EXHIBIT 10.1


                              $450,000,000 (F1)

                    LIBERTY PROPERTY LIMITED PARTNERSHIP

                    (a Pennsylvania Limited Partnership)

                             MEDIUM TERM NOTES


                           DISTRIBUTION AGREEMENT
                           ----------------------

January 12, 1998


LEHMAN BROTHERS
Lehman Brothers Inc.
Three World Financial Center
New York, New York 10285

DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
277 Park Avenue
New York, New York 10172

FIRST CHICAGO CAPITAL MARKETS, INC.
One First National Plaza
Chicago, Illinois  60670

J.P. MORGAN SECURITIES INC.
60 Wall Street
New York, New York  10260

UBS SECURITIES LLC
299 Park Avenue
New York, New York  10171

(F1)  Or the U.S. dollar equivalent in certain specified foreign 
currencies or currency units.

Dear Sirs:

Liberty Property Trust, a Maryland real estate investment trust (the 
"Company"), and Liberty Property Limited Partnership, a Pennsylvania 
limited partnership (the "Operating Partnership" and, together with the 
Company, the "Transaction Entities"), each wish to confirm as follows 
its agreement with Lehman Brothers Inc., Donaldson, Lufkin & Jenrette 
Securities Corporation, First Chicago Capital Markets, Inc., J.P. Morgan 
Securities Inc. and UBS Securities LLC (individually, an "Agent" and 
collectively, the "Agents"), with respect to the issuance and sale by 
the Operating Partnership, directly to certain purchasers, including the 
Agents, of an aggregate of $450,000,000 (F1) in gross proceeds of the 
Operating Partnership's Medium-Term Notes (the "Notes").  The Notes are 
to be issued from time to time pursuant to an Indenture, dated as of 
October 24, 1997, as supplemented by a First Supplemental Indenture, 
dated as of October 24, 1997, and a Second Supplemental Indenture, dated 
as of January 12, 1998 (together, the "Indenture"), between the 

Operating Partnership and The First National Bank of Chicago, as trustee 
(the "Trustee").

The Notes shall have the maturity ranges, applicable interest rates or 
interest rate formulas, specified currencies, issue prices, redemption 
and repayment provisions and other terms set forth in the Prospectus 
referred to in Section 1(a) as it may be amended or supplemented from 
time to time, including any supplement providing for the interest rate, 
maturity and other terms of any Note (a "Pricing Supplement").  The 
Notes will be issued, and the terms thereof established, from time to 
time, by the Operating Partnership in accordance with the Indenture and 
the Procedures referred to below.  This Agreement shall only apply to 
sales of the Notes and not to sales of any other securities or evidences 
of indebtedness of the Operating Partnership and only on the specific 
terms set forth herein.

Subject to the terms and conditions stated herein and to the reservation 
by the Operating Partnership of the right to sell its Notes directly on 
its own behalf, the Operating Partnership hereby (i) appoints each of 
the Agents, on a non-exclusive basis, as the agent of the Operating 
Partnership for the purpose of soliciting and receiving offers to 
purchase Notes from the Operating Partnership and (ii) agrees that 
whenever the Operating Partnership determines to sell Notes directly to 
an Agent as principal it will enter into a separate agreement with such 
Agent (each, a "Purchase Agreement").  Each such Purchase Agreement, 
whether oral (in which case such Purchase Agreement shall be confirmed 
in writing within one business day of such Purchase Agreement, which may 
be by facsimile transmission) or in writing, shall be with respect to 
such information (as applicable) as specified in Exhibit C hereto, 
relating to such sale in accordance with Section 2(e) hereof.

Capitalized terms used but not otherwise defined herein shall have the 
meanings given to those terms in the Prospectus (as defined below).

1.  REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE TRANSACTION 
ENTITIES.  Each of the Transaction Entities, jointly and severally, 
represents and warrants to each Agent, and agrees, as of the date 
hereof, as of the Closing Date (defined herein) and as of the times 
referred to in Sections 6(a) and 6(b) hereof (the Closing Date and each 
such time being hereinafter sometimes referred to as a "Representation 
Date"), as follows:

a)  Registration statements on Form S-3 (Nos. 333-22211 and 333-43267) 
(together, the "Registration Statement"), and any amendments thereto, 
with respect to one or more series of debt securities of the Operating 
Partnership, including the Notes, has (i) been prepared by the 
Transaction Entities in conformity with the requirements of the United 
States Securities Act of 1933, as amended (the "Securities Act") and the 
rules and regulations (the "Rules and Regulations") of the United States 
Securities and Exchange Commission (the "Commission") thereunder, (ii) 
been filed with the Commission under the Securities Act and (iii) become 
effective under the Securities Act; and the Indenture has been qualified 
under the Trust Indenture Act of 1939, as amended (the "Trust Indenture 
Act").  Copies of such registration statement and any amendments thereto 
have been delivered by the Operating Partnership to you.  As used in 
this Agreement, "Effective Time" means, for such registration statement, 
the date and the time as of which such registration statement, or the 
most recent post-effective amendment thereto, if any, was declared 
effective by the Commission; "Effective Date" means, for such 
registration statement, the date of the Effective Time; "Registration 
Statement" means such registration statement when it became effective 
under the Securities Act, and as from time to time amended or 
supplemented thereafter (if any post-effective amendment to such 
registration statement has been filed with the Commission prior to the 
execution and delivery of this Agreement, the time the most recent such 
amendment has been declared effective by the Commission), including any 
documents incorporated by reference therein at such time and all 
information contained in the final prospectus filed with the Commission 
pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a 
part of such registration statement as of the Effective Time pursuant to 
paragraph (b) of Rule 430A of the Rules and Regulations, and shall 
include any registration statement filed pursuant to Rule 462(b) of the 
Rules and Regulations with respect to the Registration Statement; "Basic 
Prospectus" means the prospectus (including all documents incorporated 
therein by reference) included in the Registration Statement; and 
"Prospectus" means the Basic Prospectus and any amendments or 
supplements thereto (including the applicable Pricing Supplement) 
relating to the Notes, as filed with the Commission pursuant to 
paragraph (b) of Rule 424 of the Rules and Regulations.  Any reference 
herein to the Registration Statement or the Prospectus shall be deemed 
to include the documents incorporated or deemed to be incorporated by 
reference therein which were filed under the Securities and Exchange Act 
of 1934, as amended (the "Exchange Act").  Any reference herein to 
amending or supplementing the Prospectus shall be deemed to include the 
filing of materials incorporated by reference in the Prospectus after 
the Closing Date (defined herein) and any reference herein to any 
amendment or supplement to the Prospectus shall be deemed to include any 
such materials incorporated by reference in the Prospectus after the 
Closing Date (defined herein).  For purposes of this Agreement, all 
references to the Registration Statement, the Prospectus or any 
amendment or supplement to any of the foregoing shall be deemed to 
include the copy filed with the Commission pursuant to its Electronic 
Data Gathering, Analysis and Retrieval system ("EDGAR").

b)  The Registration Statement conforms in all material respects, and 
each Prospectus and any further amendments or supplements to the 
Registration Statement or any Prospectus will conform, when they become 
effective or are filed with the Commission, as the case may be, and as 
of the applicable Representation Date and at all times during each 
period during which, in the opinion of counsel for the Agents, a 
prospectus relating to the Notes is required to be delivered under the 
Securities Act (each, a "Marketing Period"), in all material respects to 
the requirements of the Securities Act, the Exchange Act, the Trust 
Indenture Act, and the rules and regulations of the Commission under 
such Acts, and do not and will not, as of the Effective Date (as to the 
Registration Statement and any amendment thereto) and as of the 
applicable filing date (as to the Prospectus and any amendment or 
supplement thereto), and as of the applicable Representation Date and at 
all times during each Marketing Period, contain an untrue statement of a 
material fact or omit to state a material fact required to be stated 
therein or necessary to make the statements therein not misleading (with 
respect to the Prospectus, in light of the circumstances under which 
they were made); provided that no representation or warranty is made as 
to information contained in or omitted from the Registration Statement 
or the Prospectus in reliance upon and in conformity with written 
information furnished to the Operating Partnership through the Agents by 
or on behalf of any Agent specifically for inclusion therein.  The 
Indenture conforms in all material respects to the requirements of the 
Trust Indenture Act and the rules and regulations thereunder; provided, 
however, that no representation or warranty is made as to information 
contained in or omitted from that part of the Registration Statement 
which shall constitute the Statement of Eligibility and Qualification on 
Form T-1 under the Trust Indenture Act of the Trustee under the 
Indenture.  The Prospectus delivered to the Agents for use in connection 
with this offering was identical to the electronically transmitted 
copies thereof filed with the Commission pursuant to EDGAR, except to 
the extent permitted by Regulation S-T.

c)  The documents incorporated or deemed to be incorporated by reference 
into the Registration Statement or any Prospectus have been, and will be 
as of the applicable Representation Date and at all times during each 
Marketing Period, prepared by the Operating Partnership in conformity in 
all material respects with the applicable requirements of the Securities 
Act and the Rules and Regulations and the Exchange Act and the rules and 
regulations of the Commission thereunder; and none of such documents 
contained, or will contain as of the applicable Representation Date and 
at all times during each Marketing Period, an untrue statement of a 
material fact or omitted, or will omit, to state a material fact 
required to be stated therein or necessary to make the statements 
therein, in the light of the circumstances under which they were made, 
not misleading; and such documents have been, or will be, as of the 
applicable Representation Date and at all times during each Marketing 
Period, timely filed as required thereby.

d)  No stop order suspending the effectiveness of the Registration 
Statement or any part thereof has been issued and no proceeding for that 
purpose has been instituted or, to the knowledge of either of the 
Transaction Entities, threatened by the Commission or by the state 
securities authority of any jurisdiction.  No order preventing or 
suspending the use of the Prospectus has been issued and no proceeding 
for that purpose has been instituted or, to the knowledge of either of 
the Transaction Entities, after due inquiry of the Commission, 
threatened by the Commission or by the state securities authority of any 
jurisdiction.

e)  The Company has been duly formed and is validly existing as a real 
estate investment trust in good standing under the laws of the State of 
Maryland, is duly qualified to do business and is in good standing in 
each jurisdiction in which its ownership or lease of property or the 
conduct of its business requires such qualification, and has all power 
and authority necessary to own or hold its properties, to conduct the 
business in which it is engaged and to enter into and perform its 
obligations under this Agreement.  None of the subsidiaries of the 
Company (other than the Operating Partnership, Liberty Property 
Development Corp. ("Development Corp."), Liberty Property Development 
Corp.-II ("Development-II") and Liberty Special Purpose Corp. ("SP 
Corp.")) is a "significant subsidiary," as such term is defined in Rule 
405 of the Rules and Regulations.  Except as described in the Prospectus 
and other than the Property Affiliates (as defined below), and the 
Operating Partnership, Development Corp., Development-II and SP Corp., 
the Company owns no direct or indirect equity interest in any entity, 
except for such interests as, in the aggregate, are not material to the 
condition, financial or otherwise, or the earnings, assets, business 
affairs or business prospects of the Company and its subsidiaries 
considered as a single enterprise.

f)  All of the issued shares of beneficial interest of the Company have 
been duly and validly authorized and issued, and are fully paid and non-
assessable.  The description of the Common Shares conforms to the 
description thereof contained in the Prospectus.  Except as disclosed in 
the Prospectus, no shares of beneficial interest of the Company are 
reserved for any purpose and except for the equity interests in the 
Operating Partnership ("Units") and the Operating Partnership's 
Exchangeable Subordinated Debentures due 2001 (the "Debentures"), there 
are no outstanding securities convertible into or exchangeable for any 
shares of beneficial interest of the Company.  Except for transactions 
described in the Prospectus and transactions in connection with stock 
option and other benefit plans, there are no outstanding options, rights 
(preemptive or otherwise) or warrants to purchase or subscribe for 
shares of beneficial interest or any other securities of the Company.

g)  The Operating Partnership has been duly formed and is validly 
existing as a limited partnership in good standing under the laws of the 
Commonwealth of Pennsylvania, is duly qualified to do business and is in 
good standing as a foreign limited partnership in each jurisdiction in 
which its ownership or lease of property or the conduct of its business 
requires such qualification, and has all partnership power and authority 
necessary to own or hold its properties, to conduct the business in 
which it is engaged and to enter into and perform its obligations under 
this Agreement.  The Company is the sole general partner of the 
Operating Partnership.  The agreement of limited partnership of the 
Operating Partnership, as amended to date (the "Operating Partnership 
Agreement") is in full force and effect, and the aggregate percentage 
interests of the Company and the limited partners in the Operating 
Partnership are as set forth in the Prospectus.  All of the Units have 
been duly and validly authorized and issued, are fully paid and, to the 
extent that such interests are owned by the Company, are owned by the 
Company free and clear of all liens, encumbrances, equities or claims.

h)  Development Corp. has been duly organized and is validly existing as 
a corporation in good standing under the laws of the Commonwealth of 
Pennsylvania, is duly qualified to do business and is in good standing 
in each jurisdiction in which its ownership or lease of property or the 
conduct of its business requires such qualification, and has all 
corporate power and authority necessary to own or hold its properties 
and to conduct the business in which it is engaged.  All of the issued 
and outstanding capital stock of Development Corp. has been duly 
authorized and validly issued and is fully paid and non-assessable, has 
been offered and sold in compliance with all applicable laws (including, 
without limitation, federal or state securities laws) and all of the 
capital stock of Development Corp. owned by the Operating Partnership, 
as described in the Prospectus, is owned free and clear of any security 
interest, mortgage, pledge, lien, encumbrance, claim, restriction or 
equities.  No shares of capital stock of Development Corp. are reserved 
for any purpose, and there are no outstanding securities convertible 
into or exchangeable for any capital stock of Development Corp., and no 
outstanding options, rights (preemptive or otherwise) or warrants to 
purchase or to subscribe for shares of such capital stock or any other 
securities of Development Corp.

i)  Development-II has been duly organized and is validly existing as a 
corporation in good standing under the laws of the Commonwealth of 
Pennsylvania, is duly qualified to do business and is in good standing 
in each jurisdiction in which its ownership or lease of property or the 
conduct of its business requires such qualification, and has all 
corporate power and authority necessary to own or hold its properties 
and to conduct the business in which it is engaged.  All of the issued 
and outstanding capital stock of Development-II has been duly authorized 
and validly issued and is fully paid and non-assessable, has been 
offered and sold in compliance with all applicable laws (including, 
without limitation, federal or state securities laws) and all of the 
capital stock of Development-II owned by the Operating Partnership, as 
described in the Prospectus, is owned free and clear of any security 
interest, mortgage, pledge, lien, encumbrance, claim, restriction or 
equities.  No shares of capital stock of Development-II are reserved for 
any purpose, and there are no outstanding securities convertible into or 
exchangeable for any capital stock of Development-II, and no outstanding 
options, rights (preemptive or otherwise) or warrants to purchase or to 
subscribe for shares of such capital stock or any other securities of 
Development-II.

j)  SP Corp. has been duly organized and is validly existing as a 
corporation in good standing under the laws of the Commonwealth of 
Pennsylvania, is duly qualified to do business and is in good standing 
as a foreign corporation in each jurisdiction in which its ownership or 
lease of property or the conduct of its business requires such 
qualification, and has all corporate power and authority necessary to 
own or hold its properties and to conduct the business in which it is 
engaged.  All of the issued and outstanding capital stock of SP Corp. 
has been duly authorized and validly issued and is fully paid and non-
assessable, has been offered and sold in compliance with all applicable 
laws (including, without limitation, federal or state securities laws) 
and all of the capital stock of SP Corp. is owned by the Company free 
and clear of any security interest, mortgage, pledge, lien, encumbrance, 
claim, restriction or equities.  No shares of capital stock of SP Corp. 
are reserved for any purpose, and there are no outstanding securities 
convertible into or exchangeable for any capital stock of SP Corp. and 
no outstanding options, rights (preemptive or otherwise) or warrants to 
purchase or to subscribe for shares of such capital stock or any other 
securities of SP Corp.

k)  Each of those certain partnerships, limited liability companies or 
other entities holding title to one or more of the Properties (the 
"Property Affiliates") are the only entities other than the Operating 
Partnership through which the Company and the Operating Partnership own 
interests in the Properties.  Each of the Property Affiliates has been 
duly organized and is validly existing as a limited partnership, limited 
liability company or other entity in good standing under the laws of the 
jurisdiction in which it is organized, is duly qualified to do business 
and is in good standing as a foreign entity in each jurisdiction in 
which its ownership or lease of property or the conduct of its business 
requires such qualification, and has all power and authority necessary 
to own or hold its properties and to conduct the business in which it is 
engaged.  Except as set forth in the Prospectus, all of the ownership 
interests of each Property Affiliate have been duly and validly 
authorized and issued, are fully paid and non-assessable and all of the 
ownership interests owned directly or indirectly by the Company and the 
Operating Partnership, as described in the Prospectus, are owned free 
and clear of any security interest, mortgage, pledge, lien, encumbrance, 
claim, restriction or equities.

l)  The Notes have been validly authorized for issuance and sale 
pursuant to this Agreement and, when the terms of the Notes and of their 
issue and sale have been duly established in accordance with the 
Indenture and this Agreement so as not to violate any applicable law or 
agreement or instrument then binding on the Operating Partnership, and 
the Notes have been duly executed, authenticated and delivered against 
payment therefor as provided in this Agreement and the Indenture, the 
Notes will be validly issued and outstanding, and will constitute valid 
and legally binding obligations of the Operating Partnership entitled to 
the benefits of the Indenture and enforceable in accordance with their 
terms and the terms of the Indenture.

m)  The Indenture has been duly authorized, executed and delivered by 
the Operating Partnership, and constitutes a valid and binding agreement 
on the part of the Operating Partnership, enforceable against the 
Operating Partnership in accordance with its terms; the Notes and the 
Indenture conform in all material respects to the descriptions thereof 
contained in each Prospectus.

(n)   (A)  This Agreement has been duly and validly authorized, executed 
and delivered by each of the Transaction Entities, and assuming due 
authorization, execution and delivery by each of the Agents, is a valid 
and binding agreement of each of the Transaction Entities, enforceable 
against the Transaction Entities in accordance with its terms; and (B) 
the Operating Partnership Agreement and the partnership agreement of 
each Property Affiliate, has been duly and validly authorized, executed 
and delivered by the parties thereto and is a valid and binding 
agreement of the parties thereto, enforceable against such parties in 
accordance with its terms.

(o)  The execution, delivery and performance of this Agreement by each 
of the Transaction Entities, the execution, delivery and performance of 
the Indenture, the Notes, and each applicable Purchase Agreement, if 
any, by the Operating Partnership, and the consummation of the 
transactions contemplated hereby and thereby will not conflict with or 
result in a breach or violation of any of the terms or provisions of, 
result in the creation or imposition of any lien, charge or encumbrance 
upon any of the assets of the Company, the Operating Partnership or any 
of their subsidiaries pursuant to the terms of, or constitute a default 
under, any indenture, mortgage, deed of trust, loan agreement or other 
agreement or instrument to which either of the Transaction Entities or 
any of their subsidiaries is a party or by which either of the 
Transaction Entities is bound or to which any of the Properties or other 
assets of either of the Transaction Entities or any of their 
subsidiaries is subject, nor will such actions result in any violation 
of the provisions of the charter, by-laws, certificate of limited 
partnership or agreement of limited partnership of either of the 
Transaction Entities or any of their subsidiaries, or any statute or any 
order, rule or regulation of any court or governmental agency or body 
having jurisdiction over either of the Transaction Entities or any of 
their subsidiaries or any of their respective properties or assets; and 
except for the registration of the Notes under the Securities Act and 
the qualification of the Indenture under the Trust Indenture Act and 
such consents, approvals, authorizations, registrations or 
qualifications as may be required under the Exchange Act and applicable 
state securities laws in connection with the purchase and distribution 
of the Notes by the Agents, no consent, approval, authorization or order 
of, or filing or registration with, any such court or governmental 
agency or body is required for the execution, delivery and performance 
of this Agreement by the Transaction Entities or the Notes, each 
applicable Purchase Agreement, if any, or the Indenture by the Operating 
Partnership, the consummation of the transactions contemplated hereby 
and thereby, and the issuance and delivery of the Notes.  Compliance by 
the Operating Partnership with the provisions of the Notes and the 
Indenture has been duly authorized by all necessary partnership action.

(p)  Since the date of the Indenture, no event has occurred and is 
continuing that, had the Notes been issued, would (whether or not with 
the giving of notice and/or the passage of time and/or the fulfillment 
of any other requirement) constitute an Event of Default (as defined in 
the Indenture) under the Indenture.

(q)  Other than as described in the Prospectus and other than rights of 
persons whose securities are already registered under the Securities 
Act, there are no contracts, agreements or understandings between the 
Transaction Entities and any person granting such person the right to 
require the Company to file a registration statement under the 
Securities Act with respect to any securities of either of the 
Transaction Entities owned or to be owned by such person or to require 
either of the Transaction Entities to include such securities in the 
securities registered pursuant to the Registration Statement or in any 
securities being registered pursuant to any other registration statement 
filed by the Transaction Entities under the Securities Act.

(r)  Except as described or contemplated in the Prospectus, neither 
Transaction Entity has sold or issued any securities during the six-
month period preceding the date of the Prospectus, including any sales 
pursuant to Rule 144A under, or Regulation D or S under, the Securities 
Act.

(s)  Neither of the Transaction Entities nor any of the Properties has 
sustained, since the date of the latest audited financial statements 
included in the Prospectus, any material loss or interference with its 
business from fire, explosion, flood or other calamity, whether or not 
covered by insurance, or from any labor dispute or court or governmental 
action, order or decree, other than as set forth or contemplated in the 
Prospectus; and, since such date, there has not been any material change 
in the capital stock or long-term debt of either of the Transaction 
Entities or any material adverse change, or any development involving a 
prospective material adverse change, in or affecting any of the 
Properties or the general affairs, management, financial position, 
shareholders' equity or results of operations of either of the 
Transaction Entities, other than as set forth or contemplated in the 
Prospectus.

(t)  The financial statements (including the related notes and 
supporting schedules) filed as part of, or incorporated by reference in, 
the Registration Statement and the Prospectus present fairly and will 
present fairly as of the applicable Representation Date and at all times 
during each Marketing Period the financial condition and results of 
operations of the entities purported to be shown thereby, at the dates 
and for the periods indicated, and have been and will be as of the 
applicable Representation Date and at all times during each Marketing 
Period prepared in conformity with generally accepted accounting 
principles applied on a consistent basis throughout the periods 
involved.  The unaudited financial statements of the Transition 
Entities, if any, and the related notes, included or incorporated by 
reference in each Prospectus present fairly and will present fairly at 
all times during each period specified in Section 3(d) hereof the 
financial position of the Company at the dates and for the periods 
indicated in conformity with generally accepted accounting principles 
(except for the absence of notes) applied on a consistent basis 
throughout the periods shown, subject to normally recurring changes 
resulting from year-end audit adjustments, and prepared in accordance 
with the instructions to Form 10-Q.  The Company's ratios of earnings to 
fixed charges and of earnings to combined fixed charges and preferred 
share dividends (actual and, if any, pro forma) included in the 
Prospectus under the captions "Certain Ratios" and in Exhibit 12.1 to 
the Registration Statement have been calculated in compliance with Item 
503(d) of Regulation S-K of the Commission.  Pro forma financial 
information, if any, included in or incorporated by reference in the 
Registration Statement and the Prospectus has been prepared in 
accordance with the applicable requirements of the Securities Act, the 
Rules and Regulations and AICPA guidelines with respect to pro forma 
financial information and includes all adjustments necessary to present 
fairly the pro forma financial position of the respective entity or 
entities presented therein at the respective dates indicated and the 
results of operations for the respective periods specified.

(u)  Ernst & Young LLP, who have certified certain financial statements 
of the Operating Partnership, whose reports appear in each Prospectus or 
are incorporated by reference therein, are independent public 
accountants as required by the Securities Act and the Rules and 
Regulations.

(v)   (A) The Operating Partnership and the Property Affiliates have 
good and marketable title to each of the Properties, free and clear of 
all liens, encumbrances, claims, security interests and defects, other 
than those referred to in the Prospectus or those which are not material 
in amount or those which would not have a material adverse effect on the 
business, operations, use or value of any of the Properties; (B) all 
liens, charges, encumbrances, claims or restrictions on or affecting any 
of the Properties and the assets of any Transaction Entity which are 
required to be disclosed in the Prospectus are disclosed therein; 
(C) except as otherwise described in the Prospectus, neither Transaction 
Entity and, to the knowledge of the Transaction Entities, no tenant of 
any of the Properties is in default under (i) any space leases (as 
lessor or lessee, as the case may be) relating to the Properties, or 
(ii) any of the mortgages or other security documents or other 
agreements encumbering or otherwise recorded against the Properties, 
which individually or in the aggregate would have a material adverse 
effect on the Company and its subsidiaries taken together as a whole, 
and neither Transaction Entity knows of any event which, but for the 
passage of time or the giving of notice, or both, would constitute such 
a default under any of such documents or agreements; (D) each of the 
Properties complies with all applicable codes, laws and regulations 
(including, without limitation, building and zoning codes, laws and 
regulations and laws relating to access to the Properties), except for 
such failures to comply that would not have a material adverse effect on 
the business operations, use or value of such Property; and (E) neither 
Transaction Entity has knowledge of any pending or threatened 
condemnation proceedings, zoning change or other proceeding or action 
that will in any material manner adversely affect the size of, use of, 
improvements on, construction on or access to the Properties.

(w)  Except as described in the Prospectus, the mortgages and deeds of 
trust which encumber the Properties are not convertible into equity 
securities of the entity owning such Property and said mortgages and 
deeds of trust are not cross-defaulted or cross-collateralized with any 
property other than other Properties.

(x)  Except as described in the Prospectus, the Operating Partnership 
and the Property Affiliates have obtained title insurance on the fee or 
leasehold interests in each of the Properties, in an amount at least 
equal to the greater of (A) the mortgage indebtedness of each such 
Property or (B) the purchase price of each such Property.

(y)  Except as disclosed in the Prospectus and except such as in each 
case would not have a material adverse effect on any Property, Property 
Affiliate, or Transaction Entity or any of their subsidiaries, taken 
together as a whole; (A) to the knowledge of the Transaction Entities, 
after due inquiry, the operations of the Company, the Operating 
Partnership, Development Corp., Development-II, SP Corp., and the 
Properties are in compliance with all Environmental Laws (as defined 
below) and all requirements of applicable permits, licenses, approvals 
and other authorizations issued pursuant to Environmental Laws; (B) to 
the knowledge of the Transaction Entities, after due inquiry, none of 
the Transaction Entities, the Property Affiliates or any Property has 
caused or suffered to occur any Release (as defined below) of any 
Hazardous Substance (as defined below) into the Environment (as defined 
below) on, in, under or from any Property, and no condition exists on, 
in, under or adjacent to any Property that could result in the 
incurrence of liabilities under, or any violations of, any Environmental 
Law or give rise to the imposition of any Lien (as defined below), under 
any Environmental Law; (C) none of the Transaction Entities or Property 
Affiliates has received any written notice of a claim under or pursuant 
to any Environmental Law or under common law pertaining to Hazardous 
Substances on, in, under or originating from any Property; (D) neither 
of the Transaction Entities has actual knowledge of, or received any 
written notice from any Governmental Authority (as defined below) 
claiming, any violation of any Environmental Law or a determination to 
undertake and/or request the investigation, remediation, clean-up or 
removal of any Hazardous Substance released into the Environment on, in, 
under or from any Property; and (E) no Property is included or, to the 
knowledge of the Transaction Entities, after due inquiry, proposed for 
inclusion on the National Priorities List issued pursuant to CERCLA (as 
defined below) by the United States Environmental Protection Agency (the 
"EPA") or on the Comprehensive Environmental Response, Compensation, and 
Liability Information System database maintained by the EPA, and neither 
of the Transaction Entities has actual knowledge that any Property has 
otherwise been identified in a published writing by the EPA as a 
potential CERCLA removal, remedial or response site or, to the knowledge 
of the Transaction Entities, is included on any similar list of 
potentially contaminated sites pursuant to any other Environmental Law.

     As used herein, "Hazardous Substance" shall include any hazardous 
substance, hazardous waste, toxic substance, pollutant or hazardous 
material, including, without limitation, oil, petroleum or any 
petroleum-derived substance or waste, asbestos or asbestos-containing 
materials, PCBs, pesticides, explosives, radioactive materials, dioxins, 
urea formaldehyde insulation or any constituent of any such substance, 
pollutant or waste which is subject to regulation under any 
Environmental Law (including, without limitation, materials listed in 
the United States Department of Transportation Optional Hazardous 
Material Table, 49 C.F.R.  172.101, or in the EPA's List of Hazardous 
Substances and Reportable Quantities, 40 C.F.R. Part 302); "Environment" 
shall mean any surface water, drinking water, ground water, land 
surface, subsurface strata, river sediment, buildings, structures, and 
ambient, workplace and indoor and outdoor air; "Environmental Law" shall 
mean the Comprehensive Environmental Response, Compensation and 
Liability Act of 1980, as amended (42 U.S.C.  9601 et seq.) ("CERCLA"), 
the Resource Conservation and Recovery Act of 1976, as amended (42 
U.S.C.  6901, et seq.), the Clean Air Act, as amended (42 U.S.C.  7401, 
et seq.), the Clean Water Act, as amended (33 U.S.C.  1251, et seq.), 
the Toxic Substances Control Act, as amended (15 U.S.C.  2601, et seq.), 
the Occupational Safety and Health Act of 1970, as amended (29 U.S.C. 
 651, et seq.), the Hazardous Materials Transportation Act, as amended 
(49 U.S.C.  1801, et seq.), and all other federal, state and local laws, 
ordinances, regulations, rules and orders relating to the protection of 
the Environment or of human health from environmental effects; 
"Governmental Authority" shall mean any federal, state or local 
governmental office, agency or authority having the duty or authority to 
promulgate, implement or enforce any Environmental Law; "Lien" shall 
mean, with respect to any Property, any lien, encumbrance, penalty, 
fine, charge, assessment, judgment or other liability in, on or 
affecting such Property; and "Release" shall mean any spilling, leaking, 
pumping, pouring, emitting, emptying, discharging, injecting, escaping, 
leaching, dumping, emanating or disposing of any Hazardous Substance 
into the Environment, including, without limitation, the abandonment or 
discard of barrels, containers, tanks (including, without limitation, 
underground storage tanks) or other receptacles containing or previously 
containing any Hazardous Substance.

(z)  Each Transaction Entity and their subsidiaries, and each Property 
carries, or is covered by, insurance in such amounts and covering such 
risks as is adequate for the conduct of its business and the value of 
such Property and as is customary for companies engaged in similar 
businesses in similar industries.
Each Transaction Entity owns or possesses adequate rights to use all 
material patents, patent applications, trademarks, service marks, trade 
names, trademark registrations, service mark registrations, copyrights 
and licenses necessary for the conduct of its business and has no reason 
to believe that the conduct of its business will conflict with, and has 
not received any notice of any claim of conflict with, any such rights 
of others.

(aa)  Except as described in the Prospectus, there are no legal or 
governmental proceedings pending to which either Transaction Entity or 
their subsidiaries is a party or of which any property or assets of 
either Transaction Entity or their subsidiaries is the subject which, if 
determined adversely to such Transaction Entity or subsidiary, could 
reasonably be expected to have a material adverse effect on the 
consolidated financial position, shareholders' equity, results of 
operations, business or prospects of the Company; and, except as 
described in the Prospectus, to the best knowledge of the Transaction 
Entities, no such proceedings are threatened or contemplated by 
governmental authorities or threatened by others.

(bb)  There are no contracts or other documents which are required to be 
described in the Prospectus or filed as exhibits to the Registration 
Statement by the Securities Act or by the Rules and Regulations which 
have not been described in the Prospectus or filed as exhibits to the 
Registration Statement or incorporated therein by reference as permitted 
by the Rules and Regulations.

(cc)  No relationship, direct or indirect, exists between or among 
either of the Transaction Entities on the one hand, and the trustees, 
officers, shareholders, customers or suppliers of the Transaction 
Entities on the other hand, that is required to be described in the 
Prospectus that is not so described.

(dd)  No labor disturbance by the employees of either Transaction Entity 
exists or, to the knowledge of the Transaction Entities, is imminent 
which might be expected to have a material adverse effect on the 
consolidated financial position, shareholders' equity, results of 
operations, business or prospects of such Transaction Entity.

(ee)  Each Transaction Entity is in compliance in all material respects 
with all presently applicable provisions of the Employee Retirement 
Income Security Act of 1974, as amended, including the regulations and 
published interpretations thereunder ("ERISA"); no "reportable event" 
(as defined in ERISA) has occurred with respect to any "pension plan" 
(as defined in ERISA) for which either Transaction Entity would have any 
liability; neither Transaction Entity has incurred or expects to incur 
liability under (i) Title IV of ERISA with respect to termination of, or 
withdrawal from, any "pension plan" or (ii) sections 412 or 4971 of the 
Internal Revenue Code of 1986, as amended, including the regulations and 
published interpretations thereunder (the "Code"); and each "pension 
plan" for which either Transaction Entity would have any liability that 
is intended to be qualified under section 401(a) of the Code is so 
qualified in all material respects and nothing has occurred, whether by 
action or by failure to act, which would cause the loss of such 
qualification.

(ff)  Each Transaction Entity and their subsidiaries has filed all 
federal, state and local income and franchise tax returns required to be 
filed through the date hereof and has paid all taxes due thereon, and no 
material tax deficiency has been determined adversely to either 
Transaction Entity or their subsidiaries which has had (nor does either 
Transaction Entity have any knowledge of any tax deficiency which, if 
determined adversely to it might have) a material adverse effect on the 
financial position, shareholders' equity, results of operations, 
business or prospects of such Transaction Entity or subsidiary.

(gg)  At all times since June 16, 1994, the Company, the Operating 
Partnership, Development Corp., Development-II and SP Corp. have been, 
and upon the sale of the Notes will continue to be, organized and 
operated in conformity with the requirements for qualification of the 
Company as a real estate investment trust under the Code and the 
proposed method of operation of the Company, the Operating Partnership, 
Development Corp., Development-II and SP Corp. will enable the Company 
to continue to meet the requirements for qualification and taxation as a 
real estate investment trust under the Code.

(hh)  Since the date as of which information is given in the Prospectus 
through the date hereof, and except as may otherwise be disclosed or 
contemplated in the Prospectus, neither Transaction Entity has (i) 
issued or granted any securities (other than in connection with stock 
option or other benefit plans, the conversion of Units to common shares 
of beneficial interest of the Company, the issuance of common shares of 
beneficial interest of the Company in exchange for Debentures and the 
issuance of Units in connection with the acquisition of property), (ii) 
incurred any liability or obligation, direct or contingent, other than 
liabilities and obligations which were incurred in the ordinary course 
of business, (iii) entered into any transaction not in the ordinary 
course of business nor (iv) declared or paid any dividend on its capital 
stock (other than regular quarterly dividends).

(ii)  Each Transaction Entity and their subsidiaries (i) makes and keeps 
accurate books and records and (ii) maintains internal accounting 
controls which provide reasonable assurance that (A) transactions are 
executed in accordance with management's authorization, (B) transactions 
are recorded as necessary to permit preparation of its financial 
statements and to maintain accountability for its assets, (C) access to 
its assets is permitted only in accordance with management's 
authorization and  (D) the reported accountability for its assets is 
compared with existing assets at reasonable intervals.

(jj)  No Transaction Entity or any of their subsidiaries (i) is in 
violation of its charter, by-laws, certificate of limited partnership, 
agreement of limited partnership or other similar organizational 
document, (ii) is in default in any material respect, and no event has 
occurred which, with notice or lapse of time or both, would constitute 
such a default, in the due performance or observance of any term, 
covenant or condition contained in any material indenture, mortgage, 
deed of trust, loan agreement or other agreement or instrument to which 
it is a party or by which it is bound or to which any of the Properties 
or any of its other properties or assets is subject or (iii) is in 
violation in any material respect of any law, ordinance, governmental 
rule, regulation or court decree to which it or the Properties or any of 
its other properties or assets may be subject or has failed to obtain 
any material license, permit, certificate, franchise or other 
governmental authorization or permit necessary to the ownership of the 
Properties or any of its other properties or assets or to the conduct of 
its business.

(kk)  Neither Transaction Entity, nor any trustee, officer, agent, 
employee or other person associated with or acting on behalf of either 
Transaction Entity, has used any corporate funds for any unlawful 
contribution, gift, entertainment or other unlawful expense relating to 
political activity; made any direct or indirect unlawful payment to any 
foreign or domestic government official or employee from corporate 
funds; violated or is in violation of any provision of the Foreign 
Corrupt Practices Act of 1977; or made any bribe, rebate, payoff, 
influence payment, kickback or other unlawful payment.

(ll)  Neither Transaction Entity or any of their subsidiaries is an 
"investment company" within the meaning of such term under the 
Investment Company Act of 1940 and the rules and regulations of the 
Commission thereunder.

(mm)  Other than this Agreement and as set forth in the Prospectus under 
the heading "Plan of Distribution," there are no contracts, agreements 
or understandings between either Transaction Entity and any person that 
would give rise to a valid claim against either Transaction Entity or 
any Agent for a brokerage commission, finder's fee or other like payment 
with respect to the consummation of the transactions contemplated by 
this Agreement.

(nn)  The Notes have been rated by a "nationally recognized statistical 
rating agency" (as that term is defined by the Commission for purposes 
of Rule 436(g)(2) under the Act), including one or both of Moody's 
Investor Services, Inc. and Standard & Poor's Corporation.

(oo)  The certificates delivered pursuant to paragraph (h) of Section 5 
hereof and all other documents delivered by the Transaction Entities or 
their representatives in connection with the issuance and sale of the 
Notes were on the dates on which they were delivered, or will be on the 
dates on which they are to be delivered, true and complete in all 
material respects.

(pp)  Each Transaction Entity has complied with all applicable 
provisions of Florida Statutes  517.075, relating to issuers doing 
business with Cuba.

SOLICITATIONS AS AGENT; PURCHASES AS PRINCIPAL.

(a)  APPOINTMENT.  Subject to the terms and conditions stated herein, 
and subject to the reservation by the Operating Partnership of the right 
to sell Notes directly on its own behalf and through or to other dealers 
or agents, the Operating Partnership hereby appoints each of the Agents 
on a non-exclusive basis as an agent of the Operating Partnership for 
the purpose of soliciting or receiving offers to purchase the Notes from 
the Operating Partnership by others.  The Operating Partnership may from 
time to time offer Notes for sale otherwise than through an Agent; 
provided, however, that so long as this Agreement shall be in effect, 
the Operating Partnership shall not solicit offers to purchase Notes 
through any other agent without amending this Agreement to appoint such 
agent as an additional Agent hereunder on the same terms and conditions 
as provided herein for the Agents and without giving the Agents prior 
notice of such appointment.  The consent of the then-current Agents 
shall not be necessary for such purpose.  In the absence of such an 
amendment, the Operating Partnership may accept offers to purchase Notes 
from or through an agent other than an Agent, provided that (i) the 
Operating Partnership shall not have solicited such offers, (ii) the 
Operating Partnership and such agent shall have executed an agreement 
with respect to such purchases having terms and conditions (including, 
without limitation, commission rates) with respect to such purchases 
substantially the same as the terms and conditions that would apply to 
such purchases under this Agreement if such agent was an Agent (which 
may be accomplished by incorporating by reference in such agreement the 
terms and conditions of this Agreement), and (iii) the Operating 
Partnership shall provide the Agents with a copy of such agreement 
following the execution thereof.  On the basis of the representations 
and warranties contained herein, but subject to the terms and conditions 
herein set forth, each Agent agrees, as an agent of the Operating 
Partnership, to use its reasonable efforts to solicit offers to purchase 
the Notes upon the terms and conditions set forth in the Prospectus.  
Except as otherwise provided herein, so long as this Agreement shall 
remain in effect with respect to any Agent, the Operating Partnership 
shall not, without the consent of each such Agent, solicit or accept 
offers to purchase Notes otherwise than through one of the Agents; 
provided, however, the Operating Partnership expressly reserves the 
right to sell Notes directly to investors, in which case no commission 
will be payable with respect to any such sale.  Each Agent may also 
purchase Notes from the Operating Partnership as principal for purposes 
of resale, as more fully described in paragraph (e) of this Section.

(b)  SUSPENSION OF SOLICITATION.  The Operating Partnership reserves the 
right, in its sole discretion, to suspend solicitation of offers to 
purchase the Notes commencing at any time for any period of time or 
indefinitely.  Upon receipt of at least one business day's prior written 
notice from the Operating Partnership, the Agents will forthwith suspend 
solicitation of offers to purchase Notes from the Operating Partnership 
until such time as the Operating Partnership has advised the Agents that 
such solicitation may be resumed.  For the purpose of the foregoing 
sentence, "business day" shall mean any day which is not a Saturday or 
Sunday and which is not a day on which (i) banking institutions are 
generally authorized or obligated by law to close in The City of New 
York and (ii) The New York Stock Exchange, Inc. is closed for trading.

     Upon receipt of notice from the Operating Partnership as 
contemplated by Section 3(d) hereof, each Agent shall suspend its 
solicitation of offers to purchase Notes until such time as the 
Operating Partnership shall have furnished it with an amendment or 
supplement to the Registration Statement or the Prospectus, as the case 
may be, contemplated by Section 3(d) and shall have advised such Agent 
that such solicitation may be resumed.

(c)  AGENT'S COMMISSION.  Promptly upon the closing of the sale of any 
Notes sold by the Operating Partnership as a result of a solicitation 
made by or offer to purchase received by an Agent, the Operating 
Partnership agrees to pay such Agent a commission in accordance with the 
schedule set forth in Schedule A hereto.

(d)  SOLICITATION OF OFFERS.  The Agents are authorized to solicit 
offers to purchase the Notes only in denominations as are specified in 
the Prospectus at a purchase price as shall be specified by the 
Operating Partnership.  Each Agent shall communicate to the Operating 
Partnership, orally or in writing, each reasonable offer to purchase 
Notes received by it as an Agent.  The Operating Partnership shall have 
the sole right to accept offers to purchase the Notes and may reject any 
such offer in whole or in part.  Each Agent shall have the right, in its 
discretion reasonably exercised without advising the Operating 
Partnership, to reject any offer to purchase the Notes received by it, 
in whole or in part, and any such rejection shall not be deemed a breach 
of its agreement contained herein.

     No Note which the Operating Partnership has agreed to sell pursuant 
to this Agreement shall be deemed to have been purchased and paid for, 
or sold by the Operating Partnership, until such Note shall have been 
delivered to the purchaser thereof against payment by such purchaser.

(e)  PURCHASES AS PRINCIPAL.  Each sale of Notes to any Agent as 
principal, for resale to one or more investors or to another broker-
dealer (acting as principal for purposes of resale), shall be made in 
accordance with the terms of this Agreement and a Purchase Agreement, 
whether oral (in which case such Purchase Agreement shall be confirmed 
in writing within one business day of such Purchase Agreement by such 
Agent to the Operating Partnership, which may be by facsimile 
transmission) or in writing, which will provide for the sale of such 
Notes to, and the purchase thereof by, such Agent.  A Purchase Agreement 
may also specify certain provisions relating to the reoffering of such 
Notes by such Agent.  The commitment of any Agent to purchase Notes from 
the Operating Partnership as principal shall be deemed to have been made 
on the basis of the representations and warranties of the Transaction 
Entities herein contained and shall be subject to the terms and 
conditions herein set forth.  Each Purchase Agreement shall contain, to 
the extent applicable, those terms specified in Exhibit A hereto, 
including the principal amount and terms of the Notes to be purchased by 
an Agent, the time and date (each such time and date being referred to 
herein as a "Time of Delivery") and place of delivery of and payment for 
such Notes and such other information (as applicable) as is set forth in 
Exhibit C hereto.  The Operating Partnership agrees that if any Agent 
purchases Notes as principal for resale such Agent shall receive such 
compensation, in the form of a discount or otherwise, as shall be 
indicated in the applicable Purchase Agreement or, if no compensation is 
indicated therein, a commission in accordance with Schedule A hereto.  
Any Agent may utilize a selling or dealer group in connection with the 
resale of such Notes.  In addition, any Agents may offer the Notes they 
have purchased as principal to other dealers.  Any Agent may sell Notes 
to any dealer at a discount and, unless otherwise specified in the 
applicable Pricing Supplement, such discount allowed to any dealer will 
not be in excess of 66 2/3% of the discount to be received by such Agent 
from the Operating Partnership.  Such Purchase Agreement shall also 
specify any requirements for delivery of opinions of counsel, 
accountant's letters and officers' certificates pursuant to Section 5 
hereof.

(f)  ADMINISTRATIVE PROCEDURES.  The purchase price, interest rate or 
formula, maturity date and other terms of the Notes (as applicable) 
specified in Exhibit A hereto shall be agreed upon by the Operating 
Partnership and the applicable Agent or Agents and specified in a 
Pricing Supplement to be prepared in connection with each sale of Notes.  
Administrative procedures respecting the sale of Notes (the 
"Procedures") are set forth in Exhibit B hereto and may be amended in 
writing from time to time by the Agents and the Operating Partnership.  
Each Agent and the Operating Partnership agree to perform the respective 
duties and obligations specifically provided to be performed by each of 
them herein and in the Procedures.  The Procedures shall apply to all 
transactions contemplated hereunder including sales of Notes to any 
Agent as principal pursuant to a Purchase Agreement, unless otherwise 
set forth in such Purchase Agreement.

(g)  DELIVERY OF DOCUMENTS.  The documents required to be delivered by 
Section 5 hereof shall be delivered at the offices of Rogers & Wells, 
200 Park Avenue, New York, New York 10166, not later than 10:00 A.M., 
New York City time, on the date of this Agreement or at such later time 
as may be mutually agreed upon by the Company and the Agents, which in 
no event shall be later than the time at which the Agents commence 
solicitation of offers to purchase Notes hereunder (the "Closing Date").

2.  FURTHER AGREEMENTS OF THE TRANSACTION ENTITIES.  Each of the 
Transaction Entities jointly and severally agrees:

(a)  To prepare the Prospectus in a form approved by the Agents and to 
file such Prospectus pursuant to Rule 424(b) under the Securities Act 
not later than the Commission's close of business on the fifth business 
day following the execution and delivery of this Agreement or, if 
applicable, such earlier time as may be required by Rule 424 or Rule 
430A(a)(3) under the Securities Act; to make no further amendment or any 
supplement to the Registration Statement or to the Prospectus except in 
accordance with Section 3(d) hereof; to advise the Agents, promptly 
after it receives notice thereof, of the time when any amendment to the 
Registration Statement has been filed or becomes effective or any 
supplement to the Prospectus or any amended Prospectus has been filed 
and to furnish the Agents with copies thereof; to advise the Agents, 
promptly after it receives notice thereof, of the issuance by the 
Commission of any stop order or of any order preventing or suspending 
the use of the Prospectus, of the suspension of the qualification of the 
Notes for offering or sale in any jurisdiction, of the initiation or 
threatening of any proceeding for any such purpose, or of any request by 
the Commission for the amending or supplementing of the Registration 
Statement or the Prospectus or for additional information; and, in the 
event of the issuance of any stop order or of any order preventing or 
suspending the use of the Prospectus or suspending any such 
qualification, to use promptly its best efforts to obtain its 
withdrawal;

(b)  To furnish promptly to the Agents and to counsel for the Agents 
such number of conformed copies as the Agents shall reasonably request 
of the Registration Statement as originally filed with the Commission, 
and each amendment thereto filed with the Commission, including all 
consents and exhibits filed therewith or incorporated by reference 
therein and all documents incorporated by reference therein;

(c)  To deliver promptly to the Agents such number of the following 
documents as the Agents shall reasonably request: (i) the Basic 
Prospectus, (ii) each Prospectus and any amended or supplemented 
Prospectus and (iv) any documents incorporated by reference into the 
Prospectus.

(d)  If, during any Marketing Period, any event occurs as a result of 
which the Prospectus would include an untrue statement of a material 
fact or omit to state any material fact necessary to make the statements 
therein, in light of the circumstances under which they were made, not 
misleading, or if it is necessary at any time to amend any Prospectus to 
comply with the Securities Act, to notify the Agents promptly, in 
writing, to suspend solicitation of purchases of the Notes; and if the 
Operating Partnership shall decide to amend or supplement the 
Registration Statement or any Prospectus, to promptly advise the Agents 
by telephone (with confirmation in writing) and to promptly, in writing, 
prepare and file with the Commission an amendment or supplement which 
will correct such statement or omission or an amendment which will 
effect such compliance; provided, however, that if during the period 
referred to above any Agent shall own any Notes which it has purchased 
from the Operating Partnership as principal with the intention of 
reselling them, the Operating Partnership shall promptly prepare and 
timely file with the Commission any amendment or supplement to the 
Registration Statement or any Prospectus that may, in the judgment of 
the Operating Partnership or the Agents, be required by the Securities 
Act or requested by the Commission.  The aforementioned documents 
furnished to the Agents will be identical to the electronically 
transmitted copies thereof filed with the Commission pursuant to EDGAR, 
except to the extent permitted by Regulation S-T.

(e)  To file promptly with the Commission any amendment to the 
Registration Statement or the Prospectus or any supplement to the 
Prospectus that may, in the judgment of the Operating Partnership or 
counsel for the Agents, be required by the Securities Act or requested 
by the Commission;

(f)  To timely file with the Commission during any Marketing Period, all 
documents (and any amendments to previously filed documents) required to 
be filed by the Operating Partnership pursuant to Section 13(a), 13(c), 
14 or 15(d) of the Exchange Act.

(g)  Prior to filing with the Commission during any Marketing Period, 
any amendment to the Registration Statement or supplement to any 
Prospectus or any Prospectus pursuant to Rule 424 of the Rules and 
Regulations or any document incorporated by reference in any of the 
foregoing or any amendment of or supplement to any such incorporated 
document, to furnish a copy thereof to the Agents and counsel for the 
Agents within a reasonable period of time prior to the filing thereof, 
and that filing thereof shall not occur if the Agents shall have 
objected in good faith thereto;

(h)  To advise the Agents promptly (i) when any post-effective amendment 
to the Registration Statement relating to or covering the Notes becomes 
effective, (ii) of any request or proposed request by the Commission for 
an amendment or supplement to the Registration Statement, to any 
Prospectus, to any document incorporated by reference in any of the 
foregoing or for any additional information and the Operating 
Partnership will afford the Agents a reasonable opportunity to comment 
on any such proposed amendment or supplement, (iii) of the issuance by 
the Commission of any stop order suspending the effectiveness of the 
Registration Statement or any part thereof or any order directed to any 
Prospectus or any document incorporated therein by reference or the 
initiation or threat of any stop order proceeding or of any challenge to 
the accuracy or adequacy of any document incorporated by reference in 
any Prospectus, (iv) of receipt by the Operating Partnership of any 
notification with respect to the suspension of the qualification of the 
Notes for sale in any jurisdiction or the initiation or threat of any 
proceeding for that purpose, (v) of any downgrading in the rating of the 
Notes or any other debt securities of the Operating Partnership, or any 
proposal to downgrade the rating of the Notes or any other debt 
securities of the Operating Partnership, by any "nationally recognized 
statistical rating organization" (as defined for purposes of Rule 436(g) 
under the Act), or any public announcement that any such organization 
has under surveillance or review its rating of any debt securities of 
the Operating Partnership (other than an announcement with positive 
implications of a possible upgrading, and no implication of a possible 
downgrading of such rating) as soon as the Operating Partnership learns 
of any such downgrading, proposal to downgrade or public announcement 
and (vi) of the happening of any event which makes untrue in any 
material respect any statement of a material fact made in the 
Registration Statement or any Prospectus or which requires the making of 
a change in the Registration Statement or any Prospectus in order to 
make any material statement therein, in light of the circumstances under 
which it was made, not misleading.

(i)  If, during any Marketing Period, the Commission shall issue a stop 
order suspending the effectiveness of the Registration Statement, to 
make every reasonable effort to obtain the lifting of that order at the 
earliest possible time.

(j)  As soon as practicable after the date of each acceptance by the 
Operating Partnership of an offer to purchase Notes hereunder, but not 
later than 18 months after any such offer, to make generally available 
to its security holders an earnings statement covering a period of at 
least 12 months beginning after the later of (i) the effective date of 
the Registration Statement, (ii) the effective date of the most recent 
post-effective amendment to the Registration Statement to become 
effective prior to the date of such acceptance and (iii) the date of the 
Operating Partnership's most recent Annual Report on Form 10-K filed 
with the Commission prior to the date of such acceptance which will 
satisfy the provisions of Section 11(a) of the Act (including, at the 
option of the Operating Partnership, Rule 158 of the Rules and 
Regulations under the Act);

(k)  So long as any of the Notes are outstanding, to furnish to the 
Agents, not later than the time the Operating Partnership makes the same 
available to others, copies of all public reports or releases and all 
reports and financial statements furnished by the Operating Partnership 
to any securities exchange on which the Notes are listed pursuant to 
requirements of or agreements with such exchange or to the Commission 
pursuant to the Exchange Act or any rule or regulation of the Commission 
thereunder.

(l)  Promptly from time to time to take such action as the Agents may 
reasonably request to qualify the Notes for offering and sale under the 
securities, real estate syndication or Blue Sky laws of such 
jurisdictions as the Agents may designate and to comply with such laws 
so as to permit the continuance of sales and dealings therein in such 
jurisdictions for as long as may be necessary to complete the 
distribution of the Notes, except that the Operating Partnership shall 
not be required in connection therewith to qualify as a foreign limited 
partnership or to execute a consent to service of process in any 
jurisdiction;

(m)  Between the date of a Purchase Agreement and the date of delivery 
of the Notes specified therein, neither of the Transaction Entities 
will, directly or indirectly, offer for sale, contract to sell, sell or 
otherwise dispose of, or register for sale under the Securities Act, any 
debt securities, or sell or grant options, rights or warrants with 
respect to any debt securities, without the prior written consent of 
Lehman Brothers Inc., other than borrowings under the Operating 
Partnership's revolving credit agreements and lines of credit, the 
private placement of securities and issuances of its commercial paper;

(n)  To apply the net proceeds from the sale of the Notes in accordance 
with the description set forth in the Prospectus under the caption "Use 
of Proceeds";

(o)  To take such steps as shall be necessary to ensure that neither the 
Company, the Operating Partnership nor any of their subsidiaries shall 
become an "investment company" within the meaning of such term under the 
Investment Company Act of 1940 and the rules and regulations of the 
Commission thereunder;

(p)  Except as stated in this Agreement and the Prospectus, neither 
Transaction Entity has taken, nor will take, directly or indirectly, any 
action designed to or that might reasonably be expected to cause or 
result in stabilization or manipulation of the price of the Notes to 
facilitate the sale or resale of the Notes;

(q)  The Company will use its best efforts to continue to meet the 
requirements to qualify as a "real estate investment trust" under the 
Code; and

(r)  If this Agreement shall be terminated by the Agents because of any 
failure or refusal on the part of the Transaction Entities to comply 
with the terms or fulfill any of the conditions of this Agreement, the 
Transaction Entities jointly and severally agree to reimburse the Agents 
for all reasonable out-of-pocket expenses (including fees and expenses 
of counsel for the Agents) incurred by the Agents in connection herewith 
through the date of such termination.

(s)  To prepare, with respect to any Notes to be sold through or to the 
Agents pursuant to this Agreement, a Pricing Supplement with respect to 
such Notes in a form previously approved by the Agents and to file such 
Pricing Supplement pursuant to Rule 424 under the Act with the 
Commission. (F2)

     (F2)  If clause (b)(3) of Rule 424 is applicable, such filing shall 
      be made no later than the fifth business day following the earlier 
      of the date of determination of the settlement information 
      described below or the date such Pricing Supplement is first used.      
      If clause (b)(2) or (b)(5) of Rule 424 is applicable, such filing 
      shall be made no later than the second busines day following the 
      earlier of the date of determination of the settlement information 
      or the date such Pricing Supplement is first used.

3.  EXPENSES.  The Transaction Entities jointly and severally agree to 
pay (a) the costs incident to the authorization, issuance, sale and 
delivery of the Notes and any taxes payable in that connection; (b) the 
costs incident to the preparation, printing and filing under the 
Securities Act of the Registration Statement and any amendments and 
exhibits thereto; (c) the costs incident to the preparation, printing 
and filing of any document and any amendments and exhibits thereto 
required to be filed by the Operating Partnership under the Exchange 
Act; (d) the costs of distributing the Registration Statement, as 
originally filed, and each amendment and post-effective amendment 
thereof (including, in each case, exhibits), the Basic Prospectus, each 
Prospectus, any supplement or amendment to any Prospectus and any 
documents incorporated by reference in any of the foregoing documents; 
(e) the fees and disbursements of the Trustee, any paying agent, any 
calculation agent, any exchange rate agent and any other agents 
appointed by the Operating Partnership, and their respective counsel; 
(f) the costs and fees in connection with the listing of the Notes on 
any securities exchange; (g) the cost and fees in connection with any 
filings with the National Association of Securities Dealers, Inc.; (h) 
the fees and disbursements of counsel to the Operating Partnership and 
counsel to the Agents; (i) the fees paid to rating agencies in 
connection with the rating of the Notes; (j) the fees and expenses of 
qualifying the Notes under the securities laws of the several 
jurisdictions as provided in Section 3(l) hereof and of preparing and 
printing a Blue Sky Memorandum and a memorandum concerning the legality 
of the Notes as an investment (including fees and expenses of counsel 
for the Agents in connection therewith); (k) all advertising expenses in 
connection with the offering of the Notes incurred with the consent of 
the Operating Partnership; and (l) all other costs and expenses arising 
out of the transactions contemplated hereunder and incident to the 
performance of the Operating Partnership's obligations under this 
Agreement or otherwise in connection with the activities of the Agents 
under this Agreement.

4.  CONDITIONS OF AGENTS' OBLIGATIONS.  The respective obligations of 
the Agents under this Agreement, as agents of the Operating Partnership, 
to solicit offers to purchase the Notes; the obligation of any person 
who has agreed to purchase, make payment for and take delivery of Notes; 
and the obligation of any Agent to purchase Notes pursuant to any 
Purchase Agreement, are all subject to (i) the accuracy, on each 
Representation Date, of the representations and warranties of the 
Transaction Entities contained herein, (ii) the accuracy of the 
statements of the Transaction Entities' officers made in any certificate 
furnished pursuant to the provisions hereof, (iii) the performance by 
the Transaction Entities of each of its obligations hereunder and (iv) 
each of the following additional terms and conditions:

(a)  The Prospectus as amended or supplemented (including the Pricing 
Supplement) with respect to such Notes shall have been filed with the 
Commission pursuant to Rule 424(b) under the Act within the applicable 
time period prescribed for such filing by the Rules and Regulations and 
in accordance with Section 3(s) hereof; no stop order suspending the 
effectiveness of the Registration Statement or any part thereof nor any 
order directed to any document incorporated by reference in any 
Prospectus shall have been issued and no stop order proceeding shall 
have been initiated or threatened by the Commission and no challenge 
shall have been made to the accuracy or adequacy of any document 
incorporated by reference in any Prospectus; any request of the 
Commission for inclusion of additional information in the Registration 
Statement or any Prospectus or otherwise shall have been complied with; 
and the Operating Partnership shall not have filed with the Commission 
any amendment or supplement to the Registration Statement or any 
Prospectus (or any document incorporated by reference therein) without 
the consent of the Agents.

(b)  No order suspending the sale of the Notes in any jurisdiction 
designated by the Agents pursuant to Section 3(l) hereof shall have been 
issued, and no proceeding for that purpose shall have been initiated or 
threatened.

(c)  Subsequent to the effective date of this Agreement, there shall not 
have occurred (i) any change, or any development involving a prospective 
change, in or affecting the condition, financial or otherwise, business, 
properties, net worth, or results of operations of either Transaction 
Entity or any of their subsidiaries or any Property not contemplated by 
the Prospectus, which, in the opinion of the Agents, would materially 
adversely affect the market for the Notes, or (ii) any event or 
development relating to or involving either Transaction Entity, or any 
partner, officer, director or trustee of either Transaction Entity, 
which makes any statement of a material fact made in the Prospectus 
untrue or which, in the opinion of the Company and its counsel or the 
Agents and their counsel, requires the making of any addition to or 
change in the Prospectus in order to state a material fact required by 
the Securities Act or any other law to be stated therein or necessary in 
order to make the statements therein not misleading, if amending or 
supplementing the Prospectus to reflect such event or development would, 
in your opinion, materially adversely affect the market for the Notes.

(d)  All corporate and partnership proceedings and other legal matters 
incident to the authorization, form and validity of this Agreement, the 
Indenture, the Notes, the Registration Statement and each Prospectus, 
and all other legal matters relating to this Agreement, the Indenture, 
the Notes, the Registration Statement and the Prospectus and the 
transactions contemplated hereby and thereby shall be reasonably 
satisfactory in all material respects to counsel for the Agents, and the 
Transaction Entities shall have furnished to such counsel all documents 
and information that they may reasonably request to enable them to pass 
upon such matters.

(e)  At the Closing Date, the Agents shall have received the opinion, 
addressed to the Agents and dated the Closing Date, of Wolf, Block, 
Schorr and Solis-Cohen LLP, counsel to the Transaction Entities, in form 
and substance satisfactory to the Agents and their counsel, to the 
effect that:

      (i)  The Company is in good standing as a foreign trust or 
corporation in those jurisdictions listed in such opinion.

      (ii)  The Operating Partnership has been duly formed and is 
validly existing as a limited partnership under the laws of the 
Commonwealth of Pennsylvania, is duly qualified to do business as a 
foreign limited partnership in Delaware, Florida, Maryland, Michigan, 
Minnesota, New Jersey, North Carolina, South Carolina, Tennessee, Texas 
and Virginia, and has all partnership power and authority necessary to 
own or hold its properties, to conduct the business in which it is 
engaged as described in the Registration Statement and the Prospectus, 
and to enter into and perform its obligations under this Agreement.  The 
Company is the sole general partner of the Operating Partnership.  The 
Operating Partnership Agreement is in full force and effect, and the 
aggregate percentage interests of the Company and the limited partners 
in the Operating Partnership are as set forth in the Prospectus. All of 
the partnership interests of the Operating Partnership have been duly 
and validly authorized and issued, are fully paid and, to the extent 
that such interests are owned by the Company, are owned by the Company 
free and clear of all liens, encumbrances, equities or claims.

      (iii)  Development Corp. has been duly formed and is validly 
existing as a corporation in good standing under the laws of the 
Commonwealth of Pennsylvania, is duly qualified to do business and is in 
good standing as a foreign corporation in Delaware, Florida, Maryland, 
New Jersey and North Carolina, and has all corporate power and authority 
necessary to own or hold its properties and to conduct the business in 
which it is engaged as described in the Registration Statement and the 
Prospectus.  All of the issued and outstanding capital stock of 
Development Corp. has been duly authorized and validly issued and is 
fully paid and non-assessable, has been offered and sold in compliance 
with all applicable laws (including, without limitation, federal or 
state securities laws) and all of the capital stock of Development Corp. 
owned by the Operating Partnership, as described in the Prospectus, is 
owned free and clear of any security interest, mortgage, pledge, lien, 
encumbrance, claim, restriction or equities.

      (iv)  Development-II has been duly formed and is validly existing 
as a corporation in good standing under the laws of the Commonwealth of 
Pennsylvania, and has all corporate power and authority necessary to own 
or hold its properties and to conduct the business in which it is 
engaged as described in the Registration Statement and the Prospectus.  
All of the issued and outstanding capital stock of Development-II has 
been duly authorized and validly issued and is fully paid and non-
assessable, has been offered and sold in compliance with all applicable 
laws (including, without limitation, federal or state securities laws) 
and all of the capital stock of Development-II  owned by the Operating 
Partnership, as described in the Prospectus, is owned free and clear of 
any security interest, mortgage, pledge, lien, encumbrance, claim, 
restriction or equities.

      (v)  SP Corp. has been duly formed and is validly existing as a 
corporation in good standing under the laws of the Commonwealth of 
Pennsylvania and has all corporate and authority necessary to own or 
hold its properties and to conduct the business in which it is engaged 
as described in the Registration Statement and the Prospectus.  All of 
the issued and outstanding capital stock of SP Corp. has been duly 
authorized and validly issued and is fully paid and non-assessable, is 
owned by the Company free and clear of any security interest, mortgage, 
pledge, lien, encumbrance, claim, restriction or equities and has been 
offered and sold in compliance with all applicable laws (including, 
without limitation, federal or state securities laws).

      (vi)  Each of the Property Affiliates has been duly organized and 
is validly existing as a limited partnership, limited liability company 
or other entity in good standing under the laws of the jurisdiction in 
which it is organized, and has all partnership power and authority 
necessary to own or hold its properties and to conduct the business in 
which it is engaged.  Except as set forth in the Prospectus, all of the 
partnership interests, membership interests or other equity interests, 
as the case may be, of each Property Affiliate have been duly and 
validly authorized and issued, are fully paid and non-assessable and all 
of such interests owned directly or indirectly by the Company and the 
Operating Partnership, as described in the Prospectus, are owned free 
and clear of any security interest, mortgage, pledge, lien, encumbrance, 
claim, restriction or equities.

      (vii)  (A)This Agreement has been duly and validly authorized, 
executed and delivered by the Operating Partnership, and has been duly 
and validly executed and delivered by the Company, and assuming due 
authorization, execution and delivery by the Agents and due 
authorization by the Company, is a valid and binding agreement of the 
Operating Partnership; and (B) the partnership agreement, limited 
liability company agreement or similar such document of each Property 
Affiliate has been duly and validly authorized, executed and delivered 
by the Operating Partnership, and each such agreement and the Operating 
Partnership Agreement have been duly and validly executed and delivered 
by the Company, and assuming due authorization by the Company, each such 
agreement is a valid and binding agreement of the parties thereto, 
enforceable against such parties in accordance with its terms.

      (viii)  (A) The Indenture has been duly authorized, executed and 
delivered by the Operating Partnership, duly qualified under the 
Indenture Act and (assuming due authorization, execution and delivery by 
the Trustee) constitutes a valid and binding agreement on the part of 
the Operating Partnership, enforceable against the Operating Partnership 
in accordance with its terms; and (B) the Indenture conforms in all 
material respects to the descriptions thereof contained in the 
Registration Statement and the Prospectus.

      (ix)  The Notes are in a form contemplated by the Indenture and 
have been validly authorized for issuance and sale pursuant to this 
Agreement and, when the terms of the Notes and of their issue and sale 
have been duly established in accordance with the Indenture and this 
Agreement so as not to violate any applicable law or agreement or 
instrument then binding on the Operating Partnership, and when the Notes 
have been duly executed, authenticated and delivered against payment 
therefor as provided in this Agreement and the Indenture, the Notes will 
be validly issued and outstanding, and will constitute valid and legally 
binding obligations of the Operating Partnership entitled to the 
benefits of the Indenture and enforceable in accordance with their terms 
and the terms of the Indenture.  The terms of the Notes conform in all 
material respects to all statements and descriptions related thereto 
contained in the Registration Statement and the Prospectus.  The Notes 
rank and will rank on a parity with all unsecured indebtedness (other 
than subordinated indebtedness of the Operating Partnership that was 
outstanding on the date of the applicable Pricing Supplement or that may 
be incurred thereafter), and senior to all subordinated indebtedness of 
the Operating Partnership that was outstanding on the date of the 
applicable Pricing Supplement or that may be incurred thereafter, except 
that the Notes will be effectively subordinated to the prior claims of 
each secured mortgage lender to any specific Property which secures such 
lender's mortgage.

      (x)  To the knowledge of such counsel, the execution, delivery and 
performance of this Agreement by each of the Transaction Entities, the 
execution, delivery and performance of the Indenture, the Notes, and 
each applicable Purchase Agreement, if any, by the Operating 
Partnership, the consummation of the transactions contemplated hereby 
and thereby, and the compliance by the Operating Partnership with the 
provisions of the Notes and the Indenture, will not conflict with or 
result in a breach or violation of any of the terms or provisions of, 
result in the creation or imposition of any lien, charge or encumbrance 
upon any of the assets of either of the Transaction Entities or any of 
their subsidiaries pursuant to the terms of, or constitute a default 
under, any indenture, mortgage, deed of trust, loan agreement or other 
agreement or instrument to which either of the Transaction Entities or 
their subsidiaries is a party or by which either of the Transaction 
Entities or their subsidiaries is bound or to which any of the 
Properties or other assets of either of the Transaction Entities is 
subject, nor will such actions result in any violation of the provisions 
of the charter, by-laws, certificate of limited partnership or agreement 
of limited partnership of either of the Transaction Entities or their 
subsidiaries, or any statute or any order, rule or regulation of any 
court or governmental agency or body having jurisdiction over either of 
the Transaction Entities or any of their properties or assets; and 
except for the registration of the Notes under the Securities Act and 
the qualification of the Indenture under the Trust Indenture Act and 
such consents, approvals, authorizations, registrations or 
qualifications as may be required under the Exchange Act and applicable 
state securities laws in connection with the issuance and delivery of 
the Notes by the Company and the purchase and distribution of the Notes 
by the Agents, no consent, approval, authorization or order of, or 
filing or registration with, any such court or governmental agency or 
body is required for the execution, delivery and performance of this 
Agreement by the Transaction Entities or the Notes, each applicable 
Purchase Agreement, if any, or the Indenture by the Operating 
Partnership, the consummation of the transactions contemplated hereby 
and thereby, and the issuance and delivery of the Notes.

      (xi)  (A) The issuance and delivery of the Notes by the Operating 
Partnership and the compliance by the Operating Partnership with all of 
the provisions of this Agreement, and the consummation of the 
transactions contemplated hereby, have been duly authorized by all 
necessary partnership action; and (B) the execution, delivery and 
performance of this Agreement by each of the Transaction Entities and 
the consummation of the transactions contemplated hereby will not 
conflict with or result in any violation of the provisions of the 
charter, by-laws, certificate of limited partnership or agreement of 
limited partnership of either of the Transaction Entities or their 
subsidiaries.

      (xii)  Except as set forth in the Prospectus, to the knowledge of 
such counsel, there are no preemptive or other rights to subscribe for 
or to purchase, nor any restriction upon the transfer of, the Notes 
pursuant to the Operating Partnership's certificate of limited 
partnership, its agreement of limited partnership, as amended to the 
date hereof, or any agreement or other instrument to which the Operating 
Partnership is a party.

      (xiii)  To the knowledge of such counsel, other than as set forth 
in the Prospectus and other than rights of persons whose securities are 
already registered under the Securities Act, there are no contracts, 
agreements or understandings between the Company and/or the Operating 
Partnership, on the one hand, and any person, on the other, granting 
such person the right to require the Company or the Operating 
Partnership to file a registration statement under the Securities Act 
with respect to any securities of the Company or the Operating 
Partnership owned or to be owned by such person or to require the 
Company or the Operating Partnership to include such securities in the 
securities registered pursuant to the Registration Statement or in any 
securities being registered pursuant to any other registration statement 
filed by the Company or the Operating Partnership under the Securities 
Act.

      (xiv)  To the knowledge of such counsel, there are no legal or 
governmental proceedings pending to which either Transaction Entity or 
their subsidiaries is a party or of which any property or assets of 
either Transaction Entity or their subsidiaries is the subject which are 
not disclosed in the Prospectus and which, if determined adversely to 
such Transaction Entity or subsidiary, might reasonably be expected to 
have a material adverse effect on the consolidated financial position, 
owners' equity, results of operations, business or prospects of the 
Company; and to the knowledge of such counsel no such proceedings are 
threatened or contemplated by governmental authorities or threatened by 
others.

      (xv)  To the knowledge of such counsel, there are no contracts or 
other documents which are required by the Securities Act or by the Rules 
and Regulations to be described in the Prospectus or filed as exhibits 
to the Registration Statement which have not been described in the 
Prospectus or filed as exhibits to the Registration Statement or 
incorporated therein by reference as permitted by the Rules and 
Regulations.

      (xvi)  To the knowledge of such counsel, no relationship, direct 
or indirect, exists between or among either of the Transaction Entities 
on the one hand, and the trustees, officers, shareholders, customers or 
suppliers of the Transaction Entities on the other hand, which is 
required to be described in the Prospectus which is not so described.

      (xvii)  To the knowledge of such counsel, each Transaction Entity 
is in compliance in all material respects with all presently applicable 
provisions of ERISA; to the knowledge of such counsel, no "reportable 
event" (as defined in ERISA) has occurred with respect to any "pension 
plan" (as defined in ERISA) for which either Transaction Entity would 
have any liability; to the knowledge of such counsel, neither 
Transaction Entity has incurred or expects to incur, liability under (i) 
Title IV of ERISA with respect to termination of, or withdrawal from, 
any "pension plan" or (ii) section 412 or 4971 of the Code; and, to the 
knowledge of such counsel, each "pension plan" for which either 
Transaction Entity would have any liability that is intended to be 
qualified under section 401(a) of the Code is so qualified in all 
material respects and, to the knowledge of such counsel, nothing has 
occurred, whether by action or by failure to act, which would cause the 
loss of such qualification.

      (xviii)  To the knowledge of such counsel, no Transaction Entity 
or Property Affiliate is in violation of its charter, by-laws, 
certificate of limited partnership, agreement of limited partnership, or 
other similar organizational document, or, to the knowledge of such 
counsel, has a default been asserted in any respect, and, to the 
knowledge of such counsel, it has not been asserted that any event has 
occurred which, with notice or lapse of time or both, would constitute 
such a default, in the due performance or observance of any term, 
covenant or condition contained in any material indenture, mortgage, 
deed of trust, loan agreement or other material agreement or instrument 
to which it is a party or by which it is bound or to which any of the 
Properties or any of its other properties or assets is subject.

      (xix)  No consent, approval, authorization or other order of, or 
registration or filing with, any court, regulatory body, administrative 
agency or other governmental body, agency, or official is required to 
the date hereof on the part of the Company (except as have been obtained 
or made under the Securities Act and the Exchange Act or such as may be 
required under state securities, real estate syndication or Blue Sky 
laws governing the purchase and distribution of the Notes) for the valid 
issuance and sale of the Notes to the Agents as contemplated by this 
Agreement.

      (xx)  Neither Transaction Entity or their subsidiaries is an 
"investment company" within the meaning of such term under the 
Investment Company Act of 1940 and the rules and regulations of the 
Commission thereunder.

      (xxi)  The Operating Partnership is not required to register under 
the provisions of the Investment  Company Act; and no action need be 
taken with respect to or under the Investment Company Act by reason of 
the issuance of the Notes by the Operating Partnership.

      (xxii)  The documents incorporated or deemed to be incorporated by 
reference in the Prospectus pursuant to Item 12 of Form S-3 under the 
Securities Act (other than the financial statements and related 
schedules and financial information and data included therein, as to 
which no opinion need be rendered), at the time they were filed with the 
Commission, complied as to form in all material respects with the 
requirements of the Exchange Act and the rules and regulations 
thereunder.

      (xxiii)  The Registration Statement was declared effective under 
the Securities Act and the Indenture was duly qualified under the Trust 
Indenture Act as of the date and time specified in such opinion, the 
Prospectus was filed with the Commission pursuant to the subparagraph of 
Rule 424(b) of the Rules and Regulations specified in such opinion on 
the date specified therein and, to the knowledge of such counsel, no 
stop order suspending the effectiveness of the Registration Statement 
has been issued and, to the knowledge of such counsel, no proceeding for 
that purpose is pending or threatened by the Commission.

      (xxiv)  To the knowledge of such counsel, no order directed to any 
document incorporated by reference in the Prospectus has been issued and 
no assertion of a material misstatement or omission regarding any such 
document has been made.

      (xxv)  The Registration Statement and the Prospectus (other than 
the financial statements and related schedules and other financial 
information and data included therein, as to which such counsel need 
express no opinion) comply as to form in all material respects with the 
requirements of the Securities Act, the Rules and Regulations and the 
Trust Indenture Act and the rules and regulations thereunder, and the 
Indenture conforms in all material respects to the requirements of the 
Trust Indenture Act and the rules and regulations thereunder.

      (xxvi)  The Operating Partnership is classified as a partnership 
(and is not taxed as a corporation) for federal income tax purposes.

      (xxvii)  The statements contained in the Prospectus under the 
captions "Risk Factors," "Description of Debt Securities," "Description 
of Notes," and "Special Provisions Relating to Multi-Currency Notes," 
insofar as those statements are descriptions of contracts, agreements or 
other legal documents, or they describe federal statutes, rules and 
regulations, and except to the extent such statements are statistics or 
calculations, constitute a fair summary thereof.

      (xxviii)  The description contained in the Prospectus under the 
headings "Federal Income Tax Considerations With Respect to the Trust 
and the Operating Partnership," and "Certain United States Federal 
Income Tax Considerations," while not purporting to discuss all possible 
income tax ramifications of the proposed issuance, is correct in all 
material respects.

      Such counsel shall state that Rogers & Wells, counsel for the 
Agents, may rely on its opinion in Section 5(e)(A)(ii) with regard to 
the due formation of the Operating Partnership for the purpose of giving 
its opinion as required by Section 5(f) hereof.

      In rendering such opinion, such counsel may (i) state that its 
opinion is limited to matters governed by the Federal laws of the United 
States of America, the laws of the Commonwealth of Pennsylvania and the 
laws of the State of Maryland; (ii) as to matters of Maryland law, state 
that its opinion is given solely in reliance upon the opinion of 
Weinberg & Green LLC; (iii) state that its opinion does not address (A) 
Federal Reserve Board margin regulations; (B) Federal or state antitrust 
and unfair competition laws and regulations; (C) Local Laws (as defined 
in The Legal Opinion Accord of the ABA Section of Business Law (1991); 
(D) compliance with fiduciary duty requirements; (E) Federal and state 
racketeering laws and regulations; (F) Federal and state health and 
safety laws and regulations; and (G) Federal and state laws, regulations 
and policies concerning (x) national and local emergency, (y) possible 
judicial deference to acts of foreign states, and (z) criminal and civil 
forfeiture laws; and (iv) in giving the opinion referred to in subclause 
(B) in Section 5(e)(A)(vii)(A), state that such opinion with respect to 
the enforceability of such documents may be limited by bankruptcy, 
fraudulent conveyance, insolvency, reorganization, moratorium, and other 
laws relating to or affecting creditors' rights generally and by general 
equitable principles.  Such counsel shall also have furnished to the 
Agents a written statement, addressed to the Agents and dated the 
Closing Date, in form and substance satisfactory to the Agents, to the 
effect that (x) such counsel has acted as counsel to the Transaction 
Entities in connection with the preparation of the Registration 
Statement and the Prospectus and (y) based on the foregoing, no facts 
have come to the attention of such counsel which lead it to believe that 
the Registration Statement, as of the Effective Date, contained any 
untrue statement of a material fact or omitted to state a material fact 
required to be stated therein or necessary in order to make the 
statements therein not misleading, or that the Prospectus contains any 
untrue statement of a material fact or omits to state a material fact 
required to be stated therein or necessary in order to make the 
statements therein, in light of the circumstances under which they were 
made, not misleading, or that any documents incorporated by reference in 
the Prospectus, when they became effective or were so filed, as the case 
may be, contained, in the case of a registration statement which became 
effective under the Securities Act, an untrue statement of a material 
fact or omitted to state a material fact required to be stated therein 
or necessary to make the statements therein not misleading, and in the 
case of other documents which were filed under the Securities Act of the 
Exchange Act with the Commission, an untrue statement of a material fact 
or omitted to state a material fact necessary in order to make the 
statements therein, in the light of the circumstances under which they 
were made when such documents were so filed, not misleading.  The 
foregoing opinions and statement may be qualified by a statement to the 
effect that such counsel does not assume any responsibility for the 
accuracy, completeness or fairness of the statements contained in the 
Registration Statement, the Prospectus or any documents incorporated by 
reference in the Prospectus except to the extent of the opinion 
contained in Section 5(e)(A)(xxv), and may state that such counsel 
expresses no belief with respect to the financial statements and notes 
thereto and other financial information and data included or 
incorporated by reference in, or omitted from, the Registration 
Statement or the Prospectus or the Statement of Eligibility on Form T-1 
of the Trustee.

(f)  At the Closing Date, the Agents shall have received the opinion, 
addressed to the Agents and dated the Closing Date, of Weinberg & Green 
LLC, Maryland counsel to the Company, in form and substance reasonably 
satisfactory to the Agents and their counsel, to the effect that:

      (i)  The Company has been duly formed and is validly existing as a 
real estate investment trust in good standing under and by virtue of the 
laws of the State of Maryland, is in good standing with the State 
Department of Assessments and Taxation of Maryland, and has all trust 
power and authority necessary to own or hold its properties and to 
conduct the business in which it is engaged as described in the 
Registration Statement and the Prospectus, and to enter into and perform 
its obligations under this Agreement.

      (ii)  This Agreement has been duly and validly authorized, 
executed and delivered by the Company, and assuming due authorization, 
execution and delivery by the Agents and the Operating Partnership, is a 
valid and binding agreement of the Company.

      (iii)  To the knowledge of such counsel, the execution, delivery 
and performance of this Agreement by the Company and the consummation of 
the transactions contemplated hereby will not conflict with or result in 
any violation of the provisions of any statute or any order, rule or 
regulation of any court or governmental agency or body of the State of 
Maryland that has jurisdiction over the Company or any of its properties 
or assets.

      (iv)  The execution, delivery and performance of this Agreement by 
the Company and the consummation of the transactions contemplated hereby 
will not conflict with or result in any violation of the provisions of 
the Declaration of Trust or by-laws of the Company.

      (v)  To the knowledge of such counsel, there are no legal or 
governmental proceedings pending to which the Company is a party or of 
which any property or assets of the Company is the subject which are not 
disclosed in the Prospectus and which, if determined adversely to the 
Company, might reasonably be expected to have a material adverse effect 
on the consolidated financial position, shareholders' equity, results of 
operations, business or prospects of the Company; and to the knowledge 
of such counsel no such proceedings are threatened or contemplated by 
governmental authorities or threatened by others.

      Such counsel shall state that Rogers & Wells, counsel for the 
Agents, may rely on its opinion.

(g)  The Agents shall have received from Rogers & Wells, counsel for the 
Agents, such opinion or opinions, dated the Closing Date, with respect 
to the issuance and sale of the Notes, the Registration Statement, the 
Prospectus and other related matters as the Agents may reasonably 
require, and the Company shall have furnished to such counsel such 
documents as they reasonably request for the purpose of enabling them to 
pass upon such matters.

(h)  The Operating Partnership shall have furnished to the Agents on the 
Closing Date a letter of Ernst & Young LLP, addressed jointly to the 
Operating Partnership and the Agents and dated the Closing Date, of the 
type described in the American Institute of Certified Public 
Accountants' Statement on Auditing Standards No. 49, in form and 
substance reasonably satisfactory to the Agents confirming that they are 
independent accountants within the meaning of the Act and the applicable 
published Rules and Regulations thereunder and stating in effect that:

      (i)  In their opinion, the financial statements and schedules 
examined by them and included in the prospectus contained in the 
Registration Statement comply in form in all material respects with the 
applicable accounting requirements of the Act and the related published 
Rules and Regulations;

      (ii)  They have made a review of any unaudited financial 
statements included in the Prospectus in accordance with standards 
established by the American Institute of Certified Public Accountants, 
as indicated in their report or reports attached to such letter;

      (iii)  On the basis of the review referred to in (ii) above and a 
reading of the latest available interim financial statements of the 
Operating Partnership, inquiries of officials of the Operating 
Partnership who have responsibility for financial and accounting matters 
and other specified procedures, nothing came to their attention that 
caused them to believe that:

             A.   the unaudited financial statements, if any, included 
in the Prospectus do not comply in form in all material respects with 
the applicable accounting requirements of the Act and the related 
published Rules and Regulations or are not in conformity with generally 
accepted accounting principles applied on a basis substantially 
consistent with that of the audited financial statements included in the 
Prospectus;

             B.   the unaudited capsule information, if any, included in 
the Prospectus does not agree with the amounts set forth in the 
unaudited consolidated financial statements from which it was derived or 
was not determined on a basis substantially consistent with that of the 
audited financial statements included in the Prospectus;

             C.   at the date of the latest available balance sheet read 
by such accountants, or at a subsequent specified date not more than 
five days prior to the Closing Date, there was any change in the capital 
stock, any increase in short-term indebtedness or long-term debt of the 
Operating Partnership and consolidated subsidiaries or, at the date of 
the latest available balance sheet read by such accountants, there was 
any decrease in consolidated net current assets or net assets as 
compared with amounts shown on the latest balance sheet included in the 
Prospectus; or

             D.   for the period from the date of the latest income 
statement included in the Prospectus to the closing date of the latest 
available income statement read by such accountants there were any 
decreases, as compared with the corresponding period of the previous 
year, in consolidated rental income, total revenues, net income or in 
the ratio of earnings to fixed charges;

except in all cases set forth in clauses C. and D. above for changes, 
increases or decreases which the Prospectus discloses have occurred or 
may occur or which are described in such letter; and

      (iv)  They have compared specified dollar amounts (or percentages 
derived from such dollar amounts) and other financial information 
contained in the Prospectus (in each case to the extent that such dollar 
amounts, percentages and other financial information are derived from 
the general accounting records of the Company and its subsidiaries 
subject to the internal controls of the Company's accounting system or 
are derived directly from such records by analysis or computation) with 
the results obtained from inquiries, a reading of such general 
accounting records and other procedures specified in such letter and 
have found such dollar amounts, percentages and other financial 
information to be in agreement with such results, except as otherwise 
specified in such letter.

      All financial statements and schedules included in material 
incorporated by reference into the Prospectus shall be deemed included 
in the Prospectus for purposes of this subsection.

(i)  The Transaction Entities shall have furnished to the Agents on the 
Closing Date a certificate, dated the Closing Date, of the Chairman of 
the Board, Chief Executive Officer, President or a Vice President of the 
Company and the Chief Financial Officer, Treasurer or an Assistant 
Treasurer of the Company (in each case, for the Company and for the 
Company as general partner of the Operating Partnership) stating that:

      (i)  The representations, warranties and agreements of the Company 
in Section 1 hereof are true and correct as of the Closing Date; each 
Transaction Entity has complied with all its agreements contained 
herein; and the conditions set forth in Sections 5(a) and 5(b) hereof 
have been fulfilled; and

      (ii)  They have carefully examined the Registration Statement and 
the Prospectus and, in their opinion, (A) the Registration Statement, as 
of its effective date, did not contain any untrue statement of a 
material fact or omitted to state any material fact required to be 
stated therein or necessary to make the statements therein not 
misleading, (B) the Prospectus does 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, 
and (C) since the effective date of the Registration Statement there has 
not occurred any event required to be set forth in an amended or 
supplemented prospectus which has not been so set forth.

(j)  (i)  None of the Transaction Entities or their subsidiaries or any 
Property shall have sustained any loss or interference with its business 
from fire, explosion, flood or other calamity, whether or not covered by 
insurance, or from any labor dispute or court or governmental action, 
order or decree, otherwise than as set forth or contemplated in the 
Prospectus, and there shall not have been any change in the capital 
stock or long-term debt of either Transaction Entity or any of their 
subsidiaries or any change, or any development involving a prospective 
change, in or affecting any Property Affiliate or Property or the 
general affairs, management, financial position, shareholders' equity or 
results of operations of either Transaction Entity, otherwise than as 
set forth or contemplated in the Prospectus, the effect of which, in the 
judgment of the Agents, materially impairs the investment quality of the 
Notes; (ii) trading in securities generally on the New York Stock 
Exchange or the American Stock Exchange or in the over-the-counter 
market, or trading in any securities of the Company on any exchange or 
in the over-the-counter market, shall have been suspended or minimum 
prices shall have been established on any such exchange or such market 
by the Commission, by such exchange or by any other regulatory body or 
governmental authority having jurisdiction, (iii) a banking moratorium 
shall have been declared by Federal or state authorities, (iv) the 
United States shall have become engaged in hostilities, there shall have 
been an escalation in hostilities involving the United States or there 
shall have been a declaration of a national emergency or war by the 
United States or (v) there shall have occurred such a material adverse 
change in general economic, political or financial conditions (or the 
effect of international conditions on the financial markets in the 
United States shall be such), as to make it, in the judgment of a 
majority in interest of the several Agents, impracticable or inadvisable 
to proceed with the solicitation of offers to purchase Notes or the 
purchase of Notes from the Operating Partnership as principal pursuant 
to the applicable Purchase Agreement, as the case may be.

(k)  Subsequent to the execution and delivery of this Agreement (i) no 
downgrading shall have occurred in the rating accorded the Operating 
Partnership's debt securities by any "nationally recognized statistical 
rating organization," as that term is defined by the Commission for 
purposes of Rule 436(g)(2) of the Rules and Regulations and (ii) no such 
organization shall have publicly announced that it has under 
surveillance or review, with possible negative implications, its rating 
of any of the Operating Partnership's debt securities.

(l)  The Transaction Entities shall not have failed at or prior to the 
Closing Date to have performed or complied with any of their agreements 
herein contained and required to be performed or complied with by them 
hereunder at or prior to the Closing Date.

(m)  On the Closing Date, counsel for the Agents shall have been 
furnished with such documents and opinions as they may require for the 
purpose of enabling them to pass upon the issuance and sale of the Notes 
as herein contemplated and related proceedings, or in order to evidence 
the accuracy of any of the representations or warranties, or the 
fulfillment of any of the conditions, herein contained; and all 
proceedings taken by the Transaction Entities in connection with the 
issuance and sale of the Notes as herein contemplated shall be 
satisfactory in form and substance to the Agents and counsel for the 
Agents.

(n)  Prior to the  Closing Date the Operating Partnership shall have 
furnished or caused to be furnished to the Agents such further 
certificates and documents as the Agents shall have reasonably 
requested.

     All opinions, letters, evidence and certificates mentioned above or 
elsewhere in this Agreement shall be deemed to be in compliance with the 
provisions hereof only if they are in form and substance reasonably 
satisfactory to counsel for the Agents.

     Any certificate or document signed by any officer of the 
Transaction Entities and delivered to the Agents, or to counsel for the 
Agents, shall be deemed a representation and warranty by the Transaction 
Entities to each Agent as to the statements made therein.

5.  ADDITIONAL AGREEMENTS OF THE TRANSACTION ENTITIES.  Each of the 
Transaction Entities jointly and severally agrees:

(a)  Each acceptance by the Operating Partnership of an offer for the 
purchase of Notes shall be deemed to be an affirmation that the 
representations and warranties of the Transaction Entities contained in 
this Agreement and in any certificate theretofore given to the Agents 
pursuant hereto are true and correct in all material respects at the 
time of such acceptance, and an undertaking that such representations 
and warranties will be true and correct in all material respects at the 
time of delivery to the purchaser or his agent of the Notes relating to 
such acceptance as though made at and as of each such time (and such 
representations and warranties shall relate to the Registration 
Statement and the Prospectus as amended or supplemented to each such 
time).

(b)  The Operating Partnership agrees that during each Marketing Period, 
each time that the Registration Statement or any Prospectus shall be 
amended or supplemented (other than by a Pricing Supplement providing 
solely for the interest rates or maturities of the Notes or the 
principal amount of Notes remaining to be sold or similar changes), each 
time the Operating Partnership sells Notes to an Agent as principal and 
the applicable Purchase Agreement specifies the delivery of an officers' 
certificate under this Section 6(b) as a condition to the purchase of 
Notes pursuant to such Purchase Agreement or the Operating Partnership 
files with the Commission any document incorporated by reference into 
any Prospectus, the Operating Partnership shall submit to the Agents a 
certificate, (i) as of the date of such amendment, supplement, Time of 
Delivery relating to such sale or filing or (ii) if such amendment, 
supplement or filing was not filed during a Marketing Period, as of the 
first day of the next succeeding Marketing Period, representing that the 
statements contained in the certificate referred to in Section 5(h) 
hereof which was last furnished to the Agents are true and correct in 
all material respects at the time of such amendment, supplement or 
filing, as the case may be, as though made at and as of such time 
(except that such statements shall be deemed to relate to the 
Registration Statement and each Prospectus as amended and supplemented 
to such time).

(c)  The Operating Partnership agrees that during each Marketing Period, 
each time that the Registration Statement or any Prospectus shall be 
amended or supplemented (other than by a Pricing Supplement providing 
solely for the interest rates or maturities of the Notes or the 
principal amount of Notes remaining to be sold or similar changes), each 
time the Operating Partnership sells Notes to an Agent as principal and 
the applicable Purchase Agreement specifies the delivery of a legal 
opinion under this Section 6(c) as a condition to the purchase of Notes 
pursuant to such Purchase Agreement or the Operating Partnership files 
with the Commission any document incorporated by reference into any 
Prospectus, the Operating Partnership shall, (i) concurrently with such 
amendment, supplement, Time of Delivery relating to such sale or filing 
or (ii) if such amendment, supplement or filing was not filed during a 
Marketing Period, on the first day of the next succeeding Marketing 
Period, furnish the Agents and their counsel with the written opinions 
of Wolf, Block, Schorr and Solis-Cohen LLP and of Weinberg & Green LLC, 
each addressed to the Agents and dated the date of delivery of such 
opinion, in form satisfactory to the Agents, of the same effect as the 
opinions referred to in Section 5(e) hereof, but modified, as necessary, 
to relate to the Registration Statement and each Prospectus as amended 
or supplemented to the time of delivery of such opinion; provided, 
however, that in lieu of such opinions, each such counsel may furnish 
the Agents with a letter to the effect that the Agents may rely on the 
applicable prior opinion to the same extent as though it was dated the 
date of such letter authorizing reliance (except that statements in such 
prior opinion shall be deemed to relate to the Registration Statement 
and each Prospectus as amended or supplemented to the time of delivery 
of such letter authorizing reliance).

(d)  The Operating Partnership agrees that during each Marketing Period, 
each time that the Registration Statement or any Prospectus shall be 
amended or supplemented to include additional financial information, 
each time the Operating Partnership sells Notes to an Agent as principal 
and the applicable Purchase Agreement specifies the delivery of a letter 
under this Section 6(d) as a condition to the purchase of Notes pursuant 
to such Purchase Agreement or the Operating Partnership files with the 
Commission any document incorporated by reference into any Prospectus 
which contains additional financial information, the Operating 
Partnership shall cause Ernst & Young LLP (or other independent accounts 
of the Operating Partnership acceptable to the Agents to furnish the 
Agents, (i) concurrently with such amendment, supplement, Time of 
Delivery relating to such sale or filing or (ii) if such amendment, 
supplement, or filing was not filed during a Marketing Period, on the 
first day of the next succeeding Marketing Period, a letter, addressed 
jointly to the Operating Partnership and the Agents and dated the date 
of delivery of such letter, in form and substance reasonably 
satisfactory to the Agents, of the same effect as the letter referred to 
in Section 5(g) hereof but modified to relate to the Registration 
Statement and each Prospectus, as amended and supplemented to the date 
of such letter, with such changes as may be necessary to reflect changes 
in the financial statements and other information derived from the 
accounting records of the Operating Partnership; provided, however, that 
if the Registration Statement or any Prospectus is amended or 
supplemented solely to include financial information as of and for a 
fiscal quarter, such accountants may limit the scope of such letter to 
the unaudited financial statements included in such amendment or 
supplement unless there is contained therein any other accounting, 
financial or statistical information that, in the reasonable judgment of 
the Agents, should be covered by such letter, in which event such letter 
shall also cover such other information.

(e)  On any settlement date for the sale of Notes, the Operating 
Partnership shall, if requested by the Agent that solicited or received 
the offer to purchase any Notes being delivered on such settlement date, 
furnish such Agent with the written opinions of Wolf, Block, Schorr and 
Solis Cohen LLP and Weinberg & Green LLC, each dated such settlement 
date, in form satisfactory to such Agent, to the effect set forth in 
section 5(e) hereof, but modified, as necessary, to relate to the 
Prospectus relating to the Notes to be delivered on such settlement 
date; provided, however, that in lieu of such opinions, each such 
counsel may furnish the Agents with letters to the effect that the 
Agents may rely on the applicable prior opinion to the same extent as 
though it was dated such settlement date (except that statements in such 
prior opinion shall be deemed to relate to the Registration Statement 
and such Prospectus as amended or supplemented to the time of delivery 
of such letter authorizing reliance).

6.   INDEMNIFICATION AND CONTRIBUTION.

(a)  The Transaction Entities, jointly and severally, shall indemnify 
and hold harmless each Agent, its officers and employees and each 
person, if any, who controls any Agent within the meaning of the 
Securities Act, from and against any loss, claim, damage or liability, 
joint or several, or any action in respect thereof (including, but not 
limited to, any loss, claim, damage, liability or action relating to 
solicitations of offers to purchase and purchases of Notes from the 
Operating Partnership by an Agent as Principal), to which such Agent, 
officer, employee or controlling person may become subject, under the 
Securities Act, the Exchange Act or other federal or state statutory law 
or regulation, at common law or otherwise, insofar as such loss, claim, 
damage, liability or action arises out of, or is based upon, (i) any 
untrue statement or alleged untrue statement of a material fact 
contained (A) the Registration Statement or the Prospectus or in any 
amendment or supplement thereto or (B) in any blue sky application or 
other document prepared or executed by the Operating Partnership (or 
based upon any written information furnished by the Operating 
Partnership) specifically for the purpose of qualifying any or all of 
the Notes under the securities laws of any state or other jurisdiction 
(any such application, document or information being hereinafter called 
a "Blue Sky Application"), (ii) the omission or alleged omission to 
state in the Registration Statement or the Prospectus, or in any 
amendment or supplement thereto, or in any Blue Sky Application any 
material fact required to be stated therein or necessary to make the 
statements therein not misleading (with respect to the Prospectus, in 
light of the circumstances under which they were made), and shall 
reimburse each Agent, officer, employee or controlling person for any 
legal and other expenses reasonably incurred by such Agent, officer, 
employee or controlling person in investigating or defending or 
preparing to defend against such loss, claim, damage, liability or 
action; provided, however, that the Transaction Entities shall not be 
liable in any such case to the extent that any such loss, claim, damage, 
liability or action arises out of, or is based upon, any untrue 
statement or alleged untrue statement or omission or alleged omission 
made in the Registration Statement or the Prospectus, or in any such 
amendment or supplement, or in any Blue Sky Application, in reliance 
upon and in conformity with written information furnished to the 
Transaction Entities through the Agents by or on behalf of any Agent 
specifically for inclusion therein; provided further, that as to any 
prospectus included in the Registration Statement before it became 
effective under the Securities Act (a "Preliminary Prospectus") this 
indemnity agreement shall not inure to the benefit of any Agent on 
account of any loss, claim, damage, liability or action arising from the 
sale of Notes to any person by that Agent if that Agent failed to send 
or give a copy of the Prospectus, as the same may be amended or 
supplemented, to that person within the time required by the Act, and 
the untrue statement or alleged untrue statement of a material fact or 
omission or alleged omission to state a material fact in such 
Preliminary Prospectus was corrected in the Prospectus, unless such 
failure resulted from non-compliance by the Operating Partnership with 
Section 3(b).  The foregoing indemnity agreement is in addition to any 
liability which the Transaction Entities may otherwise have to any Agent 
or to any officer, employee or controlling person of that Agent.

(b)  Each Agent, severally and not jointly, shall indemnify and hold 
harmless each Transaction Entity, each of its directors, its officers 
who signed the Registration Statement and each person, if any, who 
controls each Transaction Entity within the meaning of the Securities 
Act, from and against any loss, claim, damage or liability, joint or 
several, or any action in respect thereof, to which each Transaction 
Entity or any such director, officer or controlling person may become 
subject, under the Securities Act, the Exchange Act or other federal or 
state statutory law or regulation, at common law or otherwise, insofar 
as such loss, claim, damage, liability or action arises out of, or is 
based upon, (i) any untrue statement or alleged untrue statement of a 
material fact contained (A) in the Registration Statement or the 
Prospectus or in any amendment or supplement thereto, or (B) in any Blue 
Sky Application or (ii) the omission or alleged omission to state in the 
Registration Statement or the Prospectus, or in any amendment or 
supplement thereto, or in any Blue Sky Application any material fact 
required to be stated therein or necessary to make the statements 
therein not misleading, but in each case only to the extent that the 
untrue statement or alleged untrue statement or omission or alleged 
omission was made in reliance upon and in conformity with written 
information furnished to the Transaction Entities through the Agents by 
or on behalf of that Agent specifically for inclusion therein, and shall 
reimburse each Transaction Entity and any such director, officer or 
controlling person for any legal or other expenses reasonably incurred 
by each Transaction Entity or any such director, officer or controlling 
person in connection with investigating or defending or preparing to 
defend against any such loss, claim, damage, liability or action.  The 
foregoing indemnity agreement is in addition to any liability which any 
Agent may otherwise have to each Transaction Entity or any such 
director, officer, or controlling person.

(c)  Promptly after receipt by an indemnified party under this Section 7 
of notice of any claim or the commencement of any action, the 
indemnified party shall, if a claim in respect thereof is to be made 
against the indemnifying party under this Section 7, notify the 
indemnifying party in writing of the claim or the commencement of that 
action; provided, however, that the failure to notify the indemnifying 
party shall not relieve it from any liability which it may have under 
this Section 7 except to the extent it has been materially prejudiced by 
such failure and, provided further, that the failure to notify the 
indemnifying party shall not relieve it from any liability which it may 
have to an indemnified party otherwise than under this Section 7.  If 
any such claim or action shall be brought against an indemnified party, 
and it shall notify the indemnifying party thereof, the indemnifying 
party shall be entitled to participate therein and, to the extent that 
it wishes, jointly with any other similarly notified indemnifying party, 
to assume the defense thereof with counsel reasonably satisfactory to 
the indemnified party.  After notice from the indemnifying party to the 
indemnified party of its election to assume the defense of such claim or 
action, the indemnifying party shall not be liable to the indemnified 
party under this Section 7 for any legal or other expenses subsequently 
incurred by the indemnified party in connection with the defense thereof 
other than reasonable costs of investigation; provided, however, that 
the indemnified party shall have the right to employ counsel to 
represent jointly the Agents and their respective officers, employees 
and controlling persons who may be subject to liability arising out of 
any claim in respect of which indemnity may be sought by the Agents 
against the Transaction Entities under this Section 7 if, in the 
reasonable judgment of the Agents, it is advisable for the Agents and 
those officers, employees and controlling persons to be jointly 
represented by separate counsel, and in that event the fees and expenses 
of such separate counsel shall be paid by the Transaction Entities.  No 
indemnifying party shall be liable for any settlement of any proceeding 
effected without its written consent, but if settled with such consent 
or if there be a final judgment for the plaintiff, the indemnifying 
party agrees to indemnify the indemnified party from and against any 
loss or liability by reason of such settlement or judgment.  
Notwithstanding the foregoing sentence, if at any time an indemnified 
party shall have requested an indemnifying party to reimburse the 
indemnified party for fees and expenses of counsel, the indemnifying 
party agrees that is shall be liable for any settlement of any 
proceeding effected without its written consent if (i) such settlement 
is entered into more than 30 days after receipt by such indemnifying 
party of the aforesaid request and (ii) such indemnifying party shall 
not have reimbursed the indemnified party in accordance with such 
request prior to the date of such settlement.  No indemnifying party 
shall, without the prior written consent of the indemnified party, 
effect any settlement of any pending or threatened proceeding in respect 
of which any indemnified party is or could have been a party and 
indemnity could have been sought hereunder by such indemnified party, 
unless such settlement includes an unconditional release of such 
indemnified party from all liability on claims that are the subject 
matter of such proceeding.

(d)  If the indemnification provided for in this Section 7 shall for any 
reason be unavailable to an indemnified party under Section 7(a) or 7(b) 
in respect of any loss, claim, damage or liability, or any action in 
respect thereof, referred to therein, then each indemnifying party 
shall, in lieu of indemnifying such indemnified party, contribute to the 
amount paid or payable by such indemnified party as a result of such 
loss, claim, damage or liability, or action in respect thereof, (i) in 
such proportion as shall be appropriate to reflect the relative benefits 
received by the Transaction Entities on the one hand and the Agents on 
the other from the offering of the Notes or (ii) if the allocation 
provided by clause (i) above is not permitted by applicable law, in such 
proportion as is appropriate to reflect not only the relative benefits 
referred to in clause (i) above but also the relative fault of the 
Transaction Entities on the one hand and the Agents on the other with 
respect to the statements or omissions which resulted in such loss, 
claim, damage or liability, or action in respect thereof, as well as any 
other relevant equitable considerations.  The relative benefits received 
by the Transaction Entities on the one hand and the Agents on the other 
with respect to such offering shall be deemed to be in the same 
proportion as the total net proceeds from the offering of the (before 
deducting expenses) received by the Transaction Entities bears to the 
total commissions received by the Agents with respect to such offering.  
The relative fault shall be determined by reference to whether the 
untrue or alleged untrue statement of a material fact or omission or 
alleged omission to state a material fact relates to information 
supplied by the Transaction Entities or the Agents, the intent of the 
parties and their relative knowledge, access to information and 
opportunity to correct or prevent such statement or omission.  The 
Transaction Entities and the Agents agree that it would not be just and 
equitable if contributions pursuant to this Section were to be 
determined by pro rata allocation (even if the Agents were treated as 
one entity for such purpose) or by any other method of allocation which 
does not take into account the equitable considerations referred to 
herein.  The amount paid or payable by an indemnified party as a result 
of the loss, claim, damage or liability, or action in respect thereof, 
referred to above in this Section shall be deemed to include, for 
purposes of this Section 7(d), any legal or other expenses reasonably 
incurred by such indemnified party in connection with investigating or 
defending any such action or claim.  Notwithstanding the provisions of 
this Section 7(d), no Agent shall be required to contribute any amount 
in excess of the amount by which the total price at which the Notes sold 
through such Agent and distributed to the public were offered to the 
public exceeds the amount of any damages which such Agent has otherwise 
paid or become liable to pay by reason of any untrue or alleged untrue 
statement or omission or alleged omission.  No person guilty of 
fraudulent misrepresentation (within the meaning of Section 11(f) of the 
Securities Act) shall be entitled to contribution from any person who 
was not guilty of such fraudulent misrepresentation.

7.  STATUS OF EACH AGENT.  In soliciting offers to purchase the Notes 
from the Operating Partnership pursuant to this Agreement (other than in 
respect of any Purchase Agreement), each Agent is acting individually 
and not jointly and is acting solely as agent for the Operating 
Partnership and not as principal.  Each Agent will make reasonable 
efforts to assist the Operating Partnership in obtaining performance by 
each purchaser whose offer to purchase Notes from the Operating 
Partnership has been solicited by such Agent and accepted by the 
Operating Partnership but such Agent shall have no liability to the 
Operating Partnership in the event any such purchase is not consummated 
for any reason.  If the Operating Partnership shall default in its 
obligations to deliver Notes to a purchaser whose offer it has accepted, 
the Operating Partnership shall (i) hold the Agents harmless against any 
loss, claim or damage arising from or as a result of such default by the 
Operating Partnership and (ii), in particular, pay to the Agents any 
commission to which they would be entitled in connection with such sale.

8.  TERMINATION.  This Agreement may be terminated for any reason with 
respect to any party hereto, at any time, by any party hereto upon the 
giving of one day's written notice of such termination to the other 
parties hereto; provided, however, if such terminating party is an 
Agent, such termination shall be effective only with respect to such 
terminating party.  If, at the time of a termination, an offer to 
purchase any of the Notes has been accepted by the Operating Partnership 
but the time of delivery to the purchaser has not occurred, the 
provisions of this Agreement shall remain in effect until such Notes are 
delivered.  The provisions of Sections 2(c), 3(f), 3(j), 3(k), 4, 7, 8 
and 12 hereof shall survive any termination of this Agreement.

9.  NOTICES, ETC.  All statements, requests, notices and agreements 
hereunder shall be in writing, and:

(a)  if to the Agents, shall be delivered or sent by mail, telex or 
facsimile transmission to: Lehman Brothers Inc., Three World Financial 
Center, New York, New York 10285, Attention:  Medium Term Note 
Department, 9th Floor; Telephone No. (212) 640-8400; Fax No.:  (212) 
528-7035, with a copy, in the case of any notice pursuant to Section 
7(c), to the Director of Litigation, Office of the General Counsel, 
Lehman Brothers Inc., 3 World Financial Center, 10th Floor, New York, NY 
10285; Donaldson, Lufkin & Jenrette Securities Corporation, Corporate 
Syndicate, 277 Park Avenue, 9th Floor, New York, NY 10172, (212) 892-
4801, telecopier (212) 892-2682; First Chicago Capital Markets, Inc., 
One First National Plaza, Suite 0307, Chicago, Illinois 60670, 
Attention: Operations Manager, Medium Term Notes/ Cherie McNight, (312) 
732-9633, telecopier: (312) 732-7966; J.P. Morgan Securities Inc., 60 
Wall Street, 3d Floor, New York, New York 10260, Attention: MTN Trading 
Desk, (212) 648-0591, telecopier: (212) 648-5909; UBS Securities LLC, 
299 Park Avenue, 26th Floor, New York, New York 10171, Attention: 
Richard Messina, (212) 821-4542, telecopier: (212) 821-3667;

(b)  if to the Transaction Entities, shall be delivered or sent by mail, 
telex or facsimile transmission to the Company, 65 Valley Stream 
Parkway, Malvern, PA  19355, Attention:  General Counsel (Fax:  610-644-
2175);

provided, however, that any notice to an Agent pursuant to Section 7(c) 
shall be delivered or sent by mail, telex or facsimile transmission to 
such Agent at its address set forth in its acceptance telex to the 
Agents, which address will be supplied to any other party hereto by the 
Agents upon request.  Any such statements, requests, notices or 
agreements shall take effect at the time of receipt thereof.  The 
Transaction Entities shall be entitled to act and rely upon any request, 
consent, notice or agreement given or made on behalf of the Agents by 
Lehman Brothers Inc.

10.  PERSONS ENTITLED TO BENEFIT OF AGREEMENT.  This Agreement shall 
inure to the benefit of and be binding upon the Agents, the Transaction 
Entities and their respective personal representatives and successors.  
This Agreement and the terms and provisions hereof are for the sole 
benefit of only those persons, except that (A) the representations, 
warranties, indemnities and agreements of the Transaction Entities 
contained in this Agreement shall also be deemed to be for the benefit 
of the person or persons, if any, who control any Agent within the 
meaning of Section 15 of the Securities Act and (B) the indemnity 
agreement of the Agents contained in Section 7 of this Agreement shall 
be deemed to be for the benefit of trustees of the Company, officers of 
the Company who have signed the Registration Statement and any person 
controlling the Transaction Entities within the meaning of section 15 of 
the Securities Act.  Nothing in this Agreement is intended or shall be 
construed to give any person, other than the persons referred to in this 
Section 11, any legal or equitable right, remedy or claim under or in 
respect of this Agreement or any provision contained herein.

11.  SURVIVAL.  The respective indemnities, representations, warranties 
and agreements of the Transaction Entities and the Agents contained in 
this Agreement or made by or on behalf on them, respectively, pursuant 
to this Agreement, shall survive each delivery of and payment for any of 
the Notes and shall remain in full force and effect, regardless of any 
investigation made by or on behalf of any of them or any person 
controlling any of them, and shall survive each delivery of and payment 
for any of the Notes.

12.  SALES OF NOTES DENOMINATED IN A FOREIGN CURRENCY AND INDEXED NOTES.  
If at any time the Operating Partnership and any of the Agents shall 
determine to issue and sell Notes denominated in a currency or currency 
unit other than U.S. Dollars, which other currency may include a 
composite currency, or with respect to which an index is used to 
determine the amounts of payments of principal and any premium or 
interest, the Company and any such Agent shall execute and deliver an 
Amendment (a "Foreign Currency Amendment" or "Indexed Note Amendment," 
as the case may be) in the form attached hereto as Exhibit D.  Such 
amendment shall establish, as appropriate additions and modifications 
that shall apply to the sales, whether offered on an agency or principal 
basis, of the Notes covered thereby.  The Agents are authorized to 
solicit offers to purchase Notes with respect to which an index is used 
to determine the amounts of payments of principal and any premium and 
interest, and the Company shall agree to any sales of such Notes 
(whether offered on an agency or principal basis), only in a minimum 
aggregate amount of $2,500,000.

13.  DEFINITION OF THE TERM "SUBSIDIARY".  For purposes of this 
Agreement, "subsidiary" has the meaning set forth in Rule 405 of the 
Rules and Regulations.

14.  GOVERNING LAW.  This Agreement shall be governed by and construed 
in accordance with the laws of New York.

15.  COUNTERPARTS.  This Agreement may be executed in one or more 
counterparts and, if executed in more than one counterpart, the executed 
counterparts shall each be deemed to be an original but all such 
counterparts shall together constitute one and the same instrument.

16.  HEADINGS.  The headings herein are inserted for convenience of 
reference only and are not intended to be part of, or to affect the 
meaning or interpretation of, this Agreement.

If the foregoing correctly sets forth the agreement between the Company 
and the Agents, please indicate your acceptance in the space provided 
for that purpose below.


Very truly yours,

LIBERTY PROPERTY TRUST



By:
    -------------------------------- 
    Name:  Willard G. Rouse III
    Title: Chairman of the Board and Chief Executive Officer



LIBERTY PROPERTY LIMITED PARTNERSHIP

By:Liberty Property Trust, its sole general partner


By:
    -------------------------------- 
    Name:  Willard G. Rouse III
    Title: Chairman of the Board and Chief Executive Officer

Confirmed and Accepted,
as of the date first above written:  


Lehman Brothers Inc.



By:   /s/ BART MCDADE
      --------------------------------                                     
            Authorized Representative

Donaldson, Lufkin & Jenrette Securities Corporation



By:   /s/ ROGER THOMPSON
      -------------------------------- 
Name:  Roger Thompson
      -------------------------------- 
Title: Senior Vice President
      -------------------------------- 

First Chicago Capital Markets, Inc.



By:    /s/ EVONNE W. TAYLOR
      -------------------------------- 
Name:  Evonne W. Taylor
      -------------------------------- 
Title: Vice President
      -------------------------------- 


J.P. Morgan Securities Inc.



By:    /s/ KEYSHA BAILEY
      -------------------------------- 
Name:  Keysha Bailey
      -------------------------------- 
Title: Vice President
      -------------------------------- 



UBS Securities LLC



By:    /s/ RICHARD MESSINA
      -------------------------------- 
Name:  Richard Messina
      -------------------------------- 
Title: Director
      -------------------------------- 



Schedule A

Liberty Property Limited Partnership
Medium-Term Notes
Schedule of Payments

The Operating Partnership agrees to pay each Agent a commission equal to 
the following percentage of the aggregate U.S. dollar equivalent of the 
principal amount of Notes:

TERM                                            COMMISSION RATE
- ---------------------------------               ---------------
9 months to less than 12 months                       0.125%
12 months to less than 18 months                      0.150%
18 months to less than 2 years                        0.200%
2 years to less than 3 years                          0.250%
3 years to less than 4 years                          0.350%
4 years to less than 5 years                          0.450%
5 years to less than 6 years                          0.500%
6 years to less than 7 years                          0.550%
7 years to less than 10 years                         0.600%
10 years to less than 15 years                        0.625%
15 years to less than 20 years                        0.650%
20 years to 30 years                                  0.750%
More than 30 years                              to be negotiated 
                                                at time of sale
 



Exhibit A

The following terms, if applicable, shall be agreed to by one or more 
Agents and the Operating Partnership in connection with each sale of 
Notes:

Principal Amount: $
(or principal amount of foreign currency or composite currency)

Interest Rate or Formula:
      If Fixed Rate Note,
      Interest Rate:
      Default Rate:
      Interest Payment Dates:

      If Floating Rate Note,
      Interest Rate Basis(es):

                      If LIBOR,

                      ---- LIBOR Reuters
                           Page:

                      ---- LIBOR Telerate
                           Page:
                           Designated LIBOR Currency:
                           If CMT Rate,
                           Designated CMT Telerate Page:
                           Designated CMT Maturity Index:
                      Index Maturity:
                      Spread and/or Spread Multiplier, if any:
                      Initial Interest Rate, if any:
                      Initial Interest Reset Date:
                      Interest Reset Dates:
                      Interest Payment Dates:
                      Default Rate:
                      Maximum Interest Rate, if any:
                      Minimum Interest Rate, if any:
                      Fixed Rate Commencement Date, if any:
                      Fixed Interest Rate, if any:
                      Calculation Agent:

If Redeemable:
      Initial Redemption Date:
      Initial Redemption Percentage:
      Annual Redemption Percentage Reduction, if any:

If Repayable:
      Optional Repayment Date(s):

Original Issue Date:
Stated Maturity Date:
Specified Currency:
Exchange Rate Agent:
Authorized Denomination:
Purchase Price:       %, plus accrued interest, if any, from 
Closing Date and Time:
Additional/Other Terms:



EXHIBIT B



                   LIBERTY PROPERTY LIMITED PARTNERSHIP
                            MEDIUM-TERM NOTES

                        ADMINISTRATIVE PROCEDURES


Medium-Term Notes Due Nine Months or More from Date of Issuance (the 
"Notes") are to be offered on a continuing basis by Liberty Property 
Limited Partnership (the "Operating Partnership").  Lehman Brothers 
Inc., Donaldson, Lufkin & Jenrette Securities Corporation, First Chicago 
Capital Markets, Inc., J.P. Morgan Securities Inc. and UBS Securities 
LLC, as agents (each, an "Agent" and collectively, the "Agents"), have 
each agreed to use their reasonable best efforts to solicit offers to 
purchase the Notes.  The Notes are being sold pursuant to a Distribution 
Agreement between the Operating Partnership, Liberty Property Trust, a 
Maryland real estate investment trust, its General Partner, and the 
Agents dated January 12, 1998 (as it may be supplemented or amended from 
time to time, the "Distribution Agreement") to which these 
administrative procedures are attached as an exhibit.  The Notes will be 
issued under an indenture dated October 24, 1997 between the Operating 
Partnership and The First National Bank of Chicago, as trustee (the 
"Trustee"), as heretofore supplemented.  The Notes will rank equally 
with all other unsecured and unsubordinated indebtedness of the 
Operating Partnership and will have been registered with the Securities 
and Exchange Commission (the "Commission").  Terms defined in the 
Prospectus relating to the Notes (the "Prospectus") and in the 
Distribution Agreement shall have the same meaning when used in this 
exhibit.  Special administrative procedures for Multi-Currency Notes and 
for Global Securities relating to Book-Entry Notes follow these 
administrative procedures.

Administrative responsibilities, document control and record-keeping 
functions to be performed by the Operating Partnership will be performed 
by its Chief Financial Officer.  Administrative procedures for the 
offering are explained below.

PRICE TO PUBLIC

Each Note will be issued at 100% of principal amount, unless otherwise 
determined by the Operating Partnership.

DATE OF ISSUANCE

Each Note will be dated and issued as of the date of its authentication 
by the Trustee.

MATURITIES

Each Note will mature on a Business Day (as defined below) selected by 
the purchaser and agreed upon by the Operating Partnership, such date 
being at least nine months from the date of issuance.  Each Floating 
Rate Note will mature on an Interest Payment Date (as defined below).

"Business Day" shall mean any day which is not a Saturday or Sunday and 
which is not a day on which banking institutions are generally 
authorized or required by law to close in the City of New York.

REGISTRATION

Notes will be issued only in fully registered form as either a Book-
Entry Note or a Certificated Note.  Certificated Notes may be presented 
for registration of transfer or exchange at the Trustee's New York 
office.

DENOMINATIONS

The Notes (other than Notes represented by Global Securities) will be 
issued and payable in U.S. dollars in the denomination of $100,000 and 
any larger denomination which is an integral multiple of $1,000.

INTEREST PAYMENTS

Each Note bearing interest at a fixed rate (a "Fixed Rate Note") will 
bear interest from its issue date at the annual rate stated on the face 
thereof, payable on March 15 and September 15 of each year (each an 
"Interest Payment Date" with respect to such Fixed Rate Note) and at 
Stated Maturity or upon redemption, if applicable.

Special provisions are set forth in the Prospectus relating to Notes 
bearing interest at a rate or rates determined by reference to an 
interest rate formula ("Floating Rate Notes") at a rate determined 
pursuant to the formula stated on the face thereof, payable in arrears 
on such dates as are specified therein (each an "Interest Payment Date" 
with respect to such Floating Rate Note).

Interest on Fixed Rate Notes will be calculated and paid on the basis of 
a 360-day year of twelve 30-day months.  Interest will be payable to the 
person in whose name such Note is registered at the close of business on 
the fifteenth day (whether or not a Business Day) next preceding an 
Interest Payment Date with respect to Floating Rate Notes (the "Record 
Dates") next preceding the respective Interest Payment Date; provided, 
however, that interest payable at Stated Maturity will be payable to the 
person to whom principal shall be payable.  Any payment of principal and 
interest on such Note required to be paid on an Interest Payment Date or 
at Stated Maturity or upon redemption, if applicable, which is not a 
Business Day shall be postponed to the next day which is a Business Day.  
The first payment of interest on any Note originally issued between a 
Record Date and an Interest Payment Date will be made on the Interest 
Payment Date following the next succeeding Record Date.  All interest 
payments, excluding interest payments made at Stated Maturity or upon 
redemption, if applicable, will be made by check mailed to the person 
entitled thereto as provided above, or, at the option of the Operating 
Partnership, by wire transfer to an account maintained by such person 
with a bank located in the United States.  Notwithstanding the 
foregoing, the holder of $1 million or more in aggregate principal 
amount of Notes with the same Interest Payment Date may request payment 
by wire transfers.

On the fifth Business Day immediately preceding each Interest Payment 
Date, the Trustee will furnish the Operating Partnership with the total 
amount of the interest payments to be made on such Interest Payment 
Date.  The Trustee (or any duly selected paying agent) will provide 
monthly to the Operating Partnership's Treasury Department a list of the 
principal and interest to be paid on Notes maturing in the next 
succeeding month. The Operating Partnership will provide to the Trustee 
not later than the payment date sufficient moneys to pay in full all 
principal and interest payments due on such payment date.  The Trustee 
will assume responsibility for withholding taxes on interest paid as 
required by law.

ACCEPTANCE AND REJECTION OF OFFERS

The Operating Partnership shall have the sole right to accept offers to 
purchase Notes and may reject any such offer in whole or in part.  Each 
Agent shall promptly communicate to the Operating Partnership, orally or 
in writing, each reasonable offer to purchase Notes from the Operating 
Partnership received by it other than those rejected by such Agent.  
Each Agent shall have the right, in its discretion reasonably exercised 
without advising the Operating Partnership, to reject any offers in 
whole or in part.

SETTLEMENT

The receipt of immediately available funds in U.S. Dollars by the 
Operating Partnership in payment for a Note (less the applicable 
commission) and the authentication and issuance of such Note shall, with 
respect to such Note, constitute "Settlement."  All offers accepted by 
the Operating Partnership will be settled from one to five Business Days 
from the date of acceptance by the Operating Partnership pursuant to the 
timetable for Settlement set forth below unless the Operating 
Partnership and the purchaser agree to Settlement on a later date; 
provided, however, that the Operating Partnership will so notify the 
Trustee of any such later date on or before the Business Day immediately 
prior to the Settlement date.

SETTLEMENT PROCEDURES

In the event of a purchase of Notes by an Agent, as principal, 
appropriate Settlement details will be set forth in the applicable 
Purchase Agreement to be entered into between such Agent and the 
Operating Partnership pursuant to the Distribution Agreement.  In the 
event of the sale of a Multi-Currency Note or an Indexed Note, 
additional or different Settlement details may be set forth in the 
applicable Amendment to be entered into between the Agent and the 
Operating Partnership pursuant to the Distribution Agreement.

Settlement procedures with regard to each Note sold through each Agent 
shall be as follows:

A)  Such Agent (the "Presenting Agent") will advise the Operating 
Partnership by telephone, telex or facsimile, of the following 
Settlement information:

      1)  Exact name in which the Note is to be registered ("Registered 
Owner").

      2)  Exact address of the Registered Owner and address for payment 
of principal and interest, if any.

      3)  Taxpayer identification number of the Registered Owner.

      4)  Principal amount of the Note (and, if multiple Notes are to be 
issued, denominations thereof). 

      5)  Settlement date.

      6)  Stated Maturity.

B)  Issue Price and any OID information.

      1)  Trade Date/Original Issue Date.

          a)  Interest rate:

              (i)  Fixed Rate Notes:

                   (A)  interest rate
                   (B)  overdue rate, if any

               (ii)  Floating Rate Notes:

                     (A)  interest rate basis
                     (B)  initial interest rate
                     (C)  spread or spread multiplier, if any
                     (D)  interest rate reset periods
                     (E)  interest payment dates
                     (F)  index maturity
                     (G)  maximum and minimum interest rates, if any
                     (H)  record dates
                     (I)  interest determination dates
                     (J)  overdue rate, if any

      2)  The date on or after which the Notes are redeemable at the 
option of the Operating Partnership, and additional redemption or 
repurchase provisions, if any.

      3)  Wire transfer information.

      4)  Presenting Agent's Commission (to be paid in the form of a 
discount from the proceeds remitted to the Operating Partnership upon 
Settlement).

B.  The Operating Partnership will confirm the above Settlement 
information to the Trustee by telephone, telex or facsimile, and the 
Trustee will assign a Note number to the transaction.  If the Operating 
Partnership rejects an offer, the Operating Partnership will promptly 
notify the Presenting Agent and the Trustee by telephone.

C.  The Trustee will complete the first page of the preprinted 4-ply 
Note packet [Note: Such a packet need not be prepared if the Operating 
Partnership is utilizing the book-entry system, see procedures below, 
the form of which was previously approved by the Operating Partnership, 
the Agents and the Trustee.]

D.  The Trustee will deliver the Note (with the attached white 
confirmation) and the yellow and blue stubs to the Agent.  The 
Presenting Agent will acknowledge receipt of the Note by completing the 
yellow stub and returning it to the Trustee.

E.  The Presenting Agent will cause to be wire transferred to a bank 
account designated by the Operating Partnership immediately available 
funds in U.S. dollars in the amount of the principal amount of the Note, 
less the applicable commission or discount, if any.

F.  The Presenting Agent will deliver the Note (with the attached white 
confirmation) to the purchaser against payment in immediately available 
funds in the amount of the principal amount of the Note.  The Presenting 
Agent will deliver to the purchaser a copy of the most recent Prospectus 
applicable to the Note with or prior to any written offer of Notes, 
delivery of the Note and the confirmation and payment by the purchaser 
for the Note.

G.  The Presenting Agent will obtain the acknowledgement of receipt for 
the Note and Prospectus by the purchaser through the purchaser's 
completion of the blue stub.

H.  The Trustee will mail the pink stub to the Operating Partnership's 
Treasurer.

SETTLEMENT PROCEDURES TIMETABLE

For offers accepted by the Operating Partnership, Settlement procedures 
"A" through "H" set forth above shall be completed on or before the 
respective times set forth below:

SETTLEMENT
PROCEDURE           TIME (NEW YORK)
- ----------          -------------------------------------------------
A                   5 PM on date of order
B                   3 PM on the Business Day prior to Settlement Date
C-D                 12 Noon on the Settlement Date
E                   2:15 PM on the Settlement date
F-G                 3 PM on the Settlement Date
H                   5 PM on Business Day after the Settlement Date


FAILS

In the event that a purchaser of a Note shall either fail to accept 
delivery of or make payment for such Note on the date fixed by the 
Operating Partnership for Settlement, the Presenting Agent will 
immediately notify the Trustee and the Operating Partnership's Treasurer 
by telephone, confirmed in writing, of such failure and return the Note 
to the Trustee.  Upon the Trustee's receipt of the Note from the 
Presenting Agent, the Operating Partnership will promptly return to the 
Presenting Agent an amount of immediately available funds in U.S. 
dollars equal to any amount previously transferred to the Operating 
Partnership in respect of the Note pursuant to advances made by the 
Agent.  Such returns will be made on the Settlement date, if possible, 
and in any event not later than 12 noon (New York City time) on the 
Business Day following the Settlement date.  The Operating Partnership 
will reimburse the Presenting Agent on an equitable basis for its loss 
of the use of the funds during the period when the funds were credited 
to the account of the Operating Partnership.  Upon receipt of the Note 
in respect of which the default occurred, the Trustee will mark the Note 
"cancelled," make appropriate entries in its records and deliver the 
Note to the Operating Partnership with an appropriate debit advice.  The 
Presenting Agent will not be entitled to any commission with respect to 
any Note which the purchaser does not accept or make payment for.

PRICING REDEMPTION

Except as otherwise specified in the applicable Pricing Supplement and 
on the Notes, the Notes will not be redeemable prior to their Stated 
Maturity.  If so specified in a Pricing Supplement and on the Note, such 
Note will be subject to redemption by the Operating Partnership, at any 
time on or after the date set forth on such supplement and the Note, in 
whole or from time to time in part, at the option of the Operating 
Partnership, at the redemption price set forth therein, together with 
interest accrued thereon on the date of redemption.

Notice of redemption shall be given by first-class mail postage prepaid, 
mailed not less than 30 days nor more than 60 days prior to the date of 
redemption, to each holder of Notes to be redeemed, in the manner and in 
accordance with the Indenture.  In the event of redemption in part of 
any Note, a new Note for the amount of the unredeemed portion shall be 
issued in the name of the Holder upon cancellation of the redeemed Note.

MATURITY

Upon presentation of each Note at Maturity the Trustee (or any duly 
appointed Paying Agent) will pay the principal amount thereof, together 
with accrued interest through the date of redemption.  Such payment 
shall be made in immediately available funds in U.S. dollars, provided 
that the Note is presented to the Trustee (or any such Paying Agent) in 
time for the Trustee (or such Paying Agent) to make payments in such 
funds in accordance with its normal procedures.  The Operating 
Partnership will provide the Trustee (and any such Paying Agent) with 
funds available for immediate use for such purpose.  Notes presented at 
Maturity will be cancelled by the Trustee as provided in the Indenture.

PROCEDURES FOR ESTABLISHING THE TERMS OF THE NOTES

The Operating Partnership and the Agents will discuss from time to time 
the rates to be borne by the Notes that may be sold as a result of the 
solicitation of offers by the Agents.  Once any Agent has recorded any 
indication of interest in Notes upon certain terms, and communicated 
with the Operating Partnership, if the Operating Partnership accepts an 
offer to purchase Notes upon such terms, it will prepare a Pricing 
Supplement in the form previously approved by the Agents, reflecting the 
terms of such Notes and, after approval from the Presenting Agent, will 
arrange to have 10 copies of such Pricing Supplement (together with the 
Prospectus, if amended or supplemented) filed with the Commission and 
will supply an appropriate number of copies of the Prospectus, as then 
amended or supplemented, together with such Pricing Supplement, to the 
Presenting Agent.  See "Delivery of Prospectus." No settlements with 
respect to Notes upon such terms may occur prior to such filing and the 
Presenting Agent will not, prior to such filing, mail confirmations to 
customers who have offered to purchase Notes upon such terms.  After 
such filing, sales, mailing of confirmations and settlements may occur 
with respect to Notes upon such terms, subject to the provisions of 
"Delivery of Prospectus" below.

If the Operating Partnership decides to post rates and a decision has 
been reached to change interest rates, the Operating Partnership will 
promptly notify each Agent.  Each Agent will forthwith suspend 
solicitation of purchases.  At that time, the Agents will recommend and 
the Operating Partnership will establish rates to be so "posted."  
Following establishment of posted rates and prior to the filing 
described in the following sentence, the Agents may only record 
indications of interest in purchasing Notes at the posted rates.  Once 
any Agent has recorded any indication of interest in Notes at the posted 
rates and communicated with the Operating Partnership, if the Operating 
Partnership plans to accept an offer at the posted rate, it will prepare 
a Pricing Supplement reflecting such posted rates and, after approval 
from the Presenting Agent, will arrange to have 10 copies of such 
Pricing Supplement (together with the Prospectus if amended or 
supplemented) filed with the Commission and will supply an appropriate 
number of copies of the Prospectus, as then amended or supplemented, to 
the Presenting Agent.  See "Delivery of Prospectus."  No settlements at 
the posted rates may occur prior to such filing and the Presenting Agent 
will not, prior to such filing, mail confirmations to customers who have 
offered to purchase Notes at the posted rates.  After such filing, 
sales, mailing of confirmations and settlements may resume, subject to 
the provisions of "Delivery of Prospectus" below.

SUSPENSION OF SOLICITATION; AMENDMENT OR SUPPLEMENT

In the event that at the time the Agents, at the direction of the 
Operating Partnership, suspends solicitation of offers to purchase from 
the Operating Partnership there shall be any orders outstanding which 
have not been settled, the Operating Partnership will promptly advise 
the Agents and the Trustee whether such orders may be settled and 
whether copies of the Prospectus as theretofore amended and/or 
supplemented as in effect at the time of the suspension may be delivered 
in connection with the settlement of such orders.  The Operating 
Partnership will have the sole responsibility for such decision and for 
any arrangements which may be made in the event that the Operating 
Partnership determines that such orders may not be settled or that 
copies of such Prospectus may not be so delivered.

DELIVERY OF PROSPECTUS

A copy of the Prospectus as most recently amended or supplemented on the 
date of delivery thereof, together with the applicable Pricing 
Supplement, must be delivered to a purchaser prior to or together with 
the earlier of the delivery of (i) the written confirmation of a sale 
sent to a purchaser or his agent and (ii) any Note purchased by such 
purchaser.  The Operating Partnership shall ensure that the Presenting 
Agent receives copies of the Prospectus and each amendment or supplement 
thereto (including the applicable Pricing Supplement) in such quantities 
and within such time limits as will enable the Presenting Agent to 
deliver such confirmation or Note to a purchaser as contemplated by 
these procedures and in compliance with the preceding sentence.  Copies 
of Pricing Supplements should be delivered to the applicable address:  
if to Lehman Brothers Inc., to c/o ADP, Prospectus Services, 536 Broad 
Hollow Road, Melville, New York 11747, Attention: Mike Ward, (516) 
254-7106, telecopier: (516) 249-7942 and by hand to Lehman Brothers 
Inc., 3 World Financial Center, 9th floor, New York, New York  10285, 
Attention: Brunnie Vazquez, (212) 526-8400; if to Donaldson, Lufkin & 
Jenrette Securities Corporation, to: Donaldson, Lufkin & Jenrette 
Securities Corporation, Corporate Syndicate, 277 Park Avenue, 9th Floor, 
New York, NY 10172, (212) 892-4801, telecopier (212) 892-2682; if to 
First Chicago Capital Markets, Inc., to: First Chicago Capital Markets, 
Inc., One First National Plaza, Suite 0307, Chicago, Illinois 60670, 
Attention: Operations Manager, Medium Term Notes/ Cherie McNight, (312) 
732-9633, telecopier: (312) 732-7966; if to J.P. Morgan Securities Inc., 
to: J.P. Morgan Securities Inc., 60 Wall Street, 3d Floor, New York, New 
York 10260, Attention: MTN Trading Desk, (212) 648-0591, telecopier: 
(212) 648-5909; if to UBS Securities LLC, to: UBS Securities LLC, 299 
Park Avenue, 26th Floor, New York, New York 10171, Attention: Richard 
Messina, (212) 821-4542, telecopier: (212) 821-3667; with a copy to 
Rogers & Wells, 200 Park Avenue, New York, New York 10166, Attention:  
Robert E. King, Jr., Esq.  If, since the date of acceptance of a 
purchaser's offer, the Prospectus shall have been supplemented solely to 
reflect any sale of Notes on terms different from those agreed to 
between the Operating Partnership and such purchaser or a change in 
posted rates not applicable to such purchaser, such purchaser shall not 
receive the Prospectus as supplemented by such new supplement, but shall 
receive the Prospectus as supplemented to reflect the terms of the Notes 
being purchased by such purchaser and otherwise as most recently amended 
or supplemented on the date of delivery of the Prospectus.  The Trustee 
will make all such deliveries with respect to all Notes sold directly by 
the Operating Partnership.

AUTHENTICITY OF SIGNATURES

The Operating Partnership will cause the Trustee to furnish the Agents 
from time to time with the specimen signatures of each of the Trustee's 
officers, employees and agents who have been authorized by the Trustee 
to authenticate Notes, but the Agents will have no obligation or 
liability to the Operating Partnership or the Trustee in respect of the 
authenticity of the signature of any officer, employee or agent of the 
Operating Partnership or the Trustee on any Note.

ADVERTISING COSTS

The Operating Partnership will determine with the Agents the amount and 
nature of advertising that may be appropriate in offering the Notes.  
Advertising expenses incurred with the consent of the Operating 
Partnership will be paid by the Operating Partnership.


SPECIAL ADMINISTRATIVE PROCEDURES
FOR MULTI-CURRENCY NOTES


Unless otherwise set forth in an applicable Foreign Currency Amendment, 
the following procedures and terms shall apply to Multi-Currency Notes 
in addition to, and to the extent inconsistent therewith in replacement 
of, the procedures and terms set forth above.

DENOMINATIONS

The authorized denominations for Multi-Currency Notes will be set forth 
in the applicable Pricing Supplement.

CURRENCIES

Unless otherwise specified in the applicable Pricing Supplement, 
purchasers of MultiCurrency Notes are required to pay for such Multi-
Currency Notes in the Specified Currency in immediately available funds.  
If requested by the purchaser of the Multi-Currency Note on or prior to 
the fifth Business Day preceding the date of delivery of the Multi-
Currency Notes (or by such other day as the Presenting Agent shall 
determine), the Presenting Agent will arrange the conversion of U.S. 
dollars into such Specified Currency to enable the purchaser to pay for 
the Multi-Currency Notes.  Each such conversion will be made by the 
Presenting Agent on such terms and subject to such conditions, 
limitations and charges as such Presenting Agent may from time to time 
establish in accordance with its regular foreign exchange practices.  
All costs of exchange will be borne by the purchasers of the Multi-
Currency Notes.

PAYMENT OF PRINCIPAL AND INTEREST

The principal of, premium, if any, and interest on Multi-Currency Notes 
will be payable in the Specified Currency.  Unless otherwise indicated 
in the applicable Pricing Supplement, the agent appointed by the 
Operating Partnership (the "Exchange Rate Agent") will convert all such 
payments of principal, premium, if any, and interest to U.S. dollars.  
However, unless otherwise indicated in the applicable Pricing 
Supplement, the holder of a Multi-Currency Note may elect to receive 
such payments in the Specified Currency as described below.

Any U.S. dollar amount to be received by a holder of a Multi-Currency 
Note will be based on the highest bid quotation in The City of New York 
received by the Exchange Rate Agent at approximately 11:00 A.M., New 
York City time, on the second Business Day preceding the applicable 
payment date from three recognized foreign exchange dealers (one of 
which may be the Exchange Rate Agent) for the purchase by the quoting 
dealer of the Specified Currency for U.S. dollars for settlement on such 
payment date in the aggregate amount of the Specified Currency payable 
to all holders of Notes scheduled to receive U.S. dollar payments and at 
which the applicable dealer commits to execute a contract.  If such bid 
quotations are not available, payments will be made in the Specified 
Currency.  All currency exchange costs will be borne by the holder of 
the Multi-Currency Note by deductions from such payments.

A holder of a Multi-Currency Note may, unless otherwise specified in the 
applicable Pricing Supplement, elect to receive payment of the principal 
of, premium, if any, and interest on such Multi-Currency Notes in the 
Specified Currency, by transmitting a written request for such payment 
by mail, hand delivered, or by cable, telex or other form of facsimile 
transmission to the principal office of the Trustee (acting as the 
Operating Partnership's paying agent in The City of New York) on or 
prior to the Record Date or at least sixteen days prior to Maturity, as 
the case may be, such election to remain in effect until revoked by 
written notice to the Trustee received by the Trustee on or prior to the 
Record Date or at least sixteen days prior to Maturity, as the case may 
be.  A holder of a Multi-Currency Note may elect to receive payment in 
the Specified Currency for all principal, premium, if any, and interest 
payments and need not file a separate election for each payment.

Interest on Multi-Currency Notes paid in U.S. dollars will be paid in 
the manner specified in the applicable Pricing Supplement.  Unless 
otherwise specified in the applicable Pricing Supplement, interest on 
Multi-Currency Notes paid in the Specified Currency will be paid by wire 
transfer to a bank account maintained by the holder in the country of 
the Specified Currency.  The principal of Multi-Currency Notes, together 
with interest accrued and unpaid therein, due at Maturity will be paid 
in immediately available funds against presentation of such Multi-
Currency Notes at the principal office of the Trustee, provided that 
principal, premium, if any, and interest payable at Maturity in a 
Specified Currency will be paid by wire transfer to such bank account.  
Any payment of principal or interest required to be made on an Interest 
Payment Date or at Maturity of a Multi-Currency Note which is not a 
Business Day need not be made on such day, but may be made on the next 
succeeding Business Day with the same force and effect as if made on the 
Interest Payment Date or Maturity, as the case may be, and no interest 
shall accrue from the period from and after such Interest Payment Date 
or Maturity.

PAYMENT OF PRINCIPAL AND INTEREST

If a Specified Currency is not available for payment of principal or 
interest with respect to a Multi-Currency Note due to the imposition of 
exchange controls or other circumstances beyond the reasonable control 
of the Operating Partnership, the Operating Partnership will be entitled 
to satisfy its obligations to holders of Multi-Currency Notes by making 
such payment in U.S. dollars on the basis of the noon buying rate in The 
City of New York for cable transfers of the Specified Currency as 
certified for customs purposes by the Federal Reserve Bank of New York 
(the "Market Exchange Rate") on the second day prior to such payment, or 
if such Market Exchange Rate is not then available, on the basis of the 
most recently available Market Exchange Rate or as otherwise indicated 
in the applicable Pricing Supplement.  Any payment made under such 
circumstances in U.S. dollars where required payment is in a Specified 
Currency will not constitute a default under the Indenture.

OUTSTANDING MULTI-CURRENCY NOTES

For purposes of calculating the principal amount of any Multi-Currency 
Note for any purpose under the Indenture, the principal amount of such 
Multi-Currency Note at any time Outstanding shall be deemed to be the 
U.S. dollar equivalent at the Market Exchange Rate, determined as of the 
date of the original issuance of such Multi-Currency Note, of the 
principal amount of such Multi-Currency Note.

DETAILS FOR SETTLEMENT OF MULTI-CURRENCY NOTES

In addition to the Settlement information specified in "Settlement 
Procedures" above, the Presenting Agent shall communicate to the 
Operating Partnership in the manner set forth in "Settlement Procedures" 
the following information:

1.  Specified Currency
2.  Denominations
3.  Wire transfer and overseas bank account information (if holder has 
elected payment in a Specified Currency).

SPECIAL ADMINISTRATIVE PROCEDURES FOR BOOK-ENTRY NOTES

Each Note will be represented by either a Global Security delivered to 
the Trustee, as agent for the Depository Trust Operating Partnership 
("DTC"), and recorded in the book-entry system maintained by DTC or a 
certificate delivered to the Holder thereof or a Person designated by 
such Holder.  An owner of a Book-Entry Note will not be entitled to 
receive a certificate representing such Note.  In connection with the 
qualification of the Book-Entry Notes for eligibility in the book-entry 
system maintained by DTC, the Trustee will perform the custodial, 
document control and administrative functions described below, in 
accordance with its respective obligations under a Letter of 
Representations from the Operating Partnership and the Trustee to DTC 
and a Medium-Term Note Certificate Agreement previously entered into 
between the Trustee and DTC, and its obligations as a participant in 
DTC, including DTC's Same-Day Funds Settlement System ("SDFS"').  Except 
as otherwise set forth in this Exhibit B, Book-Entry Notes will be 
issued in accordance with the administrative procedures set forth below.

ISSUANCE

On any date of settlement (as defined under "Settlement" below one or 
more Fixed Rate Book-Entry Notes, the Operating Partnership will issue a 
single Global Security in fully registered form without coupons 
representing up to $450,000,000 principal amount of all of such Notes 
that have the same original issuance date, interest rate and Stated 
Maturity.  Similarly, on any settlement date for one or more Floating 
Rate Book-Entry Notes, the Operating Partnership will issue a single 
Global Security representing up to $450,000,000 principal amount of all 
of such Notes that have the same interest rate formula, original 
issuance date, Initial Interest Rate, Interest Payment Dates, Index 
Maturity, Spread, Spread Multiplier, minimum interest rate (if any), 
maximum interest rate (if any) and Stated Maturity.  Each Global 
Security will be dated and issued as of the date of its authentication 
by the Trustee, as Trustee.  Each Global Security will have an interest 
accrual date (the "Interest Accrual Date"), which will be (i) with 
respect to an original Global Security (or any portion thereof), its 
original issuance date and (ii) with respect to any Global Security (or 
portion thereof) issued subsequently upon exchange of a Global Security 
or in lieu of a destroyed, lost or stolen Global Security, the most 
recent Interest Payment Date to which interest has been paid or duly 
provided for on the predecessor Global Security or Securities (or if no 
such payment or provision has been made, the original issuance date of 
the predecessor Global Security), regardless of the date of 
authentication of such subsequently issued Global Security.  No Global 
Security will represent (i) both Fixed Rate and Floating Rate Book-Entry 
Notes or (ii) any Certificated Note or (iii) any Multi-Currency or 
Indexed Note.

IDENTIFICATION NUMBERS

The Operating Partnership will arrange, on or prior to commencement of a 
program for the offering of Book-Entry Notes, with the CUSIP Service 
Bureau of Standard & Poor's Corporation (the "CUSIP Service Bureau") for 
the reservation of a series of CUSIP numbers (including tranche 
numbers), consisting of approximately 900 CUSIP numbers and relating to 
Global Securities representing the Book-Entry Notes.  The Trustee has or 
will obtain from the CUSIP Service Bureau a written list of such series 
of reserved CUSIP numbers and will deliver to the Operating Partnership 
and DTC such written list of 900 CUSIP numbers of such series.  The 
Operating Partnership will assign CUSIP numbers to Global Securities as 
described below under Settlement Procedure "B." DTC will notify the 
CUSIP Service Bureau periodically of the CUSIP numbers that the 
Operating Partnership has assigned to Global Securities.  The Trustee 
will notify the Operating Partnership at any time when fewer than 100 of 
the reserved CUSIP numbers remain unassigned to Global Securities, and 
if it deems necessary, the Operating Partnership will reserve additional 
CUSIP numbers for assignment to Global Securities representing Book-
Entry Notes.  Upon obtaining such additional CUSIP numbers the Trustee 
shall deliver such additional CUSIP numbers to the Operating Partnership 
and DTC.

REGISTRATION

Each Global Security will be registered in the name of Cede & Co., as 
nominee for DTC, on the Securities Register maintained under the 
Indenture governing such Global Security.  The beneficial owner of a 
Book-Entry Note (or one or more indirect participants in DTC designated 
by such owner) will designate one or more participants in DTC (with 
respect to such Note, the "Participants") to act as agent or agents for 
such owner in connection with the book-entry system maintained by DTC, 
and DTC will record in book-entry form, in accordance with instructions 
provided by such Participants, a credit balance with respect to such 
Note in the account of such Participants.  The ownership interest of 
such beneficial owner in such Note will be recorded through the records 
of such Participants or through the separate records of such 
Participants and one or more indirect participants in DTC.

TRANSFERS

Transfers of a Book-Entry Note will be accomplished by book entries made 
by DTC and, in turn, by Participants (and in certain cases, one or more 
indirect participants in DTC) acting on behalf of beneficial transferors 
and transferees of such Note.

CONSOLIDATION AND EXCHANGE

The Trustee may deliver to DTC and the CUSIP Service Bureau at any time 
a written notice of consolidation specifying (i) the CUSIP numbers of 
two or more Outstanding Global Securities that represent (A) Fixed Rate 
Book-Entry Notes having the same original issuance date, interest rate 
and Stated Maturity and with respect to which interest has been paid to 
the same date or (B) Floating Rate Book-Entry Notes having the same 
interest rate formula, original issuance date, Initial Interest Rate, 
Interest Payment Dates, Index Maturity, Spread or Spread Multiplier, 
minimum interest rate (if any), maximum interest rate (if any) and with 
respect to which interest has been paid to the same date, (ii) a date, 
occurring at least thirty days after such written notice is delivered 
and at least thirty days before the next Interest Payment Date for such 
Book-Entry Notes, on which such Global Securities shall be exchanged for 
a single replacement Global Security and (iii) a new CUSIP number, 
obtained from the Operating Partnership, to be assigned to such 
replacement Global Security.  Upon receipt of such a notice, DTC will 
send to its participants (including the Trustee) a written 
reorganization notice to the effect that such exchange will occur on 
such date.  Prior to the specified exchange date the Trustee will 
deliver to the CUSIP Service Bureau a written notice setting forth such 
exchange date and the new CUSIP number and stating that, as of such 
exchange date, the CUSIP numbers of the Global Securities to be 
exchanged will no longer be valid.  On the specified exchange date, the 
Trustee will exchange such Global Securities for a single Global 
Security bearing the new CUSIP number and a new Interest Accrual Date, 
and the CUSIP numbers of the exchanged Global Securities will, in 
accordance with CUSIP Service Bureau procedures, be cancelled and not 
immediately reassigned.  Notwithstanding the foregoing, if the Global 
Securities to be exchanged exceed $200,000,000 in aggregate principal 
amount, one Global Security will be authenticated and issued to 
represent each $200,000,000 of principal amount of the exchanged Global 
Securities and an additional Global Security will be authenticated and 
issued to represent any remaining principal amount of such Global 
Securities (see "Denominations" below).

MATURITIES

Each Book-Entry Note will mature on a date not less than nine months 
after the settlement date for such Note.  A Floating Rate Book-Entry 
Note will mature only on an Interest Payment Date for such Note.

DENOMINATIONS

Book-Entry Notes will be issued in principal amounts of $100,000 or any 
amount in excess thereof that is an integral multiple of $1,000.  Global 
Securities representing one or more Book-Entry Notes will be denominated 
in principal amounts not in excess of $1,000,000.  If one or more Book-
Entry Notes having an aggregate principal amount in excess of 
$200,000,000 would, but for the preceding sentence, be represented by a 
single Global Security, then one Global Security will be issued to 
represent each $200,000,000 principal amount of such Book-Entry Note or 
Notes and an additional Global Security will be issued to represent any 
remaining principal amount of such Book-Entry Note or Notes.  In such a 
case, each of the Global Securities representing such Book-Entry Note or 
Notes shall be assigned the same CUSIP number.

INTEREST

General.  Interest on each Book-Entry Note will accrue from the Interest 
Accrual Date of the Global Security representing such Note.  Each 
payment of interest on a Book-Entry Note will include interest accrued 
through the day preceding, as the case may be, the Interest Payment Date 
or Maturity; provided, however, that if the Interest Reset Dates with 
respect to any such Note are daily or weekly, interest payable on any 
Interest Payment Date, other than interest payable on any date on which 
principal for such Note is payable, will include interest accrued from 
but excluding the second preceding Regular Record Date to and including 
the next preceding Regular Record Date.  Interest payable at the 
Maturity of a Book-Entry Note will be payable to the Person to whom the 
principal of such Note is payable.  Standard & Poor's Corporation will 
use the information received in the pending deposit message described 
under Settlement Procedure "C" below in order to include the amount of 
any interest payable and certain other information regarding the related 
Global Security in the appropriate weekly bond report published by 
Standard & Poor's Corporation.

On the first Business Day of January, April, July and October of each 
year, the Trustee will deliver to the Operating Partnership and DTC a 
written list of Regular Record Dates and Interest Payment Dates that 
will occur with respect to Floating Rate Book-Entry Notes during the 
six-month period beginning on such first Business Day.  Promptly after 
each Interest Determination Date (as defined in Appendix A hereto) for 
Floating Rate Notes, the Operating Partnership will notify the Trustee, 
and the Trustee in turn will notify Standard & Poor's Corporation, of 
the interest rates determined on such Interest Determination Date.

PAYMENTS OF PRINCIPAL INTEREST

Payments of Interest Only.  Promptly after each Regular Record Date, the 
Trustee will deliver to the Operating Partnership and DTC a written 
notice specifying by CUSIP number the amount of interest to be paid on 
each Global Security on the following Interest Payment Date (other than 
an Interest Payment Date coinciding with Maturity) and the total of such 
amounts.  DTC will confirm the amount payable on each Global Security on 
such Interest Payment Date by reference to the daily bond reports 
published by Standard & Poor's Corporation.  The Operating Partnership 
will pay to the Trustee, as paying agent, the total amount of interest 
due on such Interest Payment Date (other than at Maturity), and the 
Trustee will pay such amount to DTC at the times and in the manner set 
forth below under "Manner of Payment."

Payments at Maturity.  On or about the first Business Day of each month, 
the Trustee will deliver to the Operating Partnership, DTC and each of 
the Trustees a written list of principal and interest to be paid on each 
Global Security maturing in the following month.  The Operating 
Partnership, the Trustee and DTC will confirm the amounts of such 
principal and interest payments with respect to each such Global 
Security on or about the fifth Business Day preceding the Maturity of 
such Global Security.  The Operating Partnership will pay to the 
Trustee, as the paying agent, the principal amount of such Global 
Security, together with interest due at such Maturity.  The Trustee will 
pay such amount to DTC at the times and in the manner set forth below 
under "Manner of Payment."

Promptly after payment to DTC of the principal and interest due at the 
Maturity of such Global Security, the Trustee will cancel such Global 
Security and deliver it to the Operating Partnership with an appropriate 
debit advice.  On the first Business Date of each month, the Trustee 
will prepare a written statement indicating the total principal amount 
of Outstanding Global Securities for which it serves as trustee as of 
the immediately preceding Business Day.

Manner Of Payment.  The total amount of any principal and interest due 
on Global Securities on any Interest Payment Date or at Maturity shall 
be paid by the Operating Partnership to the Trustee in funds available 
for use by the Trustee as of 9:30 A.M. (New York City time) on such 
date.  The Operating Partnership will make such payment on such Global 
Securities by instructing the Trustee to withdraw funds from an account 
maintained by the Operating Partnership at the Trustee.  The Operating 
Partnership will confirm such instructions in writing to the Trustee, 
with a copy to the Trustee under the Indenture governing such Global 
Securities if such Global Securities are of subordinated or junior 
subordinated rank.  For maturity, redemption or any other principal 
payments: prior to 10 A.M. (New York City time) on such date or as soon 
as possible thereafter, the Trustee will make such payments to DTC in 
same day funds in accordance with DTC's Same Day Funds Settlement Paying 
Agent Operating Procedures.  For interest payments: the Trustee will 
make such payments to DTC in accordance with existing arrangements 
between DTC and the Trustee.  DTC will allocate such payments to its 
participants in accordance with its existing operating procedures.  
Neither the Operating Partnership (either as issuer or as Paying Agent) 
nor the Trustee shall have any direct responsibility or liability for 
the payment by DTC to such Participants of the principal of and interest 
on the Book-Entry Notes.

The amount of any taxes required under applicable law to be withheld 
from any interest payment on a Book-Entry Note will be determined and 
withheld by the Participant, indirect participant in DTC or other Person 
responsible for forwarding payments and materials directly to the 
beneficial owner of such Note.

SETTLEMENT PROCEDURES

Settlement Procedures with regard to each Book-Entry Note sold by the 
Operating Partnership through an Agent, as agent, shall be as follows:

The Presenting Agent will advise the Operating Partnership by telephone, 
telex or facsimile, of the following settlement information:

      1.  Exact name in which Note is to be registered ("Registered 
Owner").

      2.  Exact address of the Registered Owner and address for payments 
of principal and interest, if any.

      3.  Taxpayer identification number of the Registered Owner.

      4.  Principal amount of the Note (and, if multiple Notes are to be 
issued, denominations thereof).

      5.  Settlement date.

      6.  Stated Maturity

      7.  Issue Price and any OID information.

      8.  Trade date.

      9.  The DTC Participant account number of such Agent.

      10.  Interest rate:

           (a)  Fixed Rate Notes:

                i)  interest rate
                ii)  overdue rate, if any

           (b)  Floating Rate Notes:

                i)    interest rate basis
                ii)   initial interest rate
                iii)  spread or spread multiplier, if any
                iv)   interest rate reset periods
                v)    interest payment dates
                vi)   index maturity
                vii)  maximum and minimum interest rates, if any
                viii) record dates
                ix)   interest determination dates
                x)    overdue rate, if any

      11.  The date on or after which the Notes are redeemable at the 
option of the Operating Partnership, and additional redemption or 
repurchase provisions, if any.

      12.  Wire transfer information.

      13.  Presenting Agent's commission (to be paid in the form of a 
discount from the proceeds remitted to the Operating Partnership upon 
settlement.

B.  The Operating Partnership will assign a CUSIP number to the Global 
Security representing such Note and then advise the Trustee by telephone 
(confirmed in writing at any time on the same date) or electronic 
transmission of the information set forth in Settlement Procedure "A" 
above, such CUSIP number and the name of such Agent.

C.  The Trustee will enter a pending deposit message through DTC's 
Participant Terminal System, providing the following settlement 
information to DTC, the Presenting Agent, Standard & Poor's Corporation 
and, upon request, the Trustee under the Indenture pursuant to which 
such Note is to be issued:

      1.  The information set forth in Settlement Procedure "A."

          (a)  Identification as a Fixed Rate Book-Entry Note or a 
Floating Rate Book-Entry Note.

          (b)  Initial Interest Payment Date for such Note, number of 
days by which such date succeeds the related "DTC Record Date" (which 
term means the Regular Record Date except in the case of floating rate 
notes which reset daily or weekly in which case it means the date 5 
calendar days immediately preceding the Interest Payment Date) and 
amount of interest payable on such Interest Payment Date.

          (c)  Frequency of interest payments (monthly, semiannually, 
quarterly, etc.).

          (d)  CUSIP number of the Global Security representing such 
Note.

          (e)  Whether such Global Security will represent any other 
Book-Entry Note (to the extent known at such time).

          (f)  The Trustee, as Trustee, will complete and authenticate 
the note certificate evidencing the Global Security representing such 
Book-Entry Note.

D)  DTC will credit such Note to the Trustee's participant account at 
DTC.

E)  The Trustee will enter an SDFS deliver order through DTC's 
Participant Terminal System instructing DTC to (i) debit such Note to 
the Trustee's participant account and credit such Note to the Presenting 
Agent's participant account and (ii) debit the Presenting Agent's 
settlement account and credit the Trustee's settlement account for an 
amount equal to the price of such Note less the Presenting Agent's 
commission.

F)  The Presenting Agent will enter an SDFS deliver order through DTC's 
Participant Terminal System instructing DTC (i) to debit such Note to 
the Presenting Agent's participant account and credit such Note to the 
participant accounts of the Participants with respect to such Note and 
(ii) to debit the settlement accounts of such Participants and credit 
the settlement account of the Presenting Agent for an amount equal to 
the price of such Note.

G)  Transfers of funds in accordance with SDFS deliver orders described 
in Settlement Procedures "F" and "G" will be settled in accordance with 
SDFS operating procedures in effect on the settlement date.

H)  The Trustee will credit to an account of the Operating Partnership 
maintained at the Trustee funds available for immediate use in the 
amount transferred to the Trustee in accordance,with Settlement 
Procedure "F."

I)  The Presenting Agent will deliver to the purchaser a copy of the 
most recent Prospectus applicable to the Note with or prior to any 
written offer of Notes and the confirmation and payment by the purchaser 
of the Note.

    The Presenting Agent will confirm the purchase of such Note to the 
purchaser either by transmitting to the Participants with respect to 
such Note a confirmation order or orders through DTC's institutional 
delivery system or by mailing a written confirmation to such purchaser.

SETTLEMENT PROCEDURES TIMETABLE

For orders of Book-Entry Notes solicited by an Agent, as agent, and 
accepted by the Operating Partnership for settlement, Settlement 
Procedures "A" through "J" set forth above shall be completed as soon as 
possible but not later than the respective times (New York City time) 
set forth below:


SETTLEMENT
PROCEDURE       TIME (NEW YORK)
- ----------      -----------------------------------------
A-B             11:00 A.M. on the Sale date
C               2:00 PM on Sale date
D               3:00 P.M. on date before Settlement date
E               10:00 A.M. on Settlement date
F-G             2:00 P.M. on Settlement Date
H               4:45 P.M. on Settlement date
I-J             5:00 P.M. on Settlement date


If a sale is to be settled more than one Business Day after the sale 
date, Settlement Procedures "A," "B" and "C" shall be completed as soon 
as practicable but no later than 11:00 A.M. and 2:00 P.M., as the case 
may be, on the first Business Day after the sale date.  If the initial 
interest rate for a Floating Rate Book-Entry Note has not been 
determined at the time that Settlement Procedure "A" is completed, 
Settlement Procedures "B" and "C" shall be completed as soon as such 
rate has been determined but no later than 11:00 A.M. and 12:00 Noon, 
respectively, on the second Business Day before the settlement date.  
Settlement Procedure "I" is subject to extension in accordance with any 
extension of Fedwire closing deadlines and in the other events specified 
in the SDFS operating procedures in effect on the settlement date.

If settlement of a Book-Entry Note is rescheduled or canceled, the 
Trustee will deliver to DTC, through DTC's Participant Terminal System, 
a cancellation message to such effect by no later than 2:00 P.M. on the 
Business Day immediately preceding the scheduled settlement date.

FAILURE TO SETTLE

If the Trustee fails to enter an SDFS deliver order with respect to a 
Book-Entry Note pursuant to Settlement Procedure "F," the Trustee may 
deliver to DTC, through DTC's Participant Terminal System, as soon as 
practicable a withdrawal message instructing DTC to debit such Note to 
the Trustee's participant account.  DTC will process the withdrawal 
message, provided that the Trustee's participant account contains a 
principal amount of the Global Security representing such Note that is 
at least equal to the principal amount to be debited.  If a withdrawal 
message is processed with respect to all the Book-Entry Notes 
represented by a Global Security, the Trustee will mark such Global 
Security "canceled," make appropriate entries in the Trustee's records 
and send such canceled Global Security to the Operating Partnership.  
The CUSIP number assigned to such Global Security shall, in accordance 
with CUSIP Service Bureau procedures, be canceled and not immediately 
reassigned.  If a withdrawal message is processed with respect to one or 
more, but not all, of the Book-Entry Notes represented by a Global 
Security, the Trustee will exchange such Global Security for two Global 
Securities, one of which shall represent such Book-Entry Note or Notes 
and shall be canceled immediately after issuance and the other of which 
shall represent the other Book-Entry Notes previously represented by the 
surrendered Global Security and shall bear the CUSIP number of the 
surrendered Global Security.

If the purchase price for any Book-Entry Note is not timely paid to the 
Participants with respect to such Note by the beneficial purchaser 
thereof (or a Person, including an indirect participant in DTC, acting 
on behalf of such purchaser), such Participants and, in turn, the Agent 
for such Note may enter SDFS deliver orders through DTC's Participant 
Terminal System reversing the orders entered pursuant to Settlement 
Procedures "F" and "G," respectively.  Thereafter, the Trustee will 
deliver the withdrawal message and take the related actions described in 
the preceding paragraph.

Notwithstanding the foregoing, upon any failure to settle with respect 
to a Book-Entry Note, DTC may take any actions in accordance with its 
SDFS operating procedures then in effect.  In the event of a failure to 
settle with respect to one or more, but not all, of the Book-Entry Notes 
to have been represented by a Global Security, the Trustee will provide, 
in accordance with Settlement Procedure "D," for the authentication and 
issuance of a Global Security representing the other Book-Entry Notes to 
have been represented by such Global Security and will make appropriate 
entries in its records.





EXHIBIT C

PURCHASE AGREEMENT


- -----------------, 1998
Liberty Property Limited Partnership
65 Valley Stream Parkway
Malvern, PA 19355



Attention:  George J. Alburger, Jr.



The undersigned agrees to purchase the following principal amount of the 
Notes described in the Distribution Agreement dated January 12, 1998 (as 
it may be supplemented or amended from time to time, the "Distribution 
Agreement"):



Principal Amount: $
Specified Currency:
Denominated and Indexed Currencies:
Interest Rate:       %
Discount:   % of Principal Amount
Aggregate Price to be paid to Operating Partnership (in immediately 
available funds): $

Settlement Date:
Other Terms:

(In the case of Notes issued in a foreign currency or currency unit, 
unless otherwise specified below, settlement and payments of principal 
and interest will be in U.S. dollars based on the highest bid quotation 
in The City of New York received by the Exchange Rate Agent at 
approximately 11:00 A.M., New York City time, on the second Business Day 
preceding the applicable payment date from three recognized foreign 
exchange dealers (one of which may be the Exchange Rate Agent) for the 
purchase by the quoting dealer of the Specified Currency for U.S. 
dollars for settlement on such payment date in the aggregate amount of 
the Specified Currency payable to all holders of Notes denominated in 
such Specified Currency electing to receive U.S. dollar payments and at 
which the applicable dealer commits to execute a contract.  If such bid 
quotations are not available, payments will be made in the Specified 
Currency.)

Our obligation to purchase Notes hereunder is subject to the continued 
accuracy of your representations and warranties contained in the 
Distribution Agreement and to your performance and observance of all 
applicable covenants and agreements contained therein, including, 
without limitation, your obligations pursuant to Section 7 thereof.  Our 
obligation hereunder is subject to the further condition that we shall 
receive (a) the opinions required to be delivered pursuant to Sections 
5(e) and 5(f) of the Distribution Agreement,  (b) the certificate 
required to be delivered pursuant to Section 5(h) of the Distribution 
Agreement, (c) the letter referred to in Section 5(g) in each case dated 
as of the above Settlement Date and (d) (insert other conditions as 
appropriate).

In further consideration of our agreement hereunder, you agree that 
between the date hereof and the above Settlement Date, you will not 
offer or sell, or enter into any agreement to sell, any debt securities 
of the Operating Partnership, other than borrowings under your revolving 
credit agreements and lines of credit, the private placement of 
securities and issuances of your commercial paper.

We may terminate this Agreement, immediately upon notice to you, at any 
time prior to the Settlement Date, if prior thereto there shall have 
occurred:  (i) any change, or any development involving a prospective 
change, in or affecting primarily the business, properties, condition 
(financial or other), results of operations or prospects of the 
Operating Partnership or the Operating Partnership and its subsidiaries 
taken as a whole which materially impairs the investment quality of the 
Notes; (ii) a suspension or material limitation in trading in securities 
generally on the New York Stock Exchange or the establishment of minimum 
prices on such exchange; (iii) a general moratorium on commercial 
banking activities declared by Federal or state authorities; (iv) any 
downgrading in the rating accorded the Operating Partnership's debt 
securities by any "nationally recognized statistical rating 
organization," as that term is defined by the Commission for purposes of 
Rule 436(g)(2) under the Act or any public announcement that any such 
organization has under surveillance or review its rating of any debt 
securities of the Operating Partnership (other than an announcement with 
positive implications of a possible upgrading, and no implication of a 
possible downgrading, of such rating); (v) any outbreak or escalation of 
major hostilities in which the United States is involved, any 
declaration of war by Congress or any other substantial national 
calamity or emergency; or (vi) any material adverse change in the 
existing financial, political or economic conditions in the United 
States, or you are unable to provide any of the opinions, certificates 
or letters referred to in the second preceding paragraph.  In the event 
of such termination, no party shall have any liability to the other 
party hereto, except as provided in Sections 4, 7 and 15 of the 
Distribution Agreement.

This Agreement shall be governed by and construed in accordance with the 
laws of New York.

Lehman Brothers Inc.

By:
      
Authorized Signatory

Donaldson, Lufkin & Jenrette Securities Corporation



By:
Name:
Title:


First Chicago Capital Markets, Inc.



By:
Name:
Title:


J.P. Morgan Securities Inc.



By:
Name:
Title:



UBS Securities LLC



By:
Name:
Title:






Confirmed and Accepted:


LIBERTY PROPERTY LIMITED PARTNERSHIP

By:Liberty Property Trust


By: _______________________
Name:
Title:



EXHIBIT D



[FOREIGN CURRENCY] [INDEXED NOTE]
AMENDMENT NO. ___
TO DISTRIBUTION AGREEMENT DATED JANUARY 12, 1998, AS AMENDED


[Insert Title of Foreign Currency or, in the case of
Indexed Notes, the Denominated and Indexed
Currencies]


The undersigned hereby agree that for the purposes of the issue and sale 
of Notes denominated in title of currency or currency unit (the 
"Applicable Foreign Currency") [and indexed to title of currency or 
currency unit (the "Indexed Currency")] pursuant to the Distribution 
Agreement, dated January 12, 1998, as it may be amended (the 
"Distribution Agreement"), the following additions and modifications 
shall be made to the Distribution Agreement.  The additions and 
modifications adopted hereby shall be of the same effect for the sale 
under the Distribution Agreement of all Notes denominated in the 
Applicable Foreign Currency and indexed to the Indexed Currency, whether 
offered on an agency or principal basis, but shall be of no effect with 
respect to Notes denominated in any currency or currency unit other than 
the Applicable Foreign Currency.

Except as otherwise expressly provided herein, all terms used herein 
which are defined in the Distribution Agreement shall have the same 
meanings as in the Distribution Agreement.  The terms Agent or Agents, 
as used in the Distribution Agreement, shall be deemed to refer only to 
the undersigned Agents for purposes of this Amendment.

[Insert appropriate additions and modifications to the Distribution 
Agreement, for example, to opinions of counsel, conditions to 
obligations and settlement procedures, etc.]

               , 199  

LIBERTY PROPERTY LIMITED PARTNERSHIP


BY:                              
       NAME:
       TITLE:
CONFIRMED AND ACCEPTED:  _____________, 199__

[NAME(S) OF AGENT(S) PARTICIPATING
IN THE OFFERING OF NOTES IN THE APPLICABLE FOREIGN CURRENCY]


By:                              
       Name:
       Title:


EXHIBIT 10.2

                           2,300,000 Shares

                        LIBERTY PROPERTY TRUST

                  Common Shares of Beneficial Interest

                        UNDERWRITING AGREEMENT

January 14, 1998

SALOMON SMITH BARNEY
  Smith Barney Inc.
A.G. EDWARDS & SONS, INC.

c/o Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Dear Sirs:

Liberty Property Trust, a Maryland real estate investment trust (the 
"Company"), and Liberty Property Limited Partnership, a Pennsylvania 
limited partnership (the "Operating Partnership" and, together with the 
Company, the "Transaction Entities"), each wish to confirm as follows 
its agreement with Smith Barney Inc. and A.G. Edwards & Sons, Inc., as 
the underwriters (the "Underwriters," which term shall also include any 
underwriter substituted as hereinafter provided in Section 9 of this 
Agreement), with respect to the sale by the Company and the purchase by 
the Underwriters, acting severally and not jointly, of an aggregate of 
2,300,000 shares (the "Firm Shares") of the Company's common shares of 
beneficial interest, par value $0.001 per share (the "Common Shares").  
In addition, the Company proposes to grant to the Underwriters an option 
to purchase up to an additional 345,000 Common Shares on the terms and 
for the purposes set forth in Section 2 (the "Option Shares").  The Firm 
Shares and the Option Shares, if purchased, are hereinafter collectively 
called the "Shares." 

Capitalized terms used but not otherwise defined herein shall have the 
meanings given to those terms in the Prospectus (as defined below).

1)  REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE TRANSACTION 
ENTITIES.  Each of the Transaction Entities, jointly and severally, 
represents, warrants and agrees that, as of the date hereof:

      a)  A registration statement on Form S-3 (No. 333-22211), and any 
amendments thereto, with respect to the Shares has (i) been prepared by 
the Company in conformity with the requirements of the United States 
Securities Act of 1933, as amended (the "Securities Act") and the rules 
and regulations (the "Rules and Regulations") of the United States 
Securities and Exchange Commission (the "Commission") thereunder, (ii) 
been filed with the Commission under the Securities Act and (iii) become 
effective under the Securities Act.  Copies of such registration 
statement and any amendments thereto have been delivered by the Company 
to the Underwriters.  As used in this Agreement, "Effective Time" means 
the date and the time as of which such registration statement, or the 
most recent post-effective amendment thereto, if any, was declared 
effective by the Commission; "Effective Date" means the date of the 
Effective Time; "Preliminary Prospectus" means each prospectus included 
in such registration statement, or amendments thereto, before it became 
effective under the Securities Act and any prospectus filed with the 
Commission by the Company with the consent of the Underwriters pursuant 
to Rule 424(a) of the Rules and Regulations; "Registration Statement" 
means such registration statement, as amended at the Effective Time, 
including any documents incorporated by reference therein at such time 
and all information contained in the final prospectus filed with the 
Commission pursuant to Rule 424(b) of the Rules and Regulations and 
deemed to be a part of such registration statement as of the Effective 
Time pursuant to paragraph (b) of Rule 430A of the Rules and 
Regulations, and shall include any registration statement filed pursuant 
to Rule 462(b) of the Rules and Regulations; and "Prospectus" means such 
final prospectus, as first filed with the Commission pursuant to Rule 
424(b) of the Rules and Regulations.  Any reference herein to the 
Registration Statement, the Prospectus or a Preliminary Prospectus shall 
be deemed to include the documents incorporated or deemed to be 
incorporated by reference therein which were filed under the Securities 
and Exchange Act of 1934, as amended (the "Exchange Act").  For purposes 
of this Agreement, all references to the Registration Statement, any 
Preliminary Prospectus or the Prospectus or any amendment or supplement 
to any of the foregoing shall be deemed to include the copy filed with 
the Commission pursuant to its Electronic Data Gathering, Analysis and 
Retrieval system ("EDGAR").

      b)  Each Preliminary Prospectus included as part of the 
Registration Statement as originally filed or as part of any amendment 
or supplement thereto, or filed pursuant to Rule 424 under the Rules and 
Regulations, complied when so filed in all material respects with the 
provisions of the Securities Act, and each Preliminary Prospectus 
delivered to the Underwriters for use in connection with this offering 
was identical to the electronically transmitted copies thereof filed 
with the Commission pursuant to EDGAR, except to the extent permitted by 
Regulation S-T.

      c)  The Registration Statement conforms in all material respects, 
and the Prospectus and any further amendments or supplements to the 
Registration Statement or the Prospectus will, when they become 
effective or are filed with the Commission, as the case may be, conform 
in all material respects to the requirements of the Securities Act and 
the Rules and Regulations, and do not and will not, as of the Effective 
Date (as to the Registration Statement and any amendment thereto) and as 
of the applicable filing date and at the First Delivery Date (as defined 
below) (as to the Prospectus and any amendment or supplement thereto) 
contain an untrue statement of a material fact or omit to state a 
material fact required to be stated therein or necessary to make the 
statements therein not misleading (with respect to the Prospectus, in 
light of the circumstances under which they were made); provided that no 
representation or warranty is made as to information contained in or 
omitted from the Registration Statement or the Prospectus in reliance 
upon and in conformity with written information furnished to the Company 
by or on behalf of any Underwriter specifically for inclusion therein.  
The Prospectus delivered to the Underwriters for use in connection with 
this offering was identical to the electronically transmitted copies 
thereof filed with the Commission pursuant to EDGAR, except to the 
extent permitted by Regulation S-T.

      d)  The documents incorporated or deemed to be incorporated by 
reference in the Registration Statement as of the Effective Date, the 
Prospectus as of its date or any Preliminary Prospectus as of its date, 
complied in all material respects with the Exchange Act and the rules 
and regulations thereunder, and none of such documents, at such dates, 
contained an untrue statement of a material fact or omitted to state a 
material fact required to be stated therein or necessary to make the 
statements therein, in the light of the circumstances under which they 
were made, not misleading.

      e)  No stop order suspending the effectiveness of the Registration 
Statement or any part thereof has been issued and no proceeding for that 
purpose has been instituted or, to the knowledge of either of the 
Transaction Entities, threatened by the Commission or by the state 
securities authority of any jurisdiction.  No order preventing or 
suspending the use of any Preliminary Prospectus or the Prospectus has 
been issued and no proceeding for that purpose has been instituted or, 
to the knowledge of either of the Transaction Entities, after due 
inquiry of the Commission, threatened by the Commission or by the state 
securities authority of any jurisdiction.

      f)  The Company has been duly formed and is validly existing as a 
real estate investment trust in good standing under the laws of the 
State of Maryland, is duly qualified to do business and is in good 
standing in each jurisdiction in which its ownership or lease of 
property or the conduct of its business requires such qualification, and 
has all power and authority necessary to own or hold its properties, to 
conduct the business in which it is engaged and to enter into and 
perform its obligations under this Agreement.  None of the subsidiaries 
of the Company (other than the Operating Partnership, Liberty Property 
Development Corp. ("Development Corp."), Liberty Property Development 
Corp.-II ("Development-II") and Liberty Special Purpose Corp. ("SP 
Corp.")) is a "significant subsidiary," as such term is defined in Rule 
405 of the Rules and Regulations.  Except as described in the Prospectus 
and other than the Property Affiliates (as defined below) and the 
Operating Partnership, Development Corp., Development-II and SP Corp., 
the Company owns no direct or indirect equity interest in any entity, 
except for such interests as, in the aggregate, are not material to the 
condition, financial or otherwise, or the earnings, assets, business 
affairs or business prospects of the Company and its subsidiaries 
considered as a single enterprise.

      g)  All of the issued shares of beneficial interest of the Company 
have been duly and validly authorized and issued, are fully paid and 
non-assessable and conform to the description thereof contained in the 
Prospectus.  Except as disclosed in the Prospectus, no shares of 
beneficial interest of the Company are reserved for any purpose and 
except for the equity interests in the Operating Partnership ("Units") 
and the Operating Partnership's Exchangeable Subordinated Debentures due 
2001, there are no outstanding securities convertible into or 
exchangeable for any shares of beneficial interest of the Company.  
Except for transactions described in the Prospectus and transactions in 
connection with stock option and other benefit plans, there are no 
outstanding options, rights (preemptive or otherwise) or warrants to 
purchase or subscribe for shares of beneficial interest or any other 
securities of the Company.

      h)  The Operating Partnership has been duly formed and is validly 
existing as a limited partnership in good standing under the laws of the 
Commonwealth of Pennsylvania, is duly qualified to do business and is in 
good standing as a foreign limited partnership in each jurisdiction in 
which its ownership or lease of property or the conduct of its business 
requires such qualification, and has all partnership power and authority 
necessary to own or hold its properties, to conduct the business in 
which it is engaged and to enter into and perform its obligations under 
this Agreement.  The Company is the sole general partner of the 
Operating Partnership.  The agreement of limited partnership of the 
Operating Partnership, as amended to date (the "Operating Partnership 
Agreement") is in full force and effect, and the aggregate percentage 
interests of the Company and the limited partners in the Operating 
Partnership are as set forth in the Prospectus; provided that to the 
extent any portion of the over-allotment option described in Section 2 
hereof is exercised at the First Delivery Date, the percentage interest 
of such partners in the Operating Partnership will be adjusted 
accordingly. Additionally, to the extent any portion of such over-
allotment option is exercised subsequent to the First Delivery Date, the 
Company will contribute the proceeds from the sale of the Option Shares 
to the Operating Partnership in exchange for an increase in the 
Company's interest in the Operating Partnership consistent with the 
number of Option Shares issued.

      i)  Development Corp. has been duly organized and is validly 
existing as a corporation in good standing under the laws of the 
Commonwealth of Pennsylvania, is duly qualified to do business and is in 
good standing in each jurisdiction in which its ownership or lease of 
property or the conduct of its business requires such qualification, and 
has all corporate power and authority necessary to own or hold its 
properties and to conduct the business in which it is engaged.  All of 
the issued and outstanding capital stock of Development Corp. has been 
duly authorized and validly issued and is fully paid and non-assessable, 
has been offered and sold in compliance with all applicable laws 
(including, without limitation, federal or state securities laws) and 
all of the capital stock of Development Corp. owned by the Operating 
Partnership, as described in the Prospectus, is owned free and clear of 
any security interest, mortgage, pledge, lien, encumbrance, claim, 
restriction or equities.  No shares of capital stock of Development 
Corp. are reserved for any purpose, and there are no outstanding 
securities convertible into or exchangeable for any capital stock of 
Development Corp., and no outstanding options, rights (preemptive or 
otherwise) or warrants to purchase or to subscribe for shares of such 
capital stock or any other securities of Development Corp.

      j)  Development-II has been duly organized and is validly existing 
as a corporation in good standing under the laws of the Commonwealth of 
Pennsylvania, is duly qualified to do business and is in good standing 
in each jurisdiction in which its ownership or lease of property or the 
conduct of its business requires such qualification, and has all 
corporate power and authority necessary to own or hold its properties 
and to conduct the business in which it is engaged.  All of the issued 
and outstanding capital stock of Development-II has been duly authorized 
and validly issued and is fully paid and non-assessable, has been 
offered and sold in compliance with all applicable laws (including, 
without limitation, federal or state securities laws) and all of the 
capital stock of Development-II owned by the Operating Partnership, as 
described in the Prospectus, is owned free and clear of any security 
interest, mortgage, pledge, lien, encumbrance, claim, restriction or 
equities.  No shares of capital stock of Development-II are reserved for 
any purpose, and there are no outstanding securities convertible into or 
exchangeable for any capital stock of Development-II, and no outstanding 
options, rights (preemptive or otherwise) or warrants to purchase or to 
subscribe for shares of such capital stock or any other securities of 
Development-II.

      k)  SP Corp. has been duly organized and is validly existing as a 
corporation in good standing under the laws of the Commonwealth of 
Pennsylvania, is duly qualified to do business and is in good standing 
as a foreign corporation in each jurisdiction in which its ownership or 
lease of property or the conduct of its business requires such 
qualification, and has all corporate power and authority necessary to 
own or hold its properties and to conduct the business in which it is 
engaged.  All of the issued and outstanding capital stock of SP Corp. 
has been duly authorized and validly issued and is fully paid and non-
assessable, has been offered and sold in compliance with all applicable 
laws (including, without limitation, federal or state securities laws) 
and all of the capital stock of SP Corp. is owned by the Company free 
and clear of any security interest, mortgage, pledge, lien, encumbrance, 
claim, restriction or equities.  No shares of capital stock of SP Corp. 
are reserved for any purpose, and there are no outstanding securities 
convertible into or exchangeable for any capital stock of SP Corp. and 
no outstanding options, rights (preemptive or otherwise) or warrants to 
purchase or to subscribe for shares of such capital stock or any other 
securities of SP Corp.

      l)  Each of those certain partnerships, limited liability 
companies or other entities holding title to one or more of the 
Properties (the "Property Affiliates") are the only entities other than 
the Operating Partnership through which the Company and the Operating 
Partnership own interests in the Properties.  Each of the Property 
Affiliates has been duly organized and is validly existing as a limited 
partnership, limited liability company or other entity in good standing 
under the laws of the jurisdiction in which it is organized, is duly 
qualified to do business and is in good standing as a foreign entity in 
each jurisdiction in which its ownership or lease of property or the 
conduct of its business requires such qualification, and has all power 
and authority necessary to own or hold its properties and to conduct the 
business in which it is engaged.  Except as set forth in the Prospectus, 
all of the ownership interests of each Property Affiliate have been duly 
and validly authorized and issued, are fully paid and non-assessable and 
all of the ownership interests owned directly or indirectly by the 
Company and the Operating Partnership, as described in the Prospectus, 
are owned free and clear of any security interest, mortgage, pledge, 
lien, encumbrance, claim, restriction or equities.

      m)  The Shares have been duly and validly authorized and, when 
issued and delivered against payment therefor as provided herein, will 
be duly and validly issued, fully paid and non-assessable.  Upon payment 
of the purchase price and delivery of the Shares in accordance herewith, 
each of the Underwriters will receive good, valid and marketable title 
to the Shares, free and clear of all security interests, mortgages, 
pledges, liens, encumbrances, claims, restrictions and equities.  The 
terms of the Shares conform in substance to all statements and 
descriptions related thereto contained in the Prospectus.  The form of 
the certificates to be used to evidence the Shares will at the First 
Delivery Date be in due and proper form and will comply with all 
applicable legal requirements.  The issuance of the Shares is not 
subject to any preemptive or other similar rights.

      n)  (A) This Agreement has been duly and validly authorized, 
executed and delivered by each of the Transaction Entities, and assuming 
due authorization, execution and delivery by the Underwriters, is a 
valid and binding agreement of each of the Transaction Entities, 
enforceable against the Transaction Entities in accordance with its 
terms; and (B) the Operating Partnership Agreement and the partnership 
agreement of each Property Affiliate, has been duly and validly 
authorized, executed and delivered by the parties thereto and is a valid 
and binding agreement of the parties thereto, enforceable against such 
parties in accordance with its terms.

      o)  The execution, delivery and performance of this Agreement by 
each of the Transaction Entities and the consummation of the 
transactions contemplated hereby will not conflict with or result in a 
breach or violation of any of the terms or provisions of, or constitute 
a default under, any indenture, mortgage, deed of trust, loan agreement 
or other agreement or instrument to which either of the Transaction 
Entities is a party or by which either of the Transaction Entities is 
bound or to which any of the Properties or other assets of either of the 
Transaction Entities is subject, nor will such actions result in any 
violation of the provisions of the charter, by-laws, certificate of 
limited partnership or agreement of limited partnership of either of the 
Transaction Entities, or any statute or any order, rule or regulation of 
any court or governmental agency or body having jurisdiction over either 
of the Transaction Entities or any of their properties or assets; and 
except for the registration of the Shares under the Securities Act and 
such consents, approvals, authorizations, registrations or 
qualifications as may be required under the Exchange Act and applicable 
state securities laws in connection with the purchase and distribution 
of the Shares by the Underwriters, no consent, approval, authorization 
or order of, or filing or registration with, any such court or 
governmental agency or body is required for the execution, delivery and 
performance of this Agreement by the Transaction Entities and the 
consummation of the transactions contemplated hereby.

      p)  Other than as described in the Prospectus and other than 
rights of persons whose securities are already registered under the 
Securities Act, there are no contracts, agreements or understandings 
between the Company and any person granting such person the right to 
require the Company to file a registration statement under the 
Securities Act with respect to any securities of the Company owned or to 
be owned by such person or to require the Company to include such 
securities in the securities registered pursuant to the Registration 
Statement or in any securities being registered pursuant to any other 
registration statement filed by the Company under the Securities Act.

            (i)  Except as described or contemplated in the Prospectus, 
neither Transaction Entity has sold or issued any securities during the 
six-month period preceding the date of the Prospectus, including any 
sales pursuant to Rule 144A under, or Regulations D or S of, the 
Securities Act.

      q)  Neither of the Transaction Entities nor any of the Properties 
has sustained, since the date of the latest audited financial statements 
included in the Prospectus, any material loss or interference with its 
business from fire, explosion, flood or other calamity, whether or not 
covered by insurance, or from any labor dispute or court or governmental 
action, order or decree, other than as set forth or contemplated in the 
Prospectus; and, since such date, there has not been any material change 
in the capital stock or long-term debt of either of the Transaction 
Entities or any material adverse change, or any development involving a 
prospective material adverse change, in or affecting any of the 
Properties or the general affairs, management, financial position, 
shareholders' equity or results of operations of either of the 
Transaction Entities, other than as set forth or contemplated in the 
Prospectus.

      r)  The financial statements (including the related notes and 
supporting schedules) filed as part of, or incorporated by reference in, 
the Registration Statement and the Prospectus present fairly the 
financial condition and results of operations of the entities purported 
to be shown thereby, at the dates and for the periods indicated, and 
have been prepared in conformity with generally accepted accounting 
principles applied on a consistent basis throughout the periods 
involved.  The Company's ratios of earnings to fixed charges and of 
earnings to combined fixed charges and preferred share dividends(actual 
and, if any, pro forma) included in the Prospectus under the captions 
"Certain Ratios" and in Exhibit 12.1 to the Registration Statement have 
been calculated in compliance with Item 503(d) of Regulation S-K of the 
Commission.  Pro forma financial information included in or incorporated 
by reference in the Registration Statement and the Prospectus has been 
prepared in accordance with the applicable requirements of the 
Securities Act, the Rules and Regulations and AICPA guidelines with 
respect to pro forma financial information and includes all adjustments 
necessary to present fairly the pro forma financial position of the 
Company at the respective dates indicated and the results of operations 
for the respective periods specified.

      s)  Ernst & Young LLP, who have certified certain financial 
statements of the Company, whose reports appear in the Prospectus or are 
incorporated by reference therein and who have delivered the initial 
letter referred to in Section 7(f) hereof, are independent public 
accountants as required by the Securities Act and the Rules and 
Regulations. 

      t)  (A) The Operating Partnership and the Property Affiliates have 
good and marketable title to each of the Properties, free and clear of 
all liens, encumbrances, claims, security interests and defects, other 
than those referred to in the Prospectus or those which are not material 
in amount or those which would not have a material adverse effect on the 
business, operations, use or value of any of the Properties; (B) all 
liens, charges, encumbrances, claims or restrictions on or affecting any 
of the Properties and the assets of any Transaction Entity which are 
required to be disclosed in the Prospectus are disclosed therein; 
(C) except as otherwise described in the Prospectus, neither Transaction 
Entity and, to the knowledge of the Transaction Entities, no tenant of 
any of the Properties is in default under (i) any space leases (as 
lessor or lessee, as the case may be) relating to the Properties, or 
(ii) any of the mortgages or other security documents or other 
agreements encumbering or otherwise recorded against the Properties, 
which individually or in the aggregate would have a material adverse 
effect on the Company and its subsidiaries taken together as a whole, 
and neither Transaction Entity knows of any event which, but for the 
passage of time or the giving of notice, or both, would constitute such 
a default under any of such documents or agreements; (D) each of the 
Properties complies with all applicable codes, laws and regulations 
(including, without limitation, building and zoning codes, laws and 
regulations and laws relating to access to the Properties), except for 
such failures to comply that would not have a material adverse effect on 
the business operations, use or value of such Property; and (E) neither 
Transaction Entity has knowledge of any pending or threatened 
condemnation proceedings, zoning change or other proceeding or action 
that will in any material manner adversely affect the size of, use of, 
improvements on, construction on or access to the Properties.

      u)  Except as described in the Prospectus, the mortgages and deeds 
of trust which encumber the Properties are not convertible into equity 
securities of the entity owning such Property and said mortgages and 
deeds of trust are not cross-defaulted or cross-collateralized with any 
property other than other Properties.

      v)  Except as described in the Prospectus, the Operating 
Partnership and the Property Affiliates have obtained title insurance on 
the fee or leasehold interests in each of the Properties, in an amount 
at least equal to the greater of (A) the mortgage indebtedness of each 
such Property or (B) the purchase price of each such Property.

      w)  Except as disclosed in the Prospectus and except such as in 
each case would not have a material adverse effect on any Property, 
Property Affiliate, or Transaction Entity or any of their subsidiaries, 
taken together as a whole; (A) to the knowledge of the Transaction 
Entities, after due inquiry, the operations of the Company, the 
Operating Partnership, Development Corp., Development-II, SP Corp., and 
the Properties are in compliance with all Environmental Laws (as defined 
below) and all requirements of applicable permits, licenses, approvals 
and other authorizations issued pursuant to Environmental Laws; (B) to 
the knowledge of the Transaction Entities, after due inquiry, none of 
the Transaction Entities, the Property Affiliates or any Property has 
caused or suffered to occur any Release (as defined below) of any 
Hazardous Substance (as defined below) into the Environment (as defined 
below) on, in, under or from any Property, and no condition exists on, 
in, under or adjacent to any Property that could result in the 
incurrence of liabilities under, or any violations of, any Environmental 
Law or give rise to the imposition of any Lien (as defined below), under 
any Environmental Law; (C) none of the Transaction Entities or Property 
Affiliates has received any written notice of a claim under or pursuant 
to any Environmental Law or under common law pertaining to Hazardous 
Substances on, in, under or originating from any Property; (D) neither 
of the Transaction Entities has actual knowledge of, or received any 
written notice from any Governmental Authority (as defined below) 
claiming, any violation of any Environmental Law or a determination to 
undertake and/or request the investigation, remediation, clean-up or 
removal of any Hazardous Substance released into the Environment on, in, 
under or from any Property; and (E) no Property is included or, to the 
knowledge of the Transaction Entities, after due inquiry, proposed for 
inclusion on the National Priorities List issued pursuant to CERCLA (as 
defined below) by the United States Environmental Protection Agency (the 
"EPA") or on the Comprehensive Environmental Response, Compensation, and 
Liability Information System database maintained by the EPA, and neither 
of the Transaction Entities has actual knowledge that any Property has 
otherwise been identified in a published writing by the EPA as a 
potential CERCLA removal, remedial or response site or, to the knowledge 
of the Transaction Entities, is included on any similar list of 
potentially contaminated sites pursuant to any other Environmental Law.

As used herein, "Hazardous Substance" shall include any hazardous 
substance, hazardous waste, toxic substance, pollutant or hazardous 
material, including, without limitation, oil, petroleum or any 
petroleum-derived substance or waste, asbestos or asbestos-containing 
materials, PCBs, pesticides, explosives, radioactive materials, dioxins, 
urea formaldehyde insulation or any constituent of any such substance, 
pollutant or waste which is subject to regulation under any 
Environmental Law (including, without limitation, materials listed in 
the United States Department of Transportation Optional Hazardous 
Material Table, 49 C.F.R.  172.101, or in the EPA's List of Hazardous 
Substances and Reportable Quantities, 40 C.F.R. Part 302); "Environment" 
shall mean any surface water, drinking water, ground water, land 
surface, subsurface strata, river sediment, buildings, structures, and 
ambient, workplace and indoor and outdoor air; "Environmental Law" shall 
mean the Comprehensive Environmental Response, Compensation and 
Liability Act of 1980, as amended (42 U.S.C.  9601 et seq.) ("CERCLA"), 
the Resource Conservation and Recovery Act of 1976, as amended (42 
U.S.C.  6901, et seq.), the Clean Air Act, as amended (42 U.S.C.  7401, 
et seq.), the Clean Water Act, as amended (33 U.S.C.  1251, et seq.), 
the Toxic Substances Control Act, as amended (15 U.S.C.  2601, et seq.), 
the Occupational Safety and Health Act of 1970, as amended (29 U.S.C. 
 651, et seq.), the Hazardous Materials Transportation Act, as amended 
(49 U.S.C.  1801, et seq.), and all other federal, state and local laws, 
ordinances, regulations, rules and orders relating to the protection of 
the Environment or of human health from environmental effects; 
"Governmental Authority" shall mean any federal, state or local 
governmental office, agency or authority having the duty or authority to 
promulgate, implement or enforce any Environmental Law; "Lien" shall 
mean, with respect to any Property, any lien, encumbrance, penalty, 
fine, charge, assessment, judgment or other liability in, on or 
affecting such Property; and "Release" shall mean any spilling, leaking, 
pumping, pouring, emitting, emptying, discharging, injecting, escaping, 
leaching, dumping, emanating or disposing of any Hazardous Substance 
into the Environment, including, without limitation, the abandonment or 
discard of barrels, containers, tanks (including, without limitation, 
underground storage tanks) or other receptacles containing or previously 
containing any Hazardous Substance.

      x)  Each Transaction Entity and their subsidiaries, and each 
Property carries, or is covered by, insurance in such amounts and 
covering such risks as is adequate for the conduct of its business and 
the value of such Property and as is customary for companies engaged in 
similar businesses in similar industries.

      y)  Each Transaction Entity owns or possesses adequate rights to 
use all material patents, patent applications, trademarks, service 
marks, trade names, trademark registrations, service mark registrations, 
copyrights and licenses necessary for the conduct of its business and 
has no reason to believe that the conduct of its business will conflict 
with, and has not received any notice of any claim of conflict with, any 
such rights of others. 

      z)  Except as described in the Prospectus, there are no legal or 
governmental proceedings pending to which either Transaction Entity or 
their subsidiaries is a party or of which any property or assets of 
either Transaction Entity or their subsidiaries is the subject which, if 
determined adversely to such Transaction Entity or subsidiary, could 
reasonably be expected to have a material adverse effect on the 
consolidated financial position, shareholders' equity, results of 
operations, business or prospects of the Company; and to the best 
knowledge of the Transaction Entities, no such proceedings are 
threatened or contemplated by governmental authorities or threatened by 
others.

      aa)  There are no contracts or other documents which are required 
to be described in the Prospectus or filed as exhibits to the 
Registration Statement by the Securities Act or by the Rules and 
Regulations which have not been described in the Prospectus or filed as 
exhibits to the Registration Statement or incorporated therein by 
reference as permitted by the Rules and Regulations.

      bb)  No relationship, direct or indirect, exists between or among 
either of the Transaction Entities on the one hand, and the trustees, 
officers, shareholders, customers or suppliers of the Transaction 
Entities on the other hand, that is required to be described in the 
Prospectus that is not so described.

      cc)  No labor disturbance by the employees of either Transaction 
Entity exists or, to the knowledge of the Transaction Entities, is 
imminent which might be expected to have a material adverse effect on 
the consolidated financial position, shareholders' equity, results of 
operations, business or prospects of such Transaction Entity.

      dd)  Each Transaction Entity is in compliance in all material 
respects with all presently applicable provisions of the Employee 
Retirement Income Security Act of 1974, as amended, including the 
regulations and published interpretations thereunder ("ERISA"); no 
"reportable event" (as defined in ERISA) has occurred with respect to 
any "pension plan" (as defined in ERISA) for which either Transaction 
Entity would have any liability; neither Transaction Entity has incurred 
or expects to incur liability under (i) Title IV of ERISA with respect 
to termination of, or withdrawal from, any "pension plan" or (ii) 
sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, 
including the regulations and published interpretations thereunder (the 
"Code"); and each "pension plan" for which either Transaction Entity 
would have any liability that is intended to be qualified under section 
401(a) of the Code is so qualified in all material respects and nothing 
has occurred, whether by action or by failure to act, which would cause 
the loss of such qualification.  

      ee)  Each Transaction Entity and their subsidiaries has filed all 
federal, state and local income and franchise tax returns required to be 
filed through the date hereof and has paid all taxes due thereon, and no 
material tax deficiency has been determined adversely to either 
Transaction Entity or their subsidiaries which has had (nor does either 
Transaction Entity have any knowledge of any tax deficiency which, if 
determined adversely to it might have) a material adverse effect on the 
financial position, shareholders' equity, results of operations, 
business or prospects of such Transaction Entity or subsidiary.

      ff)  At all times since June 16, 1994 or, with respect to 
Development-II, ____________, 1997, the Company, the Operating 
Partnership, Development Corp., Development-II and SP Corp. have been 
and, upon the sale of the Shares, will continue to be, organized and 
operated in conformity with the requirements for qualification of the 
Company as a real estate investment trust under the Code and the 
proposed method of operation of the Company, the Operating Partnership, 
Development Corp., Development-II and SP Corp. will enable the Company 
to continue to meet the requirements for qualification and taxation as a 
real estate investment trust under the Code.

      gg)  Since the date as of which information is given in the 
Prospectus through the date hereof, and except as may otherwise be 
disclosed or contemplated in the Prospectus, neither Transaction Entity 
has (i) issued or granted any securities, (ii) incurred any liability or 
obligation, direct or contingent, other than liabilities and obligations 
which were incurred in the ordinary course of business, (iii) entered 
into any transaction not in the ordinary course of business nor (iv) 
declared or paid any dividend on its capital stock (other than regular 
quarterly dividends).

      hh)  Each Transaction Entity and their subsidiaries (i) makes and 
keeps accurate books and records and (ii) maintains internal accounting 
controls which provide reasonable assurance that (A) transactions are 
executed in accordance with management's authorization, (B) transactions 
are recorded as necessary to permit preparation of its financial 
statements and to maintain accountability for its assets, (C) access to 
its assets is permitted only in accordance with management's 
authorization and (D) the reported accountability for its assets is 
compared with existing assets at reasonable intervals.

      ii)  No Transaction Entity or any of their subsidiaries (i) is in 
violation of its charter, by-laws, certificate of limited partnership, 
agreement of limited partnership or other similar organizational 
document, (ii) is in default in any material respect, and no event has 
occurred which, with notice or lapse of time or both, would constitute 
such a default, in the due performance or observance of any term, 
covenant or condition contained in any material indenture, mortgage, 
deed of trust, loan agreement or other agreement or instrument to which 
it is a party or by which it is bound or to which any of the Properties 
or any of its other properties or assets is subject or (iii) is in 
violation in any material respect of any law, ordinance, governmental 
rule, regulation or court decree to which it or the Properties or any of 
its other properties or assets may be subject or has failed to obtain 
any material license, permit, certificate, franchise or other 
governmental authorization or permit necessary to the ownership of the 
Properties or any of its other properties or assets or to the conduct of 
its business.

      jj)  Neither Transaction Entity, nor any trustee, officer, agent, 
employee or other person associated with or acting on behalf of either 
Transaction Entity, has used any corporate funds for any unlawful 
contribution, gift, entertainment or other unlawful expense relating to 
political activity; made any direct or indirect unlawful payment to any 
foreign or domestic government official or employee from corporate 
funds; violated or is in violation of any provision of the Foreign 
Corrupt Practices Act of 1977; or made any bribe, rebate, payoff, 
influence payment, kickback or other unlawful payment.

      kk)  Neither Transaction Entity or any of their subsidiaries is an 
"investment company" within the meaning of such term under the 
Investment Company Act of 1940 and the rules and regulations of the 
Commission thereunder.

      ll)  The Firm Shares will be listed and the Option Shares will be 
reserved for listing on the New York Stock Exchange on the First 
Delivery Date.

      mm)  Other than this Agreement and as set forth in the Prospectus 
under the heading "Underwriting," there are no contracts, agreements or 
understandings between either Transaction Entity and any person that 
would give rise to a valid claim against either Transaction Entity or 
any Underwriter for a brokerage commission, finder's fee or other like 
payment with respect to the consummation of the transactions 
contemplated by this Agreement.

      nn)  Each Transaction Entity has complied with all applicable 
provisions of Florida Statutes  517.075, relating to issuers doing 
business with Cuba.

2.  PURCHASE OF THE SHARES BY THE UNDERWRITERS.  On the basis of the 
representations and warranties contained in, and subject to the terms 
and conditions of, this Agreement, the Company agrees to sell 2,300,000 
Firm Shares, to the Underwriters and each of the Underwriters, severally 
and not jointly, agrees to purchase the number of Firm Shares set forth 
opposite that Underwriter's name in Schedule 1 hereto.  The respective 
purchase obligations of the Underwriters with respect to the Firm Shares 
shall be rounded among the Underwriters to avoid fractional shares, as 
the Underwriters may determine.

In addition, the Company grants to the Underwriters an option to 
purchase up to 345,000 Option Shares.  Such option is granted solely for 
the purpose of covering over-allotments in the sale of Firm Shares and 
is exercisable as provided in Section 4 hereof.  Option Shares shall be 
purchased severally for the account of the Underwriters in proportion to 
the number of Firm Shares set forth opposite the names of such 
Underwriters in Schedule 1 hereto.  The respective purchase obligations 
of each Underwriter with respect to the Option Shares shall be adjusted 
by the Underwriters so that no Underwriter shall be obligated to 
purchase Option Shares other than in 100-share amounts.  The price of 
both the Firm Shares and any Option Shares shall be $26.29 per share.

The Company shall not be obligated to deliver any of the Shares to be 
delivered on the First Delivery Date or the Second Delivery Date (as 
defined below), as the case may be, except upon payment for all the 
Shares to be purchased on such Delivery Date as provided herein.

3.  OFFERING OF SHARES BY THE UNDERWRITERS.  The Underwriters propose to 
offer the Firm Shares for sale upon the terms and conditions set forth 
in the Prospectus.

4.  DELIVERY OF AND PAYMENT FOR THE SHARES.  Delivery of and payment for 
the Firm Shares shall be made at the office of Rogers & Wells, 200 Park 
Avenue, New York, New York 10166, at 10:00 A.M., New York City time, on 
the third full business day following the date of this Agreement or on 
the fourth full business day if this Agreement is executed after the 
daily closing time of the New York Stock Exchange (unless postponed in 
accordance with the provisions of Section 9 hereof), or at such other 
date or place as shall be determined by agreement between the 
Underwriters and the Company.  This date and time are sometimes referred 
to as the "First Delivery Date."  On the First Delivery Date, the 
Company shall deliver or cause to be delivered certificates representing 
the Firm Shares to the Underwriters for the account of each Underwriter 
against payment to or upon the order of the Company of the purchase 
price by certified or official bank check or checks payable in same day 
funds or, at the discretion of the Company, by wire transfer in same day 
funds.  Time shall be of the essence, and delivery at the time and place 
specified pursuant to this Agreement is a further condition of the 
obligation of each Underwriter hereunder.  Upon delivery, the Firm 
Shares shall be registered in such names and in such denominations as 
the Underwriters shall request in writing not less than two full 
business days prior to the First Delivery Date.  For the purpose of 
expediting the checking and packaging of the certificates for the Firm 
Shares, the Company shall make the certificates representing the Firm 
Shares available for inspection by the Underwriters in New York, New 
York, not later than 2:00 P.M., New York City time, on the business day 
prior to the First Delivery Date.

At any time on or before the thirtieth day after the date of this 
Agreement, the option granted in Section 2 may be exercised in whole or 
in part by written notice being given to the Company by the 
Underwriters.  Such notice shall set forth the aggregate number of 
Option Shares as to which the option is being exercised, the names in 
which the Option Shares are to be registered, the denominations in which 
the Option Shares are to be issued and the date and time, as determined 
by the Underwriters, when the Option Shares are to be delivered; 
provided, however, that this date and time shall not be earlier than the 
First Delivery Date nor earlier than the second business day after the 
date on which the option shall have been exercised nor later than the 
fifth business day after the date on which the option shall have been 
exercised.  The date and time the Option Shares are delivered are 
sometimes referred to as the "Second Delivery Date" and the First 
Delivery Date and the Second Delivery Date are sometimes each referred 
to as a "Delivery Date."

Delivery of and payment for the Option Shares shall be made at the place 
specified in the first sentence of the first paragraph of this Section 4 
(or at such other place as shall be determined by agreement between the 
Underwriters and the Company) at 10:00 A.M., New York City time, on the 
Second Delivery Date.  On the Second Delivery Date, the Company shall 
deliver or cause to be delivered the certificates representing the 
Option Shares to the Underwriters for the account of each Underwriter 
against payment to or upon the order of the Company of the purchase 
price by certified or official bank check or checks payable in same day 
funds or, at the discretion of the Company, by wire transfer in same day 
funds.  Time shall be of the essence, and delivery at the time and place 
specified pursuant to this Agreement is a further condition of the 
obligation of each Underwriter hereunder.  Upon delivery, the Option 
Shares shall be registered in such names and in such denominations as 
the Underwriters shall request in the aforesaid written notice.  For the 
purpose of expediting the checking and packaging of the certificates for 
the Option Shares, the Company shall make the certificates representing 
the Option Shares available for inspection by the Underwriters in New 
York, New York, not later than 2:00 P.M., New York City time, on the 
business day prior to the Second Delivery Date.

5.  FURTHER AGREEMENTS OF THE TRANSACTION ENTITIES.  Each of the 
Transaction Entities jointly and severally agrees:

      a)  To prepare the Prospectus in a form approved by the 
Underwriters and to file such Prospectus pursuant to Rule 424(b) under 
the Securities Act not later than the Commission's close of business on 
the second business day following the execution and delivery of this 
Agreement or, if applicable, such earlier time as may be required by 
Rule 430A(a)(3) under the Securities Act; to make no further amendment 
or any supplement to the Registration Statement or to the Prospectus 
except in accordance with Section 5(e) hereof; to advise the 
Underwriters, promptly after it receives notice thereof, of the time 
when any amendment to the Registration Statement has been filed or 
becomes effective or any supplement to the Prospectus or any amended 
Prospectus has been filed and to furnish the Underwriters with copies 
thereof; to advise the Underwriters, promptly after it receives notice 
thereof, of the issuance by the Commission of any stop order or of any 
order preventing or suspending the use of any Preliminary Prospectus or 
the Prospectus, of the suspension of the qualification of the Shares for 
offering or sale in any jurisdiction, of the initiation or threatening 
of any proceeding for any such purpose, or of any request by the 
Commission for the amending or supplementing of the Registration 
Statement or the Prospectus or for additional information; and, in the 
event of the issuance of any stop order or of any order preventing or 
suspending the use of any Preliminary Prospectus or the Prospectus or 
suspending any such qualification, to use promptly its best efforts to 
obtain its withdrawal; 

      b)  To furnish promptly to the Underwriters and to counsel for the 
Underwriters such number of conformed copies as the Underwriters shall 
reasonably request of the Registration Statement as originally filed 
with the Commission, and each amendment thereto filed with the 
Commission, including all consents and exhibits filed therewith or 
incorporated by reference therein and all documents incorporated by 
reference therein;

      c)  To deliver promptly to the Underwriters such number of the 
following documents as the Underwriters shall reasonably request:  (i) 
conformed copies of the Registration Statement as originally filed with 
the Commission and each amendment thereto (in each case excluding 
exhibits other than this Agreement) and (ii) each Preliminary 
Prospectus, the Prospectus and any amended or supplemented Prospectus; 
and, if the delivery of a prospectus is required at any time after the 
Effective Time in connection with the offering or sale of the Shares or 
any other securities relating thereto and if at such time any events 
shall have occurred as a result of which the Prospectus as then amended 
or supplemented would include an untrue statement of a material fact or 
omit to state any material fact necessary in order to make the 
statements therein, in the light of the circumstances under which they 
were made when such Prospectus is delivered, not misleading, or, if for 
any other reason it shall be necessary to amend or supplement the 
Prospectus in order to comply with the Securities Act or the Exchange 
Act, to notify the Underwriters and, upon their request, to file such 
document and to prepare and furnish without charge to each Underwriter 
and to any dealer in securities as many copies as the Underwriters may 
from time to time reasonably request of an amended or supplemented 
Prospectus which will correct such statement or omission or effect such 
compliance.  The aforementioned documents furnished to the Underwriters 
will be identical to the electronically transmitted copies thereof filed 
with the Commission pursuant to EDGAR, except to the extent permitted by 
Regulation S-T.

      d)  To file promptly with the Commission any amendment to the 
Registration Statement or the Prospectus or any supplement to the 
Prospectus that may, in the judgment of the Company or counsel for the 
Underwriters, be required by the Securities Act or requested by the 
Commission;

      e)  Prior to filing with the Commission any amendment to the 
Registration Statement or supplement to the Prospectus or any Prospectus 
pursuant to Rule 424 of the Rules and Regulations, to furnish a copy 
thereof to the Underwriters and counsel for the Underwriters within a 
reasonable period of time prior to the filing thereof, and that filing 
thereof shall not occur if the Underwriters shall have objected in good 
faith thereto;

      f)  The Company will make generally available to its security 
holders as soon as practicable but no later than 60 days after the close 
of the period covered thereby an earnings statement (in form complying 
with the provisions of Section 11(a) of the Securities Act and Rule 158 
of the Rules and Regulations), which need not be certified by 
independent certified public accountants unless required by the 
Securities Act or the Rules and Regulations, covering a twelve-month 
period commencing after the "effective date" (as defined in said Rule 
158) of the Registration Statement;

      g)  For a period of five years following the Effective Date, to 
furnish to the Underwriters copies of all materials furnished by the 
Company to its shareholders and all public reports and all reports and 
financial statements furnished by the Company to the principal national 
securities exchange upon which the Common Shares may be listed pursuant 
to requirements of or agreements with such exchange or to the Commission 
pursuant to the Exchange Act or any rule or regulation of the Commission 
thereunder;

      h)  Promptly from time to time to take such action as the 
Underwriters may reasonably request to qualify the Shares for offering 
and sale under the securities, real estate syndication or Blue Sky laws 
of such jurisdictions as the Underwriters may request and to comply with 
such laws so as to permit the continuance of sales and dealings therein 
in such jurisdictions for as long as may be necessary to complete the 
distribution of the Shares, except that the Company shall not be 
required in connection therewith to qualify as a foreign corporation or 
to execute a consent to service of process in any jurisdiction;

      i)  For a period of 30 days from the date of the Prospectus, the 
Company will not, directly or indirectly, (1) offer for sale, contract 
to sell, sell, pledge or otherwise dispose of (or enter into any 
transaction or device which is designed to, or could be expected to, 
result in the disposition by any person at any time in the future of) 
any Common Shares or securities convertible into or exercisable or 
exchangeable for Common Shares in an underwritten offering to the public 
(other than the Shares and any Units or Common Shares that may be issued 
in connection with any acquisition of a property or pursuant to 
customary compensation arrangements and employee benefit plans), or sell 
or grant options, rights or warrants with respect to any Common Shares 
or securities convertible into or exercisable or exchangeable for Common 
Shares (except pursuant to customary compensation arrangements and 
employee benefit plans), or (2) enter into any swap or other derivatives 
transaction that transfers to another, in whole or in part, any of the 
economic benefits or risks of ownership of such Common Shares, whether 
any such transaction described in clause (1) or (2) above is to be 
settled by delivery of Common Shares or other securities, in cash or 
otherwise, in each case without the prior written consent of Smith 
Barney Inc.; and to cause Willard G. Rouse III, Joseph P. Denny, George 
J. Alburger, Jr., George F. Congdon and Robert E. Fenza, who each own 
Units or Common Shares, to furnish to the Underwriters, prior to the 
First Delivery Date, a letter or letters, in form and substance 
satisfactory to counsel for the Underwriters, pursuant to which each 
such person shall agree not to, directly or indirectly, (1) offer for 
sale, sell, pledge, contract to sell or otherwise dispose of (or enter 
into any transaction or device which is designed to, or could be 
expected to, result in the disposition by any person at any time in the 
future of) any Units or Common Shares or securities convertible into or 
exercisable or exchangeable for Common Shares or (2) enter into any swap 
or other derivatives transaction that transfers to another, in whole or 
in part, any of the economic benefits or risks of ownership of such 
Units or Common Shares, whether any such transaction described in clause 
(1) or (2) above is to be settled by delivery of Units, Common Shares or 
other securities, in cash or otherwise, in each case for a period of 30 
days from the date of the Prospectus, without the prior written consent 
of Smith Barney Inc.;

      j)  The Company will file with the New York Stock Exchange, Inc. 
all documents and notices required by such exchange of companies that 
have securities listed on such exchange and will use its best efforts to 
maintain the listing of the Shares thereon;

      k)  To apply the net proceeds from the sale of the Shares in 
accordance with the description set forth in the Prospectus under the 
caption "Use of Proceeds";

      l)  To take such steps as shall be necessary to ensure that 
neither the Company nor any of its subsidiaries shall become an 
"investment company" within the meaning of such term under the 
Investment Company Act of 1940 and the rules and regulations of the 
Commission thereunder;

      m)  Except as stated in this Agreement and in the Preliminary 
Prospectus and Prospectus, neither Transaction Entity has taken, nor 
will take, directly or indirectly, any action designed to or that might 
reasonably be expected to cause or result in stabilization or 
manipulation of the price of the Common Shares to facilitate the sale or 
resale of the Shares;

      n)  The Company will use its best efforts to continue to meet the 
requirements to qualify as a "real estate investment trust" under the 
Code; and

      o)  If this Agreement shall be terminated by the Underwriters 
because of any failure or refusal on the part of the Transaction 
Entities to comply with the terms or fulfill any of the conditions of 
this Agreement, the Transaction Entities jointly and severally agree to 
reimburse the Underwriters for all reasonable out-of-pocket expenses 
(including fees and expenses of counsel for the Underwriters) incurred 
by the Underwriters in connection herewith.

6.  EXPENSES.  The Transaction Entities jointly and severally agree to 
pay (a) the costs incident to the authorization, issuance, sale and 
delivery of the Shares and any taxes payable in that connection; (b) the 
costs incident to the preparation, printing and filing under the 
Securities Act of the Registration Statement and any amendments and 
exhibits thereto; (c) the costs of distributing the Registration 
Statement as originally filed and each amendment thereto and any post-
effective amendments thereof (including, in each case, exhibits), any 
Preliminary Prospectus, the Prospectus and any amendment or supplement 
to the Prospectus, all as provided in this Agreement; (d) the costs of 
producing and distributing this Agreement and any other related 
documents in connection with the offering, purchase, sale and delivery 
of the Shares; (f) the filing fees incident to securing any required 
review by the National Association of Securities Dealers, Inc. of the 
terms of sale of the Shares; (g) any applicable listing or other fees; 
(h) the fees and expenses of qualifying the Shares under the securities 
laws of the several jurisdictions as provided in Section 5(h) and of 
preparing, printing and distributing a Blue Sky Memorandum (including 
related fees and expenses of counsel to the Underwriters); and (j) all 
other costs and expenses incident to the performance of the obligations 
of the Transaction Entities under this Agreement; provided that, except 
as provided in this Section 6 and in Section 12, the Underwriters shall 
pay their own costs and expenses, including the costs and expenses of 
their counsel, any transfer taxes on the Shares which they may sell and 
the expenses of advertising any offering of the Shares made by the 
Underwriters.

7.  CONDITIONS OF UNDERWRITERS' OBLIGATIONS.  The respective obligations 
of the Underwriters hereunder are subject to the accuracy, when made and 
on each Delivery Date, of the representations and warranties of the 
Transaction Entities contained herein, to the performance by each 
Transaction Entity of its obligations hereunder, and to each of the 
following additional terms and conditions:

      a)  If, at the time this Agreement is executed and delivered, it 
is necessary for the Registration Statement or a post-effective 
amendment thereto to be declared effective before the offering of the 
Shares may commence, the Registration Statement or such post-effective 
amendment shall have become effective not later than 5:30 P.M., New York 
City time, on the date hereof, or at such later date and time as shall 
be consented to in writing by you, and all filings, if any, required to 
have been made by such time by Rules 424 and 430A under the Rules and 
Regulations shall have been timely made; no stop order suspending the 
effectiveness of the Registration Statement shall have been issued and 
no proceeding for that purpose shall have been instituted or, to the 
knowledge of the Transaction Entities or any Underwriter, threatened by 
the Commission, and any request of the Commission for additional 
information (to be included in the Registration Statement or the 
Prospectus or otherwise) shall have been complied with to the 
satisfaction of the Underwriters.

      b)  Subsequent to the effective date of this Agreement, there 
shall not have occurred (i) any change, or any development involving a 
prospective change, in or affecting the condition, financial or 
otherwise, business, properties, net worth, or results of operations of 
either Transaction Entity or any of their subsidiaries or any Property 
not contemplated by the Prospectus, which in the opinion of the 
Underwriters, would materially adversely affect the market for the 
Shares, or (ii) any event or development relating to or involving either 
Transaction Entity, or any partner, officer, director or trustee of 
either Transaction Entity, which makes any statement of a material fact 
made in the Prospectus untrue or which, in the opinion of the Company 
and its counsel or the Underwriters and their counsel, requires the 
making of any addition to or change in the Prospectus in order to state 
a material fact required by the Securities Act or any other law to be 
stated therein or necessary in order to make the statements therein not 
misleading, if amending or supplementing the Prospectus to reflect such 
event or development would, in your opinion, materially adversely affect 
the market for the Shares.

      c)  All corporate proceedings and other legal matters incident to 
the authorization, form and validity of this Agreement, the Shares, the 
Registration Statement and the Prospectus, and all other legal matters 
relating to this Agreement and the transactions contemplated hereby 
shall be reasonably satisfactory in all material respects to counsel for 
the Underwriters, and the Company shall have furnished to such counsel 
all documents and information that they may reasonably request to enable 
them to pass upon such matters.

      d)  (A) Wolf, Block, Schorr and Solis-Cohen LLP shall have 
furnished to the Underwriters its written opinion, as counsel to the 
Company, addressed to the Underwriters and dated such Delivery Date, in 
form and substance reasonably satisfactory to the Underwriters, to the 
effect that:

            (i)  The Company is in good standing as a foreign trust or 
corporation in those jurisdictions listed in such opinion.

            (ii)  The Operating Partnership has been duly formed and is 
validly existing as a limited partnership under the laws of the 
Commonwealth of Pennsylvania, is duly qualified to do business as a 
foreign limited partnership in Delaware, Florida, Maryland, Michigan, 
Minnesota, New Jersey, North Carolina, South Carolina, Tennessee, Texas 
and Virginia, and has all partnership power and authority necessary to 
own or hold its properties, to conduct the business in which it is 
engaged as described in the Registration Statement and the Prospectus, 
and to enter into and perform its obligations under this Agreement.  The 
Company is the sole general partner of the Operating Partnership.  The 
Operating Partnership Agreement is in full force and effect, and the 
aggregate percentage interests of the Company and the limited partners 
in the Operating Partnership are as set forth in the Prospectus. 

            (iii)  Development Corp. has been duly formed and is validly 
existing as a corporation in good standing under the laws of the 
Commonwealth of Pennsylvania, is duly qualified to do business and is in 
good standing as a foreign corporation in Delaware, Florida, Maryland, 
New Jersey and North Carolina, and has all corporate power and authority 
necessary to own or hold its properties and to conduct the business in 
which it is engaged as described in the Registration Statement and the 
Prospectus.  All of the issued and outstanding capital stock of 
Development Corp. has been duly authorized and validly issued and is 
fully paid and non-assessable, has been offered and sold in compliance 
with all applicable laws (including, without limitation, federal or 
state securities laws) and all of the capital stock of Development Corp. 
owned by the Operating Partnership, as described in the Prospectus, is 
owned free and clear of any security interest, mortgage, pledge, lien, 
encumbrance, claim, restriction or equities.

            (iv)  Development-II has been duly formed and is validly 
existing as a corporation in good standing under the laws of the 
Commonwealth of Pennsylvania, and has all corporate power and authority 
necessary to own or hold its properties and to conduct the business in 
which it is engaged as described in the Registration Statement and the 
Prospectus.  All of the issued and outstanding capital stock of 
Development-II has been duly authorized and validly issued and is fully 
paid and non-assessable, has been offered and sold in compliance with 
all applicable laws (including, without limitation, federal or state 
securities laws) and all of the capital stock of Development-II  owned 
by the Operating Partnership, as described in the Prospectus, is owned 
free and clear of any security interest, mortgage, pledge, lien, 
encumbrance, claim, restriction or equities.

            (v)  SP Corp. has been duly formed and is validly existing 
as a corporation in good standing under the laws of the Commonwealth of 
Pennsylvania and has all corporate and authority necessary to own or 
hold its properties and to conduct the business in which it is engaged 
as described in the Registration Statement and the Prospectus.  All of 
the issued and outstanding capital stock of SP Corp. has been duly 
authorized and validly issued and is fully paid and non-assessable, is 
owned by the Company free and clear of any security interest, mortgage, 
pledge, lien, encumbrance, claim, restriction or equities and has been 
offered and sold in compliance with all applicable laws (including, 
without limitation, federal or state securities laws).

            (vi)  Each of the Property Affiliates has been duly 
organized and is validly existing as a limited partnership, limited 
liability company or other entity in good standing under the laws of the 
jurisdiction in which it is organized, and has all power and authority 
necessary to own or hold its properties and to conduct the business in 
which it is engaged.  Except as set forth in the Prospectus, all of the 
partnership interests, membership interests or other equity interests, 
as the case may be, of each Property Affiliate have been duly and 
validly authorized and issued, are fully paid and non-assessable and all 
of such interests owned directly or indirectly by the Company and the 
Operating Partnership, as described in the Prospectus, are owned free 
and clear of any security interest, mortgage, pledge, lien, encumbrance, 
claim, restriction or equities.

            (vii)  (A) This Agreement has been duly and validly 
authorized, executed and delivered by the Operating Partnership, and has 
been duly and validly executed and delivered by the Company, and 
assuming due authorization, execution and delivery by the Underwriters 
and due authorization by the Company, is a valid and binding agreement 
of the Operating Partnership; and (B) the partnership agreement, limited 
liability company agreement or similar such document of each Property 
Affiliate has been duly and validly authorized, executed and delivered 
by the Operating Partnership, and each such agreement and the Operating 
Partnership Agreement have been duly and validly executed and delivered 
by the Company, and assuming due authorization by the Company, each such 
agreement is a valid and binding agreement of the parties thereto, 
enforceable against such parties in accordance with its terms.

            (viii)  To the knowledge of such counsel, the execution, 
delivery and performance of this Agreement by each of the Transaction 
Entities and the consummation of the transactions contemplated hereby 
will not (i) conflict with or result in a breach or violation of any of 
the terms or provisions of, or constitute a default under, any 
indenture, mortgage, deed of trust, loan agreement or other agreement or 
instrument to which either of the Transaction Entities or their 
subsidiaries is a party or by which either of the Transaction Entities 
or their subsidiaries is bound or to which any of the Properties or 
other assets of either of the Transaction Entities or their subsidiaries 
is subject, or (ii) conflict with or result in any violation of the 
provisions of any statute or any order, rule or regulation of any court 
or governmental agency or body having jurisdiction over either of the 
Transaction Entities or their subsidiaries or any of their properties or 
assets; and except for the registration of the Shares under the 
Securities Act and such consents, approvals, authorizations, 
registrations or qualifications as may be required under the Exchange 
Act and applicable state securities laws in connection with the purchase 
and distribution of the Shares by the Underwriters, no consent, 
approval, authorization or order of, or filing or registration with, any 
such court or governmental agency or body is required for the execution, 
delivery and performance of this Agreement by the Transaction Entities 
and the consummation of the transactions contemplated hereby.

            (ix)  The execution, delivery and performance of this 
Agreement by each of the Transaction Entities and the consummation of 
the transactions contemplated hereby will not conflict with or result in 
any violation of the provisions of the charter, by-laws, certificate of 
limited partnership or agreement of limited partnership of either of the 
Transaction Entities or their subsidiaries.

            (x)  To the knowledge of such counsel, other than as set 
forth in the Prospectus and other than rights of persons whose 
securities are already registered under the Securities Act, there are no 
contracts, agreements or understandings between the Company and any 
person granting such person the right to require the Company to file a 
registration statement under the Securities Act with respect to any 
securities of the Company owned or to be owned by such person or to 
require the Company to include such securities in the securities 
registered pursuant to the Registration Statement or in any securities 
being registered pursuant to any other registration statement filed by 
the Company under the Securities Act.

            (xi)  To the knowledge of such counsel, there are no legal 
or governmental proceedings pending to which either Transaction Entity 
or their subsidiaries is a party or of which any property or assets of 
either Transaction Entity or their subsidiaries is the subject which are 
not disclosed in the Prospectus and which, if determined adversely to 
such Transaction Entity or subsidiary, might reasonably be expected to 
have a material adverse effect on the consolidated financial position, 
shareholders' equity, results of operations, business or prospects of 
the Company; and to the knowledge of such counsel no such proceedings 
are threatened or contemplated by governmental authorities or threatened 
by others.

            (xii)  To the knowledge of such counsel, there are no 
contracts or other documents which are required to be described in the 
Prospectus or filed as exhibits to the Registration Statement by the 
Securities Act or by the Rules and Regulations which have not been 
described in the Prospectus or filed as exhibits to the Registration 
Statement or incorporated therein by reference as permitted by the Rules 
and Regulations.

            (xiii)  To the knowledge of such counsel, no relationship, 
direct or indirect, exists between or among either of the Transaction 
Entities on the one hand, and the trustees, officers, shareholders, 
customers or suppliers of the Transaction Entities on the other hand, 
which is required to be described in the Prospectus which is not so 
described.

            (xiv)  To the knowledge of such counsel, each Transaction 
Entity is in compliance in all material respects with all presently 
applicable provisions of ERISA; to the knowledge of such counsel, no 
"reportable event" (as defined in ERISA) has occurred with respect to 
any "pension plan" (as defined in ERISA) for which either Transaction 
Entity would have any liability; neither Transaction Entity has incurred 
or to the knowledge of such counsel, expects to incur, liability under 
(i) Title IV of ERISA with respect to termination of, or withdrawal 
from, any "pension plan" or (ii) section 412 or 4971 of the Code; and 
each "pension plan" for which either Transaction Entity would have any 
liability that is intended to be qualified under section 401(a) of the 
Code is so qualified in all material respects and nothing has occurred, 
whether by action or by failure to act, which would cause the loss of 
such qualification.

            (xv)  To the knowledge of such counsel, no Transaction 
Entity or Property Affiliate is in violation of its charter, by-laws, 
certificate of limited partnership, agreement of limited partnership, or 
other similar organizational document, or, to the knowledge of such 
counsel, has a default been asserted in any respect, and it has not been 
asserted that any event has occurred which, with notice or lapse of time 
or both, would constitute such a default, in the due performance or 
observance of any term, covenant or condition contained in any material 
indenture, mortgage, deed of trust, loan agreement or other material 
agreement or instrument to which it is a party or by which it is bound 
or to which any of the Properties or any of its other properties or 
assets is subject.

            (xvi)  No consent, approval, authorization or other order 
of, or registration or filing with, any court, regulatory body, 
administrative agency or other governmental body, agency, or official is 
required on the part of the Company (except as have been obtained or 
made under the Securities Act and the Exchange Act or such as may be 
required under state securities, real estate syndication or Blue Sky 
laws governing the purchase and distribution of the Shares) for the 
valid issuance and sale of the Shares to the Underwriters as 
contemplated by this Agreement.  

            (xvii)  Neither Transaction Entity or their subsidiaries is 
an "investment company" within the meaning of such term under the 
Investment Company Act of 1940 and the rules and regulations of the 
Commission thereunder.  The Shares have been approved for listing on the 
New York Stock Exchange upon notice of issuance.

            (xviii)  The documents incorporated or deemed to be 
incorporated by reference in the Prospectus pursuant to Item 12 of Form 
S-3 under the Securities Act (other than the financial statements and 
related schedules and financial information and data included therein, 
as to which no opinion need be rendered), at the time they were filed 
with the Commission, complied as to form in all material respects with 
the requirements of the Exchange Act and the rules and regulations 
thereunder.

            (xix)  The Registration Statement was declared effective 
under the Securities Act as of the date and time specified in such 
opinion, the Prospectus was filed with the Commission pursuant to the 
subparagraph of Rule 424(b) of the Rules and Regulations specified in 
such opinion on the date specified therein and, to the knowledge of such 
counsel, no stop order suspending the effectiveness of the Registration 
Statement has been issued and, to the knowledge of such counsel, no 
proceeding for that purpose is pending or threatened by the Commission.

            (xx)  The Registration Statement and the Prospectus and any 
further amendments or supplements thereto made by the Company prior to 
such Delivery Date (other than the financial statements and related 
schedules and other financial and statistical data included therein, as 
to which such counsel need express no opinion) comply as to form in all 
material respects with the requirements of the Securities Act and the 
Rules and Regulations. 

            (xxi)  The statements contained in the Prospectus under the 
captions "Risk Factors," "Description of Debt Securities," "Description 
of Preferred Shares," "Description of Warrants," and "Federal Income Tax 
Considerations with Respect to the Trust and the Operating Partnership," 
insofar as those statements are descriptions of contracts, agreements or 
other legal documents, or they describe federal statutes, rules and 
regulations, and except to the extent such statements are statistics or 
calculations constitute a fair summary thereof.

      e)  Such counsel shall state that Rogers & Wells, counsel for the 
Underwriters, may rely on its opinion in Section 7(d)(A)(ii) with regard 
to the formation of the Operating Partnership for the purpose of 
rendering its opinion as required by Section 7(e).

In rendering such opinion, such counsel may (i) state that its opinion 
is limited to matters governed by the Federal laws of the United States 
of America, the laws of the Commonwealth of Pennsylvania and the laws of 
the State of Maryland; (ii) as to matters of Maryland law, state that 
its opinion is given solely in reliance upon the opinion of Weinberg & 
Green LLC; (iii) state that its opinion does not address (A) Federal 
Reserve Board margin regulations; (B) Federal or state antitrust and 
unfair competition laws and regulations; (C) Local Laws (as defined in 
The Legal Opinion Accord of the ABA Section of Business Law (1991); (D) 
compliance with fiduciary duty requirements; (E) Federal and state 
racketeering laws and regulations; (F) Federal and state health and 
safety laws and regulations; and (G) Federal and state laws, regulations 
and policies concerning (x) national and local emergency, (y) possible 
judicial deference to acts of foreign states, and (z) criminal and civil 
forfeiture laws; and (iv) in giving the opinion referred to in subclause 
(B) in Section 7(d)(A)(vii), state that such opinion with respect to the 
enforceability of such documents may be limited by bankruptcy, 
fraudulent conveyance, insolvency, reorganization, moratorium, and other 
laws relating to or affecting creditors' rights generally and by general 
equitable principles.  Such counsel shall also have furnished to the 
Underwriters a written statement, addressed to the Underwriters and 
dated such Delivery Date, in form and substance satisfactory to the 
Underwriters, to the effect that (x) such counsel has acted as counsel 
to the Company in connection with the preparation of the Registration 
Statement and the Prospectus, and (y) based on the foregoing, no facts 
have come to the attention of such counsel which lead it to believe that 
the Registration Statement, as of the Effective Date, contained any 
untrue statement of a material fact or omitted to state a material fact 
required to be stated therein or necessary in order to make the 
statements therein not misleading, or that the Prospectus contains any 
untrue statement of a material fact or omits to state a material fact 
required to be stated therein or necessary in order to make the 
statements therein, in light of the circumstances under which they were 
made, not misleading.  The foregoing opinion and statement may be 
qualified by a statement to the effect that such counsel does not assume 
any responsibility for the accuracy, completeness or fairness of the 
statements contained in the Registration Statement or the Prospectus 
except to the extent of the opinion contained in Section 7(d)(A)(xx), 
and may state that such counsel expresses no belief with respect to the 
financial statements and notes thereto and other financial and 
statistical data included or incorporated by reference in, or omitted 
from, the Registration Statement or the Prospectus.

      f)  (B)  Weinberg & Green LLC shall have furnished to the 
Underwriters its written opinion, as Maryland counsel to the Company, 
addressed to the Underwriters and dated such Delivery Date, in form and 
substance reasonably satisfactory to the Underwriters, to the effect 
that:

            (i)  The Company has been duly formed and is validly 
existing as a real estate investment trust in good standing under and by 
virtue of the laws of the State of Maryland, and has all trust power and 
authority necessary to own or hold its properties and to conduct the 
business in which it is engaged as described in the Registration 
Statement and the Prospectus, and to enter into and perform its 
obligations under this Agreement.

            (ii)  All of the issued shares of beneficial interest of the 
Company (other than the Shares) have been duly and validly authorized 
and issued, are fully paid and non-assessable and conform in all 
material respects to the description thereof contained in the 
Prospectus.

            (iii)  The Shares have been duly and validly authorized and, 
when issued and delivered against payment therefor as provided herein, 
will be duly and validly issued, fully paid and non-assessable.  Upon 
payment of the purchase price and delivery of the Shares in accordance 
herewith, each of the Underwriters will receive good, valid and, subject 
to the excess share restrictions set forth in Article VII of the 
Company's Declaration of Trust, marketable title to the Shares, free and 
clear of all security interests, mortgages, pledges, liens, 
encumbrances, claims, restrictions and equities.  The terms of the 
Shares conform in all material respects to all statements and 
descriptions related thereto contained in the Prospectus.  The form of 
the certificates to be used to evidence the Shares are in due and proper 
form and comply with all applicable legal requirements.  The issuance of 
the Shares is not subject to any preemptive or other similar rights 
arising under the Declaration of Trust or by-laws of the Company, Title 
8 of the Corporations and Associations Article of the Annotated Code of 
Maryland, as amended, or any agreement or other instrument to which the 
Company is a party known to such counsel.

            (iv)  This Agreement has been duly and validly authorized, 
executed and delivered by the Company, and assuming due authorization, 
execution and delivery by the Underwriters and the Operating 
Partnership, is a valid and binding agreement of the Company.

            (v)  To the knowledge of such counsel, the execution, 
delivery and performance of this Agreement by the Company and the 
consummation of the transactions contemplated hereby will not conflict 
with or result in any violation of the provisions of any statute or any 
order, rule or regulation of any court or governmental agency or body of 
the State of Maryland that has jurisdiction over the Company or any of 
its properties or assets.

            (vi)  The execution, delivery and performance of this 
Agreement by the Company and the consummation of the transactions 
contemplated hereby will not conflict with or result in any violation of 
the provisions of the Declaration of Trust or by-laws of the Company.

            (vii)  To the knowledge of such counsel, there are no legal 
or governmental proceedings pending to which the Company is a party or 
of which any property or assets of the Company is the subject which are 
not disclosed in the Prospectus and which, if determined adversely to 
the Company, might reasonably be expected to have a material adverse 
effect on the consolidated financial position, shareholders' equity, 
results of operations, business or prospects of the Company; and to the 
knowledge of such counsel no such proceedings are threatened or 
contemplated by governmental authorities or threatened by others.

            (viii)  No consent, approval, authorization or other order 
of, or registration or filing with, any court, regulatory body, 
administrative agency or other governmental body, agency, or official in 
the State of Maryland is required on the part of the Company (except as 
may be required under state securities laws) for the valid issuance and 
sale of the Shares to the Underwriters as contemplated by this 
Agreement.

Such counsel shall state that Rogers & Wells, counsel for the 
Underwriters, may rely on its opinion.

      g)  The Underwriters shall have received from Rogers & Wells, 
counsel for the Underwriters, such opinion or opinions, dated such 
Delivery Date, with respect to the issuance and sale of the Shares, the 
Registration Statement, the Prospectus and other related matters as the 
Underwriters may reasonably require, and the Company shall have 
furnished to such counsel such documents as they reasonably request for 
the purpose of enabling them to pass upon such matters.  

      h)  At the time of execution of this Agreement, the Underwriters 
shall have received from Ernst & Young LLP a letter, in form and 
substance satisfactory to the Underwriters, addressed to the 
Underwriters and dated the date hereof (i) confirming that they are 
independent public accountants within the meaning of the Securities Act 
and are in compliance with the applicable requirements relating to the 
qualification of accountants under Rule 2-01 of Regulation S-X of the 
Commission, and (ii) stating, as of the date hereof (or, with respect to 
matters involving changes or developments since the respective dates as 
of which specified financial information is given in, or incorporated by 
reference in, the Prospectus, as of a date not more than five days prior 
to the date hereof), the conclusions and findings of such firm with 
respect to the financial information and other matters ordinarily 
covered by accountants' "comfort letters" to underwriters in connection 
with registered public offerings.

      i)  With respect to the letter of Ernst & Young LLP referred to in 
the preceding paragraph and delivered to the Underwriters concurrently 
with the execution of this Agreement (the "initial letter"), the Company 
shall have furnished to the Underwriters a letter (the "bring-down 
letter") of such accountants, addressed to the Underwriters and dated 
such Delivery Date (i) confirming that they are independent public 
accountants within the meaning of the Securities Act and are in 
compliance with the applicable requirements relating to the 
qualification of accountants under Rule 2-01 of Regulation S-X of the 
Commission, (ii) stating, as of the date of the bring-down letter (or, 
with respect to matters involving changes or developments since the 
respective dates as of which specified financial information is given in 
the Prospectus, as of a date not more than five days prior to the date 
of the bring-down letter), the conclusions and findings of such firm 
with respect to the financial information and other matters covered by 
the initial letter and (iii) confirming in all material respects the 
conclusions and findings set forth in the initial letter.

      j)  The Transaction Entities shall have furnished to the 
Underwriters a certificate, dated such Delivery Date, of the Chairman of 
the Board, Chief Executive Officer, President or a Vice President of the 
Company and the chief financial officer of the Company (in each case, 
for the Company and for the Company as general partner of the Operating 
Partnership) stating that:

            i)  The representations, warranties and agreements of the 
Transaction Entities in Section 1 are true and correct as of such 
Delivery Date; the Transaction Entities complied with all of their 
agreements contained herein; and the conditions set forth in 
Sections 7(a) and 7(i) have been fulfilled; and

            ii)  They have carefully examined the Registration Statement 
and the Prospectus and, in their opinion (A) as of the Effective Date, 
the Registration Statement and Prospectus did not include any untrue 
statement of a material fact and did not omit to state a material fact 
required to be stated therein or necessary to make the statements 
therein not misleading (with respect to the Prospectus, in light of the 
circumstances in which they were made), and (B) since the Effective Date 
no event has occurred which should have been set forth in a supplement 
or amendment to the Registration Statement or the Prospectus.

      k)  (i) None of the Transaction Entities or their subsidiaries or 
any Property shall have sustained since the date of the latest audited 
financial statements included in the Prospectus any loss or interference 
with its business from fire, explosion, flood or other calamity, whether 
or not covered by insurance, or from any labor dispute or court or 
governmental action, order or decree, otherwise than as set forth or 
contemplated in the Prospectus or (ii) since such date there shall not 
have been any change in the capital stock or long-term debt of either 
Transaction Entity or any change, or any development involving a 
prospective change, in or affecting any Property Affiliate or Property 
or the general affairs, management, financial position, shareholders' 
equity or results of operations of either Transaction Entity, otherwise 
than as set forth or contemplated in the Prospectus, the effect of 
which, in any such case described in clause (i) or (ii), is, in the 
judgment of the Underwriters, so material and adverse as to make it 
impracticable or inadvisable to proceed with the public offering or the 
delivery of the Shares being delivered on such Delivery Date on the 
terms and in the manner contemplated in the Prospectus.

      l)  Subsequent to the execution and delivery of this Agreement 
there shall not have occurred any of the following: (i) trading in 
securities generally on the New York Stock Exchange or the American 
Stock Exchange or in the over-the-counter market, or trading in any 
securities of the Company on any exchange or in the over-the-counter 
market, shall have been suspended or minimum prices shall have been 
established on any such exchange or such market by the Commission, by 
such exchange or by any other regulatory body or governmental authority 
having jurisdiction, (ii) a banking moratorium shall have been declared 
by Federal or state authorities, (iii) the United States shall have 
become engaged in hostilities, there shall have been an escalation in 
hostilities involving the United States or there shall have been a 
declaration of a national emergency or war by the United States or (iv) 
there shall have occurred such a material adverse change in general 
economic, political or financial conditions (or the effect of 
international conditions on the financial markets in the United States 
shall be such) as to make it, in the judgment of a majority in interest 
of the several Underwriters, impracticable or inadvisable to commence or 
continue the offering of the Shares at the offering price to the public 
set forth on the cover page of the Prospectus by the Underwriters.

      m)  The New York Stock Exchange, Inc. shall have approved the 
Shares for listing, subject only to official notice of issuance.

      n)  The Transaction Entities shall not have failed at or prior to 
such Delivery Date to have performed or complied with any of their 
agreements herein contained and required to be performed or complied 
with by them hereunder at or prior to such Delivery Date.

      o)  On the First Delivery Date, counsel for the Underwriters shall 
have been furnished with such documents and opinions as they may require 
for the purpose of enabling them to pass upon the issuance and sale of 
the Shares as herein contemplated and related proceedings, or in order 
to evidence the accuracy of any of the representations or warranties, or 
the fulfillment of any of the conditions, herein contained; and all 
proceedings taken by the Transaction Entities in connection with the 
issuance and sale of the Shares as herein contemplated shall be 
satisfactory in form and substance to the Underwriters and counsel for 
the Underwriters.

      p)  The Underwriters shall have been furnished with the written 
agreements referred to in Section 5(i) hereof.

      q)  The Company shall have furnished or caused to be furnished to 
the Underwriters such further certificates and documents as the 
Underwriters shall have reasonably requested.

      r)  In the event that the Underwriters exercise their option 
provided in Section 2 hereof to purchase all or any portion of the 
Option Shares, the representations and warranties of the Transaction 
Entities contained herein and the statements in any certificates 
furnished by the Transaction Entities hereunder shall be true and 
correct as of each Date of Delivery and, at the relevant Date of 
Delivery, the Underwriters shall have received:

            i)  A certificate, dated such Date of Delivery, of the 
Chairman of the Board, Chief Executive Officer, President or a Vice 
President of the Company and of the chief financial officer of the 
Company (in each case, for the Company and for the Company as the 
general partner of the Operating Partnership) confirming that the 
certificate delivered on the First Delivery Date pursuant to Section 
7(h) hereof remains true and correct as of such Date of Delivery.

            ii)  The favorable opinions of Wolf, Block, Schorr and 
Solis-Cohen LLP, counsel for the Transaction Entities, and Weinberg & 
Green LLC, Maryland counsel for the Company, in form and substance 
satisfactory to counsel for the Underwriters, dated such Date of 
Delivery, relating to the Option Shares to be purchased on such Date of 
Delivery and otherwise to the same effect as the opinions required by 
Section 7(d) hereof.

            iii)  The favorable opinion of Rogers & Wells, counsel for 
the Underwriters, dated such Date of Delivery, relating to the Option 
Shares to be purchased on such Date of Delivery and otherwise to the 
same effect as the opinion required by Section (e) hereof.

            iv)  A letter from Ernst & Young LLP, in form and substance 
satisfactory to the Underwriters and dated such Date of Delivery, 
substantially the same in form and substance as the letters furnished to 
the Underwriters pursuant to Section 7(f) hereof.

All opinions, letters, evidence and certificates mentioned above or 
elsewhere in this Agreement shall be deemed to be in compliance with the 
provisions hereof only if they are in form and substance reasonably 
satisfactory to counsel for the Underwriters.

Any certificate or document signed by any officer of the Transaction 
Entities and delivered to the Underwriters, or to counsel for the 
Underwriters, shall be deemed a representation and warranty by the 
Transaction Entities to each Underwriter as to the statements made 
therein.

The several obligations of the Underwriters to purchase Option Shares 
hereunder are subject to the satisfaction on and as of any Date of 
Delivery of the conditions set forth in this Section 7, except that, if 
any Date of Delivery is other than the First Delivery Date, the 
certificates, opinions and letters referred to in Sections 7(d) through 
7(h) hereof shall be dated the Date of Delivery in question and the 
opinions called for by Sections 7(d) and 7(e) hereof shall be revised to 
reflect the sale of Option Shares.

8.  EFFECTIVE DATE OF AGREEMENT.  This Agreement shall become effective:  
(i) upon the execution hereof by the parties hereto; or (ii) if, at the 
time this Agreement is executed and delivered, it is necessary for the 
Registration Statement or a post-effective amendment thereto to be 
declared effective before the offering of the Shares may commence, when 
notification of the effectiveness of the Registration Statement or such 
post-effective amendment has been released by the Commission.

9.  DEFAULT BY ONE OR MORE OF THE UNDERWRITERS.  If, on either Delivery 
Date, any Underwriter defaults in the performance of its obligations 
under this Agreement, the remaining non-defaulting Underwriters shall be 
obligated to purchase the Shares which the defaulting Underwriter agreed 
but failed to purchase on such Delivery Date in the respective 
proportions which the number of Firm Shares set forth opposite the name 
of each remaining non-defaulting Underwriter in Schedule 1 hereto bears 
to the total number of Firm Shares set forth opposite the names of all 
the remaining non-defaulting Underwriters in Schedule 1 hereto; 
provided, however, that the remaining non-defaulting Underwriters shall 
not be obligated to purchase any of the Shares on such Delivery Date if 
the total number of Shares which the defaulting Underwriter or 
Underwriters agreed but failed to purchase on such date exceeds 9.09% of 
the total number of Shares to be purchased on such Delivery Date, and 
any remaining non-defaulting Underwriter shall not be obligated to 
purchase more than 110% of the number of Shares which it agreed to 
purchase on such Delivery Date pursuant to the terms of Section 2.  If 
the foregoing maximums are exceeded, the remaining non-defaulting 
Underwriters, or those other underwriters satisfactory to the 
Underwriters who so agree, shall have the right, but shall not be 
obligated, to purchase, in such proportion as may be agreed upon among 
them, all the Shares to be purchased on such Delivery Date.  If the 
remaining Underwriters or other underwriters satisfactory to the 
Underwriters do not elect to purchase the Shares which the defaulting 
Underwriter or Underwriters agreed but failed to purchase on such 
Delivery Date, this Agreement (or, with respect to the Second Delivery 
Date, the obligation of the Underwriters to purchase, and of the Company 
to sell, the Option Shares) shall terminate without liability on the 
part of any non-defaulting Underwriter or the Transaction Entities, 
except that the Transaction Entities will continue to be liable for the 
payment of expenses to the extent set forth in Sections 6 and 12.  As 
used in this Agreement, the term "Underwriter" includes, for all 
purposes of this Agreement unless the context requires otherwise, any 
party not listed in Schedule 1 hereto who, pursuant to this Section 9, 
purchases Initial Shares which a defaulting Underwriter agreed but 
failed to purchase.

Nothing contained herein shall relieve a defaulting Underwriter of any 
liability it may have to the Transaction Entities for damages caused by 
its default.  If other underwriters are obligated or agree to purchase 
the Shares of a defaulting or withdrawing Underwriter, either the 
Underwriters or the Company may postpone the Delivery Date for up to 
seven full business days in order to effect any changes that in the 
opinion of counsel for the Company or counsel for the Underwriters may 
be necessary in the Registration Statement, the Prospectus or in any 
other document or arrangement.

10.  INDEMNIFICATION AND CONTRIBUTION.

The Transaction Entities jointly and severally, shall indemnify and hold 
harmless each Underwriter, its officers and employees and each person, 
if any, who controls any Underwriter within the meaning of the 
Securities Act, from and against any loss, claim, damage or liability, 
joint or several, or any action in respect thereof (including, but not 
limited to, any loss, claim, damage, liability or action relating to 
purchases and sales of Shares), to which that Underwriter, officer, 
employee or controlling person may become subject, under the Securities 
Act or otherwise, insofar as such loss, claim, damage, liability or 
action arises out of, or is based upon, (i) any untrue statement or 
alleged untrue statement of a material fact contained (A) in any 
Preliminary Prospectus, the Registration Statement or the Prospectus or 
in any amendment or supplement thereto or (B) in any blue sky 
application or other document prepared or executed by the Company (or 
based upon any written information furnished by the Company) 
specifically for the purpose of qualifying any or all of the Shares 
under the securities laws of any state or other jurisdiction (any such 
application, document or information being hereinafter called a "Blue 
Sky Application"), (ii) the omission or alleged omission to state in any 
Preliminary Prospectus, the Registration Statement or the Prospectus, or 
in any amendment or supplement thereto, or in any Blue Sky Application 
any material fact required to be stated therein or necessary to make the 
statements therein not misleading (with respect to the Prospectus, in 
light of the circumstances under which they were made), or (iii) any act 
or failure to act or any alleged act or failure to act by any 
Underwriter in connection with, or relating in any manner to, the Shares 
or the offering contemplated hereby, and which is included as part of or 
referred to in any loss, claim, damage, liability or action arising out 
of or based upon matters covered by clause (i) or (ii) above (provided 
that the Transaction Entities shall not be liable under this clause 
(iii) to the extent that it is determined in a final judgment by a court 
of competent jurisdiction that such loss, claim, damage, liability or 
action resulted directly from any such acts or failures to act 
undertaken or omitted to be taken by such Underwriter through its gross 
negligence or willful misconduct), and shall reimburse each Underwriter 
and each such officer, employee or controlling person for any legal or 
other expenses reasonably incurred by that Underwriter, officer, 
employee or controlling person in connection with investigating or 
defending or preparing to defend against any such loss, claim, damage, 
liability or action as such expenses are incurred; provided, however, 
that the Transaction Entities shall not be liable in any such case to 
the extent that any such loss, claim, damage, liability or action arises 
out of, or is based upon, any untrue statement or alleged untrue 
statement or omission or alleged omission made in any Preliminary 
Prospectus, the Registration Statement or the Prospectus, or in any such 
amendment or supplement, or in any Blue Sky Application, in reliance 
upon and in conformity with written information concerning such 
Underwriter furnished to the Company through the Underwriters by or on 
behalf of any Underwriter specifically for inclusion therein.  The 
foregoing indemnity agreement is in addition to any liability which the 
Transaction Entities may otherwise have to any Underwriter or to any 
officer, employee or controlling person of that Underwriter.

Each Underwriter, severally and not jointly, shall indemnify and hold 
harmless each Transaction Entity, its officers and employees, each of 
its trustees, and each person, if any, who controls each Transaction 
Entity within the meaning of the Securities Act, from and against any 
loss, claim, damage or liability, joint or several, or any action in 
respect thereof, to which each Transaction Entity or any such trustee, 
officer or controlling person may become subject, under the Securities 
Act or otherwise, insofar as such loss, claim, damage, liability or 
action arises out of, or is based upon, (i) any untrue statement or 
alleged untrue statement of a material fact contained (A) in any 
Preliminary Prospectus, the Registration Statement or the Prospectus or 
in any amendment or supplement thereto, or (B) in any Blue Sky 
Application or (ii) the omission or alleged omission to state in any 
Preliminary Prospectus, the Registration Statement or the Prospectus, or 
in any amendment or supplement thereto, or in any Blue Sky Application 
any material fact required to be stated therein or necessary to make the 
statements therein not misleading, but in each case only to the extent 
that the untrue statement or alleged untrue statement or omission or 
alleged omission was made in reliance upon and in conformity with 
written information concerning such Underwriter furnished to the Company 
through the Underwriters by or on behalf of that Underwriter 
specifically for inclusion therein, and shall reimburse each Transaction 
Entity and any such trustee, officer or controlling person for any legal 
or other expenses reasonably incurred by each Transaction Entity or any 
such trustee, officer or controlling person in connection with 
investigating or defending or preparing to defend against any such loss, 
claim, damage, liability or action as such expenses are incurred.  The 
foregoing indemnity agreement is in addition to any liability which any 
Underwriter may otherwise have to each Transaction Entity or any such 
trustee, officer, employee or controlling person.

Promptly after receipt by an indemnified party under this Section 10 of 
notice of any claim or the commencement of any action, the indemnified 
party shall, if a claim in respect thereof is to be made against the 
indemnifying party under this Section 10, notify the indemnifying party 
in writing of the claim or the commencement of that action; provided, 
however, that the failure to notify the indemnifying party shall not 
relieve it from any liability which it may have under this Section 10 
except to the extent it has been materially prejudiced by such failure 
and, provided further, that the failure to notify the indemnifying party 
shall not relieve it from any liability which it may have to an 
indemnified party otherwise than under this Section 10.  If any such 
claim or action shall be brought against an indemnified party, and it 
shall notify the indemnifying party thereof, the indemnifying party 
shall be entitled to participate therein and, to the extent that it 
wishes, jointly with any other similarly notified indemnifying party, to 
assume the defense thereof with counsel reasonably satisfactory to the 
indemnified party.  After notice from the indemnifying party to the 
indemnified party of its election to assume the defense of such claim or 
action, the indemnifying party shall not be liable to the indemnified 
party under this Section 10 for any legal or other expenses subsequently 
incurred by the indemnified party in connection with the defense thereof 
other than reasonable costs of investigation; provided, however, that 
the indemnified party shall have the right to employ its own counsel, 
with such counsel, in the case of the Underwriters, to represent jointly 
the Underwriters and their respective officers, employees and 
controlling persons who may be subject to liability arising out of any 
claim in respect of which indemnity may be sought by the Underwriters 
against the Transaction Entities under this Section 10 if, in the 
reasonable judgment of the Underwriters, it is advisable for the 
Underwriters and those officers, employees and controlling persons to be 
jointly represented by separate counsel, and in that event the fees and 
expenses of such separate counsel shall be paid by the Transaction 
Entities.  No indemnifying party shall (i) without the prior written 
consent of the indemnified parties (which consent shall not be 
unreasonably withheld), settle or compromise or consent to the entry of 
any judgment with respect to any pending or threatened claim, action, 
suit or proceeding in respect of which indemnification or contribution 
may be sought hereunder (whether or not the indemnified parties are 
actual or potential parties to such claim or action) unless such 
settlement, compromise or consent includes an unconditional release of 
each indemnified party from all liability arising out of such claim, 
action, suit or proceeding, or (ii) be liable for any settlement of any 
such action effected without its written consent (which consent shall 
not be unreasonably withheld), but if settled with the consent of the 
indemnifying party or if there be a final judgment of the plaintiff in 
any such action, the indemnifying party agrees to indemnify and hold 
harmless any indemnified party from and against any loss or liability by 
reason of such settlement or judgment.

If the indemnification provided for in this Section 10 shall for any 
reason be unavailable to or insufficient to hold harmless an indemnified 
party under Section 10(a) or 10(c) in respect of any loss, claim, damage 
or liability, or any action in respect thereof, referred to therein, 
then each indemnifying party shall, in lieu of indemnifying such 
indemnified party, contribute to the amount paid or payable by such 
indemnified party as a result of such loss, claim, damage or liability, 
or action in respect thereof, (i) in such proportion as shall be 
appropriate to reflect the relative benefits received by the Transaction 
Entities on the one hand and the Underwriters on the other from the 
offering of the Shares or (ii) if the allocation provided by clause (i) 
above is not permitted by applicable law, in such proportion as is 
appropriate to reflect not only the relative benefits referred to in 
clause (i) above but also the relative fault of the Transaction Entities 
on the one hand and the Underwriters on the other with respect to the 
statements or omissions which resulted in such loss, claim, damage or 
liability, or action in respect thereof, as well as any other relevant 
equitable considerations.  The relative benefits received by the 
Transaction Entities on the one hand and the Underwriters on the other 
with respect to such offering shall be deemed to be in the same 
proportion as the total net proceeds from the offering of the Shares 
purchased under this Agreement (before deducting expenses) received by 
the Transaction Entities, on the one hand, and the total underwriting 
discounts and commissions received by the Underwriters with respect to 
the Shares purchased under this Agreement, on the other hand, bear to 
the total gross proceeds from the offering of the Shares under this 
Agreement, in each case as set forth in the table on the cover page of 
the Prospectus.  The relative fault shall be determined by reference to 
whether the untrue or alleged untrue statement of a material fact or 
omission or alleged omission to state a material fact relates to 
information supplied by the Transaction Entities or the Underwriters, 
the intent of the parties and their relative knowledge, access to 
information and opportunity to correct or prevent such statement or 
omission.  The Transaction Entities and the Underwriters agree that it 
would not be just and equitable if contributions pursuant to this 
Section were to be determined by pro rata allocation (even if the 
Underwriters were treated as one entity for such purpose) or by any 
other method of allocation which does not take into account the 
equitable considerations referred to herein.  The amount paid or payable 
by an indemnified party as a result of the loss, claim, damage or 
liability, or action in respect thereof, referred to above in this 
Section shall be deemed to include, for purposes of this Section 10(d), 
any legal or other expenses reasonably incurred by such indemnified 
party in connection with investigating or defending any such action or 
claim.  Notwithstanding the provisions of this Section 10(d), no 
Underwriter shall be required to contribute any amount in excess of the 
amount by which the total price at which the Shares underwritten by it 
and distributed to the public was offered to the public exceeds the 
amount of any damages which such Underwriter has otherwise paid or 
become liable to pay by reason of any untrue or alleged untrue statement 
or omission or alleged omission.  No person guilty of fraudulent 
misrepresentation (within the meaning of section 11(f) of the Securities 
Act) shall be entitled to contribution from any person who was not 
guilty of such fraudulent misrepresentation.  The Underwriters' 
obligations to contribute as provided in this Section 10(d) are several 
in proportion to their respective underwriting obligations and not 
joint.

The Underwriters severally confirm and each Transaction Entity 
acknowledges that the statements with respect to the public offering of 
the Shares by the Underwriters set forth on the cover page of, the 
legend concerning stabilization on the inside front cover of, the 
concession and reallowance figures appearing under the caption 
"Underwriting" and, pursuant to Item 508 of Regulation S-K of the 
Securities Act, the seventh, eighth and ninth paragraphs of the section 
captioned "Plan of Distribution" in, the Preliminary Prospectus and the 
comparable material in the Prospectus are correct and constitute the 
only information concerning such Underwriters furnished in writing to 
the Company by or on behalf of the Underwriters specifically for 
inclusion in the Registration Statement, the Preliminary Prospectus and 
the Prospectus.

11.  TERMINATION.  The obligations of the Underwriters hereunder may be 
terminated by the Underwriters by notice given to and received by the 
Company prior to delivery of and payment for the Firm Shares if, prior 
to that time, any of the events described in Sections 7(i), 7(j) or 
7(l), shall have occurred or if the Underwriters shall decline to 
purchase the Shares for any reason permitted under this Agreement.

12.  REIMBURSEMENT OF UNDERWRITERS' EXPENSES.  If the Company shall fail 
to tender the Shares for delivery to the Underwriters by reason of any 
failure, refusal or inability on the part of the Transaction Entities to 
perform any agreement on their part to be performed, or because any 
other condition of the Underwriters' obligations hereunder required to 
be fulfilled by the Transaction Entities is not fulfilled, the 
Transaction Entities will reimburse the Underwriters for all reasonable 
out-of-pocket expenses (including fees and disbursements of counsel) 
incurred by the Underwriters in connection with this Agreement and the 
proposed purchase of the Shares, and upon demand the Transaction 
Entities shall pay the full amount thereof to the Underwriters.  If this 
Agreement is terminated pursuant to Section 9 by reason of the default 
of one or more Underwriters, the Transaction Entities shall not be 
obligated to reimburse any defaulting Underwriter on account of those 
expenses.

13.  NOTICES, ETC.  All statements, requests, notices and agreements 
hereunder shall be in writing, and:

      if to the Underwriters, shall be delivered or sent by mail, telex 
or facsimile transmission to Smith Barney Inc., 388 Greenwich Street, 
New York, New York 10013, Attention:  Manager, Investment Banking 
Division, with a copy, in the case of any notice pursuant to Section 
10(c), to Rogers & Wells, 200 Park Avenue, New York, New York 10166, 
Attention of Robert E. King, Jr.;

      if to the Transaction Entities shall be delivered or sent by mail, 
telex or facsimile transmission to the Company, 65 Valley Stream 
Parkway, Malvern, PA  19355, Attention:  General Counsel (Fax:  610-644-
2175); 

provided, however, that any notice to an Underwriter pursuant to Section 
10(c) shall be delivered or sent by mail, telex or facsimile 
transmission to such Underwriter at its address set forth in its 
acceptance telex to the Underwriters, which address will be supplied to 
any other party hereto by the Underwriters upon request.  Any such 
statements, requests, notices or agreements shall take effect at the 
time of receipt thereof.  The Transaction Entities shall be entitled to 
act and rely upon any request, consent, notice or agreement given or 
made on behalf of the Underwriters by Smith Barney Inc.

14.  PERSONS ENTITLED TO BENEFIT OF AGREEMENT.  This Agreement shall 
inure to the benefit of and be binding upon the Underwriters, the 
Transaction Entities and their respective personal representatives and 
successors.  This Agreement and the terms and provisions hereof are for 
the sole benefit of only those persons, except that (A) the 
representations, warranties, indemnities and agreements of the 
Transaction Entities contained in this Agreement shall also be deemed to 
be for the benefit of the person or persons, if any, who control any 
Underwriter within the meaning of Section 15 of the Securities Act and 
(B) the indemnity agreement of the Underwriters contained in Section 
10(b) of this Agreement shall be deemed to be for the benefit of 
trustees of the Company, officers of the Company who have signed the 
Registration Statement and any person controlling the Transaction 
Entities within the meaning of section 15 of the Securities Act.  
Nothing in this Agreement is intended or shall be construed to give any 
person, other than the persons referred to in this Section 14, any legal 
or equitable right, remedy or claim under or in respect of this 
Agreement or any provision contained herein.

15.  SURVIVAL.  The respective indemnities, representations, warranties 
and agreements of the Transaction Entities and the Underwriters 
contained in this Agreement or made by or on behalf on them, 
respectively, pursuant to this Agreement, shall survive the delivery of 
and payment for the Shares and shall remain in full force and effect, 
regardless of any investigation made by or on behalf of any of them or 
any person controlling any of them.

16.  DEFINITION OF THE TERMS "BUSINESS DAY" AND "SUBSIDIARY".  For 
purposes of this Agreement, (a) "business day" means any day on which 
the New York Stock Exchange, Inc. is open for trading and (b) 
"subsidiary" has the meaning set forth in Rule 405 of the Rules and 
Regulations.

17.  GOVERNING LAW.  This Agreement shall be governed by and construed 
in accordance with the laws of New York applicable to contracts made and 
to be performed within the state of New York.

18.  COUNTERPARTS.  This Agreement may be executed in one or more 
counterparts and, if executed in more than one counterpart, the executed 
counterparts shall each be deemed to be an original but all such 
counterparts shall together constitute one and the same instrument.

19.  HEADINGS.  The headings herein are inserted for convenience of 
reference only and are not intended to be part of, or to affect the 
meaning or interpretation of, this Agreement.

If the foregoing correctly sets forth the agreement between the Company 
and the Underwriters, please indicate your acceptance in the space 
provided for that purpose below.

Very truly yours,

LIBERTY PROPERTY TRUST


By     /s/ Willard G. Rouse III
- --------------------------------------- 
Name: Willard G. Rouse III
Title: Chairman of the Board and Chief Executive Officer



LIBERTY PROPERTY LIMITED PARTNERSHIP

By:  Liberty Property Trust,
     its sole general partner


By /s/ Willard G. Rouse III
- --------------------------------------- 
Name:  Willard G. Rouse III
Title: Chairman of the Board and Chief Executive Officer


Accepted:


SMITH BARNEY INC.



By    /s/ John R. Barber
- ---------------------------------------                
    Authorized Representative

For itself and on behalf
of the Underwriters


SCHEDULE 1


                             Number of
Underwriters                   Shares 


Smith Barney Inc.            1,150,000
A.G. Edwards & Sons, Inc.    1,150,000

Total                        2,300,000