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                                                               December 30, 2003

Cohen & Steers Capital Advisors, LLC
757 Third Avenue
New York, New York  10017

               Re: Placement of Securities of Kramont Realty Trust

Dear Sirs:

            This letter (the "Agreement") confirms our agreement to retain Cohen
& Steers Capital Advisors, LLC (the "Placement Agent") as our exclusive agent
for a period commencing on the date of this letter and terminating on January
15, 2004, unless extended by the parties, to introduce Kramont Realty Trust, a
Maryland real estate investment trust (the "Company"), to certain investors as
prospective purchasers (the "Offer") of up to 2,400,000 shares of beneficial
interest of the Company's 8.25% Series E Cumulative Redeemable Preferred Shares,
par value $0.01 per share (the "Securities") (assuming the maximum number of
Securities is issued and sold). The engagement described herein (i) may be
terminated by the Company at any time prior to the Closing (as defined below)
and (ii) shall be in accordance with applicable laws and pursuant to the
following procedures and terms and conditions:

            1. The Company will:

            (a) Cause the Company's independent public accountants to address to
      the Company and the Placement Agent and deliver to the Company, the
      Placement Agent and the Purchasers (as such term is defined in the
      Purchase Agreement dated the date hereof between the Company and the
      purchasers party thereto (the "Purchase Agreement")) (i) a letter or
      letters (which letters are frequently referred to as "comfort letters")
      dated the date hereof, and (ii) if so requested by the Placement Agent, a
      "bring-down" letter delivered the date on which the sale of Securities is
      consummated pursuant to the Purchase Agreement (as defined below) (such
      date, the "Closing Date" and the time of such consummation on any such
      Closing Date, a "Closing"), which, with respect to the letter referred to
      in clause (i) above, will be substantially in the form attached hereto as
      Annex I, and with respect to the letter or letters referred to in clause
      (ii) above, will be in form and substance reasonably satisfactory to the
      Placement Agent.

            (b) On the Closing Date, cause outside counsel to the Company to
      deliver opinions to the Placement Agent and the Purchasers substantially
      in the form of Annex II and Annex III hereto, and cause the general
      counsel of the Company to deliver opinions to the Placement Agent and the
      Purchasers substantially in the form of Annex IV hereto.

            (c) As soon as practicable after the Closing, subject to the
      Purchasers' (as defined in the Purchase Agreement) ownership satisfying
      the distribution requirements for listing, apply for listing the
      Securities for trading on the New York Stock Exchange, Inc. ("NYSE") and
      will use its reasonable best efforts to obtain approval from the NYSE with
      respect to such listing as soon as reasonably practicable within 30 days
      after the Closing
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      Date and, if such approval is not obtained within 30 days, to continue to
      use its reasonable best efforts to obtain such approval as soon as
      practicable thereafter.

            (d) Prior to the Closing, the Company shall not sell or approve the
      solicitation of offers for the purchase of additional Securities in excess
      of the amount which shall be authorized by the Company or in excess of the
      aggregate offering price of the Securities registered pursuant to the
      Registration Statement (as defined below).

            (e) Use the proceeds of the offering contemplated hereby as set
      forth under the caption "Use of Proceeds" in the Prospectus Supplement (as
      defined below).

            2. The Company authorizes the Placement Agent to use the Prospectus
(as defined below) in connection with the Offer for such period of time as any
such materials are required by law to be delivered in connection therewith and
the Placement Agent agrees to do so.

            3. (a) The Placement Agent will use reasonable efforts on behalf of
the Company in connection with the Placement Agent's services hereunder. No
offers or sales of Securities shall be made to any person without the prior
approval of such person by the Company, such approval to be at the reasonable
discretion of the Company. The Placement Agent's aggregate fee for its services
hereunder will be an amount equal to 2.0% of the gross proceeds of the Offering
up to $1,200,000. Such fee shall be payable by the Company at and subject to the
consummation of the Closing. The Company, upon consultation with the Placement
Agent, may establish in the Company's discretion a minimum aggregate amount of
Securities to be sold in the offering contemplated hereby, which minimum
aggregate amount shall be reflected in the Prospectus. The Placement Agent will
not enter into any agreement or arrangement with any broker, dealer or other
person in connection with the placement of Securities (collectively,
"participating person(s)") which will obligate the Company to pay additional
fees or expenses to or on behalf of a participating person without the prior
written consent of the Company, it being understood that Jeffries & Company will
be acting as settlement agent ("Settlement Agent") in connection with the Offer
and the Company will pay the fees and expenses of the Settlement Agent in
connection therewith.

            (b) Subject to the provisions of the last sentence of this Section
3(b), the Company agrees that it will pay its own costs and expenses incident to
the performance of the obligations hereunder whether or not any Securities are
offered or sold pursuant to the Offer, including, without limitation, (i) the
filing fees and expenses, if any, incurred with respect to any filing with the
NYSE, (ii) all costs and expenses incident to the preparation, issuance,
execution and delivery of the Securities, (iii) all costs and expenses
(including filing fees) incident to the preparation, printing and filing under
the Securities Act of 1933, as amended (the "Act"), of the Registration
Statement and the Prospectus, including, without limitation, in each case, all
exhibits, amendments and supplements thereto, (iv) all costs and expenses
incurred in connection with the required registration or qualification of the
Securities issuable under the laws of such jurisdictions as the Placement Agent
may reasonably designate, if any, (v) all costs and expenses incurred by the
Company in connection with the printing (including word processing and
duplication costs) and delivery of the Prospectus and Registration Statement
(including, without limitation, any preliminary and supplemental blue sky
memoranda) including, without limitation, mail-
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ing and shipping, (vi) all fees and expenses incurred in marketing the Offer and
(vii) the fees and disbursements of each counsel to the Company and BDO Seidman,
LLP, auditors to the Company. The Placement Agent shall pay its own expenses in
connection with the Offer, including, without limitation, the legal fees,
expenses and disbursements of the Placement Agent's counsel in connection with
the Offer. The Placement Agent shall, at the Closing or as soon as reasonably
practicable thereafter, pay to the persons or entities set forth on Schedule A
attached hereto the amounts set forth opposite their respective names on such
schedule as directed by the Company to cover certain expenses incurred in
connection with the Offering.

            4. The Company and the Placement Agent hereby agree as follows:

            (a) The Company will indemnify and hold harmless the Placement Agent
      and each of its respective partners, directors, officers, associates,
      affiliates, subsidiaries, employees, consultants, attorneys and agents,
      and each person, if any, controlling the Placement Agent or any of its
      affiliates within the meaning of either Section 15 of the Act or Section
      20 of the Securities Exchange Act of 1934, as amended (the "Exchange
      Act"), from and against any and all losses, claims, damages, liabilities
      or costs (and any reasonable legal or other expenses incurred by such
      Placement Agent in investigating or defending the same or in giving
      testimony or furnishing documents in response to a request of any
      government agency or to a subpoena) in any way relating to, arising out of
      or caused by any untrue statement or alleged untrue statement of a
      material fact contained in the Registration Statement or in the Prospectus
      or in any way relating to, arising out of or caused by any omission or
      alleged omission to state therein a material fact required to be stated
      therein or necessary to make the statements therein, in the light of the
      circumstances under which they were made, not misleading. Such indemnity
      agreement shall not, however, apply to any such loss, claim, damage,
      liability, cost or expense (i) if such statement or omission was made in
      reliance upon or in conformity with information furnished in writing to
      the Company by the Placement Agent or its affiliates or any of the
      Purchasers, Investment Advisors or Broker-Dealers (as defined in the
      Purchase Agreement) or their respective affiliates expressly for use in
      the Prospectus Supplement, or (ii) which is held in a final judgment of a
      court of competent jurisdiction (not subject to further appeal) to have
      arisen out of the gross negligence or willful misconduct of the Placement
      Agent or any indemnitee described in this paragraph 4(a).

            (b) The Placement Agent will indemnify and hold harmless the Company
      and each of its directors, officers, associates, affiliates, subsidiaries,
      employees, consultants, attorneys, agents, and each person controlling the
      Company or any of its affiliates within the meaning of either Section 15
      of the Act or Section 20 of the Exchange Act from and against any and all
      losses, claims, damages, liabilities, costs or expenses (and any
      reasonable legal or other expenses incurred by such indemnitee in
      investigating or defending the same or in giving testimony or furnishing
      documents in response to a request of any government agency or to a
      subpoena) (i) which are held in a final judgment of a court of competent
      jurisdiction (not subject to further appeal) to have arisen out of the
      gross negligence or willful misconduct of such Placement Agent or any of
      its respective partners, directors, officers, associates, affiliates,
      subsidiaries, employees, consultants, attorneys and agents, and each
      person, if any, controlling the Placement Agent or any of its affili-
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      ates within the meaning of Section 15 of the Act or Section 20 of the
      Exchange Act or (ii) relating to, arising out of or caused by any untrue
      statement or alleged untrue statement of a material fact contained in the
      Prospectus Supplement or in any way relating to, arising out of or caused
      by any omission or alleged omission to state therein a material fact
      required to be stated therein or necessary to make the statements therein,
      in the light of the circumstances under which they were made, not
      misleading, if such statement or omission was made in reliance upon or in
      conformity with information furnished in writing to the Company by the
      Placement Agent or its affiliates or any if the Purchasers, Investment
      Advisors or Broker-Dealers or their respective affiliates expressly for
      use in the Prospectus Supplement, or (iii) which result from violations by
      the Placement Agent of law or of requirements, rules or regulations of
      federal or state securities regulators, self-regulatory associations or
      organizations in the securities industry, stock exchanges or organizations
      with similar functions or responsibilities with respect to securities
      brokers or dealers, as determined by a court of competent jurisdiction or
      applicable federal or state securities regulators, self-regulatory
      associations or organizations in the securities industry or stock
      exchanges or organizations, as applicable.

            (c) If any action, proceeding or investigation is commenced as to
      which any indemnified party hereunder proposes to demand indemnification
      under this letter agreement, such indemnified party will notify the
      indemnifying party with reasonable promptness. The indemnifying party
      shall have the right to retain counsel of its own choice (which counsel
      shall be reasonably satisfactory to the indemnified party) to represent it
      and such counsel shall, to the extent consistent with its professional
      responsibilities, cooperate with the indemnified party and any counsel
      designated by the indemnified party. The indemnifying party will not be
      liable under this letter agreement for any settlement of any claim against
      the indemnified party made without the indemnifying party's written
      consent.

            In order to provide for just and equitable contribution, if a claim
for indemnification pursuant to this paragraph 4 is made but it is found in a
final judgment by a court of competent jurisdiction (not subject to further
appeal) that such indemnification may not be enforced in such case, even though
the express provisions hereof provided for indemnification in such case, then
the Company, on the one hand, and the Placement Agent, on the other hand, shall
contribute to the losses, claims, damages, liabilities or costs to which the
indemnified persons may be subject in accordance with the relative benefits
received from the offering and sale of the Securities by the Company, on the one
hand, and the Placement Agent, on the other hand (it being understood that, with
respect to the Placement Agent, such benefits received are limited to fees
actually paid by the Company and received by the Placement Agent pursuant to
this Agreement), and also the relative fault of the Company, on the one hand,
and the Placement Agent, on the other hand, in connection with the statements,
acts or omissions which resulted in such losses, claims, damages, liabilities or
costs, and the relevant equitable considerations shall also be considered. No
person found liable for a fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person who
is not also found liable for such fraudulent misrepresentation. Notwithstanding
the foregoing, the Placement Agent shall not be obligated to contribute any
amount hereunder that exceeds the fees received by the Placement Agent in
respect to the offering and sale of the Securities.
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            5. The Company represents and warrants to the Placement Agent as of
the date hereof and as of the Closing Date as follows:

            (a) The Company meets the requirements for use of Form S-3 under the
      Act. The Company's Registration Statement (as defined below) was declared
      effective by the SEC (as defined below) and the Company has filed such
      post-effective amendments thereto as may be required prior to the
      execution of this Agreement and each such post-effective amendment became
      effective. The SEC has not issued, and to the Company's knowledge, the SEC
      does not intend nor has it threatened to issue, a stop order with respect
      to the Registration Statement, nor has it otherwise suspended or withdrawn
      the effectiveness of the Registration Statement, either temporarily or
      permanently, nor, to the Company's knowledge, does it intend or has it
      threatened to do so. On the effective date, (i) the Registration Statement
      complied in all material respects with the requirements of the Act and the
      rules and regulations promulgated under the Act (the "Regulations"); at
      the effective date the Basic Prospectus (as defined below) complied, and
      at the Closing the Prospectus will comply, in all material respects with
      the requirements of the Act and the Regulations; and (ii) the Registration
      Statement at the effective date and as amended or supplemented on the date
      hereof and on the Closing Date did not, does not and will not contain an
      untrue statement of a material fact or omit to state a material fact
      required to be stated therein or necessary to make the statements therein
      not misleading; and the Prospectus as of any such time, did not, does not
      and will not include an untrue statement of a material fact or omit to
      state a material fact necessary in order to make the statements therein,
      in the light of the circumstances under which they were made, not
      misleading; provided, however, that the representations and warranties in
      this subsection shall not apply to statements in or omissions from the
      Registration Statement or the Prospectus made in reliance upon and in
      conformity with information furnished to the Company in writing by (i) the
      Placement Agent or its affiliates or (ii) by or on behalf of any of the
      Purchasers, Investment Advisors or Broker-Dealers or any of their
      respective affiliates, in each case, expressly for use therein. As used in
      this Agreement, the term "Registration Statement" means the "shelf"
      registration statement on Form S-3 (File No. 333-85424) as declared
      effective by the Securities and Exchange Commission (the "SEC"), including
      exhibits, financial statements, schedules and documents incorporated by
      reference therein. The term "Basic Prospectus" means the prospectus
      included in the Registration Statement. The term "Prospectus Supplement"
      means the prospectus supplement specifically relating to the Securities as
      filed with the SEC pursuant to Rule 424 under the Act in connection with
      the sale of the Securities. The term "Prospectus" means the Basic
      Prospectus and the Prospectus Supplement. Any reference in this Agreement
      to the Registration Statement or the Prospectus shall be deemed to refer
      to and include the documents incorporated by reference therein as of the
      date hereof or the date of the Prospectus, as the case may be, and any
      reference herein to any amendment or supplement to the Registration
      Statement or the Prospectus shall be deemed to refer to and include any
      documents filed after such date and through the date of such amendment or
      supplement under the Exchange Act and so incorporated by reference.

            (b) Since the date as of which information is given in the
      Registration Statement and the Prospectus, except as otherwise stated
      therein, (A) there has been no mate-
<PAGE>
      rial adverse change or any development involving a prospective material
      adverse change in or affecting the condition, financial or otherwise, or
      in the earnings, business affairs or business prospects of the Company and
      the subsidiaries of the Company, if any (the "Subsidiaries") considered as
      one enterprise, whether or not arising in the ordinary course of business,
      (B) there have been no transactions entered into by the Company or any of
      its Subsidiaries, other than those in the ordinary course of business,
      which are material with respect to the Company and its Subsidiaries
      considered as one enterprise, and (C) other than regular quarterly
      dividends, there has been no dividend or distribution of any kind
      declared, paid or made by the Company on any class of its shares of
      beneficial interest except that following the Closing it is expected that
      the Company will call for redemption and declare a "Redemption Date" for
      its outstanding Series D Preferred Shares and in connection therewith will
      declare and set aside for payment dividends equal to the accrued and
      unpaid dividends through the Redemption Date on the Company's Series D
      Preferred Shares and the Company's Series B-1 Preferred Shares.

            (c) The Company has been duly organized as a real estate investment
      trust and is validly existing in good standing under the laws of the State
      of Maryland. Each of the Subsidiaries of the Company has been duly
      organized and is validly existing in good standing under the laws of its
      jurisdiction of organization. Each of the Company and its Subsidiaries has
      the required power and authority to own and lease its properties and to
      conduct its business as described in the Prospectus; and each of the
      Company and its Subsidiaries is duly qualified to transact business in
      each jurisdiction in which such qualification is required, whether by
      reason of the ownership or leasing of property or the conduct of business,
      except where the failure to so qualify would not have a material adverse
      effect on the condition, financial or otherwise, or the earnings, business
      affairs or business prospects of the Company and its Subsidiaries
      considered as one enterprise.

            (d) As of the date hereof, the authorized capital stock of the
      Company consisted of 94,283,845 common shares and 5,716,155 preferred
      shares of beneficial interest, par value $.01 per share, of which
      23,994,925 common shares of beneficial interest, 1,183,240 9.75% Series
      B-1 Cumulative Convertible Preferred Shares and 1,653,200 Series D
      Cumulative Redeemable Preferred Shares ("Series D Preferred Shares") are
      issued and outstanding as of such date (without giving effect to any
      preferred shares of beneficial interest issued or to be issued as
      contemplated by this Agreement or the application of the proceeds of the
      offering contemplated hereby) and 2,400,000 8.25% Series E Cumulative
      Redeemable Preferred Shares are authorized and unissued. The issued and
      outstanding shares of beneficial interest of the Company have been duly
      authorized and validly issued and are fully paid and non-assessable; the
      Securities have been duly authorized, and when issued in accordance with
      the terms of the Articles Supplementary (as defined below) and delivered
      as contemplated hereby, will be validly issued, fully paid and
      non-assessable; the Securities and the shares of beneficial interest of
      the Company conform to all statements relating thereto contained in the
      Prospectus; and the issuance of the Securities is not subject to
      preemptive or other similar rights.

            (e) Neither the Company nor any of its Subsidiaries is in violation
      of its organizational documents or in default in the performance or
      observance of any material
<PAGE>
      obligation, agreement, covenant or condition contained in any contract,
      indenture, mortgage, loan agreement, note, lease or other instrument or
      agreement to which the Company or any of its Subsidiaries is a party or by
      which it or any of them may be bound, or to which any of the property or
      assets of the Company or any of its Subsidiaries is subject where such
      violation or default would have a material adverse effect on the
      condition, financial or otherwise, or the earnings, business affairs or
      business prospects of the Company and its Subsidiaries considered as one
      enterprise; and the execution, delivery and performance of this Agreement,
      the execution and filing of the Articles Supplementary of the Company
      relating to the Securities (the "Articles Supplementary"), and the
      issuance and delivery of the Securities and the consummation of the
      transactions contemplated herein have been duly authorized by all
      necessary action and will not conflict with or constitute a material
      breach of, or default under, or result in the creation or imposition of
      any lien, charge or encumbrance upon any property or assets of the Company
      or any of its Subsidiaries pursuant to, any contract, indenture, mortgage,
      loan agreement, note, lease or other instrument or agreement to which the
      Company or any of its Subsidiaries is a party or by which it or any of
      them may be bound, or to which any of the property or assets of the
      Company or any of its Subsidiaries is subject, nor will any such action
      result in any violation of the provisions of the Amended and Restated
      Declaration of Trust, as supplemented by the Articles Supplementary,
      by-laws or other organizational documents of the Company or any of its
      Subsidiaries or any applicable law, administrative regulation or
      administrative or court decree.

            (f) The Company is organized in conformity with the requirements for
      qualification and, as of the date hereof and as of the Closing, operates
      in a manner that qualifies it as a "real estate investment trust" under
      the Internal Revenue Code of 1986, as amended, and the rules and
      regulations thereunder and will be so qualified after giving effect to the
      sale of the Securities.

            (g) The Company is not required to be registered under the
      Investment Company Act of 1940, as amended.

            (h) There is no action, suit or proceeding before or by any court or
      governmental agency or body, domestic or foreign, now pending, or, to the
      knowledge of the Company, threatened or contemplated, against or affecting
      the Company or any of its Subsidiaries, which is required to be disclosed
      in the Prospectus (other than as disclosed therein), or which might result
      in any material adverse change in the condition, financial or otherwise,
      or in the earnings, business affairs or business prospects of the Company
      and its Subsidiaries considered as one enterprise, or which might
      materially and adversely affect their respective property or assets or
      which might materially and adversely affect the consummation of this
      Agreement; all pending legal or governmental proceedings to which the
      Company or any of its Subsidiaries is a party or of which any of their
      respective property or assets is the subject which are not described in
      the Prospectus, including ordinary routine litigation incidental to its
      business, are, considered in the aggregate, not material to the business
      of the Company and its Subsidiaries considered as one enterprise.
<PAGE>
            (i) No authorization, approval or consent of any court or United
      States federal or state governmental authority or agency is necessary in
      connection with the sale of the Securities as contemplated hereunder,
      except such as may be required under the Act or the Regulations or state
      securities laws or real estate syndication laws.

            (j) The Company and its Subsidiaries possess such material
      certificates, authorities or permits issued by the appropriate state,
      federal or foreign regulatory agencies or bodies necessary to conduct the
      business now conducted by them, and neither the Company nor any of its
      Subsidiaries has received any notice of proceedings relating to the
      revocation or modification of any such certificate, authority or permit
      which, singly or in the aggregate, if the subject of an unfavorable
      decision, ruling or finding, would materially and adversely affect the
      condition, financial or otherwise, or the earnings, business affairs or
      business prospects of the Company and its Subsidiaries considered as one
      enterprise, nor, to the knowledge of the Company, are any such proceedings
      threatened or contemplated.

            (k) The Company has full power and authority to enter into this
      Agreement, and this Agreement has been duly authorized, executed and
      delivered by the Company and constitutes a legal, valid and binding
      agreement of the Company, enforceable against the Company in accordance
      with its terms except as may be limited by (i) the effect of bankruptcy,
      insolvency, reorganization, moratorium or other similar laws relating to
      or affecting the rights or remedies of creditors or (ii) the effect of
      general principles of equity, whether enforcement is considered in a
      proceeding in equity or at law and the discretion of the court before
      which any proceeding therefor may be brought (collectively, the
      "Enforceability Exceptions").

            (l) The Articles Supplementary, and the filing of the Articles
      Supplementary with the State Department of Assessments and Taxation of
      Maryland on behalf of the Company, have each been duly authorized by the
      Company, the Articles Supplementary have been filed with the State
      Department of Assessments and Taxation of Maryland on behalf of the
      Company and constitute a valid and legally binding supplement to the
      Amended and Restated Declaration of Trust of the Company enforceable
      against the Company in accordance with its terms, except as enforceability
      may be limited by the Enforceability Exceptions.

            (m) As of the dates set forth therein or incorporated by reference,
      the Company had good and marketable title to all of the properties and
      assets reflected in the audited financial statements contained in the
      Prospectus, subject to no lien, mortgage, pledge or encumbrance of any
      kind except those reflected in such financial statements (or as otherwise
      described in the Prospectus) or which are not material or which constitute
      customary provisions of mortgage loans secured by the Company's properties
      creating obligations of the Company with respect to proceeds of the
      properties, environmental liabilities and other customary protections for
      the mortgagees.

            (n) The Company has good and marketable title to all of the
      properties and assets reflected in the audited financial statements
      contained in the Prospectus, subject to no
<PAGE>
      lien, mortgage, pledge or encumbrance of any kind except those reflected
      in such financial statements (or as otherwise described in the Prospectus)
      or which are not material or which constitute customary provisions of
      mortgage loans secured by the Company's properties creating obligations of
      the Company with respect to proceeds of the properties, environmental
      liabilities and other customary protections for the mortgagees.

            (o) Any certificate signed by any officer of the Company and
      delivered to the Placement Agent or to counsel for the Placement Agent
      shall be deemed a representation and warranty by the Company to the
      Placement Agent as to the matters covered thereby.

            (p) Neither the issuance, sale and delivery of the Securities nor
      the application of the proceeds thereof by the Company as described in the
      Prospectus will cause the Company to violate or be in violation of
      Regulation T, U or X of the Board of Governors of the Federal Reserve
      System or any other regulation of such Board of Governors.

            (q) The statements set forth in the Basic Prospectus under the
      caption "Description of Shares -- Preferred Shares" and the statements set
      forth in the Prospectus Supplement under the caption "Description of the
      Series E Preferred Shares," in each case, in so far as such statements
      purport to summarize provisions of laws or documents referred to therein,
      are correct in all material respects and fairly present the information
      required to be shown therein.

            6. The Placement Agent represents and warrants to the Company that
(i) it is registered as a broker-dealer under the Exchange Act and licensed or
otherwise qualified to do business as a broker-dealer in all states in which it
will offer any Securities pursuant to this Agreement, (ii) assuming compliance
by the Company with all relevant provisions of the Act in connection with the
Prospectus, the Placement Agent will conduct all offers and sales of the
Securities in compliance with the relevant provisions of the Act and the
Regulations and various state securities laws and regulations, (iii) the
Placement Agent will only act as agent in those jurisdictions in which it is
authorized to do so and (iv) the Placement Agent will not distribute to any
Purchaser, Investment Advisor or Broker-Dealer any written material relating to
the offering contemplated hereby other than the Registration Statement or the
Prospectus.

            7. This Agreement shall be governed by the laws of the State of New
York governing contracts made and to be performed in such State without giving
effect to principles of conflicts of law.

            8. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which together shall
be deemed to be the same Agreement. Executed counterparts may be delivered by
facsimile.
<PAGE>
            If the foregoing is in accord with your understanding of our
agreement, please sign in the space provided below and return a signed copy of
this letter to the Company.

                                           Sincerely,

                                           KRAMONT REALTY TRUST


                                           By:   /s/ Carl E. Kraus
                                                 -------------------------------
                                                 Name:  Carl E. Kraus
                                                 Title: Chief Financial Officer

Accepted by:

COHEN & STEERS CAPITAL ADVISORS, LLC


By:  /s/ Bradley G. Razook
     -------------------------------
     Name:  Bradley G. Razook
     Title: Managing Director