FOURTH AMENDMENT TO RESTRICTED SHARE AWARD

     This Fourth Amendment to Restricted Share Award is dated April __, 2000 by
and between Brandywine Realty Trust, a Maryland real estate investment trust
(the "Company") and Gerard H. Sweeney ("Grantee").

     WHEREAS, the Company and Grantee desire to amend the Restricted Share Award
dated January 2, 1998, as previously amended (the "Award"), between the Company
and the Grantee as provided herein.

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

     1. Paragraph 4(b) of the Award is amended and restated in its entirety to
read as follows:

          Subject to Paragraph 4(a), a Vesting Date for Restricted Shares
     subject to the Award shall occur in accordance with the following schedule:

                   (i)   As to twelve and one-half percent (12.5%) of the
                         Restricted Shares, December 31, 1999;

                  (ii)   As to an additional twelve and one-half percent (12.5%)
                         of the Restricted Shares, January 2, 2000;

                 (iii)   As to an additional twelve and one-half percent (12.5%)
                         of the Restricted Shares, January 2, 2001;

                  (iv)   As to an additional twelve and one-half percent (12.5%)
                         of the Restricted Shares, January 2, 2002;

                   (v)   As to an additional twelve and one-half percent (12.5%)
                         of the Restricted Shares, January 2, 2003;

                  (vi)   As to an additional twelve and one-half percent (12.5%)
                         of the Restricted Shares, January 2, 2004;

                 (vii)   As to an additional twelve and one-half percent (12.5%)
                         of the Restricted Shares, January 2, 2005;

                (viii)   As to an additional twelve and one-half percent (12.5%)
                         of the Restricted Shares, January 2, 2006.




     2. This Fourth Amendment does not amend the Award in any respect except as
set forth above, and the Award, as amended hereby, shall continue in full force
and effect after the date hereof in accordance with its terms.

     IN WITNESS WHEREOF, the parties have executed this Fourth Amendment the day
and year first above written.


                                       BRANDYWINE REALTY TRUST



                                       By:
                                          --------------------------------------
                                          Title: Chairman of the Board



                                          --------------------------------------
                                                    Gerard H. Sweeney

Accepted and Agreed:

CRAIG LANE LIMITED PARTNERSHIP

By:
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   Name:
        ---------------------------------
  Title:
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