BETWEEN

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                                AGREEMENT OF SALE

                              GOSHEN CORPORATE PARK


                                     BETWEEN

                             BRANDYWINE REALTY TRUST

                                       AND

                          XXXXX/XXXX CONSTRUCTION, INC.







                                                      DATED:  FEBRUARY 14, 1997
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                                AGREEMENT OF SALE
                              1336 Enterprise Drive
                              Goshen Corporate Park



         AGREEMENT OF SALE made this 14th day of February, 1997, between
BRANDYWINE REALTY TRUST, a Maryland Real Estate Investment Trust, its assignee
or nominee, having its principal office at 00 Xxxxxx Xxxxxxxxx, Xxxxx 000,
Xxxxxxx Xxxxxx, Xxxxxxxxxxxx 00000 ("Buyer"), and XXXXX/XXXX CONSTRUCTION, INC.,
having its principal office at 000 Xxxxxxxxxx Xxxxx, Xxxxx, XX 00000 ("Seller").

                                   BACKGROUND

         The Background of this Agreement is as follows:

         A. Seller is the owner of a certain parcel of land comprising
approximately 4.0 acres, together with the building and improvements thereon,
including a three (3) story office building containing approximately 38,470 net
rentable square feet, commonly known as 1336 Enterprise Drive, Goshen Corporate
Park, East Goshen Township, Pennsylvania; and

         B. Seller desires to sell to Buyer and Buyer desires to purchase from
Seller the property referred to in this Agreement, upon the terms and conditions
set forth herein.

                              TERMS AND CONDITIONS

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and with the preceding Background paragraphs incorporated by
reference, the parties hereto, intending to he legally bound hereby, covenant
and agrees as follows:

         1.       PROPERTY BEING SOLD.

                  Seller shall sell, transfer and convey to Buyer on the Closing
Date (as hereinafter defined),

                  1.1 Real Property. Fee simple interest in the approximately
4.0 acre parcel of land, all as more fully described on Exhibit "A", with the
building and improvements thereon, including the three (3) story, approximately
38,470 net rentable square foot office building, commonly known as 0000
Xxxxxxxxxx Xxxxx, and having a street address of 1336 Enterprise Drive, Goshen
Corporate Park, East Goshen Township, Xxxxxxx County, Pennsylvania, and all of
the easements, licenses, rights of way, privileges, hereditaments,
appurtenances, and rights to any land lying in the beds of any street, road or
avenue, open or proposed, adjoining thereto, and inuring to the benefit of said
land (hereinafter collectively referred to as the "Premises"); and
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                  1.2 Personal Property. All equipment, fixtures, machinery and
personalty of every description attached to or used in connection with the
Premises (and not owned by tenants under leases of the Premises), including,
without limitation, those listed on the Schedule of Inventory attached hereto as
Exhibit "B", all artwork, renderings, flags, awnings, trade dress, and all
assignable intangible personal property owned by the Seller and used in
connection with the ownership, operation and maintenance of the land,
improvements and other property, including without limitation, all contract
rights, guaranties and warranties of any nature, all architects', engineers',
surveyors' and other real estate professionals' plans, specifications,
certifications, contracts, reports, data or other technical descriptions,
reports or audits (including, without limitation, all environmental, structural
and mechanical inspection reports), and all marketing materials ("Contract
Documents"), all governmental permits, licenses, certificates, and approvals in
connection with the ownership of the Premises ("Licenses"), all escrow accounts,
deposits, instruments, documents of title, general intangibles, all computers,
computer software programs and data and business records pertaining to the
Premises, and all of Seller's rights, claims, and causes of action if any, to
the extent they are assignable, under any warranties and/or guarantees of
manufacturers, contractors or installers, all rights against tenants and others
relating to the Premises or the operation or maintenance thereof, including to
the extent applicable, any warranties from any previous owners of the Premises
(hereinafter collectively referred to as "Personal Property"); and

                  1.3 Leases. All leases, licenses and other occupancy
agreements for any part of the Premises, and all prepaid rent and unapplied
security deposits (the "Leases"); and

                  1.4 Right to Names. Any and all right, title and interest of
Seller in and to the name "1336 Enterprise Drive", and the right to all printing
styles, trademarks and logos ("Names").

                           The Premises, Personal Property, Leases and Names are
sometimes hereinafter referred to as "Property."

         2.       PURCHASE PRICE AND MANNER OF PAYMENT.

                  2.1 Purchase Price. Buyer shall pay the total sum of Three
Million Six Hundred Thousand ($3,600,000) Dollars (hereinafter referred to as
the "Purchase Price") subject to adjustment, on a per diem basis.

                  2.2 Manner of Payment. The Purchase Price shall be paid in the
following manner:

                           2.2.1 Deposit. By delivery, upon Seller's execution
and delivery of this Agreement, of Buyer's good check in the amount of $25,000,
at Buyer's option, either to Commonwealth Land Title Insurance Company or
Lawyers Title Corporation (hereinafter referred to as "Escrow Agent" or
"Escrowee"). This sum, the sum specified in Section 2.2.2 below, and all other
sums paid by Buyer to the Escrow Agent under this Agreement (hereinafter
referred to as the "Deposit") shall be held by Escrow Agent in a
federally-insured, segregated money market account at an institution to be
designated by Buyer until termination or consummation of this Agreement.
Interest on the Deposit shall be credited to Buyer at Closing, or paid to the
party otherwise entitled to the Deposit in the event of the termination of this
Agreement prior to Closing.


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                           2.2.2 Additional Deposit. By delivery to Escrow
Agent, within two (2) business days next following the Inspection Period
Expiration Date (as hereinafter defined), of Buyer's good check in the amount of
$75,000.

                           2.2.3 Cash Balance. The balance by delivery to the
Seller on the Closing Date, by wire transfer, in the amount of $3,500,000,
subject to adjustment as herein provided.

                  2.3 Allocation. The Purchase Price shall be allocated between
realty and personalty in the manner provided on Schedule 2.3 attached hereto.

         3. TITLE. On the Closing Date, Seller shall convey to Buyer good and
marketable fee simple title to the Premises subject only to those rights of way,
easements, covenants restrictions, and objections to title (hereinafter
"Permitted Exceptions") listed on Exhibit "C" hereto, unless identified by Buyer
as "Title Objections" as hereinafter provided, and subject to the rights of
tenants listed on the rent roll attached hereto as Exhibit "D", which title
shall be insurable at regular rates by a reputable title insurance company
("Title Company") under an ALTA 1970 Form B (Revised 10/17/70 and 3/30/84) title
insurance policy ("Title Policy"), with the endorsements and affirmative
insurance specified in Section 12.2.1.10 below. Seller and Buyer consent to use,
at Buyer's option, either Commonwealth Land Title Insurance Company or Lawyers
Title Corporation, as the Title Company.

         4. COVENANTS. In addition to the covenants contained in the other
Sections of this Agreement, Seller covenants that it shall:

                  4.1 Maintenance. At all times prior to the Closing Date,
maintain the Property in good condition and repair, reasonable wear and tear
alone excepted, operate the Property with first class management practices and
leasing standards, and pay in the normal course of business prior to Closing,
all sums due for work, materials or service furnished or otherwise incurred in
the ownership and operation prior to Closing.

                  4.2 Alterations. Not make or permit to be made any
alterations, improvements or additions to the Property without the prior written
consent of Buyer, except 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.

                  4.3 Lease. Not enter into any new Lease, nor amend, modify or
terminate any existing Lease without Buyer's consent.

                  4.4 Security Deposits. Not apply any Tenant's security deposit
to the discharge of such Tenant's obligations, without Buyer's consent.

                  4.5 Xxxx Tenants. Timely xxxx all Tenants for all rent
billable under Leases, and use its best efforts to collect any rent in arrears.


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                  4.6 Notice to Buyer. Notify Buyer promptly of the occurrence
of any of the following:

                           (i) a fire or other casualty causing damage to the
Property, or any portion thereof;

                           (ii) receipt of notice of eminent domain proceedings
or condemnation of or affecting the Property, or any portion thereof;

                           (iii) receipt of notice from any governmental
authority or insurance underwriter relating to the condition, use or occupancy
of the Property, or any portion thereof, or any real property adjacent to any of
the Property, or setting forth any requirements with respect thereto;

                           (iv) receipt or delivery of any default or
termination notice or claim of offset or defense to the payment of rent from any
tenant;

                           (v) receipt of any notice of default from the holder
of any lien or security interest in or encumbering the Property, or any portion
thereof;

                           (vi) a change in the occupancy of the leased portions
of the Property;

                           (vii) notice of any actual or threatened litigation
against Seller or affecting or relating to the Property, or any portion thereof;

                           (ix) the commencement of any strike, lock-out,
boycott or other labor trouble affecting the Property, or any portion thereof;
or

                  4.7 Update Rent Roll. Provide Buyer with monthly updates of
the rent roll attached as Exhibit "D", each warranted by Seller to be true,
correct and complete, with a final update as of one day prior to the Closing
Date, also warranted by Seller to be true, correct and complete.

                  4.8 Comply with Leases. Perform all obligations of the
landlord as required by the Leases or by any order or direction of any
governmental authority having jurisdiction thereof, and to the extent required
by law or by any of the Leases, maintain all security deposits held under all
Leases in a segregated account, with interest thereon as required.

                  4.9 No New Agreements. Except for agreements which can be
terminated on not more than thirty (30) days' notice, not enter into any other
agreements which affect the Property or the transactions contemplated by this
Agreement, without the prior written consent of Buyer; and not permit the
creation of any liability which shall bind Buyer or the Premises after Closing.

                  4.10 Tax Disputes. Notify Buyer of any tax assessment disputes
(pending or threatened) prior to Closing, and not agree to any changes in the
real estate tax assessment, nor settle, withdraw or otherwise compromise any
pending claims with respect to prior tax assessments, without


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Buyer's prior written consent. 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.

                  The parties agree that from and after the Inspection Period
Expiration Date (as hereinafter defined), Buyer shall have the right to appeal
the current tax assessment of each tax parcel comprising the Premises. Buyer
shall consult with Seller prior to filing tax appeal documents, and shall afford
Seller reasonable advance notice prior to any public hearings or proceedings at
which said appeal will be considered. Seller agrees that Buyer may file such
appeals in its name or in Seller's name, as may be required, and Seller shall
cooperate with Buyer in the prosecution of such appeal; provided, however, that
Buyer agrees to pay the reasonable legal fees incurred by Seller, if any, in
connection with furnishing such cooperation.

                  4.11 No Removal of Personalty. Not remove any non-consumable
Personal Property from the Premises without replacing it with similar personal
property, new and of equal or better quality.

         5. REPRESENTATIONS AND WARRANTIES. In order to induce Buyer to enter
into this Agreement, Seller hereby represents and warrants to Buyer that the
following representations and warranties are true now and will be true at
Closing:

                  5.1 Seller's Authority For Binding Agreement. Seller is a duly
authorized and validly existing corporation formed under the laws of
Pennsylvania. Seller has full power, right and authority to own its properties,
to carry on its business as now conducted, and to enter into and fulfill its
obligations under this Agreement. Each of the persons executing this Agreement
on behalf of Seller is authorized to do so. This Agreement is the valid and
legally binding obligation of Seller, enforceable against Seller in accordance
with its terms. The execution and delivery of this Agreement and compliance with
its terms will not conflict with or result in the breach of any law, judgement,
order, writ, injunction, decree, rule or regulation, or conflict with or result
in the breach of any other agreement, document or instrument to which Seller is
a party or by which it or the Property is bound or affected.

                  5.2 Employment on "At-Will" Basis. All persons and entities
presently employed in connection with the operation and maintenance of the
Premises are employed on an "at will" basis; are dischargeable upon thirty (30)
days notice, and, unless otherwise directed by Buyer, shall be terminated by
Seller as of Closing. There are no labor disputes pending, nor to the best of
Seller's knowledge, contemplated pertaining to the operation or maintenance of
the Premises, or any part thereof. Seller is not party to any collective
bargaining agreement or labor contract; nor has Seller agreed to recognize any
union or collective bargaining unit. Seller has not received any requests from
any party for recognition as a representative of employees for collective
bargaining purposes; nor has any union or other collective bargaining unit been
certified as representing any of Seller's employees. Seller has complied in all
respects with all applicable laws relating to the employment of labor,
including, without limitation, the Employee Retirement Income Security Act of
1974, as amended


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("ERISA"), coverage requirements of group health plans, and those relating to
wages, hours, collective bargaining, unemployment insurance, workers
compensation, equal employment opportunity, age and handicapped discrimination,
immigration control and the payment and withholding of taxes. Seller does not
have any defined benefit, defined contribution, deferred compensation, profit
sharing or retirement or severance arrangements, whether legally binding or not,
in which its personnel are eligible to participate; nor is Seller presently
paying any pension, deferred compensation or retirement allowance to any person,
and Seller has no obligations to continue or to fund such compensation or other
arrangements. Seller has no employment agreements, either written or oral, with
any person which would require Buyer to employ any person after the date hereof.
Seller acknowledges that it is aware that Buyer may, but shall have no
obligation to, offer employment to any of the current employees of Seller. Prior
to Closing, Seller shall have paid all of its employees all accrued
compensation, including, without limitation, vacation, sick pay or other similar
benefits accrued through the date of Closing.

                  5.3 Service Contracts. Exhibit "E" attached hereto is a
complete list of all existing service, equipment, supply and maintenance
contracts with respect to or affecting the Property (the "Service Contracts"),
and each of such Service Contracts is terminable at will without penalty or
cancellation fee upon no more than thirty (30) days notice but, unless otherwise
directed by Buyer, and except as hereinafter expressly provided, the Service
Contracts shall not be terminated by Seller as of Closing. No written notice of
default or breach by Seller in the terms of any of such Service Contracts have
been received by Seller. Seller has performed, and at Closing shall have
performed, all obligations which it has under said Service Contracts.

Anything in this Section 5.3 to the contrary notwithstanding, Seller represents
and warrants that any and all existing management agreements and exclusive
brokerage or leasing agreements shall be terminated as of Closing, Seller having
fully paid and discharged any and all obligations accruing thereunder, and Buyer
shall assume no liability under or in respect of any such agreements.

                  5.4 Condemnation. There is no condemnation or eminent domain
proceeding pending with regard to any part of the Property, and to the best of
Seller's knowledge, no such proceedings are proposed.

                  5.5 No Lawsuits. There are no claims, lawsuits or proceedings
pending, or to the best of the Seller's knowledge, threatened against or
relating to the Property, or which could affect them, or either of them, in any
court or before any governmental agency, except for actions for possession,
damages and or rent, if any, against defaulted tenants as disclosed in Exhibit
"D".

                  5.6 No Tax Assessments. 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 knowledge,
there are no special or general assessments currently affecting or pending
against the Property, except as set forth in the Title Binder.

                  5.7 Leases. 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
Premises other than the leases (the "Leases") listed on the rent roll attached
hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant of the


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Premises, (ii) the date of that tenant's lease, (iii) the expiration date of
that tenant's lease, (iv) the annual and monthly minimum rental charge, the
tenant's share of building operating costs (including, without limitation,
taxes) and any and all costs, expenses and other charges payable by the tenant
under the Lease, (v) arrearages, if any, and whether the latest rent due has
been paid, (vi) the amount of prepaid rent, if any, (vii) a description of the
documents constituting said tenant's Lease, including all amendments,
modifications, and letter agreements; (viii) the amount or description of any
concessions, allowances, rebates, refunds, escrow or security deposits made by
the tenant under said tenant's Lease; (ix) any options to renew, extend,
purchase, cancel or terminate; (x) any defaults, outstanding notices of defaults
of any kind or nature whatsoever, claims of defaults or similar claim under
Leases, and (xi) such other information as Buyer or Buyer's investors or lenders
may reasonably request. 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 Premises 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 in the standard form of lease previously delivered to Buyer, 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 "D" are the actual rents,
income and charges being collected by Seller under the Leases. Any tenant
improvements which Seller 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 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 punchlist
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 or other person has
any right or option to acquire the Premises, or any part thereof, or, except as
provided in the CFM Technologies, Inc. Lease, to terminate any of the rights
currently appurtenant to the Premises, and there are no restrictive covenants in
any Leases. No tenant of the Premises 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 "D", no security deposits by
tenants have heretofore been returned or applied to charges against the tenants.

                  5.8      Compliance with Law.

                           (i) 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. The zoning classification of the Property is
"BP-Business Park". Not more than ten (10) days prior to Closing, Seller shall
provide Buyer with an estoppel certificate from the zoning code enforcement (or


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other appropriate) officer of East Goshen Township, confirming that no portion
of the Property is in violation of any applicable codes, and that the Property
is in compliance with applicable zoning restrictions.

                           (ii) 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 Premises any clean-up or other
monetary obligation. Seller has not been identified in any litigation,
administrative proceeding or investigation 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,
and no lien or superlien has been recorded, filed or otherwise asserted against
any real or personal property of Seller for any clean-up costs or other
responses costs incurred in connection with any environmental contamination that
is attributable, in whole or in part, to Seller. 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 Premises of
Hazardous Substances or Wastes during Seller's period of ownership. 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; 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 communication, written or oral, from any
governmental or quasi-governmental authority concerning any intentional or
unintentional action or omission on Seller's part which (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. To the best of Seller's knowledge, neither the Premises 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 Premises, if any, and Seller has
confirmed that 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.


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                  5.9 Insurance. Exhibit "F" attached hereto contains a true and
correct description of all insurance policies affecting the Property and the
operation thereof. All of said insurance policies shall remain in full force and
effect until the completion of Closing hereunder. Seller has not received any
written notice from any insurance company board of fire underwriters or rating
organization (or other body exercising similar functions) (i) claiming any
defects or deficiencies which have not been addressed and fully cured or
corrected, or (ii) requesting the performance of any repairs, alterations or
other work which have not been performed, or (iii) claiming any default which,
if not corrected, would result in a cancellation of insurance coverage.

                  5.10 Current Use Unrestricted. To the best of Seller's
knowledge, the current use of the Premises as a three (3) story building with
accessory off-street parking and is free from any restrictions which restrict or
prevent the continued use of the Premises as such.

                  5.11 No Brokers. As of Closing, no brokerage or leasing
commission or other compensation will be due or payable to any person, firm,
corporation, or other entity with respect to or on account of any of the Leases,
or any extensions or renewals thereof.

                  5.12 Utilities. 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 Premises, 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.

                  5.13 Permits, Approvals and Certificates. To the best of
Seller's knowledge, all required certificates of occupancy for the Property and
for separately demised spaces at the Property, and all other licenses, permits,
authorizations and approvals necessary for the operation of the Property, have
been validly issued and are in good standing and shall remain so upon
consummation of Closing. All charges and fees for such have been paid in full.

                  5.14 Good Title to Property. Seller holds good and marketable,
indefeasible fee simple title to the Property, free and clear of liens and
encumbrances, other than the lien of security interests securing any existing
mortgage loans which shall be paid and discharged at or before Closing, and the
Permitted Encumbrances.

                  5.15 All Taxes and Assessments Paid. Seller will have paid
prior to Closing, all taxes and assessments, including assessments payable in
installments, which are to become due and payable and/or a lien on the Property,
except for taxes for the current year which shall be prorated at Closing.

                  5.16 FIRPTA. Seller is not a "foreign person" as such term is
defined in Section 1445(f)(3) of the Internal Revenue Code of 1954, as amended
(the "Code").


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                  5.17 Operating Statement. To the best of Seller's knowledge,
Exhibit "G" is a correct and complete list of all (a) real estate taxes,
insurance and water and sewer rents applicable to the Property (the tenant, CFM
Technologies, Inc. paying for heat, electric, gas, fuel oil and trash collection
directly to the service provider), and maintenance and repairs performed by
Seller for the three years immediately preceding the date of this Agreement (CFM
performing certain maintenance and repairs pursuant to the terms of its lease);
and (b) actual income collected from rents and other charges paid by tenants
(but specifically excluding interest in reserves, tenant security deposits held
as such, and interest thereon) for the three (3) years immediately preceding
this Agreement.

                  5.18 Mechanic's Liens. 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, 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.

                  5.19 Inventory Schedule. The Schedule of Inventory contains a
correct and complete list of personal property owned by Seller and located at or
used in connection with the operation of the Property.

                  5.20 Charges, Fees and Assessments. Any and 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.

                  5.21 Rights to Purchase. There are no outstanding agreements,
options, rights of first refusal, conditional sales agreements or other
agreements or arrangements, whether oral or written, regarding the purchase and
sale of the Property, or which otherwise affect any portion of or all the
Property.

                  5.22 No Outstanding Obligations. 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. No debts, liabilities, claims, or obligations (whether known or unknown,
accrued, absolute, contingent, or otherwise) shall be outstanding as of the
Closing Date.

                  5.23 Access. All curb cut and street opening permits or
licenses required for vehicular access to and from the Property to any adjoining
public street have been obtained and paid for by Seller and shall be in full
force and effect at the Closing.

                  5.24 Rollback Rates. The Property is not subject to any
roll-back or agricultural taxation or other tax abatement program. Any roll-back
taxes payable in connection with Seller's development of the Property have been
paid in full.


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                  5.25 Development Agreements. Seller is in compliance with and
has fully paid and discharged all obligations arising under any and all
development, tri-party and like agreements, and any and all other agreements
with county, municipal and other governmental and quasi-governmental agencies
and authorities respecting the ownership, development and operation of the
Property and all portions thereof.

                  5.26 Correct Copies of Documents. Where copies of any
documents have been delivered by Seller to Buyer, whether prior to or pursuant
to this Agreement, such copies: (i) are exact copies of the originals of said
documents, as executed and delivered by all of the parties thereto; (ii) to the
best of Seller's knowledge, constitute, in each case, the entire agreement
between the parties thereto with respect to the subject matter thereof, and the
original instruments in the form delivered to Buyer, are now in full force and
effect, and valid and enforceable in accordance with their respective terms, and
no party thereto is in default, and no claim of default by any party has been
made or is now pending and there does not now exist any default which, after
either the giving of notice or the passing of time, or both, will or may
constitute a default, or would excuse performance by any party thereto; and
(iii) have not been changed or amended except for amendments, if any,
specifically referred to therein.

         6. POSSESSION. Possession of the Premises is to be given to Buyer,
subject to the right of tenants under the Leases on the Closing Date, by
delivery of the Deed, and all keys, combinations and security codes at Closing.

         7. BUYER'S REVIEW AND APPROVAL OF TITLE AND SURVEY.

                  7.1 Title Binder. Within fifteen (15) business days after
Buyer's receipt of a fully executed copy of this Agreement from Seller, Buyer
shall secure a current title commitment (the "Title Binder") from the Title
Company, and shall have until the Review Period Expiration Date (as hereinafter
defined) to examine the condition of title, including the terms and provisions
of all items and documents referred to in the Title Binder, and all information
regarding title as disclosed on the Survey (hereinafter defined), and to approve
or disapprove the same. If Buyer shall disapprove the condition of title, such
disapproval shall be set forth in a notice given to Seller (the "Disapproval
Notice") identifying the condition of title to the Property or any of the terms,
provisions or contents of said items, documents or Survey which are disapproved
by Buyer (the "Title Objections"). Subject to the provisions of the succeeding
portion of this Section 7.1, Seller shall have until the date which is ten (10)
days after the date of the Disapproval Notice (the "Title Cure Expiration Date")
in which to cure or eliminate all items which Buyer disapproves in the
Disapproval Notice, and to furnish evidence satisfactory to Buyer and the Title
Company that all such items have been cured or eliminated or that arrangements
have been made with the Title Company and any parties in interest to cure or
eliminate the same at or prior to the Closing. If Seller fails to remove any
Title Objection in accordance with the provisions of the immediately preceding
sentence, Buyer, nevertheless, may elect (at or prior to the Closing) to
consummate the transaction provided for in this Agreement subject to any such
Title Objection(s) as may exist as of the Closing with a credit against the
Purchase Price equal to the sum necessary to remove any Title Objection(s) of a
fixed or ascertainable amount, and Seller shall remain liable (which liability
shall survive the Closing) for the cost of removing any such Title Objection in
excess of the credit granted against the cash portion of the Purchase Price,


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and Seller shall reimburse Buyer for any and all costs, claims, damages,
obligations, liabilities and expenses (including, without limitation, reasonable
legal fees and expenses) incurred by Buyer with respect to the Title
Objection(s). If Buyer shall not so elect, Buyer may terminate this Agreement by
notice in writing to Seller, whereupon the Deposit shall be immediately refunded
to Buyer, and this Agreement shall be null and void, and the parties hereto
shall be relieved of all further obligations and liability under this Agreement.

                  7.2 Survey. Promptly upon the receipt of a fully executed copy
of this Agreement from Seller, Buyer shall, at Buyer's sole expense, order a
current survey of Property (the "Survey"), prepared by a duly licensed land
surveyor acceptable to Buyer. The Survey shall, at Buyer's election, show the
location on the Property of all buildings and improvements, building and
set-back lines, easements, rights-of-way, encroachments, elevations between
public roads providing access to the Property, and the boundary of the Property,
and other such matters affecting the Property whether physically apparent from
the ground, of record in public offices, or otherwise, and shall contain a legal
description of the boundaries of the Premises by metes and bounds which shall
include a reference to the recorded plat, if any. The surveyor shall certify to
Buyer and to the Title Company and to any lender making a loan to Buyer secured
by the Property that the Survey is correct and was made on the ground; and that
there are no visible discrepancies, conflicts, encroachments, overlapping of
improvements, violations of set-back lines, easements, rights-of-way or other
such matters affecting the Property except as are shown on the Survey, and that
the Survey conforms to all ACTA/ACSM and Pennsylvania Land Title Association
standards and requirements for a Class A Survey. Any and all recorded matters
shown on said Survey shall be legibly identified by appropriate volume and page
recording references with dates of recording noted. Buyer shall have until the
Review Period Expiration Date to approve or disapprove the material contained
thereon. If Buyer shall disapprove such Survey, such disapproval shall be set
forth in a Disapproval Notice as hereinabove provided in Section 7.1, and the
provisions of Section 7.1 with respect to Disapproval Notices shall apply.

                  7.3 Physical and Financial Inspection. For a period (the
"Inspection Period") commencing on the second (2nd) business day next following
the date upon which Buyer shall receive from Seller a fully-executed counterpart
of this Agreement, and expiring thirty (30) days thereafter (such date is herein
referred to as the "Inspection Period Expiration Date"), Buyer shall have the
right to have performed a physical and mechanical inspection, measurement and
audit of the Property and an inspection of all books and records and financial
information pertaining thereto, and Seller shall cooperate with Buyer and shall
furnish to Buyer such information, materials and documents as Buyer may
reasonably request and shall have its accountant available throughout such
period to assist in Buyer's inspection and review. The inspection, audit and
measurement of the Property's operation, condition and maintenance shall
include, without limitation, such environmental and engineering inspections,
reviews and assessments that Buyer deems appropriate. In the event Seller shall
fail to deliver or make available any item or information material to Buyer's
review of the Property and required to be delivered or made available pursuant
to the terms of this Section within five (5) business days next following the
date upon which Buyer shall receive from Seller a fully-executed counterpart of
this Agreement, then at Buyer's election, the Inspection Period Expiration Date
(and the Closing Date) shall be extended by one day for each day that the
delivery or availability of such item is delayed. If Buyer, at Buyer's sole and
absolute discretion, shall find such inspection(s) to be unsatisfactory for any
reason whatsoever, Buyer shall have the right, at its option, to terminate this


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Agreement on or before the Inspection Period Expiration Date, and upon such
termination, the Deposit shall be immediately refunded to the Buyer, and
thereupon the parties hereto shall have no further liabilities one to the other
with respect to the subject matter of this Agreement. Buyer agrees that it shall
not unreasonably interfere with tenants in performing its inspection. In
connection with such inspection, and without limiting the generality of Seller's
obligations hereunder, Seller agrees to deliver to Buyer, within five (5) days:

                           7.3.1 Leases. All Leases for the Property as of the
date hereof, certified by Seller to be true, complete and correct, and full and
complete lease abstracts respecting each Lease, in form and substance reasonably
satisfactory to Buyer;

                           7.3.2 Contracts, Licenses, Permits. Copies of the
Contract Documents, the Licenses, all building permits, certificates of
occupancy, insurance policies applicable to the Property and any other documents
evidencing rights described in Section 1.2 hereof;

                           7.3.3 Utility Costs. Any records in Seller's
possession regarding utility costs for the period the Property has been owned by
Seller;

                           7.3.4 Inventory. Invoices, bills of sale, and other
evidence supporting the Schedule of Inventory;

                           7.3.5 Three Years' Maintenance Expenses. Information
concerning maintenance costs of the Property for the past three years, or lesser
period, if owned less than three years by the Seller;

                           7.3.6 Three Years' Tax Bills. A copy of tax bills (i)
for the current year, and (ii) if available, for the preceding two years;

                           7.3.7 Three Years' Operating Statements. Statements
of operation of the Property for the past three years, or lesser period, if
owned less than three years by Seller, and like statements for the balance of
such three year period during which operations were by a prior owner, if
available, and if not available, any statements as were received from such prior
owner, and such other and further information as Buyer shall reasonably require
in order to obtain a certified audit of the operation of the Property prepared
in accordance with generally accepted accounting principles consistently
applied, by an independent certified public accounting firm selected by Buyer;

                           7.3.8 Schedule of Violations. A schedule setting
forth all violations of any law, ordinance, regulation, rule or requirement of
any governmental body having jurisdiction, whether existing or prospective, of
which Seller has received written notice, issued or noted by any governmental
body during the past three years, and copies of any notices, terminations or
correspondence relating thereto;

                           7.3.9 Schedule of Notices. A schedule of any written
demands, requests, requirements or recommendations regarding the operation,
maintenance, repair or replacement of the Property or any portion thereof, of
which Seller has received notice during the past three years, from


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the holder of any mortgage or deed of trust or any insurance company or any
board of fire underwriters or real estate associations or like body, and copies
of all correspondence relating thereto;

                           7.3.10 Schedule of Replacements and Repairs. All
documentation in Seller's possession regarding replacements and repairs to the
Property;

                           7.3.11 Zoning, Site Plan, Subdivision Plan or Plat.
All conditional and permanent zoning, site plan, subdivision, building, housing,
safety, fire and health approvals, including, without limitation, the local
governmental applications, resolutions and approvals supporting the same;

                           7.3.12 Intentionally Omitted.

                           7.3.13 Takings or Changes. Copies of all written
notices to Seller of proposed or threatened takings or changes with respect to
the Property or major access roads within a reasonable radius which would affect
the access to the Property, or any portion thereof, by prospective occupants;

                           7.3.14 Tax Assessments, Appeals and Increases. Copies
of all written notices to Seller of all filed, proposed or threatened tax
assessment appeals or tax assessment increases related to the Premises;

                           7.3.15 Litigation. Copies of all pending and written
notices to Seller of threatened litigation, including litigation involving
tenants, affecting the Property or this transaction;

                           7.3.16 Insurance Policies. Copies of all insurance
policies of Seller related to the Property;

                           7.3.17 Schedule of Employees. A schedule of all
current employees of the Property, setting forth the name, residence, salary,
hourly wages, benefit package, bonuses, vacation and sick pay and other
prerequisites of their employment.

                  7.4 Seller's Failure to Deliver. If Seller shall have failed
to deliver to Buyer all documents required to be delivered under Section 7.3
within five (5) business days next following Buyer's receipt of a fully executed
counterpart of this Agreement from Seller, Buyer may, at its option, at any time
on or after such date, but not later than ten (10) days next following such
outside date for Seller's deliveries, give Seller a five (5) day written notice
specifying such default, and if Seller fails to cure such default within such
five (5) day period, Buyer may terminate this Agreement, receive the return of
the Deposit and pursue any other remedy available to it pursuant to the
provisions hereof.

                  7.5 Buyer's Indemnification for Inspection. Buyer shall cause
all operations performed during the Inspection Period to be conducted so as not
to interfere with the operations of tenants thereon. If the transaction
contemplated by this Agreement does not close for any reason


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(other than Seller's breach or default hereunder), Buyer shall, at Buyer's
expense, to the extent practicable, restore the Property to its condition prior
to Buyer's entry. Buyer agrees to indemnify and save harmless Seller, its
directors, officers, employees and agents, against all loss, cost, expense,
damage, claim and liability which may be imposed upon or incurred by Seller
arising directly from or out of any act of Buyer or any of its contractors
occurring on the Property during Buyer's inspection of same as provided in this
Section 7. If any claim, action or proceeding shall be made or commenced, as the
case may be, against Seller as to which the indemnification provided for in this
Section may be applicable, Seller shall give Buyer prompt notice thereof and
shall afford Buyer the opportunity, at Buyer's sole cost and expense, to resist
or defend against such claim, action or proceeding by counsel selected by Buyer,
provided that Buyer shall within thirty (30) days of notice of any such claim,
action or proceeding, notify Seller of its election so to resist and defend, and
Seller shall not settle the same without Buyer's consent.

         8. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Buyer and Seller set forth herein shall survive Closing and
delivery of the deed for a period of twelve (12) months.

         9. FIRE OR OTHER CASUALTY.

                  9.1 Maintain Insurance. Seller shall maintain in effect until
the Closing Date the insurance policies (or like policies) now in effect with
respect to the Premises and Personal Property as set forth in Exhibit "F".

                  9.2 Minimal Damage. If prior to the Closing Date any portion
of the Property is damaged or destroyed by fire or other casualty, and the cost
of repair or restoration thereof shall be $50,000 or less (as established by
good faith estimates obtained by Buyer), this Agreement shall remain in force.

                  9.3 Substantial Damage. If prior to the Closing Date any
portion of the Property is damaged or destroyed by fire or other casualty, and
the cost of repair or restoration thereof shall be more than $50,000 (as
established by good faith estimates obtained by Buyer), Buyer may within ten
(10) days after receipt of notice ("Damage Notice") of said damage or
destruction, terminate this Agreement by giving written notice thereof to Seller
("Buyer's Notice of Election"), and if this Agreement is so terminated, then the
Deposit shall be immediately refunded to Buyer, and thereafter neither party
shall have any further liability hereunder thereafter. If Buyer does not so
terminate this Agreement, it shall remain in full force and effect, and the
provisions of Section 9.4 below shall apply.

                  9.4 Closing After Substantial Damage. So long as this
Agreement shall remain in force under Section 9.2 or 9.3, then all proceeds of
insurance collected prior to Closing, plus the amount of deductible under
Seller's insurance policy, shall be adjusted subject to Buyer's approval and
participation in any adjustment, and shall be credited to Buyer against the
Purchase Price payable by Buyer at Closing, and all unpaid claims and rights in
connection with losses shall be assigned to Buyer at Closing.


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                  9.5 Rent Insurance. All rental loss insurance and the proceeds
thereof allocable to any period subsequent to Closing shall be paid or assigned
to Buyer at Closing.

         10. CONDEMNATION. If, prior to the Closing Date, all or any portion of
the Premises is taken by eminent domain or a notice of any eminent domain
proceedings with respect to the Premises or any part thereof is received by the
Seller, then Seller shall within five (5) days thereafter give notice thereof to
Buyer and Buyer shall have the option to (a) complete the purchase hereunder or
(b) if such taking, in Buyer's sole and absolute discretion, adversely affects
the Premises or its current economic viability, terminate this Agreement, in
which event the Deposit shall be immediately refunded to Buyer, and this
Agreement shall be null and void. Buyer shall deliver written notice of its
election to the Seller within ten (10) days after the date upon which the Buyer
receives written notice of such eminent domain proceedings. If notice of
condemnation is received by Buyer and it fails to deliver said written notice of
its election within said time period, such failure shall constitute a waiver by
Buyer of its right to terminate this Agreement. If this Agreement is not so
terminated, Buyer shall be entitled to all awards or damages by reason of any
exercise of the power of eminent domain or condemnation with respect to or for
the taking of the Premises or any portion thereof, and until such time as
closing has occurred, or this Agreement terminates. Any negotiation for, or
agreement to, and all contests of any offers and awards relating to eminent
domain proceedings shall be conducted with the joint approval and consent of the
Seller and the Buyer.

         11.      Expense Allocations.

                  11.1 Seller shall pay for one-half of all applicable realty
transfer taxes related to the execution, delivery and recording of the Deed.

                  11.2 Buyer shall pay for one-half of all applicable realty
transfer taxes, for Buyer's title examination, and survey (if obtained), for all
recording charges (other than charges related to existing mortgage financing, if
any, which shall be discharged at Closing at Seller's expense), and for Buyer's
title examination and premiums.

                  11.3 Buyer and Seller shall be responsible for paying their
own attorney's fees in connection with this transaction.

         12.      CLOSING.

                  12.1 Time and Date and Place. The Closing on the sale of the
Property (herein referred to as the "Closing") shall take place at a time
specified by Buyer in writing to Seller at least ten (10) days prior to the
specified Closing Date, but in any event no later than thirty (30) days next
following the Inspection Period Expiration Date, at the offices of Pepper,
Xxxxxxxx & Xxxxxxx, 3000 Two Xxxxx Square, Eighteenth & Arch Streets,
Philadelphia, PA, commencing at 10:00 a.m.

                  12.2 Documents. At Closing, the parties indicated shall
simultaneously execute and deliver the following:


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                           12.2.1 Seller's Documents and Other Items. Seller
shall execute and deliver or cause to be executed and delivered to Buyer in
proper form for recording:

                                    12.2.1.1 Deed. A special warranty deed
prepared by Buyer's counsel in form acceptable to Seller (the "Deed"), conveying
the Premises to Buyer, duly executed by Seller for recording. The Deed
description shall be based upon the metes and bounds description attached as
Exhibit "A", unless Buyer requests that Seller convey the Premises by the metes
and bounds description shown on the new survey, if any, obtained by Buyer, in
which event the Premises shall be so conveyed.

                                    12.2.1.2 Xxxx of Sale. A xxxx of sale
prepared by Buyer's counsel in form acceptable to Seller, assigning, conveying
and transferring to Buyer, all of the Personal Property.

                                    12.2.1.3 Original Leases. All original
Leases, tenant files, tenant correspondence and repair records.

                                    12.2.1.4 Original Licenses, Contract
Documents and Other Personal Property. All original Licenses, Contract
Documents, and other Personal Property described in Section 1.2 of this
Agreement.

                                    12.2.1.5 Assignment of Leases. An assignment
and assumption agreement with reciprocal indemnities, prepared by Buyer's
counsel in form acceptable to Seller (the "Assignment"), duly executed by Seller
and Buyer, assigning, conveying and transferring to Buyer the Leases.

                                    12.2.1.6 Assignment of Licenses, Contract
Documents and Other Personal Property. An assignment agreement prepared by
Buyer's counsel, in form acceptable to Seller, assigning, conveying and
transferring to Buyer the Licenses, Contracts Documents and Other Personal
Property, including, specifically, the Names.

                                    12.2.1.7 FIRPTA Certificates. All
certificate(s) required under Section 1445 of the Code.

                                    12.2.1.8 Tenant Letter. Letters to each
tenant advising of the change in ownership and directing the payment of rent to
such party as the Buyer shall designate, said letter to be in form acceptable to
Buyer.

                                    12.2.1.9 Estoppel Certificate from East
Goshen Township. All certificate(s) required by Section 5.8 hereof, and any
other certificates required by East Goshen Township, Xxxxxxx County, or the
Commonwealth of Pennsylvania as a condition of the conveyance of the Premises or
the recording of the Deed.

                                    12.2.1.10 Title Insurance Certificates. Such
affidavits of title or other certifications as shall be required by the Title
Company to insure Buyer's title to the Premises as set


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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, and (c) providing affirmative insurance with respect to
such other matters as Buyer or its lender shall reasonably specify.

                                    12.2.1.11 Updated Rent Roll. An updated
schedule of Tenant Leases, containing all information required to be set forth
in Exhibit "D", which schedule is correct and complete as of the date of
closing.

                                    12.2.1.12 Seller Certificate. A written
certification confirming that as of Closing no representation or warranty of
Seller contained in this Agreement, nor any document or certificate delivered to
Buyer pursuant to this Agreement or in connection with the transaction
contemplated hereby, contains any untrue statement of a material fact or
knowingly omits to state a material fact necessary to make any representation or
warranty contained herein misleading.

                                    12.2.1.13 Organization Certifications.
Confirmation of the good standing and existence of Seller and the due authority
of those executing for them, including, without limitation, the following
documents issued no earlier than 30 days prior to Closing: (a) good standing
certificate in state of organization and in the State in which the Premises are
located, (b) articles of incorporation, partnership agreement or other formation
instrument certified by the secretary of state of the state of incorporation,
(c) a certificate from the secretary of the corporation or managing general
partner of the partnership confirming the incumbency of the signatories and the
current force and effect of the resolution authorizing their execution of the
documents required under this Agreement.

                                    12.2.1.14 Keys. All keys, combinations and
security codes for all locks and security devices on the Property;

                                    12.2.1.15 Tax Bills. Current tax bills and.,
if available, tax bills for each of the years of Seller's ownership of the
Property;

                                    12.2.1.16 Tax Reduction Rights. An
instrument assigning to Buyer any claims for the reduction of real or personal
property taxes assessed against any portion of the Property for the fiscal year
in which the Closing takes place; any refund for such year shall be prorated
when received;

                                    12.2.1.17 Tenant Estoppel - An Estoppel
Certificate in the form attached hereto as Exhibit "H" dated within ten (10)
days of the Closing Date, from CFM Technologies, Inc., and if required by Buyer,
a Subordination, Non-Disturbance and Attornment Agreement from said tenant in
the form attached hereto as Exhibit "I".

                                    12.2.1.18 Association Estoppel. An Estoppel
Certificate from the Goshen Corporate Park Owner's Council or Association (as
applicable) in form satisfactory to Buyer affirming Seller's good standing as a
member of such organization and confirming, generally, Seller's representations
in Section 5.20 hereof.


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                           12.2.2 Buyer's Documents. Buyer shall deliver or
cause to be delivered to Seller:

                                    12.2.2.1 The amounts required to be paid to
Seller pursuant to this Agreement;

                                    12.2.2.2 Confirmation of the existence and
subsistence of Buyer, and the authority of those executing for Buyer, including,
without limitation, the following documents issued no earlier than thirty (30)
days prior to Closing: (a) good standing certificate in State of Maryland, (b)
Buyer's Amendment and Restatement of Declaration of Trust filed on August 27,
1996, as amended, (c) a certificate from any officer of Buyer confirming the
incumbency of the signatories and the current force and effect of the resolution
authorizing their execution of the documents required under this Agreement.

                           12.2.3 Title Insurance. As a condition to Buyer's
obligations at Closing, Title Company shall furnish Buyer at Closing with the
Title Policy, in the form approved by Buyer pursuant to Section 3, in the full
amount of the Purchase Price, wherein the Title Company shall insure fee simple
title to the Property in Buyer or its designee as of the Closing Date containing
no exceptions to title other than those which have been approved by Buyer in
writing pursuant to Section 3 hereof and providing the title endorsements
specified in Section 12.2.1.10 above.

                           12.2.4 Necessary Documents. Buyer and Seller shall
execute and deliver such other documents and instruments as may be reasonably
necessary to complete the transaction contemplated by this Agreement.

         13.      DEFAULT; REMEDIES

                  13.1 In the event that any of Seller's representations,
warranties or covenants contained in this Agreement are untrue or if Seller
shall have failed to have performed any of the covenants and/or agreements
contained in this Agreement which are to be performed by Seller, on or before
the date set forth in this Agreement for the performance thereof, or if any of
the conditions precedent to Buyer's obligation to consummate the transaction
contemplated by this Agreement shall have failed to occur, Buyer may, at its
option, rescind this Agreement by giving written notice of such rescission to
Seller and Seller shall immediately thereafter return the Deposit, and
thereupon, subject to the provisions of Section 13.3 below, the parties shall
have no further liability to each other hereunder. In the alternative, but
without limiting Buyer's right upon any default by Seller hereunder to receive
the prompt return of the Deposit, Buyer may seek to enforce specific performance
of this Agreement.

                  13.2 Buyer recognizes that the Property will be removed by
Seller from the market during the existence of this Agreement and that if this
purchase and sale is not consummated because of Buyer's default Seller shall be
entitled to compensation for such detriment. Seller and Buyer acknowledge that
it is extremely difficult and impracticable ascertain the extent of the
detriment, and to avoid this problem, Seller and Buyer agree that if the
purchase and sale contemplated in this Agreement is not consummated because of
Buyer's default under this Agreement, Seller shall be


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entitled to retain the Deposit as liquidated damages. The parties agree that the
sum stated above as liquidated damages shall be in lieu of any other relief to
which Seller might otherwise be entitled, Seller hereby specifically waiving any
and all rights which it may have to damages or specific performance as a result
of Buyer's default under this Agreement.

                  13.3 Buyer's Out-of-Pocket Costs. In the event of Seller's
breach or default hereunder which results in Buyer's termination of this
Agreement, or in the event that Seller shall fail to perform any term, covenant
or agreement, or satisfy any condition herein stipulated (including, without
limitation, Seller's failure to deliver the quality of title to the Property as
is approved by Buyer following its review of title pursuant to Section 7.1
above), then, in any such event, upon termination by Buyer hereunder, in
addition to receiving the immediate return of the Deposit, anything in the
Agreement contained to the contrary notwithstanding, Buyer shall also receive
from Seller, upon demand, Buyer's actual, documented out-of-pocket costs and
expenses associated with this Agreement and Buyer's anticipated acquisition of
the Property including, without limitation, Buyer's reasonable counsel fees and
costs (but exclusive of fees and costs associated with the negotiation of this
Agreement), title expenses, survey costs, and other costs and expenses
associated with Buyer's due diligence, including, without limitation, legal,
financial and accounting due diligence, Buyer's structural inspection of the
Property and Buyer's environmental assessment of the Property (collectively,
"Transaction Costs"). The foregoing list is not intended to be exclusive, but
representative of the costs and expenses that the parties anticipate that Buyer
will incur in anticipation of this transaction. Seller's maximum reimbursement
liability under this Section 13.3 shall not exceed $15,000.

         14.      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:

                  14.1 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).

                  14.2 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.

                  14.3 Buyer's Satisfaction with Inspection. Buyer shall have
notified Seller of Buyer's satisfaction with the title review performed under
Section 7 of this Agreement, or shall fail to notify Seller on or before the
Title Review Expiration Date, of Buyer's dissatisfaction with the results of
such review.


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                  14.4 Trustee Approval. This Agreement and the transactions
contemplated hereby shall have received formal approval of Buyer's Board of
Trustees at a meeting duly called to consider same prior to the Inspection
Period Expiration Date.

         15.      PRORATIONS.

                  15.1 Operating Expenses. The following items shall be prorated
at Closing, as of close of business of the day immediately preceding Closing
"Adjustment Date":

                           15.1.1 Rents. All rent, additional rent, percentage
rent (if any) and all other charges collected under the Leases shall be
apportioned on the Closing Date pro rata on a per diem basis. 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 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.

                           15.1.2 Taxes. Real estate and personal property
taxes, if any, on the basis of the fiscal year for which assessed. If the
Closing shall occur before the tax rate or assessment is fixed, the
apportionment of such real estate and personal property taxes at the Closing
shall be upon the basis of the tax rate for the next preceding year applied to
the latest assessed valuation. Final adjustment will be made upon the actual tax
amount, when determined.

                           15.1.3 Deposits. Tax and utility company deposits, if
any.

                           15.1.4 Water and Sewer Charges. Water and sewer
charges and fire protection and inspection services based upon meter readings to
be obtained by Seller effective as of the Adjustment Date, or if not so
obtainable, a date not more than ten (10) days prior to the Adjustment Date, and
the unfixed meter charges based thereon for the intervening period shall be
apportioned on the basis of such last reading. Upon the taking of a subsequent
actual reading, such apportionment shall be readjusted and Seller or Buyer, as
the case may be, will promptly deliver to the other the amount determined to be
so due upon such readjustment. If Seller is unable to furnish such prior
reading, any reading subsequent to the Closing will be apportioned on a per diem
basis from the date of such reading immediately prior thereto and Seller shall
pay the proportionate charges due up to the date of Closing.

                           15.1.5 Assigned Contracts. Amounts paid or payable in
respect of any service and maintenance contracts assigned to Buyer in accordance
herewith.


                                       21
   23
                           15.1.6 Electricity, gas, steam and fuel. Electricity,
gas and steam and fuel oil, if any, based on meter readings or a fuel company
letter showing measurement on the day immediately preceding Closing, and valued
at current prices.

                           15.1.7 Security Deposits. Buyer shall receive a check
from Seller for the full amount of any security deposits, with accrued interest,
or a credit against the Purchase Price in said amount.

                  15.2 Custom and Practice. Except as set forth in this
Agreement, the customs of the State and County in which the Premises are located
shall govern prorations.

                  15.3 Future Installments of Taxes. If at Closing, the Property
or any part thereof shall be or shall have been affected by an assessment or
assessments which are or may become payable in installments, then for purposes
of this Agreement, all unpaid installments of any such assessment, including
those which are to become due and payable and to be liens upon the Property
shall be paid and discharged by Seller at Closing.

                  15.4 Application of Prorations. If such prorations result in a
payment due Buyer, the cash payable at Closing shall be reduced by such sum. If
such prorations result in a payment due Seller, the same shall be paid by
uncertified check at Closing.

                  15.5 Schedule of Prorations. The parties shall endeavor to
jointly prepare a schedule of prorations for the Property no less than five (5)
days prior to Closing.

                  15.6 Escalations. At least five (5) days prior to Closing,
Seller shall deliver to Buyer a reasonably detailed statement setting forth, as
of the date of Closing (a) the sums collected from tenants under Leases on
account of or in reimbursement of landlord's operating expenses and/or any other
payments made by tenants to landlord on account of sums which are attributable
to expenses paid or incurred by the landlord ("escalation payments") for the
current fiscal year under each such Lease (whether a lease year or calendar or
other year); and (b) the amounts paid or incurred by Seller during the
appropriate fiscal year as aforesaid which Seller expects will be paid or
reimbursed by escalation payments made by tenants.

                  If Seller shall have collected escalation payments for periods
prior to Closing, whether pursuant to estimates which were in excess of the
amounts actually required to be paid, or otherwise, there shall be an adjustment
and credit to Buyer at Closing for such excess. If the charges were not billed
or have not been collected as of the date of Closing, then, when the amount of
such escalation payments is determined and collected by Buyer from tenants,
Buyer will, upon collection, remit to Seller the portion thereof to which Seller
is entitled to the date of Closing. Buyer shall have the right, in good faith,
to settle or adjust any amount of such escalation payments due from any tenant
without Seller's prior consent, provided that such settlement or adjustment
applies ratably to all amounts of escalation payments due from such tenant.

                  15.7 Readjustments. The parties shall correct any errors in
prorations as soon after the Closing as amounts are finally determined.


                                       22
   24
                  15.8 Indemnification for Seller's Tax Obligations. Seller
shall indemnify, defend and save and hold harmless Buyer from any loss, cost,
liability or expense (including, without limitation, reasonable counsel fees and
court costs) incurred, paid or suffered by Buyer arising out of or by reason of
any claim made by the Pennsylvania Department of Revenue or by any other state
taxing or employment authorities asserting or indicating any claims or possible
claims for unpaid taxes, penalties, interest or court costs related thereto of
Seller or any related party, due the Commonwealth of Pennsylvania or its
political subdivisions. The provisions of this Section 15.8 shall specifically
survive Closing hereunder.

         16. BROKERS. Each party hereby represents and warrants to the other
that it has not employed or retained any broker or finder in connection with the
transactions contemplated by this Agreement other than Oakmont Realty Corp., to
whom Seller alone shall be responsible to pay any fee or commission that may be
due, and that neither has had any dealings with any other person or party which
may entitle that person or party to a fee or commission. Each party shall
indemnify the other of and from any claims for commissions by any person or
party claiming such commission by or through the indemnifying party, other than
Oakmont Realty Corp., as to whom Seller alone shall be responsible.

         17. ESCROW AGENT. The parties hereto have requested that the Deposit be
held in escrow by the Escrow Agent to be applied at the Closing or prior thereto
in accordance with this Agreement. The Escrow Agent will deliver the Deposit to
Seller or to Buyer, as the case may be under the following conditions:

                  17.1 Payment to Seller. To Seller on the Closing Date upon the
consummation of Closing;

                  17.2 Notice of Dispute. If either Seller or Buyer believes
that it is entitled to the Deposit or any part thereof, it shall make written
demand therefor upon the Escrow Agent. The Escrow Agent shall promptly mail a
copy thereof to the other party in the manner specified in Section 18.1 below.
The other party shall have the right to object to the delivery of the Deposit,
by filing written notice of such objections with the Escrow Agent at any time
within ten (10) days after the mailing of such copy to it in the manner
specified in Section 18.1 below, but not thereafter. Such notice shall set forth
the basis for objection to the delivery of the Deposit. Upon receipt of such
notice, the Escrow Agent shall promptly deliver a copy thereof to the party who
filed the written demand.

                  17.3 Escrow Subject to Dispute. In the event the Escrow Agent
shall have received the notice of objection provided for in 17.2 above of this
Section , in the manner and within the time therein prescribed, the Escrow Agent
shall continue to hold the Deposit until (i) the Escrow Agent receives written
notice from both Seller and Buyer directing the disbursement of the Deposit in
which case the Escrow Agent shall then disburse said Deposit in accordance with
said direction, or (ii) litigation arises between Seller and Buyer, in which
event the Escrow Agent shall deposit the Deposit with the Clerk of the Court in
which said litigation is pending, or (iii) the Escrow Agent takes such
affirmative steps as the Escrow Agent may, at the Escrow Agent's option elect in
order to terminate


                                       23
   25
the Escrow Agent's duties including, but not limited to, deposit in Court and an
action for interpleader.

                  17.4 Escrow Agent's Rights and Liabilities. Escrow Agent shall
not be required to determine questions of fact or law, and may act upon any
instrument or other writing believed by it in good faith to be genuine and to be
signed and presented by the proper person, and shall not be liable in connection
with the performance of any duties imposed upon Escrow Agent by the provisions
of this Agreement, except for Escrow Agent's own willful default or gross
negligence. Escrow Agent shall have no duties or responsibilities except those
set forth herein. Escrow Agent shall not be bound by any modification of this
Agreement, unless the same is in writing and signed by Buyer and Seller, and, if
Escrow Agent's duties hereunder are affected, unless Escrow Agent shall have
given prior written consent thereto. In the event that Escrow Agent shall be
uncertain as to Escrow Agent's duties or rights hereunder, or shall receive
instructions from Buyer or Seller which, in Escrow Agent's opinion, are in
conflict with any of the provisions hereof, Escrow Agent shall be entitled to
hold and apply the Deposit, pursuant to Section 17.3, and may decline to take
any other action.

         18.      GENERAL PROVISIONS.

                  18.1 Notices. All notices or other communications required or
permitted to be given under the terms of this Agreement shall be in writing, and
shall be deemed effective when (i) sent by nationally-recognized overnight
courier, (ii) facsimile with original following by regular mail, or (iii)
deposited in the United States mail and sent by certified mail, postage prepaid,
addressed as follows:

                           18.1.1   If to Buyer, addressed to:

                                     Brandywine Realty Trust
                                     Newtown Square Corporate Campus
                                     00 Xxxxxx Xxxxxxxxx
                                     Xxxxx 000
                                     Xxxxxxx Xxxxxx, XX 00000
                                     Attn: Xxxxxx X. Xxxxxxx,
                                           President and Chief Executive Officer

                        with a copy in each instance to:

                                     Xxxx X. Xxxxx, Esquire
                                     Pepper, Xxxxxxxx & Xxxxxxx
                                     3000 Two Xxxxx Xxxxxx
                                     Xxxxxxxxxx & Xxxx Xxxxxxx
                                     Xxxxxxxxxxxx, XX 00000


                           18.1.2   If to Seller, addressed to:


                                       24
   26
                                            Xxxxx/Xxxx Construction, Inc.
                                            000 Xxxxxxxxxx Xxxxx
                                            Xxxxx, XX  00000
                                            Attn: Xxxx X. Xxxx, President

                                            with a copy in each instance to:

                                            Xxx X. Xxxx, Director of Marketing
                                            Xxxxx/Xxxx Associates, Inc.
                                            000 Xxxxxxxxxx Xxxxx
                                            Xxxxx, XX  00000

                           18.1.3   If to Escrow Agent, addressed to:

                                            Lawyers Title Corporation
                                            Xxx Xxxx Xxxxxx Xxxxx
                                            Xxxxx 0000
                                            Xxxxxxxxxxxx, XX 00000
                                            Attn: Xxxx X. Xxxxxx, Esquire

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.

                  18.2 Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, successors and assigns.

                  18.3 Entire Agreement. All Exhibits attached to this Agreement
are incorporated herein and made a part hereof. This Agreement constitutes the
entire agreement between the parties hereto and supersedes all prior
negotiations, understandings and agreements of any nature whatsoever with
respect to the subject matter hereof. This Agreement may not be modified or
amended other than by an agreement in writing. The captions included in this
Agreement are for convenience only and in no way define, describe or limit the
scope or intent of the terms of this Agreement.

                  18.4 Governing Law. This Agreement shall be construed and
interpreted in accordance with the laws of the Commonwealth of Pennsylvania.

                  18.5 No Recording. This Agreement shall not be recorded in the
Office for the Recording of Deeds or in any other office or place of public
record.

                  18.6 Tender. Tender of Deed by Seller and of the Purchase
Price by Buyer, are hereby mutually waived.

                  18.7 Execution in Counterparts. This Agreement may be executed
in any number of counterparts, each of which shall be deemed to be an original
as against any party whose signature appears thereon, and all of which shall
together constitute one and the same instrument. This


                                       25
   27
Agreement shall become binding when one or more counterparts hereof,
individually or taken together, shall bear the signatures of all of the parties
reflected hereon as the signatories.

                  18.8 Further Instruments. Seller will, whenever and as often
as it shall be reasonably request so to do by Buyer, and Buyer will, whenever
and as often as it shall be reasonably requested so to do by Seller, execute,
acknowledge and deliver, or cause to be executed, acknowledged and delivered,
any and all conveyances, assignments, correction instruments and all other
instruments and documents as may be reasonably necessary in order to complete
the transaction provided for in this Agreement and to carry out the intent and
purposes of this Agreement. All such instruments and documents shall be
satisfactory to the respective attorneys for Buyer and Seller. The provisions of
this Article shall survive the Closing.

                  18.9 Time. Time is of the essence. In the event the last day
permitted for the performance of any act required or permitted under this
Agreement falls on a Saturday, Sunday, or legal holiday of the United States or
the Commonwealth of Pennsylvania, the time for such performance will be extended
to the next succeeding business day. Time periods under this Agreement will
exclude the first day and include the last day of such time period.

                  18.10 Designation of Nominee; Assignment of Agreement. Buyer
shall have the right to designate one or more of its subsidiaries or affiliate
entities to acquire title to the Premises hereunder.

                  18.11 Effective Date. Whenever the term or phrase "effective
date hereof" or "date hereof" or other similar phrases describing the date this
Agreement becomes binding on Seller and Buyer are used in this Agreement, such
terms or phrases shall mean and refer to the date on which a counterpart or
counterparts of this Agreement executed by Seller and Buyer are deposited with
the Escrow Agent.

                  18.12 Time for Acceptance. This Agreement shall constitute an
offer to buy or sell the Property, as case may be, on the terms herein set forth
only when executed by the Seller or Buyer. This Agreement may be accepted by the
party receiving such executed Agreement only by executing this Agreement and
delivering an original signed copy hereof to the Escrow Agent and an originally
signed copy hereof to the other party hereto within five (5) business days after
such receipt. Failure to accept in the manner and within the time specified
shall constitute a rejection and termination of such officer.

                  18.13 Confidentiality. Each of the parties hereto covenants
and agrees to hold the nature and content of this Agreement, including without
limitation, the Purchase Price contained herein, in strict confidence, and other
than disclosure required by the SEC and except as may be necessary to comply
with this Agreement, neither party shall disclose the nature, content or the
Purchase Price of this Agreement without the express written consent of the
other party.

         19.     SEC REPORTING (8-K) REQUIREMENTS.


                                       26
   28
                  For the period of time commencing on the date hereof and
continuing through the first anniversary of the Closing Date, and without
limitation of other document production otherwise required of Seller hereunder,
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 pertaining to the period of Seller's ownership and operation
of the 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; provided, however, that in any such event(s), Buyer shall reimburse
Seller for those reasonably documented third party, out-of-pocket costs and
expenses that Seller incurs to comply with the requirements of this Section 19.
Seller acknowledges and agrees that the following is a representative (but
incomplete) description of the information and documentation that Buyer and the
Accountants may require in order to comply with (a), (b) and (c) above. To the
extent it is available, Seller shall provide the following information and
documentation, and such other information and documentation as may be specified
by Buyer and the Accountants, as applicable:

                  1.       Certified Rent roll for the most recent fiscal year
                           and for the period from that date to the month of
                           Closing; certified rent roll for the calendar month
                           in which the Closing occurs;

                  2.       Internal financial statements for the most recent
                           fiscal year and the most recent interim period, on a
                           comparative basis;

                  3.       All Leases and Lease abstracts, and Seller's written
                           analysis of both (a) scheduled increases in base rent
                           required under the Leases in effect on the Closing
                           Date; and (b) rent concessions in those Leases, and
                           the straight line effect of (a) and (b);

                  4.       Seller's internally-prepared Operating Statements;

                  5.       Seller's budgeted annual and monthly income and
                           expenses; compared to actual annual and monthly
                           income and expenses for the most recent interim
                           period and fiscal year end;

                  6.       Most currently available real estate tax bills;

                  7.       Access to Seller's cash receipt journal(s) and bank
                           statements;

                  8.       Seller's general ledger with respect to the Property;

                  9.       Seller's schedule of expense reimbursements due under
                           the Leases in effect on the Closing Date;


                                       27
   29
                  10.      Schedule of those items of repairs and maintenance
                           performed by, or at the direction of Seller, during
                           Seller's final fiscal year and the most recent
                           interim period in which Seller owns and operates the
                           Property;

                  11.      Schedule of those capital improvements and fixed
                           asset additions made by, or at the direction of,
                           Seller during the final fiscal year and most recent
                           interim period;

                  12.      Access to Seller's invoices with respect to
                           expenditures made during the final fiscal year and
                           most recent interim period;

                  13.      Access (during normal and customary business hours)
                           to responsible personnel to answer accounting
                           questions; and

                  14.      A representation letter, signed by the individual(s)
                           responsible for Seller's financial reporting, as
                           prescribed by generally accepted auditing standards
                           promulgated by the Auditing Standards Division of the
                           American Institute of Certified Public Accountants,
                           which representation letter may be required by the
                           Accountants in order to render an opinion concerning
                           Seller's financial statements.

         20.     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 (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 Exhibit "D"; hereto; (iv) all claims relating to the
construction, maintenance and operation of the Property prior to Closing; or (v)
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


                                       28
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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.

         21.      EXCULPATION.

                  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 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, 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.


                                       29
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         22. AS-IS. THE PROPERTY IS BEING SOLD ON AN "AS IS, WHERE IS" BASIS,
AND SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH
RESPECT TO THE PHYSICAL CONDITION, FITNESS FOR USE, TITLE OR ANY OTHER MATTER
RELATING TO THE PREMISES OR THE PROPERTY, EXCEPT AS SPECIFICALLY SET FORTH IN
THIS AGREEMENT.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed the day and year first above written.

XXXXX/XXXX CONSTRUCTION, INC.       BRANDYWINE REALTY TRUST,
                                    a Maryland Real Estate Investment Trust


By: /s/  Xxxx X. Xxxx               By: /s/  Xxxxxx X. Xxxxxxx
    --------------------------          --------------------------------------
    Xxxx X. Xxxx, President              Xxxxxx X. Xxxxxxx,
                                         President and Chief Executive Officer



Agreed to by Escrow Agent with regard to the obligations, terms, covenants and
conditions contained in this Agreement relating to Escrow Agent.

Lawyers Title Corporation


By: /s/  Xxxx Xxxxxx
   --------------------------
    Xxxx Xxxxxx, Esquire


                                       30
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                                AGREEMENT OF SALE

                                      INDEX



Section                                                                       Page
-------                                                                       ----

                                                                            
1.       PROPERTY BEING SOLD.................................................   1
         1.1      Real Property..............................................   1
         1.2      Personal Property..........................................   2
         1.3      Leases.....................................................   2
         1.4      Right to Names.............................................   2

2.       PURCHASE PRICE AND MANNER OF PAYMENT................................   2
         2.1      Purchase Price.............................................   2
         2.2      Manner of Payment..........................................   2
                  2.2.1    Deposit...........................................   2
                  2.2.2    Additional Deposit................................   3
                  2.2.3    Cash Balance......................................   3
         2.3      Allocation.................................................   3
                                                                                
3.       TITLE...............................................................   3

4.       COVENANTS...........................................................   3
         4.1      Maintenance................................................   3
         4.2      Alterations................................................   3
         4.3      Lease......................................................   3
         4.4      Security Deposits..........................................   3
         4.5      Xxxx Tenants...............................................   4
         4.6      Notice to Buyer............................................   4
         4.7      Update Rent Roll...........................................   4
         4.8      Comply with Leases.........................................   4
         4.9      No New Agreements..........................................   4
         4.10     Tax Disputes...............................................   5
         4.11     No Removal of Personalty...................................   5

         5.       REPRESENTATIONS AND WARRANTIES.............................   5
         5.1      Seller's Authority For Binding Agreement...................   5
         5.2      Employment on "At-Will" Basis..............................   5
         5.3      Service Contracts..........................................   6
         5.4      Condemnation...............................................   6
         5.5      No Lawsuits................................................   6
         5.6      No Tax Assessments.........................................   6



                                        i
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         5.7      Leases.....................................................   7
         5.8      Compliance with Law........................................   7
         5.9      Insurance..................................................   9
         5.10     Current Use Unrestricted...................................   9
         5.11     No Brokers.................................................   9
         5.12     Utilities..................................................   9
         5.13     Permits, Approvals and Certificates........................   9
         5.14     Good Title to Property.....................................   9
         5.15     All Taxes and Assessments Paid.............................  10
         5.16     FIRPTA.....................................................  10
         5.17     Operating Statement........................................  10
         5.18     Mechanic's Liens...........................................  10
         5.19     Inventory Schedule.........................................  10
         5.20     Charges, Fees and Assessments..............................  10
         5.21     Rights to Purchase.........................................  10
         5.22     No Outstanding Obligations.................................  10
         5.23     Access.....................................................  11
         5.24     Rollback Rates.............................................  11
         5.25     Development Agreements.....................................  11
         5.26     Correct Copies of Documents................................  11

6.       POSSESSION..........................................................  11

7.       BUYER'S REVIEW AND APPROVAL OF TITLE AND SURVEY.....................  11
         7.1      Title Binder...............................................  11
         7.2      Survey.....................................................  12
         7.3      Physical and Financial Inspection..........................  12
                  7.3.1    Leases............................................  13
                  7.3.2    Contracts, Licenses, Permits......................  13
                  7.3.3    Utility Costs.....................................  13
                  7.3.4    Inventory.........................................  13
                  7.3.5    Three Years' Maintenance Expenses.................  13
                  7.3.6    Three Years' Tax Bills............................  13
                  7.3.7    Three Years' Operating Statements.................  13
                  7.3.8    Schedule of Violations............................  14
                  7.3.9    Schedule of Notices...............................  14
                  7.3.10   Schedule of Replacements and Repairs..............  14
                  7.3.11   Zoning, Site Plan, Subdivision Plan or Plat.......  14
                  7.3.12   Intentionally Omitted.............................  14
                  7.3.13   Takings or Changes................................  14
                  7.3.14   Tax Assessments, Appeals and Increases............  14
                  7.3.15   Litigation........................................  14
                  7.3.16   Insurance Policies................................  14
                  7.3.17   Schedule of Employees.............................  14
         7.4      Seller's Failure to Deliver................................  14



                                       ii
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         7.5      Buyer's Indemnification for Inspection.........................................................  15

8.       SURVIVAL OF REPRESENTATIONS AND WARRANTIES..............................................................  15

9.       FIRE OR OTHER CASUALTY..................................................................................  15
         9.1      Maintain Insurance.............................................................................  15
         9.2      Minimal Damage.................................................................................  15
         9.3      Substantial Damage.............................................................................  15
         9.4      Closing After Substantial Damage...............................................................  16
         9.5      Rent Insurance.................................................................................  16

10.      CONDEMNATION............................................................................................  16

11.      Expense Allocations.....................................................................................  16

12.      CLOSING.................................................................................................  16
         12.1     Time and Date and Place........................................................................  17
         12.2     Documents......................................................................................  17
                  12.2.1   Seller's Documents and Other Items....................................................  17
                           12.2.1.1     Deed.....................................................................  17
                           12.2.1.2     Xxxx of Sale.............................................................  17
                           12.2.1.3     Original Leases..........................................................  17
                           12.2.1.4     Original Licenses, Contract Documents and Other Personal                 
                                        Property.................................................................  17
                           12.2.1.5     Assignment of Leases.....................................................  17
                           12.2.1.6     Assignment of Licenses, Contract Documents and Other                       
                                        Personal Property........................................................  17
                           12.2.1.7     FIRPTA Certificates......................................................  17
                           12.2.1.8     Tenant Letter............................................................  18
                           12.2.1.9     Estoppel Certificate from East Goshen Township...........................  18
                           12.2.1.10    Title Insurance Certificates.............................................  18
                           12.2.1.11    Updated Rent Roll........................................................  18
                           12.2.1.12    Seller Certificate.......................................................  18
                           12.2.1.13    Organization Certifications..............................................  18
                           12.2.1.14    Keys.....................................................................  18
                           12.2.1.15    Tax Bills................................................................  18
                           12.2.1.16    Tax Reduction Rights.....................................................  18
                           12.2.1.17    Tenant Estoppel..........................................................  19
                           12.2.1.18    Association Estoppel.....................................................  19
                  12.2.2     Buyer's Documents...................................................................  19
                  12.2.3     Title Insurance.....................................................................  19
                  12.2.4     Necessary Documents.................................................................  19

13.      DEFAULT; REMEDIES.......................................................................................  19
         13.1     ...............................................................................................  19



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         13.2     ...............................................................................................  20
         13.3     Buyer's Out-of-Pocket Costs....................................................................  20
                                                                                                                   
14.      CONDITIONS PRECEDENT TO CLOSING.........................................................................  20
         14.1     Correctness of Warranties and Representations.  ...............................................  20
         14.2     Compliance with Terms and Conditions...........................................................  21
         14.3     Buyer's Satisfaction with Inspection...........................................................  21
         14.4     Trustee Approval...............................................................................  21

15.      PRORATIONS..............................................................................................  21
         15.1     Operating Expenses.............................................................................  21
                  15.1.1   Rents.................................................................................  21
                  15.1.2   Taxes.................................................................................  21
                  15.1.3   Deposits.  ...........................................................................  21
                  15.1.4   Water and Sewer Charges...............................................................  21
                  15.1.5   Assigned Contracts....................................................................  22
                  15.1.6   Electricity, gas, steam and fuel......................................................  22
                  15.1.7   Security Deposits.....................................................................  22
         15.2     Custom and Practice............................................................................  22
         15.3     Future Installments of Taxes...................................................................  22
         15.4     Application of Prorations......................................................................  22
         15.5     Schedule of Prorations.........................................................................  22
         15.6     Escalations....................................................................................  22
         15.7     Readjustments..................................................................................  23

16.      BROKERS.................................................................................................  23

17.      ESCROW AGENT............................................................................................  23
         17.1     Payment to Seller..............................................................................  23
         17.2     Notice of Dispute..............................................................................  23
         17.3     Escrow Subject to Dispute......................................................................  24
         17.4     Escrow Agent's Rights and Liabilities..........................................................  24

18.      GENERAL PROVISIONS......................................................................................  24
         18.1     Notices........................................................................................  24
                  18.1.1   ......................................................................................  24
                  18.1.2   ......................................................................................  25
                  18.1.3   ......................................................................................  25
         18.2     Binding Effect.................................................................................  25
         18.3     Entire Agreement...............................................................................  25
         18.4     Governing Law..................................................................................  26
         18.5     No Recording...................................................................................  26
         18.6     Tender.........................................................................................  26
         18.7     Execution in Counterparts......................................................................  26
         18.8     Further Instruments............................................................................  26



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         18.9     Time...........................................................................................  26
         18.10    Designation of Nominee; Assignment of Agreement................................................  26
         18.11    Effective Date.................................................................................  26
         18.12    Time for Acceptance............................................................................  26
         18.13    Confidentiality................................................................................  27

19.     SEC REPORTING (8-K) REQUIREMENTS.........................................................................  27

20.     INDEMNIFICATION..........................................................................................  28

21.     EXCULPATION..............................................................................................  29

22.     AS-IS....................................................................................................  30



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