ASSIGNMENT OF LIMITED PARTNERSHIP INTERESTS

         THIS ASSIGNMENT is made effective as of the 2nd day of September, 2003,
by the COMMONWEALTH OF PENNSYLVANIA STATE EMPLOYEES' RETIREMENT SYSTEM
("Assignor"), to PREIT ASSOCIATES, L.P., a Delaware limited partnership
("Assignee").

         THE BACKGROUND OF THIS ASSIGNMENT IS FOLLOWS:

         A. Assignor is the owner and holder of a forty nine and ninety nine one
hundredths percent (49.99%) percentage interest as a limited partner (the
"Assigned Interest") of WG Holdings, L.P., a Pennsylvania limited partnership
(the "Partnership"); and

         B. Assignor has agreed to make this Assignment to Assignee and Assignee
is willing to accept this Assignment.

         NOW THEREFORE, in consideration of the sum of Forty Five Million Five
Hundred Thousand Dollars ($45,500,000.00), the receipt and legal sufficiency of
which are hereby acknowledged, and intending to be legally bound, Assignor
hereby agrees as follows:

         1. Assignor does hereby transfer and assign to Assignee all of
Assignor's right, title, and interest in and to the following (hereinafter
collectively the "Partnership Interests") (a) all of Assignor's right, title and
interest in and to the Assigned Interest; (b) all moneys, fees, payments,
compensation and proceeds now or hereafter becoming due and payable in respect
of the Assigned Interest, whether payable as profits, distributions, asset
distributions, repayment of loans or capital or otherwise; (c) all of its share,


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right, title or interest in and to the Partnership and in to the assets of the
Partnership and the business thereof, including without limitation, all tangible
and intangible property and assets of any nature whatsoever owned by the
Partnership or in which the Partnership has an interest, and the Partnership's
goodwill, capital, profits and assets; (d) all contract rights, accounts,
instruments, documents, chattel papers, general intangibles, claims, powers,
privileges, benefits and remedies of the Assignor arising under or from any
provision of the partnership agreement of the Partnership or arising out of
Assignor's membership in the Partnership; and (e) all cash or non-cash proceeds
of any of the foregoing.

         2. The Assignment set forth herein is made without recourse and without
representation or warranty, except that Assignor hereby represents and warrants
to Assignee, which representations and warranties shall survive the delivery of
this Assignment, that as of the date that this Assignment is delivered to
Assignee:

         (a) Assignor is a limited partner of the Partnership;

         (b) Assignor is the sole owner and holder of the Partnership Interests
hereby assigned;

         (c) Assignor has not granted a security interest in, pledged,
mortgaged, sold or assigned the Partnership Interests hereby assigned nor has
Assignor permitted the Partnership Interests to be subjected to any security
interest, pledge, mortgage, lien, judgment or other encumbrance; and

         (d) To the best of its knowledge, neither Assignor nor LMRES Real
Estate Advisors, Inc. has caused the Partnership to incur any liabilities or
obligations except those known or disclosed to Assignee or its affiliates.


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         3. Assignor hereby withdraws from the Partnership as a limited partner
thereof, authorizes the general partner of the Partnership to take such actions
and execute and file such documents reasonably necessary to reflect the
assignment set forth herein and such withdrawal of Assignor from the
Partnership, and agrees to take all actions and execute all documents reasonably
necessary to reflect such assignment and withdrawal.

         4. This Assignment shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and assigns. This
Assignment may not be amended, modified or terminated orally and may be only so
amended, modified or terminated by an instrument in writing duly executed by the
parties hereto.

         5. This Assignment shall be governed and construed in accordance with
the laws of the Commonwealth of Pennsylvania (without regard to its conflict of
laws principles).

         IN WITNESS WHEREOF, Assignor has duly executed this Assignment.


                                            ASSIGNOR

                                            COMMONWEALTH OF PENNSYLVANIA
                                            STATE EMPLOYEES' RETIREMENT SYSTEM



                                            By:   /s/ John Brosius
                                                  -----------------------------
                                            Print Name:   John Brosius
                                                          ---------------------
                                            Title:    Executive Director
                                                      -------------------------







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