MID-ATLANTIC REALTY TRUST

     1993 OMNIBUS SHARE PLAN 
     (As Amended through November 14, 1997)


1.PURPOSE.  The purpose of the 1993 Omnibus Share Plan of
Mid-Atlantic Realty Trust (the "Plan") is to promote the financial interests
of Mid-Atlantic Realty Trust (the "Company"), including its growth and
performance, by encouraging Trustees, officers and employees of the
Company and its subsidiaries to acquire an ownership position in the
Company, enhancing the ability of the Company and its subsidiaries to
attract and retain employees of outstanding ability, and providing
employees with a way to acquire or increase their proprietary interest in the
Company's success. 

2.SHARES SUBJECT TO THE PLAN.  Subject to adjustment as provided
in Section 18, the number of common shares, par value $.01 per share, of
beneficial interest in the Company (the "Shares") which shall be available
for issuance under the Plan shall be 1,325,000 Shares; the number of Shares
subject to this Plan shall be increased from time to time so that the
aggregate number of Shares that may be issued hereunder shall equal seven
percent (7%) of the outstanding Shares of the Company on a fully diluted
basis.  [Amended on November 14, 1997]

      Shares subject to an award that expires unexercised, or that is forfeited,
terminated or canceled, in whole or in part, or is paid in cash in lieu of
Shares, shall thereafter again be available for grant under the Plan.

     3.   ADMINISTRATION.  The Plan shall be administered by
the Executive Compensation Committee (the "Committee") of the Board of
Trustees of the Company.   A majority of the Committee shall constitute a
quorum, and the acts of a majority shall be the acts of the Committee.

          Subject to the provisions of the Plan, the Committee shall (i)
from time to time select directors, officers and employees of the Company
and its subsidiaries who will participate in the Plan (the "Participants"),
determine the type of awards to be made to Participants, determine the
Shares or share units subject to awards, and (ii) have the authority to
interpret the Plan, to establish, amend and rescind any rules and regulations
relating to the Plan, determine the terms and provisions of any agreements
entered into hereunder, and make all other determinations necessary or
advisable for the administration of the Plan.  The Committee may correct
any defect, supply any omission or reconcile any inconsistency in the Plan
or in any award in the manner and to the extent it shall deem desirable to
carry it into effect.  The determinations of the Committee in the
administration of the Plan, as described herein, shall be final and
conclusive.

     4.   ELIGIBILITY.  All Trustees and all officers and employees
of the Company and its subsidiaries who have demonstrated significant
management potential or who have the capacity for contributing in a
substantial measure to the successful performance of the Company, as
determined by the Committee, are eligible to be Participants in the Plan.

     5.   AWARDS.  Awards under the Plan may consist of the
following: stock options (either incentive stock options within the meaning
of Section 422 of the Internal Revenue Code or non-qualified stock
options), stock appreciation rights, performance shares, stock bonuses or
grants of restricted stock.  Awards of performance shares, stock bonuses
and restricted stock may provide the Participant with dividends or dividend
equivalents and voting rights prior to vesting (whether based on a period of
time or based on attainment of specified performance conditions). 

     6.   STOCK OPTIONS.  The following terms shall apply, except
to the extent varied in any Award Agreement as defined in Section 10
hereof.

          (a)  General.  The Committee shall establish the option
price at the time each stock option is granted, which price may, in the
discretion of the Committee, be less than 100% of the fair market value of
the Shares on the date of grant.  Stock options shall be exercisable for such
period as specified by the Committee, but in no event may options be
exercisable more than ten years after their date of grant.  The exercise price
of each Share as to which a stock option is exercised shall be paid in full at
the time of such exercise.  Such payment shall be made in cash, by tender
of Shares owned by the Participant valued at fair market value as of the
date of exercise and in such other consideration as the Committee deems
appropriate, or by a combination of cash, Shares and such other
consideration.   The Company shall have the right, and the Participant may
require the Company, to withhold and deduct from the number of Shares
deliverable upon the exercise hereof a number of Shares having an
aggregate fair market value equal to the amount of taxes and other charges
that the Company is obligated to withhold or deduct from amount payable
to the Participant. [Amended on November 14, 1997]

          (b)  Incentive Stock Options.  An option granted under
the Plan may be a non-qualified stock option or an "incentive stock option"
("Incentive Stock Options") within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), and if not
otherwise specified, an option granted to an employee of the Company
shall be deemed to be an Incentive Stock Option.  An Incentive Stock
Option shall not result in income upon the receipt of the option to the extent
(i) the aggregate fair market value (determined at the time the option is
granted) of the Shares that may be purchased by the optionee during any
calendar year (under the Plan and all other plans of the Company) does not
exceed $100,000; and (ii) the optionee (other than the optionee's estate
where the optionee is deceased) does not dispose of the Shares until the
later of (a) two years from and after the date the option is granted, and (b)
one year after the date the Shares are issued to the optionee.  In the event of
a disposition of Shares received upon exercise of an Incentive Stock Option
where the disposition occurs within two years from the date the option is
granted or one year from the receipt of the shares, the optionee shall notify
the Secretary of the Company in writing as to the date of such disposition,
the sale price (if any), and the number of Shares involved. [Amended on
November 14, 1997]

     7.   STOCK APPRECIATION RIGHTS.  Stock appreciation
rights may be granted in tandem with a stock option, in addition to a stock
option, or may be freestanding and unrelated to a stock option.  Stock
appreciation rights granted in tandem with or in addition to a stock option
may be granted either at the same time as the stock option or at a later time. 
No stock appreciation right shall be exercisable earlier than six months
after grant, except in the event of the Participant's death or disability.  A
stock appreciation right shall entitle the Participant to receive from the
Company an amount equal to the increase of the fair market value of the
Share on the exercise of the stock appreciation right over the grant price. 
The Committee, in its sole discretion, shall determine whether the stock
appreciation right shall be settled in cash, Shares or a combination of cash
and Shares.

     8.   PERFORMANCE SHARES.  Performance shares may be
granted in the form of actual Shares or share units having a value equal to
an identical number of Shares.  In the event that a certificate is issued in
respect of Shares subject to a grant of performance shares, such certificate
shall be registered in the name of the Participant but shall be held by the
Company until the time the Shares subject to the grant of performance
shares are earned.  The performance conditions and the length of the
performance period shall be determined by the Committee.  The
Committee, in its sole discretion, shall determine whether performance
shares are granted in the form of share units shall be paid in cash, Shares or
a combination of cash and Shares.

     9.   STOCK BONUS AWARDS.  Stock bonus awards may be
granted in the form of Shares or share units having a value equal to an
identical number of Shares.  A stock bonus award shall entitle the
Participant to receive the number of Shares specified in the award
certificate as a bonus under this Plan, without any consideration for such
Shares.  In the event that a share certificate is issued in respect of Shares
subject to a grant of a bonus award of Shares, such certificate shall be
issued in the name of the Participant and will generally be issued to the
Participant within 15 days after proper presentment of the award certificate. 
The Committee, in its sole discretion, shall determine whether bonus stock
granted in the form of share units shall be paid in cash, Shares, or a
combination of cash and Shares.  [Added by Amendment of November 14,
1997]

     10.  RESTRICTED STOCK.  Restricted stock may be granted in
the form of actual Shares or share units having a value equal to an identical
number of Shares.  In the event that a certificate is issued in respect of
Shares subject to a grant of restricted stock, such certificate shall be
registered in the name of the Participant but shall contain such legends as
the Committee deems appropriate to evidence such restrictions until the end
of the restricted period.  The employment conditions and the length of the
period for vesting of restricted stock shall be established by the Committee
at the time of grant.  The Committee, in its sole discretion, shall determine
whether restricted stock granted in the form of share units shall be paid in
cash, Shares, or a combination of cash and Shares.  [Amended on
November 14, 1997]

     11.  AWARD AGREEMENTS.  Each award under the Plan shall
be evidenced by an agreement ("Award Agreement") setting forth the terms
and conditions, as determined by the Committee, which shall apply to such
award, in addition to the terms and conditions specified in the Plan.

     12.  WITHHOLDING.  The Company shall have the right to
deduct from any payment to be made pursuant to the Plan, or to require
prior to the issuance or delivery of any Shares or the payment of cash under
the Plan, any taxes required by law to be withheld therefrom.  The
Committee, in its sole discretion, may permit a recipient to elect to satisfy
such withholding obligation by having the Company retain the number of
Shares whose fair market value equal the amount required to be withheld. 
Any fraction of a Share required to satisfy such obligation shall be
disregarded and the amount due shall instead be paid in cash to the
Participant.   

     13.  LIMITED TRANSFERABILITY.  No award shall be
assignable or transferrable, and no right or interest of any Participant shall
be subject to any lien, obligation or liability of the Participant, except by
will or the laws of descent and distribution.  Notwithstanding the foregoing,
non-qualified stock options granted to Participants may be transferred to
the Participant's spouse, lineal ascendants, lineal descendants or to a duly
established trust for the benefit of one or more of such individuals.  Options
so transferred may thereafter be transferred only to the Participant or to an
individual or trust to whom the Participant could have initially transferred
the Options pursuant to this section.  Options transferred pursuant to this
Section shall be held by the transferee in accordance with the same terms
and conditions as applied to the Participant. [Amended on November 14,
1997]

     14.  NO RIGHT TO EMPLOYMENT.  No person shall have any
claim or right to be granted an award, and the grant of an award shall not be
construed as giving a Participant the right to be retained in the employ of
the Company or its subsidiaries.  Further, the Company and its subsidiaries
expressly reserve the right at any time to dismiss a Participant free from
any liability, or any claim under the Plan, except as provided herein or in
any agreement entered into hereunder.

     15.  TERMINATION OF RIGHTS; DEATH.  All unexercised or
unexpired options, rights, performance shares and other such rights granted
or awarded under this Plan (collectively, "Rights") will terminate, be
forfeited and will lapse immediately if such Participant's employment or
relationship with the Company is terminated for any reason, unless the
Committee permits the exercise of such Rights for a period not to exceed
ninety (90) days after the date of such termination.  If a Participant's
employment or relationship with the Company is terminated by reason of
his death or disability, such Participant or such Participant's personal
representatives, estate or heirs (as the case may be) may exercise, subject to
any restrictions imposed by the Committee at the time of the grant, any
Right which was exercisable by the Participant as of the date of his death or
disability for a period of one year after the date of the Participant's death or
disability.  [Amended on November 14, 1997]

     16.  CORPORATE REORGANIZATION.  Anything in the Plan
or in any Award Agreement or any award granted hereunder to the contrary
notwithstanding, in the event of the commencement of a tender offer (other
than by the Company) for any Shares or a sale or transfer, in one or a series
of transactions, of assets having a fair market value of 50% or more of the
fair market value of all assets of the Company, or a merger, consolidation
or share exchange pursuant to which the Shares of the Company are or may
be exchanged for or converted into cash, property or securities of another
issuer, or the liquidation of the Company (an "Extraordinary Event"), then
(i) regardless of whether or not the award has vested or become fully
exercisable, the award shall immediately vest and become fully exercisable
and (ii) any restrictions or forfeiture conditions applicable to any other
awards granted under the Plan shall lapse and terminate, any performance
conditions imposed with respect to any such awards shall be deemed to be
fully achieved on and at all times after the Event Date, and such awards
shall be deemed fully vested without restriction from and after the Event
Date.  The "Event Date" is the date of the commencement of a tender offer,
if the Extraordinary Event is a tender offer, and in the case of any other
Extraordinary Event, the day preceding the record date in respect of such
Extraordinary Event, or if no record date is fixed, the day preceding the
date as of which shareholders of record become entitled to the
consideration payable in respect of such Extraordinary Event. 
Notwithstanding the foregoing, the immediate vesting of any award shall
be conditioned upon the actual occurrence and completion of the
Extraordinary Event. [Added by Amendment on November 14, 1997]

     17.  REGISTRATION.  If the Company shall be advised by its
counsel that any Shares deliverable upon any exercise of a Right are
required to be registered under the Securities Act of 1933, or that the
consent of any other authority is required for the issuance of such Shares,
the Company may effect registration or obtain such consent, and delivery
of Shares by the Company may be deferred until registration is effected or
such consent is obtained.

     18.  ADJUSTMENT OF AND CHANGES IN SHARES.  In the
event of any change in the outstanding Shares by reason of any share
dividend or split, recapitalization, merger, consolidation, spinoff,
combination or exchange of Shares or other corporate change, or any
distributions to common shareholders other than regular cash dividends, the
Committee may make such substitution or adjustment, if any, as it deems to
be equitable, as to the number or kind of Shares or other securities issued or
reserved for issuance pursuant to the Plan and to outstanding awards.

     19.  AMENDMENT.  The Committee may amend or terminate
the Plan or any portion thereof at any time, provided that, without such
Participant's consent, no amendment or termination shall affect adversely
any of the rights of a Participant under any award theretofore granted under
the Plan. [Amended on November 14, 1997]

     20.  EFFECTIVE DATE.  The Plan has been adopted by the
Board of Trustees on, and is effective as of July 31, 1993.  This Plan has
been amended as of May 13, 1994, and on November 14, 1997.  Subject to
earlier termination pursuant to Section 19, the Plan shall have a term of ten
years from its effective date.