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                                                                    EXHIBIT 10.1

                          REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into
as of July 23, 1998 by and between VORNADO REALTY TRUST, a Maryland real estate
investment trust (the "Company") having an office at Park 80 West, Plaza II,
Saddle Brook, New Jersey 07663, Attention: Joseph P. Macnow, and GOULD
INVESTORS, L.P., a Delaware limited partnership ("Holder") having an office at
66 Cutter Mill Road, Great Neck, New York 11021, Attention: Fred Gould.

      WHEREAS, Holder is receiving on the date hereof Class A units of limited
partnership interest ("Units") in Vornado Realty L.P., a Delaware limited
partnership (the "Partnership");

      WHEREAS, in connection therewith, the Company has agreed to grant to
Holder the Registration Rights (as defined in Section 1 hereof);

      NOW, THEREFORE, the parties hereto, in consideration of the foregoing, the
mutual covenants and agreements hereinafter set forth, and other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, hereby agree as follows:

SECTION 1. REGISTRATION RIGHTS

      If Holder receives common shares of beneficial interest of the Company
("Common Shares") upon redemption of Units (the "Redemption Shares") pursuant to
the terms of the Second Amended and Restated Agreement of Limited Partnership of
the Partnership, as amended through the date hereof and from time to time (the
"Partnership Agreement"), then, unless such Redemption Shares are issued to such
Holder pursuant to an Issuer Registration Statement as provided in Section 2
below, Holder shall be entitled to offer for sale pursuant to a shelf
registration statement the Redemption Shares, subject to the terms and
conditions set forth in Section 3 hereof (the "Registration Rights").

SECTION 2. ISSUER REGISTRATION STATEMENT

      Anything contained herein to the contrary notwithstanding, in the event
that the Redemption Shares are issued by the Company to Holder pursuant to an
effective registration statement (an "Issuer Registration Statement") filed with
the Securities and Exchange Commission (the "Commission"), the Company shall be
deemed to have satisfied all of its registration obligations under this
Agreement.

SECTION 3. DEMAND REGISTRATION RIGHTS

      3.1 (a) Registration Procedure. Unless such Redemption Shares are issued
pursuant to an Issuer Registration Statement as provided in Section 2 hereof,
then subject to Sections 3.1(c) and 3.2 hereof, if Holder desires to exercise
its Registration Rights with respect to the Redemption Shares, Holder shall
deliver to the Company a written notice (a "Redemption Notice") informing the
Company of such exercise and specifying the number of shares to be offered by
such Holder (such shares to be offered being referred to herein as the
"Registrable Securities"). Such notice may be given at any time on or after the
date a notice of redemption is delivered by Holder to the Partnership pursuant
to the Partnership Agreement, but must be given at least thirty (30) Business
Days prior to the consummation of the sale of Registrable Securities. As used in
this Agreement, a "Business Day" is any Monday, Tuesday, Wednesday, Thursday or
Friday other than a day on which banks and other financial institutions are
authorized or required to be closed for business in the State of New York or
Maryland. Upon receipt of the Registration Notice, the Company, if it has not
already caused the Registrable Securities to be included as part of an existing
shelf registration statement and related prospectus that the Company then has on
file with the Commission (the "Shelf Registration Statement") (in which event
the Company shall be deemed to have satisfied its
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registration obligation under this Section 3), will cause to be filed with the
Commission as soon as reasonably practicable after receiving the Registration
Notice a new registration statement and related prospectus (a "New Registration
Statement") that complies as to form in all material respects with applicable
Commission rules providing for the sale by Holder of the Registrable Securities,
and agrees (subject to Section 3.2 hereof) to use its best efforts to cause such
New Registration Statement to be declared effective by the Commission as soon as
practicable. (As used herein, "Registration Statement" and "Prospectus" refer to
the Shelf Registration Statement and related prospectus (including any
preliminary prospectus) or the New Registration Statement and related prospectus
(including any preliminary prospectus), whichever is utilized by the Company to
satisfy Holder's Registration Rights pursuant to this Section 3, including in
each case any documents incorporated therein by reference. Holder agrees to
provide in a timely manner information regarding the proposed distribution by
Holder of the Registrable Securities and such other information reasonably
requested by the Company in connection with the preparation of and for inclusion
in the Registration Statement. The Company agrees (subject to Section 3.2
hereof) to use its best efforts to keep the Registration Statement effective
(including the preparation and filing of any amendments and supplements
necessary for that purpose) until the earlier of (i) the date on which Holder
consummates the sale of all of the Registrable Securities registered under the
Registration Statement, or (ii) the date on which all of the Registrable
Securities are eligible for sale pursuant to Rule 144(k) (or any successor
provision) or in a single transaction pursuant to Rule 144(e) (or any successor
provision) under the Securities Act of 1933, as amended (the "Act"). The Company
agrees to provide to Holder a reasonable number of copies of the final
Prospectus and any amendments or supplements thereto. Notwithstanding the
foregoing, the Company may at any time, in its sole discretion and prior to
receiving any Redemption Notice from Holder, include all of Holder's Redemption
Shares or any portion thereof in any Shelf Registration Statement. In connection
with any Registration Statement utilized by the Company to satisfy Holder's
Registration Rights pursuant to this Section 3, Holder agrees that it will
respond within five (5) Business Days to any request by the Company to provide
or verify information regarding Holder or Holder's Registrable Securities as may
be required to be included in such Registration Statement pursuant to the rules
and regulations of the Commission.

      (b) Offers and Sales. All offers and sales by Holder under the
Registration Statement referred to in this Section 3 shall be completed within
the period during which the Registration Statement is required to remain
effective pursuant to Section 3.1(a) of this Section 3, and upon expiration of
such period Holder will not offer or sell any Registrable Securities under the
Registration Statement. If directed by the Company, Holder will return all
undistributed copies of the Prospectus in its possession upon the expiration of
such period.

      (c) Limitations on Registration Rights. Each exercise of a Registration
Right shall be with respect to a minimum of the lesser of (i) fifty thousand
(50,000) Common Shares or (ii) the total number of Redemption Shares held by
Holder at such time plus the number of Redemption Shares that may be issued upon
redemption of Units by Holder. The right of Holder to deliver a Registration
Notice commences upon the first date Holder is permitted to redeem Units
pursuant to the Partnership Agreement. The right of Holder to deliver a
Registration Notice shall expire on the date on which all of the Redemption
Shares held by Holder or issuable upon redemption of Units held by Holder are
eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a
single transaction pursuant to Rule 144(e) (or any successor provision) under
the Act. The Registration Rights granted pursuant to this Section 3.1 may not be
exercised in connection with any underwritten public offering by the Company or
by Holder without the prior written consent of the Company.

      3.2 Suspension of Offering. Upon any notice by the Company, either before
or after Holder has delivered a Registration Notice, that a negotiation or
consummation of a transaction by the Company or any of its subsidiaries is
pending or an event has occurred, which negotiation, consummation or event would
require additional disclosure by the Company in the Registration Statement of
material information which the Company has a bona fide business purpose for
keeping confidential and the nondisclosure of which in the Registration
Statement might cause the Registration Statement to fail to comply with
applicable disclosure requirements (a "Materiality Notice"), Holder agrees that
it will immediately discontinue offers
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and sales of the Registrable Securities under the Registration Statement until
Holder receives copies of a supplemented or amended Prospectus that corrects the
misstatement(s) or omission(s) referred to above and receives notice that any
post-effective amendment has become effective; provided, that the Company may
delay, suspend or withdraw the Registration Statement for such reason for no
more than sixty (60) days after delivery of the Materiality Notice at any one
time. If so directed by the Company, Holder will deliver to the Company all
copies of the Prospectus covering the Registrable Securities current at the time
of receipt of any Materiality Notice.

      3.3 Qualification. The Company agrees to use its best efforts to register
or qualify the Registrable Securities by the time the applicable Registration
Statement is declared effective by the Commission under all applicable state
securities or "blue sky" laws of such jurisdictions as Holder shall reasonably
request in writing, to keep each such registration or qualification effective
during the period such Registration Statement is required to be kept effective
or during the period offers or sales are being made by Holder after delivery of
a Registration Notice to the Company, whichever is shorter, and to do any and
all other acts and things which may be reasonably necessary or advisable to
enable Holder to consummate the disposition in each such jurisdiction of the
Registrable Securities owned by Holder; provided, however, that the Company
shall not be required to (x) qualify generally to do business in any
jurisdiction or to register as a broker or dealer in such jurisdiction where it
would not otherwise be required to qualify but for this Section 3.3, (y) subject
itself to taxation in any such jurisdiction, or (z) submit to the general
service of process in any such jurisdiction.

      3.4 Indemnification by the Company. The Company agrees to indemnify and
hold harmless Holder and each person, if any, who controls Holder within the
meaning of Section 15 of the Securities Act or Section 20 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), as follows:

      (i) against any and all loss, liability, claim, damage and expense
      whatsoever, as incurred, arising out of or based upon any untrue statement
      or alleged untrue statement of a material fact contained in any
      Registration Statement (or any amendment thereto) pursuant to which the
      Registrable Securities were registered under the Securities Act, including
      all documents incorporated therein by reference, or the omission or
      alleged omission therefrom of a material fact required to be stated
      therein or necessary to make the statements therein not misleading or
      arising out of or based upon any untrue statement or alleged untrue
      statement of a material fact contained in any Prospectus (or any amendment
      or supplement thereto), including all documents incorporated therein by
      reference, or the omission or alleged omission therefrom of a material
      fact necessary in order to make the statements therein, in the light of
      the circumstances under which they were made, not misleading;

      (ii) against any and all loss, liability, claim, damage and expense
      whatsoever, as incurred, to the extent of the aggregate amount paid in
      settlement of any litigation, or investigation or proceeding by any
      governmental agency or body, commenced or threatened, or of any claim
      whatsoever based upon any such untrue statement or omission, or any such
      alleged untrue statement or omission, if such settlement is effected with
      the written consent of the Company; and

      (iii) against any and all expense whatsoever, as incurred (including
      reasonable fees and disbursements of counsel), reasonably incurred in
      investigating, preparing or defending against any litigation, or
      investigation or proceeding by any governmental agency or body, commenced
      or threatened, in each case whether or not a party, or any claim
      whatsoever based upon any such untrue statement or omission, or any such
      alleged untrue statement or omission, to the extent that any such expense
      is not paid under subparagraph (i) or (ii) above;

provided, however, that the indemnity provided pursuant to this Section 3.4 does
not apply to Holder with respect to any loss, liability, claim, damage or
expense to the extent arising out of (A) any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity
with written information furnished to the Company by such Holder expressly for
use in the Registration Statement (or
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any amendment thereto) or the Prospectus (or any amendment or supplement
thereto), or (B) such Holder's failure to deliver an amended or supplemented
Prospectus if such loss, liability, claim, damage or expense would not have
arisen had such delivery occurred.

      3.5 Indemnification by Holder. Holder (and each permitted assignee of
Holder, on a several basis) agrees to indemnify and hold harmless the Company,
and each of its trustees/directors and officers (including each trustee/director
and officer of the Company who signed a Registration Statement), and each
person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, as follows:

      (i) against any and all loss, liability, claim, damage and expense
      whatsoever, as incurred, arising out of or based upon any untrue statement
      or alleged untrue statement of a material fact contained in any
      Registration Statement (or any amendment thereto) pursuant to which the
      Registrable Securities were registered under the Securities Act, including
      all documents incorporated therein by reference, or the omission or
      alleged omission therefrom of a material fact required to be stated
      therein or necessary to make the statements therein not misleading or
      arising out of or based upon any untrue statement or alleged untrue
      statement of a material fact contained in any Prospectus (or any amendment
      or supplement thereto), including all documents incorporated therein by
      reference, or the omission or alleged omission therefrom of a material
      fact necessary in order to make the statements therein, in the light of
      the circumstances under which they were made, not misleading;

      (ii) against any and all loss, liability, claim, damage and expense
      whatsoever, as incurred, to the extent of the aggregate amount paid in
      settlement of any litigation, or investigation or proceeding by any
      governmental agency or body, commenced or threatened, or of any claim
      whatsoever based upon any such untrue statement or omission, or any such
      alleged untrue statement or omission, if such settlement is effected with
      the written consent of Holder; and

      (iii) against any and all expense whatsoever, as incurred (including
      reasonable fees and disbursements of counsel), reasonably incurred in
      investigating, preparing or defending against any litigation, or
      investigation or proceeding by any governmental agency or body, commenced
      or threatened, in each case whether or not a party, or any claim
      whatsoever based upon any such untrue statement or omission, or any such
      alleged untrue statement or omission, to the extent that any such expense
      is not paid under subparagraph (i) or (ii) above;

provided, however, that the indemnity provided pursuant to this Section 3.5
shall only apply with respect to any loss, liability, claim, damage or expense
to the extent arising out of (A) any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with
written information furnished to the Company by Holder expressly for use in the
Registration Statement (or any amendment thereto) or the Prospectus (or any
amendment or supplement thereto), or (B) Holder's failure to deliver an amended
or supplemental Prospectus if such loss, liability, claim, damage or expense
would not have arisen had such delivery occurred. Notwithstanding the provisions
of this Section 3.5, Holder and any permitted assignee shall not be required to
indemnify the Company, its officers, trustees/directors or control persons with
respect to any amount in excess of the amount of the total proceeds to Holder or
such permitted assignee, as the case may be, from sales of the Registrable
Securities of Holder under the Registration Statement.

      3.6 Conduct of Indemnification Proceedings. An indemnified party hereunder
shall give reasonably prompt notice to the indemnifying party of any action or
proceeding commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify the indemnifying party (i) shall not relieve
it from any liability which it may have under the indemnity agreement provided
in Section 3.4 or 3.5 above, unless and to the extent it did not otherwise learn
of such action and the lack of notice by the indemnified party results in the
forfeiture by the indemnifying party of substantial rights and defenses, and
(ii) shall not, in any event, relieve the indemnifying party from any
obligations to the indemnified party
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other than the indemnification obligation provided under Section 3.4 or 3.5
above. If the indemnifying party so elects within a reasonable time after
receipt of such notice, the indemnifying party may assume the defense of such
action or proceeding at such indemnifying party's own expense with counsel
chosen by the indemnifying party and approved by the indemnified party, which
approval shall not be unreasonably withheld; provided, however, that the
indemnifying party will not settle any such action or proceeding without the
written consent of the indemnified party unless, as a condition to such
settlement, the indemnifying party secures the unconditional release of the
indemnified party; and provided further, that if the indemnified party
reasonably determines that a conflict of interest exists where it is advisable
for the indemnified party to be represented by separate counsel or that, upon
advice of counsel, there may be legal defenses available to it which are
different from or in addition to those available to the indemnifying party, then
the indemnifying party shall not be entitled to assume such defense and the
indemnified party shall be entitled to separate counsel at the indemnifying
party's expense. If the indemnifying party is not entitled to assume the defense
of such action or proceeding as a result of the second proviso to the preceding
sentence, the indemnifying party's counsel shall be entitled to conduct the
indemnifying party's defense and counsel for the indemnified party shall be
entitled to conduct the defense of the indemnified party, it being understood
that both such counsel will cooperate with each other to conduct the defense of
such action or proceeding as efficiently as possible. If the indemnifying party
is not so entitled to assume the defense of such action or does not assume such
defense, after having received the notice referred to in the first sentence of
this paragraph, the indemnifying party will pay the reasonable fees and expenses
of counsel for the indemnified party. In such event, however, the indemnifying
party will not be liable for any settlement effected without the written consent
of the indemnifying party. If an indemnifying party is entitled to assume, and
assumes, the defense of such action or proceeding in accordance with this
paragraph, the indemnifying party shall not be liable for any fees and expenses
of counsel for the indemnified party incurred thereafter in connection with such
action or proceeding.

      3.7 Contribution. In order to provide for just and equitable contribution
in circumstances in which the indemnity agreement provided for in Sections 3.4
and 3.5 above is for any reason held to be unenforceable by the indemnified
party although applicable in accordance with its terms, the Company and Holder
shall contribute to the aggregate losses, liabilities, claims, damages and
expenses of the nature contemplated by such indemnity agreement incurred by the
Company and Holder, (i) in such proportion as is appropriate to reflect the
relative fault of the Company on the one hand and Holder on the other, in
connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or expenses, or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative fault of but also the relative
benefits to the Company on the one hand and Holder on the other, in connection
with the statements or omissions which resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The relative benefits to the indemnifying party and indemnified party shall be
determined by reference to, among other things, the total proceeds received by
the indemnifying party and indemnified party in connection with the offering to
which such losses, claims, damages, liabilities or expenses relate. The relative
fault of the indemnifying party and indemnified party shall be determined by
reference to, among other things, whether the action in question, including any
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact, has been made by, or relates to information
supplied by, the indemnifying party or the indemnified party, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such action.

      The parties hereto agree that it would not be just or equitable if
contribution pursuant to this Section 3.7 were determined by pro rata allocation
or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 3.7, Holder shall not be required
to contribute any amount in excess of the amount of the total proceeds to Holder
from sales of the Registrable Securities of Holder under the Registration
Statement.

      Notwithstanding the foregoing, no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of
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such fraudulent misrepresentation. For purposes of this Section 3.7, each
person, if any, who controls Holder within the meaning of Section 15 of the
Securities Act shall have the same rights to contribution as Holder, and each
trustee/director of the Company, each officer of the Company who signed a
Registration Statement and each person, if any, who controls the Company within
the meaning of Section 15 of the Securities Act shall have the same rights to
contribution as the Company.

SECTION 4. EXPENSES

      The Company shall pay all expenses incident to the performance by it of
its registration obligations under Sections 2 and 3, including (i) all stock
exchange, Commission and state securities registration, listing and filing fees,
(ii) all expenses incurred in connection with the preparation, printing and
distributing of any Issuer Registration Statement or Registration Statement and
Prospectus, and (iii) fees and disbursements of counsel for the Company and of
the independent public accountants of the Company. Holder shall be responsible
for the payment of any brokerage and sales commissions, fees and disbursements
of Holder's counsel, accountants and other advisors, and any transfer taxes
relating to the sale or disposition of the Registrable Securities by Holder
pursuant to Section 3 or otherwise.

SECTION 5. RULE 144 COMPLIANCE

      The Company covenants that it will use its best efforts to timely file the
reports required to be filed by the Company under the Securities Act and the
Exchange Act so as to enable Holder to sell Registrable Securities pursuant to
Rule 144 under the Securities Act. In connection with any sale, transfer or
other disposition by Holder of any Registrable Securities pursuant to Rule 144
under the Securities Act, the Company shall cooperate with Holder to facilitate
the timely preparation and delivery of certificates representing Registrable
Securities to be sold and not bearing any Securities Act legend, and enable
certificates for such Registrable Securities to be for such number of shares and
registered in such names as Holder may reasonably request at least ten (10)
Business Days prior to any sale of Registrable Securities hereunder.

SECTION 6. MISCELLANEOUS

      6.1 Integration; Amendment. This Agreement constitutes the entire
agreement among the parties hereto with respect to the matters set forth herein
and supersedes and renders of no force and effect all prior oral or written
agreements, commitments and understandings among the parties with respect to the
matters set forth herein. Except as otherwise expressly provided in this
Agreement, no amendment, modification or discharge of this Agreement shall be
valid or binding unless set forth in writing and duly executed by the Company
and Holder against whom such amendment, modification or discharge is sought to
be enforced.

      6.2 Waivers. No waiver by a party hereto shall be effective unless made in
a written instrument duly executed by the party against whom such waiver is
sought to be enforced, and only to the extent set forth in such instrument.
Neither the waiver by any of the parties hereto of a breach or a default under
any of the provisions of this Agreement, nor the failure of any of the parties,
on one or more occasions, to enforce any of the provisions of this Agreement or
to exercise any right or privilege hereunder shall thereafter be construed as a
waiver of any subsequent breach or default of a similar nature, or as a waiver
of any such provisions, rights or privileges hereunder.

      6.3 Assignment; Successors and Assigns. This Agreement and the rights
granted hereunder may not be assigned by Holder without the written consent of
the Company; provided, however, that Holder may assign its rights and
obligations hereunder, following at least ten (10) days' prior written notice to
the Company, (i) to the direct equity owners (e.g., partners or members) or
beneficiaries in connection with a distribution of Holder's Units to its equity
owners or beneficiaries and (ii) to a permitted transferee in connection with a
transfer of such Holder's Units in accordance with the terms of the Partnership
Agreement, if, in the case of (i) and (ii) above, such persons agree in writing
to be bound by all of the
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provisions hereof. This Agreement shall inure to the benefit of and be binding
upon the successors and permitted assigns of all of the parties hereto.

      6.4 Burden and Benefit. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, executors,
personal and legal representatives, successors and, subject to Section 6.3
above, assigns.

      6.5 Notices. All notices called for under this Agreement shall be in
writing and shall be deemed given upon receipt if delivered personally or by
facsimile transmission and followed promptly by mail, or mailed by registered or
certified mail (return receipt requested), postage prepaid, to the parties at
the addresses set forth above, or to any other address or addressee as any party
entitled to receive notice under this Agreement shall designate, from time to
time, to others in the manner provided in this Section 6.5 for the service of
notices; provided, however, that notices of a change of address shall be
effective only upon receipt thereof. Any notice delivered to the party hereto to
whom it is addressed shall be deemed to have been given and received on the day
it was received; provided, however, that if such day is not a Business Day then
the notice shall be deemed to have been given and received on the Business Day
next following such day and if any party rejects delivery of any notice
attempted to be given hereunder, delivery shall be deemed given on the date of
such rejection. Any notice sent by facsimile transmission shall be deemed to
have been given and received on the Business Day next following the
transmission.

      6.6 Specific Performance. The parties hereto acknowledge that the
obligations undertaken by them hereunder are unique and that there would be no
adequate remedy at law if any party fails to perform any of its obligations
hereunder, and accordingly agree that each party, in addition to any other
remedy to which it may be entitled at law or in equity, shall be entitled to (i)
compel specific performance of the obligations, covenants and agreements of any
other party under this Agreement in accordance with the terms and conditions of
this Agreement and (ii) obtain preliminary injunctive relief to secure specific
performance and to prevent a breach or contemplated breach of this Agreement in
any court of the United States or any State thereof having jurisdiction.

      6.7 Governing Law. This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the State of Maryland, but not
including the choice of law rules thereof.

      6.8 Headings. Section and subsection headings contained in this Agreement
are inserted for convenience of reference only, shall not be deemed to be a part
of this Agreement for any purpose, and shall not in any way define or affect the
meaning, construction or scope of any of the provisions hereof.

      6.9 Pronouns. All pronouns and any variations thereof shall be deemed to
refer to the masculine, feminine, neuter, singular or plural, as the identity of
the person or entity may require.

      6.10 Execution in Counterparts. To facilitate execution, this Agreement
may be executed in as many counterparts as may be required. It shall not be
necessary that the signature of or on behalf of each party appears on each
counterpart, but it shall be sufficient that the signature of or on behalf of
each party appears on one or more of the counterparts. All counterparts shall
collectively constitute a single agreement. It shall not be necessary in any
proof of this Agreement to produce or account for more than a number of
counterparts containing the respective signatures of or on behalf of all of the
parties.

      6.11 Severability. If fulfillment of any provision of this Agreement, at
the time such fulfillment shall be due, shall transcend the limit of validity
prescribed by law, then the obligation to be fulfilled shall be reduced to the
limit of such validity; and if any clause or provision contained in this
Agreement operates or would operate to invalidate this Agreement, in whole or in
part, then such clause or provision only shall be held ineffective, as though
not herein contained, and the remainder of this Agreement shall remain operative
and in full force and effect.
<PAGE>
      IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be duly executed on its behalf as of the date first hereinabove set forth.

                               VORNADO REALTY TRUST

                               By:    /s/ Michael Fascitelli

                               Name:  Michael Fascitelli
                               Title: President

                               GOULD INVESTORS, L.P.

                               By:   Georgetown Partners, Inc., general partner

                                     By:    /s/ Simeon Brinberg

                                     Name:  Simeon Brinberg
                                     Title: Senior Vice President