
<PAGE>   1
                                                                    EXHIBIT 10.1





                             CONTRIBUTION AGREEMENT
<PAGE>   2

                               TABLE OF CONTENTS


<TABLE>
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<S>                                                                                                                  <C>
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-

</TABLE>

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<TABLE>
<S>                                                                                                                  <C>
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-
</TABLE>





                                       -ii-
<PAGE>   4


<TABLE>
         <S>     <C>                                                                                                 <C>
         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-
</TABLE>















                                       -iii-
<PAGE>   5


                             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

<PAGE>   6

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





                                      -2-
<PAGE>   7

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





                                      -3-
<PAGE>   8

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





                                      -4-
<PAGE>   9


                          (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.





                                      -5-
<PAGE>   10


                   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





                                      -6-
<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.





                                      -7-
<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

<TABLE>
<S>              <C>
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
</TABLE>





                                      -31-
<PAGE>   36


<TABLE>
<S>              <C>
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
</TABLE>





                                      -32-
