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                                                                    Exhibit 10.1


                               PURCHASE AGREEMENT

         This Purchase Agreement (this "Agreement"), dated as of December 30,
2002, is by and among Kramont Realty Trust, a Maryland real estate investment
trust (the "Seller") and Teachers Insurance and Annuity Association of America
("TIAA"), TIAA-CREF Real Estate Securities Fund and TIAA Life Real Estate
Securities Fund, which funds are acting through their investment manager,
Teachers Advisors, Inc., (each a "Purchaser" and collectively the "Purchasers"),
and Teachers Advisors, Inc. and Kensington Investment Group, Inc. (each an
"Investment Advisor") entering into this Agreement on behalf of themselves (as
to paragraph 4 of this Agreement) and each of the funds listed under their
respective names on SCHEDULE A.

         WHEREAS, the Purchasers desire to purchase from the Seller, and the
Seller desires to issue and sell to the Purchasers, in the aggregate 2,090,000
common shares of the Seller, par value $0.01 per share (the "Shares"), with the
number of Shares acquired by each Purchaser set forth on Schedule A.

         NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:

         1. Purchase and Sale. Subject to the terms and conditions hereof, the
Purchasers hereby agree to purchase from the Seller, and the Seller agrees to
issue and sell to the Purchasers, the Shares at a price per share of $14.35 for
an aggregate purchase amount of $29,991,500 (the "Purchase Price").

         2. Representations and Warranties of Purchaser. Each Purchaser
represents and warrants with respect to itself that:

            (a) Due Authorization. Such Purchaser is duly authorized to purchase
      the Shares. This Agreement has been duly authorized, executed and
      delivered by such Purchaser and constitutes a legal, valid and binding
      agreement of such Purchaser, enforceable against such Purchaser in
      accordance with its terms except as may be limited by (i) the effect of
      bankruptcy, insolvency, reorganization, moratorium or other similar laws
      relating to or affecting the rights or remedies of creditors or (ii) the
      effect of general principles of equity, whether enforcement is considered
      in a proceeding in equity or at law and the discretion of the court before
      which any proceeding therefor may be brought.

            (b) Prospectus and Prospectus Supplement. Such Purchaser has
      received a copy of the Seller's Basic Prospectus dated April 3, 2002, and
      Prospectus Supplement dated December 30, 2002 (each as defined below).


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            (c) Ownership of Shares of Beneficial Interest. As of the date
      hereof, none of the Purchasers, together with its respective subsidiaries
      and affiliates, owns 5% or more of the issued and outstanding shares of
      beneficial interest of the Company.

      3. Representations and Warranties of Seller. The Seller represents and
warrants that:

            (a) The Seller meets the requirements for use of Form S-3 under the
      Securities Act of 1933, as amended (the "Act"). The Seller's Registration
      Statement (as defined below) was declared effective by the by the SEC (as
      defined below) and the Seller has filed such post-effective amendments
      thereto as may be required prior to the execution of this Agreement and
      each such post-effective amendment became effective. The SEC has not
      issued, and to the Seller's knowledge, the SEC does not intend nor has it
      threatened to issue, a stop order with respect to the Registration
      Statement, nor has it otherwise suspended or withdrawn the effectiveness
      of the Registration Statement, either temporarily or permanently, nor, to
      the Seller's knowledge, does it intend or has it threatened to do so. On
      the effective date, (i) the Registration Statement complied in all
      material respects with the requirements of the Act and the rules and
      regulations promulgated under the Act (the "Regulations"); at the
      effective date the Basic Prospectus (as defined below) complied, and at
      the Closing the Prospectus (as defined below) will comply, in all material
      respects with the requirements of the Act and the Regulations; and (ii)
      the Registration Statement at the effective date and as amended or
      supplemented on the date hereof and at the Closing did not, does not and
      will not contain an untrue statement of a material fact or omit to state a
      material fact required to be stated therein or necessary to make the
      statements therein not misleading; and the Prospectus as of any such time,
      did not, does not and will not include an untrue statement of a material
      fact or omit to state a material fact necessary in order to make the
      statements therein, in the light of the circumstances under which they
      were made, not misleading; provided, however, that the representations and
      warranties in this subsection shall not apply to statements in or
      omissions from the Prospectus made in reliance upon and in conformity with
      information furnished to the Seller in writing by any of the Purchasers,
      Cohen & Steers Capital Advisors, LLC, in its capacity as placement agent,
      and the Seller, and their respective affiliates, expressly for use in the
      Prospectus. As used in this Agreement, the term "Registration Statement"
      means the "shelf" registration statement on Form S-3 (File No. 333-85424)
      as declared effective by the Securities and Exchange Commission (the
      "SEC"), including exhibits, financial statements, schedules and documents
      incorporated by reference therein. The term "Basic Prospectus" means the
      prospectus included in the Registration Statement. The term "Prospectus
      Supplement" means the prospectus supplement specifically relating to the
      Securities as shall be filed with the SEC pursuant to Rule 424 under the
      Act in connection with the sale of the Shares hereunder. The term
      "Prospectus" means the


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      Basic Prospectus and the Prospectus Supplement. Any reference in this
      Agreement to the Registration Statement or the Prospectus shall be deemed
      to refer to and include the documents incorporated by reference therein as
      of the date hereof or the date of the Prospectus, as the case may be, and
      any reference herein to any amendment or supplement to the Registration
      Statement or the Prospectus shall be deemed to refer to and include any
      documents filed after such date and through the date of such amendment or
      supplement under the Securities Exchange Act of 1934, as amended (the
      "Exchange Act") and so incorporated by reference.

            (b) Since the date as of which information is given in the
      Registration Statement and the Prospectus, except as otherwise stated
      therein, (A) there has been no material adverse change or any development
      involving a prospective material adverse change in or affecting the
      condition, financial or otherwise, or in the earnings, business affairs or
      business prospects of the Seller and the subsidiaries of the Seller, if
      any (the "Subsidiaries") considered as one enterprise, whether or not
      arising in the ordinary course of business, (B) there have been no
      transactions entered into by the Seller or any of its Subsidiaries, other
      than those in the ordinary course of business, which are material with
      respect to the Seller and its Subsidiaries considered as one enterprise,
      and (C) other than regular quarterly dividends, there has been no dividend
      or distribution of any kind declared, paid or made by the Seller on any
      class of its shares of beneficial interest.

            (c) The Seller has been duly organized as a real estate investment
      trust and is validly existing in good standing under the laws of the State
      of Maryland. Each of the Subsidiaries of the Seller has been duly
      organized and is validly existing in good standing under the laws of its
      jurisdiction of organization. Each of the Seller and its Subsidiaries has
      the required power and authority to own and lease its properties and to
      conduct its business as described in the Prospectus; and each of the
      Seller and its Subsidiaries is duly qualified to transact business in each
      jurisdiction in which such qualification is required, whether by reason of
      the ownership or leasing of property or the conduct of business, except
      where the failure to so qualify would not have a material adverse effect
      on the condition, financial or otherwise, or the earnings, business
      affairs or business prospects of the Seller and its Subsidiaries
      considered as one enterprise.

            (d) As of the date hereof, the authorized capital stock of the
      Company consisted of 96,683,845 common shares and 3,316,155 preferred
      shares of beneficial interest, par value $.01 per share, of which
      21,265,985 common shares, 1,183,240 9.75% Series B-1 Cumulative
      Convertible Preferred Shares and 1,653,200 Series D Cumulative Redeemable
      Preferred Shares ("Series D Preferred Shares"), are issued and
      outstanding, and 146,800 Series D Preferred Shares are held in treasury,
      as of such date.


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      The issued and outstanding shares of beneficial interest of Seller have
      been duly authorized and validly issued and are fully paid and
      non-assessable; the Shares have been duly authorized, and when issued and
      delivered as contemplated hereby, will be validly issued, fully paid and
      non-assessable and will be listed, subject to notice of issuance, on the
      New York Stock Exchange, effective as of the Closing; the Shares and the
      shares of beneficial interest of the Seller conform to all statements
      relating thereto contained in the Prospectus; and the issuance of the
      Shares is not subject to preemptive or other similar rights.

            (e) Neither the Seller nor any of its Subsidiaries is in violation
      of its organizational documents or in default in the performance or
      observance of any material obligation, agreement, covenant or condition
      contained in any contract, indenture, mortgage, loan agreement, note,
      lease or other instrument or agreement to which the Seller or any of its
      Subsidiaries is a party or by which it or any of them may be bound, or to
      which any of the property or assets of the Seller or any of its
      Subsidiaries is subject where such violation or default would have a
      material adverse effect on the condition, financial or otherwise, or the
      earnings, business affairs or business prospects of the Seller and its
      Subsidiaries considered as one enterprise; and, the execution, delivery
      and performance of this Agreement, and the issuance and delivery of the
      Shares and the consummation of the transactions contemplated herein have
      been duly authorized by all necessary action and will not conflict with or
      constitute a material breach of, or default under, or result in the
      creation or imposition of any lien, charge or encumbrance upon any
      property or assets of the Seller or any of its Subsidiaries pursuant to,
      any contract, indenture, mortgage, loan agreement, note, lease or other
      instrument or agreement to which the Seller or any of its Subsidiaries is
      a party or by which it or any of them may be bound, or to which any of the
      property or assets of the Seller or any of its Subsidiaries is subject,
      nor will any such action result in any violation of the provisions of the
      Amended and Restated Declaration of Trust, by-laws or other organizational
      documents of the Seller or any of its Subsidiaries or any applicable law,
      administrative regulation or administrative or court decree.

            (f) The Seller is organized in conformity with the requirements for
      qualification and, as of the date hereof and as of the Closing, operates
      in a manner that qualifies it as a "real estate investment trust" under
      the Internal Revenue Code of 1986, as amended, and the rules and
      regulations thereunder and will be so qualified after giving effect to the
      sale of the Shares.

            (g) The Seller is not required to be registered under the Investment
      Company Act of 1940, as amended.


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            (h) There is no action, suit or proceeding before or by any court or
      governmental agency or body, domestic or foreign, now pending, or, to the
      knowledge of the Seller, threatened or contemplated, against or affecting
      the Seller or any of its Subsidiaries, which is required to be disclosed
      in the Prospectus (other than as disclosed therein), or which might result
      in any material adverse change in the condition, financial or otherwise,
      or in the earnings, business affairs or business prospects of the Seller
      and its Subsidiaries considered as one enterprise, or which might
      materially and adversely affect their respective property or assets or
      which might materially and adversely affect the consummation of this
      Agreement; all pending legal or governmental proceedings to which the
      Seller or any of its Subsidiaries is a party or of which any of their
      respective property or assets is the subject which are not described in
      the Prospectus, including ordinary routine litigation incidental to its
      business, are, considered in the aggregate, not material to the business
      of the Seller and its Subsidiaries considered as one enterprise.

            (i) No authorization, approval or consent of any court or United
      States federal or state governmental authority or agency is necessary in
      connection with the sale of the Shares hereunder, except such as may be
      required under the Act or the Regulations or state securities laws or real
      estate syndication laws.

            (j) The Seller and its Subsidiaries possess such material
      certificates, authorities or permits issued by the appropriate state,
      federal or foreign regulatory agencies or bodies necessary to conduct the
      business now conducted by them, and neither the Seller nor any of its
      Subsidiaries has received any notice of proceedings relating to the
      revocation or modification of any such certificate, authority or permit
      which, singly or in the aggregate, if the subject of an unfavorable
      decision, ruling or finding, would materially and adversely affect the
      condition, financial or otherwise, or the earnings, business affairs or
      business prospects of the Seller and its subsidiaries considered as one
      enterprise, nor, to the knowledge of the Seller, are any such proceedings
      threatened or contemplated.

            (k) The Seller has full power and authority to enter into this
      Agreement, and this Agreement has been duly authorized, executed and
      delivered by the Seller and constitutes a legal, valid and binding
      agreement of Seller, enforceable against Seller in accordance with its
      terms except as may be limited by (i) the effect of bankruptcy,
      insolvency, reorganization, moratorium or other similar laws relating to
      or affecting the rights or remedies of creditors or (ii) the effect of
      general principles of equity, whether enforcement is considered in a
      proceeding in equity or at law and the discretion of the court before
      which any proceeding therefor may be brought.


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            (l) The Seller has good and marketable title to all of the
      properties and assets reflected in the audited financial statements
      contained in the Prospectus, subject to no lien, mortgage, pledge or
      encumbrance of any kind except those reflected in such financial
      statements (or as otherwise described in the Prospectus) or which are not
      material or which constitute customary provisions of mortgage loans
      secured by the Seller's properties creating obligations of the Seller with
      respect to proceeds of the properties, environmental liabilities and other
      customary protections for the mortgagees.

      4. Representation and Warranty of the Investment Advisors. To induce
Seller to enter into this Agreement, each of the Investment Advisors hereby
represents and warrants that:

            (a) It is an investment adviser duly registered with the Securities
      and Exchange Commission under the Investment Advisers Act of 1940.

            (b) It has been duly authorized to act as investment advisor on
      behalf of each of the funds listed as Purchaser under its name on Schedule
      A hereto.

            (c) It has the power and authority to enter into and execute this
      Agreement on behalf of each of the funds listed as Purchaser under its
      name on Schedule A hereto.

            (d) This Agreement has been duly executed and delivered by it and
      constitutes a legal, valid and binding agreement of such Investment
      Advisor, enforceable against it in accordance with its terms except as may
      be limited by (i) the effect of bankruptcy, insolvency, reorganization,
      moratorium or other similar laws relating to or affecting the rights or
      remedies of creditors or (ii) the effect of general principles of equity,
      whether enforcement is considered in a proceeding in equity or at law and
      the discretion of the court before which any proceeding therefor may be
      brought.

      5. Conditions to Obligations of the Parties. As a condition to Closing,
(i) each of the representations and warranties of the parties hereto shall be
true and correct in all respects, (ii) the New York Stock Exchange shall have
approved the Shares for listing upon notice of issuance, (iii) the Purchasers
shall have received an opinion from Ballard Spahr Andrews & Ingersoll, LLP,
dated as of December 31, 2002, substantially in the form attached hereto as
Exhibit A, (iv) the Purchasers shall have received an opinion from Proskauer
Rose LLP, dated as of December 31, 2002, substantially in the form attached
hereto as Exhibit B, (v) the Purchasers shall have received an opinion from the
general counsel of Seller, dated as of  December 31, 2002, substantially in the
form attached hereto as Exhibit C, and (vi) the Purchasers shall have received a
comfort letter from BDO Seidman, LLP, dated as of December 31, 2002,
substantially in the form attached hereto as Exhibit D.


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      6. Closing. Provided that the conditions set forth in Section 5 hereto
have been met or waived at such time, the transactions contemplated hereby shall
be consummated in two parts on December 31, 2002 and on January 2, 2003, or at
such other time and date as the parties hereto shall agree (each such time and
date of payment and delivery being herein called the "Closing"). At the Closing,
settlement shall occur through Jeffries & Company, or an affiliate thereof, on a
delivery versus payment basis through the DTC ID System.

      7. Governing Law. This Agreement shall be construed in accordance with and
governed by the substantive laws of the State of New York, without regard to
conflict of laws principles.

      8. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and may be
amended only in a writing that is executed by each of the parties hereto.

      9. Counterparts. This Agreement may be executed in separate counterparts,
each of which shall be deemed an original, and all of which together shall be
deemed to constitute one and the same instrument.


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      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.

                               KRAMONT REALTY TRUST


                               By: /s/ Louis P. Meshon, Sr.
                                   --------------------------------------------
                                   Name: Louis P. Meshon, Sr.
                                   Title: President, Chief Executive Officer and
                                   Trustee


                               TEACHERS INSURANCE AND ANNUITY
                                 ASSOCIATION OF AMERICA


                               By: /s/ Andrew J. Duffy
                                   -------------------------------------------
                                   Name: Andrew J. Duffy
                                   Title: Managing Director

                               KENSINGTON INVESTMENT GROUP, INC., on behalf of
                               itself (solely with respect to paragraph 4) and
                               each Purchaser set forth under its name on
                               Schedule A


                               By: /s/ Paul Gray
                                   ---------------------------------------------
                                   Name: Paul Gray
                                   Title: Portfolio Manager, Executive Vice
                                   President

                               TEACHERS ADVISORS, INC., on behalf of itself
                               (solely with respect to paragraph 4) and each
                               Purchaser set forth under its name on Schedule A


                               By: /s/ Andrew J. Duffy
                                   ---------------------------------------------
                                   Name: Andrew J. Duffy
                                   Title: Managing Director


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                                   SCHEDULE A
NAME OF PURCHASER:                                           NUMBER OF SHARES

KENSINGTON INVESTMENT GROUP, INC.

     Kensington Strategic Realty Fund                                500,000
     Archon Partners LP                                               20,000
     Condor Partners LP                                               30,000
                                                                  ----------
             Total                                                   550,000

TIAA-CREF

Traunche A - 12/31/02 Closing

           Teachers Insurance and Annuity
           Association of America                                  1,115,000
           TIAA-CREF Real Estate Securities Fund                     105,000
           TIAA Life Real Estate Securities Fund                      40,000
                                                                   ---------
                     Total                                         1,260,000


Traunche B -  1/02/03 Closing

           Teachers Insurance and Annuity
           Association of America                                    280,000