CONTRACT OF SALE



     THIS CONTRACT OF SALE (this "Agreement") is made and entered into as of the

20th day of December, 2001, by and between WESTPARK ACQUISITION COMPANY, INC., a

Delaware corporation ("Westpark"), and 6813 RUPPSVILLE ROAD REALTY HOLDING

COMPANY, a Delaware corporation ("Ruppsville"; together with Westpark,

collectively, "Seller") each having an address c/o J.P. Morgan Investment

Management Inc., 522 Fifth Avenue, New York, New York 10036 and KEYSTONE

OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, having an address

at 200 Four Falls Corporate Center, Suite 208, West Conshohocken, Pennsylvania

19428 ("Purchaser").



                              W I T N E S S E T H:



     A. Seller shall sell to Purchaser, and Purchaser shall purchase from

Seller, at the price and upon the terms and conditions set forth in this

Agreement, (a)(1) that certain parcel of land located in Upper Macungie

Township, Pennsylvania and commonly known as Westpark Business Center, 7520,

7584, 7566, 7542, 7529 Morris Court, 7220 Schantz Road, and 7485 Industrial

Boulevard together with that certain 15.27 acre parcel of land located in Upper

Macungie Township, Pennsylvania, and more particularly described on EXHIBIT A-1

attached hereto and made a part hereof (the "Westpark Property"), and (2) that

certain parcel of land located in Upper Macungie Township, Pennsylvania and

commonly known as 6813, 6829 and 6831 Ruppsville Road and 7663 Industrial

Boulevard, and more particularly described on EXHIBIT A-2 attached hereto and

made a part hereof (the "Ruppsville Property"; together with the Westpark

Property, collectively, the "Land"), (b) the buildings, improvements, structures

and fixtures located upon the Land (collectively, the "Improvements"), (c) all

other easements and rights appurtenant to the Land, if any (collectively, the

"Appurtenant Rights"), (d) all right, title and interest of Seller in, to and

under the all leases, licenses and occupancy agreements affecting the Property

(as hereinafter defined) (the "Leases") and all service, supply and equipment

contracts and agreements related to the operation of the Property (the

"Contracts"), (e) all right, title and interest of Seller, if any, in and to the

fixtures, equipment and other personal property owned by Seller and attached or

appurtenant to the Property (collectively, the "Personal Property"), and (f) all

right, title and interest of Seller, if any, if and to the extent assignable, in

and to the name "Westpark Business Center" (the "Name"; the Land, the

Appurtenant Rights, the Improvements, the Leases, the Contracts, the Personal

Property, and the Name, collectively, the "Property").



     B. Purchaser acknowledges that the Property is being sold on an "as is"

"where is" and "with all faults" basis on the terms and conditions hereinafter

set forth.



     NOW, THEREFORE, for $10.00 in hand paid and for other good and valuable

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

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



     1. PURCHASE AND SALE. Upon the terms and conditions hereinafter set forth,

Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the

Property.







{PAGE}



     2. PURCHASE PRICE. The purchase price (the "Purchase Price") for the

Property shall be the sum of FIFTY THREE MILLION SEVEN HUNDRED THIRTEEN THOUSAND

FIVE HUNDRED EIGHTY-THREE AND 00/100 DOLLARS ($53,713,583.00), subject to the

prorations and credits specified herein.



     3. PAYMENT OF PURCHASE PRICE. The Purchase Price, as adjusted by the

prorations and credits specified herein, shall be paid by Purchaser on the date

hereof, by a bank wire transfer of immediately available federal funds to an

account or accounts designated in writing by Seller.



     4. CONDITIONS PRECEDENT. The obligation of Purchaser to purchase, and

Seller to sell, the Property, as contemplated by this Agreement, is subject to

satisfaction of each of the following conditions precedent (any of which may be

waived in writing by the party in whose favor such condition exists) on or

before the applicable date specified for satisfaction of the applicable

condition. If any of such conditions are not satisfied (or waived) pursuant to

the terms of this Agreement, then this Agreement shall, upon written notice from

the terminating party to the other party, terminate and, in connection with any

such termination made in accordance with this Section 4, Seller and Purchaser

shall be released from further obligation or liability hereunder (except for

those obligations and liabilities which, pursuant to the terms of this

Agreement, survive such termination). The completion of Closing (as hereinafter

defined) shall constitute approval by each party of all matters to which such

party has a right of approval and a waiver of all conditions precedent;

provided, the foregoing shall not waive or otherwise impair the rights of either

party which expressly survive the Closing pursuant to this Agreement.



        4.1 Title Matters.



            4.1.1 Intentionally deleted.



            4.1.2 PERMITTED EXCEPTIONS TO TITLE. The Property shall be sold and

conveyed subject to the following exceptions to title (the "Permitted

Exceptions"):



            (a) intentionally deleted;



            (b) those exceptions to title specifically set forth in the pro

forma title insurance policies attached hereto and made a part hereof as EXHIBIT

B;



            (c) all laws, ordinances, rules and regulations of the United

States, the Commonwealth of Pennsylvania, or any agency, department, commission,

bureau or instrumentality of any of the foregoing having jurisdiction over the

Property (each, a "Governmental Authority"), as the same may now exist or may be

hereafter modified, supplemented or promulgated;



            (d) all presently existing and future liens of real estate taxes or

assessments and water rates, water meter charges, water frontage charges and

sewer taxes, rents and charges, if any, provided that such items are not yet due

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