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                                   Exhibit 99.1  Purchase and Sale Agreement
                                                 between UM Real Estate
                                                 Investment Company, LLC
                                                 ("UM") and the Trust 

                          PURCHASE AND SALE AGREEMENT

         THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made as of the
28th day of March, 1996, by and between UM REAL ESTATE INVESTMENT COMPANY, LLC,
a New Jersey limited liability company, with an office at 56 Haddon Avenue,
Haddonfield, New Jersey 08033 ("Seller") and BRANDYWINE REALTY TRUST, a Maryland
real estate investment trust, with offices at Two Greentree Center, Suite 100,
Marlton, New Jersey 08053 ("Buyer").

                              W I T N E S S E T H:

         WHEREAS, Seller is the owner of those certain tracts or parcels of
ground located at the intersection of Haddonfield Road and Chapel Avenue, Cherry
Hill, Camden County, New Jersey, shown on the official tax map of the Township
of Cherry Hill as Block 176.01, Lots 1, 2 and 3 (such lots to include the
parking lot adjacent to Third Avenue), and which are more particularly described
on Exhibit "A" attached hereto (the "Land"), together with the approximately
121,737 square foot office building on Lot 1 commonly known as "LibertyView", as
well as all other improvements ("Improvements") and personal property of Seller
located thereon and used in connection with the operation of such building,
together with those certain other assets, properties, businesses, rights,
licenses, privileges, benefits, profits, accounts and claims hereinafter more
specifically described, all of which taken together hereinafter sometimes
collectively referred to as the "Assets"; and

         WHEREAS, Seller desires to transfer and convey to Buyer the Assets, and
Buyer desires to purchase the Assets from Seller upon the terms and conditions
hereinafter provided.

         NOW, THEREFORE, Buyer and Seller, for and in consideration of the sums
hereinafter set forth, receipt of which is hereby acknowledged by Seller, as
well as the mutual promises and covenants herein contained, intending to be
legally bound, do hereby agree as follows:

                                    Article 1

                                SALE OF PROPERTY

         1.1 Subject to all the terms and conditions of this Agreement, Seller
agrees to transfer and convey the Assets to Buyer and Buyer agrees to purchase
the Assets, free and clear of all liens, encumbrances and liabilities with the
exception of the Permitted Exceptions (as hereafter defined), comprised of all
of the following:

             a.   The Land and the improvements now or hereafter located or
constructed thereon, and all easements, tenements, hereditaments, rights,
licenses, privileges and appurtenances, whether or not of record, in any way
belonging or relating thereto and all mineral, oil and gas on and under the and
all development, air and water rights belonging or relating to the same
(collectively the "Property");

             b.   All fixtures, machinery, vehicles, tools, signs, systems,
equipment, furnishings and furniture; tangible and intangible personal property;
and replacements, inventories and supplies; all as same now are or hereafter may
be located in, on or about the Property, or used in conjunction therewith
(collectively the "Personal Property"), including, without limitation, all of
the following: all furniture, furnishings and carpeting; all heating, lighting,
plumbing, water, sewer, ventilating, exhaust, electrical, gas, refrigeration,
air-conditioning, communication, fire protection, security, disability and
life/safety fixtures, equipment and systems; all hot water heaters, furnaces,
heating controls, motors and boiler pressure systems and equipment; all
incinerating, disposal, cleaning, maintenance, janitorial, snow removal and
landscaping equipment; all fuels; all appliances; all office equipment,
furniture, furnishings and supplies; and all items of specific personal
property, if any; excluding from the foregoing only such items of furniture and
furnishings as are owned by tenants renting and occupying space in the Property
("Occupancy Tenants") under leases ("Tenant Leases") and pursuant to which

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the Occupancy Tenants have the right to remove the same from the Property and 
excluding those items described on Exhibit "B" attached hereto;

            c.    All right, title and interest in and to any streets, roads, 
alleys or other public ways adjoining the Land, including, without limitation, 
any land lying in the bed of any street, road, alley or other public way, open 
or proposed, and any strips and rights-of-way adjoining the Land (including,
without limitation, all riparian and other rights in and to submerged lands);

            d.    All certificates, permits, licenses, franchises, 
authorizations and approvals relating to the Property and/or the Personal 
Property or the ownership, use, access, occupancy, repair, maintenance or 
operation thereof or any part thereof, running to or in favor of Seller or the 
Property and/or the Personal Property, and which Buyer hereafter elects to 
accept;

            e.    All Operating Agreements (hereinafter defined) running to or 
in favor of Seller or the Property and/or the Personal Property, and which Buyer
hereafter elects to accept;

            f.    All right, title and interest of Seller as landlord or 
otherwise in and to all Tenant Leases, together with all collateral therefor, 
all guarantees by third parties of the agreements and obligations thereunder of
Occupancy Tenants, and all rentals, security deposits advance rentals, 
receivables, reimbursements items payable by Occupancy Tenants and all claims 
against Occupancy Tenants; and

            g.    All right, title and interest of Seller of every kind and 
description in and to the following: All drawings, plans and specifications 
covering the Assets or any part thereof; all rights to the name "LibertyView" 
and all trademarks, trade names, service marks, registrations, logos, 
applications, good will and other rights (including the right to sue for past 
and present infringements thereof) associated therewith; the security system; 
all telephone numbers; all tenant files; all operating and maintenance files; 
and all maintenance and operating manuals;

In no event shall Seller or Buyer be obligated or entitled hereunder to sell and
convey, or purchase and acquire, respectively, less than all of the Property.

                                    Article 2

                                 PURCHASE PRICE

         2.1 Buyer will pay the purchase price (the "Purchase Price") of Ten
Million Six Hundred Thousand Dollars ($10,600,000) as follows:

             (a)  Fifty Thousand Dollars ($50,000) good faith deposit to be
paid on the date hereof, and, provided Buyer has not terminated this Agreement
pursuant to the terms hereof, an additional Fifty Thousand Dollars ($50,000)
good faith deposit to be paid on or before the date which is one (1) business
day after expiration of the Due Diligence Period (collectively, and together
with all interest earned thereon, the "Deposit") to be held by the Title Company
(as hereinafter defined) to be invested and held in escrow by the Title Company
in an interest bearing account which, if available, shall be a bank money market
account insured by F.D.I.C. All interest earned thereon shall be reported as
income of Buyer. In the event this Agreement is terminated for any reason (other
than due to the default or failure of Buyer to perform hereunder) prior to the
expiration of the Due Diligence Period, the Deposit shall be immediately
returned to Buyer, the parties acknowledging and agreeing that from and after
the expiration of the Due Diligence Period the Deposit is non-refundable. At
Closing, if any, the Deposit shall be paid to Seller as a credit towards the
Purchase Price.

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             (b)  One Million Dollars ($1,000,000) by the execution and
delivery to Seller of Buyer's note (the "Note"), which Note shall be secured by
a second purchase money mortgage and security agreement (the "Mortgage"), which
Mortgage shall be subject and subordinate solely to a first purchase money
mortgage recorded at Closing, an assignment of rents and leases (the "Lease
Assignment"), UCC-l financing statements (the "Financing Statements"), and such
other customary documents required thereunder, in form and containing terms and
provisions satisfactory to Seller in its reasonable discretion (collectively,
the "Loan Documents"). The term of the Note shall commence at Closing and
continue to December 31, 1997. Payments shall be made, without interest, as
follows:

                  July 31, 1997                      $100,000
                  August 31, 1997                    $100,000
                  September 30, 1997                 $100,000
                  October 31, 1997                   $100,000
                  November 30, 1997                  $100,000
                  December 31, 1997                  $500,000

             (c)  Nine Million Five Hundred Thousand Dollars ($9,500,000) to
be paid at Closing by federal funds wire transfer, cash, certified check or
title company check (subject to adjustments at Closing).

                                    Article 3

                          BUYER'S DUE DILIGENCE PERIOD

         3.1 Buyer shall have until 5:00 p.m. E.D.S.T. on May 30, 1996 (the "Due
Diligence Period") to satisfy itself as to all matters respecting the Property.
Buyer may, at any time on or prior to the expiration of the Due Diligence
Period, for any reason or no reason, terminate this Agreement by notice to
Seller following which (provided Buyer is not then in default hereunder) the
Title Company shall return the Deposit to Buyer and thereafter neither party
shall have any further rights or obligations hereunder, except for those which
by their terms survive termination hereof.

         3.2 Seller shall furnish to Buyer within five (5) days after the date
hereof, a current rent roll, lease abstracts and copies of the Tenant Leases,
pertaining to the Property, a copy of a title report, and copies of all surveys,
mechanical, structural and environmental reports pertaining to the Property,
which Seller has in its possession and Seller shall cause its representatives to
respond truthfully and completely to any inquiries by Buyer regarding the same.

         3.3 Seller, and/or its agents, agree to cooperate fully with Buyer and
its agents, consultants and employees during the Due Diligence Period and shall,
after receiving reasonable notice, and subject to the rights of the tenants
under the Tenant Leases, provide Buyer with full access during regular business
hours to the Property (including related financial, operational and leasing
records, including, as and to the extent the same are in Seller's possession,
copies of all plans, specifications, as-built drawings, engineering data,
mechanical, structural and environmental investigations (including
communications to and from the New Jersey Department of Environmental Protection
("DEP")), consultants' reports, utility agreements, certificates of occupancy,
soil reports, zoning compliance reviews, leases, service contracts, maintenance
and repair records, tax bills, insurance bills, insurance policies, and books
and records relating to the Tenant Leases. If this Agreement terminates without
Buyer's acquisition of the Property for any reason, Buyer agrees to (i) repair
any damage caused to the Property arising out of Buyer's entry hereunder, and
(ii) deliver to Seller all tests, data, reports and other materials relating to
the Property obtained by Buyer (including without limitation all items provided
to Buyer by Seller). Buyer hereby agrees to indemnify, defend and hold Seller
harmless against any loss, damage, liability, or expense, including reasonable
attorneys' fees, arising out of Buyer's activities pursuant to this Article 3
and/or Buyer's failure to promptly repair the Property when required hereunder,
and/or incurred by Seller in enforcing this Article 3. Buyer's obligations and

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indemnity under this Article shall survive termination of this Agreement. All 
of Buyer's activities on the Property pursuant to this Article 3, shall be 
coordinated verbally, a reasonable time in advance, with Seller's authorized 
representative, Laurie Korth, at (609) 354-2200.

         3.4 If Buyer fails to terminate this Agreement as provided in Section
3.1, Buyer shall be obligated to proceed to Closing (as hereinafter defined),
and to increase the Deposit as provided in Section 2.1(a), and the Deposit will
be nonrefundable except if, and as, expressly otherwise provided herein.

                                    Article 4

                                     CLOSING

         4.1 Closing of this transaction shall, subject to the terms of this
Agreement, take place at the offices of Archer & Greiner, a Professional
Corporation, One Centennial Square, Haddonfield, New Jersey 08033, and shall
occur at 10:00 a.m. prevailing time or such other time as may be mutually
agreeable to Seller and Buyer on June 14, 1996 (the "Closing Date" or
"Closing"); provided, however, Buyer shall use its best efforts to close on or
before May 31, 1996. Buyer may at its option close earlier than such date by
giving Seller at least ten (10) days advance notice of such early Closing Date,
provided that no unrepaired Terminable Loss (as hereinafter defined) shall exist
at the date of giving of such notice. Such time for Closing and all dates for
performance hereunder are "of the essence" of this Agreement. Formal tender of a
deed to the Property by Seller and of the purchase price by Buyer are hereby
waived.

         4.2 Closing hereunder shall be and hereby is conditioned upon each of 
the following (the "Closing Conditions"):

             (a)  Title.  Title shall be in the state required by the terms and 
provisions of Article 6.

             (b)  Representations.  The representations and warranties contained
in Article 8 shall be true and correct in all material respects as of the 
Closing Date.

             (c)  Obligations.  Seller and Buyer shall have performed all of 
their respective obligations under this Agreement.

             (d)  In addition to any other conditions set forth in this
Agreement, Buyer's obligation to close hereunder is subject to each and all of
the following conditions precedent:

                  1.  All of Seller's representations and warranties contained 
in Paragraph 8.1 and elsewhere in this Agreement shall be true and correct when
made and also as of the Closing Date.

                  2.  All documents, instruments and assurances required to be
delivered on or before Closing to Buyer shall have been duly delivered in form,
substance and execution satisfactory to Buyer in its reasonable discretion.

                  3.  All covenants and agreements of Seller herein shall have 
been duly performed and satisfied.

         If Seller has not satisfied any one or more of the conditions precedent
contained in subparagraphs 1, 2 or 3 immediately above have not been satisfied
on or before the Closing Date, Buyer may exercise any one or more of the rights
and remedies set forth in Paragraph 12.1 hereof.

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         4.3 Either party may waive any Closing Condition which has been
included for its benefit, and if Closing hereunder occurs, any Closing Condition
shall be deemed to have been waived which has not been satisfied.

                                    Article 5

                          CLOSING COSTS AND ADJUSTMENTS

         5.1 All real property taxes, and any other charge in lieu of taxes
levied or assessed against the Property by any public or quasi-public authority
shall be adjusted between the parties hereto at Closing.

         5.2 Buyer and Seller shall each bear one-half of the cost of any state,
county or other transfer tax and recording fees incurred. Buyer shall be
responsible for all title charges incurred (including attendance fees) to
include the cost of a lender's policy of title insurance issued to Seller in the
amount of the Note.

         5.3 If at the time of Closing, the Property or any part thereof shall
be or shall have been affected by a confirmed assessment or assessments (that
is, any assessment the first installment of which has been paid), then for the
purposes of this Agreement all the unpaid installments of any such assessment,
including those which are to become due and payable after the Closing, shall be
deemed to be due and payable and to be liens upon the Property and shall be paid
and discharged by Seller at or prior to the Closing. Unconfirmed improvements or
assessments, if any shall be Buyer's responsibility.

         5.4 Water and sewer rates and charges shall not be adjusted but shall
be paid by Seller based upon a current meter reading to be obtained by Seller;
any advance payments relating to a period on and subsequent to the Closing Date
shall be credited to Seller and assigned to Buyer. In addition, sewer, gas,
electric and other utility charges shall not be adjusted but shall be paid by
Seller based upon a current reading by the utilities to be obtained by Seller.

         5.5 Rents and all other charges (including cost reimbursement payments)
paid under the Tenant Leases shall be adjusted at Closing pursuant to an
allocation schedule, such schedule to allocate: (i) security deposits, (ii) 1995
operating expenses, (iii) 1996 estimated operating expenses and other prepaid or
accrued items and expenses, including any rents which have accrued but are
unpaid at the Closing Date. If any rents under the Tenant Leases (including
expense reimbursement payments) are payable or accruable on the basis of
estimates or formulae and are subject to adjustment after the Closing Date, and
become the subject of disputes with tenants regarding such rents or charges,
Buyer shall give Seller written notice thereof within ninety (90) days following
Closing and Buyer shall be entitled to offset the amount of the claimed
overcharge and shall assign all claims against the applicable tenant with
respect to such dispute to Seller.

         5.6 All charges, payments and deposits under the Service Contracts
shall be adjusted at Closing.

         5.7 If any of the foregoing cannot be apportioned at Closing because of
the unavailability of the amounts which are to be apportioned, such items shall
be apportioned as soon as practicable after the Closing Date. All adjustments
and prorations under this Article 5 shall be made as of 11:59 p.m. on the day
prior to the Closing Date; that is, all income and expenses for the Closing Date
shall be for the account of Buyer.

         5.8 Buyer will be responsible for all of its own expenses incurred in
its investigation and acquisition of the Property, including without limitation,
all charges by its agents, contractors and consultants, and recording fees, all
title company charges, title and survey costs, and fees and costs of its
counsel. Seller will be responsible for the fees and costs of its counsel.

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         5.9 The provisions of this Article 5 shall survive Closing.

                                    Article 6

                                      TITLE

         6.1 Conveyance to Buyer of title to the Property shall be by delivery
of Seller's bargain and sale deed with covenants against the grantor's acts
("Seller's Deed"), in recordable form, conveying good, insurable and marketable
fee simple title to the Property subject only to the Permitted Exceptions and
real estate taxes not due and payable at the date of Closing.

         6.2 Conveyance to Buyer of title to (i) the Personal Property shall be
by delivery of Seller's bill of sale with covenants and general warranties of
good and marketable title (but without warranties of quality, merchantability,
or fitness for purpose or use) free and clear of all security interests, liens,
charges, claims and encumbrances, and (ii) the remainder of the Assets shall be
by delivery of Seller's unconditional deeds, assignments and other conveyance
instruments as set forth herein with covenants and general warranties of good
and marketable title, free and clear of all security interests, liens, charges,
claims and encumbrances.

         6.3 This Agreement and the Closing hereunder is conditioned upon
Buyer's being entitled to obtain upon payment of the appropriate premium, an
ALTA-B Owner's Policy of Title Insurance in the full amount of the Purchase
Price by any reputable title insurance company licensed to do business in the
State of New Jersey, at regular rates, which policy shall insure that the fee
simple title to the Property is vested in Buyer free and clear of all liens and
encumbrances other than the exceptions set forth on Exhibit "C" as well as all
other matters revealed by the Title Commitment (as hereinafter defined) and not
objected to by Buyer during the Due Diligence Period (the "Permitted
Exceptions"). During the Due Diligence Period, Buyer shall obtain, and deliver a
copy thereof to Seller, a commitment (the "Title Commitment") for the issuance
at Closing, upon payment of the premium therefor, of Buyer's Title Policy for
the Property.

         6.4 As soon as practicable after the date hereof, Buyer, at Buyer's
expense, may order a current as-built survey ("Survey") by a licensed surveyor,
acceptable to Buyer and Title Company, of the Property which shall describe the
Property, be dated after the date hereof, and contain a surveyor's certificate
in favor of Buyer, the Title Company and such other parties as Buyer shall
designate in form and substance satisfactory for, among other things, deletion
of the standard survey exception from the title insurance policy and consistent
with and as required by the next succeeding sentences.

         6.5 Buyer shall request Title Company and such licensed surveyor to
deliver to Seller copies of the Commitment and Survey at such times as same are
delivered to Buyer. If the matters revealed by the Commitment and the Survey,
other than the following matters:

             a.   real estate taxes not yet due and payable at the date of the
Commitment;

             b.   liens, charges, claims and encumbrances of a definite or
ascertainable monetary amount, all of which shall be paid off or removed of
record by Seller, at Seller's expense, and released at Closing, and Seller
agrees so to do and effect same;

             c.   matters which the Commitment states will be removed upon
presentation of Seller's ALTA Statement and other documentation, which ALTA
Statement and other documentation shall be presented by Seller at Closing, and
Seller agrees so to do, and which matters shall be so removed from the title
insurance policy at Closing;

             d.   public utility easements which do not underlie the 
Improvements and do not otherwise interfere with the ownership, use or operation
of the Property; and

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             e.   Permitted Exceptions

are not satisfactory to Buyer, such matters not so satisfactory to Buyer
hereinafter called "Unsatisfactory Matters", then, at the election of Buyer, at
Buyer's sole discretion, Buyer, unless Seller (with Buyer's approval, which
approval may be withheld by Buyer at its sole and unreviewable discretion)
causes Title Company to delete such Unsatisfactory Matters from the Commitment
or commit to insure over such Unsatisfactory Matters in a manner satisfactory to
Buyer, at any time on or prior to the Closing Date (by notice to Seller which
may be orally given) may terminate this Agreement, in which event the Deposit
and Buyer's reasonable out-of-pocket expenses not to exceed Twenty Thousand
Dollars ($20,000), shall be returned to Buyer and neither party shall have any
further rights, obligations or liabilities hereunder. If Buyer does not so elect
to terminate, Buyer may attempt to cure such Unsatisfactory Matters, such cost
to be borne by Seller in an amount not to exceed Twenty Thousand Dollars
($20,000), the remaining Unsatisfactory Matters set forth in the Survey and
Commitment shall become part of the Commitment and the state of title shown in
the Commitment shall be deemed acceptable to Buyer and Seller shall have no
further obligation in respect of such remaining Unsatisfactory Matters. Such
Unsatisfactory Matters shall thereupon become so-called "Permitted Exceptions"
and may be set forth as permitted encumbrances in Seller's Deed.

         6.6 Buyer's obligation to close hereunder shall be conditioned upon
Seller's being able, at Closing, to deliver to Buyer title to the Property,
fee-simple, free and clear of all liens, claims and encumbrances other than the
Permitted Exceptions; and, if Seller is not able to so deliver title or correct
or cure the Unsatisfactory Matters, Buyer may either accept such title as Seller
can deliver, pursue any remedy or modification of any noted title or survey
defect, the cost thereof to be reimbursed by Seller in an amount not to exceed
Twenty Thousand Dollars ($20,000) or terminate this Agreement in which event the
Deposit and Buyer's out-of-pocket expenses not to exceed Twenty Thousand Dollars
($20,000) and, thereafter, shall be forthwith returned to Buyer and thereafter
neither party shall have any further rights or obligations hereunder, except for
those which by their terms survive termination hereof. However, if the Property
shall be subject to any liens or encumbrances in a fixed or ascertainable
amount, Seller shall pay same at or prior to Closing, and may use the proceeds
of Closing for such purpose, and if Seller does not satisfy same at or prior to
Closing, Buyer shall have the right in addition to all other remedies provided
for herein and at law or in equity, to satisfy same at Closing and deduct the
cost thereof from the Purchase Price to be paid at Closing.

         6.7 In connection with the owner's title insurance policy which Buyer
intends to obtain in connection with this transaction, if the Title Commitment
is obtained and delivered to Seller prior to the end of the Due Diligence
Period, along with specific requests and forms of documents therefor reasonably
satisfactory to Seller's counsel, Seller undertakes and agrees to provide such
information to, and execute such certificates and affidavits as comport with the
actual state of facts in existence as of the Closing Date, for the benefit of
and as are reasonably and customarily required by, the issuing title insurance
company, in order that Buyer may have any exclusions or exceptions to coverage
removed (other than the Permitted Exceptions) including, without limitation,
those pertaining to creditors' rights and fraudulent conveyances.

         6.8 Seller agrees to execute and deliver and to do or cause to be
executed and delivered and to be done any documents and agreements and any
things which may be necessary to or desired by Title Company to furnish the
required title insurance.

                                    Article 7

                              DELIVERIES AT CLOSING

         7.1 At Closing, Seller will deliver or cause to be delivered to Buyer 
the following:

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             (a)  Deed.  Seller's Deed, duly executed and acknowledged and in 
proper form for recording, and an affidavit of title duly executed and 
acknowledged.

             (b)  Estoppel Letter. A sworn-to, notarized estoppel certificate to
Buyer in form reasonably agreed upon by Buyer's lender, from HIP Rutgers, Klehr
Harrison, First Union National Bank, as successor to First Fidelity Bank, N.A.,
and Shapiro and Kreisman (collectively, the "Key Tenants") and Seller shall use
its reasonable efforts to obtain such estoppel letters from the other tenants, 
all dated no earlier than May 1, 1996.

             (c)  Security Deposits.  The security deposits (subject to 
adjustment as provided in Article 5 hereof).

             (d)  Physical Possession. Actual physical possession of the
Property (and at the Property all keys and passes thereto), subject only to the
rights of the tenants under the Tenant Leases.

             (e)  Intentionally Omitted.

             (f)  Bill of Sale and Assignment. A duly executed Bill of Sale and
Assignment and Assumption Agreement in form reasonably acceptable to Buyer and 
Seller.

             (g)  Letter to Tenants. Executed letters to the tenants under the 
Tenant Leases advising that Seller has transferred title to the Property to
Buyer and that all payments of rent and additional rent are to be remitted
directly to Buyer.

             (h)  Leases. At the Property, fully executed counterparts of all 
Tenant Leases and the files relating thereto.

             (i)  Books and Records. At the Property, copies of all current
books and records of Seller reflecting the calculation, payment and receipt of
all taxes, operating expenses and other additional rent under the Tenant Leases.

             (j)  Building Plans. At the Property, true and complete set of all
as-built building plans, specifications and drawings (and of all documents and 
other materials related thereto for the Property), if available.

             (k)  Tax Bills. The 1994 and 1995 and the most currently received 
original tax bills for the Property.

             (l)  Permits. At the Property, and to the extent available, the
originals of all certificates of occupancy for individual tenants and all
current permits (including all amendments, modifications, supplements and
extensions thereof) issued in connection with the operation of the Property
except to the extent the same are required to be and are affixed to the
Property.

             (m)  Manuals. At the Property, all manuals, diagrams, shop
drawings, warranties, and related data in possession of Seller concerning the
Property and the use and maintenance of its systems and facilities.

             (n)  Evidence of Authority. Evidence of Seller's existence,
good standing and of Seller's authority to execute and deliver this Agreement
and all documents required to be delivered by Seller hereunder.

             (o)  ISRA Non-Applicability. A letter from the DEP that indicates 
that the Property is not subject to the Industrial Site Recovery Act ("ISRA"), 
the cost of the application fee to be borne by Buyer.

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             (p)  Assignment of Guaranties. Seller's duly executed assignment of
all guaranties and warranties from all manufacturers of, or other guarantors or
warrantors in respect of, all equipment, appliances or other things installed 
or used in the Property, and from all contractors, suppliers and materialmen 
with respect to all work and installations done at the Property, to the extent 
same are in existence.

             (q)  Assignment of Permits. Seller's duly executed assignment of 
all certificates, permits, licenses, franchises, authorizations and approvals
which Buyer desires to have assigned to it, and all of Seller's rights
thereunder, together with the originals thereof.

             (r)  Certificate of Seller. Seller's duly executed certificate
of reaffirmation and re-making and confirmation dated as of the Closing Date
that the warranties and representations of Seller in this Agreement are true and
correct as of the Closing Date.

             (s)  Opinion of Counsel.  An opinion of Seller's counsel, Archer &
Greiner, addressed to Buyer, dated as of the Closing Date to the effect that:

                  1.  Seller is a corporation duly created, existing and in 
good standing under the laws of the State of New Jersey. Seller has the 
requisite power and authority to enter into and perform the terms of this 
Agreement and its closing documents; the exception and delivery of this 
Agreement and its closing documents have been duly authorized by Seller and no 
other proceedings on Seller's part are necessary in order to permit Seller to 
consummate this transaction and its closing documents.

                  2.  This Agreement and its closing documents have been duly
executed and delivered by Seller and constitute legal, valid and binding
obligations of Seller, enforceable in accordance with their terms, subject to
applicable bankruptcy, reorganization, moratorium, insolvency and other laws and
principles affecting or limiting creditors' rights generally, and subject to all
other applicable federal and state laws, statutes, ordinances, rules and
regulations, decisions of federal and state courts, and constitutional
requirements which may modify, limit, render unenforceable or delay certain of
the rights and remedies of Buyer, which other applicable matters will not
diminish the practical realization of the benefits intended to be conferred by
the Agreement and its closing documents on Buyer (except for the economic
consequences of any judicial, administrative or other procedural delay which may
be imposed by, relate to or result from such laws, statutes, ordinances, rules,
regulations, decisions or constitutional requirements).

             (t)  FIRPTA. A certificate that Seller is not a "foreign person" 
as defined in the Federal Foreign Investment in Real Property Tax Act of 1980 
and the 1984 Tax Reform Act, as amended, in a form complying with federal
tax law.

             (u)  Allocation Schedule. A mutually agreed upon schedule as 
required by Paragraph 5.5 hereof.

In addition to the obligations required to be performed hereunder by Seller at
Closing, from time to time subsequent to the Closing, Seller shall perform such
other acts, and shall execute, acknowledge and deliver such other agreements and
documents as Buyer reasonably may request in order to effectuate the
consummation of the transaction contemplated herein consistent with the terms
hereof, or as may be needed, to vest good, insurable and marketable title to the
Assets in Buyer or its assignee or nominee.

         7.2 At Closing Buyer will deliver or cause to be delivered to Seller 
the following:

             (a)  Purchase Price. The unpaid portion (net of the Deposit and 
the Note) of the Purchase Price.

                                       -9-
<PAGE>

             (b)  Loan Documents. Duly executed, acknowledged and in form for
recording or filing (as applicable) originals of the Loan Documents, as well as
the lender's policy of title insurance required under Section 5.2.

             (c)  Counterparts. Duly executed counterparts of the documents 
provided for in Sections 7.1 (f) and (g).

             (d)  Other Documents. Any other document expressly to be delivered
by Buyer pursuant to any other provision of this Agreement.

         7.3 At Closing, the Title Company shall deliver the Deposit to Seller.

                                    Article 8

               WARRANTIES AND REPRESENTATIONS OF SELLER AND BUYER

         8.1 As a material inducement to Buyer to enter into this Agreement and
to proceed to its consummation on the Closing Date, Seller makes the following 
representations, warranties, and agreements, to the best of its knowledge, such
knowledge being that of Arthur W. Hicks, Jr. and Terry Cassidy, as follows, all
upon which Buyer relies:

             (a)  Subject to the Permitted Exceptions and the rights of
tenants under Tenant Leases, Seller is the fee simple owner of and is lawfully
seized and possessed of the Assets, there are no outstanding agreements of sale
or options with respect to the Property, and no party or entity has any rights
to possess or occupy the Assets. Seller does not own any property contiguous to
the Assets.

             (b)  To the best of Seller's knowledge, neither the execution nor 
delivery of this Agreement, nor the consummation of the transactions described 
herein or contemplated hereby nor compliance with the terms hereof by Seller 
will conflict with or result in the breach of any terms of, or constitute a 
default under any agreement or instrument of any kind to which Seller is a
party or by which Seller is bound.

             (c)  Seller has received no notice of any currently pending
Condemnation (as hereinafter defined) affecting the Property, or of any
currently pending proceedings to change the zoning, which is Commercial, of the
Property.

             (d)  Seller has received no notice of unconfirmed or confirmed 
assessments against the Assets.

             (e)  Seller has not received service of process or similar formal 
notice with respect to any actions, litigation, suits, proceedings, appeals 
(including, without limitation, tax or assessment appeals) or claims affecting 
the Assets which, if determined adversely to Seller or the Assets, would have a
material adverse effect on the operation of the business of the Assets as 
currently conducted or render title to the Assets unmarketable.

             (f)  Seller has made no application, submission or request for
any site plan approval, subdivision approval, variance, waiver, license, sewer
permit, building permit or any other approval from any governmental authority,
for development and/or use of the Property, which is now pending.

             (g)  Seller is not a "foreign person" as such term is defined
pursuant to the Foreign Investment in Real Property Tax Act (FIRPTA) of the
Internal Revenue Code. Seller's Federal Employee Identification Number is 
22-3304872.

             (h)  The Property is currently subject to the leases described
on Exhibit "D" attached hereto (the "Tenant Leases"). Seller has not entered
into any other leases, tenancies, licenses or other rights of occupancy or use
for any portion of the Property other than the

                                      -10-
<PAGE>

Tenant Leases. Exhibit "D" also sets forth all brokerage commission agreements
relating to the Tenant Leases. Seller has not entered into any other agreements
for brokerage commissions relating to the property. As a condition precedent to
the Closing, Seller shall deliver a duly executed Estoppel Letter from each of
the Key Tenants (the "Key Tenant Estoppel Letters"). In the event that Seller is
unable to obtain the non-Key Tenant Estoppel Letters, with respect to any of the
Tenant Leases, such failure shall not be deemed a default hereunder. Title shall
be transferred at Closing subject to and together with the benefit of the Tenant
Leases. The copies of the Tenant Leases furnished to Buyer are true, correct and
complete copies thereof and such Tenant Leases have not been modified or amended
except pursuant to the amendments delivered to Buyer; such Tenant Leases are in
full force and effect; no rent or additional rent has been paid thereunder in
advance of the due date; to the best knowledge of Seller, there is no default by
landlord or tenant in the keeping, observance or performance of any material
covenant, agreement, term, provision or condition contained therein; to the best
knowledge of Seller, none of the tenants have any rights to offsets, deductions
or defenses of the payment of any rent or additional rent except as may be set
forth in the Tenant Leases; and there are no option to purchase, right of first
offer, right of first refusal or other provision granting to the tenants the
right to acquire the Property or any portion thereof or any right to terminate
any of the Tenant Leases in the event of a sale of the Property except as may be
set forth in the Tenant Leases; Seller has received and holds no security
deposit in respect of the Tenant Leases other than as disclosed in Exhibit "D".

             (i)  The Property is currently subject to the management, leasing,
service or maintenance contracts and other commitments described on Exhibit "E"
attached hereto (the "Service Contracts"); provided however, that Buyer shall 
only be obligated to assume those Service Contracts which are cancelable on not
more than thirty (30) days notice pursuant to their terms. There are no 
agreements with respect to the operation or maintenance of the Property which 
would be binding upon Buyer after Closing other than the Service Contracts and 
certain of the Permitted Exceptions. Title shall be transferred at Closing 
subject to and together with the benefit of the Service Contracts.

             (j)  Seller is not in the hands of a receiver nor is an
application by Seller for the appointment of a receiver pending; Seller has not
made an assignment for the benefit of creditors, nor has Seller filed, or to its
best knowledge had filed against it, any petition in bankruptcy.

             (k)  Seller shall deliver to Buyer by April 15, 1996 a list of
all certificates, permits, licenses, franchises, authorizations and approvals
issued respecting the ownership, use, access, occupancy, repair, maintenance or
operation of the Property by Seller. To the extent that they are assignable to
Buyer, Buyer shall be entitled to the use and benefit of all of same upon
consummation of the transaction contemplated hereby without any further action
of the parties hereto. Copies of all of same have been delivered to Buyer.

             (l)  Water, sewer, gas, electricity, telephone and cable are
currently serving the Property and operating and all installation and connection
charges payable as of the date hereof have been paid in full.

             (m)  There has been no damage to any of the Assets by fire or other
casualty or any act of God prior to the date hereof.

             (n)  Seller has no actual knowledge (but without any obligation
of inquiry) and has received no written notice from tenants or the Township of
latent defects in any of the Improvements, and the structural components,
exteriors, electrical, gas, plumbing, water, sewer, air conditioning, heating,
ventilating, exhaust, mechanical, security, disability, life/safety and other
building systems.

             (o)  Seller has not received written notice nor does Seller have 
actual knowledge of any:

                                      -11-
<PAGE>

                  1.  pending grievances or arbitration proceedings or 
unsatisfied arbitration awards, or judicial proceedings or orders respecting 
awards, relating to the Property or its ownership, operation or occupancy;

                  2.  outstanding unfulfilled requirements or recommendations 
of any insurance company, any inspection or rating bureau or any board of 
underwriters concerning the Property or any operation, condition, repair or 
alteration thereof;

                  3.  pending or actual claims, charges, complaints, petitions 
or unsatisfied orders or any threat thereof, by or before any administrative 
agency or court respecting alleged obligations of the owner, operator or any 
occupant of the Property or any part thereof that might materially and adversely
affect the Property, the ownership, operation or occupancy of the Property or 
any part thereof or any person acquiring ownership, operation or occupancy of 
the Property through such owner, operator or occupant; or

                  4.  any other action, proceeding or investigation pending or
threatened against or involving Seller or the Property that might so affect the
Property or such person so acquiring title or occupancy.

             (p)  No equipment or article of personal property owned by
Occupancy Tenants and removable by them is material to the operation of the
Property.

             (q)  Seller has not received any written notice, nor does Seller 
have any actual knowledge of any increase in assessed value nor of any other 
assessments, which would increase such taxes or assessments above such amount 
for years subsequent to such bill. Seller has not received any assessment
notices against the Property with respect to any governmental improvements which
have been substantially completed prior to the date hereof and for the cost of
which the Property can be assessed. There are no unpaid assessments (including
special assessments) levied or assessed against the Property, including unpaid
installments for or in respect of any such assessments, and Seller has not
received notice of any pending or threatened increase thereof.

             (r)  Seller has caused to be furnished to Buyer copies of
unaudited statements of income and expense for each of the months in 1994 and
1995. Each of such monthly financial statements (i) is in accordance with the
respective books and records of Seller and (ii) presents fairly and accurately
the results of operations for the respective periods covered thereby. All of the
books and records relating to the Assets given to Buyer or its representatives
accurately and correctly reflect the ownership and operation of the Assets and
all income received and expenses incurred by Seller in connection therewith.

             (s)  Seller is not a "foreign person" as defined in the Federal
Foreign Investment in Real Property Tax Act of 1980 and the 1984 Tax Reform Act,
as amended.

             (t)  Except as set forth in the Phase I Report of TTI 
Environmental, Inc. and the 1992 Handex Phase I Report prepared for Midlantic
National Bank and the Phase I Report prepared by ENSR regarding Lots 2 and 3,
copies of which have been delivered to Buyer, Seller has no actual knowledge of,
nor has Seller received written notice of, any environmental condition,
pollutant, or hazardous or toxic substance, the presence of which would
adversely affect the Assets.

             (u)  Seller (i) has paid all commissions and other compensation
payable to any broker or other agent or any other party under or in respect of
the Pepper, Hamilton & Scheetz Lease and the other Tenant Leases, (ii) has
completed any work required to be performed or furnished, as applicable, by
lessor under or in respect of the Pepper, Hamilton & Scheetz Lease and the other
Tenant Leases and (iii) has paid all tenant allowances and concessions under or
in respect to the Tenant Leases.

                                      -12-
<PAGE>

         8.2 All of the covenants, agreements, representations and warranties of
Seller contained in this Agreement shall be deemed remade on and as of Closing,
shall survive the Closing, and shall not be deemed to merge upon the delivery
and acceptance of Seller's Deed or any other conveyance document (except that
the representations and warranties contained in Paragraph 8.1 (except for those
representations and warranties contained in subparagraph (s) which shall survive
indefinitely and except for the representations and warranties contained in
subparagraph (t) which shall survive for one year from Closing) which shall
survive the Closing for a period of six (6) months only); provided, however,
that Buyer shall not be entitled to make any claim against Seller for a breach
of a representation or warranty under this Agreement until the aggregate loss
incurred by Seller as a result thereof exceeds $5,000, and upon exceeding that
amount, Buyer shall be entitled to claim for all losses including the initial
$5,000.

         8.3 To induce each other to enter into this Agreement, (i) Seller
hereby represents and warrants to Buyer that it has been duly authorized and
empowered to enter into this Agreement and to perform fully its obligations
hereunder, and such obligations constitute the valid and binding obligations of
Seller, enforceable in accordance with their terms, and that no further consents
of any other person, entity, public body or court is required in connection with
this Agreement and the performance of all of its obligations hereunder; and (ii)
Buyer hereby represents and warrants to Seller that it has been duly authorized
and empowered to enter into this Agreement and to perform fully its obligations
hereunder, and such obligations constitute the valid and binding obligations of
Buyer, enforceable in accordance with their terms, and that no further consents
of any other person, entity, public body or court is required in connection with
this Agreement and the performance of all of its obligations hereunder.

                                    Article 9

                                     BROKERS

         9.1 Each party represents and warrants to the other party that it dealt
with no broker or other person (including The Rubin Organization) entitled to
claim fees for finders or brokerage services in connection with the negotiation,
execution, and delivery of this Agreement, except for CB COMMERCIAL REAL ESTATE
GROUP, INC. ("Broker"). Buyer shall pay all commissions or fees due to Broker
directly (and not as a credit against the Purchase Price) at Closing. Each party
agrees to defend, indemnify, and hold the other party harmless from and against
any and all claims for finder's fees or brokerage or other commissions which may
at any time be asserted against the indemnified party founded upon a claim that
the substance of the aforesaid representations and/or agreements of the
indemnifying party is untrue, together with any and all losses, damages, costs
and expenses (including reasonable attorneys' fees) relating to such claims or
arising therefrom or incurred by the indemnified party in connection with the
enforcement of this indemnification provision. The provisions of this Article
shall survive the Closing or any termination hereof.

                                   Article 10

                                  RISK OF LOSS

         10.1 Fire and Casualty. The risk of loss or damage to the Property by
fire or other casualty not caused by Buyer or by any of Buyer's agents,
employees, contractors and consultants (a "Seller's Cause") until the Closing is
assumed by Seller. If the Property is damaged by a Seller's Cause to the extent
that the cost to repair the Property will exceed $50,000 (a "Terminable Loss")
and the Property is not repaired by Seller prior to the Closing Date, Buyer may
at Buyer's sole option, (a) proceed to Closing without an abatement in Purchase
Price (except for any deductibles as hereinafter provided) and Seller shall
assign all of its insurance claims, including without limitation, casualty and
rent interruption insurance (except for Seller's portion of the rent
interruption insurance up to the Closing Date) and Seller will give Buyer a
credit against the Purchase Price for any deductibles; or (b) terminate this
Agreement by notice to Seller, in which event, the Deposit shall be immediately
returned to Buyer and thereafter neither party shall have any further rights or

                                      -13-
<PAGE>

obligations hereunder, except for those which by their terms survive termination
hereof. If the Property is damaged by a Seller's Cause to the extent that the
cost to repair the Property will not exceed $50,000 and the Property is not
repaired by Seller prior to the Closing Date, the parties shall proceed to
Closing and Seller shall pay Buyer in cash the estimated cost to repair such
damage (or Seller shall adjust the Note appropriately). The extent of damage due
to a Seller's Cause not to be repaired by Seller prior to the Closing Date,
shall be determined as promptly as practicable after occurrence of such damage,
by the estimate of an independent, reputable contractor, licensed and operating
in the general area in which the Property is located, engaged by Seller but
reasonably acceptable to Buyer for the purpose of providing such estimate.

         10.2 Condemnation. In the event that at any time prior to the Closing,
any proceedings shall be commenced or consummated for the taking of all or any
part of the Property, which would materially adversely affect the value of the
Property or the continued conduct of business thereon as currently being
conducted, for public or quasi-public use pursuant to the power of eminent
domain, condemnation or otherwise (a "Condemnation"), Seller shall forthwith
give written notice thereof to Buyer. Buyer may, at its option, within seven (7)
days of receipt by it of notice of such Condemnation, but in any event not later
than one (1) business day prior to the Closing Date (unless such notice of
Condemnation is given later than two (2) business days prior to the Closing
Date, in which event, Buyer shall make its election prior to Closing) elect by
sending notice thereof to Seller either of the following: (a) to terminate this
Agreement, in which event the Deposit shall be immediately returned to Buyer and
thereafter neither party shall have any further rights or obligations hereunder,
except for those which by their terms survive termination hereof; or (b) to
proceed with this Agreement without an abatement in the Purchase Price, in which
case Seller shall assign any and all awards and other compensation to which
Seller is entitled for such Condemnation to Buyer.

                                   Article 11

                                     NOTICES

         Any notices, consents, approvals, submissions or demands (which
notices, consents, approvals, submissions or demands shall be hereinafter
collectively called "Notices") given under this Agreement or by applicable law,
rule or regulation by Seller to Buyer or by Buyer to Seller shall be in writing
(except as otherwise expressly provided for in this Agreement). Unless otherwise
required in this Agreement, any Notice shall be deemed given: (i) upon refusal,
if sent by registered or certified mail, return receipt requested, postage
pre-paid or by personal delivery or recognized national overnight courier
service delivery, or (ii) on the business day of receipt (or the business day
next following a non-business day of receipt), however delivered or transmitted
(including by facsimile) with evidence of receipt obtained prior to 5:00 pm. on
a business day (or if not received prior to 5:00 p.m. on a business day, then
upon the next business day): (a) to Seller, in duplicate, one copy to Seller at
the address set forth above, Attn.: Arthur W. Hicks, Jr., Fax No. (609)
354-2216, and the other copy to Archer & Greiner, P.C., One Centennial Square,
P.O. Box 3000, Haddonfield, New Jersey 08033, Attn.: Gary L. Green, Esquire, Fax
No. (609) 795-0574, or such other address or Fax number as Seller may designate
by Notice to Buyer, (b) to Buyer at the address set forth above, Attn.: Gerard
H. Sweeney, Fax No. (609) 797-0425 with a copy to Brad Molotsky, Esquire,
Pepper, Hamilton & Scheetz, Suite 500, LibertyView, 457 Haddonfield Road, Cherry
Hill, New Jersey 08002, Fax No. (215) 981-4930 or such other address or Fax
number as Buyer may designate by notice to Seller.

                                      -14-
<PAGE>
                                   Article 12

                                    REMEDIES

         12.1 If Seller defaults in the performance of any of its obligations
under this Agreement, Buyer may, as Buyer's sole remedy, at Buyer's election
either (i) seek to specifically enforce this Agreement against Seller in which
event Buyer shall be entitled to collect from Seller reasonable attorney's fees,
and the costs, of litigation, or (ii) cure such breach, the cost thereof to be
borne by Seller in an amount not to exceed Twenty Thousand Dollars ($20,000), or
(iii) terminate this Agreement by notifying Seller thereof, in which event the
Deposit and Buyer's reasonably documented out-of-pocket costs not to exceed
Twenty Thousand Dollars ($20,000) shall be returned to Buyer and thereafter
neither party shall have any further rights or obligations hereunder, except for
those which by their terms survive termination hereof.

         12.2 If Buyer defaults in the performance of any of its obligations
under this Agreement, Seller may, as Seller's sole remedy, terminate this
Agreement by notifying Buyer thereof, in which event the Deposit shall be
immediately delivered to and retained by Seller as agreed and liquidated damages
hereunder, the parties acknowledging that Seller's damages arising in the event
of such default are difficult, if not impossible to ascertain, and in such
event, thereafter neither party shall have any further rights or obligations
hereunder, except for those which by their terms survive termination hereof.

                                   Article 13

                                SELLER COVENANTS

         13.1 Seller covenants and agrees during the term of this Agreement as
follows:

              (a)  To maintain in full force and effect any and all fire and
casualty insurance and public liability insurance in amounts not less than that
currently covering the Property.

              (b)  Seller shall not make any new Tenant Leases ("New Tenant
Leases") or any amendments (including extensions and renewals) of or cancel any
existing Tenant Leases without Buyer's prior written consent; provided, however,
Seller shall cooperate with Buyer in presenting new proposals to potential
tenants at rates and terms acceptable to Buyer and Seller shall accompany Buyer,
after prior written notice, on such proposal meetings.

              (c)  Seller shall promptly deliver to Buyer copies of, and shall 
comply with all notices of violations of laws, ordinances, orders, regulations 
or requirements including but not limited to zoning, building, health, safety, 
disability, pollution control, environmental, fire or similar laws, ordinances,
orders and regulations issued by, filed by or served by, any governmental agency
having jurisdiction over the Assets, against or affecting the Assets, at 
Seller's sole cost and expense; the Property shall be conveyed to Buyer free 
and clear of any and all violations of which Seller has received notice prior 
to the Closing, any of the foregoing on the Closing Date.

              (d)  From and after the date hereof, Seller shall, in connection 
with the Assets:

                   1.  carry on its business in, and only in, the usual, regular
and ordinary course;

                   2.  perform all of its obligations under agreements and 
instruments relating to or affecting its properties, assets and business 
(including, without limitation, all Tenant Leases);

                                      -15-
<PAGE>

                   3.  maintain its books of account and records in the usual, 
regular and ordinary manner;

                   4.  comply with all laws, ordinances, orders, regulations and
requirements applicable to it, the conduct of its business and the Assets;

                   5.  promptly advise Buyer in writing of (i) any material 
adverse change (or threat thereof) which shall come to the attention of or 
become known by Seller in the condition (financial or otherwise), operations or
business of Seller or the Assets, and (ii) (without regard to materiality) any 
notice to Seller of any violation or alleged violation of any obligation or 
agreement;

                   6.  without Buyer's prior written consent, not sell, encumber
or grant any interest in the Assets or any part thereof in any form or manner
whatsoever and not perform or permit any act or thing which might diminish or
otherwise adversely affect Buyer's interest under this Agreement or in or to the
Assets or any part thereof or which might prevent Seller's full performance of
its obligations under this Agreement.

              (e)  After the date hereof and until the Closing Date, Seller
will use its best and diligent efforts to keep Buyer timely and fully informed
of any developments which might cause any of the foregoing representations and
warranties to be no longer accurate.

              (f)  Subject to Seller's obligation to keep, repair, replace
and maintain the Assets and to the other provisions hereof, Seller shall deliver
possession of the Assets to Buyer at Closing in the same condition at the
Closing as on the date hereof, excepting therefrom only ordinary interim wear
and tear thereto after the date of the last required repair or replacement.

              (g)  Not to encumber or lien or wilfully permit to be
encumbered with any encumbrance, lien or other claim of right which may affect
title thereto, the Assets, or other rights, appurtenances and herediments to be
conveyed pursuant to this Agreement.

         13.2 Between the date of the execution of this Agreement and the 
Closing Date, Seller shall:

              (a)  Maintain the Property in its present condition, reasonable
wear and tear, and damage by fire and casualty excepted, including without
limitation, periodic and seasonal maintenance (such as maintenance of lawns,
shrubbery, walks, parking areas and other common areas in the usual and
customary manner). Seller shall deliver the common areas of the Property to
Buyer at Closing, in broom clean condition, free and clear of all debris.

              (b)  Operate and manage the Property in substantially the same
manner as it has been operated and managed prior to the date of this Agreement,
and shall further arrange and pay for the "sealing" of balconies at the
Property.

              (c)  Comply with all of the material obligations of Seller
under the Tenant Leases, including the obligation to pay leasing commissions due
on or before Closing and tenant fit-up costs for the Pepper, Hamilton & Scheetz
lease and the Service Contracts.

              (d)  Not enter into any Service Contracts for or on behalf of
or affecting the Property unless same may be terminated upon not more than
thirty (30) days prior notice or materially modify, cancel, accept surrender of,
or accept any advance rental under any of the Tenant Leases, or materially
modify any Service Contract, or after the end of the Due Diligence Period,
execute any new lease for any portion of the Property, all without the prior
written consent of Buyer.

                                      -16-
<PAGE>
                                   Article 14

                                     ACCESS

         14.1 Buyer, its agents, employees, contractors and consultants or such
person or persons as Buyer may designate, shall have the unrestricted right at
all reasonable times upon prior notice to Terry Cassidy in order to enter the
Property from time to time together with personnel and materials at any time
after the execution of this Agreement for the following purposes:

              a.   To make physical inspections of the subject Assets including
subsurface tests, test borings, water survey, drainage tests, percolation tests,
topographic surveys, environmental tests, geotechnical tests, drainage
calculations and other tests, studies or surveys as Buyer deems necessary in its
sole discretion;

              b.   To drive test piles and to make surveys of the Assets showing
all information normally and usually required by a surveyor;

              c.   For architectural and engineering purposes;

              d.   The right to show the Assets to prospective lenders or 
tenants at all reasonable times on reasonable notice to Seller; and

              e.   For any other purpose or purposes in connection with 
satisfying or furthering any condition or contingency contained in this 
Agreement or for any other reason as Buyer deems necessary in its reasonable 
discretion.

         14.2. Buyer hereby agrees to indemnify Seller and hold it harmless from
and against any and all loss, cost, liability, or expense, including reasonable
attorney's fees, arising out of any damage to the Assets as a result of Buyer or
Buyer's agents' entry onto the Assets.

                                   Article 15

                              ENVIRONMENTAL MATTERS

         15.1 Seller shall obtain and deliver to Buyer (and/or any designees or
assignees), Buyer to pay for the sole cost and expense of DEP's
Non-Applicability Application, from the DEP within forty-five (45) days from the
date hereof, the ISRA approval (the "ISRA Approval") pursuant to ISRA consisting
of (i) a non applicability letter, or (ii) non-qualified approval acceptable in
Buyer's sole discretion, of Seller's remediation conducted pursuant to ISRA. In
the event Seller is unable to deliver the ISRA Approval, Buyer shall have the
option of (a) extending from time to time the period of time for Seller to
obtain the ISRA Approval (during which period the Closing Date shall be
postponed); or (b) terminating this Agreement at the end of such forty-five (45)
day period or any extension thereof, in which case the Deposit shall be returned
to Buyer and Seller shall reimburse Buyer for all survey, title examination and
other costs not to exceed Twenty Thousand Dollars ($20,000).

         15.2 Seller shall promptly apply for and use its best efforts to 
obtain the ISRA Approval as soon as possible.

         15.3 Seller shall promptly, from time to time, deliver to Buyer true
and complete copies of all documents, reports, affidavits, submissions and
correspondence provided by Seller to DEP, if any, and all documents, reports,
directives and correspondence provided by the DEP to Seller. Seller shall also
promptly deliver to Buyer true and complete copies of all sampling and test
results obtained from samples and tests taken at and around the Assets. Seller
shall notify Buyer in advance of all meetings scheduled between Seller and DEP,
and Buyer, and its designees may attend all such meetings.

                                      -17-
<PAGE>

                                   Article 16

                                 INDEMNIFICATION

         Each party hereto hereby agrees to indemnify, hold harmless and defend
the other party, and such party's agents, employees, successors and assigns,
from and against any and all claims, demands, damages, losses, expenses,
liabilities and costs whatsoever, known or unknown, past, present or future
(including, without limitation, court costs and attorneys' fees), arising out
of, or resulting from or attributable to (a) any negligent or wrongful acts or
omissions of the indemnifying party or its agents, employees, contractors or
suppliers with respect to the Assets and (b) any breach or incorrectness of any
representation or warranty made by the indemnifying party in this Agreement,
subject to the limitations set forth in Paragraph 8.2 hereof. Additionally,
Seller hereby agrees to indemnify, hold harmless and defend Buyer, Buyer's
employees, successors and assigns, from and against any and all claims, demands,
damages, losses, expenses, liabilities and costs incurred by said indemnified
party by reason of said indemnified party's necessity to defend any suit, action
or proceeding (administrative, judicial or otherwise) brought by a third-party
against Seller or the Assets, wherein Buyer is joined as a party defendant
solely by reason of its being the contract purchaser hereunder (e.g.
condemnation actions, adjacent land owner actions, etc.). This Article shall
survive Closing and any earlier termination of this Agreement.

                                   Article 17

                                      AS IS

         Buyer hereby acknowledges that except with respect to the specific
representations made by Seller under this Agreement, Buyer is purchasing the
Property in "as is" condition based solely upon the investigations undertaken by
Buyer and not upon the representations of any other person. Buyer shall be
solely responsible for the physical condition of the Property, including,
without limitation, the environmental condition of the Property, and shall not
make any claim against Seller related to the physical condition of the Property,
including the environmental condition of the Property (including, without
limitation, any condition above, on or below the ground), Buyer hereby
acknowledging that it has undertaken such investigations as it deems necessary
to make its own determination with respect thereto.

                                   Article 18

                                  MISCELLANEOUS

         18.1 Date of Agreement. The date of this Agreement shall be the date
upon which it is executed by the last party to sign same and it shall be the
obligation of that party to insert the date and deliver the copies of the
Agreement to all parties who are signatories hereto.

         18.2 Waiver of Contingencies. Buyer shall have the right to waive any
and all contingencies included herein for its benefit and to proceed at its own
election to perform the Agreement as if the contingencies had been satisfied.

         18.3 Recordation. It is understood and agreed between the parties that
neither this Agreement nor any Memorandum of this Agreement shall be recorded
provided a Notice of Settlement may be filed by Buyer not more than ten (10)
days prior to Closing.

         18.4 Applicable Law. This Agreement and the performance of this 
Agreement shall be governed, interpreted and construed pursuant to the laws of 
the State of New Jersey.

         18.5 Entire Agreement. This writing constitutes the entire agreement 
of the parties with respect to the subject matter hereof (and, without 
limitation, supersedes and replaces the letter agreement dated March 21, 1996, 
which shall be, and is hereby, rendered null and void and of no further

                                      -18-
<PAGE>

force and effect) and may not be modified or amended, except by a written 
agreement specifically referring to this Agreement signed by Seller and Buyer.

         18.6  Intentionally Omitted.

         18.7  Assignment. This Agreement may be assigned, transferred, or
conveyed (in whole or in part) by Buyer solely to an entity affiliated with and
controlled by Buyer, without the prior consent of Seller, provided, however,
that the original Buyer shall continue to remain jointly and severally
responsible for all obligations of Buyer hereunder. Seller shall have no right
to assign this Agreement (including any of Seller's obligations hereunder)
without obtaining the prior written consent of Buyer.

         18.8  Successors. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective legal representatives,
successors, and assigns.

         18.9  Headings and Exhibits. The Article and Section headings contained
herein are for the purposes of convenience only and are not intended to define
or limit the contents of said Articles and Sections. The Exhibits referred to in
this Agreement are deemed to be annexed to this Agreement and made a part hereof
as though set forth in the body of this Agreement.

         18.10 Counterparts and Facsimile Execution.  This Agreement may be 
executed by facsimile transmissions and in any number of counterparts, each of 
which shall be deemed to be one and the same instrument.

         18.11 Confidentiality. Seller and Buyer shall exercise reasonable best
efforts to keep confidential the material business terms of the transaction
provided for in this Agreement. Nothing in this section is intended to restrict
any party from including such information, if the party reasonably believes such
information is necessary, (a) in any materials or discussions prepared or
conducted by it in the ordinary course of business, including reports, to its
members, shareholders, officers, directors, partners, lenders, and related
personnel, or others who have a need to know within the organization, (b) in
making of governmental or quasi-governmental filings or returns, (c) in
complying or attempting to comply with any of its obligations under this
Agreement, and (d) in dealing with its attorneys, accountants, other
professionals, and consultants. Further, nothing in this section shall restrict
any party from any release, statement or other disclosure of any matter which is
of public record, or of any matter which directly contradicts any inaccurate
statement made by another party regarding the terms of this Agreement. In no
event, however, shall Seller mention Brandywine Realty Trust in any press
release or similar disclosure without obtaining the prior written consent of
Brandywine Realty Trust.

         18.12 Further Assurances. Seller and Buyer each agree to execute and 
deliver all other instruments and take all other action as the other party may 
reasonably request from time to time, after Closing, in order to effectuate the
transactions provided for herein. The provisions of this Section shall survive 
Closing.

                                      -19-
<PAGE>

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

                                 SELLER:

                                 UM REAL ESTATE INVESTMENT
                                 COMPANY, LLC, a New Jersey limited liability
                                 company

                                 By: /s/ Arthur W. Hicks, Jr.
                                     ------------------------------------------
                                     Arthur W. Hicks, Jr., Manager

 
                                 BUYER:

                                 BRANDYWINE REALTY TRUST, a Maryland
                                 real estate investment trust

                                 By: /s/Gerard H. Sweeney
                                     ------------------------------------------
                                     Gerard H. Sweeney, President

                                      -20-
<PAGE>

                            EXHIBIT "A" (Page 1 of 4)

ALL THAT CERTAIN tract or parcel of land and premises, situate in the township
of Cherry Hill, County of Camden and State of New Jersey, bounded and described
as follows:

Beginning at a point formed by the intersection of the Northeasterly line of
Chapel Avenue (width varies) with the Southeasterly line of Third Avenue (50 ft.
wide) and extending; thence

         (1) North 09 degrees 49 minutes 01 seconds East, along the
Southeasterly line of Third Avenue, 142.67 feet to a point in the division line
between existing Tax Lots 1 and 2, Block 176.01; thence

         (2) South 80 degrees 10 minutes 59 seconds East, along said division
line, 183.71 feet to a concrete monument in the division line between said Tax
Lots; thence

         (3) South 09 degrees 49 minutes 01 seconds West, along said division
line, 52.21 feet to a set iron pin in the division line between said Tax Lots;
thence

         (4) North 80 degrees 10 minutes 59 seconds West, along said division
line, 29.43 feet to a found iron pin for a corner in the division line between
Tax Lots 1, 2 and 3, Block 176.01; thence

         (5) South 09 degrees 49 minutes 01 seconds West, along the division
line between Tax Lots 1 and 3, Block 176.01, 180.26 feet to a point in the
Northeasterly line of Chapel Avenue, thence

         (6) North 53 degrees 04 minutes 12 seconds West, along said line of
Chapel Avenue, 163.20 feet to an angle point in same; thence

         (7) North 20 degrees 28 minutes 36 seconds West, along same, l7.86 feet
to the point and place of beginning

BEING shown and designated as Lots 2 and 3, Block 176.01, Plate 18 on the
current Tax Map of the Township of Cherry Hill.

Based on a Survey of Premises dated June 27, 1994 prepared by Walter H.
MacNamara Associates, Inc.


<PAGE>

                           EXHIBIT "A" (Page 2 of 4)

ALL THAT CERTAIN tract or parcel of land and premises, situate in the Township 
of Cherry Hill, County of Camden and State of New Jersey, bounded and described
as follows:

         BEGINNING at a point in the Southerly right-of-way line of New Jersey
State Highway Route #38, said point being the corner formed by the intersection
of the said line of New Jersey State Highway Route #38 with the Easterly
right-of-way line of Third Avenue (50 feet wide), and extending; thence along
the said right-of-way line of New Jersey State Highway Route #38

         (1) South 80 degrees 11 minutes 00 seconds East, 19.53 feet to an angle
point common with the Southwesterly right-of-way line of the access road (ramp
from New Jersey State Highway Route #38 to Haddonfield Road), and extending;
thence along the said right-of-way line to the access road

         (2) South 45 degrees 29 minutes 39 seconds East, 336.69 feet to an
angle point, and extending; thence along the right-of-way line

         (3) South 21 degrees 17 minutes 18 seconds East, 120.52 feet to a point
formed by the intersection of said access road with the Westerly right-of-way
line of Haddonfield-Sorrell Horse Road (formerly Stoy Landing Road) a/k/a Camden
County Route #E44 (formerly 66 feet wide), and extending; thence along the said
right-of-way line of Haddonfield-Sorrell Horse Road

         (4) South 09 degrees 49 minutes 00 seconds West, 283.83 feet to an
angle point, and extending; thence along the said right-of-way line of
Haddonfield-Sorrell Horse Road

         (5) South 24 degrees 17 minutes 14 seconds West, 96.05 feet to an angle
point, and extending; thence along the said right-of-way line of
Haddonfield-Sorrell Horse Road

         (6) South 09 degrees 49 minutes 00 seconds West, 257.21 feet to a
point of curvature, and extending; thence

                                  -continued-

<PAGE>

                           EXHIBIT "A" (Page 3 of 4)

         (7) At the point of curvature in the Westerly right-of-way line of
Haddonfield-Sorrell Horse Road, curving to the right having a radius of 30.00
feet, and an arc length of 57.17 feet to a point of tangency connecting the
Northeasterly right-of-way line of Chapel Avenue (50 feet wide) a/k/a Camden
County #626 with the said right-of-way line of Haddonfield-Sorrell Horse Road,
and extending; thence along the said right-of-way line of Chapel Avenue

         (8) North 61 degrees 00 minutes 11 seconds West, 108.14 feet to an
angle point, and extending; thence along the said right-of-way line of Chapel
Avenue

         (9) North 52 degrees 03 minutes 39 seconds West, 43.50 feet to a corner
point common with Lot 3, block 176.01, on the Current Tax Map of the Township of
Cherry Hill, and extending; thence along a line common with Lot 3, Block 176.01

         (10) North 09 degrees 49 minutes 00 seconds East, 178.31 feet to a
corner point common with Lots 2 and 3, Block 176.01, said tax map and lands now
or formerly of Chapel Printing, and extending; thence along a line common with
said Lot 2

         (11) South 80 degrees 11 minutes 00 seconds East, 29.43 feet to a
corner point, and extending; thence along a line common with said Lot 2

         (12) North 09 degrees 49 minutes 00 seconds East, 52.21 feet to a
corner point, and extending; thence along a line common with said Lot 2

         (13) North 80 degrees 11 minutes 00 seconds West, 183.71 feet to a
corner point common with the Easterly right-of-way line of Third Avenue (50 feet
wide), and extending; thence

         (14) North 09 degrees 49 minutes 00 seconds East, 670.63 feet to a
corner point common with the Southerly right-of-way line of New Jersey State
Highway Route #38, and being the place of beginning

<PAGE>

                           EXHIBIT "A" (Page 4 of 4)

         BEING shown and designated as Lot 1, Block 176.01 Plate 18 on the
Current Tax Map of the Township of Cherry Hill.

         ALSO BEING known as 457 Haddonfield Road.


<PAGE>
                           EXHIBIT "B" (Page 1 of 2)

LibertyView Building
457 Haddonfield Road
Cherry Hill, NJ 08002                    Items Not Included in Sale of Property
- -------------------------------------------------------------------------------
I - INVENTORY OF MCQUAY HEAT PUMPS
- ----------------------------------
3-TON UNITS
- -----------
Model Number         Serial Number           G.O. Item #           Open/Boxed
- ------------         -------------           -----------           ---------- 
CCWO36AMTE             7UK2696304             923585010               Open  
    "                  7UK2696204                 "                   Open
    "                  7UK2697004                 "                   Open

              Total Units: 3 valued at $2,000.00/each = $6,000.00*

2-1/2 TON UNITS
- ---------------
Model Number         Serial Number           G.O. Item #           Open/Boxed
- ------------         -------------           -----------           ----------
CCWO30AMTE             7UJ2836304**           923585040            Open and 
                                                                   missing
                                                                   transformer
    "                  7UJ2837104                 "                Boxed
    "                  7UJ2836504                 "                Boxed
    "                  7UJ2837204                 "                Boxed
    "                  7UJ2837504                 "                Boxed
    "                  7UJ2838204                 "                Boxed
    "                  7UJ2835204                 "                Boxed
    "                  7UJ2835504                 "                Boxed
    "                  7UJ2836204                 "                Boxed
    "                  7UJ2836404                 "                Boxed
    "                  7UJ2836304                 "                Boxed
    "                  7UJ2838804                 "                Boxed
    "                  7UJ2838304                 "                Boxed
    "                  7UJ2838904                 "                Boxed
    "                  7UJ2838104                 "                Boxed
    "                  7UJ2838704                 "                Boxed
    "                  7UJ2837904                 "                Boxed
    "                  7UJ2835604                 "                Boxed
    "                  7UJ2839104                 "                Boxed
  
             Total Units: 18 boxed value at $2,330.00 = $41,940.00*
             Note: Defective unit not included


<PAGE>

                           EXHIBIT "B" (Page 2 of 2)

LibertyView Building
457 Haddonfield Road
Cherry Hill, NJ 08002                    Items Not Included in Sale of Property
- -------------------------------------------------------------------------------
I - MCQUAY HEAT PUMP INVENTORY (Continued)
- ----------------------------------
2-TON UNITS
- -----------
Model Number         Serial Number           G.O. Item #           Open/Boxed
- ------------         -------------           -----------           ---------- 
CCWO24AMTE             7UJ2835104             923585030            Boxed  
    "                  7UJ2832404                 "                Boxed 
    "                  7UJ2832904                 "                Boxed 
    "                  7UJ2831904                 "                Boxed 
    "                  7UJ2832104                 "                Boxed 
    "                  7UJ2834004                 "                Boxed 
    "                  7UJ2832204                 "                Boxed 

                Total Units: 7 valued at $2,228.00 = $15,596.00*
- -------------------------------------------------------------------------------
                   GRAND TOTAL VALUE OF ALL UNITS: $63,536.00

NOTES
- -----
*    Prices quoted by Mr. DiMartino-Fluidics - 7/26/94 (includes valves and
     thermostats, but not boilerless kits. Unboxed units may need some minor
     parts)
**   HIP has expressed an interest in purchasing some of these units and I
     have already supplied them with a listing of the inventory.

II-  JANITORIAL SUPPLIES/EQUIPMENT
- ----------------------------------
     Paper towels, toilet tissue, Lysol, feminine hygiene products, air
     freshners, trash bags
     Vacuum Cleaners
     Floor Scrubber
     Floor Buffer

III- OFFICE EQUIPMENT
- ---------------------
     Macintosh Powerbook 180 Laptop Computer
     Texas Instruments T-5032 Calculator
     AT&T 705 Lobby Desk Phone
     Xerox Combination FAX Machine/Copier with table
     One two-drawer wood lateral file cabinet
     Stapler, 3-hole punch, desk lamp
     Pens/Pencils

<PAGE>

                                   EXHIBIT "C"

                              Permitted Exceptions

This policy does not insure against loss or damage (and the Company will not
play costs, attorneys' fees or expenses) which arise by reason of:

4.  Slope, grading and drainage rights affecting that part of premises
    bounding or abutting Chapel Avenue and as contained in Deed Book 3963, page
    158 and Deed Book 4001, page 96.

<PAGE>
                                  EXHIBIT "C"

                              Permitted Exception

This policy does not insure against loss or damage (and the Company will not
play costs, attorneys' fees or expenses) which arise by reason of:

REMOVED recorded easements, discrepancies or conflicts in boundary lines,
shortage in area and encroachments which an accurate and complete survey would
disclose.

REMOVE filed mechanics' or materialmen's liens.

2.  Utility Easement and Right of Way as contained in Deed Book 349, page 292.

3.  Slope, drainage and grading rights as contained in Deed Book 2061, page 524
    and Deed Book 2171, page 479.

4.  Right of Way Grant as contained in Deed Book 4341, page 8.

<PAGE>

                                  EXHIBIT "D"

              RENT ROLL-LibertyView of Cherry Hill (as of 3/18/96)

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                                          Rentable                                       Lease Term
Suite                                                     S.F. Per      Annual     Free Rent                                   Rent
  #        Tenant                   Rent Per Sq. Ft.       Lease         Rent       (Months)        Start           End        Start
- -----------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                      <C>                       <C>        <C>             <C>          <C>            <C>         <C>
       Existing Tenants
 400   Amwest Surety             2/1/94-1/31/98 $15.34     2,294      $   35,190       5           2/1/92         1/31/00    7/1/92
                                 2/1/98-1/31/00 $16.34
                                                             +              +
                               10/20/95-1/31/98 $17.00       549           9,333                   10/20/95       1/31/00
                                                         -------      ----------
                                 2/1/98-1/31/00 $18.00     2,843          44,523        Tenant has right of Early Termination after
                                                                                         1/13/98 with 6 mos. prior notice with
                                                                                             penalty per formula in lease.

 410   Arthur Anderson LLP             $18.00              2,457          44,226   3 (incl. last   12/1/95        2/28/01    2/1/96
                                                                                     month of          Tenant has right of Early
                                                                                      lease)        Termination after 11/30/98 with 
                                                                                                       6 mos. prior notice with
                                                                                                      penalty per formula in lease.

 230   Commonwealth Title              $19.05              2,998          57,112        6          2/2/91         8/1/96     8/1/91
       Insurance Co.

 100   First Fidelity Bank,            $14.63              7,233         105,840        0          1/1/90         12/31/99   1/1/90
       N.A.

 500   Pepper Hamilton                 $18.25              4,306          78,585        0          3/18/96        3/31/01    3/18/96
       & Scheetz                                                                                       Tenant has right of Early  
                                                                                                     Termination after 36, 42, 48
                                                                                                       months with 6 mos. prior 
                                                                                                         notice with penalty 
                                                                                                        per formula in lease.

 200   HIP Health Plan of NJ   1/1/93-12/31/97 $12.32     31,713         390,704        0          1/1/93         1/1/08     1/1/93
& 300                          1/1/98-12/31/02 $14.32
                               1/1/03-12/31/07 $16.32
                                   or 90% of FMV
              +                           +                  +              +
       HIP Health Plan of NJ       Coincide with           5,802          71,481        0          7/15/94        1/1/08     7/15/94
       2nd Floor. Expansion         original lease        -------      ----------
                                                          37,515         462,185

 510   Klehr Harrison          12/1/95-5/31/97 $18.50      8,912         164,872        6          5/15/95        5/31/02    12/1/95
                               6/1/97-5/31/02  $19.00                                                  Tenant has right of Early
                                                                                                     Termination after 5/31/00 with
                                                                                                       9 mos. prior notice with
                                                                                                      penalty payment of $145,000.

 N/A   Bell Atlantic NYNEX               N/A                N/A           24,000        0          3/1/96         2/28/01    3/1/96

 420   Shapiro & Kreisman              $16.03              8,033         128,769        3          6/30/02        9/30/97    9/30/92
              +                           +                  +              +
       Shapiro & Kreisman              $16.03              3,488          55,913        0          9/10/93        9/30/97    9/10/93
                                                         -------      ----------
                                                          11,521         184,662

 520   SleepCare               9/1/95-8/31/00  $18.50      2,955          54,668        0          9/1/95         8/31/00    9/1/95
                                                         -------      ----------
       SUBTOTAL-Existing                                  80,740       1,220,693
                                                         -------      ----------
       Vacant/Raw Space                                   40,265

       Adjustment Difference                                 732
                                                         -------      ----------
       TOTAL                                             121,737      $1,220,693    
                                                         =======      ==========
</TABLE>


<PAGE>




<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
                                     %  
Suite                              Share            Renewal                                Security
  #        Tenant              Sq Ft/121,737        Options           Reimbursement         Deposit
- ----------------------------------------------------------------------------------------------------
<S>     <C>                    <C>                  <C>              <C>                  <C>
       Existing Tenants
 400   Amwest Surety              2.335%             None                   NNN             $ 2,834.00








 410   Arthur Anderson LLP        2.020%          Three months        Full Service               --
                                                @ same rent then      plus Electric
                                                 One 5 Year Term 
                                                    @ FMV



 230   Commonwealth Title         2.463%         One 5 Year Term            NNN                  --
       Insurance Co.                                @ FMV    

 100   First Fidelity Bank,       5.941%         One 5 Year Term            NNN                  --
       N.A.                                         @ CPI

 500   Pepper Hamilton            3.537%         Two 5 Year Terms      Full Service              --
       & Scheetz                                    @ FMV              plus Electric





 200   HIP Health Plan of NJ     26.050%          Three 5 Year              NNN              32,558.68    
& 300                                            Terms @ 95% of      Except Janitorial  
                                                     FMV
                              
              +               
       HIP Health Plan of NJ       --                --                     --                   --
       2nd Floor. Expansion    
                              

 510   Klehr Harrison             7.32%          One 5 Year Term       Full Service          13,739.33
                                                   @ $22.00            plus Electric       To be ret'd. to
                                                                                             Tenant after
                                                                                               11/15/96
 

 N/A   Bell Atlantic NYNEX         N/A                             

 420   Shapiro & Kreisman         9.464%         Two 5 Year Terms           NNN                  --
              +                                      @ FMV
       Shapiro & Kreisman         
                              
                              

 520   SleepCare                  2.427%         One 5 Year Term            NNN                  --
                                 ------              @ FMV               

       SUBTOTAL-Existing         66.323%      
                                 ------
       Vacant/Raw Space          33.075%       

       Adjustment Difference      0.601%  
                                 ------                                                     ---------- 
       TOTAL                       100%                                                     $49,132.01              
                                 ======                                                     ========== 
</TABLE>
      Note: No commission payable except under Apex Agreement relating to
                           Bell Atlantic NYNEX Lease.



<PAGE>
                                  EXHIBIT "E"

                               Service Contracts






<PAGE>
<TABLE>
<CAPTION>


LibertyView Building, 457 Haddonfield Road, Cherry Hill, NJ 08002                                 Maintenance Contract Listing 
- -------------------------------------------------------------------------------------------------------------------------------
                                                           Termination
Contract Period        Automatic Renewal                   Notice Date         Company & Service
- ---------------        -----------------                   -----------         ----------------- 
<S>                   <C>                                 <C>                 <C>   
04/01/95-03/31/96            1 Year                       30 days written      Arc Water Treatment Co.
                                                          (by 2/29/96)         HVAC water treatment
                                                                               Notes: Contract not yet renewed, but not
                                                                               cancelled either.  Proposed cost for period
                                                                               4/l/96-3/31/97 would be $2,052.00/year,
                                                                               payable monthly.

04/01/96-11/30/96            None                         N/A                  The Brickman Group, Ltd
                                                                               Exterior Landscaping
                                                                               Notes: Annual Cost: $11,800 payable in 10
                                                                               equal pmts. during period 2/1 - 10/1/96
                                                                               Contract renewed 1/16/96.  No specific
                                                                               language re termination.

02/08/96-02/08/97            1 year                       30 day               Grinnell Fire Protection
                             at current cost              termination          Annual inspection of sprinkler
                                                          notice               system and fire pump
                                                          (by 1/8/97)          Notes: Inspection performed June of
                                                                               each year.  Annual Cost $1,120.00
                                                                               Contract renewed 01/10/96

03/01/94-02/28/97            3 Years                      90 days written      Longview Waste Systems
                                                          (by 12/1/96)         Trash Dumpster 5X Week Service
                                                                               Notes: Annual Cost $11,709.96, payable
                                                                               monthly
                                                                               Contract signed 3/l/94

04/01/96-03/3l/97            No                           N/A                  Assn. Retarded Citizens
                                                                               Litter Pickup
                                                                               Notes: 2X month at cost of $150/month
                                                                               No specific provision for contract
                                                                               termination.  Contract renewed on 3/12/96.


<PAGE>
LibertyView Building, 457 Haddonfield Road, Cherry Hill, NJ 08002                                 Maintenance Contract Listing 
- -------------------------------------------------------------------------------------------------------------------------------
                                                           Termination
Contract Period        Automatic Renewal                   Notice Date         Company & Service
- ---------------        -----------------                   -----------         ----------------- 
 04/01/96-03/3l/97           6 Months                     30 days written      Onan-Cummins Power Systems
                                                          (by 2/28/97)         Maintenance Agt. for Emergency
                                                                               Generator - 2X year
                                                                               Notes: Annual cost - $932.80
                                                                               Inspections May/November each year

 04/01/96-03/31/97           1 Year                       Renews 1 yr.         PM Co., Inc.
                             Automatic                    unless 30 day        Parking Lot Sweeping - 1X/Month
                                                          termination          Notes: Annual Cost $1,208.40, payable
                                                          notice given         monthly. Contract renewed 1/22/96
                                                          (by 2/28/97)

 04/01/96-03/31/97           1 Year                       30 days written      Universal Pest Controls, Inc.
                                                          (by 2/28/97)         Exterminator Service 1X/Month
                                                                               Notes: Annual Cost: $540, payable monthly
                                                                               Contract renewed 1/25/96, but can be
                                                                               cancelled on 30 day notice

 05/01/96-04/30/97           No                           30 days written      Thermal Products
                                                          (by 3/31/97)         HVAC/Domestic Water Pump Maintenance
                                                                               Contract. 4X Year Normal Maintenance
                                                                               Annual Cost - $6,412/year, Contract
                                                                               renewed 3/25/96.  No specific language re
                                                                               contract termination in event of new owner

 06/01/94-05/3l/97           3 Years                      90 days written      Independence Communication
                                                          (by 2/28/97)         Muzak in Lobby (equipment/tapes)
                                                                               Notes: Annual Cost $1,081.20, payable
                                                                               monthly.  Contract signed 5/2/94. Prior
                                                                               consent of Vendor required to transfer
                                                                               contract

<PAGE>
LibertyView Building, 457 Haddonfield Road, Cherry Hill, NJ 08002                                 Maintenance Contract Listing 
- -------------------------------------------------------------------------------------------------------------------------------
                                                           Termination
Contract Period        Automatic Renewal                   Notice Date         Company & Service
- ---------------        -----------------                   -----------         ----------------- 
06/16/96-06/16/97           No                         N/A                     G.S. Edwards Co.
                                                                               Annual inspection of fire panel/pull
                                                                               stations/smoke detectors.
                                                                               Notes: Landlord reqd. to hire lift chair.
                                                                               (Does not include HIP equipment)
                                                                               Annual Cost - $565.00
                                                                               Contract renewed 3/14/96.

04/14/96-04/13/98           No                         30 days written         Amtech
                                                       (by 3/14/98)            Elevator Maintenance 2X/month
                                                                               Notes: Annual Cost - $9.025.00, payable
                                                                               monthly.  Contract renewed 3/18/96

07/03/95-07/02/98           1 Year                     30 days written         Robinson Alarm Company
                                                       (by 06/01/98)           Sprinkler/Fire Panel Monitoring
                                                                               Notes: Annual Cost $360, payable
                                                                               quarterly.  Contract signed 4/27/95.
                                                                               Consent of vendor reqd. to transfer
                                                                               contract.

03/08/94-03/01/99           1 Year                     30 days written         Security Link (formerly Nat'l Guardian)
                                                       (by 1/29/99)            Elevator Phone monitoring
                                                                               Notes: Annual Cost $267.12 payable qtrly.
                                                                               Penalty for contract termination.

By:    Terry Cassidy - 3/28/96

</TABLE>



