<PAGE>

                              REDEMPTION AGREEMENT

         THIS REDEMPTION AGREEMENT (this "Agreement") is made as of April 27,
2000, by and among PHILIPS INTERNATIONAL REALTY, L.P., a Delaware limited
partnership, having an office at 417 Fifth Avenue, Third Floor, New York, New
York 10016 ("Operating Partnership") and PHILIP PILEVSKY ("Pilevsky"), an
individual having a residence at 41 Harborview West, Lawrence, New York 11559.

                               W I T N E S S E T H

         WHEREAS, as of August 8, 1997, Pilevsky and PL Palm Springs, L.P., a
Delaware limited partnership ("PL Palm Springs") in which Pilevsky owned a 90.3%
limited partnership interest, had owned, respectively, a 43.5% limited
partnership interest and 51.5% limited partnership interest in Palm Springs Mile
Associates, Ltd., a Florida limited partnership ("Palm Springs Ltd");

         WHEREAS, as of December 31, 1997, Pilevsky and PL Palm Springs had
contributed and/or assigned their respective interests in Palm Springs Ltd to
the Operating Partnership in exchange for, respectively, 508,299 and 601,779
Operating Partnership units;

         WHEREAS, thereafter, PL Palm Springs distributed all of its 601,779
Operating Partnership units to its partners, with 90.3% of such units, or
543,407 in total, being distributed to Pilevsky;

         WHEREAS, Pilevsky currently owns 1,540,290 Operating Partnership units
(the "OP Units");

         WHEREAS, among those partnership and membership interests in various
partnerships and limited liability companies which own real properties that it
owns (individually, a "Property Partnership" and collectively, the "Property
Partnerships"), Operating Partnership currently owns a 99.99% limited
partnership interest (the "Palm Springs Ltd Interest") in Palm Springs Ltd;

     WHEREAS,  Philips  Palm  Springs  Sub-VIII,  Inc.,  a Delaware  corporation
("Philips  Sub-VIII")  and a  wholly-owned  subsidiary of Philips  International
Realty Corp.,  a Maryland  corporation  ("Philips  Corp."),  owns a .01% general
partnership interest in Palm Springs Ltd;

         WHEREAS, Palm Springs Ltd owns the undivided fee interest in the four
parcels comprising that certain real property located in Dade County, Florida as
more particularly described on Schedule A annexed hereto (the "Property");

         WHEREAS, prior to the Closing Date, Operating Partnership and Philips
Corp. shall have caused Palm Springs Ltd to have contributed, in fee, undivided
interests in two of the


<PAGE>

parcels  comprising  the  Property  referred to as  Components  1 and 2 ("Shared
Parcels")  to four (4)  separate  limited  liability  companies  (each,  a "Palm
Springs LLC" and,  together,  the "Palm  Springs  LLCs") all of the interests of
each of which shall be distributed  to Allen  Pilevsky,  Fred Pilevsky,  Philips
Freeport Development Corp., a _________ corporation and Merrick Holiday Corp., a
________ corporation;

         WHEREAS, prior to the Closing Date, the Palm Springs LLCs and Palm
Springs Ltd shall have entered into a tenancy in common agreement ("Tenancy
Agreement") with respect to the Shared Parcels, which agreement shall be
substantially in the form attached hereto as Schedule B;

         WHEREAS, immediately prior to the redemption described in Section 1
below, the portion of the Property owned by Palm Springs Ltd shall have an
equity value of not less than $32,113,041 and shall be subject to an amount of
debt not less than $58,229,728 which debt shall have such terms and conditions
no less favorable to Palm Springs, Ltd than the terms on conditions set forth on
Schedule F attached hereto;

         WHEREAS, in the manner set forth herein, the Operating Partnership will
redeem all of the OP Units that Pilevsky shall own and, in exchange therefor,
the Operating Partnership shall distribute to Pilevsky a 90% limited partnership
interest in Palm Springs Ltd, as more particularly set forth herein; and

         WHEREAS, simultaneously with the redemption described in Section 1
below, the Operating Partnership shall also distribute to SL Florida LLC, a
Delaware limited liability company, a 10% limited partnership interest in Palm
Springs Ltd in redemption of all of its units in Operating Partnership, and Palm
Springs Ltd shall distribute to Philips Sub-VIII an amount of cash to Philips
Sub-VIII equal to the equity value of its .01% general partnership interest in
Palm Spring Ltd in complete redemption of such interest.

         NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and the mutual
covenants and agreements hereinafter set forth, and other good and valuable
consideration, the mutual receipt and legal sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:

 1.       Redemption.  At the  Closing  (as  defined  in Section  2),  Operating
          Partnership  hereby  agrees to redeem,  and Pilevsky  hereby agrees to
          have  redeemed,  all of the OP Units which he shall own on the Closing
          Date  free and clear of any and all  liens or other  encumbrances,  in
          exchange for which the Operating  Partnership  shall distribute and/or
          assign to Pilevsky a ninety percent (90%) limited partnership interest
          in Palm Springs Ltd  ("Assigned  Interest")  having an equity value of
          not less than $28,495,365 and, in connection  therewith,  Palm Springs
          Ltd shall have sufficient debt  outstanding  that will be allocated to
          Pilevsky  (including,  if  necessary,  by Palm Springs Ltd having made
          available  to  Pilevsky  sufficient  debt  for  him  to  guarantee  or
          indemnify  through  the  execution  of one  or  more  "bottom  dollar"
          guarantees or  indemnities)  so that Pilevsky  shall
<PAGE>

not  recognize  any  gain or  income  as a  result  of the  distribution  and/or
assignment of the Assigned Interest.

2.       Closing. The consummation of the transactions contemplated by this
         Agreement (the "Closing") shall take place at the offices of Pryor
         Cashman Sherman & Flynn LLP, 410 Park Avenue, 10th Floor, New York,
         New York 10022, on ____________ (the "Closing Date").

3.       Representations, Warranties and Covenants.

         3.01     Operating  Partnership  hereby  represents and warrants to
                  Pilevsky as follows:

                  (a)  Operating  Partnership  is  a  duly  formed  and  validly
                       existing  limited  partnership   organized  and  in  good
                       standing  under  the laws of the State of  Delaware,  and
                       Palm  Springs Ltd is a duly  formed and validly  existing
                       limited partnership  organized and in good standing under
                       the laws of the State of Florida.

                  (b)  Operating  Partnership  has or shall have by the  Closing
                       Date the full legal right, power and authority to execute
                       and deliver  this  Agreement  and  Operating  Partnership
                       Documents (as defined in Section 4.01) to consummate  the
                       transactions  contemplated  hereby  and  to  perform  its
                       obligations  hereunder  and under  Operating  Partnership
                       Documents.

                  (c)  This Agreement and Operating Partnership Documents do not
                       and will not (I)  contravene any provision of the Amended
                       and Restated Limited  Partnership  Agreement of Operating
                       Partnership  ("Operating  Partnership  Agreement"),   the
                       Amended and  Restated  Limited  Partnership  Agreement of
                       Palm  Springs  Mile  Associates,  Ltd ("Palm  Springs Ltd
                       Partnership Agreement"), the operating agreement, if any,
                       of any of the Palms Springs LLCs (each of which,  a "Palm
                       Springs LLC  Agreement"),  the Tenancy  Agreement  or any
                       partnership  or  operating  agreement  of  any  of  their
                       respective  subsidiaries or affiliates,  or any judgment,
                       order,   decree,   writ  or  injunction   issued  against
                       Operating  Partnership,   Palm  Springs  Ltd,  any  Palms
                       Springs LLC or any of their
<PAGE>

                       respective subsidiaries or affiliates; or (II) materially
                       violate a material  provision of any law or  governmental
                       ordinance,   rule,   regulation,   order  or  requirement
                       (collectively,  "Laws") to which  Operating  Partnership,
                       Palm  Springs  Ltd,  any Palm Springs LLC or any of their
                       respective  subsidiaries  or  affiliates  is or  will  be
                       subject,  except  such  violations  as  would  not have a
                       material  adverse  effect  on  any  of  the  transactions
                       contemplated  hereby if finally  determined  adversely to
                       such  party.   The   consummation  of  the   transactions
                       contemplated  hereby  will  not  result  in a  breach  or
                       constitute  a default or event of  default  by  Operating
                       Partnership,  Palm  Springs  Ltd, any Palm Springs LLC or
                       any of their respective  subsidiaries or affiliates under
                       any agreement to which any of them or any of their assets
                       are or will  be  subject  or  bound  (including,  without
                       limitation,  Operating Partnership Agreement, the Tenancy
                       Agreement,  any Palm Springs LLC  Agreement or any of the
                       Property)  and will not result in a violation of any Laws
                       to which  Operating  Partnership,  Palm  Springs Ltd, any
                       Palm Springs LLC or any of their respective  subsidiaries
                       or  affiliates  is  or  will  be  subject,   except  such
                       violations as would not have a material adverse effect on
                       the transaction contemplated hereby if finally determined
                       adversely to Operating Partnership, Palm Springs Ltd, any
                       Palm Springs LLC or any of their respective  subsidiaries
                       or affiliates.

                  (d)  Operating Partnership owns the Assigned Interest free and
                       clear of any and all liens and encumbrances.

                  (e)  Upon Operating  Partnership's  delivery of the assignment
                       of the  Assigned  Interest  to Pilevsky in the manner set
                       forth on Schedule C (collectively,  the "Assignment") and
                       all of the other Operating  Partnership  Documents,  good
                       and valid  title to the  Assigned  Interest  will pass to
                       Pilevsky.

                  (f)  There are no statutory or contractual  preemptive rights,
                       rights of refusal or options with respect to the transfer
                       and/or   assignment   of  any  portion  of  the  Assigned
                       Interest.

                  (g)  No representation or warranty by Operating Partnership in
                       this  Agreement and no statement  contained  herein or in
                       any document,  certificate, or other writing furnished or
                       to be  furnished  by  Operating  Partnership  to Pilevsky
                       pursuant to the provisions  hereof or in connection  with
                       the  transactions  contemplated  hereby  contains or will
                       contain any untrue statement of material fact or omits or
                       will omit to state any material  fact  necessary in order
                       to make the statements  herein or therein not misleading.
                       Operating Partnership has disclosed to Pilevsky all facts
                       known or  reasonably  available to Operating  Partnership
                       that  are  material  to  the  transactions   contemplated
                       herein.

                  (h)  Immediately  prior to the Closing Date,  Palm Springs Ltd
                       will own fee title to the  Property  which  shall have an
                       equity  value of not less than  $32,113,041  and shall be
                       subject  to an amount  of debt not less than  $58,229,728
                       and which debt shall  have such terms and  conditions  no
                       less  favorable  to Palm  Springs  Ltd then the terms and
                       conditions set forth on Schedule F.

         3.02     Pilevsky hereby represents and warrants to the Operating
                  Partnership as follows:
<PAGE>

                  (a)  Pilevsky has the full legal right, power and authority to
                       execute  and  deliver   this   Agreement   and   Pilevsky
                       Documents,  to consummate the  transactions  contemplated
                       hereby,  and to perform  his  obligations  hereunder  and
                       under Pilevsky Documents.

                  (b)  This Agreement and Pilevsky Documents do not and will not
                       contravene   any  judgment,   order,   decree,   writ  or
                       injunction issued against Pilevsky, or materially violate
                       a material  provision of any Law  applicable to Pilevsky,
                       except  such  violations  as would  not  have a  material
                       adverse  effect on any of the  transactions  contemplated
                       hereby  if  finally  determined  adversely  to  Pilevsky.
                       Pilevsky   hereby   represents   and  warrants  that  the
                       consummation of the transactions contemplated hereby will
                       not result in a breach or  constitute  a default or event
                       of  default  by  Pilevsky  under any  agreement  to which
                       Pilevsky  or any of his  assets is  subject  or bound and
                       will not result in a violation of any Laws  applicable to
                       Pilevsky,  except  such  violations  as would  not have a
                       material adverse effect on the transactions  contemplated
                       hereby if finally determined adversely to Pilevsky.

                  (c)  Pilevsky  owns or will  own on the  Closing  Date  the OP
                       Units   free  and   clear  of  any  and  all   liens  and
                       encumbrances.

                  (d)  Pilevsky has had the  opportunity  to ask  questions  and
                       receive financial information concerning the business and
                       value of Palm Springs Ltd, the Assigned  Interest and the
                       Property  and  is  sophisticated  in  business  financial
                       matters and  understands  the  benefits  and risks of the
                       investment decision contemplated hereby. Pilevsky accepts
                       and agrees  that the  Assigned  Interest  to be  received
                       hereunder  represents  fair  value for the OP Units to be
                       exchanged  hereunder.  Pilevsky  acknowledges  that, were
                       this transaction not to occur, the value in the future of
                       the Assigned Interest and the OP Units would be different
                       than their respective value today.

                  (e)  No   representation  or  warranty  by  Pilevsky  in  this
                       Agreement  and no  statement  contained  herein or in any
                       document,  certificate,  or other writing furnished or to
                       be  furnished   by  Pilevsky  to  Operating   Partnership
                       pursuant to the provisions  hereof or in connection  with
                       the  transactions  contemplated  hereby  contains or will
                       contain any untrue statement of material fact or omits or
                       will omit to state any material  fact  necessary in order
                       to make the statements  herein or therein not misleading.
                       Pilevsky has disclosed to Operating Partnership all facts
                       known  or  reasonably  available  to  Pilevsky  that  are
                       material to the transactions contemplated herein.

         3.03     Between the date first written above and the Closing Date, (A)
                  Palm  Springs  Ltd  shall  not  enter  into,  renew,   modify,
                  terminate or otherwise amend any lease or
<PAGE>

                  other  document  affecting  the  Property  without  the  prior
                  consent of Pilevsky in each instance,  which consent shall not
                  be  unreasonably  withheld  or delayed  and which  consent (or
                  denial of consent in which case  Pilevsky  shall also  include
                  the reasons for such denial) shall be  furnished,  in writing,
                  by a Pilevsky  to Palm  Springs Ltd by no later than five days
                  following Pilevsky's receipt of written notice of Palm Springs
                  Ltd's  desire  to enter  into,  renew,  modify,  terminate  or
                  otherwise  amend any  lease or other  document  affecting  the
                  Property;  a Pilevsky's  consent  shall be deemed to have been
                  granted if Pilevsky fails to furnish  notice,  in writing,  to
                  Palm  Springs  Ltd of  Pilevsky's  denial of consent  (and the
                  reasons for such denial) by the end of such  five-day  period;
                  (B) Palm  Springs  Ltd  shall  not  enter  into  any  property
                  operating  maintenance or service or other contracts requiring
                  more than thirty (30) days notice to  terminate;  and (C) Palm
                  Springs Ltd shall continue to maintain and repair the Property
                  as in its normal course of business.

4.       Conditions Precedent to Closing.

         4.01     Operating Partnership's obligation under this Agreement to
                  consummate the transactions contemplated herein is subject to
                  the fulfillment of each of the following conditions.

                  (a)  The  representations and warranties of Pilevsky contained
                       herein  shall  be  true,  accurate  and  correct  in  all
                       material  respects as of the Closing Date,  except to the
                       extent they expressly relate only to an earlier date.

                  (b)  All consents and  approvals of  governmental  authorities
                       and parties to agreements to which Pilevsky is a party or
                       by which any asset  owned by  Pilevsky  is bound that are
                       required  with  respect  to  the   consummation   of  the
                       transactions  contemplated  by this Agreement  shall have
                       been   obtained  and  copies   thereof  shall  have  been
                       delivered  to  Operating  Partnership  at or prior to the
                       Closing.

                  (c)  On or prior to the Closing Date,  (i) Pilevsky  shall not
                       have  applied for or consented  to the  appointment  of a
                       receiver, trustee or liquidator for himself or any of his
                       assets unless the same shall have been  discharged  prior
                       to the Closing Date, and no such receiver,  liquidator or
                       trustee shall have otherwise been appointed,  unless same
                       shall have been  discharged  prior to the  Closing  Date,
                       (ii)  Pilevsky  shall not have  admitted  in  writing  an
                       inability to pay his debts as they mature, (iii) Pilevsky
                       shall not have made a general  assignment for the benefit
                       of  creditors,   (iv)   Pilevsky   shall  not  have  been
                       adjudicated  a bankrupt or  insolvent,  or had a petition
                       for reorganization  granted with respect to Pilevsky, (v)
                       Pilevsky  shall  not  have  filed  a  voluntary  petition
                       seeking  reorganization  or an arrangement with creditors
                       or taken  advantage  of any  bankruptcy,  reorganization,
<PAGE>

                       insolvency,   readjustment   or  debt,   dissolution   or
                       liquidation law or statute,  or filed an answer admitting
                       the material  allegations of a petition filed against him
                       in any proceeding  under any such law or statute,  or had
                       any petition  filed against him in any  proceeding  under
                       any such law or  statute  unless the same shall have been
                       dismissed,  canceled or  terminated  prior to the Closing
                       Date.

                  (d)  Philips Corp.  shall have received  shareholder  approval
                       for the transactions hereunder.

                  (e)  This  Agreement  shall  not  have  been  terminated,   if
                       expressly permitted herein.

                  (f)  There shall be no litigation or administrative  agency or
                       other  governmental  proceeding  of any kind  whatsoever,
                       pending  or  threatened,   which  would   materially  and
                       adversely affect the OP Units.

                  (g)  The closing of title (the  "Group A  Closing")  under and
                       pursuant to that certain Purchase and Sale Agreement (the
                       "Group A Agreement")  dated ________,  2000, by and among
                       Munsey Park Associates,  LLC, North Shore Triangle,  LLC,
                       Philips  Yonkers,   LLC,  Philips  Henry,   LLC,  Philips
                       Shopping   Center  Fund,   L.P.  and  Philips  Lake  Mary
                       Associates,  L.P.,  collectively  as  Seller,  and  Kimco
                       Income  Operating  Partnership,  L.P., as Purchaser,  for
                       each  Property  or Ground  Lease  (each as defined in the
                       Group A Agreement) shall have occurred or shall have been
                       excluded or postponed  pursuant to the terms of the Group
                       A Agreement.

                  (h)  While the closing of title (the "Group B Closing")  under
                       and pursuant to that certain Asset Contribution, Purchase
                       and Sale  Agreement  dated  ________,  2000, by and among
                       Operating Partnership,  Philips Corp., Certain Affiliated
                       Parties  Signatory  Thereto,  KIR  Acquisition,  LLC, and
                       Kimco Income  Operating  Partnership,  L.P., shall not be
                       scheduled to occur,  and shall not occur,  until at least
                       one day following  the Closing Date,  all of the material
                       conditions  to the Group B Closing  required to have been
                       satisfied as of the day immediately  prior to the Closing
                       Date shall have been satisfied or waived.

                  (i)  On or prior to the  redemption  described  in  Section  1
                       above,  Pilevsky  shall  have  executed,  or  caused  the
                       execution  of, such  guaranty or  guarantees  of the debt
                       that is to encumber the Property  owned by Palms  Springs
                       Ltd  immediately  following the  redemption  described in
                       Section  1  above  in  accordance   with  the  terms  and
                       conditions for such debt set forth on Schedule F attached
                       hereto.
<PAGE>

         4.02     Pilevsky's obligation under this Agreement to consummate the
                  transactions contemplated herein is subject to the fulfillment
                  of each of the following conditions.

                  (a)  The  representations  and  warranties  of  the  Operating
                       Partnership  contained herein shall be true, accurate and
                       correct in all material  respects as of the Closing Date,
                       except to the extent they relate only to an earlier date.

                  (b)  All consents and  approvals of  governmental  authorities
                       and parties to agreements to which Operating Partnership,
                       Palm  Springs  Ltd,  Philips  Sub-VIII  or  any  Property
                       Partnership is a party or by which any asset of Operating
                       Partnership,  Palm Springs Ltd,  Philips  Sub-VIII or any
                       Property  Partnership  is  bound  (including  any  of the
                       Property)   that  are   required   with  respect  to  the
                       consummation  of the  transactions  contemplated  by this
                       Agreement  shall have been  obtained  and copies  thereof
                       shall have been  delivered to Pilevsky at or prior to the
                       Closing.

                  (c)  On or  prior  to  Closing  Date,  (i)  neither  Operating
                       Partnership,  Palm Springs Ltd,  Philips Sub-VIII nor any
                       Property  Partnership shall have applied for or consented
                       to the  appointment of a receiver,  trustee or liquidator
                       for  itself or any of its  assets  unless  the same shall
                       have been  discharged  prior to the Closing Date,  and no
                       such receiver, liquidator or trustee shall have otherwise
                       been  appointed,  unless same shall have been  discharged
                       prior  to  the  Closing  Date,  (ii)  neither   Operating
                       Partnership,  Palm Springs Ltd,  Philips Sub-VIII nor any
                       Property  Partnership  shall have  admitted in writing an
                       inability to pay its debts as they mature,  (iii) neither
                       Operating Partnership, Palm Springs Ltd, Philips Sub-VIII
                       nor any  Property  Partnership  shall have made a general
                       assignment  for the benefit of  creditors,  (iv)  neither
                       Operating Partnership, Palm Springs Ltd, Philips Sub-VIII
                       nor any Property  Partnership shall have been adjudicated
                       a  bankrupt  or   insolvent,   or  had  a  petition   for
                       reorganization   granted  with  respect  to  itself,  (v)
                       neither Operating Partnership,  Palm Springs Ltd, Philips
                       Sub-VIII nor any Property  Partnership shall have filed a
                       voluntary   petition   seeking   reorganization   or   an
                       arrangement  with  creditors  or taken  advantage  of any
                       bankruptcy,  reorganization,  insolvency, readjustment or
                       debt, dissolution or liquidation law or statute, or filed
                       an  answer  admitting  the  material   allegations  of  a
                       petition  filed against it in any  proceedings  under any
                       such law or statute, or had any petition filed against it
                       in any proceeding under any of such law or statute unless
                       the  same  shall  have  been   dismissed,   canceled   or
                       terminated prior to the Closing Date.

                  (d)  This  Agreement  shall  not  have  been  terminated,   if
                       expressly permitted herein.
<PAGE>

                  (e)  There shall be no litigation or administrative  agency or
                       other  governmental  proceeding  of any kind  whatsoever,
                       pending  or  threatened,   which  would   materially  and
                       adversely  affect Palm  Springs  Ltd,  any portion of the
                       Assigned Interest or any of the Property.

                  (f)  While  the  Group B Closing  shall  not be  scheduled  to
                       occur,  and  shall  not  occur,  until at  least  one day
                       following   the  Closing   Date,   all  of  the  material
                       conditions  to the Group B Closing  required to have been
                       satisfied as of the day immediately  prior to the Closing
                       Date shall have been satisfied or waived.

                  (g)  Immediately following the redemption described in Section
                       1 above, there shall be not less than $58,229,728 of debt
                       encumbering the Property, such debt shall have such terms
                       and conditions no less favorable to Palm Springs Ltd than
                       the terms and conditions set forth on Schedule F attached
                       hereto, and that Pilevsky shall be allocated a sufficient
                       amount  of  debt  of  Palm  Springs  Ltd  (including,  if
                       necessary,  Palm  Springs  Ltd having made  available  to
                       Pilevsky   sufficient   debt  for  him  to  guarantee  or
                       indemnify  through the  execution  of one or more "bottom
                       dollar" guarantees or indemnities) so that Pilevsky shall
                       not recognize any income as a result of the  distribution
                       of the Assigned Interest to Pilevsky in redemption of his
                       OP Units.

                  (h)  Immediately prior to the redemption  described in Section
                       1 above,  the  Property  shall have an equity value of at
                       least $32,113,041.

                  (i)  Immediately  prior  to the  redemption  under  Section  1
                       above,  the entire  interest of Philips  Sub-VIII in Palm
                       Springs  Ltd shall have been  redeemed  for cash equal to
                       the  then  equity  value  of  Philips   Sub-VIII   entire
                       partnership  interest  in Palm  Springs  Ltd and  Philips
                       Sub-VIII  shall no longer be a  partner  of Palm  Springs
                       Ltd.

5.       Delivery of Documents at Closing.

          5.01    Deliveries  by Operating  Partnership.  Operating  Partnership
                  agrees to deliver  (or cause to be  delivered)  to Pilevsky at
                  the Closing the following agreements and documents ("Operating
                  Partnership   Documents"),   all   satisfactory  in  form  and
                  substance to Pilevsky:

                  (a)  The Assignment, duly executed by Operating Partnership;

                  (b)  A certificate of good standing and/or subsistence,  dated
                       not more than thirty (30) days prior to the Closing Date,
                       issued by the Secretary of State of the State of Delaware
                       with  respect  to  Operating  Partnership,  the  State of
<PAGE>

                       Maryland with respect to Philips  Corp.  and the State of
                       Florida with respect to Palm Springs Ltd;

                  (c)  Certified  copy of a consent  duly adopted by the general
                       partner  of   Operating   Partnership   authorizing   the
                       execution, delivery and performance of this Agreement and
                       of each of the Operating Partnership Documents;

                  (d)  General  release from Operating  Partnership  and Philips
                       Corp.  in the form  attached as Schedule D, duly executed
                       by Operating Partnership and Philips Corp.; and

                  (e)  Such other consents,  documents and instruments as may be
                       reasonably  required  to  effectuate  the  terms  of this
                       Agreement and to comply with the terms hereof.

         5.02     Deliveries by Pilevsky. Pilevsky agrees to deliver (or cause
                  to be delivered) to Operating Partnership at the Closing the
                  following agreements and documents ("Pilevsky Documents"), all
                  satisfactory in form and substance to Operating Partnership:

                  (a)  The Assignment, duly executed by Pilevsky;

                  (b)  General  release  from  Pilevsky in the form  attached as
                       Schedule E, duly executed by Pilevsky; and

                  (c)  Such other consents,  documents and instruments as may be
                       reasonably  required  to  effectuate  the  terms  of this
                       Agreement and to comply with the terms hereof.

         5.03     Further Assurances. After the Closing, at the request of
                  either party hereto, and without further conditions or
                  consideration, each party shall execute and deliver from time
                  to time such other instruments, documents, agreements and/or
                  take such other actions as the other party may reasonably
                  request in order to more effectively consummate the
                  transactions contemplated herein. This Section 5.03 shall
                  survive the Closing.

 6.      Remedies.  If any party  hereto shall be in default of or breach any of
         his respective obligations  hereunder,  then each party shall have such
         rights  or  remedies  available  at law  and/or in  equity,  including,
         without limitation, the right of specific performance.

 7.      Notices. All notices, requests,  demands, consents or waivers and other
         communications  required or permitted hereunder shall be in writing and
         shall be deemed to have been duly given if delivered by (i) hand,  (ii)
         facsimile (with immediate confirmation),  (iii) a nationally
<PAGE>

         recognized  overnight  courier for next business day delivery  (charges
         prepaid),   or  (iv)  certified  or  registered  mail,  return  receipt
         requested (postage prepaid):

                  If to Operating Partnership, to:

                           Philips International Realty Corp.
                           417 Fifth Avenue, Third Floor
                           New York, New York 10016
                           Attention: Louis J. Petra
                           Facsimile: (212) 545-1355

                  With a copy to:

                           Pryor Cashman Sherman & Flynn, LLP
                           410 Park Avenue
                           New York, New York 10022
                           Attention:       Jonathan A. Bernstein, Esq.
                                            Stephen G. Epstein, Esq.
                           Facsimile: (212) 326-0806

                  If to Pilevsky, as follows:

                           Philip Pilevsky
                           41 Harborview West
                           Lawrence, New York 11559
                           Facsimile:

                  With a copy to:

                           McDermott Will & Emery
                           50 Rockefeller Plaza
                           New York, New York 10020-1605
                           Attention: Keith M. Pattiz, Esq.
                           Facsimile: (212) 547-5444

         or, in each case, to such other person or address as any party shall
         furnish to the other parties in writing. Notices shall be deemed to be
         delivered upon receipt or rejection.

8.       Confidentiality.
         ---------------

         8.01     (a) Operating Partnership, on behalf of itself and its
                  Representatives (as defined in Section 8.03(a)), agrees that,
                  prior to the Closing, all information relating to this
                  Agreement shall be kept strictly confidential by Operating
                  Partnership and its Representatives and shall not, without the
                  prior written consent

<PAGE>

                  of Pilevsky, be disclosed by Operating Partnership or its
                  Representatives, in any manner whatsoever, in whole or in
                  part, and will not be used by Operating Partnership or its
                  Representatives, directly or indirectly, for any purpose other
                  than evaluating the transactions contemplated hereunder. The
                  provisions of this Section 8.01(a) shall in no event apply to
                  any information which is a matter of public record and shall
                  not prevent Operating Partnership, Philips Corp. or any of
                  their Affiliates or Representatives (i) from complying with
                  any Law to which any of them is subject and (ii) from making
                  any disclosure required to be made by any of them which any of
                  them deem appropriate to the public, the shareholders of
                  Philips Corp. or any other person or persons pursuant to any
                  Securities and Exchange Law or other Law.

                  (b) Pilevsky, on behalf of himself and his Representatives,
                  agrees that, prior to the Closing, all information relating to
                  this Agreement shall be kept strictly confidential by Pilevsky
                  and his Representatives and shall not, without the prior
                  written consent of the Operating Partnership, be disclosed by
                  Pilevsky or his Representatives in any manner whatsoever, in
                  whole or in part, and will not be used by Pilevsky or his
                  Representatives, directly or indirectly, for any purpose other
                  than evaluating the transactions contemplated hereunder. The
                  provisions of this Section shall in no event apply to any
                  information which is a matter of public record and shall not
                  prevent a Pilevsky or any of his Representatives from
                  complying with any Law to which Pilevsky or any such
                  Representative is subject.

         8.02     (a) Operating Partnership shall indemnify and hold Pilevsky
                  and his Representatives harmless from and against any and all
                  claims, demands, causes of action, losses, damages,
                  liabilities, costs and expenses (including, without
                  limitation, reasonable attorneys' fees and disbursements)
                  suffered or incurred by Pilevsky or any Affiliate of Pilevsky
                  or any Representative of Pilevsky and arising out of or in
                  connection with a breach by Operating Partnership or any
                  Affiliate or Representative of Operating Partnership of any
                  provision of this Section 8.

                  (b) Pilevsky shall indemnify and hold the Operating
                  Partnership and its Representatives harmless from and against
                  any and all claims, demands, causes of action, losses,
                  damages, liabilities, costs and expenses (including, without
                  limitation, reasonable attorneys' fees and disbursements)
                  suffered or incurred by the Operating Partnership, any
                  Affiliate and arising out of or in connection with a breach by
                  a Pilevsky or any Affiliate or Representative of a Pilevsky of
                  any provision of this Section 8.

         8.03     As used in this Agreement, the following terms shall have the
                  following meanings:
<PAGE>

                  (a)  "Representative"  shall mean, with respect to any person,
                       any  member,  shareholder,  partner,  manager,  director,
                       officer, trustee, principal, agent, employee, contractor,
                       broker,  and/or  other  representative  of  such  person,
                       including,  the  attorneys,   accountants  and  financial
                       advisors of the Operating Partnership or Pilevsky.

                  (b)  "Affiliate"  shall mean, with respect to any person,  any
                       direct or indirect  subsidiary or other affiliate of such
                       person.

         8.04     The provisions of this Section 8 shall survive the Closing.

9.       Miscellaneous.

         9.01     This Agreement shall not be altered, amended, changed, waived,
                  terminated or otherwise modified in any respect or particular,
                  and no consent or approval required pursuant to this Agreement
                  shall be  effective,  unless the same shall be in writing  and
                  signed by or on behalf of the party to be affected thereby.

         9.02     This Agreement may not be assigned by any party hereto.

         9.03     This  Agreement  shall be binding upon, and shall inure to the
                  benefit of, the parties hereto and to their respective  heirs,
                  executors, administrators, successors and permitted assigns.

         9.04     All  prior  statements,  understandings,  representations  and
                  agreements   between  the  parties,   oral  or  written,   are
                  superseded  by and merged  into this  Agreement,  which  alone
                  fully and completely  expresses the agreement  between them in
                  connection  with this  transaction  and which is entered  into
                  after  full  investigation,  neither  party  relying  upon any
                  statement, understanding,  representation or agreement made by
                  the other not embodied in this Agreement. This Agreement shall
                  be given a fair and reasonable construction in accordance with
                  the intentions of the parties hereto, and without regard to or
                  aid  of  canons  requiring   construction  against  the  party
                  drafting this Agreement.

         9.05     Except as  otherwise  expressly  provided  herein,  all of the
                  parties' representations, warranties, covenants and agreements
                  herein shall merge into the documents and agreements  executed
                  at the Closing and shall not survive the Closing.

         9.06     No failure  or delay of either  party in the  exercise  of any
                  right or remedy given to such party hereunder or the waiver by
                  any party of any condition  hereunder for his benefit  (unless
                  the time specified herein for exercise of such right or remedy
                  has expired) shall constitute a waiver of any other or further
                  right or remedy nor shall any single or  partial  exercise  of
                  any right or remedy preclude other or further exercise thereof
                  or any other  right or  remedy.  No waiver by any party of any
<PAGE>

                  breach  hereunder  or failure or refusal by any other party to
                  comply  with his  obligations  shall be deemed a waiver of any
                  other or subsequent breach, failure or refusal to so comply.

         9.07     Neither this  Agreement  nor any  memorandum  thereof shall be
                  recorded by either party hereto and any attempted  recordation
                  hereof shall be void and shall constitute a default under this
                  Agreement.

         9.08     This  Agreement  may be executed in one or more  counterparts,
                  each of which so  executed  and  delivered  shall be deemed an
                  original, but all of which taken together shall constitute but
                  one and the same instrument.

         9.09     The caption  headings in this  Agreement  are for  convenience
                  only and shall not be  construed  to modify,  explain or alter
                  any of the terms,  covenants or conditions  herein  contained.
                  Any and all  schedules and exhibits  referenced  herein are by
                  this  reference  hereby  made a part  hereof and  incorporated
                  herein.

         9.10     This Agreement shall be interpreted and enforced in accordance
                  with the laws of the State of New York,  without  reference to
                  its  conflicts  of law  principles  and,  in the  event of any
                  dispute in connection with this  Agreement,  venue shall be in
                  the federal and state courts located in New York County.

         9.11     If the last day of the period prescribed herein for the giving
                  of any notice, election,  consent, approval, demand, objection
                  or request or the  submission  of any  documents  by any party
                  hereunder shall fall on a Saturday, Sunday or any day observed
                  as a public holiday by the federal  government or the State of
                  New York,  then such period  shall be deemed to be extended to
                  the immediately following day which is not a Saturday,  Sunday
                  or such public  holiday.  The term  "business  day" as used in
                  this Agreement shall mean any day other than Saturday,  Sunday
                  or any  day  observed  as a  public  holiday  by  the  federal
                  government or the State of New York.

         9.12     Unless  otherwise  specified  herein,  for  purposes  of  this
                  Agreement (a)  references to persons or parties  include their
                  permitted   successors   and  assigns;   (b)   references   to
                  modifications   or   amendments   shall  in  all  events  mean
                  modifications  and amendments;  (c) references to statutes are
                  to be construed as including all rules and regulations adopted
                  pursuant  to  the  statute   referred  to  and  all  statutory
                  provisions  consolidating,  amending or replacing  the statute
                  referred  to;  (d)   references   to   agreements   and  other
                  contractual   instruments  shall  be  deemed  to  include  all
                  subsequent  amendments and other modifications thereto entered
                  into from time to time  after the date  hereof;  (e) the words
                  "include" or "including",  and words of similar import,  shall
                  be deemed to be  followed by the words "but not limited to" or
                  "without  limitation";   (f)  the  words  "hereto",  "herein",
                  "hereof' and "hereunder",  and words of similar import,  refer
                  to this  Agreement in its entirety;
<PAGE>

                  and (g) unless otherwise  specified herein,  all references to
                  Sections  are to Sections  of this  Agreement.  Terms  defined
                  herein may be used in the singular or the plural; when used in
                  the  singular and  preceded by "a",  "an" or "any",  such term
                  shall  be  taken  to  indicated  one or  more  members  of the
                  relevant class;  and when used in the plural,  such term shall
                  be taken to indicate all members of the relevant class.

         9.13     If any provision of this Agreement shall be  unenforceable  or
                  invalid, the same shall not affect the remaining provisions of
                  this  Agreement  and  to  this  end  the  provisions  of  this
                  Agreement are intended to be and shall be severable.

         9.14     The parties  hereto  hereby waive trial by jury in any action,
                  proceeding or counterclaim brought by either against the other
                  on any matter arising out of or in any way connected with this
                  Agreement.

         9.15     This Agreement  shall not be binding upon any party unless and
                  until each of the parties  shall have executed and delivered a
                  fully  executed  original  of  this  Agreement  to  the  other
                  parties.

         9.16     All schedules attached hereto are hereby  incorporated  herein
                  by reference and made a part hereof.

         9.17     In the  event  that any  party  hereto  brings  an  action  or
                  proceeding  for a  declaration  of the  rights of the  parties
                  under this Agreement, for injunctive relief, or for an alleged
                  breach or  default  of this  Agreement,  or any  other  action
                  arising out of this Agreement or the transactions contemplated
                  hereby,  the  prevailing  party  in any such  action  shall be
                  entitled   to  an  award  of   reasonable   attorneys'   fees,
                  disbursements  and any court costs incurred in connection with
                  such action or proceeding, in addition to any other damages or
                  relief awarded,  regardless of whether such action proceeds to
                  final judgment.

         9.18     The Palm Springs Ltd  Partnership  Agreement  shall be amended
                  and restated to reflect the transactions set forth herein.  It
                  is hereby intended that Pilevsky's tax attributes attributable
                  to the OP Units shall be preserved  in the Assigned  Interest.
                  In  connection  therewith,  the Palm  Springs Ltd  Partnership
                  Agreement  shall be  amended so as to  reflect  that  Pilevsky
                  shall   have   an   initial   capital   account   balance   of
                  $28,495,365.00 and a ninety percent (90%) "profit"  percentage
                  interest  of 90% in Palm  Springs  Ltd and  Pilevsky  shall be
                  allocated  a  sufficient  amount of debt of Palm  Springs  Ltd
                  (including,  if  necessary,  by Palm  Springs  Ltd having made
                  available to Pilevsky  sufficient debt for him to guarantee or
                  indemnify through the execution of one or more "bottom dollar"
                  guarantees  or   indemnities)   so  that  Pilevsky  shall  not
                  recognize  any income or gain under  Section 752 or 465 of the
                  Internal Revenue Code of 1986, as amended.
<PAGE>

10.      As Is

         10.01    Pilevsky  expressly  acknowledges and agrees that,  subject to
                  and in  accordance  with  the  terms  and  conditions  of this
                  Agreement,  in connection  with  distribution  of the Assigned
                  Interest to  Pilevsky,  Pilevsky  accepts  the  Property on an
                  "as-is-where-is and with all faults" basis.

         10.02    This  Agreement,  as  written,  contains  all the terms of the
                  agreement  entered  into  between  the  parties as of the date
                  hereof,  and  Pilevsky  acknowledges  that  neither  Operating
                  Partnership nor any of its Affiliates or Representatives,  has
                  made  any  representations  or  held  out any  inducements  to
                  Pilevsky,   and  Operating   Partnership  hereby  specifically
                  disclaims any representation,  oral or written,  past, present
                  or future,  other than  those  specifically  set forth in this
                  Agreement.  Without  limiting the generality of the foregoing,
                  Pilevsky has not relied on any  representations or warranties,
                  and neither Operating Partnership nor any of its Affiliates or
                  Representatives  has or is willing to make any representations
                  or  warranties,  express  or  implied,  other  than  as may be
                  expressly set forth herein,  as to: (a) the status of title to
                  the  Property;  (b) the  current  or future  real  estate  tax
                  liability,  assessment or valuation of the  Property;  (c) the
                  potential  qualification  of the  Property  for  any  and  all
                  benefits conferred by any Laws whether for subsidies,  special
                  real estate tax treatment,  insurance,  mortgages or any other
                  benefits,  whether similar or dissimilar to those  enumerated;
                  (d) the  compliance  of the  Property  in its  current  or any
                  future state with applicable  Laws or any violations  thereof,
                  including,  without  limitation,  those relating to access for
                  the  handicapped,  environmental  or zoning  matters,  and the
                  ability  to obtain a change in the  zoning  or a  variance  in
                  respect to the Property's non-compliance,  if any, with zoning
                  Laws;  (e) the nature and extent of any  right-of-way,  lease,
                  possession, lien, encumbrance, license, reservation, condition
                  or otherwise;  (f) the  availability  of any financing for the
                  purchase,  alteration,  rehabilitation  or  operation  of  the
                  Property from any source, including,  without limitation,  any
                  government  authority or any lender; (g) the current or future
                  use of the Property;  (h) the present and future condition and
                  operating  state of any  personal  property and the present or
                  future  structural and physical  condition of the buildings or
                  other improvements located on the Property,  their suitability
                  for rehabilitation or renovation, or the need for expenditures
                  for capital improvements, repairs or replacements thereto; (i)
                  the viability,  financial  condition or continued occupancy of
                  any tenant;  (j) the status of the leasing market in which any
                  Property is located;  or (k) the actual or projected income or
                  operating expenses of the Property.

         10.03    Pilevsky or anyone  claiming  by,  through or under  Pilevsky,
                  hereby fully and irrevocably  releases Operating  Partnership,
                  its  Affiliates and  Representatives,  from any and all claims
                  that it may now have or hereafter  acquire  against  Operating
                  Partnership,  its Affiliates or Representatives  for any cost,
                  loss, liability,  damage,  expense, action or cause of action,
                  whether foreseen or unforeseen, arising from or related to any
                  construction  defects,  errors  or  omissions  on  or  in  the
                  Property, the presence of environmentally  hazardous, toxic or
                  dangerous substances, or any other conditions (whether patent,
                  latent or otherwise) affecting the Property.  Pilevsky further
                  acknowledges  and agrees that this release shall be given full
                  force and effect  according to each of its expressed terms and
                  provisions,  including,  but not limited to, those relating to
                  unknown and suspected claims, damages and causes of action.
<PAGE>

         10.04    This   Section  10  shall   survive   the  Closing  or  sooner
                  termination of this Agreement.

            [The remainder of this page is intentionally left blank.]


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered all on the day and year first above written.

WITNESS:                                   OPERATING PARTNERSHIP:
-------                                    ---------------------

                                           PHILIPS INTERNATIONAL REALTY, L.P.,
                                           a Delaware limited partnership

                                           By: Philips International Realty
                                           Corp., a Maryland corporation, its
                                           general partner


/s/ Daniel Mizrahi                         By: /s/ Louis J. Petra
------------------------------------       -----------------------------
Print Name: Daniel Mizrahi                 Name:  Louis J. Petra
           -------------------------       Title: President



WITNESS:

/s/ Louis J. Petra                         /s/ Philip Pilevsky
------------------------------------       -----------------------------
Print Name:  Louis J. Petra                PHILIP PILEVSKY
           -------------------------




<PAGE>


         The undersigned authorize and consent to (both on behalf of themselves
and Palm Springs Ltd) all of the transactions contemplated by this Agreement and
all of the provisions under this Agreement, and each shall (and shall cause Palm
Springs Ltd to) take any and all actions and execute and deliver any and all
instruments, documents or agreements and to otherwise extend their full
cooperation so as to effectuate and satisfy and cause the effectuation of and
satisfaction of any and all of the representations, warranties, covenants and
obligations made herein.

WITNESS:                                   PHILIPS INTERNATIONAL REALTY, L.P.,
                                           a Delaware limited partnership

                                           By: Philips International Realty
                                           Corp., a Maryland corporation, its
                                           general partner

/s/ Daniel Mizrahi                         By: /s/ Louis J. Petra
------------------------------------          ---------------------------------
Print Name: Daniel Mizrahi                 Name:  Louis J. Petra
           -------------------------       Title: President

WITNESS:                                   PALM SPRINGS MILE ASSOCIATES, LTD., a
                                           Florida limited partnership

                                           By: Philips Palm Springs Sub-VIII,
                                           Inc., a Delaware corporation, its
                                           general partner

/s/ Daniel Mizrahi                         By: /s/ Louis J. Petra
------------------------------------          ---------------------------------
Print Name: Daniel Mizrahi                 Name:  Louis J. Petra
           -------------------------       Title: President


WITNESS:                                   PHILIPS PALM SPRINGS SUB-VIII, INC.,
                                           a Delaware corporation

/s/ Daniel Mizrahi                         By: /s/ Louis J. Petra
------------------------------------          ---------------------------------
Print Name: Daniel Mizrahi                 Name:  Louis J. Petra
           -------------------------       Title: President

WITNESS:                                   PHILIPS INTERNATIONAL REALTY CORP., a
                                           Maryland corporation

/s/ Daniel Mizrahi                         By: /s/ Louis J. Petra
------------------------------------          ---------------------------------
Print Name: Daniel Mizrahi                 Name:  Louis J. Petra
           -------------------------       Title: President


<PAGE>


                                   SCHEDULE A

                        LEGAL DESCRIPTION OF THE PROPERTY

                                 [See attached]


<PAGE>


                                   SCHEDULE B

                                TENANCY AGREEMENT


<PAGE>


                                   SCHEDULE C

                       ASSIGNMENT OF PARTNERSHIP INTEREST

                      IN PALM SPRINGS MILE ASSOCIATES, LTD.

         THIS ASSIGNMENT OF PARTNERSHIP INTEREST (this "Assignment") is made as
of this ___ day of ___________, 2000, by PHILIPS INTERNATIONAL REALTY, L.P., a
Delaware limited partnership, having an office at 417 Fifth Avenue, Third Floor,
New York, New York 10016 ("Assignor") and PHILIP PILEVSKY, an individual, having
a residence at 41 Harborview West, Lawrence, New York 11559 ("Assignee").

                              W I T N E S S E T H:

         WHEREAS,  Assignor owns a 99.99% limited  partnership  interest in Palm
Springs  Mile  Associates,   Ltd.,  a  Florida  limited  partnership   ("Limited
Partnership");

         WHEREAS, Limited Partnership owns undivided interests in those four
parcels comprising that certain real property located in Miami Dade County,
State of Florida as more particularly described on Schedule 1 annexed hereto
(the "Property");

         WHEREAS, this Assignment is being made pursuant to that certain
Redemption Agreement dated as of April __, 2000 (the "Redemption Agreement") by
and between Assignor and Assignee, whereby in exchange for all of the units in
Assignor owned by Assignee, Assignor shall distribute to Assignee a 90% limited
partnership interest (the "Assigned Interest") in Limited Partnership having an
equity value and being encumbered by such debt as set forth in the Redemption
Agreement;

         WHERAS, simultaneously with the distribution of the Assigned Interest
to Assignee, Assignor shall, pursuant to a separate redemption agreement of even
date with the Redemption Agreement, distribute to SL Florida LLC, a Delaware
limited liability company, 10% partnership interest in Limited Partnership in
exchange for all of the units in Assignor owned by it, and Limited Partnership
shall redeem the 0.01% partnership interest in Limited Partnership owned by
Philips Palm Springs Sub-VIII, Inc., the general partner of Limited Partnership,
for an amount of cash equal to the equity value of such interest as of
immediately prior to this Assignment;

         WHEREAS, upon the distribution by Assignor of the Assigned Interest to
Assignee, Assignee shall no longer be a partner in Assignor; and

         WHEREAS, the Amended and Restated Limited Partnership Agreement of
Limited Partnership (the "Partnership Agreement") shall be amended and restated
to reflect the transactions undertaken pursuant to the Redemption Agreement and
other redemption agreements of even date therewith.
<PAGE>

         NOW, THEREFORE, for Ten ($10) Dollars and other good and valuable
consideration, the mutual receipt and legal sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:

1.   All of the recitals set forth above are incorporated herein as if fully set
     forth below.

2.   Assignor represents and warrants to Assignee that: (a) Assignor is the
     record owner of the Assigned Interest, and the Assigned Interest is free
     and clear of any lien, claim or encumbrance; (b) Assignor has full right,
     power and authority to perform the terms of this Assignment; and (c)
     Assignor has not heretofore sold, assigned, transferred, encumbered,
     pledged or hypothecated all or any part of the Assigned Interest.

3.   Assignor hereby sells, grants, assigns, transfers and conveys to Assignee
     all of its legal and beneficial right, title and interest in and to the
     Assigned Interest which shall include, without limitation, all right, title
     and interest, if any, of Assignor in and to the assets of Limited
     Partnership and Assignor's right to receive any past, present or future
     profits, gains, losses and distributions of any nature from Limited
     Partnership. The Partnership Agreement shall be amended to reflect that
     Assignee shall have an initial capital account balance immediately
     following Assignor's distribution of the Assigned Interest to Assignee
     equal to the equity value of such Assigned Interest as set forth in the
     Redemption Agreement, and to reflect that Assignee shall have a "profit"
     percentage interest of 90% in respect of the Assigned Interest.

4.   Assignee hereby accepts the Assignment of the Assigned Interest and agrees
     to assume, fulfill, perform and discharge all the obligations and
     liabilities of Assignor with respect to the Assigned Interest, accruing or
     obligated to be performed from and after the date hereof.

5.   The Assigned Interest shall be subject to the amount of Limited
     Partnership's debt as set forth in the Redemption Agreement, and such debt
     shall have terms no less favorable to Limited Partnership than those set
     forth on Schedule F to the Redemption Agreement.

6.   This  Assignment  shall inure to the benefit of and be binding  upon the
     parties hereto and their respective successors and assigns.

7.   This Assignment is the final expression of, and contains the entire
     agreement between, the parties with respect to the subject matter hereof,
     and supersedes all prior understandings with respect thereto.

8.   This Assignment may not be modified, changed, supplemented or terminated,
     nor may any obligations hereunder be waived, except by written instrument,
     signed by the party to be charged or by its agent duly authorized in
     writing, or as otherwise expressly permitted herein.

9.   This Assignment shall be interpreted and enforced in accordance with the
     laws of the State of New York without reference to principles of conflicts
     of laws.
<PAGE>

10.  This Assignment may be executed in one or more counterparts, each of which
     shall be deemed to be an original Assignment, but all of which, taken
     together, shall constitute but one and the same Assignment.

            [The remainder of this page is intentionally left blank.]


<PAGE>


         IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
as of the date first written above.

WITNESS:                                             ASSIGNOR:
-------                                              --------

                                           PHILIPS INTERNATIONAL REALTY, L.P., a
                                           Delaware limited partnership

                                           By: Philips International Realty
                                           Corp., a Maryland corporation, its
                                           general partner

                                           By:
------------------------------------       -----------------------------
Print Name:                                Name:
           -------------------------       Title:




WITNESS:                                   ASSIGNEE:
-------                                    --------


------------------------------------       --------------------------------
Print Name:                                PHILIP PILEVSKY
           -------------------------

         By signing below, Limited Partnership consents to Assignor's assignment
of the Assigned Interest to Assignee pursuant to this Assignment and the
Redemption Agreement and hereby agrees to amend the Partnership Agreement in
accordance with this Assignment and the Redemption Agreement and to admit
Assignee as a limited partner of Limited Partnership pursuant to the Partnership
Agreement, as may be amended from time to time.

PALM SPRINGS MILE ASSOCIATES, LTD.,
a Florida limited partnership

By: Philips Palm Springs Sub-VIII, Inc.,
a Delaware corporation, its general partner

By:
   -----------------------------
Name:
Title:


<PAGE>


                                   SCHEDULE 1

                        LEGAL DESCRIPTION OF THE PROPERTY

                                 [See attached]


<PAGE>


                                   SCHEDULE D

                                 GENERAL RELEASE

                           FROM OPERATING PARTNERSHIP

                                     RELEASE

TO ALL WHOM THESE PRESENTS
SHALL COME OR MAY CONCERN, KNOW THAT

PHILIPS INTERNATIONAL REALTY, L.P., a Delaware limited partnership, and PHILIPS
INTERNATIONAL REALTY CORP., a Maryland corporation, having an office at 417
Fifth Avenue, Third Floor, New York, New York 10016, on behalf of themselves and
each of their respective direct or indirect subsidiaries or other affiliates,
successors, predecessors and permitted assigns

                                                     collectively as RELEASOR,

for good and valuable consideration, receipt of which is hereby acknowledged,
release and discharge

PHILIP PILEVSKY, an individual a residence at 41 Harborview West, Lawrence, New
York 11559, and his direct or indirect subsidiaries, affiliates or partners,
successors, predecessors and permitted assigns

                            collectively as RELEASEE

from all actions, causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, extents,
executions, claims and demands whatsoever, in law, admiralty or equity, which
against RELEASEE, RELEASOR, ever had, now have or hereafter can, shall or may,
have for, upon, or by reason of any matter, cause or thing whatsoever from the
beginning of the world to the day of the date of this Release and relating to,
arising under or in connection with that certain Redemption Agreement dated as
of April __, 2000 by and among RELEASOR and RELEASEE.

This RELEASE may not be changed orally.

            [The remainder of this page is intentionally left blank.]


<PAGE>


In Witness Whereof, RELEASOR has hereunto set RELEASOR's hand and seal on this
___ day of April, 2000.

WITNESS:                                   RELEASOR:
-------                                    --------

                                           PHILIPS INTERNATIONAL REALTY, L.P., a
                                           Delaware limited partnership

                                           By: Philips International Realty
                                           Corp., a Maryland corporation, its
                                           general partner

                                           By:
------------------------------------       -----------------------------
Print Name:                                Name:
           -------------------------       Title:


                                           PHILIPS INTERNATIONAL REALTY CORP., a
                                           Maryland corporation


                                           By:
------------------------------------       -----------------------------
Print Name:                                Name:
           -------------------------       Title:


WITNESS:                                   RELEASEE:
-------                                    --------


------------------------------------       ------------------------------------
Print Name:                                PHILIP PILEVSKY
           -------------------------



<PAGE>


                                   SCHEDULE E

                                 GENERAL RELEASE

                                  FROM PILEVSKY

                                     RELEASE

TO ALL WHOM THESE PRESENTS
SHALL COME OR MAY CONCERN, KNOW THAT

PHILIP PILEVSKY, an individual a residence at 41 Harborview West, Lawrence, New
York 11559, and his direct or indirect subsidiaries, affiliates or partners,
successors, predecessors and permitted assigns

                            collectively as RELEASOR,

for good and valuable consideration, receipt of which is hereby acknowledged,
release and discharge

PHILIPS INTERNATIONAL REALTY, L.P., a Delaware limited partnership, and PHILIPS
INTERNATIONAL REALTY CORP., a Maryland corporation, having an office at 417
Fifth Avenue, Third Floor, New York, New York 10016, on behalf of themselves and
each of their respective direct or indirect subsidiaries or other affiliates,
successors, predecessors and permitted assigns

                            collectively as RELEASEE

from all actions, causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, extents,
executions, claims and demands whatsoever, in law, admiralty or equity, which
against RELEASEE, RELEASOR, ever had, now have or hereafter can, shall or may,
have for, upon, or by reason of any matter, cause or thing whatsoever from the
beginning of the world to the day of the date of this Release and relating to,
arising under or in connection with that certain Redemption Agreement dated as
of April __, 2000 by and among RELEASOR and RELEASEE.

This RELEASE may not be changed orally.

            [The remainder of this page is intentionally left blank.]


<PAGE>


In Witness Whereof, RELEASOR has hereunto set RELEASOR's hand and seal on this
___ day of April, 2000.

WITNESS:                                    RELEASOR:
-------                                     --------


------------------------------------        ------------------------------------
Print Name:                                 PHILIP PILEVSKY
           -------------------------



WITNESS:                                    RELEASEE:
-------                                     --------

                                            PHILIPS INTERNATIONAL REALTY, L.P.,
                                            a Delaware limited partnership

                                            By: Philips International Realty
                                            Corp., a Maryland corporation, its
                                            general partner


                                            By:
------------------------------------           ---------------------------------
Print Name:                                 Name:
           -------------------------        Title:


                                           PHILIPS INTERNATIONAL REALTY CORP.,
                                           a Maryland corporation


                                            By:
------------------------------------           ---------------------------------
Print Name:                                 Name:
           -------------------------        Title:


<PAGE>


                                   SCHEDULE F

                             TERMS OF DEBT FINANCING

1.  Borrower:              Palm Springs Ltd
2.  Lender:                Prudential Securities Credit Corporation, a Delaware
                           corporation
3.  Loan:                  $ 88M (estimated)
4.  Security:              First mortgage lien encumbering the Property
5.  Securitization:

(a)      Property:         "Philips Plaza", located in Hialeah, Florida
              Rate:        Fixed, 225 basis points above 10 year treasury, at 30
                           year amortization
              LTV:         75/1.3 x DSC
              Loan:        $ 7.5M (estimated)

(b)      Property:         "Shops at 49th Street", located in Hialeah, Florida
              Rate:        Fixed, 205 basis points above 10 year treasury, at 30
                           year amortization
              LTV:         80/1.25 x DSC
              Loan:        $ 21.0M (estimated)

(c)      Terms for both properties:
                  -10 year term
                  -no points
                  -Lender's standard securitization requirements regarding
                   structure and administration of loan
                  -"non recourse"
                  -no cross collateralization

6.  Bridge Loan

         Properties:       "Mall on the Mile", located in Hialeah, Florida.
                           "Palm Springs Village", located in Hialeah, Florida.
         Loan:             $60.1M (estimated)
         Terms:
                  -Floating, 200 basis points above LIBOR
                  -1 year initial term and 1 point fee, or 1 1/2 initial term
                   and 1 1/2 point fee (quarterly renewals) -no amortization
                  -construction loan available -10% recourse/guaranty, subject
                   to asset sale and elimination of 70% LTV (quarterly review)