Warrant Sale Agreement



                                         WARRANT SALE AGREEMENT

                  This WARRANT SALE AGREEMENT is dated as of December 21,
2000 (this "Agreement"), by and between Wellsford Real Properties, Inc., a Maryland
corporation ("WRP"), and W/W Group Holdings, L.L.C., a Delaware limited liability
company ("Holding Co.").

                  Reference is hereby made to that certain Warrant Agreement, dated as
August 28, 1997, by and between WRP and the Warrant Agent, as amended by
Amendment No. 1 to Warrant Agreement, dated as of July 16, 1998, and as further
amended by Amendment No. 2 to Warrant Agreement, dated as of May 28, 1999 (as so
amended, the "Warrant Agreement").  Capitalized terms not defined in this Agreement
shall have the meanings set forth in the Warrant Agreement.

                  For one dollar ($1.00) and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by the parties hereto, Holding
Co. hereby grants, sells, conveys, assigns and transfers to WRP all of Holding Co.'s right,
title and interest in and to all of the Warrants evidenced by the Warrant Certificate(s)
issued to Holding Co. in accordance with the Warrant Agreement.

                  Holding Co. hereby represents, warrants and agrees that:

                  (a)      it is the sole legal and beneficial owner of the Warrants and has not
         created any liens, claims or encumbrances against such Warrants and hereby
         transfers such Warrants to WRP free and clear of all liens, claims or
         encumbrances;

                  (b)      it is familiar with the business and financial condition of WRP and
         has made such inquiries and received such information as it deemed necessary in
         connection with the sale of the Warrants to WRP, and that it had an opportunity to
         ask questions of, and receive answers from, officers of WRP concerning WRP and
         its financial condition;

                  (c)      the Warrants are being sold to WRP in connection with the
         transactions referred to in the First Amendment to the Limited Liability Company
         Operating Agreement of Wellsford/Whitehall Group, L.L.C., dated as of the date
         hereof, and as an inducement for WRP to enter into such agreement.


                  This Agreement shall be governed by the internal laws of the State of New
York.

                  This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the
same instrument.




                  IN WITNESS WHEREOF, the parties hereto have cause this Agreement
to be duly executed, as of the day and year first above written.



                                            WELLSFORD REAL PROPERTIES, INC.

                                            By:/s/ Edward Lowenthal
                                               Name:  Edward Lowenthal
                                               Title: President


                                            W/W GROUP HOLDINGS, L.L.C.

                                            By:/s/ Ronald Bernstein
                                               Name:  Ronald Bernstein
                                               Title:  Vice President