SALE-PURCHASE AGREEMENT
                             -----------------------

     SALE-PURCHASE  AGREEMENT (this  "AGREEMENT"),  made as of December 5, 2000,
between  WELLSFORD  CAPITAL  PROPERTIES,  L.L.C., a Delaware  limited  liability
company  having an address c/o  Wellsford  Real  Properties,  Inc.,  535 Madison
Avenue,  26th Floor New York,  NY 10022  ("SELLER")  and  KEYSTONE  REAL  ESTATE
MANAGEMENT,  INC.,  a  Pennsylvania  corporation  having an office at 1150 First
Avenue, Suite 100, King of Prussia, Pennsylvania 19406 ("PURCHASER").

                              W I T N E S S E T H:
                              - - - - - - - - - -

     Seller and  Purchaser,  in  consideration  of the mutual  covenants  herein
contained, hereby agree as follows:

                         ARTICLE 1. CERTAIN DEFINITIONS
                         ------------------------------

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

     1.1.  "Broker" shall mean Trillium  Realty  Agency,  Inc. and Grubb & Ellis
Company.

     1.2. "Business Day" shall mean any day other than a Saturday, Sunday or any
day upon which  banks in the States of New York or New  Jersey are  required  or
authorized by law to be closed.

     1.3.  "Effective Date" shall mean the date upon which Purchaser  receives a
fully executed  counterpart of this Agreement.  Purchaser  agrees to execute and
deliver to Seller such  instrument  as Seller shall submit to it to evidence the
occurrence of the Effective Date.

     1.4.  "Existing  Leases"  shall mean the  leases,  licenses  and  occupancy
agreements set forth in Exhibit B annexed hereto.

     1.5.  "Existing  Service  Contracts"  shall  mean  the  service  contracts,
brokerage  agreements and other agreements which affect the Property and are set
forth on Exhibit C annexed hereto.

     1.6. "Invasive Tests" shall mean any physical  inspection or testing of the
Premises other than visual examination,  and shall include,  without limitation,
sampling of soils or other media.

<PAGE>

     1.7.  "Leases" shall mean the Existing  Leases and the New Leases in effect
on the Closing Date.

     1.8.  "Leasing  Costs" shall mean,  collectively,  (i) leasing or brokerage
commissions,  (ii) direct payments, tenant improvement allowances,  work letters
or free rent and (iii) rent  allowances  or rent  credits,  in each case paid or
granted to a tenant under an Existing Lease or a New Lease.

     1.9.  "New  Leases"  shall  mean  any new  leases,  licenses  or  occupancy
agreements  entered  into  by  Seller  in  accordance  with  the  terms  of this
Agreement.

     1.10. "Representation Survival Period" shall mean six (6) months.

     1.11.  "Service  Contracts" shall mean any service  contracts,  maintenance
agreements,  brokerage  agreements and other agreements  affecting the Property,
other than the Leases.

     1.12.  "Tenant  Brokerage  Agreements"  means any  commission  or brokerage
agreement  affecting the Premises which is entered into by Seller  subsequent to
the date hereof in connection with a New Lease.

     1.13. "Title Insurer" shall mean The Abstract Company, as agent for Lawyers
Title Insurance Company.

                      ARTICLE 2. SALE-PURCHASE OF PROPERTY
                      ------------------------------------

     2.1.  Agreement to Sell and Purchase.  Seller shall sell to Purchaser,  and
Purchaser  shall purchase from Seller,  at the Purchase Price and upon the terms
and conditions set forth in this  Agreement,  the following  (collectively,  the
"PROPERTY"):  (a) the parcel of land more  particularly  described  in Exhibit A
attached  hereto  (the  "LAND");  (b)  the  building,   improvements  and  other
structures  situated on the Land,  inclusive of all of Seller's right, title and
interest  in  and to  the  improvements,  fixtures,  systems,  plant  equipment,
apparatus  and  machinery  which  form a part  of the  building  or  such  other
structures (collectively,  the "BUILDING") (the Land and the Building are herein
collectively  called the  "PREMISES");  (c) all  right,  title and  interest  of
Seller, if any, in and to (i) the land lying in the bed of any street or highway
in front  of or  adjoining  the Land to the  center  line  thereof  and (ii) any
easements,  rights or appurtenances in and to the Land; (d) all right, title and
interest of Seller in and to any furniture,  furnishings, moveable equipment and
other personal  property  located at, and used in connection  with, the Premises
(herein  collectively  called  the  "PERSONAL  PROPERTY");  (e)  the  landlord's
interest in and to the Leases;  (f) all of Seller's right, title and interest in
and to the Security  Contracts (as defined in Exhibit C annexed  hereto) and the
Tenant  Brokerage  Agreements  (if any);  (g) to the extent  assignable,  all of
Seller's  right,  title and interest in and to any permits and licenses  used or
usable in connection

<PAGE>

with the Premises  (collectively,  the "LICENSES AND  PERMITS");  and (h) to the
extent assignable,  all of Seller's right, title and interest in and to the name
"Two Executive Campus", it being expressly  understood that no representation or
warranty is made as to Seller's  rights in or to such name or Seller's  right to
assign the same.  The Premises  are located at, and are known as, Two  Executive
Campus, Cherry Hill, New Jersey.

     2.2. Title to Premises.  Seller shall convey, or cause to be conveyed,  and
Purchaser shall accept,  fee simple title to the Premises,  on the Closing Date,
free and clear of all Title Exceptions other than the Permitted Exceptions (each
as hereinafter defined).

     2.3. Condition of Property.  Purchaser is a sophisticated  investor and its
valuation  of and  decision  to  purchase  the  Property  is based  upon its own
independent  expert  evaluations of such facts and materials  deemed relevant by
Purchaser and its agents. Other than the express  representations and warranties
of Seller specifically set forth herein,  Purchaser has not relied upon any oral
or  written  information  from  Seller  or its  employees,  affiliates,  agents,
consultants,  advisors or representatives,  including,  without limitation,  any
appraisals,  projections or evaluations of credit quality  prepared by Seller or
any  of  its   employees,   affiliates,   agents,   consultants,   advisors   or
representatives.   Purchaser  further  acknowledges  that  no  employee,  agent,
consultant, advisor or representative of Seller has been authorized to make, and
that Purchaser has not relied upon, any statements or representations other than
those specifically contained in this Agreement.  Without limiting the generality
of the foregoing,  Purchaser  acknowledges and agrees that,  except as expressly
set forth herein, Purchaser is purchasing the Property "as is" and "where is" on
the Closing Date, and, except as expressly set forth herein, Seller is making no
representation or warranty,  express or implied, and Purchaser has not relied on
any  representation  or warranty,  express or implied,  regarding  the Property,
including,  without  limitation,  any representation or warranty with respect to
(a) the business or financial  condition of any tenant of the Property,  (b) the
physical  condition of any Improvement or Personal Property  comprising all or a
part of any Property, or its fitness, merchantability or suitability for any use
or purpose, (c) the leases,  rents, income or expenses of the Property,  (d) the
compliance  or  non-compliance  with  any  laws,  codes,  ordinances,  rules  or
regulations of any governmental authority (including,  without limitation,  laws
pertaining  to  hazardous  materials)  or (e) the  current  or future use of the
Property,  including,  but not limited to, any  Property's  use for  commercial,
retail,  industrial  or other  purposes.  Seller  is not  liable or bound in any
manner  by any  verbal  or  written  statements,  representations,  real  estate
brokers' "set-ups", offering memoranda or information pertaining to the Property
furnished  by any real estate  broker,  advisor,  consultant,  agent,  employee,
representative or other Person.

                            ARTICLE 3. PURCHASE PRICE
                            -------------------------

     3.1.  Purchase Price. The purchase price (the "PURCHASE  PRICE") to be paid
by Purchaser  to Seller for the  Property is FOUR MILLION FIVE HUNDRED  THOUSAND
and 00/100 ($4,500,000.00), net of adjustments made in accordance with Article 8
hereof. The Purchase Price shall be paid by Purchaser as follows:

<PAGE>

          (1)  One  Hundred  Thousand  and  00/100  Dollars  ($100,000.00)  (the
     "INITIAL DEPOSIT"),  payable simultaneously with the execution and delivery
     hereof either (i) by wire transfer of  immediately  available  funds to the
     account of The Abstract Company  ("ESCROWEE") or (ii) by Purchaser's check,
     subject to collection, drawn to the order of Escrowee;

          (2) Unless this Agreement is validly terminated in accordance with the
     terms of Section 4.1 hereof, Fifty Thousand and 00/100 Dollars ($50,000.00)
     (the  "SECOND  DEPOSIT")  (the  Initial  Deposit  and the  Second  Deposit,
     collectively,  the  "DEPOSIT"),  payable on or before the date which is two
     (2) Business  Days after the Due  Diligence  Expiration  date  (hereinafter
     defined) either (i) by wire transfer of immediately  available funds to the
     account of Escrowee or (ii) by  Purchaser's  check,  subject to collection,
     drawn to the order of Escrowee; and

               (c) Four Million Three Hundred Fifty  Thousand and 00/100 Dollars
          ($4,350,000.00)  (the  "CASH  BALANCE"),  net of  adjustments  made in
          accordance  with  Article  8 below,  payable  at the  Closing  by wire
          transfer  of  immediately  available  funds to an account or  accounts
          designated by Seller.

     3.2. Escrow of Deposit.

     The  Deposit  shall be held,  paid over  and/or  applied,  by  Escrowee  in
accordance with the following provisions:

          (1)  Escrowee  shall  hold the  Deposit  until the  Closing  or sooner
     termination of this Agreement.  Any interest earned on the Deposit shall be
     paid to the same party  entitled to be paid the Deposit  hereunder  (as and
     when such party is entitled to the  Deposit),  except that, at the Closing,
     such  interest  shall be  credited  against  the Cash  Balance.  The  party
     receiving the interest on the Deposit  shall pay any income taxes  thereon.
     For purposes thereof, the tax identification  numbers of the parties are as
     follows: 13-4027757 (Seller); and 23-28449453 (Purchaser).

          (2) If this Agreement is validly terminated by Purchaser in accordance
     with the provisions of Section 4.1 hereof, the Deposit shall be refunded to
     Purchaser.

          (3) At the Closing the Deposit shall be paid by Escrowee to Seller.

          (4)  If  Purchaser  does  not  validly  terminate  this  Agreement  in
     accordance  with the  provisions of Section 4.1 hereof and  thereafter  the
     Closing does not occur for any reason,  either party hereto may make demand
     upon Escrowee for  disbursement of the Deposit (a "NOTICE OF DEMAND").  The
     party making such demand is herein  referred to as the  "DEMANDING  PARTY",
     while the other party is herein referred to as the "OTHER PARTY".  Escrowee
     shall,  within  two  business  days of its  receipt  of a Notice of Demand,
     furnish  the Other  Party  with a copy  thereof.  Unless  the  Other  Party
     furnishes  Escrowee,  within five (5) days of its receipt from  Escrowee of
     the Notice of Demand, with notice (a "DISPUTE NOTICE") that it disputes the
     Demanding  Party's

<PAGE>

     entitlement  to the  Deposit  (a  copy of  which  shall  simultaneously  be
     delivered to the Demanding  Party),  Escrowee  shall pay the Deposit to the
     Demanding  Party.  If the Other  Party  timely  furnishes  Escrowee  with a
     Dispute Notice,  or Escrowee  receives a Notice of Demand from both parties
     hereto  prior to the  disbursement  of the Deposit in  accordance  with the
     foregoing  provisions of this Section 3(d), Escrowee shall continue to hold
     the Deposit until  otherwise  directed by joint written  instructions  from
     both  parties   hereto  or  a  final  judgment  of  a  court  of  competent
     jurisdiction.  Escrowee shall give written notice of such deposit to Seller
     and Purchaser. Upon such deposit, Escrowee shall be relieved and discharged
     of all further obligations and responsibilities hereunder.

          (5) The  parties  acknowledge  that  Escrowee  is  acting  solely as a
     stakeholder at their request and for their convenience, that Escrowee shall
     not be deemed to be the agent of either of the parties,  and that  Escrowee
     shall not be liable to either of the parties for any act or omission on its
     part unless  taken or suffered in bad faith,  in willful  disregard of this
     Agreement or involving gross negligence. Seller and Purchaser shall jointly
     and severally  indemnify  and hold  Escrowee  harmless from and against all
     costs, claims and expenses,  including reasonable attorneys' fees, incurred
     in connection with the performance of Escrowee's duties  hereunder,  except
     with respect to actions or  omissions  taken or suffered by Escrowee in bad
     faith, in willful disregard of this Agreement or involving gross negligence
     on the part of Escrowee.

          (6) Escrowee  shall cause the Deposit to be maintained and invested in
     savings account, treasury bills, certificates of deposit and/or other money
     market  instruments  as  requested  by  Purchaser,  subject  to  reasonable
     approval by Seller. Escrowee shall not be liable for any losses suffered in
     connection  with any such investment and shall have no obligation to obtain
     the best, or otherwise seek to maximize, the rate of interest earned on any
     such  investment.  Any fees or charges in connection  with such  investment
     shall be paid out of the amounts held in escrow  before any other  payments
     shall be required to be made from such amounts.

          (7) Upon any delivery of the amount remaining in escrow as provided in
     Sections  3.2(b),  (c) or (d)  above,  Escrowee  shall be  relieved  of all
     liability,  responsibility  or obligation with respect to or arising out of
     the  escrow or under  this  Agreement.  Escrowee  shall not be bound by any
     modification  to this Section 3.2 unless Escrowee shall have agreed to such
     modification in writing.

          (8)  Escrowee  shall  be  entitled  to rely or act  upon  any  notice,
     instrument  or  document  believed  by  Escrowee  to be  genuine  and to be
     executed and delivered by the proper  person,  and shall have no obligation
     to verify any statements contained in any notice, instrument or document or
     the  accuracy  or  due  authorization  of  the  execution  of  any  notice,
     instrument or document.

          (9) Escrowee has acknowledged agreement to the foregoing provisions of
     this Section 3.2 by signing in the place indicated on the signature page of
     this Agreement.

<PAGE>

                              ARTICLE 4. INSPECTION
                              ---------------------

     4.1. Due Diligence Period;  Termination Right.  During the period (the "DUE
DILIGENCE PERIOD")  commencing on the Effective Date and ending on the date (the
"DUE DILIGENCE  EXPIRATION  DATE") which is thirty (30) days after the Effective
Date (unless such date is not a Business  Day, in which event the Due  Diligence
Expiration Date shall be the next occurring Business Day),  Purchaser shall have
the right to conduct  such due  diligence  as it deems  reasonably  necessary or
appropriate  in  connection  with its  acquisition  of the  Property,  including
inspections,  studies,  examinations and  investigations of, or with respect to,
the  Property,  or any  portion  thereof,  and/or any facts,  circumstances  and
matters relating to the Property,  or any portion thereof. If Purchaser,  in its
sole  discretion,  determines for any reason  whatsoever  that it is unsatisfied
with the results of and matters disclosed by its due diligence,  Purchaser shall
have the right to terminate  this  Agreement  by written  notice given to Seller
prior to 5:00 p.m.  New York time on the Due  Diligence  Expiration  Date  (TIME
BEING OF THE ESSENCE).  Upon any termination of this Agreement  pursuant to this
Section  4.1, (i) the Deposit  shall be refunded to  Purchaser  and (ii) neither
party hereto shall have any further  obligation to the other, with the exception
of those  obligations which expressly survive the termination of this Agreement.
If Purchaser  shall fail to terminate  this Agreement in the time and manner set
forth in this Section 4.1,  Purchaser shall be deemed to have irrevocably waived
its right to terminate this Agreement pursuant to this Section 4.1.

     4.2.  Inspections.  Purchaser and its  authorized  agents,  consultants  or
representatives  shall have the right,  upon  reasonable  prior notice to Seller
(which notice may be  telephonic),  to enter upon the Premises from time to time
to conduct such physical and other  inspections as Purchaser deems  appropriate,
provided that Purchaser shall not perform Invasive Tests or interview tenants of
the Premises without first obtaining  Seller's consent,  which consent shall not
be unreasonably withheld or delayed. Prior to any entrance upon the Premises for
the performance of Invasive  Tests,  Purchaser shall deliver to Seller (or cause
the  applicable  contractor  to deliver to Seller) a  certificate  of  insurance
evidencing  that  Purchaser  has  procured  and  maintains  in force and  effect
commercial  general liability  insurance  covering  Purchaser and Seller against
claims for bodily injury or death or property damage occurring in, upon or about
the Premises in an amount of not less than $2,000,000  (combined  single limit),
issued by an insurance  company with a rating of "A" or better as established by
Best's Rating Guide, which insurance shall include blanket contractual liability
coverage and shall otherwise be in form reasonably acceptable to Seller.

     4.3.  Restoration and Indemnity.  Following the performance of any Invasive
Tests,  Purchaser  shall  restore the Premises to their  condition  prior to the
performance thereof.  Purchaser shall indemnify and hold harmless Seller and its
officers,  directors,  members,  employees,  successors  and  assigns,  from and
against any and all damages,  losses,  costs,  expenses,  liabilities and claims
that  arise  out of or in any way  relate  to the  conduct  of  Purchaser's  due
diligence  investigations,  except  to the  extent  the same  arise by reason of
Seller's  negligence or wilful  misconduct.  The foregoing  indemnity  shall not
extend to  liability  which  arises  merely  by  reason  of a fact or  condition
disclosed by Purchaser's

<PAGE>

due diligence  investigations,  unless Purchaser's  conduct of its due diligence
investigations  results in  liability to Seller that would not  otherwise  arise
merely by reason of the disclosure of such fact or condition.  The provisions of
this Section 4.3 shall survive the termination of this Agreement for a period of
six (6) months.

     4.4. Confidentiality. Prior to the Closing, Purchaser shall not disclose to
any other party either the contents of any  materials  delivered to Purchaser by
Seller with  respect to the  Property or the results of any reports  summarizing
any aspect of Purchaser's due diligence  investigations  without first obtaining
the prior written consent of Seller.  Notwithstanding  the foregoing,  Purchaser
may, without first obtaining such prior written  consent,  make such disclosures
as it deems appropriate to its officers, employees, lenders, investors, counsel,
lenders' counsel,  appraisers,  accountants,  insurance advisors,  environmental
consultants and similar third-party consultants,  provided that such parties are
apprised of the  confidential  nature of the  material  disclosed.  In addition,
Purchaser may make such  disclosures as are required by law or court order.  The
provisions of this Section 4.4 shall survive any termination of this Agreement.

                          ARTICLE 5. TRANSACTION COSTS
                          ----------------------------

     5.1.  Seller's Costs.  At the Closing,  Seller shall pay all transfer taxes
and/or  deed  stamps  payable  as a  result  of the  conveyance  of title to the
Property to Purchaser  pursuant to this  Agreement.  Seller,  in addition to its
apportionment  obligations hereunder,  if any, also shall be responsible for the
cost of its legal counsel,  advisors and the other professionals  employed by it
in connection with the sale of the Property.

     5.2.  Purchaser's  Costs.  Purchaser,  in addition to its apportionment and
other payment  obligations  hereunder,  shall be  responsible  for all costs and
expenses  associated with (a) Purchaser's due diligence,  (b) Purchaser's  legal
counsel, advisors,  engineers,  consultants and the other professionals employed
by it in  connection  with  Purchaser's  due  diligence  and the purchase of the
Property, (c) title reports or abstracts issued by Title Insurer, as well as all
survey and search costs and updates related thereto,  (d) the policy premiums in
respect of any fee title insurance  obtained by Purchaser and any mortgage title
insurance  required by  Purchaser's  lender (if any), (e) the recording fees for
the deed and (f) all costs and expenses of obtaining any financing Purchaser may
elect to obtain.

                 ARTICLE 6. CLOSING DATE; CONDITIONS TO CLOSING
                 ----------------------------------------------

     6.1.  Closing Date. The closing of the  transactions  contemplated  by this
Agreement (the "CLOSING") shall take place on the date which is thirty (30) days
after the Due Diligence Expiration Date (unless such date is not a Business Day,
in which event the Closing shall take place on the next occurring  Business Day.
Such date, as the same may be adjourned by Seller in  accordance  with the terms
hereof, is hereinafter referred to as the "CLOSING DATE". The Closing

<PAGE>

shall take place on the Closing Date at 10:00 a.m. at the offices of Purchaser's
counsel,  Klehr,  Harrison,  Harvey,  Branzburg  & Ellers  LLP,  260 South Broad
Street, Philadelphia, Pennsylvania. TIME SHALL BE OF THE ESSENCE WITH RESPECT TO
THE OBLIGATIONS OF PURCHASER TO BE PERFORMED ON THE CLOSING DATE.

     6.2.  Purchaser's  Conditions.   Purchaser's  obligation  to  purchase  the
Property is subject to the satisfaction of the following  conditions  precedent,
any or all of which may be waived by Purchaser:

          (1)  Seller  shall  have  delivered  to  Purchaser   Tenant   Estoppel
     Certificates,  dated as of a date not more than  thirty  (30) days prior to
     the Closing Date,  from the holders of the tenant's  interest  under Leases
     which demise not less than 80% of the rentable square footage demised as of
     the date hereof under the Leases. For purposes of this Agreement,  the term
     "TENANT  ESTOPPEL  CERTIFICATE"  shall  mean a  certificate  in the form of
     Exhibit D annexed hereto, provided that if any Lease prescribes the form or
     contents of an estoppel certificate to be delivered by the tenant,  "TENANT
     ESTOPPEL  CERTIFICATE"  shall mean an estoppel  certificate in such form or
     containing  such  contents.  To  satisfy  the  condition  set forth in this
     Section  6.2(a),  a Tenant  Estoppel  Certificate  (i) must not  materially
     contradict any of the representations  made by Seller in Sections 9.3(a) or
     (b)  hereof and (ii) must not  allege a  material  default by the  landlord
     under the Lease.

          (2)  Seller  shall have  delivered  to  Purchaser  a letter by the New
     Jersey  Department of  Environmental  Protection to the effect that the New
     Jersey  Industrial  Site  Recovery Act does not apply to the Premises  (the
     "ISRA LETTER").

          (3) Seller's representations  contained in Sections 9.2 and 9.3 hereof
     shall be true, complete and correct in all material respects, as made as of
     the dates hereof and as of the Closing Date, provided that Seller shall not
     be deemed to be in breach of any  representation  of Seller made in Section
     9.3(a) or (c) hereof,  as made as of the Closing  Date,  to the extent that
     any such  representation is rendered untrue by any state of facts permitted
     or contemplated by this Agreement;

          (4)  Seller  shall  have   furnished   Purchaser   with  a  continuing
     certificate  of occupancy for the  Premises,  provided that Seller shall be
     under no obligation to cure any Violations  (hereinafter  defined) noted in
     the course of any inspection required to obtain the same; and

          (5) (i) this Agreement shall be in full force and effect,  (ii) Seller
     shall have fully  satisfied,  or shall therewith fully satisfy,  all of its
     Closing  obligations  hereunder,  and (iii) there shall not otherwise  then
     exist any event which would allow  Purchaser  to terminate  this  Agreement
     pursuant to the express terms hereof.

<PAGE>

     6.3.  Seller's  Conditions.  Seller's  obligation  to sell the  Property is
subject to the satisfaction of the following conditions precedent, any or all of
which may be waived by Seller:

          (a) this Agreement shall be in full force and effect,

          (b) Purchaser  shall have fully  satisfied,  or shall  therewith fully
     satisfy, all of its Closing obligations hereunder,

          (c) there shall not  otherwise  then exist any event which would allow
     Seller to terminate  this  Agreement  pursuant to the express terms hereof;
     and

          (d) Purchaser's  representations contained in Section 9.1 hereof shall
     be true,  complete and correct in all material respects,  as made as of the
     date hereof and as of the Closing Date.

     6.4. Failure of Condition Not a Breach.  The parties hereto acknowledge and
agree that the failure to occur of one or more conditions precedent contained in
this Article 6 shall not be deemed to  constitute a breach of this  Agreement by
either party  unless and to the extent that any such party shall have  expressly
agreed or covenanted or is otherwise  expressly  obligated hereunder to take any
action to satisfy or cause the satisfaction of the condition in question.

                   ARTICLE 7. CLOSING DOCUMENTS AND DELIVERIES

     7.1. Conveyancing Documents and Deliveries.

     At the Closing:

          (1)  Purchaser  shall deliver to Seller the Cash Balance and any other
     amounts  payable by  Purchaser  to Seller at the  Closing  pursuant to this
     Agreement;

          (2)  Seller  shall  execute,  acknowledge  and  deliver  a  deed  with
     covenants  against  grantor's  acts  sufficient  to convey the  Premises to
     Purchaser  subject only to the  Permitted  Exceptions  and such other Title
     Exceptions and such other Title  Exceptions as Purchaser  shall have waived
     or been  deemed  to waive  pursuant  to the  terms of this  Agreement  (the
     "DEED").

          (3) Seller shall  deliver to Purchaser  original  counterparts  of the
     Tenant Estoppel Certificates received by Seller.

          (4) Seller shall deliver to Purchaser an original  counterpart  of the
     ISRA Letter.

          (5) Seller shall deliver to Purchaser  original  counterparts  (or, if
     the same are  unavailable,  copies thereof) of the Leases.  Delivery of the
     foregoing may be effectuated by

<PAGE>

     leaving the same in the custody of Purchaser or its property manager at the
     management office at the Premises.

          (6) Seller shall deliver to Purchaser  original  counterparts  (or, if
     the  same are  unavailable,  copies  thereof)  of the  Security  Contracts.
     Delivery of the foregoing may be made by leaving the same in the custody of
     Purchaser or Purchaser's  property manager at the management  office at the
     Premises.

          (7) Seller  shall  deliver to  Purchaser  such plans,  specifications,
     tenant files, permits and licenses which pertain to the Premises and are in
     Seller's  possession.  Delivery of the foregoing may be made by leaving the
     same in the custody of Purchaser  or  Purchaser's  property  manager at the
     management office at the Premises.

          (8) Seller  shall  execute and  deliver a general  bill of sale in the
     form of Exhibit E annexed  hereto,  conveying to Purchaser  all of Seller's
     right, title and interest in and to the Personal Property.

          (9) Seller, as assignor,  and Purchaser,  as assignee,  shall mutually
     execute  and deliver to each other an  instrument  in the form of Exhibit F
     annexed  hereto  providing for the  assignment by Seller of the  landlord's
     interest in the Leases and the  assumption  by Purchaser of the  landlord's
     obligations  under the  Leases  which  arise or  accrue  from and after the
     Closing Date.

          (10) Seller and Purchaser  shall mutually  execute and deliver to each
     other an instrument in the form of Exhibit G annexed  hereto  providing for
     (x) the assignment by Seller to Purchaser of all of Seller's  right,  title
     and  interest  in and to  the  Security  Contracts,  any  Tenant  Brokerage
     Agreements  to which  Purchaser  shall have  consented  and the  assignable
     Licenses  and  Permits,   and  the  assumption  by  Purchaser  of  Seller's
     obligations  thereunder  which  first  arise or  accrue  from and after the
     Closing Date and (y) the  assumption  by Purchaser of Seller's  obligations
     with respect to post-termination  leasing commissions payable in accordance
     with Exhibit B, Section 9 of the Leasing  Agency  Agreement  (as defined in
     Exhibit C annexed hereto.)

          (11) Subject to the provisions of Section 7.1(j) hereof  pertaining to
     post-termination  leasing  commissions  payable  under the  Leasing  Agency
     Agreement, Seller shall deliver to Purchaser evidence of the termination of
     the Service  Contracts,  other than the Security  Contracts  and the Tenant
     Brokerage Agreements (if any).

          (12) Seller  shall  request  prior to Closing  that the leasing  agent
     under the Leasing Agency  Agreement  furnish  Purchaser on the Closing Date
     with a final  list of  prospective  tenants  with  respect  to which it may
     become  entitled to a  commission  in  accordance  with the  provisions  of
     Exhibit B, Section 9 of the Leasing Agency Agreement.

<PAGE>

          (13) Seller shall deliver to Purchaser an instrument pursuant to which
     Seller  (i)  remakes  the  representations  made by Seller in  Section  9.3
     (a)-(f)  hereof as of the Closing  Date and (ii)  advises  Purchaser of any
     facts or circumstances which would render any of such  representations,  as
     made of the Closing Date, untrue.

          (14) Seller and  Purchaser  shall execute and deliver a letter to each
     of the  tenants  under  the  Leases  and the  other  party to the  Security
     Contracts,  notifying each such tenant or party of the sale of the Premises
     and  indicating  the new  address  for  notices  under the  Leases  and the
     Security Contracts.

          (15) Seller  shall  execute and  deliver a FIRPTA  affidavit  required
     pursuant to the Treasury Department  Regulations  promulgated under Section
     1445 of the Internal  Revenue Code of 1986,  as amended,  in respect of the
     Property.  Seller  understands that such  certification will be retained by
     Purchaser  and will be made  available to the Internal  Revenue  Service on
     request.

          (16)  Seller,  as assignor,  and  Purchaser,  as assignee,  shall each
     execute and deliver an  instrument  providing for the  assignment,  without
     recourse,  representation  or warranty,  of Seller's interest in and to any
     licenses or permits affecting the Premises,  and Purchaser's  assumption of
     any obligations thereunder which arise or accrue from and after the Closing
     Date.

          (17) Each of Seller and Purchaser  shall execute and deliver a closing
     statement setting forth with specificity the adjustments made in accordance
     with Article 8 hereof.

          (18) Seller shall deliver to Purchaser Seller's check in the amount of
     the  security  deposits  held by  Seller  as  landlord  under  the  Leases.
     Notwithstanding the foregoing,  any tenant security deposits held in a form
     other than cash shall be  transferred  to Purchaser  by way of  appropriate
     instruments of transfer or assignment.

          (19)   Purchaser   shall   deliver  to  Seller   evidence   reasonably
     satisfactory to Seller of the due authorization,  execution and delivery of
     the  documents  and  instruments  to be executed by Purchaser at Closing in
     accordance with the terms of this Agreement.

          (20)  Seller   shall   deliver  to   Purchaser   evidence   reasonably
     satisfactory to Purchaser of the due authorization,  execution and delivery
     of the  documents  and  instruments  to be executed by Seller at Closing in
     accordance with the terms of this Agreement

          (21) Seller and  Purchaser  shall each  execute and deliver such other
     documents as shall reasonably be required to effectuate the Closing.

<PAGE>

                         ARTICLE 8. CLOSING ADJUSTMENTS
                         ------------------------------

     The following are to be adjusted and prorated  between Seller and Purchaser
as of 11:59 p.m. on the day  preceding  the Closing  Date,  based upon a 365 day
year,  with Seller  deemed to be the owner of the Property on the day  preceding
the Closing  Date and  Purchaser  deemed to be the owner of the  Property on the
Closing Date.

     8.1. Fixed Rents.

          (1) Fixed  rents  (collectively,  "FIXED  RENTS")  paid or  payable by
     tenants under the Leases in connection with their occupancy of the Premises
     shall be adjusted and prorated on an if, as and when collected  basis.  Any
     Fixed Rents  collected  by  Purchaser  or Seller after the Closing from any
     tenant who owes  Fixed  Rents for  periods  prior to the  Closing  shall be
     applied  (i) first,  in payment of Fixed  Rents owed by such tenant for the
     month in which the Closing Date occurs,  pro rated as of the Closing  Date,
     (ii)  second,  in payment of Fixed  Rents owed by such  tenant for  periods
     subsequent  to the month in which the Closing  Date occurs and (iii) third,
     after  Fixed  Rents for all  current  periods  have  been paid in full,  in
     payment of Fixed Rents owed by such  tenant for periods  prior to the month
     in which the  Closing  Date  occurs.  Each such  amount,  less any costs of
     collection   (including   reasonable  counsel  fees)  reasonably  allocable
     thereto,  shall be adjusted and prorated as provided  above,  and the party
     who  receives  such amount  shall  promptly pay over to the other party the
     portion thereof to which it is so entitled.

          (2) Purchaser shall bill tenants who owe Fixed Rents for periods prior
     to the  Closing  on a monthly  basis  for a period  of six (6)  consecutive
     months  following  the Closing Date and shall use  commercially  reasonable
     efforts to  collect  such past due Fixed  Rents;  provided,  however,  that
     Purchaser  shall have no obligation to commence any actions or  proceedings
     to collect any such past due Fixed Rents. Notwithstanding the foregoing, if
     Purchaser  shall be unable to  collect  such past due Fixed  Rents,  Seller
     shall have the right,  upon prior written  notice to  Purchaser,  to pursue
     tenants to collect such delinquencies (including,  without limitation,  the
     prosecution of one or more  lawsuits),  but Seller shall not be entitled to
     evict (by summary  proceedings or otherwise) any such tenants.  Any payment
     by a tenant in an  amount  less  than the full  amount  of Fixed  Rents and
     Overage Rents then due and payable by such tenant shall be applied first to
     Fixed Rents (in the order of priority as to time periods as is set forth in
     Section  8.1(a)  above) to the extent of all such Fixed  Rents then due and
     payable by such tenant,  and  thereafter  to Overage Rents (in the order of
     priority as to time periods as is set forth in Section 8.2(d) below).

     8.2. Overage Rents.

          (1) With  respect to any Lease that  provides  for (i) the  payment of
     additional  rent based upon a percentage of the tenant's  business during a
     specified  annual or other  period  (sometimes  referred to as  "percentage
     rent"),  (ii) so-called  common area  maintenance or "cam" charges or (iii)
     so-called "escalation rent" or additional rent based upon increases in real
     estate  taxes or  operating  expenses  or labor  costs or cost of living or
     porter's wages or otherwise (such

<PAGE>

     percentage  rent, cam charges,  escalation  rent and additional  rent being
     collectively called "OVERAGE RENTS"),  such Overage Rents shall be adjusted
     and prorated on an if, as and when collected basis.

          (2) As to any Overage  Rents in respect of an  accounting  period that
     shall have  expired  prior to the Closing but which shall be paid after the
     Closing,  Purchaser  shall,  subject to the  provisions  of Section  8.2(d)
     hereof, pay the entire amount over to Seller upon receipt thereof, less any
     costs  of  collection   (including   reasonable  counsel  fees)  reasonably
     allocable thereto. Purchaser agrees that it shall (i) promptly render bills
     for any Overage  Rents in respect of an  accounting  period that shall have
     expired  prior to the Closing  but which  shall be paid after the  Closing,
     (ii) bill tenants such Overage Rents  attributable to an accounting  period
     that  shall have  expired  prior to the  Closing  on a monthly  basis for a
     period of six (6) consecutive  months thereafter and (iii) use commercially
     reasonable  efforts to  collect  Overage  Rents;  provided,  however,  that
     Purchaser  shall have no obligation to commence any actions or  proceedings
     to collect  any such  Overage  Rents.  Notwithstanding  the  foregoing,  if
     Purchaser shall be unable to collect such Overage Rents,  Seller shall have
     the right,  upon prior written  notice to Purchaser,  to pursue  tenants to
     collect such delinquencies (including,  without limitation, the prosecution
     of one or more  lawsuits),  but Seller  shall not be  entitled to evict (by
     summary proceedings or otherwise) any such tenants. Seller shall furnish to
     Purchaser all information  relating to the period prior to the Closing that
     is  reasonably  necessary for the billing of Overage  Rents;  and Purchaser
     will deliver to Seller,  concurrently with the delivery to tenants,  copies
     of all  statements  relating  to  Overage  Rents for a period  prior to the
     Closing.  Purchaser  shall bill  tenants for Overage  Rents for  accounting
     periods  prior to the Closing in  accordance  with and on the basis of such
     information furnished by Seller.

          (3)  Overage  Rents in respect of the  accounting  period in which the
     Closing Date occurs shall be apportioned between Seller and Purchaser as of
     11:59 P.M. of the day preceding the Closing Date, with Seller receiving the
     proportion of such Overage Rents that the portion of such accounting period
     prior to the Closing Date bears to the entire such accounting  period,  and
     Purchaser  receiving the  proportion of such Overage Rents that the portion
     of such  accounting  period  from and after the  Closing  Date bears to the
     entire such  accounting  period.  If,  prior to the  Closing,  Seller shall
     receive any installments of Overage Rents attributable to Overage Rents for
     periods from and after the Closing,  such sum shall be  apportioned  at the
     Closing.  Subject to the provisions of Section 8.2(d) hereof,  if Purchaser
     shall  receive  after  the  Closing  any   installments  of  Overage  Rents
     attributable  to Overage Rents for periods  prior to the Closing,  such sum
     (less any costs and expenses  (including  reasonable counsel fees) incurred
     by Purchaser  in the  collection  of such  Overage  Rents) shall be paid by
     Purchaser to Seller promptly after Purchaser receives payment thereof.

          (4) Any payment by a tenant on account of Overage Rents (to the extent
     not  applied  against  Fixed  Rents  due  and  payable  by such  tenant  in
     accordance  with Section  8.1(b)  above) shall be applied to Overage  Rents
     then due and payable in the following order of priority:

<PAGE>

     (i) first,  in payment of Overage Rents for the accounting  period in which
     the Closing Date occurs,  until all current Overage Rents are paid in full;
     and (ii)  second,  in payment of Overage  Rents for the  accounting  period
     preceding the accounting period in which the Closing Date occurs.

          (5) To the extent that any portion of Overage  Rents is required to be
     paid  monthly by tenants on account of  estimated  amounts for any calendar
     year (or, if applicable, any lease year or tax year or any other applicable
     accounting  period),  and at the end of such  calendar year (or lease year,
     tax year or other applicable  accounting  period, as the case may be), such
     estimated  amounts are to be recalculated  based upon the actual  expenses,
     taxes and other relevant  factors for that calendar  (lease or tax) year or
     other applicable accounting period, with the appropriate  adjustments being
     made with such  tenants,  then such  portion of the Overage  Rents shall be
     prorated  between  Seller  and  Purchaser  at the  Closing  based  on  such
     estimated  payments actually paid by tenants (i.e., with Seller entitled to
     retain all monthly or other periodic  installments  of such amounts paid by
     tenants  with  respect  to  periods  prior to the  calendar  month or other
     applicable installment period in which the Closing occurs, Seller to pay to
     Purchaser at the Closing all monthly or other periodic installments of such
     amounts  theretofore  received by Seller with respect to periods  following
     the  calendar  month or other  applicable  installment  period in which the
     Closing occurs and Seller and Purchaser to apportion as of the Closing Date
     all monthly or other periodic  installments of such amounts paid by tenants
     with respect to the calendar month or other applicable  installment  period
     in which the  Closing  occurs).  At the  time(s) of final  calculation  and
     collection from (or refund to) each tenant of the amounts in reconciliation
     of actual  Overage Rents for a period for which  estimated  amounts paid by
     such  tenant have been  prorated,  there  shall be a  re-proration  between
     Seller and  Purchaser.  If, with  respect to any tenant,  the  recalculated
     Overage  Rents  exceeds  the  estimated  amount paid by such  tenant,  upon
     collection  from  the  tenant,  (i)  the  entire  excess  shall  be paid by
     Purchaser to Seller, if the accounting period for which such  recalculation
     was  made  expired  prior to the  Closing  and (ii)  such  excess  shall be
     apportioned  between  Seller and  Purchaser  as of the Closing Date (on the
     basis  described in the first  sentence of Section  8.2(c)  above),  if the
     Closing occurred during the accounting period for which such  recalculation
     was made, with Purchaser  paying to Seller the portion of such excess which
     Seller is so  entitled  to receive.  If,  with  respect to any tenant,  the
     recalculated  Overage Rents are less than the estimated amount paid by such
     tenant,  (1) the entire shortfall shall be paid by Seller to Purchaser (or,
     at Seller's option,  directly to the tenant in question), if the accounting
     period for which such  recalculation  was made expired prior to the Closing
     and (2) such shortfall shall be apportioned between Seller and Purchaser as
     of the  Closing  Date (on the  basis  described  in the first  sentence  of
     Section 8.2(c) above), if the Closing occurred during the accounting period
     for which such recalculation was made, with Seller paying to Purchaser (or,
     at Seller's option, directly to the tenant in question) the portion of such
     shortfall so allocable to Seller.

          (6) Until such time as all  amounts  required  to be paid to Seller by
     Purchaser  pursuant  to Sections  8.1 and this  Section 8.2 shall have been
     paid in full, Purchaser shall furnish

<PAGE>

     to Seller not less frequently than monthly a reasonably detailed accounting
     of such amounts payable by Purchaser,  which  accounting shall be delivered
     to  Seller  on or  prior to the  15th  day  following  the last day of each
     calendar  month  from and after  the  calendar  month in which the  Closing
     occurs.  Seller  shall  have the  right  from  time to time  following  the
     Closing,  on Business Days and upon reasonable  prior notice to Seller,  to
     review  Purchaser's  rental  records  with  respect to the  Property to the
     extent required to ascertain the accuracy of such accountings.

     8.3. Real Estate Taxes. Real estate taxes shall be adjusted and prorated on
the basis of the fiscal  year for which  assessed.  If the  Closing  shall occur
before  the tax rate or  assessed  valuation  is  fixed  for the  Premises,  the
apportionment  of real estate taxes for such Premises shall be upon the basis of
the tax rate for the  preceding  year  applied to the most  recently  applicable
assessed  valuation of such  Premises,  subject to further and final  adjustment
when the tax rate and/or  assessed  valuation for such Premises is fixed for the
year in which the  Closing  occurs.  In the event that the  Premises or any part
thereof shall be or shall have been  affected by an  assessment or  assessments,
whether or not the same become payable in annual installments,  Seller shall, at
the Closing,  be responsible for any  installments  due prior to the Closing and
Purchaser shall be responsible for any installments due on or after the Closing.

     8.4.  Utility  Charges.  Seller  shall  use  reasonable  efforts  to obtain
readings of meters  measuring  utility  consumption at the Property  (other than
utilities which are the  responsibility of tenants under Leases) for all periods
through (and  including) the date preceding the Closing Date.  Seller shall pay,
and be  responsible,  for all bills rendered on the basis of such  readings.  If
such  readings are not obtained for any metered  utility,  then, at the Closing,
apportionment  shall be made on the basis of the most  recent  period  for which
such  readings are  available.  Upon the taking of subsequent  actual  readings,
there shall be a recalculation of the applicable utility charges,  and Seller or
Purchaser,  as the case may be, shall  promptly  remit to the other party hereto
any   amounts  to  which  such  party  shall  be  entitled  by  reason  of  such
recalculation.  Unmetered  water charges or sewer rents shall be  apportioned on
the basis of the  charges  therefor  for the same  period  during  the  previous
calendar year, but applying the current rate thereto.  As to any utility charges
or sewer rents  payable by tenants,  Purchaser  shall close title and accept the
delivery  of the Deed  subject  to such  unpaid  charges  and rents and any lien
resulting  therefrom,  without credit against the Purchase Price or any claim or
right of action against Seller.

     8.5. Fuel. Fuel on hand, if any, based on an estimate  provided by Seller's
fuel  supplier,  at Seller's cost valued at the price  therefor  charged by such
supplier including any applicable taxes.

     8.6. Other  Adjustments.  The following  items shall also be adjusted as of
11:59 P.M. on the date  preceding  the Closing  Date:  (i) charges and  payments
under the Security Contracts, (ii) license and permit fees on assignable permits
and licenses,  (iii) revenues, if any, arising out of telephone booths,  vending
machines, or other income-producing agreements and (iv)

<PAGE>

maintenance  supplies  in  unopened  containers  based on  Seller's  actual cost
therefor, including sales and/or use tax.

     Any errors or omissions in computing  adjustments  at the Closing  shall be
promptly  corrected,  provided  that the party  seeking to correct such error or
omission  shall have  notified  the other  party of such error or omission on or
prior  to the  date  that  is one (1)  year  following  the  Closing  Date.  The
provisions of this Article 8 shall survive Closing for a period of one year.

                    ARTICLE 9. REPRESENTATIONS AND WARRANTIES
                    -----------------------------------------

     9.1. Basic Representations of Purchaser.

     Purchaser,  as of the date  hereof,  represents  and  warrants to Seller as
follows:

          (1) Purchaser is a limited liability company, duly organized,  validly
     existing and in good standing under the laws of the State of Pennsylvania.

          (2)  Purchaser  has full power and authority to enter into and perform
     this Agreement, the documents to be executed and delivered pursuant hereto,
     and each and all of the  transactions  contemplated  hereby and  thereby in
     accordance with the terms hereof and thereof.

          (3)  The  individuals  executing  this  Agreement,  and  each  of  the
     documents to be executed and delivered in connection  herewith on behalf of
     Purchaser  have full power and authority to do so. This  Agreement and each
     of the  Purchaser  Closing  Documents  are,  or will be when  executed  and
     delivered,   the  legal  valid  and  binding   obligations   of  Purchaser,
     enforceable  against  Purchaser  in  accordance  with the terms  hereof and
     thereof.

          (4) Purchaser has not filed any petition seeking or acquiescing in any
     reorganization,   arrangement,  composition,   readjustment,   liquidation,
     dissolution  or similar  relief  under any law  relating to  bankruptcy  or
     insolvency,  nor  has any  such  petition  been  filed  against  Purchaser.
     Purchaser  is not  insolvent  and  the  consummation  of  the  transactions
     contemplated by this Agreement  shall not render  Purchaser  insolvent.  No
     general assignment of Purchaser's property has been made for the benefit of
     creditors,  and  no  receiver,  master,  liquidator  or  trustee  has  been
     appointed for Purchaser or any of its property.

          (5) There are no actions or  proceedings  pending  or, to  Purchaser's
     actual knowledge, threatened, against Purchaser which could have a material
     adverse affect on Purchaser's ability to perform its obligations hereunder.

     9.2. Basic Representations of Seller.

<PAGE>

     Seller,  as of the date  hereof,  represents  and  warrants to Purchaser as
follows:

          (1) Seller is a limited liability company,  duly organized and validly
     existing and in good standing under the laws of the State of Delaware.

          (2) Seller has full power and authority to enter into and perform this
     Agreement  and to enter into the  documents  to be executed  and  delivered
     pursuant hereto, and each and all of the transactions  contemplated  hereby
     and thereby in accordance with the terms hereof and thereof.

          (3) The individuals  executing this Agreement on behalf of Seller, and
     the  individuals  executing  each  of  the  documents  to be  executed  and
     delivered in connection herewith,  on behalf of Seller, have full power and
     authority to do so. This Agreement and each of the Seller Closing Documents
     are, or will be when  executed and  delivered,  the legal valid and binding
     obligations of Seller,  enforceable  against Seller in accordance  with the
     terms hereof and thereof.

          (4) Seller has not filed any petition  seeking or  acquiescing  in any
     reorganization,   arrangement,  composition,   readjustment,   liquidation,
     dissolution  or similar  relief  under any law  relating to  bankruptcy  or
     insolvency,  nor has any such petition been filed against Seller. Seller is
     not insolvent and the consummation of the transactions contemplated by this
     Agreement  shall not render  Seller  insolvent.  No general  assignment  of
     Seller's  property  has been  made for the  benefit  of  creditors,  and no
     receiver,  master,  liquidator or trustee has been  appointed for Seller or
     any of its property.

          (5) There are no actions or proceedings pending or, to Seller's actual
     knowledge,  threatened,  against Seller which could have a material adverse
     affect on Seller's ability to perform its obligations hereunder.

     9.3. Representations of Seller Regarding the Property.

     Seller,  as of the date  hereof,  represents  and  warrants to Purchaser as
follows:

          (1) There are no leases,  licenses or occupancy  agreements  affecting
     the Premises,  other than the Existing Leases. The Existing Leases have not
     been modified or amended,  except as set forth in Exhibit B annexed hereto.
     Seller has delivered to Purchaser true,  complete and correct copies of the
     Existing Leases. The information  contained in the rent roll annexed hereto
     as  Exhibit H is true,  complete  and  correct  in all  material  respects;
     provided,  however,  because  Purchaser  will have an opportunity to review
     each of the Existing Leases and the New

<PAGE>

     Leases  during  the Due  Diligence  Period,  in the event that there is any
     discrepancy  between the  information  contained in Exhibit H and the terms
     and provisions of any of the Existing  Leases or New Leases,  the terms and
     provisions of the Existing  Leases and the New Leases shall be effective as
     against  Seller  and  Purchaser,  and  Seller  shall  not be deemed to have
     breached the representation  contained in this Section 9.3(a) clause (a) by
     reason of such discrepancy.  Except as otherwise noted in Exhibit I annexed
     hereto,  (i) each of the Existing Leases is in full force and effect,  (ii)
     no  written  notice of a default  on the part of a tenant  under any of the
     Existing Leases has been sent by Seller,  other than a notice setting forth
     a default which, as of the date hereof, has been cured and (iii) no written
     notice of a default on the part of the landlord  under the Existing  Leases
     has been  received by Seller,  other than a notice  setting forth a default
     which, as of the date hereof, has been cured.

          (2) Subject to the provisions of Section 15.6 hereof,  Seller has paid
     (or will on or before  Closing pay) all Leasing  Costs which pertain to the
     current terms of the Leases, other than Leasing Costs payable in connection
     with (A) the renewal or extension of an Existing Lease or a New Lease,  the
     effective date of which shall not yet have occurred on the date hereof, (B)
     the leasing of space  pursuant to the exercise of a right of first  refusal
     or first offer or similar  right  contained  in an Existing  Lease or a New
     Lease,  the effective date of which shall not yet have occurred on the date
     hereof and (C) the failure  timely to exercise  any  termination  right set
     forth in an  Existing  Lease or a New  Lease  at any  time  after  the date
     hereof.

          (3) There are no service contracts,  brokerage  agreements  (including
     tenant brokerage  agreements),  maintenance  agreements or other agreements
     affecting  the  Premises,  other  than (i) the  Existing  Leases,  (ii) the
     Existing  Service  Contracts  and (iii)  any  service  contracts  which are
     terminable upon not more than 30 days notice without penalty or premium.

          (4) There are no actions or proceedings pending or, to Seller's actual
     knowledge,  threatened, with respect to the Property, which are not covered
     by insurance.

          (5)  There  are no  pending  or, to  Seller's  knowledge,  threatened,
     eminent domain or condemnation proceedings with respect to the Property.

          (6)  There are no  special  assessments  pending  or  threatened  with
     respect to the Premises.

          (7) The insurance  coverages with respect to the Premises described in
     Exhibit J annexed hereto are in full force and effect.

     The  representations  of Seller  contained  in Section 9.3 (a) - (f) hereof
shall survive Closing for the Representation Survival Period.

<PAGE>

                                ARTICLE 10. TITLE
                                -----------------

     10.1.  Acceptable Title. Seller shall convey, or cause to be conveyed,  and
Purchaser  shall  accept,  fee simple title to the  Premises,  as of the Closing
Date, subject only to the Permitted Exceptions.  The term "PERMITTED EXCEPTIONS"
shall mean, collectively, (i) the matters set forth in Exhibit K annexed hereto,
(ii) Title  Exceptions that Title Insurer shall be willing to omit as exceptions
to coverage  in any owner's  policy of title  insurance  obtained by  Purchaser,
(iii) the standard  exceptions and provisions  contained in the form of insuring
agreement employed by Title Insurer and (iv) any exceptions and matters that are
approved, waived or deemed to have been approved or waived by Purchaser.

     10.2. Inability to Convey Acceptable Title.  Purchaser agrees to obtain, at
its expense, a title report with respect to the Premises from Title Insurer (the
"TITLE REPORT") and an update of the existing survey of the Subject  Premises by
a licensed  New Jersey  surveyor.  Purchaser  shall  furnish a copy of the Title
Report and survey to Seller promptly after  Purchaser  receives the same, but in
no event later than twenty (20) days after the Effective  Date. On or before the
date which is twenty  (20) days  after the  Effective  Date  (TIME  BEING OF THE
ESSENCE),  Purchaser  may  furnish  Seller  with a written  notice  (the  "TITLE
OBJECTION  NOTICE") of those Title  Exceptions  noted in the Title Report or the
survey  update  which are not  Permitted  Exceptions  and as to which  Purchaser
objects.  In  addition,  within  five (5)  days of  Purchaser's  receipt  of any
continuation  of the Title  Report,  Purchaser  may furnish  Seller with written
notice of Title Exceptions noted therein which are not Permitted  Exceptions and
as to which Purchaser objects,  provided such Title Exceptions were not noted in
the Title Report (or any prior  continuation  thereof) or the survey update (any
such notice shall also constitute a "TITLE OBJECTION  NOTICE").  Purchaser shall
be deemed to have  waived any  objection  to Title  Exceptions  set forth in the
Title Report (or any continuation  thereof) or the survey update to which timely
objection  is not  made  in a  Title  Objection  Notice.  For  purposes  of this
Agreement,  the  term  "TITLE  EXCEPTIONS"  shall  mean any  lien,  encumbrance,
security interest, charge, reservation, lease, tenancy, easement,  right-of-way,
encroachment,  restrictive  covenant,  condition  or  limitation  affecting  the
Property.

     10.3. Seller's Rights. Seller shall have the right, in its sole discretion,
upon notice to Purchaser  (the "TITLE  RESPONSE  NOTICE")  given within ten (10)
days after  Seller's  receipt of any Title  Objection  Notice (TIME BEING OF THE
ESSENCE),  to elect to either (i) take such action as Seller deems  advisable to
discharge those Title Exceptions which are not Permitted  Exceptions and are set
forth in the Title Objection Notice (the "TITLE DEFECTS") or (ii) subject to the
provisions of Section 10.4 hereof,  terminate this Agreement,  whereupon Deposit
shall be refunded to Purchaser  and  thereafter  neither party hereto shall have
any further  obligation to the other party  hereto,  with the exception of those
obligations which expressly survive the termination of this Agreement. If Seller
fails  timely to  deliver  the  Title  Response  Notice,  then,  subject  to the
provisions  of Section  10.4  hereof,  Seller shall be deemed to have elected to
terminate this Agreement  pursuant to clause (ii) above. If Seller, in its Title
Response  Notice,  elects to take  action to remove,  remedy or comply  with the
Title  Defects,  Seller shall be entitled to one or more  adjournment(s)  of the
Closing for up to 30 days in the aggregate,  to discharge the Title Defects.  If
Seller is unable to remove, remedy or comply with such Title

<PAGE>

Defects  at  the  expiration  of  such  adjournment(s),  then,  subject  to  the
provisions  of  Section  10.4  hereof,  this  Agreement  shall be  deemed  to be
terminated as of the last adjourned date of Closing. Upon such termination,  the
Deposit  shall be refunded to Purchaser  and neither party hereto shall have any
further  obligation to the other party,  with the exception of those obligations
which expressly  survive the termination of this Agreement.  Except as set forth
in Section 10.5  hereof,  nothing in this  Agreement  shall be deemed to require
Seller to take or bring any action or  proceeding  or any other  steps to remove
any defect in or objection to title or to expend any moneys therefor,  nor shall
Purchaser  have  any  right  of  action  against  Seller,  at law or in  equity,
therefor.

     10.4. Purchaser's Right to Accept Title.  Notwithstanding the provisions of
Section 10.3 hereof, Purchaser may, upon written notice to Seller at any time on
or before the  Closing  Date (as the same may have been  adjourned  by Seller in
accordance  with the  provisions of Section 10.3  hereof),  elect to accept such
title as Seller can convey,  notwithstanding the existence of any Title Defects.
In such event,  (i) this  Agreement  shall remain in force and effect,  (ii) the
parties  shall proceed to Closing and (iii)  Purchaser  shall not be entitled to
any abatement of the Purchase Price,  any credit or allowance of any kind or any
claim or right of action  against  Seller for damages or  otherwise by reason of
the Title Defects.

     10.5.  Seller's  Obligation.  Notwithstanding  anything  contained  in this
Article  10 the  contrary,  Seller  shall at or prior to Closing  discharge  any
mortgage affecting the Property (together with any other documents evidencing or
securing any such mortgage or otherwise  executed in connection  therewith)  and
any other Title  Defects (i) which are knowingly  and  intentionally  created by
Seller  subsequent to the date hereof or (ii) which may be discharged  solely by
the payment of a sum of money, not to exceed $150,000 in the aggregate.

     10.6. Title Affidavits, Etc.

          (a) If requested  by Title  Insurer,  Seller shall  deliver (i) one or
     more  reasonable and customary title  affidavits  executed by Seller (or an
     officer  thereof),  certifying to factual matters  concerning Seller or the
     Premises  which are within the  knowledge  of Seller,  (including,  without
     limitation, any reasonable and customary affidavit which may be required in
     order to omit from title  insurance  coverage any exceptions for judgments,
     bankruptcies  or other  returns  against  persons or  entities,  other than
     Seller,  whose names are the same as or similar to Seller's name), and (ii)
     documents  evidencing  Seller's  payment  of  franchise  or  unincorporated
     business taxes, as applicable.

          (b) If requested by Title Insurer,  Purchaser shall deliver (i) one or
     more reasonable and customary title affidavits executed by Purchaser (or an
     officer thereof), certifying to factual matters concerning Purchaser or the
     Premises  which are  within  the  knowledge  of  Purchaser  (or an  officer
     thereof)  (including,  without  limitation,  any  reasonable  and customary
     affidavit  which  may be  required  in order to omit from  title  insurance
     coverage any exceptions for

<PAGE>

     judgments, bankruptcies or other returns against persons or entities, other
     than  Purchaser,  whose  names are the same as or  similar  to  Purchaser's
     name), and (ii) documents  evidencing  Purchaser's  payment of franchise or
     unincorporated business taxes, as applicable, or dissolution taxes.

     10.7. Violations.  Seller shall have no responsibility to cure, or cause to
be cured,  any Violations,  whether the same have been noted or issued as of the
date hereof or are first noted or issued after the date hereof,  and  Purchaser,
in all events,  agrees to close title to the Premises subject  thereto.  As used
herein, the term "Violation(s)" shall mean any violation of any law or municipal
ordinance,  order or  requirement  noted or issued  against the  Property by any
federal, state or municipal department having jurisdiction over the Property.

                      ARTICLE 11. CASUALTY AND CONDEMNATION
                      -------------------------------------

     11.1. Casualty.

          (1) For  purposes of this Article 11, the  following  terms shall have
     the meanings indicated:

               "MAJOR  CASUALTY"  means  a  fire  in or  other  casualty  to the
          Building  which causes damage or injury to the Premises and results in
          Restoration Costs in excess of an amount equal to five percent (5%) of
          the Purchase Price.

               "RESTORATION  COSTS"  means  the cost to repair  or  restore  (as
          reasonably  determined by an architect or engineer  selected by Seller
          and approved by Purchaser,  which approval  shall not be  unreasonably
          withheld, conditioned or delayed) the damage to the Building caused by
          a fire or other casualty,  exclusive of the cost of any such repair or
          restoration for which Seller,  as the landlord under any Lease, is not
          responsible.

          (2) If,  between the date hereof and the Closing,  there shall occur a
     fire  or  other  casualty  affecting  the  Building  which  is not a  Major
     Casualty,  then  Purchaser  shall have no right to terminate this Agreement
     and shall purchase the Premises in its damaged  condition without reduction
     of or offset  against the Purchase  Price or any other claim against Seller
     (other  than a  credit  against  the  Cash  Balance  in the  amount  of the
     deductible,  if any, under Seller's policy of casualty  insurance.)  Seller
     shall  assign to  Purchaser  the right to receive  any  insurance  proceeds
     payable  to Seller as a result  of such fire or other  casualty;  provided,
     however, that Seller shall be entitled to retain (to the extent theretofore
     paid to Seller),  and shall not be obligated to assign the right to receive
     (to the extent not theretofore paid to Seller), an amount of such insurance
     proceeds equal to Seller's  expenses,  if any,  incurred in collecting such
     proceeds and repairing the damage caused by fire or other casualty.

          (3) If,  between the date hereof and the Closing,  there shall occur a
     fire or other casualty  affecting the Building  which is a Major  Casualty,
     then  Purchaser  shall have the option,  to be exercised by notice given to
     Seller within fifteen (15) days after the date of such casualty,

<PAGE>

     to terminate this Agreement.  If Purchaser shall so elect to terminate this
     Agreement,  the Deposit shall be refunded to Purchaser,  whereupon  neither
     party hereto  shall have any further  obligation  to the other  hereunder),
     except for those  obligations  which  expressly  survive the termination of
     this Agreement. If Purchaser shall not elect to terminate this Agreement as
     provided in this subclause  (c), then this  Agreement  shall remain in full
     force and effect with respect and the  provisions of Section  11.1(b) above
     shall apply to such damage and any insurance proceeds payable in connection
     therewith.

          (4) If  Purchaser  elects or is otherwise  obligated  pursuant to this
     Section 11.1 to proceed to Closing  following  the  occurrence of a fire or
     other  casualty,  Seller  shall not adjust the claim which arises under its
     insurance policy without first obtaining Purchaser's consent, which consent
     shall not be unreasonably withheld.

          (5) In no event shall Seller have any  obligation to repair any damage
     or  destruction  to the Building,  but Seller shall have the right to do so
     and utilize insurance proceeds for such purpose.

          (6) Seller and Purchaser  expressly intend that the provisions of this
     Section 11.1 shall govern in the event of a fire or other casualty.

     11.2. Condemnation.

          (1) If, between the date hereof and the Closing,  any  condemnation or
     eminent domain  proceedings  are initiated which would result in the taking
     of all or any material portion of the Premises, then Purchaser may elect to
     terminate this Agreement by giving written notice of its election to Seller
     within fifteen (15) days after receiving notice of such prospective taking.
     If Purchaser shall so elect to terminate this Agreement,  the Deposit shall
     be refunded to  Purchaser,  whereupon  neither  party hereto shall have any
     further  obligation to the other  hereunder,  except for those  obligations
     which expressly  survive the  termination of this  Agreement.  If Purchaser
     does not so elect to  terminate  this  Agreement,  then the parties  hereto
     shall  proceed to the Closing  without  reduction of or offset  against the
     Purchase Price and Purchaser shall have no other claim against  Seller.  In
     such  event,  all of  Seller's  right,  title  and  interest  in and to any
     condemnation  proceeds  paid or payable in  connection  therewith  shall be
     assigned to  Purchaser.  In no event shall  Seller have any  obligation  to
     repair or restore  the  Premises  or any  portion  thereof by reason of any
     condemnation..

<PAGE>

          (2) If, between the date hereof and the Closing,  any  condemnation or
     eminent domain  proceedings  are initiated which would result in the taking
     of less than a  material  portion of the  Premises,  such as a taking of an
     immaterial  portion of the  Premises to  effectuate a road  widening,  then
     neither  Seller nor Purchaser may terminate  this Agreement and the parties
     shall  proceed to the Closing  without  reduction of or offset  against the
     Purchase Price and Purchaser shall have no other claim against  Seller.  In
     such  event,  all of  Seller's  right,  title  and  interest  in and to any
     condemnation  proceeds  paid or payable in  connection  therewith  shall be
     assigned to  Purchaser.  In no event shall  Seller have any  obligation  to
     repair or restore  the  Premises  or any  portion  thereof by reason of any
     condemnation.

                        ARTICLE 12. DEFAULT AND REMEDIES
                        --------------------------------

     12.1.  Default By  Purchaser.  If  Purchaser  (i)  defaults  in its Closing
obligations (i.e., defaults in the payment of the Purchase Price or otherwise in
the  performance of any of its  obligations  hereunder which are to be performed
on, or as of, the Closing Date), or (ii) otherwise materially defaults hereunder
and such other  material  default is not cured within ten (10) days after notice
thereof from Seller to Purchaser,  then, and in any of such events,  Seller,  as
its sole remedy  therefor,  may terminate  this  Agreement by written  notice to
Purchaser,  whereupon the Deposit shall be paid to Seller as liquidated  damages
on  account of such  default,  and,  thereafter,  neither  party  shall have any
further rights or obligations hereunder other than those which expressly survive
the termination of this Agreement. Seller and Purchaser agree that the aforesaid
liquidated  damages are a fair and reasonable amount to be retained by Seller as
agreed and liquidated  damages in light of Seller's removal of the Premises from
the market and the costs  incurred by Seller and shall not  constitute a penalty
or a forfeiture.

     12.2. Default By Seller. If Seller (i) defaults in its Closing  obligations
(i.e., defaults in the performance of any of its obligations hereunder which are
to be performed on, or as of, the Closing Date),  or (ii)  otherwise  materially
defaults  hereunder and such material  Default is not cured within ten (10) days
after notice thereof from  Purchaser to Seller,  then, and in either such event,
Purchaser  may,  as its sole  remedy  therefor,  either (x) pursue an action for
specific  performance of this Agreement by Seller hereunder,  without abatement,
credit  against  or  reduction  of the  Purchase  Price  or (y)  terminate  this
Agreement by written notice to Seller and Escrowee,  whereupon the Deposit shall
be refunded to Purchaser;  it being understood and agreed that in no event shall
Purchaser be entitled to money damages.  Notwithstanding  the foregoing,  (A) if
Seller wilfully defaults in the performance of its obligations  hereunder beyond
any applicable notice and cure period and Purchaser terminates this Agreement by
reason thereof, Purchaser shall have a claim for damages on account thereof, not
to exceed $150,000 in the aggregate and (B) if Seller  wilfully  defaults in the
performance of its Closing  obligations  hereunder and Purchaser  prevails in an
action for specific  performance,  Purchaser shall be entitled to  reimbursement
from Seller in an amount equal to reasonable  attorneys' fees and  disbursements
incurred by Purchaser in  connection  with  prosecuting  the action for specific
performance,  not to  exceed  $50,000  in the  aggregate.  Except  as  expressly
provided in this Section 12.2,  Purchaser  waives any other right or remedy,  at
law or in equity,  which Purchaser may have or be entitled to as a result of any
default by Seller.


<PAGE>


     12.3.  Post-Closing  Breach of  Representation.  If  Purchaser  proceeds to
Closing with  constructive  or actual  knowledge of any inaccuracy in an express
representation  of Seller  which may be  confirmed  through  review of materials
actually  delivered  by Seller to  Purchaser,  or with  actual  knowledge  of an
inaccuracy in any other express  representation  of Seller,  Purchaser  shall be
deemed to have waived  objection to such  inaccuracy  and shall have no right of
action or claim against Seller for damages or otherwise by reason  thereof.  If,
after the Closing,  Purchaser  shall first learn of an inaccuracy in any express
representation  of Seller (made as of the Closing  Date),  which  representation
expressly  survives  Closing,  then Purchaser  shall have a claim for damages on
account   thereof,   provided  that  (i)  any  claim  not  brought   within  the
Representation  Survival  Period shall be deemed waived,  (ii) Purchaser  hereby
waives the right to collect or seek to collect consequential or punitive damages
and (iii)  Purchaser  reasonably can demonstrate  that the damages  sustained by
Purchaser as a result of such inaccuracy exceed $25,000.

                               ARTICLE 13. BROKER
                               ------------------

     13.1.  Broker.  Purchaser  and Seller each  represents  and warrants to the
other that such party has not had any conversations or dealings with any broker,
finder or other similar party in connection with the  transactions  contemplated
hereby other than Broker.  Purchaser and Seller (each, an "INDEMNIFYING  PARTY")
shall indemnify, defend and hold the other harmless from and against any and all
claims,  liabilities,  losses,  damages,  costs or expenses (including,  without
limitation,  reasonable attorneys' fees and expenses), arising out of a claim of
a breach of the  representation  made by the Indemnifying  Party pursuant to the
immediately  preceding  sentence.  Seller shall pay any brokerage  commission or
similar compensation due to Broker pursuant to a separate written agreement. The
provisions of this Section 13.1 shall survive the Closing or termination of this
Agreement.

                             ARTICLE 14. ASSIGNMENT
                             ----------------------


<PAGE>


     14.1. No Assignment  by  Purchaser.  Neither this  Agreement nor any of the
rights of Purchaser hereunder (nor the benefits of such rights) may be assigned,
transferred or encumbered  without Seller's prior written consent (which consent
may be withheld in Seller's  sole and  absolute  discretion)  and any  purported
assignment, transfer or encumbrance without Seller's prior written consent shall
be void.  Notwithstanding  the  foregoing,  Purchaser may assign this  Agreement
without  Seller's  consent  to any  entity in which  Purchaser  owns a direct or
indirect beneficial interest or in which William Glazer is a principle, provided
that  (i) on or  prior  to the  effective  date  of such  assignment,  Purchaser
delivers to Seller  evidence of the ownership of Purchaser (if  applicable)  and
the  proposed  assignee  so as to permit  Seller to  verify  that such  proposed
assignee is a permitted assignee, (ii) on or prior to the effective date of such
assignment,  Purchaser  shall  deliver to Seller a written  assumption,  in form
reasonably  satisfactory  to Seller and duly  executed and  acknowledged  by the
assignee,  in which the assignee agrees to assume all of Purchaser's  covenants,
agreements and obligations under this Agreement and (iii) promptly following any
such  assignment,  Purchaser  shall pay to Seller any amounts paid or payable to
Purchaser  expressly by reason of such assignment,  it being understood that the
foregoing  shall  not  constitute  an  entitlement  to any  amounts  payable  to
Purchaser in the nature of capital contributions,  distributions,  promote fees,
carried  interest  or  otherwise  under  the  organizational  documents  of  the
assignee.  As of the date of any assignment of this Agreement in accordance with
the  provisions of this Section 14.1,  the  representations  of Purchaser  named
herein set forth in Section 9.1 hereof  shall be remade as to the  assignee,  as
Purchaser,  except that the  representations and warranties set forth in Section
9.1(a) hereof shall be modified accordingly. Purchaser named herein shall remain
fully liable for all of Purchaser's covenants,  agreements and obligations under
this Agreement  notwithstanding  any such permitted  assignment pursuant to this
Section 14.1.

                              ARTICLE 15. COVENANTS
                              ---------------------

     15.1. Operation of Premises.  Between the date hereof and the Closing Date,
Seller  shall  continue to maintain  the  Premises  in the  ordinary  course and
substantially  in  accordance  with the  practices  and  procedures  customarily
followed by Seller in the  maintenance of the Premises prior to the date hereof;
provided,  however,  that Seller shall have no obligation to make any repairs or
expenditures that are capital in nature.

     15.2. Insurance. Between the date hereof and the Closing Date, Seller shall
either  (a)  maintain  in full  force and  effect  the fire and  other  casualty
insurance  coverages  described in Exhibit J attached hereto or (b) replace such
insurance policies with other policies providing coverage equivalent thereto.

     15.3. Modification of Leases. Between the date hereof and the Closing Date,
Seller  shall not modify or amend any of the  Existing  Leases or any of the New
Leases without Purchaser's prior written consent in each instance, which consent
shall not be unreasonably  withheld;  provided,  however,  Seller shall have the
right,  without Purchaser's consent, to enter into any modification or amendment
of an  Existing  Lease or a New Lease if the same is  required  pursuant  to the
terms of the Existing Lease or the New Lease, as the case may be, or if the same
is entered into to effectuate or memorialize the exercise of any right or option
contained  in the  Existing  Lease or the New  Lease,  as the  case  may be.  If
required,  Purchaser's  consent shall be deemed  granted if not denied by notice
(stating  the grounds for denial with  reasonable  specificity)  given to Seller
within five (5) Business Days after request for such consent by Seller.


<PAGE>


     15.4.  Termination of Leases. Between the date hereof and the Closing Date,
Seller  shall not  cancel,  accept the  surrender  of, or  terminate  any of the
Existing Leases or New Leases without  Purchaser's prior written consent in each
instance, which consent shall not be unreasonably withheld;  provided,  however,
Seller shall have the right, without Purchaser's consent, to cancel,  accept the
surrender  of,  or  terminate  an  Existing  Lease  or a New  Lease  (i) if such
cancellation,  surrender  or  termination  is  predicated  upon a default of the
tenant thereunder or (ii) if such cancellation, surrender or termination is made
by the tenant  pursuant to the terms of the Existing Lease or the New Lease,  as
the case may be. Seller shall furnish  Purchaser  promptly  after the occurrence
thereof  with notice of any such  cancellation,  surrender  or  termination.  If
required,  Purchaser's  consent shall be deemed  granted if not denied by notice
(stating  the grounds for denial with  reasonable  specificity)  given to Seller
within five (5) Business Days after request for such consent by Seller.

     15.5.  New Leases.  Between the date  hereof and the Closing  Date,  Seller
shall not enter into any New Leases without Purchaser's prior written consent in
each instance, which consent shall not be unreasonably withheld.

     15.6. Leasing Costs.

          (1) If the  commencement  date or  effective  date of any  Lease  Cost
     Transaction (hereinafter defined) shall occur on or after the Closing Date,
     Purchaser  shall  pay  and be  solely  responsible  for all  Leasing  Costs
     incurred in connection  therewith.  If the  commencement  date or effective
     date of any Lease  Cost  Transaction  shall  occur  subsequent  to the date
     hereof but prior to the Closing Date,  Seller shall pay and be  responsible
     for Seller's  Proportionate  Share  (hereinafter  defined) of Leasing Costs
     incurred in connection therewith and Purchaser shall pay and be responsible
     for the balance of such Leasing Costs.

          (2) For purposes of this Section 15.6:

               (1) The term  "LEASE  COST  TRANSACTION"  shall  mean (A) any New
          Lease  or any  modification  or  amendment  of a New  Lease  to  which
          Purchaser  has  consented  or to  which  Purchaser's  consent  is  not
          required in accordance with the terms hereof and (B) any  modification
          or amendment of an Existing Lease to which  Purchaser has consented or
          to which  Purchaser's  consent is not required in accordance  with the
          terms hereof,  (C) any renewal option,  extension  option or expansion
          option which is exercised between the date hereof and the Closing Date
          pursuant  to the terms of an  Existing  Lease or a New Lease,  (D) any
          space  leased  pursuant to a right of first  refusal or first offer or
          similar  right  which is  exercised  between  the date  hereof and the
          Closing Date and (E) the failure  timely to exercise  any  termination
          right set forth in an Existing  Lease or a New Lease at any time after
          the date hereof; and

               (2)  The  term  "SELLER'S  PROPORTIONATE  SHARE  "  shall  mean a
          fraction,  the numerator of which shall be the number of days from the
          effective  date or  commencement  date of a Lease Cost  Transaction to
          (but not  including)  the Closing  Date and the  denominator  of which
          shall be the number of days from the  commencement  date or  effective
          date of such Lease Cost  Transaction to the stated  expiration date of
          the Lease.

     15.7.  Service  Contracts.  Subject to the  provisions  of  Section  7.1(j)
hereof,  Seller  shall at or prior to  Closing  terminate  each of the  Existing
Service Contracts and any other service contracts or agreements which pertain to
the Property, other than (x) the Security Contracts and (y) the Tenant Brokerage
Agreements (if any.)


<PAGE>


     15.8.  Accounts  Payable.  On or before the date which is thirty days after
the Closing Date, Seller shall pay accrued, unpaid amounts due under the Service
Contracts terminated by Seller in accordance with the provisions of Section 15.7
hereof. The provisions of this Section 15.8 shall survive Closing.

     15.9.  Tenant  Estoppel  Certificates.  Subsequent  to  the  Due  Diligence
Expiration  Date,  Seller shall request that each Tenant under an Existing Lease
execute and deliver to Purchaser a Tenant Estoppel  Certificate,  and thereafter
use  commercially  reasonable  efforts to obtain the same,  provided that Seller
shall  not be  required  to pay any sum of  money  or  commence  any  action  or
proceeding to obtain a Tenant Estoppel Certificate.

     15.10.  Notices.  Promptly  following  its receipt  thereof,  Seller  shall
furnish  Purchaser  with a copy of any written  notice  received by Seller which
contradicts any representation expressly made by Seller herein.


                            ARTICLE 16. MISCELLANEOUS
                            -------------------------

     16.1. Notices. (1) All notices,  demands, requests and other communications
required  hereunder  shall be in writing and shall be deemed to have been given:
(i) upon  delivery,  if  personally  delivered;  (ii) one (1) Business Day after
deposit with a  nationally  recognized  overnight  delivery  service  marked for
delivery on the next  Business  Day; or (iii) upon receipt when  transmitted  by
telecopy,  provided  that  notice  is also  sent by one of the  foregoing  three
methods,  in each case  addressed  to the party for whom it is  intended  at its
address hereinafter set forth:

                  If to Seller:

                           Wellsford Capital Properties, L.L.C.
                           c/o Wellsford Real Properties, Inc.
                           535 Madison Avenue
                           26th Floor
                           New York, New York  10022
                           Attention: Bill Darrow
                           Telecopy No: (212) 421-7244

                  with a copy to:

                           Robinson Silverman Pearce Aronsohn & Berman LLP
                           1290 Avenue of the Americas
                           New York, New York  10104
                           Attention: Dennis M. Sughrue, Esq.
                           Telecopy No. (212) 541-4630



<PAGE>


                  If to Purchaser:

                           Keystone Real Estate Management, Inc.
                           1150 First Avenue, Suite 100
                           King of Prussia, Pennsylvania  19406
                           Attention: Bill Glazer
                           Telecopy No. (610) 337-2284

                  with a copy to:

                           Klehr, Harrison, Harvey, Branzburg & Ellers LLP
                           260 South Broad Street
                           Philadelphia, Pennsylvania 19102-5003
                           Attention: Bradley A. Krouse, Esq.

                  If to Escrowee:

                           The Abstract Company
                           1520 Locust Street, 11th Floor
                           Philadelphia, Pennsylvania 19102
                           Attention: Sandy Fox Jones

          (2) Any party may  designate a change of address by written  notice to
     the others given in accordance with the provisions of this Section 16.1.

          (3) The  attorney  for any  party  may send  notices  on that  party's
     behalf.

     16.2.  Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New Jersey.

     16.3. Successors. All of the provisions of this Agreement and of any of the
documents and instruments  executed in connection herewith shall apply to and be
binding upon, and inure to the benefit of Seller and Purchaser, their successors
and their permitted assigns.

     16.4. No Third Party Beneficiary. This Agreement and each of the provisions
hereof are solely for the benefit of  Purchaser  and Seller and their  permitted
assigns.  No  provisions  of  this  Agreement  or of any of  the  documents  and
instruments  executed in connection  herewith  shall be construed as creating in
any person or entity other than Purchaser and Seller and their permitted assigns
any rights of any nature whatsoever.


<PAGE>


     16.5. No Personal  Liability.  Purchaser shall look only to Seller's estate
and  interest  in the  Property  for the  collection  of a  judgement  (or other
judicial  process)  requiring  the  payment of money by Seller in the event that
Purchaser is expressly entitled to a damage claim against Seller pursuant to the
terms of this  Agreement,  and no other  property  or  assets  of  Seller or its
partners, members, officers, managers, shareholders or principals,  disclosed or
undisclosed,   shall  be  subject  to  levy,  execution,   attachment  or  other
enforcement  procedure  for the  satisfaction  of any such damage claim  against
Seller under or with respect to this Agreement. The foregoing provisions of this
section  are not  intended  to,  and shall  not,  limit any  express  right that
Purchaser might otherwise have to obtain equitable relief  (including the remedy
of specific  performance where applicable and appropriate)  against Seller.  The
terms and provisions of this subsection shall survive the Closing or the earlier
termination of this Agreement.

     16.6. Entire Agreement. This Agreement,  together with the exhibits annexed
hereto and the  documents and  instruments  executed and delivered in connection
herewith,  set forth the entire agreement  between Purchaser and Seller relating
to the transactions  contemplated  hereby and all other prior or contemporaneous
agreements,  understandings,  representations  or  statements,  oral or written,
relating directly to the Property are superseded hereby.

     16.7. Severability.  If any provision in this Agreement is found by a court
of competent  jurisdiction to be in violation of any applicable law, and if such
court should  declare such  provision  of this  Agreement to be unlawful,  void,
illegal or unenforceable  in any respect,  the remainder of this Agreement shall
be construed as if such unlawful,  void, illegal or unenforceable provision were
not contained therein, and the rights,  obligations and interests of the parties
hereto under the remainder of this  Agreement  shall  continue in full force and
effect undisturbed and unmodified in any way.

     16.8. Modification. This Agreement and the terms hereof may not be changed,
waived, modified,  supplemented,  canceled, discharged or terminated orally, but
only by an instrument or instruments in writing executed and delivered by Seller
and Purchaser.

     16.9.  Waiver of Trial by Jury.  EACH PARTY HEREBY WAIVES,  IRREVOCABLY AND
UNCONDITIONALLY,  TRIAL BY JURY IN ANY ACTION  BROUGHT ON, UNDER OR BY VIRTUE OF
OR RELATING IN ANY WAY TO THIS AGREEMENT OR ANY OF THE DOCUMENTS OR CERTIFICATES
EXECUTED IN CONNECTION HEREWITH, THE PROPERTY, OR ANY CLAIMS,  DEFENSES,  RIGHTS
OF SET-OFF OR OTHER ACTIONS PERTAINING HERETO OR TO ANY OF THE FOREGOING.

     16.10.  Venue.  Purchaser  and Seller  each hereby  irrevocably  waives any
objection  that it may now or hereafter have to the laying of venue of any suit,
action  or  proceeding  arising  out  of  this  Agreement  or  the  transactions
contemplated  hereby  brought in any federal or state court sitting in the State
of New  Jersey  and hereby  further  irrevocably  waives and claim that any such
suit,  action or  proceeding  brought in any such  court has been  brought in an
inconvenient forum. Seller and Purchaser further hereby expressly submits to the
jurisdiction of all federal and state courts sitting in the State of New Jersey.


<PAGE>


     16.11. No Recording. Neither this Agreement nor any memorandum hereof shall
be recorded.  Each party hereby agrees to indemnify and hold harmless the others
for all liabilities,  losses,  damages, liens, suits, claims, costs and expenses
(including  reasonable  attorneys'  fees)  incurred by the others by reason of a
breach of the foregoing covenant.

     16.12.  Captions.  The captions and table of contents in this Agreement are
inserted for  convenience  of reference  only and in no way define,  describe or
limit the scope or intent of this Agreement or any of the provisions hereof.

     16.13.  Counterparts;  Effectiveness  of Agreement.  This  Agreement may be
executed  in any  number of  counterparts,  each of which  shall  constitute  an
original  but  all of  which  together  will  constitute  one  instrument.  This
Agreement shall not be effective unless and until the same has been executed and
delivered by all parties hereto whether in one or more counterparts.

     16.14.  Merger.  The delivery of the Deed to  Purchaser  and the closing of
title to the  Property  shall be  deemed  to  constitute  full  performance  and
discharge by Seller of every  agreement and  obligation on the part of Seller to
be performed hereunder, and no agreement,  promise,  representation or warranty,
express or implied, on the part of Seller shall survive Closing unless expressly
set forth to the contrary herein.

                     [Rest of Page Left Intentionally Blank]


<PAGE>


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

                                    Seller:

                                    WELLSFORD CAPITAL PROPERTIES, L.L.C.

                                    By: Wellsford Capital, its sole member

                                    By: /s/ William H. Darrow II
                                        ----------------------------
                                        Name: William H. Darrow II
                                        Title: Vice President

                                    Purchaser:

                                    KEYSTONE REAL ESTATE MANAGEMENT, INC.


                                    By: /s/ William Glazer
                                        ----------------------------
                                        Name: William Glazer
                                        Title: Vice President

Agreed as to Section 3.2 only:

THE ABSTRACT COMPANY


By: /s/ Sandra Fox Jones
----------------------------
Name: Sandra Fox Jones
Title: Authorized Signatory



<PAGE>


                                    Exhibit A
                                   (the Land)

All that certain plot,  piece or parcel of land, with buildings and improvements
thereon erected, situate, lying and being in the Township of Cherry Hill, County
of Camden and State of New Jersey being described as follows:

BEGINNING at a point in the easterly line of Cuthbert  Boulevard  (also known as
Lexington  Avenue),  at a corner to lands now or formerly of Thomas W. Baker, et
ux,  said point  bearing  South 7 degrees 51 minutes 7 seconds  East 199.77 feet
from a found monument in Cuthbert  Boulevard at Station  47+02.67 and extending;
thence

(a)  South 3 degrees 48 minutes 35 seconds  West, a distance of 299.93 feet to a
     point; thence

(b)  Along a curve to the left with a radius of 296.24 feet,  an arc distance of
     71.51 feet to a point; thence

(c)  Continuing on a curve,  curving to the left having a radius of 160.00 feet,
     an arc distance of 56.13 feet to a point; thence

(d)  South 57 degrees 14 minutes 19 seconds  East, a distance of 39.90 feet to a
     point; thence

(e)  Along a curve,  curving to the right having a radius of 158.00 feet, an arc
     distance of 83.42 feet to a point; thence

(f)  Continuing  along a curve,  curving to the right  having a radius of 308.00
     feet,  an arc distance of 114.18 feet to the point and place of  BEGINNING,
     and from said BEGINNING point running thence:

(1)  North 26 degrees 23 minutes 5 seconds  East, a distance of 825.19 feet to a
     point; thence

(2)  South 39 degrees 36 minutes 55 seconds East, a distance of 688.48 feet to a
     point; thence

(3)  South 50 degrees 23 minutes 5 seconds  West, a distance of 625.00 feet to a
     point; thence

(4)  South 52 degrees 51 minutes 55 seconds East, a distance of 128.48 feet to a
     point; thence

(5)  South 36 degrees 46 minutes 00 seconds  West, a distance of 40.00 feet to a
     point, the intersection of the East property line; thence

(6)  North 79 degrees 14 minutes 00 seconds  West, a distance of 16.38 feet to a
     point; thence

(7)  South 36 degrees 46 minutes 00 seconds West, a distance of 252.72 feet to a
     point on the  northeasterly  right-of-way  line of New Jersey State Highway
     Route 70; thence


<PAGE>



(8)  North 52 degrees 51 minutes 20  seconds  West,  a distance  of 109.97  feet
     along the northeasterly right-of-way line of New Jersey State Highway Route
     70; thence

(9)  Along a cure,  curving to the right having a radius of 239.67 feet,  an arc
     distance  of 76.97 feet along the  northeasterly  right-of-way  of Ramp "D"
     connecting  with New Jersey State Highway Route 70 with Cuthbert  Boulevard
     to a point; thence

(10) Along a curve,  curving to the right having a radius of 239.67 feet, an arc
     distance of 58.06 feet along same right-of-way line to a point; thence

(11) Along a curve,  curving to the right having a radius of 239.67 feet, an arc
     distance  of 19.31  feet  along  the same  right-of-way  line to a point of
     reverse curvature; thence

(12) Along a curve,  curving to the left having a radius of 400.00 feet,  an arc
     distance of 117.54 feet along the same right-of-way line to a point; thence

(13) Along a curve,  curving to the left having a radius of 400.00 feet,  an arc
     distance of 53.66 feet along the same right-of-way line to a point; thence

(14) Along a curve,  curving to the left having a radius of 400.00 feet,  an arc
     distance of 142.09 feet along the same  right-of-way to the point and place
     of BEGINNING.



<PAGE>


                                    Exhibit B
                                (Existing Leases)

1.   Lease  Agreement,  dated as of August 14,  2000,  by and between  Wellsford
     Capital  Properties,  L.L.C., as Landlord,  and Professional,  Industrial &
     Technical Workers Union (PITWU), as Tenant.

2.   Lease  Agreement,  dated as of  January  (undated),  1999,  by and  between
     Wellsford Capital Properties,  L.L.C., as Landlord, and Robinson Associates
     d/b/a Invention Submission  Corporation,  as Tenant, as amended pursuant to
     that certain Amendment to Lease Agreement, undated, by and between Landlord
     and Tenant.

3.   Lease,  dated  as of  September  7,  1990,  by and  between  Happy  Balcony
     Properties Limited Partnership ("Happy Properties"),  as landlord, and John
     G.  Reutter  Associates  ("John"),  as  tenant,  which  Lease was  modified
     pursuant to that certain  Supplemental  Agreement,  dated as of October 19,
     1990, by and between Happy  Properties and John,  which Lease was assigned,
     pursuant to that certain Assignment of Lease, dated as of December 3, 1990,
     by and between  John,  as assignor,  and  Harperson  Engineering,  P.C., as
     assignee,  which Lease was further amended  pursuant to that certain Second
     Amendment to Lease,  dated as of November 9, 1993, by and between  Mortgage
     and Realty Trust, as successor in interest to Happy  Properties and Reutter
     Engineering, as Tenant, which was further modified pursuant to that certain
     Additional Space and Extension  Agreement,  dated as of August 30, 1996, by
     and between VPT Real Estate Corporation V, as Landlord, and Tenant.

4.   Lease Agreement, dated as of May 21, 1999, by and between Wellsford Capital
     Properties,  L.L.C., as Landlord,  and Ste-Lar  Textiles,  Inc., as Tenant,
     which was amended  pursuant to that certain  Amendment to Lease  Agreement,
     dated as of May 22, 2000, by and between Landlord and Tenant.

5.   Office  Lease,  dated as of January 1, 1997, by and between VPT Real Estate
     Corporation  V ("VPT"),  as landlord  and Tierney and  Partners,  Inc.,  as
     Tenant,  which was amended pursuant to that certain  Amendment to Agreement
     of Lease,  undated,  by and between Landlord and tenant,  which was further
     amended  pursuant to that certain  Second  Amendment to Agreement of Lease,
     dated as of May 1,  1999,  by and  between  Wellsford  Capital  Properties,
     L.L.C.  ("Wellsford"),  as successor in interest to VPT, and Tenant,  which
     was further  amended  pursuant to that certain Third Amendment to Agreement
     of Lease, dated as of May 1, 2000, by and between  Wellsford,  as landlord,
     and Tenant.

6.   Lease  Agreement,  dated as of August 22,  2000,  by and between  Wellsford
     Capital  Properties,  L.L.C.,  as Landlord,  and Accredited Alarms Ltd., as
     Tenant.



<PAGE>


7.   Lease,  dated as of July 30, 1992, by and between Happy Balcony  Properties
     Limited Partnership ("Happy  Properties"),  as landlord,  and Campbell Soup
     Company, as Tenant, which was amended pursuant to that certain Amendment to
     Lease,  dated as of August 14,  1994,  by and between  Mortgage  and Realty
     Trust, as successor in interest to Happy Properties,  and Tenant, and which
     was extended pursuant to a letter,  dated as of May 9, 2000, by Tenant, and
     further  extended  pursuant to a letter,  dated as of November 13, 2000, by
     Tenant.

8.   Lease,  dated  as of  November  8,  1989,  by  and  between  Happy  Balcony
     Properties,  Limited Partnership  ("Happy  Properties"),  as landlord,  and
     Chilton  Engineering,  Inc., as Tenant,  which was amended pursuant to that
     certain  Amendment  to Lease,  dated as of March 1,  1995,  by and  between
     Mortgage and Realty  Trust,  as successor in interest to Happy  Properties,
     and Tenant, which was further amended pursuant to that certain Second Lease
     Amendment, dated as of November 3, 1995, by and between Mortgage and Realty
     Trust, as landlord,  and Tenant, which was further amended pursuant to that
     certain  Third  Amendment to Lease,  dated as of October 28,  1996,  by and
     between VPT Real Estate Corporation V, as successor in interest to Mortgage
     and Realty Trust,  and Tenant,  which was further amended  pursuant to that
     certain Fourth  Amendment to Office Lease,  dated as of May 1, 1999, by and
     between Wellsford capital  Properties,  L.L.C., as successor in interest to
     VPT Real Estate Corporation V, and Tenant.

9.   Lease Agreement, dated as of March 17, 1997, by and between VPT Real Estate
     Corporation V, as Landlord, and Computer Learning Centers, Inc., as Tenant,
     which was amended pursuant to that certain Amendment to Agreement of Lease,
     dated as of April 1, 1998, by and between Landlord and Tenant.

10.  Lease  Agreement,  dated as of December 10, 1999, by and between  Wellsford
     Capital  Properties,  L.L.C., as Landlord,  and Environmental  Services and
     Technologies, Inc., as Tenant.

11.  Lease  Agreement,  dated as of May 9, 1997,  by and between VPT Real Estate
     Corporation V, as landlord,  and Innovative  Software  Solutions,  Inc., as
     Tenant,  which was amended  pursuant  to that  certain  Amendment  to Lease
     Agreement,  dated as of January 19, 2000, By and between  Wellsford Capital
     Properties, L.L.C., as Landlord, and Tenant.

12.  Lease  Agreement,  dated  as of June 30,  1999,  by and  between  Wellsford
     Capital  Properties,   L.L.C.,  as  Landlord,   and  Innovative   Financial
     Strategies, Inc., as Tenant.

13.  Lease  Agreement,  dated as of 1999  (undated),  by and  between  Wellsford
     Capital Properties, L.L.C., as Landlord, and MRS East, L.L.C., as Tenant.

14.  Lease  Agreement,  dated as of December 24, 1998, by and between  Wellsford
     Capital  Properties,  L.L.C.,  as Landlord,  and Networking  Plus, Inc., as
     Tenant.


<PAGE>


                                    Exhibit C

                          (Existing Service Contracts)

1.   Agreement,  dated as of June 1, 2000, by and between Two  Executive  Campus
     and Electronic Security Corp. of America (Account #6039).

2.   Agreement,  dated as of June 1, 2000, by and between Two  Executive  Campus
     and Electronic Security Corp. of America (Account # 510320).

3.   Agreement,  dated as of June 1, 2000, by and between Two  Executive  Campus
     and Electronic Security Corp. of America (Account # E8024) (items 1 through
     3 above, collectively, the "Security Contracts").

4.   Service  Contract,  dated as of September  21, 1999, by and between Grubb &
     Ellis  Management  Services,  Inc., as agent for Wellsford Real Properties,
     and The Arthur Jackson Company.

5.   Service  Contract,  dated as of May 18, 2000,  by and between Grubb & Ellis
     Management  Services,  Inc., as agent for Wellsford  Real  Properties,  and
     Axelrod Energy Services, Inc.

6.   Service Contract, dated as of October 1, 1999, by and between Grubb & Ellis
     Management  Services,  Inc., as agent for Wellsford  Real  Properties,  and
     Crabtree's Landscaping and Irrigation.

7.   Service  Contract,  dated as of February 11, 2000,  by and between  Grubb &
     Ellis  Management  Services,  Inc., as agent for Wellsford Real Properties,
     and GenServe, Inc.

8.   Service  Contract,  dated as of April 4, 2000, by and between Grubb & Ellis
     Management Services, Inc., as agent for Wellsford Real Properties, and Penn
     City Elevator Company

9.   Agreement, dated as of May 1, 1998, by and between Grubb & Ellis Management
     Services, Inc., as manager for VPT Real Estate Corp V/Two Executive Campus,
     and BFI Waste Systems of New Jersey, Inc.

10.  Agreement,  dated as of November  20,  1998,  by and between  Grubb & Ellis
     Management  Services,  Inc.,  as  manager  for VPT Real  Estate  Corp V/Two
     Executive Campus, and Zap Pest Control.

11.  Agreement, dated as of May 1, 1998, by and between Grubb & Ellis Management
     Services, Inc., as manager for VPT Real Estate Corp V/Two Executive Campus,
     and Living Interior Plant Service.



<PAGE>


12.  Agreement,  dated as of  August  13,  1998,  by and  between  Grubb & Ellis
     Management  Services,  Inc.,  as  manager  for VPT Real  Estate  Corp V/Two
     Executive Campus, and Tri-County Pavement Maintenance, Inc.

13.  Leasing Agency Agreement dated May 1, 2000 between Seller and Grubb & Ellis
     Company (the "Leasing Agency Agreement").

14.  Property  Management  Agreement,  dated as of May 1, 2000,  by and  between
     Wellsford Capital  Properties,  LLC and Grubb & Ellis Management  Services,
     Inc. (the "Property Management Agreement").



<PAGE>


                                    Exhibit D

                      (Form of Tenant Estoppel Certificate)

                           TENANT ESTOPPEL CERTIFICATE

Landlord:         Wellsford Capital Properties, L.L.C.

Tenant:  _____________________________

Original Lease Date:       ________________.

The  undersigned  Tenant under the  above-referenced  Lease (the "LEASE") hereby
ratifies and certifies to Keystone Real Estate Management, Inc. or its affiliate
("PURCHASER"),  as the prospective purchaser of the real property commonly known
as Two Executive  Campus,  Cherry Hill, New Jersey (the "PROPERTY") of which the
premises demised under the Lease is a part (the  "PREMISES"),  and to any lender
providing financing to Purchaser in connection with its acquisition of such real
property ("LENDER"), as follows:

1.   The CURRENT  term of the Lease  commenced  on  ____________  and expires on
     __________. Tenant has accepted and is in possession of the Premises.

2.   The Lease presently calls for monthly installments of fixed or base rent of
     $___________.

4.   _______  Rent has been paid to and  including  ____________,  2000,  and no
     advance rental or other payment has been made in connection with the Lease,
     except rental for the current month.  Tenant has no defenses or set-offs to
     the payment of rent.

5.   A security deposit in the amount of $ _________ is being held by Landlord.

6.   There is no  existing  event of default on the part of the  Landlord or the
     Tenant in any of the terms and conditions of the Lease.*

7.   The Lease is valid and in full force and effect and  represents  the entire
     agreement between the parties, and the Lease has (check one):

               ( )  not  been  amended,  modified,  supplemented,   extended,
                    renewed or assigned.

               ( )  been amended, modified, supplemented, extended, renewed or
                    assigned as follows by the following  described  agreements:
                    -------------------------------------------------------

----------

*  Will accept modified to Tenant's knowledge as to Landlord default.


<PAGE>


8.   As of the date hereof,  Landlord has fully performed all of its obligations
     under the Lease and  satisfied  all  commitments  made to induce  Tenant to
     enter into the Lease and Tenant is not entitled to any rental  inducements,
     "free rent",  rent allowance,  rent credits or other concession or economic
     inducements  in connection  with the Lease  throughout the remainder of the
     term except as follows:
     ---------------------------------------------------------------------------
     ---------------------------------------------------------------------------
     ---------------------------------------------------------------------------
     ---------------------------------------------------------------------------
     -----------------------------.

9.   All construction,  build-out,  improvements, or alterations to the Premises
     required under the Lease have been fully  completed in accordance  with the
     plans and  specifications  described  in the  Lease  and all  contributions
     required to be made by Landlord throughout the term of the Lease on account
     thereof have been made except as _____ follows:
     ---------------------------------------------------------------------------
     ---------------------------------------------------------------------------
     ---------------------------------------------------------------------------
     --------------------------------------.

10.  There are no actions, voluntary or involuntary,  pending against the Tenant
     under the bankruptcy laws of the United States or any state thereof.

11.  Tenant has no renewal,  extension,  cancellation or expansion  rights under
     the Lease, except to the extent expressly set forth in the Lease.

12.  Tenant has no right of first  offer or refusal  with  respect  to, or other
     option to purchase, all or any portion of the Premises.

13.  Tenant has not assigned,  transferred  or pledged the Lease or any interest
     therein or sublet any portion thereof except as follows:
     ---------------------------------------------------------------------------
     ---------------------------------------------------------------------------
     ---------------------------------------------------------------------------
     --------------------------------------.


<PAGE>


     This   certificate  has  been  given  to  Purchaser  and  Lender  with  the
understanding  that  Purchaser  is  acquiring  the  Property in reliance on this
Tenant Estoppel Certificate and Lender will rely hereon in connection with loans
which will be secured by the Property.  The undersigned hereby certifies that he
or she is duly authorized to sign and deliver this Tenant Estoppel Certificate.

                                               Tenant:



Date:  _________, ______.              By:
                                          --------------------------------------
                                               Name:
                                               Title:


<PAGE>


                                    Exhibit E

                             (Form of Bill of Sale)

                                  BILL OF SALE

                         KNOW ALL MEN BY THESE PRESENTS,

     That WELLSFORD CAPITAL PROPERTIES,  L.L.C., having an office at 535 Madison
Avenue,  26th  Floor,  New  York,  New  York  10022  ("GRANTOR"),   for  and  in
consideration  of the sum of Ten Dollars  ($10.00),  lawful  money of the United
States,  to it in hand paid, at or before delivery of these presents by KEYSTONE
REAL ESTATE MANAGEMENT,  INC., having an office at 1150 First Avenue, Suite 100,
King of Prussia,  Pennsylvania 19406 ("GRANTEE"), the receipt of which is hereby
acknowledged,  by these  presents  does hereby  convey,  without  any  recourse,
representation  or  warranty  of any kind,  unto  Grantee,  its  successors  and
assigns,  all  right,  title and  interest  of  Grantor,  if any,  in and to all
personal  property  affixed to, located upon or used in connection with the real
property described in Schedule 1 annexed hereto and made a part hereof.

     TO HAVE AND TO HOLD the same  unto  Grantee,  its  successors  and  assigns
forever.

     This Bill of Sale shall be governed by and construed in accordance with the
laws of the State of New Jersey.

     IN WITNESS WHEREOF,  Grantor has caused this instrument to be duly executed
as of this ___ day of ------, ----.


                  WELLSFORD CAPITAL PROPERTIES, L.L.C.

                  By: Wellsford Capital, a Maryland real estate investment trust


                  By: _______________________________
                            Name:
                            Title:




<PAGE>


                                   Schedule 1
                                   ----------

All that certain plot,  piece or parcel of land, with buildings and improvements
thereon erected, situate, lying and being in the Township of Cherry Hill, County
of Camden and State of New Jersey being described as follows:

BEGINNING at a point in the easterly line of Cuthbert  Boulevard  (also known as
Lexington  Avenue),  at a corner to lands now or formerly of Thomas W. Baker, et
ux,  said point  bearing  South 7 degrees 51 minutes 7 seconds  East 199.77 feet
from a found monument in Cuthbert  Boulevard at Station  47+02.67 and extending;
thence

(a)  South 3 degrees 48 minutes 35 seconds  West, a distance of 299.93 feet to a
     point; thence

(b)  Along a curve to the left with a radius of 296.24 feet,  an arc distance of
     71.51 feet to a point; thence

(c)  Continuing on a curve,  curving to the left having a radius of 160.00 feet,
     an arc distance of 56.13 feet to a point; thence

(d)  South 57 degrees 14 minutes 19 seconds  East, a distance of 39.90 feet to a
     point; thence

(e)  Along a curve,  curving to the right having a radius of 158.00 feet, an arc
     distance of 83.42 feet to a point; thence

(f)  Continuing  along a curve,  curving to the right  having a radius of 308.00
     feet,  an arc distance of 114.18 feet to the point and place of  BEGINNING,
     and from said BEGINNING point running thence:

(1)  North 26 degrees 23 minutes 5 seconds  East, a distance of 825.19 feet to a
     point; thence

(2)  South 39 degrees 36 minutes 55 seconds East, a distance of 688.48 feet to a
     point; thence

(3)  South 50 degrees 23 minutes 5 seconds  West, a distance of 625.00 feet to a
     point; thence

(4)  South 52 degrees 51 minutes 55 seconds East, a distance of 128.48 feet to a
     point; thence

(5)  South 36 degrees 46 minutes 00 seconds  West, a distance of 40.00 feet to a
     point, the intersection of the East property line; thence

(6)  North 79 degrees 14 minutes 00 seconds  West, a distance of 16.38 feet to a
     point; thence

(7)  South 36 degrees 46 minutes 00 seconds West, a distance of 252.72 feet to a
     point on the  northeasterly  right-of-way  line of New Jersey State Highway
     Route 70; thence


<PAGE>


(8)  North 52 degrees 51 minutes 20  seconds  West,  a distance  of 109.97  feet
     along the northeasterly right-of-way line of New Jersey State Highway Route
     70; thence

(9)  Along a cure,  curving to the right having a radius of 239.67 feet,  an arc
     distance  of 76.97 feet along the  northeasterly  right-of-way  of Ramp "D"
     connecting  with New Jersey State Highway Route 70 with Cuthbert  Boulevard
     to a point; thence

(10) Along a curve,  curving to the right having a radius of 239.67 feet, an arc
     distance of 58.06 feet along same right-of-way line to a point; thence

(11) Along a curve,  curving to the right having a radius of 239.67 feet, an arc
     distance  of 19.31  feet  along  the same  right-of-way  line to a point of
     reverse curvature; thence

(12) Along a curve,  curving to the left having a radius of 400.00 feet,  an arc
     distance of 117.54 feet along the same right-of-way line to a point; thence

(13) Along a curve,  curving to the left having a radius of 400.00 feet,  an arc
     distance of 53.66 feet along the same right-of-way line to a point; thence

(14) Along a curve,  curving to the left having a radius of 400.00 feet,  an arc
     distance of 142.09 feet along the same  right-of-way to the point and place
     of BEGINNING.



<PAGE>


                                    Exhibit F

                  (Form of Assignment and Assumption of Leases)


                       ASSIGNMENT AND ASSUMPTION OF LEASES

     THIS  ASSIGNMENT AND ASSUMPTION OF LEASES (this  "ASSIGNMENT"),  made as of
the ___ day of _______,  ____,  by and  between  WELLSFORD  CAPITAL  PROPERTIES,
L.L.C.,  having an office at 535 Madison Avenue,  26th Floor, New York, New York
10022 ("ASSIGNOR"),and  KEYSTONE REAL ESTATE MANAGEMENT,  INC., having an office
at  1150  first  Avenue,   Suite  100,  King  of  Prussia,   Pennsylvania  19406
("ASSIGNEE"),  for  and in  consideration  of the sum of Ten  Dollars  ($10.00),
lawful money of the United States,  to it in hand paid, at or before delivery of
these presents by Assignee with reference to the following:

                                 R E C I T A L S
                                 ---------------

     Pursuant to a  Sale-Purchase  Agreement  dated as of November __, 2000 (the
"PURCHASE  AGREEMENT"),  Assignor is conveying to Assignee certain real property
more particularly  described  therein and known as Two Executive Campus,  Cherry
Hill, New Jersey.

     NOW THEREFORE,  in  consideration of the sum of Ten Dollars  ($10.00),  the
promises,  covenants and undertakings contained in the Agreement,  and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

                            ASSIGNMENT AND ASSUMPTION
                            -------------------------

     Assignor hereby  transfers,  and otherwise  conveys unto Assignee,  without
recourse, representation or warranty of any kind (except as may be expressly set
forth in the Purchase  Agreement,  and subject to the limitations on survival of
representations set forth in the Purchase  Agreement),  all of Assignor's right,
title and interest as landlord  under the leases set forth in Schedule 1 annexed
hereto (collectively,  the "LEASES"),  including without limitation,  all rents,
issues  and  profits  arising  therefrom,  TO HAVE AND TO HOLD all and  singular
subject as aforesaid, unto Assignee.

     From and after the date  hereof,  Assignee  assumes and agrees to discharge
and perform all duties, obligations and liabilities arising on or after the date
hereof to be  performed  by  Assignor  as  landlord  under the  Leases,  for the
duration of the respective terms thereof. Without limiting the generality of the
foregoing,  the obligations and liabilities  assumed by Assignee hereunder shall
include,  but shall not be limited  to, the  obligation  to  properly  apply any
advance rental,  security  deposit or other deposit under any of the Leases,  to
the extent  such  advance  rental,  security  deposit or other  deposit has been
delivered, assigned or credited by Assignor to Assignee concurrently herewith.


<PAGE>


     This  Assignment  shall be binding upon,  enforceable by and shall inure to
the benefit of the successors and assigns of the parties.

     This Assignment may be signed in multiple  counterparts  which,  when taken
together  and signed by all parties  and  delivered  to any other party  hereto,
shall constitute a binding Assignment between the parties.

     This  Assignment  shall be governed by and construed in accordance with the
laws of the State of New Jersey.

     IN  WITNESS  WHEREOF,   Assignor  and  Assignee  have  duly  executed  this
instrument as of the date first set forth above.

            ASSIGNOR:

            WELLSFORD CAPITAL PROPERTIES, L.L.C.

            By: Wellsford Capital, a Maryland real estate investment trust


            By: _______________________________
                       Name:
                       Title:



            ASSIGNEE:

            KEYSTONE REAL ESTATE MANAGEMENT, INC.


            By: ___________________________
                   Name:
                   Title:


<PAGE>


                                   Schedule 1

                                [List of Leases]


<PAGE>


                                    Exhibit G

 (Form of Assignment and Assumption of Service Contracts, Licenses and Permits)


      ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS, LICENSES AND PERMITS

     THIS ASSIGNMENT AND ASSUMPTION OF SERVICE  CONTRACTS,  LICENSES AND PERMITS
(this  "ASSIGNMENT"),  made as of the ___ day of _______,  ____,  by and between
WELLSFORD CAPITAL  PROPERTIES,  L.L.C.,  having an office at 535 Madison Avenue,
26th  Floor,  New York,  New York 10022  ("ASSIGNOR"),and  KEYSTONE  REAL ESTATE
MANAGEMENT,  INC.,  having an office at 1150 first  Avenue,  Suite 100,  King of
Prussia, Pennsylvania 19406 ("ASSIGNEE"), for and in consideration of the sum of
Ten Dollars  ($10.00),lawful  money of the United States, to it in hand paid, at
or  before  delivery  of  these  presents  by  Assignee  with  reference  to the
following:

                                 R E C I T A L S
                                 ---------------

     Pursuant  to a  Sale-Purchase  Agreement  dated as of November  ___,  2000,
Assignor is  conveying  certain real  property  known as Two  Executive  Campus,
Cherry Hill,  New Jersey (the  "PROPERTY") to Assignee.  Capitalized  terms used
herein and not otherwise  defined shall have the meaning ascribed thereto in the
Purchase Agreement.

     NOW THEREFORE,  in  consideration of the sum of Ten Dollars  ($10.00),  the
foregoing promises, covenants and undertakings contained in this Assignment, and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

                            ASSIGNMENT AND ASSUMPTION
                            -------------------------

     1. (a Assignor hereby assigns to Assignee,  without recourse representation
or  warranty  of any kind,  all of its right,  title and  interest in and to the
Security Contracts,  the Tenant Brokerage Agreements (if any) and the assignable
Licenses and Permits.

     (b Assignee  hereby accepts the foregoing  assignment and agrees to assume,
keep, perform and fulfill all of the terms, conditions and obligations which are
required to be kept,  performed and fulfilled by Assignor in connection  with or
arising out of the assignable Service Contracts and the assignable  Licenses and
Permits from and after the date hereof.

     (c Assignee further hereby assumes the obligations of Assignor with respect
to  post-termination  leasing  commissions payable in accordance with Exhibit B,
Section 9 of the Leasing Agency Agreement.


<PAGE>


     2. This Assignment shall be binding upon, enforceable by and shall inure to
the benefit of the parties hereto and their respective successors and assigns.

     3. This Assignment may be signed in multiple counterparts which, when taken
together  and signed by all parties  and  delivered  to any other party  hereto,
shall constitute a binding Assignment between the parties.

     4. This  Assignment  shall be governed by and construed in accordance  with
the laws of the State of New Jersey.

     IN  WITNESS  WHEREOF,   Assignor  and  Assignee  have  duly  executed  this
instrument as of the date first set forth above.

                 ASSIGNOR:

                 WELLSFORD CAPITAL PROPERTIES, L.L.C.

                 By: Wellsford Capital, a Maryland real estate investment trust


                 By: _______________________________
                     Name:
                     Title:



                 ASSIGNEE:

                 KEYSTONE REAL ESTATE MANAGEMENT, INC.


                 By: ___________________________
                        Name:
                        Title:


<PAGE>


                                    Exhibit H

                                   (Rent Roll)


<PAGE>


                                    Exhibit I

                          (Lease Disclosure Statement)

1.   Landlord received a letter,  dated November 14, 2000, from the tenant under
     the MRS  Lease  asserting  a right to  terminate  the  lease by reason of a
     claimed  failure on the  landlord's  part to observe the  tenant's  "second
     right of first refusal" set forth in the lease.


<PAGE>


                                    Exhibit J

                              (Insurance Coverages)


<PAGE>


                                    Exhibit K

                             (Permitted Exceptions)

1.   The  Leases  and  the  rights  of  tenants  thereunder,  as  tenants  only,
     including, without limitation,  memoranda of the Leases and non-disturbance
     agreements recorded with respect thereto.

2.   Zoning and building  regulations,  ordinances,  and requirements adopted by
     any governmental or municipal  authority having jurisdiction  thereof,  and
     amendments and additions  thereto now in force and effect,  which relate to
     the Premises.

3.   Any  agreements,   financing  statements,   chattel  mortgages,   liens  or
     encumbrances entered into by, or arising from, the acts of any tenant.

4.   Conditional bills of sale or Uniform  Commercial Code financing  statements
     which were filed on a day more than five years prior to the Closing.

5.   Subject to adjustment  as herein  provided,  real estate taxes,  tax liens,
     water and sewer charges,  assessments  and vault charges,  and the liens of
     any of the foregoing.

6.   State of facts  disclosed by survey  prepared by  Ensureplan,  Inc.,  dated
     April 22,  1996,  and any state of facts  that an  accurate  update of said
     survey or visual inspection would show.

7.   Easements  as set forth in Deed Book 3371 Page 39, Deed Book 3414 Page 569,
     Deed Book 3604 Page 579,  Deed Book 3815 Page 402, Deed Book 3604 Page 586,
     Deed Book  3640  Page 493,  Deed Book 3611 Page 907 and Deed Book 3705 Page
     389, Camden County Records.

8.   Rights  and/or  interests  of others in and to all  watercourses  bounding,
     crossing or affecting the subject premises.

9.   Rights of others in and to all roads, highways, wood roads, street and ways
     crossing, abutting or affecting the subject premises.

10.  Right of the State of New Jersey to  regulate  and/or  limit  access to New
     Jersey State Highway Route 70.