Contribution Agreement, effective as of October 26, 2005

Exhibit 10.54

CONTRIBUTION AGREEMENT

Between

FIRST STATES GROUP, L.P.

And

THE PARTNERS IN

FIRST STATES PARTNERS II, LP

Dated as of October 26, 2005

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISK OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME

CONTRIBUTION AGREEMENT

     THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the 26^th day of October, 2005 (the “Contract Date”), by and among each holder of a partnership interest in FIRST STATES PARTNERS II, LP, a Delaware limited partnership (the “Owner”), as named on Exhibit A hereto (each such holder is a “Contributor” and, collectively, are the “Contributors”) and FIRST STATES GROUP, L.P., a Delaware limited partnership (the “FSG”).

Background

     A. Owner is the owner of a property commonly referred to as 123 S. Broad St., Philadelphia, Pennsylvania.

     B. By letter dated October 14, 2005, FSG made on an offer to each Contributor to purchase all of the limited partnership interest in the Owner that it did not already own (the “Contributed Interests”).

     C. FSG and the Contributors desire to enter into this Agreement relating to the contribution and conveyance of the Contributed Interests to FSG in exchange for OP Units (as defined below).

Agreement

     NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the parties agree as follows:

1. DEFINITIONS.

          All terms which are not otherwise defined in this Agreement shall have the meaning set forth in this Section 1.

     1.1 “Accredited Investor” shall have the meaning set forth in Regulation D promulgated under the Securities Act of 1933, as amended.

     1.2 “General Partner” shall mean First States Group, LLC, the sole general partner of FSG, the operating partnership of the REIT.

     1.3 “Partnership Agreement” shall mean the Amended and Restated Agreement of Limited Partnership of FSG dated September 10, 2002, as amended from time to time prior to and including the Contract Date.

     1.4 “REIT” means American Financial Realty Trust, a publicly-traded Maryland real estate investment trust.

     1.5 “SEC” shall mean the Securities and Exchange Commission.

     1.6 “Securities Act” shall mean the Securities Act of 1933, as amended.

2. CONTRIBUTION.

          The Contributors agree to contribute and convey to FSG, and FSG shall accept and take from the Contributors, on the terms and conditions set forth in this Agreement, all of the Contributor’s right, title and interest in and to the Contributed Interests.

3. PURCHASE PRICE.

     3.1 Payment of Purchase Price. In consideration of the contribution of the Contributed Interests to FSG, and subject to the terms of this Agreement, FSG shall pay the total purchase price of 303,425 units of limited partnership interest in FSG (“OP Units”) to the Contributors (the “Purchase Price”) for all of the Contributed Interests.

          3.1.1 The payment of the Purchase Price by FSG shall be made through the issuance to each Contributor the number of OP Units set forth on Exhibit A next to the name of such Contributor in exchange for their contribution to the FSG of the portion of the Contributed Interests that they own. FSG and the Contributors stipulate and agree that a true and correct calculation of the Purchase Price is set forth on Exhibit A hereto.

4. OP UNITS; INVESTOR MATERIALS.

     4.1 OP Units.

          4.1.1 The OP Units shall be redeemable for shares of beneficial interest of the REIT or cash (or a combination thereof) at the discretion of the General Partner and in accordance with the procedures described herein and in the Partnership Agreement.

          4.1.2 Each Contributor hereby directs FSG to deliver the OP Units as a book entry in its stock ledger issued in the names of, and for distribution to, those Contributors set forth on Exhibit A attached hereto. Each Contributor shall receive the number and type of OP Units set forth on said Exhibit.

          4.1.3 Each Contributor shall provide or cause to be provided to FSG any information and documentation as may reasonably be requested by the FSG in furtherance of the issuance of the OP Units as contemplated hereby, including any representation letter affirming the Contributor’s status as an Accredited Investor (the “Investor Materials”).

          4.1.4 Each Contributor hereby covenants and agrees that it shall deliver or shall cause each of its partners, shareholders and members to deliver to FSG, or

to any other party designated by FSG, any documentation that may be required under the Partnership Agreement or any charter document of the REIT, and such other information and documentation as may reasonably be requested by FSG, at such time as any OP Units are redeemed for common shares of beneficial interest of the REIT (“Conversion Shares”).

     4.2 Certain Informational Materials. Each Contributor hereby acknowledges and agrees that the ownership of OP Units by them and their respective rights and obligations as limited partners of FSG (including their right to transfer, encumber, pledge and exchange OP Units) shall be subject to all of the express limitations, terms, provisions and restrictions set forth in this Agreement and in the Partnership Agreement. In that regard, each Contributor hereby covenants and agrees that it shall execute any and all documentation reasonably required by FSG and the REIT to formally memorialize the foregoing. Each Contributor acknowledges that it has received and reviewed copies of the Partnership Agreement, as amended to date, the declaration of trust and bylaws of the REIT and the REIT’s Annual Report to Shareholders for the year ended December 31, 2004. Each Contributor also acknowledges that Form 10-Qs for the quarters ended March 31, 2005 and June 30, 2005, all Form 8-Ks that have been filed by the REIT with the SEC since June 25, 2003 and copies of all material press releases, proxy statements and reports to shareholders issued since June 25, 2003 have been made available through the REIT’s website at www.afrt.com and the SEC’s website at www.sec.gov, and has otherwise had an opportunity to conduct a due diligence review of the affairs of FSG and the REIT and has been afforded the opportunity to ask questions of, and receive additional information from, the REIT regarding the business, operations, conditions (financial or otherwise) and the current prospects of the REIT and FSG.

     4.3 Transfer Requirements. Each Contributor may only sell, transfer, assign, pledge or encumber, or otherwise convey any or all of the OP Units delivered to it and, if applicable, any Conversion Shares, in strict compliance with this Agreement, the Partnership Agreement, the charter documents of the REIT, the Securities Act (and the rules promulgated thereunder), any state securities laws and the rules of the New York Stock Exchange, in each case as may be applicable. A legend may be placed on the face of the certificates evidencing the Conversion Shares to notify the holder of the restrictions on transfer under applicable federal or state securities laws.

5. CONTRIBUTORS’ DELIVERIES. Each Contributor shall make available to FSG, at reasonable times and upon reasonable notice, all documents, contracts, information, Records and exhibits that are in the possession of, or under the control of, Contributor that are pertinent to the transaction that is the subject of this Agreement.

6. REPRESENTATIONS AND WARRANTIES OF CONTRIBUTORS.

     6.1 Each Contributor confirms that there exists no financing statements, tax liens (or other liens), encumbrances or judgments against such Contributor encumbering the Contributed Interests which will not be released on or prior to October 26, 2005.

7. REPRESENTATIONS AS TO SECURITIES AND RELATED MATTERS.

     7.1 Contributors. Each Contributor represents and warrants to FSG that the following matters are true and correct as of the date of this Agreement, and covenant as follows:

          7.1.1 Each Contributor represents that its OP Units are being acquired by it with the present intention of holding such OP Units for purposes of investment, and not with a view towards sale or any other distribution. Each Contributor recognizes that it may be required to bear the economic risk of an investment in the OP Units for an indefinite period of time. Each Contributor is an Accredited Investor. Each Contributor has such knowledge and experience in financial and business matters so as to be fully capable of evaluating the merits and risks of an investment in the OP Units. No OP Units will be issued, delivered or distributed to any person or entity who is other than an Accredited Investor. Each Contributor has been furnished with the informational materials described in Section 4.2 above (collectively, the “Informational Materials”), and has read and reviewed the Informational Materials and understands the contents thereof. The Contributors have been afforded the opportunity to ask questions of those persons they consider appropriate and to obtain any additional information they desire in respect of the OP Units and the business, operations, conditions (financial and otherwise) and current prospects of FSG and the REIT. The Contributors have consulted their own financial, legal and tax advisors with respect to the economic, legal and tax consequences of delivery of the OP Units and have not relied on the Informational Materials, FSG, the REIT or any of their officers, directors, affiliates or professional advisors for such advice as to such consequences. No Contributor requires the consent of any other party to consummate the transactions contemplated by this Agreement. Exhibit A accurately sets forth the direct ownership interest of each Contributor in the Owner.

     7.2 FSG. FSG represents and warrants to Contributor that the following matters are true and correct as of the date of this Agreement:

          7.2.1 FSG is a limited partnership duly authorized and validly existing under Delaware law. The performance of this Agreement by FSG has been duly authorized by the General Partner in accordance with the Partnership Agreement, this Agreement will be binding on FSG and enforceable against it in accordance with its terms. FSG has been at all times, and presently intends to continue to be, classified as a partnership or a publicly traded partnership taxable as a partnership for federal income