EXHIBIT 10.9

                       EXCEPTIONS TO NON-RECOURSE GUARANTY


         This EXCEPTIONS TO NON-RECOURSE  GUARANTY (this  "Guaranty") is entered
into as of December  15,  2000,  by HUB REALTY  COLLEGE  PARK I, LLC, a Maryland
limited  liability company (the  "Guarantor"),  for the benefit of MERRILL LYNCH
MORTGAGE LENDING, INC., a Delaware corporation (together with its successors and
assigns, the "Lender").


                                    RECITALS

         A. Cedars LA LLC,  Herald  Square LLC and Indiana  Avenue LLC,  each, a
Delaware limited liability  company,  and Bridgepoint  Property Trust,  Lakewood
Property  Trust and 1600 Market  Street  Property  Trust,  each, a Maryland real
estate investment trust (each, a "Borrower" and  collectively,  the "Borrowers")
have  requested and Lender has agreed to make a loan in the principal  amount of
$260,000,000 (the "Loan"),  pursuant to a Loan and Security Agreement,  dated of
even date  herewith (as amended,  modified or restated,  the "Loan  Agreement"),
among the  Borrowers  and Lender  which Loan will be  evidenced  by a Promissory
Note,  dated of even date herewith (as amended,  modified,  renewed or restated,
and  any  replacement  notes  therefor,  collectively,  the  "Note"),  from  the
Borrowers to Lender and secured by, among other things, certain  Mortgages/Deeds
of Trust,  Assignments  of Leases and Rents,  Security  Agreements  and  Fixture
Filings, dated of even date herewith (as amended, modified,  restated, spread or
consolidated,   collectively,   the  "Instruments"),   covering  the  respective
properties more particularly described in the Instruments (the "Properties"). As
used herein, the term "Loan Documents" shall mean the Note, the Instruments, and
any other documents or instruments given by the Borrowers or others and accepted
by Lender for the purposes of evidencing,  securing,  or guaranteeing  the Loan,
each as amended or modified  from time to time.  Capitalized  terms used but not
otherwise defined herein shall have the respective meanings given thereto in the
Loan Agreement.

         B. Guarantor will derive substantial  benefits from Lender's making the
Loan to Borrowers.

         C. As a condition to making the Loan to the Borrowers,  Lender requires
that Guarantor execute this Guaranty.

          NOW,  THEREFORE,  in order to  induce  Lender  to make the Loan to the
Borrowers, and in consideration thereof, Guarantor agrees as follows:

         1. As used herein, the term  "Indebtedness"  shall mean all obligations
evidenced by the Note or secured by the Instruments.

         2.  Guarantor  hereby  absolutely,   unconditionally   and  irrevocably
guarantees to Lender the full and prompt  payment when due,  whether at maturity
or earlier, by reason of
<PAGE>

acceleration or otherwise, and at all times thereafter,  and the full and prompt
performance  when due, of all of the following  (collectively,  the  "Guaranteed
Obligations"):

         (a)      All amounts for which the  Borrowers  are liable under Article
                  XII of the Loan Agreement; and

         (b)      All costs and expenses,  including  reasonable fees and out of
                  pocket expenses of attorneys and expert witnesses, incurred by
                  Lender in enforcing its rights under this Guaranty.

For purposes of  determining  Guarantor's  liability  under this  Guaranty,  all
payments made by the Borrowers with respect to the  Indebtedness and all amounts
received  by Lender from the  enforcement  of its rights  under the  Instruments
shall be applied first to the portion of the  Indebtedness for which neither the
Borrowers nor Guarantor have personal liability.

Guarantor  hereby  promises  to pay and  perform,  as and when due  (whether  by
acceleration,  at maturity, or otherwise) and at all times thereafter,  each and
all of the items and obligations which are stated to be guaranteed hereunder but
which  are  obligations  for  which  Guarantor  is  primarily  liable or are not
obligations of others.  Guarantor  hereby agrees that any such sums shall accrue
interest  at the  Default  Rate  until paid if not paid as and when due and that
such sums,  together with any accrued interest  thereon,  shall become a part of
Guarantor's obligations hereunder.

         3. The  obligations of Guarantor  under this Guaranty shall survive any
foreclosure  proceeding,  any foreclosure sale, any delivery of any deed in lieu
of foreclosure, and any release of record of any Instrument.

         4.   Guarantor's   obligations   under  this  Guaranty   constitute  an
unconditional guaranty of payment and not merely a guaranty of collection.

         5. The  obligations of Guarantor under this Guaranty shall be performed
without  demand  by  Lender  and  shall  be  unconditional  irrespective  of the
genuineness,   validity,  regularity  or  enforceability  of  any  of  the  Loan
Documents,  and without regard to any other  circumstance  which might otherwise
constitute a legal or equitable discharge of a surety or a guarantor.  Guarantor
shall be liable even if the  Borrowers had no liability at the time of execution
of the Loan Documents, or thereafter cease to be liable. Guarantor hereby waives
the benefit of all  principles  or  provisions  of law,  statutory or otherwise,
which are or might be in  conflict  with the terms of this  Guaranty  and agrees
that Guarantor's obligations shall not be affected by any circumstances, whether
or not referred to in this Guaranty, which might otherwise constitute a legal or
equitable  discharge of a surety or a  guarantor.  Guarantor  hereby  waives the
benefits  of any right of  discharge  under any and all  statutes  or other laws
relating  to  guarantors  or  sureties  and any  other  rights of  sureties  and
guarantors  thereunder.  Without  limiting  the  generality  of  the  foregoing,
Guarantor hereby waives,  to the fullest extent  permitted by law,  diligence in
collecting  the  Indebtedness,  presentment,  demand for payment,  protest,  all
notices  with respect to the Note,  this  Guaranty,  or any other Loan  Document
which may be required by statute,  rule of law or otherwise to preserve Lender's
rights against  Guarantor  under this Guaranty,  including,  but not limited to,
notice of acceptance,  notice of any amendment of the Loan Documents,  notice of
the  occurrence  of any  default,  notice  of intent  to  accelerate,  notice of
acceleration,  notice of

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<PAGE>

dishonor, notice of foreclosure,  notice of protest, and notice of the incurring
by any Borrower of any obligation or indebtedness. Guarantor also waives, to the
fullest extent  permitted by law,  following an Event of Default,  all rights to
require  Lender to (a) proceed  against any or all of the Borrowers or any other
guarantor  of  the  Borrowers'  payment  or  performance  with  respect  to  the
Indebtedness (an "Other Guarantor"),  (b) if any Borrower or any Other Guarantor
is a  partnership,  proceed  against any general  partner of any Borrower or the
Other Guarantor, (c) proceed against or exhaust any collateral held by Lender to
secure the repayment of the Indebtedness,  or (d) pursue any other remedy it may
now  or  hereafter  have  against  the  Borrowers,  or  if  any  Borrower  is  a
partnership, any general partner of such Borrower.

         6. Guarantor  understands that the exercise by Lender of certain rights
and remedies  contained in the  Instruments  (such as a nonjudicial  foreclosure
sale) may affect or  eliminate  Guarantor's  right of  subrogation  against  the
Borrowers  and  that  Guarantor  may  therefore  incur a  partially  or  totally
nonreimbursable  liability under this Guaranty.  Nevertheless,  Guarantor hereby
authorizes and empowers Lender to exercise, in its sole and absolute discretion,
any right or remedy,  or any combination  thereof,  which may then be available,
since it is the intent and purpose of Guarantor that its obligations  under this
Guaranty  shall be absolute,  independent  and  unconditional  under any and all
circumstances.  Guarantor  expressly  waives  any  defense  (which  defense,  if
Guarantor  had not given  this  waiver,  Guarantor  might  otherwise  have) to a
judgment against  Guarantor by reason of a judicial or nonjudicial  foreclosure.
Without  limiting the generality of the foregoing,  Guarantor  hereby  expressly
waives any and all benefits under any applicable law which, if Guarantor had not
given this waiver,  (i) would  otherwise  limit  Guarantor's  liability  after a
foreclosure  sale to the difference  between the  obligations of Guarantor under
this  Guaranty and the fair market  value of the  property or interests  sold at
such nonjudicial  foreclosure sale, (ii) would otherwise limit Lender's right to
recover  a  deficiency  judgment  after a  foreclosure  sale,  and  (iii)  would
otherwise  require  Lender to  exhaust  all of its  security  before a  personal
judgment could be obtained for a deficiency.  Notwithstanding any foreclosure of
the  lien of any  Instrument,  whether  by the  exercise  of the  power  of sale
contained  in any  Instrument,  by an  action  for  judicial  foreclosure  or by
Lender's  acceptance of a deed in lieu of  foreclosure,  Guarantor  shall remain
bound  under this  Guaranty.  Guarantor  waives all  rights  and  defenses  that
Guarantor may have because Borrower's  obligations are secured by real property.
This means, among other things:

                  (i)  Lender  may  collect   from   Guarantor   without   first
foreclosing on any real or personal property collateral pledged by the Borrowers
or others; and

                  (ii) If  Lender  forecloses  on any real  property  collateral
pledged by the  Borrowers  or others:  (a) the amount of the debt may be reduced
only by the price for which that  collateral  is sold at the  foreclosure  sale,
even if the  collateral  is worth more than the sale  price;  and (b) Lender may
collect from  Guarantor  even if Lender,  by  foreclosing  on the real  property
collateral,  has  destroyed  any right  Guarantor  may have to collect  from the
Borrowers.

This is an unconditional and irrevocable  waiver of any rights and defenses that
Guarantor  may have  because  the  Borrowers'  obligations  are  secured by real
property.

         7. Guarantor also waives any right or defense based upon an election of
remedies by Lender,  even though such election  (e.g.,  nonjudicial  foreclosure
with  respect  to any  collateral

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<PAGE>

held by Lender to secure  repayment of the  Indebtedness)  destroys or otherwise
impairs the  subrogation  rights of Guarantor  or the right of Guarantor  (after
payment of the  obligations  guaranteed  by  Guarantor  under this  Guaranty) to
proceed against the Borrowers for reimbursement, or both.

         8. Guarantor  shall have no right to assert or exercise,  or attempt to
assert or exercise,  and hereby  waives any right to assert or attempt to assert
any claim for,  subrogation,  reimbursement,  indemnification,  and contribution
against  any  Borrower  and  against  any  general  partner,   member  or  other
constituent  of any Borrower,  and against any other person or any collateral or
security for the Indebtedness, until the Indebtedness has been indefeasibly paid
and  satisfied  in full,  and there has  expired  the  maximum  possible  period
thereafter  during which any payment  made by the  Borrowers or others to Lender
with respect to the  Indebtedness  could be deemed a preference under the United
States Bankruptcy Code.

         9. At any time or from time to time,  without  notice to Guarantor  and
without affecting the liability of Guarantor for the Guaranteed Obligations, (a)
the time for payment of the principal of or interest on the  Indebtedness may be
extended or the  Indebtedness  may be renewed in whole or in part;  (b) the time
for the Borrowers'  performance of or compliance  with any covenant or agreement
contained in the Note,  the Loan  Agreement,  the  Instruments or any other Loan
Document,  whether  presently  existing  or  hereinafter  entered  into,  may be
extended or such  performance or compliance  may be waived;  (c) the maturity of
the Indebtedness may be accelerated as provided in the Note, the Loan Agreement,
the Instruments,  or any other Loan Document;  (d) the Note, the Loan Agreement,
the Instruments, or any other Loan Document may be modified or amended by Lender
and the Borrowers in any respect,  including, but not limited to, an increase in
the principal amount; and (e) any security for the Indebtedness may be modified,
exchanged,  surrendered  or otherwise  dealt with or additional  security may be
pledged or mortgaged for the Indebtedness.

         10. Any  indebtedness  of the Borrowers held by Guarantor now or in the
future  is  and  shall  be  subordinated  to  the   Indebtedness  and  any  such
indebtedness  of the  Borrowers  shall be  collected,  enforced  and received by
Guarantor,  as trustee for  Lender,  but without  reducing or  affecting  in any
manner the liability of Guarantor under the other provisions of this Guaranty.

         11. If any payment by the  Borrowers is held to constitute a preference
under any  applicable  bankruptcy,  insolvency,  or similar  laws, or if for any
other reason Lender is required to refund any sums to the Borrowers, such refund
shall  not  constitute  a release  of any  liability  of  Guarantor  under  this
Guaranty.  It  is  the  intention  of  Lender  and  Guarantor  that  Guarantor's
obligations  under this Guaranty  shall not be discharged  except by Guarantor's
performance of such obligations and then only to the extent of such performance.

         12.  Lender may assign its rights  under this  Guaranty  in whole or in
part and upon any such assignment, all the terms and provisions of this Guaranty
shall inure to the benefit of such assignee to the extent so assigned. The terms
used to  designate  any of the  parties  herein  shall be deemed to include  the
heirs, legal  representatives,  successors and assigns of such parties;  and the
term "Lender" shall include,  in addition to Lender, any lawful owner, holder or
pledgee of the Note.

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<PAGE>

         13. This  Guaranty  and the other Loan  Documents  represent  the final
agreement  between the parties and may not be contradicted by evidence of prior,
contemporaneous  or  subsequent  oral  agreements.  There are no unwritten  oral
agreements  between  the  parties.  All  prior  or  contemporaneous  agreements,
understandings,  representations,  and statements,  oral or written,  are merged
into this Guaranty and the other Loan Documents.  Guarantor acknowledges that it
has  received  copies of the Note and all other  Loan  Documents.  Neither  this
Guaranty nor any of its provisions may be waived, modified, amended, discharged,
or  terminated  except by an  agreement in writing  signed by the party  against
which the  enforcement of the waiver,  modification,  amendment,  discharge,  or
termination is sought, and then only to the extent set forth in that agreement.

         14. THIS  GUARANTY  SHALL BE GOVERNED  BY, AND SHALL BE  CONSTRUED  AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES.

         15. This Guaranty has been duly  authorized,  executed and delivered by
Guarantor  and  constitutes  the  valid and  binding  obligation  of  Guarantor,
enforceable  against  Guarantor  in  accordance  with its  terms.  No  approval,
consent,   order  or  authorization   of  any  governmental   authority  and  no
designation, registration, declaration or filing with any governmental authority
is required in  connection  with the  execution and delivery of this Guaranty by
Guarantor.  Guarantor  has no  defense  or  offset  to the  enforcement  of this
Guaranty.  The  execution  and  delivery  of this  Guaranty  will not violate or
contravene  in any way the articles of  incorporation  or bylaws or  partnership
agreement,  articles of organization or operating agreement, as the case may be,
of Guarantor or any indenture,  agreement or instrument to which  Guarantor is a
party or by which it or its  property  may be  bound,  or be in  conflict  with,
result  in a breach  of or  constitute  a  default  under  any  such  indenture,
agreement or other instrument, result in the creation or imposition of any lien,
charge or  encumbrance  of any nature  whatsoever  upon any of the  property  or
assets  of  Guarantor,  except as  contemplated  by the  provisions  of the Loan
Documents, and no action or approval with respect thereto by any third person is
required.

         16.  GUARANTOR  AND LENDER  EACH (A) AGREE NOT TO ELECT A TRIAL BY JURY
WITH  RESPECT TO ANY ISSUE  ARISING  OUT OF THIS  GUARANTY  OR THE  RELATIONSHIP
BETWEEN THE PARTIES AS  GUARANTOR  AND LENDER THAT IS TRIABLE OF RIGHT BY A JURY
AND (B)  WAIVES  ANY RIGHT TO TRIAL BY JURY WITH  RESPECT  TO SUCH  ISSUE TO THE
EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE.  THIS WAIVER OF RIGHT TO
TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY,  KNOWINGLY AND VOLUNTARILY WITH
THE BENEFIT OF COMPETENT LEGAL COUNSEL.

         17.  Guarantor hereby agrees that, (a) at all times while this Guaranty
is in effect (measured on a quarterly basis), it shall be required to maintain a
net worth (calculated in accordance with GAAP) of not less than $25,000,000 (the
"Minimum  Net Worth  Amount")  exclusive  of the capital  evidenced  by the HRPT
Demand Note  (hereinafter  defined) and (b) in  addition,  until the third (3rd)
anniversary  of the  date  hereof  (the  "Note  Expiration  Date"),  it shall be
required to maintain  additional capital in the amount of $10,000,000  evidenced
by a demand

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<PAGE>

note of even  principal  amount (the "HRPT  Demand  Note") from HRPT  Properties
Trust, a Maryland real estate investment trust (together with its successors and
assigns, "HRPT"), to Guarantor. In the event that Guarantor's net worth shall be
less than the Minimum Net Worth Amount as of the end of any calendar  quarter or
the HRPT Demand Note shall be released or  terminated  (except  upon  payment in
full  thereof in cash by HRPT)  prior to the Note  Expiration  Date,  same shall
constitute an Event of Default hereunder and under the Loan Agreement unless (in
the case of a breach of the net worth  covenant  only)  within  thirty (30) days
after  the  earlier  of (a)  the  date  of  delivery  of  Guarantor's  financial
statements  for  such  quarter  pursuant  to  Section  5.1(A)(iii)  of the  Loan
Agreement and (b) the date that Guarantor has knowledge that its net worth as of
the end of such quarter was less than the Minimum Net Worth Amount:

                  (i)   Guarantor   shall   effect  a   Guarantor   Substitution
(hereinafter  defined)  pursuant to which a Replacement  Guarantor  (hereinafter
defined)  shall assume all of  Guarantor's  obligations  under this  Guaranty in
accordance with the terms and conditions of Section 18; or

                  (ii) Guarantor shall deliver to Lender cash or an irrevocable,
unconditional  clean sight draft letter of credit issued by a bank, and in form,
reasonably acceptable to Lender (and which shall either be an "evergreen" letter
of credit or have a term  expiring not less than thirty (30) Business Days after
the Maturity  Date) (a "Letter of Credit") in an amount equal to the  difference
(the "Net Worth  Deficiency")  between (A) the Minimum Net Worth  Amount and (B)
Guarantor's  net  worth  as  indicated  in the  applicable  quarterly  financial
statements.  Lender,  in its sole discretion,  may require Guarantor to increase
such  cash  deposit  or  Letter  of  Credit  to the  extent  that the Net  Worth
Deficiency continues to decline in subsequent  quarters.  Such cash or Letter of
Credit will only be released to Guarantor when Guarantor's net worth exceeds the
Minimum Net Worth Amount for four (4) consecutive calendar quarters and provided
no Event of Default has occurred and is continuing. If not sooner returned, such
cash or Letter of Credit shall be returned to Guarantor  upon payment in full of
the Loan and all other  obligations  by the Borrowers on the Maturity  Date. Any
cash or Letter of Credit  provided  under this  Section 17 shall be security for
Guarantor's obligations hereunder.

         18. Guarantor,  upon at least thirty (30) days notice to Lender,  shall
have the one-time right, to transfer all of its obligations  under this Guaranty
and under that certain  Environmental  Indemnity  Agreement,  dated of even date
herewith  (the  "Environmental   Indemnity")  to  a  replacement   guarantor  (a
"Replacement  Guarantor")  and have such  Replacement  Guarantor  assume  all of
Guarantor's  obligations  hereunder (including compliance with the provisions of
Section 17 hereof) and thereunder  (such transfer and  assumption,  a "Guarantor
Substitution")  provided  and upon the  conditions  with  respect  to each  such
Guarantor Substitution that:

                  (i) No Event of Default shall have occurred and be continuing;

                  (ii) Guarantor shall have delivered  current annual  financial
statements and quarterly financial statements for the Replacement  Guarantor for
the four (4) most  recent  calendar  quarters  satisfying  the  requirements  of
Sections 5.1(A)(i) and (iii), respectively,  of the Loan Agreement and submitted
to Lender true, correct and complete copies of any and all other information and
documents of any kind reasonably  requested by Lender concerning the Replacement
Guarantor and all of such financial  statements and other  information  shall be
acceptable to Lender;

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<PAGE>

                  (iii)  Guarantor shall have obtained and delivered to Lender a
Rating Confirmation with respect to the Guarantor Substitution;

                  (iv)  Guarantor  shall  have paid all of  Lender's  reasonable
costs and expenses (including,  without limitation,  reasonable  attorney's fees
and  disbursements)  in connection with  considering and effecting the Guarantor
Substitution,  and the preparation,  negotiation,  execution and delivery of any
and all  documents  and  agreements  required by Lender in  connection  with the
Guarantor Substitution;

                  (v) The  Replacement  Guarantor's  net  worth as of the end of
each of the  most  recent  four  (4)  calendar  quarters  (as  indicated  on the
financial  statements  delivered  under clause (ii) above) shall equal or exceed
the Minimum Net Worth  Amount and the  financial  condition  of the  Replacement
Guarantor  shall  otherwise  be  satisfactory  to Lender in its sole good  faith
discretion;

                  (vii) The Replacement  Guarantor shall execute and deliver any
and all documents reasonably required by Lender in connection with the Guarantor
Substitution, each in form and substance reasonably acceptable to Lender;

                  (viii) Counsel to the  Replacement  Guarantor shall deliver to
Lender opinions in form and substance  satisfactory to Lender as to such matters
as Lender and the Rating Agencies shall  reasonably  require,  which may include
opinions as to  substantially  the same matters as were required with respect to
Guarantor in connection  with the  origination  of the Loan  including,  without
limitation, a bankruptcy non-consolidation opinion;

                  (ix) In the event  such  Guarantor  Substitution  shall  occur
prior to the Note  Expiration  Date,  Guarantor shall transfer and assign all of
its  right,  title  and  interest  in the HRPT  Demand  Note to the  Replacement
Guarantor (or HRPT shall deliver a new demand note to the Replacement  Guarantor
in the amount of $10,000,000);

                  (x)  Guarantor  shall not be permitted to effect more than two
(2) Guarantor Substitutions during any twenty-four month period and shall not be
permitted  to effect  more than  three (3)  Guarantor  Substitutions  during the
entire  term  of the  Loan,  hereunder  and,  in the  case of the  second  (2nd)
Guarantor  Substitution,  the Replacement Guarantor shall be SP Holding Property
Trust, a Maryland real estate  investment trust which is the sole shareholder or
sole  member of the  Borrowers,  as the case may be,  which shall be required to
comply with the net worth  requirements of Section 17 exclusive of its ownership
interests in the Borrowers.

         19.  This  Guaranty  shall not be secured by the  Properties,  the Loan
Documents,  or any other  collateral  of any nature  which is  security  for the
Obligations. Without limitation, this Section 19 has priority over any provision
in this Guaranty or any of the other Loan Documents which states or implies that
the this Guaranty is so secured.


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<PAGE>

         IN WITNESS WHEREOF,  Guarantor has executed and delivered this Guaranty
as of the date first written above.

                                          GUARANTOR:


                                          HUB REALTY COLLEGE PARK I, LLC,
                                          a Maryland limited liability company


                                            By: /s/ John A. Mannix
                                                Name: John A. Mannix
                                                Title: President