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                                                                   EXHIBIT 10.84

                              KRAMONT REALTY TRUST

                             1997 STOCK OPTION PLAN

            (FORMERLY THE DREXEL REALTY INC. 1997 STOCK OPTION PLAN)

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                                    TABLE OF CONTENTS
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ARTICLE I.      PURPOSE..........................................................      1

ARTICLE II.     DEFINITIONS......................................................      1

ARTICLE III.    ADMINISTRATION...................................................      4

ARTICLE IV.     SHARE AND OTHER LIMITATIONS......................................      6

ARTICLE V.      ELIGIBILITY......................................................      8

ARTICLE VI.     STOCK OPTION GRANTS..............................................      8

ARTICLE VII.    NON-TRANSFERABILITY..............................................      12

ARTICLE VIII.   CHANGE IN CONTROL PROVISIONS.....................................      12

ARTICLE IX.     TERMINATION OR AMENDMENT OF THE PLAN.............................      14

ARTICLE X.      UNFUNDED PLAN....................................................      15

ARTICLE XI.     GENERAL PROVISIONS...............................................      15

ARTICLE XII.    EFFECTIVE DATE OF PLAN...........................................      17

ARTICLE XIII.   TERM OF PLAN.....................................................      18

ARTICLE XIV.    NAME OF PLAN.....................................................      18
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                              KRAMONT REALTY TRUST
                             1997 STOCK OPTION PLAN

                                   ARTICLE I.

                                     PURPOSE

         The purpose of the Kramont Realty Trust 1997 Stock Option Plan (the
"Plan") is to enhance the profitability and value of Kramont Realty Trust (the
"Company") by enabling the Company to offer Stock Options (as defined herein) to
employees of the Company or a Designated Subsidiary and to non-employee
directors of the Company, thereby creating a means to raise the level of stock
ownership by the employees and non-employee directors in order to attract,
retain and reward such individuals. The Plan was formerly known as the Drexel
Realty Inc. 1997 Stock Option Plan. As a result of the merger of CV Reit, Inc.
into the Company pursuant to an Agreement and Plan of Reorganization and Merger
among Kranzco Realty Trust, KRT Trust and CV Reit, Inc., dated as of December
10, 1999, as amended (the "Reorganization Agreement") the Company assumed the
Drexel Realty Inc. 1997 Stock Option Plan.

                                   ARTICLE II.

                                   DEFINITIONS

         For purposes of this Plan, the following terms shall have the following
meanings:

                  2.1.     "Board" shall mean the Board of Trustees of the
         Company.

                  2.2.     "Cause" shall mean, with respect to a Participant's
         Termination of Employment, unless otherwise determined by the Committee
         at grant, or, if no rights of the Participant are reduced, thereafter,
         termination due to a Participant's dishonesty, fraud, insubordination,
         willful misconduct, refusal to perform services (for any reason other
         than illness or incapacity) or materially unsatisfactory performance of
         his or her duties for the Company or a Subsidiary, as determined by the
         Committee in its sole discretion. With respect to a Participant's
         Termination of Directorship, cause shall mean an act or failure to act
         that constitutes "cause" for removal of a director under applicable
         law.

                  2.3.     "Code" shall mean the Internal Revenue Code of 1986,
         as amended. Any reference to any section of the Code shall also be a
         reference to any successor provision.

                  2.4.     "Committee" shall mean a committee of the Board
         appointed from time to time by the Board, which committee shall be
         intended to consist of two or more non-employee directors. In the event
         that no Committee exists which has the authority to administer this
         Plan, the functions of the Committee shall be exercised by the Board.
         Notwithstanding the foregoing, with respect to grants of Options to
         non-employee

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         directors and any action hereunder relating to Options held by
         non-employee directors, the Committee shall mean the Board.

                  2.5.     "Common Shares" shall mean the Common Shares of
         Beneficial Interest of the Company.

                  2.6.     "Company" shall mean Kramont Realty Trust, a Maryland
         real estate investment trust.

                  2.7.     "Designated Subsidiary" shall mean Kramont Operating
         Partnership, L.P. and any other Subsidiary which has been designated
         from time to time by the Board to participate in the Plan.

                  2.8.     "Disability" shall mean total and permanent
         disability, as defined in Section 22(e)(3) of the Code.

                  2.9.     "Effective Date" shall have the meaning set forth in
         Article XII.

                  2.10.    "Eligible Employees" shall mean the employees of the
         Company or a Designated Subsidiary who are eligible pursuant to Section
         5.1 to be granted Options under this Plan, as determined by the
         Committee in its sole discretion.

                  2.11.    "Exchange Act" shall mean the Securities Exchange Act
         of 1934, as amended.

                  2.12.    "Fair Market Value" shall mean, for purposes of this
         Plan, unless otherwise required by any applicable provision of the Code
         or any regulations issued thereunder, as of any date, the last sales
         price reported for the Common Shares on the applicable date: (i) as
         reported by the principal national securities exchange in the United
         States on which it is then traded, or (ii) if not traded on any such
         national securities exchange, as quoted on an automated quotation
         system sponsored by the National Association of Securities Dealers. If
         the Common Shares are not readily tradable on a national securities
         exchange or any system sponsored by the National Association of
         Securities Dealers, its Fair Market Value shall be set in good faith by
         the Committee on the advice of a registered investment adviser (as
         defined under the Investment Advisers Act of 1940). For purposes of the
         grant of any Stock Option, the applicable date shall be the date for
         which the last sales price is available at the time of grant.

                  2.13.    "Good Reason" shall mean, with respect to a
         Participant's Termination of Employment, unless otherwise determined by
         the Committee at grant, or, if no rights of the Participant are
         reduced, thereafter, a voluntary termination due to "good reason," as
         the Committee, in its sole discretion decides to treat as a Good Reason
         termination.

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                  2.14.    "Participant" shall mean the following persons to
         whom an Option has been granted pursuant to this Plan: Eligible
         Employees of the Company or a Designated Subsidiary and non-employee
         directors of the Company.

                  2.15.    "Retirement" with respect to a Participant's
         Termination of Employment shall mean a Termination of Employment
         without Cause or for Good Reason from the Company and/or a Subsidiary
         by a Participant who has attained (i) at least age 65; or (ii) such
         earlier date after age 55 as approved by the Committee with regard to
         such Participant. With respect to a Participant's Termination of
         Directorship, Retirement shall mean the failure to stand for reelection
         or the failure to be reelected after a Participant has attained age
         sixty-five (65).

                  2.16.    "Stock Option" or "Option" shall mean any Option to
         purchase Common Shares granted to Eligible Employees or non-employee
         directors pursuant to Article VI.

                  2.17.    "Subsidiary" shall mean, other than the Company, (i)
         any corporation in an unbroken chain of corporations beginning with the
         Company which owns stock possessing fifty percent (50%) or more of the
         total combined voting power of all classes of stock in one of the other
         corporations in such chain; (ii) any corporation or trade or business
         (including, without limitation, a partnership or limited liability
         company) which is controlled fifty percent (50%) or more (whether by
         ownership of stock, assets or an equivalent ownership interest) by the
         Company or one of its Subsidiaries; or (iii) any other entity in which
         the Company or any of its Subsidiaries has a direct or indirect equity
         or other ownership interest as determined by the Committee in its sole
         discretion.

                  2.18.    "Termination of Directorship" shall mean, with
         respect to a non-employee director, that the non-employee director has
         ceased to be a director of the Company for any reason.

                  2.19.    "Termination of Employment" shall mean: (i) a
         termination of service (for reasons other than a military or personal
         leave of absence granted by the Company or a Subsidiary) of a
         Participant from the Company and its Subsidiaries; or (ii) when an
         entity which is employing a Participant ceases to be a Subsidiary,
         unless the Participant thereupon becomes employed by the Company or
         another Subsidiary.

                  2.20.    "Transfer" or "Transferred" shall mean to anticipate,
         alienate, attach, sell, assign, pledge, encumber, charge or otherwise
         transfer.

                                  ARTICLE III.

                                 ADMINISTRATION

         3.1.     The Committee. This Plan shall be administered and interpreted
by the Committee.

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         3.2.     Stock Option Grants. The Committee shall have full authority
to grant, pursuant to the terms of this Plan (including Article V hereof), Stock
Options to Eligible Employees or non-employee directors. In particular, the
Committee shall have the authority:

                  (a)      to select the Eligible Employees and non-employee
         directors to whom Stock Options may from time to time be granted
         hereunder;

                  (b)      to determine whether and to what extent Stock Options
         are to be granted hereunder to one or more Eligible Employees or
         non-employee directors;

                  (c)      to determine, in accordance with the terms of this
         Plan, the number of Common Shares to be covered by each Option granted
         to an Eligible Employee or non-employee director hereunder;

                  (d)      to determine the terms and conditions, not
         inconsistent with the terms of this Plan, of any Option granted
         hereunder to an Eligible Employee or non-employee director (including,
         but not limited to, the exercise or purchase price (if any), any
         restriction or limitation, any vesting schedule or acceleration thereof
         or any forfeiture restrictions or waiver thereof, regarding any Stock
         Option, and the Common Shares relating thereto, based on such factors,
         if any, as the Committee shall determine, in its sole discretion);

                  (e)      to determine whether and under what circumstances a
         Stock Option may be settled in cash and/or Common Shares under Section
         6.3(d);

                  (f)      to determine whether, to what extent and under what
         circumstances to provide loans (which may be on a recourse basis and
         shall bear interest at the rate the Committee shall provide) to
         Eligible Employees or non-employee directors in order to exercise
         Options under the Plan;

                  (g)      to determine whether to require Eligible Employees or
         non-employee directors, as a condition of the granting of any Option,
         to not sell or otherwise dispose of shares acquired pursuant to the
         exercise of the Option for a period of time as determined by the
         Committee, in its sole discretion, following the date of the
         acquisition of such Option; and

                  (h)      to modify, extend or renew an Option, subject to
         Article IX herein, provided, however, that if an Option is modified,
         extended or renewed and thereby deemed to be the issuance of a new
         Option under the Code or the applicable accounting rules, the exercise
         price of an Option may continue to be the original exercise price even
         if less than the Fair Market Value of the Common Shares at the time of
         such modification, extension or renewal.

         3.3.     Guidelines. Subject to Article IX hereof, the Committee shall
have the authority to adopt, alter and repeal such administrative rules,
guidelines and practices governing this Plan and perform all acts, including the
delegation of its administrative responsibilities, as it shall, from

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time to time, deem advisable; to construe and interpret the terms and provisions
of this Plan and any Option issued under this Plan (and any agreements relating
thereto); and to otherwise supervise the administration of this Plan. The
Committee may correct any defect, supply any omission or reconcile any
inconsistency in this Plan or in any agreement relating thereto in the manner
and to the extent it shall deem necessary to carry this Plan into effect. The
Committee may adopt special guidelines and provisions for persons who are
residing in, or subject to, the taxes of, countries other than the United States
to comply with applicable tax and securities laws.

         3.4.     Decisions Final. Any decision, interpretation or other action
made or taken in good faith by or at the direction of the Company, the Board, or
the Committee (or any of its members) arising out of or in connection with this
Plan shall be within the absolute discretion of the Company, the Board or the
Committee, as the case may be, and shall be final, binding and conclusive on the
Company, Subsidiaries and all employees and Participants and their respective
heirs, executors, administrators, successors and assigns.

         3.5.     Reliance on Counsel. The Company, the Board or the Committee
may consult with legal counsel, who may be counsel for the Company or other
counsel, with respect to its obligations or duties hereunder, or with respect to
any action or proceeding or any question of law, and shall not be liable with
respect to any action taken or omitted by it in good faith pursuant to the
advice of such counsel.

         3.6.     Procedures. If the Committee is appointed, the Board shall
designate one of the members of the Committee as chairman and the Committee
shall hold meetings, subject to the By-Laws of the Company, at such times and
places as the Committee shall deem advisable. A majority of the Committee
members shall constitute a quorum. All determinations of the Committee shall be
made by a majority of its members. Any decision or determination reduced to
writing and signed by all the Committee members in accordance with the By-Laws
of the Company shall be fully as effective as if it had been made by a vote at a
meeting duly called and held. The Committee may keep minutes of its meetings and
may make such rules and regulations for the conduct of its business as it shall
deem advisable.

         3.7.     Designation of Consultants/Liability.

                  (a)      The Committee may designate employees of the Company
         and professional advisors to assist the Committee in the administration
         of this Plan and may grant authority to employees to execute agreements
         or other documents on behalf of the Committee.

                  (b)      The Committee may employ such legal counsel,
         consultants and agents as it may deem desirable for the administration
         of this Plan and may rely upon any opinion received from any such
         counsel or consultant and any computation received from any such
         consultant or agent. Expenses incurred by the Committee or the Board in
         the engagement of any such counsel, consultant or agent shall be paid
         by the Company. The Committee, its members and any person designated
         pursuant to Section 3.7(a) shall not be liable for any action or
         determination made in good faith with respect to this Plan. To

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         the maximum extent permitted by applicable law, no officer or former
         officer of the Company or member or former member of the Committee or
         of the Board shall be liable for any action or determination made in
         good faith with respect to this Plan or any Option granted under it. To
         the maximum extent permitted by applicable law and the Declaration of
         Trust and By-Laws of the Company and to the extent not covered by
         insurance, each officer or former officer and member or former member
         of the Committee or of the Board shall be indemnified and held harmless
         by the Company against any cost or expense (including reasonable fees
         of counsel reasonably acceptable to the Company) or liability
         (including any sum paid in settlement of a claim with the approval of
         the Company), and advanced amounts necessary to pay the foregoing at
         the earliest time and to the fullest extent permitted, arising out of
         any act or omission to act in connection with this Plan, except to the
         extent arising out of such officer's or former officer's, member's or
         former member's own fraud or bad faith. Such indemnification shall be
         in addition to any rights of indemnification the officers, directors or
         members or former officers, directors or members may have under
         applicable law or under the Declaration of Trust or By-Laws of the
         Company. Notwithstanding anything else herein, this indemnification
         will not apply to the actions or determinations made by an individual
         with regard to Options granted to him or her under this Plan.

                                   ARTICLE IV.

                           SHARE AND OTHER LIMITATIONS

         4.1.     Share Limitation.

                  The aggregate number of Common Shares which may be issued
under this Plan shall not exceed 400,000 shares (subject to any increase or
decrease pursuant to Section 4.2) which may be either authorized and unissued
Common Shares or Common Shares held in or acquired for the treasury of the
Company or Common Shares held by the Company. If any Option granted under this
Plan expires, terminates or is canceled for any reason without having been
exercised in full or the Company repurchases any Option pursuant to Section
6.3(e), the number of Common Shares underlying the repurchased Option, and/or
the number of Common Shares underlying any unexercised Stock Option shall again
be available for the purposes of awards under this Plan.

            4.2. Changes.

                  (a)      The existence of this Plan and the Options granted
         hereunder shall not affect in any way the right or power of the
         Company, the board or the shareholders of the Company to make or
         authorize any adjustment, recapitalization, reorganization or other
         change in the Company's capital structure or its business, any merger
         or consolidation of the Company or Subsidiaries, any issue of bonds,
         debentures, preferred or prior preference stock ahead of or affecting
         Common Shares, the authorization or issuance of

                                       6
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         additional Common Shares, the dissolution or liquidation of the
         Company, any sale or transfer of all or part of its assets or business
         or any other corporate act or proceeding.

                  (b)      In the event of any change in the capital structure
         or business of the Company by reason of any stock dividend or
         extraordinary dividend, stock split or reverse stock split,
         recapitalization, reorganization, merger, consolidation, or exchange of
         shares, distribution with respect to its outstanding Common Shares or
         capital stock other than Common Shares, reclassification of its capital
         stock, any sale or transfer of all or part of the Company's assets or
         business, or any similar change affecting the Company's capital
         structure or business and the Committee determines an adjustment is
         appropriate under this Plan, then the aggregate number and kind of
         shares which thereafter may be issued under this Plan, the number and
         kind of shares or other property (including cash) to be issued upon
         exercise of an outstanding Option granted under this Plan and the
         purchase or exercise price thereof may be appropriately adjusted
         consistent with such change in such manner as the Committee may deem
         equitable to prevent substantial dilution or enlargement of the rights
         granted to, or available for, Participants under this Plan or as
         otherwise necessary to reflect the change, and any such adjustment
         determined by the Committee in good faith shall be binding and
         conclusive on the Company and all Participants and employees and their
         respective heirs, executors, administrators, successors and assigns.

                  (c)      Fractional Common Shares resulting from any
         adjustment in Options pursuant to Section 4.2(a) or (b) shall be
         aggregated until, and eliminated at, the time of exercise by
         rounding-down for fractions less than one-half and rounding-up for
         fractions equal to or greater than one-half. No cash settlements shall
         be made with respect to fractional shares eliminated by rounding.
         Notice of any adjustment shall be given by the Committee to each
         Participant whose Option has been adjusted and such adjustment (whether
         or not such notice is given) shall be effective and binding for all
         purposes of this Plan.

                  (d)      In the event of a merger or consolidation in which
         the Company is not the surviving entity or in the event of any
         transaction that results in the acquisition of all or substantially all
         of the Company's outstanding Common Shares by a single person or entity
         or by a group of persons and/or entities acting in concert, or in the
         event of the sale or transfer of all or substantially all of the
         Company's assets (all of the foregoing being referred to as
         "Acquisition Events"), then the Committee may, in its sole discretion,
         terminate all outstanding Options of Eligible Employees, effective as
         of the date of the Acquisition Event, by delivering notice of
         termination to each such Participant at least 30 days prior to the date
         of consummation of the Acquisition Event; provided, that during the
         period from the date on which such notice of termination is delivered
         to the consummation of the Acquisition Event, each such Participant
         shall have the right to exercise in full all of his or her Options that
         are then outstanding (whether vested or not vested) but contingent on
         the occurrence of the Acquisition Event, and, provided that, if the
         Acquisition Event does not take place within a specified period after
         giving such notice for any reason whatsoever, the notice and exercise
         shall be null and void. If an

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         Acquisition Event occurs, to the extent the Committee does not
         terminate the outstanding Options pursuant to this Section 4.2(d), then
         the provisions of Section 4.2(b) shall apply.

         4.3.     Purchase Price. Notwithstanding any provision of this Plan to
the contrary, if authorized but previously unissued Common Shares are issued
under this Plan, such shares shall not be issued for a consideration which is
less than as permitted under applicable law.

                                   ARTICLE V.

                                   ELIGIBILITY

         5.1.     All employees of the Company and its Designated Subsidiaries
and all non-employee directors of the Company are eligible to be granted Options
under this Plan. Eligibility under this Plan shall be determined by the
Committee.

                                   ARTICLE VI.

                               STOCK OPTION GRANTS

         6.1.     Options. Each Stock Option granted hereunder shall be a
non-qualified stock option which is not intended to satisfy the requirements of
Section 422 of the Code.

         6.2.     Grants. The Committee shall have the authority to grant to any
Eligible Employee or any non-employee director one or more Non-Qualified Stock
Options.

         6.3.     Terms of Options. Options granted under this Plan shall be
subject to the following terms and conditions, and shall be in such form and
contain such additional terms and conditions, not inconsistent with the terms of
this Plan, as the Committee shall deem desirable:

                  (a)      OPTION PRICE. THE PURCHASE PRICE OF COMMON SHARES
         SUBJECT TO A STOCK OPTION SHALL BE DETERMINED BY THE COMMITTEE BUT
         SHALL NOT BE LESS THAN 100% OF THE FAIR MARKET VALUE OF THE COMMON
         SHARES AT THE TIME OF GRANT.

                  (b)      OPTION TERM. THE TERM OF EACH STOCK OPTION SHALL BE
         FIXED BY THE COMMITTEE, BUT NO STOCK OPTION SHALL BE EXERCISABLE MORE
         THAN 10 YEARS AFTER THE DATE THE OPTION IS GRANTED.

                  (c)      EXERCISABILITY. STOCK OPTIONS SHALL BE EXERCISABLE AT
         SUCH TIME OR TIMES AND SUBJECT TO SUCH TERMS AND CONDITIONS AS SHALL BE
         DETERMINED BY THE COMMITTEE AT THE TIME OF GRANT. IF THE COMMITTEE
         PROVIDES, IN ITS DISCRETION, THAT ANY STOCK OPTION IS EXERCISABLE
         SUBJECT TO CERTAIN LIMITATIONS (INCLUDING, WITHOUT LIMITATION, THAT IT
         IS EXERCISABLE ONLY IN INSTALLMENTS OR WITHIN CERTAIN TIME PERIODS),
         THE COMMITTEE MAY WAIVE SUCH LIMITATIONS ON THE EXERCISABILITY AT ANY
         TIME AT OR AFTER THE TIME OF GRANT IN WHOLE OR IN PART (INCLUDING,
         WITHOUT LIMITATION, THAT THE

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         COMMITTEE MAY WAIVE THE INSTALLMENT EXERCISE PROVISIONS OR ACCELERATE
         THE TIME AT WHICH OPTIONS MAY BE EXERCISED), BASED ON SUCH FACTORS, IF
         ANY, AS THE COMMITTEE SHALL DETERMINE, IN ITS SOLE DISCRETION.

                  (d)      METHOD OF EXERCISE. SUBJECT TO WHATEVER INSTALLMENT
         EXERCISE AND WAITING PERIOD PROVISIONS APPLY UNDER SECTION 6.3(c),
         STOCK OPTIONS MAY BE EXERCISED IN WHOLE OR IN PART AT ANY TIME DURING
         THE OPTION TERM, BY GIVING WRITTEN NOTICE OF EXERCISE TO THE COMPANY
         SPECIFYING THE NUMBER OF SHARES TO BE PURCHASED. SUCH NOTICE SHALL BE
         ACCOMPANIED BY PAYMENT IN FULL OF THE EXERCISE PRICE IN SUCH FORM, OR
         SUCH OTHER ARRANGEMENT FOR THE SATISFACTION OF THE EXERCISE PRICE, AS
         THE COMMITTEE MAY ACCEPT. IF AND TO THE EXTENT DETERMINED BY THE
         COMMITTEE IN ITS SOLE DISCRETION AT OR AFTER GRANT, PAYMENT IN FULL OR
         IN PART MAY ALSO BE MADE IN THE FORM OF COMMON SHARES WITHHELD FROM THE
         SHARES TO BE RECEIVED ON THE EXERCISE OF A STOCK OPTION HEREUNDER OR
         COMMON SHARES OWNED BY the Participant for at least 6 months (and for
         which the Participant has good title free and clear of any liens and
         encumbrances and has represented that he or she has owned the Common
         Shares for at least 6 months) based on the Fair Market Value of the
         Common Shares on the payment date, as determined by the Committee. No
         Common Shares shall be issued until payment therefor, as provided
         herein, has been made or provided for.

                  (e)      Buy Out and Settlement Provisions. The Committee may
         at any time on behalf of the Company offer to buy out an Option
         previously granted, based on such terms and conditions as the Committee
         shall establish and communicate to the Participant at the time that
         such offer is made.

                  (f)      Form, Modification, Extension and Renewal of Options.
         Subject to the terms and conditions and within the limitations of this
         Plan, an Option shall be evidenced by such form of agreement or grant
         as is approved by the Committee, and the Committee may modify, extend
         or renew outstanding Options granted under this Plan (provided that the
         rights of a Participant are not reduced without his or her consent), or
         accept the surrender of outstanding Options (up to the extent not
         theretofore exercised) and authorize the granting of new Options in
         substitution therefor (to the extent not theretofore exercised).

                  (g)      Other Terms and Conditions. Options may contain such
         other provisions, which shall not be inconsistent with any of the
         foregoing terms of this Plan, as the Committee shall deem appropriate.

         6.4.     Termination of Employment. The following rules apply with
regard to Options upon the Termination of Employment of a Participant:

                  (a)      Termination by Reason of Death. If a Participant's
         Termination of Employment is by reason of death, any Stock Option held
         by such Participant, unless otherwise determined by the Committee at
         grant or, if no rights of the Participant's estate are reduced,
         thereafter, may be exercised, to the extent exercisable at the
         Participant's

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         death, by the legal representative of the estate, at any time within a
         period of one year from the date of such death, but in no event beyond
         the expiration of the stated term of such Stock Option.

                  (b)      Termination by Reason of Disability. If a
         Participant's Termination of Employment is by reason of Disability, any
         Stock Option held by such Participant, unless otherwise determined by
         the Committee at grant or, if no rights of the Participant are reduced,
         thereafter, may be exercised, to the extent exercisable at the
         Participant's termination, by the Participant (or the legal
         representative of the Participant's estate if the Participant dies
         after termination) at any time within a period of one year from the
         date of such termination, but in no event beyond the expiration of the
         stated term of such Stock Option.

                  (c)      Termination by Reason of Retirement. If a
         Participant's Termination of Employment is by reason of Retirement, any
         Stock Option held by such Participant, unless otherwise determined by
         the Committee at grant, or, if no rights of the Participant are
         reduced, thereafter, shall be fully vested and may thereafter be
         exercised by the Participant at any time within a period of one year
         from the date of such termination, but in no event beyond the
         expiration of the stated term of such Stock Option; provided, however,
         that, if the Participant dies within such exercise period, any
         unexercised Stock Option held by such Participant shall thereafter be
         exercisable, to the extent to which it was exercisable at the time of
         death, for a period of 12 months (or such other period as the Committee
         may specify at grant or, if no rights of the Participant's estate are
         reduced, thereafter) from the date of such death, but in no event
         beyond the expiration of the stated term of such Stock Option.

                  (d)      Involuntary Termination Without Cause or Termination
         for Good Reason. If a Participant's Termination of Employment is by
         involuntary termination without Cause or for Good Reason, any Stock
         Option held by such Participant, unless otherwise determined by the
         Committee at grant or, if no rights of the Participant are reduced,
         thereafter, may be exercised, to the extent exercisable at termination,
         by the Participant (or the legal representative of the Participant's
         estate if the Participant dies after termination) at any time within a
         period of 90 days from the date of such termination, but in no event
         beyond the expiration of the stated term of such Stock Option.

                  (e)      Termination Without Good Reason. If a Participant's
         Termination of Employment is voluntary but without Good Reason and
         occurs prior to, or more than ninety (90) days after, the occurrence of
         an event which would be grounds for Termination of Employment for Cause
         (without regard to any notice or cure period requirements), any Stock
         Option held by such Participant, unless otherwise determined by the
         Committee at grant or, if no rights of the Participant are reduced,
         thereafter, may be exercised, to the extent exercisable at termination,
         by the Participant (or the legal representative of the Participant's
         estate if the Participant dies after termination) at any time within a
         period of 30 days from the date of such termination, but in no event
         beyond the expiration of the stated term of such Stock Option.

                                       10
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                  (f)      Other Termination. Unless otherwise determined by the
         Committee at grant or, if no rights of the Participant are reduced,
         thereafter, if a Participant's Termination of Employment is for any
         reason other than death, Disability, Retirement, Good Reason,
         involuntary termination without Cause or voluntary termination as
         provided in subsection (e) above, any Stock Option held by such
         Participant shall thereupon terminate and expire as of the date of
         termination, provided that (unless the Committee determines a different
         period upon grant or, if, no rights of the Participant are reduced,
         thereafter) in the event the termination is for Cause or is a voluntary
         termination without Good Reason within 90 days after occurrence of an
         event which would be grounds for Termination of Employment for Cause
         (without regard to any notice or cure period requirement), any Stock
         Option held by the Participant at the time of occurrence of the event
         which would be grounds for Termination of Employment for Cause shall be
         deemed to have terminated and expired upon occurrence of the event
         which would be grounds for Termination of Employment for Cause.

         6.5.     Termination of Directorship. The following rules apply with
regard to Options upon the Termination of Directorship:

                  (a)      Death, Disability or Otherwise Ceasing to be a
         Director Other than for Cause. Except as otherwise determined by the
         Committee at grant or, if no rights of the Participant are reduced,
         thereafter, upon the Termination of Directorship, on account of
         Disability, death, Retirement, resignation, failure to stand for
         reelection or failure to be reelected or otherwise other than as set
         forth in (b) below, all outstanding Options then exercisable and not
         exercised by the Participant prior to such Termination of Directorship
         shall remain exercisable, to the extent exercisable at the Termination
         of Directorship, by the Participant or, in the case of death, by the
         Participant's estate or by the person given authority to exercise such
         Options by his or her will or by operation of law, for a one year
         period commencing on the date of the Termination of Directorship,
         provided that such one year period shall not extend beyond the stated
         time of such Options.

                  (b)      Cause. Upon removal, failure to stand for reelection
         or failure to be renominated for Cause, or if the Company obtains or
         discovers information after Termination of Directorship that such
         Participant had engaged in conduct that would have justified a removal
         for Cause during such directorship, all outstanding Options of such
         Participant shall immediately terminate and shall be null and void.

                  (c)      Cancellation of Options. No Options that were not
         exercisable during the period such person serves as a director shall
         thereafter become exercisable upon a Termination of Directorship for
         any reason or no reason whatsoever, and such Options shall terminate
         and become null and void upon a Termination of Directorship.

                                       11
<PAGE>

                                  ARTICLE VII.

                               NON-TRANSFERABILITY

         No Stock Option shall be Transferred by the Participant otherwise than
by will or by the laws of descent and distribution. All Stock Options shall be
exercisable, during the Participant's lifetime, only by the Participant. No
Option shall, except as otherwise specifically provided by law or herein, be
Transferred in any manner, and any attempt to Transfer any such Option shall be
void, and no such Option shall in any manner be used for the payment of, subject
to, or otherwise encumbered by or hypothecated for the debts, contracts,
liabilities, engagements or torts of any person who shall be entitled to such
Option, nor shall it be subject to attachment or legal process for or against
such person. Notwithstanding the foregoing, the Committee may determine at the
time of grant or thereafter, that a Stock Option that is otherwise not
transferable pursuant to this Article VII is transferable in whole or part and
in such circumstances, and under such conditions, as specified by the Committee.

                                  ARTICLE VIII.

                          CHANGE IN CONTROL PROVISIONS

         8.1.     Benefits. In the event of a Change in Control of the Company
(as defined below), except as otherwise provided by the Committee upon the grant
of an Option, the Participant shall be entitled to the following benefits:

                  (a)      Subject to paragraph (b) below, all outstanding
         Options of Participants granted prior to the Change in Control shall be
         fully vested and immediately exercisable in their entirety. The
         Committee, in its sole discretion, may provide for the purchase of any
         such Stock Options by the Company for an amount of cash equal to the
         excess of the Change in Control price (as defined below) of the Common
         Shares covered by such Stock Options, over the aggregate exercise price
         of such Stock Options. For purposes of this Section 8.1, Change in
         Control price shall mean the higher of: (i) the highest price per
         Common Share paid in any transaction related to a Change in Control, or
         (ii) the highest Fair Market Value per Common Share at any time during
         the 60 day period preceding a Change in Control.

                  (b)      Notwithstanding anything to the contrary herein,
         unless the Committee provides otherwise at the time an Option is
         granted to an Eligible Employee hereunder or thereafter, no
         acceleration of exercisability shall occur with respect to such Option
         if the Committee reasonably determines in good faith, prior to the
         occurrence of the Change in Control, that the Options shall be honored
         or assumed, or new rights substituted therefor (each such honored,
         assumed or substituted option hereinafter called an "Alternative
         Option"), by such Participant's employer (or the parent or a subsidiary
         of such employer), immediately following the Change in Control,
         provided that any such Alternative Option must meet the following
         criteria:

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<PAGE>

                           (i)      the Alternative Option must be based on
         stock which is traded on an established securities market, or which
         will be so traded within 30 days of the Change in Control;

                           (ii)     the Alternative Option must provide such
         Participant with rights and entitlements substantially equivalent to or
         better than the rights, terms and conditions applicable under such
         Option, including, but not limited to, an identical or better exercise
         schedule; and

                           (iii)    the Alternative Option must have economic
         value substantially equivalent to the value of such Option (determined
         at the time of the Change in Control).

         8.2.     Change in Control. A "Change in Control" shall be deemed to
have occurred:

                  (a)      upon any "person" as such term is used in Sections
         13(d) and 14(d) of the Exchange Act (other than the Company, any
         trustee or other fiduciary holding securities under any employee
         benefit plan of the Company, or any company owned, directly or
         indirectly, by the shareholders of the Company in substantially the
         same proportions as their ownership of Common Shares of the Company),
         becoming the owner (as defined in Rule 13d-3 under the Exchange Act),
         directly or indirectly, of securities of the Company representing 25%
         or more of the combined voting power of the Company's then outstanding
         securities (including, without limitation, securities owned at the time
         of any increase in ownership);

                  (b)      during any period of 2 consecutive years, a change in
         the composition of the Board such that the individuals who, as of the
         Effective Time (as defined in the Reorganization Agreement), comprise
         the Board (the "Incumbent Company Board") cease for any reason to
         constitute at least a majority of the Board; provided, however, for
         purposes of this subsection that any individual who becomes a member of
         an Incumbent Company Board subsequent to the date hereof whose
         election, or nomination for election by the Company's shareholders, was
         approved in advance or contemporaneously with such election by a vote
         of at least a majority of those individuals who are members of the
         Incumbent Company Board (or deemed to be such pursuant to this proviso)
         shall be considered as though such individual were a member of the
         Incumbent Company Board; but, provided further, that any such
         individual whose initial assumption of office occurs as a result of
         either an actual or threatened election contest (as such terms are used
         in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or
         other actual or threatened solicitation of proxies or consents by or on
         behalf of a "person" other than the Board or actual or threatened
         tender offer for shares of the Company or similar transaction or other
         contest for corporate control (other than a tender offer by the
         Company) shall not be so considered as a member of the Incumbent
         Company Board;

                  (c)      upon the merger or consolidation of the Company with
         any other corporation (other than a parent or subsidiary corporation),
         other than a merger or consolidation

                                       13
<PAGE>

         which would result in the voting securities of the Company outstanding
         immediately prior thereto continuing to represent (either by remaining
         outstanding or by being converted into voting securities of the
         surviving entity) more than 50% of the combined voting power of the
         voting securities of the Company or such surviving entity outstanding
         immediately after such merger or consolidation; or

                  (d)      upon the approval of the shareholders of the Company
         of a plan of complete liquidation of the Company or an agreement for
         the sale or disposition by the Company of all or substantially all of
         the Company's assets other than the sale of all or substantially all of
         the assets of the Company to a person or persons who beneficially own,
         directly or indirectly, at least 50% or more of the combined voting
         power of the outstanding voting securities of the Company at the time
         of the sale.

                                   ARTICLE IX.

                      TERMINATION OR AMENDMENT OF THE PLAN

         Notwithstanding any other provision of this Plan, the Board or the
Committee may at any time, and from time to time, amend, in whole or in part,
any or all of the provisions of this Plan (including any amendment deemed
necessary to ensure that the Company may comply with any regulatory requirement
referred to in this Article IX), or suspend or terminate it entirely,
retroactively or otherwise; provided, however, that, unless otherwise required
by law or specifically provided herein, the rights of a Participant with respect
to Options granted prior to such amendment, suspension or termination, may not
be impaired without the consent of such Participant and, provided further,
without the approval of shareholders of the Company in accordance with the laws
of the State of Maryland, no amendment may be made which would (i) increase the
aggregate number of Common Shares that may be issued under this Plan; (ii)
decrease the minimum option price of any Stock Option; or (iii) extend the
maximum option term.

         The Committee may amend the terms of any Option theretofore granted,
prospectively or retroactively, but, subject to Article IV or as otherwise
specifically provided herein, no such amendment or other action by the Committee
shall impair the rights of any Participant without the Participant's consent.

                                   ARTICLE X.

                                  UNFUNDED PLAN

         This Plan is intended to constitute an "unfunded" plan for incentive
and deferred compensation. With respect to any payments as to which a
Participant has a fixed and vested interest but which are not yet made to a
Participant by the Company, nothing contained herein

                                       14
<PAGE>

shall give any such Participant any rights that are greater than those of a
general creditor of the Company.

                                   ARTICLE XI.

                               GENERAL PROVISIONS

         11.1.    Legend. The Committee may require each person receiving shares
pursuant to an the exercise of an Option under this Plan to represent to and
agree in writing that the Participant is acquiring the shares without a view to
distribution thereof. In addition to any legend required by this Plan, the
certificates for such shares may include any legend which the Committee deems
appropriate to reflect any restrictions on Transfer.

         All certificates for Common Shares delivered under this Plan shall be
subject to such stock transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the Common
Shares are then listed or any national securities association system upon whose
system the Common Shares are then quoted, any applicable Federal or state
securities law, and any applicable corporate law, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.

         11.2.    Other Plans. Nothing contained in this Plan shall prevent the
Board from adopting other or additional compensation arrangements, subject to
shareholder approval if such approval is required, and such arrangements may be
either generally applicable or applicable only in specific cases.

         11.3.    No Right to Employment/Directorship. Neither this Plan nor the
grant of any Option hereunder shall give any Participant or other employee any
right with respect to continuance of employment by the Company or any
Subsidiary, nor shall they be a limitation in any way on the right of the
Company or any Subsidiary by which an employee is employed or retained to
terminate his or her employment at any time. Neither this Plan nor the grant of
any Option hereunder shall impose any obligation on the Company to retain any
Participant as a director of the Company.

         11.4.    Withholding of Taxes. The Company shall have the right to
deduct from any payment to be made to a Participant, or to otherwise require,
prior to the issuance or delivery of any Common Shares or the payment of any
cash hereunder, payment by the Participant of, any Federal, state or local taxes
required by law to be withheld.

         The Committee shall permit any such withholding obligation with regard
to any Eligible Employee to be satisfied by reducing the number of Common Shares
otherwise deliverable or by delivering Common Shares already owned. Any fraction
of a Common Share required to satisfy such tax obligations shall be disregarded
and the amount due shall be paid instead in cash by the Participant.

                                       15
<PAGE>

         11.5.    Listing and Other Conditions.

                  (a)      As long as the Common Shares are listed on a national
         securities exchange or system sponsored by a national securities
         association, the issue of any Common Shares pursuant to an Option shall
         be conditioned upon such shares being listed on such exchange or
         system. The Company shall have no obligation to deliver such shares
         unless and until such shares are so listed; provided, however, that any
         delay in the delivery of such shares shall be based solely on a
         reasonable business decision and the right to exercise any Option with
         respect to such shares shall be suspended until such listing has been
         effected.

                  (b)      If at any time counsel to the Company shall be of the
         opinion that any sale or delivery of Common Shares pursuant to the
         exercise of an Option is or may in the circumstances be unlawful or
         result in the imposition of excise taxes on the Company under the
         statutes, rules or regulations of any applicable jurisdiction, the
         Company shall have no obligation to make such sale or delivery, or to
         make any application or to effect or to maintain any qualification or
         registration under the Securities Act of 1933, as amended, or otherwise
         with respect to Common Shares or Options, and the right to exercise any
         Option shall be suspended until, in the opinion of said counsel, such
         sale or delivery shall be lawful or will not result in the imposition
         of excise taxes on the Company.

                  (c)      Upon termination of any period of suspension under
         this Section 11.5, any Option affected by such suspension which shall
         not then have expired or terminated shall be reinstated as to all
         shares available before such suspension and as to shares which would
         otherwise have become available during the period of such suspension,
         but no such suspension shall extend the term of any Option.

         11.6.    Governing Law. This Plan shall be governed and construed in
accordance with the laws of the State of Maryland (regardless of the law that
might otherwise govern under applicable Maryland principles of conflict of
laws).

         11.7.    Construction. Wherever any words are used herein in the
singular form, they shall be construed as though they were also used in the
plural form in all cases where they would so apply.

         11.8.    Other Benefits. No Option payment under this Plan shall be
deemed compensation for purposes of computing benefits under any retirement plan
of the Company or their subsidiaries nor affect any benefits under any other
benefit plan now or subsequently in effect under which the availability or
amount of benefits is related to the level of compensation.

         11.9.    Costs. The Company shall bear all expenses included in
administering this Plan, including expenses of issuing Common Shares pursuant to
any Options hereunder.

                                       16
<PAGE>

         11.10.   No Right to Same Benefits. The provisions of Options need not
be the same with respect to each Participant, and such Options granted to
individual Participants need not be the same in subsequent years.

         11.11.   Death/Disability. The Committee may in its discretion require
the transferee of a Participant's Option to supply the Company with written
notice of the Participant's death or Disability and to supply the Company with a
copy of the will (in the case of the Participant's death) or such other evidence
as the Committee deems necessary to establish the validity of the Transfer of an
Option. The Committee may also require that the transferee agree in writing to
be bound by all of the terms and conditions of this Plan.

         11.12.   Severability of Provisions. If any provision of this Plan
shall be held invalid or unenforceable, such invalidity or unenforceability
shall not affect any other provisions hereof, and the Plan shall be construed
and enforced as if such provisions had not been included.

         11.13.   Headings and Captions. The headings and captions herein are
provided for reference and convenience only, shall not be considered part of
this Plan, and shall not be employed in the construction of this Plan.

                                  ARTICLE XII.

                             EFFECTIVE DATE OF PLAN

         This Kramont Realty Trust 1997 Stock Option Plan (formerly the Drexel
Realty, Inc. 1997 Stock Option Plan) initially became effective upon the
adoption by the board of directors of Drexel Realty, Inc. (the "Effective
Date"). This amended and restated Plan is effective on June 16, 2000 (defined as
the Effective Time in the Reorganization Agreement).

                                  ARTICLE XIII.

                                  TERM OF PLAN

         No Option shall be granted pursuant to this Plan on or after the tenth
anniversary of the Effective Date, but Options granted prior to such tenth
anniversary may extend beyond that date.

                                  ARTICLE XIV.

                                  NAME OF PLAN

         This Plan shall be known as the Kramont Realty Trust 1997 Stock Option
Plan.

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