4

                                                                     Exhibit 3.7

                             BRANDYWINE REALTY TRUST

                             ARTICLES SUPPLEMENTARY

                 CLASSIFYING AND DESIGNATING 4,600,000 PREFERRED
                       SHARES AS 7.50% SERIES C CUMULATIVE
                           REDEEMABLE PREFERRED SHARES

         Brandywine Realty Trust, a Maryland real estate investment trust (the
"Trust"), hereby certifies to the State Department of Assessments and Taxation
of Maryland that:

         FIRST: Under a power contained in Article 6 of the Trust's Declaration
of Trust (as amended and restated to date, the "Declaration of Trust"), the
Board of Trustees (the "Board"), by resolutions duly adopted on December 26,
2003, classified and designated 4,600,000 7.50% Series C Cumulative Redeemable
Preferred Shares, with the preferences, conversion and other rights, voting
powers, restrictions, limitations as to distributions, qualifications and terms
and conditions of redemption of shares (which upon any restatement of the
Declaration of Trust will become a part of Article 6 thereof, with any necessary
or appropriate changes to the numbering or lettering thereof) as follows:

              7.50% SERIES C CUMULATIVE REDEEMABLE PREFERRED SHARES

         Section 1. Designation and Amount. The shares of such series shall be
designated "7.50% Series C Cumulative Redeemable Preferred Shares" (the "Series
C Preferred Shares") and the number of shares constituting such series shall be
4,600,000. The designations, powers, preferences and relative, participating,
optional or other special rights, and the qualifications, limitations or
restrictions thereof, of the Series C Preferred Shares shall be subject in all
cases to the provisions of Section 6.6 of the Declaration of Trust regarding
limitations on beneficial and constructive ownership of the Trust's shares of
beneficial interest.

         Section 2. Distributions and Distribution Rights.

                  (a) Holders of Series C Preferred Shares shall be entitled to
receive, when, as and if declared by the Board of Trustees of the Trust (the
"Board of Trustees"), out of assets of the Trust legally available for the
payment of distributions, cumulative preferential cash distributions at the rate
of 7.50% per annum of the $25.00 liquidation preference. Such distributions
shall be cumulative from and including the date of original issue by the Trust
of the Series C Preferred Shares and shall be payable quarterly in arrears on
the 15th day of January, April, July and October of each year or, if not a
business day, the next succeeding business day (each, a "Distribution Payment
Date"). The first distribution shall be paid on January 15, 2004. Such first
distribution and any distribution payable on the Series C Preferred Shares for
any other partial distribution period shall be computed on the basis of a
360-day year consisting of twelve 30-day months. Distributions will be payable
to holders of record as they appear in the shareholder records of the Trust at
the close of business on the applicable record date, which shall be the 30th day
of the calendar month preceding the month in which the applicable Distribution
Payment Date falls or on such other date designated by the Board of Trustees for
the payment of

                                       5




distributions that is not more than 30 nor less than 10 days prior to such
Distribution Payment Date (each, a "Distribution Record Date").

                  (b) No distributions on the Series C Preferred Shares shall be
declared by the Board of Trustees or paid or set apart for payment by the Trust
at such time as the terms and provisions of any agreement of the Trust,
including any agreement relating to its indebtedness, prohibits such
declaration, payment or setting apart for payment or provides that such
declaration, payment or setting apart for payment would constitute a breach
thereof or a default thereunder, or if such declaration or payment shall be
restricted or prohibited by law.

                  (c) Notwithstanding anything contained herein to the contrary,
distributions on the Series C Preferred Shares shall accrue whether or not the
Trust has earnings, whether or not there are funds legally available for the
payment of such distributions, and whether or not such distributions are
declared. Accrued but unpaid distributions on the Series C Preferred Shares
shall accumulate as of the Distribution Payment Date on which they first become
payable.

                  (d) Except as set forth in the next sentence, no distributions
shall be declared or paid or set apart for payment on any of the Trust's common
shares of beneficial interest, $.01 par value ("Common Shares"), or shares of
any other class or series of shares of beneficial interest of the Trust ranking,
as to distributions, on a parity with or junior to the Series C Preferred Shares
(other than a distribution paid in Common Shares or in shares of any other class
or series of shares of beneficial interest ranking junior to the Series C
Preferred Shares as to distributions and upon liquidation) for any period unless
full cumulative distributions on the Series C Preferred Shares for all past
distribution periods and the then current distribution period shall have been or
contemporaneously are (i) declared and paid in cash or (ii) declared and a sum
sufficient for the payment thereof in cash is set apart for such payment. When
distributions are not paid in full (or a sum sufficient for such full payment is
not so set apart) upon the Series C Preferred Shares and the shares of any other
series of preferred shares ranking on a parity as to distributions with the
Series C Preferred Shares, all distributions declared upon the Series C
Preferred Shares and any other series of preferred shares ranking on a parity as
to distributions with the Series C Preferred Shares shall be declared pro rata
so that the amount of distributions declared per share of Series C Preferred
Shares and such other series of preferred shares shall in all cases bear to each
other the same ratio that accrued distributions per share on the Series C
Preferred Shares and such other series of preferred shares (which shall not
include any accrual in respect of unpaid distributions on such other series of
preferred shares for prior distribution periods if such other series of
preferred shares does not have a cumulative distribution) bear to each other. No
interest, or sum of money in lieu of interest, shall be payable in respect of
any distribution payment or payments on the Series C Preferred Shares which may
be in arrears.

                  (e) Except as provided in Section 24, unless full cumulative
distributions on the Series C Preferred Shares shall have been or
contemporaneously are declared and paid in cash or declared and a sum sufficient
for the payment thereof in cash is set apart for payment for all past
distribution periods and the then current distribution period, no distributions
(other than in Common Shares or other shares of beneficial interest ranking
junior to the Series C Preferred Shares as to distributions and upon
liquidation) shall be declared or paid or set aside for payment or other
distribution shall be declared or made upon the Common Shares or any other
shares of beneficial interest of the Trust ranking junior to or on parity with
the Series C Preferred Shares

                                       6



as to distributions or amounts upon liquidation nor shall any Common Shares, or
any other shares of beneficial interest of the Trust ranking junior to or on a
parity with the Series C Preferred Shares as to distributions or upon
liquidation, shall be redeemed, purchased or otherwise acquired for any
consideration (or any moneys be paid to or made available for a sinking fund for
the redemption of any such shares) by the Trust (except by conversion into or
exchange for other shares of beneficial interest of the Trust ranking junior to
the Series C Preferred Shares as to distributions and upon liquidation and
except for the acquisition of shares that have been designated as "Excess
Shares" in accordance with the terms of the Declaration of Trust).

                  (f) Holders of Series C Preferred Shares shall not be entitled
to any distribution, whether payable in cash, property or shares, in excess of
full cumulative distributions on the Series C Preferred Shares as provided
above. Any distribution payment made on the Series C Preferred Shares shall
first be credited against the earliest accrued but unpaid distributions due with
respect to such shares which remains payable.

         Section 3. Liquidation Rights. Upon any voluntary or involuntary
liquidation, dissolution or winding-up of the affairs of the Trust, the holders
of Series C Preferred Shares shall be entitled to be paid out of the assets of
the Trust legally available for distribution to its shareholders a liquidation
preference of $25.00 per share, plus an amount equal to any accrued and unpaid
distributions to the date of payment (whether or not declared), before any
distribution or payment shall be made to holders of Common Shares or any other
class or series of shares of beneficial interest of the Trust ranking junior to
the Series C Preferred Shares as to liquidation rights. In the event that, upon
such voluntary or involuntary liquidation, dissolution or winding-up, the
available assets of the Trust are insufficient to pay the amount of the
liquidating distributions on all outstanding Series C Preferred Shares and the
corresponding amounts payable on all shares of other classes or series of shares
of beneficial interest of the Trust ranking on a parity with the Series C
Preferred Shares in the distribution of assets, then the holders of the Series C
Preferred Shares and all other such classes or series of shares of beneficial
interest shall share ratably in any such distribution of assets in proportion to
the full liquidating distributions to which they would otherwise be respectively
entitled. Holders of Series C Preferred Shares shall be entitled to written
notice of any such liquidation. After payment of the full amount of the
liquidating distributions to which they are entitled, the holders of Series C
Preferred Shares will have no right or claim to any of the remaining assets of
the Trust.

The consolidation or merger of the Trust with or into any other trust,
partnership, limited liability company, corporation, or other entity or of any
other trust, partnership, limited liability company, corporation or other entity
with or into the Trust, or the sale, lease or conveyance of all or substantially
all of the property or business of the Trust, shall not be deemed to constitute
a liquidation, dissolution or winding up of the Trust.

         Section 4. Redemption.

                  (a) Series C Preferred Shares shall not be redeemable prior to
December 30, 2008; provided, however, that the Trust may, prior to such date and
in accordance with the terms of the Declaration of Trust, purchase Series C
Preferred Shares designated as "Excess Shares" thereunder. On or after December
30, 2008, the Trust, at its option upon not less than 30 nor

                                       7


more than 60 days' written notice, may redeem the Series C Preferred Shares, in
whole or in part, at any time or from time to time, for cash at a redemption
price of $25.00 per share, plus any accrued and unpaid distributions thereon up
to and including the date fixed for redemption (except as provided below),
without interest. If fewer than all of the outstanding Series C Preferred Shares
are to be redeemed, the Series C Preferred Shares to be redeemed shall be
redeemed pro rata (as nearly as may be practicable without creating fractional
shares) or by lot or by any other equitable method determined by the Trust.
Holders of Series C Preferred Shares to be redeemed shall surrender such Series
C Preferred Shares at the place designated in such notice and shall be entitled
to the redemption price and any accrued and unpaid distributions payable upon
such redemption following such surrender. If notice of redemption of any Series
C Preferred Shares has been given and if the funds necessary for such redemption
have been set aside by the Trust in trust for the benefit of the holders of any
Series C Preferred Shares so called for redemption, then from and after the
redemption date distributions shall cease to accrue on such Series C Preferred
Shares, such Series C Preferred Shares shall no longer be deemed outstanding and
all rights of the holders of such shares will terminate, except the right to
receive the redemption price plus any accrued and unpaid distributions payable
upon such redemption. Nothing herein shall prevent or restrict the Company's
right or ability to purchase, from time to time either at a public or a private
sale, of all or any part of the Series C Preferred Shares at such price or
prices as the Company may determine, subject to the provisions of applicable
law.

                  (b) Unless full cumulative distributions on all Series C
Preferred Shares shall have been or contemporaneously are declared and paid in
cash or declared and a sum sufficient for the payment thereof in cash set apart
for payment for all past distribution periods and the then current distribution
period, no Series C Preferred Shares shall be redeemed unless all outstanding
Series C Preferred Shares are simultaneously redeemed and the Trust shall not
purchase or otherwise acquire directly or indirectly any Series C Preferred
Shares (except by exchange for Common Shares or other shares of beneficial
interest of the Trust ranking junior to the Series C Preferred Shares as to
distributions and amounts upon liquidation); provided, however, that the
foregoing shall not prevent the purchase by the Trust in accordance with the
terms of the Declaration of Trust of shares of the Trust designated as "Excess
Shares" thereunder or the purchase or acquisition of Series C Preferred Shares
pursuant to a purchase or exchange offer made on the same terms to holders of
all outstanding Series C Preferred Shares.

                  (c) Notice of redemption shall be mailed by the Trust, postage
prepaid, not less than 30 nor more than 60 days prior to the redemption date,
addressed to the respective holders of record of the shares of Series C
Preferred Shares to be redeemed at their respective addresses as they appear on
the share transfer records of the Trust. No failure to give such notice or any
defect thereto or in the mailing thereof shall affect the validity of the
proceedings for the redemption of any Series C Preferred Shares except as to a
holder to whom notice was defective or not given. Each notice shall state (i)
the redemption date; (ii) the redemption price; (iii) the number of Series C
Preferred Shares to be redeemed; (iv) the place or places where certificates for
Series C Preferred Shares are to be surrendered for payment of the redemption
price; and (v) that distributions on the Series C Preferred Shares to be
redeemed shall cease to accrue on such redemption date. If fewer than all of
Series C Preferred Shares held by any holder are to be redeemed, the notice
mailed to such holder shall also specify the number of Series C Preferred Shares
held by such holder to be redeemed.

                                       8




                  (d) Immediately prior to any redemption of Series C Preferred
Shares, the Trust shall pay, in cash, any accumulated and unpaid distributions
through the redemption date, unless a redemption date falls after a Distribution
Record Date and prior to the corresponding Distribution Payment Date, in which
case each holder of Series C Preferred at the close of business of such
Distribution Record Date shall be entitled to the distribution payable on such
shares on the corresponding Distribution Payment Date notwithstanding the
redemption of such shares before such Distribution Payment Date. Except as
provided above, the Trust shall make no payment or allowance for unpaid
distributions, whether or not in arrears, on Series C Preferred Shares for which
a notice of redemption has been given.

                  (e) All of the Series C Preferred Shares redeemed or
repurchased pursuant to this Section 4 shall be retired and shall be restored to
the status of authorized and unissued preferred shares, without designation as
to series and may thereafter be reissued as shares of any series of preferred
shares.

                  (f) The Series C Preferred Shares shall have no stated
maturity and shall not be subject to any sinking fund or mandatory redemption;
provided, however, that the Series C Preferred Shares owned by a shareholder in
excess of the Ownership Limit (as defined in the Declaration of Trust) shall be
subject to the provisions of Article 6 of the Declaration of Trust.

         Section 5. Voting Rights.

                  (a) Holders of the Series C Preferred Shares shall not have
any voting rights, except as provided by applicable law and as set forth in this
Section 5.

                  (b) Whenever distributions on any Series C Preferred Shares
shall be in arrears for six or more consecutive or non-consecutive quarterly
periods (a "Preferred Distribution Default"), the holders of such Series C
Preferred Shares (voting together as a single class with all other classes or
series of shares of beneficial interest of the Trust ranking on parity with the
Series C Preferred Shares as to distributions and upon voluntary and involuntary
liquidation, dissolution or winding up of the Trust upon which like voting
rights have been conferred and are exercisable ("Parity Preferred Shares"))
shall be entitled, together with the other outstanding shares of Parity
Preferred to elect two additional Trustees to the Board of Trustees (the
"Preferred Trustees") who shall each be elected for one-year terms. Such
election shall be at a special meeting called by the holders of record of at
least 10% of the outstanding Series C Preferred Shares or the holders of shares
of any other series of Parity Preferred Shares so in arrears (unless such
request is received less than 90 days before the date fixed for the next annual
or special meeting of shareholders) or, if the request for a special meeting of
the shareholders is received less by the Trust less than 90 days before the date
fixed for the next annual or special meeting of the shareholders, at the next
annual or special meeting of shareholders, and at each subsequent annual meeting
until all of the distributions on the Series C Preferred Shares for the past
distribution periods and the distribution for the then current distribution
period shall have been fully paid or authorized and a sum sufficient for the
payment thereof set aside for payment in full. For the avoidance of doubt, at no
time shall holders of Parity Preferred Shares be entitled to elect more than two
Parity Preferred Trustees to serve concurrently on the Board of Trustees of the
Trust in accordance with the voting rights set forth in this Section 5(b) (and
in any similar sections set forth in Articles Supplementary with respect to such
other Parity Preferred Shares).

                                       9



                  (c) If and when all accumulated distributions on the Series C
Preferred Shares shall have been paid in full or set aside for payment in full,
the holders of Series C Preferred Shares shall be divested of the voting rights
set forth in Section 5(b) herein (subject to revesting in the event of each and
every Preferred Distribution Default) and, if all accumulated distributions have
been paid in full or set aside for payment in full on all other series of Parity
Preferred Shares upon which like voting rights have been conferred and are
exercisable, the term of office of each Preferred Share Trustee so elected shall
terminate and the number of trustees of the Trust shall be automatically
decreased by two. So long as a Preferred Distribution Default shall continue,
any vacancy in the office of a Preferred Share Trustee may be filled by written
consent of the Preferred Share Trustee remaining in office, or if there is no
such remaining trustee, by vote of holders of a majority of the outstanding
Series C Preferred Shares and any other series of Parity Preferred Shares voting
as a single class. Any Preferred Share Trustee may be removed at any time with
or without cause by the vote of, and shall not be removed otherwise than the
vote of, the holders of record of a majority of the outstanding Series C
Preferred Shares when they have the voting rights set forth in Section 5(b)
(voting together as a single class with all other series of Parity Preferred
Shares upon which like voting rights have been conferred and are exercisable).
The Preferred Share Trustees shall each be entitled to one vote per trustee on
any matter.

                  (d) So long as any Series C Preferred Shares remain
outstanding, the Trust shall not without the affirmative vote or consent of the
holders of two-thirds of the Series C Preferred Shares and each other class or
series of Parity Preferred Shares outstanding at the time (voting together as a
single class), given in person or by proxy, either in writing or at a meeting,
will be required to: (i) authorize or create, or increase the authorized or
issued amount of, any class or series of shares of beneficial interest ranking
senior to the Series C Preferred Shares with respect to payment of distributions
or the distribution of assets upon voluntary or involuntary liquidation,
dissolution or winding-up of the Trust or reclassify any authorized shares of
beneficial interest of the Trust into such shares of beneficial interest, or
create, authorize or issue any obligation or security convertible into or
evidencing the right to purchase any such shares of beneficial interest; or (ii)
amend, alter or repeal the provisions of the Declaration of Trust or these
Articles Supplementary, whether by merger, consolidation, transfer or otherwise,
or consummate a merger or consolidation involving the Trust (any such merger or
consolidation, an "Event"), so as to materially and adversely affect any right,
preference, privilege or voting power of the Series C Preferred Shares or the
holders thereof; provided however, with respect to any of the Events set forth
in (ii) above, the occurrence of any such Event shall not be deemed to
materially adversely affect any right, preference, privilege or voting power of
the Series C Preferred Shares or the holders thereof if (a) immediately after
any such Event the Trust is the surviving entity and there are no outstanding
equity securities ranking, as to the distribution rights or liquidation
preference, senior to the Series C Preferred Shares other than the equity
securities of the Trust outstanding prior to such Event and the Series C
Preferred Shares remain outstanding and the terms thereof remain unchanged or
(b) immediately after any such Event the Trust is not the surviving entity and
as a result of the Event, the holders of the Series C Preferred Shares receive
shares of equity securities with preferences, rights and privileges
substantially similar to the preferences, rights and privileges of the Series C
Preferred Shares and there are no outstanding shares of equity securities of the
surviving entity ranking, as to distribution rights or liquidation preference,
senior to the Series C Preferred Shares other than the equity securities issued
in respect of the equity securities of the Trust outstanding prior to such
Event. Except as may be required by law, holders of Series C

                                       10


Preferred Shares shall not be entitled to vote with respect to (A) any increase
or decrease in the total number of authorized common shares or preferred shares,
(B) any increase, decrease or issuance of any series of shares of beneficial
interest including the Series C Preferred Shares, (C) the creation or issuance
of any other series of shares of beneficial interest, in each case referred to
in clauses (A), (B) or (C) above, ranking on a parity with or junior to the
Series C Preferred Shares with respect to the payment of distributions and the
distribution of assets upon liquidation, dissolution or winding up. Except as
provided above and required by law, the holders of Series C Preferred Shares are
not entitled to vote on any merger or consolidation involving the Trust, on any
share exchange or on a sale of all or of substantially all of the assets of the
Trust.

                  (e) The foregoing voting provisions of this Section 5 shall
not apply if, at or prior to the time when the act with respect to which such
vote would otherwise be required shall be effected, all outstanding Series C
Preferred Shares shall have been redeemed or called for redemption upon proper
notice and sufficient funds, in cash, shall have been deposited in trust to
effect such redemption.

                  (f) In any matter in which the Series C Preferred Shares may
vote (as expressly provided herein or as may be required by law), each of the
Series C Preferred Shares shall be entitled to one vote per each $25.00 in
liquidation preference.

         Section 6. Conversion. The Series C Preferred Shares shall not be
convertible into or exchangeable for any other property or securities of the
Trust.

         Section 7. Ranking. The Series C Preferred Shares shall, with respect
to distribution rights and rights upon liquidation, dissolution or winding-up of
the Trust, rank (a) senior to the Common Shares and to all equity securities
ranking junior to such Series C Preferred Shares; (b) on a parity with the 7.25%
Series A Cumulative Convertible Preferred Shares and with other series of
preferred shares ranking on a parity as to distributions with the Series C
Preferred Shares; and (c) junior to all equity securities issued by the Trust
(in accordance with these Articles Supplementary) the terms of which
specifically provide that such equity securities rank senior to the Series C
Preferred Shares. For purposes of this Section 7, the term "equity securities"
does not include convertible debt securities.

         Section 8. Exclusion of Other Rights. The Series C Preferred Shares
shall not have any preferences or other rights, voting powers, restrictions,
limitations as to distributions or other distributions, qualifications or terms
or conditions of redemption other than expressly set forth in the Declaration of
Trust and this Articles Supplementary.

         Section 9. Headings of Subdivisions. The headings of the various
subdivisions hereof are for convenience of reference only and shall not affect
the interpretation of any of the provisions hereof.

         Section 10. Severability of Provisions. If any preferences or other
rights, voting powers, restrictions, limitations as to distributions or other
distributions, qualifications or terms or conditions of redemption of the Series
C Preferred Shares set forth in the Declaration of Trust and this Articles
Supplementary is invalid, unlawful or incapable of being enforced by reason of

                                       11



any rule of law or public policy, all other preferences or other rights, voting
powers, restrictions, limitations as to distributions, qualifications or terms
or conditions of redemption of Series C Preferred Shares set forth in the
Declaration of Trust which can be given effect without the invalid, unlawful or
unenforceable provision thereof shall, nevertheless, remain in full force and
effect and no preferences or other rights, voting powers, restrictions,
limitations as to distributions or other distributions, qualifications or terms
or conditions of redemption of the Series C Preferred Shares herein set forth
shall be deemed dependent upon any other provision thereof unless so expressed
therein.

         Section 11. No Preemptive Rights. No holder of Series C Preferred
Shares shall be entitled to any preemptive rights to subscribe for or acquire
any unissued shares of beneficial interest of the Trust (whether now or
hereafter authorized) or securities of the Trust convertible into or carrying a
right to subscribe to or acquire shares of beneficial interest of the Trust.

                  SECOND: The undersigned President and Chief Executive Officer
of the Trust acknowledges these Articles Supplementary to be the act of the
Trust and, as to all matters or facts required to be verified under oath, the
undersigned President acknowledges that to the best of his knowledge,
information and belief, these matters and facts are true in all material
respects and that this statement is made under the penalties for perjury.

                                       12


         IN WITNESS WHEREOF, Brandywine Realty Trust has caused these Articles
Supplementary to be executed under seal in its name and on its behalf by its
President and Chief Executive Officer and attested to by its Secretary on this
29th day of December, 2003.



ATTEST:                                  BRANDYWINE REALTY TRUST



By: /s/ Brad A. Molotsky                 By: /s/ Gerard H. Sweeney
    ------------------------------       -------------------------------------
    Brad A. Molotsky, Secretary          Gerard H. Sweeney
                                         President and Chief Executive Officer

                                                                     Exhibit 4.1

          TEMPORARY CERTIFICATE--EXCHANGEABLE FOR ENGRAVED CERTIFICATE
                            WHEN READY FOR DELIVERY

7.50% Series C Cumulative                              7.50% Series C Cumulative
Redeemable Preferred Shares                            Redeemable Preferred
of Beneficial Interest Par                             Shares of Beneficial
Value $0.01 Each                                       Interest Par Value $0.01
                                                       Each


                             BRANDYWINE REALTY TRUST
           A Real Estate Investment Trust Formed Under The Laws of the
                                State of Maryland
             This Certificate is Transferable in New York, New York


This certifies that

is the owner of

       FULLY PAID AND NON-ASSESSABLE 7.50% SERIES C CUMULATIVE REDEEMABLE
     PREFERRED SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.01 PER SHARE, OF



                             BRANDYWINE REALTY TRUST

a Maryland real estate investment trust (the "Trust"), transferable on the books
of the Trust (except as noted on the reverse of this Certificate) by the holder
hereof in person or by its duly authorized attorney on surrender of this
Certificate properly endorsed. This Certificate and the shares represented
hereby are issued and shall be held subject to all of the provisions of the
Declaration of Trust and Bylaws of the Trust and any amendments thereto.

Witness the facsimile seal of the Trust and the signatures of its duly
authorized officers.


Dated:                                           President:

___________________________                      ___________________________

                                                 Secretary:

                                                 ___________________________


 _______________________________________________________________________________

                             BRANDYWINE REALTY TRUST
                                      SEAL
                                      1986
                                    MARYLAND

                                       14



                             BRANDYWINE REALTY TRUST


          The Trust will furnish without charge to each shareholder, on request
and without charge, a full statement of the information required by section
8-203(d) of the Corporations and Associations Article of the Annotated Code of
Maryland with respect to the designations and any preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends and other
distributions, qualifications and terms and conditions of redemption of the
shares of each class of beneficial interest which the Trust has the authority to
issue and, if the Trust is authorized to issue any preferred or special class in
series, (i) the differences in the relative rights and preferences between the
shares of each series to the extent set, and (ii) the authority of the Board of
Trustees to set such rights and preferences of subsequent series. The foregoing
summary does not purport to be complete and is subject to and qualified in its
entirety by reference to the Declaration of Trust of the Trust, and any
amendments thereto, a copy of which will be sent without charge to each
shareholder who so requests. Such request may be made to the Secretary of the
Trust or to the transfer agent.

         The shares of beneficial interest represented by this certificate are
subject to restrictions on ownership and transfer for the purpose of the Trust's
maintenance of its status as a real estate investment trust under the Internal
Revenue Code of 1986, as amended. If the restrictions on ownership and transfer
are violated, the shares of beneficial interest represented hereby automatically
will become excess shares (as defined in the Declaration of Trust of the Trust)
which may be purchased by the Trust at its sole discretion. The foregoing
summary does not purpose to be complete and is subject to and qualified in its
entirety by reference to the Declaration of Trust of the Trust, and any
amendments thereto, a copy of which, including the restrictions on transfer,
will be sent without charge to each shareholder who so requests. Such request
may be made to the Secretary of the Trust or to the transfer agent.

         KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR
DESTROYED, THE TRUST WILL REQUIRE A BOND OR INDEMNITY AS A CONDITION TO THE
ISSUANCE OF A REPLACEMENT CERTIFICATE.

         The following abbreviations, when used in the inscription on the face
of this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:



                                                   
TEN COM - as tenants in common                        UNIF GIFT MIN ACT - ____ Custodian _____
TEN ENT - as tenants by the entireties                                   (Cust)         (Minor)
JT TEN  - as joint tenants with right of
          survivorship and not as                                       under Uniform Gifts Minors
          tenants in common                                             Act of_____________
                                                                                 (State)


         Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED,_____________ HEREBY SELL, ASSIGN AND TRANSFER UNTO

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

___________________________________

___________________________________        ____________________________________



                                       15


________________________________________________________________________________
   (Please Print or Typewrite Name and Address Including Zip Code, of Assignee


__________________________________________________________________(           )



SHARES OF BENEFICIAL INTEREST OF THE TRUST REPRESENTED BY THE WITHIN
CERTIFICATE, AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT


____________________________________________________________________ATTORNEY TO
TRANSFER THE SAID SHARES OF BENEFICIAL INTEREST ON THE BOOKS OF THE TRUST,
WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.


Dated:                         NOTICE:  The Signature To This Assignment Must
                               Correspond With The Name As Written Upon The Face
___________________________    Of The Certificate In Every Particular, Without
                               Alteration Or Enlargement Or Any Change Whatever.


Signature
Guaranteed By:_____________    Signature(s)____________________________________


                                       16