CONTRIBUTION AGREEMENT



     THIS CONTRIBUTION AGREEMENT is made and entered as the 22nd day of October,

1996, by and between (i) ISADORE SHOOSTER,  HARRY SHOOSTER (Isadore Shooster and

Harry Shooster  collectively the "General  Partners"),  DONALD  SHOOSTER,  DAVID

SHOOSTER,  DANIEL SHOOSTER, MYRA GERSON, RICHARD AND HELAINE GORDON (Husband and

wife),  DAVID and MICHELE  SALAND  (Husband  and Wife) and  FAIRLESS  HILLS S.C.

ASSOCIATES,  a  Pennsylvania  limited  partnership,  who are  (or  will be as of

Closing) all of the general and limited partners (collectively,  the "Partners")

of City Line Shopping Center Associates, a Pennsylvania limited partnership (the

"Partnership")  (the Partners sometimes herein after referred to collectively as

"Contributors"),  and  (ii)  FIRST  WASHINGTON  REALTY  LIMITED  PARTNERSHIP,  a

Maryland limited partnership (hereinafter referred to as "FWRLP").



                              W I T N E S S E T H:



     WHEREAS,  the  Partners  own,  or  will  own  as of  Closing,  all  of  the

partnership interests (the "Partnership Interests") of the Partnership; and



     WHEREAS, the Partnership is the record and beneficial owner of that certain

parcel of real  property  as more  particularly  described  on  Exhibit A hereto

(collectively, the "Land"), together with the shopping center known as City Line

Shopping Center located in Philadelphia,  Pennsylvania,  and all other buildings

and  improvements  situated  thereon  (collectively,  the  "Building"),  and all

Personal   Property  (as  hereinafter   defined)   located   therein,   and  all

appurtenances,  rights,  easements,  rights-of-way,  tenements and hereditaments

incident  thereto (the  "Additional  Property")  (the Land,  Building,  Personal

Property and Additional Property are hereinafter collectively referred to as the

"Property"); and



     WHEREAS,  Contributors  and  FWRLP  desire  to enter  into  this  Agreement

relating to the  contribution by Contributors to FWRLP of Partnership  Interests

representing  89%  of  the  capital  interests  and  profits  interests  in  the

Partnership (the  "Contributed  Interests") in exchange for certain interests in

FWRLP and for the continued  ownership and later contribution by Contributors of

the remaining  Partnership  Interests  representing 11% of the capital interests

and profits interests in the Partnership (the "Retained Interests").



     NOW,  THEREFORE,  for and in  consideration  of the premises and the mutual

covenants  and  agreements  herein  contained  and for other  good and  valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the

parties hereto agree as follows:



     1.   Contribution of  Contributed  Interests.  Subject  to  the  terms  and

conditions set forth in this Agreement,  at the First Closing (as defined below)

Contributors shall contribute the Contributed Interests to FWRLP in exchange for

that  number  of  common  limited  partnership  units  of  FWRLP  (the  "Units")

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