EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT, dated as of October 1, 2003, by and between Keystone Property Trust (the Company) and Robert F. Savage, Jr. (Executive), recites and provides as follows:

W I T N E S S E T H:

     WHEREAS, the Company is a self-administered Maryland real estate investment trust which owns, acquires, develops and leases industrial properties;

     WHEREAS, the Company desires to employ Executive to devote substantially all of his working time to the business of the Company, including, without limitation, the operation and management of the Company and the properties, and to serve as Executive Vice President and Chief Operating Officer of the Company; and

     WHEREAS, Executive desires to be so employed on the terms and subject to the conditions hereinafter stated.

     NOW, THEREFORE, IN CONSIDERATION of the mutual covenants, promises and obligations of the parties provided for in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     A. DEFINITIONS.

     For purposes of this Agreement, the following terms shall have the following meanings (applicable to both the singular and plural forms of the terms defined):

     1. Acquisition of Industrial Property means engaging in the activity of soliciting, seeking to acquire, obtaining an option or first right of refusal to acquire, or acquiring, any interest in an Industrial Property or in real property planned for development as an Industrial Property.

     2. Affiliate means (i) any person directly or indirectly controlling, controlled by, or under common control with such other person, (ii) any executive officer, director, trustee or general partner of such other person, and (iii) any legal entity for which such person acts as an executive officer, director, trustee or general partner. The term person means and includes any natural person, corporation, partnership, association, limited liability company or any other legal entity.

     3. Board means the Board of Trustees of the Company.

     4. Change in Control means the happening of any of the following:

(i) any person, including a group (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act)), but excluding the Company, any entity controlling, controlled by or under common control with the Company, any employee benefit plan of the Company or any such entity, and, with respect to Executive, Executive and any group (as such term is used in Section 13(d)(3) of the Exchange Act) of which

Executive is a member, is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of either (A) the combined voting power of the Companys then outstanding securities or (B) the then outstanding shares (in either such case other than as a result of an acquisition of securities directly from the Company); or

(ii) any consolidation or merger of the Company or any subsidiary where (A) the shareholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 60% or more of the voting securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), and (B) the members of the Board immediately prior to such event fail to constitute a majority of the board of directors or trustees of the successor business organization; or

(iii) there shall occur (A) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company, other than a sale or disposition by the Company of all or substantially all of the Companys assets to an entity, at least 50% of the combined voting power of the voting securities of which is owned by persons in substantially the same proportion as their ownership of the combined voting power of the voting securities of the Company immediately prior to such transfer, or (B) the approval by shareholders of the Company of any plan or proposal for the liquidation or dissolution of the Company; or

(iv) the members of the Board at the beginning of any consecutive 24-calendar-month period (the Incumbent Trustees) cease for any reason other than due to death to constitute at least a majority of the members of the Board; provided that any trustee whose election, or nomination for election by the Companys shareholders, was approved by a vote of at least a majority of the members of the Board then still in office who were members of the Board at the beginning of such 24-calendar-month period shall be deemed to be an Incumbent Trustee.
 

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