AMENDMENT NO. 3 TO
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                     BRANDYWINE OPERATING PARTNERSHIP, L.P.


                  This Amendment No. 3 dated May 23, 1997 to Agreement of
Limited Partnership dated August 22, 1996, as amended by Amendment No. 1 dated
November 6, 1996 and Amendment No. 2 dated December 18, 1996, by and among
BRANDYWINE REALTY TRUST, a Maryland real estate investment trust as general
partner (the "General Partner"), and the PERSONS NAMED IN EXHIBIT "A" attached
hereto, as limited partners (the "Limited Partners"). The General Partner and
the Limited Partners are sometimes referred to individually as a "Partner" and
collectively as the "Partners".

                                   BACKGROUND

                  A. The General Partner and the Limited Partners have entered
into an Agreement of Limited Partnership of Brandywine Operating Partnership,
L.P. dated August 22, 1996, as amended by Amendment No. 1 dated November 6, 1996
and Amendment No. 2 dated December 18, 1996, (the "Partnership Agreement").
Capitalized terms not defined herein shall have the meanings given to such terms
in the Partnership Agreement.

                  B. The General Partner and the Limited Partners desire to
amend the Partnership Agreement as provided in this Amendment No. 3 to the
Partnership Agreement.

                  Accordingly, intending to be legally bound, the parties hereto
agree as follows:

                  1. The last sentence of Section 3.2(a), which reads
"Otherwise, no additional Class A Units may be issued" is hereby deleted.

                  2. No Other Amendments. This Amendment does not amend the
Partnership Agreement in any respect except as expressly provided herein, and
the Partnership Agreement, as amended by this Amendment No. 3, shall continue in
full force and effect after the date hereof in accordance with its terms.






                  3. Effective Time of Amendment. This Amendment No. 3 shall
become effective as of May 23, 1997 upon the execution and delivery of this
Amendment No. 3 by the General Partner, and the holders of 75% or more of the
outstanding Class A Units (as of the date of this Amendment).

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

                                GENERAL PARTNER:

                                BRANDYWINE REALTY TRUST

                                By: /s/ Gerard H. Sweeney
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                                    Name:    Gerard H. Sweeney
                                             President


                                CLASS A LIMITED PARTNERS:

                                Safeguard Scientifics (Delaware), Inc.

                                By: /s/ Gerald Wilk
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                                    Name: Gerald Wilk
                                    Title:   Vice President


                                THE NICHOLS COMPANY

                                By: /s/ Anthony A. Nichols
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                                    Anthony A. Nichols, President



                                 /s/ Brian Belcher
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                                 Brian Belcher