
<PAGE>   1
                                                                   EXHIBIT 10.41

                            CONTRIBUTION AGREEMENT
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                               TABLE OF CONTENTS


                                                                          PAGE


Section 1.  Sale and Purchase of Properties................................-2-

      1.1   Sale and Purchase of Properties................................-2-

      1.2   Consideration..................................................-2-

1.3   Capital Escrow.......................................................-3-

      1.4   Deposit........................................................-3-

      1.5   Included Assets................................................-4-

      1.6   Assumption of Liabilities......................................-5-

Section 2.  Additional Investment; Warrant.................................-5-

      2.1   Additional Investment..........................................-5-

      2.2   Warrant........................................................-5-

Section 3.  Representations and Warranties.................................-5-

      3.1   By BRT.........................................................-6-

      3.2   By Sellers....................................................-12-

      3.3   By The Voting Trust...........................................-17-

      3.4   Survival of Representations and Warranties....................-18-

Section 4.  Conditions....................................................-18-

      4.1   Conditions Precedent to BRT Obligations on the Closing Date...-18-

      4.2   Conditions Precedent To Sellers and the Voting Trust
            Obligations on the Closing Date...............................-19-

      4.3   Mutual Conditions Precedent of the Parties on the Closing
            Date..........................................................-20-


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Section 5.  Operations Prior to Transfer..................................-21-

      5.1   Property Operations...........................................-21-

      5.2   Casualty or Condemnation......................................-21-

Section 6.  Closing; Closing Deliveries; Adjustments; Expenses............-22-

      6.1   Closing.......................................................-22-

      6.2   Closing Documents.............................................-22-

      6.3   Adjustments...................................................-24-

      6.4   Expenses......................................................-25-

      6.5   Indemnification for Seller's Tax Obligations..................-26-

Section 7. Covenants......................................................-26-

      7.1   BRT Covenants.................................................-26-

      7.2   Mutual Covenant - Best Efforts To Close.......................-26-

      7.3   Morgan Stanley Transactions...................................-26-

Section 8. Matters to be Completed........................................-26-

      8.1.  Matters to be Completed.......................................-26-

Section 9. Sellers' Or Voting Trust's Default.............................-27-

      9.1   Sellers' or Voting Trust's Default............................-26-

Section 10.  General Provisions...........................................-27-

      10.1  Notices.......................................................-27-

      10.2  Confidentiality...............................................-28-

      10.3  Entire Agreement..............................................-28-

      10.4  Counterparts..................................................-28-


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      10.5  Governing Law.................................................-28-

      10.6  Section Headings, Captions and Defined Terms..................-28-

      10.7  Amendments. Modifications and Waiver..........................-29-

      10.8  Severability..................................................-29-

      10.9  Liability of Trustees, etc....................................-29-

      10.10 Non-Recourse..................................................-29-

      10.11 Exhibits Incorporated.........................................-29-


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                             CONTRIBUTION AGREEMENT



            THIS AGREEMENT is made as of the 6th day of November, 1996 by and
among BRANDYWINE REALTY TRUST, a Maryland real estate investment trust ("BRT"),
GREENWOOD SQUARE CORPORATION, a Delaware corporation ("Greenwood"), BCBC HOLDING
COMPANY, a Delaware corporation ("BCBC"), 500 NORTH GULPH ROAD HOLDINGS, INC., a
Pennsylvania corporation ("North Gulph") (Greenwood, BCBC and North Gulph are
herein sometimes collectively called "Sellers" and individually, a "Seller")
and, RAI REAL ESTATE ADVISERS, INC., ("RAI") as the voting trustee of a voting
trust dated as of November 6, 1996 executed by the Commonwealth of Pennsylvania
State Employes' Retirement System ("SERS") as shareholder and by RAI as voting
trustee (the "Voting Trust")


                                    RECITALS


            A. Greenwood is the owner of the fee estate in property known as
Greenwood Square, located in Bensalem Township, Bucks County, Pennsylvania, more
fully described in EXHIBIT "A" attached hereto (the "Greenwood Property").

            B. BCBC is the owner of the fee estate in property known as Bucks
County Business Park, located partly in Middletown Township and partly in Falls
Township, Bucks County, Pennsylvania, more fully described in "EXHIBIT "B"
attached hereto (the "BCBC Property").

            C. North Gulph is the owner of the fee estate in property known as
500 North Gulph Road, located in Upper Merion Township, Montgomery County,
Pennsylvania, more fully described in EXHIBIT "C" attached hereto (the "North
Gulph Property"). The Greenwood Property, the BCBC Property and the North Gulph
Property are herein collectively called the "Properties" and individually a
"Property."

            D. SERS is directly or indirectly the beneficial owner of all of the
capital stock of Sellers and has the sole economic interest in the Voting Trust.

            E. BRT is a real estate investment trust and general partner of
Brandywine Operating Partnership, L.P., a Delaware limited partnership ("BRT
OP"), which owns certain office and other properties.

            F. The parties wish to enter into this Agreement to provide for the
sale by Sellers for the account of the Voting Trust of the Properties, the
purchase of the Properties
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by BRT or its designated affiliate, the investment of funds by Voting Trust in
BRT and certain other matters as herein set forth.


                             TERMS AND CONDITIONS



            NOW THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants and agreements contained herein, the
parties hereto, intending to be legally bound, agree as follows:


                  SECTION 1.  SALE AND PURCHASE OF PROPERTIES

            1.1 Sale and Purchase of Properties. On the Closing Date, each
Seller will sell and convey to BRT OP (or any subsidiary of BRT OP) the Property
of such Seller and BRT will purchase the Properties from Sellers, for the
consideration, on the terms and subject to the conditions of this Agreement.

            1.2 Consideration. The purchase price ("Purchase Price") for the
Properties shall be THIRTY MILLION THREE HUNDRED THOUSAND DOLLARS ($30,300,000),
payable as follows:

                  (a) At Closing, BRT shall pay to Sellers $26,500,000 by
issuing to Voting Trust (or to its designee) preferred shares with the terms set
forth in the Articles Supplementary attached hereto as EXHIBIT "D-1" ( the
"Property Shares") that are convertible into 4,818,182 common shares of
beneficial interest (par value $.01) of BRT, as adjusted for any share splits,
reverse share splits, share dividends or similar transactions (the "Common
Shares"). The Property Shares shall be subject to a Standstill Agreement in the
form attached as EXHIBIT "D-2". References in this Agreement to designees of the
Voting Trust or Sellers shall be limited to designees that are not prohibited by
the Standstill Agreement.

                  (b) On June 30, 1998, BRT will pay to Sellers (or to their
designee) $2,500,000.

                  (c) On December 31, 1999, BRT will pay to Sellers (or to their
designee) $1,300,000. The sums payable pursuant to this clause (c) and the
preceding clause (b) in the total amount of $3,800,000 are herein jointly called
the "Deferred Purchase Price." Each installment of the Deferred Purchase Price
shall be paid by BRT in cash, or, at the option of BRT, by BRT issuing to the
Voting Trust (or to its designee) either Common Shares (if a Secondary Offering
as defined in Section 1.2 of the Securities Purchase Agreement (defined below)
shall have occurred) or Property Shares that are convertible into


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a number of Common Shares, equal to the applicable portion of the Deferred
Purchase Price divided by the greater of the Market Value or Book Value Per
Share.

                        The term "Book Value Per Share" as used herein means, as
of any date, (i) the total beneficiaries' equity as shown on BRT's consolidated
balance sheets as of the fiscal quarter end immediately prior to the applicable
date (with appropriate adjustment for any material events subsequent thereto)
prepared in accordance with the published rules and regulations of the
Securities and Exchange Commission (the "SEC") and generally accepted accounting
principles applied on a consistent basis (as adjusted to reflect the
consideration received by BRT upon the Exercise (defined below) of any
Convertible Securities (defined below) which are included in the computation in
(ii) below), divided by (ii) the sum of the number of Common Shares outstanding
on such date plus the number of Common Shares issuable upon the exercise,
conversion or exchange (collectively, "Exercise") of outstanding options,
warrants, preferred shares and other convertible securities or similar rights
(collectively, "Convertible Securities") to the extent that the consideration
payable upon the exercise of such Convertible Securities is less than the Market
Value of the Common Shares issuable upon such Exercise.

                        The term "Market Value" as used herein means, as of any
date, (the "Valuation Date") the average of the closing per share sale price(s)
of the Common Shares for the period of twenty consecutive trading days ending on
the trading day immediately preceding the Valuation Date as such prices are
reported by the principal United States securities exchange on which the Common
Shares are then traded or, if the Common Shares are not then traded on any such
exchange, the closing per share sale price (or the average of the quoted per
share closing bid and asked prices if no sale is reported) as reported by the
National Association of Securities Dealers, Inc. ("NASD") Automated Quotation
System ("NASDAQ") or any comparable system or, if the Common Shares are not then
quoted on NASDAQ or any comparable system, the average of the closing per share
bid and asked prices as furnished by any member of the NASD selected by the
Board of Trustees of BRT.

            1.3 Capital Escrow. At Closing, North Gulph will deposit into escrow
the sum of $315,000 (the "North Gulph Capital Escrow"), BCBC will deposit into
escrow the sum of $90,000 (the "BCBC Capital Escrow") and Greenwood will deposit
into escrow the sum of $950,000 (the "Greenwood Capital Escrow"), each on the
terms and conditions of the Capital Escrow Agreement attached hereto as EXHIBIT
"E".

            1.4 Deposit. Upon the execution of this Agreement, BRT will deposit
in escrow with Commonwealth Land Title Insurance Company ("Deposit Escrowee")the
sum of $100,000,(such sum and all earnings thereon are herein called the
"Deposit"). The Deposit will be held by Deposit Escrowee in an interest bearing
account of a bank, savings bank or savings and loan association the accounts of
which are insured by an agency of the United States government, pursuant to an
Escrow Agreement in the form attached as EXHIBIT "T" (the "Deposit Escrow
Agreement"). If BRT shall fail to consummate Closing in accordance with this
Agreement or shall fail to observe or perform its covenants or obligations
hereunder


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to be observed or performed at or prior to Closing, the Deposit will be paid to
Sellers and Voting Trust on account of the purchase price or as liquidated
damages for such failure at the option of Sellers, provided, however, that
unless such failure to consummate Closing constitutes a breach of BRT's covenant
under subsection 7.2 hereof, Sellers and the Voting Trust will retain the
Deposit as Sellers' and the Voting Trust's sole and exclusive remedy hereunder.
If Closing occurs, the Deposit will be returned to BRT. If Closing does not
occur by reason of the failure of one or more conditions to Closing (which
failure does not result from the default of BRT hereunder) or if either party is
permitted to and shall terminate this Agreement as provided in Section 8, then
the Deposit will be returned to BRT.

            1.5 Included Assets. References in this Agreement to a Property
shall include:

                  (a) Real Property. Fee simple interest in such Property, and
all of the easements, licenses, rights of way, (including, without limitation,
easements, licenses and rights of way for signage), privileges, hereditaments,
appurtenances, and rights to any land lying in the beds of any street, road or
avenue, open or proposed, adjoining there to, and inuring to the benefit of said
land (hereinafter collectively referred to as the "Premises"); and

                  (b) Personal Property. All equipment, fixtures, machinery and
personalty of every description attached to or used in connection with the
Premises, including, without limitation, furniture, fixtures, fittings,
supplies, apparatus, equipment, machinery, and all other items of tangible and
intangible personal property and replacements thereof, if any, affixed or
attached to or located on or about the Premises (including, without limitation,
all heating, lighting, plumbing, water, sewer, ventilating, exhaust, electrical,
gas, refrigeration, air-conditioning, communication, fire protection, security,
disability and life/safety fixtures, equipment and systems; all hot water
heaters, furnaces, heating controls, motors and boiler pressure systems and
equipment; all incinerating, disposal, cleaning, maintenance, janitorial, snow
removal and landscaping equipment; all fuels; all appliances; (limited, in the
case of personal property to the right, title and interest of Seller's therein,
and excluding property of tenants of the Properties but including all right,
title and interest of Sellers in such property of tenants); and all assignable
intangible personal property owned by Sellers and used in connection with the
ownership, operation and maintenance of the Premises, including without
limitation, all contract rights, guaranties and warranties of any nature,
architects, engineers, surveyors' or other real estate professionals' plans,
specifications, certifications, contracts, reports, data or other technical
descriptions, reports or audits, and all marketing materials ("Contract
Documents"), all governmental permits, licenses, certificates, and approvals in
connection with the ownership of the Premises ("Licenses"), all escrow accounts,
deposits, instruments, documents of title, general intangibles, and business
records pertaining to the Premises, and all of Seller's rights, claims, and
causes of action if any, to the extent they are assignable, under any warranties
and/or guarantees of manufacturers, contractors or installers, rights against
others relating to the Premises or the operation or maintenance thereof,
including to the extent applicable, any warranties from any previous owners of
the Premises (hereinafter collectively referred to as "Personal Property"); and


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                  (c) Leases. All leases, licenses (to the extent transferable)
and other occupancy agreements for any part of the Premises, if any, and all
prepaid rent and unapplied security deposits (the "Leases"):

                  (d) Right to Names. Any right, title and interest of Seller in
and to the trade names printing styles, trademarks and logos ("Names").

            1.6   Assumption of Liabilities.

                  (a) At the Closing, BRT shall assume and agree to pay, perform
and discharge, when due, each of the following obligations and liabilities of
Sellers and/or their affiliates relating to the Properties (the "Assumed
Liabilities"):

                        (i) the liabilities and obligations of Sellers to be
performed or discharged after the Closing pursuant to the Leases;

                        (ii) payment of real estate taxes and utility bills
accruing prior to Closing with respect to the Properties as to which BRT
receives a credit at Closing, to the extent of such credit.

                  (b) Excluded Liabilities. Except as expressly provided in this
Agreement, BRT shall not assume or be responsible for any liabilities or
obligations of Sellers or their respective affiliates of any nature whatsoever,
whether or not relating to the Properties. Sellers and their respective
affiliates, as applicable, shall remain responsible for such excluded
liabilities and obligations.

                  SECTION 2.  ADDITIONAL INVESTMENT; WARRANT

            2.1 Additional Investment. The Voting Trust and BRT are
contemporaneously herewith entering into a Securities Purchase Agreement (the
"Securities Purchase Agreement") providing for the investment by Voting Trust of
$10.5 million in shares of BRT, at the times and on the terms and conditions set
forth in the Securities Purchase Agreement.

            2.2 Warrant. At Closing as additional consideration for the
Properties, BRT will issue to the Voting Trust a warrant for the purchase of
400,000 Common Shares, as adjusted for any share splits, reverse share splits,
share dividends or similar transactions (the "Warrant"), on the terms and
subject to the conditions of the form of Warrant attached hereto as EXHIBIT "F".
The value of the Warrant is $56,000.00.


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                  SECTION 3.  REPRESENTATIONS AND WARRANTIES

            3.1 By BRT. BRT hereby represents and warrants that, except as
disclosed in the Disclosure Letter (as defined in the Securities Purchase
Agreement) or the Company SEC Reports (defined below) or in any exhibit or
schedule hereto:

                  (a) Organization: Authority. BRT is a real estate investment
trust duly formed, validly existing and in good standing under the laws of the
state of Maryland with all the necessary trust power and authority to own, lease
or operate its properties and assets and to carry on its business as now
conducted, BRT is duly qualified to do business and is in good standing as a
foreign business trust or partnership in each jurisdiction where the character
of its properties or assets and the nature of its business requires it to be so
qualified. BRT has the requisite trust authority to enter into and perform this
Agreement and all other documents and agreements to be executed by it in
connection with the transactions contemplated by this Agreement.

                  (b) Due Authorization; Binding Agreement. The execution,
delivery and performance of this Agreement and all other documents and
agreements to be executed by BRT in connection with the transactions
contemplated by this Agreement have been duly and validly authorized by all
necessary action of BRT. This Agreement and all other documents and agreements
to be executed by BRT in connection with the transactions contemplated by this
Agreement have been and will be duly executed and delivered by BRT and
constitute the legal, valid and binding obligations of BRT enforceable against
BRT in accordance with their respective terms , except as such enforcement may
be limited by bankruptcy, insolvency, moratorium, reorganization and other
similar laws relating to or affecting the enforcement of creditor's rights
generally, and except that the availability of specific performance, injunctive
relief or other equitable remedies is subject to the discretion of the court
before which any such proceeding may be brought.

                  (c) Consents and Approvals. No consent, waiver, approval,
license or authorization of, or filing, registration or qualification with, or
notice to, any governmental unit or any other person is required to be made,
obtained or given by BRT in connection with the execution, delivery and
performance of this Agreement or any other documents and agreements to be
executed by BRT in connection with the transactions contemplated by this
Agreement that has not been heretofore obtained, other than the filing with and
approval of the American Stock Exchange of a listing application with respect to
the Common Shares and the filing of the Articles Supplementary with the State
Department of Assessments and Taxation of Maryland.

                  (d) No Violation. None of the execution, delivery or
performance of this Agreement or any other document or agreement to be executed
by BRT in connection with the transactions contemplated by this Agreement does
or will, with or without the giving of notice, lapse of time or both, violate,
conflict with or constitute a default under any term or provision of the
organizational documents of BRT or any other agreement to which BRT is a party
or by which it is bound or any term or provision of any judgment, decree, order,
statute, injunction, rule or regulation of a governmental unit applicable to
BRT, or by which it or its


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<PAGE>   11
assets or properties are bound or result in the creation of any lien or other
encumbrance upon the assets or properties of BRT.

                  (e) Compliance with Laws and Recorded Declarations. To the
best of BRT's knowledge, BRT and each of its subsidiaries has complied with all
laws (including, without limitation, the Americans with Disabilities Act of
1990) and requirements of insurance bodies applicable to the ownership, leasing,
use and operation of its or their real properties (collectively, the "BRT
Properties"), including, without limitation, parking and building setback
requirements, and has performed all work and secured all required material
consents and approvals and obtained and fully paid for all material licenses,
permits, certificates, entitlements, grants of right and any other items and
documents required by applicable law, by contract, or as a condition of any
approval granted by the applicable municipal authority, required of BRT or its
subsidiaries for the completion, ownership, leasing, use and occupancy of its or
their properties, including but not limited to final certificates of occupancy
for each of the current tenancies at such properties (other than where
construction of tenant improvements for new tenancies is not yet completed or
applications remain pending), except where the failure to so comply or obtain
would not have a material adverse effect on BRT and its subsidiaries taken as a
whole. Such licenses, permits, certificates, entitlement, grants of right and
other items and documents are in full force and effect. Neither BRT or any of
its subsidiaries have taken any action that would (or failed to take any action,
the omission of which would) result in the revocation or suspension of such
licenses, permits, certificates, entitlements, grants of right and other items
and documents, and neither BRT nor any of its subsidiaries have received any
notice of any violation from any federal, state or municipal entity or notice of
an intention by any such governmental entity to revoke any certificate of
occupancy or other certificate, license, permit, entitlement or grant of right
issued by it in connection with the ownership, use and occupancy of any of its
or their properties that in each case has not been cured or otherwise resolved
to the satisfaction of such governmental entity. To the best of BRT's knowledge,
(i) any and all charges (including condominium fees, to the extent applicable)
and other assessments under declarations and like agreements to which any of the
BRT Properties are subject have been paid and no special assessments thereunder
against any of the BRT Properties are pending, and (ii) all consents and
approvals required to be obtained under such declarations and like agreements
with respect to the BRT Properties have been obtained.

                  (f) Litigation. The SEC Reports(defined below), the
Registration Statements (defined below) and/or the Disclosure Letter (as defined
in the Securities Purchase Agreement) list all material pending or, to BRT's
knowledge, threatened litigation involving BRT and its subsidiaries. Except as
so disclosed, there is no pending or, to the knowledge of BRT, threatened suit,
action or litigation, or administrative, arbitration or other proceeding or
governmental inquiry or investigation questioning the validity of this Agreement
or the transactions contemplated hereby, or affecting in any material adverse
respect BRT or any subsidiary or the business, properties, assets, operations,
prospects or condition (financial or otherwise) of BRT and its subsidiaries
taken as a whole, nor is there, to the knowledge of BRT, any basis for any such
suit, action, litigation, proceeding, inquiry or investigation.


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<PAGE>   12
                  (g) Brokers. No brokers or finders have been employed or
engaged by BRT or any of its subsidiaries with respect to the transactions
contemplated by this Agreement or any other document or agreement to be executed
in connection with the transactions contemplated by this Agreement.

                  (h) SEC Reports. Since January 1, 1995, BRT and its
subsidiaries have timely filed all forms, reports, schedules, statements and
other documents required to be filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
or the Securities Act of 1933, as amended (the "1933 Act"), including without
limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on
Form 10-Q, (iii) all reports on Form 8-K and (iv) all proxy statements relating
to meetings of stockholders (whether annual or special) and (v) all information
incorporated by reference into any of the foregoing (collectively, as amended to
date, together with the Registration Statements (defined below) referred to
herein as the "Company SEC Reports"). The Company SEC Reports were prepared in
all material respects in accordance with and complied in all material respects
with the requirements of applicable law, including the Exchange Act and the 1933
Act and the applicable rules and regulations of the SEC thereunder, and the
Company SEC Reports did not at the time they were filed and do not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading. BRT has
not filed any registration statements with the SEC at any time within the last
three years other than (i) Registration Statement on Form S-8 dated October 16,
1996 and (ii) Registration Statement on Form S-11 dated October 11, 1996
(collectively the "Registration Statements"). BRT has delivered to Voting Trust
prior to the date hereof true and correct copies of all Company SEC Reports and
any other reports and documents filed with the SEC since January 1, 1995.

                  (i) Financial Statements. Each of the consolidated financial
statements (including, in each case, any related notes thereto) contained in the
Company SEC Reports (i) have been prepared in all material respects in
accordance with the published rules and regulations of the SEC and generally
accepted accounting principles applied on a consistent basis throughout the
periods involved (except in the case of the unaudited financial statements, as
permitted by Form 10-Q of the SEC), (ii) comply as to form in all material
respects with applicable accounting requirements and the published rules and
regulations of the SEC with respect thereto and (iii) fairly present in all
material respects the consolidated financial position of BRT and its
subsidiaries as of the respective dates thereof and the consolidated results of
operations and cash flows for the periods indicated (subject, in the case of
unaudited consolidated financial statements for interim periods, to year-end
adjustments (consisting only of normal recurring accruals)), except that any pro
forma financial statements contained in such consolidated financial statements
are not necessarily indicative of the consolidated financial position of BRT and
its subsidiaries as of the respective dates thereof and the consolidated results
of operations and cash flows for the periods indicated. Since December 31, 1995,
the


                                     -8-
<PAGE>   13
Company has not made any material change in the accounting practices or policies
applied in the preparation of its financial statements.

                  (j) Environmental Matters. Neither BRT nor its subsidiaries
have (a) caused any substance or waste that is listed or defined as hazardous or
toxic under applicable environmental laws or petroleum products (collectively,
"Hazardous Materials") to be improperly maintained or disposed of on, under or
at any of its or their properties, or any part thereof in a manner which
violates, or could give rise to liability under, applicable environmental laws,
or (b) failed to remediate, alter, mitigate or abate any condition required to
be remediated, altered, mitigated or abated under such environmental laws, to
the extent BRT or its subsidiaries have been notified of the existence of a
condition required to be remediated, altered, mitigated or abated. Except as set
forth in the environmental site assessments provided by BRT to Sellers or
disclosed in the Company SEC Reports: (1) to the best of BRT's knowledge, each
of its properties, and the properties of its subsidiaries, is in compliance, and
has heretofore complied, with all environmental laws in all material respects,
(2) to the best of BRT's knowledge, there has been no discharge of Hazardous
Materials by any tenant of any property of BRT or its subsidiaries, or by any
other person or property in, to or under any property of BRT or its
subsidiaries, in either case in quantities requiring response, remediation or
removal, and (3) BRT has not received any written notice from any governmental
unit or other person that it or its subsidiaries, or any of its or their
properties or operations conducted thereon, are not or have not been in
compliance with the environmental laws.

                  (k) Absence of Undisclosed Liabilities and Contractual
Obligations. Except for (i) liabilities disclosed in the financial statements
referred to in subsection 3.1 (i) or in the SEC Reports, (ii) liabilities
arising in the ordinary course of business which, if material (individually or
in the aggregate), are disclosed in EXHIBIT "G" attached hereto (the "BRT
Disclosure Schedule"), (iii) liabilities at the date hereof which are
specifically disclosed or otherwise reflected in the Exhibits attached to this
Agreement and (iv) current liabilities incurred in the ordinary course of
business after the date hereof, no BRT Property is subject to liabilities of any
nature, whether matured or unmatured, fixed or contingent, which could
reasonably be expected to have, individually or in the aggregate, a material
adverse effect upon such property. There are no Significant Agreements relating
to the BRT Properties, or their operations other than as set forth in the BRT
Disclosure Schedule. No indebtedness secured by a lien upon any of the BRT
Properties is cross-defaulted and/or cross-collateralized with any other
properties other than among the BRT Properties. For purposes hereof,
"Significant Agreement" means and includes any of the following by which any of
the BRT Properties may otherwise be subject or bound, in each such case as
amended and currently in effect, inclusive of any waivers relating thereto:

                        (A) all agreements, instruments and documents (excluding
tenant leases referred to in subsection 3.1(l) of this Agreement and easements
and documents providing for the assessment of common charges or related fees
that are included in the Permitted Exceptions) evidencing, securing or
pertaining to contractual obligations that relate to the ownership or operation
of any of the BRT Properties; and


                                     -9-
<PAGE>   14
                        (B)   all mortgages.

                  (l) Tenant Leases. The rent rolls attached hereto as EXHIBIT
"H" (the "BRT Rent Rolls") list each of the leases currently in effect with
respect to the BRT Properties as the same have been amended or modified (the
"BRT Leases"); there are no leases, licenses or other rights of occupancy
affecting any of the BRT Properties except for the BRT Leases. BRT has made
available to the Voting Trust complete copies of all of the documents that
constitute the BRT Leases. The BRT Leases are in full force and effect and,
except as set forth on the applicable BRT Rent Roll, (A) to the best of BRT's
knowledge, no uncured Event of Default (as defined in such Leases), has occurred
and is continuing under any such Lease, no tenant has asserted a defense to,
offset or claim against its rent or the performance of its obligations under its
Lease and no tenant has asserted a default on the part of the landlord which
would give it the right to terminate its Lease or set off against rent, (B)
there are no rights of first refusal on, or options to purchase, any of the BRT
Properties, or any right to a participation interest (whether of profits, sale
or refinancing proceeds, or calculated based on fair market value) with respect
to any such property, in favor of any tenant, (C) no proposed modifications to
any BRT Lease that would reduce (i) the space leased to any tenant, (ii) the
amount of any tenant's rent or (iii) the term of any lease, (D) no free rent or
other rent concession is due any tenant under the BRT Leases for periods after
the Closing Date, (E) no landlord under a BRT Lease is required to provide
tenant improvements or refurbishments with respect thereto after the Closing
Date (other than any tenant improvements that the landlord may be required to
construct if an expansion option provided in a BRT Lease is exercised), and (F)
no tenant under a BRT Lease has the option to terminate its lease prior to the
stated expiration date. Except for (i) security deposits or (ii) the first full
month's rent, whether or not the term of a Lease has commenced, no prepayments
of rent more than thirty (30) days in advance have been made under the BRT
Leases. All decorating, repairs, alterations or other work performed by the
landlord under each of the BRT Leases prior to the date hereof, or the cost of
any such work performed by the tenant and to be reimbursed by the landlord prior
to the date hereof, has been performed or reimbursed, as applicable. No rent or
security deposits under the BRT Leases have been assigned or encumbered, except
as security for the mortgages noted in the BRT Disclosure Schedule, and there
are no agreements or understandings, written or oral, with any of the tenants
other than as set forth in the BRT Leases or otherwise set forth on the BRT Rent
Rolls. All brokerage commissions and other compensation and fees payable by
reason of the BRT Leases have been paid in full, except as set forth in the BRT
Disclosure Schedule.

                  (m) Reassessments. Each of the BRT Properties has been fully
assessed and is not subject to abatement. To the best of BRT's knowledge, there
are no proposed reassessments of any of the BRT Properties by any taxing
authority and there are no threatened or pending special assessments or other
actions or proceedings (other than county-wide reassessments and/or the usual
increases in millage rates that may be under consideration by the taxing
authorities in the jurisdictions where the BRT Properties are located) that
could reasonably be expected to give rise to an increase in real property taxes
or assessments against any of the BRT Properties.


                                     -10-
<PAGE>   15
                  (n) Property Improvements. To the best of BRT's knowledge,
except as disclosed in any engineering studies or reports obtained by or
delivered to Sellers in connection with this transaction prior to the date
hereof, the improvements at the BRT Properties are in good condition and repair,
ordinary wear and tear excepted, and have not suffered any casualty or other
material damage which has not been repaired in all material respects. To the
best of BRT's knowledge, there is no material latent or patent structural,
mechanical or other significant defect, soil condition or deficiency in the
improvements included in the BRT Properties, or any other defects, soil
conditions or deficiencies which, in the aggregate, would materially adversely
affect the value of such properties taken as a whole.

                  (o) Condemnation or Governmental Proceedings. No eminent
domain, condemnation, incorporation, annexation or moratorium or similar
proceeding has been commenced or, to the best of BRT's knowledge, threatened by
an authority having the power of eminent domain to condemn any part of the BRT
Properties. To the best of BRT's knowledge, there are no pending or threatened
governmental rules, regulations, plans, studies or efforts, or court orders or
decisions, which do or could adversely effect the use or value of the BRT
Properties for their present use.

                  (p) Insurance. EXHIBIT "I" attached hereto lists the insurance
policies relating to the BRT Properties or any part thereof carried by BRT; all
such policies are in full force and effect, and will be continued or renewed
with the existing coverages and policy limits until the Closing Date, and all
premiums thereunder have been paid to the extent due, and will be paid until the
Closing Date; and no notice of cancellation has been received with respect
thereto and, to the best knowledge of BRT, no cancellation is threatened.

                  (q) FIRPTA. BRT is neither a "foreign person" within the
meaning of Section 1445(f) of the Code nor a "foreign partner" within the
meaning of Section 1446 of the Code.

                  (r) Taxes. BRT (i) has filed or has had filed on its behalf
all Tax Returns (as defined below) on a timely basis which are required to be
filed as of the date hereof, and such Tax Returns are correct and complete, (ii)
has paid or has had paid on its behalf on a timely basis all Taxes (as defined
below) shown to be due on such Tax Returns and (iii) with respect to any period
for which Tax Returns have not yet been filed, or for which Taxes are not yet
due or owing, has made due and sufficient current accruals for such Taxes in its
books and records in accordance with generally accepted accounting principles.
For purposes of this subsection, "Tax" shall mean any Federal, state or local
tax of any kind whatsoever, including any interest or penalty, and "Tax Return"
shall mean any return, declaration, report, claim for refund, information
return, statement or other similar document relating to Taxes.

                  (s) No Defaults. All payments of principal and interest on all
mortgage indebtedness respecting the BRT Properties are current as of the date
hereof. Neither BRT nor BRT OP is in default of any loan secured by any of the
BRT Properties or any other Significant Agreement and, to the best of BRT's
knowledge, no event has occurred which with


                                     -11-
<PAGE>   16
the giving of notice or passage of time would become a default under any such
loan or under any such Significant Agreement.

                  (t) Ownership of BRT Properties. The properties constituting
the BRT Properties are listed on EXHIBIT "J" attached hereto. BRT and BRT OP
each owns the interest in each of the BRT Properties indicated on EXHIBIT "J".

            3.2 By Sellers. Sellers hereby represent and warrant that, except as
disclosed in any exhibit or schedule to this Agreement:

                  (a) Organization: Authority. Each of the Sellers is duly
incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation and has full corporate power and authority to own,
lease and operate its properties and to carry on its business as presently
conducted. Each of the Sellers is duly qualified to do business and is in good
standing in each jurisdiction where the character of its properties or assets
and the nature of its business requires it to be so qualified. Each Seller has
the requisite authority to enter into and perform this Agreement.

                  (b) Due Authorization; Binding Agreement. The execution,
delivery and performance of this Agreement and all other documents and
agreements to be executed by Sellers in connection with the transactions
contemplated by this Agreement have been duly and validly authorized by all
necessary action of each Seller. This Agreement and all other documents and
agreements to be executed by Sellers in connection with the transactions
contemplated by this Agreement have been and will be duly executed and delivered
by Sellers and constitute the legal, valid and binding obligations of Sellers
enforceable against Sellers in accordance with their respective terms, except as
such enforcement may be limited by bankruptcy, insolvency, moratorium,
reorganization and other similar laws relating to or affecting the enforcement
of creditor's rights generally, and except that the availability of specific
performance, injunctive relief or other equitable remedies is subject to the
discretion of the court before which any such proceeding may be brought.

                  (c) Consents and Approvals. Except for the consent of
CoreStates Bank N.A. with respect to the sale of the North Gulph Property (which
consent Sellers shall obtain, by a pay down of related debt, if required), no
consent, waiver, approval, license or authorization of, or filing, registration
or qualification with, or notice to, any governmental unit or any other person
is required to be made, obtained or given by any Seller in connection with the
execution, delivery and performance of this Agreement or any other documents and
agreements to be executed by Sellers in connection with the transactions
contemplated by this Agreement that has not been heretofore obtained.

                  (d) No Violation. None of the execution, delivery or
performance of this Agreement or any other document or agreement to be executed
by any Seller in connection with the transactions contemplated by this Agreement
does or will, with or without the giving of notice, lapse of time or both, (i)
violate, conflict with or constitute a default under any term or


                                     -12-
<PAGE>   17
provision of (a) the organizational documents of any Seller or any other
agreement to which any Seller is a party or by which it is bound or (b) any term
or provision of any judgment, decree, order, statute, injunction, rule or
regulation of a governmental unit applicable to any Seller, or by which it or
they or its or their assets or properties are bound or (ii) result in the
creation of any lien or other encumbrance upon the assets or properties of any
Seller, other than in favor of BRT.

                  (e) Ownership of the Properties. The Properties are owned by
their respective Seller in fee simple and, to the best of Sellers' knowledge,
title thereto is subject only to the Permitted Exceptions (defined below).

                  (f) Compliance with Laws and Recorded Declarations. To the
best of Sellers' knowledge, each of the Sellers has complied with all laws
(including, without limitation, the Americans with Disabilities Act of 1990) and
requirements of insurance bodies applicable to the ownership, leasing, use and
operation of the Properties, including, without limitation, parking and building
setback requirements, and has performed all work and secured all required
consents and approvals and obtained and fully paid for all material licenses,
permits certificates, entitlements, grants of right and any other items and
documents required by applicable law, by contract, or as a condition of any
approval granted by the applicable municipal authority, required of any of the
Sellers for the completion, ownership, leasing, use and occupancy of the
Properties, including but not limited to final certificates of occupancy for
each of the current tenancies at such Properties (other than where construction
of tenant improvements for new tenancies is not yet completed or applications
remain pending), except where the failure to so comply or obtain would not have
a material adverse effect on the applicable Property. Such licenses, permits,
certificates, entitlement, grants of right and other items and documents are in
full force and effect. The Sellers have not taken any action that would (or
failed to take any action, the omission of which would) result in the revocation
or suspension of such licenses, permits, certificates, entitlements, grants of
right and other items and documents, and none of the Sellers, the Voting Trust
or SERS have received any notice of any violation from any federal, state or
municipal entity or notice of an intention by any such governmental entity to
revoke any certificate of occupancy or other certificate, license, permit,
entitlement or grant of right issued by it in connection with the ownership, use
and occupancy of any of the Sellers Properties that in each case has not been
cured or otherwise resolved to the satisfaction of such governmental entity. To
the best of Sellers' knowledge, (i) any and all charges (including condominium
fees, to the extent applicable) and other assessments under declarations and
like agreements to which any of the Properties are subject have been paid and no
special assessments thereunder against any of the Properties are pending, and
(ii) all consents and approvals required to be obtained under such declarations
and like agreements with respect to the Properties have been obtained.

                  (g) Environmental Matters. None of the Sellers have (a) caused
any Hazardous Materials to be improperly maintained or disposed of on, under or
at the Properties or any part thereof in a manner which violates, or could give
rise to liability under, applicable environmental laws, or (b) failed to
remediate, alter, mitigate or abate any condition required to be remediated,
altered, mitigated or abated under such environmental laws, to the extent
Sellers


                                     -13-
<PAGE>   18
has been notified of existence of a condition required to be remediated,
altered, mitigated or abated. Except as set forth in the environmental site
assessments provided by Sellers to BRT pursuant to their due diligence
investigation (including, without limitation, those described in EXHIBIT "K-1"
attached hereto or as described in EXHIBIT "K-2" attached hereto (the "Sellers'
Disclosure Schedule"): (1) to the best of Sellers' knowledge, each Property is
in compliance, and has heretofore complied, with all environmental laws in all
material respects, (2) to the best of Sellers' knowledge, there has been no
discharge of Hazardous Materials by any tenant of the Properties or by any other
person in, to or under any of the Properties, in either case in quantities
requiring response, remediation or removal, and (3) No Seller has received any
written notice from any governmental unit or other person that it or any of the
Properties or operations conducted thereon are not or have not been in
compliance with the environmental laws.

                  (h) Tenant Leases. The rent rolls attached hereto as EXHIBIT
"L" (the "Sellers' Rent Rolls") list each of the leases currently in effect with
respect to the Properties as the same have been amended or modified (the
"Leases"); there are no leases, licenses or other rights of occupancy affecting
any of the Properties except for the Leases. Sellers have made available to BRT
complete copies of all of the documents that constitute the Leases. The Leases
are in full force and effect and, except as set forth on the applicable Sellers'
Rent Roll, (A) to the best of Sellers' knowledge, no material uncured Event of
Default (as defined in such Leases), has occurred and is continuing under any
such Lease, no tenant has asserted a defense to, offset or claim against its
rent or the performance of its obligations under its Lease and no tenant has
asserted a default on the part of the landlord which would give it the right to
terminate its Lease or set off against rent, (B) there are no rights of first
refusal on, or options to purchase, any of the Properties or any right to a
participation interest (whether of profits, sale or refinancing proceeds, or
calculated based on fair market value) with respect to any such Property, in
favor of any tenant, (C) there are no proposed modifications to any Lease that
would reduce (i) the space leased to any tenant, (ii) the amount of any tenant's
rent or (iii) the term of any lease, (D) no free rent or other rent concession
is due any tenant under the Leases for periods after the Closing Date, (E) no
landlord under a Lease is required to provide tenant improvements or
refurbishments with respect thereto after the Closing Date (other than any
tenant improvements that the landlord may be required to construct if an
expansion option provided in a Lease is exercised), and (F) no tenant under a
Lease has the option to terminate its lease prior to the stated expiration date.
Except for (i) security deposits or (ii) the first full month's rent, whether or
not the term of a Lease has commenced, no prepayments of rent more than thirty
(30) days in advance have been made under the Leases. All decorating, repairs,
alterations or other work required to be performed by the landlord under each of
the Leases prior to the date hereof, or the cost of any such work performed by
the tenant and to be reimbursed by the landlord prior to the date hereof, has
been performed or reimbursed, as applicable. No rent or security deposits under
the Leases have been assigned or encumbered, and there are no agreements or
understandings, written or oral, with any of the tenants other than as set forth
in the Leases or otherwise set forth on the Sellers' Rent Roll. All brokerage
commissions and other compensation and fees payable by season of the Leases have
been paid in full, except as set forth in the Sellers' Disclosure Schedule (and
other than any commissions that may be due if a tenant takes expansion space or
renews its lease).


                                     -14-
<PAGE>   19
                  (i) Litigation. There are no claims, actions, suits,
proceedings or investigations pending or, to the best of Sellers' knowledge,
threatened before any court, governmental unit or any mediator or arbitrator
with respect to the Properties, except for litigation listed on EXHIBIT "M"
hereto, which litigation and any projected liability resulting therefrom is
covered by insurance.

                  (j) Reassessments. Each of the Properties has been fully
assessed and is not subject to abatement. To the best of Sellers' knowledge,
there are no proposed reassessments of any of the Properties by any taxing
authority and there are no threatened or pending special assessments or other
actions or proceedings (other than county-wide reassessments and/or the usual
increases in millage rates that may be under consideration by the taxing
authorities in the jurisdictions where the Properties are located) that could
reasonably be expected to give rise to an increase in real property taxes or
assessments against any of the Properties.

                  (k) Sellers' Employees. There are no employees of any Seller.

                  (l) Property Improvements. To the best of Sellers' knowledge,
except as disclosed in any engineering studies or reports obtained by or
delivered to BRT in connection with this transaction prior to the date hereof
(including, without limitation, those described on Exhibit "K-3" attached
hereto), the improvements at the Properties are in good condition and repair,
ordinary wear and tear excepted, and have not suffered any casualty or other
material damage which has not been repaired in all material respects. To the
best of Sellers' knowledge, there is no material latent or patent structural,
mechanical or other significant defect, soil condition or deficiency in the
improvements included in the Properties, or any other defects, soil conditions
or deficiencies which, in the aggregate, would materially adversely affect the
value of such Properties taken as a whole.

                  (m) Condemnation or Governmental Proceedings. No eminent
domain, condemnation, incorporation, annexation or moratorium or similar
proceeding has been commenced or, to the best of Sellers' knowledge, threatened
by an authority having the power of eminent domain to condemn any part of the
Properties. To the best of Sellers' knowledge, there are no pending or
threatened governmental rules, regulations, plans, studies or efforts, or court
orders or decisions, which do or could adversely affect the use or value of the
Properties for their present use.

                  (n) Insurance. EXHIBIT "N" attached hereto lists the insurance
policies relating to the Properties or any part thereof carried by Sellers. All
such policies are in full force and effect, and will be continued or renewed
with the existing coverages and policy limits until the Closing Date, and all
premiums thereunder have been paid to the extent due, and will be paid until the
Closing Date; and no notice of cancellation has been received with respect
thereto and, to the best knowledge of Sellers, no cancellation is threatened.


                                     -15-
<PAGE>   20
                  (o) FIRPTA. No Seller is a "foreign person" within the meaning
of Section 1445(f) of the Code or a "foreign partner" within the meaning of
Section 1446 of the Code.

                  (p) Brokers. No brokers or finders have been employed or
engaged by Sellers with respect to the transactions contemplated by this
Agreement or any other document or agreement to be executed in connection with
the transactions contemplated by this Agreement.

                  (q) Taxes. Each of the Sellers (i) has filed or has had filed
on its behalf all Tax Returns (as defined below) on a timely basis which are
required to be filed as of the date hereof, and such Tax Returns are correct and
complete, (ii) has paid or has had paid on its behalf on a timely basis all
Taxes (as defined below) shown to be due on such Tax Returns and (iii) with
respect to any period for which Tax Returns have not yet been filed, or for
which Taxes are not yet due or owing, has made due and sufficient current
accruals for such Taxes in its books and records in accordance with generally
accepted accounting principles. For purposes of this subsection, "Tax" shall
mean any Federal, state or local tax of any kind whatsoever, including any
interest or penalty, and "Tax Return" shall mean any return, declaration,
report, claim for refund, information return, statement or other similar
document relating to Taxes.

                  (r) Business of Seller. None of the Sellers has engaged in any
business other than owning the properties that are being transferred hereunder.

                  (s) Service Contracts. EXHIBIT "S" attached hereto is a
complete list of all existing service, equipment, supply and maintenance
contracts with respect to or affecting the Properties (the "Service Contracts"),
and each of such Service Contracts is terminable at will without penalty or
cancellation fee upon no more than thirty (30) days notice. Unless otherwise
directed by BRT, none of the Service Contracts shall be terminated by Sellers as
of Closing, except such of the Service Contracts as constitute management
agreements for a Property or Properties, which shall be terminated by Sellers as
of Closing. Except as set forth on EXHIBIT "S", no written notice of default or
breach by Sellers in the terms of any of such Service Contracts have been
received by Sellers. Sellers have performed, and at Closing shall have
performed, all obligations which it or they have under said Service Contracts.

                  (t) No Tax Assessments. There are no public improvements in
the nature of off-site improvements, or otherwise, which have been ordered to be
made and/or which have not heretofore been assessed, and, to Seller's knowledge,
there are no general or special assessments currently affecting or pending
against the Properties.

                  (u) Utilities. All utilities required for the operation of the
Properties either enter each of the Properties through adjoining public streets,
or, if they pass through adjoining private lands, do so in accordance with valid
public easements or private easements which will inure to the benefit of BRT as
assignee or nominee at no cost to the owner of the Properties.


                                     -16-
<PAGE>   21
                  (v) Zoning Classification. The zoning classification of: (i)
the Greenwood Property is PCD Planned Commerce Park District; (ii) the BCBL
Property is M-1 as to Middletown Township and PIP Planned Industrial Park
District as to Falls Township; and (iii) the North Gulph Property is SM Suburban
Metropolitan.

            3.3 By The Voting Trust. The Voting Trust hereby represents and
warrants that, except as disclosed in any exhibit to this Agreement:

                  (a) Organization: Authority. The Voting Trust is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of formation and has full power and authority to own, lease and
operate its properties and to carry on its business as presently conducted. The
Voting Trust is duly qualified to do business and is in good standing in each
jurisdiction where the character of its properties or assets and the nature of
its business requires it to be so qualified. The Voting Trust has the requisite
authority to enter into and perform this Agreement.

                  (b) Due Authorization; Binding Agreement. The execution,
delivery and performance of this Agreement and all other documents and
agreements to be executed by the Voting Trust in connection with the
transactions contemplated by this Agreement have been duly and validly
authorized by all necessary action of the Voting Trust. This Agreement and all
other documents and agreements to be executed by the Voting Trust in connection
with the transactions contemplated by this Agreement have been and will be duly
executed and delivered by the Voting Trust and constitute the legal, valid and
binding obligations of the Voting Trust enforceable against the Voting Trust in
accordance with their respective terms , except as such enforcement may be
limited by bankruptcy, insolvency, moratorium, reorganization and other similar
laws relating to or affecting the enforcement of creditor's rights generally,
and except that the availability of specific performance, injunctive relief or
other equitable remedies is subject to the discretion of the court before which
any such proceeding may be brought.

                  (c) Consents and Approvals. No consent, waiver, approval,
license or authorization of, or filing, registration or qualification with, or
notice to, any governmental unit or any other person is required to be made,
obtained or given by the Voting Trust in connection with the execution, delivery
and performance of this Agreement or any other documents and agreements to be
executed by the Voting Trust in connection with the transactions contemplated by
this Agreement that has not been heretofore obtained.

                  (d) No Violation. None of the execution, delivery or
performance of this Agreement or any other document or agreement to be executed
by the Voting Trust in connection with the transactions contemplated by this
Agreement does or will, with or without the giving of notice, lapse of time or
both, (i) violate, conflict with or constitute a default under any term or
provision of (a) the organizational documents of the Voting Trust or any other
agreement to which the Voting Trust is a party or by which it is bound or (b)
any term or provision of any judgment, decree, order, statute, injunction, rule
or regulation of a governmental unit applicable to the Voting Trust, or by which
it or they or its or their assets or properties are


                                     -17-
<PAGE>   22
bound or (ii) result in the creation of any lien or other encumbrance upon the
assets or properties of the Voting Trust, other than in favor of BRT.

                  (e) Status of SERS. No individual has an actuarial interest of
more than 9.8% in SERS.

            3.4 Survival of Representations and Warranties. All representations
and warranties made by the parties in this Agreement shall survive Closing for a
period of two years; provided that no party shall be liable for the breach of
any representation or warranty hereunder unless the total amount recoverable
from such breaching party with respect to all breaches of representations and
warranties hereunder exceeds, an aggregate of $225,000. Any and all liability of
Sellers and the Voting Trust hereunder after Closing shall be limited to and
enforceable only against the Collateral (as defined in the Pledge Agreement),
and by offset against the Deferred Purchase Price, and the Collateral shall be
pledged to BRT to secure the payment of any such liability, pursuant to a Pledge
Agreement in the form attached hereto as EXHIBIT "V".


                            SECTION 4.  CONDITIONS

            4.1 Conditions Precedent to BRT Obligations on the Closing Date. The
obligations of BRT to effect the transactions contemplated under this Agreement
at the Closing are subject to the fulfillment on or prior to the Closing of the
following conditions, any one or more of which may be waived in whole or in part
by BRT in writing:

                  (a) Title Insurance. Title to the Properties shall be good and
marketable and insurable as such by Commonwealth Land Title Insurance Company
free and clear of all liens, restrictions, easements, encroachments, exceptions
and other encumbrances other than Permitted Exceptions at regular rates under an
ALTA 1970 Form B (revised 10/17/70 and 10/17/84) title insurance policy, with
such title endorsements as BRT shall reasonably specify. For purposes of this
Agreement "Permitted Exceptions" means (i) for each of the Properties, the
existing leases with respect thereto as listed on EXHIBIT "L" and the mortgages,
liens, restrictions, easements, encroachments, exceptions and other encumbrances
listed on EXHIBIT "O" hereto with respect to such Property, and (ii) for each
Property, the lien of taxes not yet due and payable and applicable laws and
ordinances.

                  (b) No Material Adverse Change. There shall not have occurred
any material adverse change to the Properties, taken as a whole.

                  (c) Tenant Estoppels. Estoppel Certificates with respect to
the Properties in form and substance satisfactory to BRT shall have been
executed by the tenants of the Properties listed on EXHIBIT "P" hereto.


                                     -18-
<PAGE>   23
                  (d) Securities Purchase Agreement. The representations and
warranties of the Voting Trust under the Securities Purchase Agreement shall be
true and correct as of Closing.

                  (e) No SEC Integration Challenge. The SEC shall not have
asserted that the issuance of Shares pursuant to (and as defined in) the
Securities Purchase Agreement must be integrated with the sale of Common Shares
(as defined in the Securities Purchase Agreement) pursuant to the Registration
Statements, which assertion, if made, has not been resolved to the reasonable
satisfaction of the Company after the Company has used its best efforts to
accomplish such resolution.

            4.2 Conditions Precedent To Sellers and the Voting Trust Obligations
on the Closing Date. The obligations of Sellers and the Voting Trust to effect
the transactions contemplated under this Agreement at the Closing are subject to
the fulfillment on or prior to the Closing Date of the following conditions,
which may be waived by Sellers and the Voting Trust in writing:

                  (a) No Material Adverse Change. There shall not have occurred
any material adverse change to BRT or the properties owned by BRT and its
subsidiaries, taken as a whole.

                  (b) Exemption From Ownership Requirements. BRT, by action of
its Board of Trustees, shall have confirmed the Voting Trust is exempt from the
ownership requirements of BRT's Declaration of Trust pursuant to Section 6.6(k)
thereof, in the form attached hereto as EXHIBIT "P".

                  (c) Securities Purchase Agreement. The representations and
warranties of BRT under the Securities Purchase Agreement shall be true and
correct as of Closing. The conditions set forth in Section 4.11 of the
Securities Purchase Agreement shall have been satisfied as of Closing.

                  (d) Amendment to Partnership Agreement. The Partnership
Agreement of BRT OP shall have been amended in accordance with the form of
amendment attached as EXHIBIT "X".

                  (e) Certain Shareholders Approve Conversion. Safeguard
Scientifics, Inc. and Richard M. Osborne, Sr., and all entities holding shares
of BRT beneficially owned by Richard M. Osborne, Sr. shall have entered into an
agreement with the Voting Trust in the form of EXHIBIT "U".

                  (f) Blue Sky Compliance. BRT shall have complied with all
applicable requirements of federal and state securities or "blue sky" laws with
respect to the issuance of the Property Shares at the Closing.


                                     -19-
<PAGE>   24
                  (g) Registration Rights. The Registration Rights Agreement in
the form of EXHIBIT "W" attached hereto shall have been executed and delivered
by all the parties thereto and shall be in full force and effect.

                  (h) Opinions. Counsel for BRT shall have delivered to the
Voting Trust, as appropriate, written opinions, dated the Closing Date, in form
and substance satisfactory to the Voting Trust and its counsel, as appropriate,
substantially in the form attached hereto as EXHIBIT "Q".

            4.3 Mutual Conditions Precedent of the Parties on the Closing Date.
The obligations of BRT, Sellers and the Voting Trust to effect the transactions
contemplated under this Agreement at the Closing are subject to the fulfillment
on or prior to the Closing Date of the following conditions, any one or more of
which may be waived in whole or in part by BRT, Sellers and the Voting Trust in
writing:

                  (a) Concurrent Closings and Deliveries. All of the closing
documents to be delivered at the Closing shall have been executed and be
available for concurrent delivery.

                  (b) Representations and Warranties True as of Closing Date.
The representations and warranties of each of the parties contained in this
Agreement shall be true at and as of the Closing Date in all material respects,
with the same effect as though such representations and warranties were made as
of such date, provided that the representations and warranties of each of the
parties shall be modified at Closing as provided in their respective Closing
Certificates to reflect, as necessary, the operation of the Properties from the
date hereof through the Closing Date in accordance with Section 5 hereof.

                  (c) Closing Certificates. Each party to this Agreement shall
have executed and delivered a certificate dated as of the Closing Date (the
"Closing Certificate"), and signed by the President or other authorized officer,
as the case may be, certifying that its representations and warranties set forth
in this Agreement (and, as to BRT and the Voting Trust in the Securities
Purchase Agreement) remain true and correct in all material respects, as may be
modified by information relating to events after the date hereof set forth in
the Closing Certificate. The ability of the parties to modify their
representations and warranties in a Closing Certificate to reflect events
occurring after the date hereof shall not affect the other conditions set forth
in this Section 4.

                  (d) Confirmations. BRT shall have received confirmation that
the transactions contemplated hereby will not require approval of BRT's
shareholders under the rules of the American Stock Exchange.

                  (e) American Stock Exchange Listing. On or prior to the
Closing Date, the Common Shares into which the Property Shares are convertible
and the Common Shares for which the Warrant is exercisable or exchangeable shall
have been approved for listing on the American Stock Exchange.


                                     -20-
<PAGE>   25
                   SECTION 5.  OPERATIONS PRIOR TO TRANSFER

            5.1   Property Operations.

                  (a) Except as otherwise expressly provided herein, between the
date hereof and the Closing Date, Sellers shall operate their respective
Properties in the ordinary course in a manner consistent with past practice,
maintaining the Properties in the same state of repair, order and condition as
they are on the date hereof, reasonable wear and tear, damage by fire or other
casualty excepted. Without limiting the foregoing, the applicable owner shall
not defer any required maintenance or repair unless such maintenance or repair
would otherwise be deferred in the ordinary course of business. Sellers shall
maintain or have maintained, their books and records in accordance with past
practice and use diligent efforts to maintain in full force and effect all
authorizations and all insurance policies with respect to their respective
Properties.

                  (b) Without in each case obtaining the prior written consent
of BRT, which shall not be unreasonably withheld, no Seller shall enter into new
Leases or modify, cancel, waive any material default under, accept any rental
more than thirty (30) days in advance of its accrual date or accept early
surrender of any of the Leases; provided that Sellers may enter into Leases for
5,000 square feet of space or less provided that such Leases are on terms and
conditions consistent with the leasing pro forma provided by Sellers for the
applicable Property.

                  (c) Sellers shall notify BRT of any material change in any of
the information set forth in Section 3 hereof or any of the Exhibits attached
hereto with respect to their respective Properties, promptly after such party
has knowledge of such material change. Sellers shall promptly deliver to BRT
copies of all default notices and other material written communications sent or
received by them with respect to their respective Properties.

            5.2   Casualty or Condemnation.

                  (a) If prior to the Closing Date there shall be any damage or
destruction to a Property by fire or other casualty, Sellers shall give prompt
notice thereof to BRT. Unless such damage or destruction results in a material
adverse change to the Properties taken as a whole, such damage or destruction
shall in no way void or impair this Agreement or reduce the number of Property
Shares to be issued with respect to such Property. In such event, subject to
BRT's right to participate in the adjustment of the loss with the applicable
insurance companies involved and approve the manner of repair and restoration,
Sellers shall settle with the insurance companies and apply the insurance
proceeds to promptly and diligently repair and restore, or commence to repair
and restore, the affected Property to its condition and character immediately
prior to the damage or destruction. If such repair and restoration is not
completed by the Closing Date, then on the Closing Date the owner of the
affected Property shall pay over to BRT the amount of the insurance proceeds
collected to the extent such proceeds have not yet been applied to the repair
and restoration of the affected Property, (and if any such proceeds


                                     -21-
<PAGE>   26
have not been collected, the owner of the affected Property shall assign to BRT
all its right, title and interest in and to the same).

                  (b) If prior to the Closing Date condemnation or eminent
domain proceedings are commenced against any Property, the Seller in question
shall give prompt notice thereof to BRT. Unless the taking contemplated by such
condemnation or eminent domain proceeding would result in a material adverse
change to the Properties taken as a whole, no such condemnation or eminent
domain proceeding shall void or impair this Agreement, or reduce the number of
Property Shares to be issued with respect to such Property, provided that the
owner of the affected Property shall be relieved from any obligation hereunder
to convey title to the portion of any such Property so taken. BRT shall have the
right to participate in the negotiation of the award to be made for such taking,
and the owner of the affected Property shall not agree to any proposed award or
execute a deed in lieu of foreclosure without BRT's prior written consent. Any
condemnation award payable with respect to the taking of a Property shall be
assigned to BRT.

        SECTION 6.  CLOSING; CLOSING DELIVERIES; ADJUSTMENTS; EXPENSES

            6.1 Closing. The closing for the transfer of all of the Properties
(the "Closing"), shall take place at the offices of Wolf, Block, Schorr and
Solis-Cohen, 12th Floor Packard Building, 15th & Chestnut Streets, Philadelphia,
PA at 10:00 a.m., on November 14, 1996, or on such other date or at such other
time or place as may be agreed upon in writing by the parties hereto (the
"Closing Date").

            6.2 Closing Documents. In addition to the opinions, certificates and
other documents and instruments referred to in Section 4 of this Agreement, at
the Closing, the parties shall also execute and deliver, or cause to be executed
and delivered, the following documents:

                  (a) Deeds and Assignments. Deeds and Assignment Agreements in
respect of each of the Properties in substantially the forms attached hereto as
EXHIBITS "R-1" and "R-2".

                  (b) Mechanics' Liens. Sellers will furnish such affidavits,
indemnities and collateral as Commonwealth Land Title Insurance Company may
require to insure title to the Properties in BRT OP (or its subsidiaries) free
and clear of the possibility of mechanic's liens.

                  (c) Bill of Sale. A bill of sale prepared by BRT's counsel in
form acceptable to Sellers, assigning, conveying and transferring to Buyer, all
of the Personal Property and the Names.

                  (d) Original Leases. All Leases, tenant files, tenant
correspondence and repair records.


                                     -22-
<PAGE>   27
                  (e) Original Licenses, Service Contracts. All licenses with
respect to the Properties, and such of the Service Contracts as BRT shall
request.

                  (f) Assignment of Leases. An assignment agreement prepared by
BRT's counsel in form acceptable to Sellers (the "Assignment"), duly exercised
by Sellers and BRT, assigning, conveying and transferring to BRT the Leases, and
BRT shall assume the obligations and liabilities of Seller arising after the
Closing Date under them.

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

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

                  (i) Corporate Clearance. Such evidence, indemnification and
other undertaking as Commonwealth Land Title Insurance Company may require to
insure title in BRT OP (or its subsidiary) free and clear of any liability for
taxes owing by any Seller to the Commonwealth of Pennsylvania.

                  (j) Title Insurance Certificates. Such reasonable and
customary affidavits of title or other certifications as shall be required by
Commonwealth Land Title Insurance Company to insure BRT's title to the
Properties as set forth in Section 4.1(a), and to provide affirmative
endorsements for (a) no violation of existing covenants, conditions and
restrictions, and future violation not to result in forfeiture of title, (b)
removal of any exceptions for matters which an accurate survey would disclose,
(c) "Fairways" endorsements, and such other endorsements as BRT shall reasonably
request.

                  (k) Updated Rent Roll. An updated schedule of Leases,
containing all information required to be set forth in EXHIBIT "L which schedule
is correct and complete as of the date of closing.

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

                  (m) Keys. All keys and combinations to all locks to the
Properties.


                                     -23-
<PAGE>   28
                  (n) Tax Bills. Current tax bills and, if available, tax bills
for each of the years of Sellers' ownership of the Properties.

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

                  (p) Contract Documents. All Contract Documents in possession
of Sellers.

            6.3 Adjustments. The following terms shall be prorated on a per diem
basis at Closing, as of the close of business of the day immediately preceding
Closing except as otherwise set forth below:

                  (a) Rent Under Leases. Delinquent rents under Leases will not
be prorated, but after Closing, BRT will pay promptly to the Seller in question
(i) the first money collected from any tenant which as of Closing was delinquent
only for the month in which Closing occurred, up to the amount of such
delinquency and (ii) sums collected within ninety (90) days following Closing in
excess of all sums owing after Closing, from any tenant which, as of Closing,
was delinquent for more than the month in which Closing occurred, up to the
amount of such delinquency. Except as herein expressly provided, BRT shall be
under no obligation to collect rents in arrears for the benefit of Sellers.
Except for the adjustment of escalation payments as provided below, Sellers
shall have no claim to any rent collected more than ninety (90) days following
the Closing Date.

                  (b) All security deposits under Leases and all interest
required to be paid thereon pursuant to the terms of such Leases shall be paid
over to BRT on the Closing Date; and

                  (c) Sellers shall have paid prior to Closing all taxes and
assessments and water and sewer charges, including assessments payable in
installments, which are to become due and payable and/or a lien against any
Property, provided the first installment of such assessment has become due and
payable as of Closing. Real estate taxes, assessments and municipal water and
sewer charges for the current tax years will be prorated.

                  (d) Sellers will use reasonable efforts to cause all utility
meters to be read as of the end of the day preceding Closing, or as close
thereto (whether before or after) as practicable, and the parties will adjust
utility charges on the basis of such readings and reasonable estimates to
approximate the result that Sellers shall bear all utility charges through the
day preceding Closing and BRT shall bear utility charges thereafter. Utility
deposits, if any, will be assigned to BRT and reimbursed to Sellers.


                                     -24-
<PAGE>   29
                  (e) If BRT shall elect to take assignment of any insurance
policy or contract, the premiums or sums payable (or receivable) thereunder will
be prorated on a per diem basis such that Sellers will bear all expenses through
the day preceding the Closing and BRT will bear all expenses thereafter.

                  (f) Amounts paid or payable in respect of any Service
Contracts assigned and assumed by BRT in accordance herewith.

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

                        If Sellers shall have collected escalation payments for
period prior to Closing in excess of the amount to which Sellers are entitled,
whether pursuant to estimates which were in excess of the amounts actually
required to be paid, or otherwise, there shall be an adjustment and payment to
BRT at Closing for such excess. If the charges were not billed or have not been
collected as of the date of Closing, then, when the amount of such escalation
payments is determined and collected by BRT from tenants, BRT will, upon
collection, remit to Sellers the portion thereof to which Sellers is entitled to
the date of Closing. BRT shall have the right, in good faith, to settle or
adjust any amount of such escalation payments due from any tenant without
Sellers' prior consent, provided that such settlement or adjustment applies
ratably to all amounts of escalation payments due from such tenant. Escalation
payments will ultimately be prorated between the parties on the basis of the
proportions in which each party bore the expense in question.

                  (h) The parties shall endeavor to jointly prepare a schedule
of prorations for the Properties no less than five (5) days prior to closing. As
to any matter to be prorated hereunder which cannot be determined with certainty
as of Closing, the parties will estimate such matter as of Closing and will
thereafter adjust such estimated proration promptly after such matter can be
determined with certainty. The parties shall correct any errors in prorations as
soon after the Closing as amounts are finally determined.

            6.4 Expenses. Transfer taxes payable with respect to the conveyance
of the Properties shall be divided equally between the Sellers and BRT;
provided, however, that if Closing shall occur under the Securities Purchase
Agreement, and if in connection with such Closing thereunder Common Shares are
issued, then at such Closing BRT will pay to the Voting Trust the sum of Two
Hundred Ten Thousand Dollars ($210,000) in partial reimbursement of the realty
transfer taxes paid by Sellers at Closing hereunder. BRT shall pay the cost of
title insurance and recording costs of the deeds. BRT will pay its own due
diligence expenses. Other closing expenses will be allocated to the party who
would customarily pay such expense under local practice. Each party will pay the
fees and expenses of its own counsel, except that if Closing occurs, BRT will
reimburse the Voting Trust at Closing for the reasonable costs incurred


                                     -25-
<PAGE>   30
by Sellers and Voting Trust for the fees and expenses of counsel in connection
with the transactions described hereby. Otherwise each party shall be
responsible for all expenses incurred by it in connection with this Agreement
and the transactions contemplated hereby, including without limitation the fees
and expenses of such party's accountants, attorneys and other advisors;
provided, however, that if Closing occurs, BRT will reimburse the Voting Trust
the sum of $242,500 paid or payable by SERS to consultants.

            6.5 Indemnification for Seller's Tax Obligations. Sellers shall
indemnify, defend and save and hold harmless BRT from any loss, cost, liability
or expense (including, without limitation, reasonable counsel fees and court
costs) incurred, paid or suffered by BRT arising out of or by reason of any
claim made by the Pennsylvania Department of Revenue or by any other state
taxing or employment authorities asserting or indicating any claims or possible
claims for unpaid taxes, penalties, interest or court costs related thereto of
Sellers, the Voting Trust, SERS or any related party, due the Commonwealth of
Pennsylvania or its political subdivisions. The provisions of this Section 6.5
shall specifically survive Closing hereunder.

                             SECTION 7. COVENANTS

            7.1 BRT Covenants. BRT hereby makes the following covenant to
Sellers and the Voting Trust: during the Due Diligence Period, BRT will
diligently endeavor to obtain the confirmation from the American Stock Exchange
described in subsection 4.3(e) hereof.

            7.2 Mutual Covenant - Best Efforts To Close. Each party to this
Agreement hereby covenants to use its best efforts (i) to cause to be fulfilled
any condition to Closing which is under the control or influence of such party
and (ii) to consummate Closing hereunder so long as the conditions to such
party's obligation are fulfilled.

            7.3 Morgan Stanley Transactions. RAI specifically acknowledges and
agrees that the Voting Trust and RAI as voting trustee of the Voting Trust are
aware of and have no right to consent to or otherwise approve the investment
transactions with the Morgan Stanley Funds referred to in the Registration
Statements.

                      SECTION 8. MATTERS TO BE COMPLETED

            8.1. Matters to be Completed. Prior to Closing, BRT will review the
documents and materials described on EXHIBIT "Z" hereto and will promptly notify
Sellers' if any information contained in any such documents materially adversely
affects the value of the Properties (other than any impairment of future
development potential). Sellers may, but need not, remedy the matter in question
or compensate BRT therefor, and if Sellers shall not so remedy or so compensate
BRT in a manner reasonably satisfactory to BRT, then BRT may terminate this
Agreement by notice to Sellers and thereupon the Deposit shall be returned to
BRT.


                                     -26-
<PAGE>   31
                 SECTION 9. SELLERS' OR VOTING TRUST'S DEFAULT

            9.1 Sellers' or Voting Trust's Default. If Sellers or the Voting
Trust shall fail to consummate Closing in accordance with this Agreement or
shall fail to observe or perform any of their covenants or obligations under
this Agreement to be observed or performed at or prior to Closing, BRT as its
sole and exclusive remedies may (i) seek specific performance of this Agreement,
or (ii) enforce any other remedy available at law or in equity, provided,
however, that unless such failure to consummate Closing constitutes a breach of
Sellers' or the Voting Trust's covenant under subsection 7.2 hereof, the
remedies of BRT under this clause (ii) will be limited to the return of the
Deposit to BRT and payment to BRT of the additional sum of $100,000 as
liquidated damages for such default.

                        SECTION 10.  GENERAL PROVISIONS

            10.1 Notices. Any notice, request, demand, waiver, consent, approval
or other communication which is required or permitted hereunder shall be in
writing and shall be deemed given only if delivered personally, sent by
reputable next business day delivery service or by telegram or by registered or
certified mail, postage prepaid, as follows:

                  If to BRT, to:

                  Brandywine Realty Trust
                  16 Campus Boulevard
                  Suite 150
                  Newtown Square, PA  19073
                  Attn: Gerard H. Sweeney,
                        President and Chief Executive Officer

                  With a required copy to:

                  Pepper, Hamilton & Scheetz
                  3000 Two Logan Square
                  18th & Arch Streets
                  Philadelphia, PA 19103-2799
                  Attn: Michael H. Friedman, Esq.

                  If to the Sellers or Voting Trust, to:

                  RAI Real Estate Advisers, Inc.
                  259 Radnor-Chester Road
                  Suite 200
                  Radnor, PA  19087
                  Attn: Richard K. Layman


                                     -27-
<PAGE>   32
                  With a required copy to:

                  Wolf, Block, Schorr, and Solis-Cohen
                  12th Floor Packard Building
                  S.E. Corner 15th and Chestnut Streets
                  Philadelphia, PA 19102
                  Attn: Jason M. Shargel, Esq.

            10.2 Confidentiality. The parties to this Agreement acknowledge that
certain of the information that may be made available to them in connection with
their due diligence investigation or otherwise is proprietary and includes
confidential information. The parties shall hold all such information in
confidence and shall not disclose it to any person before the Closing without
the approval of the other parties, as applicable; provided, however, that the
foregoing restriction shall not apply to (i) any information that is or becomes
publicly known or that is lawfully obtained from a third party, (ii) to any
disclosure required by law or in connection with the enforcement of any party's
rights under this Agreement or (iii) any information required, in the reasonable
judgment of BRT's counsel, to be included in the Registration Statement on Form
S-11, as amended or in any Preliminary or Final Prospectus pertaining thereto.
Prior to the Closing, none of the parties (or any of their respective
affiliates) shall make any public announcement or disclosure relating to the
transactions contemplated herein without the prior agreement of each other party
hereto, except as required by law, provided that each other party shall use its
best efforts to consult with the other in advance of any disclosure required by
law.

            10.3 Entire Agreement. This Agreement, together with the Exhibits
and certificates referred to herein or delivered pursuant hereto, constitute the
entire agreement between the parties hereto with respect to its subject matter
and supersede all prior and contemporaneous agreements and understandings with
respect to the subject matter thereof.

            10.4 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original copy of this
Agreement, and all of which, when taken together, shall be deemed to constitute
but one and the same Agreement.

            10.5 Governing Law. This Agreement is made pursuant to, and shall be
construed and enforced in accordance with, the laws of the Commonwealth of
Pennsylvania (and United States federal law, to the extent applicable),
irrespective of the principal place of business, residence or domicile of the
parties hereto, and without giving effect to otherwise applicable principles of
conflicts of laws. Nothing contained herein or in any other document
contemplated hereunder shall prevent or delay any party from seeking, in any
court of competent jurisdiction, specific performance or other equitable
remedies in the event of any breach or intended breach by any party of any of
their respective obligations hereunder.

            10.6 Section Headings, Captions and Defined Terms. The section
headings and captions contained herein are for reference purposes only and shall
not in any way affect the meaning and interpretation of this Agreement. The
terms defined herein and in any agreement executed in connection herewith
include the plural as well as the singular and the use of masculine pronouns
include the feminine and neuter. Except as otherwise indicated, all


                                     -28-
<PAGE>   33
agreements defined herein refer to the same as from time to time amended or
supplemented or the terms thereof waived or modified in accordance herewith and
therewith.

            10.7 Amendments. Modifications and Waiver. The parties may amend or
modify this Agreement in any respect. No such amendment or modification shall be
effective unless in writing and signed by the party against which such amendment
or modification is to be enforced. The waiver by any party of any provision of
this Agreement shall not constitute or operate as a waiver of any other
provision hereof, nor shall any failure to enforce any provision hereof operate
as a waiver of such provision or of any other provision.

            10.8 Severability. The invalidity or unenforceability of any
particular provision, or part of any provision, of this Agreement shall not
affect the other provisions or parts hereof, and this Agreement shall be
construed in all respects as if such invalid or unenforceable provisions or
parts were omitted.

            10.9 Liability of Trustees, etc. No recourse shall be had for any
obligation of BRT hereunder, or for any claim based thereon or otherwise in
respect thereof, against any past, present or future trustee, shareholder,
officer or employee of BRT, whether by virtue of any statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liability
being expressly waived and released by each other party hereto.

            10.10 Non-Recourse. No recourse shall be had for any obligation of
the Sellers or the Voting Trust hereunder, or for any claim based thereon or in
respect thereof, against RAI, SERS, or any past, present or future trustee,
stockholder, officer or employee of either or against any other person or
entity, except for the payment by Sellers or the Voting Trust of any amounts due
under clause (ii) of Section 9.1 hereof or as provided in the following
sentence, whether by virtue of any statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise, all such other liability being
expressly waived and released by each other party hereto. After Closing,
recourse for any obligation or liability of the Sellers or the Voting Trust
hereunder shall be enforceable only against the collateral (as defined in the
Pledge Agreement), and by offset against the Deferred Purchase Price.

            10.11 Exhibits Incorporated. All exhibits attached hereto are hereby
incorporated into and made a part of this Agreement.


                                     -29-
<PAGE>   34
            IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement, all as of the date first written above.

                                    BRANDYWINE REALTY TRUST

                                    By:  /s/ Gerard H. Sweeney
                                       -----------------------------------------
                                    Title: President/CEO
                                          --------------------------------------

                                    GREENWOOD SQUARE CORPORATION

                                    By:  /s/ Kathleen M. Hands
                                       -----------------------------------------
                                    Title: Vice President
                                          --------------------------------------

                                    BCBC HOLDING COMPANY

                                    By:  /s/ Kathleen M. Hands
                                       -----------------------------------------
                                    Title: Vice President
                                          --------------------------------------

                                    500 NORTH GULPH ROAD HOLDINGS, INC.

                                    By:  /s/ Kathleen M. Hands
                                       -----------------------------------------
                                    Title: Vice President
                                          --------------------------------------

                                    RAI REAL ESTATE ADVISERS, INC.

                                    By:  /s/ Richard K. Layman
                                       -----------------------------------------
                                    Title: President
                                          --------------------------------------

                                     -30-
<PAGE>   35
                                 EXHIBIT LIST

Exhibit A:    Legal Description - Greenwood Property
Exhibit B:    Legal Description - BCBC Property
Exhibit C:    Legal Description - North Gulph Property
Exhibit D-1:  Articles Supplementary (Property Shares)
Exhibit D-2:  Standstill Agreement
Exhibit E:    Form of Capital Escrow Agreement
Exhibit F:    Form of Warrant

Exhibit G:    BRT Disclosure Schedule
Exhibit H:    BRT Rent Rolls
Exhibit I:    Insurance Policies Relating to BRT Properties
Exhibit J:    BRT Properties
Exhibit K-1:  List of Environmental Site Assessments of the Properties
Exhibit K-2:  Sellers' Disclosure Schedule
Exhibit K-3:  List of Engineering Studies and Reports of the Properties
Exhibit L:    Sellers' Rent Rolls
Exhibit M:    Sellers' Litigation
Exhibit N:    Insurance Policies Relating to Properties
Exhibit O:    Permitted Exceptions on Properties
Exhibit P:    Required Tenant Estoppels
Exhibit Q:    Form of Opinion
Exhibit R-1:  Form of Deed
Exhibit R-2:  Form of Assignment and Assumption Agreement
Exhibit S:    Sellers' Service Contracts


                                     -31-
<PAGE>   36
Exhibit T:  Deposit Escrow Agreement
Exhibit U:  Form of  Agreement of Safeguard Scientifics, Inc. and 
            Richard M. Osborne
Exhibit V:  Form of Pledge Agreement
Exhibit W:  Form of Registration Rights Agreement
Exhibit X:  Form of Amendment to Partnership Agreement of BRT OP
Exhibit Y:  Form of Confirmation of Voting Trust Exemption from Ownership
            Requirements
Exhibit Z:  Remaining Due Diligence Items


                                        -32-
