

<PAGE>

                             BRANDYWINE REALTY TRUST

                              DECLARATION OF TRUST
            (Amended and Restated as of August 22, 1996 at the Annual
               Meeting of Shareholders by affirmative vote of the
                 holders of a majority of the outstanding shares
                    of the Trust pursuant to Section 8-202(c)
                     of Title 8 of the Maryland Corporations
                             and Associations Code)


                  This DECLARATION OF TRUST ("Declaration of Trust" or
"Declaration") is amended and restated as of the date set forth above by the
undersigned Trustees.

                  WHEREAS, the Trustees desire to create a real estate
investment trust under Title 8 of the Corporations and Associations Article of
the Annotated Code of Maryland, as amended ("Title 8"); and

                  WHEREAS, the Trustees desire that this trust qualify as a
"real estate investment trust" under the Internal Revenue Code of 1986, as
amended (the "Code"), so long as such qualification, in the opinion of the
Trustees, is advantageous to the Shareholders; and

                  WHEREAS, the beneficial interest in the Trust shall be divided
into transferable shares of one or more classes evidenced by certificates;

                  NOW, THEREFORE, the Trustees hereby declare that they will
hold all property which they have or may hereafter acquire as such Trustees,
together with the proceeds thereof, in trust, and manage the Trust Property (as
defined herein) for the benefit of the Shareholders as provided by this
Declaration of Trust.


                                    ARTICLE 1

                             THE TRUST; DEFINITIONS

         SECTION 1.1.  Name.  The name of the trust (the "Trust") is:

                             Brandywine Realty Trust

So far as may be practicable, the business of the Trust shall be conducted and
transacted under that name, which name (and the word "Trust" wherever used in
this Declaration of Trust, except where the context otherwise requires) shall
refer to the Trustees collectively but not individually or personally and shall
not refer to the Shareholders or to any officers, employees or agents of the
Trust or of such Trustees.



<PAGE>




                  Under circumstances in which the Trustees determine that the
use of the name "Brandywine Realty Trust" is not practicable, they may use any
other designation or name for the Trust.

                  SECTION 1.2. Resident Agent. The name of the resident agent
for service of process of the Trust in the State of Maryland is The Corporation
Trust Incorporated, whose post office address is c/o The Corporation Trust
Incorporated, 32 South Street, Baltimore, Maryland 21202. The Trust may have
such offices or places of business within or without the State of Maryland as
the Trustees may from time to time determine.

                  SECTION 1.3. Nature of Trust. The Trust is a real estate
investment trust within the meaning of Title 8. The Trust shall not be deemed to
be a general partnership, limited partnership, joint venture, joint stock
company or, except as provided in Section 11.4, a corporation (but nothing
herein shall preclude the Trust from being treated for tax purposes as an
association under the Code).

                  SECTION 1.4. Powers. The Trust shall have all of the powers
granted to real estate investment trusts generally by Title 8 or any successor
statute and shall have any other and further powers as are not inconsistent with
and are appropriate to promote and attain the purposes set forth in this
Declaration of Trust.

                  SECTION 1.5.  Definitions.  As used in this Declaration
of Trust, the following terms shall have the following meanings
unless the context otherwise requires:

                  "Adviser" means the Person, if any, appointed, employed or
contracted with by the Trust pursuant to Section 4.1.

                  "Affiliate" or "Affiliated" means, as to any individual,
corporation, partnership, trust or other association (other than the Trust), any
Person (i) that holds beneficially, directly or indirectly, 10% or more of the
outstanding stock or equity interests thereof or (ii) who is an officer,
director, partner or trustee thereof or of any Person which controls, is
controlled by, or is under common control with, such corporation, partnership,
trust or other association or (iii) which controls, is controlled by or under
common control with, such corporation, partnership, trust or other association.

                  "Book Value Per Share" shall mean an amount equal to the
quotient obtained by dividing (i) the Shareholders' Equity as shown in the
annual or quarterly financial statements of the Trust most recently filed by the
Trust with the Securities and Exchange Commission by (ii) the number of Shares
outstanding as of the date of such financial statements. For purposes of clause


                                       -2-



<PAGE>



(ii) of the preceding sentence, "outstanding" Shares shall consist of those
Common Shares then actually issued and outstanding and those Common Shares
issuable upon the exercise or conversion of any then outstanding "in-the-money"
warrants, options or other convertible securities.

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

                  "Person" means an individual, corporation, partnership,
estate, trust (including a trust qualified under Section 401(a) or 501(c)(17) of
the Code), a portion of a trust permanently set aside for or to be used
exclusively for the purposes described in Section 642(c) of the Code,
association, private foundation within the meaning of Section 509(a) of the
Code, joint stock company or other entity, or any government or agency or
political subdivision thereof, and also includes a group as that term is used
for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended.

                  "Real Property" or "Real Estate" means land, rights in land
(including leasehold interests), and any buildings, structures, improvements,
furnishings, fixtures and equipment located on or used in connection with land
and rights or interests in land.

                  "REIT Provisions of the Code" means Sections 856 through 860
of the Code and any successor or other provisions of the Code relating to real
estate investment trusts (including provisions as to the attribution of
ownership of beneficial interests therein) and the regulations promulgated
thereunder.

                  "Securities" means Shares, any stock, shares or other
evidences of equity or beneficial or other interests, voting trust certificates,
bonds, debentures, notes or other evidences of indebtedness, secured or
unsecured, convertible, subordinated or otherwise, or in general any instruments
commonly known as "securities" or any certificates of interest, shares or
participations in, temporary or interim certificates for, receipts for,
guarantees of, or warrants, options or rights to subscribe to, purchase or
acquire, any of the foregoing, or shares or other securities of any successor in
interest of the Trust.

                  "Securities of the Trust" means any Securities issued
by the Trust.

                  "Shareholders" means holders of record of outstanding
Shares.

                  "Shareholders' Equity" means the total shareholders'
equity of the Trust or, if the Trust has a class of Preferred


                                       -3-



<PAGE>



Shares outstanding as of the applicable date, "Shareholders' Equity" means the
total "common" shareholders' equity of the Trust (computed with appropriate
adjustments to reflect any entitlement of Preferred Shares to participate
equally and ratably with the Common Shares in the assets of the Trust upon a
liquidation of the Trust and computed to include amounts payable upon exercise
or conversion of outstanding "in-the-money" warrants, options or other
convertible securities issued by the Trust).

                  "Shares" means shares of Preferred Shares or Common Shares
(all as defined in Section 6.1).

                  "Specified Properties" means the four real estate
projects held by Brandywine Realty Partners on the date hereof
and known as:  One Greentree Centre; Two Greentree Centre; Three
Greentree Centre; and Twin Forks.

                  "Trustees" or "Board of Trustees" means, collectively, all
individuals who have been duly elected and qualify as trustees of the Trust
hereunder.

                  "Trust Property" means any and all property, real, personal or
otherwise, tangible or intangible, which is transferred or conveyed to the Trust
or the Trustees (including all rents, income, profits and gains therefrom),
which is owned or held by, or for the account of, the Trust.

                  "Voting Shares" means the outstanding Shares entitled to vote
generally in the election of trustees.


                                    ARTICLE 2

                                    TRUSTEES

                  SECTION 2.1. Number. The number of Trustees shall be four, but
such number may be increased or decreased by the unanimous vote of the Trustees
then in office from time to time; provided, that the total number of Trustees
shall be not fewer than three and not more than 15. No reduction in the number
of Trustees shall cause the removal of any Trustee from office prior to the
expiration of his term.

                  SECTION 2.2. Initial Board; Term. The Trustees, as of the date
on which this Declaration of Trust has been amended and restated, as set forth
above (the "Initial Trustees"), shall be Anthony A. Nichols, Sr., Joseph L.
Carboni, Richard M. Osborne, Gerard H. Sweeney, Warren V. Musser, Walter
D'Alessio and Charles P. Pizzi, but in each case only for so long as he shall
continue to serve as a Trustee of the Trust hereunder. The term of the Initial
Trustees shall commence on the date hereof and


                                       -4-



<PAGE>



shall continue until the annual meeting of Shareholders in 1997 and until their
successors shall have been duly elected and shall have qualified.

                  The names and addresses of the Initial Trustees who shall
serve until the annual meeting of the Shareholders held in 1997 and until their
successors are duly elected and qualified are:

       Name                                      Address
       ----                                      -------

       Anthony A. Nichols, Sr.                   16 Campus Boulevard
                                                 Newtown Square, PA  19073

       Joseph L. Carboni                         212 Haddon Avenue
                                                 Westmont, NJ  08108

       Richard M. Osborne                        7001 Center Street
                                                 Mentor, Ohio  44060

       Gerard H. Sweeney                         16 Campus Boulevard
                                                 Newtown Square, PA  19073

       Warren V. Musser                          800 The Safeguard
                                                  Building
                                                 435 Devon Park Drive
                                                 Wayne, PA  19087

       Walter D'Alessio                          1735 Market Street
                                                 Philadelphia, PA  19103

       Charles P. Pizzi                          1234 Market Street
                                                 Philadelphia, PA  19107


                  Beginning with the annual meeting of Shareholders in 1996 and
at each succeeding annual meeting of Shareholders, the Trustees will be elected
to hold office for a term expiring at the succeeding annual meeting. Each
Trustee will hold office for the term for which he is elected and until his
successor is duly elected and qualified.

         SECTION 2.3. Resignation, Removal or Death. Any Trustee may resign by
written notice to the remaining Trustees, effective upon execution and delivery
to the Trust of such written notice or upon any future date specified in the
notice. A Trustee may be removed from office only at a meeting of the
Shareholders called for that purpose, by the affirmative vote of the holders of
not less than a majority of the Shares entitled to vote in the election of
Trustees; provided, however, that in the case of any Trustees elected solely by
holders of a series of Preferred Shares, such Trustees may be removed by the
affirmative vote of a


                                       -5-



<PAGE>



majority of the Preferred Shares of that series then outstanding and entitled to
vote in the election of Trustees, voting together as a single class. Upon the
resignation or removal of any Trustee, or his otherwise ceasing to be a Trustee,
he shall automatically cease to have any right, title or interest in and to the
Trust Property and shall execute and deliver such documents as the remaining
Trustees require for the conveyance of any Trust Property held in his name, and
shall account to the remaining Trustees as they require for all property which
he holds as Trustee. Upon the incapacity or death of any Trustee, his legal
representative shall perform the acts described in the foregoing sentence.

         SECTION 2.4. Vacancies. Any vacancy (including a vacancy created by an
increase in the number of Trustees) shall be filled, at any regular or special
meeting of Trustees called for that purpose, by a majority of the Trustees
(although less than a quorum). Any individual so elected as Trustee shall hold
office until the next annual meeting of Shareholders and until his successor has
been duly elected and qualified.

         SECTION 2.5. Legal Title. Legal title to all Trust Property shall be
vested in the Trustees, but they may cause legal title to any Trust Property to
be held by or in the name of any Trustee, or the Trust, or any other Person as
nominee. The right, title and interest of the Trustees in and to the Trust
Property shall automatically vest in successor and additional Trustees upon
their qualification and acceptance of election or appointment as Trustees, and
they shall thereupon have all the rights and obligations of Trustees, whether or
not conveyancing documents have been executed and delivered pursuant to Section
2.3 or otherwise. Written evidence of the qualification and acceptance of
election or appointment of successor and additional Trustees may be filed with
the records of the Trust and in such other offices, agencies or places as the
Trustees may deem necessary or desirable.


                                    ARTICLE 3

                               POWERS OF TRUSTEES

         SECTION 3.1. General. Subject to the express limitations herein or in
the bylaws of the Trust (the "Bylaws"), (i) the business and affairs of the
Trust shall be managed under the direction of the Board of Trustees and (ii) the
Trustees shall have full, exclusive and absolute power, control and authority
over the Trust Property and over the business of the Trust as if they, in their
own right, were the sole owners thereof. The Trustees may take any actions that,
in their sole judgment and discretion, are necessary or desirable to conduct the
business of the Trust. This Declaration of Trust shall be construed with a


                                       -6-


<PAGE>



presumption in favor of the grant of power and authority to the Trustees. Any
construction of this Declaration of Trust or determination made in good faith by
the Trustees concerning their powers and authority hereunder shall be
conclusive. The enumeration and definition of particular powers of the Trustees
included in this Article 3 shall in no way be limited or restricted by reference
to or inference from the terms of this or any other provision of this
Declaration of Trust or construed or deemed by inference or otherwise in any
manner to exclude or limit the powers conferred upon the Trustees under the
general laws of the State of Maryland as now or hereafter in force.

         SECTION 3.2. Specific Powers and Authority. Subject only to the express
limitations herein, and in addition to all other powers and authority conferred
by this Declaration or by law, the Trustees, without any vote, action or consent
by the Shareholders, shall have and may exercise, at any time or times, in the
name of the Trust or on its behalf the following powers and authorities:

              (a) Investments. Subject to Section 8.5, to invest in, purchase or
otherwise acquire and to hold real, personal or mixed, tangible or intangible,
property of any kind wherever located, or rights or interests therein or in
connection therewith, all without regard to whether such property, interests or
rights are authorized by law for the investment of funds held by trustees or
other fiduciaries, or whether obligations the Trust acquires have a term greater
or lesser than the term of office of the Trustees or the possible termination of
the Trust, for such consideration as the Trustees may deem proper (including
cash, property of any kind or Securities of the Trust); provided, however, that
the Trustees shall take such actions as they deem necessary and desirable to
comply with any requirements of Title 8 relating to the types of assets held by
the Trust.

              (b) Sale, Disposition and Use of Property. Subject to Section 8.5,
to sell, rent, lease, hire, exchange, release, partition, assign, mortgage,
grant security interests in, encumber, negotiate, dedicate, grant easements in
and options with respect to, convey, transfer (including transfers to entities
wholly or partially owned by the Trust or the Trustees) or otherwise dispose of
any or all of the Trust Property by deeds (including deeds in lieu of
foreclosure with or without consideration), trust deeds, assignments, bills of
sale, transfers, leases, mortgages, financing statements, security agreements
and other instruments for any of such purposes executed and delivered for and on
behalf of the Trust or the Trustees by one or more of the Trustees or by a duly
authorized officer, employee, agent or nominee of the Trust, on such terms as
they deem appropriate; to give consents and make contracts relating to the Trust
Property and its use or other property or matters; to develop, improve, manage,
use, alter and otherwise


                                       -7-



<PAGE>



deal with the Trust Property; and to rent, lease or hire from others property of
any kind; provided, however, that the Trust may not use or apply land for any
purposes not permitted by applicable law.

              (c) Financings. To borrow or in any other manner raise money for
the purposes and on the terms they determine, and to evidence the same by
issuance of Securities of the Trust, which may have such provisions as the
Trustees determine; to reacquire such Securities of the Trust; to enter into
other contracts or obligations on behalf of the Trust; to guarantee, indemnify
or act as surety with respect to payment or performance of obligations of any
Person; to mortgage, pledge, assign, grant security interests in or otherwise
encumber the Trust Property to secure any such Securities of the Trust,
contracts or obligations (including guarantees, indemnifications and
suretyships); and to renew, modify, release, compromise, extend, consolidate or
cancel, in whole or in part, any obligation to or of the Trust or participate in
any reorganization of obligors to the Trust.

              (d) Loans. Subject to the provisions of Section 8.5, to lend money
or other Trust Property on such terms, for such purposes and to such Persons as
they may determine.

              (e) Issuance of Securities. Subject to the provisions of Article
6, to create and authorize and direct the issuance (on either a pro-rata or a
non-pro-rata basis) by the Trust, in shares, units or amounts of one or more
types, series or classes, of Securities of the Trust, which may have such voting
rights, dividend or interest rates, preferences, subordinations, conversion or
redemption prices or rights, maturity dates, distribution, exchange, or
liquidation rights or other rights as the Trustees may determine, without vote
of or other action by the Shareholders, to such Persons for such consideration,
at such time or times and in such manner and on such terms as the Trustees
determine; to list any of the Securities of the Trust on any securities
exchange; and to purchase or otherwise acquire, hold, cancel, reissue, sell and
transfer any Securities of the Trust.

              (f) Expenses and Taxes. To pay any charges, expenses or
liabilities necessary or desirable, in the sole discretion of the Trustees, for
carrying out the purposes of this Declaration of Trust and conducting the
business of the Trust, including compensation or fees to Trustees, officers,
employees and agents of the Trust, and to Persons contracting with the Trust,
and any taxes, levies, charges and assessments of any kind imposed upon or
chargeable against the Trust, the Trust Property, or the Trustees in connection
therewith; and to prepare and file any tax returns, reports or other documents
and take any other appropriate action relating to the payment of any such
charges, expenses or liabilities.


                                       -8-


<PAGE>




              (g) Collection and Enforcement. To collect, sue for and receive
money or other property due to the Trust; to consent to extensions of the time
for payment, or to the renewal, of any Securities or obligations; to engage or
to intervene in, prosecute, defend, compound, enforce, compromise, release,
abandon or adjust any actions, suits, proceedings, disputes, claims, demands,
security interests, or things relating to the Trust, the Trust Property, or the
Trust's affairs; to exercise any rights and enter into any agreements; and take
any other action necessary or desirable in connection with the foregoing.

              (h) Deposits. To deposit funds or Securities constituting part of
the Trust Property in banks, trust companies, savings and loan associations,
financial institutions and other depositories, whether or not such deposits will
draw interest, subject to withdrawal on such terms and in such manner as the
Trustees determine.

              (i) Allocation; Accounts. To determine whether moneys, profits or
other assets of the Trust shall be charged or credited to, or allocated between,
income and capital, including whether or not to amortize any premium or discount
and to determine in what manner any expenses or disbursements are to be borne as
between income and capital (regardless of how such items would normally or
otherwise be charged to or allocated between income and capital without such
determination); to treat any dividend or other distribution on any investment
as, or apportion it between, income and capital; in their discretion to provide
reserves for depreciation, amortization, obsolescence or other purposes in
respect of any Trust Property in such amounts and by such methods as they
determine; to determine what constitutes net earnings, profits or surplus; to
determine the method or form in which the accounts and records of the Trust
shall be maintained; and to allocate to the Shareholders equity account less
than all of the consideration paid for Shares and to allocate the balance to
paid-in capital or capital surplus.

              (j) Valuation of Property. To determine the value of all or any
part of the Trust Property and of any services, Securities, property or other
consideration to be furnished to or acquired by the Trust, and to revalue all or
any part of the Trust Property, all in accordance with such appraisals or other
information as are reasonable, in their sole judgment.

              (k) Ownership and Voting Powers. To exercise all of the rights,
powers, options and privileges pertaining to the ownership of any mortgages,
Securities, Real Estate and other Trust Property to the same extent that an
individual owner might, including without limitation to vote or give any
consent, request, or notice or waive any notice, either in person or by proxy or
power of attorney, which proxies and powers of attorney


                                       -9-



<PAGE>



may be for any general or special meetings or action, and may include the
exercise of discretionary powers.

              (l) Officers, Etc.; Delegation of Powers. To elect, appoint or
employ such officers for the Trust and such committees of the Board of Trustees
with such powers and duties as the Trustees may determine or the Trust's Bylaws
provide; to engage, employ or contract with and pay compensation to any Person
(including, subject to Section 8.5, any Trustee and any Person who is an
Affiliate of any Trustee) as agent, representative, Adviser, member of an
advisory board, employee or independent contractor (including advisers,
consultants, transfer agents, registrars, underwriters, accountants,
attorneys-at-law, real estate agents, property and other managers, appraisers,
brokers, architects, engineers, construction managers, general contractors or
otherwise) in one or more capacities, to perform such services on such terms as
the Trustees may determine; to delegate to one or more Trustees, officers or
other Persons engaged or employed as aforesaid or to committees of Trustees or
to the Adviser, the performance of acts or other things (including granting of
consents), the making of decisions and the execution of such deeds, contracts or
other instruments, either in the names of the Trust, the Trustees or as their
attorneys or otherwise, as the Trustees may determine; and to establish such
committees as they deem appropriate.

              (m) Associations. Subject to Section 8.5, to cause the Trust to
enter into joint ventures, general or limited partnerships, participation or
agency arrangements or any other lawful combinations, relationships, or
associations of any kind.

              (n) Reorganizations, Etc. Without limiting the scope of Section
9.2, to cause to be organized or assist in organizing any Person under the laws
of any jurisdiction to acquire all or any part of the Trust Property or carry on
any business in which the Trust shall have an interest; to sell, rent, lease,
hire, convey, negotiate, assign, exchange or transfer all or any part of the
Trust Property to or with any Person in exchange for Securities of such Person
or otherwise; and to lend money to, subscribe for and purchase the Securities
of, and enter into any contracts with, any Person in which the Trust holds, or
is about to acquire, Securities or any other interests.

              (o) Reverse Stock Splits. Upon the approval of not less than 80%
of the Trustees, to cause the Shares of the Trust to be recapitalized or
consolidated by effectuating a reverse stock split of one or more series or
classes of Shares based upon a reverse stock split ratio (the "Ratio") approved
by not less than 80% of the Trustees, such that following the consummation of
such reverse stock split, each Share of the series or class(es) of Shares in
question will automatically, without vote of or other action by the
Shareholders, be deemed to be a fewer number


                                      -10-



<PAGE>



of Shares computed in accordance with such Ratio; and, if determined by the
Trustees to be appropriate or desirable, to cause any fractional Shares
resulting therefrom to be canceled in exchange for a cash payment equal to (x)
with respect to Common Shares, the "market value" of such Share determined in
accordance with the provisions of ss.3-601 et seq. of the Maryland General
Corporation Law (computed for the period ending on the business day prior to the
effective date of such reverse stock split), or for Shares other than Common
Shares traded on the American Stock Exchange, as determined by the Trustees in
good faith, multiplied by (y) the applicable fraction.

              (p) Insurance. To purchase and pay for out of Trust Property
insurance policies insuring the Trust and the Trust Property against any and all
risks, and insuring the Shareholders, Trustees, officers, employees and agents
of the Trust individually against all claims and liabilities of every nature
arising by reason of holding or having held any such status, office or position
or by reason of any action alleged to have been taken or omitted (including
those alleged to constitute misconduct, gross negligence, reckless disregard of
duty or bad faith) by any such Person in such capacity, whether or not the Trust
would have the power to indemnify such Person against such claim or liability.

              (q) Executive Compensation, Pension and Other Plans. To adopt and
implement executive compensation, pension, profit sharing, stock option, stock
bonus, stock purchase, stock appreciation rights, savings, thrift, retirement,
incentive or benefit plans, trusts or provisions, applicable to any or all
Trustees, officers, employees or agents of the Trust, or to other Persons who
have benefitted the Trust, all on such terms and for such purposes as the
Trustees may determine.

              (r) Distributions. To declare and pay dividends or other
distributions to Shareholders, subject to the provisions of Section 6.4.

              (s) Indemnification. Without regard to the indemnification
provided for in Section 8.4, to indemnify any Person, including any Adviser or
independent contractor, with whom the Trust has dealings.

              (t) Charitable Contributions. To make donations for the public
welfare or for community, charitable, religious, educational, scientific, civic
or similar purposes, regardless of any direct benefit to the Trust.

              (u) Discontinue Operations; Bankruptcy. To discontinue the
operations of the Trust; to petition or apply for relief under any provision of
federal or state bankruptcy, insolvency or reorganization laws or similar laws
for the relief


                                      -11-



<PAGE>



of debtors; to permit any Trust Property to be foreclosed upon without raising
any legal or equitable defenses that may be available to the Trust or the
Trustees or otherwise defending or responding to such foreclosure; to confess
judgment against the Trust; or to take such other action with respect to
indebtedness or other obligations of the Trustees, in such capacity, the Trust
Property or the Trust as the Trustees in their discretion may determine.

              (v) Trustees. To nominate persons for election as Trustees.

              (w) Fiscal Year. Subject to the Code, to adopt, and from time to
time change, a fiscal year for the Trust.

              (x) Seal. To adopt and use a seal, but the use of a seal shall not
be required for the execution of instruments or obligations of the Trust.

              (y) Bylaws. To adopt, implement and from time to time alter, amend
or repeal Bylaws of the Trust relating to the business and organization of the
Trust which are not inconsistent with the provisions of this Declaration of
Trust.

              (z) Accounts and Books. To determine from time to time whether and
to what extent, and at what times and places, and under what conditions and
regulations, the accounts and books of the Trust, or any of them, shall be open
to the inspection of Shareholders.

              (aa) Voting Trust. To participate in, and accept Securities issued
under or subject to, any voting trust.

              (ab) Proxies. To solicit proxies of the Shareholders at the
expense of the Trust.

              (ac) Further Powers. To do all other acts and things and execute
and deliver all instruments incident to the foregoing powers, and to exercise
all powers which they deem necessary, useful or desirable to carry on the
business of the Trust or to carry out the provisions of this Declaration of
Trust, even if such powers are not specifically provided hereby.

         SECTION 3.3. Limitations on Powers and Authority. Notwithstanding any
provision hereof to the contrary, in no event shall the Trustees have the power
or authority to cause the Trust to do any of the following without the prior
approval of the Shareholders:

              (a) Commodities Contracts. To invest in commodities or commodity
future contracts other than interest rate futures intended to hedge the Trust
against interest rate risk.


                                      -12-



<PAGE>




              (b) Trading Activities. To engage in trading (as compared with
investment activities) or engage in the underwriting or agency distribution or
sale of securities issued by others.

              (c) Certain Holdings. To hold property primarily for sale to
customers in the ordinary course of business; provided, however, that the Trust
may sell properties if necessary, advisable or desirable or if effected pursuant
to an intent to liquidate the Trust.

                                    ARTICLE 4

                                     ADVISER

         SECTION 4.1. Appointment. The Trustees are responsible for setting the
general policies of the Trust and for the general supervision of its business
conducted by officers, agents, employees, advisers or independent contractors of
the Trust. However, the Trustees are not required personally to conduct the
business of the Trust, and they may (but need not) appoint, employ or contract
with any Person (including a Person Affiliated with any Trustee) as an Adviser
and may grant or delegate such authority to the Adviser as the Trustees may, in
their sole discretion, deem necessary or desirable. The Trustees may determine
the terms of retention and the compensation of the Adviser and may exercise
broad discretion in allowing the Adviser to administer and regulate the
operations of the Trust, to act as agent for the Trust, to execute documents on
behalf of the Trust and to make executive decisions which conform to general
policies and principles established by the Trustees.

         SECTION 4.2. Affiliation and Functions. The Trustees, by resolution or
in the Bylaws, may provide guidelines, provisions or requirements concerning the
affiliation and functions of the Adviser.


                                    ARTICLE 5

                                INVESTMENT POLICY

         The fundamental investment policy of the Trust is to make investments
in such a manner as to comply with the REIT Provisions of the Code and with the
requirements of Title 8, with respect to the composition of the Trust's
investments and the derivation of its income. The Trustees will use their best
efforts to carry out this fundamental investment policy and to conduct the
affairs of the Trust in such a manner as to continue to qualify the Trust for
the tax treatment provided in the REIT Provisions of the Code; however, no
Trustee, officer, employee or


                                      -13-


<PAGE>



agent of the Trust shall be liable for any act or omission resulting in the loss
of tax benefits under the Code, except to the extent provided in Section 8.2.
The Trustees may change from time to time, by resolution or in the Bylaws of the
Trust, such investment policies as they determine to be in the best interests of
the Trust, including prohibitions or restrictions upon certain types of
investments.


                                    ARTICLE 6

                                     SHARES

         SECTION 6.1. Authorized Shares. The total number of shares of
beneficial interest which the Trust is authorized to issue is 80,000,000, of
which 5,000,000 shares shall be preferred shares, par value $.01 per share
("Preferred Shares"), and 75,000,000 shares shall be common shares, $0.01 par
value per share ("Common Shares").

         SECTION 6.2.  Common Shares.

              (a) Dividend Rights. Subject to the preferential dividend rights
of the Preferred Shares, if any, as may be determined by the Board of Trustees
pursuant to Section 6.3, the holders of Common Shares shall be entitled to
receive such dividends as may be declared by the Board of Trustees.

              (b) Rights Upon Liquidation. Subject to the preferential rights of
the Preferred Shares, if any, as may be determined by the Board of Trustees
pursuant to Section 6.3, in the event of any voluntary or involuntary
liquidation, dissolution or winding up of, or any distribution of the assets of,
the Trust, each holder of Common Shares shall be entitled to receive, ratably
with each other holder of Common Shares, that portion of the assets of the Trust
available for distribution to the holders of Common Shares that bears the same
relation to the total amount of such assets of the Trust as the number of Common
Shares held by such holder bears to the total number of Common Shares then
outstanding.

              (c) Voting Rights. The holders of the Common Shares shall be
entitled to vote on all matters (for which a common shareholder shall be
entitled to vote thereon) at all meetings of the Shareholders of the Trust, and
shall be entitled to one vote for each Common Share entitled to vote at such
meeting, voting together with the holders of the Preferred Shares who are
entitled to vote (except as otherwise may be determined by the Board of Trustees
pursuant to Section 6.3).

         SECTION 6.3. Preferred Shares. With respect to the Preferred Shares,
the Board of Trustees shall have the power from


                                      -14-



<PAGE>



time to time (a) to classify or reclassify, in one or more series, any unissued
Preferred Shares and (b) to reclassify any unissued shares of any series of
Preferred Shares, in the case of either (a) or (b) by setting or changing the
number of shares constituting such series and the designation, preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption of such shares
and, in such event, the Trust shall file for record with the State Department of
Assessments and Taxation of Maryland articles supplementary to this Declaration
of Trust in substance and form as prescribed by Title 8.

         SECTION 6.4. Dividends or Distributions. The Trustees may from time to
time declare and cause the Trust to pay to Shareholders such dividends or
distributions in cash, property or other assets of the Trust or in Securities of
the Trust or from any other source as the Trustees in their discretion shall
determine. The Trustees shall endeavor to declare and pay such dividends and
distributions as shall be necessary for the Trust to qualify as a real estate
investment trust under the REIT Provisions of the Code; however, Shareholders
shall have no right to any dividend or distribution unless and until declared by
the Trustees. The exercise of the powers and rights of the Trustees pursuant to
this section shall be subject to the provisions of any class or series of Shares
at the time outstanding. The receipt by any Person in whose name any Shares are
registered on the records of the Trust or by his duly authorized agent shall be
a sufficient discharge for all dividends or distributions payable or deliverable
in respect of such Shares and from all liability to see to the application
thereof.

         SECTION 6.5. General Nature of Shares. All Shares shall be personal
property entitling the Shareholders only to those rights provided in this
Declaration of Trust or in the resolution creating any class or series of
Shares. The legal ownership of the Trust Property and the right to conduct the
business of the Trust are vested exclusively in the Trustees; the Shareholders
shall have no interest therein other than beneficial interest in the Trust
conferred by their Shares and shall have no right to compel any partition,
division, dividend or distribution of the Trust or any of the Trust Property.
The death of a Shareholder shall not terminate the Trust or give his legal
representative any rights against other Shareholders, the Trustees or the Trust
Property, except the right, exercised in accordance with applicable provisions
of the Bylaws, to receive a new certificate for Shares in exchange for the
certificate held by the deceased Shareholder. Holders of Shares shall not have
any preemptive right to subscribe to any securities of the Trust.

         SECTION 6.6. Restrictions on Ownership and Transfer: Exchange For
Excess Shares.


                                      -15-



<PAGE>




         (a) Definitions. For the purposes of Sections 6.6, 6.7 and 6.8, the
following terms shall have the following meanings:

         "Beneficial Ownership" shall mean ownership of Shares either directly
or constructively through the application of Section 544 of the Code, as
modified by Section 856(h)(1)(B) of the Code. The terms "Beneficial Owner,"
"Beneficially Owns" and "Beneficially Owned" shall have the correlative
meanings. Accordingly, for purposes hereof, Beneficial Ownership shall be
calculated for any Person by dividing two numbers, (a) the number that is the
numerator being the sum of (i) such Person's ownership of outstanding Shares
plus (ii) the maximum number of Shares issuable upon the exercise or conversion
of outstanding warrants, preferred stock or other securities exercisable for or
convertible into Shares owned by such Person and (b) the number that is the
denominator being the sum of (i) all outstanding Shares plus (ii) the maximum
number of Shares issuable upon the exercise or conversion of outstanding
warrants, preferred stock or other securities exercisable for or convertible
into Shares owned by such Person; provided that the Board of Trustees shall
retain full authority to adopt such other approach to determining Beneficial
Ownership as it may deem appropriate. Notwithstanding the foregoing, for
purposes of determining compliance with this Section 6.6 by any Person to whom
the Trust issues an option or warrant (or any Shareholder of any such Person),
such option or warrant shall not be deemed to confer upon such Person Beneficial
Ownership or Constructive Ownership of the Shares issuable upon the exercise
thereof, and the Shares issuable upon the exercise thereof shall be excluded
from both the numerator and denominator of the foregoing calculation.

         "Beneficiary" shall mean the beneficiary of the Special Trust as
determined pursuant to Section 6.8(e).

         "Common Equity Shares" shall mean outstanding Shares that are either
Common Shares or Excess Common Shares.

         "Constructive Ownership" shall mean ownership of Shares either directly
or constructively through the application of Section 318(a) of the Code, as
modified by Section 856(d)(5) of the Code. The terms "Constructive Owner,"
"Constructively Owns" and "Constructively Owned" shall have the correlative
meanings. Accordingly, for purposes hereof, Constructive Ownership shall be
calculated for any Person by dividing two numbers, (a) the number that is the
numerator being the sum of (i) such Person's ownership of outstanding Shares
plus (ii) the maximum number of Shares issuable upon the exercise or conversion
of outstanding warrants, preferred stock or other securities exercisable for or
convertible into Shares owned by such Person and (b) the number that is the
denominator being the sum of (i) all outstanding Shares plus (ii) the maximum
number of Shares issuable upon the


                                      -16-



<PAGE>



exercise or conversion of outstanding warrants, preferred stock or other
securities exercisable for or convertible into Shares owned by such Person;
provided that the Board of Trustees shall retain full authority to adopt such
other approach to determining Constructive Ownership as it may deem appropriate.
Notwithstanding the foregoing, for purposes of determining compliance with
Sections 6.6(b) and (c) by any Person to whom the Trust issues an option or
warrant (or any Shareholder of any such Person), such option or warrant shall
not be deemed to confer upon such Person Beneficial Ownership or Constructive
Ownership of the Shares issuable upon the exercise thereof, and the Shares
issuable upon the exercise thereof shall be excluded from both the numerator and
denominator of the foregoing calculation.

         "Event" shall have the meaning assigned to it in Section 6.6(c).

         "Excess Common Shares" shall mean Excess Shares that would, under
Section 6.8(e)(i), automatically be exchanged for Common Shares in the event of
a transfer of an interest in the Special Trust in which such Excess Shares are
held.

         "Excess Preferred Shares" shall mean Excess Shares that would, under
Section 6.8(e)(i), automatically be exchanged for Preferred Shares in the event
of a transfer of an interest in the Special Trust in which such Excess Shares
are held.

         "Excess Shares" shall mean, as applicable, Excess Common Shares or
Excess Preferred Shares.

         "Exempt Parties" shall mean (i) (A) The Richard M. Osborne Trust (the
"Osborne Trust"), (B) Turkey Vulture Fund XIII, Ltd., (C) Richard M. Osborne
("Osborne") and all of the members of Osborne's immediate family, as such term
is defined in Section 544(a)(2) of the Code and (D) any Section 544 Subsidiary
of the entity or the individuals described in (A), (B) or (C), above (the
entities and individuals described in clauses (A), (B), (C) and (D) above being
collectively referred to herein as the "Osborne Affiliates"), (ii) Safeguard
Scientifics, Inc. and any Section 544 Subsidiary thereof (collectively, the "SSI
Affiliates") and (iii) The Nichols Company and any Section 544 Subsidiary
thereof (collectively, the "Nichols Affiliates"). The term "Exempt Party" shall
mean any of the foregoing.

         "Market Price" shall mean the last reported sales price reported on the
American Stock Exchange of Shares on the trading day immediately preceding the
relevant date, or if the Shares are not then traded on the American Stock
Exchange, the last reported sales price of Shares on the trading day immediately
preceding the relevant date as reported on any exchange or quotation system over
which the Shares may be traded, or if the Shares are not then traded over any
exchange or quotation system, then the


                                      -17-


<PAGE>



market price of the Shares on the relevant date as determined in good faith by
the Board of Trustees of the Trust. The Market Price of the Common Shares shall
be determined separately from the Market Price of any outstanding class of
Preferred Shares.

         "Ownership Limit" shall mean 4.16% in value of the outstanding Shares.

         "Ownership Limitation Termination Date" shall mean the first day after
the date on which the Board of Trustees determines that it is no longer in the
best interests of the Trust to attempt to, or continue to, qualify as a REIT.

         "Permissible Ownership Threshold" shall mean as to the Osborne
Affiliates, the SSI Affiliates and The Nichols Affiliates, respectively, 33.33%,
35.25% and 9.25%; provided that, once an Exempt Party transfers Shares such that
such Exempt Party following such transfer Beneficially Owns and Constructively
Owns less in value than the Ownership Limit, then such Exempt Party's
Permissible Ownership Threshold shall equal the Ownership Limit; provided,
further, however, that the foregoing proviso shall not restrict SSI Affiliates
or Nichols Affiliates from acquiring Shares upon the redemption of Class A Units
issued to them by Brandywine Operating Partnership, L.P. if such acquisition
would not result in such SSI Affiliates or Nichols Affiliates exceeding the
applicable percentage (35.25% or 9.25%) specified above.

         "Person" shall mean an individual, corporation, partnership, limited
liability company, estate, trust (including a trust qualified under Section
401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside
for or to be used exclusively for the purposes described in Section 642(c) of
the Code, association, private foundation within the meaning of Section 509(a)
of the Code, joint stock company or other entity or any government or agency or
political subdivision thereof and also includes a group as that term is used for
purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended,
but does not include an underwriter which participates in a public offering of
Shares for a period of 25 days following the purchase by such underwriter of
those Shares.

         "Purported Beneficial Holder" shall mean, with respect to any event
other than a purported Transfer which results in Excess Shares, the person for
whom the Purported Record Holder of the Shares that were, pursuant to Section
6.6(c), automatically exchanged for Excess Shares upon the occurrence of such
event held such Shares.

         "Purported Beneficial Transferee" shall mean, with respect to any
purported Transfer which results in Excess Shares, the purported beneficial
transferee for whom the Purported Record


                                      -18-



<PAGE>



Transferee would have acquired Shares, if such Transfer had been valid under
Section 6.6(b).

         "Purported Record Holder" shall mean, with respect to any event other
than a purported Transfer which results in Excess Shares, the record holder of
the Shares that were, pursuant to Section 6.6(c), automatically exchanged for
Excess Shares upon the occurrence of such event.

         "Purported Record Transferee" shall mean, with respect to any purported
Transfer which results in Excess Shares, the record holder of the Shares if such
Transfer had been valid under Section 6.6(b).

         "REIT" shall mean a real estate investment trust under Section 856 of
the Code.

         "Section 544 Subsidiary" of any individual or entity shall mean any
entity, over 50% of the ownership interest in which is owned, directly or
indirectly (applying the principles of Section 544 of the Code) by the
individual or entity in question.

         "Special Trust" shall mean the trust created pursuant to
Section 6.8(a).

         "Transfer" shall mean any issuance, sale, transfer, gift, assignment,
devise or other disposition of Shares or capital stock of any Person (including
(i) the granting of any option or entering into any agreement for the sale,
transfer or other disposition of Shares, (ii) the sale, transfer, exercise,
assignment or other disposition of any securities or rights convertible into or
exchangeable for Shares or (iii) the establishment of a put or the granting to a
third party of a call right with respect to Shares), whether voluntary or
involuntary, whether of record or beneficially and whether by operation of law
or otherwise.

         "Trustee" shall mean, for purposes of this Article VI only, the Trust,
as trustee for the Special Trust, and any successor trustee appointed by the
Trust.

              (b)  Restrictions on Ownership and Transfer.

                  (i) Except as provided in Section 6.6(k), prior to the
Ownership Limitation Termination Date, no Person (other than an Exempt Party)
shall Beneficially Own or Constructively Own any Shares to the extent such
ownership would exceed the Ownership Limit. In addition, except as provided in
Section 6.6(k), prior to the Ownership Limitation Termination Date, no Exempt
Party shall Beneficially Own or Constructively Own any Shares in excess of the
Permissible Ownership Threshold for such Exempt Party.



                                      -19-


<PAGE>



                  (ii) Except as provided in Section 6.6(k), prior to the
Ownership Limitation Termination Date, any Transfer that, if effective, would
result in any Person (other than an Exempt Party) Beneficially Owning or
Constructively Owning Shares in excess of the Ownership Limit shall be void ab
initio as to the Transfer of such Shares which would be otherwise Beneficially
Owned or Constructively Owned by such Person in excess of such Ownership Limit;
and the intended transferee shall acquire no rights in or to such Shares.

                  (iii) Except as provided in Section 6.6(k), prior to the
Ownership Limitation Termination Date, any Transfer that, if effective, would
result in any Exempt Party Beneficially Owning or Constructively Owning Shares
in excess of the Permissible Ownership Threshold for such Exempt Party shall be
void ab initio as to the Transfer of such Shares which would be otherwise
Beneficially Owned or Constructively Owned by such Exempt Party in excess of the
Permissible Ownership Threshold for such Exempt Party; and such Exempt Party
shall acquire no rights in or to such Shares.

                  (iv) Prior to the Ownership Limitation Termination Date, any
Transfer that, if effective, would result in Shares being beneficially owned by
less than 100 Persons (determined without reference to any rules of attribution)
shall be void ab initio as to the Transfer of such Shares which would be
otherwise beneficially owned by the transferee; and the intended transferee
shall acquire no rights in such Shares.

                  (v) Prior to the Ownership Limitation Termination Date, any
Transfer that, if effective, would result in the Trust being "closely held"
within the meaning of Section 856(h) of the Code shall be void ab initio as to
the Transfer of the Shares which would cause the Trust to be "closely held"
within the meaning of Section 856(h) of the Code; and the intended transferee
shall acquire no rights in such Shares.

                  (vi) The Board of Trustees shall have the authority to select
the Ownership Limitation Termination Date.

                       (c) Exchange For Excess Stock.

                               (i) If, notwithstanding the other provisions
contained in this Section 6.6, at any time prior to the Ownership Limitation
Termination Date, there is a purported Transfer such that any Person (other than
an Exempt Party) would Beneficially Own or Constructively Own Shares in excess
of the Ownership Limit, then, except as otherwise provided in Section 6.6(k),
such number of Shares in excess of such Ownership Limit (rounded up to the
nearest whole Share) shall be automatically exchanged for an equal number of
shares of Excess Shares. Such exchange shall be


                                      -20-



<PAGE>



effective as of the close of business on the business day prior to the date of
the Transfer.

                               (ii) If, notwithstanding the other provisions
contained in this Section 6.6, at any time prior to the Ownership Limitation
Termination Date, there is a purported Transfer such that an Exempt Party would
Beneficially Own or Constructively Own Shares in excess of the applicable
Permissible Ownership Threshold, then, except as otherwise provided in Section
6.6(k), such number of Shares in excess of the applicable Permissible Ownership
Threshold (rounded up to the nearest whole Share) shall be automatically
exchanged for an equal number of Excess Shares. Such exchange shall be effective
as of the close of business on the business day prior to the date of the
Transfer.

                               (iii) If, notwithstanding the other provisions
contained in this Section 6.6, at any time prior to the Ownership Limitation
Termination Date, there is a purported Transfer which, if effective, would cause
the Trust to become "closely held" within the meaning of Section 856(h) of the
Code, then the Shares being Transferred which would cause the Trust to be
"closely held" within the meaning of Section 856(h) of the Code (rounded up to
the nearest whole Share) shall be automatically exchanged for an equal number of
Excess Shares. Such exchange shall be effective as of the close of business on
the business day prior to the date of the Transfer.

                               (iv) If, notwithstanding the other provisions
contained in this Section 6.6, at any time prior to the Ownership Limitation
Termination Date, an event other than a purported Transfer (an "Event") occurs
which would (i) cause any Person (other than an Exempt Party) to Beneficially
Own or Constructively Own Shares in excess of the Ownership Limit, or (ii) cause
an Exempt Party to Beneficially Own or Constructively Own Shares in excess of
such Exempt Party's applicable Permissible Ownership Threshold, then, except as
otherwise provided in Section 6.6(k), Shares Beneficially Owned or
Constructively Owned by such Person or Exempt Party, as the case may be (rounded
up to the nearest whole Share), shall be automatically exchanged for an equal
number of Excess Shares to the extent necessary to eliminate such excess
ownership. Such exchange shall be effective as of the close of business on the
business day prior to the date of the Event. In determining which Shares are
exchanged, Shares directly held or Beneficially Owned by any Person who caused
the Event to occur shall be exchanged before any Shares not so held are
exchanged. Where several such Persons exist, the exchange shall be pro rata.

                           (d)      Remedies For Breach.  If the Board of
Trustees or its designee(s) shall at any time determine that a Transfer has
taken place in violation of Section 6.6(b) or that a Person intends to acquire
or has attempted to acquire beneficial


                                      -21-



<PAGE>



ownership (determined without reference to any rules of attribution) of any
Shares that would result in Shares being beneficially owned by less than 100
persons as contemplated by Section 6.6(b)(iv), or in Beneficial Ownership or
Constructive Ownership of any Shares in violation of Section 6.6(b), the Board
of Trustees or its designees shall take such action as it deems advisable to
refuse to give effect to or to prevent such Transfer (or any Transfer related to
such intent), including, but not limited to, refusing to give effect to such
Transfer on the books of the Trust or instituting proceedings to enjoin such
Transfer; provided, however, that any Transfers or attempted Transfers in
violation of Sections 6.6(b)(ii), (iii), (iv) or (v) shall automatically result
in the exchange described in Section 6.6(c), irrespective of any action (or
non-action) by the Board of Trustees or its designees.

                           (e)  Notice of Ownership or Attempted Ownership in
Violation of Section 6.6(b). Any Person who acquires or attempts to acquire
Beneficial Ownership or Constructive Ownership of Shares in violation of Section
6.6(b) shall immediately give written notice to the Trust of such acquisition or
attempted acquisition and shall provide to the Trust such other information as
the Trust may request in order to determine the effect, if any, of such
acquisition or attempted acquisition on the Trust's status as a REIT.

                           (f)  Owners Required to Provide Information.
Prior to the Ownership Limitation Termination Date:

                               (i) every Beneficial Owner or Constructive Owner
of more than 4.0% in value of the outstanding Shares shall, within 30 days after
January 1 of each year, give written notice to the Trust stating the name and
address of such Beneficial Owner or Constructive Owner, the number of Shares
Beneficially Owned or Constructively Owned, and a description of how such Shares
are held. Each such Beneficial Owner or Constructive Owner shall provide to the
Trust such additional information as the Trust may request in order to determine
the effect, if any, of such Beneficial Ownership or Constructive Ownership on
the Trust's status as a REIT.

                               (ii) Each Person who is a Beneficial Owner or
Constructive Owner of Shares and each Person (including the shareholder of
record) who is holding Shares for a Beneficial Owner or Constructive Owner shall
provide to the Trust such information as the Trust may request in order to
determine the Trust's status as a REIT or to comply with regulations promulgated
under the REIT provisions of the Code.

                           (g)      Remedies Not Limited.  Nothing contained in
this Section 6.6 shall limit the authority of the Board of Trustees to take such
other action as it deems necessary or


                                      -22-



<PAGE>



advisable to protect the Trust and the interests of its Shareholders by
preserving the Trust's REIT status.

                           (h)      Ambiguity.  In the case of an ambiguity in
the application of any of the provisions of this Article VI including any
definition contained in Section 6.6(a) and any ambiguity with respect to which
Shares are to be exchanged for Excess Shares in a given situation, the Board of
Trustees shall have the authority to determine the application of the provisions
of this Section 6.6 with respect to any situation based on the facts known to
it.

                           (i) Increase in Ownership Limit. Subject to the
limitations provided in Section 6.6(j), the Board of Trustees may from time to
time increase the Ownership Limit.

                           (j) Limitations on Modifications.

                               (i) The Ownership Limit may not be increased if,
after giving effect to such increase, five Beneficial Owners of Shares would
Beneficially Own, in the aggregate, more than 49.9% of the outstanding Shares.

                               (ii) Prior to an increase in the Ownership Limit
pursuant to Section 6.6(i), the Board of Trustees may require such opinions of
counsel or the Trust's tax accountants, affidavits, undertakings or agreements
as it may deem necessary or advisable in order to determine or ensure the
Trust's status as a REIT.

                           (k) Exceptions. The Board of Trustees, with a ruling
from the Internal Revenue Service or an opinion of counsel or the Trust's tax
accountants to the effect that such exemption will not result in the Trust being
"closely held" within the meaning of Section 856(h) of the Code, may exempt a
Person from the Ownership Limit or the Permissible Ownership Threshold, as the
case may be, if the Board of Trustees obtains such representations and
undertakings from such Person as the Board of Trustees may deem appropriate and
such Person agrees that any violation or attempted violation of any of such
representations or undertakings will result in, to the extent necessary or
otherwise deemed appropriate by the Board of Trustees, the exchange of Shares
held by such Person for Excess Shares in accordance with Section 6.6(c).

                           (l) American Stock Exchange Transactions. Nothing in
this Section 6.6 shall preclude the settlement of any transaction entered into
through the facilities of the American Stock Exchange, any successor exchange or
quotation system thereto, or any other exchange or quotation system over which
the Shares may be traded from time to time.



                                      -23-



<PAGE>



                  SECTION 6.7.  Legend.  (a) Each certificate for Common
Shares hereafter issued shall bear the following legend:

                           "The Common Shares represented by this certificate
                  are subject to restrictions on ownership and transfer for the
                  purpose of the Trust's maintenance of its status as a real
                  estate investment trust under the Internal Revenue Code of
                  1986, as amended (the "Code"). No Person may Beneficially Own
                  or Constructively Own Shares in excess of 4.16% in value (or
                  such greater percentage as may be determined by the Board of
                  Trustees) of the outstanding Shares of the Trust (unless such
                  Person is an Exempt Party). No Person who is an Exempt Party
                  may Beneficially Own or Constructively Own Shares in excess of
                  the Permissible Ownership Threshold for such Exempt Party. Any
                  Person who attempts to Beneficially Own or Constructively Own
                  Shares in excess of the above limitations must immediately
                  notify the Trust. All capitalized terms used in this legend
                  have the meanings set forth in the Declaration of Trust, a
                  copy of which, including the restrictions on ownership and
                  transfer, will be sent without charge to each Shareholder who
                  so requests. If the restrictions on ownership and transfer are
                  violated, the Common Shares represented hereby will be
                  automatically exchanged for Excess Shares which will be held
                  in trust by the Trust."

                           (b)      Each certificate for Preferred Shares
hereafter issued shall bear the following legend:

                           "The Preferred Shares represented by this certificate
                  are subject to restrictions on ownership and transfer for the
                  purpose of the Trust's maintenance of its status as a real
                  estate investment trust under the Internal Revenue Code of
                  1986, as amended (the "Code"). No Person may Beneficially Own
                  or Constructively Own Shares in excess of 4.16% in value (or
                  such greater percentage as may be determined by the Board of
                  Trustees) of the outstanding Shares of the Trust (unless such
                  Person is an Exempt Party). No Person who is an Exempt Party
                  may Beneficially Own or Constructively Own Shares in excess of
                  the Permissible Ownership Threshold for such Exempt Party. Any
                  Person who attempts to Beneficially Own or Constructively Own
                  Shares in excess of the above limitations must immediately
                  notify the Trust. All capitalized terms used in this legend
                  have the meanings set forth in the Declaration of Trust, a
                  copy of which, including the restrictions on ownership and
                  transfer, will be sent without charge to each Shareholder who
                  so requests. If the restrictions on ownership and transfer are


                                      -24-



<PAGE>



                  violated, the Preferred Shares represented hereby will be
                  automatically exchanged for Excess Shares which will be held
                  in trust by the Trust."

                  SECTION 6.8.  Excess Shares.

                           (a) Ownership in Trust. Upon any purported Transfer
or Event that results in an exchange of Shares for Excess Shares pursuant to
Section 6.6(c), such Excess Shares shall be deemed to have been transferred to
the Trust, as Trustee of a Special Trust for the exclusive benefit of the
Beneficiary or Beneficiaries to whom an interest in such Excess Shares may later
be transferred pursuant to Section 6.8(e). Excess Shares so held in trust shall
be issued and outstanding Shares of the Trust. The Purported Record Transferee
or Purported Record Holder shall have no rights in such Excess Shares except as
and to the extent provided in Section 6.8(e).

                           (b) Dividend Rights. Excess Shares shall not be
entitled to any dividends or distributions. Any dividend or distribution paid
prior to the discovery by the Trust that the Shares with respect to which the
dividend or distribution was made had been exchanged for Excess Shares shall be
repaid to the Trust upon demand.

                           (c) Rights Upon Liquidation. In the event of any
voluntary or involuntary liquidation, dissolution or winding up of, or any
distribution of the assets of, the Trust, (i) subject to the preferential rights
of the Preferred Shares, if any, as may be determined by the Board of Trustees
pursuant to Section 6.3 and the preferential rights of the Excess Preferred
Shares, if any, each holder of Excess Common Shares shall be entitled to
receive, ratably with each other holder of Common Shares and Excess Common
Shares, that portion of the assets of the Trust available for distribution to
the holders of Common Shares or Excess Common Shares which bears the same
relation to the total amount of such assets of the Trust as the number of Excess
Common Shares held by such holder bears to the total number of Common Shares and
Excess Common Shares then outstanding and (ii) each holder of Excess Preferred
Shares shall be entitled to receive that portion of the assets of the Trust
which a holder of the Preferred Shares that were exchanged for such Excess
Preferred Shares would have been entitled to receive had such Preferred Shares
remained outstanding. The Trust, as holder of the Excess Shares in trust, or if
the Trust shall have been dissolved, any trustee appointed by the Trust prior to
its dissolution, shall distribute ratably to the Beneficiaries of the Special
Trust, when determined, any such assets received in respect of the Excess Shares
in any liquidation, dissolution or winding up of, or any distribution of the
assets of the Trust.



                                      -25-


<PAGE>



                           (d) Voting Rights. The holders of Excess Shares shall
not be entitled to vote on any matters (except as required by law).

                           (e) Restrictions On Transfer: Designation of
Beneficiary.

                                    (i) Excess Shares shall not be
transferrable. The Purported Record Transferee or Purported Record Holder may
freely designate a Beneficiary of an interest in the Special Trust (representing
the number of Excess Shares held by the Special Trust attributable to a
purported Transfer or Event that resulted in the Excess Shares) if (i) the
Excess Shares held in the Special Trust would not be Excess Shares in the hands
of such Beneficiary and (ii) the Purported Beneficial Transferee or Purported
Beneficial Holder does not receive a price, as determined on a Share-by-Share
basis, for designating such Beneficiary that reflects a price for such Excess
Shares that, (I) in the case of a Purported Beneficial Transferee, exceeds (x)
the price such Purported Beneficial Transferee paid for the Shares in the
purported Transfer that resulted in the exchanges of Shares for Excess Shares,
or (y) if the Purported Beneficial Transferee did not give value for such Shares
(having received such Shares pursuant to a gift, devise or other transaction),
the Market Price of such Shares on the date of the purported Transfer that
resulted in the exchange of Shares for Excess Shares or (II) in the case of a
Purported Beneficial Holder, exceeds the Market Price of the Shares that were
automatically exchanged for such Excess Shares on the date of such exchange.
Upon such a transfer of an interest in the Special Trust, the corresponding
shares of Excess Shares in the Special Trust shall be automatically exchanged
for an equal number of Common Shares or Preferred Shares (depending upon the
type of Shares that were originally exchanged for such Excess Shares) and such
Common Shares or Preferred Shares shall be transferred of record to the
transferee of the interest in the Special Trust if such Common Shares or
Preferred Shares would not be Excess Shares in the hands of such transferee.
Prior to any transfer of any interest in the Special Trust, the Purported Record
Transferee or Purported Record Holder, as the case may be, must give advance
notice to the Trust of the intended transfer and the Trust must have waived in
writing its purchase rights under Section 6.8(f).

                                    (ii) Notwithstanding the foregoing, if a
Purported Beneficial Transferee or Purported Beneficial Holder receives a price
for designating a Beneficiary of an interest in the Special Trust that exceeds
the amounts allowable under Section 6.8(e)(i), such Purported Beneficial
Transferee or Purported Beneficial Holder shall pay, or cause such Beneficiary
to pay, such excess to the Trust.



                                      -26-


<PAGE>



                           (f)      Purchase Right in Excess Shares.  Excess
Shares shall be deemed to have been offered for sale to the Trust, or its
designee, at a price per share equal to, (I) in the case of Excess Shares
resulting from a purported Transfer, the lesser of (i) the price per share in
the transaction that created such Excess Shares (or, in the case of a gift,
devise or other transaction, the Market Price at the time of such gift, devise
or other transaction) or (ii) the Market Price on the date the Trust, or its
designee, accepts such offer or (II) in the case of Excess Shares created by an
Event, the lesser of (i) the Market Price of the Shares originally exchanged for
the Excess Shares on the date of such exchange or (ii) the Market Price of such
Shares on the date the Trust, or its designee, accepts such offer. The Trust
shall have the right to accept such offer for a period of ninety (90) days after
the later of (i) the date of the purported Transfer or Event which resulted in
an exchange of Shares for such Excess Shares and (ii) the date the Board of
Trustees determines that a purported Transfer or other event resulting in an
exchange of Shares for such Excess Shares has occurred, if the Trust does not
receive a notice of any such Transfer pursuant to Section 6.6(e).

                  SECTION 6.9. Severability; Agent for Trust. If any provision
of Section 6.6, 6.7 or 6.8 or any application of any such provision is
determined to be invalid by any federal or state court having jurisdiction over
the issues, the validity of the remaining provisions shall not be affected and
other applications of such provision shall be affected only to the extent
necessary to comply with the determination of such court. In any event, to the
extent such court holds the Purported Record Transferee to be the record and
beneficial owner of Shares which, had the provisions of Sections 6.6, 6.7 and
6.8 been enforced, would have been exchanged for Excess Shares, such Purported
Record Transferee shall be deemed, at the option of the Trust, to have acted as
agent on behalf of the Trust in acquiring such transferred Shares and to hold
such Shares on behalf of the Trust.


                                    ARTICLE 7

                                  SHAREHOLDERS

                  SECTION 7.1. Meetings of Shareholders. There shall be an
annual meeting of the Shareholders, to be held at such time and place as shall
be determined by or in the manner prescribed in the Bylaws at which the Trustees
shall be elected and any other proper business may be conducted. Except as
otherwise provided in this Declaration of Trust, special meetings of
Shareholders may be called in the manner provided in the Bylaws. Special
meetings of Shareholders may be called upon the written request of Shareholders
holding an aggregate of not less than ten


                                      -27-



<PAGE>



percent (10%) of the Common Shares. Special meetings of shareholders may also be
called by holders of Preferred Shares to the extent, if any, determined by the
Board of Trustees in connection with the establishment of a class or series of
Preferred Shares. If there are no Trustees, the officers of the Trust shall
promptly call a special meeting of the Shareholders entitled to vote for the
election of successor Trustees. Any meeting may be adjourned and reconvened as
the Trustees determine or as provided in the Bylaws.

                  SECTION 7.2. Voting Rights of Shareholders. Subject to the
provisions of any class or series of Preferred Shares then outstanding and the
mandatory provisions of any applicable laws or regulations, the Shareholders
shall be entitled to vote only on the following matters: (a) election or removal
of Trustees as provided in Sections 7.1 and 2.3 and Section 8-202 of Title 8 and
the Bylaws; (b) amendment of this Declaration of Trust as provided in Section
9.1; (c) a matter specified in Section 3.3; and (d) a merger of the Trust with
or into another entity as and to the extent required by Section 8-501.1 of Title
8. Except with respect to the foregoing matters, no action taken by the
Shareholders at any meeting shall in any way bind the Trustees.

                  SECTION 7.3. Shareholder Action to be Taken by Meeting. Any
action required or permitted to be taken by the Shareholders of the Trust must
be effected at a duly called annual or special meeting of Shareholders of the
Trust and may not be effected by any consent in writing of such Shareholders.
Notwithstanding anything contained in this Declaration of Trust to the contrary,
the affirmative vote of at least a majority of the then outstanding Shares
entitled to vote in the election of Trustees, voting together as a single class,
shall be required to amend, repeal, or adopt any provision inconsistent with
this Section 7.3 and the affirmative vote of such number or percentage of the
then outstanding Shares as is specified in this Declaration of Trust or, if not
so specified, in the Bylaws shall be required to take any other action required
or permitted to be taken by the Shareholders.


                                    ARTICLE 8

                 LIABILITY OF SHAREHOLDERS, TRUSTEES, OFFICERS,
                              EMPLOYEES AND AGENTS
                AND TRANSACTIONS BETWEEN AFFILIATES AND THE TRUST

                  SECTION 8.1. Limitation of Shareholder Liability. No
Shareholder shall be liable for any debt, claim, demand, judgment or obligation
of any kind of, against or with respect to the Trust by reason of his being a
Shareholder, nor shall any Shareholder be subject to any personal liability
whatsoever, in tort, contract or otherwise, to any Person in connection with the


                                      -28-



<PAGE>



Trust Property or the affairs of the Trust. All written contracts to which the
Trust is a party shall include a provision to the effect that the Shareholders
shall not be personally liable thereon.

                  SECTION 8.2. Limitation of Trustee and Officer Liability. To
the maximum extent that Maryland law in effect from time to time permits
limitation of the liability of trustees and officers of a real estate investment
trust, no Trustee or officer of the Trust shall be liable to the Trust or to any
Shareholder for money damages. Neither the amendment nor repeal of this Section,
nor the adoption or amendment of any other provision of this Declaration of
Trust inconsistent with this Section, shall apply to or affect in any respect
the applicability of the preceding sentence with respect to any act or failure
to act which occurred prior to such amendment, repeal or adoption. In the
absence of any Maryland statute limiting the liability of trustees and officers
of a Maryland real estate investment trust for money damages in a suit by or on
behalf of the Trust or by any Shareholder, no Trustee or officer of the Trust
shall be liable to the Trust or to any Shareholder for money damages except to
the extent that (i) the Trustee or officer actually received an improper benefit
or profit in money, property, or services, for the amount of the benefit or
profit in money, property, or services actually received; or (ii) a judgment or
other final adjudication adverse to the Trustee or officer is entered in a
proceeding based on a finding in the proceeding that the Trustee's or officer's
action or failure to act was the result of active and deliberate dishonesty and
was material to the cause of action adjudicated in the proceeding.

                  SECTION 8.3. Express Exculpatory Clauses in Instruments.
Neither the Shareholders nor the Trustees, officers, employees or agents of the
Trust shall be liable under any written instrument creating an obligation of the
Trust, and all Persons shall look solely to the Trust Property for the payment
of any claim under or for the performance of that instrument. The omission of
the foregoing exculpatory language from any instrument shall not affect the
validity or enforceability of such instrument and shall not render any
Shareholder, Trustee, officer, employee or agent liable thereunder to any third
party, nor shall the Trustees or any officer, employee or agent of the Trust be
liable to anyone for such omission. No amendment of this Declaration of Trust or
repeal of any of its provisions shall limit or eliminate the limitation of
liability provided to Trustees and officers hereunder with respect to any act or
omission occurring prior to such amendment or repeal.

                  SECTION 8.4. Indemnification. The Trust shall indemnify (i)
its Trustees and officers, whether serving the Trust or at its request any other
entity, to the full extent


                                      -29-


<PAGE>



required or permitted by the general laws of the State of Maryland applicable to
ordinary business corporations now or hereafter in force, including the advance
of expenses under the procedures and to the full extent permitted by such laws,
and (ii) the Shareholders and other employees and agents of the Trust to such
extent as shall be authorized by the Trustees or the Bylaws and as permitted by
law. Nothing contained herein shall be construed to protect any Person against
any liability to the extent such protection would violate Maryland statutory or
decisional law applicable to real estate investment trusts organized under Title
8 or any successor provision. The foregoing rights of indemnification shall not
be exclusive of any other rights to which those seeking indemnification may be
entitled. The Trustees may take such action as is necessary to carry out these
indemnification provisions and are expressly empowered to adopt, approve and
amend from time to time such bylaws, resolutions or contracts implementing such
provisions or such further indemnification arrangements as may be permitted by
law. No amendment of this Declaration of Trust or repeal of any of its
provisions shall limit or eliminate the right of indemnification provided
hereunder with respect to acts or omissions occurring prior to such amendment or
repeal.

                  SECTION 8.5. Transactions Between the Trust and its Trustees,
Officers, Employees and Agents. Subject to any express restrictions in this
Declaration of Trust or adopted by the Trustees in the Bylaws or by resolution,
the Trust (which, for purposes of this Section 8.5, shall include the Trust and
any of its subsidiaries) may enter into any contract or transaction of any kind
(including without limitation for the purchase or sale of property or for any
type of services, including those in connection with underwriting or the offer
or sale of Securities of the Trust) with any Person, including any Trustee,
officer, employee or agent of the Trust or any Person Affiliated with the Trust
or a Trustee, officer, employee or agent of the Trust, whether or not any of
them has a financial interest in such transaction; provided, however, that the
following contracts and transactions may not be consummated by the Trust unless
first approved by the affirmative vote of a majority of the Trustees who have no
interest in the contract or transaction: any contract or transaction between the
Trust and any Trustee, officer, employee or agent of the Trust or any person
Affiliated with the Trust or a Trustee, officer, employee or agent of the Trust.


                                      -30-



<PAGE>





                                    ARTICLE 9

                     AMENDMENT; REORGANIZATION; MERGER, ETC.

                  SECTION 9.1.  Amendment.

                           (a)      This Declaration of Trust may be amended by
the affirmative vote of the holders of not less than a majority of the Shares
then outstanding and entitled to vote thereon, except that Section 11.5 shall
not be amended or repealed, nor shall provisions inconsistent therewith be
adopted, except by the affirmative vote of the holders of not less than 80% of
the Shares then outstanding and entitled to vote.

                           (b)      An amendment to this Declaration of Trust
shall become effective as provided in Section 11.6.

                           (c)      This Declaration of Trust may not be amended
except as provided in this Section 9.1.

                  SECTION 9.2. Merger, Consolidation or Sale of Trust Property.
Subject to the provisions of any class or series of Preferred Shares at the time
outstanding and subject to Section 8-501.1 of Title 8, as and to the extent
applicable, the Trustees shall have the power to (i) merge the Trust with or
into another entity, (ii) consolidate the Trust with one or more other entities
into a new entity or (iii) sell or otherwise dispose of all or substantially all
of the Trust Property.


                                   ARTICLE 10

                        DURATION AND TERMINATION OF TRUST

                  SECTION 10.1. Duration of Trust. The Trust shall continue
perpetually unless terminated pursuant to Section 10.2 or pursuant to any
applicable provision of Title 8.

                  SECTION 10.2.  Termination of Trust.

                           (a)      Subject to the provisions of any class or
series of Preferred Shares at the time outstanding and subject to Section
8-501.1 of Title 8, as and to the extent applicable, the Trustees shall have the
power to terminate the Trust. Upon the termination of the Trust:

                                (i) The Trustees shall proceed to wind up the
affairs of the Trust and all of the powers of the Trustees under this
Declaration of Trust shall continue, including the powers to fulfill or
discharge the Trust's contracts, collect its assets, sell, convey, assign,
exchange, transfer or otherwise


                                      -31-



<PAGE>



dispose of all or any part of the remaining Trust Property to one or more
Persons at public or private sale for consideration which may consist in whole
or in part of cash, Securities or other property of any kind, discharge or pay
its liabilities and do all other acts appropriate to liquidate its business.

                                (ii) After paying or adequately providing for
the payment of all liabilities, and upon receipt of such releases, indemnities
and agreements as they deem necessary for their protection, the Trustees may
distribute the remaining Trust Property, in cash or in kind or partly in each,
among the Shareholders according to their respective rights, so that after
payment in full or the setting apart for payment of such preferential amounts,
if any, to which the holders of any Shares (other than Common Shares) at the
time outstanding shall be entitled, the remaining Trust Property available for
payment and distribution to Shareholders shall, subject to any participating or
similar rights of Shares (other than Common Shares) at the time outstanding, be
distributed ratably among the holders of Common Shares at the time outstanding.

                           (b)      After termination of the Trust, the
liquidation of its business, and the distribution to the Shareholders as herein
provided, a majority of the Trustees shall execute and file with the Trust's
records a document certifying that the Trust has been duly terminated, and the
Trustees shall be discharged from all liabilities and duties hereunder, and the
rights and interests of all Shareholders shall cease.


                                   ARTICLE 11

                                  MISCELLANEOUS

                  SECTION 11.1. Governing Law. This Declaration of Trust is
executed by the undersigned Trustees and delivered in the State of Maryland with
reference to the laws thereof, and the rights of all parties and the validity,
construction and effect of every provision hereof shall be subject to and
construed according to the laws of the State of Maryland without regard to
conflicts of laws provisions thereof.


                  SECTION 11.2. Reliance by Third Parties. Any certificate shall
be final and conclusive as to any Persons dealing with the Trust if executed by
an individual who, according to the records of the Trust or of any recording
office in which this Declaration of Trust may be recorded, appears to be the
Secretary or an Assistant Secretary of the Trust or a Trustee, and if certifying
to: (i) the number or identity of Trustees, officers of the Trust or
Shareholders; (ii) the due authorization of the execution of any document; (iii)
the action


                                      -32-


<PAGE>



or vote taken, and the existence of a quorum, at a meeting of Trustees or
Shareholders; (iv) a copy of this Declaration or of the Bylaws as a true and
complete copy as then in force; (v) an amendment to this Declaration; (vi) the
termination of the Trust; or (vii) the existence of any fact or facts which
relate to the affairs of the Trust. No purchaser, lender, transfer agent or
other Person shall be bound to make any inquiry concerning the validity of any
transaction purporting to be made on behalf of the Trust by the Trustees or by
any officer, employee or agent of the Trust.

                  SECTION 11.3.  Provisions in Conflict with Law or
Regulations.

                           (a) The provisions of this Declaration of Trust are
severable, and if the Trustees shall determine, with the advice of counsel, that
any one or more of such provisions (the "Conflicting Provisions") are in
conflict with the REIT Provisions of the Code, Title 8 or other applicable
federal or state laws, the Conflicting Provisions shall be deemed never to have
constituted a part of this Declaration of Trust, even without any amendment of
this Declaration pursuant to Section 9.1; provided, however, that such
determination by the Trustees shall not affect or impair any of the remaining
provisions of this Declaration of Trust or render invalid or improper any action
taken or omitted prior to such determination. No Trustee shall be liable for
making or failing to make such a determination.

                           (b) If any provision of this Declaration of Trust
shall be held invalid or unenforceable in any jurisdiction, such holding shall
not in any manner affect or render invalid or unenforceable such provision in
any other jurisdiction or any other provision of this Declaration of Trust in
any jurisdiction.

                  SECTION 11.4. Construction. In this Declaration of Trust,
unless the context otherwise requires, words used in the singular or in the
plural include both the plural and singular and words denoting any gender
include all genders. The title and headings of different parts are inserted for
convenience and shall not affect the meaning, construction or effect of this
Declaration. In defining or interpreting the powers and duties of the Trust and
its Trustees and officers, reference may be made, to the extent appropriate and
not inconsistent with the Code or Title 8, to Titles 1 through 3 of the
Corporations and Associations Article of the Annotated Code of Maryland. In
furtherance and not in limitation of the foregoing, in accordance with the
provisions of Title 3, Subtitles 6 and 7, of the Corporations and Associations
Article of the Annotated Code of Maryland, the Trust shall be included within
the definition of "corporation" for purposes of such provisions.



                                      -33-


<PAGE>



                  SECTION 11.5. Business Combinations. The provisions of
Subtitle 6 of Title 3 of the Corporations and Associations Article of the
Annotated Code of Maryland, as such provisions exist as of June 4, 1986, are by
this reference incorporated herein as if here set forth in their entirety. Such
provisions shall be interpreted in a manner consistent with that in which they
would be interpreted pursuant to the above referenced statute as such statute
exists as of June 4, 1986, assuming the validity of such statute and its
applicability to the Trust.

                  SECTION 11.6. Recordation. This Declaration of Trust and any
amendment hereto shall be filed for record with the State Department of
Assessments and Taxation of Maryland and may also be filed or recorded in such
other places as the Trustees deem appropriate, but failure to file for record
this Declaration or any amendment hereto in any office other than in the State
of Maryland shall not affect or impair the validity or effectiveness of this
Declaration or any amendment hereto. A restated Declaration shall, upon filing,
be conclusive evidence of all amendments contained therein and may thereafter be
referred to in lieu of the original Declaration and the various amendments
thereto.

                  IN WITNESS WHEREOF, this Amended and Restated Declaration of
Trust has been signed on this 22nd day of August, 1996 by the undersigned
Trustees, each of whom acknowledges, under penalty of perjury, that this
document is his free act and


                                      -34-



<PAGE>


deed, and that to the best of his knowledge, information, and belief, the
matters and facts set forth herein are true in all material respects.


                                          -------------------------------
                                          Anthony A. Nichols, Sr.


                                          -------------------------------
                                          Joseph L. Carboni


                                          -------------------------------
                                          Richard M. Osborne


                                          -------------------------------
                                          Gerard H. Sweeney


                                          -------------------------------
                                          Warren V. Musser


                                          -------------------------------
                                          Walter D'Alessio


                                          -------------------------------
                                          Charles P. Pizzi



                                      -35-

