FIRST
      AMENDMENT

    TO

    AMENDED
      AND RESTATED STOCKHOLDER PROTECTION RIGHTS AGREEMENT

    


    This
      First Amendment to Amended and Restated Stockholder Protection Rights Agreement
      (this Amendment")
      is
      entered into as of June 13, 2008, between Wilshire Enterprises, Inc., a Delaware
      corporation (the "Company"),
      and
      Continental Stock Transfer & Trust Company, a limited purpose trust company
      organized under the banking laws of the State of New York, as rights agent
      (the
      "Rights
      Agent").
      

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      the Company and the Rights Agent are parties to an Amended and Restated
      Stockholder Protection Rights Agreement, dated as of December 6, 2006 (the
      "Rights
      Agreement");

     

    WHEREAS,
      the Company, NWJ Apartment Holdings Corp., a Maryland corporation ("Parent"),
      and
      NWJ Acquisition Corp., a Delaware corporation and a direct wholly-owned
      subsidiary of Parent ("Merger Sub"), intend to enter into an Agreement and
      Plan
      of Merger (the "Merger
      Agreement")
      pursuant to which, among other things, Merger Sub shall be merged with and
      into
      the Company (the "Merger")
      with
      the Company surviving the Merger on the terms and subject to the conditions
      set
      forth therein;

     

    WHEREAS,
      pursuant to Section 5.4 of the Rights Agreement, the Company and the Rights
      Agent may from time to time supplement or amend the Rights Agreement prior
      to
      the Flip-in Date (as such term is defined in the Rights Agreement) in any
      respect and that the Rights Agent shall duly execute and deliver any such
      supplement or amendment requested by the Company;

     

    WHEREAS,
      on June 13, 2008, the Company's Board of Directors resolved to amend the Rights
      Agreement as set forth herein in order to render the Rights (as such term is
      defined herein) inapplicable to the Merger and the other transactions
      contemplated by the Merger Agreement;

     

    NOW
      THEREFORE, in
      exchange for good and valuable consideration, the receipt and sufficiency of
      which is hereby acknowledged, and intending to be legally bound hereby, the
      parties hereto hereby agree as follows:

    


    Section
      1. Defined
      Terms.
      All
      capitalized terms used but not defined herein shall have the meanings ascribed
      to them in the Rights Agreement.

    


    Section
      2. Amendments
      to Rights Agreement.
      Effective as of the date first written above, the Rights Agreement is hereby
      amended as follows:

    


    (a) The
      definition of "Acquiring Person" set forth in Section 1.1 of the Rights
      Agreement is hereby amended to add the following at the end
      thereof:

     

    
      	 	 	
              "In
                addition, notwithstanding anything in this Agreement to the contrary,
                none
                of NWJ Apartment Holdings Corp., a Maryland corporation ("Parent"),
                and
                NWJ Acquisition Corp., a Delaware corporation and a direct wholly-owned
                subsidiary of Parent ("Merger Sub"), or any of their Affiliates or
                Associates, individually or collectively, shall be an "Acquiring
                Person"
                solely by reason of: (1) the approval, adoption, execution or delivery
                of
                an Agreement and Plan of Merger (as it may be amended and supplemented,
                the "Merger Agreement"), among the Company, Parent and Merger Sub
                pursuant
                to which, among other things, Merger Sub shall be merged with and
                into the
                Company (the "Merger") with the Company surviving the Merger on the
                terms
                and subject to the conditions set forth therein, (2) the approval,
                adoption, execution or delivery of the Voting Agreement (as defined
                in the
                Merger Agreement)(as it may be amended and supplemented, the "Voting
                Agreement"), (3) the consummation of the Merger or (4) the consummation
                of
                any of the other transactions contemplated by the Merger Agreement
                or the
                Voting Agreement." 

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    (b) The
      definition of "Beneficial Ownership" set forth in Section 1.1 of the Rights
      Agreement is hereby amended to add the following sentence at the end thereof:
      

     

    "Notwithstanding
      anything in this definition of "Beneficial Owner," "Beneficial Ownership" or
      "Beneficially Own" to the contrary, none of Parent, Merger Sub, or any of their
      Affiliates or Associates, individually or collectively, shall be deemed the
      "Beneficial Owner" or shall be deemed to "Beneficially Own" any shares of Common
      Stock solely as a result of (i) the approval, adoption, execution or delivery
      of
      the Merger Agreement, (ii) the approval, adoption, execution or delivery of
      the
      Voting Agreement, (iii) the consummation of the Merger or (iv) the consummation
      of any of the other transactions contemplated by the Merger Agreement or the
      Voting Agreement." 

     

    (c) The
      definition of "Expiration Time" in Section 1.1 of the Rights Agreement is hereby
      amended and restated in its entirety to read as follows: 

     

    “Expiration
      Time” shall mean the earliest of (i) the Exchange Time, (ii) the Redemption
      Time, (iii) the effective time of a consolidation, merger or share exchange
      (each a “Business Combination”) of the Company into another entity pursuant to
      an agreement entered into prior to a Flip-in Date, (iv) the Effective Time
      (as
      such term is defined in the Merger Agreement), (v) the close of business on
      August 31, 2007, unless the Independent Directors determine at a meeting to
      be
      held within 30 days prior to August 31, 2007, that this Agreement continues
      to
      be in the best interests of the Company and its stockholders, (vi) the close
      of
      business on August 31, 2008, unless the stockholders of the Company approve
      this
      Agreement at the Company’s 2008 annual meeting of stockholders, and (vii) the
      close of business on August 31, 2010. In the event the Expiration Date means
      the
      Effective Time, the Company shall promptly notify the Rights Agent after the
      occurrence of such Effective Time."

     

    (d) The
      definition of "Stock Acquisition Date" in Section 1.1 of the Rights Agreement
      is
      hereby amended to add the following sentence at the end thereof: 

     

    "Notwithstanding
      anything in this Agreement to the contrary, no Stock Acquisition Date shall
      be
      deemed to have occurred solely as a result of (i) the approval, adoption,
      execution or delivery of the Merger Agreement, (ii) the approval, adoption,
      execution or delivery of the Voting Agreement, (iii) the consummation of the
      Merger or (iv) the consummation of any of the other transactions contemplated
      by
      the Merger Agreement or the Voting Agreement."

     

    (e) The
      definition of "Flip-in Date" in Section 1.1 of the Rights Agreement is hereby
      amended to add the following at the end thereof immediately prior to the period:
      

     


    
      
         

      

      
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    ";
      provided,
      however,
      that,
      notwithstanding anything in this Agreement to the contrary, a Flip-in Date
      shall
      be deemed not to have occurred solely as a result of (i) the approval, adoption,
      execution or delivery of the Merger Agreement, (ii) the approval, adoption,
      execution or delivery of the Voting Agreement, (iii) the consummation of the
      Merger or (iv) the consummation of any of the other transactions contemplated
      by
      the Merger Agreement or the Voting Agreement". 

     

    (f) The
      definition of "Flip-over Transaction or Event" in Section 1.1 of the Rights
      Agreement is hereby amended to add the following at the end thereof immediately
      prior to the period: 

     

    ";
      provided,
      however,
      that,
      notwithstanding anything in this Agreement to the contrary, a Flip-over
      Transaction or Event shall be deemed not to have occurred solely as a result
      of
      (i) the approval, adoption, execution or delivery of the Merger Agreement,
      (ii)
      the approval, adoption, execution or delivery of the Voting Agreement, (iii)
      the
      consummation of the Merger or (iv) the consummation of any of the other
      transactions contemplated by the Merger Agreement or the Voting
      Agreement".

     

    (g) The
      definition of "Separation Time" in Section 1.1 of the Rights Agreement is hereby
      amended to add the following at the end thereof immediately prior to the period:
      

     

    ";
      provided,
      however,
      that,
      notwithstanding anything in this Agreement to the contrary, a Separation Time
      shall be deemed not to have occurred solely as a result of (i) the approval,
      adoption, execution or delivery of the Merger Agreement, (ii) the approval,
      adoption, execution or delivery of the Voting Agreement, (iii) the consummation
      of the Merger or (iv) the consummation of any of the other transactions
      contemplated by the Merger Agreement or the Voting Agreement ".

     

    (h) Section
      1.1 of the Rights Agreement is amended by adding at the end thereof the
      following:

     

    "Each
      of
      "Merger Agreement", "Parent", "Merger Sub" "Merger" and "Voting Agreement"
      shall
      have the meanings given to such terms in the definition of "Acquiring Person".
      

     

    Section
      3. Effective
      Date.
      This
      Amendment shall become effective as of the date first written above, but such
      effectiveness is contingent upon the execution and delivery of the Merger
      Agreement by the parties thereto. 

     

    Section
      4. Interpretation.
      The
      term "Agreement" as used in the Rights Agreement shall be deemed to refer to
      the
      Rights Agreement as amended by this Amendment. 

     

    Section
      5. Effect
      of Amendment.
      Except
      as expressly provided herein, the Rights Agreement shall be and remain in full
      force and effect. 

     

    Section
      6. Governing
      Law.
      This
      Amendment shall be governed by, and construed in accordance with, the laws
      of
      the State of Delaware (without giving effect to any conflict of laws principles
      that would cause the application of the laws of any other jurisdiction).


     


    
      
         

      

      
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    Section
      7. Counterparts.
      This
      Amendment may be executed in any number of counterparts and each of such
      counterparts shall for all purposes be deemed to be an original, and all such
      counterparts shall together constitute but one and the same instrument.


     

    Section
      8. Certification.
      The
      officer of the Company executing this Amendment, being an appropriate officer
      of
      the Company and authorized to do so by resolution of the Board of Directors
      of
      the Company duly adopted and approved at a meeting held on June 13, 2008, hereby
      certifies to the Rights Agent that the amendments to the Rights Agreement set
      forth in this Amendment are in compliance with the terms of Section 5.4 of
      the
      Rights Agreement. 

     

    Section
      9. Severability.
      If any
      term, provision, covenant or restriction of this Amendment is held by a court
      of
      competent jurisdiction or other authority to be invalid, void or unenforceable,
      the remainder of the terms, provisions, covenants and restrictions of this
      Amendment shall remain in full force and effect and shall in no way be affected,
      impaired or invalidated. 

     

    Section
      10. Descriptive
      Headings.
      Descriptive headings of the several Sections of this Amendment are inserted
      for
      convenience only and shall not control or affect the meaning or construction
      of
      any of the provisions hereof. 

     

    IN
      WITNESS WHEREOF,
      this
      Amendment has been executed and delivered as of the date and year first above
      written by a duly authorized officer or representative of each party hereto,
      as
      the case may be.

     

    
      	     	
              WILSHIRE
                ENTERPRISES, INC.

            
	 	 	     
	 	 	     
	 	
              By:
                

            	
              /s/
                Sherry Wilzig Izak

            
	 	
              Name:

            	
              Sherry
                Wilzig Izak

            
	 	
              Title:
                

            	
              Chairman
                of the Board

            
	 	 	     
	 	
              CONTINENTAL
                STOCK TRANSFER &

              TRUST
                COMPANY

            
	 	 	     
	 	
              By:
                

            	
              /s/
                Michael G. Mullings

            
	 	
              Name:
                

            	
              Michael
                G. Mullings

            
	 	
              Title:
                

            	
              Vice
                President

            


    

     

    


    
      
         

      

      
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