<Page>

                                                                   Exhibit 10(a)

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                           PURCHASE AND SALE AGREEMENT


                                     Between


                                   SIBS, LLC,
                                    AS SELLER


                                       and


                               RFR HOLDING CORP.,
                                  AS PURCHASER


                         Dated: As of December 16, 2002


                       Property:       1334 York Avenue

                                       New York, New York 10021


================================================================================

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                                TABLE OF CONTENTS
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ARTICLE I      DEFINITIONS.....................................................1

     Section 1.1    Definitions................................................1

ARTICLE II     PURCHASE AND SALE; LEASEBACK....................................3

     Section 2.1    Purchase and Sale..........................................3

     Section 2.2    Payment of the Purchase Price..............................4

     Section 2.3    Scope of Sale..............................................4

     Section 2.4    Leaseback..................................................5

ARTICLE III    STATUS OF THE TITLE.............................................5

     Section 3.1    Permitted Encumbrances.....................................5

ARTICLE IV     TITLE INSURANCE, LIENS/ADJOURNMENT OF CLOSING DATE..............6

     Section 4.1    Title Objections...........................................6

     Section 4.2    Purchaser's Right to Adjourn Closing.......................6

     Section 4.3    No Actions.................................................7

     Section 4.4    Seller Affidavits..........................................7

     Section 4.5    Title Insurance............................................7

ARTICLE V      CLOSING.........................................................8

     Section 5.1     Closing...................................................8

     Section 5.2     Seller's Closing Items....................................8

     Section 5.3     Purchaser's Closing Items.................................9

     Section 5.4     Documents Jointly Executed by Seller and Purchaser.......10

     Section 5.5     Transfer and Recordation Taxes...........................10

     Section 5.6     Title Insurance and Survey Costs.........................11

     Section 5.7     1099 Compliance..........................................11

     Section 5.8     Attorney's Fees..........................................11

     Section 5.9     Closing Conditions.......................................11

ARTICLE VI     CLOSING ADJUSTMENTS............................................12

     Section 6.1    Closing Adjustments.......................................12

ARTICLE VII    COVENANTS OF SELLER............................................12

     Section 7.1    Covenants.................................................12

ARTICLE VIII   REPRESENTATIONS AND WARRANTIES.................................13
</Table>

                                        i
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     Section 8.1    Representations and Warranties By Seller..................13

     Section 8.2    Representations and Warranties By Purchaser...............15

     Section 8.3    Acknowledgments of Purchaser..............................16

     Section 8.4    No Financing Contingency..................................17

     Section 8.5    Damages for Breach of Representations.....................17

ARTICLE IX     NOTICES........................................................17

     Section 9.1    Notices...................................................17

ARTICLE X      CONFIDENTIALITY................................................18

     Section 10.1   Confidentiality...........................................18

     Section 10.2   Survival..................................................19

ARTICLE XI     DAMAGE AND DESTRUCTION.........................................19

     Section 11.1   Effect of Damage..........................................19

     Section 11.2   Estimates.................................................19

     Section 11.3   Disputes..................................................20

ARTICLE XII    CONDEMNATION...................................................20

     Section 12.1   Effect of Condemnation....................................20

ARTICLE XIII   DEFAULT BY PURCHASER OR SELLER.................................21

     Section 13.1   Purchaser Default.........................................21

     Section 13.2   Seller Default............................................21

     Section 13.3   Survival..................................................22

ARTICLE XIV    MISCELLANEOUS PROVISIONS.......................................22

     Section 14.1   Severability..............................................22

     Section 14.2   Rights Cumulative; Waivers................................22

     Section 14.3   Headings..................................................22

     Section 14.4   Construction..............................................22

     Section 14.5   Assignment................................................22

     Section 14.6   Counterparts..............................................23

     Section 14.7   Governing Law.............................................23

     Section 14.8   Jurisdiction; Venue.......................................23

     Section 14.9   Waiver of Trial by Jury...................................23

     Section 14.10  Brokers and Advisors......................................23

     Section 14.11  Integration...............................................23
</Table>

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     Section 14.12  Amendments................................................24

     Section 14.13  Further Assurances; Cooperation...........................24

     Section 14.14  No Recording..............................................24

     Section 14.15  Transaction Characterization..............................24
</Table>

                                       iii
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EXHIBITS AND SCHEDULES

Exhibit A           Land
Exhibit B           Escrow Agreement
Exhibit D           Deed
Exhibit E           FIRPTA Affidavit
Exhibit F           SNDA Agreement

Schedule 3.1(a)     Certain Permitted Encumbrances
Schedule 3.1(e)     Subleases
Schedule 8.1        Disclosure Schedules
                    Schedule 8.1(h)    Service Contracts
                    Schedule 8.1(i)    Occupancy Agreements
                    Schedule 8.1(t)    Tax Certiorari Proceedings

<Page>

                           PURCHASE AND SALE AGREEMENT

          THIS PURCHASE AND SALE AGREEMENT is entered into as of the 16 day of
December, 2002, by and between SIBS, LLC, a New York limited liability company
(the "SELLER"), and RFR HOLDING CORP. a New York corporation (the "PURCHASER").

                               W I T N E S S E T H

          WHEREAS, Seller is the owner of the land described in EXHIBIT A
attached hereto (the "LAND"), together with the improvements erected thereon
(the "BUILDING") known by the street address 1334 York Avenue, New York, NY; and

          WHEREAS, Seller has agreed to sell to Purchaser all of Seller's right,
title and interest in the Land, the Building, and all other items included
within the term "Property" in Section 2.3; and

          WHEREAS, Purchaser has agreed to purchase the Property from Seller;
and

          WHEREAS, Purchaser has agreed to lease to Sotheby's,  Inc.,  and
Sotheby's,  Inc. has agreed to lease from  Purchaser,  the Property pursuant to
the Lease (as defined below); and

          WHEREAS, the parties desire to set forth their respective rights and
obligations with respect to the transactions contemplated herein.

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

                                    ARTICLE I

                                   DEFINITIONS

          Section 1.1    DEFINITIONS.  For purposes of this Agreement, the
following terms shall have the meanings indicated below:

          "ACTIONS" has the meaning given to such term in Section 8.1(c).

          "ADJOURNED CLOSING DATE" has the meaning given to such term in Section
4.1(c).

          "AGREEMENT" means this Purchase and Sale Agreement, including all
Exhibits and Schedules hereto.

          "BUILDING" has the meaning given to such term in the first "WHEREAS"
clause of this Agreement.

          "BUSINESS DAY" has the meaning given to such term in Section 2.2.

<Page>

          "CITY TRANSFER TAX" has the meaning given to such term in Section
5.5(b).

          "CLOSING" means the consummation of the transactions described in
Article II.

          "CLOSING DATE" means either the Scheduled Closing Date or the
Adjourned Closing Date.

          "CODE" means the Internal Revenue Code of 1986, as amended.

          "COMMITMENT" has the meaning given to such term in Section 4.1(a).

          "CONTRACTS" has the meaning given to such term in Section 8.1(h).

          "DEED" has the meaning given to such term in Section 5.2(a).

          "DEPOSIT" has the meaning given to such term in Section 2.2(a).

          "ESCROW AGENT" has the meaning given to such term in Section 2.2(a).

          "EXCLUDED PROPERTY" has the meaning given to such term in Section 2.3.

          "FIRPTA AFFIDAVIT" has the meaning given to such term in Section
5.2(f).

          "GUARANTOR" has the meaning given to such term in Section 2.4.

          "JPMORGAN CHASE MORTGAGE" has the meaning given to such term in
Section 4.1(c).

          "LAND" has the meaning given to such term in the first "WHEREAS"
clause of this Agreement.

          "LEASE" has the meaning given to such term in Section 2.4.

          "LEASE GUARANTEE" has the meaning given to such term in Section 2.4.

          "LEASE SNDA" has the meaning given to such term in Section 5.4(d).

          "MAXIMUM AMOUNT" has the meaning given to such term in Section 14.16.

          "NOTICES" has the meaning given to such term in Section 9.1.

          "OCCUPANCY AGREEMENTS" has the meaning given to such term in Section
8.1(i).

          "PERMITTED ENCUMBRANCES" has the meaning given to such term in Section
3.1.

          "PROPERTY" has the meaning given to such term in Section 2.3.

          "PURCHASE PRICE" has the meaning given to such term in Section 2.2.

                                        2
<Page>

          "PURCHASER" has the meaning given to such term in the preamble to this
Agreement.

          "REPRESENTATIVES" means, with respect to any person or entity, such
person's or entity's agents or representatives, including, without limitation,
its directors, officers, members, employees, affiliates, partners, agents,
contractors, engineers, attorneys, accountants, consultants, brokers or
financial advisors.

          "SCHEDULED CLOSING DATE" has the meaning given to such term in Section
5.1.

          "SELLER" has the meaning given to such term in the preamble to this
Agreement.

          "SELLER KNOWLEDGE INDIVIDUALS" has the meaning given to such term in
Section 8.1.

          "STATE TRANSFER TAX" has the meaning given to such term in Section
5.5(b).

          "SUBTENANT" has the meaning given to such term in Section 3.1(e)(2).

          "SURVIVING REPRESENTATIONS" has the meaning given to such term in
Section 8.3(a).

          "SURVIVAL PERIOD" has the meaning given to such term in Section 8.5.

          "TAKING" has the meaning given to such term in Section 12.1.

          "TITLE COMPANY" means Counsel  Abstract,  Inc., as agent for a
reputable title  insurance  company,  licensed by the New York State Insurance
Department.

          "TITLE CURE PERIOD" has the meaning given to such term in Section
4.1(c).

          "TITLE OBJECTIONS" has the meaning given to such term in Section
4.1(a), as expanded to include certain Update Exceptions referred to in Section
4.1(b).

          "TITLE POLICY" has the meaning given to such term in Section 4.5.

          "UPDATE EXCEPTION" has the meaning given to such term in Section
4.1(b).

                                   ARTICLE II

                          PURCHASE AND SALE; LEASEBACK

          Section 2.1 PURCHASE AND SALE. Subject to the terms and provisions
set forth in this Agreement, on the Closing Date: (a) Seller shall transfer all
of Seller's right, title and interest in the Property to Purchaser and (b)
Purchaser shall pay the Purchase Price to Seller as provided in Section 2.2.

                                        3
<Page>

          Section 2.2 PAYMENT OF THE PURCHASE PRICE. The purchase price (the
"PURCHASE PRICE") for the Property is One Hundred Seventy-Five Million Dollars
($175,000,000), payable by Purchaser as follows:

                    (a)  A deposit (the "DEPOSIT") in the amount of Five Million
Dollars ($5,000,000), payable simultaneously with the execution of this
Agreement by wire transfer, in immediately available Federal Funds, to the
escrow account of Counsel Abstract, Inc., as escrow agent (the "ESCROW AGENT").
The Deposit shall be held by Escrow Agent in accordance with the terms of that
certain Escrow Agreement of even date herewith between Seller, Purchaser and
Escrow Agent in the form of EXHIBIT B attached hereto.

                    (b)  The balance of the Purchase Price, in the amount of One
Hundred Seventy Million Dollars ($170,000,000), subject to any adjustment
pursuant to Section 6.1(b), payable by wire transfer, in immediately available
Federal Funds, to the account of Seller held at JPMorgan Chase Bank, or such
other account as Seller may designate in writing on not less than two (2)
business days notice to Purchaser prior to the Closing, (which amount includes
the amount necessary to effect the assignment of the JPMorgan Chase Mortgage
(defined below) to Purchaser's lender at Closing)).

                    (c)  If the Closing shall occur, the proceeds of the Deposit
shall be delivered to Seller, and the interest on the Deposit, if any, shall be
paid one-half to each of Purchaser and Seller, all as contemplated under the
Escrow Agreement. If the Closing shall not occur and this Agreement shall be
terminated, then the interest earned on the Deposit shall be paid to the party
entitled to receive the Deposit as provided in this Agreement. The party
receiving such interest shall pay any income taxes thereon. Seller represents
that Seller's tax identification number is 13-4029878. Purchaser represents that
Purchaser's tax identification number is 13-3673089.

As used in this Agreement, the term "BUSINESS DAY" means every day other than
Saturdays, Sundays, all days observed by the federal or New York State
government as legal holidays and all days on which commercial banks in New York
State are required by law to be closed.

          Section 2.3 SCOPE OF SALE. As used in this Agreement, the term
"PROPERTY" shall mean all of the Seller's right, title and interest in and to
the following:

                    (a)  the Land;

                    (b)  the Building;

                    (c)  easements, covenants, servitudes and other rights now
belonging or appertaining to, or comprising a part of, the Land, and all right,
title and interest of the Seller in and to any land lying in the bed of any
street, road, avenue or alley, open or closed, in front of or behind or
otherwise adjoining the Land and to the center line thereof;

                    (d)  fixtures, equipment and machinery, exclusive of the
Excluded Property and used in connection with the operation, management,
maintenance or occupation of the Property in contradistinction to the operation
of Seller's business;

                                        4
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                    (e)  such licenses, permits, approvals and authorizations,
if any, which are customarily required to be transferred to evidence Seller's
ownership of the Property in contradistinction to the operation of Seller's
business; and

                    (f)  any unpaid awards for any taking by  condemnation or
any damage to the Land by reason of the change of grade of any street or
highway.

          As used in this Agreement, the term "EXCLUDED PROPERTY" shall mean (i)
all art work located in the Building, which art work is owned, leased or
otherwise held, including on consignment, by Seller, and will continue to be
owned, leased or otherwise held, including on consignment, by Seller or an
affiliate of Seller and its affiliates or a client of Seller and its affiliates
after the Closing Date and will continue to be located in the Building to permit
Seller's operation of its business under the terms of the Lease, (ii) all
fixtures, furniture, furnishings, equipment, supplies, tools, machinery,
security systems (relating to Seller's business as opposed to base building
security systems, if any), computer software or other personal property
(including, without limitation, trade fixtures in, on, around or affixed to the
Property) owned or leased by any contractor or employee or any client of Seller
and its affiliates, or by any tenant of Seller currently in occupancy at the
Property, or by any Subtenant of Seller in occupancy of the Property after
Closing and (iii) all fixtures, furniture, furnishings, equipment, supplies,
tools, machinery, security systems (relating to Seller's business as opposed to
base building security systems, if any), computer software and other personal
property (including, without limitation, trade fixtures in, on, around or
affixed to the Property) which is owned or leased by Seller or its affiliates or
otherwise used by Seller or its affiliates in connection with the operation of
Seller's or its affiliates' business (in contradistinction to the operation of
the Property), including, but not limited to, all specialized fixtures and
equipment used by Seller or its affiliates, such as, for example, audio-visual
equipment.

          Section 2.4    LEASEBACK. On the Closing Date, immediately following
conveyance of title to the Property to Seller, Purchaser shall lease to
Sotheby's, Inc., and Sotheby's, Inc. shall lease from Purchaser, the Property,
pursuant to the terms and conditions of the lease attached hereto as EXHIBIT C
(the "LEASE"), which shall be guaranteed by Sotheby's Holdings, Inc. (the
"GUARANTOR"), pursuant to the terms and conditions of the lease guarantee, the
form of which is attached to the Lease (the "LEASE GUARANTEE"). It is intended
by the parties that the Lease shall be treated as a "capital lease" under
Generally Accepted Accounting Principles.

                                   ARTICLE III

                               STATUS OF THE TITLE

          Section 3.1    PERMITTED ENCUMBRANCES. Subject to the terms and
provisions of this Agreement, Seller's right, title and interest in the Property
shall be sold, assigned and conveyed by Seller to Purchaser, and Purchaser shall
accept same, subject only to the matters described on Schedule 3.1 (a) attached
hereto (collectively, the "PERMITTED ENCUMBRANCES").

                                        5
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                                   ARTICLE IV

               TITLE INSURANCE, LIENS/ADJOURNMENT OF CLOSING DATE

          Section 4.1    TITLE OBJECTIONS. (a) Purchaser, at Purchaser's
expense, has engaged the Title Company to commence a search and examination of
title to the Property. Purchaser has caused to be delivered to Seller a copy of
the commitment to issue an owner's policy issued by the Title Company No.
TAB-U02-00454M, dated October 10, 2002 (the "COMMITMENT"). Seller acknowledges
that Purchaser has objected to all liens and encumbrances and noted violations
which appear in the Commitment other than the Permitted Encumbrances set forth
in Schedule 3.1 (a). Purchaser shall deliver to Seller a notice by Purchaser of
any liens, encumbrances and noted violations that are not Permitted Encumbrances
and that can be removed or satisfied by the payment of a present liquidated
amount (the "TITLE OBJECTIONS") revealed by the Commitment which Purchaser is
not required to accept. Subject to subparagraph (c) below, Seller shall be
obligated to cure any Title Objection on or before the Scheduled Closing Date.

                    (b)  If, on or prior to the Closing Date, the Title Company
shall deliver any update to the Commitment which discloses additional liens,
encumbrances or noted violations which were not disclosed in the Commitment,
that are not Permitted Encumbrances and that can be removed or satisfied by the
payment of a present liquidated amount (each, an "UPDATE EXCEPTION"), then
Purchaser shall have until the Closing Date to deliver notice to Seller, which
Update Exceptions shall become Title Objections.

                    (c)  Title Objections shall be deemed cured (1) over which
the Title Company is willing to insure (without additional cost to Purchaser),
(2) against which the Title Company is willing to provide affirmative insurance
(without additional cost to Purchaser), (3) which relate to the existing
$75,000,000 mortgage encumbering the Property held by JPMorgan Chase Bank (the
"JPMORGAN CHASE MORTGAGE"), which will be assigned at Closing to Purchaser's
lender and (4) which will be extinguished upon the transfer of the Property,
which Title Objections shall be deemed Permitted Encumbrances for all purposes
of this Agreement. Seller acknowledges that in order to cure a Title Objection
in the manner contemplated by the preceding sentence, Seller may be required to
deposit funds in escrow with the Title Company. Notwithstanding anything to the
contrary contained herein, if Seller is unable to eliminate the Title Objections
by the Scheduled Closing Date (defined below in Section 5.1), Seller may, upon
prior notice to Purchaser, adjourn the Scheduled Closing Date (such adjourned
Closing Date is herein referred to as the "ADJOURNED CLOSING DATE"), for a
period (the "TITLE CURE PERIOD") reasonably determined to be necessary by Seller
in order to cure Title Objections. Seller shall also have the right to invoke
the aforesaid mechanism and adjourn the Scheduled Closing Date to an Adjourned
Closing Date for any other commercially valid business reason on written notice
to Purchaser at least three (3) business days' prior to the Scheduled Closing
Date (or the Adjourned Closing Date if Purchaser previously adjourned the
Closing to a date earlier than February 11, 2003) setting forth the Adjourned
Closing Date. The parties hereby expressly agree that the Adjourned Closing Date
selected by the Seller in either instance shall not be a date beyond February
11, 2003. If the Adjourned Closing Date selected by Seller shall fall on
February 11, 2003, then, in such event, "time shall be of the essence" with
respect to both parties' obligation to close on such Adjourned Closing Date.

                                        6
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          Section 4.2    PURCHASER'S RIGHT TO ADJOURN CLOSING. If Purchaser
desires to adjourn the Scheduled Closing Date for a commercially valid business
reason, Purchaser shall provide Seller with at least three (3) business days
notice prior to the Scheduled Closing Date (or the Adjourned Closing Date if
Seller previously adjourned the Closing to a date earlier than February 11,
2003) setting forth the date of the Adjourned Closing Date, which can be no
later than February 11, 2003, which date shall be "time of the essence" with
respect to both parties' obligation to close on such Adjourned Closing Date,
subject to Seller's rights under Section 4.1(c).

          Section 4.3    NO ACTIONS. It is expressly understood that, should
there be an objection to title which does not fall within the definition of
Title Objections, in no event shall Seller be required to bring any action or
institute any proceeding, or to incur any costs or expenses in order to attempt
to eliminate any such objection to title. If Seller is unable to eliminate the
same within the Title Cure Period, unless the same is waived by Purchaser, then,
Purchaser may (i) accept the Property subject to such objection to title without
abatement of the Purchase Price, in which event (x) such objection to title
shall be deemed to be, for all purposes, a Permitted Encumbrance, (y) Purchaser
shall close hereunder notwithstanding the existence of same, and (z) Seller
shall have no obligations whatsoever after the Closing Date with respect to
Seller's failure to cause such objection to title to be eliminated, or (ii)
terminate this Agreement by notice given to Seller within five (5) business days
following the earlier of (A) the expiration of the Title Cure Period or (B)
Seller notifying Purchaser that such objection to title shall not be eliminated,
in which event Purchaser shall be entitled to a return of the Deposit (together
with any interest accrued thereon). If Purchaser shall fail to deliver the
termination notice described in clause (ii) within the five (5) business day
period described herein, Purchaser shall be deemed to have made the election
under clause (ii). Upon the timely giving of any termination notice under clause
(ii) or upon deemed termination pursuant to the immediately preceding sentence,
this Agreement shall terminate, the Deposit together with any interest accrued
thereon shall be returned to Purchaser and neither party hereto shall have any
further rights or obligations hereunder other than those which are expressly
provided to survive the termination hereof.

          Section 4.4    SELLER AFFIDAVITS. If the Commitment discloses
judgments, bankruptcies or other returns against other persons having names the
same as, or similar to, that of Seller, Seller shall deliver to the Title
Company an affidavit showing that such judgments, bankruptcies or other returns
are not against Seller in order to induce the Title Company to omit exceptions
with respect to such judgments, bankruptcies or other returns or to insure over
same. In addition, Seller shall deliver to the Title Company, all customary
affidavits required to omit (i) exceptions with respect to municipal emergency
repairs, (ii) exceptions with respect to (A) retroactive street vault charges,
together with interest and penalties thereon, and (B) work done by the City of
New York upon the Property or any demand made by the City of New York for any
such work that may result in charges by the New York City Department of
Environmental Protection for water tap closings or any related work, (iii)
exceptions with respect to fees for inspections, reinspections, examinations and
services performed by the Department of Buildings or for permits issued by the
Department of Buildings, and (iv) any other exceptions of a similar type;
provided that any of the exceptions enumerated in clauses (i) - (iv) are
customarily omitted from a title report on the basis of an affidavit from the
owner of the property being insured, without the expenditure of money and
without an indemnity by such owner (except to the extent provided in Section
4.1(c) above).

                                        7
<Page>

          Section 4.5    TITLE INSURANCE. It is contemplated that, at the
Closing, the Title Company shall issue to Purchaser or be irrevocably committed
to issue to Purchaser an owner's form title insurance policy (the "TITLE
POLICY"), in the amount of the Purchase Price, insuring that title to the
Property is vested in Purchaser in accordance with this Agreement. Purchaser
shall be entitled to request that the Title Company provide such endorsements
(or amendments) to the Title Policy as Purchaser may reasonably require,
provided that (a) such endorsements (or amendments) shall be at no cost to
Seller, (b) Purchaser's obligations under this Agreement shall not be
conditioned upon Purchaser's ability to obtain such endorsements or amendments
so long as Seller complies with its obligations under Section 4.1(c) and, if
Purchaser is unable to obtain such endorsements or amendments, Purchaser shall
nevertheless be obligated to proceed to close the transaction contemplated by
this Agreement without reduction or set off against the Purchase Price, and (c)
the Closing shall not be delayed beyond February 11, 2003 as a result of
Purchaser's request.

                                    ARTICLE V

                                     CLOSING

          Section 5.1    CLOSING. The Closing shall be held on January 31, 2003
(the "SCHEDULED CLOSING DATE") or on such Adjourned Closing Date as may be set
pursuant to the provisions of Article IV. The Closing on the Scheduled Closing
Date or the Adjourned Closing Date, as applicable, shall occur at 9:30 a.m.
Eastern Time, at the offices of Jones, Day, Reavis & Pogue, 222 East 41st
Street, New York, New York 10017 or at the offices in Manhattan of a lender, if
any, to Purchaser in connection with the transaction contemplated by this
Agreement, as Purchaser may request not less than three (3) business days prior
to the Scheduled Closing Date. If the Adjourned Closing Date shall fall on
February 11, 2003, then in such event time shall be of the essence with respect
to both parties' obligations to close on the applicable Adjourned Closing Date.
In order to facilitate the timely and expeditious closing of title and the
payment of the Purchase Price at the Closing, Seller and Purchaser shall conduct
and complete a comprehensive pre-closing at the offices of Jones, Day, Reavis &
Pogue on the business day immediately prior to the applicable Closing Date.

          Section 5.2    SELLER'S CLOSING ITEMS. At the Closing, Seller agrees
to execute, deliver, furnish or provide to Purchaser, or cause to be executed,
delivered, furnished or provided to Purchaser, the following:

                    (a)  a bargain and sale deed for the Land and Building with
covenants against grantor's acts and otherwise in accordance with all
requirements of applicable law and subject to certain of the Permitted
Encumbrances (the "DEED"), in the form attached hereto as EXHIBIT D.

                    (b)  the Lease Guarantee;

                    (c)  a Secretary's Certificate certifying that the
Management Committee of Seller has duly adopted resolutions authorizing the
within transaction and an executed and acknowledged Incumbency Certificate
certifying to the authority of the officers of such entity to execute the
documents to be delivered by such entity on the Closing Date;

                                        8
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                    (d)  a copy of the Articles of Organization and Operating
Agreement of Seller, certified to be true and correct by an officer of Seller;

                    (e)  a  certificate  from the  Secretary of State of the
State of New York as to Seller's good standing under the laws of the State of
New York;

                    (f)  a "non-foreign person" certification from Seller
pursuant to Section 1445 of the Code in the form attached hereto as EXHIBIT E
(the "FIRPTA AFFIDAVIT");

                    (g)  the affidavits or similar documents contemplated by
Section 4.4;

                    (h)  termination of the Lease, made by and between The
Benenson Capital Company, as landlord, and Sotheby Parke-Bernet, Inc., as
tenant, dated July 25, 1979, as referenced in the Memorandum of Lease dated as
of July 25, 1979, recorded August 8, 1979 in Reel 490 page 1477, affecting the
Property (in recordable form);

                    (i)  Certificate of Seller's Representations and Warranties;

                    (j)  set of plans and specifications of the Property;

                    (k)  Certificate  of Occupancy  (or copy  thereof,
certified by Seller as true and correct and the most current Certificate of
Occupancy issued for the Property);

                    (l)  copies of all permits, approvals, warranties,
variances, approvals and licenses, in connection with the ownership, occupancy,
maintenance or operation of the Property, to the extent Seller is in possession;
and

                    (m)  such other documents as may be reasonably necessary or
appropriate to effect the consummation of the transactions that are the subject
of this Agreement.

          Section 5.3    PURCHASER'S CLOSING ITEMS. At the Closing, Purchaser
agrees to execute, deliver, furnish or provide to Seller, or cause to be
executed, delivered, furnished or provided to Seller, the following:

                    (a)  the balance of the Purchase Price in the manner
required by Section 2.2(b);

                    (b)  a Secretary's Certificate certifying that the Board of
Directors of Purchaser has duly adopted resolutions authorizing the within
transaction and an executed and acknowledged Incumbency Certificate certifying
to the authority of the officers of such entity to execute the documents to be
delivered by such entity on the Closing Date;

                    (c)  a certificate  from the Secretary of State of the State
of New York as to Purchaser's good standing under the laws of New York if
applicable;

                    (d)  Certificate of Purchaser's Representations and
Warranties; and

                                        9
<Page>

                    (e)  such other documents as may be reasonably necessary or
appropriate to effect the consummation of the transactions that are the subject
of this Agreement.

          Section 5.4    DOCUMENTS  JOINTLY  EXECUTED  BY SELLER AND  PURCHASER.
At the  Closing,  Seller and  Purchaser  shall each execute and deliver  (and,
to the extent  applicable,  Seller  shall cause  Sotheby's,  Inc.  to execute
and  deliver)  the  following documents:

                    (a)  the City Transfer Tax and State Transfer Tax returns
provided for in Section 5.5 and the State of New York Real Property Transfer
Report, Form RP-5217NYC, all to be delivered to the Title Company;

                    (b)  the Lease;

                    (c)  a Memorandum of Lease, in proper statutory form for
recording;

                    (d)  a subordination, non-disturbance and attornment
agreement among Seller, Purchaser and Purchaser's lender, if any, substantially
in the form attached as EXHIBIT F, in proper form for recording (the "LEASE
SNDA");

                    (e)  the documentation necessary to comply with Section 5.7;

                    (f)  a letter of  direction  to the Escrow  Agent to
disburse the Deposit to Seller and to disburse one-half of the interest earned
thereon to each of Seller and Purchaser;

                    (g)  such other  documents as may be reasonably  necessary
or appropriate to effect the consummation of the transactions that are the
subject of this Agreement; and

                    (h)  a closing statement.

          Section 5.5    TRANSFER AND RECORDATION TAXES. (a) At the Closing, all
recording fees, recording taxes and sales taxes, if any, imposed in connection
with the conveyance of the Property pursuant to this Agreement shall be paid by
Purchaser.

                    (b)  At the Closing, Seller shall pay the New York State
Real Estate Transfer Tax (the "STATE TRANSFER TAX") in accordance with Article
31 of the Tax Law of the State of New York, and the New York City Real Property
Transfer Tax (the "CITY TRANSFER TAX") imposed by Chapter 21, Title 11 of the
Administrative Code of the City of New York, in connection with the conveyance
of the Property to Purchaser in accordance with the provisions of this
Agreement.

                    (c)  Seller and Purchaser shall each execute and/or swear to
the returns or statements required in connection with the State Transfer Tax and
the City Transfer Tax, and any other taxes referred to in this Section 5.5 or
otherwise applicable to the transactions contemplated by this Agreement, and
shall deliver same, together with the check or checks of Seller in payment
thereof which are required of Seller, to the Title Company on the Closing Date.
All such tax payments shall be made by certified or bank check payable directly
to the

                                       10
<Page>

order of the appropriate governmental officer, or in such manner as the
Title Company shall reasonably require and accept.

                    (d)  The provisions of this Section 5.5 shall survive the
Closing.

          Section 5.6    TITLE INSURANCE AND SURVEY COSTS. The costs of
examination of title (including all UCC, tax and other searches) and title
premiums for the issuance by the Title Company of policies of title insurance
insuring Purchaser's fee interest in the Property, conforming to the
requirements of Purchaser, shall be paid by Purchaser. The cost of obtaining new
or updated surveys for the Property, conforming to the requirements of
Purchaser, shall be paid by Purchaser. The provisions of this Section 5.6 shall
survive the Closing.

          Section 5.7    1099 COMPLIANCE. Seller and Purchaser shall execute,
acknowledge and deliver to the other party such instruments, and take such other
actions, as such other party may reasonably request in order to comply with
Section 6045(e) of the Code, or any successor provision or any regulations
promulgated pursuant thereto, insofar as the same requires reporting of
information in respect of real estate transactions. The parties designate the
Title Company as the responsible party for reporting this information as
required by law. The provisions of this Section 5.7 shall survive the Closing.

          Section 5.8    ATTORNEY'S FEES.  Seller and Purchaser shall each bear
the costs of their  respective  counsel in connection with the sale and purchase
of the Property.

          Section 5.9    CLOSING CONDITIONS. The obligation of Seller and
Purchaser to consummate the transaction contemplated by this Agreement shall be
conditioned on the following conditions, as of the Closing Date, provided the
party owed the condition may waive the non-performance thereof and the other
party owing such condition shall still be obligated to close hereunder:

                    (a)  all representations and warranties of Seller and
Purchaser are true and correct in all material respects as of the Closing Date,
except to the extent that any such representations and warranties expressly
relate to an earlier date and Purchaser has been provided with any updates
necessary to make the representations and warranties updated at closing true and
correct in all material respects on the Closing Date;

                    (b)  neither Seller nor Guarantor has filed nor has become
the subject of a bankruptcy proceeding;

                    (c)  there has been no material adverse change in the
financial condition of Seller or Guarantor since such financial condition was
represented to Purchaser pursuant to Section 8.1(n), except to the extent there
may be a material adverse change in such financial condition due to facts which
have been disclosed to Purchaser in writing which Purchaser has acknowledged
receipt of in such writing;

                    (d)  Seller shall have provided to Purchaser a legal opinion
from Jones, Day, Reavis and Pogue, in form and substance reasonably acceptable
to Purchaser, (i) as to the due authorization and execution of the Lease by the
tenant under the Lease and (ii) as to the due authorization and execution by
Guarantor of the Lease Guarantee; and

                                       11
<Page>

                    (e)  Purchaser shall have provided to Seller a legal opinion
of Fried, Frank, Harris, Shriver & Jacobson, in form and substance reasonably
acceptable to Seller, as to the due authorization and execution of the Lease by
Purchaser.

                                   ARTICLE VI

                               CLOSING ADJUSTMENTS

          Section 6.1    CLOSING ADJUSTMENTS. (a) Seller and Purchaser
acknowledge and agree that there shall be no closing adjustments, because of the
execution and delivery of the Lease at closing and that payments usually
adjusted will be paid by Seller or the tenant under the Lease.

                    (b)  If the covenants of Seller contained in Section 4.1(c)
and Section 7.1(f) below are not accomplished at Closing, other than due to the
act or omission of Purchaser or its lender, as to such condition, Seller shall
not be deemed in default hereunder and the balance of the Purchase Price payable
by Purchaser at closing will be reduced by $1,030,000.00, provided however, to
the extent the covenant is satisfied in part, the Purchase Price shall be
reduced by a pro rata amount so that Purchaser will be in the same economic
position as if the covenant had been fully satisfied.

                                   ARTICLE VII

                               COVENANTS OF SELLER

          Section 7.1    COVENANTS.  During the period from the date hereof
until the Closing Date, Seller shall:

                    (a)  operate, maintain and manage the Property in a manner
consistent with current practice, including, without limitation, maintaining
property and terrorism insurance coverage in effect on the date hereof;

                    (b)  not enter into any leases, subleases, rental
agreements, licenses and other occupancy agreements, for the use or occupancy of
all or any portion of the Property, nor cancel, modify, extend or renew or
accept any surrender, nor waive any default under any leases, subleases, rental
agreements, licenses and other occupancy agreements, in each instance without
the prior written consent of Purchaser, which consent shall not be unreasonably
withheld, conditioned or delayed;

                    (c)  not enter into any service contracts that cannot be
terminated on thirty (30) days written notice from the owner of the Property nor
modify, cancel, extend or renew any existing Contracts, in each instance without
the prior written consent of Purchaser, which consent shall not be unreasonably
withheld, conditioned or delayed;

                    (d)  not perform, nor permit to be performed, alterations to
the Property, except as necessary for ordinary repair and maintenance of the
Property and in the ordinary course of Seller's business, without the prior
consent of Purchaser, except to the extent

                                       12
<Page>

Landlord's (as such term is defined in the Lease) consent would be required to
any such alteration, pursuant to Section 9 of the Lease;

                    (e)  provide prompt notice of any condemnation or casualty
affecting the Property; and

                    (f)  Seller shall cause the JPMorgan Chase Mortgage to be
assigned to Purchaser's lender at Closing.

                                  ARTICLE VIII

                         REPRESENTATIONS AND WARRANTIES

          Section 8.1    REPRESENTATIONS AND WARRANTIES BY SELLER. Seller hereby
represents and warrants to Purchaser as of the date hereof that (except as noted
in Schedule 8.1):

                    (a)  Seller is a limited liability company, duly organized,
validly existing and in good standing under the laws of the State of New York;

                    (b)  Seller has the legal right, power and authority to
enter into this Agreement and perform all of its obligations hereunder, and the
execution and delivery of this Agreement and the performance by Seller of its
obligation hereunder, (x) has been duly authorized, and (y) will not conflict
with, or result in a breach of, any of the terms, conditions and provisions of
its organizational and governance documents or any law, statute, rule or
regulation, or order, judgment, writ, injunction or decree of any court or
governmental instrumentality, or any contract, agreement or instrument to which
it is a party or by which it is bound, or to which it or any portion of its
property is subject and (z) will not require the consent, approval, authority or
order of any court or governmental agency that has not been previously obtained
in writing or delivered to the Purchaser;

                    (c)  other than the three Lis Pendens identified in the
Commitment currently relating to mechanics' liens, there are no actions, suits,
hearings, litigations, governmental or administrative proceedings or
arbitrations presently pending or, to Seller's actual knowledge, threatened in
writing (collectively, the "ACTIONS") with respect to the Property and Seller
has delivered to Purchaser copies of all relevant documents, filings and other
materials relating to any such Actions (regardless of whether adequate insurance
coverage is available);

                    (d)  Seller has no actual knowledge of any pending
condemnation, eminent domain or similar proceedings with respect to the
Property, and has no actual knowledge that any such proceedings are threatened
or contemplated;

                    (e)  Seller has not granted any unrecorded rights of first
offer to purchase, rights of first refusal to purchase, purchase options or
similar rights or contractually required consents to transfer pertaining to the
Property;

                    (f)  the fixtures, furniture, furnishings, equipment,
machinery and other personal property attached to, appurtenant to or located on
the Property (other than the Excluded

                                       13
<Page>

Property which is not being transferred) have been fully paid for and are or
will, at Closing, be owned by Seller free and clear of all liens and
encumbrances;

                    (g)  Seller is not a "foreign person" within the meaning of
Section 1445(f)(3) of the Code;

                    (h)  attached hereto as Schedule 8.1(h) is a list of all
material service contracts (the "CONTRACTS") in effect as of the date hereof,
each of which Seller has heretofore delivered true, correct and complete copies
of to Purchaser; Seller has no knowledge of any default from any party to the
Contracts that has not been cured by any such defaulting party;

                    (i)  attached here to as Schedule 8.1(i) is a list of all
leases, subleases, licenses and occupancy agreements in effect as of the date
hereof (the "Occupancy Agreements"), each of which Seller has heretobefore
delivered true, correct and complete copies of to Purchaser, together with any
amendments, supplements, renewals or modifications thereof; Seller has no
knowledge of any material default by any party to such Occupancy Agreements that
has not been cured by any such defaulting party;

                    (j)  neither Seller nor Guarantor has (i) commenced a
voluntary case, or had entered against it a petition for relief under any
federal bankruptcy act or similar petition order or decree under any federal or
state law or statute relative to bankruptcy, insolvency or other relief for
debtors, (ii) caused, suffered or consented to the appointment of a receiver,
trustee, administrator, conservator, liquidator, or similar official in any
federal, state or foreign judicial or nonjudicial proceeding, to hold,
administer and/or liquidate all or substantially all of its asset, or (iii) made
an assignment for the benefit of creditors;

                    (k)  Seller has delivered heretobefore true, correct and
complete copies of Seller's property insurance against fire and other hazards
covered by extended coverage endorsement, including terrorism insurance and
commercial general liability insurance against claims for bodily injury, death,
and property damage occurring in, on or about the Property; all such policies
are currently in full force and effect;

                    (l)  there has been no work done upon the Property by order
of the City of New York, nor has the City of New York made any demand for any
such work that may result in charges by the City of New York or liens against
the Property;

                    (m)  Seller has granted no options, rights of first refusal,
contracts or other obligations outstanding (written or oral) for the sale,
exchange or transfer of the Property or any interest therein which would be
superior to the rights of Purchaser under this Agreement or which could survive
Closing;

                    (n)  Seller has heretofore delivered true and complete
copies of each of Guarantor's most current financial statements, which fairly
reflect the financial condition of Guarantor and Seller, and there has been no
material adverse change in the financial condition of Guarantor or Seller since
the date of such financial statements, except to the extent there may be a
material adverse change in such financial condition due to facts which have been
disclosed to Purchaser in writing which Purchaser has acknowledged receipt of in
such writing;

                                       14
<Page>

                    (o)  all  Impositions (as such term is defined in the
Lease) have been paid to date or are otherwise liens not yet due and payable;

                    (p)  Seller has no actual knowledge of a violation of any
applicable federal, state or local environmental regulations regarding the
Property and there are no suits, actions or proceedings pending or, to the
actual knowledge of Seller, threatened against Seller in connection therewith;

                    (q)  Seller has no actual knowledge of any zoning violations
relating to the Property issued against Seller;

                    (r)  Seller has no more recent environmental report with
respect to the Property than that certain Phase I Environmental Site Assessment
prepared by Emteque Corporation dated December, 2002;

                    (s)  There are no Actions against Seller or Guarantor and to
the actual knowledge of Seller or Guarantor, respectively, threatened which
would materially adversely affect the validity or enforceability of Seller's
obligations hereunder and under the Lease or the validity or enforceability of
Guarantor's obligations under the Lease Guarantee;

                    (t)  Attached as Schedule 8.1(t) is a true, correct and
complete schedule of the tax certiorari proceedings currently pending with
respect to the Property, the counsel acting in connection with such proceeding,
and the fee arrangement in effect with respect to each such proceeding, and
except as otherwise set forth in Schedule 8.1(t), (i) there are no tax
abatements or exemptions specifically affecting the Property, and (ii) no
written notice has been received, and Seller has no actual knowledge of any such
pending increase, any proposed increase in the assessed valuation of the
Property or of any proposed public improvement assessments, but Purchaser has
been advised that the Property may be reassessed as a result of (i) its recent
expansion and renovation and (ii) the transaction contemplated by this
Agreement; and

                    (u)   No portion of the Purchase Price is allocated to
personal property and the personal property included in the sale, if any, is de
minimus.

Any and all uses of the phrase, "to Seller's (or Guarantor's) actual knowledge"
or other references to Seller's or Guarantor's knowledge in this Agreement shall
mean the actual knowledge of Donaldson C. Pillsbury and William Sheridan (the
"SELLER KNOWLEDGE INDIVIDUALS") as to a fact at the time given. The actual or
constructive knowledge of any other individual or entity shall not be imputed to
the Seller Knowledge Individuals.

          Section 8.2    REPRESENTATIONS  AND WARRANTIES BY PURCHASER.
Purchaser hereby represents and warrants to Seller as of the date hereof that:

                    (a)  Purchaser is a corporation duly organized,  validly
existing and in good standing under the laws of the State of New York; and

                    (b)  Purchaser has the legal right, power and authority to
enter into this Agreement and perform all its obligations hereunder, and the
execution and delivery of this

                                       15
<Page>

Agreement and the performance by Purchaser of its obligations hereunder, (x) has
been duly authorized, and (y) will not conflict with, or result in a breach of,
any of the terms, conditions and provisions of its organizational and governance
documents or any law, statute, rule or regulation, or order, judgment, writ,
injunction or decree of any court or governmental instrumentality, or any
contract, agreement or instrument to which Purchaser is a party or by which it
is bound, or to which it or any portion of its property is subject and (z) will
not require the consent, approval, authority or order of any court or
governmental agency that has not been previously obtained in writing and
delivered to Seller.

          Section 8.3    ACKNOWLEDGMENTS OF PURCHASER.  Purchaser acknowledges
and agrees for the benefit of Seller that:

                    (a)  Except as otherwise expressly stated in this Agreement
or in any agreement or instrument executed and delivered by Seller to Purchaser
contemporaneously herewith, including, by way of example, but not limited to
representations and warranties set forth in Section 8.1 of this Agreement and
the limited warranty of title expressly set forth in the Deed (hereinafter
collectively referred to in this Section 8.3 as the "SURVIVING
REPRESENTATIONS"), Seller hereby expressly disclaims any and all representations
and warranties of any kind or character, express or implied, written or oral,
with respect to the Property, and Purchaser agrees to accept the Property "AS
IS, WHERE IS, WITH ALL FAULTS". Without limiting the generality of the preceding
sentence or any other disclaimer set forth herein, Seller and Purchaser hereby
agree that, except for the Surviving Representations, Seller has not made and is
not making any representations or warranties, express or implied, written or
oral, as to (a) the nature or condition, physical or otherwise, of the Property
or any aspect thereof, including, without limitation, any warranties of
habitability, suitability, merchantability or fitness for a particular use or
purpose, or the absence of latent or other defects in the Property, (b) the
nature or quality of construction, structural design or engineering of the
improvements or the state of repair or lack of repair of any of the
improvements, (c) the quality of the labor or materials included in the
improvements, (d) the soil conditions, drainage conditions, topographical
features, access to public rights-of-way, availability of utilities or other
conditions or circumstances which affect or may affect the Property or any use
to which the Property may be put, (e) any conditions which affect or may affect
the Property with respect to any particular purpose, use, development potential
or otherwise, (f) the area, size, shape, configuration, location, capacity,
quantity, quality, cash flow, expenses or value of the Property or any part
thereof, (g) the nature or extent of title to the Property, or any easement,
servitude, right-of-way, possession, lien, encumbrance, license, reservation,
condition or otherwise that may affect title to the Property, (h) any
environmental, geological, structural, or other condition or hazard or the
absence thereof heretofore, now or hereafter affecting in any manner the
Property, including but not limited to, the presence or absence of asbestos or
any environmentally hazardous substance on, in, under or adjacent to the
Property, (i) the compliance of the Property or the operation or use of the
Property with any applicable restrictive covenants, or with any laws, ordinances
or regulations of any governmental body (including specifically, without
limitation, any zoning laws or regulations, any building codes, any
environmental laws, and the Americans with Disabilities Act of 1990, 42 U.S.C.
12101 et seq.). The provisions of this Section 8.3 shall be binding on Purchaser
and shall survive the Closing.

                                       16
<Page>

                    (b)  Purchaser has been given the opportunity to inspect the
Property, and the leases, contracts and other materials (including, without
limitation, title materials and financial reports) relating to the Property that
Purchaser deemed necessary to inspect and review in connection with the
transaction contemplated by this Agreement, and Purchaser has had the
opportunity to retain such environmental consultants, structural engineers and
other experts as it deemed necessary to inspect the Property and review such
materials. Purchaser is relying on its own investigation and the advice of its
experts regarding the Property, and upon its review of leases, contracts, and
other materials, and not on any representations or warranties of Seller (other
than the Surviving Representations). Purchaser acknowledges that Seller makes
absolutely no representations or warranties with respect to the accuracy or
completeness of any information, reports or other materials delivered to
Purchaser except as may be expressly set forth in the Surviving Representations
or elsewhere in this Agreement or in the instruments executed and delivered at
Closing.

          Section 8.4    NO FINANCING  CONTINGENCY.  Purchaser  acknowledges
and agrees that its obligations under this Agreement shall not be subject to any
financing or other contingency.

          Section 8.5    DAMAGES FOR BREACH OF REPRESENTATIONS. In the event of
a material breach with respect to any representation or warranty made by Seller
or Purchaser under this Agreement, the non-breaching party shall be entitled to
pursue a claim with respect to such breach if and only if (i) written notice of
such breach is given to the breaching party on or prior to the expiration of the
applicable Survival Period (as defined below in this Section 8.5) for such
breach, which notice must contain a reasonably detailed description of the facts
relating to the claimed breach and (ii) the liability and losses arising out of
such breach, when aggregated with all other breaches, if any, of representations
and warranties under this Agreement, shall exceed $100,000. With respect to the
liability incurred by Seller for any breach of any representation or warranty
made by Seller, any such liability shall be joint and several with Guarantor.
For purposes of this Section 8.5, "SURVIVAL PERIOD" shall mean: with respect to
the representations and warranties in Sections 8.1(a), 8.1(b), 8.2(a) and
8.2(b), a period without expiration, with respect to the representation and
warranty in Section 8.1(n), a period of three (3) years and with respect to all
other representations and warranties, a period of one (1) year commencing on the
day following the Closing Date. The provisions of this Section 8.5 shall survive
the Closing.

                                   ARTICLE IX

                                     NOTICES

          Section 9.1    NOTICES. All notices, demands, requests, approvals or
other communications ("NOTICES") required to be given or which may be given
hereunder shall be in writing and shall be given by personal delivery with
receipt acknowledged or by United States registered or certified mail, return
receipt requested, postage prepaid or by Federal Express or other reputable
national overnight courier service, and shall be deemed given when received or
refused at the following addresses:

                                       17
<Page>

          If to Seller:       SIBS, LLC
                              c/o Sotheby's Holdings, Inc.
                              1334 York Avenue
                              New York, New York 10021
                              Attention:  Donaldson C. Pillsbury, Esq.
                                   Executive Vice President and General Counsel

          With copies to:     Sotheby's Holdings, Inc.
                              1334 York Avenue
                              New York, New York 10021
                              Attention:  Mr. William Sheridan
                                   Executive Vice President and Chief Financial
                                   Officer

          and:                Sotheby's Holdings, Inc.
                              1334 York Avenue
                              New York, New York 10021
                              Attention:  Mr. Robert Wolcott
                                   Senior Vice President/Director-Tax Department
                                   and Treasurer

          and:                Jones, Day, Reavis & Pogue
                              222 East 41st Street
                              New York, New York 10017
                              Attention:  Susanna S. Fodor, Esq.

          If to Purchaser:    c/o RFR Holding LLC
                              400 Park Avenue
                              15th Floor
                              New York, New York 10022
                              Attention:  Mr. Aby Rosen

          With a copy to:     Fried, Frank, Harris, Shriver & Jacobson
                              One New York Plaza
                              New York, New York  10004
                              Attention:  Jonathan L. Mechanic, Esq.

Each party may designate a change of address (or additional or substitute
parties for notice) by notice to the other party, given at least fifteen (15)
days before such change of address is to become effective. The giving of any
notice required hereunder may be waived in writing by the party entitled to
receive such notice.

                                    ARTICLE X

                                 CONFIDENTIALITY

          Section 10.1   CONFIDENTIALITY.  Purchaser  acknowledges  and  agrees
that it shall be bound by all of the terms and conditions of that certain
confidentiality letter agreement

                                       18
<Page>

between J.P. Morgan Securities Inc., on behalf of Sotheby's Holdings Inc. and
RFR Holding Corp., dated as of November 4, 2002. Between the date hereof through
and including the Closing Date, Purchaser and Seller shall not (and shall each
use reasonable efforts to cause their respective Representatives, including,
without limitation, financial institutions not to) disclose, make known,
divulge, disseminate or communicate the Purchase Price or any of the terms of
this Agreement or this transaction or any agreement, document or understanding
pertinent to the instant transaction without the consent of the other party,
except (i) as required by law, (ii) to their respective Representatives involved
in the transaction or their respective businesses, (iii) to Purchaser's
prospective lenders or investors or (iv) to Seller's lender or investors.

          Section 10.2   SURVIVAL.  The provisions of Section 10.1 shall survive
the termination of this Agreement.


                                   ARTICLE XI

                             DAMAGE AND DESTRUCTION

          Section 11.1   EFFECT OF DAMAGE. If all or any part of the Property is
damaged by fire or other casualty occurring following the date hereof and prior
to the Closing Date, whether or not such damage affects a material part of the
Property,

                    (a)  if the estimated cost of repair or restoration is less
than or equal to Fifteen Million Dollars ($15,000,000), neither party shall have
the right to terminate this Agreement and the parties shall nonetheless
consummate this transaction in accordance with this Agreement, without any
abatement of the Purchase Price or any liability or obligation on the part of
Seller by reason of said destruction or damage. In such event, Seller, in
consultation with Purchaser shall make a claim for and to collect any casualty
insurance proceeds received under the casualty insurance policies in effect with
respect to the Property on account of said physical damage or destruction and
the parties will proceed in such event in accordance with Section 12 of the
Lease, as though Seller was the tenant and Purchaser was the landlord,
respectively; and

                    (b)  if the estimated cost of repair or restoration exceeds
Fifteen Million Dollars ($15,000,000), Purchaser shall have the option,
exercisable within thirty (30) days after receipt of notice of the occurrence of
such fire or other casualty and such factual information regarding the casualty
and availability of insurance proceeds as is reasonably sufficient to enable
Purchaser to make an informed decision about whether or not to proceed to
Closing, to terminate this Agreement by delivering notice thereof to the other
party, whereupon the Deposit (together with any interest accrued thereon) shall
be returned to Purchaser and this Agreement shall be deemed canceled and of no
further force or effect, and neither party shall have any further rights or
liabilities against or to the other except for such provisions which are
expressly provided in this Agreement to survive the termination hereof. If a
fire or other casualty described in this clause (b) shall occur and Purchaser
shall have elected to proceed with the consummation of the transaction
contemplated by this Agreement, then in such event, irrespective of the cost of
repair or restoration exceeding Fifteen Million Dollars ($15,000,000), the
parties shall proceed to the Closing and consummate this transaction and their
rights and obligations shall be the same as those set forth under Section
11.1(a).

                                       19
<Page>

          Section 11.2   ESTIMATES. The estimated cost to repair and/or restore
contemplated in Section 11.1 above shall be established by estimates obtained by
Seller from independent contractors, subject to Purchaser's review and
reasonable approval of the same and the provisions of Section 11.3 below.

          Section 11.3   DISPUTES. The provisions of this Article XI supersede
the provisions of Section 5-1311 of the General Obligations Law of the State of
New York. Any disputes under this Article XI as to the cost of repair or
restoration shall be resolved by expedited arbitration before a single
arbitrator acceptable to both Seller and Purchaser in their reasonable judgment
in accordance with the expedited construction rules then obtaining of the
American Arbitration Association; provided that if Seller and Purchaser fail to
agree on an arbitrator within five (5) days after a dispute arises, then either
party may request The Real Estate Board of New York, Inc., to designate an
arbitrator. Such arbitrator shall be an independent architect or engineer having
at least ten (10) years of experience in the construction of comparable office
buildings in Manhattan. The determination of the arbitrator shall be conclusive
and binding upon the parties. The costs and expenses of such arbitrator shall be
borne equally by Seller and Purchaser.

                                   ARTICLE XII

                                  CONDEMNATION

          Section 12.1   EFFECT OF CONDEMNATION. If, prior to the Closing Date,
any part of the Property is taken, or if Seller shall receive an official notice
from any governmental authority having eminent domain power over the Property of
its intention to take, by eminent domain proceeding, any part of the Property (a
"TAKING"), then:

                    (a)  if such Taking is less than or equal to Fifteen Million
Dollars ($15,000,000), neither party shall have any right to terminate this
Agreement, and the parties shall nonetheless consummate this transaction in
accordance with this Agreement, without any abatement of the Purchase Price or
any liability or obligation on the part of Seller by reason of such Taking and
in such event the parties shall proceed in accordance with the terms of Section
13 of the Lease as if Seller was the tenant thereunder and Purchaser the
landlord, respectively.

                    (b)  if such Taking is more than Fifteen Million Dollars
($15,000,000), Purchaser shall have the option, exercisable within thirty (30)
days after receipt of notice of such Taking and such factual information
regarding the Taking and the availability of awards or other proceeds of such
Taking as is reasonably sufficient to enable Purchaser to make an informed
decision about whether or not to proceed to Closing, to terminate this Agreement
by delivering notice thereof to the other party, whereupon the Deposit (together
with any interest earned thereon) shall be returned to Purchaser and this
Agreement shall be deemed canceled and of no further force or effect, and
neither party shall have any further rights or liabilities against or to the
other except pursuant to the provisions of this Agreement which are expressly
provided to survive the termination hereof. If a Taking described in this clause
(b) shall occur and Purchaser shall have elected to consummate the transaction
contemplated by this Agreement, then Purchaser and Seller shall consummate this
transaction in accordance with this Agreement, without any abatement of the
Purchase Price or any liability or obligation on the part of Seller by

                                       20
<Page>

reason of such Taking and in such event the parties shall proceed in accordance
with the terms of Section 13 of the Lease as if Seller was the tenant thereunder
and Purchaser the landlord, respectively.

                    (c)  The provisions of this Article XII supersede the
provisions of Section 5-1311 of the General Obligations Law of the State of New
York. Any disputes under this Article XII as to whether the Taking is less than
or equal to Fifteen Million Dollars ($15,000,000) shall be resolved by expedited
arbitration before a single arbitrator acceptable to both Seller and Purchaser
in their reasonable judgment in accordance with the expedited commercial rules
then obtaining of the American Arbitration Association; provided that if Seller
and Purchaser fail to agree on an arbitrator within five (5) days after a
dispute arises, then either party may request The Real Estate Board of New York,
Inc. to designate an arbitrator. Such arbitrator shall be an independent
appraiser having at least ten (10) years of experience in the valuation of
comparable office buildings in Manhattan. The costs and expenses of such
arbitrator shall be borne equally by Seller and Purchaser.

                                  ARTICLE XIII

                         DEFAULT BY PURCHASER OR SELLER

          Section 13.1   PURCHASER DEFAULT. If Purchaser shall default in the
payment of the Purchase Price or if Purchaser shall default in the performance
of any of its other obligations to be performed on the Closing Date, Seller's
sole remedy by reason thereof shall be to terminate this Agreement and, upon
such termination, Seller shall be entitled to retain the Deposit (and any
interest earned thereon) as liquidated damages for Purchaser's default
hereunder, it being agreed that the damages by reason of Purchaser's default are
difficult, if not impossible, to ascertain, and thereafter Purchaser and Seller
shall have no further rights or obligations under this Agreement except for
those rights and obligations that are expressly provided in this Agreement to
survive termination hereof. If Seller terminates this Agreement pursuant to a
right given to it hereunder and Purchaser takes any action which interferes with
Seller's ability to sell, exchange, transfer, lease, dispose of or finance the
Property or take any other actions with respect thereto (including, without
limitation, the filing of any lis pendens or other form of attachment against
the Property), then the named Purchaser (and any assignee of Purchaser's
interest hereunder) shall be liable for all loss, cost, damage, liability or
expense (including, without limitation, reasonable attorneys' fees, court costs
and disbursements) incurred by Seller by reason of such action to contest by
Purchaser.

          Section 13.2   SELLER DEFAULT. If Seller shall default in any of its
obligations to be performed on or before the Closing Date, Purchaser as its sole
remedy by reason thereof (in lieu of prosecuting an action for damages or
proceeding with any other legal course of conduct, the right to bring such
actions or proceedings being expressly and voluntarily waived by Purchaser, to
the extent legally permissible, following and upon advice of its counsel) shall
have the right subject to the other provisions of this Section 13.2: (i) to seek
to obtain specific performance of Seller's obligations hereunder, provided that
any action for specific performance shall be commenced within ninety (90) days
after Purchaser has knowledge of such default, and if Purchaser prevails
thereunder, Seller shall reimburse Purchaser for all reasonable legal fees,
court costs and all other reasonable costs of such action or (ii) to receive a
return of the Deposit (together with any interest earned thereon), it being
understood that if Purchaser fails to commence an action for specific
performance within ninety (90) days after Purchaser has knowledge of such
default, Purchaser's sole remedy shall be to receive a return of the Deposit

                                       21
<Page>

(together with any interest earned thereon). Upon such return and delivery, this
Agreement shall terminate and neither party hereto shall have any further rights
or obligations hereunder except for those rights and obligations set forth in
Article X. Notwithstanding the foregoing, Purchaser shall have no right to seek
specific performance if Seller fails to cure or remedy a state of facts that
Seller is not obligated to cure, pursuant to Article IV.

          Section 13.3   SURVIVAL.  The provisions of this Article XIII shall
survive the termination hereof.

                                   ARTICLE XIV

                            MISCELLANEOUS PROVISIONS

          Section 14.1   SEVERABILITY. Each part of this Agreement is intended
to be severable. If any term, covenant, condition or provision hereof is
unlawful, invalid, or unenforceable for any reason whatsoever, this Agreement
shall be construed without such term, covenant, condition or provision.

          Section 14.2   RIGHTS CUMULATIVE; WAIVERS. The rights of each of the
parties under this Agreement are cumulative and may be exercised as often as any
party considers appropriate. The rights of any of the parties hereunder shall
not be capable of being waived or varied otherwise than by an express waiver or
variation in writing executed by all of the parties hereto. Failure to exercise
or any delay in exercising any of such rights also shall not operate as a waiver
or variation of that or any other such right. Defective or partial exercise of
any of such rights shall not preclude any other or further exercise of that or
any other such right. No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising any such right or
constitute a suspension or any variation of any such right.

          Section 14.3   HEADINGS. The headings contained in this Agreement are
inserted for convenience only and shall not affect the meaning or interpretation
of this Agreement or any provision hereof.

          Section 14.4   CONSTRUCTION. Unless the context otherwise requires,
singular nouns and pronouns, when used herein, shall be deemed to include the
plurals of such nouns or pronouns and pronouns of one gender shall be deemed to
include the equivalent pronouns of the other gender.

          Section 14.5   ASSIGNMENT. Purchaser shall not assign its rights under
this Agreement to any other party without the prior written consent of Seller;
provided, however, on or before closing, Purchase may assign this Agreement to
an entity (i) in which the principals of Purchaser on the date hereof continue
to hold not less than a ten percent (10%) ownership interest in Purchaser or the
Assignee entity; (ii) such principals control the day-to-day management of such
entity and (iii) such principals have the powers customarily reserved to a
managing general partner, managing member or equivalent party (subject to
certain approval

                                       22
<Page>

rights of the type customarily reserved to other partners, members or equivalent
parties of the entity over certain major decisions). Purchaser will not sell the
Property to a third party within twenty-four (24) months of the Closing Date.
The provisions of this Section 14.5 shall survive the Closing.

          Section 14.6   COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be an original, and all of which
taken together shall constitute one and the same Agreement.

          Section 14.7   GOVERNING LAW. This Agreement shall be construed, and
the rights and obligations of Seller and Purchaser hereunder shall be
determined, in accordance with the laws of the State of New York.

          Section 14.8   JURISDICTION; VENUE. For the purposes of any suit,
action or proceeding involving this Agreement, the parties hereto hereby
expressly submit to the jurisdiction of all federal and state courts sitting in
New York County in the State of New York and consent that any order, process,
notice of motion or other application to or by any such court or a judge thereof
may be served within or without such court's jurisdiction by registered mail or
by personal service, PROVIDED that a reasonable time for appearance is allowed,
and the parties hereto agree that such court shall have exclusive jurisdiction
over any such suit, action or proceeding commenced under this Agreement. Each
party hereby irrevocably waives any objection that it may have now or hereafter
to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement brought in any federal or state court sitting in New
York County in the State of New York and hereby further irrevocably waives any
claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.

          Section 14.9   WAIVER OF TRIAL BY JURY. The parties hereto waive any
right to a trial by jury of any dispute arising under or relating to this
Agreement.

          Section 14.10  BROKERS AND ADVISORS. (a) Seller and Purchaser each
warrants and represents to the other that it has not dealt or negotiated with
any broker in connection with the sale of the Property as provided by this
Agreement. Seller and Purchaser each hereby agrees to indemnify and hold the
other harmless from all loss, cost, damage or expense (including reasonable
attorneys' fees) incurred by the other as a result of any claim arising out of
the acts of the indemnifying party (or others on its behalf) for a commission,
finder's fee or similar compensation made by any broker, finder or any party who
claims to have dealt with such party.

                    (b)  Seller shall be responsible  for the payment of any
sums due J.P. Morgan Securities Inc. and J.P. Morgan Real Estate Advisors, Inc.
in their capacity as financial advisors to Seller and for the payment of all
professionals and other advisors retained by the Seller in connection with the
sale of the Property. Purchaser shall be responsible for the payment of all
professionals and advisors retained by Purchaser in connection with the sale of
the Property.

                    (c)  The provisions of this Section 14.10 shall survive the
Closing.

                                       23
<Page>

          Section 14.11  INTEGRATION. This Agreement sets forth the entire
agreement and understanding of the parties hereto with respect to the specific
matters agreed to herein and supersedes all prior agreements or understandings
between the parties with respect to the matters contained herein. The parties
hereto acknowledge that no oral or other agreements, understandings,
representations or warranties exist with respect to this Agreement or with
respect to the obligations of the parties hereto under this Agreement, except
those specifically set forth in this Agreement.

          Section 14.12  AMENDMENTS.  This Agreement may not be changed,
modified or terminated, except by an instrument in writing signed by the parties
hereto.

          Section 14.13  FURTHER ASSURANCES; COOPERATION. The parties will
execute, acknowledge and deliver all and every such further acts, deeds,
conveyances, assignments, notices, transfers and assurances as may be reasonably
required for the better assuring, conveying, assigning, transferring and
confirming unto Purchaser the Property and for carrying out the intentions or
facilitating the consummation of the transactions contemplated by this
Agreement. In furtherance thereof, the parties hereto shall cooperate with each
other to effectuate the transactions contemplated by this Agreement and to
minimize transaction costs. The provisions of this Section 14.13 shall survive
the Closing.

          Section 14.14  NO RECORDING. Neither this Agreement nor any memorandum
hereof may be recorded without first obtaining Seller's consent thereto.

          Section 14.15  TRANSACTION CHARACTERIZATION. (a) It is the intent of
the parties that the conveyance of the Property to Purchaser be an absolute
conveyance in effect as well as form, and the instruments of conveyance to be
delivered at Closing are not intended to serve or operate as a mortgage,
equitable mortgage, security agreement, trust conveyance or financing or trust
arrangement of any kind, nor as a preference or fraudulent conveyance against
any creditors of Seller. After the execution and delivery of the instruments of
conveyance described in Section 5.2, Seller will have no legal or equitable
interest or any other claim or interest in the Property other than as set forth
in the Lease. Furthermore, the parties intend for the Lease to be a "capital
lease" under Generally Accepted Accounting Principles and not a transaction
creating an operating lease, a financing lease, equitable mortgage, mortgage,
deed of trust, security interest or other financing arrangement, and the
economic realities of the Lease are those of a capital lease.

                    (b)  Notwithstanding the existence of the Lease, none of the
parties shall contest the validity, enforceability or characterization of the
sale and purchase of the Property by Purchaser pursuant to this Agreement as an
absolute conveyance, and both parties shall support the intent expressed herein
that the purchase of the Property by Purchaser pursuant to this Agreement
provides for an absolute conveyance and does not create a joint venture,
partnership, equitable mortgage, trust, financing device or arrangement,
security interest or the like, if, and to the extent that, any challenge occurs.
The provisions of this Section 14.15 shall survive the Closing.

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first referenced above.

                                       24
<Page>

                              SELLER:

                              SIBS, LLC

                              By: /s/ WILLIAM S. SHERIDAN
                                  ----------------------------------------------
                                  Name:  William S. Sheridan
                                  Title: Executive Vice President and
                                         Chief Financial Officer


                              PURCHASER:

                              RFR HOLDING CORP.

                              By: /s/ ABY ROSEN
                                  ----------------------------------------------
                                  Name:  Aby Rosen


Guarantor, solely with respect to the Guarantor's
representations contained in Section
8 of the Agreement and Section
8.5 thereof

SOTHEBY'S HOLDINGS, INC.

By: /s/ WILLIAM S. SHERIDAN
    --------------------------------------------
    Name:  William S. Sheridan
    Title: Executive Vice President and
           Chief Financial Officer


                                       25
<Page>

                                    EXHIBIT A

                             Description of the Land

ALL the certain plot, piece or parcel of land, situate, lying and being in the
Borough of Manhattan, City, County and State of New York, bounded and described
as follows:

BEGINNING at the corner formed by the intersection of the easterly side of York
Avenue (formerly Avenue A) and the southerly side of 72nd Street; running thence
in a southerly direction along the easterly side of York Avenue 204 feet 4
inches to the corner formed by the intersection of the easterly side of York
Avenue and the northerly side of 71st Street; running thence in an easterly
direction along the northern side of 71st Street, 198 feet; thence in a
northerly direction and parallel with York Avenue 204 feet 4 inches to the
southerly side of 72nd Street; and thence in a westerly direction along with
southerly side of 72nd Street 198 feet to the point or place of BEGINNING.

<Page>

                                    EXHIBIT B

                                Escrow Agreement


                                              As of December 16, 2002


SIBS, LLC
1334 York Avenue
New York, New York  10021

RFR HOLDING CORP.
c/o RFR Holding LLC
400 Park Avenue
15th Floor
New York, New York 10022

[Ladies and Gentlemen]:

          Reference is made to that certain Purchase and Sale Agreement dated as
of December [ ], 2002 (the "CONTRACT OF SALE") by and between SIBS, LLC
("SELLER") and RFR HOLDING CORP. ("PURCHASER"). Pursuant to the Contract of
Sale, Purchaser has deposited with Counsel Abstract, Inc. ("ESCROW AGENT") the
sum of $5,000,000 (the "DEPOSIT"), receipt of which is hereby acknowledged.
Escrow Agent agrees to hold the Escrow Funds (defined in Section 2) in
accordance with the terms hereof and of the Contract of Sale, including, without
limitation, Section 2.2 of the Contract of Sale. Seller, Purchaser and Escrow
Agent further agree as follows:

          1.        APPOINTMENT OF ESCROW AGENT. Each of Seller and Purchaser
hereby appoints Escrow Agent to act as its agent in accordance with this Escrow
Agreement and the Contract of Sale and Escrow Agent hereby accepts such
appointment and agrees to serve as their agent in accordance with the terms and
conditions of this Escrow Agreement and the Contract of Sale.

          2.        ESCROW DEPOSIT. The Deposit shall be invested in an interest
bearing savings or money market account (any interest earned on the Deposit is
hereinafter referred to as the "INTEREST" and the Interest and the Deposit are
hereinafter collectively referred to as the "ESCROW FUNDS") in accordance with
the provisions of Section 2.2 of the Contract of Sale.

          3.        RELEASE OF ESCROW FUNDS. (a) Without any further action or
direction given by Seller or Purchaser, on the Closing Date (such term is
defined in the Contract of Sale) (i) the Deposit shall be released from escrow
and delivered by Escrow Agent to Seller, and (ii) the Interest, if any, shall be
released from escrow and one-half of the Interest shall be delivered by Escrow
Agent to each of Purchaser and Seller; provided, however, if for any reason

<Page>

(other than extended by Seller or Purchaser as set forth in Sections 4.1(c) and
4.2, respectively, of the Contract of Sale), the Closing shall not occur, Escrow
Agent shall promptly deliver the Escrow Funds to the appropriate party or
parties pursuant to the Contract of Sale.

          (b)       If for any reason the Closing does not occur on or before
the Scheduled Closing Date, as the same may be adjourned to the Adjourned
Closing Date (as such terms are defined in the Contract of Sale) and either
Seller or Purchaser makes a written demand upon Escrow Agent for payment or
refund, as the case may be, of the Escrow Funds or any portion thereof, Escrow
Agent shall give written notice to the other party of such demand. If Escrow
Agent does not receive a written objection from the other party to the proposed
payment or refund, as the case may be, within ten (10) business days (such term
is defined in the Contract of Sale) after the giving of such notice, Escrow
Agent is hereby authorized to make such payment or refund, as the case may be;
PROVIDED, HOWEVER, if for any reason Escrow Agent in good faith shall elect not
to make such payment, Escrow Agent shall continue to hold such amount until
otherwise directed by written instructions from the parties to this Escrow
Agreement or a final judgment of a court of competent jurisdiction.
Notwithstanding the foregoing, Escrow Agent shall have the right at any time to
deposit the Escrow Funds with the Clerk of the Supreme Court of New York, First
Department. Escrow Agent shall give written notice of such deposit to Seller and
Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of
all further obligations and responsibilities hereunder.

          4.        ESCROW AGENT DUTIES AND LIABILITIES. It is expressly
understood and agreed by each of Seller and Purchaser that (i) the duties of
Escrow Agent, as herein specifically provided, are purely ministerial in nature;
(ii) Escrow Agent shall not be responsible or liable in any manner whatsoever
for, or have any duty to inquire into, the sufficiency, correctness, genuineness
or validity of the notices it receives hereunder, or the identity, authority or
rights of either of Seller or Purchaser; (iii) Escrow Agent shall have no duties
or responsibilities in connection with the Escrow Funds, other than those
specifically set forth in this Escrow Agreement; (iv) Escrow Agent shall not
incur any liability in acting upon any signature, notice, request, waiver,
consent, receipt or any other paper or document believed by Escrow Agent, in
good faith, to be genuine; (v) Escrow Agent may assume (in the absence of
knowledge to the contrary) that any person purporting to have authority to give
notices on behalf of each of Seller and Purchaser in accordance with the
provisions hereof has been duly authorized to do so; (vi) Escrow Agent shall
incur no liability whatsoever except for such resulting from its willful
misconduct or gross negligence, as long as Escrow Agent has acted in good faith
in the performance of its duties hereunder; and (vii) upon Escrow Agent's
performance of its obligations under Sections 2 and 3 hereof, Escrow Agent shall
be relieved of all liability, responsibility and obligation with respect to the
Escrow Funds or arising out of or under this Escrow Agreement, except to the
extent resulting from its willful misconduct or gross negligence. Escrow Agent
may, at its own expense, consult with legal counsel in the event of any dispute
or questions as to the construction of any provisions hereof or its duties
hereunder, and it shall be fully protected in acting in accordance with the
opinion or instructions of such counsel.

          5.        DISPUTE RESOLUTION. Each of Seller and Purchaser
acknowledges that in receiving the Escrow Funds, Escrow Agent is acting only as
a stakeholder for the accommodation of Seller and Purchaser. It is further
expressly understood and agreed that if at any time prior to the release of the
Escrow Funds by Escrow Agent in accordance with the terms

<Page>

of this Escrow Agreement there is any dispute, or Escrow Agent is uncertain, as
to whether Escrow Agent is obligated or required to release and deliver the
Escrow Funds, Escrow Agent shall not make any delivery of the Escrow Funds, but
shall hold the same until final determination of the rights of Seller and
Purchaser by further written agreement among them or in an appropriate
proceeding before a tribunal having jurisdiction thereover. If a proceeding for
such determination is not begun by either of Seller and Purchaser and diligently
continued, Escrow Agent may make an ex parte application, or bring any
appropriate action, for leave to deposit the Escrow Funds in the Supreme Court
of New York, First Department seeking such determination or such declaratory
relief as Escrow Agent shall deem reasonably necessary under the circumstances,
and each of Seller and Purchaser consents to the entering of an ex parte order
pursuant to all applicable laws, rules and procedures of the State of New York
and such court. Escrow Agent shall be reimbursed by Seller and Purchaser,
jointly and severally, for all of Escrow Agent's costs and expenses of such
action or proceeding, including, without limitation, reasonable attorney's fees
and disbursements.

          6.        TERMINATION. This Escrow Agreement (except for Sections 4, 5
and 7 hereof, which shall survive termination hereof) shall terminate upon the
release and delivery of the Escrow Funds by Escrow Agent in accordance with the
terms hereof.

          7.        INDEMNIFICATION. Each of Seller and Purchaser hereby agrees
to jointly and severally indemnify and hold Escrow Agent harmless from and
against any and all losses, costs, damages, injuries, expenses and claims
(including, without limitation, court costs and reasonable attorneys fees)
arising hereunder or under or with respect to the Escrow Funds, except for any
of the foregoing resulting from the willful misconduct or gross negligence of
Escrow Agent. Promptly after the receipt by Escrow Agent of notice of any demand
or claim or the commencement of any action, suit or proceeding, Escrow Agent
shall, if a claim in respect thereof is to be made against any of the other
parties hereto, notify such other parties hereto in writing; but the failure by
Escrow Agent to give such notice shall not relieve any party from any liability
which such party may have to Escrow Agent hereunder.

          8.        NOTICES. All notices, demands, requests, approvals or other
communications required to be given or which may be given hereunder shall be in
writing and shall be given by personal delivery with receipt acknowledged or by
United States registered or certified mail, return receipt requested, postage
prepaid or by Federal Express or other reputable national overnight courier
service, and shall be deemed given when received or refused at the following
addresses:

          Escrow Agent:       Counsel Abstract, Inc.
                              [address]
                              Attention:

          If to Seller:       SIBS, LLC
                              c/o Sotheby's Holdings, Inc.
                              1334 York Avenue
                              New York, New York 10021
                              Attention:  Donaldson C. Pillsbury, Esq.

<Page>

          With copies to:     Sotheby's Holdings, Inc.
                              1334 York Avenue
                              New York, New York 10021
                              Attention:  Mr. William Sheridan

          and:                Sotheby's Holdings, Inc.
                              1334 York Avenue
                              New York, New York 10021
                              Attention:  Mr. Robert Wolcott

          and:                Jones, Day, Reavis & Pogue
                              222 East 41st Street
                              New York, New York 10017
                              Attention:  Susanna S. Fodor, Esq.

          If to Purchaser:    c/o RFR Holding LLC
                              400 Park Avenue
                              15th Floor
                              New York, New York 10022
                              Attention: Mr. Aby Rosen

          With a copy to:     Fried, Frank, Harris, Shriver & Jacobson
                              One New York Plaza
                              New York, New York  10004
                              Attention: Jonathan L. Mechanic, Esq.

          9.        NO THIRD PARTY BENEFICIARIES. The terms and provisions of
this Escrow Agreement shall not create any right in any person, firm,
corporation or entity other than Seller, Purchaser and Escrow Agent and no other
party shall have the right to enforce or benefit from the terms hereof.

          10.       CONFLICTS. To the extent that there exists any conflict
between the provisions of this Escrow Agreement and the provisions of the
Contract of Sale, the provisions of the Contract of Sale shall govern.

          11.       RESIGNATION OF ESCROW AGENT; SUCCESSORS AND ASSIGNS;
COUNTERPARTS; AMENDMENTS. Escrow Agent may resign at any time as escrow agent
hereunder upon giving five (5) business days' prior written notice to that
effect to each of Seller and Purchaser. In such event, the successor Escrow
Agent shall be a reputable title insurance company or nationally recognized law
firm selected by Seller and accepted by Purchaser. Such party that will no
longer be serving as Escrow Agent shall deliver, against receipt, to such
successor Escrow Agent, the Escrow Funds held by such party, to be held by such
successor Escrow Agent pursuant to the terms and provisions of this Escrow
Agreement. If no such successor has been designated on or before such party
ceases to be Escrow Agent hereunder, whether by resignation or otherwise, its
obligations as Escrow Agent shall continue until such successor is appointed;
provided, however, its sole obligation thereafter shall be to safely keep all
monies then held by it and to deliver the same to the person, firm or
corporation designated as its successor or until directed by a final

<Page>

order or judgment of a court of competent jurisdiction, whereupon Escrow Agent
shall make disposition thereof in accordance with such order. If no successor
Escrow Agent is designated and qualified within five (5) business days after its
resignation is effective, such party that will no longer be serving as Escrow
Agent shall apply to the Chief Judge of the Supreme Court of New York, First
Department for the appointment of a successor Escrow Agent.

          12.       MISCELLANEOUS. This Escrow Agreement (i) shall bind Seller,
Purchaser, Escrow Agent and their respective successors, assigns and legal
representatives, and (ii) may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument. This Escrow Agreement shall not be
amended or modified, except by a writing executed by each of Seller, Purchaser
and Escrow Agent.

                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

<Page>

          Please indicate your acceptance of the terms hereof by signing below
where indicated.

                                                 COUNSEL ABSTRACT, INC.


                                                 By:  /s/ PHILIP NARATZKY
                                                    ------------------------
                                                     Name:  Philip Naratzky
                                                     Title: General Counsel


Accepted and Agreed:

SIBS, LLC

By: /s/ WILLIAM S. SHERIDAN
    ----------------------------------------
     Name:  William S. Sheridan
     Title: Executive Vice President and
            Chief Financial Officer

RFR HOLDING CORP.


By: /s/ ABY ROSEN
    ----------------------------------------
     Name: Aby Rosen


<Page>

                                    EXHIBIT D

                                  Form of Deed

THIS INDENTURE, made as of the 7th day of February, Two Thousand and Three

BETWEEN SIBS, LLC, a New York limited liability company, having an address at
1334 York Avenue, New York, New York 10021,

party of the first part, and RFR HOLDING CORP., a New York corporation having an
address at 400 Park Avenue, 15th Floor, New York, New York 10022,

party of the second part

WITNESSETH, that the party of the first part, in consideration of ten dollars
and other valuable consideration paid by the party of the second part does
hereby grant and release unto the party of the second part, the heirs or
successors and assigns of the party of the second part forever.

ALL, that certain plot, piece or parcel of land, situate, lying and being in the
City, County and State of New York, being more fully bonded and described as set
forth on Schedule A annexed hereto and forming a part hereof.

TOGETHER with strips, gores and easements, if any, next to and adjoining the
above-described premises.

SUBJECT to the encumbrances and exceptions set forth on Schedule B, annexed
hereto and forming a part hereof.

TOGETHER with all right, title and interest, if any, of the party of the first
part in and to any streets and roads abutting the above described premises to
the center lines thereof; TOGETHER with the appurtenances and all the estate and
rights of the party of the first part in and to said premises; TO HAVE AND TO
HOLD the premises herein granted unto the party of the second part, the heirs or
successors and assigns of the party of the second part forever.

AND the party of the first part, in compliance with Section 13 of the Lien Law,
covenants that the party of the first part will receive the consideration for
this conveyance and will hold the right to receive such consideration as a trust
fund to be applied first for the purpose of paying the cost of the improvement
and will apply the same first to the payment of the cost of the improvement
before using any part of the total of the same for any other purpose.

AND the party of the first part covenants that the party of the first part has
not done or suffered anything whereby the premises have been encumbered in any
way whatsoever, except as aforesaid.

<Page>

     IN WITNESS WHEREOF, the party of the first part has duly executed this deed
the day and year first above written.

IN PRESENCE OF

                                 SIBS, LLC, a New York limited liability company

                                 By: /s/ WILLIAM S. SHERIDAN
                                     -------------------------------------------
                                     Name:  William S. Sheridan
                                     Title: Executive Vice President and
                                            Chief Financial Officer


<Page>

STATE OF NEW YORK   )
                       ss:
COUNTY OF NEW YORK  )

On the 7th day of February in the year 2003 before me, the undersigned a
notary public in and for said state, personally appeared known to me,
personally known to me or proved to me on the basis of satisfactory evidence
to be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of
which the individual acted, executed the instrument.

                                     Julian Entner
                                     -------------------------------
                                     Notary Public


My commission expires:

   July 29, 2006
--------------------------


<Page>

                              BARGAIN AND SALE DEED
                      WITH COVENANTS AGAINST GRANTOR'S ACTS

                                    SIBS, LLC

                                       TO

                                RFR HOLDING CORP.

SECTION 5
BLOCK 1483
LOT 1
COUNTY OR TOWN        New York
STREET ADDRESS        1334 York Avenue
                      New York, New York  10021

TAX BILLING ADDRESS   1334 York Avenue
                      New York, New York  10021


                      RETURN BY MAIL TO:

                      Susanna S. Fodor, Esq.
                      Jones, Day, Reavis & Pogue
                      222 East 41st Street
                      New York, New York 10017

<Page>

                                   Schedule A

ALL that certain plot, piece or parcel of land, situate, lying and being in the
Borough of Manhattan, City, County and State of New York, bounded and described
as follows:

BEGINNING at the corner formed by the intersection of the easterly side of York
Avenue (formerly Avenue A) and the southerly side of 72nd Street; running thence
in a southerly direction along the easterly side of York Avenue 204 feet 4
inches to the corner formed by the intersection of the easterly side of York
Avenue and the northerly side of 71st Street; running thence in an easterly
direction along the northern side of 71st Street, 198 feet; thence in a
northerly direction and parallel with York Avenue 204 feet 4 inches to the
southerly side of 72nd Street; and thence in a westerly direction along the
southerly side of 72nd Street 198 feet to the point or place of BEGINNING.

[Subject to Items 3 and 4 on Schedule 3.1(a)]

<Page>

                                   Schedule B

                           [To be provided at closing]

<Page>

                                    EXHIBIT E

                            Form of FIRPTA Affidavit

<Page>

                         FOREIGN INVESTORS REAL PROPERTY
                       TAX ACT CERTIFICATION AND AFFIDAVIT

          Section 1445 of the Internal Revenue Code of 1986, as amended (the
"CODE"), provides that a transferee of a U.S. real property interest must
withhold tax if the transferor is a foreign person. To inform RFR HOLDING CORP.,
a New York corporation (the "Transferee") that withholding tax is not required
upon disposition of a U.S. real property interest by SIBS, LLC, a New York
limited liability company (the "TRANSFEROR"), the undersigned hereby certifies
the following on behalf of the Transferor:

          Transferor is not a foreign corporation, foreign partnership, foreign
trust or foreign estate (as those terms are defined in the Code and any
regulations, promulgated in connection therewith);

          The U.S. employer identification number of Transferor is 13-4029878.

          Transferor has an address at 1334 York Avenue, New York, New York
10021.

          The address of the subject property is 1334 York Avenue, New York, New
York 10021.

          Transferor understands that this Certification may be disclosed to the
Internal Revenue Service by Transferee and that any false statement contained
herein could be punished by fine, imprisonment or both.

          Under penalties of perjury, I declare that I have examined this
Certification and to the best of my knowledge and belief it is true, correct and
complete, and I further declare that I have the authority to sign this document
on behalf of Transferor.

February 7, 2003.

                                          SIBS, LLC

                                          By: /s/ WILLIAM S. SHERIDAN
                                             ----------------------------
                                             Name:  William S. Sheridan
                                             Title: Executive Vice President
                                                    and Chief Financial Officer

<Page>

                                    EXHIBIT F


                   SUBORDINATION, NONDISTURBANCE, RECOGNITION
                            AND ATTORNMENT AGREEMENT

                                See attached form

<Page>

                         SUBORDINATION, NON-DISTURBANCE
                            AND ATTORNMENT AGREEMENT

     THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (the
"AGREEMENT") is made as of this _______ day of ____________________, 2003, which
date shall be the effective date of this Agreement, between
______________________________________, a _______________ (the "TENANT") and
BANK OF AMERICA, N.A., a national banking association, a wholly owned subsidiary
of BankAmerica Corporation, and having its principal offices in Charlotte, North
Carolina (together with its successors and/or assigns the "Lender").

     The Tenant is the lessee under the lease described in EXHIBIT A attached
hereto (as the same may from time to time be assigned, subleased, renewed,
extended, amended, modified or supplemented, collectively the "LEASE").

     The Lender has previously made or is about to make a loan to
___________________________________, a ____________________________ or its
successor and/or assigns with respect to the landlord's interest under the Lease
(the "LANDLORD"), evidenced by a promissory note in the original principal
amount of approximately $_______________ executed by the Landlord and payable to
the Lender and secured by a first priority deed of trust, mortgage or deed to
secure debt on certain real and personal property and improvements (the
"PREMISES"), recorded or to be recorded in the appropriate records of
______________ County, _____________________ (the "SECURITY INSTRUMENT").

     The Lender has requested the Tenant to confirm the fact that the Lease is
subject and subordinate to the Security Instrument.

     The Tenant is willing to confirm the subordination of the Lease, provided
it obtains assurance from the Lender that its possession of the premises demised
under the Lease (the "DEMISED PREMISES"), which Demised Premises is all or a
portion of the Premises, and its right to use any common areas will not be
disturbed by reason of or in the event of the foreclosure of the Security
Instrument.

     The Lender is willing to give such assurance.

     NOW, THEREFORE, for and in consideration of the mutual agreements herein
contained and other good and valuable consideration, the parties hereto do
hereby mutually covenant and agree as follows:

     1.   (a)  The Tenant hereby subordinates the Lease and all terms and
conditions contained therein and all rights, options, liens and charges created
thereby to the lien of the Security Instrument, and to all present or future
advances under the obligations secured thereby and to all renewals, extensions,
amendments, modifications and/or supplements of same, to the full extent of all
amounts secured thereby from time to time.

                                        1
<Page>

          (b)  Lender hereby consents to the execution and delivery of the Lease
by Landlord and, subject to the applicable terms and conditions hereof, Lender
agrees to recognize all of Tenant's rights, remedies and options under and as
described in the Lease which may be exercised in accordance with the terms of
the Lease without Lender's consent.

     2.   So long as no event of default on the part of the Tenant under the
Lease shall exist which would entitle the Landlord to terminate the Lease, or if
such an event of default shall exist, so long as the Tenant's time to cure the
default shall not have expired, the term of the Lease shall not be terminated or
modified in any respect whatsoever and the Tenant's right of possession to the
Demised Premises and its rights in and to any common areas and its other rights
arising out of the Lease will all be fully recognized and protected by the
Lender and shall not be disturbed, canceled, terminated or otherwise affected by
reason of the Security Instrument or any action or proceeding instituted by the
Lender to foreclose the Security Instrument, or any extension, renewal,
consolidation or replacement of same, or other exercise of Lender's rights and
remedies under the Security Instrument, irrespective of whether the Tenant shall
have been joined in any action or proceeding.

     3.   In the event that the Lender takes possession of the Premises, either
as the result of foreclosure of the Security Instrument or accepting a deed to
the Premises in lieu of foreclosure, or otherwise, or the Premises shall be
purchased at such a foreclosure by a third party unaffiliated with Landlord, the
Tenant shall attorn to the Lender or such third party and recognize the Lender
or such third party as its landlord under the Lease, and the Lender or such
third party will recognize and accept the Tenant as its tenant thereunder,
whereupon, the Lease shall continue in full force and effect as a direct lease
between the Lender or such third party and the Tenant for the full term thereof,
together with all extensions and renewals thereof, and the Lender or such third
party shall thereafter assume and perform all of the Landlord's obligations, as
the landlord under the Lease with the same force and effect as if the Lender or
such third party were originally named therein as the Landlord; provided,
however, that the Lender or such third party unaffiliated with Landlord shall
not be:

     (a)  liable for any act or omission of any prior landlord (including the
Landlord), except to the extent the Lender was furnished notice and opportunity
to cure the same in accordance with the provisions of this Agreement prior to
taking possession of such Premises; or

     (b)  subject to any offsets or defenses which the Tenant might have against
any prior landlord (including the Landlord), except to the extent the Lender was
furnished notice and opportunity to cure the same in accordance with the
provisions of this Agreement prior to taking possession of such Premises; or

     (c)  bound by any rent or additional rent which the Tenant might have paid
for more than two (2) months in advance to any prior landlord (including the
Landlord); or

     (d)  bound by any amendment or modification of the Lease not consented to
in writing by the Lender (excluding any amendment or modification reflecting the
exercise by Landlord or Tenant of any right or option contained in the Lease in
accordance with the applicable terms and provisions thereof).

                                        2
<Page>

     Except as expressly and specifically set forth above, nothing contained in
this paragraph 3 shall diminish any of Landlord's obligations under the Lease.

     4.   Notwithstanding anything to the contrary in this Agreement or
otherwise, in the event the Lender or a third party takes possession of the
Premises as provided in paragraph 3 above, the personal liability of the Lender
or such third party under the Lease shall be limited to the Lender's or such
third party's, as the case may be, interest in the Premises, and upon any
assignment or other transfer of the Lender's or such third-party's interest in
the Premises, the Lender or such third party, as applicable, shall be discharged
and released from any obligation or liability under the Lease arising or
accruing after the date of such assignment or transfer.

     5.   Except as Tenant may be required to do under the Lease, Tenant agrees
not to subordinate the Lease to any other lien or encumbrance which (i) affects
the Premises under the Lease, or any part thereof, or (ii) is junior to the
Security Instrument, without the express written consent of the Lender, and any
such subordination or any such attempted subordination or agreement to
subordinate without such consent of Lender, shall be void and of no force and
effect. The foregoing provision shall not affect Tenant's right under the Lease
to encumber its interest in the Lease and, except as expressly and specifically
set forth in the Lease, no consent of Lender shall be required in connection
with such encumbrance.

     6.   Tenant agrees to provide copies of all notices given Landlord under
the Lease to the following parties at the following addresses:

          Lender:        [_________________________________]

          [______]       [_________________________________]

or to such other address as such parties shall designate in writing; and all
such notices shall be in writing and shall be considered as properly given if
(i) mailed to the addressee by first class United States mail, postage prepaid,
registered or certified with return receipt requested, (ii) by delivering same
in person to the addressee, or (iii) by delivery to a third party commercial
delivery service for same day or next day delivery to the office of the
addressee with proof of delivery; any notice so given shall be effective, as
applicable, upon (a) the third (3rd) day following the day such notice is
deposited with the United States mail, (b) delivery to the addressee, or (c)
upon delivery to such third party delivery service; and any notice given in any
other manner shall be effective only if and when received by the addressee.

     7.   In the event Landlord shall fail to perform or observe any of the
terms, conditions or agreements in the Lease, Tenant shall give written notice
thereof to Lender and Lender shall have the right (but not the obligation) to
cure such default. Except in the case of an emergency, Tenant shall not take any
action with respect to such default under the Lease (including without
limitation any action in order to terminate, rescind or avoid the Lease or to
withhold any rent or other monetary obligations thereunder) for a period of
thirty (30) days following receipt of written notice by Lender that it intends
to cure such default; provided, however, that in the case of any default which
cannot with diligence be cured within such thirty (30) day period, if Lender

                                        3
<Page>

proceeds to promptly to cure such default or thereafter prosecutes the curing of
such default with diligence and continuity, then the time within which such
default may be cured shall be extended for such period as may be reasonably
necessary to complete the curing of such default with diligence and continuity.

     8.   Nothing contained in this Agreement shall in any way impair or affect
the lien created by the Security Instrument, except as specifically set forth
herein.

     9.   This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, including, without
limitation, any subtenant, assignee or leasehold mortgagee of Tenant permitted
pursuant to the applicable terms and conditions of the Lease; provided, however,
that in the event of the assignment or transfer of the interest of the Lender to
a party that assumes the Lender's obligations and liabilities hereunder, all
obligations and liabilities of the Lender under this Agreement shall terminate,
and thereupon all such obligations and liabilities shall be the responsibility
of the party to whom the Lender's interest is assigned or transferred.

     10.  In the event of any litigation or other legal proceeding arising
between the parties to this Agreement, whether relating to the enforcement of a
party's rights under this Agreement or otherwise, the prevailing party shall be
entitled to receive its reasonable attorney's fees and costs of suit from the
non-prevailing party in such amount as the court shall determine.

                         [NO FURTHER TEXT ON THIS PAGE]

                                        4
<Page>

          IN WITNESS WHEREOF the undersigned have executed this Agreement as of
the date and year first written above.

WITNESS/ATTEST:                          TENANT:

-------------------------                ---------------------------------------

WITNESS/ATTEST:                          By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
-------------------------                Title:
                                               ---------------------------------

WITNESS/ATTEST:                          LENDER:

                                         BANK OF AMERICA, N.A., a national
                                         banking association
-------------------------

WITNESS/ATTEST:                          By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
-------------------------                Title:
                                               ---------------------------------

                                        5
<Page>

STATE OF _________________

COUNTY OF __________________

     I, _________________________, a Notary Public of the County and State
aforesaid, certify that ____________________________, personally came before me
this day and acknowledged that (s)he is a _________________________ of
_________________________________________, the ____________________ of
________________________________________________________, that executed the
foregoing instrument, and acknowledged to me that the same was the act of the
said __________________, and that (s)he executed the same as the act of such
__________________ for the purposes and consideration therein expressed and in
the capacity therein stated.

     WITNESS my hand and official stamp or seal, this ______ day of
_________________, 20___.


                                     -----------------------------------------
                                     Notary Public

My Commission Expires:

--------------------------
     (Notary Seal)

                                        6
<Page>

STATE OF _________________

COUNTY OF __________________

     I, _________________________, a Notary Public of the County and State
aforesaid, certify that ____________________________, personally came before me
this day and acknowledged that (s)he is a ____________________ of Bank of
America, N.A., a national banking association, that executed the foregoing
instrument, and acknowledged to me that the same was the act of the said
association, and that (s)he executed the same as the act of such association for
the purposes and consideration therein expressed and in the capacity therein
stated.

     WITNESS my hand and official stamp or seal, this ______ day of
____________, 20___.

                                     -----------------------------------------
                                     Notary Public

My Commission Expires:


--------------------------
     (Notary Seal)

                                        7
<Page>

                                    EXHIBIT A

                                      LEASE

     That certain __________________________________, dated as of
_________________, by and between __________________________________________, as
tenant, and _______________________________________, as landlord, relating to
the Premises generally described as
_____________________________________________
_____________________________________________, as assigned, subleased, renewed,
extended, amended, modified or supplemented from time to time.

<Page>

                                 Schedule 3.1(a)

                         Certain Permitted Encumbrances

          1.   SURVEY MADE BY EARL B. LOVELL - S.P. BELCHER, INC. DATED
SEPTEMBER 8, 1997 REDATED BY VISUAL INSPECTION MADE BY EARL B. LOVELL-S.P.
BELCHER, INC. DATED JULY 17, 2000 SHOWS:

          (a)  Entrances encroach on East 71st Street;

          (b)  Building on premises encroaches on East 71st Street by
5 1/4 inches and by 6 inches at roof.

          (c)  Building on premises encroaches on York Avenue by 3 1/4inches;

          (d)  Entrance encroaches on York Avenue;

          (e)  Building on premises encroaches on East 72nd Street by
3 1/2inches at grade, 4 inches at roof and, 2 1/2inches at second floor;

          (f)  Line of granite from second story to roof projects over East 72nd
Street;

          (g)  Remains of chimney breach project over premises adjoining on the
east by 4 inches more or less;

          (h)  Building on premises encroaches on premises adjoining on the east
by1/2 inch at grade, 2 1/4inches at second floor and 2 1/2inches at roof; and

          (i)  Shaft on easterly part of premises not visible.

          Subject to any changes since July 17, 2000, provided such changes
would not impair the present or intended use and occupancy of the Property or
otherwise materially affect the Property.

          2.   Restrictive Covenants contained in deed made by Nathaniel P.
Rogers and Emily Rogers to Griffith Rome dated July 10, 1871 recorded October 9,
1871 in Liber 1199 cp 151.

          3.   Zoning Lot Description and Ownership Statement made by Kohn
Pedersen Fox Associates, PC, dated September 28, 2001, recorded October 1, 2001
in Reel 3364 page 1287.

          4.   Preliminary Certification of Parties in Interest pursuant to
Subdivision (c) of the Definition of Zoning Lot set forth in Section 12-10 of
the Zoning Resolution of The City of New York effective December 15, 1961 as
amended, dated September 17, 2001, recorded October 1, 2001 in Reel 3364 page
1290.

<Page>

          5.   Any laws, rules, regulations, statutes, ordinances, orders or
other legal requirements affecting the Property, including, without limitation,
those relating to zoning and land use;

          6.   Any utility company rights, easements and franchises for
electricity, water, gas, telephone or other service or the right to use and
maintain poles, lines, wires, cables, pipes, boxes, mains and other fixtures and
facilities in, over, under and upon the Property, provided that, in the case of
any of the foregoing items which shall not be of record, the same do not
adversely affect the Property;

          7.   The rights and interests held by (1) Sotheby's, Inc. as tenant
under the Lease and (2) Subtenants under the subleases set forth on SCHEDULE
3.1(e) in effect at Closing; and

          8.   JPMorgan Chase Mortgage which will be assigned to Purchaser's
lender in connection with the purchaser of the Property.

<Page>

                                 Schedule 3.1(e)

                                    Subleases

1.   Lease Agreement for Foodservice dated as of ________ __, ____, between
     Sotheby's, Inc. and Tentation TPC Special Events Catering, Inc.
     (Restaurant, cafe and other catering services.)*

2.   Agreement of Lease dated as of January _, 2002, between SIBS, LLC, as
     Owner, and Sunrise Liquors & Wines, Inc., d/b/a Aulden Cellars, as Tenant.
     (Wine store.)*

3.   Lease Agreement dated as of October 2, 2000 by and between Omnipoint
     Communications, Inc., as Tenant, and SIBS, LLC, as Landlord. (Antenna)*


----------
     *Purchser and Seller agree that such leases shall be converted into
subleases under the Lease immediately following conveyance of title to the
Property to Seller on the Closing Date.

<Page>

                                 Schedule 8.1(h)

                                Service Contracts

1.   Letter Agreement dated April 19, 2002, between United Fire Protection Corp.
     and Sotheby's.

2.   Agreement dated September 3, 2002, between AFA Protective Systems, Inc. and
     Sotheby's, Inc.

3.   H.O. Penn Maintenance Service Agreement dated February 1, 2002, between
     H.O. Penn Machinery Co. Inc. and Sotheby's.

4.   Complete Maintenance Agreement for Elevators and Escalators dated March 17,
     2000, between KONE Inc. and Sotheby's.

5.   Medallion Service Agreement for HVAC Equipment dated February 28, 2001,
     between York International and Sotheby's.

6.   Agreement dated December 19, 1999, between Colin Service Systems, Inc. and
     Sotheby's.

<Page>

                           SELECTED SERVICE PROVIDERS


VENDOR                           DESCRIPTION OF SERVICES
--------------------------------------------------------------------------------
AFA FIRE PROTECTION              CENTRAL MONITORING FOR CLASS E FIRE ALARM
                                 SYSTEM
ALLIED EXTERMINATING             EXTERMINATING SERVICE
ALTUS METAL & MARBLE
MAINTENANCE                      COMMON AREA METAL AND MARBLE POLISHING
ASHLAND CHEMICAL                 HVAC WATER TREATMENT
ATLIS PLUMBING                   PLUMBING AND WELDING
BALTIMORE AIRE COIL              COOLING TOWER SERVICE
BRESLAW PLUMBING                 PLUMBING SERVICES
COLIN SERVICE SYSTEMS            CLEANING AND PORTER SERVICES
CUMMINS ALLISON                  OFFICE PAPER SHREDDING - BUILDING WIDE
DO-ALL HVAC                      AIR DISTRIBUTION REPAIR AND MODIFICATIONS
FALSO/BRUCKNER                   RUBBISH REMOVAL
FILTA CLEAN                      GREASE TRAP & STOVE VENT CLEANING FOR
                                 RESTAURANT & 8th FLOOR KITCHEN
FIRE COMM                        BUILDING WIDE FIRE ALARM SYSTEM SERVICE
FISCHBACH ELECTRIC               ELECTRICAL SYSTEM MAINTENANCE AND MODIFICATION
SPARKLE MAINTENANCE              WINDOW CLEANING
HO PENN GENERATOR                ROOFTOP EMERGENCY GENERATOR PREVENTATIVE
                                 MAINTENANCE AND SERVICE
HOBART                           KITCHEN EQUIPMENT AND REPAIR
HONEYWELL                        ELECTRICITY MONITORING SERVICE
INTEGRATE                        HVAC - COOLING TOWER SERVICE CONTRACT
KONE ELEVATOR                    ELEVATOR & ESCALATOR SERVICE
LIEBERT A/C                      COMPUTER ROOM AIR CONDITIONING SERVICE
LUND FIRE SYSTEMS                FIRE EXTINGUISHER SERVICE & RECHARGING
POWERWARE GLOBAL SVC             COMPUTER ROOM ELECTRICITY CONDITIONING SERVICE
PARAMOUNT CONSTRUCTION           BUILD-OUTS AND PROJECT WORK
RC DOLNER                        BUILD-OUTS AND PROJECT WORK
SPIDER, INC.                     POWER SCAFFOLDING SERVICE (WINDOW CLEANING RIG)
TEC                              DIGITAL BUILDING MANAGEMENT SYSTEM SERVICE
UNITED FIRE                      COMPUTER ROOM FIRE ALARM SYSTEM SERVICE
YORK CONTRACT                    SERVICE CONTRACT FOR (2) CHILLERS (BUILDING
                                 WIDE SERVICE)

<Page>

                                 Schedule 8.1(i)

                              Occupancy Agreements

                                    Subleases

1.   Lease Agreement for Foodservice dated as of ________ __, ____, between
     Sotheby's, Inc. and Tentation TPC Special Events Catering, Inc.
     (Restaurant, cafe and other catering services.)*

2.   Agreement of Lease dated as of January _, 2002, between SIBS, LLC, as
     Owner, and Sunrise Liquors & Wines, Inc., d/b/a Aulden Cellars, as Tenant.
     (Wine store.)*

3.   Lease Agreement dated as of October 2, 2000 by and between Omnipoint
     Communications, Inc., as Tenant, and SIBS, LLC, as Landlord. (Antenna)*


----------
     *Purchser and Seller agree that such leases shall be converted into
subleases under the Lease immediately following conveyance of title to the
Property to Seller on the Closing Date.

<Page>

                                 Schedule 8.1(t)

                           Tax Certiorari: Proceedings

Pending tax certiorari proceedings for the Sotheby's Building at 1334-52 York
Avenue, are as follows:

<Table>
<Caption>
                      ACTUAL           ACTUAL        TRANSITIONAL     TRANSITIONAL
                       LAND            TOTAL             LAND            TOTAL
  TAX YEAR          ASSESSMENT       ASSESSMENT       ASSESSMENT       ASSESSMENT
-----------------------------------------------------------------------------------
<S>                    <C>              <C>              <C>              <C>
1999 / 2000            4,500,000        9,000,000        3,960,000        9,038,000
2000 / 2001            4,950,000        9,180,000        4,230,000        9,047,000
2001 / 2002            4,950,000        9,540,000        4,500,000        9,101,000
2002 / 2003            4,950,000        9,540,000         4,770,00        9,208,000
</Table>

Tax Certiorari counsel is Joel R. Marcus, Esq. at Pottish, Freyberg Marcus &
Velazquez, LLP, 641 Lexington Avenue, New York, New York 10022. Tax certiorari
counsel's retainer provides for a contingency fee of 20% of tax savings obtained
by their office in reducing each of the above assessments.

                                        i