AMENDMENT TO AGREEMENT OF ASSIGNMENT OF REAL ESTATE SALE AGREEMENT (the
"Assignment  Agreement")  entered  into  this  2nd  day of  May,  1996,  between
BRYEMERE,  L.P., a Pennsylvania limited partnership  ("L.P."),  having an office
c/o 443 South  Gulph  Road,  King of Prussia,  Pennsylvania  19406 and  CAL-TREE
REALTY ASSOCIATES L.P.  ("Assignee"),  a Pennsylvania limited partnership having
an office c/o Cali Realty Corporation,  11 Commerce Drive,  Cranford, New Jersey
07016.

                              W I T N E S S E T H:

         WHEREAS,  J. Brian  O'Neill  ("O'Neill")  and  Assignee  entered into a
certain  Agreement of Assignment of Real Estate  Agreement  dated April 26, 1996
(the  "Original  Agreement")  with  respect  to certain  premises  known as 1400
Providence  Road,  Media,  Delaware County,  Pennsylvania and more  particularly
described in Exhibit "A" annexed hereto ("Premises"); and

         WHEREAS, O'Neill is by agreement of even date herewith assigning all of
his right, title and interest in and to the Original Agreement to L.P.; and

         WHEREAS,  L.P. and Assignee have agreed to certain modifications to the
Original Agreement as provided below.

         NOW,  THEREFORE,  in  consideration  of the  Premises  and  the  mutual
covenants expressed herein, the parties hereto hereby agree as follows:

         1.  The  Assignment   Price  is  Five  Million  Six  Hundred   Thousand
($5,600,000) Dollars.

         2. The Credit is Zero ($0.00) Dollars

         3. The full  Assignment  Price is being wire  transferred  this date by
Assignee to Escrow Agent, and will be further disbursed by Escrow Agent pursuant
to joint disbursement instructions being provided to Escrow Agent.

         4. BPG has consented to the  transaction  contemplated  by the Original
Agreement so long as said  transaction  is  consummated  and funded prior to the
close of business on May 2, 1996.

         5. All terms  used and not  defined  herein  shall be as defined in the
Original Agreement.

         6.  Except  as  modified  hereby,  the  Original  Agreement  is  hereby
confirmed and ratified in all respects.
         IN WITNESS WHEREOF,  the parties have executed this agreement as of the
day and year first above written.


                           BRYEMERE, L.P.

                           By:   Bryemere Estate Planning and Construction, Inc.


                                  By: ___/s/______________________________
                                        Name: Kevin W. Walsh
                                        Title: Assistant Secretary



                           CAL-TREE REALTY ASSOCIATES L.P.

                           By:   Cali Sub VIII, Inc.


                           By:   /s/
                               Name: Roger Thomas
                               Title: Vice President - General Counsel


ACKNOWLEDGED FOR JOINDER PURPOSES:

BERWIND PROPERTY GROUP, INC.


By:   /s/
     Name: Stephen M. Spaeder
     Title: Vice President



ESCROW AGENT:

FIRST AMERICAN TITLE INSURANCE COMPANY


By:
     Name:
     Title: