TERMINATION
      AGREEMENT 

     

    TERMINATING
      AGREEMENT AND PLAN OF MERGER

     

    TERMINATION
      AGREEMENT, dated as of December 3, 2008 (this “Agreement”),
      terminating the AGREEMENT AND PLAN OF MERGER, dated as of June 13, 2008 (the
      “Merger
      Agreement”),
      among
      NWJ APARTMENT HOLDINGS CORP., a Maryland corporation (“Parent”),
      NWJ
      ACQUISITION CORP., a Delaware corporation and a direct wholly-owned subsidiary
      of Parent (“Merger
      Sub”)
      and
      WILSHIRE ENTERPRISES, INC., a Delaware corporation (the “Company”).

     

    WHEREAS,
      the parties previously entered into the Merger Agreement, and

     

    WHEREAS,
      the Board of Directors of the Company has determined that it is in the best
      interests of the Company and its stockholders, and declared it advisable, for
      the Company to enter into this Agreement, and 

     

    WHEREAS,
      the Board of Directors of Parent and the Board of Directors of Merger Sub have
      each approved, and the Board of Directors of Merger Sub has declared it
      advisable for Merger Sub to enter into, this Agreement,

     

    NOW,
      THEREFORE, in consideration of the foregoing and the representations,
      warranties, covenants and agreements contained herein, and intending to be
      legally bound hereby, Parent, Merger Sub and the Company hereby agree as
      follows:

     

    Section
      1.1 Termination.
      The
      Company, Parent and Merger Sub hereby terminate the Merger Agreement pursuant
      to
      Section 8.1(a) of the Merger Agreement, and such Merger Agreement is hereby
      so
      terminated.

     

    Section
      1.2 Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Delaware (without giving effect to choice of law principles
      thereof).

     

    Section
      1.3 Counterparts.
      This
      Agreement may be executed and delivered (including by facsimile transmission)
      in
      one or more counterparts, and by the different parties hereto in separate
      counterparts, each of which when executed shall be deemed to be an original
      but
      all of which taken together shall constitute one and the same
      agreement.

     

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    IN
      WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Agreement
      to be executed as of the date first written above by their respective officers
      thereunto duly authorized.

     

    
      	
              NWJ
                APARTMENT HOLDINGS CORP.,

            
	
              a
                Maryland corporation

            
	 	 
	 	 
	
              By:

            	
              /s/
                Nickolas W. Jekogian, III

            
	 	
              Name:
                Nickolas W. Jekogian, III

            
	 	
              Title:
                  President

            
	 
	 
	
              NWJ
                ACQUISITION CORP.,

            
	
              a
                Delaware corporation

            
	 	 
	 	 
	
              By:

            	
              /s/
                Nickolas W. Jekogian, III

            
	 	
              Name:
                Nickolas W. Jekogian, III

            
	 	
              Title:   President

            
	 
	 
	
              WILSHIRE
                ENTERPRISES, INC.,

            
	
              a
                Delaware corporation

            
	 	 
	 	 
	
              By:

            	
              /s/
                S. Wilzig Izak

            
	 	
              Name:
                S. Wilzig Izak

            
	 	
              Title:   Chairman
                of the Board