recitals. The captions contained herein are not a part of this Agreement and are included solely for the convenience of the parties.

25. Entire Agreement. This Agreement and the Exhibits and Schedules attached hereto contains the entire agreement between the parties relating to the acquisition of the Property, all prior negotiations between the parties are merged by this Agreement and there are no promises, agreements, conditions, undertakings, warranties or representations, oral or written, express or implied, between them other than as herein set forth. No change or modification of this Agreement shall be valid unless the same is in writing and signed by the parties hereto. No waiver of any of the provisions of this Agreement, or any other agreement referred to herein, shall be valid unless in writing and signed by the party against whom it is sought to be enforced.

26. Governing Law; Venue.

(a) This Agreement and the rights and duties of the parties hereto and the validity, construction, enforcement and interpretation of this Agreement shall be governed by the laws of the State of New Jersey.

(b) With regard to any litigation arising out of or involving this Agreement, each party hereto: (i) irrevocably submits to the jurisdiction of the state and federal courts of the State of New Jersey and agrees and consents to service of process being made upon it in any legal proceeding arising out of or in connection herewith by service of process provided by the law of the State of New Jersey; (ii) irrevocably waives, to the fullest extent permitted by law, any objection which it now or hereafter may have to the laying of venue of any litigation arising out of or in connection with this Agreement brought in the State Courts of New Jersey or the United States District Court for the District of New Jersey; (iii) irrevocably waives any claims that any litigation brought in any such court has been brought in an inconvenient forum; and (iv) irrevocably agrees that any legal proceeding against any party hereto arising out of or in connection with this Agreement shall be brought in either the State Courts of New Jersey or the United States District Court for the District of New Jersey.

27. Confidentiality. Each of the parties to this Agreement covenants that it shall not communicate the terms or any aspect of this transaction prior to the Closing with any person or entity other than the other parties to this Agreement, except for the Trust, and the Partnership's agents, consultants, counsel and representatives in connection with the Partnership's Due Diligence Activities and financing purposes, unless the Trust is advised by its counsel that applicable securities laws and regulations require. In addition, the Partnership covenants that if it undertakes any investigation of the Property, it shall conduct such investigation of the Property as described herein and with the degree of confidentiality as the Partnership would apply with respect to its own proprietary information. Notwithstanding the foregoing, at any time after expiration of the Due Diligence Period, the Partnership may issue one or more press releases (which shall not disclose financial terms), if necessary or appropriate to comply with applicable securities laws and regulations.

28. Limitation Of Liability. No recourse shall be had for any obligation of the Partnership of the Trust under this Agreement or under any document executed in connection herewith or pursuant hereto, or for any claim based thereon or otherwise in respect thereof, against any past, present or future trustee, shareholder, partner, officer or employee of whether by virtue of any statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being expressly waived and released by Laurel Oak and all parties claiming by, through or under Laurel Oak.

Except for breaches of the representations and warranties set forth in Section 9 and 18 herein which shall be full recourse obligations of the members of Laurel Oak, no recourse shall be had for any obligation of Laurel Oak under this Agreement or under any document executed in connection herewith or pursuant hereto, or for any claim based thereon or otherwise in respect thereof, against any past, present or future member or employee of Laurel Oak whether by virtue of any statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being expressly waived and released by the Partnership and all parties claiming by, through or under the Partnership.

29. SEC Reporting Requirements. For the period of time commencing on the date hereof and continuing through the first anniversary of the Closing Date, Laurel Oak shall, from time to time, upon reasonable advance written notice from the Partnership, provide the Trust and its representatives, with access to all financial and other information then in Laurel Oak's possession pertaining to the period of Laurel Oak's ownership and operation of the Real Property, which information is relevant and reasonably necessary, in the opinion of the Trust's outside, third party accountants (the "Accountants"), to enable the Trust and its Accountants to prepare financial statements in compliance with any or all of (a) Rule 3-05 or 3-14 of Regulation S-X of the Securities and Exchange Commission (the "Commission"), as applicable; (b) any other rule issued by the Commission and applicable to the Trust; and (c) any registration statement, report or disclosure statement filed with the Commission by, or on behalf of the Trust. Laurel Oak shall deliver to the Trust's accountants a representation letter (the "Letter"), in the form annexed hereto as Exhibit "T", provided that the Partnership (and any assignee or designee acquiring title to the Real Property) shall indemnify and hold Laurel Oak harmless from and against any claim, damage, loss or liability including, without limitation, legal fees incurred by Laurel Oak in investigating, defending against or settling any such matter and the amount of any

such settlement to which Laurel Oak is at any time subjected, bonafide or not, by any person who is not a party to this Agreement as a result of its delivery of the information described in this Paragraph, or delivery of the Letter. The Partnership acknowledges that Laurel Oak is not making any representation or warranty regarding such information as is delivered in accordance with the terms of this Paragraph except to the extent set forth in the Letter or otherwise expressly set forth in this Agreement.

30. Partial Invalidity. If any term, covenant or condition of this Agreement, or the application thereof, to any person or circumstance shall be invalid or unenforceable at any time or to any extent, then the remainder of this Agreement, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby. Each term, covenant and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law.

31. No Recordation. The Partnership shall not be entitled to record this Agreement or a memorandum or other notice of this Agreement in any public office. This Paragraph shall be deemed to be a specific directive to the officials of such public office NOT to accept this Agreement or a memorandum or other notice of this Agreement for recordation in any form whatsoever. Any violation of the provisions of this Paragraph 31 shall constitute an immediate default by the Partnership under this Agreement.

32. Tender. Formal tender of an executed deed and purchase money is hereby waived by the Partnership.

33. Further Assurances. After the Closing, Laurel Oak shall execute, acknowledge and deliver, for no further consideration, all assignments, transfers, deeds and other documents as the Partnership may reasonably request to vest in the Partnership and perfect the Partnership's right, title and interest in and to the Property.

34. Jury Trial Waiver. THE PARTNERSHIP AND LAUREL OAK HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT EACH MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT AND AGREE THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

35. No Offer. THE DELIVERY OF THIS AGREEMENT DOES NOT CONSTITUTE AN OFFER AND THIS AGREEMENT SHALL NOT BE BINDING AND SHALL HAVE NO FORCE AND EFFECT UNLESS AND UNTIL A FULLY EXECUTED COUNTERPART HEREOF HAS BEEN DELIVERED TO EACH OF THE PARTIES. IT IS EXPRESSLY UNDERSTOOD THAT LAUREL OAK HAS NO OBLIGATION TO EXECUTE THIS AGREEMENT.

36. Indemnification.

Without limitation of any other Laurel Oak indemnity obligations set forth herein, from and after the Closing Date, Laurel Oak shall indemnify, defend and save and hold harmless the Partnership and the Trust, and their respective partners, trustees, directors, officers and employees, of, from and against any and all loss, cost, expense, damage, claim, and liability, including reasonable attorney's fees and court costs, including, without limitation, attorney's fees and costs associated with the enforcement of Laurel Oak's indemnification obligations for all claims brought within one year of such Closing (hereinafter collectively, "Losses") which the Partnership or the Trust may suffer or incur, resulting from, relating to, or arising in whole or in part, from or out of (i) any misrepresentation or breach of a representation or warranty by Laurel Oak contained in this Agreement; (ii) any failure to fulfill any covenant or agreement of Laurel Oak contained in this Agreement; (iii) all litigation set forth in this Agreement and on Exhibits hereto; (iv) any and all actions, suits, investigations, proceedings, demands, assessments, audits, judgments, and/or claims arising out of or relating to any of the foregoing.

Promptly after receipt by the Partnership or the Trust of written notice of the commencement of any suit, audit, demand, judgment, action, investigation or proceeding (a "Third Party Action") or promptly after the Partnership or the Trust incurs a Loss or has knowledge of the existence of a Loss, the Partnership or the Trust, as the case may be, will, if a claim with respect thereto is to be made against Laurel Oak due to Laurel Oak's obligation to provide indemnification hereunder, give Laurel Oak written notice of such Loss or the commencement of any Third Party Action; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve Laurel Oak of any of its obligations hereunder. Promptly after receiving such notice, Laurel Oak will, upon notice to the Partnership or the Trust, as the case may be, have the right to assume and control the defense and settlement of any such Third Party Action at its own cost and expense; provided, however, that it shall be a condition precedent to the exercise of such right by Laurel Oak that Laurel Oak shall agree in writing that the Loss, or Third Party Action, as the case may be, is properly within the scope of the indemnification obligation and that as between the parties, Laurel Oak shall be responsible to satisfy and discharge such Third Party Action. Laurel Oak shall not enter into any resolution or other compromise of a Third Party Action without obtaining the complete release of the Partnership or the Trust, as appropriate, for any liability to all claimants under or pursuant to such Third Party Action. The Partnership or the Trust, as the case may be, shall have the right to participate in any such defense, contest or other protective action at its own cost and expense.

Notwithstanding the foregoing, the Partnership or the Trust, as the case may be, shall have the right to assume and control the defense and settlement of a Third Party Action (a) if such action includes claims for equitable relief which, if determined adversely to the Partnership or the Trust, as the case may be, could reasonably be expected to interfere with its intended business operations or damage its business reputation or (b) if Laurel Oak fails to do so in a timely manner. In any circumstances in which the Partnership or the Trust, as the case may be, undertakes to control the Third Party Action as provided in this paragraph, it shall (i) not enter into any resolution or other compromise involving monetary damages without obtaining the prior written consent of Laurel Oak provided that such written consent may not be withheld if it would interfere with the Partnership's or the Trust's, as the case may be, business operation and

(ii) keep Laurel Oak informed on an ongoing basis of the status of such Third Party Action and shall deliver to Laurel Oak, copies of all documents related to the Third Party Action reasonably requested by Laurel Oak. The Partnership or the Trust, as the case may be, shall act to assure that all attorneys' fees and expenses incurred in connection therewith are reasonable.

IN WITNESS WHEREOF, intending to be legally bound hereby, the parties have duly executed this Agreement as of the day and year first above stated.

LAUREL OAK:

LAUREL OAK ROAD, L.L.C.

By:  /s/Sean Scarborough
     ------------------------------------
      Sean Scarborough, authorized
      member


By:  /s/R. Randle Scarborough
     ------------------------------------
      R. Randle Scarborough, authorized
      member


  /s/Sean Scarborough
  ---------------------------------------
  Sean Scarborough

  /s/R. Randle Scarborough
  ---------------------------------------
R. Randle Scarborough

THE PARTNERSHIP:

BRANDYWINE OPERATING PARTNERSHIP, L.P.

By: BRANDYWINE REALTY TRUST, its sole
general partner

By:  /s/Gerard H. Sweeney
     ------------------------------------
      Name:  Gerard H. Sweeney
      Title:  President & CEO

[EXECUTIONS CONTINUED]

THE TRUST:
BRANDYWINE REALTY TRUST

By:  /s/Gerard H. Sweeney
     ------------------------------------
      Name:  Gerard H. Sweeney
      Title:  President & CEO

The Undersigned Hereby Acknowledges
Receipt Of The Deposit And Agrees To
Hold And Apply The Same In Accordance
With The Provisions Of The Escrow Terms

Commonwealth Land Title Insurance Company:

By:  /s/M. Gordon Daniels
    ------------------------------------
      M. Gordon Daniels

EXECUTION

1007 LAUREL OAK ROAD

AGREEMENT

AMONG

LAUREL OAK ROAD, L.L.C.,
SEAN SCARBOROUGH,
R. RANDLE SCARBOROUGH,

BRANDYWINE REALTY TRUST

AND

BRANDYWINE OPERATING PARTNERSHIP, L.P.

Dated as of December 5, 1997

Exhibit A     -    Description of Land
Exhibit B     -    List of Contracts
Exhibit C     -    Certified Rent Roll
Exhibit D     -    Permitted Exceptions
Exhibit E     -    Excluded Personal Property
Exhibit F     -    The Other Properties
Exhibit G     -    Form of Deed
Exhibit H     -    Bill of Sale
Exhibit I     -    Form of Assignment(s)
Exhibit J     -    Form of Non-Foreign Person Certification
Exhibit K     -    Registration Rights Agreement
Exhibit L     -    Tax Indemnity Agreement
Exhibit M     -    $350,000 Guaranty
Exhibit N     -    Investor's Questionnaire
Exhibit O     -    Pending Litigation
Exhibit P     -    Contracts Not Terminable with 30 days Notice
Exhibit Q     -    Outstanding Brokerage Commissions and TI
Exhibit R     -    Form of Estoppel Certificate
Exhibit S     -    Identified Tenants
Exhibit T     -    Representation Letter

Exhibit 10.6

1, 2, 4, 5, 7, 10 FOSTER AVENUE, 6 EAST CLEMENTON DRIVE
AND 5 UNITED STATES AVENUE

AGREEMENT

THIS AGREEMENT is made and entered into as of the 5th day of December, 1997 by and among the PWCCW, a New Jersey general partnership having its principal office at Scarborough Properties, 20 East Clementon Road, Suite 201, Gibbsboro, New Jersey 08026 ("PWCCW"), Robert K. Scarborough ("RKS") and the Paint Works Management Corporation ("PWMC"), the general partners of PWCCW (collectively, the "PWCCW Partners"), Brandywine Realty Trust, a Maryland real estate investment trust (the "Trust"), and Brandywine Operating Partnership, L.P., a Delaware limited partnership or its nominee, having an address at Newtown Square Corporate Campus, 16 Campus Boulevard, Suite 150, Newtown Square, Pennsylvania 19073 (the "Partnership").

RECITALS

A. PWCCW is the owner of a certain tract of land being comprised of 12 parcels of property, being Lot 1.07, Block 19.01 known as 1 Foster Avenue, Lot 3.05, Block 8.01 known as 2 Foster Avenue, Lot 3.04, Block 8.01 being 4 Foster Avenue, part of Lot 1.07, Block 19.01 being 5 Foster Avenue, Lot 1.01, Block 19.01 being 7 Foster Avenue, Lot 3.03, Block 8.01 being 10 Foster Avenue and 6 East Clementon Road, Lot 3.01, Block 8.01 being 5 United States Avenue and Silver Lake, Lot 16.05, Block 7.04, being a parking lot on the North side of Gibbsboro Road, and Lots 1, 2 and 3, Block 19.01, being the vacant property south of 1 Foster Avenue, together with the buildings and improvements thereon, including one office building containing approximately 24,800 square feet, commonly known as 1 Foster Avenue, one office building containing approximately 50,761 square feet commonly known as 2 Foster Avenue, one office building containing approximately 23,400 square feet commonly known as 4 Foster Avenue, one office building containing approximately 2,000 square feet commonly known as 5 Foster Avenue, one office building containing approximately 19,225 square feet commonly known as 7 Foster Avenue, one office building containing approximately 25,119 square feet commonly known as 10 Foster Avenue, one office building containing approximately 66,500 square feet commonly known as 6 East Clementon Road and historical smoke stacks and catering tent commonly known as 5 United States Avenue, Gibbsboro, New Jersey as more fully described on Exhibit A attached hereto; and

B. PWCCW desires and hereby agrees to sell or contribute, and the Partnership desires and hereby agrees to acquire or accept, all of PWCCW 's right, title and interest in and to the Property (as hereinafter defined), subject to and on the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the mutual promises and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions Of Certain Terms. For all purposes of this Agreement, the following terms shall have the respective meanings set forth below:

"Agreement" shall mean this document entitled "Agreement", all exhibits and schedules attached hereto or made a part hereof and all amendments to this Agreement which are agreed to in writing and signed by all of the parties hereto.

"Assignments" shall have the meaning ascribed to that term in Paragraph 5(f) hereof.

"Closing" shall have the meaning ascribed to that term in Paragraph 4 hereof. The date upon which the Closing actually occurs shall be the "Closing Date."

"Common Shares" shall mean the common shares of beneficial interest, par value $.01 per share, of the Trust.

"Contracts" shall mean all contracts and agreements with respect to the management (excluding property management agreements), operation, supply, maintenance, repair or construction affecting any of the Property, to the extent assignable by PWCCW, all as described in Exhibit "B" attached hereto and made a part hereof.

"Deposit" shall mean the Deposit delivered by the Partnership to Escrow Agent pursuant to Paragraph 3(a) hereof, together with all interest earned thereon, if any.

"Due Diligence Termination Date" shall mean 5:00 p.m. E.S.T. on December 9, 1997.

"Effective Date" shall mean the date on which this Agreement has been fully executed and delivered by all parties hereto to each other.

"Environmental Claim" shall mean any written or oral demand, directive, administrative order, claim, suit, action, expense (including consequential damages and counsel fees), cause of action, investigation or notice by any person or entity alleging actual or potential liability (including, without limitation, potential or actual liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, or penalties).

"Environmental Laws" shall mean all federal, state and local laws and regulations relating to pollution or protection of human health or the environment (including,

without limitation, ambient air, surface water, ground water, land surface or subsurface strata), including, without limitation, the New Jersey Spill Compensation and Control Act, N.J.S.A. 58:10-23.11, et seq., the Water Pollution Control Act, N.J.S.A. 58:10A-1, et seq., the New Jersey Solid Waste Management Act, N.J.S.A. 13:1E-1, et seq., the New Jersey Industrial Sites Recover Act, N.J.S.A. 13:1K-6, et seq., Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), 42 U.S.C.A. Sections 9601, et seq., the Resource Conversation and Recovery Act ("RCRA"), 42 U.S.C.A. Sections 6901, et seq., the Clean Water Act, 33 U.S.C.A. Sections 1251, et seq., the Clean Air Act 42 U.S.C.A. Sections 7401, et seq., and laws and regulations relating to emissions, spills, leaks, discharges, releases or threatened releases of Materials of Environmental Concern, or otherwise relating to the manufacture, possession, distribution, use, treatment, storgage, disposal, transport or handling of Materials of Environmental Concern.

"Escrow Terms" shall mean the escrow agreement to be entered into of even date herewith between the Escrow Company, PWCCW and the Partnership.

"Escrow Agent" shall mean Commonwealth Land Title Insurance Company, 1700 Market Street, Philadelphia, Pennsylvania 19103.

"Improvements" shall mean those certain buildings and other improvements constructed and located on the Land as described on Exhibit "A".

"Land" shall mean that certain parcel of real property located at 1, 2, 4, 5, 7 and 10 Foster Avenue, 6 East Clementon Road and 5 United States Avenue and the parking lots appurtenant thereto and Silver Lake, Gibbsboro, New Jersey, being Lot 1.07, Block 19.01, Lot 3.04, Block 8.01, Lot 3.05, Block 8.01, Lot 1.07, Block 19.01, Lot 1.01, Block 19.01, Lots 3.03, 3.06 and 3.01, Block 8.01, Lots 1, 2 and 3, Block 19.01 and Lot 16.05, Block 7.04.

"Leases" shall mean those certain leases (and guarantees thereof, if any) listed on Exhibit "C" attached hereto and made a part hereof, or hereafter entered into by PWCCW, as landlord, in accordance with the terms of this Agreement, for any space within any of the Improvements located on any of the Land.

"Licenses" shall mean the licenses, permits, approvals and agreements affecting any of the Real Property.

"Materials of Environmental Concern" shall mean any toxic, reactive, corrosive, carcinogenic, flammable or hazardous pollutant or other substance, including, but not limited to, any "hazardous substance," or "hazardous waste," as defined in Environmental Laws, petroleum and petroleum products, natural gas or synthetic gas, material that is a source, special nuclear or by-product material, as defined by the Atomic Energy Act of 1954, 42 U.S.C.A. Sections 3011 et seq., and the regulations promulgated thereto and "hazardous chemical," as defined in 29 C.F.R. Part 1910.

"Permitted Exceptions" shall mean with respect to any of the Real Property (i) the lien of real estate taxes, water rent and sewer charges that are not due and payable on the Closing Date, (ii) the printed exclusions, conditions and stipulations contained in the Commitment (as hereinafter defined), (iii) additional exceptions to title set forth in Exhibit "D" to this Agreement, (iv) special assessments which become a lien on any of the Real Property on or after the Closing Date, and (v) such other title matters existing on the Closing Date which are accepted or deemed accepted by the Partnership pursuant to Paragraph 5 hereof; and (vii) the rights of Tenants of any of the Real Property pursuant to the Leases for all or any portion of any of the Real Property.

"Personal Property" shall (except as specifically excluded on Exhibit "E" hereto) mean all of PWCCW's right, title and interest in and to the tangible personal property including, without limitation, furniture, artwork, furnishings, equipment, machinery and fixed and movable fixtures, together with all component and replacement parts, owned by PWCCW, situated on any of the Real Property on the Closing Date, and all artwork, renderings, flags, awnings and trade dress; all architects', engineers', surveyors' and other real estate professionals' plans, specifications, certifications, reports, data or other technical descriptions (including, without limitation, all environmental, structural and mechanical inspection reports) to the extent the same are in PWCCW's possession and are not proprietary in nature, and all building names and PWCCW's rights, if any, in and to the name "500 Scarborough Drive."

"Property" shall mean the Real Property and such of the Contracts, Leases, Licenses, Personal Property and other rights, titles, interests and obligations which pertain to the Real Property and are intended to be contributed, conveyed, sold or otherwise transferred to the Partnership by PWCCW pursuant to this Agreement.

"Real Property" shall mean the Land and the Improvements.

"Tenants" shall mean the tenants under the Leases.

"Trust" shall mean Brandywine Realty Trust, a Maryland real estate investment trust, the sole general partner of the Partnership.

"Underlying Shares" shall mean the Common Shares issuable upon the conversion or redemption of, or otherwise pursuant to, the Units issuable hereunder.

2. Acquisition Of The Property. On the Closing Date, and subject to the terms and conditions set forth in this Agreement, PWCCW shall sell or contribute, at PWCCW's sole discretion, assign, transfer and convey to the Partnership and the Partnership shall purchase or accept, as the case may be, from PWCCW the following:

(a) All right, title and interest of PWCCW in and to all of the Real Property;

(b) All right, title and interest of PWCCW, if any, in any land lying in the bed of any street, road, avenue or alley, open or closed, in front of or adjoining any of the Land, to the center line thereof;

(c) All right, title and interest of PWCCW, if any, in any easements, covenants, rights of way, privileges, hereditaments and other rights appurtenant to any of the Real Property;

(d) to the extent assignable to the Partnership and approved by the Partnership, all right, title and interest of PWCCW in and to the Contracts and the Licenses relating to any of the Real Property;

(e) all right, title and interest of PWCCW in and to the Leases; and

(f) all right, title and interest of PWCCW in and to the Personal Property.

3. Consideration And Time Of Payment. The consideration (the "Consideration") to be received by PWCCW from the Partnership in exchange for the Property shall be Six Million Seven Hundred Fifty Thousand Dollars ($6,750,000), the net amount remaining after deducting $1,850,000 (the amount of principal and accrued interest secured by a mortgage on the Property being paid-off at the Closing) from the contribution price of Eight Million Six Hundred Thousand Dollars ($8,600,000), as adjusted pursuant to Paragraph 7 of this Agreement which shall be paid to PWCCW in the following manner:

(a) On the Effective Date, the Partnership shall deliver a check, subject to collection, in the amount of Twenty Thousand Dollars ($20,000) to the Escrow Agent, which check shall be payable to the order of the Escrow Agent and shall be held and disbursed pursuant to the Escrow Terms. Thereafter, within two (2) business days following the Due Diligence Expiration Date, the Partnership shall deliver a check, subject to collection, in the amount of Ten Thousand Dollars ($10,000) to the Escrow Agent, which check shall be payable to the order of the Escrow Agent and shall be held and disbursed pursuant to the Escrow Terms. In the event that PWCCW elects, pursuant to subparagraph (c) below, to receive all of the Consideration in Units in exchange for the contribution of the Property, the Escrow Agent shall release the Deposit to the Partnership at the Closing.

(b) The balance of the Consideration shall be paid to PWCCW at the Closing by wire transfer of immediately available funds to an account designated by PWCCW.

(c) In lieu of receiving the Consideration pursuant to subparagraphs (a) and (b) above, PWCCW may elect, at its option, to receive all or a portion of the Consideration in the form of Class A Units of Limited Partnership Interest ("Units") in the Partnership in exchange for the contribution to the Partnership of all or a portion, as the case may be, of the Property. PWCCW may make such election by providing the Partnership written notice no later than thirty (30) days prior to the Closing Date. Such election notice shall state the dollar amount of the Consideration to be received in Units. The number of Units issuable in satisfaction of the applicable portion of the Consideration that PWCCW elects to be so received shall be computed by dividing the aggregate dollar amount of such applicable portion of the Consideration by the Computed Market Price. The term "Computed Market Price" shall mean the average closing price for the Common Shares as reported by the New York Stock Exchange (the "NYSE") for the ten (10) trading day period immediately preceding the Due Diligence Termination Date. The distributions declared by the Partnership in respect of the Class A Units issuable pursuant to this Agreement during the initial calendar quarter in which the Closing occurs shall be pro-rated by the Partnership based on the number of days the Class A Units are outstanding during such quarter. For example, if the Class A Units issuable pursuant to this Agreement are issued on December 1, 1997, each of such Class A Units shall be entitled to receive an amount equal to one-third of the amount of the distribution payable to a Class A Unit that was outstanding during the full quarter.

(d) The transaction contemplated by this Agreement is conditioned upon the closing of the sale of the other properties identified on Exhibit "F" attached hereto (the "Other Properties"), so that no one or more of the Other Properties and the Property hereunder may be sold without all of the Property being sold unless expressly provided for in writing by the parties hereto and in any event the Deposit hereunder and thereunder shall be deemed a single deposit for the entire transaction.

4. Closing. The closing of the transactions contemplated by this Agreement (the "Closing") shall be held on or before December 12, 1997, on a mutually agreed date determined by PWCCW and the Partnership, at the offices of the Partnership, Plaza 1000 at Main Street, Suite 400, Voorhees, New Jersey, commencing at 10:00 a.m., time being of the essence.

5. Title And Conveyance Of The Property.

(a) At Closing, title to the Real Property shall be insurable at regular rates by Commonwealth Land Title Insurance Company (the "Title Insurer"), free and clear of all liens, encumbrances and restrictions other than the Permitted Exceptions; provided, however, that if title to any of the Real Property is not insurable as aforesaid, the Partnership's sole right and remedy shall be as set forth in Paragraph 5(b) below.

(b) (i) The Partnership has applied for a title insurance commitment (1992 ALTA Form with Creditor's Rights Exclusion Deleted) to be issued by the Title Insurer ("Commitment"), agreeing to issue to the Partnership, upon recording of the Deeds (as hereinafter defined) for each of the Real Property, an owner's policy of title insurance as above specified ("Title Policy"). Said Commitments shall agree to insure the proposed title of the Partnership to each of the Real Property subject only to the Permitted Exceptions and such other title exceptions as the Partnership has agreed to accept or is deemed to have accepted pursuant to this Paragraph. If any of the Commitments disclose any title exceptions in addition to the Permitted Exceptions and the Partnership objects to such additional title exceptions (the "Title Defects"), the Partnership shall notify PWCCW of such Title Defects with sufficient specificity to enable PWCCW to respond. The Partnership's notice of any Title Defects shall be given in writing to PWCCW no later than the date which is five (5) business days prior to the Due Diligence Termination Date, together with the Commitments and copies of all matters of record raised therein as exceptions thereto, after which the Partnership shall be deemed to have waived any and all Title Defects not so raised, except for Title Defects which are disclosed to the Partnership in continuations of title issued subsequent to the issuance of the Commitments, unless the Partnership fails to object to same in writing within three (3) business days after the Partnership's receipt of the continuation of title in which the same is disclosed, in which case the Partnership will be deemed to have waived such additional Title Defects. PWCCW shall have the right, but not the obligation (except as otherwise specifically provided), to cure such Title Defects and, if PWCCW elects to attempt to cure the Title Defects but has not cured same on or before the Closing Date, then the Closing Date may be extended by PWCCW at its sole option for up to thirty (30) days to enable PWCCW to effect such cure.

(ii) In the event that either (a) PWCCW is unable to convey title in accordance with the terms of this Agreement, (b) PWCCW elects not to cure or cause the removal of any exception to title, except as required in subparagraph (iii) below, or (c) if PWCCW is unable to satisfy any other conditions to the Partnership's obligations under this Agreement, then (except as otherwise specifically provided in subparagraph (iii) below) the sole liability of PWCCW shall be to (A) direct the Escrow Agent to return the Deposit to the Partnership and (B) reimburse the Partnership for the reasonable charges imposed by the Title Company for preparation of the Commitments (without the issuance of a policy) and for the reasonable fees paid by the Partnership to update the existing surveys (collectively "the Partnership's Reasonable Costs"), and upon such payments being made, this Agreement shall be deemed canceled and the parties hereto shall be released of all obligations and liabilities hereunder, except as to any provisions which expressly survive a termination of this Agreement; and the Partnership shall have no rights of action against PWCCW in law or in equity, for damages or, except for the purpose of enforcing PWCCW's contractual obligations under subparagraph (iii) below, for specific performance. Notwithstanding the foregoing, the Partnership shall have the right to waive any conditions to the Partnership's obligations hereunder, in which event PWCCW shall make the deliveries provided for herein to the Partnership to the extent that PWCCW is able so to do, and there shall be no reduction in the Consideration in such event.

(iii) Notwithstanding the provisions of the foregoing paragraph, if the condition of title to the Real Property at the Closing is other than that which the Partnership is required or agrees to accept hereunder solely by reason of any mortgages or other monetary liens (hereinafter referred to as "Liens") which can be satisfied or remedied by the payment of a liquidated amount of money not to exceed the Purchase Price, PWCCW shall not have the right to cancel this Agreement and PWCCW shall either (aa) discharge, satisfy, or bond the same or (bb) deliver such funds to be held in escrow required by the Title Company, in either event so that the Title Company shall affirmatively insure the full and complete discharge of the foregoing and shall agree to omit the same as an exception to its title insurance policy.

(iv) Notwithstanding anything to the contrary contained in this Agreement, PWCCW shall have no duty nor be required to take any action, to institute any proceedings or to incur any expense (other than as may be expressly required in subparagraph (iii) above) in order to remedy or remove any objections to title or otherwise to render title in accordance with the terms called for in this Agreement.

(c) The Partnership expressly understands, acknowledges and agrees that any failure by the Partnership to notify PWCCW in writing of any Title Defects on or before the expiration of the Due Diligence, shall for all purposes be deemed to be an acceptance by the Partnership of such Title Defects as if they were one or more of the Permitted Exceptions.

(d) At Closing, PWCCW will convey fee simple title to the Real Property by a Bargain and Sale Deed with covenant against grantor's acts (the "Deed"), subject in all cases to the Permitted Exceptions, in the forms attached hereto and made a part hereof as Exhibit "G".

(e) At Closing, PWCCW will transfer all of its right, title and interest in and to the Personal Property to the Partnership by executing a Bill of Sale ("Bill of Sale") in the form attached hereto and made a part hereof as Exhibit "H".

(f) At Closing, PWCCW will assign all of PWCCW's right, title, and interest, and the Partnership shall assume all of the obligations from and after the Closing Date, in, to and under the Leases, Licenses and the Contracts for the Property, by executing an Assignment and Assumption Agreement in the form attached hereto and made a part hereof as Exhibit "I" (the "Assignments").

6. Closing Documents.

(a) At the Closing, as a condition of the Partnership's obligation to close hereunder, PWCCW shall deliver or cause to be delivered the following:

(i) The Deed, executed by PWCCW, covering the Real Property (and separate quitclaim deeds to the Real Property utilizing new ALTA survey descriptions, if requested);

(ii) The Bills of Sale executed by PWCCW covering the Personal Property;

(iii) The Assignments, executed by PWCCW;

(iv) As many signed originals (or true and correct copies of same) of the Contracts, Leases, Licenses, and other items covered by the Assignments as are in the possession or control of PWCCW;

(v) All machinery and/or equipment operating manuals, technical data and other documentation relating to the building systems and equipment, and all machinery, equipment and other building warranties and guarantees, if any, but only to the extent that any of the same are in the possession or control of PWCCW;

(vi) All master and duplicate keys, combinations and codes to all locks and security devices for the Improvements which are in the possession or control of PWCCW;

(vii) Written notice from PWCCW or PWCCW's managing agent to each Tenant in form reasonably satisfactory to the Partnership stating that the Real Property have been sold to the Partnership and that tenant security deposits (if any) in PWCCW's possession have been transferred to the Partnership and directing the Tenants to make future rental payments to the Partnership at the address designated by the Partnership;

(viii) Non-foreign person certification in the form attached hereto as Exhibit "J";

(ix) All building records and Tenant lease files with respect to the Real Property which are in the possession of PWCCW;

(x) Each bill of current real estate taxes, sewer charges and assessments, water charges and other utilities and to the extent in PWCCW's possession or control, bills for each of the same for the three (3) years, together with proof of payment thereof (to the extent same have been paid);

(xi) All plans, specifications, as-built drawings, surveys, site plans, and final, written reports of architects, engineers and surveyors, and any other Personal Property forming part of the Property or any portion thereof, but only to the extent that the same exist and are in the possession of PWCCW or any property manager controlled by PWCCW;

(xii) An affidavit or affidavits of title in favor of the Title Insurer on the form used by such Title Insurer, in form reasonably acceptable to PWCCW to enable the Title Insurer to issue the Commitments described in Paragraph 5(b)(i). The Partnership shall require affirmative endorsements against mechanic's liens, consistent with PWCCW's obligations under Paragraph 5(b)(iii), above;

(xiii) A letter, from the New Jersey Department of Environmental Protection or its successor ("NJDEP") (A) stating that the provisions of the Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq., the regulations promulgated thereunder and any successor legislation and regulations are inapplicable to the Real Property (the "Non-Applicability Letter") and (B) granting a covenant not to sue the Partnership by the NJDEP in the form attached hereto as Exhibit "K";

(xiv) Subject to the provisions of Paragraph 11(d), below, Estoppel Letters, if any, received from Tenants;

(xv) Updated rent rolls, which shall be certified by PWCCW to be correct and complete as of Closing Date;

(xvi) Proof as to the due authorization and execution by PWCCW of the documents executed and delivered by PWCCW;

(xvii) Such affidavits of title or other certifications as shall be required by the Title Company to insure the Partnership's title to the Property as set forth in Section 3, and to provide affirmative endorsements
(a) against mechanic's liens, (b) insuring against any violation of existing covenants, conditions or restrictions, and insuring that future violation will not result in forfeiture of title, (c) insuring that all foundations in place as of the date of such policy are within the lot lines and applicable set back lines, (d) insuring that the buildings and structures on the Property do not encroach onto adjoining land or onto any easements, (e) insuring that confirming that there are no encroachments of improvements from adjoining land onto the Property (f) removing any exceptions for matters which an accurate survey would disclose, and (g) providing affirmative insurance with respect to such other matters as the Partnership or its lender shall specify;

(xviii) A Registration Rights Agreement in the form attached hereto as Exhibit "L" executed by PWCCW and the PWCCW Partners;

(xix) The closing certificate required pursuant to Paragraph 9;

(xx) An executed counterpart to the Agreement of Limited Partnership of the Partnership (the "Partnership Agreement") signed by each of the PWCCW Partners;

(xxi) An executed Tax Indemnity Agreement in the form attached hereto as Exhibit "M";

(xxii) An executed Investor Questionnaire in the form attached hereto as Exhibit "N"; and

(xxiii) An executed Guaranty in favor of the Partnership in the form attached as Exhibit "O".

(b) At the Closing, as a condition of PWCCW's obligation to close hereunder, the Partnership shall deliver or cause to be delivered the following:

(i) The balance of the Consideration (in immediately available funds or Units in accordance with Paragraph 3);

(ii) The Assignments, executed by the Partnership;

(iii) An agreement by the Partnership not to sell the Property for four years, including an indemnity for the Partnership's breach thereof;

(iv) A Registration Rights Agreement in the form attached hereto as Exhibit "L" executed by the Trust and a Tax Indemnity Agreement in the form attached hereto as Exhibit "M"; and

(v) The closing certificate required pursuant to Paragraph 9.

7. Prorations And Closing Costs. All matters involving prorations or adjustments to be made to the Consideration in connection with the Closing and not specifically provided for in any other provision of this Agreement shall be adjusted as provided below. Except as otherwise set forth herein, all items to be prorated pursuant to this Paragraph shall be prorated as of the Closing Date, with the Partnership to be treated as the owner of the Property, for purposes of prorations of income and expenses, on and after the Closing Date.

(a) Real estate taxes and all other ad valorem taxes, if any, with respect to the Real Property for the applicable fiscal or calendar year in which the Closing occurs shall be prorated on a per diem basis. If the amount of such taxes is not known on the Closing Date, taxes will be prorated on the basis of the most recently ascertainable tax bill. There shall

be no proration of PWCCW's insurance premiums or assignment of PWCCW's insurance policies and PWCCW shall be entitled to cancel all of its existing policies as of the Closing Date. The Partnership shall be obligated (at its own election) to obtain any replacement policies. The amounts of all telephone, electric, sewer, water and other utility bills, trash removal bills, janitorial and maintenance service bills relating to the Property and allocable to the period prior to the Closing Date shall be determined and paid by PWCCW before Closing, if possible, or shall be paid promptly thereafter by PWCCW or adjusted between the Partnership and PWCCW immediately after the same have been determined. The Partnership and PWCCW shall to the extent necessary enter into an agreement to such effect at Closing. PWCCW shall attempt to have all utility meters read as of the Closing Date. PWCCW shall further attempt to obtain from the provider of same, all other service statements and bills of account adjusted as of the Closing Date. PWCCW shall be entitled to refunds of all deposits, if any, paid by PWCCW or PWCCW's predecessor-in-interest prior to Closing and held by entities providing such service, or, at PWCCW's option, PWCCW shall transfer all of PWCCW's right, title and interest in and to such deposits to the Partnership at Closing and shall receive a full credit for the amount of such deposits. All Contracts and other obligations in connection with the Property, to the extent the same are intended to be assumed hereunder, shall be prorated as of the Closing Date.

(b) Special assessments which have been filed as a lien against any of the Real Property on or before the Closing Date and are not payable in installments shall be paid by PWCCW. Special assessments which have been filed as a lien against any of the Real Property, but which are payable in installments shall be adjusted based upon the installment payment for the fiscal or calendar year in which Closing takes place and the remaining unpaid assessments shall be assumed by the Partnership. Special assessments which are or may be pending, but which have not become a lien on the Real Property as of the Closing Date, and special assessments which are filed as a lien after the Closing Date, shall be assumed and paid by the Partnership.

(c) PWCCW shall pay the cost of State and County transfer taxes or stamps imposed in connection with the recordation of the Deeds for the Real Property. The Partnership shall pay the expense of the title searches, title premiums and any other title insurance costs on the owner's title insurance policies and the cost of obtaining any surveys, if desired by the Partnership. The Partnership agrees to pay the expense of the legal fees of its own counsel. The cost of all of the Partnership's Due Diligence Activities (as defined below) shall be borne solely by the Partnership.

(d) Any base, minimum or similar rents under the Leases collected by PWCCW for a rental period or portion thereof from or after the Closing Date shall be credited to the Partnership at Closing on a per diem basis. In addition, any security deposits held by PWCCW for any Lease, together with the interest due thereon, if any and if required under the terms of the Lease or as required by applicable law, shall either be credited or transferred to the Partnership at Closing at PWCCW's option. If any tenant is in arrears in the payment of rent or additional rent on the Closing Date, rents received from such tenant ninety (90) days after the

Closing Date shall be applied in the following order of priority: (a) to the Partnership, so long as such tenant is in arrears for current or prior rent arising after Closing, then (b) to PWCCW for all rent in arrears prior to the Closing Date; and then (c) to the Partnership with no further claim by PWCCW thereto. Except as herein provided, the Partnership is not under any obligation to collect rents in arrears for the benefit of PWCCW. Any rents which are delinquent or otherwise not paid at the time of Closing, and collected by the Partnership or PWCCW within ninety (90) days after Closing shall be apportioned as aforesaid and the portion to which PWCCW is entitled shall be promptly remitted by the Partnership to PWCCW. PWCCW shall have no claim to rents collected ninety (90) days after the Closing Date. PWCCW retains the right to pursue its remedies against Tenants after Closing for any delinquent rents or other amounts owed to PWCCW (other than proceedings to evict Tenant or terminate its lease). The Partnership shall not enter into any agreement pursuant to which any sums owed to PWCCW in respect of any Lease for periods prior to the Closing are reduced, modified or waived. The Partnership's obligations to collect rent arrearages shall be limited to commercially reasonable efforts, and the Partnership shall under no circumstance be required to commence litigation against any Tenant to collect the same.

(e) All leasing commissions due or to become due prior to the Closing Date for any Leases entered into before the date hereof and all amendments, renewals and modifications thereof entered into before the date hereof, shall be paid by PWCCW without contribution by, or reimbursement from, the Partnership. At Closing, the Partnership shall pay or reimburse PWCCW for any leasing commissions due or to become due prior to Closing for any Leases and for any amendments, modifications or renewals of any Leases entered into after the date hereof which are entered into in accordance with the provisions of Paragraph 15(e) hereof. The Partnership shall expressly assume and be solely obligated to pay all leasing commissions payable under all Leases entered into prior to the date hereof (including all amendments, renewals and modifications thereof) which are first due or payable on or after the Closing Date, regardless of the date on which such Leases (including all amendments, renewals and modifications thereof) were executed or any of the leasing commissions therefor earned, subject only to the Partnership's right to approve any new Leases or amendments, discretionary renewals or modifications of any Leases which are not otherwise permitted pursuant to Paragraph 15(e), below. PWCCW shall be responsible for the costs of, and shall pay or perform prior to Closing any tenant improvements and allowances for work performed or required to be performed (or paid, as applicable) prior to the Closing Date by or on behalf of PWCCW for all Leases (including all amendments, renewals and modifications thereof) entered into on or before the date of this Agreement for any of the Real Property. The Partnership shall assume, pay or reimburse (as applicable) PWCCW on the Closing Date for the costs of any tenant improvements and allowances for work to first be performed after the Closing Date pursuant to Leases (including all amendments, renewals and modifications thereof) entered into prior to the date of this Agreement; and all costs of tenant improvements and allowances incurred by or on behalf of PWCCW in connection with any Leases (including all amendments, renewals and modifications thereof) entered into after the date of this Agreement for any of the Real Property,

provided the same were approved by the Partnership or are otherwise permitted as set forth in Paragraph 15(e) hereof and provided that such costs are set forth on Exhibit "C" hereto.

(f) Amounts paid or payable as fees or expenses under any of the Licenses assigned at Closing, shall be prorated as of the Closing Date but all amounts refundable under unassigned and unassignable Licenses shall belong to PWCCW.

(g) PWCCW shall be solely responsible for the payment of any "roll back taxes" assessed or imposed upon any of the Real Property under the "Farmland Assessment Act of 1964," Chapter 58, Laws of 1964, N.J.S.A. 54:4 23-1 et seq., as amended or otherwise, which relate to any period prior to the Closing Date, and PWCCW agrees to indemnify, defend and save the Partnership harmless (including attorneys' fees) from and against any claim for such taxes.

(h) Miscellaneous income including, without limitation, telephone and vending machine income, if any, shall be prorated as of the Closing Date.

(i) All of the provisions of this Paragraph 7 and PWCCW's and the Partnership's respective rights and obligations hereunder shall survive the Closing.

8. Possession Of Property.

(a) PWCCW shall deliver possession to the Real Property to the Partnership on the Closing Date, subject only to the Permitted Exceptions.

(b) the Partnership shall assume, by execution of the Assignments, all of PWCCW's obligations in, to and under the Contracts, the Licenses and Leases. Notwithstanding the foregoing, the Partnership shall not assume management, leasing or brokerage agreements provided, however, that the Partnership shall remain liable for leasing commissions as set forth in Paragraph 7(e), above.

(c) All of the provisions of this Paragraph 8 and PWCCW's and the Partnership's respective rights and obligations hereunder shall survive the Closing.

9. Representations Of PWCCW, The PWCCW Partners and The Partnership.

(a) PWCCW hereby represents and warrants, as follows, all of which shall be true and correct at, and as of, the Effective Date:

(1) PWCCW is a general partnership duly organized and validly existing under the laws of the State of New Jersey, and is in good standing in such state.

(2) PWCCW has all necessary power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, without the consent or authorization of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have been or will be given, prior to the Closing. This Agreement constitutes, and the other documents and instruments to be delivered by PWCCW pursuant hereto when delivered will constitute, the legal, valid and binding obligations of PWCCW, enforceable against PWCCW in accordance with their respective terms.

(3) Except as set forth in Exhibit "P" attached hereto and made a part hereof, there is no litigation, proceeding or action pending or, to the best of PWCCW's knowledge, threatened against or relating to PWCCW or its Property which might materially and adversely affect PWCCW or its Property or which questions the validity of this Agreement or any action taken or to be taken by PWCCW pursuant hereto. PWCCW shall remain responsible to defend, and shall indemnify and hold the Partnership harmless from and against all liability, cost and expense relating to the litigation identified in on Exhibit "P", which obligation shall survive the Closing.

(4) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will constitute a violation or be in conflict with or constitute a default under any term or provision of the PWCCW's limited liability agreement or any other material agreement, instrument or lease to which PWCCW is a party, subject to any required consents or authorizations of, or notices to, third parties from whom such consents or authorizations will be obtained or to whom notices will be given prior to Closing.

(5) True, correct and complete copies of all of the following, together with any modifications or amendments thereof, but only if and to the extent the same are in PWCCW's possession or control, have been or will be delivered, or made available, to the Partnership within five (5) days following the execution of this Agreement: (i) Leases and rent rolls;
(ii) Contracts; (iii) leases of equipment, vehicles and other tangible personal property used by PWCCW in connection with the ownership and operation of the Property (the "Personal Property Leases"); (iv) Licenses; (v) surveys;
(vi) title reports; (vii) engineering reports; and (viii) environmental reports.

(6) To the best of PWCCW's knowledge, (i) all of the Leases, Contracts and Personal Property Leases and Licenses, are in full force and effect, (ii) there has been no action or failure to act by PWCCW or any other party to any Lease, Contract or Personal Property Lease which, with the giving of notice or the passage of time or both, would constitute a default in any material respect or otherwise entitle either party to damages or a right to terminate; and (iii) PWCCW has not received from any other party written notice with respect to the condition of the Property or the use or repair of the same or of any alleged default by PWCCW under any such Lease, or Personal Property Lease or License. Except as set forth on Exhibit "Q", each of the Contracts is terminable at will without penalty or cancellation fee upon

no more than thirty (30) days prior written notice but, except as hereinafter expressly provided, unless otherwise directed by the Partnership, the Contracts shall not be terminated by PWCCW as of Closing. Anything in this Agreement to the contrary notwithstanding, any and all existing management agreements and brokerage or leasing agreements shall be terminated as of Closing. The Partnership shall assume all Contracts not terminated at Closing pursuant to the Assignment.

(7) PWCCW shall indemnify and hold the Partnership harmless of, from and against any and all claims and liabilities arising out of the employment of any individuals by PWCCW and its affiliates, whether as employees or independent contractors. As of the Closing, there are and shall be no liens against the Real Property arising under the Employee Retirement Income Security Act of 1974, as amended, nor any other compensation or employment related lien or liability that could become the responsibility of the Partnership after the Closing. The Partnership shall be under no obligation to assume any of PWCCW's employees, it being PWCCW's sole responsibility and obligation to provide severance arrangements, if any, for all such employees. This Paragraph shall survive Closing.

(8) To PWCCW's actual knowledge, there are no public improvements in the nature of off-site improvements or otherwise, which have been ordered to be made and/or which have not heretofore been assessed and, to PWCCW's actual knowledge, there are no special or general assessments currently affecting or pending against the Real Property or any portion thereof.

(9) Except as set forth on Exhibit "P", PWCCW has not been served with written notice that it has been named as a party in any litigation, administrative proceeding or investigation naming PWCCW as a responsible party or potentially responsible party for any liability for clean-up costs, natural resource damages or other damages or liability for prior disposal or release of Hazardous Substances, Hazardous Wastes or other environmental pollutants or contaminants. For purposes of this Agreement, "Hazardous Substances" means those elements and compounds which are designated as such in Section 101(14) of the Comprehensive Response, Compensation and Liability Act (CERCLA), 42 U.S.C. Section 9601 (14), as amended, all petroleum products and by-products, and any other hazardous substances as that term may be further defined in any and all applicable federal, state and local laws (including, in New Jersey, the New Jersey Industrial Site Recovery Act (ISRA); and "Hazardous Wastes" means any hazardous waste, residential or household waste, solid waste, or other waste as defined in applicable federal, state and local laws. PWCCW has not received any summons, citation, directive, letter or other written communication, from any governmental or quasi-governmental authority concerning any intentional or unintentional action or omission on PWCCW's part which either (a) resulted in the releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping of Hazardous Substances or Hazardous Wastes, or (b) related in any way to the generation, storage, transport, treatment or disposal of Hazardous Substances or Hazardous Wastes.

(10) True and correct copies of the income and expense statements for the Property, and a current rent roll certified by PWCCW, will be delivered to the Partnership upon execution of this Agreement.

(11) PWCCW has received no written notice of any violation of any of the licenses, permits, consents, authorizations, approvals, and certificates of any regulatory, administrative or other governmental agency or body, if any, issued to or held by the PWCCW and related to the ownership or operation of the Property (collectively, the "Permits"), and there is no pending or, to the actual knowledge or PWCCW, threatened proceeding which could result in the revocation or cancellation of, or inability of PWCCW to renew, any Permit.

(12) To the best of PWCCW's knowledge, except as set forth in Exhibit "R" attached hereto and made a part hereof, all management fees, leasing commissions and tenant improvement allowances are fully paid, there are no brokerage commissions owing by PWCCW with respect to any of the Leases or otherwise related to the Property which have not been paid, and there are no ongoing commission or leasing fee obligations.

(13) PWCCW has received no written notice from any insurance company which has issued a policy with respect to the Property or by any board of fire underwriters (or other body exercising similar functions) claiming any defects or deficiencies or requesting the performance of any repairs, alterations or other work, and PWCCW will promptly notify the Partnership of any such notice or requirement if such notice is received prior to the Closing.

(14) PWCCW is not a "foreign person" and will deliver to the Partnership, at the Closing, a statement certifying that it is not a "foreign person" within the meaning of the Internal Revenue Code of 1986, as amended.

(15) PWCCW has not received written notice from any governmental agency or authority of outstanding material violations issued by governmental authorities having jurisdiction over the Real Property.

(16) Except as may be set forth in a Lease as specifically noted on Exhibit "C", there are no options, rights of first refusal or conditional sales agreements regarding the purchase and sale of the Real Property.

(17) There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Property other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "C". No tenant has advised PWCCW that PWCCW is in default under any of the Leases, or asserted any claim or basis for any claim for free or reduced rent or right of set off against the landlord or the rent

under the Leases, and PWCCW and its agent have no actual knowledge of any default or any event which has taken place which, with the passage of time, or the delivery of notice, or both, could become an event of default. PWCCW has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by PWCCW except as additional collateral for the existing mortgage upon the Property which shall be satisfied at or before Closing. No holder of any such collateral assignment has asserted or exercised any of its right to collect such rents. Each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "C" are the actual rents, income and charges being collected by PWCCW under the Leases. Except for the Lockheed Martin fit-out requirement under the applicable lease, for which PWCCW will remain obligated post-Closing to complete, all obligations of PWCCW which it is required to complete pursuant to any Lease (or any unsigned lease proposal or lease amendment) has been completed as of this date or shall be completed as of Closing, and all costs therefore have been or shall be paid by PWCCW, and all of PWCCW's work has or shall have been accepted by the Tenant without exception on or before Closing, other than routine punch list items, which items shall remain the responsibility of PWCCW following Closing, and which obligation shall expressly survive Closing. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. No tenant of the Property under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "C", no security deposits by tenants have heretofore been returned or applied to charges against the tenants.

(18) To the best of PWCCW's knowledge, the Property and the continued operation and use thereof comply with all applicable requirements of federal, state and local law, and all applicable requirements of governmental bodies or agencies having jurisdiction thereof, no portion of the Property lies within a flood hazard area, flood plain or wetland; and there are no outstanding notices of any violations issued by governmental authority having jurisdiction over the Property.

(19) Except as specifically set forth on the environmental reports of Dames & Moore and Weston, a copy of which is attached hereto as Exhibit "S-1" , or on the list of environmental conditions set forth on Exhibit "S-2" attached hereto or the Administrative Consent Orders attached as Exhibit "S-3", to the best of PWCCW's knowledge, no Hazardous Substances (defined below) and no Hazardous Wastes (defined below) are present on the Property including, without limitation, asbestos, flammable substances, explosives, radioactive materials, hazardous wastes, toxic substances, pollutants, pollution, contaminant, polychlorinated byphenyls ("PCBs"), urea formaldehyde foam insulation, radon, corrosive, irritant, biologically infectious materials, petroleum product, garbage, refuse, sludge, hazardous or waste materials, and there has been no use of the Property that may, under any federal, state or local environmental statute, ordinance or regulation, require, at any time, any closure or cessation of the use or occupancy of the Property and/or impose, at any time, upon the owner of the Property any clean-up or other monetary obligation. PWCCW hereby indemnifies and holds the

Partnership harmless of, from and against any and all liability, loss or damage suffered or incurred as a result of a claim, demand, cost or judgment in favor of a third party, including, without limitation, any governmental authority, arising from the deposit, storage, disposal, burial, dumping, injecting, spilling, leaking, or other placement or release in or on the Property of Hazardous Substances or Wastes during PWCCW's period of ownership. To the best of PWCCW's knowledge, neither the Property nor any portion thereof, have been identified on the federal CERLIS, the National Priorities List (40 C.F.R. Part 300, App. B) or any state or local list of potential hazardous waste disposal sites or as an industrial establishment. PWCCW has conducted a complete and thorough inspection and test of the underground storage tanks located on the Property, if any, and PWCCW has confirmed that, to the best of its knowledge, the results thereof show compliance with all requirements of the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. Sections 6901 et seq. and all other applicable federal, state and local laws, and PWCCW has taken all other necessary and appropriate action to comply fully therewith.

(20) To the best of PWCCW's knowledge, except for 1, 2 and 5 Foster Avenue which are each serviced by a septic system, all adequate utilities, useable public sanitary and storm sewers, public water facilities, electric facilities and, if any, gas facilities (collectively, the "Utilities"), are installed in, and are duly connected to, the Real Property, and can be used without charge except the normal and usual metered utility charges and water and sewer charges. All Utilities required for the operation of the Property either enter the Property through adjoining public streets or, if they pass through adjoining public land, do so in accordance with valid public easements or private easements which will inure to the benefit of the Partnership at no cost to the owner of the Property. All of said Utilities are installed and operating and all installation, connection and "tap-in" charges have been paid for in full.

(21) No work has been performed or is in progress at, and no materials have been furnished to the Property which, though not presently the subject of, might give rise to construction, mechanic's, materialmen's, municipal or other liens against the Property or any portion thereof, except that for which full and complete releases have been obtained. If any lien for any such work is filed before or after Closing, PWCCW shall promptly discharge the same.

(22) To the best of PWCCW's knowledge, none of the artwork being a part of the Personal Property was prepared on a "work for hire" basis and none of the artwork was commissioned after 1991.

(23) To the best of PWCCW's knowledge, all applicable charges, fees and assessments (including condominium fees, to the extent applicable) and any and all other sums due under declarations, cross-easements and like agreements to which the Property or any portion thereof may be subject, have been paid, and no special assessments thereunder are pending, and all consents and approvals required to be obtained under any such declarations, cross-easements and like agreements have been obtained pursuant to the requirements of such documentation.

(24) To the best of PWCCW's knowledge, all debts, liabilities, and obligations of PWCCW arising out of the construction, ownership, and operation of the Property including, but not limited to, construction costs, salaries, taxes, accounts payable and the like, have been paid as they became due and payable and shall continue to be so paid from the date hereof until the Closing Date.

(b) Each of PWCCW, RKS and PWMC, on its own behalf, hereby represents and warrants as follows, all of which shall be true and correct on, and as of, the Effective Date:

(1) That it has received a copy of the Trust's Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 1996, the Trust's Quarterly Reports on Form 10-Q, as amended, for the fiscal quarters ended March 31, 1997, June 30, 1997 and September 30, 1997, and all Current Reports on Form 8-K filed by the Trust during fiscal 1997, the Trust's proxy statement for its annual meeting of shareholders held on May 12, 1997 and a copy of the Partnership Agreement;

(2) That the Units and the Underlying Shares (collectively, the "Securities"), are being acquired for its own account without a view to public distribution or resale and that it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Securities or any portion thereof to any other person (other than from PWCCW to the PWCCW Partners);

(3) That it understands that the Securities have not been registered under the Securities Act or the securities laws of any state, and, as a result thereof, the Securities are "restricted securities" as defined in Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), and are subject to substantial restrictions on transfer;

(4) That it understands that the certificates evidencing the Securities shall bear a legend indicating that such Securities have not been registered under the Securities Act or any applicable state securities laws and the transferability thereof is subject to compliance with the Securities Act and applicable state securities laws;

(5) That it will not sell or otherwise transfer or dispose of any Securities or any portion thereof unless the Securities are registered under the Securities Act and any applicable state securities laws or it obtains an opinion of counsel which is satisfactory to the Partnership or the Trust, as appropriate, that the Securities may be sold in reliance on an exemption from such registration requirements, and that the Securities and certificates evidencing the same will bear a legend reflecting such restrictions;

(6) That it understands that (i) except as expressly set forth in the Registration Rights Agreement attached hereto as Exhibit "L", neither the Partnership

nor the Trust has any obligation or intention to register the Securities for resale under any federal or state securities laws and (ii) it therefore may be precluded from selling or otherwise transferring or disposing of any Securities or any portion thereof for an indefinite period of time or at any particular time;

(7) That in determining to acquire the Securities, it has relied solely upon its independent investigation, including the advice of its legal counsel and accountants or other financial and tax advisers or PWCCW representatives and has, during the course of discussions concerning the acquisition of the Securities, been offered the opportunity to ask such questions and inspect such documents concerning the Partnership and the Trust and their respective businesses and affairs as it has requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied;

(8) THAT IT UNDERSTANDS THAT THE ACQUISITION OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK, and that it can bear the economic risk of the acquisition of the Securities, including the total loss of its investment;

(9) That (i) it has adequate means of providing for its current needs and financial contingencies, (ii) it has no need for liquidity in this investment, (iii) it has no debts or other obligations, and cannot reasonably foresee any other circumstances, that are likely in the future to require it to dispose of the Securities, (iv) all its investments in and commitments to non-liquid investments are, and after its acquisition of the Securities will be, reasonable in relation to its net worth and current needs, and (v) it was not formed for the specific purpose of making an investment in the Securities;

(10) That it understands that no federal or state agency has approved or disapproved the Securities, passed upon or endorsed the merits of the offering of the Securities hereunder, or made any finding or determination as to the fairness of the Securities for investment; and

(11) That it understands that the Securities are being offered and distributed in reliance on specific exemptions from the registration requirements of federal and state securities laws and that each of the Partnership and the Trust is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of such exemption and the suitability of PWCCW and the PWCCW Partners to acquire the Securities. In this regard it understands that Common Shares will only be issued upon the conversion or redemption of, or otherwise pursuant to, the Units, if an exemption from the registration requirements of the Securities Act is then available for such issuance;

(12) It is an accredited investor, as defined in Rule 501(a) of Regulation D adopted under the Securities Act.

(c) It is agreed and understood that the Partnership intends to perform its own due diligence, investigation and analysis in connection with the transaction contemplated by this Agreement. If and to the extent that the Partnership determines prior to the Due Diligence Termination Date that any or all of the representations and warranties made in this Agreement by PWCCW or the PWCCW Partners shall be untrue as a result of such due diligence, investigation or analysis, the Partnership shall not be entitled to rely on such representation(s) and warranty(ies) contained in this Agreement and the same shall be deemed to have been deleted from this Agreement as to such matters. Accordingly, in the event that the Partnership has now or hereafter acquires prior to the Due Diligence Termination Date actual knowledge that one or more of the representations and warranties of PWCCW or the PWCCW Partners are not true, no such fact or circumstance known to the Partnership shall be made the basis of a claim by the Partnership of a breach of representation or warranty by PWCCW or a Member, as the case may be.

(d) Notwithstanding anything to the contrary contained in this Agreement, in the event any representation, agreement or undertaking made by PWCCW or the PWCCW Partners in this Agreement shall prove to be false and the cost or expense incurred or likely to be incurred by the Partnership as a result thereof shall not exceed $50,000 in the aggregate, such misrepresentation, agreement or undertaking shall be deemed "immaterial" and shall not give rise to any right of the Partnership to terminate or refuse to close title under this Agreement or give rise to any right of action for money damages or specific performance and the Partnership hereby waives all its rights, claims and remedies relating thereto. The Partnership's sole remedy in the event any representation, agreement or undertaking of PWCCW or the PWCCW Partners which is discovered by the Partnership at or prior to the Closing herein shall prove to be false and the cost or expense incurred or likely to be incurred by the Partnership as a result thereof exceeds $50,000 shall be to terminate this Agreement by written notice given at or prior to Closing, which notice shall specify in detail the nature of the misrepresentation and identify in detail the costs incurred or likely to be incurred by the Partnership, and thereupon the Partnership shall receive a refund of the Deposit, and PWCCW shall reimburse the Partnership for the Partnership's Reasonable Costs and Due Diligence Costs. To the extent the Partnership has actual knowledge that any representation, agreement or undertaking is false at or prior to the Closing, and does not or is not permitted to terminate this Agreement, the Partnership hereby waives all of its rights, claims and remedies relating thereto.

(e) The Partnership and the Trust hereby represent and warrant as follows, all of which shall be true and correct at, and as of, the Effective Date:

(1) The Partnership is a limited partnership duly formed and validly existing under the laws of the State of Delaware, and is in good standing with the State of Delaware. The Trust is a real estate investment trust duly formed and validly existing under the laws of the State of Maryland, and is in good standing with the State Department of Assessments and Taxation of Maryland.

(2) Subject to Paragraph 9(e)(5), below, the Partnership and the Trust have all necessary power and authority to enter into this Agreement, to perform their obligations hereunder, and to consummate the transactions contemplated hereby, without the consent or authorization of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have been or will be given, prior to the Closing. This Agreement constitutes, and the other documents and instruments to be delivered by the Partnership and the Trust pursuant hereto when delivered will constitute, the legal, valid and binding obligations of the Partnership and the Trust, enforceable against the Partnership and the Trust in accordance with their respective terms.

(3) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (a) violate any provision of any organizational document of the Partnership or the Trust, or (b) constitute a violation of or be in conflict with or constitute a default under any term or provision of any material agreement, instrument or lease to which the Partnership or the Trust is a party.

(4) There is no litigation, proceeding or action pending, or, to the best of the Partnership's or the Trust's knowledge, threatened against or relating to the Partnership or the Trust which might materially and adversely affect the ability of the Partnership or the Trust to consummate the transactions contemplated hereby or which questions the validity of this Agreement or any action taken or to be taken by the Partnership or the Trust pursuant hereto.

(5) The execution and delivery of this Agreement shall have been approved by the Board of Trustees of the Trust on or prior to the Due Diligence Termination Date and no further action shall thereupon be required on the part of the Partnership or the Trust to consummate the transaction contemplated hereby. The signatories for the Partnership and the Trust are authorized and empowered to bind the Partnership and the Trust to this Agreement and all transactions contemplated herein.

(6) Except as otherwise set forth in Paragraph 9(e)(5) above, in connection with the listing application with the NYSE pursuant to Paragraph 17(d) and the registration of the Underlying Shares pursuant to the Registration Rights Agreement attached hereto as Exhibit "L" and as required by any applicable state securities or "blue sky" laws, no consent, approval or authorization of, or declaration, filing or registration with, any governmental agency is required in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereunder by the Trust or the Partnership.

(7) The Partnership has sufficient funds available to consummate the transactions contemplated by this Agreement, without the necessity of third-party financing other than other than the Partnership's existing revolving credit facility administered by Nationsbank, N.A. The Partnership and the Trust acknowledge that their

obligations hereunder are not conditioned upon any third party financing or capital infusion by another party.

(8) The Securities, upon issuance, if any, will be duly and validly issued, fully-paid and non-assessable.

(9) The information contained in the Trust's Annual Report on Form 10-K for the year ended December 31, 1996 was prepared in all material respects in accordance with and complied in all material respects with the requirements of the rules of the Securities and Exchange Commission, and did not at the time that it was filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(f) As to any representation or warranty made in this Agreement which is qualified as being to the best knowledge of the Partnership or PWCCW, it is agreed and understood that such party shall be under no obligation to conduct any independent investigation or inquiry regarding the matters covered by such representation and warranty. The Partnership or PWCCW will be deemed to have knowledge of a particular matter only if the facts and circumstances thereof are actually known to such party making such representation or warranty.

(g) All of the representations and warranties set forth in this Paragraph 9 shall be deemed renewed by PWCCW, the PWCCW Partners and the Partnership on the Closing Date and shall, as a condition to each party's obligation to close hereunder, be recertified by each party as being true and correct in all material respects as of the Closing Date as if made at such time (it being understood that specific, numbered representations and warranties that speak of a specified date shall only continue to speak as of the date so specified), and all such representations shall survive for a period of one year from the Closing.

10. Access To The Property.

(a) The Partnership and/or its agents and representatives, during normal business hours and after reasonable advance notice to PWCCW, may enter upon any of the Real Property from time to time prior to the Closing Date, accompanied by an agent of PWCCW, for purposes of conducting such inspections, investigations and/or studies as the Partnership deems necessary, including, without limitation, financial reviews, physical inspections, lease reviews and environmental reviews and testing, which activities may include test borings and soil samplings ("the Partnership's Due Diligence Activities"). The Partnership's access to the Real Property shall be subject to the rights of the Tenants of any of the Real Property, who shall not be unreasonably disturbed during any such inspection by the Partnership. The Partnership shall not engage in any activity in or about the Real Property which directly or indirectly violates the terms of any governmental or quasi-governmental statute, rule, regulation, order or practice. The Partnership shall not make any physical changes to any of the Real

Property, except for test borings and soil samplings which shall be performed only by licensed engineers reasonably acceptable to PWCCW and only after three
(3) business days' prior notice to PWCCW. The Partnership may contact any governmental or quasi-governmental authorities concerning the Property without the prior written approval of PWCCW. PWCCW shall have the opportunity to observe any and all action taken by the Partnership or its representatives, consultants, agents, etc. pursuant to this Paragraph 10. All information set forth in any document which PWCCW has granted to the Partnership the express right to review, if any, shall be held in strict confidence until Closing and thereafter in the event Closing does not occur. If the Partnership violates its obligations under this Paragraph 10(a) or in the event of any physical damage to any of the Real Property or any Personal Property resulting, directly or indirectly, from the exercise by the Partnership of its rights under this Paragraph 10(a), the Partnership hereby agrees to restore the Real Property and Personal Property to their respective conditions prior to incurring such damage. The Partnership hereby agrees to indemnify, defend and hold harmless PWCCW from and against all physical damage to any of the Real Property and Personal Property, personal injury and/or any other claims or liability which may occur as a result of the Partnership's (or the Partnership's agents, employees, invitees or licensees) entry or activities upon any of the Real Property. The provisions of this Paragraph 10(a) shall survive Closing or other termination of this Agreement.

(b) The Partnership, or any of the Partnership's consultants performing physical tests on the Real Property shall maintain public liability insurance policies (naming PWCCW as an additional named insured with respect to any liability occurring on the Real Property), with combined single limit coverage of at least $1,000,000, insuring against claims arising as a result of the inspections of the Partnership, its agents, employees or such contractors at any of the Real Property. A certificate of insurance evidencing the foregoing coverage shall be delivered to PWCCW prior to the Partnership's or any of the Partnership's consultants' entry on to any of the Real Property.

(c) In the event Closing does not occur or this Agreement is terminated, the Partnership shall promptly return to PWCCW any documents obtained from PWCCW or PWCCW's agents and deliver to PWCCW, without charge, copies of all written test results, studies, reports and similar materials obtained by or on behalf of the Partnership relating to any of the Real Property.

11. Due Diligence Period; Additional Provisions.

(a) During the period commencing on the Effective Date and ending at 5:00 p.m. E.S.T. on the Due Diligence Termination Date, the Partnership may, subject to the provisions set forth in Paragraph 10 above, review all plans and specifications, condition of title, agreements relating to and the availability of utilities, environmental conditions, the physical condition of the existing improvements, compliance by the Property with zoning, licensing and all other governmental requirements, Leases for any of the Real Property, operating statements pertaining to the Property and all other aspects and conditions of the Property which the

Partnership may decide to review (collectively, "the Partnership's Due Diligence Activities"), all as the Partnership shall deem appropriate). In connection with the Partnership's Due Diligence Activities, PWCCW has delivered or will deliver to the Partnership various documents, reports and materials (collectively, the "PWCCW Due Diligence Materials"). THE PARTNERSHIP UNDERSTANDS AND HEREBY ACKNOWLEDGES AND AGREES THAT THE PWCCW DUE DILIGENCE MATERIALS ARE BEING DELIVERED TO THE PARTNERSHIP WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER BY PWCCW OR BY THE PREPARER OF SUCH PWCCW DUE DILIGENCE MATERIALS, WITH THE SOLE EXCEPTION OF ANY REPRESENTATION OR WARRANTY AS TO THE CORRECTNESS, ACCURACY OR COMPLETENESS THEREOF WHICH IS EXPRESSLY SET FORTH IN THIS AGREEMENT.

(b) If, as a result of the Partnership's Due Diligence Activities or otherwise, the Partnership shall conclude, for any reason or for no reason, that it does not wish to proceed with the transaction contemplated by this Agreement, it may terminate this Agreement by written notice delivered to and received by PWCCW on or before 5:00 P.M. E.S.T. on the Due Diligence Termination Date (as to which date time shall be of the essence), with a simultaneous copy thereof to the Escrow Agent. In the event of such timely termination of this Agreement by the Partnership, the Escrow Agent shall make the delivery of funds contemplated under Paragraph 1 of the Escrow Terms, and this Agreement shall thereupon be null and void and of no further force or effect, except as to those matters which expressly survive such termination.

(c) PWCCW shall obtain, prior to the Closing the Non-Applicability Letter and the NJDEP Letter from the NJDEP or its successor. In furtherance of the foregoing, PWCCW shall apply for the Non-Applicability Letter promptly after the Effective Date, and shall pursue the same diligently and in good faith.

(d) The Partnership agrees to prepare and forward to PWCCW, at the Partnership's sole cost and expense, certificates (the "Estoppel Certificates") for execution by the Tenants which shall, at the Partnership's election, either (i) be in such form or contain such information as the Tenant from whom request is made is obligated under its Lease to execute and deliver for execution by the Tenants (the "Required Form"), or (ii) in the form annexed hereto as Exhibit "T". PWCCW agrees to deliver the Estoppel Certificates to the Tenants promptly after the Partnership's written election as to the form to be used (which election shall be made not later than five (5) days after the date hereof), and to use all reasonable and diligent efforts to obtain executed copies of same from such Tenants prior to the Closing. It shall be a condition to the Partnership's obligations hereunder that, at or prior to Closing, Estoppel Certificates shall have been obtained from at least 75% of the Tenants at each Property, including those identified on Exhibit "U" annexed hereto and made a part hereof (the "Identified Tenants"), BUT ONLY IF THE INITIAL REQUEST MADE OF SUCH TENANT WAS FOR AN ESTOPPEL CERTIFICATE IN THE REQUIRED FORM, provided, however, if an estoppel in the Required Form is not obtained from an Identified Tenant, PWCCW may, in lieu thereof, deliver its certificate containing the information set forth on the Required Form, which certificate shall

serve as PWCCW's representation as to the facts stated therein, which representation shall survive for a period of six (6) months following the Closing. In no event shall the Partnership's obligations under this Agreement be conditioned, in whole or in part, upon the delivery of Estoppel Certificates from any Tenant in other than the Required Form.

12. Condemnation. PWCCW covenants and warrants that PWCCW has not received any written notice of any condemnation proceeding or other proceeding in the nature of eminent domain in connection with the Real Property, and has no actual knowledge of any threatened condemnation. As used herein, a "material taking" shall mean a taking of either an entire Real Property, more than twenty percent (20%) of a Building or more than 10% of the parking area of a Real Property. If, prior to the Closing, any such proceeding affecting a material portion of any of the Real Property is commenced, PWCCW agrees promptly to notify the Partnership thereof. In the event of a material taking of one or more Real Property or commencement of proceedings in connection with such a taking, the Partnership may, at its sole option exercised by delivery of written notice thereof within ten (10) days after receipt of such written notice thereof, (x) proceed to Closing as provided in this Paragraph 12 without an abatement of the Consideration and at Closing PWCCW shall assign to the Partnership, without recourse, all condemnation proceeds paid or payable with respect thereto; or (y) terminate this Agreement with respect to the Property as to which a material taking has occurred, whereupon this Agreement shall terminate with respect to such Real Property and this Agreement shall continue in full force and effect with respect to all of the remaining Real Property, and at Closing, the Partnership shall pay to PWCCW the aggregate of the Allocated Prices for the remaining Real Property. Provided the Partnership shall have waived its right to terminate this Agreement with respect to the Real Property so taken, as provided above, PWCCW shall not, from and after the Due Diligence Termination Date, settle or adjust any claims relating to a condemnation without the Partnership's prior approval, which shall not be unreasonably withheld or delayed.

13. Damage By Fire Or Other Casualty.

(a) PWCCW shall promptly notify the Partnership of damage to the Improvements occurring by reason of casualty during the period between the Effective Date and the Closing Date. PWCCW shall timely notify any insurance companies with respect to any damage and shall promptly submit claims for such damage. Provided the Partnership shall have waived its right to terminate this Agreement with respect to the Real Property so damaged, as provided below, PWCCW shall not, from and after the Due Diligence Termination Date, settle or adjust any claims relating to a casualty without the Partnership's prior approval, which shall not be unreasonably withheld or delayed.

(b) If (i) any portion of the Improvements is damaged by fire or casualty after the Execution Date and the Improvements so damaged are not repaired or restored on or before Closing to substantially the condition existing prior to the damage, and (ii) at the time of Closing, the estimated cost of repairs by reason of such fire or casualty to the

Improvements, as determined by an independent adjuster is, with respect to any of the Real Property so damaged, an amount equal to or less than ten percent (10%) of the Consideration allocated for such Real Property, there shall be no abatement or adjustment in the Consideration and, provided the loss or damage is a covered loss under PWCCW's insurance policy, the Partnership shall be required to purchase all of the Real Property in accordance with the terms of this Agreement and, at Closing, PWCCW shall assign to the Partnership, without recourse, all insurance claims and proceeds with respect thereto (less sums theretofore expended, if any, by PWCCW for emergency repairs or barricades) and PWCCW shall credit the Partnership at Closing with the amount of any applicable deductible. PWCCW shall have no liability or obligation with respect to the condition of any of the Real Property as a result of any such fire or casualty. If the repair to, or the restoration of, the Improvements so damaged has not been completed as aforesaid and, at the time of Closing, the estimated cost of such repair or restoration, as determined by such independent adjuster, for any of the Real Property is an amount which is greater than ten percent (10%) of the Consideration allocated for the applicable Real Property, the Partnership may, at its sole option, (x) proceed to Closing as provided in this Paragraph 13(b) without an abatement of the Consideration and at Closing PWCCW shall assign to the Partnership, without recourse, all insurance claims and proceeds with respect thereto (less sums theretofore expended, if any, by PWCCW for emergency repairs or barricades) and PWCCW shall credit the Partnership at Closing with the amount of any applicable deductible; or (y) terminate this Agreement with respect to the Property which have suffered damage to the Improvements by fire or other casualty in an amount which exceeds ten percent (10%) of the Consideration allocated for such Real Property(s) whereupon this Agreement shall terminate with respect to such damaged Real Property(s) and this Agreement shall continue in full force and effect with respect to all of the remaining Real Property, and at Closing, the Partnership shall pay to PWCCW the aggregate of the Considerations for the remaining Real Property. The Partnership shall assign all of its right, title and interest in and to any and all insurance policies and insurance proceeds relating to such of the Real Property for which this Agreement has been terminated.

14. Default.

(a) If the Partnership shall default in its obligations to pay the Consideration and complete Closing in accordance with the terms of this Agreement, then, as PWCCW's sole and exclusive remedy therefor, PWCCW shall be entitled to retain the Deposit as liquidated and agreed upon damages for the losses and injuries which PWCCW shall have sustained and suffered as a result of the Partnership's default, and thereupon this Agreement and the Partnership's obligations hereunder shall be terminated except as expressly provided in this Agreement. It is agreed that the provisions of this Paragraph 14(a) for liquidated and agreed upon damages are a bona fide provision for such and are not a penalty, the parties understanding that by reason of the withdrawal of the Real Property from sale to the general public at a time when other parties would be interested in purchasing such Real Property, that PWCCW shall have sustained damages which will be substantial, but will not be capable of determination with

mathematical precision. Therefore, this provision for liquidated and agreed upon damages has been incorporated as part of this Agreement as a provision beneficial to both parties.

(b) If PWCCW shall default in its obligation to deliver any of the Deeds or other items described in Paragraph 5 hereof, upon the Partnership's
(i) tender of the full Consideration and (ii) compliance with all of the material terms and conditions of this Agreement, the Partnership shall have the sole option of terminating this Agreement and receiving the return of the Deposit, together with payment by PWCCW of (A) the Partnership's Reasonable Costs, and (B) the Partnership's actual, documented out-of-pocket costs and expenses incurred in connection with its Due Diligence Activity, not to exceed Seventy Five Thousand Dollars ($75,000) ("Due Diligence Costs") for the entire Paint Works Property and the Other Properties or (Y) to seek specific performance of PWCCW's obligation to convey the Real Property in accordance with this Agreement. If the Partnership elects to terminate this Agreement, upon payment of the sums described above, PWCCW shall be released and relieved of any further liability and this Agreement shall thereupon be null and void. Except as expressly set forth above, the Partnership hereby waives any right which the Partnership may have to any lis pendens or other lien or encumbrance against any of the Real Property, equitable relief, consequential or punitive damages, loss of profits, costs related to in-house or other overhead allocations, and damages. The remedies set forth herein shall be the Partnership's sole remedies pursuant to this Agreement, or otherwise at law or in equity shall become null and void if Closing occurs (except as to obligations hereunder which by their terms expressly survive Closing), and shall not apply to a defect in title, the remedies for which are set forth in Paragraph 5(b) hereof, or to any inability on the part of PWCCW to perform its obligations under this Agreement.

15. Operations Prior To Closing.

(a) PWCCW agrees to operate the Property between the Effective Date and the Closing Date in the same general manner as PWCCW has operated the Property during the immediately preceding six (6) month period, paying all costs and expenses as they come due, and in any event prior to Closing, and maintaining all insurance coverage currently in force.

(b) PWCCW shall comply with all of the obligations of landlord under the Leases and all other agreements and contractual arrangements affecting the Real Property by which PWCCW is bound or to which the Real Property, or any of them, are subject, and which will be binding upon the Partnership or a lien upon such Real Property, after the Closing.

(c) PWCCW shall notify the Partnership promptly of PWCCW's receipt of any notice from any party alleging that PWCCW is in default of its obligations under any of the Leases or any Permit or agreement affecting the Real Property, or any portion or portions thereof.

(d) No contract for or on behalf of or affecting the Real Property shall be negotiated or entered into which cannot be terminated by PWCCW upon the Closing without the payment of a specific charge, cost, penalty or premium for such termination.

(e) Except with the prior written consent of the Partnership, which the Partnership agrees it shall not unreasonably withhold, condition or delay, PWCCW shall not enter into any new leases for any portion of the Real Property. Any new lease shall be on the Partnership's customary form (which may vary to reflect customary negotiated revisions thereto), or such other form which is reasonably acceptable to the Partnership. Further, except with the prior written consent of the Partnership, which the Partnership agrees it shall not unreasonably withhold, condition or delay, or as set forth above, PWCCW shall not amend, extend (except where required under the terms of the Lease in question), terminate (except by reason of a tenant's default), accept surrender of, or permit any assignments or subleases of, any of the Leases (except as may be required under such Lease), nor accept any rental more than one (1) month in advance (exclusive of any security deposit).

(f) PWCCW shall not make or permit to be made any capital improvements or additions to the Real Property, or any portion thereof, without the prior written consent of the Partnership, except those made by PWCCW pursuant to the express requirements of this Agreement, those made by tenants pursuant to the right to do so under their Leases, or by PWCCW if required by applicable law or ordinance, or as required under any Lease.

(g) PWCCW shall timely bill all tenants for all rent billable under Leases, and use commercially reasonable efforts to collect any rent in arrears.

(h) PWCCW shall notify the Partnership of any tax assessment disputes (pending or threatened) prior to Closing, and from and after the Due Diligence Expiration Date, PWCCW not agree to any changes in the real estate tax assessment, nor settle, withdraw or otherwise compromise any pending claims with respect to tax assessments relating to the current or any subsequent year, without the Partnership's prior written consent, which shall not be unreasonably withheld, delayed or conditioned. If any proceedings shall result in any reduction of assessment and/or tax for the tax year in which the Closing occurs, it is agreed that the amount of tax savings or refund for such tax year, less the reasonable fees and disbursements in connection with such proceedings, shall be apportioned between the parties as of the date real estate taxes are apportioned under this Agreement. All refunds relating to any tax year prior to the Closing shall be the sole property of PWCCW, and all refunds relating to any year subsequent to the year in which Closing occurs shall be the sole property of the Partnership. Each party agrees to promptly remit to the other any refund received by it which is the property of the other.

(i) PWCCW shall notify the Partnership promptly of the occurrence of any of the following:

(i) Receipt of notice from any governmental or

quasi-governmental agency or authority or insurance underwriter relating to the condition, use or occupancy of the Real Property, or any portion thereof;

(ii) Receipt of any notice of default from any tenant or from the holder of any lien or security interest in or encumbering the Real Property, or any portion thereof;

(iii) Notice of any actual or threatened litigation against PWCCW or affecting or relating to the Real Property, or any portion thereof which may materially and adversely affect the Real Property or PWCCW's ability to consummate the transactions contemplated by this Agreement; or

(iv) Vacancy of any demised Property by a tenant, other than in accordance with a scheduled lease termination.

16. PROPERTY CONVEYED "AS-IS, WHERE IS". IT IS UNDERSTOOD AND AGREED THAT, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, PWCCW IS NOT MAKING AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE ECONOMICAL, FUNCTIONAL, ENVIRONMENTAL OR PHYSICAL CONDITION OF ALL OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE, ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITIONS, AVAILABILITY OF ACCESS, INGRESS OR EGRESS, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE ECONOMICAL, FUNCTIONAL, ENVIRONMENTAL OR PHYSICAL CONDITION OF THE PROPERTY INCLUDING, WITHOUT LIMITATION: (I) THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF ANY OF THE PROPERTY, (II) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO ANY OF THE PROPERTY AND (III) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF ANY OF THE PROPERTY. THE PARTNERSHIP AGREES THAT WITH RESPECT TO THE PROPERTY, THE PARTNERSHIP HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF PWCCW OR ANY AGENT OF PWCCW NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. THE PARTNERSHIP REPRESENTS THAT IT IS A KNOWLEDGEABLE THE PARTNERSHIP OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF THE PARTNERSHIP'S CONSULTANTS, AND THE REPRESENTATIONS AND WARRANTIES OF PWCCW CONTAINED IN THIS AGREEMENT, SUBJECT, HOWEVER, TO THE LIMITATIONS CONTAINED HEREIN UPON SUCH REPRESENTATIONS AND WARRANTIES, AND THAT PWCCW HAS OR SHALL HAVE AFFORDED THE PARTNERSHIP WITH A FULL

AND COMPLETE OPPORTUNITY TO MAKE ITS OWN INDEPENDENT INVESTIGATION OF THE PROPERTY AND ALL MATTERS PERTAINING THERETO INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF AND, UPON CLOSING, SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY THE PARTNERSHIP'S INSPECTIONS AND INVESTIGATIONS. THE PARTNERSHIP ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, PWCCW SHALL SELL AND CONVEY TO THE PARTNERSHIP AND THE PARTNERSHIP SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS," WITH ALL FAULTS, AND THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS (EXCEPT AS HEREIN SPECIFICALLY PROVIDED), COLLATERAL TO OR AFFECTING ANY OF THE PROPERTY BY PWCCW, ANY AGENT OF PWCCW OR ANY THIRD PARTY. THE PARTNERSHIP EXPRESSLY AGREES THAT THE TERMS AND CONDITIONS OF THIS PARAGRAPH 16 SHALL EXPRESSLY SURVIVE THE CLOSING AND NOT MERGE THEREIN AND PWCCW IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO ANY OF THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO IN THIS AGREEMENT.

17. Conditions Precedent to Closing.

The obligations of the Partnership hereunder are subject to the fulfillment of the following conditions prior to or on the Closing Date (any one of which may be waived in whole or in part by the Partnership at or prior to the Closing) and in the event any of the conditions are not complied with, the Partnership may terminate this Agreement by notifying the PWCCW and Escrow Agent and thereupon shall be returned the Deposit and thereafter this Agreement shall be null and void:

(a) Correctness of Warranties and Representations. The warranties and representations made by PWCCW and the PWCCW Partners in this Agreement shall be true and correct on the Closing Date as though such representations and warranties were made on the Closing Date (except for changes in the Leases permitted under the terms of this Agreement).

(b) Compliance with Terms and Conditions. PWCCW shall have performed and complied with all of the terms and conditions required by this Agreement, including, without limitation, the delivery of all required documents pursuant to Paragraph 6(a), to be performed and complied with by it prior to or on the Closing Date.

(c) The Partnership's Satisfaction with Inspection. The Partnership shall have notified PWCCW of the Partnership's satisfaction with the inspection performed under

Paragraph 11 of this Agreement, or shall fail to notify PWCCW on or before the Due Diligence Expiration Date, of the Partnership's dissatisfaction with the results of such review.

(d) Exchange Approval. On or prior to the Closing Date, the Underlying Shares shall have been approved for listing with the NYSE, upon official notice of issuance.

(e) Shareholder Approval. The Partnership shall have received confirmation that the issuance of the Securities will not require approval of the Trust's security holders under the rules of the NYSE.

(f) 9.8% Limitation. The number of Underlying Shares shall not exceed that number that is equal to 9.8% of the number of outstanding Common Shares of the Trust.

(g) Issuance of the Units. The issuance of the Units, if any, shall be (i) exempt from the registration requirements of the Securities Act and
(ii) either exempt from, or registered pursuant to, any applicable state securities or "blue sky" registration requirements.

18. Brokers.

(a) PWCCW and the Partnership each represent to the other that neither PWCCW nor the Partnership has dealt with any real estate broker, dealer or salesman in connection with the subject transaction.

(b) PWCCW and the Partnership shall and hereby each agree to indemnify, defend, and hold harmless the other from and against any loss, damage, or claim resulting from a breach of the representations of PWCCW and the Partnership set forth in Paragraph 18(a) hereof.

(c) The provisions of this Paragraph 18 shall survive Closing hereunder, or any other termination of this Agreement.

19. Notices. All notices, requests and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered (i) in person, or (ii) by certified mail, return receipt requested, or
(iii) by recognized overnight delivery service providing positive tracking of items (for example, Federal Express), or (iv) by confirmed telecopier, in each case addressed as follows (or at such other address of which PWCCW or the Partnership shall have given notice as herein provided):

If to the Partnership, addressed to:

Brandywine Operating Partnership, L.P.

Newtown Square Corporate Campus 16 Campus Boulevard Suite 150
Newtown Square, PA 19073 Attn: Gerard H. Sweeney, President and Chief Executive Officer

with a copy in each instance to:

Brad A. Molotsky, General Counsel Brandywine Operating Partnership, L.P.

Newtown Square Corporate Campus
16 Campus Boulevard
Suite 150
Newtown Square, PA 19073

If to PWCCW or Member, addressed to:

Scarborough Properties
20 E. Clementon Road, Suite 201
Gibbsboro, New Jersey 08026
Attention: R. Randle Scarborough

with a copy in each instance to:

Kelly Young, Esquire
20 East Clementon Road, Suite 202
Gibbsboro, New Jersey 08026

If to Escrow Agent, addressed to:

M. Gordon Daniels, Esquire
Commonwealth Land Title Insurance Company
1700 Market Street
Philadelphia, Pennsylvania 19103

or to such-other address or addresses and to the attention of such other person or persons as any of the parties may notify the other in accordance with the provisions of this Agreement. All such notices, requests and other communications shall be deemed to have been sufficiently given for all purposes hereof only if given pursuant to the foregoing requirements as to both manner and address, and only upon receipt (or refusal to accept delivery) by the party to whom such notice is sent. Notices by the parties may be given on their behalf by their respective attorneys.

20. Successors And Assigns. Except to a subsidiary or related party, the Partnership may not assign this Agreement or any rights herein or any portion hereof without the prior written consent of PWCCW, which may be withheld for any reason or for no reason, except that no such consent shall be required to an assignment of this Agreement by the Partnership to the Trust or a subsidiary of the Partnership. This Agreement shall apply to, inure to the benefit of and be binding upon and enforceable against the parties hereto and their respective permitted successors and assigns, to the same extent as if specified at length throughout this Agreement.

21. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one and the same Agreement.

22. Time Of The Essence. Time is of the essence of each and every provision in this Agreement. If any time period or date ends on a day or time which is a weekend, legal holiday or bank holiday, such period shall be extended to the same time on the next business day.

23. Judicial Interpretation. Should any provision of this Agreement require judicial interpretation, it is agreed that the court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agent prepared the same, it being agreed that the agents of all parties have participated in the preparation of this Agreement.

24. Captions And Recitals. The captions contained herein are not a part of this Agreement and are included solely for the convenience of the parties.

25. Entire Agreement. This Agreement and the Exhibits and Schedules attached hereto contains the entire agreement between the parties relating to the acquisition of the Property, all prior negotiations between the parties are merged by this Agreement and there are no promises, agreements, conditions, undertakings, warranties or representations, oral or written, express or implied, between them other than as herein set forth. No change or modification of this Agreement shall be valid unless the same is in writing and signed by the parties hereto. No waiver of any of the provisions of this Agreement, or any other agreement referred to herein, shall be valid unless in writing and signed by the party against whom it is sought to be enforced.

26. Governing Law; Venue.

(a) This Agreement and the rights and duties of the parties hereto and the validity, construction, enforcement and interpretation of this Agreement shall be governed by the laws of the State of New Jersey.

(b) With regard to any litigation arising out of or involving this Agreement, each party hereto: (i) irrevocably submits to the jurisdiction of the state and federal

courts of the State of New Jersey and agrees and consents to service of process being made upon it in any legal proceeding arising out of or in connection herewith by service of process provided by the law of the State of New Jersey;
(ii) irrevocably waives, to the fullest extent permitted by law, any objection which it now or hereafter may have to the laying of venue of any litigation arising out of or in connection with this Agreement brought in the State Courts of New Jersey or the United States District Court for the District of New Jersey; (iii) irrevocably waives any claims that any litigation brought in any such court has been brought in an inconvenient forum; and (iv) irrevocably agrees that any legal proceeding against any party hereto arising out of or in connection with this Agreement shall be brought in either the State Courts of New Jersey or the United States District Court for the District of New Jersey.

27. Confidentiality. Each of the parties to this Agreement covenants that it shall not communicate the terms or any aspect of this transaction prior to the Closing with any person or entity other than the other parties to this Agreement, except for the Trust, and the Partnership's agents, consultants, counsel and representatives in connection with the Partnership's Due Diligence Activities and financing purposes, unless the Trust is advised by its counsel that applicable securities laws and regulations require. In addition, the Partnership covenants that if it undertakes any investigation of the Property, it shall conduct such investigation of the Property as described herein and with the degree of confidentiality as the Partnership would apply with respect to its own proprietary information. Notwithstanding the foregoing, at any time after expiration of the Due Diligence Period, the Partnership may issue one or more press releases (which shall not disclose financial terms), if necessary or appropriate to comply with applicable securities laws and regulations.

28. Limitation Of Liability. No recourse shall be had for any obligation of the Partnership of the Trust under this Agreement or under any document executed in connection herewith or pursuant hereto, or for any claim based thereon or otherwise in respect thereof, against any past, present or future trustee, shareholder, partner, officer or employee of whether by virtue of any statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being expressly waived and released by PWCCW and all parties claiming by, through or under PWCCW.

Except for breaches of obligations, representations or warranties hereunder or under the environmental indemnity set forth in this Agreement which shall be full recourse to the general partners and PWCCW, no recourse shall be had for any obligation of PWCCW under this Agreement or under any document executed in connection herewith or pursuant hereto, or for any claim based thereon or otherwise in respect thereof, against any past, present or future limited partner, general partner or employee of PWCCW whether by virtue of any statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being expressly waived and released by the Partnership and all parties claiming by, through or under the Partnership.

29. SEC Reporting Requirements. For the period of time commencing on the date hereof and continuing through the first anniversary of the Closing Date, PWCCW shall, from time to time, upon reasonable advance written notice from the Partnership, provide the Trust and its representatives, with access to all financial and other information then in PWCCW's possession pertaining to the period of PWCCW's ownership and operation of the Real Property, which information is relevant and reasonably necessary, in the opinion of the Trust's outside, third party accountants (the "Accountants"), to enable the Trust and its Accountants to prepare financial statements in compliance with any or all of
(a) Rule 3-05 or 3-14 of Regulation S-X of the Securities and Exchange Commission (the "Commission"), as applicable; (b) any other rule issued by the Commission and applicable to the Trust; and (c) any registration statement, report or disclosure statement filed with the Commission by, or on behalf of the Trust. PWCCW shall deliver to the Trust's accountants a representation letter (the "Letter"), in the form annexed hereto as Exhibit "V", provided that the Partnership (and any assignee or designee acquiring title to the Real Property) shall indemnify and hold PWCCW harmless from and against any claim, damage, loss or liability including, without limitation, legal fees incurred by PWCCW in investigating, defending against or settling any such matter and the amount of any such settlement to which PWCCW is at any time subjected, bonafide or not, by any person who is not a party to this Agreement as a result of its delivery of the information described in this Paragraph, or delivery of the Letter. The Partnership acknowledges that PWCCW is not making any representation or warranty regarding such information as is delivered in accordance with the terms of this Paragraph except to the extent set forth in the Letter or otherwise expressly set forth in this Agreement.

30. Partial Invalidity. If any term, covenant or condition of this Agreement, or the application thereof, to any person or circumstance shall be invalid or unenforceable at any time or to any extent, then the remainder of this Agreement, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby. Each term, covenant and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law.

31. No Recordation. The Partnership shall not be entitled to record this Agreement or a memorandum or other notice of this Agreement in any public office. This Paragraph shall be deemed to be a specific directive to the officials of such public office NOT to accept this Agreement or a memorandum or other notice of this Agreement for recordation in any form whatsoever. Any violation of the provisions of this Paragraph 32 shall constitute an immediate default by the Partnership under this Agreement.

32. Tender. Formal tender of an executed deed and purchase money is hereby waived by the Partnership.

33. Further Assurances. After the Closing, PWCCW shall execute, acknowledge and deliver, for no further consideration, all assignments, transfers, deeds and other documents as the Partnership may reasonably request to vest in the Partnership and perfect the Partnership's right, title and interest in and to the Property.

34. Jury Trial Waiver. THE PARTNERSHIP AND PWCCW HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT EACH MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT AND AGREE THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

35. No Offer. THE DELIVERY OF THIS AGREEMENT DOES NOT CONSTITUTE AN OFFER AND THIS AGREEMENT SHALL NOT BE BINDING AND SHALL HAVE NO FORCE AND EFFECT UNLESS AND UNTIL A FULLY EXECUTED COUNTERPART HEREOF HAS BEEN DELIVERED TO EACH OF THE PARTIES. IT IS EXPRESSLY UNDERSTOOD THAT PWCCW HAS NO OBLIGATION TO EXECUTE THIS AGREEMENT.

36. General Indemnification.

(a) Without limitation of any other PWCCW indemnity obligations set forth herein, from and after the Closing Date, PWCCW shall indemnify, defend and save and hold harmless the Partnership and the Trust, and their respective partners, trustees, directors, officers and employees, of, from and against any and all loss, cost, expense, damage, claim, and liability, including reasonable attorney's fees and court costs, including, without limitation, attorney's fees and costs associated with the enforcement of PWCCW's indemnification obligations for all claims brought within one year of such Closing except for any environmental claim which may be made at any time (hereinafter collectively, "Losses") which the Partnership or the Trust may suffer or incur, resulting from, relating to, or arising in whole or in part, from or out of (i) any misrepresentation or breach of a representation or warranty by PWCCW contained in this Agreement; (ii) any failure to fulfill any covenant or agreement of PWCCW contained in this Agreement; (iii) all litigation and the environmental condition of the Property hereto; (iv) any and all actions, suits, investigations, proceedings, demands, assessments, audits, judgments, and/or claims arising out of or relating to any of the foregoing.

(b) Promptly after receipt by the Partnership or the Trust of written notice of the commencement of any suit, audit, demand, judgment, action, investigation or proceeding (a "Third Party Action") or promptly after the Partnership or the Trust incurs a Loss or has knowledge of the existence of a Loss, the Partnership or the Trust, as the case may be, will, if a

claim with respect thereto is to be made against PWCCW due to PWCCW's obligation to provide indemnification hereunder, give PWCCW written notice of such Loss or the commencement of any Third Party Action; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve PWCCW of any of its obligations hereunder. Promptly after receiving such notice, PWCCW will, upon notice to the Partnership or the Trust, as the case may be, have the right to assume and control the defense and settlement of any such Third Party Action at its own cost and expense; provided, however, that it shall be a condition precedent to the exercise of such right by PWCCW that PWCCW shall agree in writing that the Loss, or Third Party Action, as the case may be, is properly within the scope of the indemnification obligation and that as between the parties, PWCCW shall be responsible to satisfy and discharge such Third Party Action. PWCCW shall not enter into any resolution or other compromise of a Third Party Action without obtaining the complete release of the Partnership or the Trust, as appropriate, for any liability to all claimants under or pursuant to such Third Party Action. The Partnership or the Trust, as the case may be, shall have the right to participate in any such defense, contest or other protective action at its own cost and expense.

(c) Notwithstanding the foregoing, the Partnership or the Trust, as the case may be, shall have the right to assume and control the defense and settlement of a Third Party Action (a) if such action includes claims for equitable relief which, if determined adversely to the Partnership or the Trust, as the case may be, could reasonably be expected to interfere with its intended business operations or damage its business reputation or (b) if PWCCW fails to do so in a timely manner. In any circumstances in which the Partnership or the Trust, as the case may be, undertakes to control the Third Party Action as provided in this paragraph, it shall (i) not enter into any resolution or other compromise involving monetary damages without obtaining the prior written consent of PWCCW provided that such written consent may not be withheld if it would interfere with the Partnership's or the Trust's, as the case may be, business operation and (ii) keep PWCCW informed on an ongoing basis of the status of such Third Party Action and shall deliver to PWCCW, copies of all documents related to the Third Party Action reasonably requested by PWCCW. The Partnership or the Trust, as the case may be, shall act to assure that all attorneys' fees and expenses incurred in connection therewith are reasonable.

37. Environmental Indemnification.

(a) Reference is made to a certain environmental investigation currently being undertaken by Sherwin Williams Company ("Sherwin Williams") pursuant to those certain directives and the administrative consent orders entered into by and between the New Jersey Department of Environmental Protection ("NJDEP") and Sherwin Williams, copies of which are attached hereto (the "Administrative Consent Orders") concerning the premises known and designated as Block 8.01, Lots 3.01, 3.03, 3.04, 3.05 and 3.06, and Block 19.01, Lots 1, 1.01 and 1.07 (the "ACO Premises"). In the event Sherwin Williams fails to comply with all applicable Administrative Consent Orders or fails to perform all investigation and remediation required by NJDEP with respect to the ACO Premises, then in that event Seller and Robert Scarborough shall perform all of Sherman Williams' obligations relating to the ACO Premises arising under or in

connection with the Administrative Consent Orders or under applicable Environmental Laws, including without limitation, all investigation and remediation required by NJDEP. Seller and Robert Scarborough shall correct all environmental issues required because of the Administrative Consent Orders concerning the ACO Premises in accordance with all Environmental Laws, and, in connection therewith, Seller and Robert Scarborough shall have the right to remediate any contamination in the most cost effective manner practicable under the circumstances, including without limitation, employing engineering or institutional controls, or both, a groundwater classification exception area or well restriction area, so long as such method of remediation is reasonably acceptable to Buyer and the NJDEP and shall not materially interfere with Buyer's operation of the ACO Premises as a commercial office complex.

(b) Buyer shall cooperate with Seller and Robert Scarborough in connection with all investigation and remediation undertaken by Seller or Robert Scarborough, or both, by providing all information and signing all documentation reasonably requested of Buyer with respect to Seller and Robert Scarborough complying with their obligations under this Section.

(c) Seller and Robert Scarborough shall indemnify, defend and hold Buyer harmless from and against any and all Environmental Claims relating to or arising under the Administrative Consent Orders and the ACO Premises, including without limitation, claims, liabilities, losses, damages, penalties and costs, reasonable counsel, engineering and other professional and expert fees, to the extent resulting from a breach by Seller and Robert Scarborough, in their performance of the obligations imposed upon Seller and Robert Scarborough under this Section. In no event, however, shall Seller or Robert Scarborough be obligated to Buyer for consequential damages, including without limitation, lost profits or lost opportunities, or both, nor shall they have any liability or responsibility with respect to a spill, release or discharge of contaminants occurring from and after Closing, unless such post-closing Environmental Claim, spill, release or discharge shall be the result of any action undertaken or omissions by Seller or Robert Scarborough in connection with the obligations required under the Administrative Consent Orders. In the event Buyer desires to make a claim against Seller or Robert Scarborough, or both, under this indemnification, Seller shall give prompt notice to Seller and Robert Scarborough in accordance with the procedures outlined in Section 26(b) above, of the claim, including without limitation the details of the claim. Seller and Robert Scarborough shall have the right to employ counsel of their choice which is reasonably acceptable to Buyer, to undertake any defense with respect to any action commenced, which may be the subject of this indemnification and Buyer shall cooperate with Seller and Robert Scarborough in connection with the defense of any such action, including without limitation, providing testimony at deposition and trial and signing all documents reasonably requested by Seller or Robert Scarborough, or both, in connection with the defense of such action. Buyer shall not undertake to settle any action which may be the subject of this indemnification unless and until Seller and Robert Scarborough shall have consented to such request or have failed to satisfy their indemnification and defense obligations imposed pursuant to this Section.

(d) Buyer shall indemnify, defend and hold Seller and Robert Scarborough harmless from and against any and all Environmental Claims, liabilities, losses, damages, penalties and costs, reasonable counsel, engineering and other professional and expert fees, to the extent resulting from a spill, release or discharge of any contaminant occurring from and after the closing of title (unless due to the actions of Seller or Robert Scarborough). In no event, however, shall Buyer be obligated to Seller or Robert Scarborough, or both, for consequential damages, including without limitation, lost profits or lost opportunities, or both. In the event Seller or Robert Scarborough, or both, desire to make a claim against Buyer under this indemnification, they shall give prompt notice to Buyer of the claim pursuant to the notice provisions outlined in Section 26(b) above, including without limitation the details of the claim. Buyer shall have the right to employ counsel of its choice to undertake any defense with respect to any action commenced, which may be the subject of this indemnification and Seller and Robert Scarborough shall cooperate in connection with the defense of any such action, including without limitation, providing testimony at deposition and trial and signing all documents reasonably requested by Buyer, in connection with the defense of such action. Neither Seller nor Robert Scarborough shall undertake to settle any action which may be the subject of this indemnification unless and until Buyer shall have failed to satisfy its indemnification and defense obligations imposed pursuant to the this paragraph.

(e) In addition to and not by way of limitation of the foregoing, in the event that Materials of Environmental Concern have historically, or in the future do, leach, migrate, spill, escape or are released from the ACO Premises onto adjacent or appurtenant property of the Partnership which is being acquired at Closing (a "Migratory Event"), PWCCW's and Robert Scarborough's indemnification and remediation obligations hereunder shall extend to and be applicable to such Migratory Event.

The obligations set forth in this Section 36(d) shall survive the Closing of the transactions contemplated by the Agreement without any limitation on time whatsoever.

IN WITNESS WHEREOF, intending to be legally bound hereby, the parties have duly executed this Agreement as of the day and year first above stated.

PWCWW

By: THE PAINT WORKS MANAGEMENT
CORPORATION, its authorized
general partner

By:  /s/Sean Scarborough
     ---------------------------------
     Sean Scarborough, President


  /s/Robert K. Scarborough
  ------------------------------------
  Robert K. Scarborough, its authorized
  general partner

BRANDYWINE OPERATING PARTNERSHIP, L.P.

By: BRANDYWINE REALTY TRUST, its sole general
partner

By:  /s/Gerard H. Sweeney
     --------------------------------
      Name:  Gerard H. Sweeney
      Title:  President & CEO

BRANDYWINE REALTY TRUST

By:  /s/Gerard H. Sweeney
     -------------------------------
      Name:  Gerard H. Sweeney
      Title:  President & CEO

EXECUTIONS CONTINUED

The Undersigned Hereby Acknowledges
Receipt Of The Deposit And Agrees To
Hold And Apply The Same In Accordance
With The Provisions Of The Escrow Terms

Commonwealth Land Title Insurance Company:

By:  /s/M. Gordon Daniels
     ------------------------------------
      M. Gordon Daniels

EXECUTION

1, 2, 4, 5, 7, 10 FOSTER AVENUE, 6 EAST CLEMENTON DRIVE
AND 5 UNITED STATES AVENUE

AGREEMENT

AMONG

PWCCW

ROBERT K. SCARBOROUGH AND THE PAINT WORKS MANAGEMENT CORPORATION,

BRANDYWINE OPERATING PARTNERSHIP, L.P.

AND

BRANDYWINE REALTY TRUST

Dated as of December 5, 1997

Exhibit A     Description of Land
Exhibit B     List of Contracts
Exhibit C     Certified Rent Roll
Exhibit D     Permitted Exceptions
Exhibit E     Excluded Personal Property
Exhibit F     The Other Properties
Exhibit G     Form of Deed
Exhibit H     Bill of Sale
Exhibit I     Form of Assignment(s)
Exhibit J     Form of Non-Foreign Person Certification
Exhibit K     NJDEP Letter
Exhibit L     Registration Rights Agreement
Exhibit M     Tax Indemnity
Exhibit N     Investor Questionnaire
Exhibit O     Guaranty
Exhibit P     Pending Litigation
Exhibit Q     Contracts Not Terminable with 30 days Notice
Exhibit R     Outstanding Brokerage Commissions and TI
Exhibit S-1   Environmental Report
Exhibit S-2   Environmental Conditions
Exhibit S-3   Administrative Consent Orders
Exhibit T     Form of Estoppel Certificate
Exhibit U     Identified Tenants
Exhibit V     Representation Letter

Exhibit 10.7

55 UNITED STATES AVENUE
AGREEMENT OF SALE

THIS AGREEMENT OF SALE is made and entered into as of the 5th day of December, 1997 by and between PAINT WORKS CORPORATE ASSOCIATES-W, a New Jersey general partnership having its principal office at Scarborough Properties, 20 East Clementon Road, Suite 201, Gibbsboro, New Jersey 08026 ("Seller") and BRANDYWINE REALTY TRUST, a Maryland real estate investment trust or its nominee, having an address at Suite 150, 16 Campus Boulevard, Newtown Square, Pennsylvania 19073 (hereinafter referred to as the "Buyer").

RECITALS

A. Seller is the owner of a certain tract of land being comprised of Lots 4 and 5, Block 8.01, being 55 United States Avenue, Lot 1, Block 10 being 24 United States Avenue, Lot 2.01, Block 10 being 70 South Lakeview Drive, Lot 2.06, Block 10 being South United States Avenue, Lot 3.01, Block 10 being 30 E. United States Avenue, Lot 3.02, Block 10 being 36 E. United States Avenue and Lot 1, Block 11.02 being 70 South Lakeview Avenue, together with the buildings and improvements thereon, including one office building containing approximately 142,000 square feet, all located in Gibbsboro, New Jersey as more fully described on Exhibit A attached hereto; and

B. Seller desires and hereby agrees to sell, and Buyer desires and hereby agrees to acquire, all of Seller's right, title and interest in and to the Property (as hereinafter defined), subject to and on the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the mutual promises and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions Of Certain Terms. For all purposes of this Agreement, the following terms shall have the respective meanings set forth below:

"Agreement" shall mean this document entitled "Agreement of Sale", all exhibits and schedules attached hereto or made a part hereof and all amendments to this Agreement which are agreed to in writing and signed by all of the parties hereto.

"Assignments" shall have the meaning ascribed to that term in Paragraph 5(f) hereof.

"Closing Date" shall have the meaning ascribed to that term in Paragraph 4 hereof. The date upon which the Closing (as defined in Paragraph 4 below) actually occurs shall be the Closing Date.

"Contracts" shall mean all contracts and agreements with respect to the management (excluding property management agreements), operation, supply, maintenance, repair or construction affecting any of the Property, to the extent assignable by Seller, all as described in Exhibit "B" attached hereto and made a part hereof.

"Deposit" shall mean the Deposit delivered by Buyer to Escrow Agent pursuant to Paragraph 3(a) hereof, together with all interest earned thereon, if any.

"Due Diligence Termination Date" shall mean 5:00 p.m. E.S.T. on December 9, 1997.

"Effective Date" shall mean the date on which this Agreement has been fully executed and delivered by both parties hereto to each other.

"Escrow Agent" shall mean Commonwealth Land Title Insurance Company, 1700 Market Street, Philadelphia, Pennsylvania 19103.

"Escrow Terms" shall mean the escrow agreement to be entered of even date herewith between Title Company, Buyer and Seller.

"Improvements" shall mean those certain buildings and other improvements constructed and located on the Land as described on Exhibit A.

"Land" shall mean that certain parcel of real property located at 55 United States Avenue and the parking lots being appurtenant thereto across United States Avenue, Gibbsboro, New Jersey.

"Leases" shall mean those certain leases (and guarantees thereof, if any) listed on Exhibit "C" attached hereto and made a part hereof, or hereafter entered into by Seller, as landlord, in accordance with the terms of this Agreement, for any space within any of the Improvements located on any of the Land.

"Licenses" shall mean the licenses, permits, approvals and agreements affecting any of the Real Property.

"Partnership" shall mean Brandywine Operating Partnership, L.P., a Delaware limited partnership whose sole general partner is Buyer.

"Permitted Exceptions" shall mean with respect to any of the Real Property (i) the lien of real estate taxes, water rent and sewer charges that are not due and payable on the Closing Date, (ii) the printed exclusions, conditions and stipulations contained in the Commitment (as hereinafter defined), (iii) additional exceptions to title set forth in Exhibit "D" to this Agreement, (iv) special assessments which become a lien on any of the Real Property on or after the Closing Date, and (v) such other title matters existing on the Closing Date which are accepted or deemed accepted by Buyer pursuant to Paragraph 5 hereof; and (vii) the rights of Tenants of any of the Real Property pursuant to the Leases for all or any portion of any of the Real Property.

"Personal Property" shall (except as specifically excluded on Exhibit "E" hereto) mean all of Seller's right, title and interest in and to the tangible personal property including, without limitation, furniture, furnishings, equipment, machinery and fixed and movable fixtures, together with all component and replacement parts, owned by Seller, situated on any of the Real Property on the Closing Date, and all artwork, renderings, flags, awnings and trade dress; all architects', engineers', surveyors' and other real estate professionals' plans, specifications, certifications, reports, data or other technical descriptions (including, without limitation, all environmental, structural and mechanical inspection reports) to the extent the same are in Sellers' possession and are not proprietary in nature, and all building names and Seller's rights, if any, in and to the name "55 Unites States Avenue."

"Property" shall mean the Real Property and such of the Contracts, Leases, Licenses, Personal Property and other rights, titles, interests and obligations which pertain to the Real Property and are intended to be conveyed, sold or otherwise transferred to Buyer by Seller pursuant to this Agreement.

"Real Property" shall mean the Land and the Improvements.

"Tenants" shall mean the tenants under the Leases.

2. Acquisition Of The Property. On the Closing Date, and subject to the terms and conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer and Buyer shall purchase from Seller the following:

(a) All right, title and interest of Seller in and to all of the Real Property;

(b) All right, title and interest of Seller, if any, in any land lying in the bed of any street, road, avenue or alley, open or closed, in front of or adjoining any of the Land, to the center line thereof;

(c) All right, title and interest of Seller, if any, in any easements, covenants, rights of way, privileges, hereditaments and other rights appurtenant to any of the Real Property;

(d) to the extent assignable to Buyer and approved by Buyer, all right, title and interest of Seller in and to the Contracts and the Licenses relating to any of the Real Property;

(e) all right, title and interest of Seller in and to the Leases; and

(f) all right, title and interest of Seller in and to the Personal Property.

3. Purchase Price And Time Of Payment. The Purchase Price (the "Purchase Price") to be paid by Buyer to Seller for the Property shall be Four Million Three Hundred Thousand Dollars ($4,300,000), as adjusted pursuant to Paragraph 7 of this Agreement, which shall be paid to Seller in the following manner:

(a) Twenty Thousand Dollars ($20,000) (the "Deposit") by check, subject to collection, payable to the order of the Escrow Agent, which shall be held and disbursed pursuant to the Escrow Terms. In addition thereto, by delivery, within two (2) business days next following the Due Diligence Expiration Date of Buyer's good check in the amount of $10,000.

(b) The balance of the Purchase Price shall be paid to Seller at the Closing by wire transfer of immediately available funds to an account designated by Seller.

(c) The transaction contemplated by this Agreement is conditioned upon the closing of the sale of the other properties identified on Exhibit "F" attached hereto (the "Other Properties"), so that no one or more of the Other Properties and the Property hereunder may be sold without all of the Property being sold unless expressly provided for in writing by the parties hereto and in any event the Deposit hereunder and thereunder shall be deemed a single deposit for the entire transaction.

4. Closing. The closing of the transaction contemplated by this Agreement (the "Closing") shall be held on or before December 12, 1997, but in any event no later than fifteen (15) days next following the Due Diligence Expiration Date, at the offices of Brandywine Realty Trust, Plaza 1000 at Main Street, Suite 400, Voorhees, New Jersey, commencing at 10:00 a.m., time being of the essence.

5. Title And Conveyance Of The Property.

(a) At Closing, title to the Real Property shall be insurable at regular rates by Commonwealth Land Title Insurance Company (the "Title Insurer"), free and clear of all liens, encumbrances and restrictions other than the Permitted Exceptions; provided, however, that if title to any of the Real Property is not insurable as aforesaid, Buyer's sole right and remedy shall be as set forth in paragraph 5(b) below.

(b) (i) Buyer has applied for a title insurance commitment (1992 ALTA Form with Creditor's Rights Exclusion Deleted) to be issued by the Title Insurer ("Commitment"), agreeing to issue to Buyer, upon recording of the Deeds (as hereinafter defined) for each of the Real Property, an owner's policy of title insurance as above specified ("Title Policy"). Said Commitments shall agree to insure the proposed title of the Buyer to each of the Real Property subject only to the Permitted Exceptions and such other title exceptions as Buyer has agreed to accept or is deemed to have accepted pursuant to this Paragraph. If any of the Commitments disclose any title exceptions in addition to the Permitted Exceptions and Buyer objects to such additional title exceptions (the "Title Defects"), Buyer shall notify Seller of such Title Defects with sufficient specificity to enable Seller to respond. Buyer's notice of any Title Defects shall be given in writing to Seller no later than the date which is five (5) business prior to the Due Diligence Termination Date, together with the Commitments and copies of all matters of record raised therein as exceptions thereto, after which Buyer shall be deemed to have waived any and all Title Defects not so raised, except for Title Defects which are disclosed to Buyer in continuations of title issued subsequent to the issuance of the Commitments, unless Buyer fails to object to same in writing within three (3) business days after Buyer's receipt of the continuation of title in which the same is disclosed, in which case Buyer will be deemed to have waived such additional Title Defects. Seller shall have the right, but not the obligation (except as otherwise specifically provided), to cure such Title Defects and, if Seller elects to attempt to cure the Title Defects but has not cured same on or before the Closing Date, then the Closing Date may be extended by Seller at its sole option for up to thirty (30) days to enable Seller to effect such cure.

(ii) In the event that either (a) Seller is unable to convey title in accordance with the terms of this Agreement, (b) Seller elects not to cure or cause the removal of any exception to title, except as required in
(iii), below, or (c) if Seller is unable to satisfy any other conditions to Buyer's obligations under this Agreement, then (except as otherwise specifically provided in (iii), below) the sole liability of Seller shall be to (A) direct the Escrow Agent to return to Buyer the Deposit and (B) reimburse Buyer for the reasonable charges imposed by the Title Company for preparation of the Commitments (without the issuance of a policy) and for the reasonable fees paid by Buyer to update the existing surveys (collectively "Buyer's Reasonable Costs"), and upon such payments being made, this Agreement shall be deemed canceled and the parties hereto shall be released of all obligations and liabilities hereunder, except as to any provisions which expressly survive a termination of this Agreement; and Buyer shall have no rights of action against Seller in law or in equity, for damages or, except for the purpose of enforcing Seller's contractual obligations under (iii), below, for specific

performance. Notwithstanding the foregoing, Buyer shall have the right to waive any conditions to Buyer's obligations hereunder, in which event Seller shall make the deliveries provided for herein to Buyer to the extent that Seller is able so to do, and there shall be no reduction in the Purchase Price in such event.

(iii) Notwithstanding the provisions of the foregoing paragraph, if the condition of title to the Real Property at the Closing is other than that which Buyer is required or agrees to accept hereunder solely by reason of any mortgages or other monetary liens (hereinafter referred to as "Liens") which can be satisfied or remedied by the payment of a liquidated amount of money to the extent of the Purchase Price, Seller shall not have the right to cancel this Agreement and Seller shall either (aa) discharge, satisfy, or bond the same or (bb) deliver such funds to be held in escrow required by the Title Company, in either event so that the Title Company shall affirmatively insure the full and complete discharge of the foregoing and shall agree to omit the same as an exception to its title insurance policy.

(iv) Notwithstanding anything to the contrary contained in this Agreement, Seller shall have no duty nor be required to take any action, to institute any proceedings or to incur any expense (other than as may be expressly required in paragraph (iii), above) in order to remedy or remove any objections to title or otherwise to render title in accordance with the terms called for in this Agreement.

(c) Buyer expressly understands, acknowledges and agrees that any failure by Buyer to notify Seller in writing of any Title Defects on or before the expiration of the Due Diligence, shall for all purposes be deemed to be an acceptance by Buyer of such Title Defects as if they were one or more of the Permitted Exceptions.

(d) At Closing, Seller will convey fee simple title to the Real Property by a Bargain and Sale Deed with covenant against grantor's acts (the "Deed"), subject in all cases to the Permitted Exceptions, in the forms attached hereto and made a part hereof as Exhibit "G".

(e) At Closing, Seller will transfer all of its right, title and interest in and to the Personal Property to Buyer by executing a Bill of Sale ("Bill of Sale") in the form attached hereto and made a part hereof as Exhibit "H".

(f) At Closing, Seller will assign all of Seller's right, title, and interest, and Buyer shall assume all of the obligations from and after the Closing Date, in, to and under the Leases, Licenses and the Contracts for the Property, by executing an Assignment and Assumption Agreement in the form attached hereto and made a part hereof as Exhibit "I" (the "Assignments").

6. Closing Documents.

(a) At the Closing, as a condition of Buyer's obligation to close hereunder, Seller shall deliver or cause to be delivered the following:

(i) The Deed, executed by Seller, covering the Real Property (and separate quitclaim deeds to the Real Property utilizing new ALTA survey descriptions, if requested);

(ii) The Bills of Sale executed by Seller covering the Personal Property;

(iii) The Assignments, executed by Seller;

(iv) As many signed originals (or true and correct copies of same) of the Contracts, Leases, Licenses, and other items covered by the Assignments as are in the possession or control of Seller;

(v) All machinery and/or equipment operating manuals, technical data and other documentation relating to the building systems and equipment, and all machinery, equipment and other building warranties and guarantees, if any, but only to the extent that any of the same are in the possession or control of Seller;

(vi) All master and duplicate keys, combinations and codes to all locks and security devices for the Improvements which are in the possession or control of Seller;

(vii) Written notice from Seller or Seller's managing agent to each Tenant in form reasonably satisfactory to Buyer stating that the Real Property have been sold to Buyer and that tenant security deposits (if any) in Seller's possession have been transferred to Buyer and directing the Tenants to make future rental payments to Buyer at the address designated by Buyer;

(viii) Non-foreign person certification in the form attached hereto as Exhibit "J";

(ix) All building records and Tenant lease files with respect to the Real Property which are in the possession of Seller;

(x) Each bill of current real estate taxes, sewer charges and assessments, water charges and other utilities and to the extent in Seller's possession or control, bills for each of the same for the three (3) years, together with proof of payment thereof (to the extent same have been paid);

(xi) All plans, specifications, as-built drawings, surveys, site plans, and final, written reports of architects, engineers and surveyors, and any other Personal Property forming part of the Property or any portion thereof, but only to the extent that the same exist and are in the possession of Seller or any property manager controlled by Seller;

(xii) An affidavit or affidavits of title in favor of the Title Insurer on the form used by such Title Insurer, in form reasonably acceptable to Seller to enable the Title Insurer to issue the Commitments described in Paragraph 5(b)(i). Buyer shall require affirmative endorsements against mechanic's liens, consistent with Seller's obligations under Paragraph
5(b)(iii), above;

(xiii) A letter, from the New Jersey Department of Environmental Protection or its successor ("NJDEP") stating that the provisions of the Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq., the regulations promulgated thereunder and any successor legislation and regulations are inapplicable to the Real Property (the "Non-Applicability Letter");

(xiv) Subject to the provisions of Paragraph 11(d), below, Estoppel Letters, if any, received from Tenants;

(xv) Updated rent rolls, which shall be certified by Seller to be correct and complete as of Closing Date; and

(xvi) Proof as to the due authorization and execution by Seller of the documents executed and delivered by Seller.

(xvii) Such affidavits of title or other certifications as shall be required by the Title Company to insure Buyer's title to the Property as set forth in Section 3, and to provide affirmative endorsements (a) against mechanic's liens, (b) insuring against any violation of existing covenants, conditions or restrictions, and insuring that future violation will not result in forfeiture of title, (c) insuring that all foundations in place as of the date of such policy are within the lot lines and applicable set back lines, (d) insuring that the buildings and structures on the Property do not encroach onto adjoining land or onto any easements, (e) insuring that confirming that there are no encroachments of improvements from adjoining land onto the Property (f) removing any exceptions for matters which an accurate survey would disclose, and
(g) providing affirmative insurance with respect to such other matters as Buyer or its lender shall specify.

(b) At the Closing, as a condition of Seller's obligation to close hereunder, Buyer shall deliver or cause to be delivered the following:

(i) The balance of the Purchase Price; and

(ii) The Assignments, executed by Buyer.

7. Prorations And Closing Costs. All matters involving prorations or adjustments to be made in connection with the Closing and not specifically provided for in any other provision of this Agreement shall be adjusted as provided below. Except as otherwise set forth herein, all items to be prorated pursuant to this Paragraph shall be prorated as of the Closing Date, with Buyer to be treated as the owner of the Property, for purposes of prorations of income and expenses, on and after the Closing Date.

(a) Real estate taxes and all other ad valorem taxes, if any, with respect to the Real Property for the applicable fiscal or calendar year in which the Closing occurs shall be prorated on a per diem basis. If the amount of such taxes is not known on the Closing Date, taxes will be prorated on the basis of the most recently ascertainable tax bill. There shall be no proration of Seller's insurance premiums or assignment of Seller's insurance policies and Seller shall be entitled to cancel all of its existing policies as of the Closing Date. Buyer shall be obligated (at its own election) to obtain any replacement policies. The amounts of all telephone, electric, sewer, water and other utility bills, trash removal bills, janitorial and maintenance service bills relating to the Property and allocable to the period prior to the Closing Date shall be determined and paid by Seller before Closing, if possible, or shall be paid promptly thereafter by Seller or adjusted between Buyer and Seller immediately after the same have been determined. Buyer and Seller shall to the extent necessary enter into an agreement to such effect at Closing. Seller shall attempt to have all utility meters read as of the Closing Date. Seller shall further attempt to obtain from the provider of same, all other service statements and bills of account adjusted as of the Closing Date. Seller shall be entitled to refunds of all deposits, if any, paid by Seller or Seller's predecessor-in-interest prior to Closing and held by entities providing such service, or, at Seller's option, Seller shall transfer all of Seller's right, title and interest in and to such deposits to Buyer at Closing and shall receive a full credit for the amount of such deposits. All Contracts and other obligations in connection with the Property, to the extent the same are intended to be assumed hereunder, shall be prorated as of the Closing Date.

(b) Special assessments which have been filed as a lien against any of the Real Property on or before the Closing Date and are not payable in installments shall be paid by Seller. Special assessments which have been filed as a lien against any of the Real Property but which are payable in installments shall be adjusted based upon the installment payment for the fiscal or calendar year in which Closing takes place and the remaining unpaid assessments shall be assumed by Buyer. Special assessments which are or may be pending, but which have not become a lien on the Real Property as of the Closing Date, and special assessments which are filed as a lien after the Closing Date, shall be assumed and paid by Buyer.

(c) Seller shall pay the cost of State and County transfer taxes or stamps imposed in connection with the recordation of the Deeds for the Real Property. Buyer shall pay the expense of the title searches, title premiums and any other title insurance costs on the owner's title insurance policies and the cost of obtaining any surveys, if desired by Buyer.

Buyer agrees to pay the expense of the legal fees of its own counsel. The cost of all of Buyer's Due Diligence Activities (as defined below) shall be borne solely by Buyer.

(d) Any base, minimum or similar rents under the Leases collected by Seller for a rental period or portion thereof from or after the Closing Date shall be credited to Buyer at Closing on a per diem basis. In addition, any security deposits held by Seller for any Lease, together with the interest due thereon, if any and if required under the terms of the Lease or as required by applicable law, shall either be credited or transferred to Buyer at Closing at Seller's option. If any tenant is in arrears in the payment of rent or additional rent on the Closing Date, rents received from such tenant ninety
(90) days after the Closing Date shall be applied in the following order of priority: (a) to the Buyer, so long as such tenant is in arrears for current or prior rent arising after Closing, then (b) to Seller for all rent in arrears prior to the Closing Date; and then (c) to Buyer with no further claim by Seller thereto. Except as herein provided, Buyer is not under any obligation to collect rents in arrears for the benefit of Seller. Any rents which are delinquent or otherwise not paid at the time of Closing, and collected by Buyer or Seller within ninety (90) days after Closing shall be apportioned as aforesaid and the portion to which Seller is entitled shall be promptly remitted by Buyer to Seller. Seller shall have no claim to rents collected ninety (90) days after the Closing Date. Seller retains the right to pursue its remedies against Tenants after Closing for any delinquent rents or other amounts owed to Seller (other than proceedings to evict Tenant or terminate its lease). Buyer shall not enter into any agreement pursuant to which any sums owed to Seller in respect of any Lease for periods prior to the Closing are reduced, modified or waived. Buyer's obligations to collect rent arrearages shall be limited to commercially reasonable efforts, and Buyer shall under no circumstance be required to commence litigation against any Tenant to collect the same.

(e) All leasing commissions due or to become due prior to the Closing Date for any Leases entered into before the date hereof and all amendments, renewals and modifications thereof entered into before the date hereof, shall be paid by Seller without contribution by, or reimbursement from, Buyer. At Closing, Buyer shall pay or reimburse Seller for any leasing commissions due or to become due prior to Closing for any Leases and for any amendments, modifications or renewals of any Leases entered into after the date hereof which are entered into in accordance with the provisions of Paragraph 15(e) hereof. Buyer shall expressly assume and be solely obligated to pay all leasing commissions payable under all Leases entered into prior to the date hereof (including all amendments, renewals and modifications thereof) which are first due or payable on or after the Closing Date, regardless of the date on which such Leases (including all amendments, renewals and modifications thereof) were executed or any of the leasing commissions therefor earned, subject only to Buyer's right to approve any new Leases or amendments, discretionary renewals or modifications of any Leases which are not otherwise permitted pursuant to Paragraph 15(e), below. Seller shall be responsible for the costs of, and shall pay or perform prior to Closing any tenant improvements and allowances for work performed or required to be performed (or paid, as applicable) prior to the Closing Date by or on behalf of Seller for all Leases (including all amendments, renewals and modifications thereof) entered into on or before the date of this Agreement for any of the Real Property. Buyer shall

assume, pay or reimburse (as applicable) Seller on the Closing Date for the costs of any tenant improvements and allowances for work to first be performed after the Closing Date pursuant to Leases (including all amendments, renewals and modifications thereof) entered into prior to the date of this Agreement; and all costs of tenant improvements and allowances incurred by or on behalf of Seller in connection with any Leases (including all amendments, renewals and modifications thereof) entered into after the date of this Agreement for any of the Real Property, provided the same were approved by Buyer or are otherwise permitted as set forth in Paragraph 15(e) hereof and provided that such costs are set forth on Exhibit "C" hereto. The obligations of Buyer and Seller hereunder shall survive the Closing.

(f) Amounts paid or payable as fees or expenses under any of the Licenses assigned at Closing, shall be prorated as of the Closing Date but all amounts refundable under unassigned and unassignable Licenses shall belong to Seller.

(g) Seller shall be solely responsible for the payment of any "roll back taxes" assessed or imposed upon any of the Real Property under the "Farmland Assessment Act of 1964," Chapter 58, Laws of 1964, N.J.S.A. 54:4 23-1 et seq., as amended or otherwise, which relate to any period prior to the Closing Date, and Seller agrees to indemnify, defend and save Buyer harmless (including attorneys' fees) from and against any claim for such taxes. This Paragraph shall survive Closing.

(h) Miscellaneous income including, without limitation, telephone and vending machine income, if any, shall be prorated as of the Closing Date.

(i) The provisions of this Paragraph 7 shall survive Closing hereunder.

8. Possession Of Property.

(a) Seller shall deliver possession to the Real Property to Buyer on the Closing Date, subject only to the Permitted Exceptions.

(b) Buyer shall assume, by execution of the Assignments, all of Seller's obligations in, to and under the Contracts, the Licenses and Leases. Notwithstanding the foregoing, Buyer shall not assume management, leasing or brokerage agreements provided, however, that Buyer shall remain liable for leasing commissions as set forth in Paragraph 7(e), above.

(c) All of the provisions of this Paragraph 8 shall survive Closing.

9. Representations Of Seller And Buyer.

(a) Seller hereby represents and warrants, as follows, all of which shall be true and correct at and as of the date hereof:

(1) Seller is a general partnership duly organized and validly existing under the laws of the State of New Jersey, and is in good standing in such state.

(2) Seller has all necessary power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, without the consent or authorization of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have been or will be given, prior to the Closing. This Agreement constitutes, and the other documents and instruments to be delivered by Seller pursuant hereto when delivered will constitute, the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.

(3) Except as set forth in Exhibit "K" attached hereto and made a part hereof, there is no litigation, proceeding or action pending or, to the best of Seller's knowledge, threatened against or relating to Seller or its Property which might materially and adversely affect Seller or its Property or which questions the validity of this Agreement or any action taken or to be taken by Seller pursuant hereto. Seller shall remain responsible to defend, and shall indemnify and hold Buyer harmless from and against all liability, cost and expense relating to the litigation identified in on Exhibit "K", which obligation shall survive the Closing.

(4) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will constitute a violation or be in conflict with or constitute a default under any term or provision of the Seller's partnership agreement or any other material agreement, instrument or lease to which Seller is a party, subject to any required consents or authorizations of, or notices to, third parties from whom such consents or authorizations will be obtained or to whom notices will be given prior to Closing.

(5) True, correct and complete copies of all of the following, together with any modifications or amendments thereof, but only if and to the extent the same are in Seller's possession or control, have been or will be delivered, or made available, to Buyer within five (5) days following the execution of this Agreement: (i) Leases and rent rolls; (ii) Contracts;
(iii) leases of equipment, vehicles and other tangible personal property used by Seller in connection with the ownership and operation of the Property (the "Personal Property Leases"); (iv) Licenses; (v) surveys; (vi) title reports;
(vii) engineering reports; and (viii) environmental reports.

(6) To the best of Seller's knowledge, (i) all of the Leases, Contracts and Personal Property Leases and Licenses, are in full force and effect, (ii) there has been no action or failure to act by Seller or any other party to any Lease, Contract or Personal Property Lease which, with the giving of notice or the passage of time or both, would constitute a default in any material respect or otherwise entitle either party to damages or a right to terminate; and (iii) Seller has not received from any other party written notice with respect to the condition of the Property or the use or repair of the same or of any alleged default by Seller under any such Lease, or Personal Property Lease or License. Except as set forth on Exhibit "L", each of the Contracts is terminable at will without penalty or cancellation fee upon no more than thirty
(30) days prior written notice but, except as hereinafter expressly provided, unless otherwise directed by Buyer, the Contracts shall not be terminated by Seller as of Closing. Anything in this Agreement to the contrary notwithstanding, any and all existing management agreements and brokerage or leasing agreements shall be terminated as of Closing. Buyer shall assume all Contracts not terminated at Closing pursuant to the Assignment.

(7) Seller shall indemnify and hold Buyer harmless of, from and against any and all claims and liabilities arising out of the employment of any individuals by Seller and its affiliates, whether as employees or independent contractors. As of the Closing, there are and shall be no liens against the Real Property arising under the Employee Retirement Income Security Act of 1974, as amended, nor any other compensation or employment related lien or liability that could become the responsibility of Buyer after the Closing. Buyer shall be under no obligation to assume any of Seller's employees, it being Seller's sole responsibility and obligation to provide severance arrangements, if any, for all such employees. This Paragraph shall survive Closing.

(8) To Seller's actual knowledge, there are no public improvements in the nature of off-site improvements or otherwise, which have been ordered to be made and/or which have not heretofore been assessed and, to Seller's actual knowledge, there are no special or general assessments currently affecting or pending against the Real Property or any portion thereof.

(9) Except as set forth on Exhibit "M", Seller has not been served with written notice that it has been named as a party in any litigation, administrative proceeding or investigation naming Seller as a responsible party or potentially responsible party for any liability for clean-up costs, natural resource damages or other damages or liability for prior disposal or release of Hazardous Substances, Hazardous Wastes or other environmental pollutants or contaminants. For purposes of this Agreement, "Hazardous Substances" means those elements and compounds which are designated as such in Section 101(14) of the Comprehensive Response, Compensation and Liability Act (CERCLA), 42 U.S.C. Section 9601 (14), as amended, all petroleum products and by-products, and any other hazardous substances as that term may be further defined in any and all applicable federal, state and local laws (including, in New Jersey, the New Jersey Industrial Site Recovery Act (ISRA); and "Hazardous Wastes" means any hazardous waste, residential or household waste, solid waste, or other waste as

defined in applicable federal, state and local laws. Seller has not received any summons, citation, directive, letter or other written communication, from any governmental or quasi-governmental authority concerning any intentional or unintentional action or omission on Seller's part which either (a) resulted in the releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping of Hazardous Substances or Hazardous Wastes, or (b) related in any way to the generation, storage, transport, treatment or disposal of Hazardous Substances or Hazardous Wastes.

(10) True and correct copies of the income and expense statements for the Property, and a current rent roll certified by Seller, will be delivered to Buyer upon execution of this Agreement.

(11) Seller has received no written notice of any violation of any of the licenses, permits, consents, authorizations, approvals, and certificates of any regulatory, administrative or other governmental agency or body, if any, issued to or held by the Seller and related to the ownership or operation of the Property (collectively, the "Permits"), and there is no pending or, to the actual knowledge or Seller, threatened proceeding which could result in the revocation or cancellation of, or inability of Seller to renew, any Permit.

(12) To the best of Seller's knowledge, except as set forth in Exhibit "N" attached hereto and made a part hereof, all management fees, leasing commissions and tenant improvement allowances are fully paid, there are no brokerage commissions owing by Seller with respect to any of the Leases or otherwise related to the Property which have not been paid, and there are no ongoing commission or leasing fee obligations.

(13) Seller has received no written notice from any insurance company which has issued a policy with respect to the Property or by any board of fire underwriters (or other body exercising similar functions) claiming any defects or deficiencies or requesting the performance of any repairs, alterations or other work, and Seller will promptly notify Buyer of any such notice or requirement if such notice is received prior to the Closing.

(14) Seller is not a "foreign person" and will deliver to Buyer, at the Closing, a statement certifying that it is not a "foreign person" within the meaning of the Internal Revenue Code of 1986, as amended.

(15) Seller has not received written notice from any governmental agency or authority of outstanding material violations issued by governmental authorities having jurisdiction over the Real Property.

(16) Except as may be set forth in a Lease as specifically noted on Schedule C, there are no options, rights of first refusal or conditional sales agreements regarding the purchase and sale of the Real Property.

(17) There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Property other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "C". No tenant has advised Seller that Seller is in default under any of the Leases, or asserted any claim or basis for any claim for free or reduced rent or right of setoff against the landlord or the rent under the Leases, and Seller and its agent have no actual knowledge of any default or any event which has taken place which, with the passage of time, or the delivery of notice, or both, could become an event of default. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Property which shall be satisfied at or before Closing. No holder of any such collateral assignment has asserted or exercised any of its right to collect such rents. Each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "C" are the actual rents, income and charges being collected by Seller under the Leases. All obligations of Seller which it is required to complete pursuant to any Lease (or any unsigned lease proposal or lease amendment) has been completed as of this date or shall be completed as of Closing, and all costs therefore have been or shall be paid by Seller, and all of Seller's work has or shall have been accepted by the Tenant without exception on or before Closing, other than routine punch list items, which items shall remain the responsibility of Seller following Closing, and which obligation shall expressly survive Closing. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. No tenant of the Property under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "C", no security deposits by tenants have heretofore been returned or applied to charges against the tenants.

(18) To the best of Seller's knowledge, the Property and the continued operation and use thereof comply with all applicable requirements of federal, state and local law, and all applicable requirements of governmental bodies or agencies having jurisdiction thereof, no portion of the Property lies within a flood hazard area, flood plain or wetland; and there are no outstanding notices of any violations issued by governmental authority having jurisdiction over the Property.

(19) To the best of Seller's knowledge, no Hazardous Substances (defined below) and no Hazardous Wastes (defined below) are present on the Property including, without limitation, asbestos, flammable substances, explosives, radioactive materials, hazardous wastes, toxic substances, pollutants, pollution, contaminant, polychlorinated bypheryls ("PCBs"), urea formaldehyde foam insulation, radon, corrosive, irritant, biologically infectious materials, petroleum product, garbage, refuse, sludge, hazardous or waste materials, and there has been no use of the Property that may, under any federal, state or local environmental statute, ordinance or regulation, require, at any time, any closure or cessation of the use or occupancy of the Property and/or impose, at any time, upon the owner of the Property any clean-up or other monetary obligation. Seller hereby indemnifies and holds Buyer harmless

of, from and against any and all liability, loss or damage suffered or incurred as a result of a claim, demand, cost or judgment in favor of a third party, including, without limitation, any governmental authority, arising from the deposit, storage, disposal, burial, dumping, injecting, spilling, leaking, or other placement or release in or on the Property of Hazardous Substances or Wastes during Seller's period of ownership. To the best of Seller's knowledge, neither the Property nor any portion thereof, have been identified on the federal CERLIS, the National Priorities List (40 C.F.R. Part 300, App. B) or any state or local list of potential hazardous waste disposal sites or as an industrial establishment. Seller has conducted a complete and thorough inspection and test of the underground storage tanks located on the Property, if any, and Seller has confirmed that, to the best of its knowledge, the results thereof show compliance with all requirements of the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. Sections 6901 et seq. and all other applicable federal, state and local laws, and Seller has taken all other necessary and appropriate action to comply fully therewith.

(20) To the best of Seller's knowledge, all adequate utilities, useable public sanitary and storm sewers, public water facilities, electric facilities and, if any, gas facilities (collectively, the "Utilities"), are installed in, and are duly connected to, the Real Property, and can be used without charge except the normal and usual metered utility charges and water and sewer charges. All Utilities required for the operation of the Property either enter the Property through adjoining public streets or, if they pass through adjoining public land, do so in accordance with valid public easements or private easements which will inure to the benefit of Buyer at no cost to the owner of the Property. All of said Utilities are installed and operating and all installation, connection and "tap-in" charges have been paid for in full.

(21) No work has been performed or is in progress at, and no materials have been furnished to the Property which, though not presently the subject of, might give rise to construction, mechanic's, materialmen's, municipal or other liens against the Property or any portion thereof, except that for which full and complete releases have been obtained. If any lien for any such work is filed before or after Closing, Seller shall promptly discharge the same.

(22) To the best of Seller's knowledge, none of the artwork being a part of the Personal Property was prepared on a "work for hire" basis and none of the artwork was commissioned after 1991.

(23) To the best of Seller's knowledge, all applicable charges, fees and assessments (including condominium fees, to the extent applicable) and any and all other sums due under declarations, cross-easements and like agreements to which the Property or any portion thereof may be subject, have been paid, and no special assessments thereunder are pending, and all consents and approvals required to be obtained under any such declarations, cross-easements and like agreements have been obtained pursuant to the requirements of such documentation.

(24) To the best of Seller's knowledge, all debts, liabilities, and obligations of Seller arising out of the construction, ownership, and operation of the Property including, but not limited to, construction costs, salaries, taxes, accounts payable and the like, have been paid as they became due and payable and shall continue to be so paid from the date hereof until the Closing Date.

It is agreed and understood that Buyer intends to perform its own due diligence, investigation and analysis in connection with the transaction contemplated by this Agreement. If and to the extent that Buyer determines prior to the Due Diligence Termination Date that any or all of the representations and warranties made in this Agreement by Seller shall be untrue as a result of such due diligence, investigation or analysis, Buyer shall not be entitled to rely on such representation(s) and warranty(ies) contained in this Agreement and the same shall be deemed to have been deleted from this Agreement as to such matters. Accordingly, in the event that the Buyer has now or hereafter acquires prior to the Due Diligence Termination Date actual knowledge that one or more of the representations and warranties of Seller are not true, no such fact or circumstance known to Buyer shall be made the basis of a claim by the Buyer of a breach of representation or warranty by Seller.

Notwithstanding anything to the contrary contained in this Agreement, in the event any representation, agreement or undertaking made by Seller in this Agreement shall prove to be false and the cost or expense incurred or likely to be incurred by Buyer as a result thereof shall not exceed $50,000 in the aggregate, such misrepresentation, agreement or undertaking shall be deemed "immaterial" and shall not give rise to any right of Buyer to terminate or refuse to close title under this Agreement or give rise to any right of action for money damages or specific performance and Buyer hereby waives all its rights, claims and remedies relating thereto. Buyer's sole remedy in the event any representation, agreement or undertaking of Seller which is discovered by Buyer at or prior to the Closing herein shall prove to be false and the cost or expense incurred or likely to be incurred by Buyer as a result thereof exceeds $50,000 shall be to terminate this Agreement by written notice given at or prior to Closing, which notice shall specify in detail the nature of the misrepresentation and identify in detail the costs incurred or likely to be incurred by Buyer, and thereupon Buyer shall receive a refund of the Deposit, and Seller shall reimburse Buyer for Buyer's Reasonable Costs and Due Diligence Costs. To the extent Buyer has actual knowledge that any representation, agreement or undertaking is false at or prior to the Closing, and does not or is not permitted to terminate this Agreement, Buyer hereby waives all of its rights, claims and remedies relating thereto.

As to any representation or warranty made in this Agreement which is qualified as being to the best knowledge of Buyer or Seller, it is agreed and understood that such party shall be under no obligation to conduct any independent investigation or inquiry regarding the matters covered by such representation and warranty. Buyer or Seller will be deemed to have knowledge of a particular matter only if the facts and circumstances thereof are actually known to such party making such representation or warranty.

(b) Buyer hereby represents and warrants as follows, all of which shall be true and correct at, and as of, the date hereof:

(1) Buyer is a real estate investment trust duly formed and validly existing under the laws of the State of Maryland, and is in good standing with the State Department of Assessments and Taxation of Maryland.

(2) Subject to Paragraph 9(b)5, below, Buyer has all necessary power and authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby, without the consent or authorization of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have been or will be given, prior to the Closing. This Agreement constitutes, and the other documents and instruments to be delivered by Buyer pursuant hereto when delivered will constitute, the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms.

(3) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (a) violate any provision of any organizational document of Buyer, or (b) constitute a violation of or be in conflict with or constitute a default under any term or provision of any material agreement, instrument or lease to which Buyer is a party.

(4) There is no litigation, proceeding or action pending, or, to the best of Buyer's knowledge, threatened against or relating to Buyer which might materially and adversely affect the ability of Buyer to consummate the transactions contemplated hereby or which questions the validity of this Agreement or any action taken or to be taken by Buyer pursuant hereto.

(5) The execution and delivery of this Agreement shall have been approved by the trustees of Buyer on or prior to the Due Diligence Termination Date and no further action shall thereupon be required on the part of Buyer to consummate the transaction contemplated hereby. The signatories for Buyer are authorized and empowered to bind Buyer to this Agreement and all transactions contemplated herein.

(6) Except as otherwise set forth in Paragraph 9(b)5, above, no consent, approval or authorization of, or declaration, filing or registration with, any governmental agency is required in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereunder by the Buyer or the Partnership.

(7) Buyer has sufficient funds available to consummate the transaction contemplated by this Agreement, without the necessity of third-party financing other than other than Buyer's existing revolving credit facility administered by Nationsbank, N.A.

Buyer acknowledges that its obligations hereunder are not conditioned upon any third party financing or capital infusion by another party.

(8) The information contained in Buyer's Form 10-K for the year ended December 31, 1996, was prepared in all material respects in accordance with and complied in all material respects with the requirements of the rules of the Securities and Exchange Commission, and did not at the time that it was filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

All of the representations and warranties set forth in this Section 9 shall be deemed renewed by Seller and Buyer on the Closing Date and shall, as a condition to each party's obligation to close hereunder, be recertified by each party as being true and correct in all material respects as of the Closing Date as if made at such time (it being understood that specific, numbered representations and warranties that speak of a specified date shall only continue to speak as of the date so specified), and all such representations shall survive for a period of one year from the Closing.

10. Access To The Property.

(a) Buyer and/or its agents and representatives, during normal business hours and after reasonable advance notice to Seller, may enter upon any of the Real Property from time to time prior to the Closing Date, accompanied by an agent of Seller, for purposes of conducting such inspections, investigations and/or studies as Buyer deems necessary, including, without limitation, financial reviews, physical inspections, lease reviews and environmental reviews and testing, which activities may include test borings and soil samplings ("Buyer's Due Diligence Activities"). Buyer's access to the Real Property shall be subject to the rights of the Tenants of any of the Real Property, who shall not be unreasonably disturbed during any such inspection by Buyer. Buyer shall not engage in any activity in or about the Real Property which directly or indirectly violates the terms of any governmental or quasi-governmental statute, rule, regulation, order or practice. Buyer shall not make any physical changes to any of the Real Property, except for test borings and soil samplings which shall be performed only by licensed engineers reasonably acceptable to Seller and only after three (3) business days' prior notice to Seller. Buyer may contact any governmental or quasi-governmental authorities concerning the Property without the prior written approval of Seller. Seller shall have the opportunity to observe any and all action taken by Buyer or its representatives, consultants, agents, etc. pursuant to this paragraph 10. All information set forth in any document which Seller has granted to Buyer the express right to review, if any, shall be held in strict confidence until Closing and thereafter in the event Closing does not occur. If Buyer violates its obligations under this Paragraph 10(a) or in the event of any physical damage to any of the Real Property or any Personal Property resulting, directly or indirectly, from the exercise by Buyer of its rights under this Paragraph 10(a), Buyer hereby agrees to restore the Real Property and Personal Property to their respective

conditions prior to incurring such damage. Buyer hereby agrees to indemnify, defend and hold harmless Seller from and against all physical damage to any of the Real Property and Personal Property, personal injury and/or any other claims or liability which may occur as a result of Buyer's (or Buyer's agents, employees, invitees or licensees) entry or activities upon any of the Real Property. The provisions of this Paragraph 10(a) shall survive Closing or other termination of this Agreement.

(b) Buyer, or any of Buyer's consultants performing physical tests on the Real Property shall maintain public liability insurance policies (naming Seller as an additional named insured with respect to any liability occurring on the Real Property), with combined single limit coverage of at least $1,000,000, insuring against claims arising as a result of the inspections of Buyer, its agents, employees or such contractors at any of the Real Property. A certificate of insurance evidencing the foregoing coverage shall be delivered to Seller prior to Buyer's or any of Buyer's consultants' entry on to any of the Real Property.

(c) In the event Closing does not occur or this Agreement is terminated, Buyer shall promptly return to Seller any documents obtained from Seller or Seller's agents and deliver, to Seller without charge, copies of all written test results, studies, reports and similar materials obtained by or on behalf of Buyer relating to any of the Real Property.

11. Due Diligence Period; Additional Provisions.

(a) During the period commencing on the Effective Date and ending at 5:00 p.m. E.S.T. on the Due Diligence Termination Date, Buyer may, subject to the provisions set forth in Paragraph 10 above, review all plans and specifications, condition of title, agreements relating to and the availability of utilities, environmental conditions, the physical condition of the existing improvements, compliance by the Property with zoning, licensing and all other governmental requirements, Leases for any of the Real Property, operating statements pertaining to the Property and all other aspects and conditions of the Property which Buyer may decide to review (collectively, "Buyer's Due Diligence Activities"), all as Buyer shall deem appropriate). In connection with Buyer's Due Diligence Activities, Seller has delivered or will deliver to Buyer various documents, reports and materials (collectively, the "Seller Due Diligence Materials"). BUYER UNDERSTANDS AND HEREBY ACKNOWLEDGES AND AGREES THAT THE SELLER DUE DILIGENCE MATERIALS ARE BEING DELIVERED TO BUYER WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER BY SELLER OR BY THE PREPARER OF SUCH SELLER DUE DILIGENCE MATERIALS, WITH THE SOLE EXCEPTION OF ANY REPRESENTATION OR WARRANTY AS TO THE CORRECTNESS, ACCURACY OR COMPLETENESS THEREOF WHICH IS EXPRESSLY SET FORTH IN THIS AGREEMENT.

(b) If, as a result of Buyer's Due Diligence Activities or otherwise, Buyer shall conclude, for any reason or for no reason, that it does not wish to proceed with the transaction contemplated by this Agreement, it may terminate this Agreement by written notice

delivered to and received by Seller on or before 5:00 P.M. E.S.T. on the Due Diligence Termination Date (as to which date time shall be of the essence), with a simultaneous copy thereof to the Escrow Agent. In the event of such timely termination of this Agreement by the Buyer, the Escrow Agent shall make the delivery of funds contemplated under Paragraph 1 of the Escrow Terms, and this Agreement shall thereupon be null and void and of no further force or effect, except as to those matters which expressly survive such termination.

(c) Seller shall use its commercially reasonable efforts to obtain a Non-Applicability Letter for the Land promptly after the Effective Date, and shall pursue the same diligently and in good faith.

(d) Buyer agrees to prepare and forward to Seller, at Buyer's sole cost and expense, certificates (the "Estoppel Certificates") for execution by the Tenants which shall at Buyer's election, either (i) be in such form or contain such information as the Tenant from whom request is made is obligated under its Lease to execute and deliver for execution by the Tenants (the "Required Form"), or (ii) in the form annexed hereto as Exhibit "O". Seller agrees to deliver the Estoppel Certificates to the Tenants promptly after Buyer's written election as to the form to be used (which election shall be made not later than five (5) days after the date hereof), and to use all reasonable and diligent efforts to obtain executed copies of same from such Tenants prior to the Closing. It shall be a condition to Buyer's obligations hereunder that, at or prior to Closing, Estoppel Certificates shall have been obtained from at least 75% of the Tenants at each Property, including those identified on Exhibit "P" annexed hereto and made a part hereof (the "Identified Tenants"), BUT ONLY IF THE INITIAL REQUEST MADE OF SUCH TENANT WAS FOR AN ESTOPPEL CERTIFICATE IN THE REQUIRED FORM, provided, however, if an estoppel in the Required Form is not obtained from an Identified Tenant, Seller may, in lieu thereof, deliver its certificate containing the information set forth on the Required Form, which certificate shall serve as Seller's representation as to the facts stated therein, which representation shall survive for a period of six (6) months following the Closing. In no event shall Buyer's obligations under this Agreement be conditioned, in whole or in part, upon the delivery of Estoppel Certificates from any Tenant in other than the Required Form.

12. Condemnation. Seller covenants and warrants that Seller has not received any written notice of any condemnation proceeding or other proceeding in the nature of eminent domain in connection with the Real Property, and has no actual knowledge of any threatened condemnation. As used herein, a "material taking" shall mean a taking of either an entire Real Property, more than twenty percent (20%) of a Building or more than 10% of the parking area of a Real Property. If, prior to the Closing, any such proceeding affecting a material portion of any of the Real Property is commenced, Seller agrees promptly to notify Buyer thereof. In the event of a material taking of one or more Real Property or commencement of proceedings in connection with such a taking, Buyer may, at its sole option exercised by delivery of written notice thereof within ten (10) days after receipt of such written notice thereof, (x) proceed to Closing as provided in this Paragraph 12 without an abatement of the Purchase Price and at Closing Seller shall assign to Buyer, without recourse, all condemnation proceeds paid or

payable with respect thereto; or (y) terminate this Agreement with respect to the Property as to which a material taking has occurred, whereupon this Agreement shall terminate with respect to such Real Property and this Agreement shall continue in full force and effect with respect to all of the remaining Real Property, and at Closing, Buyer shall pay to Seller the aggregate of the Allocated Prices for the remaining Real Property. Provided Buyer shall have waived its right to terminate this Agreement with respect to the Real Property so taken, as provided above, Seller shall not, from and after the Due Diligence Termination Date, settle or adjust any claims relating to a condemnation without Buyer's prior approval, which shall not be unreasonably withheld or delayed.

13. Damage By Fire Or Other Casualty.

(a) Seller shall promptly notify Buyer of damage to the Improvements occurring by reason of casualty during the period between the Effective Date and the Closing Date. Seller shall timely notify any insurance companies with respect to any damage and shall promptly submit claims for such damage. Provided Buyer shall have waived its right to terminate this Agreement with respect to the Real Property so damaged, as provided below, Seller shall not, from and after the Due Diligence Termination Date, settle or adjust any claims relating to a casualty without Buyer's prior approval, which shall not be unreasonably withheld or delayed.

(b) If (i) any portion of the Improvements is damaged by fire or casualty after the Execution Date and the Improvements so damaged are not repaired or restored on or before Closing to substantially the condition existing prior to the damage, and (ii) at the time of Closing, the estimated cost of repairs by reason of such fire or casualty to the Improvements, as determined by an independent adjuster is, with respect to any of the Real Property so damaged, an amount equal to or less than ten percent (10%) of the Purchase Price for such Real Property, there shall be no abatement or adjustment in the Purchase Price and, provided the loss or damage is a covered loss under Seller's insurance policy, Buyer shall be required to purchase all of the Real Property in accordance with the terms of this Agreement and, at Closing, Seller shall assign to Buyer, without recourse, all insurance claims and proceeds with respect thereto (less sums theretofore expended, if any, by Seller for emergency repairs or barricades) and Seller shall credit Buyer at Closing with the amount of any applicable deductible. Seller shall have no liability or obligation with respect to the condition of any of the Real Property as a result of any such fire or casualty. If the repair to, or the restoration of, the Improvements so damaged has not been completed as aforesaid and, at the time of Closing, the estimated cost of such repair or restoration, as determined by such independent adjuster, for any of the Real Property is an amount which is greater than ten percent (10%) of the Purchase Price for the applicable Real Property, Buyer may, at its sole option, (x) proceed to Closing as provided in this Paragraph 13(b) without an abatement of the Purchase Price and at Closing Seller shall assign to Buyer, without recourse, all insurance claims and proceeds with respect thereto (less sums theretofore expended, if any, by Seller for emergency repairs or barricades) and Seller shall credit Buyer at Closing with the amount of any applicable deductible; or (y) terminate this

Agreement with respect to the Property which have suffered damage to the Improvements by fire or other casualty in an amount which exceeds ten percent (10%) of the Purchase Price for such Real Property(s) whereupon this Agreement shall terminate with respect to such damaged Real Property(s) and this Agreement shall continue in full force and effect with respect to all of the remaining Real Property, and at Closing, Buyer shall pay to Seller the aggregate of the Purchase Prices for the remaining Real Property. Buyer shall assign all of its right, title and interest in and to any and all insurance policies and insurance proceeds relating to such of the Real Property for which this Agreement has been terminated.

14. Default.

(a) If Buyer shall default in its obligations to pay the Purchase Price and complete Closing in accordance with the terms of this Agreement, then, as Seller's sole and exclusive remedy therefor, Seller shall be entitled to retain the Deposit as liquidated and agreed upon damages for the losses and injuries which Seller shall have sustained and suffered as a result of Buyer's default, and thereupon this Agreement and Buyer's obligations hereunder shall be terminated except as expressly provided in this Agreement. It is agreed that the provisions of this Paragraph 14(a) for liquidated and agreed upon damages are a bona fide provision for such and are not a penalty, the parties understanding that by reason of the withdrawal of the Real Property from sale to the general public at a time when other parties would be interested in purchasing such Real Property, that Seller shall have sustained damages which will be substantial, but will not be capable of determination with mathematical precision. Therefore, this provision for liquidated and agreed upon damages has been incorporated as part of this Agreement as a provision beneficial to both parties.

(b) If Seller shall default in its obligation to deliver any of the Deeds or other items described in Paragraph 5 hereof, upon Buyer's (i) tender of the full Purchase Price and (ii) compliance with all of the material terms and conditions of this Agreement, Buyer shall have the sole option of terminating this Agreement and receiving the return of the Deposit, together with payment by Seller of (A) Buyer's Reasonable Costs, and (B) Buyer's actual, documented out-of-pocket costs and expenses incurred in connection with its Due Diligence Activity, not to exceed Seventy-Five Thousand Dollars ($75,000) ("Due Diligence Costs") for the entire Paint Works Property and the Other Properties or (Y) to seek specific performance of Seller's obligation to convey the Real Property in accordance with this Agreement. If Buyer elects to terminate this Agreement, upon payment of the sums described above, Seller shall be released and relieved of any further liability and this Agreement shall thereupon be null and void. Except as expressly set forth above, Buyer hereby waives any right which Buyer may have to any lis pendens or other lien or encumbrance against any of the Real Property, equitable relief, consequential or punitive damages, loss of profits, costs related to in-house or other overhead allocations, and damages. The remedies set forth herein shall be Buyer's sole remedies pursuant to this Agreement, or otherwise at law or in equity shall become null and void if Closing occurs (except as to obligations hereunder which by their terms expressly survive Closing), and shall not

apply to a defect in title, the remedies for which are set forth in Paragraph 5(b) hereof, or to any inability on the part of Seller to perform its obligations under this Agreement.

15. Operations Prior To Closing.

(a) Seller agrees to operate the Property between the Execution Date and the Closing Date in the same general manner as Seller has operated the Property during the immediately preceding six (6) month period, paying all costs and expenses as they come due, and in any event prior to Closing, and maintaining all insurance coverage currently in force.

(b) Seller shall comply with all of the obligations of landlord under the Leases and all other agreements and contractual arrangements affecting the Real Property by which Seller is bound or to which the Real Property, or any of them, are subject, and which will be binding upon Buyer or a lien upon such Real Property, after the Closing.

(c) Seller shall notify Buyer promptly of Seller's receipt of any notice from any party alleging that Seller is in default of its obligations under any of the Leases or any Permit or agreement affecting the Real Property, or any portion or portions thereof.

(d) No contract for or on behalf of or affecting the Real Property shall be negotiated or entered into which cannot be terminated by Seller upon the Closing without the payment of a specific charge, cost, penalty or premium for such termination.

(e) Except with the prior written consent of Buyer, which Buyer agrees it shall not unreasonably withhold, condition or delay, Seller shall not enter into any new leases for any portion of the Real Property. Any new lease shall be on Buyer's customary form (which may vary to reflect customary negotiated revisions thereto), or such other form which is reasonably acceptable to Buyer. Further, except with the prior written consent of Buyer, which Buyer agrees it shall not unreasonably withhold, condition or delay, or as set forth above, Seller shall not amend, extend (except where required under the terms of the Lease in question), terminate (except by reason of a tenant's default), accept surrender of, or permit any assignments or subleases of, any of the Leases (except as may be required under such Lease), nor accept any rental more than one (1) month in advance (exclusive of any security deposit).

(f) Seller shall not make or permit to be made any capital improvements or additions to the Real Property, or any portion thereof, without the prior written consent of Buyer, except those made by Seller pursuant to the express requirements of this Agreement, those made by tenants pursuant to the right to do so under their Leases, or by Seller if required by applicable law or ordinance, or as required under any Lease.

(g) Seller shall timely bill all tenants for all rent billable under Leases, and use commercially reasonable efforts to collect any rent in arrears.

(h) Seller shall notify Buyer of any tax assessment disputes (pending or threatened) prior to Closing, and from and after the Due Diligence Expiration Date, Seller not agree to any changes in the real estate tax assessment, nor settle, withdraw or otherwise compromise any pending claims with respect to tax assessments relating to the current or any subsequent year, without Buyer's prior written consent, which shall not be unreasonably withheld, delayed or conditioned. If any proceedings shall result in any reduction of assessment and/or tax for the tax year in which the Closing occurs, it is agreed that the amount of tax savings or refund for such tax year, less the reasonable fees and disbursements in connection with such proceedings, shall be apportioned between the parties as of the date real estate taxes are apportioned under this Agreement. All refunds relating to any tax year prior to the Closing shall be the sole property of Seller, and all refunds relating to any year subsequent to the year in which Closing occurs shall be the sole property of Buyer. Each party agrees to promptly remit to the other any refund received by it which is the property of the other.

(i) Seller shall notify Buyer promptly of the occurrence of any of the following:

(i) Receipt of notice from any governmental or quasi-governmental agency or authority or insurance underwriter relating to the condition, use or occupancy of the Real Property, or any portion thereof;

(ii) Receipt of any notice of default from any tenant or from the holder of any lien or security interest in or encumbering the Real Property, or any portion thereof;

(iii) Notice of any actual or threatened litigation against Seller or affecting or relating to the Real Property, or any portion thereof which may materially and adversely affect the Real Property or Seller's ability to consummate the transactions contemplated by this Agreement; and

(iv) Vacancy of any demised Property by a tenant, other than in accordance with a scheduled lease termination.

16. Property Conveyed "AS-IS, WHERE IS". IT IS UNDERSTOOD AND AGREED THAT, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, SELLER IS NOT MAKING AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE ECONOMICAL, FUNCTIONAL, ENVIRONMENTAL OR PHYSICAL CONDITION OF ALL OF THE Property, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE, ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITIONS, AVAILABILITY OF ACCESS, INGRESS OR EGRESS, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE ECONOMICAL,

FUNCTIONAL, ENVIRONMENTAL OR PHYSICAL CONDITION OF THE Property INCLUDING, WITHOUT LIMITATION: (i) THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF ANY OF THE PROPERTY, (ii) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO ANY OF THE Property AND (iii) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF ANY OF THE PROPERTY. BUYER AGREES THAT WITH RESPECT TO THE PROPERTY, BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR ANY AGENT OF SELLER NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. BUYER REPRESENTS THAT IT IS A KNOWLEDGEABLE BUYER OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF BUYER'S CONSULTANTS, AND THE REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS AGREEMENT, SUBJECT, HOWEVER, TO THE LIMITATIONS CONTAINED HEREIN UPON SUCH REPRESENTATIONS AND WARRANTIES, AND THAT SELLER HAS OR SHALL HAVE AFFORDED BUYER WITH A FULL AND COMPLETE OPPORTUNITY TO MAKE ITS OWN INDEPENDENT INVESTIGATION OF THE PROPERTY AND ALL MATTERS PERTAINING THERETO INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF AND, UPON CLOSING, SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER'S INSPECTIONS AND INVESTIGATIONS. BUYER ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS," WITH ALL FAULTS, AND THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS (EXCEPT AS HEREIN SPECIFICALLY PROVIDED), COLLATERAL TO OR AFFECTING ANY OF THE PROPERTY BY SELLER, ANY AGENT OF SELLER OR ANY THIRD PARTY. BUYER EXPRESSLY AGREES THAT THE TERMS AND CONDITIONS OF THIS PARAGRAPH 16 SHALL EXPRESSLY SURVIVE THE CLOSING AND NOT MERGE THEREIN AND SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO ANY OF THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO IN THIS AGREEMENT.

17. Conditions Precedent to Closing.

The obligations of Buyer hereunder are subject to the fulfillment of the following conditions prior to or on the Closing Date (any one of which may be waived in whole or in part by Buyer at or prior to the Closing) and in the event any of the conditions are not complied with, Buyer may terminate this Agreement by notifying the Seller and Escrow Agent and thereupon shall be returned the Deposit and thereafter this Agreement shall be null and void:

(a) Correctness of Warranties and Representations. The warranties and representations made by Seller in this Agreement shall be true and correct on the Closing Date as though such representations and warranties were made on the Closing Date (except for changes in the Leases permitted under the terms of this Agreement).

(b) Compliance with Terms and Conditions. Seller shall have performed and complied with all of the terms and conditions required by this Agreement to be performed and complied with by it prior to or on the Closing Date.

(c) Buyer's Satisfaction with Inspection. Buyer shall have notified Seller of Buyer's satisfaction with the inspection performed under
Section 11 of this Agreement, or shall fail to notify Seller on or before the Due Diligence Expiration Date, of Buyer's dissatisfaction with the results of such review.

18. Brokers.

(a) Seller and Buyer each represent to the other that neither Seller nor Buyer has dealt with any real estate broker, dealer or salesman in connection with the subject transaction.

(b) Seller and Buyer shall and hereby each agree to indemnify, defend, and hold harmless the other from and against any loss, damage, or claim resulting from a breach of the representations of Seller and Buyer set forth in Paragraph 18(a) hereof.

(c) The provisions of this Paragraph 18 shall survive Closing hereunder, or any other termination of this Agreement.

19. Notices. All notices, requests and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered (i) in person, or (ii) by certified mail, return receipt requested, or
(iii) by recognized overnight delivery service providing positive tracking of items (for example, Federal Express), or (iv) by confirmed telecopier, in each case addressed as follows (or at such other address of which Seller or Buyer shall have given notice as herein provided):

If to Buyer, addressed to:

Brandywine Operating Partnership, L.P.

Newtown Square Corporate Campus
16 Campus Boulevard
Suite 150
Newtown Square, PA 19073
Attn: Gerard H. Sweeney,
President and Chief Executive Officer

with a copy in each instance to:

Brad A. Molotsky, General Counsel
Brandywine Operating Partnership, L.P.
Newtown Square Corporate Campus
16 Campus Boulevard
Suite 150
Newtown Square, PA 19073

If to Seller, addressed to:

Paint Works Corporate Associates-H 20 E. Clementon Road, Suite 201 Gibbsboro, New Jersey 08026 Attention: R. Randle Scarborough

with a copy in each instance to:

Kelly Young, Esquire 20 East Clementon Road, Suite 202 Gibbsboro, New Jersey 08026

If to Escrow Agent, addressed to:

M. Gordon Daniels, Esquire Commonwealth Land Title Insurance Company 1700 Market Street Philadelphia, Pennsylvania 19103

or to such-other address or addresses and to the attention of such other person or persons as any of the parties may notify the other in accordance with the provisions of this Agreement. All such notices, requests and other communications shall be deemed to have been sufficiently given for

all purposes hereof only if given pursuant to the foregoing requirements as to both manner and address, and only upon receipt (or refusal to accept delivery) by the party to whom such notice is sent. Notices by the parties may be given on their behalf by their respective attorneys.

20. Successors And Assigns. Except to a subsidiary or related party, Buyer may not assign this Agreement or any rights herein or any portion hereof without the prior written consent of Seller, which may be withheld for any reason or for no reason, except that no such consent shall be required to an assignment of this Agreement by Buyer to the Partnership. This Agreement shall apply to, inure to the benefit of and be binding upon and enforceable against the parties hereto and their respective permitted successors and assigns, to the same extent as if specified at length throughout this Agreement.

21. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one and the same Agreement.

22. Time Of The Essence. Time is of the essence of each and every provision in this Agreement. If any time period or date ends on a day or time which is a weekend, legal holiday or bank holiday, such period shall be extended to the same time on the next business day.

23. Judicial Interpretation. Should any provision of this Agreement require judicial interpretation, it is agreed that the court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agent prepared the same, it being agreed that the agents of all parties have participated in the preparation of this Agreement.

24. Captions And Recitals. The captions contained herein are not a part of this Agreement and are included solely for the convenience of the parties.

25. Entire Agreement. This Agreement and the Exhibits and Schedules attached hereto contains the entire agreement between the parties relating to the acquisition of the Property, all prior negotiations between the parties are merged by this Agreement and there are no promises, agreements, conditions, undertakings, warranties or representations, oral or written, express or implied, between them other than as herein set forth. No change or modification of this Agreement shall be valid unless the same is in writing and signed by the parties hereto. No waiver of any of the provisions of this Agreement, or any other agreement referred to herein, shall be valid unless in writing and signed by the party against whom it is sought to be enforced.

26. Governing Law; Venue.

(a) This Agreement and the rights and duties of the parties hereto and the validity, construction, enforcement and interpretation of this Agreement shall be governed by the laws of the State of New Jersey.

(b) With regard to any litigation arising out of or involving this Agreement, each party hereto: (i) irrevocably submits to the jurisdiction of the state and federal courts of the State of New Jersey and agrees and consents to service of process being made upon it in any legal proceeding arising out of or in connection herewith by service of process provided by the law of the State of New Jersey; (ii) irrevocably waives, to the fullest extent permitted by law, any objection which it now or hereafter may have to the laying of venue of any litigation arising out of or in connection with this Agreement brought in the State Courts of New Jersey or the United States District Court for the District of New Jersey; (iii) irrevocably waives any claims that any litigation brought in any such court has been brought in an inconvenient forum; and (iv) irrevocably agrees that any legal proceeding against any party hereto arising out of or in connection with this Agreement shall be brought in either the State Courts of New Jersey or the United States District Court for the District of New Jersey.

27. Confidentiality. Each of the parties to this Agreement covenants that it shall not communicate the terms or any aspect of this transaction prior to the Closing with any person or entity other than the other parties to this Agreement, except for Seller's agents, consultants, counsel and representatives of Buyer for Buyer's Due Diligence Activities and financing purposes, unless Buyer is advised by its counsel that applicable securities laws and regulations require. In addition, Buyer covenants that if it undertakes any investigation of the Property, it shall conduct such investigation of the Property as described herein and with the degree of confidentiality as Buyer would apply with respect to its own proprietary information. Notwithstanding the foregoing, at any time after expiration of the Due Diligence Period, Buyer may issue one or more press releases (which shall not disclose financial terms), if necessary or appropriate to comply with applicable securities laws and regulations.

28. Limitation Of Liability. No recourse shall be had for any obligation of Brandywine Realty Trust or Brandywine Operating Partnership, L.P. under this Agreement or under any document executed in connection herewith or pursuant hereto, or for any claim based thereon or otherwise in respect thereof, against any past, present or future trustee, shareholder, officer or employee of Brandywine Realty Trust or Brandywine Operating Partnership, L.P., whether by virtue of any statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being expressly waived and released by the Seller and all parties claiming by, through or under Seller.

Except for a breach of the representations or warranties as stated herein which shall be full recourse to the general partners of Seller, no recourse shall be had for any obligation of Seller under this Agreement or under any document executed in connection herewith or

pursuant hereto, or for any claim based thereon or otherwise in respect thereof, against any past, present or future partner or employee of Seller whether by virtue of any statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being expressly waived and released by the Buyer and all parties claiming by, through or under Buyer.

29. SEC Reporting (8-K) Requirements. For the period of time commencing on the date hereof and continuing through the first anniversary of the Closing Date, Seller shall, from time to time, upon reasonable advance written notice from Buyer, provide Buyer and its representatives, with access to all financial and other information then in Seller's possession pertaining to the period of Seller's ownership and operation of the Real Property, which information is relevant and reasonably necessary, in the opinion of Buyer's outside, third party accountants (the "Accountants"), to enable Buyer and its Accountants to prepare financial statements in compliance with any or all of (a) Rule 3-05 or 3-14 of Regulation S-X of the Securities and Exchange Commission (the "Commission"), as applicable; (b) any other rule issued by the Commission and applicable to Buyer; and (c) any registration statement, report or disclosure statement filed with the Commission by, or on behalf of Buyer. Seller shall deliver to Buyer's accountants a representation letter (the "Letter"), in the form annexed hereto as Exhibit "Q", provided that Buyer (and any assignee or designee acquiring title to the Real Property) shall indemnify and hold Seller harmless from and against any claim, damage, loss or liability including, without limitation, legal fees incurred by Seller in investigating, defending against or settling any such matter and the amount of any such settlement to which Seller is at any time subjected, bonafide or not, by any person who is not a party to this Agreement as a result of its delivery of the information described in this Paragraph, or delivery of the Letter. The Buyer acknowledges that the Seller is not making any representation or warranty regarding such information as is delivered in accordance with the terms of this Paragraph except to the extent set forth in the Letter or otherwise expressly set forth in this Agreement.

30. Partial Invalidity. If any term, covenant or condition of this Agreement, or the application thereof, to any person or circumstance shall be invalid or unenforceable at any time or to any extent, then the remainder of this Agreement, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby. Each term, covenant and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law.

31. No Recordation. Buyer shall not be entitled to record this Agreement or a memorandum or other notice of this Agreement in any public office. This Paragraph shall be deemed to be a specific directive to the officials of such public office NOT to accept this Agreement or a memorandum or other notice of this Agreement for recordation in any form whatsoever. Any violation of the provisions of this Paragraph 31 shall constitute an immediate default by Buyer under this Agreement.

32. Tender. Formal tender of an executed deed and purchase money is hereby waived by Buyer.

33. Further Assurances. After the Closing, Seller shall execute, acknowledge and deliver, for no further consideration, all assignments, transfers, deeds and other documents as Buyer may reasonably request to vest in Buyer and perfect Buyer's right, title and interest in and to the Property.

34. Jury Trial Waiver. BUYER AND SELLER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT EACH MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT AND AGREE THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

35. No Offer. THE DELIVERY OF THIS AGREEMENT DOES NOT CONSTITUTE AN OFFER AND THIS AGREEMENT SHALL NOT BE BINDING AND SHALL HAVE NO FORCE AND EFFECT UNLESS AND UNTIL A FULLY EXECUTED COUNTERPART HEREOF HAS BEEN DELIVERED TO EACH OF THE PARTIES. IT IS EXPRESSLY UNDERSTOOD THAT SELLER HAS NO OBLIGATION TO EXECUTE THIS AGREEMENT.

36. Indemnification.

Without limitation of any other Seller indemnity obligations set forth herein, from and after the Closing Date, Seller shall indemnify, defend and save and hold harmless Buyer, and its respective trustees, directors, officers and employees, of, from and against any and all loss, cost, expense, damage, claim, and liability, including reasonable attorney's fees and court costs, including, without limitation, attorney's fees and costs associated with the enforcement of Seller's indemnification obligations for all claims brought within one year of such Closing (hereinafter collectively, "Losses") which Buyer may suffer or incur, resulting from, relating to, or arising in whole or in part, from or out of (i) any misrepresentation or breach of a representation or warranty by Seller contained in this Agreement; (ii) any failure to fulfill any covenant or agreement of Seller contained in this Agreement; (iii) all litigation as set forth in this Agreement and on Exhibits hereto; (iv) any and all actions, suits, investigations, proceedings, demands, assessments, audits, judgments, and/or claims arising out of or relating to any of the foregoing.

Promptly after receipt by Buyer of written notice of the commencement of any suit, audit, demand, judgment, action, investigation or proceeding (a "Third Party Action") or promptly after Buyer incurs a Loss or has knowledge of the existence of a Loss, Buyer will, if a claim with respect thereto is to be made against Seller due to Seller's obligation to provide indemnification hereunder, give Seller written notice of such Loss or the commencement of any Third Party Action; provided, however, that the failure to provide such notice within a reasonable

period of time shall not relieve Seller of any of its obligations hereunder. Promptly after receiving such notice, Seller will, upon notice to Buyer, have the right to assume and control the defense and settlement of any such Third Party Action at its own cost and expense; provided, however, that it shall be a condition precedent to the exercise of such right by Seller that Seller shall agree in writing that the Loss, or Third Party Action, as the case may be, is properly within the scope of the indemnification obligation and that as between the parties, Seller shall be responsible to satisfy and discharge such Third Party Action. Seller shall not enter into any resolution or other compromise of a Third Party Action without obtaining the complete release of Buyer for any liability to all claimants under or pursuant to such Third Party Action. Buyer shall have the right to participate in any such defense, contest or other protective action at its own cost and expense.

Notwithstanding the foregoing, Buyer shall have the right to assume and control the defense and settlement of a Third Party Action (a) if such action includes claims for equitable relief which, if determined adversely to Buyer, could reasonably be expected to interfere with its intended business operations or damage its business reputation or (b) if Seller fails to do so in a timely manner. In any circumstances in which Buyer undertakes to control the Third Party Action as provided in this paragraph, it shall (i) not enter into any resolution or other compromise involving monetary damages without obtaining the prior written consent of Seller provided that such written consent may not be withheld if it would interfere with Buyer's business operation and (ii) keep Seller informed on an ongoing basis of the status of such Third Party Action and shall deliver to Seller, copies of all documents related to the Third Party Action reasonably requested by Seller. Buyer shall act to assure that all attorneys' fees and expenses incurred in connection therewith are reasonable.

IN WITNESS WHEREOF, intending to be legally bound hereby, the parties have duly executed this Agreement as of the day and year first above stated.

SELLER:

PAINT WORKS CORPORATE
ASSOCIATES-W, a New Jersey general
partnership

By:  /s/R. Randle Scarborough
     ------------------------------
     R. Randle Scarborough, its
     authorized general partner


By:  /s/Robert K. Scarborough
     ------------------------------
     Robert K. Scarborough, its
     authorized managing general
     partner


By:  /s/Kevin D. Scarborough
     ------------------------------
     Kevin D. Scarborough, its
     authorized general partner

BUYER:

BRANDYWINE REALTY TRUST, a
Maryland Real Estate Investment Trust

By:  /s/Gerard H. Sweeney
     ------------------------------
      Name:  Gerard H. Sweeney
      Title:  President & CEO

The Undersigned Hereby Acknowledges
Receipt Of The Deposit And Agrees To
Hold And Apply The Same In Accordance
With The Provisions Of The Escrow Terms

Commonwealth Land Title Insurance Company:

By:  /s/M. Gordon Daniels
    ------------------------------
      M. Gordon Daniels

55 UNITED STATES AVENUE

AGREEMENT OF SALE

Between

PAINT WORKS CORPORATE ASSOCIATES-W

and

BRANDYWINE REALTY TRUST

Dated as of December 5, 1997

Exhibit A               Description of Land
Exhibit B               List of Contracts
Exhibit C               Certified Rent Roll
Exhibit D               Permitted Exceptions
Exhibit E               Excluded Personal Property
Exhibit F               The Other Properties
Exhibit G               Form of Deed
Exhibit H               Bill of Sale
Exhibit I               Form of Assignment(s)
Exhibit J               Form of Non-Foreign Person Certification
Exhibit K               Pending Litigation
Exhibit L               Contracts Not Terminable with 30 days Notice
Exhibit M               Environmental Notices
Exhibit N               Outstanding Brokerage Commissions and TI
Exhibit O               Form of Estoppel Certificate
Exhibit P               Identified Tenants
Exhibit Q               Representation Letter

Exhibit 10.8

50 EAST CLEMENTON DRIVE
AGREEMENT OF SALE

THIS AGREEMENT OF SALE is made and entered into as of the 5th day of December, 1997 by and between PAINT WORKS CORPORATE ASSOCIATES-H, a New Jersey general partnership having its principal office at Scarborough Properties, 20 East Clementon Road, Suite 201, Gibbsboro, New Jersey 08026 ("Seller") and BRANDYWINE REALTY TRUST, a Maryland real estate investment trust or its nominee, having an address at Suite 150, 16 Campus Boulevard, Newtown Square, Pennsylvania 19073 (hereinafter referred to as the "Buyer").

RECITALS

A. Seller is the owner of a certain tract of land being comprised of one
(1) parcel of property, being Lot 2, Block 8.01 and Lot 19.05, Block 7.04, together with the building and improvements thereon, including one bank building containing approximately 3,910 net rentable square feet, commonly known as 50 East Clementon Road and the parking lot appurtenant thereto, Gibbsboro, New Jersey as more fully described on Exhibit A-1 attached hereto; and

B. Seller desires and hereby agrees to sell, and Buyer desires and hereby agrees to acquire, all of Seller's right, title and interest in and to the Property (as hereinafter defined), subject to and on the terms and conditions hereinafter set forth. Seller also desires to grant and Buyer desires to receive an Option to purchase the Option Land (as hereinafter defined).

NOW THEREFORE, in consideration of the mutual promises and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions Of Certain Terms. For all purposes of this Agreement, the following terms shall have the respective meanings set forth below:

"Agreement" shall mean this document entitled "Agreement of Sale", all exhibits and schedules attached hereto or made a part hereof and all amendments to this Agreement which are agreed to in writing and signed by all of the parties hereto.

"Assignments" shall have the meaning ascribed to that term in Paragraph 5(f) hereof.

"Closing Date" shall have the meaning ascribed to that term in Paragraph 4 hereof. The date upon which the Closing (as defined in Paragraph 4 below) actually occurs shall be the Closing Date.

"Contracts" shall mean all contracts and agreements with respect to the management (excluding property management agreements), operation, supply, maintenance, repair or construction affecting any of the Property, to the extent assignable by Seller, all as described in Exhibit "B" attached hereto and made a part hereof.

"Deposit" shall mean the Deposit delivered by Buyer to Escrow Agent pursuant to Paragraph 3(a) hereof, together with all interest earned thereon, if any.

"Due Diligence Termination Date" shall mean 5:00 p.m. E.S.T. on December 9, 1997.

"Effective Date" shall mean the date on which this Agreement has been fully executed and delivered by both parties hereto to each other.

"Escrow Agent" shall mean Commonwealth Land Title Insurance Company, 1700 Market Street, Philadelphia, Pennsylvania 19103.

"Escrow Terms" shall mean the escrow agreement to be entered of even date herewith between Title Company, Buyer and Seller.

"Improvements" shall mean those certain buildings and other improvements constructed and located on the Land as described on Exhibit A.

"Land" shall mean that certain parcel of real property located at 50 East Clementon Road, and the parking lot appurtenant thereto, Gibbsboro, New Jersey.

"Leases" shall mean those certain leases (and guarantees thereof, if any) listed on Exhibit "C" attached hereto and made a part hereof, or hereafter entered into by Seller, as landlord, in accordance with the terms of this Agreement, for any space within any of the Improvements located on any of the Land.

"Licenses" shall mean the licenses, permits, approvals and agreements affecting any of the Real Property.

"Parking Lot Site" means Lot 19.05, Block 7.04.

"Partnership" shall mean Brandywine Operating Partnership, L.P., a Delaware limited partnership whose sole general partner is Buyer.

"Permitted Exceptions" shall mean with respect to any of the Real Property (I) the lien of real estate taxes, water rent and sewer charges that are not due and payable on the Closing Date, (ii) the printed exclusions, conditions and stipulations contained in the Commitment (as hereinafter defined), (iii) additional exceptions to title set forth in Exhibit "D"

to this Agreement, (iv) special assessments which become a lien on any of the Real Property on or after the Closing Date, and (v) such other title matters existing on the Closing Date which are accepted or deemed accepted by Buyer pursuant to Paragraph 5 hereof; and (vii) the rights of Tenants of any of the Real Property pursuant to the Leases for all or any portion of any of the Real Property.

"Personal Property" shall (except as specifically excluded on Exhibit "E" hereto) mean all of Seller's right, title and interest in and to the tangible personal property including, without limitation, furniture, furnishings, equipment, machinery and fixed and movable fixtures, together with all component and replacement parts, owned by Seller, situated on any of the Real Property on the Closing Date, and all artwork, renderings, flags, awnings and trade dress; all architects', engineers', surveyors' and other real estate professionals' plans, specifications, certifications, reports, data or other technical descriptions (including, without limitation, all environmental, structural and mechanical inspection reports) to the extent the same are in Sellers' possession and are not proprietary in nature, and all building names and Seller's rights, if any, in and to the name "50 East Clementon Road" and "Silver Lake."

"Property" shall mean the Real Property and such of the Contracts, Leases, Licenses, Personal Property and other rights, titles, interests and obligations which pertain to the Real Property and are intended to be conveyed, sold or otherwise transferred to Buyer by Seller pursuant to this Agreement.

"Real Property" shall mean the Land, the Option Land and the Improvements.

"Tenants" shall mean the tenants under the Leases.

2. Acquisition Of The Property. On the Closing Date, and subject to the terms and conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer and Buyer shall purchase from Seller the following:

(a) All right, title and interest of Seller in and to all of the Real Property;

(b) All right, title and interest of Seller, if any, in any land lying in the bed of any street, road, avenue or alley, open or closed, in front of or adjoining any of the Land, to the center line thereof;

(c) All right, title and interest of Seller, if any, in any easements, covenants, rights of way, privileges, hereditaments and other rights appurtenant to any of the Real Property;

(d) to the extent assignable to Buyer and approved by Buyer, all right, title and interest of Seller in and to the Contracts and the Licenses relating to any of the Real Property;

(e) all right, title and interest of Seller in and to the Leases; and

(f) all right, title and interest of Seller in and to the Personal Property.

3. Purchase Price And Time Of Payment. The Purchase Price (the "Purchase Price") to be paid by Buyer to Seller for the Property shall be Three Million Two Hundred Thousand Dollars ($3,200,000), as adjusted pursuant to Paragraph 7 of this Agreement, which shall be paid to Seller in the following manner:

(a) Twenty Thousand Dollars ($20,000) (the "Deposit") by check, subject to collection, payable to the order of the Escrow Agent, which shall be held and disbursed pursuant to the Escrow Terms. In addition thereto, by delivery, within two (2) business days next following the Due Diligence Expiration Date of Buyer's good check in the amount of $10,000.

(b) The balance of the Purchase Price shall be paid to Seller at the Closing by wire transfer of immediately available funds to an account designated by Seller.

(c) The transaction contemplated by this Agreement is conditioned upon the closing of the sale of the other properties identified on Exhibit "F" attached hereto (the "Other Properties"), so that no one or more of the Other Properties and the Property hereunder may be sold without all of the Property being sold unless expressly provided for in writing by the parties hereto and in any event the Deposit hereunder and thereunder shall be deemed a single deposit for the entire transaction.

4. Closing. The closing of the transaction contemplated by this Agreement (the "Closing") shall be held on or before December 12, 1997, but in any event no later than fifteen (15) days next following the Due Diligence Expiration Date, at the offices of Brandywine Realty Trust, Plaza 1000 at Main Street, Suite 400, Voorhees, New Jersey, commencing at 10:00 a.m., time being of the essence.

5. Title And Conveyance Of The Property.

(a) At Closing, title to the Real Property shall be insurable at regular rates by Commonwealth Land Title Insurance Company (the "Title Insurer"), free and clear of all liens, encumbrances and restrictions other than the Permitted Exceptions; provided, however, that if title to any of the Real Property is not insurable as aforesaid, Buyer's sole right and remedy shall be as set forth in paragraph 5(b) below.

(b) (i) Buyer has applied for a title insurance commitment (1992 ALTA Form with Creditor's Rights Exclusion Deleted) to be issued by the Title Insurer ("Commitment"), agreeing to issue to Buyer, upon recording of the Deeds (as hereinafter defined) for each of the Real Property, an owner's policy of title insurance as above specified ("Title Policy"). Said Commitments shall agree to insure the proposed title of the Buyer to each of the Real Property subject only to the Permitted Exceptions and such other title exceptions as Buyer has agreed to accept or is deemed to have accepted pursuant to this Paragraph. If any of the Commitments disclose any title exceptions in addition to the Permitted Exceptions and Buyer objects to such additional title exceptions (the "Title Defects"), Buyer shall notify Seller of such Title Defects with sufficient specificity to enable Seller to respond. Buyer's notice of any Title Defects shall be given in writing to Seller no later than the date which is five (5) business prior to the Due Diligence Termination Date, together with the Commitments and copies of all matters of record raised therein as exceptions thereto, after which Buyer shall be deemed to have waived any and all Title Defects not so raised, except for Title Defects which are disclosed to Buyer in continuations of title issued subsequent to the issuance of the Commitments, unless Buyer fails to object to same in writing within three (3) business days after Buyer's receipt of the continuation of title in which the same is disclosed, in which case Buyer will be deemed to have waived such additional Title Defects. Seller shall have the right, but not the obligation (except as otherwise specifically provided), to cure such Title Defects and, if Seller elects to attempt to cure the Title Defects but has not cured same on or before the Closing Date, then the Closing Date may be extended by Seller at its sole option for up to thirty (30) days to enable Seller to effect such cure.

(ii) In the event that either (a) Seller is unable to convey title in accordance with the terms of this Agreement, (b) Seller elects not to cure or cause the removal of any exception to title, except as required in
(iii), below, or (c) if Seller is unable to satisfy any other conditions to Buyer's obligations under this Agreement, then (except as otherwise specifically provided in (iii), below) the sole liability of Seller shall be to (A) direct the Escrow Agent to return to Buyer the Deposit and (B) reimburse Buyer for the reasonable charges imposed by the Title Company for preparation of the Commitments (without the issuance of a policy) and for the reasonable fees paid by Buyer to update the existing surveys (collectively "Buyer's Reasonable Costs"), and upon such payments being made, this Agreement shall be deemed canceled and the parties hereto shall be released of all obligations and liabilities hereunder, except as to any provisions which expressly survive a termination of this Agreement; and Buyer shall have no rights of action against Seller in law or in equity, for damages or, except for the purpose of enforcing Seller's contractual obligations under (iii), below, for specific performance. Notwithstanding the foregoing, Buyer shall have the right to waive any conditions to Buyer's obligations hereunder, in which event Seller shall make the deliveries provided for herein to Buyer to the extent that Seller is able so to do, and there shall be no reduction in the Purchase Price in such event.

(iii) Notwithstanding the provisions of the foregoing paragraph, if the condition of title to the Real Property at the Closing is other than that which Buyer is required or agrees to accept hereunder solely by reason of any mortgages or other monetary liens

(hereinafter referred to as "Liens") which can be satisfied or remedied by the payment of a liquidated amount of money to the extent of the Purchase Price, Seller shall not have the right to cancel this Agreement and Seller shall either (aa) discharge, satisfy, or bond the same or (bb) deliver such funds to be held in escrow required by the Title Company, in either event so that the Title Company shall affirmatively insure the full and complete discharge of the foregoing and shall agree to omit the same as an exception to its title insurance policy.

(iv) Notwithstanding anything to the contrary contained in this Agreement, Seller shall have no duty nor be required to take any action, to institute any proceedings or to incur any expense (other than as may be expressly required in paragraph (iii), above) in order to remedy or remove any objections to title or otherwise to render title in accordance with the terms called for in this Agreement.

(c) Buyer expressly understands, acknowledges and agrees that any failure by Buyer to notify Seller in writing of any Title Defects on or before the expiration of the Due Diligence, shall for all purposes be deemed to be an acceptance by Buyer of such Title Defects as if they were one or more of the Permitted Exceptions.

(d) At Closing, Seller will convey fee simple title to the Real Property by a Bargain and Sale Deed with covenant against grantor's acts (collectively, the "Deeds"), subject in all cases to the Permitted Exceptions, in the forms attached hereto and made a part hereof as Exhibit "G".

(e) At Closing, Seller will transfer all of its right, title and interest in and to the Personal Property to Buyer by executing a Bill of Sale ("Bill of Sale") in the form attached hereto and made a part hereof as Exhibit "H".

(f) At Closing, Seller will assign all of Seller's right, title, and interest, and Buyer shall assume all of the obligations from and after the Closing Date, in, to and under the Leases, Licenses and the Contracts for the Property, by executing an Assignment and Assumption Agreement in the form attached hereto and made a part hereof as Exhibit "I" (the "Assignments").

(g) At least 3 days before Closing, Seller shall present Buyer with Seller's proposed subdivision plan for the Property, dividing it into three
(3) parcels, one of which includes the Bank site, one of which includes a site designed for conveyance to a restaurant use (the "Restaurant Site"), and one designated as a lot for future development (the "Development Lot"). Seller covenants and agrees to diligently prosecute the subdivision of the Property, as approved by Buyer, at Seller's sole cost and expense (the "Proposed Subdivision Plan"), so that final, unappealable approval is obtained on or before December 15, 1998.

Upon obtaining final unappealable subdivision approval, Seller shall deliver a copy of said resolution to Buyer. Thereafter, Seller shall diligently commence and complete construction of the approved Restaurant Site. Upon ten (10) days written notice to

Buyer after obtaining a final Certificate of Occupancy for the Restaurant, Buyer shall convey the Restaurant Site to Seller or its nominee for $10.00 and other good and valuable consideration (including the hook-up of the Restaurant Site to dedicated sanitary sewer). The deed to the Restaurant Site shall contain a right of first refusal for the re-sale of the Restaurant Site to Buyer pursuant to the terms and conditions fo a bona-fide, third party written offer.

6. Closing Documents.

(a) At the Closing, as a condition of Buyer's obligation to close hereunder, Seller shall deliver or cause to be delivered the following:

(i) The Deed, executed by Seller, covering the Real Property (and separate quitclaim deeds to the Real Property utilizing new ALTA survey descriptions, if requested);

(ii) The Bills of Sale executed by Seller covering the Personal Property;

(iii) The Assignments, executed by Seller;

(iv) As many signed originals (or true and correct copies of same) of the Contracts, Leases, Licenses, and other items covered by the Assignments as are in the possession or control of Seller;

(v) All machinery and/or equipment operating manuals, technical data and other documentation relating to the building systems and equipment, and all machinery, equipment and other building warranties and guarantees, if any, but only to the extent that any of the same are in the possession or control of Seller;

(vi) All master and duplicate keys, combinations and codes to all locks and security devices for the Improvements which are in the possession or control of Seller;

(vii) Written notice from Seller or Seller's managing agent to each Tenant in form reasonably satisfactory to Buyer stating that the Real Property have been sold to Buyer and that tenant security deposits (if any) in Seller's possession have been transferred to Buyer and directing the Tenants to make future rental payments to Buyer at the address designated by Buyer;

(viii) Non-foreign person certification in the form attached hereto as Exhibit "J";

(ix) All building records and Tenant lease files with respect to the Real Property which are in the possession of Seller;

(x) Each bill of current real estate taxes, sewer charges and assessments, water charges and other utilities and to the extent in Seller's possession or control, bills for each of the same for the three (3) years, together with proof of payment thereof (to the extent same have been paid);

(xi) All plans, specifications, as-built drawings, surveys, site plans, and final, written reports of architects, engineers and surveyors, and any other Personal Property forming part of the Property or any portion thereof, but only to the extent that the same exist and are in the possession of Seller or any property manager controlled by Seller;

(xii) An affidavit or affidavits of title in favor of the Title Insurer on the form used by such Title Insurer, in form reasonably acceptable to Seller to enable the Title Insurer to issue the Commitments described in Paragraph 5(b)(I). Buyer shall require affirmative endorsements against mechanic's liens, consistent with Seller's obligations under Paragraph
5(b)(iii), above;

(xiii) A letter, from the New Jersey Department of Environmental Protection or its successor ("NJDEP") stating that the provisions of the Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq., the regulations promulgated thereunder and any successor legislation and regulations are inapplicable to the Real Property (the "Non-Applicability Letter");

(xiv) Subject to the provisions of Paragraph 11(d), below, Estoppel Letters, if any, received from Tenants;

(xv) Updated rent rolls, which shall be certified by Seller to be correct and complete as of Closing Date; and

(xvi) Proof as to the due authorization and execution by Seller of the documents executed and delivered by Seller.

(xvii) Such affidavits of title or other certifications as shall be required by the Title Company to insure Buyer's title to the Property as set forth in Section 3, and to provide affirmative endorsements (a) against mechanic's liens, (b) insuring against any violation of existing covenants, conditions or restrictions, and insuring that future violation will not result in forfeiture of title, (c) insuring that all foundations in place as of the date of such policy are within the lot lines and applicable set back lines, (d) insuring that the buildings and structures on the Property do not encroach onto adjoining land or onto any easements, (e) insuring that confirming that there are no encroachments of improvements from adjoining land onto the Property (f) removing any exceptions for matters which an accurate survey would

disclose, and (g) providing affirmative insurance with respect to such other matters as Buyer or its lender shall specify.

(xviii) A mutually agreed upon form of development agreement for the Bank site, such agreement to be recorded at Closing in the Clerk Office for Camden County.

(xix) A mutually agreed upon for of Covenants, Conditions and Restrictions to be filed against and which shall bind the Bank Site, the Development Site and the Restaurant Site.

(b) At the Closing, as a condition of Seller's obligation to close hereunder, Buyer shall deliver or cause to be delivered the following:

(i) The balance of the Purchase Price; and

(ii) The Assignments, executed by Buyer.

7. Prorations And Closing Costs. All matters involving prorations or adjustments to be made in connection with the Closing and not specifically provided for in any other provision of this Agreement shall be adjusted as provided below. Except as otherwise set forth herein, all items to be prorated pursuant to this Paragraph shall be prorated as of the Closing Date, with Buyer to be treated as the owner of the Property, for purposes of prorations of income and expenses, on and after the Closing Date.

(a) Real estate taxes and all other ad valorem taxes, if any, with respect to the Real Property for the applicable fiscal or calendar year in which the Closing occurs shall be prorated on a per diem basis. If the amount of such taxes is not known on the Closing Date, taxes will be prorated on the basis of the most recently ascertainable tax bill. There shall be no proration of Seller's insurance premiums or assignment of Seller's insurance policies and Seller shall be entitled to cancel all of its existing policies as of the Closing Date. Buyer shall be obligated (at its own election) to obtain any replacement policies. The amounts of all telephone, electric, sewer, water and other utility bills, trash removal bills, janitorial and maintenance service bills relating to the Property and allocable to the period prior to the Closing Date shall be determined and paid by Seller before Closing, if possible, or shall be paid promptly thereafter by Seller or adjusted between Buyer and Seller immediately after the same have been determined. Buyer and Seller shall to the extent necessary enter into an agreement to such effect at Closing. Seller shall attempt to have all utility meters read as of the Closing Date. Seller shall further attempt to obtain from the provider of same, all other service statements and bills of account adjusted as of the Closing Date. Seller shall be entitled to refunds of all deposits, if any, paid by Seller or Seller's predecessor-in-interest prior to Closing and held by entities providing such service, or, at Seller's option, Seller shall transfer all of Seller's right, title and interest in and to such deposits to Buyer at Closing and shall receive a full credit for the amount of such deposits.

All Contracts and other obligations in connection with the Property, to the extent the same are intended to be assumed hereunder, shall be prorated as of the Closing Date.

(b) Special assessments which have been filed as a lien against any of the Real Property on or before the Closing Date and are not payable in installments shall be paid by Seller. Special assessments which have been filed as a lien against any of the Real Property but which are payable in installments shall be adjusted based upon the installment payment for the fiscal or calendar year in which Closing takes place and the remaining unpaid assessments shall be assumed by Buyer. Special assessments which are or may be pending, but which have not become a lien on the Real Property as of the Closing Date, and special assessments which are filed as a lien after the Closing Date, shall be assumed and paid by Buyer.

(c) Seller shall pay the cost of State and County transfer taxes or stamps imposed in connection with the recordation of the Deeds for the Real Property. Buyer shall pay the expense of the title searches, title premiums and any other title insurance costs on the owner's title insurance policies and the cost of obtaining any surveys, if desired by Buyer. Buyer agrees to pay the expense of the legal fees of its own counsel. The cost of all of Buyer's Due Diligence Activities (as defined below) shall be borne solely by Buyer.

(d) Any base, minimum or similar rents under the Leases collected by Seller for a rental period or portion thereof from or after the Closing Date shall be credited to Buyer at Closing on a per diem basis. In addition, any security deposits held by Seller for any Lease, together with the interest due thereon, if any and if required under the terms of the Lease or as required by applicable law, shall either be credited or transferred to Buyer at Closing at Seller's option. If any tenant is in arrears in the payment of rent or additional rent on the Closing Date, rents received from such tenant ninety
(90) days after the Closing Date shall be applied in the following order of priority: (a) to the Buyer, so long as such tenant is in arrears for current or prior rent arising after Closing, then (b) to Seller for all rent in arrears prior to the Closing Date; and then (c) to Buyer with no further claim by Seller thereto. Except as herein provided, Buyer is not under any obligation to collect rents in arrears for the benefit of Seller. Any rents which are delinquent or otherwise not paid at the time of Closing, and collected by Buyer or Seller within ninety (90) days after Closing shall be apportioned as aforesaid and the portion to which Seller is entitled shall be promptly remitted by Buyer to Seller. Seller shall have no claim to rents collected ninety (90) days after the Closing Date. Seller retains the right to pursue its remedies against Tenants after Closing for any delinquent rents or other amounts owed to Seller (other than proceedings to evict Tenant or terminate its lease). Buyer shall not enter into any agreement pursuant to which any sums owed to Seller in respect of any Lease for periods prior to the Closing are reduced, modified or waived. Buyer's obligations to collect rent arrearages shall be limited to commercially reasonable efforts, and Buyer shall under no circumstance be required to commence litigation against any Tenant to collect the same.

(e) All leasing commissions due or to become due prior to the Closing Date for any Leases entered into before the date hereof and all amendments, renewals and

modifications thereof entered into before the date hereof, shall be paid by Seller without contribution by, or reimbursement from, Buyer. At Closing, Buyer shall pay or reimburse Seller for any leasing commissions due or to become due prior to Closing for any Leases and for any amendments, modifications or renewals of any Leases entered into after the date hereof which are entered into in accordance with the provisions of Paragraph 15(e) hereof. Buyer shall expressly assume and be solely obligated to pay all leasing commissions payable under all Leases entered into prior to the date hereof (including all amendments, renewals and modifications thereof) which are first due or payable on or after the Closing Date, regardless of the date on which such Leases (including all amendments, renewals and modifications thereof) were executed or any of the leasing commissions therefor earned, subject only to Buyer's right to approve any new Leases or amendments, discretionary renewals or modifications of any Leases which are not otherwise permitted pursuant to Paragraph 15(e), below. Seller shall be responsible for the costs of, and shall pay or perform prior to Closing any tenant improvements and allowances for work performed or required to be performed (or paid, as applicable) prior to the Closing Date by or on behalf of Seller for all Leases (including all amendments, renewals and modifications thereof) entered into on or before the date of this Agreement for any of the Real Property. Buyer shall assume, pay or reimburse (as applicable) Seller on the Closing Date for the costs of any tenant improvements and allowances for work to first be performed after the Closing Date pursuant to Leases (including all amendments, renewals and modifications thereof) entered into prior to the date of this Agreement; and all costs of tenant improvements and allowances incurred by or on behalf of Seller in connection with any Leases (including all amendments, renewals and modifications thereof) entered into after the date of this Agreement for any of the Real Property, provided the same were approved by Buyer or are otherwise permitted as set forth in Paragraph 15(e) hereof and provided that such costs are set forth on Exhibit "C" hereto. The obligations of Buyer and Seller hereunder shall survive the Closing.

(f) Amounts paid or payable as fees or expenses under any of the Licenses assigned at Closing, shall be prorated as of the Closing Date but all amounts refundable under unassigned and unassignable Licenses shall belong to Seller.

(g) Seller shall be solely responsible for the payment of any "roll back taxes" assessed or imposed upon any of the Real Property under the "Farmland Assessment Act of 1964," Chapter 58, Laws of 1964, N.J.S.A. 54:4 23-1 et seq., as amended or otherwise, which relate to any period prior to the Closing Date, and Seller agrees to indemnify, defend and save Buyer harmless (including attorneys' fees) from and against any claim for such taxes. This Paragraph shall survive Closing.

(h) Miscellaneous income including, without limitation, telephone and vending machine income, if any, shall be prorated as of the Closing Date.

(i) The provisions of this Paragraph 7 shall survive Closing hereunder.

8. Possession Of Property.

(a) Seller shall deliver possession to the Real Property to Buyer on the Closing Date, subject only to the Permitted Exceptions.

(b) Buyer shall assume, by execution of the Assignments, all of Seller's obligations in, to and under the Contracts, the Licenses and Leases. Notwithstanding the foregoing, Buyer shall not assume management, leasing or brokerage agreements provided, however, that Buyer shall remain liable for leasing commissions as set forth in Paragraph 7(e), above.

(c) All of the provisions of this Paragraph 8 shall survive Closing.

9. Representations Of Seller And Buyer.

(a) Seller hereby represents and warrants, as follows, all of which shall be true and correct at and as of the date hereof:

(1) Seller is a general partnership duly organized and validly existing under the laws of the State of New Jersey, and is in good standing in such state.

(2) Seller has all necessary power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, without the consent or authorization of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have been or will be given, prior to the Closing. This Agreement constitutes, and the other documents and instruments to be delivered by Seller pursuant hereto when delivered will constitute, the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.

(3) Except as set forth in Exhibit "K" attached hereto and made a part hereof, there is no litigation, proceeding or action pending or, to the best of Seller's knowledge, threatened against or relating to Seller or its Property which might materially and adversely affect Seller or its Property or which questions the validity of this Agreement or any action taken or to be taken by Seller pursuant hereto. Seller shall remain responsible to defend, and shall indemnify and hold Buyer harmless from and against all liability, cost and expense relating to the litigation identified in on Exhibit "K", which obligation shall survive the Closing.

(4) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will constitute a violation or be in conflict with or constitute a default under any term or provision of the Seller's limited liability

agreement or any other material agreement, instrument or lease to which Seller is a party, subject to any required consents or authorizations of, or notices to, third parties from whom such consents or authorizations will be obtained or to whom notices will be given prior to Closing.

(5) True, correct and complete copies of all of the following, together with any modifications or amendments thereof, but only if and to the extent the same are in Seller's possession or control, have been or will be delivered, or made available, to Buyer within five (5) days following the execution of this Agreement: (i) Leases and rent rolls; (ii) Contracts;
(iii) leases of equipment, vehicles and other tangible personal property used by Seller in connection with the ownership and operation of the Property (the "Personal Property Leases"); (iv) Licenses; (v) surveys; (vi) title reports;
(vii) engineering reports; and (viii) environmental reports.

(6) To the best of Seller's knowledge, (i) all of the Leases, Contracts and Personal Property Leases and Licenses, are in full force and effect, (ii) there has been no action or failure to act by Seller or any other party to any Lease, Contract or Personal Property Lease which, with the giving of notice or the passage of time or both, would constitute a default in any material respect or otherwise entitle either party to damages or a right to terminate; and (iii) Seller has not received from any other party written notice with respect to the condition of the Property or the use or repair of the same or of any alleged default by Seller under any such Lease, or Personal Property Lease or License. Except as set forth on Exhibit "L", each of the Contracts is terminable at will without penalty or cancellation fee upon no more than thirty
(30) days prior written notice but, except as hereinafter expressly provided, unless otherwise directed by Buyer, the Contracts shall not be terminated by Seller as of Closing. Anything in this Agreement to the contrary notwithstanding, any and all existing management agreements and brokerage or leasing agreements shall be terminated as of Closing. Buyer shall assume all Contracts not terminated at Closing pursuant to the Assignment.

(7) Seller shall indemnify and hold Buyer harmless of, from and against any and all claims and liabilities arising out of the employment of any individuals by Seller and its affiliates, whether as employees or independent contractors. As of the Closing, there are and shall be no liens against the Real Property arising under the Employee Retirement Income Security Act of 1974, as amended, nor any other compensation or employment related lien or liability that could become the responsibility of Buyer after the Closing. Buyer shall be under no obligation to assume any of Seller's employees, it being Seller's sole responsibility and obligation to provide severance arrangements, if any, for all such employees. This Paragraph shall survive Closing.

(8) To Seller's actual knowledge, there are no public improvements in the nature of off-site improvements or otherwise, which have been ordered to be made and/or which have not heretofore been assessed and, to Seller's actual knowledge, there are no special or general assessments currently affecting or pending against the Real Property or any portion thereof.

(9) Except as set forth on Exhibit "M", Seller has not been served with written notice that it has been named as a party in any litigation, administrative proceeding or investigation naming Seller as a responsible party or potentially responsible party for any liability for clean-up costs, natural resource damages or other damages or liability for prior disposal or release of Hazardous Substances, Hazardous Wastes or other environmental pollutants or contaminants. For purposes of this Agreement, "Hazardous Substances" means those elements and compounds which are designated as such in Section 101(14) of the Comprehensive Response, Compensation and Liability Act (CERCLA), 42 U.S.C. Section 9601 (14), as amended, all petroleum products and by-products, and any other hazardous substances as that term may be further defined in any and all applicable federal, state and local laws (including, in New Jersey, the New Jersey Industrial Site Recovery Act (ISRA); and "Hazardous Wastes" means any hazardous waste, residential or household waste, solid waste, or other waste as defined in applicable federal, state and local laws. Seller has not received any summons, citation, directive, letter or other written communication, from any governmental or quasi-governmental authority concerning any intentional or unintentional action or omission on Seller's part which either (a) resulted in the releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping of Hazardous Substances or Hazardous Wastes, or (b) related in any way to the generation, storage, transport, treatment or disposal of Hazardous Substances or Hazardous Wastes.

(10) True and correct copies of the income and expense statements for the Property, and a current rent roll certified by Seller, will be delivered to Buyer upon execution of this Agreement.

(11) Seller has received no written notice of any violation of any of the licenses, permits, consents, authorizations, approvals, and certificates of any regulatory, administrative or other governmental agency or body, if any, issued to or held by the Seller and related to the ownership or operation of the Property (collectively, the "Permits"), and there is no pending or, to the actual knowledge or Seller, threatened proceeding which could result in the revocation or cancellation of, or inability of Seller to renew, any Permit.

(12) To the best of Seller's knowledge, except as set forth in Exhibit "N" attached hereto and made a part hereof, all management fees, leasing commissions and tenant improvement allowances are fully paid, there are no brokerage commissions owing by Seller with respect to any of the Leases or otherwise related to the Property which have not been paid, and there are no ongoing commission or leasing fee obligations.

(13) Seller has received no written notice from any insurance company which has issued a policy with respect to the Property or by any board of fire underwriters (or other body exercising similar functions) claiming any defects or deficiencies or requesting the performance of any repairs, alterations or other work, and Seller will promptly notify Buyer of any such notice or requirement if such notice is received prior to the Closing.

(14) Seller is not a "foreign person" and will deliver to Buyer, at the Closing, a statement certifying that it is not a "foreign person" within the meaning of the Internal Revenue Code of 1986, as amended.

(15) Seller has not received written notice from any governmental agency or authority of outstanding material violations issued by governmental authorities having jurisdiction over the Real Property.

(16) Except as may be set forth in a Lease as specifically noted on Exhibit "C", there are no options, rights of first refusal or conditional sales agreements regarding the purchase and sale of the Real Property.

(17) There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Property other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "C". No tenant has advised Seller that Seller is in default under any of the Leases, or asserted any claim or basis for any claim for free or reduced rent or right of setoff against the landlord or the rent under the Leases, and Seller and its agent have no actual knowledge of any default or any event which has taken place which, with the passage of time, or the delivery of notice, or both, could become an event of default. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Property which shall be satisfied at or before Closing. No holder of any such collateral assignment has asserted or exercised any of its right to collect such rents. Each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "C" are the actual rents, income and charges being collected by Seller under the Leases. All obligations of Seller which it is required to complete pursuant to any Lease (or any unsigned lease proposal or lease amendment) has been completed as of this date or shall be completed as of Closing, and all costs therefore have been or shall be paid by Seller, and all of Seller's work has or shall have been accepted by the Tenant without exception on or before Closing, other than routine punch list items, which items shall remain the responsibility of Seller following Closing, and which obligation shall expressly survive Closing. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. No tenant of the Property under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "C", no security deposits by tenants have heretofore been returned or applied to charges against the tenants.

(18) To the best of Seller's knowledge, the Property and the continued operation and use thereof comply with all applicable requirements of federal, state and local law, and all applicable requirements of governmental bodies or agencies having jurisdiction thereof, no portion of the Property lies within a flood hazard area, flood plain or

wetland; and there are no outstanding notices of any violations issued by governmental authority having jurisdiction over the Property.

(19) To the best of Seller's knowledge, no Hazardous Substances (defined below) and no Hazardous Wastes (defined below) are present on the Property including, without limitation, asbestos, flammable substances, explosives, radioactive materials, hazardous wastes, toxic substances, pollutants, pollution, contaminant, polychlorinated bypheryls ("PCBs"), urea formaldehyde foam insulation, radon, corrosive, irritant, biologically infectious materials, petroleum product, garbage, refuse, sludge, hazardous or waste materials, and there has been no use of the Property that may, under any federal, state or local environmental statute, ordinance or regulation, require, at any time, any closure or cessation of the use or occupancy of the Property and/or impose, at any time, upon the owner of the Property any clean-up or other monetary obligation. Seller hereby indemnifies and holds Buyer harmless of, from and against any and all liability, loss or damage suffered or incurred as a result of a claim, demand, cost or judgment in favor of a third party, including, without limitation, any governmental authority, arising from the deposit, storage, disposal, burial, dumping, injecting, spilling, leaking, or other placement or release in or on the Property of Hazardous Substances or Wastes during Seller's period of ownership. To the best of Seller's knowledge, neither the Property nor any portion thereof, have been identified on the federal CERLIS, the National Priorities List (40 C.F.R. Part 300, App. B) or any state or local list of potential hazardous waste disposal sites or as an industrial establishment. Seller has conducted a complete and thorough inspection and test of the underground storage tanks located on the Property, if any, and Seller has confirmed that, to the best of its knowledge, the results thereof show compliance with all requirements of the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. Sections 6901 et seq. and all other applicable federal, state and local laws, and Seller has taken all other necessary and appropriate action to comply fully therewith.

(20) To the best of Seller's knowledge, except for sanitary sewer which shall be hooked up to the publically dedicated system for the Bank Site by Seller at no additional cost to Buyer on or before December 31, 1998, all adequate utilities, useable public sanitary and storm sewers, public water facilities, electric facilities and, if any, gas facilities (collectively, the "Utilities"), are installed in, and are duly connected to, the Real Property, and can be used without charge except the normal and usual metered utility charges and water and sewer charges. All Utilities required for the operation of the Property either enter the Property through adjoining public streets or, if they pass through adjoining public land, do so in accordance with valid public easements or private easements which will inure to the benefit of Buyer at no cost to the owner of the Property. All of said Utilities are installed and operating and all installation, connection and "tap-in" charges have been paid for in full. If Buyer develops the Development Site or the Parking Lot Site as an office building within twenty (20) years from the Closing, Buyer shall pay Seller a sanitary sewer tap-in fee of $15,000 per site as such sites are developed.

(21) No work has been performed or is in progress at, and no materials have been furnished to the Property which, though not presently the subject of, might give rise to construction, mechanic's, materialmen's, municipal or other liens against the Property or any portion thereof, except that for which full and complete releases have been obtained. If any lien for any such work is filed before or after Closing, Seller shall promptly discharge the same.

(22) To the best of Seller's knowledge, none of the artwork being a part of the Personal Property was prepared on a "work for hire" basis and none of the artwork was commissioned after 1991.

(23) To the best of Seller's knowledge, all applicable charges, fees and assessments (including condominium fees, to the extent applicable) and any and all other sums due under declarations, cross-easements and like agreements to which the Property or any portion thereof may be subject, have been paid, and no special assessments thereunder are pending, and all consents and approvals required to be obtained under any such declarations, cross-easements and like agreements have been obtained pursuant to the requirements of such documentation.

(24) To the best of Seller's knowledge, all debts, liabilities, and obligations of Seller arising out of the construction, ownership, and operation of the Property including, but not limited to, construction costs, salaries, taxes, accounts payable and the like, have been paid as they became due and payable and shall continue to be so paid from the date hereof until the Closing Date.

It is agreed and understood that Buyer intends to perform its own due diligence, investigation and analysis in connection with the transaction contemplated by this Agreement. If and to the extent that Buyer determines prior to the Due Diligence Termination Date that any or all of the representations and warranties made in this Agreement by Seller shall be untrue as a result of such due diligence, investigation or analysis, Buyer shall not be entitled to rely on such representation(s) and warranty(ies) contained in this Agreement and the same shall be deemed to have been deleted from this Agreement as to such matters. Accordingly, in the event that the Buyer has now or hereafter acquires prior to the Due Diligence Termination Date actual knowledge that one or more of the representations and warranties of Seller are not true, no such fact or circumstance known to Buyer shall be made the basis of a claim by the Buyer of a breach of representation or warranty by Seller.

Notwithstanding anything to the contrary contained in this Agreement, in the event any representation, agreement or undertaking made by Seller in this Agreement shall prove to be false and the cost or expense incurred or likely to be incurred by Buyer as a result thereof shall not exceed $50,000 in the aggregate, such misrepresentation, agreement or undertaking shall be deemed "immaterial" and shall not give rise to any right of Buyer to terminate or refuse to close title under this Agreement or give rise to any right of action for money damages or

specific performance and Buyer hereby waives all its rights, claims and remedies relating thereto. Buyer's sole remedy in the event any representation, agreement or undertaking of Seller which is discovered by Buyer at or prior to the Closing herein shall prove to be false and the cost or expense incurred or likely to be incurred by Buyer as a result thereof exceeds $50,000 shall be to terminate this Agreement by written notice given at or prior to Closing, which notice shall specify in detail the nature of the misrepresentation and identify in detail the costs incurred or likely to be incurred by Buyer, and thereupon Buyer shall receive a refund of the Deposit, and Seller shall reimburse Buyer for Buyer's Reasonable Costs and Due Diligence Costs. To the extent Buyer has actual knowledge that any representation, agreement or undertaking is false at or prior to the Closing, and does not or is not permitted to terminate this Agreement, Buyer hereby waives all of its rights, claims and remedies relating thereto.

As to any representation or warranty made in this Agreement which is qualified as being to the best knowledge of Buyer or Seller, it is agreed and understood that such party shall be under no obligation to conduct any independent investigation or inquiry regarding the matters covered by such representation and warranty. Buyer or Seller will be deemed to have knowledge of a particular matter only if the facts and circumstances thereof are actually known to such party making such representation or warranty.

(b) Buyer hereby represents and warrants as follows, all of which shall be true and correct at, and as of, the date hereof:

(1) Buyer is a real estate investment trust duly formed and validly existing under the laws of the State of Maryland, and is in good standing with the State Department of Assessments and Taxation of Maryland.

(2) Subject to Paragraph 9(b)5, below, Buyer has all necessary power and authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby, without the consent or authorization of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have been or will be given, prior to the Closing. This Agreement constitutes, and the other documents and instruments to be delivered by Buyer pursuant hereto when delivered will constitute, the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms.

(3) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (a) violate any provision of any organizational document of Buyer, or (b) constitute a violation of or be in conflict with or constitute a default under any term or provision of any material agreement, instrument or lease to which Buyer is a party.

(4) There is no litigation, proceeding or action pending, or, to the best of Buyer's knowledge, threatened against or relating to Buyer which might

materially and adversely affect the ability of Buyer to consummate the transactions contemplated hereby or which questions the validity of this Agreement or any action taken or to be taken by Buyer pursuant hereto.

(5) The execution and delivery of this Agreement shall have been approved by the trustees of Buyer on or prior to the Due Diligence Termination Date and no further action shall thereupon be required on the part of Buyer to consummate the transaction contemplated hereby. The signatories for Buyer are authorized and empowered to bind Buyer to this Agreement and all transactions contemplated herein.

(6) Except as otherwise set forth in Paragraph 9(b)5, above, no consent, approval or authorization of, or declaration, filing or registration with, any governmental agency is required in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereunder by the Buyer or the Partnership.

(7) Buyer has sufficient funds available to consummate the transaction contemplated by this Agreement, without the necessity of third-party financing other than other than Buyer's existing revolving credit facility administered by Nationsbank, N.A. Buyer acknowledges that its obligations hereunder are not conditioned upon any third party financing or capital infusion by another party.

(8) The information contained in Buyer's Form 10-K for the year ended December 31, 1996, was prepared in all material respects in accordance with and complied in all material respects with the requirements of the rules of the Securities and Exchange Commission, and did not at the time that it was filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

All of the representations and warranties set forth in this Section 9 shall be deemed renewed by Seller and Buyer on the Closing Date and shall, as a condition to each party's obligation to close hereunder, be recertified by each party as being true and correct in all material respects as of the Closing Date as if made at such time (it being understood that specific, numbered representations and warranties that speak of a specified date shall only continue to speak as of the date so specified), and all such representations shall survive for a period of one year from the Closing.

10. Access To The Property.

(a) Buyer and/or its agents and representatives, during normal business hours and after reasonable advance notice to Seller, may enter upon any of the Real Property from time to time prior to the Closing Date, accompanied by an agent of Seller, for purposes of conducting such inspections, investigations and/or studies as Buyer deems necessary, including, without limitation, financial reviews, physical inspections, lease reviews and environmental reviews and testing, which activities may include test borings and soil samplings ("Buyer's Due Diligence Activities"). Buyer's access to the Real Property shall be subject to the rights of the Tenants of any of the Real Property, who shall not be unreasonably disturbed during any such inspection by Buyer. Buyer shall not engage in any activity in or about the Real Property which directly or indirectly violates the terms of any governmental or quasi-governmental statute, rule, regulation, order or practice. Buyer shall not make any physical changes to any of the Real Property, except for test borings and soil samplings which shall be performed only by licensed engineers reasonably acceptable to Seller and only after three (3) business days' prior notice to Seller. Buyer may contact any governmental or quasi-governmental authorities concerning the Property without the prior written approval of Seller. Seller shall have the opportunity to observe any and all action taken by Buyer or its representatives, consultants, agents, etc. pursuant to this paragraph 10. All information set forth in any document which Seller has granted to Buyer the express right to review, if any, shall be held in strict confidence until Closing and thereafter in the event Closing does not occur. If Buyer violates its obligations under this Paragraph 10(a) or in the event of any physical damage to any of the Real Property or any Personal Property resulting, directly or indirectly, from the exercise by Buyer of its rights under this Paragraph 10(a), Buyer hereby agrees to restore the Real Property and Personal Property to their respective conditions prior to incurring such damage. Buyer hereby agrees to indemnify, defend and hold harmless Seller from and against all physical damage to any of the Real Property and Personal Property, personal injury and/or any other claims or liability which may occur as a result of Buyer's (or Buyer's agents, employees, invitees or licensees) entry or activities upon any of the Real Property. The provisions of this Paragraph 10(a) shall survive Closing or other termination of this Agreement.

(b) Buyer, or any of Buyer's consultants performing physical tests on the Real Property shall maintain public liability insurance policies (naming Seller as an additional named insured with respect to any liability occurring on the Real Property), with combined single limit coverage of at least $1,000,000, insuring against claims arising as a result of the inspections of Buyer, its agents, employees or such contractors at any of the Real Property. A certificate of insurance evidencing the foregoing coverage shall be delivered to Seller prior to Buyer's or any of Buyer's consultants' entry on to any of the Real Property.

(c) In the event Closing does not occur or this Agreement is terminated, Buyer shall promptly return to Seller any documents obtained from Seller or Seller's agents and deliver, to Seller without charge, copies of all written test results, studies, reports and similar materials obtained by or on behalf of Buyer relating to any of the Real Property.

11. Due Diligence Period; Additional Provisions.

(a) During the period commencing on the Effective Date and ending at 5:00 p.m. E.S.T. on the Due Diligence Termination Date, Buyer may, subject to the provisions set forth in Paragraph 10 above, review all plans and specifications, condition of title, agreements relating to and the availability of utilities, environmental conditions, the physical condition of the existing improvements, compliance by the Property with zoning, licensing and all other governmental requirements, Leases for any of the Real Property, operating statements pertaining to the Property and all other aspects and conditions of the Property which Buyer may decide to review (collectively, "Buyer's Due Diligence Activities"), all as Buyer shall deem appropriate). In connection with Buyer's Due Diligence Activities, Seller has delivered or will deliver to Buyer various documents, reports and materials (collectively, the "Seller Due Diligence Materials"). BUYER UNDERSTANDS AND HEREBY ACKNOWLEDGES AND AGREES THAT THE SELLER DUE DILIGENCE MATERIALS ARE BEING DELIVERED TO BUYER WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER BY SELLER OR BY THE PREPARER OF SUCH SELLER DUE DILIGENCE MATERIALS, WITH THE SOLE EXCEPTION OF ANY REPRESENTATION OR WARRANTY AS TO THE CORRECTNESS, ACCURACY OR COMPLETENESS THEREOF WHICH IS EXPRESSLY SET FORTH IN THIS AGREEMENT.

(b) If, as a result of Buyer's Due Diligence Activities or otherwise, Buyer shall conclude, for any reason or for no reason, that it does not wish to proceed with the transaction contemplated by this Agreement, it may terminate this Agreement by written notice delivered to and received by Seller on or before 5:00 P.M. E.S.T. on the Due Diligence Termination Date (as to which date time shall be of the essence), with a simultaneous copy thereof to the Escrow Agent. In the event of such timely termination of this Agreement by the Buyer, the Escrow Agent shall make the delivery of funds contemplated under Paragraph 1 of the Escrow Terms, and this Agreement shall thereupon be null and void and of no further force or effect, except as to those matters which expressly survive such termination.

(c) Seller shall obtain, prior to the Closing a Non-Applicability Letter from the NJDEP.

(d) Buyer agrees to prepare and forward to Seller, at Buyer's sole cost and expense, certificates (the "Estoppel Certificates") for execution by the Tenants which shall at Buyer's election, either (i) be in such form or contain such information as the Tenant from whom request is made is obligated under its Lease to execute and deliver for execution by the Tenants (the "Required Form"), or (ii) in the form annexed hereto as Exhibit "O". Seller agrees to deliver the Estoppel Certificates to the Tenants promptly after Buyer's written election as to the form to be used (which election shall be made not later than five (5) days after the date hereof), and to use all reasonable and diligent efforts to obtain executed copies of same from such Tenants prior to the Closing. It shall be a condition to Buyer's obligations hereunder that, at or prior to Closing, Estoppel Certificates shall have been obtained from at least 75% of the Tenants

at each Property, including those identified on Exhibit "P" annexed hereto and made a part hereof (the "Identified Tenants"), BUT ONLY IF THE INITIAL REQUEST MADE OF SUCH TENANT WAS FOR AN ESTOPPEL CERTIFICATE IN THE REQUIRED FORM, provided, however, if an estoppel in the Required Form is not obtained from an Identified Tenant, Seller may, in lieu thereof, deliver its certificate containing the information set forth on the Required Form, which certificate shall serve as Seller's representation as to the facts stated therein, which representation shall survive for a period of six (6) months following the Closing. In no event shall Buyer's obligations under this Agreement be conditioned, in whole or in part, upon the delivery of Estoppel Certificates from any Tenant in other than the Required Form.

12. Condemnation. Seller covenants and warrants that Seller has not received any written notice of any condemnation proceeding or other proceeding in the nature of eminent domain in connection with the Real Property, and has no actual knowledge of any threatened condemnation. As used herein, a "material taking" shall mean a taking of either an entire Real Property, more than twenty percent (20%) of a Building or more than 10% of the parking area of a Real Property. If, prior to the Closing, any such proceeding affecting a material portion of any of the Real Property is commenced, Seller agrees promptly to notify Buyer thereof. In the event of a material taking of one or more Real Property or commencement of proceedings in connection with such a taking, Buyer may, at its sole option exercised by delivery of written notice thereof within ten (10) days after receipt of such written notice thereof, (x) proceed to Closing as provided in this Paragraph 12 without an abatement of the Purchase Price and at Closing Seller shall assign to Buyer, without recourse, all condemnation proceeds paid or payable with respect thereto; or (y) terminate this Agreement with respect to the Property as to which a material taking has occurred, whereupon this Agreement shall terminate with respect to such Real Property and this Agreement shall continue in full force and effect with respect to all of the remaining Real Property, and at Closing, Buyer shall pay to Seller the aggregate of the Allocated Prices for the remaining Real Property. Provided Buyer shall have waived its right to terminate this Agreement with respect to the Real Property so taken, as provided above, Seller shall not, from and after the Due Diligence Termination Date, settle or adjust any claims relating to a condemnation without Buyer's prior approval, which shall not be unreasonably withheld or delayed.

13. Damage By Fire Or Other Casualty.

(a) Seller shall promptly notify Buyer of damage to the Improvements occurring by reason of casualty during the period between the Effective Date and the Closing Date. Seller shall timely notify any insurance companies with respect to any damage and shall promptly submit claims for such damage. Provided Buyer shall have waived its right to terminate this Agreement with respect to the Real Property so damaged, as provided below, Seller shall not, from and after the Due Diligence Termination Date, settle or adjust any claims relating to a casualty without Buyer's prior approval, which shall not be unreasonably withheld or delayed.

(b) If (i) any portion of the Improvements is damaged by fire or casualty after the Execution Date and the Improvements so damaged are not repaired or restored on or before Closing to substantially the condition existing prior to the damage, and (ii) at the time of Closing, the estimated cost of repairs by reason of such fire or casualty to the Improvements, as determined by an independent adjuster is, with respect to any of the Real Property so damaged, an amount equal to or less than ten percent (10%) of the Purchase Price for such Real Property, there shall be no abatement or adjustment in the Purchase Price and, provided the loss or damage is a covered loss under Seller's insurance policy, Buyer shall be required to purchase all of the Real Property in accordance with the terms of this Agreement and, at Closing, Seller shall assign to Buyer, without recourse, all insurance claims and proceeds with respect thereto (less sums theretofore expended, if any, by Seller for emergency repairs or barricades) and Seller shall credit Buyer at Closing with the amount of any applicable deductible. Seller shall have no liability or obligation with respect to the condition of any of the Real Property as a result of any such fire or casualty. If the repair to, or the restoration of, the Improvements so damaged has not been completed as aforesaid and, at the time of Closing, the estimated cost of such repair or restoration, as determined by such independent adjuster, for any of the Real Property is an amount which is greater than ten percent (10%) of the Purchase Price for the applicable Real Property, Buyer may, at its sole option, (x) proceed to Closing as provided in this Paragraph 13(b) without an abatement of the Purchase Price and at Closing Seller shall assign to Buyer, without recourse, all insurance claims and proceeds with respect thereto (less sums theretofore expended, if any, by Seller for emergency repairs or barricades) and Seller shall credit Buyer at Closing with the amount of any applicable deductible; or (y) terminate this Agreement with respect to the Property which have suffered damage to the Improvements by fire or other casualty in an amount which exceeds ten percent (10%) of the Purchase Price for such Real Property(s) whereupon this Agreement shall terminate with respect to such damaged Real Property(s) and this Agreement shall continue in full force and effect with respect to all of the remaining Real Property, and at Closing, Buyer shall pay to Seller the aggregate of the Purchase Prices for the remaining Real Property. Buyer shall assign all of its right, title and interest in and to any and all insurance policies and insurance proceeds relating to such of the Real Property for which this Agreement has been terminated.

14. Default.

(a) If Buyer shall default in its obligations to pay the Purchase Price and complete Closing in accordance with the terms of this Agreement, then, as Seller's sole and exclusive remedy therefor, Seller shall be entitled to retain the Deposit as liquidated and agreed upon damages for the losses and injuries which Seller shall have sustained and suffered as a result of Buyer's default, and thereupon this Agreement and Buyer's obligations hereunder shall be terminated except as expressly provided in this Agreement. It is agreed that the provisions of this Paragraph 14(a) for liquidated and agreed upon damages are a bona fide provision for such and are not a penalty, the parties understanding that by reason of the withdrawal of the Real Property from sale to the general public at a time when other parties would be interested in purchasing such Real Property, that Seller shall have sustained damages which will be

substantial, but will not be capable of determination with mathematical precision. Therefore, this provision for liquidated and agreed upon damages has been incorporated as part of this Agreement as a provision beneficial to both parties.

(b) If Seller shall default in its obligation to deliver any of the Deeds or other items described in Paragraph 5 hereof, upon Buyer's (i) tender of the full Purchase Price and (ii) compliance with all of the material terms and conditions of this Agreement, Buyer shall have the sole option of terminating this Agreement and receiving the return of the Deposit, together with payment by Seller of (A) Buyer's Reasonable Costs, and (B) Buyer's actual, documented out-of-pocket costs and expenses incurred in connection with its Due Diligence Activity, not to exceed Seventy-Five Thousand Dollars ($75,000 for the entire Paint Works Property) ("Due Diligence Costs") for the Property and the Other Properties or (Y) to seek specific performance of Seller's obligation to convey the Real Property in accordance with this Agreement. If Buyer elects to terminate this Agreement, upon payment of the sums described above, Seller shall be released and relieved of any further liability and this Agreement shall thereupon be null and void. Except as expressly set forth above, Buyer hereby waives any right which Buyer may have to any lis pendens or other lien or encumbrance against any of the Real Property, equitable relief, consequential or punitive damages, loss of profits, costs related to in-house or other overhead allocations, and damages. The remedies set forth herein shall be Buyer's sole remedies pursuant to this Agreement, or otherwise at law or in equity shall become null and void if Closing occurs (except as to obligations hereunder which by their terms expressly survive Closing), and shall not apply to a defect in title, the remedies for which are set forth in Paragraph 5(b) hereof, or to any inability on the part of Seller to perform its obligations under this Agreement.

15. Operations Prior To Closing.

(a) Seller agrees to operate the Property between the Execution Date and the Closing Date in the same general manner as Seller has operated the Property during the immediately preceding six (6) month period, paying all costs and expenses as they come due, and in any event prior to Closing, and maintaining all insurance coverage currently in force.

(b) Seller shall comply with all of the obligations of landlord under the Leases and all other agreements and contractual arrangements affecting the Real Property by which Seller is bound or to which the Real Property, or any of them, are subject, and which will be binding upon Buyer or a lien upon such Real Property, after the Closing.

(c) Seller shall notify Buyer promptly of Seller's receipt of any notice from any party alleging that Seller is in default of its obligations under any of the Leases or any Permit or agreement affecting the Real Property, or any portion or portions thereof.

(d) No contract for or on behalf of or affecting the Real Property shall be negotiated or entered into which cannot be terminated by Seller upon the Closing without the payment of a specific charge, cost, penalty or premium for such termination.

(e) Except with the prior written consent of Buyer, which Buyer agrees it shall not unreasonably withhold, condition or delay, Seller shall not enter into any new leases for any portion of the Real Property. Any new lease shall be on Buyer's customary form (which may vary to reflect customary negotiated revisions thereto), or such other form which is reasonably acceptable to Buyer. Further, except with the prior written consent of Buyer, which Buyer agrees it shall not unreasonably withhold, condition or delay, or as set forth above, Seller shall not amend, extend (except where required under the terms of the Lease in question), terminate (except by reason of a tenant's default), accept surrender of, or permit any assignments or subleases of, any of the Leases (except as may be required under such Lease), nor accept any rental more than one (1) month in advance (exclusive of any security deposit).

(f) Seller shall not make or permit to be made any capital improvements or additions to the Real Property, or any portion thereof, without the prior written consent of Buyer, except those made by Seller pursuant to the express requirements of this Agreement, those made by tenants pursuant to the right to do so under their Leases, or by Seller if required by applicable law or ordinance, or as required under any Lease.

(g) Seller shall timely bill all tenants for all rent billable under Leases, and use commercially reasonable efforts to collect any rent in arrears.

(h) Seller shall notify Buyer of any tax assessment disputes (pending or threatened) prior to Closing, and from and after the Due Diligence Expiration Date, Seller not agree to any changes in the real estate tax assessment, nor settle, withdraw or otherwise compromise any pending claims with respect to tax assessments relating to the current or any subsequent year, without Buyer's prior written consent, which shall not be unreasonably withheld, delayed or conditioned. If any proceedings shall result in any reduction of assessment and/or tax for the tax year in which the Closing occurs, it is agreed that the amount of tax savings or refund for such tax year, less the reasonable fees and disbursements in connection with such proceedings, shall be apportioned between the parties as of the date real estate taxes are apportioned under this Agreement. All refunds relating to any tax year prior to the Closing shall be the sole property of Seller, and all refunds relating to any year subsequent to the year in which Closing occurs shall be the sole property of Buyer. Each party agrees to promptly remit to the other any refund received by it which is the property of the other.

(i) Seller shall notify Buyer promptly of the occurrence of any of the following:

(i) Receipt of notice from any governmental or

quasi-governmental agency or authority or insurance underwriter relating to the condition, use or occupancy of the Real Property, or any portion thereof;

(ii) Receipt of any notice of default from any tenant or from the holder of any lien or security interest in or encumbering the Real Property, or any portion thereof;

(iii) Notice of any actual or threatened litigation against Seller or affecting or relating to the Real Property, or any portion thereof which may materially and adversely affect the Real Property or Seller's ability to consummate the transactions contemplated by this Agreement; and

(iv) Vacancy of any demised Property by a tenant, other than in accordance with a scheduled lease termination.

16. Property Conveyed "AS-IS, WHERE IS". IT IS UNDERSTOOD AND AGREED THAT, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, SELLER IS NOT MAKING AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE ECONOMICAL, FUNCTIONAL, ENVIRONMENTAL OR PHYSICAL CONDITION OF ALL OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE, ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITIONS, AVAILABILITY OF ACCESS, INGRESS OR EGRESS, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE ECONOMICAL, FUNCTIONAL, ENVIRONMENTAL OR PHYSICAL CONDITION OF THE PROPERTY INCLUDING, WITHOUT LIMITATION: (i) THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF ANY OF THE PROPERTY, (ii) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO ANY OF THE PROPERTY AND (iii) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF ANY OF THE PROPERTY. BUYER AGREES THAT WITH RESPECT TO THE PROPERTY, BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR ANY AGENT OF SELLER NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. BUYER REPRESENTS THAT IT IS A KNOWLEDGEABLE BUYER OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF BUYER'S CONSULTANTS, AND THE REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS AGREEMENT, SUBJECT, HOWEVER, TO THE LIMITATIONS CONTAINED HEREIN UPON SUCH REPRESENTATIONS AND WARRANTIES, AND THAT SELLER HAS OR SHALL HAVE AFFORDED BUYER WITH A FULL AND COMPLETE OPPORTUNITY TO MAKE ITS OWN INDEPENDENT INVESTIGATION OF THE PROPERTY AND ALL MATTERS PERTAINING THERETO

INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF AND, UPON CLOSING, SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER'S INSPECTIONS AND INVESTIGATIONS. BUYER ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS," WITH ALL FAULTS, AND THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS (EXCEPT AS HEREIN SPECIFICALLY PROVIDED), COLLATERAL TO OR AFFECTING ANY OF THE PROPERTY BY SELLER, ANY AGENT OF SELLER OR ANY THIRD PARTY. BUYER EXPRESSLY AGREES THAT THE TERMS AND CONDITIONS OF THIS PARAGRAPH 16 SHALL EXPRESSLY SURVIVE THE CLOSING AND NOT MERGE THEREIN AND SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO ANY OF THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO IN THIS AGREEMENT.

17. Conditions Precedent to Closing.

The obligations of Buyer hereunder are subject to the fulfillment of the following conditions prior to or on the Closing Date (any one of which may be waived in whole or in part by Buyer at or prior to the Closing) and in the event any of the conditions are not complied with, Buyer may terminate this Agreement by notifying the Seller and Escrow Agent and thereupon shall be returned the Deposit and thereafter this Agreement shall be null and void:

(a) Correctness of Warranties and Representations. The warranties and representations made by Seller in this Agreement shall be true and correct on the Closing Date as though such representations and warranties were made on the Closing Date (except for changes in the Leases permitted under the terms of this Agreement).

(b) Compliance with Terms and Conditions. Seller shall have performed and complied with all of the terms and conditions required by this Agreement to be performed and complied with by it prior to or on the Closing Date.

(c) Buyer's Satisfaction with Inspection. Buyer shall have notified Seller of Buyer's satisfaction with the inspection performed under
Section 11 of this Agreement, or shall fail to notify Seller on or before the Due Diligence Expiration Date, of Buyer's dissatisfaction with the results of such review.

18. Brokers.

(a) Seller and Buyer each represent to the other that neither Seller nor Buyer has dealt with any real estate broker, dealer or salesman in connection with the subject transaction.

(b) Seller and Buyer shall and hereby each agree to indemnify, defend, and hold harmless the other from and against any loss, damage, or claim resulting from a breach of the representations of Seller and Buyer set forth in Paragraph 18(a) hereof.

(c) The provisions of this Paragraph 18 shall survive Closing hereunder, or any other termination of this Agreement.

19. Notices. All notices, requests and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered (i) in person, or (ii) by certified mail, return receipt requested, or
(iii) by recognized overnight delivery service providing positive tracking of items (for example, Federal Express), or (iv) by confirmed telecopier, in each case addressed as follows (or at such other address of which Seller or Buyer shall have given notice as herein provided):

If to Buyer, addressed to:

Brandywine Operating Partnership, L.P.

Newtown Square Corporate Campus
16 Campus Boulevard
Suite 150
Newtown Square, PA 19073
Attn: Gerard H. Sweeney,
President and Chief Executive Officer

with a copy in each instance to:

Brad A. Molotsky, General Counsel
Brandywine Operating Partnership, L.P.
Newtown Square Corporate Campus
16 Campus Boulevard
Suite 150
Newtown Square, PA 19073

If to Seller, addressed to:

Paint Works Corporate Associates-H

20 E. Clementon Road, Suite 201 Gibbsboro, New Jersey 08026 Attention: R. Randle Scarborough

with a copy in each instance to:

Kelly Young, Esquire 20 East Clementon Road, Suite 202 Gibbsboro, New Jersey 08026

If to Escrow Agent, addressed to:

M. Gordon Daniels, Esquire Commonwealth Land Title Insurance Company 1700 Market Street Philadelphia, Pennsylvania 19103

or to such-other address or addresses and to the attention of such other person or persons as any of the parties may notify the other in accordance with the provisions of this Agreement. All such notices, requests and other communications shall be deemed to have been sufficiently given for all purposes hereof only if given pursuant to the foregoing requirements as to both manner and address, and only upon receipt (or refusal to accept delivery) by the party to whom such notice is sent. Notices by the parties may be given on their behalf by their respective attorneys.

20. Successors And Assigns. Except to a subsidiary or related party, Buyer may not assign this Agreement or any rights herein or any portion hereof without the prior written consent of Seller, which may be withheld for any reason or for no reason, except that no such consent shall be required to an assignment of this Agreement by Buyer to the Partnership. This Agreement shall apply to, inure to the benefit of and be binding upon and enforceable against the parties hereto and their respective permitted successors and assigns, to the same extent as if specified at length throughout this Agreement.

21. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one and the same Agreement.

22. Time Of The Essence. Time is of the essence of each and every provision in this Agreement. If any time period or date ends on a day or time which is a weekend, legal holiday or bank holiday, such period shall be extended to the same time on the next business day.

23. Judicial Interpretation. Should any provision of this Agreement require judicial interpretation, it is agreed that the court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agent prepared the same, it being agreed that the agents of all parties have participated in the preparation of this Agreement.

24. Captions And Recitals. The captions contained herein are not a part of this Agreement and are included solely for the convenience of the parties.

25. Entire Agreement. This Agreement and the Exhibits and Schedules attached hereto contains the entire agreement between the parties relating to the acquisition of the Property, all prior negotiations between the parties are merged by this Agreement and there are no promises, agreements, conditions, undertakings, warranties or representations, oral or written, express or implied, between them other than as herein set forth. No change or modification of this Agreement shall be valid unless the same is in writing and signed by the parties hereto. No waiver of any of the provisions of this Agreement, or any other agreement referred to herein, shall be valid unless in writing and signed by the party against whom it is sought to be enforced.

26. Governing Law; Venue.

(a) This Agreement and the rights and duties of the parties hereto and the validity, construction, enforcement and interpretation of this Agreement shall be governed by the laws of the State of New Jersey.

(b) With regard to any litigation arising out of or involving this Agreement, each party hereto: (i) irrevocably submits to the jurisdiction of the state and federal courts of the State of New Jersey and agrees and consents to service of process being made upon it in any legal proceeding arising out of or in connection herewith by service of process provided by the law of the State of New Jersey; (ii) irrevocably waives, to the fullest extent permitted by law, any objection which it now or hereafter may have to the laying of venue of any litigation arising out of or in connection with this Agreement brought in the State Courts of New Jersey or the United States District Court for the District of New Jersey; (iii) irrevocably waives any claims that any litigation brought in any such court has been brought in an inconvenient forum; and (iv) irrevocably agrees that any legal proceeding against any party hereto arising out of or in connection with this Agreement shall be brought in either the State Courts of New Jersey or the United States District Court for the District of New Jersey.

27. Confidentiality. Each of the parties to this Agreement covenants that it shall not communicate the terms or any aspect of this transaction prior to the Closing with any person or entity other than the other parties to this Agreement, except for Seller's agents, consultants, counsel and representatives of Buyer for Buyer's Due Diligence Activities and financing purposes, unless Buyer is advised by its counsel that applicable securities laws and regulations require. In addition, Buyer covenants that if it undertakes any investigation of the Property, it shall conduct such investigation of the Property as described herein and with the degree of confidentiality as Buyer would apply with respect to its own proprietary information. Notwithstanding the foregoing, at any time after expiration of the Due Diligence Period, Buyer may issue one or more press releases (which shall not disclose financial terms), if necessary or appropriate to comply with applicable securities laws and regulations.

28. Limitation Of Liability. No recourse shall be had for any obligation of Brandywine Realty Trust or Brandywine Operating Partnership, L.P. under this Agreement or under any document executed in connection herewith or pursuant hereto, or for any claim based thereon or otherwise in respect thereof, against any past, present or future trustee, shareholder, officer or employee of Brandywine Realty Trust or Brandywine Operating Partnership, L.P., whether by virtue of any statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being expressly waived and released by the Seller and all parties claiming by, through or under Seller.

Except for breaches of the obligations, representations and warranties set forth in Section 9 and 18 hereunder which shall be full recourse obligations to the general partners of Seller, no recourse shall be had for any obligation of Seller under this Agreement or under any document executed in connection herewith or pursuant hereto, or for any claim based thereon or otherwise in respect thereof, against any past, present or future officer, director or employee of Seller whether by virtue of any statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being expressly waived and released by the Buyer and all parties claiming by, through or under Buyer.

29. SEC Reporting (8-K) Requirements. For the period of time commencing on the date hereof and continuing through the first anniversary of the Closing Date, Seller shall, from time to time, upon reasonable advance written notice from Buyer, provide Buyer and its representatives, with access to all financial and other information then in Seller's possession pertaining to the period of Seller's ownership and operation of the Real Property, which information is relevant and reasonably necessary, in the opinion of Buyer's outside, third party accountants (the "Accountants"), to enable Buyer and its Accountants to prepare financial statements in compliance with any or all of (a) Rule 3-05 or 3-14 of Regulation S-X of the Securities and Exchange Commission (the "Commission"), as applicable; (b) any other rule issued by the Commission and applicable to Buyer; and -C- any registration statement, report or disclosure statement filed with the Commission by, or on behalf of Buyer. Seller shall deliver to Buyer's accountants a representation letter (the "Letter"), in the form annexed hereto as Exhibit "Q", provided that Buyer (and any assignee or designee acquiring title to the Real Property) shall

indemnify and hold Seller harmless from and against any claim, damage, loss or liability including, without limitation, legal fees incurred by Seller in investigating, defending against or settling any such matter and the amount of any such settlement to which Seller is at any time subjected, bonafide or not, by any person who is not a party to this Agreement as a result of its delivery of the information described in this Paragraph, or delivery of the Letter. The Buyer acknowledges that the Seller is not making any representation or warranty regarding such information as is delivered in accordance with the terms of this Paragraph except to the extent set forth in the Letter or otherwise expressly set forth in this Agreement.

30. Partial Invalidity. If any term, covenant or condition of this Agreement, or the application thereof, to any person or circumstance shall be invalid or unenforceable at any time or to any extent, then the remainder of this Agreement, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby. Each term, covenant and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law.

31. No Recordation. Buyer shall not be entitled to record this Agreement or a memorandum or other notice of this Agreement in any public office. This Paragraph shall be deemed to be a specific directive to the officials of such public office NOT to accept this Agreement or a memorandum or other notice of this Agreement for recordation in any form whatsoever. Any violation of the provisions of this Paragraph 31 shall constitute an immediate default by Buyer under this Agreement.

32. Tender. Formal tender of an executed deed and purchase money is hereby waived by Buyer.

33. Further Assurances. After the Closing, Seller shall execute, acknowledge and deliver, for no further consideration, all assignments, transfers, deeds and other documents as Buyer may reasonably request to vest in Buyer and perfect Buyer's right, title and interest in and to the Property.

34. Jury Trial Waiver. BUYER AND SELLER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT EACH MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT AND AGREE THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

35. No Offer. THE DELIVERY OF THIS AGREEMENT DOES NOT CONSTITUTE AN OFFER AND THIS AGREEMENT SHALL NOT BE BINDING AND SHALL HAVE NO FORCE AND EFFECT UNLESS AND UNTIL A FULLY EXECUTED COUNTERPART HEREOF HAS BEEN DELIVERED TO EACH OF THE PARTIES. IT IS EXPRESSLY UNDERSTOOD THAT SELLER HAS NO OBLIGATION TO EXECUTE THIS AGREEMENT.

36. Indemnification.

Without limitation of any other Seller indemnity obligations set forth herein, from and after the Closing Date, Seller shall indemnify, defend and save and hold harmless Buyer, and its respective trustees, directors, officers and employees, of, from and against any and all loss, cost, expense, damage, claim, and liability, including reasonable attorney's fees and court costs, including, without limitation, attorney's fees and costs associated with the enforcement of Seller's indemnification obligations for all claims brought within one year of such Closing (hereinafter collectively, "Losses") which Buyer may suffer or incur, resulting from, relating to, or arising in whole or in part, from or out of (i) any misrepresentation or breach of a representation or warranty by Seller contained in this Agreement; (ii) any failure to fulfill any covenant or agreement of Seller contained in this Agreement; (iii) all litigation set forth in this Agreement and on Exhibits hereto; (iv) any and all actions, suits, investigations, proceedings, demands, assessments, audits, judgments, and/or claims arising out of or relating to any of the foregoing.

Promptly after receipt by Buyer of written notice of the commencement of any suit, audit, demand, judgment, action, investigation or proceeding (a "Third Party Action") or promptly after Buyer incurs a Loss or has knowledge of the existence of a Loss, Buyer will, if a claim with respect thereto is to be made against Seller due to Seller's obligation to provide indemnification hereunder, give Seller written notice of such Loss or the commencement of any Third Party Action; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve Seller of any of its obligations hereunder. Promptly after receiving such notice, Seller will, upon notice to Buyer, have the right to assume and control the defense and settlement of any such Third Party Action at its own cost and expense; provided, however, that it shall be a condition precedent to the exercise of such right by Seller that Seller shall agree in writing that the Loss, or Third Party Action, as the case may be, is properly within the scope of the indemnification obligation and that as between the parties, Seller shall be responsible to satisfy and discharge such Third Party Action. Seller shall not enter into any resolution or other compromise of a Third Party Action without obtaining the complete release of Buyer for any liability to all claimants under or pursuant to such Third Party Action. Buyer shall have the right to participate in any such defense, contest or other protective action at its own cost and expense.

Notwithstanding the foregoing, Buyer shall have the right to assume and control the defense and settlement of a Third Party Action (a) if such action includes claims for equitable

relief which, if determined adversely to Buyer, could reasonably be expected to interfere with its intended business operations or damage its business reputation or (b) if Seller fails to do so in a timely manner. In any circumstances in which Buyer undertakes to control the Third Party Action as provided in this paragraph, it shall (i) not enter into any resolution or other compromise involving monetary damages without obtaining the prior written consent of Seller provided that such written consent may not be withheld if it would interfere with Buyer's business operation and (ii) keep Seller informed on an ongoing basis of the status of such Third Party Action and shall deliver to Seller, copies of all documents related to the Third Party Action reasonably requested by Seller. Buyer shall act to assure that all attorneys' fees and expenses incurred in connection therewith are reasonable.

IN WITNESS WHEREOF, intending to be legally bound hereby, the parties have duly executed this Agreement as of the day and year first above stated.

SELLER:

PAINT WORKS CORPORATE ASSOCIATES-H, a New
Jersey general partnership

By:  /s/R. Randle Scarborough
     -------------------------------------
     R. Randle Scarborough, its authorized
     general partner


By:  /s/Robert K. Scarborough
     -------------------------------------
     Robert K. Scarborough, its authorized
     managing general partner


By:  /s/Kevin D. Scarborough
     --------------------------------------
     Kevin D. Scarborough, its authorized
     general partner


By:  /s/Olive A. Scarborough
     ---------------------------------------
     Olive A. Scarborough, its authorized
     general partner

BUYER:

BRANDYWINE REALTY TRUST, a
Maryland Real Estate Investment Trust

By:  /s/Gerard H. Sweeney
     --------------------------------------
      Name:  Gerard H. Sweeney
      Title:  President & CEO

Executions Continued

The Undersigned Hereby Acknowledges
Receipt Of The Deposit And Agrees To
Hold And Apply The Same In Accordance
With The Provisions Of The Escrow Terms

Commonwealth Land Title Insurance Company:

By:  /s/M. Gordon Daniels
     ------------------------
     M. Gordon Daniels

EXECUTION

50 EAST CLEMENTON ROAD

AGREEMENT OF SALE

Between

PAINT WORKS CORPORATE ASSOCIATES-H

and

BRANDYWINE REALTY TRUST

Dated as of December 5, 1997

Exhibit A               Description of Land
Exhibit B               List of Contracts
Exhibit C               Certified Rent Roll
Exhibit D               Permitted Exceptions
Exhibit E               Excluded Personal Property
Exhibit F               The Other Properties
Exhibit G               Form of Deed
Exhibit H               Bill of Sale
Exhibit I               Form of Assignment(s)
Exhibit J               Form of Non-Foreign Person Certification
Exhibit K               Pending Litigation
Exhibit L               Contracts Not Terminable with 30 days Notice
Exhibit M               Environmental Notices
Exhibit N               Outstanding Brokerage Commissions and TI
Exhibit O               Form of Estoppel Certificate
Exhibit P               Identified Tenants
Exhibit Q               Representation Letter

Exhibit 10.9

501 SCARBOROUGH DRIVE
AGREEMENT OF SALE

THIS AGREEMENT OF SALE is made and entered into as of the 5th day of December, 1997 by and between English Creek Partners #1, Limited Partnership, a New Jersey limited liability corporation having its principal office at Scarborough Properties, 20 East Clementon Road, Suite 201, Gibbsboro, New Jersey 08026 ("Seller") and BRANDYWINE REALTY TRUST, a Maryland real estate investment trust or its nominee, having an address at Suite 150, 16 Campus Boulevard, Newtown Square, Pennsylvania 19073 (hereinafter referred to as the "Buyer").

RECITALS

A. Seller is the owner of a certain tract of land being comprised of one
(1) parcel of property, being Lot 31, Block 1603, together with the building and improvements thereon, including one office building containing approximately 44,750 square feet, commonly known as 501 Scarborough Drive, Egg Harbor, New Jersey as more fully described on Exhibit A attached hereto; and

B. Seller desires and hereby agrees to sell, and Buyer desires and hereby agrees to acquire, all of Seller's right, title and interest in and to the Property (as hereinafter defined), subject to and on the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the mutual promises and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions Of Certain Terms. For all purposes of this Agreement, the following terms shall have the respective meanings set forth below:

"Agreement" shall mean this document entitled "Agreement of Sale", all exhibits and schedules attached hereto or made a part hereof and all amendments to this Agreement which are agreed to in writing and signed by all of the parties hereto.

"Assignments" shall have the meaning ascribed to that term in Paragraph 5(f) hereof.

"Closing Date" shall have the meaning ascribed to that term in Paragraph 4 hereof. The date upon which the Closing (as defined in Paragraph 4 below) actually occurs shall be the Closing Date.

"Contracts" shall mean all contracts and agreements with respect to the management (excluding property management agreements), operation, supply, maintenance, repair or construction affecting any of the Property, to the extent assignable by Seller, all as described in Exhibit "B" attached hereto and made a part hereof.

"Deposit" shall mean the Deposit delivered by Buyer to Escrow Agent pursuant to Paragraph 3(a) hereof, together with all interest earned thereon, if any.

"Due Diligence Termination Date" shall mean 5:00 p.m. E.S.T. on December 9, 1997.

"Effective Date" shall mean the date on which this Agreement has been fully executed and delivered by both parties hereto to each other.

"Escrow Agent" shall mean Commonwealth Land Title Insurance Company, 1700 Market Street, Philadelphia, Pennsylvania 19103.

"Escrow Terms" shall mean the escrow agreement to be entered of even date herewith between Title Company, Buyer and Seller.

"Improvements" shall mean those certain buildings and other improvements constructed and located on the Land as described on Exhibit A.

"Land" shall mean that certain parcel of real property located at 501 Scarborough Drive, Egg Harbor, New Jersey.

"Leases" shall mean those certain leases (and guarantees thereof, if any) listed on Exhibit "C" attached hereto and made a part hereof, or hereafter entered into by Seller, as landlord, in accordance with the terms of this Agreement, for any space within any of the Improvements located on any of the Land.

"Licenses" shall mean the licenses, permits, approvals and agreements affecting any of the Real Property.

"Partnership" shall mean Brandywine Operating Partnership, L.P., a Delaware limited partnership whose sole general partner is Buyer.

"Permitted Exceptions" shall mean with respect to any of the Real Property (i) the lien of real estate taxes, water rent and sewer charges that are not due and payable on the Closing Date, (ii) the printed exclusions, conditions and stipulations contained in the Commitment (as hereinafter defined), (iii) additional exceptions to title set forth in Exhibit "D" to this Agreement, (iv) special assessments which become a lien on any of the Real Property on or after the Closing Date, and (v) such other title matters existing on the Closing Date which are

accepted or deemed accepted by Buyer pursuant to Paragraph 5 hereof; and (vii) the rights of Tenants of any of the Real Property pursuant to the Leases for all or any portion of any of the Real Property.

"Personal Property" shall (except as specifically excluded on Exhibit "E" hereto) mean all of Seller's right, title and interest in and to the tangible personal property including, without limitation, artwork, furniture, furnishings, equipment, machinery and fixed and movable fixtures, together with all component and replacement parts, owned by Seller, situated on any of the Real Property on the Closing Date, and all artwork, renderings, flags, awnings and trade dress; all architects', engineers', surveyors' and other real estate professionals' plans, specifications, certifications, reports, data or other technical descriptions (including, without limitation, all environmental, structural and mechanical inspection reports) to the extent the same are in Sellers' possession and are not proprietary in nature, and all building names and Seller's rights, if any, in and to the name "501 Scarborough Drive."

"Property" shall mean the Real Property and such of the Contracts, Leases, Licenses, Personal Property and other rights, titles, interests and obligations which pertain to the Real Property and are intended to be conveyed, sold or otherwise transferred to Buyer by Seller pursuant to this Agreement.

"Real Property" shall mean the Land and the Improvements.

"Tenants" shall mean the tenants under the Leases.

2. Acquisition Of The Property. On the Closing Date, and subject to the terms and conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer and Buyer shall purchase from Seller the following:

(a) All right, title and interest of Seller in and to all of the Real Property;

(b) All right, title and interest of Seller, if any, in any land lying in the bed of any street, road, avenue or alley, open or closed, in front of or adjoining any of the Land, to the center line thereof;

(c) All right, title and interest of Seller, if any, in any easements, covenants, rights of way, privileges, hereditaments and other rights appurtenant to any of the Real Property;

(d) to the extent assignable to Buyer and approved by Buyer, all right, title and interest of Seller in and to the Contracts and the Licenses relating to any of the Real Property;

(e) all right, title and interest of Seller in and to the Leases; and

(f) all right, title and interest of Seller in and to the Personal Property.

3. Purchase Price And Time Of Payment. The Purchase Price (the "Purchase Price") to be paid by Buyer to Seller for the Property shall be Six Million One Hundred Fifty Thousand Dollars ($6,150,000), as adjusted pursuant to Paragraph 7 of this Agreement, which shall be paid to Seller in the following manner:

(a) Twenty Thousand Dollars ($20,000) (the "Deposit") by check, subject to collection, payable to the order of the Escrow Agent, which shall be held and disbursed pursuant to the Escrow Terms. In addition thereto, by delivery, within two (2) business days next following the Due Diligence Expiration Date of Buyer's good check in the amount of $10,000.

(b) The balance of the Purchase Price shall be paid to Seller at the Closing by wire transfer of immediately available funds to an account designated by Seller.

(c) The transaction contemplated by this Agreement is conditioned upon the closing of the sale of the other properties identified on Exhibit "F" attached hereto (the "Other Properties"), so that no one or more of the Other Properties and the Property hereunder may be sold without all of the Property being sold unless expressly provided for in writing by the parties hereto and in any event the Deposit hereunder and thereunder shall be deemed a single deposit for the entire transaction.

4. Closing. The closing of the transaction contemplated by this Agreement (the "Closing") shall be held on or before December 12, 1997, but in any event no later than fifteen (15) days next following the Due Diligence Expiration Date, at the offices of Brandywine Realty Trust, Plaza 1000 at Main Street, Suite 400, Voorhees, New Jersey, commencing at 10:00 a.m., time being of the essence.

5. Title And Conveyance Of The Property.

(a) At Closing, title to the Real Property shall be insurable at regular rates by Commonwealth Land Title Insurance Company (the "Title Insurer"), free and clear of all liens, encumbrances and restrictions other than the Permitted Exceptions; provided, however, that if title to any of the Real Property is not insurable as aforesaid, Buyer's sole right and remedy shall be as set forth in paragraph 5(b) below.

(b) (i) Buyer has applied for a title insurance commitment (1992 ALTA Form with Creditor's Rights Exclusion Deleted) to be issued by the Title Insurer ("Commitment"), agreeing to issue to Buyer, upon recording of the Deeds (as hereinafter defined) for each of the Real Property, an owner's policy of title insurance as above specified

("Title Policy"). Said Commitments shall agree to insure the proposed title of the Buyer to each of the Real Property subject only to the Permitted Exceptions and such other title exceptions as Buyer has agreed to accept or is deemed to have accepted pursuant to this Paragraph. If any of the Commitments disclose any title exceptions in addition to the Permitted Exceptions and Buyer objects to such additional title exceptions (the "Title Defects"), Buyer shall notify Seller of such Title Defects with sufficient specificity to enable Seller to respond. Buyer's notice of any Title Defects shall be given in writing to Seller no later than the date which is five (5) business prior to the Due Diligence Termination Date, together with the Commitments and copies of all matters of record raised therein as exceptions thereto, after which Buyer shall be deemed to have waived any and all Title Defects not so raised, except for Title Defects which are disclosed to Buyer in continuations of title issued subsequent to the issuance of the Commitments, unless Buyer fails to object to same in writing within three (3) business days after Buyer's receipt of the continuation of title in which the same is disclosed, in which case Buyer will be deemed to have waived such additional Title Defects. Seller shall have the right, but not the obligation (except as otherwise specifically provided), to cure such Title Defects and, if Seller elects to attempt to cure the Title Defects but has not cured same on or before the Closing Date, then the Closing Date may be extended by Seller at its sole option for up to thirty (30) days to enable Seller to effect such cure.

(ii) In the event that either (a) Seller is unable to convey title in accordance with the terms of this Agreement, (b) Seller elects not to cure or cause the removal of any exception to title, except as required in
(iii), below, or (c) if Seller is unable to satisfy any other conditions to Buyer's obligations under this Agreement, then (except as otherwise specifically provided in (iii), below) the sole liability of Seller shall be to (A) direct the Escrow Agent to return to Buyer the Deposit and (B) reimburse Buyer for the reasonable charges imposed by the Title Company for preparation of the Commitments (without the issuance of a policy) and for the reasonable fees paid by Buyer to update the existing surveys (collectively "Buyer's Reasonable Costs"), and upon such payments being made, this Agreement shall be deemed canceled and the parties hereto shall be released of all obligations and liabilities hereunder, except as to any provisions which expressly survive a termination of this Agreement; and Buyer shall have no rights of action against Seller in law or in equity, for damages or, except for the purpose of enforcing Seller's contractual obligations under (iii), below, for specific performance. Notwithstanding the foregoing, Buyer shall have the right to waive any conditions to Buyer's obligations hereunder, in which event Seller shall make the deliveries provided for herein to Buyer to the extent that Seller is able so to do, and there shall be no reduction in the Purchase Price in such event.

(iii) Notwithstanding the provisions of the foregoing paragraph, if the condition of title to the Real Property at the Closing is other than that which Buyer is required or agrees to accept hereunder solely by reason of any mortgages or other monetary liens (hereinafter referred to as "Liens") which can be satisfied or remedied by the payment of a liquidated amount of money to the extent of the Purchase Price, Seller shall not have the right to cancel this Agreement and Seller shall either (aa) discharge, satisfy, or bond the same or (bb) deliver such funds to be held in escrow required by the Title Company, in either event so that the

Title Company shall affirmatively insure the full and complete discharge of the foregoing and shall agree to omit the same as an exception to its title insurance policy.

(iv) Notwithstanding anything to the contrary contained in this Agreement, Seller shall have no duty nor be required to take any action, to institute any proceedings or to incur any expense (other than as may be expressly required in paragraph (iii), above) in order to remedy or remove any objections to title or otherwise to render title in accordance with the terms called for in this Agreement.

(c) Buyer expressly understands, acknowledges and agrees that any failure by Buyer to notify Seller in writing of any Title Defects on or before the expiration of the Due Diligence, shall for all purposes be deemed to be an acceptance by Buyer of such Title Defects as if they were one or more of the Permitted Exceptions.

(d) At Closing, Seller will convey fee simple title to the Real Property by a Bargain and Sale Deed with covenant against grantor's acts (the "Deed"), subject in all cases to the Permitted Exceptions, in the forms attached hereto and made a part hereof as Exhibit "G".

(e) At Closing, Seller will transfer all of its right, title and interest in and to the Personal Property to Buyer by executing a Bill of Sale ("Bill of Sale") in the form attached hereto and made a part hereof as Exhibit "H".

(f) At Closing, Seller will assign all of Seller's right, title, and interest, and Buyer shall assume all of the obligations from and after the Closing Date, in, to and under the Leases, Licenses and the Contracts for the Property, by executing an Assignment and Assumption Agreement in the form attached hereto and made a part hereof as Exhibit "I" (the "Assignments").

6. Closing Documents.

(a) At the Closing, as a condition of Buyer's obligation to close hereunder, Seller shall deliver or cause to be delivered the following:

(i) The Deed, executed by Seller, covering the Real Property (and separate quitclaim deeds to the Real Property utilizing new ALTA survey descriptions, if requested);

(ii) The Bills of Sale executed by Seller covering the Personal Property;

(iii) The Assignments, executed by Seller;

(iv) As many signed originals (or true and correct copies of same) of the Contracts, Leases, Licenses, and other items covered by the Assignments as are in the possession or control of Seller;

(v) All machinery and/or equipment operating manuals, technical data and other documentation relating to the building systems and equipment, and all machinery, equipment and other building warranties and guarantees, if any, but only to the extent that any of the same are in the possession or control of Seller;

(vi) All master and duplicate keys, combinations and codes to all locks and security devices for the Improvements which are in the possession or control of Seller;

(vii) Written notice from Seller or Seller's managing agent to each Tenant in form reasonably satisfactory to Buyer stating that the Real Property have been sold to Buyer and that tenant security deposits (if any) in Seller's possession have been transferred to Buyer and directing the Tenants to make future rental payments to Buyer at the address designated by Buyer;

(viii) Non-foreign person certification in the form attached hereto as Exhibit "J";

(ix) All building records and Tenant lease files with respect to the Real Property which are in the possession of Seller;

(x) Each bill of current real estate taxes, sewer charges and assessments, water charges and other utilities and to the extent in Seller's possession or control, bills for each of the same for the three (3) years, together with proof of payment thereof (to the extent same have been paid);

(xi) All plans, specifications, as-built drawings, surveys, site plans, and final, written reports of architects, engineers and surveyors, and any other Personal Property forming part of the Property or any portion thereof, but only to the extent that the same exist and are in the possession of Seller or any property manager controlled by Seller;

(xii) An affidavit or affidavits of title in favor of the Title Insurer on the form used by such Title Insurer, in form reasonably acceptable to Seller to enable the Title Insurer to issue the Commitments described in Paragraph 5(b)(i). Buyer shall require affirmative endorsements against mechanic's liens, consistent with Seller's obligations under Paragraph
5(b)(iii), above;

(xiii) A letter, from the New Jersey Department of Environmental Protection or its successor ("NJDEP") stating that the provisions of the Industrial

Site Recovery Act, N.J.S.A. 13:1K-6 et seq., the regulations promulgated thereunder and any successor legislation and regulations are inapplicable to the Real Property (the "Non-Applicability Letter");

(xiv) Subject to the provisions of Paragraph 11(d), below, Estoppel Letters, if any, received from Tenants;

(xv) Updated rent rolls, which shall be certified by Seller to be correct and complete as of Closing Date; and

(xvi) Proof as to the due authorization and execution by Seller of the documents executed and delivered by Seller.

(xvii) Such affidavits of title or other certifications as shall be required by the Title Company to insure Buyer's title to the Property as set forth in Section 3, and to provide affirmative endorsements (a) against mechanic's liens, (b) insuring against any violation of existing covenants, conditions or restrictions, and insuring that future violation will not result in forfeiture of title, (c) insuring that all foundations in place as of the date of such policy are within the lot lines and applicable set back lines, (d) insuring that the buildings and structures on the Property do not encroach onto adjoining land or onto any easements, (e) insuring that confirming that there are no encroachments of improvements from adjoining land onto the Property (f) removing any exceptions for matters which an accurate survey would disclose, and
(g) providing affirmative insurance with respect to such other matters as Buyer or its lender shall specify.

(b) At the Closing, as a condition of Seller's obligation to close hereunder, Buyer shall deliver or cause to be delivered the following:

(i) The balance of the Purchase Price; and

(ii) The Assignments, executed by Buyer.

7. Prorations And Closing Costs. All matters involving prorations or adjustments to be made in connection with the Closing and not specifically provided for in any other provision of this Agreement shall be adjusted as provided below. Except as otherwise set forth herein, all items to be prorated pursuant to this Paragraph shall be prorated as of the Closing Date, with Buyer to be treated as the owner of the Property, for purposes of prorations of income and expenses, on and after the Closing Date.

(a) Real estate taxes and all other ad valorem taxes, if any, with respect to the Real Property for the applicable fiscal or calendar year in which the Closing occurs shall be prorated on a per diem basis. If the amount of such taxes is not known on the Closing Date, taxes will be prorated on the basis of the most recently ascertainable tax bill. There shall

be no proration of Seller's insurance premiums or assignment of Seller's insurance policies and Seller shall be entitled to cancel all of its existing policies as of the Closing Date. Buyer shall be obligated (at its own election) to obtain any replacement policies. The amounts of all telephone, electric, sewer, water and other utility bills, trash removal bills, janitorial and maintenance service bills relating to the Property and allocable to the period prior to the Closing Date shall be determined and paid by Seller before Closing, if possible, or shall be paid promptly thereafter by Seller or adjusted between Buyer and Seller immediately after the same have been determined. Buyer and Seller shall to the extent necessary enter into an agreement to such effect at Closing. Seller shall attempt to have all utility meters read as of the Closing Date. Seller shall further attempt to obtain from the provider of same, all other service statements and bills of account adjusted as of the Closing Date. Seller shall be entitled to refunds of all deposits, if any, paid by Seller or Seller's predecessor-in-interest prior to Closing and held by entities providing such service, or, at Seller's option, Seller shall transfer all of Seller's right, title and interest in and to such deposits to Buyer at Closing and shall receive a full credit for the amount of such deposits. All Contracts and other obligations in connection with the Property, to the extent the same are intended to be assumed hereunder, shall be prorated as of the Closing Date.

(b) Special assessments which have been filed as a lien against any of the Real Property on or before the Closing Date and are not payable in installments shall be paid by Seller. Special assessments which have been filed as a lien against any of the Real Property but which are payable in installments shall be adjusted based upon the installment payment for the fiscal or calendar year in which Closing takes place and the remaining unpaid assessments shall be assumed by Buyer. Special assessments which are or may be pending, but which have not become a lien on the Real Property as of the Closing Date, and special assessments which are filed as a lien after the Closing Date, shall be assumed and paid by Buyer.

(c) Seller shall pay the cost of State and County transfer taxes or stamps imposed in connection with the recordation of the Deeds for the Real Property. Buyer shall pay the expense of the title searches, title premiums and any other title insurance costs on the owner's title insurance policies and the cost of obtaining any surveys, if desired by Buyer. Buyer agrees to pay the expense of the legal fees of its own counsel. The cost of all of Buyer's Due Diligence Activities (as defined below) shall be borne solely by Buyer.

(d) Any base, minimum or similar rents under the Leases collected by Seller for a rental period or portion thereof from or after the Closing Date shall be credited to Buyer at Closing on a per diem basis. In addition, any security deposits held by Seller for any Lease, together with the interest due thereon, if any and if required under the terms of the Lease or as required by applicable law, shall either be credited or transferred to Buyer at Closing at Seller's option. If any tenant is in arrears in the payment of rent or additional rent on the Closing Date, rents received from such tenant ninety
(90) days after the Closing Date shall be applied in the following order of priority: (a) to the Buyer, so long as such tenant is in arrears for current or prior rent arising after Closing, then (b) to Seller for all rent in arrears prior to the Closing Date; and then (c) to Buyer with no further claim by Seller thereto. Except as herein provided, Buyer is

not under any obligation to collect rents in arrears for the benefit of Seller. Any rents which are delinquent or otherwise not paid at the time of Closing, and collected by Buyer or Seller within ninety (90) days after Closing shall be apportioned as aforesaid and the portion to which Seller is entitled shall be promptly remitted by Buyer to Seller. Seller shall have no claim to rents collected ninety (90) days after the Closing Date. Seller retains the right to pursue its remedies against Tenants after Closing for any delinquent rents or other amounts owed to Seller (other than proceedings to evict Tenant or terminate its lease). Buyer shall not enter into any agreement pursuant to which any sums owed to Seller in respect of any Lease for periods prior to the Closing are reduced, modified or waived. Buyer's obligations to collect rent arrearages shall be limited to commercially reasonable efforts, and Buyer shall under no circumstance be required to commence litigation against any Tenant to collect the same.

(e) All leasing commissions due or to become due prior to the Closing Date for any Leases entered into before the date hereof and all amendments, renewals and modifications thereof entered into before the date hereof, shall be paid by Seller without contribution by, or reimbursement from, Buyer. At Closing, Buyer shall pay or reimburse Seller for any leasing commissions due or to become due prior to Closing for any Leases and for any amendments, modifications or renewals of any Leases entered into after the date hereof which are entered into in accordance with the provisions of Paragraph 15(e) hereof. Buyer shall expressly assume and be solely obligated to pay all leasing commissions payable under all Leases entered into prior to the date hereof (including all amendments, renewals and modifications thereof) which are first due or payable on or after the Closing Date, regardless of the date on which such Leases (including all amendments, renewals and modifications thereof) were executed or any of the leasing commissions therefor earned, subject only to Buyer's right to approve any new Leases or amendments, discretionary renewals or modifications of any Leases which are not otherwise permitted pursuant to Paragraph 15(e), below. Seller shall be responsible for the costs of, and shall pay or perform prior to Closing any tenant improvements and allowances for work performed or required to be performed (or paid, as applicable) prior to the Closing Date by or on behalf of Seller for all Leases (including all amendments, renewals and modifications thereof) entered into on or before the date of this Agreement for any of the Real Property. Buyer shall assume, pay or reimburse (as applicable) Seller on the Closing Date for the costs of any tenant improvements and allowances for work to first be performed after the Closing Date pursuant to Leases (including all amendments, renewals and modifications thereof) entered into prior to the date of this Agreement; and all costs of tenant improvements and allowances incurred by or on behalf of Seller in connection with any Leases (including all amendments, renewals and modifications thereof) entered into after the date of this Agreement for any of the Real Property, provided the same were approved by Buyer or are otherwise permitted as set forth in Paragraph 15(e) hereof and provided that such costs are set forth on Exhibit "C" hereto. The obligations of Buyer and Seller hereunder shall survive the Closing.

(f) Amounts paid or payable as fees or expenses under any of the Licenses assigned at Closing, shall be prorated as of the Closing Date but all amounts refundable under unassigned and unassignable Licenses shall belong to Seller.

(g) Seller shall be solely responsible for the payment of any "roll back taxes" assessed or imposed upon any of the Real Property under the "Farmland Assessment Act of 1964," Chapter 58, Laws of 1964, N.J.S.A. 54:4 23-1 et seq., as amended or otherwise, which relate to any period prior to the Closing Date, and Seller agrees to indemnify, defend and save Buyer harmless (including attorneys' fees) from and against any claim for such taxes. This Paragraph shall survive Closing.

(h) Miscellaneous income including, without limitation, telephone and vending machine income, if any, shall be prorated as of the Closing Date.

(i) The provisions of this Paragraph 7 shall survive Closing hereunder.

8. Possession Of Property.

(a) Seller shall deliver possession to the Real Property to Buyer on the Closing Date, subject only to the Permitted Exceptions.

(b) Buyer shall assume, by execution of the Assignments, all of Seller's obligations in, to and under the Contracts, the Licenses and Leases. Notwithstanding the foregoing, Buyer shall not assume management, leasing or brokerage agreements provided, however, that Buyer shall remain liable for leasing commissions as set forth in Paragraph 7(e), above.

(c) All of the provisions of this Paragraph 8 shall survive Closing.

9. Representations Of Seller And Buyer.

(a) Seller hereby represents and warrants, as follows, all of which shall be true and correct at and as of the date hereof:

(1) Seller is a limited partnership duly organized and validly existing under the laws of the State of New Jersey, and is in good standing in such state.

(2) Seller has all necessary power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, without the consent or authorization of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have been or will be given, prior to the Closing. This Agreement constitutes, and the other documents and instruments to be delivered by Seller pursuant hereto when delivered will constitute, the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.

(3) Except as set forth in Exhibit "K" attached hereto and made a part hereof, there is no litigation, proceeding or action pending or, to the best of Seller's knowledge, threatened against or relating to Seller or its Property which might materially and adversely affect Seller or its Property or which questions the validity of this Agreement or any action taken or to be taken by Seller pursuant hereto. Seller shall remain responsible to defend, and shall indemnify and hold Buyer harmless from and against all liability, cost and expense relating to the litigation identified in on Exhibit "K", which obligation shall survive the Closing.

(4) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will constitute a violation or be in conflict with or constitute a default under any term or provision of the Seller's limited liability agreement or any other material agreement, instrument or lease to which Seller is a party, subject to any required consents or authorizations of, or notices to, third parties from whom such consents or authorizations will be obtained or to whom notices will be given prior to Closing.

(5) True, correct and complete copies of all of the following, together with any modifications or amendments thereof, but only if and to the extent the same are in Seller's possession or control, have been or will be delivered, or made available, to Buyer within five (5) days following the execution of this Agreement: (i) Leases and rent rolls; (ii) Contracts;
(iii) leases of equipment, vehicles and other tangible personal property used by Seller in connection with the ownership and operation of the Property (the "Personal Property Leases"); (iv) Licenses; (v) surveys; (vi) title reports;
(vii) engineering reports; and (viii) environmental reports.

(6) To the best of Seller's knowledge, (i) all of the Leases, Contracts and Personal Property Leases and Licenses, are in full force and effect, (ii) there has been no action or failure to act by Seller or any other party to any Lease, Contract or Personal Property Lease which, with the giving of notice or the passage of time or both, would constitute a default in any material respect or otherwise entitle either party to damages or a right to terminate; and (iii) Seller has not received from any other party written notice with respect to the condition of the Property or the use or repair of the same or of any alleged default by Seller under any such Lease, or Personal Property Lease or License. Except as set forth on Exhibit "L", each of the Contracts is terminable at will without penalty or cancellation fee upon no more than thirty
(30) days prior written notice but, except as hereinafter expressly provided, unless otherwise directed by Buyer, the Contracts shall not be terminated by Seller as of Closing. Anything in this Agreement to the contrary notwithstanding, any and all existing management agreements and brokerage or leasing agreements shall be terminated as of Closing. Buyer shall assume all Contracts not terminated at Closing pursuant to the Assignment.

(7) Seller shall indemnify and hold Buyer harmless of, from and against any and all claims and liabilities arising out of the employment of any individuals by Seller and its affiliates, whether as employees or independent contractors. As of

the Closing, there are and shall be no liens against the Real Property arising under the Employee Retirement Income Security Act of 1974, as amended, nor any other compensation or employment related lien or liability that could become the responsibility of Buyer after the Closing. Buyer shall be under no obligation to assume any of Seller's employees, it being Seller's sole responsibility and obligation to provide severance arrangements, if any, for all such employees. This Paragraph shall survive Closing.

(8) To Seller's actual knowledge, there are no public improvements in the nature of off-site improvements or otherwise, which have been ordered to be made and/or which have not heretofore been assessed and, to Seller's actual knowledge, there are no special or general assessments currently affecting or pending against the Real Property or any portion thereof.

(9) Except as set forth on Exhibit "M", Seller has not been served with written notice that it has been named as a party in any litigation, administrative proceeding or investigation naming Seller as a responsible party or potentially responsible party for any liability for clean-up costs, natural resource damages or other damages or liability for prior disposal or release of Hazardous Substances, Hazardous Wastes or other environmental pollutants or contaminants. For purposes of this Agreement, "Hazardous Substances" means those elements and compounds which are designated as such in Section 101(14) of the Comprehensive Response, Compensation and Liability Act (CERCLA), 42 U.S.C. Section 9601 (14), as amended, all petroleum products and by-products, and any other hazardous substances as that term may be further defined in any and all applicable federal, state and local laws (including, in New Jersey, the New Jersey Industrial Site Recovery Act (ISRA); and "Hazardous Wastes" means any hazardous waste, residential or household waste, solid waste, or other waste as defined in applicable federal, state and local laws. Seller has not received any summons, citation, directive, letter or other written communication, from any governmental or quasi-governmental authority concerning any intentional or unintentional action or omission on Seller's part which either (a) resulted in the releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping of Hazardous Substances or Hazardous Wastes, or (b) related in any way to the generation, storage, transport, treatment or disposal of Hazardous Substances or Hazardous Wastes.

(10) True and correct copies of the income and expense statements for the Property, and a current rent roll certified by Seller, will be delivered to Buyer upon execution of this Agreement.

(11) Seller has received no written notice of any violation of any of the licenses, permits, consents, authorizations, approvals, and certificates of any regulatory, administrative or other governmental agency or body, if any, issued to or held by the Seller and related to the ownership or operation of the Property (collectively, the "Permits"), and there is no pending or, to the actual knowledge or Seller, threatened proceeding which could result in the revocation or cancellation of, or inability of Seller to renew, any Permit.

(12) To the best of Seller's knowledge, except as set forth in Exhibit "N" attached hereto and made a part hereof, all management fees, leasing commissions and tenant improvement allowances are fully paid, there are no brokerage commissions owing by Seller with respect to any of the Leases or otherwise related to the Property which have not been paid, and there are no ongoing commission or leasing fee obligations.

(13) Seller has received no written notice from any insurance company which has issued a policy with respect to the Property or by any board of fire underwriters (or other body exercising similar functions) claiming any defects or deficiencies or requesting the performance of any repairs, alterations or other work, and Seller will promptly notify Buyer of any such notice or requirement if such notice is received prior to the Closing.

(14) Seller is not a "foreign person" and will deliver to Buyer, at the Closing, a statement certifying that it is not a "foreign person" within the meaning of the Internal Revenue Code of 1986, as amended.

(15) Seller has not received written notice from any governmental agency or authority of outstanding material violations issued by governmental authorities having jurisdiction over the Real Property.

(16) Except as may be set forth in a Lease as specifically noted on Schedule C, there are no options, rights of first refusal or conditional sales agreements regarding the purchase and sale of the Real Property.

(17) There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Property other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "C". No tenant has advised Seller that Seller is in default under any of the Leases, or asserted any claim or basis for any claim for free or reduced rent or right of setoff against the landlord or the rent under the Leases, and Seller and its agent have no actual knowledge of any default or any event which has taken place which, with the passage of time, or the delivery of notice, or both, could become an event of default. Except for Penn Mutual Life Insurance Company, Seller's existing lender who shall be paid off at Closing, Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Property which shall be satisfied at or before Closing. No holder of any such collateral assignment has asserted or exercised any of its right to collect such rents. Each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "C" are the actual rents, income and charges being collected by Seller under the Leases. All obligations of Seller which it is required to complete pursuant to any Lease (or any unsigned lease proposal or lease amendment) has been completed as of this date or shall be completed as of Closing, and all costs therefore have been or shall be paid by Seller, and

all of Seller's work has or shall have been accepted by the Tenant without exception on or before Closing, other than routine punch list items, which items shall remain the responsibility of Seller following Closing, and which obligation shall expressly survive Closing. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. No tenant of the Property under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "C", no security deposits by tenants have heretofore been returned or applied to charges against the tenants.

(18) To the best of Seller's knowledge, the Property and the continued operation and use thereof comply with all applicable requirements of federal, state and local law, and all applicable requirements of governmental bodies or agencies having jurisdiction thereof, no portion of the Property lies within a flood hazard area, flood plain or wetland; and there are no outstanding notices of any violations issued by governmental authority having jurisdiction over the Property.

(19) To the best of Seller's knowledge, no Hazardous Substances (defined below) and no Hazardous Wastes (defined below) are present on the Property including, without limitation, asbestos, flammable substances, explosives, radioactive materials, hazardous wastes, toxic substances, pollutants, pollution, contaminant, polychlorinated bypheryls ("PCBs"), urea formaldehyde foam insulation, radon, corrosive, irritant, biologically infectious materials, petroleum product, garbage, refuse, sludge, hazardous or waste materials, and there has been no use of the Property that may, under any federal, state or local environmental statute, ordinance or regulation, require, at any time, any closure or cessation of the use or occupancy of the Property and/or impose, at any time, upon the owner of the Property any clean-up or other monetary obligation. Seller hereby indemnifies and holds Buyer harmless of, from and against any and all liability, loss or damage suffered or incurred as a result of a claim, demand, cost or judgment in favor of a third party, including, without limitation, any governmental authority, arising from the deposit, storage, disposal, burial, dumping, injecting, spilling, leaking, or other placement or release in or on the Property of Hazardous Substances or Wastes during Seller's period of ownership. To the best of Seller's knowledge, neither the Property nor any portion thereof, have been identified on the federal CERLIS, the National Priorities List (40 C.F.R. Part 300, App. B) or any state or local list of potential hazardous waste disposal sites or as an industrial establishment. Seller has conducted a complete and thorough inspection and test of the underground storage tanks located on the Property, if any, and Seller has confirmed that, to the best of its knowledge, the results thereof show compliance with all requirements of the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. Sections 6901 et seq. and all other applicable federal, state and local laws, and Seller has taken all other necessary and appropriate action to comply fully therewith.

(20) To the best of Seller's knowledge, all adequate utilities, useable public sanitary and storm sewers, public water facilities, electric facilities and, if any, gas facilities (collectively, the "Utilities"), are installed in, and are duly connected to, the

Real Property the sanitary sewer system has been dedicated to, and accepted by, the Municipal Utility Authority, and can be used without charge except the normal and usual metered utility charges and water and sewer charges. All Utilities required for the operation of the Property either enter the Property through adjoining public streets or, if they pass through adjoining public land, do so in accordance with valid public easements or private easements which will inure to the benefit of Buyer at no cost to the owner of the Property. All of said Utilities are installed and operating and all installation, connection and "tap-in" charges have been paid for in full.

(21) No work has been performed or is in progress at, and no materials have been furnished to the Property which, though not presently the subject of, might give rise to construction, mechanic's, materialmen's, municipal or other liens against the Property or any portion thereof, except that for which full and complete releases have been obtained. If any lien for any such work is filed before or after Closing, Seller shall promptly discharge the same.

(22) To the best of Seller's knowledge, none of the artwork being a part of the Personal Property was prepared on a "work for hire" basis and none of the artwork was commissioned after 1991.

(23) To the best of Seller's knowledge, all applicable charges, fees and assessments (including condominium fees, to the extent applicable) and any and all other sums due under declarations, cross-easements and like agreements to which the Property or any portion thereof may be subject, have been paid, and no special assessments thereunder are pending, there is no constituted Board of Directors for the Property or the development and all consents and approvals required to be obtained under any such declarations, cross-easements and like agreements have been obtained pursuant to the requirements of such documentation and Seller shall pay for all 1997 retension basin charges due to the adjacent Shopping Center under that certain recorded Declaration dated _____________, 1997.

(24) To the best of Seller's knowledge, all debts, liabilities, and obligations of Seller arising out of the construction, ownership, and operation of the Property including, but not limited to, construction costs, salaries, taxes, accounts payable and the like, have been paid as they became due and payable and shall continue to be so paid from the date hereof until the Closing Date.

It is agreed and understood that Buyer intends to perform its own due diligence, investigation and analysis in connection with the transaction contemplated by this Agreement. If and to the extent that Buyer determines prior to the Due Diligence Termination Date that any or all of the representations and warranties made in this Agreement by Seller shall be untrue as a result of such due diligence, investigation or analysis, Buyer shall not be entitled to rely on such representation(s) and warranty(ies) contained in this Agreement and the same shall be deemed to have been deleted from this Agreement as to such matters. Accordingly, in the event that the Buyer has now or hereafter acquires prior to the Due Diligence Termination Date actual

knowledge that one or more of the representations and warranties of Seller are not true, no such fact or circumstance known to Buyer shall be made the basis of a claim by the Buyer of a breach of representation or warranty by Seller.

Notwithstanding anything to the contrary contained in this Agreement, in the event any representation, agreement or undertaking made by Seller in this Agreement shall prove to be false and the cost or expense incurred or likely to be incurred by Buyer as a result thereof shall not exceed $50,000 in the aggregate, such misrepresentation, agreement or undertaking shall be deemed "immaterial" and shall not give rise to any right of Buyer to terminate or refuse to close title under this Agreement or give rise to any right of action for money damages or specific performance and Buyer hereby waives all its rights, claims and remedies relating thereto. Buyer's sole remedy in the event any representation, agreement or undertaking of Seller which is discovered by Buyer at or prior to the Closing herein shall prove to be false and the cost or expense incurred or likely to be incurred by Buyer as a result thereof exceeds $50,000 shall be to terminate this Agreement by written notice given at or prior to Closing, which notice shall specify in detail the nature of the misrepresentation and identify in detail the costs incurred or likely to be incurred by Buyer, and thereupon Buyer shall receive a refund of the Deposit, and Seller shall reimburse Buyer for Buyer's Reasonable Costs and Due Diligence Costs. To the extent Buyer has actual knowledge that any representation, agreement or undertaking is false at or prior to the Closing, and does not or is not permitted to terminate this Agreement, Buyer hereby waives all of its rights, claims and remedies relating thereto.

As to any representation or warranty made in this Agreement which is qualified as being to the best knowledge of Buyer or Seller, it is agreed and understood that such party shall be under no obligation to conduct any independent investigation or inquiry regarding the matters covered by such representation and warranty. Buyer or Seller will be deemed to have knowledge of a particular matter only if the facts and circumstances thereof are actually known to such party making such representation or warranty.

(b) Buyer hereby represents and warrants as follows, all of which shall be true and correct at, and as of, the date hereof:

(1) Buyer is a real estate investment trust duly formed and validly existing under the laws of the State of Maryland, and is in good standing with the State Department of Assessments and Taxation of Maryland.

(2) Subject to Paragraph 9(b)5, below, Buyer has all necessary power and authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby, without the consent or authorization of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have been or will be given, prior to the Closing. This Agreement constitutes, and the other documents and instruments to be

delivered by Buyer pursuant hereto when delivered will constitute, the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms.

(3) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (a) violate any provision of any organizational document of Buyer, or (b) constitute a violation of or be in conflict with or constitute a default under any term or provision of any material agreement, instrument or lease to which Buyer is a party.

(4) There is no litigation, proceeding or action pending, or, to the best of Buyer's knowledge, threatened against or relating to Buyer which might materially and adversely affect the ability of Buyer to consummate the transactions contemplated hereby or which questions the validity of this Agreement or any action taken or to be taken by Buyer pursuant hereto.

(5) The execution and delivery of this Agreement shall have been approved by the trustees of Buyer on or prior to the Due Diligence Termination Date and no further action shall thereupon be required on the part of Buyer to consummate the transaction contemplated hereby. The signatories for Buyer are authorized and empowered to bind Buyer to this Agreement and all transactions contemplated herein.

(6) Except as otherwise set forth in Paragraph 9(b)5, above, no consent, approval or authorization of, or declaration, filing or registration with, any governmental agency is required in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereunder by the Buyer or the Partnership.

(7) Buyer has sufficient funds available to consummate the transaction contemplated by this Agreement, without the necessity of third-party financing other than other than Buyer's existing revolving credit facility administered by Nationsbank, N.A. Buyer acknowledges that its obligations hereunder are not conditioned upon any third party financing or capital infusion by another party.

(8) The information contained in Buyer's Form 10-K for the year ended December 31, 1996, was prepared in all material respects in accordance with and complied in all material respects with the requirements of the rules of the Securities and Exchange Commission, and did not at the time that it was filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

All of the representations and warranties set forth in this Section 9 shall be deemed renewed by Seller and Buyer on the Closing Date and shall, as a condition to each party's

obligation to close hereunder, be recertified by each party as being true and correct in all material respects as of the Closing Date as if made at such time (it being understood that specific, numbered representations and warranties that speak of a specified date shall only continue to speak as of the date so specified), and all such representations shall survive for a period of one year from the Closing.

10. Access To The Property.

(a) Buyer and/or its agents and representatives, during normal business hours and after reasonable advance notice to Seller, may enter upon any of the Real Property from time to time prior to the Closing Date, accompanied by an agent of Seller, for purposes of conducting such inspections, investigations and/or studies as Buyer deems necessary, including, without limitation, financial reviews, physical inspections, lease reviews and environmental reviews and testing, which activities may include test borings and soil samplings ("Buyer's Due Diligence Activities"). Buyer's access to the Real Property shall be subject to the rights of the Tenants of any of the Real Property, who shall not be unreasonably disturbed during any such inspection by Buyer. Buyer shall not engage in any activity in or about the Real Property which directly or indirectly violates the terms of any governmental or quasi-governmental statute, rule, regulation, order or practice. Buyer shall not make any physical changes to any of the Real Property, except for test borings and soil samplings which shall be performed only by licensed engineers reasonably acceptable to Seller and only after three (3) business days' prior notice to Seller. Buyer may contact any governmental or quasi-governmental authorities concerning the Property without the prior written approval of Seller. Seller shall have the opportunity to observe any and all action taken by Buyer or its representatives, consultants, agents, etc. pursuant to this paragraph 10. All information set forth in any document which Seller has granted to Buyer the express right to review, if any, shall be held in strict confidence until Closing and thereafter in the event Closing does not occur. If Buyer violates its obligations under this Paragraph 10(a) or in the event of any physical damage to any of the Real Property or any Personal Property resulting, directly or indirectly, from the exercise by Buyer of its rights under this Paragraph 10(a), Buyer hereby agrees to restore the Real Property and Personal Property to their respective conditions prior to incurring such damage. Buyer hereby agrees to indemnify, defend and hold harmless Seller from and against all physical damage to any of the Real Property and Personal Property, personal injury and/or any other claims or liability which may occur as a result of Buyer's (or Buyer's agents, employees, invitees or licensees) entry or activities upon any of the Real Property. The provisions of this Paragraph 10(a) shall survive Closing or other termination of this Agreement.

(b) Buyer, or any of Buyer's consultants performing physical tests on the Real Property shall maintain public liability insurance policies (naming Seller as an additional named insured with respect to any liability occurring on the Real Property), with combined single limit coverage of at least $1,000,000, insuring against claims arising as a result of the inspections of Buyer, its agents, employees or such contractors at any of the Real Property.

A certificate of insurance evidencing the foregoing coverage shall be delivered to Seller prior to Buyer's or any of Buyer's consultants' entry on to any of the Real Property.

(c) In the event Closing does not occur or this Agreement is terminated, Buyer shall promptly return to Seller any documents obtained from Seller or Seller's agents and deliver, to Seller without charge, copies of all written test results, studies, reports and similar materials obtained by or on behalf of Buyer relating to any of the Real Property.

11. Due Diligence Period; Additional Provisions.

(a) During the period commencing on the Effective Date and ending at 5:00 p.m. E.S.T. on the Due Diligence Termination Date, Buyer may, subject to the provisions set forth in Paragraph 10 above, review all plans and specifications, condition of title, agreements relating to and the availability of utilities, environmental conditions, the physical condition of the existing improvements, compliance by the Property with zoning, licensing and all other governmental requirements, Leases for any of the Real Property, operating statements pertaining to the Property and all other aspects and conditions of the Property which Buyer may decide to review (collectively, "Buyer's Due Diligence Activities"), all as Buyer shall deem appropriate). In connection with Buyer's Due Diligence Activities, Seller has delivered or will deliver to Buyer various documents, reports and materials (collectively, the "Seller Due Diligence Materials"). BUYER UNDERSTANDS AND HEREBY ACKNOWLEDGES AND AGREES THAT THE SELLER DUE DILIGENCE MATERIALS ARE BEING DELIVERED TO BUYER WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER BY SELLER OR BY THE PREPARER OF SUCH SELLER DUE DILIGENCE MATERIALS, WITH THE SOLE EXCEPTION OF ANY REPRESENTATION OR WARRANTY AS TO THE CORRECTNESS, ACCURACY OR COMPLETENESS THEREOF WHICH IS EXPRESSLY SET FORTH IN THIS AGREEMENT.

(b) If, as a result of Buyer's Due Diligence Activities or otherwise, Buyer shall conclude, for any reason or for no reason, that it does not wish to proceed with the transaction contemplated by this Agreement, it may terminate this Agreement by written notice delivered to and received by Seller on or before 5:00 P.M. E.S.T. on the Due Diligence Termination Date (as to which date time shall be of the essence), with a simultaneous copy thereof to the Escrow Agent. In the event of such timely termination of this Agreement by the Buyer, the Escrow Agent shall make the delivery of funds contemplated under Paragraph 1 of the Escrow Terms, and this Agreement shall thereupon be null and void and of no further force or effect, except as to those matters which expressly survive such termination.

(c) Seller shall obtain, prior to the Closing the Non-Applicability Letter from the NJDEP or its successor. In furtherance of the foregoing, Seller shall apply for the Non-Applicability Letter promptly after the Effective Date, and shall pursue the same diligently and in good faith.

(d) Buyer agrees to prepare and forward to Seller, at Buyer's sole cost and expense, certificates (the "Estoppel Certificates") for execution by the Tenants which shall at Buyer's election, either (i) be in such form or contain such information as the Tenant from whom request is made is obligated under its Lease to execute and deliver for execution by the Tenants (the "Required Form"), or (ii) in the form annexed hereto as Exhibit "O". Seller agrees to deliver the Estoppel Certificates to the Tenants promptly after Buyer's written election as to the form to be used (which election shall be made not later than five (5) days after the date hereof), and to use all reasonable and diligent efforts to obtain executed copies of same from such Tenants prior to the Closing. It shall be a condition to Buyer's obligations hereunder that, at or prior to Closing, Estoppel Certificates shall have been obtained from at least 75% of the Tenants at each Property, including those identified on Exhibit "P" annexed hereto and made a part hereof (the "Identified Tenants"), BUT ONLY IF THE INITIAL REQUEST MADE OF SUCH TENANT WAS FOR AN ESTOPPEL CERTIFICATE IN THE REQUIRED FORM, provided, however, if an estoppel in the Required Form is not obtained from an Identified Tenant, Seller may, in lieu thereof, deliver its certificate containing the information set forth on the Required Form, which certificate shall serve as Seller's representation as to the facts stated therein, which representation shall survive for a period of six (6) months following the Closing. In no event shall Buyer's obligations under this Agreement be conditioned, in whole or in part, upon the delivery of Estoppel Certificates from any Tenant in other than the Required Form.

12. Condemnation. Seller covenants and warrants that Seller has not received any written notice of any condemnation proceeding or other proceeding in the nature of eminent domain in connection with the Real Property, and has no actual knowledge of any threatened condemnation. As used herein, a "material taking" shall mean a taking of either an entire Real Property, more than twenty percent (20%) of a Building or more than 10% of the parking area of a Real Property. If, prior to the Closing, any such proceeding affecting a material portion of any of the Real Property is commenced, Seller agrees promptly to notify Buyer thereof. In the event of a material taking of one or more Real Property or commencement of proceedings in connection with such a taking, Buyer may, at its sole option exercised by delivery of written notice thereof within ten (10) days after receipt of such written notice thereof, (x) proceed to Closing as provided in this Paragraph 12 without an abatement of the Purchase Price and at Closing Seller shall assign to Buyer, without recourse, all condemnation proceeds paid or payable with respect thereto; or (y) terminate this Agreement with respect to the Property as to which a material taking has occurred, whereupon this Agreement shall terminate with respect to such Real Property and this Agreement shall continue in full force and effect with respect to all of the remaining Real Property, and at Closing, Buyer shall pay to Seller the aggregate of the Allocated Prices for the remaining Real Property. Provided Buyer shall have waived its right to terminate this Agreement with respect to the Real Property so taken, as provided above, Seller shall not, from and after the Due Diligence Termination Date, settle or adjust any claims relating to a condemnation without Buyer's prior approval, which shall not be unreasonably withheld or delayed.

13. Damage By Fire Or Other Casualty.

(a) Seller shall promptly notify Buyer of damage to the Improvements occurring by reason of casualty during the period between the Effective Date and the Closing Date. Seller shall timely notify any insurance companies with respect to any damage and shall promptly submit claims for such damage. Provided Buyer shall have waived its right to terminate this Agreement with respect to the Real Property so damaged, as provided below, Seller shall not, from and after the Due Diligence Termination Date, settle or adjust any claims relating to a casualty without Buyer's prior approval, which shall not be unreasonably withheld or delayed.

(b) If (i) any portion of the Improvements is damaged by fire or casualty after the Execution Date and the Improvements so damaged are not repaired or restored on or before Closing to substantially the condition existing prior to the damage, and (ii) at the time of Closing, the estimated cost of repairs by reason of such fire or casualty to the Improvements, as determined by an independent adjuster is, with respect to any of the Real Property so damaged, an amount equal to or less than ten percent (10%) of the Purchase Price for such Real Property, there shall be no abatement or adjustment in the Purchase Price and, provided the loss or damage is a covered loss under Seller's insurance policy, Buyer shall be required to purchase all of the Real Property in accordance with the terms of this Agreement and, at Closing, Seller shall assign to Buyer, without recourse, all insurance claims and proceeds with respect thereto (less sums theretofore expended, if any, by Seller for emergency repairs or barricades) and Seller shall credit Buyer at Closing with the amount of any applicable deductible. Seller shall have no liability or obligation with respect to the condition of any of the Real Property as a result of any such fire or casualty. If the repair to, or the restoration of, the Improvements so damaged has not been completed as aforesaid and, at the time of Closing, the estimated cost of such repair or restoration, as determined by such independent adjuster, for any of the Real Property is an amount which is greater than ten percent (10%) of the Purchase Price for the applicable Real Property, Buyer may, at its sole option, (x) proceed to Closing as provided in this Paragraph 13(b) without an abatement of the Purchase Price and at Closing Seller shall assign to Buyer, without recourse, all insurance claims and proceeds with respect thereto (less sums theretofore expended, if any, by Seller for emergency repairs or barricades) and Seller shall credit Buyer at Closing with the amount of any applicable deductible; or (y) terminate this Agreement with respect to the Property which have suffered damage to the Improvements by fire or other casualty in an amount which exceeds ten percent (10%) of the Purchase Price for such Real Property(s) whereupon this Agreement shall terminate with respect to such damaged Real Property(s) and this Agreement shall continue in full force and effect with respect to all of the remaining Real Property, and at Closing, Buyer shall pay to Seller the aggregate of the Purchase Prices for the remaining Real Property. Buyer shall assign all of its right, title and interest in and to any and all insurance policies and insurance proceeds relating to such of the Real Property for which this Agreement has been terminated.

14. Default.

(a) If Buyer shall default in its obligations to pay the Purchase Price and complete Closing in accordance with the terms of this Agreement, then, as Seller's sole and exclusive remedy therefor, Seller shall be entitled to retain the Deposit as liquidated and agreed upon damages for the losses and injuries which Seller shall have sustained and suffered as a result of Buyer's default, and thereupon this Agreement and Buyer's obligations hereunder shall be terminated except as expressly provided in this Agreement. It is agreed that the provisions of this Paragraph 14(a) for liquidated and agreed upon damages are a bona fide provision for such and are not a penalty, the parties understanding that by reason of the withdrawal of the Real Property from sale to the general public at a time when other parties would be interested in purchasing such Real Property, that Seller shall have sustained damages which will be substantial, but will not be capable of determination with mathematical precision. Therefore, this provision for liquidated and agreed upon damages has been incorporated as part of this Agreement as a provision beneficial to both parties.

(b) If Seller shall default in its obligation to deliver any of the Deeds or other items described in Paragraph 5 hereof, upon Buyer's (i) tender of the full Purchase Price and (ii) compliance with all of the material terms and conditions of this Agreement, Buyer shall have the sole option of terminating this Agreement and receiving the return of the Deposit, together with payment by Seller of (A) Buyer's Reasonable Costs, and (B) Buyer's actual, documented out-of-pocket costs and expenses incurred in connection with its Due Diligence Activity, not to exceed Fifteen Thousand Dollars ($15,000) ("Due Diligence Costs") for the Property or (Y) to seek specific performance of Seller's obligation to convey the Real Property in accordance with this Agreement. If Buyer elects to terminate this Agreement, upon payment of the sums described above, Seller shall be released and relieved of any further liability and this Agreement shall thereupon be null and void. Except as expressly set forth above, Buyer hereby waives any right which Buyer may have to any lis pendens or other lien or encumbrance against any of the Real Property, equitable relief, consequential or punitive damages, loss of profits, costs related to in-house or other overhead allocations, and damages. The remedies set forth herein shall be Buyer's sole remedies pursuant to this Agreement, or otherwise at law or in equity shall become null and void if Closing occurs (except as to obligations hereunder which by their terms expressly survive Closing), and shall not apply to a defect in title, the remedies for which are set forth in Paragraph 5(b) hereof, or to any inability on the part of Seller to perform its obligations under this Agreement.

15. Operations Prior To Closing.

(a) Seller agrees to operate the Property between the Execution Date and the Closing Date in the same general manner as Seller has operated the Property during the immediately preceding six (6) month period, paying all costs and expenses as they come due, and in any event prior to Closing, and maintaining all insurance coverage currently in force.

(b) Seller shall comply with all of the obligations of landlord under the Leases and all other agreements and contractual arrangements affecting the Real Property by which Seller is bound or to which the Real Property, or any of them, are subject, and which will be binding upon Buyer or a lien upon such Real Property, after the Closing.

(c) Seller shall notify Buyer promptly of Seller's receipt of any notice from any party alleging that Seller is in default of its obligations under any of the Leases or any Permit or agreement affecting the Real Property, or any portion or portions thereof.

(d) No contract for or on behalf of or affecting the Real Property shall be negotiated or entered into which cannot be terminated by Seller upon the Closing without the payment of a specific charge, cost, penalty or premium for such termination.

(e) Except with the prior written consent of Buyer, which Buyer agrees it shall not unreasonably withhold, condition or delay, Seller shall not enter into any new leases for any portion of the Real Property. Any new lease shall be on Buyer's customary form (which may vary to reflect customary negotiated revisions thereto), or such other form which is reasonably acceptable to Buyer. Further, except with the prior written consent of Buyer, which Buyer agrees it shall not unreasonably withhold, condition or delay, or as set forth above, Seller shall not amend, extend (except where required under the terms of the Lease in question), terminate (except by reason of a tenant's default), accept surrender of, or permit any assignments or subleases of, any of the Leases (except as may be required under such Lease), nor accept any rental more than one (1) month in advance (exclusive of any security deposit).

(f) Seller shall not make or permit to be made any capital improvements or additions to the Real Property, or any portion thereof, without the prior written consent of Buyer, except those made by Seller pursuant to the express requirements of this Agreement, those made by tenants pursuant to the right to do so under their Leases, or by Seller if required by applicable law or ordinance, or as required under any Lease.

(g) Seller shall timely bill all tenants for all rent billable under Leases, and use commercially reasonable efforts to collect any rent in arrears.

(h) Seller shall notify Buyer of any tax assessment disputes (pending or threatened) prior to Closing, and from and after the Due Diligence Expiration Date, Seller not agree to any changes in the real estate tax assessment, nor settle, withdraw or otherwise compromise any pending claims with respect to tax assessments relating to the current or any subsequent year, without Buyer's prior written consent, which shall not be unreasonably withheld, delayed or conditioned. If any proceedings shall result in any reduction of assessment and/or tax for the tax year in which the Closing occurs, it is agreed that the amount of tax savings or refund for such tax year, less the reasonable fees and disbursements in connection with such proceedings, shall be apportioned between the parties as of the date real estate taxes are apportioned under this Agreement. All refunds relating to any tax year prior to the Closing shall

be the sole property of Seller, and all refunds relating to any year subsequent to the year in which Closing occurs shall be the sole property of Buyer. Each party agrees to promptly remit to the other any refund received by it which is the property of the other.

(i) Seller shall notify Buyer promptly of the occurrence of any of the following:

(i) Receipt of notice from any governmental or quasi-governmental agency or authority or insurance underwriter relating to the condition, use or occupancy of the Real Property, or any portion thereof;

(ii) Receipt of any notice of default from any tenant or from the holder of any lien or security interest in or encumbering the Real Property, or any portion thereof;

(iii) Notice of any actual or threatened litigation against Seller or affecting or relating to the Real Property, or any portion thereof which may materially and adversely affect the Real Property or Seller's ability to consummate the transactions contemplated by this Agreement; and

(iv) Vacancy of any demised Property by a tenant, other than in accordance with a scheduled lease termination.

16. Property Conveyed "AS-IS, WHERE IS". IT IS UNDERSTOOD AND AGREED THAT, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, SELLER IS NOT MAKING AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE ECONOMICAL, FUNCTIONAL, ENVIRONMENTAL OR PHYSICAL CONDITION OF ALL OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE, ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITIONS, AVAILABILITY OF ACCESS, INGRESS OR EGRESS, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE ECONOMICAL, FUNCTIONAL, ENVIRONMENTAL OR PHYSICAL CONDITION OF THE PROPERTY INCLUDING, WITHOUT LIMITATION: (i) THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF ANY OF THE PROPERTY, (ii) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO ANY OF THE PROPERTY AND (iii) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF ANY OF THE PROPERTY. BUYER AGREES THAT WITH RESPECT TO THE PROPERTY, BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR ANY AGENT OF SELLER NOT EXPRESSLY SET FORTH IN THIS

AGREEMENT. BUYER REPRESENTS THAT IT IS A KNOWLEDGEABLE BUYER OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF BUYER'S CONSULTANTS, AND THE REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS AGREEMENT, SUBJECT, HOWEVER, TO THE LIMITATIONS CONTAINED HEREIN UPON SUCH REPRESENTATIONS AND WARRANTIES, AND THAT SELLER HAS OR SHALL HAVE AFFORDED BUYER WITH A FULL AND COMPLETE OPPORTUNITY TO MAKE ITS OWN INDEPENDENT INVESTIGATION OF THE PROPERTY AND ALL MATTERS PERTAINING THERETO INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF AND, UPON CLOSING, SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER'S INSPECTIONS AND INVESTIGATIONS. BUYER ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS," WITH ALL FAULTS, AND THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS (EXCEPT AS HEREIN SPECIFICALLY PROVIDED), COLLATERAL TO OR AFFECTING ANY OF THE PROPERTY BY SELLER, ANY AGENT OF SELLER OR ANY THIRD PARTY. BUYER EXPRESSLY AGREES THAT THE TERMS AND CONDITIONS OF THIS PARAGRAPH 16 SHALL EXPRESSLY SURVIVE THE CLOSING AND NOT MERGE THEREIN AND SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO ANY OF THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO IN THIS AGREEMENT.

17. Conditions Precedent to Closing.

The obligations of Buyer hereunder are subject to the fulfillment of the following conditions prior to or on the Closing Date (any one of which may be waived in whole or in part by Buyer at or prior to the Closing) and in the event any of the conditions are not complied with, Buyer may terminate this Agreement by notifying the Seller and Escrow Agent and thereupon shall be returned the Deposit and thereafter this Agreement shall be null and void:

(a) Correctness of Warranties and Representations. The warranties and representations made by Seller in this Agreement shall be true and correct on the Closing Date as though such representations and warranties were made on the Closing Date (except for changes in the Leases permitted under the terms of this Agreement).

(b) Compliance with Terms and Conditions. Seller shall have performed and complied with all of the terms and conditions required by this Agreement to be performed and complied with by it prior to or on the Closing Date.

(c) Buyer's Satisfaction with Inspection. Buyer shall have notified Seller of Buyer's satisfaction with the inspection performed under
Section 11 of this Agreement, or shall fail to notify Seller on or before the Due Diligence Expiration Date, of Buyer's dissatisfaction with the results of such review.

18. Brokers.

(a) Seller and Buyer each represent to the other that neither Seller nor Buyer has dealt with any real estate broker, dealer or salesman in connection with the subject transaction.

(b) Seller and Buyer shall and hereby each agree to indemnify, defend, and hold harmless the other from and against any loss, damage, or claim resulting from a breach of the representations of Seller and Buyer set forth in Paragraph 18(a) hereof.

(c) The provisions of this Paragraph 18 shall survive Closing hereunder, or any other termination of this Agreement.

19. Notices. All notices, requests and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered (i) in person, or (ii) by certified mail, return receipt requested, or
(iii) by recognized overnight delivery service providing positive tracking of items (for example, Federal Express), or (iv) by confirmed telecopier, in each case addressed as follows (or at such other address of which Seller or Buyer shall have given notice as herein provided):

If to Buyer, addressed to:

Brandywine Operating Partnership, L.P.

Newtown Square Corporate Campus
16 Campus Boulevard
Suite 150
Newtown Square, PA 19073
Attn: Gerard H. Sweeney,
President and Chief Executive Officer

with a copy in each instance to:

Brad A. Molotsky, General Counsel
Brandywine Operating Partnership, L.P.
Newtown Square Corporate Campus
16 Campus Boulevard
Suite 150
Newtown Square, PA 19073

If to Seller, addressed to:

English Creek Partners #1, Limited Partnership 20 E. Clementon Road, Suite 201 Gibbsboro, New Jersey 08026 Attention: R. Randle Scarborough

with a copy in each instance to:

Kelly Young, Esquire
20 East Clementon Road, Suite 202 Gibbsboro, New Jersey 08026

If to Escrow Agent, addressed to:

M. Gordon Daniels, Esquire Commonwealth Land Title Insurance Company 1700 Market Street Philadelphia, Pennsylvania 19103

or to such-other address or addresses and to the attention of such other person or persons as any of the parties may notify the other in accordance with the provisions of this Agreement. All such notices, requests and other communications shall be deemed to have been sufficiently given for all purposes hereof only if given pursuant to the foregoing requirements as to both manner and address, and only upon receipt (or refusal to accept delivery) by the party to whom such notice is sent. Notices by the parties may be given on their behalf by their respective attorneys.

20. Successors And Assigns. Except to a subsidiary or related party, Buyer may not assign this Agreement or any rights herein or any portion hereof without the prior written consent of Seller, which may be withheld for any reason or for no reason, except that no such consent shall be required to an assignment of this Agreement by Buyer to the Partnership. This Agreement shall apply to, inure to the benefit of and be binding upon and enforceable against the parties hereto and their respective permitted successors and assigns, to the same extent as if specified at length throughout this Agreement.

21. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one and the same Agreement.

22. Time Of The Essence. Time is of the essence of each and every provision in this Agreement. If any time period or date ends on a day or time which is a weekend, legal holiday or bank holiday, such period shall be extended to the same time on the next business day.

23. Judicial Interpretation. Should any provision of this Agreement require judicial interpretation, it is agreed that the court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agent prepared the same, it being agreed that the agents of all parties have participated in the preparation of this Agreement.

24. Captions And Recitals. The captions contained herein are not a part of this Agreement and are included solely for the convenience of the parties.

25. Entire Agreement. This Agreement and the Exhibits and Schedules attached hereto contains the entire agreement between the parties relating to the acquisition of the Property, all prior negotiations between the parties are merged by this Agreement and there are no promises, agreements, conditions, undertakings, warranties or representations, oral or written, express or implied, between them other than as herein set forth. No change or modification of this Agreement shall be valid unless the same is in writing and signed by the parties hereto. No waiver of any of the provisions of this Agreement, or any other agreement referred to herein, shall be valid unless in writing and signed by the party against whom it is sought to be enforced.

26. Governing Law; Venue.

(a) This Agreement and the rights and duties of the parties hereto and the validity, construction, enforcement and interpretation of this Agreement shall be governed by the laws of the State of New Jersey.

(b) With regard to any litigation arising out of or involving this Agreement, each party hereto: (i) irrevocably submits to the jurisdiction of the state and federal courts of the State of New Jersey and agrees and consents to service of process being made upon it in any legal proceeding arising out of or in connection herewith by service of process provided by the law of the State of New Jersey; (ii) irrevocably waives, to the fullest extent permitted by law, any objection which it now or hereafter may have to the laying of venue of any litigation arising out of or in connection with this Agreement brought in the State Courts of New Jersey or the United States District Court for the District of New Jersey; (iii) irrevocably waives any claims that any litigation brought in any such court has been brought in an inconvenient forum; and (iv) irrevocably agrees that any legal proceeding against any party hereto arising out of or in

connection with this Agreement shall be brought in either the State Courts of New Jersey or the United States District Court for the District of New Jersey.

27. Confidentiality. Each of the parties to this Agreement covenants that it shall not communicate the terms or any aspect of this transaction prior to the Closing with any person or entity other than the other parties to this Agreement, except for Seller's agents, consultants, counsel and representatives of Buyer for Buyer's Due Diligence Activities and financing purposes, unless Buyer is advised by its counsel that applicable securities laws and regulations require. In addition, Buyer covenants that if it undertakes any investigation of the Property, it shall conduct such investigation of the Property as described herein and with the degree of confidentiality as Buyer would apply with respect to its own proprietary information. Notwithstanding the foregoing, at any time after expiration of the Due Diligence Period, Buyer may issue one or more press releases (which shall not disclose financial terms), if necessary or appropriate to comply with applicable securities laws and regulations.

28. Limitation Of Liability. No recourse shall be had for any obligation of Brandywine Realty Trust or Brandywine Operating Partnership, L.P. under this Agreement or under any document executed in connection herewith or pursuant hereto, or for any claim based thereon or otherwise in respect thereof, against any past, present or future trustee, shareholder, officer or employee of Brandywine Realty Trust or Brandywine Operating Partnership, L.P., whether by virtue of any statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being expressly waived and released by the Seller and all parties claiming by, through or under Seller.

Except for breaches of the representations or warranties set forth in Sections 9 and 18 herein which shall be full recourse obligations to the general partners of Seller, no recourse shall be had for any obligation of Seller under this Agreement or under any document executed in connection herewith or pursuant hereto, or for any claim based thereon or otherwise in respect thereof, against any past, present or future limited partner or employee of Seller whether by virtue of any statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being expressly waived and released by the Buyer and all parties claiming by, through or under Buyer.

29. SEC Reporting (8-K) Requirements. For the period of time commencing on the date hereof and continuing through the first anniversary of the Closing Date, Seller shall, from time to time, upon reasonable advance written notice from Buyer, provide Buyer and its representatives, with access to all financial and other information then in Seller's possession pertaining to the period of Seller's ownership and operation of the Real Property, which information is relevant and reasonably necessary, in the opinion of Buyer's outside, third party accountants (the "Accountants"), to enable Buyer and its Accountants to prepare financial statements in compliance with any or all of (a) Rule 3-05 or 3-14 of Regulation S-X of the Securities and Exchange Commission (the "Commission"), as applicable; (b) any other rule issued by the Commission and applicable to Buyer; and (c) any registration statement, report or

disclosure statement filed with the Commission by, or on behalf of Buyer. Seller shall deliver to Buyer's accountants a representation letter (the "Letter"), in the form annexed hereto as Exhibit "Q", provided that Buyer (and any assignee or designee acquiring title to the Real Property) shall indemnify and hold Seller harmless from and against any claim, damage, loss or liability including, without limitation, legal fees incurred by Seller in investigating, defending against or settling any such matter and the amount of any such settlement to which Seller is at any time subjected, bonafide or not, by any person who is not a party to this Agreement as a result of its delivery of the information described in this Paragraph, or delivery of the Letter. The Buyer acknowledges that the Seller is not making any representation or warranty regarding such information as is delivered in accordance with the terms of this Paragraph except to the extent set forth in the Letter or otherwise expressly set forth in this Agreement.

30. Partial Invalidity. If any term, covenant or condition of this Agreement, or the application thereof, to any person or circumstance shall be invalid or unenforceable at any time or to any extent, then the remainder of this Agreement, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby. Each term, covenant and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law.

31. No Recordation. Buyer shall not be entitled to record this Agreement or a memorandum or other notice of this Agreement in any public office. This Paragraph shall be deemed to be a specific directive to the officials of such public office NOT to accept this Agreement or a memorandum or other notice of this Agreement for recordation in any form whatsoever. Any violation of the provisions of this Paragraph 31 shall constitute an immediate default by Buyer under this Agreement.

32. Tender. Formal tender of an executed deed and purchase money is hereby waived by Buyer.

33. Further Assurances. After the Closing, Seller shall execute, acknowledge and deliver, for no further consideration, all assignments, transfers, deeds and other documents as Buyer may reasonably request to vest in Buyer and perfect Buyer's right, title and interest in and to the Property.

34. Jury Trial Waiver. BUYER AND SELLER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT EACH MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT AND AGREE THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

35. No Offer. THE DELIVERY OF THIS AGREEMENT DOES NOT CONSTITUTE AN OFFER AND THIS AGREEMENT SHALL NOT BE BINDING AND SHALL HAVE NO FORCE AND EFFECT UNLESS AND UNTIL A FULLY EXECUTED COUNTERPART HEREOF HAS BEEN DELIVERED TO EACH OF THE PARTIES. IT IS EXPRESSLY UNDERSTOOD THAT SELLER HAS NO OBLIGATION TO EXECUTE THIS AGREEMENT.

36. Indemnification.

Without limitation of any other Seller indemnity obligations set forth herein, from and after the Closing Date, Seller shall indemnify, defend and save and hold harmless Buyer, and its respective trustees, directors, officers and employees, of, from and against any and all loss, cost, expense, damage, claim, and liability, including reasonable attorney's fees and court costs, including, without limitation, attorney's fees and costs associated with the enforcement of Seller's indemnification obligations for all claims brought within one year of such Closing (hereinafter collectively, "Losses") which Buyer may suffer or incur, resulting from, relating to, or arising in whole or in part, from or out of (i) any misrepresentation or breach of a representation or warranty by Seller contained in this Agreement; (ii) any failure to fulfill any covenant or agreement of Seller contained in this Agreement; (iii) all litigation set forth in this Agreement and on Exhibits hereto; (iv) any and all actions, suits, investigations, proceedings, demands, assessments, audits, judgments, and/or claims arising out of or relating to any of the foregoing.

Promptly after receipt by Buyer of written notice of the commencement of any suit, audit, demand, judgment, action, investigation or proceeding (a "Third Party Action") or promptly after Buyer incurs a Loss or has knowledge of the existence of a Loss, Buyer will, if a claim with respect thereto is to be made against Seller due to Seller's obligation to provide indemnification hereunder, give Seller written notice of such Loss or the commencement of any Third Party Action; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve Seller of any of its obligations hereunder. Promptly after receiving such notice, Seller will, upon notice to Buyer, have the right to assume and control the defense and settlement of any such Third Party Action at its own cost and expense; provided, however, that it shall be a condition precedent to the exercise of such right by Seller that Seller shall agree in writing that the Loss, or Third Party Action, as the case may be, is properly within the scope of the indemnification obligation and that as between the parties, Seller shall be responsible to satisfy and discharge such Third Party Action. Seller shall not enter into any resolution or other compromise of a Third Party Action without obtaining the complete release of Buyer for any liability to all claimants under or pursuant to such Third Party Action. Buyer shall have the right to participate in any such defense, contest or other protective action at its own cost and expense.

Notwithstanding the foregoing, Buyer shall have the right to assume and control the defense and settlement of a Third Party Action (a) if such action includes claims for equitable

relief which, if determined adversely to Buyer, could reasonably be expected to interfere with its intended business operations or damage its business reputation or (b) if Seller fails to do so in a timely manner. In any circumstances in which Buyer undertakes to control the Third Party Action as provided in this paragraph, it shall (i) not enter into any resolution or other compromise involving monetary damages without obtaining the prior written consent of Seller provided that such written consent may not be withheld if it would interfere with Buyer's business operation and (ii) keep Seller informed on an ongoing basis of the status of such Third Party Action and shall deliver to Seller, copies of all documents related to the Third Party Action reasonably requested by Seller. Buyer shall act to assure that all attorneys' fees and expenses incurred in connection therewith are reasonable.

IN WITNESS WHEREOF, intending to be legally bound hereby, the parties have duly executed this Agreement as of the day and year first above stated.

SELLER:

ENGLISH CREEK PARTNERS #1, LIMITED
PARTNERSHIP

By:  /s/ R. Randle Scarborough
     -------------------------------------
     R. Randle Scarborough, its authorized
     general partner

BUYER:

BRANDYWINE REALTY TRUST, a
Maryland Real Estate Investment Trust

By:  /s/Gerard H. Sweeney
     -------------------------------------
      Name:  Gerard H. Sweeney
      Title:  President & CEO

The Undersigned Hereby Acknowledges
Receipt Of The Deposit And Agrees To
Hold And Apply The Same In Accordance
With The Provisions Of The Escrow Terms

Commonwealth Land Title Insurance Company:

By:  /s/M. Gordon Daniels
     -------------------------------------
      M. Gordon Daniels

EXECUTION

501 SCARBOROUGH DRIVE

AGREEMENT OF SALE

Between

ENGLISH CREEK PARTNERS #1, LIMITED PARTNERSHIP

and

BRANDYWINE REALTY TRUST

Dated as of December 5, 1997

Exhibit A               Description of Land
Exhibit B               List of Contracts
Exhibit C               Certified Rent Roll
Exhibit D               Permitted Exceptions
Exhibit E               Excluded Personal Property
Exhibit F               The Other Properties
Exhibit G               Form of Deed
Exhibit H               Bill of Sale
Exhibit I               Form of Assignment(s)
Exhibit J               Form of Non-Foreign Person Certification
Exhibit K               Pending Litigation
Exhibit L               Contracts Not Terminable with 30 days Notice
                        Management Agreement with Harbor Management Inc. to be
                        terminated and replaced with Buyer form of Management
                        Agreement
Exhibit M               Environmental Notices
Exhibit N               Outstanding Brokerage Commissions and TI
Exhibit O               Form of Estoppel Certificate
Exhibit P               Identified Tenants
Exhibit Q               Representation Letter

EXHIBIT 10.10

20 EAST CLEMENTON DRIVE
AGREEMENT OF SALE

THIS AGREEMENT OF SALE is made and entered into as of the 8th day of December, 1997 by and between PAINT WORKS CORPORATE CENTER-H, a New Jersey general partnership having its principal office at Scarborough Properties, 20 East Clementon Road, Suite 201, Gibbsboro, New Jersey 08026 ("Seller") and BRANDYWINE REALTY TRUST, a Maryland real estate investment trust or its nominee, having an address at Suite 150, 16 Campus Boulevard, Newtown Square, Pennsylvania 19073 (hereinafter referred to as the "Buyer").

RECITALS

A. Seller is the owner of a certain tract of land being comprised of six
(6) parcels of property, being Lot 3.02, Block 8.01 (part of 20 E. Clementon Drive), Lot 3, Block 8.01 (part of 20 E. Clementon Drive), and Lots 16.01, 16.06, 19.01 and 19.03, Block 7.04, together with the building and improvements thereon, including one office building containing approximately 38,534 square feet, commonly known as 20 East Clementon Road, Gibbsboro, New Jersey as more fully described on Exhibit A attached hereto; and

B. Seller desires and hereby agrees to sell, and Buyer desires and hereby agrees to acquire, all of Seller's right, title and interest in and to the Property (as hereinafter defined), subject to and on the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the mutual promises and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions Of Certain Terms. For all purposes of this Agreement, the following terms shall have the respective meanings set forth below:

"Agreement" shall mean this document entitled "Agreement of Sale", all exhibits and schedules attached hereto or made a part hereof and all amendments to this Agreement which are agreed to in writing and signed by all of the parties hereto.

"Assignments" shall have the meaning ascribed to that term in Paragraph 5(f) hereof.

"Closing Date" shall have the meaning ascribed to that term in Paragraph 4 hereof. The date upon which the Closing (as defined in Paragraph 4 below) actually occurs shall be the Closing Date.

"Contracts" shall mean all contracts and agreements with respect to the management (excluding property management agreements), operation, supply, maintenance, repair or construction affecting any of the Property, to the extent assignable by Seller, all as described in Exhibit "B" attached hereto and made a part hereof.

"Deposit" shall mean the Deposit delivered by Buyer to Escrow Agent pursuant to Paragraph 3(a) hereof, together with all interest earned thereon, if any.

"Due Diligence Termination Date" shall mean 5:00 p.m. E.S.T. on December 9, 1997.

"Effective Date" shall mean the date on which this Agreement has been fully executed and delivered by both parties hereto to each other.

"Escrow Agent" shall mean Commonwealth Land Title Insurance Company, 1700 Market Street, Philadelphia, Pennsylvania 19103.

"Escrow Terms" shall mean the escrow agreement to be entered of even date herewith between Title Company, Buyer and Seller.

"Improvements" shall mean those certain buildings and other improvements constructed and located on the Land as described on Exhibit A.

"Land" shall mean that certain parcel of real property located at 20 East Clementon Road and the parking lots appurtenant thereto, Gibbsboro, New Jersey.

"Leases" shall mean those certain leases (and guarantees thereof, if any) listed on Exhibit "C" attached hereto and made a part hereof, or hereafter entered into by Seller, as landlord, in accordance with the terms of this Agreement, for any space within any of the Improvements located on any of the Land.

"Licenses" shall mean the licenses, permits, approvals and agreements affecting any of the Real Property.

"Partnership" shall mean Brandywine Operating Partnership, L.P., a Delaware limited partnership whose sole general partner is Buyer.

"Permitted Exceptions" shall mean with respect to any of the Real Property (i) the lien of real estate taxes, water rent and sewer charges that are not due and payable on the Closing Date, (ii) the printed exclusions, conditions and stipulations contained in the Commitment (as hereinafter defined), (iii) additional exceptions to title set forth in Exhibit "D" to this Agreement, (iv) special assessments which become a lien on any of the Real Property on or after the Closing Date, and (v) such other title matters existing on the Closing Date which are

accepted or deemed accepted by Buyer pursuant to Paragraph 5 hereof; and (vii) the rights of Tenants of any of the Real Property pursuant to the Leases for all or any portion of any of the Real Property.

"Personal Property" shall (except as specifically excluded on Exhibit "E" hereto) mean all of Seller's right, title and interest in and to the tangible personal property including, without limitation, furniture, furnishings, equipment, machinery and fixed and movable fixtures, together with all component and replacement parts, owned by Seller, situated on any of the Real Property on the Closing Date, and all artwork, renderings, flags, awnings and trade dress; all architects', engineers', surveyors' and other real estate professionals' plans, specifications, certifications, reports, data or other technical descriptions (including, without limitation, all environmental, structural and mechanical inspection reports) to the extent the same are in Sellers' possession and are not proprietary in nature, and all building names and Seller's rights, if any, in and to the name "20 East Clementon Road."

"Property" shall mean the Real Property and such of the Contracts, Leases, Licenses, Personal Property and other rights, titles, interests and obligations which pertain to the Real Property and are intended to be conveyed, sold or otherwise transferred to Buyer by Seller pursuant to this Agreement.

"Real Property" shall mean the Land and the Improvements.

"Tenants" shall mean the tenants under the Leases.

2. Acquisition Of The Property. On the Closing Date, and subject to the terms and conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer and Buyer shall purchase from Seller the following:

(a) All right, title and interest of Seller in and to all of the Real Property;

(b) All right, title and interest of Seller, if any, in any land lying in the bed of any street, road, avenue or alley, open or closed, in front of or adjoining any of the Land, to the center line thereof;

(c) All right, title and interest of Seller, if any, in any easements, covenants, rights of way, privileges, hereditaments and other rights appurtenant to any of the Real Property;

(d) to the extent assignable to Buyer and approved by Buyer, all right, title and interest of Seller in and to the Contracts and the Licenses relating to any of the Real Property;

(e) all right, title and interest of Seller in and to the Leases; and

(f) all right, title and interest of Seller in and to the Personal Property.

3. Purchase Price And Time Of Payment. The Purchase Price (the "Purchase Price") to be paid by Buyer to Seller for the Property shall be Two Million Five Hundred Seventy Five Thousand Dollars ($2,575,000), as adjusted pursuant to Paragraph 7 of this Agreement, which shall be paid to Seller in the following manner:

(a) Twenty Thousand Dollars ($20,000) (the "Deposit") by check, subject to collection, payable to the order of the Escrow Agent, which shall be held and disbursed pursuant to the Escrow Terms. In addition thereto, by delivery, within two (2) business days next following the Due Diligence Expiration Date of Buyer's good check in the amount of $10,000.

(b) The balance of the Purchase Price shall be paid to Seller at the Closing by wire transfer of immediately available funds to an account designated by Seller.

4. Closing. The closing of the transaction contemplated by this Agreement (the "Closing") shall be held on or before December 12, 1997, but in any event no later than fifteen (15) days next following the Due Diligence Expiration Date, at the offices of Brandywine Realty Trust, Plaza 1000 at Main Street, Suite 400, Voorhees, New Jersey, commencing at 10:00 a.m., time being of the essence.

5. Title And Conveyance Of The Property.

(a) At Closing, title to the Real Property shall be insurable at regular rates by Commonwealth Land Title Insurance Company (the "Title Insurer"), free and clear of all liens, encumbrances and restrictions other than the Permitted Exceptions; provided, however, that if title to any of the Real Property is not insurable as aforesaid, Buyer's sole right and remedy shall be as set forth in paragraph 5(b) below.

(b) (i) Buyer has applied for a title insurance commitment (1992 ALTA Form with Creditor's Rights Exclusion Deleted) to be issued by the Title Insurer ("Commitment"), agreeing to issue to Buyer, upon recording of the Deeds (as hereinafter defined) for each of the Real Property, an owner's policy of title insurance as above specified ("Title Policy"). Said Commitments shall agree to insure the proposed title of the Buyer to each of the Real Property subject only to the Permitted Exceptions and such other title exceptions as Buyer has agreed to accept or is deemed to have accepted pursuant to this Paragraph. If any of the Commitments disclose any title exceptions in addition to the Permitted Exceptions and Buyer objects to such additional title exceptions (the "Title Defects"), Buyer shall notify Seller of such Title Defects with sufficient specificity to enable Seller to respond. Buyer's notice of any Title Defects shall be given in writing to Seller no later than the date which is five (5) business prior to the Due Diligence Termination Date, together with the Commitments and copies of all matters of

record raised therein as exceptions thereto, after which Buyer shall be deemed to have waived any and all Title Defects not so raised, except for Title Defects which are disclosed to Buyer in continuations of title issued subsequent to the issuance of the Commitments, unless Buyer fails to object to same in writing within three (3) business days after Buyer's receipt of the continuation of title in which the same is disclosed, in which case Buyer will be deemed to have waived such additional Title Defects. Seller shall have the right, but not the obligation (except as otherwise specifically provided), to cure such Title Defects and, if Seller elects to attempt to cure the Title Defects but has not cured same on or before the Closing Date, then the Closing Date may be extended by Seller at its sole option for up to thirty (30) days to enable Seller to effect such cure.

(ii) In the event that either (a) Seller is unable to convey title in accordance with the terms of this Agreement, (b) Seller elects not to cure or cause the removal of any exception to title, except as required in
(iii), below, or (c) if Seller is unable to satisfy any other conditions to Buyer's obligations under this Agreement, then (except as otherwise specifically provided in (iii), below) the sole liability of Seller shall be to (A) direct the Escrow Agent to return to Buyer the Deposit and (B) reimburse Buyer for the reasonable charges imposed by the Title Company for preparation of the Commitments (without the issuance of a policy) and for the reasonable fees paid by Buyer to update the existing surveys (collectively "Buyer's Reasonable Costs"), and upon such payments being made, this Agreement shall be deemed canceled and the parties hereto shall be released of all obligations and liabilities hereunder, except as to any provisions which expressly survive a termination of this Agreement; and Buyer shall have no rights of action against Seller in law or in equity, for damages or, except for the purpose of enforcing Seller's contractual obligations under (iii), below, for specific performance. Notwithstanding the foregoing, Buyer shall have the right to waive any conditions to Buyer's obligations hereunder, in which event Seller shall make the deliveries provided for herein to Buyer to the extent that Seller is able so to do, and there shall be no reduction in the Purchase Price in such event.

(iii) Notwithstanding the provisions of the foregoing paragraph, if the condition of title to the Real Property at the Closing is other than that which Buyer is required or agrees to accept hereunder solely by reason of any mortgages or other monetary liens (hereinafter referred to as "Liens") which can be satisfied or remedied by the payment of a liquidated amount of money to the extent of the Purchase Price, Seller shall not have the right to cancel this Agreement and Seller shall either (aa) discharge, satisfy, or bond the same or (bb) deliver such funds to be held in escrow required by the Title Company, in either event so that the Title Company shall affirmatively insure the full and complete discharge of the foregoing and shall agree to omit the same as an exception to its title insurance policy.

(iv) Notwithstanding anything to the contrary contained in this Agreement, Seller shall have no duty nor be required to take any action, to institute any proceedings or to incur any expense (other than as may be expressly required in paragraph (iii), above) in order to remedy or remove any objections to title or otherwise to render title in accordance with the terms called for in this Agreement.

(c) Buyer expressly understands, acknowledges and agrees that any failure by Buyer to notify Seller in writing of any Title Defects on or before the expiration of the Due Diligence, shall for all purposes be deemed to be an acceptance by Buyer of such Title Defects as if they were one or more of the Permitted Exceptions.

(d) At Closing, Seller will convey fee simple title to the Real Property by a Bargain and Sale Deed with covenant against grantor's acts (the "Deed"), subject in all cases to the Permitted Exceptions and the 2 year Scarborough Lease, in the forms attached hereto and made a part hereof as Exhibits "F" and "G".

(e) At Closing, Seller will transfer all of its right, title and interest in and to the Personal Property to Buyer by executing a Bill of Sale ("Bill of Sale") in the form attached hereto and made a part hereof as Exhibit "H".

(f) At Closing, Seller will assign all of Seller's right, title, and interest, and Buyer shall assume all of the obligations from and after the Closing Date, in, to and under the Leases, Licenses and the Contracts for the Property, by executing an Assignment and Assumption Agreement in the form attached hereto and made a part hereof as Exhibit "I" (the "Assignments").

6. Closing Documents.

(a) At the Closing, as a condition of Buyer's obligation to close hereunder, Seller shall deliver or cause to be delivered the following:

(i) The Deed, executed by Seller, covering the Real Property (and separate quitclaim deeds to the Real Property utilizing new ALTA survey descriptions, if requested);

(ii) The Bills of Sale executed by Seller covering the Personal Property;

(iii) The Assignments, executed by Seller;

(iv) As many signed originals (or true and correct copies of same) of the Contracts, Leases, Licenses, and other items covered by the Assignments as are in the possession or control of Seller;

(v) All machinery and/or equipment operating manuals, technical data and other documentation relating to the building systems and equipment, and all machinery, equipment and other building warranties and guarantees, if any, but only to the extent that any of the same are in the possession or control of Seller;

(vi) All master and duplicate keys, combinations and codes to all locks and security devices for the Improvements which are in the possession or control of Seller;

(vii) Written notice from Seller or Seller's managing agent to each Tenant in form reasonably satisfactory to Buyer stating that the Real Property have been sold to Buyer and that tenant security deposits (if any) in Seller's possession have been transferred to Buyer and directing the Tenants to make future rental payments to Buyer at the address designated by Buyer;

(viii) Non-foreign person certification in the form attached hereto as Exhibit "J";

(ix) All building records and Tenant lease files with respect to the Real Property which are in the possession of Seller;

(x) Each bill of current real estate taxes, sewer charges and assessments, water charges and other utilities and to the extent in Seller's possession or control, bills for each of the same for the three (3) years, together with proof of payment thereof (to the extent same have been paid);

(xi) All plans, specifications, as-built drawings, surveys, site plans, and final, written reports of architects, engineers and surveyors, and any other Personal Property forming part of the Property or any portion thereof, but only to the extent that the same exist and are in the possession of Seller or any property manager controlled by Seller;

(xii) An affidavit or affidavits of title in favor of the Title Insurer on the form used by such Title Insurer, in form reasonably acceptable to Seller to enable the Title Insurer to issue the Commitments described in Paragraph 5(b)(i). Buyer shall require affirmative endorsements against mechanic's liens, consistent with Seller's obligations under Paragraph
5(b)(iii), above;

(xiii) A letter, from the New Jersey Department of Environmental Protection or its successor ("NJDEP") stating that the provisions of the Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq., the regulations promulgated thereunder and any successor legislation and regulations are inapplicable to the Real Property (the "Non-Applicability Letter");

(xiv) Subject to the provisions of Paragraph 11(d), below, Estoppel Letters, if any, received from Tenants;

(xv) Updated rent rolls, which shall be certified by Seller to be correct and complete as of Closing Date; and

(xvi) Proof as to the due authorization and execution by Seller of the documents executed and delivered by Seller.

(xvii) Such affidavits of title or other certifications as shall be required by the Title Company to insure Buyer's title to the Property as set forth in Section 3, and to provide affirmative endorsements (a) against mechanic's liens, (b) insuring against any violation of existing covenants, conditions or restrictions, and insuring that future violation will not result in forfeiture of title, (c) insuring that all foundations in place as of the date of such policy are within the lot lines and applicable set back lines, (d) insuring that the buildings and structures on the Property do not encroach onto adjoining land or onto any easements, (e) insuring that confirming that there are no encroachments of improvements from adjoining land onto the Property (f) removing any exceptions for matters which an accurate survey would disclose, and
(g) providing affirmative insurance with respect to such other matters as Buyer or its lender shall specify.

(b) At the Closing, as a condition of Seller's obligation to close hereunder, Buyer shall deliver or cause to be delivered the following:

(i) The balance of the Purchase Price; and

(ii) The Assignments, executed by Buyer.

7. Prorations And Closing Costs. All matters involving prorations or adjustments to be made in connection with the Closing and not specifically provided for in any other provision of this Agreement shall be adjusted as provided below. Except as otherwise set forth herein, all items to be prorated pursuant to this Paragraph shall be prorated as of the Closing Date, with Buyer to be treated as the owner of the Property, for purposes of prorations of income and expenses, on and after the Closing Date.

(a) Real estate taxes and all other ad valorem taxes, if any, with respect to the Real Property for the applicable fiscal or calendar year in which the Closing occurs shall be prorated on a per diem basis. If the amount of such taxes is not known on the Closing Date, taxes will be prorated on the basis of the most recently ascertainable tax bill. There shall be no proration of Seller's insurance premiums or assignment of Seller's insurance policies and Seller shall be entitled to cancel all of its existing policies as of the Closing Date. Buyer shall be obligated (at its own election) to obtain any replacement policies. The amounts of all telephone, electric, sewer, water and other utility bills, trash removal bills, janitorial and maintenance service bills relating to the Property and allocable to the period prior to the Closing Date shall be determined and paid by Seller before Closing, if possible, or shall be paid promptly thereafter by Seller or adjusted between Buyer and Seller immediately after the same have been determined. Buyer and Seller shall to the extent necessary enter into an agreement to such effect at Closing. Seller shall attempt to have all utility meters read as of the Closing Date. Seller shall further attempt to obtain from the provider of same, all other service statements and bills of account

adjusted as of the Closing Date. Seller shall be entitled to refunds of all deposits, if any, paid by Seller or Seller's predecessor-in-interest prior to Closing and held by entities providing such service, or, at Seller's option, Seller shall transfer all of Seller's right, title and interest in and to such deposits to Buyer at Closing and shall receive a full credit for the amount of such deposits. All Contracts and other obligations in connection with the Property, to the extent the same are intended to be assumed hereunder, shall be prorated as of the Closing Date.

(b) Special assessments which have been filed as a lien against any of the Real Property on or before the Closing Date and are not payable in installments shall be paid by Seller. Special assessments which have been filed as a lien against any of the Real Property but which are payable in installments shall be adjusted based upon the installment payment for the fiscal or calendar year in which Closing takes place and the remaining unpaid assessments shall be assumed by Buyer. Special assessments which are or may be pending, but which have not become a lien on the Real Property as of the Closing Date, and special assessments which are filed as a lien after the Closing Date, shall be assumed and paid by Buyer.

(c) Seller shall pay the cost of State and County transfer taxes or stamps imposed in connection with the recordation of the Deeds for the Real Property. Buyer shall pay the expense of the title searches, title premiums and any other title insurance costs on the owner's title insurance policies and the cost of obtaining any surveys, if desired by Buyer. Buyer agrees to pay the expense of the legal fees of its own counsel. The cost of all of Buyer's Due Diligence Activities (as defined below) shall be borne solely by Buyer.

(d) Any base, minimum or similar rents under the Leases collected by Seller for a rental period or portion thereof from or after the Closing Date shall be credited to Buyer at Closing on a per diem basis. In addition, any security deposits held by Seller for any Lease, together with the interest due thereon, if any and if required under the terms of the Lease or as required by applicable law, shall either be credited or transferred to Buyer at Closing at Seller's option. If any tenant is in arrears in the payment of rent or additional rent on the Closing Date, rents received from such tenant ninety
(90) days after the Closing Date shall be applied in the following order of priority: (a) to the Buyer, so long as such tenant is in arrears for current or prior rent arising after Closing, then (b) to Seller for all rent in arrears prior to the Closing Date; and then (c) to Buyer with no further claim by Seller thereto. Except as herein provided, Buyer is not under any obligation to collect rents in arrears for the benefit of Seller. Any rents which are delinquent or otherwise not paid at the time of Closing, and collected by Buyer or Seller within ninety (90) days after Closing shall be apportioned as aforesaid and the portion to which Seller is entitled shall be promptly remitted by Buyer to Seller. Seller shall have no claim to rents collected ninety (90) days after the Closing Date. Seller retains the right to pursue its remedies against Tenants after Closing for any delinquent rents or other amounts owed to Seller (other than proceedings to evict Tenant or terminate its lease). Buyer shall not enter into any agreement pursuant to which any sums owed to Seller in respect of any Lease for periods prior to the Closing are reduced, modified or waived. Buyer's obligations to collect rent arrearages shall be

limited to commercially reasonable efforts, and Buyer shall under no circumstance be required to commence litigation against any Tenant to collect the same.

(e) All leasing commissions due or to become due prior to the Closing Date for any Leases entered into before the date hereof and all amendments, renewals and modifications thereof entered into before the date hereof, shall be paid by Seller without contribution by, or reimbursement from, Buyer. At Closing, Buyer shall pay or reimburse Seller for any leasing commissions due or to become due prior to Closing for any Leases and for any amendments, modifications or renewals of any Leases entered into after the date hereof which are entered into in accordance with the provisions of Paragraph 15(e) hereof. Buyer shall expressly assume and be solely obligated to pay all leasing commissions payable under all Leases entered into prior to the date hereof (including all amendments, renewals and modifications thereof) which are first due or payable on or after the Closing Date, regardless of the date on which such Leases (including all amendments, renewals and modifications thereof) were executed or any of the leasing commissions therefor earned, subject only to Buyer's right to approve any new Leases or amendments, discretionary renewals or modifications of any Leases which are not otherwise permitted pursuant to Paragraph 15(e), below. Seller shall be responsible for the costs of, and shall pay or perform prior to Closing any tenant improvements and allowances for work performed or required to be performed (or paid, as applicable) prior to the Closing Date by or on behalf of Seller for all Leases (including all amendments, renewals and modifications thereof) entered into on or before the date of this Agreement for any of the Real Property. Buyer shall assume, pay or reimburse (as applicable) Seller on the Closing Date for the costs of any tenant improvements and allowances for work to first be performed after the Closing Date pursuant to Leases (including all amendments, renewals and modifications thereof) entered into prior to the date of this Agreement; and all costs of tenant improvements and allowances incurred by or on behalf of Seller in connection with any Leases (including all amendments, renewals and modifications thereof) entered into after the date of this Agreement for any of the Real Property, provided the same were approved by Buyer or are otherwise permitted as set forth in Paragraph 15(e) hereof and provided that such costs are set forth on Exhibit "C" hereto. The obligations of Buyer and Seller hereunder shall survive the Closing.

(f) Amounts paid or payable as fees or expenses under any of the Licenses assigned at Closing, shall be prorated as of the Closing Date but all amounts refundable under unassigned and unassignable Licenses shall belong to Seller.

(g) Seller shall be solely responsible for the payment of any "roll back taxes" assessed or imposed upon any of the Real Property under the "Farmland Assessment Act of 1964," Chapter 58, Laws of 1964, N.J.S.A. 54:4 23-1 et seq., as amended or otherwise, which relate to any period prior to the Closing Date, and Seller agrees to indemnify, defend and save Buyer harmless (including attorneys' fees) from and against any claim for such taxes. This Paragraph shall survive Closing.

(h) Miscellaneous income including, without limitation, telephone and vending machine income, if any, shall be prorated as of the Closing Date.

(i) The provisions of this Paragraph 7 shall survive Closing hereunder.

8. Possession Of Property.

(a) Seller shall deliver possession to the Real Property to Buyer on the Closing Date, subject only to the Permitted Exceptions.

(b) Buyer shall assume, by execution of the Assignments, all of Seller's obligations in, to and under the Contracts, the Licenses and Leases. Notwithstanding the foregoing, Buyer shall not assume management, leasing or brokerage agreements provided, however, that Buyer shall remain liable for leasing commissions as set forth in Paragraph 7(e), above.

(c) All of the provisions of this Paragraph 8 shall survive Closing.

9. Representations Of Seller And Buyer.

(a) Seller hereby represents and warrants, as follows, all of which shall be true and correct at and as of the date hereof:

(1) Seller is a New Jersey General Partnership duly organized and validly existing under the laws of the State of New Jersey, and is in good standing in such state.

(2) Seller has all necessary power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, without the consent or authorization of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have been or will be given, prior to the Closing. This Agreement constitutes, and the other documents and instruments to be delivered by Seller pursuant hereto when delivered will constitute, the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.

(3) Except as set forth in Exhibit "K" attached hereto and made a part hereof, there is no litigation, proceeding or action pending or, to the best of Seller's knowledge, threatened against or relating to Seller or its Property which might materially and adversely affect Seller or its Property or which questions the validity of this Agreement or any action taken or to be taken by Seller pursuant hereto. Seller shall remain responsible to defend, and shall indemnify and hold Buyer harmless from and against all liability, cost and

expense relating to the litigation identified in on Exhibit "K", which obligation shall survive the Closing.

(4) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will constitute a violation or be in conflict with or constitute a default under any term or provision of the Seller's limited liability agreement or any other material agreement, instrument or lease to which Seller is a party, subject to any required consents or authorizations of, or notices to, third parties from whom such consents or authorizations will be obtained or to whom notices will be given prior to Closing.

(5) True, correct and complete copies of all of the following, together with any modifications or amendments thereof, but only if and to the extent the same are in Seller's possession or control, have been or will be delivered, or made available, to Buyer within five (5) days following the execution of this Agreement: (i) Leases and rent rolls; (ii) Contracts;
(iii) leases of equipment, vehicles and other tangible personal property used by Seller in connection with the ownership and operation of the Property (the "Personal Property Leases"); (iv) Licenses; (v) surveys; (vi) title reports;
(vii) engineering reports; and (viii) environmental reports.

(6) To the best of Seller's knowledge, (i) all of the Leases, Contracts and Personal Property Leases and Licenses, are in full force and effect, (ii) there has been no action or failure to act by Seller or any other party to any Lease, Contract or Personal Property Lease which, with the giving of notice or the passage of time or both, would constitute a default in any material respect or otherwise entitle either party to damages or a right to terminate; and (iii) Seller has not received from any other party written notice with respect to the condition of the Property or the use or repair of the same or of any alleged default by Seller under any such Lease, or Personal Property Lease or License. Except as set forth on Exhibit "L", each of the Contracts is terminable at will without penalty or cancellation fee upon no more than thirty
(30) days prior written notice but, except as hereinafter expressly provided, unless otherwise directed by Buyer, the Contracts shall not be terminated by Seller as of Closing. Anything in this Agreement to the contrary notwithstanding, any and all existing management agreements and brokerage or leasing agreements shall be terminated as of Closing. Buyer shall assume all Contracts not terminated at Closing pursuant to the Assignment.

(7) Seller shall indemnify and hold Buyer harmless of, from and against any and all claims and liabilities arising out of the employment of any individuals by Seller and its affiliates, whether as employees or independent contractors. As of the Closing, there are and shall be no liens against the Real Property arising under the Employee Retirement Income Security Act of 1974, as amended, nor any other compensation or employment related lien or liability that could become the responsibility of Buyer after the Closing. Buyer shall be under no obligation to assume any of Seller's employees, it being Seller's sole responsibility and obligation to provide severance arrangements, if any, for all such employees. This Paragraph shall survive Closing.

(8) To Seller's actual knowledge, there are no public improvements in the nature of off-site improvements or otherwise, which have been ordered to be made and/or which have not heretofore been assessed and, to Seller's actual knowledge, there are no special or general assessments currently affecting or pending against the Real Property or any portion thereof.

(9) Except as set forth on Exhibit "M", Seller has not been served with written notice that it has been named as a party in any litigation, administrative proceeding or investigation naming Seller as a responsible party or potentially responsible party for any liability for clean-up costs, natural resource damages or other damages or liability for prior disposal or release of Hazardous Substances, Hazardous Wastes or other environmental pollutants or contaminants. For purposes of this Agreement, "Hazardous Substances" means those elements and compounds which are designated as such in Section 101(14) of the Comprehensive Response, Compensation and Liability Act (CERCLA), 42 U.S.C. Section 9601 (14), as amended, all petroleum products and by-products, and any other hazardous substances as that term may be further defined in any and all applicable federal, state and local laws (including, in New Jersey, the New Jersey Industrial Site Recovery Act (ISRA); and "Hazardous Wastes" means any hazardous waste, residential or household waste, solid waste, or other waste as defined in applicable federal, state and local laws. Seller has not received any summons, citation, directive, letter or other written communication, from any governmental or quasi-governmental authority concerning any intentional or unintentional action or omission on Seller's part which either (a) resulted in the releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping of Hazardous Substances or Hazardous Wastes, or (b) related in any way to the generation, storage, transport, treatment or disposal of Hazardous Substances or Hazardous Wastes.

(10) True and correct copies of the income and expense statements for the Property, and a current rent roll certified by Seller, will be delivered to Buyer upon execution of this Agreement.

(11) Seller has received no written notice of any violation of any of the licenses, permits, consents, authorizations, approvals, and certificates of any regulatory, administrative or other governmental agency or body, if any, issued to or held by the Seller and related to the ownership or operation of the Property (collectively, the "Permits"), and there is no pending or, to the actual knowledge or Seller, threatened proceeding which could result in the revocation or cancellation of, or inability of Seller to renew, any Permit.

(12) To the best of Seller's knowledge, except as set forth in Exhibit "N" attached hereto and made a part hereof, all management fees, leasing commissions and tenant improvement allowances are fully paid, there are no brokerage commissions owing by Seller with respect to any of the Leases or otherwise related to the Property which have not been paid, and there are no ongoing commission or leasing fee obligations.

(13) Seller has received no written notice from any insurance company which has issued a policy with respect to the Property or by any board of fire underwriters (or other body exercising similar functions) claiming any defects or deficiencies or requesting the performance of any repairs, alterations or other work, and Seller will promptly notify Buyer of any such notice or requirement if such notice is received prior to the Closing.

(14) Seller is not a "foreign person" and will deliver to Buyer, at the Closing, a statement certifying that it is not a "foreign person" within the meaning of the Internal Revenue Code of 1986, as amended.

(15) Seller has not received written notice from any governmental agency or authority of outstanding material violations issued by governmental authorities having jurisdiction over the Real Property.

(16) Except as may be set forth in a Lease as specifically noted on Schedule C, there are no options, rights of first refusal or conditional sales agreements regarding the purchase and sale of the Real Property.

(17) There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Property other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "C". No tenant has advised Seller that Seller is in default under any of the Leases, or asserted any claim or basis for any claim for free or reduced rent or right of setoff against the landlord or the rent under the Leases, and Seller and its agent have no actual knowledge of any default or any event which has taken place which, with the passage of time, or the delivery of notice, or both, could become an event of default. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Property which shall be satisfied at or before Closing. No holder of any such collateral assignment has asserted or exercised any of its right to collect such rents. Each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "C" are the actual rents, income and charges being collected by Seller under the Leases. All obligations of Seller which it is required to complete pursuant to any Lease (or any unsigned lease proposal or lease amendment) has been completed as of this date or shall be completed as of Closing, and all costs therefore have been or shall be paid by Seller, and all of Seller's work has or shall have been accepted by the Tenant without exception on or before Closing, other than routine punch list items, which items shall remain the responsibility of Seller following Closing, and which obligation shall expressly survive Closing. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. No tenant of the Property under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "C", no security deposits by tenants have heretofore been returned or applied to charges against the tenants.

(18) To the best of Seller's knowledge, the Property and the continued operation and use thereof comply with all applicable requirements of federal, state and local law, and all applicable requirements of governmental bodies or agencies having jurisdiction thereof, no portion of the Property lies within a flood hazard area, flood plain or wetland; and there are no outstanding notices of any violations issued by governmental authority having jurisdiction over the Property.

(19) To the best of Seller's knowledge, no Hazardous Substances (defined below) and no Hazardous Wastes (defined below) are present on the Property including, without limitation, asbestos, flammable substances, explosives, radioactive materials, hazardous wastes, toxic substances, pollutants, pollution, contaminant, polychlorinated bypheryls ("PCBs"), urea formaldehyde foam insulation, radon, corrosive, irritant, biologically infectious materials, petroleum product, garbage, refuse, sludge, hazardous or waste materials, and there has been no use of the Property that may, under any federal, state or local environmental statute, ordinance or regulation, require, at any time, any closure or cessation of the use or occupancy of the Property and/or impose, at any time, upon the owner of the Property any clean-up or other monetary obligation. Seller hereby indemnifies and holds Buyer harmless of, from and against any and all liability, loss or damage suffered or incurred as a result of a claim, demand, cost or judgment in favor of a third party, including, without limitation, any governmental authority, arising from the deposit, storage, disposal, burial, dumping, injecting, spilling, leaking, or other placement or release in or on the Property of Hazardous Substances or Wastes during Seller's period of ownership. To the best of Seller's knowledge, neither the Property nor any portion thereof, have been identified on the federal CERLIS, the National Priorities List (40 C.F.R. Part 300, App. B) or any state or local list of potential hazardous waste disposal sites or as an industrial establishment. Seller has conducted a complete and thorough inspection and test of the underground storage tanks located on the Property, if any, and Seller has confirmed that, to the best of its knowledge, the results thereof show compliance with all requirements of the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. Sections 6901 et seq. and all other applicable federal, state and local laws, and Seller has taken all other necessary and appropriate action to comply fully therewith.

(20) To the best of Seller's knowledge, all adequate utilities, useable public sanitary and storm sewers, public water facilities, electric facilities and, if any, gas facilities (collectively, the "Utilities"), are installed in, and are duly connected to, the Real Property, and can be used without charge except the normal and usual metered utility charges and water and sewer charges. All Utilities required for the operation of the Property either enter the Property through adjoining public streets or, if they pass through adjoining public land, do so in accordance with valid public easements or private easements which will inure to the benefit of Buyer at no cost to the owner of the Property. All of said Utilities are installed and operating and all installation, connection and "tap-in" charges have been paid for in full.

(21) No work has been performed or is in progress at, and no materials have been furnished to the Property which, though not presently the subject of,

might give rise to construction, mechanic's, materialmen's, municipal or other liens against the Property or any portion thereof, except that for which full and complete releases have been obtained. If any lien for any such work is filed before or after Closing, Seller shall promptly discharge the same.

(22) To the best of Seller's knowledge, none of the artwork being a part of the Personal Property was prepared on a "work for hire" basis and none of the artwork was commissioned after 1991.

(23) To the best of Seller's knowledge, all applicable charges, fees and assessments (including condominium fees, to the extent applicable) and any and all other sums due under declarations, cross-easements and like agreements to which the Property or any portion thereof may be subject, have been paid, and no special assessments thereunder are pending, and all consents and approvals required to be obtained under any such declarations, cross-easements and like agreements have been obtained pursuant to the requirements of such documentation.

(24) To the best of Seller's knowledge, all debts, liabilities, and obligations of Seller arising out of the construction, ownership, and operation of the Property including, but not limited to, construction costs, salaries, taxes, accounts payable and the like, have been paid as they became due and payable and shall continue to be so paid from the date hereof until the Closing Date.

It is agreed and understood that Buyer intends to perform its own due diligence, investigation and analysis in connection with the transaction contemplated by this Agreement. If and to the extent that Buyer determines prior to the Due Diligence Termination Date that any or all of the representations and warranties made in this Agreement by Seller shall be untrue as a result of such due diligence, investigation or analysis, Buyer shall not be entitled to rely on such representation(s) and warranty(ies) contained in this Agreement and the same shall be deemed to have been deleted from this Agreement as to such matters. Accordingly, in the event that the Buyer has now or hereafter acquires prior to the Due Diligence Termination Date actual knowledge that one or more of the representations and warranties of Seller are not true, no such fact or circumstance known to Buyer shall be made the basis of a claim by the Buyer of a breach of representation or warranty by Seller.

Notwithstanding anything to the contrary contained in this Agreement, in the event any representation, agreement or undertaking made by Seller in this Agreement shall prove to be false and the cost or expense incurred or likely to be incurred by Buyer as a result thereof shall not exceed $50,000 in the aggregate, such misrepresentation, agreement or undertaking shall be deemed "immaterial" and shall not give rise to any right of Buyer to terminate or refuse to close title under this Agreement or give rise to any right of action for money damages or specific performance and Buyer hereby waives all its rights, claims and remedies relating thereto. Buyer's sole remedy in the event any representation, agreement or undertaking of Seller which is

discovered by Buyer at or prior to the Closing herein shall prove to be false and the cost or expense incurred or likely to be incurred by Buyer as a result thereof exceeds $50,000 shall be to terminate this Agreement by written notice given at or prior to Closing, which notice shall specify in detail the nature of the misrepresentation and identify in detail the costs incurred or likely to be incurred by Buyer, and thereupon Buyer shall receive a refund of the Deposit, and Seller shall reimburse Buyer for Buyer's Reasonable Costs and Due Diligence Costs. To the extent Buyer has actual knowledge that any representation, agreement or undertaking is false at or prior to the Closing, and does not or is not permitted to terminate this Agreement, Buyer hereby waives all of its rights, claims and remedies relating thereto.

As to any representation or warranty made in this Agreement which is qualified as being to the best knowledge of Buyer or Seller, it is agreed and understood that such party shall be under no obligation to conduct any independent investigation or inquiry regarding the matters covered by such representation and warranty. Buyer or Seller will be deemed to have knowledge of a particular matter only if the facts and circumstances thereof are actually known to such party making such representation or warranty.

(b) Buyer hereby represents and warrants as follows, all of which shall be true and correct at, and as of, the date hereof:

(1) Buyer is a real estate investment trust duly formed and validly existing under the laws of the State of Maryland, and is in good standing with the State Department of Assessments and Taxation of Maryland.

(2) Subject to Paragraph 9(b)5, below, Buyer has all necessary power and authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby, without the consent or authorization of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have been or will be given, prior to the Closing. This Agreement constitutes, and the other documents and instruments to be delivered by Buyer pursuant hereto when delivered will constitute, the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms.

(3) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (a) violate any provision of any organizational document of Buyer, or (b) constitute a violation of or be in conflict with or constitute a default under any term or provision of any material agreement, instrument or lease to which Buyer is a party.

(4) There is no litigation, proceeding or action pending, or, to the best of Buyer's knowledge, threatened against or relating to Buyer which might materially and adversely affect the ability of Buyer to consummate the transactions contemplated

hereby or which questions the validity of this Agreement or any action taken or to be taken by Buyer pursuant hereto.

(5) The execution and delivery of this Agreement shall have been approved by the trustees of Buyer on or prior to the Due Diligence Termination Date and no further action shall thereupon be required on the part of Buyer to consummate the transaction contemplated hereby. The signatories for Buyer are authorized and empowered to bind Buyer to this Agreement and all transactions contemplated herein.

(6) Except as otherwise set forth in Paragraph 9(b)5, above, no consent, approval or authorization of, or declaration, filing or registration with, any governmental agency is required in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereunder by the Buyer or the Partnership.

(7) Buyer has sufficient funds available to consummate the transaction contemplated by this Agreement, without the necessity of third-party financing other than other than Buyer's existing revolving credit facility administered by Nationsbank, N.A. Buyer acknowledges that its obligations hereunder are not conditioned upon any third party financing or capital infusion by another party.

(8) The information contained in Buyer's Form 10-K for the year ended December 31, 1996, was prepared in all material respects in accordance with and complied in all material respects with the requirements of the rules of the Securities and Exchange Commission, and did not at the time that it was filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

All of the representations and warranties set forth in this Section 9 shall be deemed renewed by Seller and Buyer on the Closing Date and shall, as a condition to each party's obligation to close hereunder, be recertified by each party as being true and correct in all material respects as of the Closing Date as if made at such time (it being understood that specific, numbered representations and warranties that speak of a specified date shall only continue to speak as of the date so specified), and all such representations shall survive for a period of one year from the Closing.

10. Access To The Property.

(a) Buyer and/or its agents and representatives, during normal business hours and after reasonable advance notice to Seller, may enter upon any of the Real Property from time to time prior to the Closing Date, accompanied by an agent of Seller, for purposes of conducting such inspections, investigations and/or studies as Buyer deems necessary, including, without limitation, financial reviews, physical inspections, lease reviews and environmental reviews and testing, which activities may include test borings and soil samplings ("Buyer's Due Diligence Activities"). Buyer's access to the Real Property shall be subject to the rights of the Tenants of any of the Real Property, who shall not be unreasonably disturbed during any such inspection by Buyer. Buyer shall not engage in any activity in or about the Real Property which directly or indirectly violates the terms of any governmental or quasi-governmental statute, rule, regulation, order or practice. Buyer shall not make any physical changes to any of the Real Property, except for test borings and soil samplings which shall be performed only by licensed engineers reasonably acceptable to Seller and only after three (3) business days' prior notice to Seller. Buyer may contact any governmental or quasi-governmental authorities concerning the Property without the prior written approval of Seller. Seller shall have the opportunity to observe any and all action taken by Buyer or its representatives, consultants, agents, etc. pursuant to this paragraph 10. All information set forth in any document which Seller has granted to Buyer the express right to review, if any, shall be held in strict confidence until Closing and thereafter in the event Closing does not occur. If Buyer violates its obligations under this Paragraph 10(a) or in the event of any physical damage to any of the Real Property or any Personal Property resulting, directly or indirectly, from the exercise by Buyer of its rights under this Paragraph 10(a), Buyer hereby agrees to restore the Real Property and Personal Property to their respective conditions prior to incurring such damage. Buyer hereby agrees to indemnify, defend and hold harmless Seller from and against all physical damage to any of the Real Property and Personal Property, personal injury and/or any other claims or liability which may occur as a result of Buyer's (or Buyer's agents, employees, invitees or licensees) entry or activities upon any of the Real Property. The provisions of this Paragraph 10(a) shall survive Closing or other termination of this Agreement.

(b) Buyer, or any of Buyer's consultants performing physical tests on the Real Property shall maintain public liability insurance policies (naming Seller as an additional named insured with respect to any liability occurring on the Real Property), with combined single limit coverage of at least $1,000,000, insuring against claims arising as a result of the inspections of Buyer, its agents, employees or such contractors at any of the Real Property. A certificate of insurance evidencing the foregoing coverage shall be delivered to Seller prior to Buyer's or any of Buyer's consultants' entry on to any of the Real Property.

(c) In the event Closing does not occur or this Agreement is terminated, Buyer shall promptly return to Seller any documents obtained from Seller or Seller's agents and deliver, to Seller without charge, copies of all written test results, studies, reports and similar materials obtained by or on behalf of Buyer relating to any of the Real Property.

11. Due Diligence Period; Additional Provisions.

(a) During the period commencing on the Effective Date and ending at 5:00 p.m. E.S.T. on the Due Diligence Termination Date, Buyer may, subject to the provisions set forth in Paragraph 10 above, review all plans and specifications, condition of title, agreements relating to and the availability of utilities, environmental conditions, the physical condition of the existing improvements, compliance by the Property with zoning, licensing and all other governmental requirements, Leases for any of the Real Property, operating statements pertaining to the Property and all other aspects and conditions of the Property which Buyer may decide to review (collectively, "Buyer's Due Diligence Activities"), all as Buyer shall deem appropriate). In connection with Buyer's Due Diligence Activities, Seller has delivered or will deliver to Buyer various documents, reports and materials (collectively, the "Seller Due Diligence Materials"). BUYER UNDERSTANDS AND HEREBY ACKNOWLEDGES AND AGREES THAT THE SELLER DUE DILIGENCE MATERIALS ARE BEING DELIVERED TO BUYER WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER BY SELLER OR BY THE PREPARER OF SUCH SELLER DUE DILIGENCE MATERIALS, WITH THE SOLE EXCEPTION OF ANY REPRESENTATION OR WARRANTY AS TO THE CORRECTNESS, ACCURACY OR COMPLETENESS THEREOF WHICH IS EXPRESSLY SET FORTH IN THIS AGREEMENT.

(b) If, as a result of Buyer's Due Diligence Activities or otherwise, Buyer shall conclude, for any reason or for no reason, that it does not wish to proceed with the transaction contemplated by this Agreement, it may terminate this Agreement by written notice delivered to and received by Seller on or before 5:00 P.M. E.S.T. on the Due Diligence Termination Date (as to which date time shall be of the essence), with a simultaneous copy thereof to the Escrow Agent. In the event of such timely termination of this Agreement by the Buyer, the Escrow Agent shall make the delivery of funds contemplated under Paragraph 1 of the Escrow Terms, and this Agreement shall thereupon be null and void and of no further force or effect, except as to those matters which expressly survive such termination.

(c) Seller shall use its commercially reasonable efforts to obtain a Non-Applicability Letter for the Land promptly after the Effective Date, and shall pursue the same diligently and in good faith.

(d) Buyer agrees to prepare and forward to Seller, at Buyer's sole cost and expense, certificates (the "Estoppel Certificates") for execution by the Tenants which shall at Buyer's election, either (i) be in such form or contain such information as the Tenant from whom request is made is obligated under its Lease to execute and deliver for execution by the Tenants (the "Required Form"), or (ii) in the form annexed hereto as Exhibit "O". Seller agrees to deliver the Estoppel Certificates to the Tenants promptly after Buyer's written election as to the form to be used (which election shall be made not later than five (5) days after the date hereof), and to use all reasonable and diligent efforts to obtain executed copies of same from such Tenants prior to the Closing. It shall be a condition to Buyer's obligations hereunder that, at or

prior to Closing, Estoppel Certificates shall have been obtained from at least 75% of the Tenants at each Property, including those identified on Exhibit "P" annexed hereto and made a part hereof (the "Identified Tenants"), BUT ONLY IF THE INITIAL REQUEST MADE OF SUCH TENANT WAS FOR AN ESTOPPEL CERTIFICATE IN THE REQUIRED FORM, provided, however, if an estoppel in the Required Form is not obtained from an Identified Tenant, Seller may, in lieu thereof, deliver its certificate containing the information set forth on the Required Form, which certificate shall serve as Seller's representation as to the facts stated therein, which representation shall survive for a period of six (6) months following the Closing. In no event shall Buyer's obligations under this Agreement be conditioned, in whole or in part, upon the delivery of Estoppel Certificates from any Tenant in other than the Required Form.

12. Condemnation. Seller covenants and warrants that Seller has not received any written notice of any condemnation proceeding or other proceeding in the nature of eminent domain in connection with the Real Property, and has no actual knowledge of any threatened condemnation. As used herein, a "material taking" shall mean a taking of either an entire Real Property, more than twenty percent (20%) of a Building or more than 10% of the parking area of a Real Property. If, prior to the Closing, any such proceeding affecting a material portion of any of the Real Property is commenced, Seller agrees promptly to notify Buyer thereof. In the event of a material taking of one or more Real Property or commencement of proceedings in connection with such a taking, Buyer may, at its sole option exercised by delivery of written notice thereof within ten (10) days after receipt of such written notice thereof, (x) proceed to Closing as provided in this Paragraph 12 without an abatement of the Purchase Price and at Closing Seller shall assign to Buyer, without recourse, all condemnation proceeds paid or payable with respect thereto; or (y) terminate this Agreement with respect to the Property as to which a material taking has occurred, whereupon this Agreement shall terminate with respect to such Real Property and this Agreement shall continue in full force and effect with respect to all of the remaining Real Property, and at Closing, Buyer shall pay to Seller the aggregate of the Allocated Prices for the remaining Real Property. Provided Buyer shall have waived its right to terminate this Agreement with respect to the Real Property so taken, as provided above, Seller shall not, from and after the Due Diligence Termination Date, settle or adjust any claims relating to a condemnation without Buyer's prior approval, which shall not be unreasonably withheld or delayed.

13. Damage By Fire Or Other Casualty.

(a) Seller shall promptly notify Buyer of damage to the Improvements occurring by reason of casualty during the period between the Effective Date and the Closing Date. Seller shall timely notify any insurance companies with respect to any damage and shall promptly submit claims for such damage. Provided Buyer shall have waived its right to terminate this Agreement with respect to the Real Property so damaged, as provided below, Seller shall not, from and after the Due Diligence Termination Date, settle or adjust any claims relating to a casualty without Buyer's prior approval, which shall not be unreasonably withheld or delayed.

(b) If (i) any portion of the Improvements is damaged by fire or casualty after the Execution Date and the Improvements so damaged are not repaired or restored on or before Closing to substantially the condition existing prior to the damage, and (ii) at the time of Closing, the estimated cost of repairs by reason of such fire or casualty to the Improvements, as determined by an independent adjuster is, with respect to any of the Real Property so damaged, an amount equal to or less than ten percent (10%) of the Purchase Price for such Real Property, there shall be no abatement or adjustment in the Purchase Price and, provided the loss or damage is a covered loss under Seller's insurance policy, Buyer shall be required to purchase all of the Real Property in accordance with the terms of this Agreement and, at Closing, Seller shall assign to Buyer, without recourse, all insurance claims and proceeds with respect thereto (less sums theretofore expended, if any, by Seller for emergency repairs or barricades) and Seller shall credit Buyer at Closing with the amount of any applicable deductible. Seller shall have no liability or obligation with respect to the condition of any of the Real Property as a result of any such fire or casualty. If the repair to, or the restoration of, the Improvements so damaged has not been completed as aforesaid and, at the time of Closing, the estimated cost of such repair or restoration, as determined by such independent adjuster, for any of the Real Property is an amount which is greater than ten percent (10%) of the Purchase Price for the applicable Real Property, Buyer may, at its sole option, (x) proceed to Closing as provided in this Paragraph 13(b) without an abatement of the Purchase Price and at Closing Seller shall assign to Buyer, without recourse, all insurance claims and proceeds with respect thereto (less sums theretofore expended, if any, by Seller for emergency repairs or barricades) and Seller shall credit Buyer at Closing with the amount of any applicable deductible; or (y) terminate this Agreement with respect to the Property which have suffered damage to the Improvements by fire or other casualty in an amount which exceeds ten percent (10%) of the Purchase Price for such Real Property(s) whereupon this Agreement shall terminate with respect to such damaged Real Property(s) and this Agreement shall continue in full force and effect with respect to all of the remaining Real Property, and at Closing, Buyer shall pay to Seller the aggregate of the Purchase Prices for the remaining Real Property. Buyer shall assign all of its right, title and interest in and to any and all insurance policies and insurance proceeds relating to such of the Real Property for which this Agreement has been terminated.

14. Default.

(a) If Buyer shall default in its obligations to pay the Purchase Price and complete Closing in accordance with the terms of this Agreement, then, as Seller's sole and exclusive remedy therefor, Seller shall be entitled to retain the Deposit as liquidated and agreed upon damages for the losses and injuries which Seller shall have sustained and suffered as a result of Buyer's default, and thereupon this Agreement and Buyer's obligations hereunder shall be terminated except as expressly provided in this Agreement. It is agreed that the provisions of this Paragraph 14(a) for liquidated and agreed upon damages are a bona fide provision for such and are not a penalty, the parties understanding that by reason of the withdrawal of the Real Property from sale to the general public at a time when other parties would be interested in purchasing such Real Property, that Seller shall have sustained damages which will be

substantial, but will not be capable of determination with mathematical precision. Therefore, this provision for liquidated and agreed upon damages has been incorporated as part of this Agreement as a provision beneficial to both parties.

(b) If Seller shall default in its obligation to deliver any of the Deeds or other items described in Paragraph 5 hereof, upon Buyer's (i) tender of the full Purchase Price and (ii) compliance with all of the material terms and conditions of this Agreement, Buyer shall have the sole option of terminating this Agreement and receiving the return of the Deposit, together with payment by Seller of (A) Buyer's Reasonable Costs, and (B) Buyer's actual, documented out-of-pocket costs and expenses incurred in connection with its Due Diligence Activity, not to exceed Seventy-Five Thousand Dollars ($75,000) ("Due Diligence Costs") for the entire Paint Works Property or (Y) to seek specific performance of Seller's obligation to convey the Real Property in accordance with this Agreement. If Buyer elects to terminate this Agreement, upon payment of the sums described above, Seller shall be released and relieved of any further liability and this Agreement shall thereupon be null and void. Except as expressly set forth above, Buyer hereby waives any right which Buyer may have to any lis pendens or other lien or encumbrance against any of the Real Property, equitable relief, consequential or punitive damages, loss of profits, costs related to in-house or other overhead allocations, and damages. The remedies set forth herein shall be Buyer's sole remedies pursuant to this Agreement, or otherwise at law or in equity shall become null and void if Closing occurs (except as to obligations hereunder which by their terms expressly survive Closing), and shall not apply to a defect in title, the remedies for which are set forth in Paragraph 5(b) hereof, or to any inability on the part of Seller to perform its obligations under this Agreement.

15. Operations Prior To Closing.

(a) Seller agrees to operate the Property between the Execution Date and the Closing Date in the same general manner as Seller has operated the Property during the immediately preceding six (6) month period, paying all costs and expenses as they come due, and in any event prior to Closing, and maintaining all insurance coverage currently in force.

(b) Seller shall comply with all of the obligations of landlord under the Leases and all other agreements and contractual arrangements affecting the Real Property by which Seller is bound or to which the Real Property, or any of them, are subject, and which will be binding upon Buyer or a lien upon such Real Property, after the Closing.

(c) Seller shall notify Buyer promptly of Seller's receipt of any notice from any party alleging that Seller is in default of its obligations under any of the Leases or any Permit or agreement affecting the Real Property, or any portion or portions thereof.

(d) No contract for or on behalf of or affecting the Real Property shall be negotiated or entered into which cannot be terminated by Seller upon the Closing without the payment of a specific charge, cost, penalty or premium for such termination.

(e) Except with the prior written consent of Buyer, which Buyer agrees it shall not unreasonably withhold, condition or delay, Seller shall not enter into any new leases for any portion of the Real Property. Any new lease shall be on Buyer's customary form (which may vary to reflect customary negotiated revisions thereto), or such other form which is reasonably acceptable to Buyer. Further, except with the prior written consent of Buyer, which Buyer agrees it shall not unreasonably withhold, condition or delay, or as set forth above, Seller shall not amend, extend (except where required under the terms of the Lease in question), terminate (except by reason of a tenant's default), accept surrender of, or permit any assignments or subleases of, any of the Leases (except as may be required under such Lease), nor accept any rental more than one (1) month in advance (exclusive of any security deposit).

(f) Seller shall not make or permit to be made any capital improvements or additions to the Real Property, or any portion thereof, without the prior written consent of Buyer, except those made by Seller pursuant to the express requirements of this Agreement, those made by tenants pursuant to the right to do so under their Leases, or by Seller if required by applicable law or ordinance, or as required under any Lease.

(g) Seller shall timely bill all tenants for all rent billable under Leases, and use commercially reasonable efforts to collect any rent in arrears.

(h) Seller shall notify Buyer of any tax assessment disputes (pending or threatened) prior to Closing, and from and after the Due Diligence Expiration Date, Seller not agree to any changes in the real estate tax assessment, nor settle, withdraw or otherwise compromise any pending claims with respect to tax assessments relating to the current or any subsequent year, without Buyer's prior written consent, which shall not be unreasonably withheld, delayed or conditioned. If any proceedings shall result in any reduction of assessment and/or tax for the tax year in which the Closing occurs, it is agreed that the amount of tax savings or refund for such tax year, less the reasonable fees and disbursements in connection with such proceedings, shall be apportioned between the parties as of the date real estate taxes are apportioned under this Agreement. All refunds relating to any tax year prior to the Closing shall be the sole property of Seller, and all refunds relating to any year subsequent to the year in which Closing occurs shall be the sole property of Buyer. Each party agrees to promptly remit to the other any refund received by it which is the property of the other.

(i) Seller shall notify Buyer promptly of the occurrence of any of the following:

(i) Receipt of notice from any governmental or quasi-governmental agency or authority or insurance underwriter relating to the condition, use or occupancy of the Real Property, or any portion thereof;

(ii) Receipt of any notice of default from any tenant or from the holder of any lien or security interest in or encumbering the Real Property, or any portion thereof;

(iii) Notice of any actual or threatened litigation against Seller or affecting or relating to the Real Property, or any portion thereof which may materially and adversely affect the Real Property or Seller's ability to consummate the transactions contemplated by this Agreement; and

(iv) Vacancy of any demised Property by a tenant, other than in accordance with a scheduled lease termination.

16. Property Conveyed "AS-IS, WHERE IS". IT IS UNDERSTOOD AND AGREED THAT, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, SELLER IS NOT MAKING AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE ECONOMICAL, FUNCTIONAL, ENVIRONMENTAL OR PHYSICAL CONDITION OF ALL OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE, ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITIONS, AVAILABILITY OF ACCESS, INGRESS OR EGRESS, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE ECONOMICAL, FUNCTIONAL, ENVIRONMENTAL OR PHYSICAL CONDITION OF THE PROPERTY INCLUDING, WITHOUT LIMITATION: (i) THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF ANY OF THE Property, (ii) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO ANY OF THE PROPERTY AND (iii) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF ANY OF THE PROPERTY. BUYER AGREES THAT WITH RESPECT TO THE PROPERTY, BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR ANY AGENT OF SELLER NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. BUYER REPRESENTS THAT IT IS A KNOWLEDGEABLE BUYER OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF BUYER'S CONSULTANTS, AND THE REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS AGREEMENT, SUBJECT, HOWEVER, TO THE LIMITATIONS CONTAINED HEREIN UPON SUCH REPRESENTATIONS AND WARRANTIES, AND THAT SELLER HAS OR SHALL HAVE AFFORDED BUYER WITH A FULL AND COMPLETE OPPORTUNITY TO MAKE ITS OWN INDEPENDENT INVESTIGATION OF THE PROPERTY AND ALL MATTERS PERTAINING THERETO INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF AND, UPON CLOSING, SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER'S INSPECTIONS AND INVESTIGATIONS. BUYER ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER

SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS," WITH ALL FAULTS, AND THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS (EXCEPT AS HEREIN SPECIFICALLY PROVIDED), COLLATERAL TO OR AFFECTING ANY OF THE PROPERTY BY SELLER, ANY AGENT OF SELLER OR ANY THIRD PARTY. BUYER EXPRESSLY AGREES THAT THE TERMS AND CONDITIONS OF THIS PARAGRAPH 16 SHALL EXPRESSLY SURVIVE THE CLOSING AND NOT MERGE THEREIN AND SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO ANY OF THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO IN THIS AGREEMENT.

17. Conditions Precedent to Closing.

The obligations of Buyer hereunder are subject to the fulfillment of the following conditions prior to or on the Closing Date (any one of which may be waived in whole or in part by Buyer at or prior to the Closing) and in the event any of the conditions are not complied with, Buyer may terminate this Agreement by notifying the Seller and Escrow Agent and thereupon shall be returned the Deposit and thereafter this Agreement shall be null and void:

(a) Correctness of Warranties and Representations. The warranties and representations made by Seller in this Agreement shall be true and correct on the Closing Date as though such representations and warranties were made on the Closing Date (except for changes in the Leases permitted under the terms of this Agreement).

(b) Compliance with Terms and Conditions. Seller shall have performed and complied with all of the terms and conditions required by this Agreement to be performed and complied with by it prior to or on the Closing Date.

(c) Buyer's Satisfaction with Inspection. Buyer shall have notified Seller of Buyer's satisfaction with the inspection performed under
Section 11 of this Agreement, or shall fail to notify Seller on or before the Due Diligence Expiration Date, of Buyer's dissatisfaction with the results of such review.

18. Brokers.

(a) Seller and Buyer each represent to the other that neither Seller nor Buyer has dealt with any real estate broker, dealer or salesman in connection with the subject transaction.

(b) Seller and Buyer shall and hereby each agree to indemnify, defend, and hold harmless the other from and against any loss, damage, or claim resulting from a breach of the representations of Seller and Buyer set forth in Paragraph 18(a) hereof.

(c) The provisions of this Paragraph 18 shall survive Closing hereunder, or any other termination of this Agreement.

19. Notices. All notices, requests and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered (i) in person, or (ii) by certified mail, return receipt requested, or
(iii) by recognized overnight delivery service providing positive tracking of items (for example, Federal Express), or (iv) by confirmed telecopier, in each case addressed as follows (or at such other address of which Seller or Buyer shall have given notice as herein provided):

If to Buyer, addressed to:

Brandywine Operating Partnership, L.P.

Newtown Square Corporate Campus
16 Campus Boulevard
Suite 150
Newtown Square, PA 19073
Attn: Gerard H. Sweeney,
President and Chief Executive Officer

with a copy in each instance to:

Brad A. Molotsky, General Counsel
Brandywine Operating Partnership, L.P.
Newtown Square Corporate Campus
16 Campus Boulevard
Suite 150
Newtown Square, PA 19073

If to Seller, addressed to:

Paint Works Corporate Center-H 20 E. Clementon Road, Suite 201 Gibbsboro, New Jersey 08026 Attention: R. Randle Scarborough

with a copy in each instance to:

Kelly Young, Esquire 20 East Clementon Road, Suite 202 Gibbsboro, New Jersey 08026

If to Escrow Agent, addressed to:

M. Gordon Daniels, Esquire Commonwealth Land Title Insurance Company 1700 Market Street Philadelphia, Pennsylvania 19103

or to such-other address or addresses and to the attention of such other person or persons as any of the parties may notify the other in accordance with the provisions of this Agreement. All such notices, requests and other communications shall be deemed to have been sufficiently given for all purposes hereof only if given pursuant to the foregoing requirements as to both manner and address, and only upon receipt (or refusal to accept delivery) by the party to whom such notice is sent. Notices by the parties may be given on their behalf by their respective attorneys.

20. Successors And Assigns. Except to a subsidiary or related party, Buyer may not assign this Agreement or any rights herein or any portion hereof without the prior written consent of Seller, which may be withheld for any reason or for no reason, except that no such consent shall be required to an assignment of this Agreement by Buyer to the Partnership. This Agreement shall apply to, inure to the benefit of and be binding upon and enforceable against the parties hereto and their respective permitted successors and assigns, to the same extent as if specified at length throughout this Agreement.

21. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one and the same Agreement.

22. Time Of The Essence. Time is of the essence of each and every provision in this Agreement. If any time period or date ends on a day or time which is a weekend, legal holiday or bank holiday, such period shall be extended to the same time on the next business day.

23. Judicial Interpretation. Should any provision of this Agreement require judicial interpretation, it is agreed that the court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agent prepared the same, it being agreed that the agents of all parties have participated in the preparation of this Agreement.

24. Captions And Recitals. The captions contained herein are not a part of this Agreement and are included solely for the convenience of the parties.

25. Entire Agreement. This Agreement and the Exhibits and Schedules attached hereto contains the entire agreement between the parties relating to the acquisition of the Property, all prior negotiations between the parties are merged by this Agreement and there are no promises, agreements, conditions, undertakings, warranties or representations, oral or written, express or implied, between them other than as herein set forth. No change or modification of this Agreement shall be valid unless the same is in writing and signed by the parties hereto. No waiver of any of the provisions of this Agreement, or any other agreement referred to herein, shall be valid unless in writing and signed by the party against whom it is sought to be enforced.

26. Governing Law; Venue.

(a) This Agreement and the rights and duties of the parties hereto and the validity, construction, enforcement and interpretation of this Agreement shall be governed by the laws of the State of New Jersey.

(b) With regard to any litigation arising out of or involving this Agreement, each party hereto: (i) irrevocably submits to the jurisdiction of the state and federal courts of the State of New Jersey and agrees and consents to service of process being made upon it in any legal proceeding arising out of or in connection herewith by service of process provided by the law of the State of New Jersey; (ii) irrevocably waives, to the fullest extent permitted by law, any objection which it now or hereafter may have to the laying of venue of any litigation arising out of or in connection with this Agreement brought in the State Courts of New Jersey or the United States District Court for the District of New Jersey; (iii) irrevocably waives any claims that any litigation brought in any such court has been brought in an inconvenient forum; and (iv) irrevocably agrees that any legal proceeding against any party hereto arising out of or in connection with this Agreement shall be brought in either the State Courts of New Jersey or the United States District Court for the District of New Jersey.

27. Confidentiality. Each of the parties to this Agreement covenants that it shall not communicate the terms or any aspect of this transaction prior to the Closing with any person or entity other than the other parties to this Agreement, except for Seller's agents, consultants, counsel and representatives of Buyer for Buyer's Due Diligence Activities and financing purposes, unless Buyer is advised by its counsel that applicable securities laws and regulations require. In addition, Buyer covenants that if it undertakes any investigation of the Property, it shall conduct such investigation of the Property as described herein and with the degree of confidentiality as Buyer would apply with respect to its own proprietary information. Notwithstanding the foregoing, at any time after expiration of the Due Diligence Period, Buyer may issue one or more press releases (which shall not disclose financial terms), if necessary or appropriate to comply with applicable securities laws and regulations.

28. Limitation Of Liability. No recourse shall be had for any obligation of Brandywine Realty Trust or Brandywine Operating Partnership, L.P. under this Agreement or under any document executed in connection herewith or pursuant hereto, or for any claim based thereon or otherwise in respect thereof, against any past, present or future trustee, shareholder, officer or employee of Brandywine Realty Trust or Brandywine Operating Partnership, L.P., whether by virtue of any statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being expressly waived and released by the Seller and all parties claiming by, through or under Seller.

Except for breaches of representations and warranties as stated in Sections 9 and 18 herein, which shall be full recourse obligations, no recourse shall be had for any obligation of Seller under this Agreement or under any document executed in connection herewith or pursuant hereto, or for any claim based thereon or otherwise in respect thereof, against any past, present or future general partner or employee of Seller whether by virtue of any statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being expressly waived and released by the Buyer and all parties claiming by, through or under Buyer.

29. SEC Reporting (8-K) Requirements. For the period of time commencing on the date hereof and continuing through the first anniversary of the Closing Date, Seller shall, from time to time, upon reasonable advance written notice from Buyer, provide Buyer and its representatives, with access to all financial and other information then in Seller's possession pertaining to the period of Seller's ownership and operation of the Real Property, which information is relevant and reasonably necessary, in the opinion of Buyer's outside, third party accountants (the "Accountants"), to enable Buyer and its Accountants to prepare financial statements in compliance with any or all of (a) Rule 3-05 or 3-14 of Regulation S-X of the Securities and Exchange Commission (the "Commission"), as applicable; (b) any other rule issued by the Commission and applicable to Buyer; and (c) any registration statement, report or disclosure statement filed with the Commission by, or on behalf of Buyer. Seller shall deliver to Buyer's accountants a representation letter (the "Letter"), in the form annexed hereto as Exhibit "Q", provided that Buyer (and any assignee or designee acquiring title to the Real Property) shall indemnify and hold Seller harmless from and against any claim, damage, loss or liability including, without limitation, legal fees incurred by Seller in investigating, defending against or settling any such matter and the amount of any such settlement to which Seller is at any time subjected, bonafide or not, by any person who is not a party to this Agreement as a result of its delivery of the information described in this Paragraph, or delivery of the Letter. The Buyer acknowledges that the Seller is not making any representation or warranty regarding such information as is delivered in accordance with the terms of this Paragraph except to the extent set forth in the Letter or otherwise expressly set forth in this Agreement.

30. Partial Invalidity. If any term, covenant or condition of this Agreement, or the application thereof, to any person or circumstance shall be invalid or unenforceable at any time or to any extent, then the remainder of this Agreement, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is invalid or

unenforceable, shall not be affected thereby. Each term, covenant and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law.

31. No Recordation. Buyer shall not be entitled to record this Agreement or a memorandum or other notice of this Agreement in any public office. This Paragraph shall be deemed to be a specific directive to the officials of such public office NOT to accept this Agreement or a memorandum or other notice of this Agreement for recordation in any form whatsoever. Any violation of the provisions of this Paragraph 31 shall constitute an immediate default by Buyer under this Agreement.

32. Tender. Formal tender of an executed deed and purchase money is hereby waived by Buyer.

33. Further Assurances. After the Closing, Seller shall execute, acknowledge and deliver, for no further consideration, all assignments, transfers, deeds and other documents as Buyer may reasonably request to vest in Buyer and perfect Buyer's right, title and interest in and to the Property.

34. Jury Trial Waiver. BUYER AND SELLER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT EACH MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT AND AGREE THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

35. No Offer. THE DELIVERY OF THIS AGREEMENT DOES NOT CONSTITUTE AN OFFER AND THIS AGREEMENT SHALL NOT BE BINDING AND SHALL HAVE NO FORCE AND EFFECT UNLESS AND UNTIL A FULLY EXECUTED COUNTERPART HEREOF HAS BEEN DELIVERED TO EACH OF THE PARTIES. IT IS EXPRESSLY UNDERSTOOD THAT SELLER HAS NO OBLIGATION TO EXECUTE THIS AGREEMENT.

36. Indemnification.

Without limitation of any other Seller indemnity obligations set forth herein, from and after the Closing Date, Seller shall indemnify, defend and save and hold harmless Buyer, and its respective trustees, directors, officers and employees, of, from and against any and all loss, cost, expense, damage, claim, and liability, including reasonable attorney's fees and court costs, including, without limitation, attorney's fees and costs associated with the enforcement of Seller's indemnification obligations for all claims brought within one year of such Closing (hereinafter collectively, "Losses") which Buyer may suffer or incur, resulting from, relating to, or arising in whole or in part, from or out of (i) any misrepresentation or breach of a representation or warranty by Seller contained in this Agreement; (ii) any failure to fulfill any covenant or agreement of Seller contained in this Agreement; (iii) all litigation as set forth in this

Agreement and on Exhibits hereto; (iv) any and all actions, suits, investigations, proceedings, demands, assessments, audits, judgments, and/or claims arising out of or relating to any of the foregoing.

Promptly after receipt by Buyer of written notice of the commencement of any suit, audit, demand, judgment, action, investigation or proceeding (a "Third Party Action") or promptly after Buyer incurs a Loss or has knowledge of the existence of a Loss, Buyer will, if a claim with respect thereto is to be made against Seller due to Seller's obligation to provide indemnification hereunder, give Seller written notice of such Loss or the commencement of any Third Party Action; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve Seller of any of its obligations hereunder. Promptly after receiving such notice, Seller will, upon notice to Buyer, have the right to assume and control the defense and settlement of any such Third Party Action at its own cost and expense; provided, however, that it shall be a condition precedent to the exercise of such right by Seller that Seller shall agree in writing that the Loss, or Third Party Action, as the case may be, is properly within the scope of the indemnification obligation and that as between the parties, Seller shall be responsible to satisfy and discharge such Third Party Action. Seller shall not enter into any resolution or other compromise of a Third Party Action without obtaining the complete release of Buyer for any liability to all claimants under or pursuant to such Third Party Action. Buyer shall have the right to participate in any such defense, contest or other protective action at its own cost and expense.

Notwithstanding the foregoing, Buyer shall have the right to assume and control the defense and settlement of a Third Party Action (a) if such action includes claims for equitable relief which, if determined adversely to Buyer, could reasonably be expected to interfere with its intended business operations or damage its business reputation or (b) if Seller fails to do so in a timely manner. In any circumstances in which Buyer undertakes to control the Third Party Action as provided in this paragraph, it shall (i) not enter into any resolution or other compromise involving monetary damages without obtaining the prior written consent of Seller provided that such written consent may not be withheld if it would interfere with Buyer's business operation and (ii) keep Seller informed on an ongoing basis of the status of such Third Party Action and shall deliver to Seller, copies of all documents related to the Third Party Action reasonably requested by Seller. Buyer shall act to assure that all attorneys' fees and expenses incurred in connection therewith are reasonable.

IN WITNESS WHEREOF, intending to be legally bound hereby, the parties have duly executed this Agreement as of the day and year first above stated.

SELLER:

PAINT WORKS CORPORATE CENTER-H, a New Jersey
general partnership

By:  /s/Robert K. Scarborough
     -------------------------------------
     Robert K. Scarborough, its authorized
     managing general partner


By:  /s/Olive A. Scarborough
     -------------------------------------
     Olive A. Scarborough, its authorized
     general partner

BUYER:

BRANDYWINE REALTY TRUST, a
Maryland Real Estate Investment Trust

By:  /s/Gerard H. Sweeney
     -------------------------------------
      Name:  Gerard H. Sweeney
      Title:  President & CEO

The Undersigned Hereby Acknowledges
Receipt Of The Deposit And Agrees To
Hold And Apply The Same In Accordance
With The Provisions Of The Escrow Terms

Commonwealth Land Title Insurance Company:

By:  /s/M. Gordon Daniels
   ----------------------
      M. Gordon Daniels

EXECUTION

20 EAST CLEMENTON ROAD

AGREEMENT OF SALE

Between

PAINT WORKS CORPORATE CENTER-H

and

BRANDYWINE REALTY TRUST

Dated as of December 8, 1997

Exhibit A               Description of Land
Exhibit B               List of Contracts
Exhibit C               Certified Rent Roll
Exhibit D               Permitted Exceptions
Exhibit E               Excluded Personal Property
Exhibit F               Form of Deed
Exhibit G               Form of Scarborough Lease
Exhibit H               Bill of Sale
Exhibit I               Form of Assignment(s)
Exhibit J               Form of Non-Foreign Person Certification
Exhibit K               Pending Litigation
Exhibit L               Contracts Not Terminable with 30 days Notice
Exhibit M               Environmental Notices
Exhibit N               Outstanding Brokerage Commissions and TI
Exhibit O               Form of Estoppel Certificate
Exhibit P               Identified Tenants
Exhibit Q               Representation Letter

Exhibit 10.11

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT, dated as of December 11, 1997, is entered into by and among BRANDYWINE REALTY TRUST, a Maryland real estate investment trust (the "Trust"), BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the "Partnership"), LAUREL OAK ROAD, L.L.C. (the "LLC"), and M. SEAN SCARBOROUGH and R. RANDLE SCARBOROUGH, the sole members of the LLC (together, the "Members").

RECITALS

WHEREAS, the LLC holds ownership interests in certain properties (the "Properties") which it may contribute to the Partnership in exchange for units of limited partnership interests ("Units") in the Partnership in accordance with the terms of that certain Agreement, dated as of the date hereof, by and among the parties hereto (the "Contribution Agreement");

WHEREAS, pursuant to the Partnership Agreement (as defined below), the Units will be redeemable for cash or common shares of beneficial interest, par value $.01 per share, of the Trust (the "Common Shares") upon the terms and subject to the conditions contained therein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions. In addition to the definitions set forth above, the following terms, as used herein, have the following meanings:

"Affiliate" of any Person means any other Person directly or indirectly controlling or controlled by or under common control with such Person. For the purposes of this definition, "control", when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

"Agreement" means this Registration Rights Agreement, as it may be amended, supplemented or restated from time to time.

"Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized by law to close.

"Commission" means the United States Securities and Exchange Commission.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Partnership Agreement" means the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of November 18, 1997, as the same may be amended, modified or restated from time to time.

"Person" means an individual or a corporation, partnership, limited liability company, association, trust, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

"Registrable Securities" means any Common Shares issued or issuable upon any redemption of Units issued pursuant to the Contribution Agreement; provided that such Common Shares shall cease to constitute Registrable Securities once: (i) a registration statement covering such Common Shares has been declared effective by the Commission and such Common Shares have been sold or transferred pursuant to such effective registration statement, (ii) such Common Shares may be sold pursuant to Rule 144(k) under the Securities Act or (iii) such Common Shares have been otherwise transferred in a transaction that would constitute a sale thereof under the Securities Act, the Trust has delivered a new certificate or other evidence of ownership for such Common Shares not bearing the Securities Act restricted stock legend and such Common Shares may be resold without subsequent registration under the Securities Act.

"Registration Expenses" means all expenses incident to the Trust's performance of or compliance with Article 2, including, without limitation, all registration and filing fees, all listing fees, all fees and expenses of complying with securities or blue sky laws, and printing expenses, the fees and disbursements of counsel for the Trust and of the Trust's independent public accountants, but excluding fees and disbursements of counsel or other advisors for the LLC or the Members and excluding any brokerage discounts or commissions payable in connection with a sale of Registrable Securities.

"Rule 144" means Rule 144 under the Securities Act, as amended from time to time (or any successor statute).

"Securities Act" means the Securities Act of 1933, as amended.

2. Registration Rights.

2.1 Registration on Demand.

2.1.1 Demand. At any time following the issuance of the Units to the LLC and subject to Sections 2.1.3 and 2.1.6, upon the written request (the "Demand") of the LLC that the Trust effect the registration under the Securities Act of the reoffer and resale of all, and not less than all, of the Registrable Securities, the Trust shall prepare and file, within 75 days after the Demand is received, and shall thereafter use its reasonable efforts to cause to become effective, a "shelf" registration statement under the Securities Act covering the reoffer and resale of the Registrable Securities by the LLC in an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act.

2.1.2 Registration of Other Securities. Whenever the Trust shall effect a registration pursuant to this Section 2.1, holders of securities of the Trust who have "piggyback" registration rights may include all or a portion of such securities in such registration, offering or sale.

2.1.3 Registration Statement Form S-3. Registrations under this Section 2.1 shall only be required to be made on Form S-3, or any successor form. In the event the Trust is not eligible to use Form S-3 to register the Registrable Securities at the time it receives a Demand, the Trust shall notify the LLC (a "Demand Rejection") within five days of its receipt of the Demand. Thereafter, the LLC shall have the option, exercisable by written notice delivered to the Trust within five days of its receipt of a Demand Rejection, to allow the Trust to delay the filing of the applicable registration statement until that date on which the Trust is again eligible to file a Form S-3. In the event the LLC does not exercise such option, such Demand shall be deemed to be withdrawn. The Trust hereby represents and warranties to the LLC that, as of the date hereof, the Trust is eligble to register the Registrable Securties on Form S-3.

2.1.4 Expenses. The Trust shall pay the Registration Expenses in connection with the Demand registration effected pursuant to this
Section 2.1. If a registration requested pursuant to this Section 2.1 is withdrawn or otherwise not effected, other than at the request of LLC, the Trust shall pay the Registration Expenses in connection therewith. If the registration pursuant to a Demand is withdrawn at the request of the LLC and if the LLC elects not to have such registration count as its Demand registration under this Section 2.1, the LLC shall pay all the Registration Expenses of such registration, other than the fees and expenses of counsel to the Trust or of any other holder of Trust securities participating in the registration (a "Participating Holder").

2.1.5 Effective Registration Statement. A registration requested pursuant to this Section 2.1 shall not be deemed to have been effected
(i) unless a registration statement with respect thereto has been declared effective by the Commission or (ii) if after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and has not thereafter become effective.

2.1.6 Limitations on Registration on Demand.

(i) In no event shall the Trust be required to effect more than one registration pursuant to this Section 2.1.

(ii) Notwithstanding anything herein, if the Trust reasonably believes that the filing of a registration statement with the Commission would adversely affect the contemplated activities of the Trust, then the Trust may postpone the filing of the applicable registration statement for a period not in excess of 30 days or, in the event the filing is being postponed in connection with a proposed underwritten public offering of the Trust's

securities, for such longer period (not to exceed an additional 30 days) as may be reasonably requested by the managing underwriter for such proposed offering.

(iii) Notwithstanding anything herein, if the filing of a registration statement pursuant to a Demand would require the Trust to include in a filing with the Commission financial statements of probable or completed acquisitions in order that such registration statement be in compliance with rules and regulations of the Commission, then the Trust may delay the filing of such registration statement until it has included the requisite financial statements (including any necessary pro forma financial information) in a filing with the Commission.

2.2 Registration Procedures.

2.2.1 In connection with the registration of any Registrable Securities under the Securities Act as provided in Section 2.1, the Trust shall as promptly as practicable:

(i) prepare and file with the Commission the requisite registration statement to effect such registration and thereafter use commercially reasonable efforts to cause such registration statement to become and remain effective;

(ii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until all of such Registrable Securities have been sold thereunder;

(iii) furnish to the LLC such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such number of copies of such other documents as the LLC may reasonably request;

(iv) use commercially reasonable efforts (x) to register or qualify all Registrable Securities under such other securities or Blue Sky laws of such States of the United States of America where an exemption is not available and as the LLC shall reasonably request, (y) to keep such registration or qualification in effect for so long as such registration statement remains in effect, and (z) to take any other action which may reasonably be necessary or advisable to enable the LLC to consummate the disposition in such jurisdictions of the Registrable Securities to be sold by the LLC, except that the Trust shall not for any such purpose be required to qualify generally to do business as a foreign trust in any jurisdiction wherein it would not, but

for the requirements of this paragraph (iv), be obligated to be so qualified or to consent to general service of process in any such jurisdiction;

(v) notify the LLC upon discovery that, or upon the happening of any event as a result of which, the prospectus included in the registration statement filed pursuant to a Demand, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and at the request of the LLC, use its best efforts to promptly prepare and furnish to the LLC such number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made;

(vi) use commercially reasonable efforts to list all Registrable Securities covered by such registration statement on any national securities exchange or over-the-counter market, if any, on which Registrable Securities covered by such registration statement are then listed.

The LLC agrees that upon receipt of any notice from the Trust of the happening of an event of the kind described in Section 2.2.1(v), the LLC shall forthwith discontinue its disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until the LLC's receipt of the copies of the supplemented or amended prospectus contemplated by
Section 2.2.1(v).

2.3. Holdback Agreements; Information Blackout.

2.3.1 Holdback Agreements. In connection with an underwritten public offering of securities of the Trust, the LLC agrees that, if required by the underwriter or underwriters, it will not effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Registrable Securities, during the period commencing 10 days prior to the expected commencement of the offering and ending 30 days after the closing of such offering.

2.3.2 Information Blackout. At any time when a registration statement effected pursuant to this Section 2 relating to Registrable Securities is effective, upon written notice from the Trust to the LLC that the Trust has determined in good faith that sale of Registrable Securities pursuant to the registration statement would require disclosure by the Trust of non-public material information not otherwise required, in the judgment of the Trust, to be disclosed under applicable law, the LLC shall suspend sales of Registrable Securities pursuant to such registration statement until the earlier of (a) 30 days after the Trust makes such good faith determination and (b) such time as the Trust notifies the LLC that such material information has

been disclosed to the public or has ceased to be material or that sales pursuant to such registration statement may otherwise be resumed.

2.4 Preparation. In connection with the preparation and filing of any registration statement under the Securities Act in which the LLC is a selling shareholder, the Trust shall give the LLC not less than 15 days prior written notice of the preparation of such registration statement and give the LLC and its counsel and accountants the opportunity to review and comment on, at the LLC's expense, the applicable portions, relating to the LLC (including the Selling Shareholder and Plan of Distribution sections), of the registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto (provided that the LLC shall furnish the Trust with comments on any such amendment or supplement as promptly as the Trust shall reasonably require).

2.5 Indemnification.

2.5.1 Indemnification by the Trust. In the event of any registration of any securities of the Trust under the Securities Act in which the LLC is or may be a selling shareholder, the Trust shall, and hereby does, indemnify and hold harmless, the LLC, its members, officers, employees, agents and affiliates and each Person who controls the LLC within the meaning of the Securities Act, insofar as losses, claims, damages, or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of any fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus, or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, or (b) any violation by the Trust, its trustees, officers, employees or agents of this Agreement or any law applicable to and in connection with such registration, and the Trust shall reimburse the LLC and each such member, officer, agent or affiliate and controlling Person of the LLC for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding described in clauses (a) or
(b); provided, however, that the Trust shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with information furnished to the Trust by the LLC. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the LLC or any such director, officer, agent or affiliate or controlling Person and shall survive the transfer of such securities by the LLC.

2.5.2 Indemnification by the LLC If any Registrable Securities are included in any registration statement, the LLC shall indemnify and hold harmless (in the same manner and to the same extent as set forth in
Section 2.5.1 above) the Trust and each trustee,

officer and employee of the Trust and each Person who controls the Trust within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with information furnished to the Trust by the LLC.

2.5.3 Notice of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs of this Section 2.5, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, immediately give written notice to the latter of the commencement of such action; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this
Section 2.5, except to the extent that the indemnifying party is materially prejudiced by such failure. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying parties may agree, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable out of pocket costs related to the indemnified party's cooperation with the indemnifying party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned. Consent of the indemnified party shall be required for the entry of any judgment or to enter into a settlement only when such judgment or settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect such claim or litigation.

2.5.4 Contribution. If the indemnification provided for in this Section 2.5 shall for any reason be held by a court to be unavailable to an indemnified party under Section 2.5.1 or 2.5.2 hereof in respect of any loss, claim, damage or liability, or any action in respect thereof, then, in lieu of the amount paid or payable under Sections 2.5.1 or 2.5.2 hereof, the indemnified party and the indemnifying party under Sections 2.5.1 or 2.5.2 hereof shall contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating the same), (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Trust on one hand and the LLC on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect the relative fault of the Trust on one hand and the LLC on the other that resulted in such loss, claim, damage or liability, or action in respect

thereof, as well as any other relevant equitable considerations. No Person guilty of fraudulent misrepresentation (within the meaning of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. In addition, no Person shall be obligated to contribute hereunder any amounts in payment for any settlement of any action or claim, effected without such Person's written consent, which consent shall not be unreasonably withheld.

3. Modification; Waivers. This Agreement may be modified or amended only with the written consent of each party hereto. No party shall be released from its obligations hereunder without the written consent of the other party. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by the party entitled to enforce such term, but any such waiver shall be effective only if in a writing signed by the party against which such waiver is to be asserted. Except as otherwise specifically provided herein, no delay on the part of any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party hereto of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

4. Entire Agreement. This Agreement represents the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior and contemporaneous agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. In the event the LLC elects to sell the Property to the Partnership for cash instead of contributing the Property to the Partnership, pursuant to Section 3 of the Contribution Agreement, this Agreement shall automatically terminate and no party hereto shall have any further rights or obligations hereunder.

5. Severability. If any provision of this Agreement, or the application of such provision to any party or circumstance, shall be held invalid, the remainder of this Agreement or the application of such provision to other parties or circumstances, to the extent permitted by law, shall not be affected thereby; provided, that the parties shall negotiate in good faith with respect to an equitable modification of the provision or application thereof held to be invalid.

6. Notices. All notices, requests and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered (i) in person, (ii) by certified mail, return receipt requested, (iii) by recognized overnight delivery service providing positive tracking of items (for example, Federal Express), or (iv) by confirmed telecopier, in each case addressed as follows:

c/o Brandywine Realty Trust Newtown Square Corporate Campus 16 Campus Boulevard
Suite 150
Newtown Square, PA 19073
Attention: Gerard H. Sweeney, President and Chief Executive Officer
Fax: (610) 325-5622

Brad A. Molotsky, General Counsel Brandywine Operating Partnership, L.P.

Newtown Square Corporate Campus

16 Campus Boulevard
Suite 150
Newtown Square, PA 19073
Fax: (610) 325-5622

Scarborough Properties
20 E. Clementon Road, Suite 201 Gibbsboro, NJ 08026
Attention: R. Randle Scarborough Fax: (609) 435-4554

Kelly Young, Esquire
20 East Clementon Road, Suite 202 Gibbsboro, NJ 08026
Fax: (609) 346-3233

or to such other address or addresses and to the attention of such other person or persons as any of the parties may notify the other in accordance with the provisions of this Agreement. All such notices, requests and other communications shall be deemed to have been sufficiently given for all purposes hereof only if given pursuant to the foregoing requirements as to both manner and address, and only upon receipt (or refusal to accept delivery) by the party to whom such notice is sent. Notices by the parties may be given on their behalf by their respective attorneys.

7. Successors and Assigns. This Agreement shall inure to the benefit of and shall be binding upon the Trust and the LLC and their respective successors and permitted

assigns. The parties hereto anticipate that the LLC will transfer all of the Units to the Members in a transaction exempt from the registration requirements of the Securities Act. Following such a transfer, all references herein to "LLC" shall be deemed to refer to the Members, and following such a transfer, all decisions and notices hereunder shall be made by the holders of not less than a majority of the Registrable Securities outstanding and all other holders of Registrable Securities shall be bound by any such decision.

8. Counterparts. This Agreement may be executed in counterparts, each of which for all purposes shall be deemed to be an original and all of which together shall constitute the same agreement.

9. Headings. The Section headings in this Agreement are for convenience of reference only, and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

10. Construction. This Agreement shall be governed, construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to its principles of conflict of laws.

11. Recapitalizations, etc. In the event that any shares of beneficiary interest or other securities are issued in respect of, in exchange for, or in substitution of, any Registrable Securities by reason of any reorganization, recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, share dividend, split-up, sale of assets, distribution to shareholders or combination of the shares of Registrable Securities or any other similar change in the Trust's capital structure, appropriate adjustments shall be made in this Agreement so as to fairly and equitably preserve, as far as practicable, the original rights and obligations of the parties hereto under this Agreement.

12. Term. This Agreement shall continue in full force and effect until the earlier of (i) six (6) years after the date hereof and (ii) the first date on which the LLC and its permitted assigns may sell all of the Registrable Securities held by them in a ninety (90) day period pursuant to Rule 144 under the Securities Act.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first above written and delivered by their respective duly authorized officers.

LAUREL OAK ROAD, LLC

By: /s/ M. Sean Scarborough
    --------------------------------
     M. Sean Scarborough, authorized
      member


By: /s/ R. Randle Scarborough
    --------------------------------
      R. Randle Scarborough, authorized
      member

/s/ M. Sean Scarborough
------------------------------------
M. Sean Scarborough

/s/ R. Randle Scarborough
------------------------------------
R. Randle Scarborough

BRANDYWINE OPERATING PARTNERSHIP, L.P.

By: BRANDYWINE REALTY TRUST, its sole
general partner

By: /s/ Gerard H. Sweeney
    --------------------------------
      Name:  Gerard H. Sweeney
      Title:  President & CEO

BRANDYWINE REALTY TRUST

By: /s/ Gerard H. Sweeney
    --------------------------------
      Name:  Gerard H. Sweeney
      Title:  President & CEO

Exhibit 10.12

FIRST AMENDMENT TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
BRANDYWINE OPERATING PARTNERSHIP, L.P.

THIS FIRST AMENDMENT, dated as of December 11, 1997 (the "Amendment"), amends the Amended and Restated Partnership Agreement (the "Partnership Agreement") of BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the "Partnership"). Capitalized terms used herein but not defined herein shall have the meanings given such terms in the Partnership Agreement.

BACKGROUND

A. Pursuant to the Partnership Agreement, Brandywine Realty Trust (the "General Partner"), as the general partner of the Partnership, has the power and authority to issue additional Partnership Interests to persons on such terms and conditions as the General Partner may deem appropriate.

B. The General Partner, pursuant to the exercise of such power and authority and in accordance with the Partnership Agreement, has determined to execute this Amendment to the Partnership Agreement to evidence the issuance of additional Partnership Interests and the admission of the other signatories hereto as Limited Partners of the Partnership in exchange for certain contributions of real estate and real estate related assets that are being made to the Partnership on the date hereof pursuant to three separate Agreements (relating, respectively, to properties commonly known as 1007 Laurel Oak Road, 500 Scarborough Drive and the PaintWorks Property) among the Partnership, the General Partner and the Admitted Partners.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby amend the Partnership Agreement as follows:

1. The Partnership Agreement is hereby amended to reflect the admission as a Limited Partner on the date hereof of the Persons set forth on Schedule A-1 attached hereto (the "Initial Admitted Partners") and the ownership by such Persons of the number of Class A Units listed opposite each Person's name on Schedule A-1. Immediately following the issuance of such Class A Units to the Initial Admitted Partners, the Initial Admitted Partners will transfer all of such Class A Units to the members or partners of such Initial Admitted Partners, with the result that the Initial Admitted Partners will have withdrawn from and ceased to be Limited Partners and the Persons listed on Schedule A-2 attached hereto (the "Subsequent Admitted Partners") will have become Limited Partners and will hold the Class A Units issued pursuant to this Amendment. Attached as Schedule B is a list of the Partners of the Partnership prior to the admission of the Initial Admitted Partners, together with the number and class of Partnership Interests owned by such partners.

2. The Partnership Interests issued hereby shall constitute Class A Units; provided that any distribution to be received by the Subsequent Admitted Partners on the Class A Units transferred to them on the date hereof by the Initial Admitted partners on account of the fiscal quarter in which the Subsequent Admitted Partners are admitted to the Partnership shall be pro-rated to reflect the portion of the fiscal quarter of the Partnership for which the Subsequent Admitted Partners held such Class A Units and shall not be pro-rata in accordance with their then Percentage Interests.

3. By execution of this Amendment to the Partnership Agreement by the General Partner and the Initial Admitted Partners and Subsequent Admitted Partners, the Initial Admitted Partners and Subsequent Admitted Partners agree to be bound by each and every term of the Partnership Agreement as amended from time to time in accordance with the terms of the Partnership Agreement. The General Partner confirms that the provisions in Section 18.1(a) of the Partnership Agreement shall apply to the Subsequent Admitted Partners notwithstanding Section 18.7 of the Partnership Agreement.

4. On the date of this Amendment, each of the Subsequebt Admitted Partners shall execute and deliver to Brandywine Realty Trust an Irrevocable Proxy coupled with an Interest in the form set forth on Exhibit 1 hereto attached.

5. Except as expressly set forth in this Amendment to the Partnership Agreement, the Partnership Agreement is hereby ratified and confirmed in each and every respect.

IN WITNESS WHEREOF, this Amendment to the Partnership Agreement has been executed and delivered as of the date first above written.

GENERAL PARTNER:

BRANDYWINE REALTY TRUST

By: /s/ Gerard H. Sweeney
    ---------------------------------------------

Its:  President and CEO
    ---------------------------------------------

INITIAL ADMITTED PARTNERS:

LAUREL OAK ROAD LLC

By: /s/ M. Sean Scarborough
    ---------------------------------------------

Its: Member
    ---------------------------------------------

[Executions Continued]

ENGLISH CREEK PARTNERS #2,
Limited Partnership

By: /s/ R. Randle Scarborough
    ---------------------------------------------

Its:  General Partner
    ---------------------------------------------

PWCCW

SUBSEQUENT ADMITTED PARTNERS:

/s/ R. Randle Scarborough
-------------------------------------------------

R. Randle Scarborough

/s/ M. Sean Scarborough
-------------------------------------------------
M. Sean Scarborough

/s/ Steven L. Shapiro
-------------------------------------------------
Steven L. Shapiro

/s/ Robert K. Scarborough
-------------------------------------------------
Robert K. Scarborough

/s/ Raymond J. Perkins
-------------------------------------------------
Raymond J. Perkins

                     SCHEDULE "A-1"
INITIAL                            NUMBER OF
ADMITTED                           PARTNERSHIP
PARTNERS                           INTERESTS

Laurel Oak Road LLC                  61,188

English Creek Partners #2,
Limited Partnership                  63,404

PWCCW                               265,384

SUBSEQUENT                          NUMBER OF
ADMITTED                           PARTNERSHIP
PARTNERS                            INTERESTS


R. Randle Scarborough                59,578


M. Sean Scarborough                  60,576


Steven L. Shapiro                     1,902


Robert K. Scarborough               265,384


Raymond J. Perkins                    2,536

                                          NUMBER OF
                                         PARTNERSHIP
                                          INTERESTS
LIMITED PARTNERS                     (ALL CLASS A UNITS)


Safeguard Scientifics, Inc.                 252,387


The Nichols Company                           2,742


Brian F. Belcher                              7,245


Jack R. Loew                                  1,245


Craig C. Hough                                1,245


Gary C. Bender                                1,434


Werner A. Fricker                             6,830


Brandywine Holdings I, Inc.                       5


Brandywine Realty Trust                     163,399


                                           NUMBER OF
                                          PARTNERSHIP
                                           INTERESTS
GENERAL PARTNER                          (ALL GP UNITS)

Brandywine Realty Trust                    23,172,642

EXHIBIT 1

IRREVOCABLE PROXY COUPLED WITH AN INTEREST

KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby irrevocably constitutes and appoints the General Partner, any Liquidating Trustee, and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead to: execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (i) all certificates, documents and other instruments (including, without limitation, this Agreement and the Certificate and all amendments or restatements thereof) that the General Partner or the Liquidating Trustee deems appropriate or necessary to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (ii) all instruments that the General Partner deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with its terms; (iii) all conveyances and other instruments or documents that the General Partner deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; and (iv) all instruments relating to the admission, withdrawal, removal or substitution of any Partner pursuant to the provisions of this Agreement, or the Capital Contribution of any Partner. The foregoing power of attorney is irrevocable and a power coupled with an interest, in recognition of the fact that each of the Partners will be relying upon the power of the General Partner to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive the death, incapacity or incompetency of a Limited Partner to the effect and extent permitted by law and the Transfer of all or any portion of such Limited Partner's Partnership Units and shall extend to such Limited Partner's heirs, distributees, successors, assigns and personal representatives.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Proxy on this [ ] day of December, 1997.

Exhibit 10.13

TAX INDEMNIFICATION AGREEMENT

This Tax Indemnification Agreement (the "Agreement") is made as of December 11, 1997, by and among Brandywine Operating Partnership, L.P., a Delaware limited partnership (the "Partnership"), Robert K. Scarborough t/a PWCCW ("PWCCW"), and Robert K. Scarborough ("RKS") (together with PWCCW, the "Limited Partner").

WITNESSETH:

WHEREAS, the Limited Partner has executed that certain Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P., dated as of November 18, 1997 (the "Partnership Agreement"); and

WHEREAS, Limited Partner received its limited partnership interest in the Partnership in exchange for the contribution to the Partnership of certain assets listed on Schedule A hereto (the "Assets") in a transaction to which
Section 721 of the Internal Revenue Code of 1986, as amended (the "Code") applied; and

WHEREAS, at the time of the contribution, Limited Partner had unrealized built-in gain (as defined in Treasury Regulation Section 1.704-3(a)(3)) in each Asset as set forth on Schedule A hereto; and

WHEREAS, the Partnership is willing to reimburse and indemnify the Limited Partner for possible tax on the built-in gain of the Limited Partner in the Assets under the limited circumstances set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth herein, the parties hereto, intending to be legally bound hereby, agree as follows:

AGREEMENT

1. Definitions. As used in this Agreement, the capitalized terms shall have the respective meanings ascribed to them in this Section 1. Capitalized terms not defined herein, shall have the meanings ascribed to them in the Partnership Agreement.

"Built-in Gain" means the unrealized built-in gain of the Limited Partner in the Assets, individually and cumulatively, as determined from time to time in accordance with Section 704(c), Treasury Regulation Section 1.704-3(a)(3) and the Partnership Agreement.

"Covered Tax Liabilities" means the sum of (A) any federal and state taxes (excluding interest and penalties) imposed on any remaining Built-in Gain of the Limited Partner as a result of a sale or distribution (other than a distribution to the Limited Partner) of the Assets to which Section 704(c) of the Code applies at time during the Term, plus (B) any additional federal and state taxes (excluding interest and penalties) which may be imposed on a distribution to the Limited Partner under this Agreement.

"Term" means the 48 month period beginning as of the date of this Agreement.

2. Indemnification for Tax on Built-in Gain. Within 90 days following the occurrence of an event (such as a sale or distribution of the Assets (other than a distribution to the Limited Partner) to which Section 704(c) of the Code applies) which causes the Covered Tax Liabilities to become fixed and determined, the Partnership hereby agrees that it shall cause a distribution to be made by the Partnership to the partners of the Partnership under and in accordance with Section 6.1 of the Partnership Agreement such that under such distribution, the Limited Partner shall receive an amount equal to the Covered Tax Liabilities paid by the Limited Partner. Notwithstanding the foregoing, federal, state or local tax on the Built-in Gain of the Limited Partner arising as a result of (i) the sale or distribution of the Assets after the Term or (ii) the disposition, transfer or conversion by the Limited Partner of its limited partnership interest at any time (including during the Term), shall be the sole obligation of the Limited Partner and the Partnership shall not effect a distribution under this Section 2 and Section 6.1 of the Partnership Agreement and shall have no other liability therefor under this Agreement or otherwise.

3. Initial Determination of its Built-in Gain. The Limited Partner hereby represents and warrants that as of the date of their contribution to the Partnership, the Built-in Gain of the Limited Partner in each of the Assets is as set forth on Schedule A hereto.

4. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of law principles thereof.

5. Counterparts. This Agreement may be executed in one or more counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts together constituting the same agreement.

IN WITNESS WHEREOF, this Tax Indemnification Agreement has been duly executed and delivered by the respective parties on the date first above written.

BRANDYWINE OPERATING PARTNERSHIP, L.P.
By: Brandywine Realty Trust, its general partner

/s/ Gerard H. Sweeney
------------------------------------------------------
By: Gerard H. Sweeney
Title:  President and Chief Executive Officer

ROBERT K. SCARBOROUGH T/A PWCCW

/s/ Robert K. Scarborough
------------------------------------------------------
By: Robert K. Scarborough


/s/ Robert K. Scarborough
------------------------------------------------------

Robert K. Scarborough

/s/ Gerard H. Sweeney
------------------------------------------------------
By: Gerard H. Sweeney
Title:  President and Chief Executive Officer

/s/ M. Sean Scarborough
------------------------------------------------------
By: Mr. Sean Scarborough
Title:    Member


/s/ M. Sean Scarborough
------------------------------------------------------
By:  M. Sean Scarborough

/s/ R. Randle Scarborough
------------------------------------------------------

By:  R. Randle Scarborough

/s/ Gerard H. Sweeney
------------------------------------------------------
By: Gerard H. Sweeney
Title:  President and Chief Executive Officer

/s/ R. Randle Scarborough
------------------------------------------------------
By: R. Randle Scarborough
Title:    General Partner


/s/ R. Randle Scarborough
------------------------------------------------------
R. Randle Scarborough