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                      COMMON SECURITIES GUARANTEE AGREEMENT

                             WRP CONVERTIBLE TRUST I

                             Dated as of May 5, 2000

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                                TABLE OF CONTENTS

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ARTICLE I           DEFINITIONS AND INTERPRETATION...........................2
         SECTION 1.1.          Definitions and Interpretation................2

ARTICLE II          GUARANTEE................................................3
         SECTION 2.1.          Guarantee.....................................3
         SECTION 2.2.          Waiver of Notice and Demand...................4
         SECTION 2.3.          Obligations Not Affected......................4
         SECTION 2.4.          Rights of Holders.............................5
         SECTION 2.5.          Guarantee of Payment..........................5
         SECTION 2.6.          Subrogation...................................5
         SECTION 2.7.          Independent Obligations.......................6

ARTICLE III         LIMITATION OF TRANSACTIONS; SUBORDINATION ...............6
         SECTION 3.1.          Limitation of Transactions....................6
         SECTION 3.2.          Subordination.................................7

ARTICLE IV          TERMINATION..............................................7
         SECTION 4.1.          Termination...................................7

ARTICLE V           MISCELLANEOUS............................................7
         SECTION 5.1.          Successors and Assigns........................7
         SECTION 5.2.          Amendments....................................8
         SECTION 5.3.          Notices.......................................8
         SECTION 5.4.          Benefit.......................................9
         SECTION 5.5.          Counterparts..................................9
         SECTION 5.6.          Governing Law.................................9

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     PRIOR TO THE  TRANSFER  RESTRICTION  TERMINATION  DATE (AS  DEFINED  IN THE
DECLARATION),  ANY CERTIFICATE  REPRESENTING  THIS COMMON  SECURITIES  GUARANTEE
SHALL BEAR A LEGEND IN SUBSTANTIALLY THE FOLLOWING FORM, UNLESS OTHERWISE AGREED
BY THE REGULAR  TRUSTEES  (WITH  WRITTEN  NOTICE TO THE  INSTITUTIONAL  TRUSTEE)
PURSUANT TO SECTION 9.1(D) OF THE DECLARATION:

     THE  SECURITY  REPRESENTED  HEREBY HAS NOT BEEN  REGISTERED  UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD  WITHIN  THE UNITED  STATES OR TO, OR FOR THE  ACCOUNT OR
BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING  SENTENCE.  BY ITS
ACQUISITION  HEREOF,  THE  HOLDER  (1)  REPRESENTS  THAT (A) IT IS A  "QUALIFIED
INSTITUTIONAL  BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES  ACT) OR (B)
IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2),
(3) OR (7) UNDER THE SECURITIES ACT)  ("INSTITUTIONAL  ACCREDITED  INVESTOR") OR
(C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THE SECURITY EVIDENCED HEREBY IN AN
OFFSHORE TRANSACTION, (2) AGREES THAT IT WILL NOT PRIOR TO THE EXPIRATION OF THE
HOLDING PERIOD  APPLICABLE TO SALES OF THE SECURITY  EVIDENCED HEREBY UNDER RULE
144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION) RESELL OR OTHERWISE
TRANSFER  THE  SECURITY  EVIDENCED  HEREBY OR THE COMMON  SHARES  ISSUABLE  UPON
CONVERSION OR EXCHANGE OF THIS SECURITY EXCEPT (A) TO WELLSFORD REAL PROPERTIES,
INC. (THE  "COMPANY") OR ANY  SUBSIDIARY  THEREOF,  (B) PURSUANT TO AN EFFECTIVE
REGISTRATION   STATEMENT   UNDER  THE   SECURITIES   ACT,  (C)  TO  A  QUALIFIED
INSTITUTIONAL  BUYER IN COMPLIANCE  WITH RULE 144A UNDER THE SECURITIES ACT, (D)
TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER,  FURNISHES
TO THE WILMINGTON TRUST COMPANY, AS TRUSTEE (OR, IF THIS CERTIFICATE  REPRESENTS
COMMON  SHARES,  THE  TRANSFER  AGENT FOR THE COMMON  SHARES),  A SIGNED  LETTER
CONTAINING CERTAIN  REPRESENTATIONS  AND AGREEMENTS RELATING TO THE RESTRICTIONS
ON TRANSFER OF THIS SECURITY REPRESENTED HEREBY (THE FORM OF WHICH LETTER CAN BE
OBTAINED FROM SUCH TRUSTEE OR TRANSFER AGENT),  (E) OUTSIDE THE UNITED STATES IN
COMPLIANCE  WITH  RULE 904  UNDER  THE  SECURITIES  ACT OR (F)  PURSUANT  TO THE
EXEMPTION  FROM  REGISTRATION  PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE),  AND (3)  AGREES  THAT IT WILL  DELIVER  TO EACH  PERSON TO WHOM THE
SECURITY  REPRESENTED HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
OF THIS LEGEND.  IN  CONNECTION  WITH ANY  TRANSFER OF THE SECURITY  REPRESENTED
HEREBY PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD  APPLICABLE TO SALES OF THE
SECURITY  REPRESENTED  HEREBY UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY
SUCCESSOR PROVISION), THE HOLDER MUST CHECK

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THE  APPROPRIATE  BOX SET FORTH ON THE REVERSE HEREOF  RELATING TO THE MANNER OF
SUCH TRANSFER AND SUBMIT THIS  CERTIFICATE TO THE WILMINGTON  TRUST COMPANY,  AS
TRUSTEE (OR, IF THIS  CERTIFICATE  REPRESENTS  COMMON  SHARES,  SUCH HOLDER MUST
FURNISH TO THE  TRANSFER  AGENT SUCH  CERTIFICATIONS,  LEGAL  OPINIONS  OR OTHER
INFORMATION  AS THE  COMPANY  OR WRP  CONVERTIBLE  TRUST  I  (THE  "TRUST")  MAY
REASONABLY  REQUIRE TO CONFIRM THAT SUCH  TRANSFER IS BEING MADE  PURSUANT TO AN
EXEMPTION  FROM,  OR  IN  A  TRANSACTION   NOT  SUBJECT  TO,  THE   REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT). IF THIS  CERTIFICATE  DOES NOT REPRESENT
COMMON  SHARES AND IF THE PROPOSED  TRANSFEREE  IS AN  INSTITUTIONAL  ACCREDITED
INVESTOR OR A PURCHASER WHO IS NOT A U.S. PERSON, THE HOLDER MUST, PRIOR TO SUCH
TRANSFER,   FURNISH  TO  THE  WILMINGTON   TRUST  COMPANY,   AS  TRUSTEE,   SUCH
CERTIFICATIONS,  LEGAL OPINIONS OR OTHER INFORMATION AS THE COMPANY OR THE TRUST
MAY  REASONABLY  REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO
AN  EXEMPTION  FROM,  OR IN A  TRANSACTION  NOT  SUBJECT  TO,  THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT.  THIS  LEGEND  WILL BE REMOVED  AFTER THE
EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITY REPRESENTED
HEREBY UNDER RULE 144(K)  UNDER THE  SECURITIES  ACT. AS USED HEREIN,  THE TERMS
"OFFSHORE  TRANSACTION,"  "UNITED  STATES" AND "U.S.  PERSON"  HAVE THE MEANINGS
GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACT.

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                      COMMON SECURITIES GUARANTEE AGREEMENT

     This GUARANTEE AGREEMENT (the "Common Securities  Guarantee"),  dated as of
May 5, 2000, is executed and  delivered by Wellsford  Real  Properties,  Inc., a
Maryland  corporation  ("WRP" or the "Guarantor") for the benefit of the Holders
(as  defined  herein)  from time to time of the Common  Securities  (as  defined
herein) of WRP  Convertible  Trust I, a Delaware  statutory  business trust (the
"Issuer").

     WHEREAS,  pursuant to a Declaration of Trust (the "Declaration"),  dated as
of May 5, 2000, among the trustees of the Issuer named therein, WRP, as sponsor,
and the  holders  from time to time of  undivided  beneficial  interests  in the
assets of the  Issuer,  the Issuer is issuing on the date hereof  31,000  common
securities (the "Common  Securities"),  having an aggregate  stated  liquidation
amount of $775,000 designated the 8.25% Convertible Trust Common Securities;

     WHEREAS,  as incentive  for the Holders to purchase the Common  Securities,
the Guarantor desires  irrevocably and  unconditionally  to agree, to the extent
set forth in this  Common  Securities  Guarantee,  to pay to the  Holders of the
Common Securities the Guarantee Payments (as defined herein) and to make certain
other payments on the terms and conditions set forth herein; and

     WHEREAS,  as of the  date  hereof,  the  Guarantor  is also  executing  and
delivering a guarantee  agreement  (the  "Preferred  Securities  Guarantee")  in
substantially  identical  terms  to this  Common  Securities  Guarantee  for the
benefit of the holders of the Preferred  Securities (as defined herein),  except
that if an Event of Default (as defined in the  Indenture),  has occurred and is
continuing,  the rights of holders of the Common Securities to receive Guarantee
Payments under the Common Securities Guarantee are subordinated to the rights of
holders  of  Preferred  Securities  to  receive  guarantee  payments  under  the
Preferred Securities Guarantee.

     NOW,  THEREFORE,  in consideration of the purchase by each Holder of Common
Securities,  which  purchase  the  Guarantor  hereby  agrees  shall  benefit the
Guarantor,  the Guarantor  hereby  executes and delivers this Common  Securities
Guarantee for the benefit of the Holders.

                                    ARTICLE I

                         DEFINITIONS AND INTERPRETATION

     SECTION I.1. Definitions and Interpretation.

     In this Common Securities Guarantee, unless the context otherwise requires:

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     (a)  capitalized  terms used in this Common  Securities  Guarantee  but not
defined in the preamble above have the respective  meanings  assigned to them in
this Section 1.1;

                  (b)  terms defined in the  Declaration as at the date of
execution of this Common Securities Guarantee have the same meaning when used in
this  Common  Securities  Guarantee  unless  otherwise  defined  in this  Common
Securities Guarantee;

     (c) a term defined  anywhere in this Common  Securities  Guarantee  has the
same meaning throughout;

     (d) all  references  to "the Common  Securities  Guarantee" or "this Common
Securities  Guarantee"  are to this Common  Securities  Guarantee  as  modified,
supplemented or amended from time to time;

     (e) all  references  in this Common  Securities  Guarantee  to Articles and
Sections  are to Articles  and  Sections of this  Common  Securities  Guarantee,
unless otherwise specified; and

     (f) a reference to the singular includes the plural and vice versa.

     "Guarantee Payments" means the following payments or distributions, without
duplication,  with respect to the Common  Securities,  to the extent not paid or
made by the Issuer: (i) any accrued and unpaid  Distributions (as defined in the
Declaration)  that are required to be paid on such Common  Securities in cash to
the extent the Issuer shall have funds available therefor or which have not been
paid by the issuance of additional Common Securities,  par value $.01 per share,
pursuant  to the  terms of the  Declaration,  (ii)  the  redemption  price  (the
"Redemption  Price")  specified  in the  Indenture,  and all  accrued and unpaid
Distributions  to the date of  redemption,  to the  extent  the Issuer has funds
available therefor,  with respect to any Common Securities called for redemption
by the Issuer, and (iii) upon a voluntary or involuntary dissolution, winding-up
or  termination  of the Issuer (other than in connection  with the redemption of
all of the Common Securities or the distribution of Debentures to the Holders in
exchange for Common Securities as provided in the Declaration), the aggregate of
the liquidation  amount and all accrued and unpaid  Distributions  on the Common
Securities  to the date of  payment,  to the extent the Issuer  shall have funds
available therefor, the "Liquidation Distribution").  If an Event of Default (as
defined in the Indenture) has occurred and is continuing,  the rights of holders
of the  Common  Securities  to  receive  payments  under the  Common  Securities
Guarantee  Agreement  are  subordinated  to the  rights  of  Holders  of  Common
Securities to receive Guarantee Payments.

     "Holder"  shall mean any holder,  as registered on the books and records of
the Issuer, of any Common Securities;  provided,  however,  that, in determining
whether the holders of the requisite  percentage of Common Securities have given
any request, notice, consent or waiver hereunder, "Holder" shall not include the
Guarantor or any Affiliates of the Guarantors.

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     "Majority in liquidation  amount of the Common  Securities" means except as
provided  in the terms of the Common  Securities,  or except as  provided by the
Trust Indenture Act, a vote by Holder(s),  voting separately as a class, of more
than 50% of the  liquidation  amount  (including the stated amount that would be
paid  on  redemption,   liquidation  or  otherwise,   plus  accrued  and  unpaid
Distributions  to the date upon which the voting  percentages are determined) of
all Common Securities.

     "Majority in liquidation amount of the Preferred  Securities" means, except
as provided in the terms of the Preferred  Securities,  or except as provided by
the Trust Indenture Act, a vote by Holder(s),  voting  separately as a class, of
more than 50% of the liquidation  amount (including the stated amount that would
be paid on  redemption,  liquidation  or  otherwise,  plus  accrued  and  unpaid
Distributions  to the date upon which the voting  percentages are determined) of
all Preferred Securities.

     "Preferred   Securities"  means  the  securities   representing   preferred
undivided beneficial interests in the assets of the Issuer.

                                   ARTICLE II

                                    GUARANTEE

     SECTION II.1. Guarantee.

     (a) The Guarantor irrevocably and unconditionally  agrees to pay in full to
the Holders the Guarantee Payments (without  duplication of amounts  theretofore
paid by the  Issuer),  as and when  due,  regardless  of any  defense,  right of
set-off or  counterclaim  that the Issuer  may have or assert.  The  Guarantor's
obligation to make a Guarantee Payment may be satisfied by direct payment of the
required amounts by the Guarantor to the Holders or by causing the Issuer to pay
such amounts to the Holders.

     (b) The Guarantor  irrevocably and unconditionally  agrees, in the event of
any distribution of Debentures,  whether it be pursuant to Section 4(c) of Annex
I to the Declaration, pursuant to a conversion under Section 5 of Annex I to the
Declaration,   dissolution   or  liquidation  of  the  Issuer  or  otherwise  (a
"Distribution  Event") to the holders of Trust Securities  pursuant to which the
Holders of Common Securities receive an aggregate principal amount of Debentures
that is less than the aggregate  principal amount of Debentures that such Holder
is entitled to receive in connection with such Distribution  Event, which amount
of Debentures shall be equal to the aggregate  liquidation  amount of the Common
Securities  being  liquidated  as a  result  of  such  Distribution  Event  (the
"Entitlement  Amount"),  then the Guarantor  shall issue  additional  Debentures
pursuant to the Indenture, in replacement of the initially issued Debentures not
distributed  to  Holders  of  Common  Securities,  to  such  Holders  of  Common
Securities  equal to the

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amount by which the aggregate amount of the Entitlement Amount of the Debentures
exceeds the aggregate amount of Debentures actually distributed.

     SECTION II.2. Waiver of Notice and Demand.

     The Guarantor hereby waives notice of acceptance of this Common  Securities
Guarantee  and of any  liability to which it applies or may apply,  presentment,
demand for payment,  any right or remedy to require a proceeding  first  against
the Issuer or any other Person before proceeding directly against the Guarantor,
protest, notice of nonpayment,  notice of dishonor, notice of redemption and all
other notices and demands.

     SECTION II.3. Obligations Not Affected.

     The  obligations,  covenants,  agreements and duties of the Guarantor under
this  Common  Securities  Guarantee  shall in no way be  affected or impaired by
reason of the happening from time to time of any of the following:

     (a) the  release  or  waiver,  by  operation  of law or  otherwise,  of the
performance  or  observance  by the Issuer of any express or implied  agreement,
covenant, term or condition relating to the Common Securities to be performed or
observed by the Issuer;

     (b) the  extension  of time for the  payment  by the  Issuer  of all or any
portion of the  Distributions,  Redemption Price or Liquidation  Distribution or
any other sums payable under the terms of the Common Securities or the extension
of time for the performance of any other obligation under, arising out of, or in
connection  with,  the Common  Securities  (other than an  extension of time for
payment of Distributions,  Redemption Price or Liquidation Distribution or other
sum payable that results from the  extension of any interest  payment  period on
the Debentures permitted by the Indenture);

     (c) any  failure,  omission,  delay or lack of diligence on the part of the
Holders to enforce,  assert or exercise  any right,  privilege,  power or remedy
conferred on the Holders pursuant to the terms of the Common Securities,  or any
action on the part of the Issuer granting indulgence or extension of any kind;

     (d) the  voluntary or  involuntary  liquidation,  dissolution,  sale of any
collateral, receivership,  insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization,  arrangement, composition or readjustment of debt of,
or other similar proceedings  affecting,  the Issuer or any of the assets of the
Issuer;

     (e) any invalidity of, or defect or deficiency in, the Common Securities;

     (f) the  settlement or compromise of any  obligation  guaranteed  hereby or
hereby incurred; or

<PAGE>

     (g) any other  circumstance  whatsoever that might  otherwise  constitute a
legal or equitable  discharge or defense of a guarantor,  it being the intent of
this  Section  2.3 that the  obligations  of the  Guarantor  hereunder  shall be
absolute and unconditional under any and all circumstances.

     There  shall be no  obligation  of the Holders to give notice to, or obtain
consent of, the Guarantor with respect to the happening of any of the foregoing.

     SECTION II.4. Rights of Holders.

     Any Holder of Common  Securities may institute a legal proceeding  directly
against  the  Guarantor  to enforce  its rights  under  this  Common  Securities
Guarantee,  without first  instituting a legal proceeding  against the Issuer or
any other person or entity.  The Guarantor waives any right or remedy to require
that any  action be brought  first  against  the  Issuer or any other  person or
entity before proceeding directly against the Guarantor.

     SECTION II.5. Guarantee of Payment.

     This Common Securities  Guarantee creates a guarantee of payment and not of
collection.

     SECTION II.6. Subrogation.

     The  Guarantor  shall be  subrogated  to all (if any) rights of the Holders
against  the  Issuer in  respect  of any  amounts  paid to such  Holders  by the
Guarantor under this Common Securities  Guarantee;  provided,  however, that the
Guarantor  shall not (except to the extent  required by mandatory  provisions of
law) be entitled to enforce or exercise  any right that it may acquire by way of
subrogation or any indemnity,  reimbursement or other agreement, in all cases as
a result of payment under this Common Securities  Guarantee,  if, at the time of
any such  payment,  any amounts are due and unpaid under this Common  Securities
Guarantee.  If any amount  shall be paid to the  Guarantor  in  violation of the
preceding  sentence,  the Guarantor  agrees to hold such amount in trust for the
Holders and to pay over such amount to the Holders.

     SECTION II.7. Independent Obligations.

     The Guarantor acknowledge that its obligations hereunder are independent of
the  obligations of the Issuer with respect to the Common  Securities,  and that
the  Guarantor  shall be liable as  principal  and as debtor  hereunder  to make
Guarantee  Payments  pursuant to the terms of this Common  Securities  Guarantee
notwithstanding  the  occurrence  of any event  referred to in  subsections  (a)
through (g), inclusive, of Section 2.3 hereof.

<PAGE>

                                   ARTICLE III

                    LIMITATION OF TRANSACTIONS; SUBORDINATION

     SECTION III.1. Limitation of Transactions.

     So long as any Common Securities remain outstanding,  if (i) the Guarantors
shall be in default with respect to its payment or other  obligations under this
Common  Securities  Guarantee  or (ii)  there  shall have  occurred  an Event of
Default under the  Declaration  or any event that,  with the giving of notice or
lapse  of time  or  both,  would  constitute  an  Event  of  Default  under  the
Declaration,  then the  Guarantor  shall not (a) declare or pay any dividend on,
make any distributions with respect to, or redeem,  purchase,  acquire,  or make
any  liquidation  payment with respect to, any of its Capital  Stock or (b) make
any payment of interest,  principal or premium, if any, on or repay,  repurchase
or redeem  any of its debt  securities  that rank PARI  PASSU  with or junior in
interest to the Debentures, make any payment of interest,  principal or premium,
if any, on or repay,  repurchase or redeem any debt  securities  that ranks PARI
PASSU with or junior in interest to this Common Securities Guarantee or make any
guarantee  payment with respect to Securities  by WRP of the debt  securities of
any  subsidiary  of WRP if such  guarantee  rank  PARI  PASSU  with or junior in
interest  to the Common  Securities  Guarantee  (other than (i) as a result of a
reclassification  of the  Capital  Stock of the  Guarantors  or the  exchange or
conversion  of one class or series of the  Capital  Stock of the  Guarantor  for
another class or series of the Capital Stock of the Guarantor, (ii) the purchase
of fractional interests in shares of the Capital Stock of the Guarantor pursuant
to the  conversion or exchange  provisions of such Capital Stock or the security
being  converted  into or exchanged for such Capital Stock,  (iii)  dividends or
distributions  in Common  Shares of the  Guarantor,  (iv) any  declaration  of a
dividend in connection with the  implementation of a stockholders'  rights plan,
or the issuance of shares under any such plan in the future,  or the  redemption
or  repurchase  of any such rights  pursuant  thereto,  (v)  payments  under the
Guarantee and Common  Securities  Guarantee,  (vi) purchases of Common Shares of
the  Guarantor  related to the issuance of Common  Shares or rights under any of
the Guarantor's benefit plans for its directors, officers or employees and (vii)
obligations  under any dividend  reinvestment  and stock purchase plans to issue
shares other than as a result of the payment of a dividend), in each case unless
and until such default or Event of Default shall have been cured.

     SECTION III.2. Subordination.

     This Common Securities Guarantee will constitute an unsecured obligation of
the  Guarantor and will rank (i)  subordinate  and junior in right of payment to
all other  liabilities of the Guarantor (except any liabilities that may be PARI
PASSU expressly by their terms),  (ii) PARI PASSU with the most senior preferred
or  preference  shares now or  hereafter  issued by the  Guarantor  and with any
guaranty  now or  hereafter  entered  into by the  Guarantor  in  respect of any
preferred or preference stock of any Affiliate of the Guarantor and (iii) senior
to WRP's Common Shares.

<PAGE>

                                   ARTICLE IV

                                   TERMINATION

     SECTION IV.1. Termination.

     This Common  Securities  Guarantee shall terminate upon (i) full payment of
the Redemption  Price and accrued and unpaid  distributions  with respect to all
Common  Securities,  (ii) the  distribution  of the Common Shares to such Holder
upon the conversion of such Holder's  Common  Securities into the Common Shares,
(iii)  the  distribution  of  the  Debentures  to  the  Holders  of  the  Common
Securities,  or (iv) full payment of the amounts  payable in accordance with the
Declaration upon  liquidation of the Issuer.  This Common  Securities  Guarantee
shall  terminate  completely  upon  full  payment  of  the  amounts  payable  in
accordance  with the  Declaration.  Notwithstanding  the foregoing,  this Common
Securities Guarantee will continue to be effective or will be reinstated, as the
case may be, if at any time any  Holder  must  restore  payment  of any sum paid
under the Common Securities or under this Common Securities Guarantee.

                                    ARTICLE V

                                  MISCELLANEOUS

     SECTION V.1. Successors and Assigns.

     All guarantees and agreements contained in this Common Securities Guarantee
shall bind the successors,  assigns, receivers,  trustees and representatives of
the  Guarantor  and shall inure to the  benefit of the Holders of the  Preferred
Securities   then   outstanding.   Except  in  connection  with  any  merger  or
consolidation  of the Guarantor with or into another entity permitted by Section
9.1 of the Indenture or any sale, transfer or lease of the Guarantor's assets to
another  entity  permitted  by Section 9.1 of the  Indenture,  or  permitted  by
Section 9.2, the Guarantor may not assign its rights or delegate its obligations
under this Common Securities Guarantee without the prior approval of the holders
of at least a Majority in liquidation  amount of the Preferred  Securities  then
outstanding.

     SECTION V.2. Amendments.

     (a)  Except as set forth in  subsection  (b) below and with  respect to any
changes  that do not  adversely  affect the rights of Holders  (in which case no
consent of Holders will be required),  this Common Securities Guarantee may only
be amended  with the prior  approval  of the  Holders of at least a Majority  in
liquidation   amount  (including  the  stated  amount  that  would  be  paid  on
redemption,  liquidation or otherwise,  plus accrued and unpaid Distributions to
the

<PAGE>

date upon which the voting  percentages are determined) of the Common Securities
then outstanding. The provisions of Section 12.2 of the Declaration with respect
to meetings of Holders apply to the giving of such approval.

     (b) Except with  respect to any changes  that do not  materially  adversely
affect the rights of Holders of Preferred  Securities  (in which case no consent
of such holders will be required),  this Common Securities Guarantee,  including
any amendment or changes  whatsoever to Section 3.2 hereof,  may only be amended
with the prior  approval of the  Holders of at least a Majority  in  liquidation
amount of the Preferred  Securities then outstanding.  The provisions of Section
12.2 of the Declaration  with respect to meetings of Holders apply to the giving
of such approval.

     SECTION V.3. Notices.

     All notices  provided for in this Common  Securities  Guarantee shall be in
writing,  duly signed by the party giving such notice,  and shall be  delivered,
telecopied or mailed by first class mail, as follows:

     (a) If given to the Issuer, in care of the Regular Trustees at the Issuer's
mailing  address set forth  below (or such other  address as the Issuer may give
notice of to the Holders of the Common Securities):

               WRP Convertible Trust I
               Wellsford Real Properties, Inc.
               535 Madison Avenue, 26th Floor
               New York, New York 10022
               Attention: Jeffrey H. Lynford

     (b) If given to the Guarantor, at the Guarantor's mailing address set forth
below (or such other  address as the Guarantor may give notice of to the Holders
of the Common Securities):

               Wellsford Real Properties, Inc.
               535 Madison Avenue, 26th Floor
               New York, New York  10022
               Attention: Jeffrey H. Lynford

     (c) If given to any Holder of Common  Securities,  at the address set forth
on the books and records of the Issuer.

     All such  notices  shall be deemed  to have been  given  when  received  in
person,  telecopied  with  receipt  confirmed,  or mailed by first  class  mail,
postage  prepaid,  except that if a notice or other document is refused delivery
or cannot be  delivered  because  of a changed  address

<PAGE>

of which no notice was given,  such notice or other  document shall be deemed to
have been delivered on the date of such refusal or inability to deliver.

     SECTION V.4. Benefit.

     This Common  Securities  Guarantee is solely for the benefit of the Holders
of the Common  Securities  and is not  separately  transferable  from the Common
Securities.

     SECTION V.5. Counterparts.

     This  Common   Securities   Guarantee  may  be  executed  in  one  or  more
counterparts  with the same effect as if the parties  executing the counterparts
had each executed one instrument as of the date and year first above written.

     SECTION V.6. Governing Law.

     THIS COMMON  SECURITIES  GUARANTEE  SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED  IN  ACCORDANCE  WITH,  THE LAWS OF THE STATE OF  DELAWARE,  WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

<PAGE>

     THIS COMMON  SECURITIES  GUARANTEE is executed as of the day and year first
above written.

                    WELLSFORD REAL PROPERTIES, INC.,
                    as Guarantor

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

<PAGE>