PURCHASE AND SALE AGREEMENT

DATED:        September 23, 2005 ("EFFECTIVE DATE")

BETWEEN:      SELLER

              Tiffany and Company, a New York corporation
              600 Madison Avenue
              New York, NY 10022
              Attention: Patrick B. Dorsey, Legal Department

AND:          PURCHASER

              Caplease, LP, a Delaware limited partnership
              110 Maiden Lane, 3rd Floor
              New York, New York 10005
              Attention: Paul Hughes, Esquire

      A. Seller owns that  certain real  property  described in Section 1 below,
commonly  known as 15 Sylvan Way,  Township  of  Parsippany-Troy  Hills,  Morris
County, New Jersey, together with the improvements located thereon.

      B.  Seller  desires to sell all of the  Property  (as defined in Section 1
below) to Purchaser,  and Purchaser desires to purchase all of the Property from
Seller,  on the  terms  and  conditions  set  forth  in this  Purchase  and Sale
Agreement (the "Agreement").

      NOW,  THEREFORE,  for value  received and in  consideration  of the mutual
promises set forth in this Agreement, the parties agree as follows:

      1. PURCHASE AND SALE OF THE PROPERTY

      Seller agrees to sell the Property to Purchaser,  and Purchaser  agrees to
purchase the Property from Seller, on the terms and conditions set forth in this
Agreement. The Property consists of:

            (a) All of Seller's  right,  title and interest in and to the parcel
or parcels of land described in Exhibit A attached hereto (the "Land"), together
with all easements, rights-of-way, appurtenances (including, without limitation,
air rights,  development  rights and other similar rights,  if any),  tenements,
hereditaments and water rights (if any) appertaining to or otherwise  benefiting
the Land or any of the Improvements (as defined below);

            (b) All of Seller's right,  title and interest in and to any and all
improvements,   buildings,   structures,  and  facilities,   including,  without
limitation,  the  structures  now located  thereon  consisting of structures for
office,  warehousing,  manufacturing and parking uses (the  "Building"),  now or
hereafter situated on the Land (collectively, the "Improvements");

            (c) All of  Seller's  right,  title and  interest  under all leases,
licenses  and  other  agreements  to  occupy  all or any  part  of the  Land  or
Improvements  (collectively,  the  "Leases"),  together with, and subject to the
manner in which the same are to be  prorated  under this  Agreement,  all rents,
charges,  deposits and other sums due, accrued or to become due thereunder,  and
all guaranties by third parties of any tenant's obligations under such leases;

            (d) All of Seller's right, title and interest, if any, to the extent
assignable  (without  obtaining  consent),  in  and  to  all  of  the  following
intangible  property now or hereafter existing with respect to the Property (the
"Intangible Property"):

                  (i) all  plans  and  specifications,  architectural  drawings,
building  permits and other permits issued in connection with the  construction,
operation, use or occupancy of the Improvements, and all warranties,  guaranties
and sureties now or hereafter received in connection with the construction of or
equipment on the Improvements; and

                  (ii)  all  licenses,  permits,   approvals,   certificates  of
occupancy and franchises relating to the zoning, land use, ownership, operation,
occupancy,  construction  or  maintenance of the  Improvements  running to or in
favor  of the  Seller,  the  Land,  or the  Improvements,  and all  deposits  to
governmental authorities relating to the Seller, the Land, or the Improvements.

      The Property  does not include and Seller is retaining  and not  conveying
hereby Seller's  manufacturing and materials handling equipment;  trash-handling
equipment,  industrial  waste-handling  equipment and  dust-handling  equipment;
racks and conveyors;  modular safes and vaults; washers;  electrical generators;
uninterrupted  power  supply  equipment   associated  with  computer  room  use;
independent  air-conditioning units for computer room use and all other computer
room  equipment and raised  flooring;  employee  lockers;  cafeteria  equipment;
security  equipment  (cameras,  metal detectors and the like); the "ATLAS" clock
that stands over the  front-entry,  and other  equipment  used in the conduct of
Seller's business operations.
<PAGE>

      2. TOTAL PURCHASE PRICE AND DEPOSIT

            (a) The  total  purchase  price for the  Property  is  Seventy  Five
Million Dollars ($75,000,000.00) (the "Purchase Price").

            (b) Within  three (3)  business  days after the  Effective  Date (as
hereinafter  defined),   Purchaser  shall  deposit  with  First  American  Title
Insurance  Company of New York,  633 Third  Avenue,  New York,  New York  10017,
Attention:  Bruce Clay (the  "Title  Company")  the sum of One  Million  Dollars
($1,000,000.00)  (the "Initial  Deposit") to be held as an earnest money deposit
as provided in Section 2(c) below.

            (c) Within three (3) business days  following the  expiration of the
Review Period,  Purchaser shall deposit an additional sum of Two Million Dollars
($2,000,000)  with the Title  Company (the  "Additional  Deposit").  The Initial
Deposit  and  the  Additional  Deposit  are  collectively  referred  to  as  the
"Deposit".

            (d) The  Deposit  will be  placed  and held in  escrow  by the Title
Company  in  an  interest-bearing  account  at  a  mutually  acceptable  banking
institution,  utilizing Purchaser's taxpayer identification number. Any interest
earned on the Deposit  shall be  considered  as part of the  Deposit.  Except as
otherwise  provided  in this  Agreement,  the  Deposit  will be  applied  to the
Purchase Price at Closing.

      3. PURCHASER'S REVIEW PERIOD

      Purchaser  shall have until  11:59 p.m.  eastern  time on the date that is
twenty-five  (25) days after the Effective Date (the "Review Period") to conduct
its due  diligence of the Property;  provided,  however,  if Purchaser  does not
receive the Title  Commitment and Survey (as  hereinafter  defined) on or before
the date that is fifteen (15) days after the Effective  Date (the "Title Receipt
Deadline"), the Review Period shall be extended by the number of days beyond the
Title  Receipt  Deadline,  but not in excess of five (5)  business  days,  until
Purchaser  has  received  the Title  Commitment  and  Survey.  During the Review
Period,  Purchaser shall have the right at Purchaser's expense to perform tests,
inspections  and  feasibility  studies on the  Property  as  Purchaser  may deem
necessary (collectively, the "Inspections");  provided, however, Purchaser shall
not take soil borings or perform other  invasive  tests without first  obtaining
Seller's  prior  written  approval,  which  approval  shall not be  unreasonably
withheld.

      All costs and expenses of all of Purchaser's  Inspections shall be paid by
Purchaser.  Purchaser  shall  indemnify,  hold  harmless and, at the election of
Seller,  defend  Seller  from any and all cost,  expense  (including  reasonable
attorneys' fees and costs), liability,  lien, charge or claim arising out of the
exercise by  Purchaser of its  inspection  rights  hereunder,  or the act of any
employee,   servant,  agent,   contractor,   officer  or  invitee  of  Purchaser
(collectively,   together   with   Purchaser,   referred   to  as   "Purchaser's
Representatives")  on the  Property,  including all damages  resulting  from any
damage to the  Property or any  property  of any tenant or other  person and any
injury  to  or  death  of  any  person,  provided,   however,  that  Purchaser's
obligations  hereunder  shall not apply to the mere  discovery of a pre-existing
environmental or physical condition at the Property.  Purchaser's obligations in
this  paragraph  shall  survive  Closing  (hereafter  defined)  and shall not be
limited as provided in Section 9.1.

      Purchaser  shall not cause or permit any mechanic's  liens,  materialmen's
liens  or other  liens  to be filed  against  the  Property  as a result  of the
Inspections. Purchaser shall immediately repair and/or restore any damage to the
Land or Building  caused by entry upon the Land or Building by  Purchaser or the
other  Purchaser's  Representatives  to  its  pre-existing  condition  following
performance of the Inspections.

      If,  before the end of the Review  Period,  Purchaser  notifies  Seller in
writing that  Purchaser does not accept the Property,  in  Purchaser's  sole and
absolute  discretion,  for any reason or for no  reason,  this  Agreement  shall
automatically  terminate, the Title Company shall immediately return the Deposit
to  Purchaser  and,  except for the  Post-Termination  Obligations  referred  to
Section 12.1 hereof,  neither party shall have any  obligations  to the other by
virtue of this Agreement.  In connection with such termination,  Purchaser shall
provide copies of all reports,  studies,  surveys and other data  (collectively,
"Inspection  Reports") obtained as a result of its Inspections to Seller, unless
otherwise  directed  in  writing  by  Seller  as to some  or all the  Inspection
Reports.

      4. SELLER'S TITLE TO THE PROPERTY

      At the Closing,  Seller shall  convey to Purchaser  fee simple  marketable
title to the Property,  subject only to the Permitted Exceptions (as hereinafter
defined)  and any liens or  encumbrances  caused  by  Purchaser  or  Purchaser's
Representatives.

      5. DOCUMENTATION REQUIRED FOR REVIEW PERIOD

      (a) Title Commitment.  Prior to or concurrently with the execution of this
Agreement,  Purchaser shall have ordered a commitment from the Title Company for
an extended  coverage owner's policy of title insurance  together with copies of
all items shown as exceptions to title therein (the "Title Commitment").  Within
five (5) business  days  following the  Effective  Date,  Seller shall deliver a
current as-built ALTA survey  ("Survey") of the Property  prepared by a licensed
engineer,  which  Survey  shall be  sufficient  to provide the basis for an ALTA
owner's policy of title insurance. All matters shown in the Title Commitment and
Survey and any other matter of record with respect to which  Purchaser  fails to
object prior to the  expiration of the Review Period shall be deemed  "Permitted
Exceptions";  provided,  however,  Permitted  Exceptions  shall not  include any
contractor's lien or any monetary lien, except for taxes and special assessments
not yet due and payable and  contractor's  liens and  monetary  liens  caused by
Purchaser or Purchaser's  Representatives,  or any deeds of trust, mortgages, or
other  loan  documents   secured  by  the  Property   (collectively,   "Monetary
Encumbrances").  If any matter not revealed in the Title Commitment or Survey is
discovered  by  Purchaser  or by the  Title  Company  at or  prior  to  Closing,
Purchaser  shall  have  until  the  earlier  of (i)  ten  (10)  days  after  the
Purchaser's  receipt of notice of such new matter,  together with a legible copy
of any such new  matter,  or (ii) the Date of  Closing,  to provide  Seller with
written  notice of its  objection  to any such new matter (an  "Objection").  If
Seller  does not  remove or cure such  Objection  prior to the Date of  Closing,
Purchaser  may  terminate  this  Agreement,  in which case the Deposit  shall be
returned  to  Purchaser  and neither  party  shall have any  further  obligation
hereunder,  except for the Post-Closing  Obligations referred to in Section 12.1
hereof,  or Purchaser can waive the Objection and complete Closing without claim
against Seller or deduction or set-off  against the Purchase  Price.  Except for
Monetary Encumbrances,  Seller shall not be obligated to remove any Objection or
other matter  which would be  disclosed  by an accurate  title search or survey.
Seller shall be deemed to have removed a Monetary Objection if the Title Company
is  willing  to omit a  Monetary  Objection  or to insure  Purchaser's  title as
provided  herein  with  affirmative  insurance  against  loss by  reason of such
Monetary Objection, at no extra charge to Purchaser.


                                       2
<PAGE>

            (b) Copies of Plans and Other  Information.  Seller  promptly  shall
deliver to or make reasonably  available to Purchaser,  the following materials,
documents and information,  to the extent the same are in Seller's possession or
control (excluding draft documents and legally privileged  materials):  (i) all,
if any, architectural,  engineering or construction contracts then in effect and
not  fully  performed  with  respect  to  any  of  the  Land  or  Building  (the
"Improvement  Contracts");  (ii) property tax and assessment  bills and complete
files on any ongoing tax protest  proceedings and any tax abatements relating to
the  Property;  (iii)  all  environmental  reports  and  assessments  (including
asbestos and lead paint),  and  engineering  consultants'  reports  prepared for
Seller  or  Seller's  Lender;  (iv)  copies  of all  plans,  specifications  and
architectural drawings for the Improvements; (v) a complete file with respect to
all pending  litigation  (including any condemnation)  affecting the Property or
any litigation  threatened in writing (including  condemnation)  known to Seller
and  affecting the  Property;  and (vi) a schedule of all licenses,  permits and
certificates  of  occupancy  for the  Property  currently in effect and known to
Seller, together with copies thereof and all amendments thereto to the extent in
Seller's possession (collectively, the "Due Diligence Materials").

            (c) Lease. Within three (3) business days of the date hereof, Seller
shall  deliver to  Purchaser  copies of all Leases  currently  in effect for the
Property.

            (d) Purchaser's Access.  Purchaser shall give not less than 24 hours
verbal  notice to Seller  prior to any entry upon the Land or  Building  for the
purpose of conducting  any such  inspections,  and such entry shall be scheduled
and coordinated  with Seller and shall be subject to the rights of tenants under
their respective leases. At Seller's election,  a representative of Seller shall
be present during any entry by any of Purchaser's  Representatives upon the Land
or Building for conducting said walk-through inspections. Access to the Land and
Building by Purchaser's  Representatives shall be subject to the requirements of
any permits, codes, regulations, rules, laws, statutes and other requirements of
any governmental  body, agency or authority having  jurisdiction.  Purchaser and
Purchaser's  Representatives  shall not unreasonably  interfere with the ongoing
operations  occurring at the Building or the adjacent sites during the course of
performing any such walk-through inspections.

      6. SELLER'S AND PURCHASER'S REPRESENTATIONS

            6.1  Seller's  Representations.  Seller  represents  and warrants to
Purchaser  that the  following  are true,  accurate  and complete as of the date
hereof and, subject to Section 6.2 below, will be true, accurate and complete as
of the Closing Date:

            (a)  Authority of Seller.  Seller is a  corporation  duly  organized
validly  existing and in good  standing  under the laws of the State of New York
and is  qualified  to do business  in the State of New  Jersey.  Seller has full
power and authority to enter into this Agreement and to perform its  obligations
under this Agreement. Seller's execution, delivery of and performance under this
Agreement are undertaken  pursuant to authority  validly and duly conferred upon
Seller and the signatories  hereto. This Agreement is a legal, valid and binding
obligation of Seller, enforceable against Seller in accordance with its terms.

            (b) No Breach of  Agreements.  Seller's  execution of this Agreement
and the  consummation  of the  transaction  evidenced  by this  Agreement do not
violate  Seller's  certificate of  incorporation or any agreement or contract to
which  Seller  is a  party  or  which  affects  the  Property,  nor to  Seller's
knowledge,  any law,  statute or ordinance which is binding upon the Property or
Seller.

            (c) Nonforeign  Status.  Seller is not a "foreign person" as defined
in Section 1445 of the Internal  Revenue Code of 1954, as amended.  Seller shall
deliver to Purchaser at closing a Certificate  of Nonforeign  Status in the form
attached hereto as Exhibit B.

            (d) No Violation  of Zoning and Other Laws or Private  Restrictions.
Seller has not  received  written  notice  that (i) the  Property  violates  any
building code,  building or use restriction,  subdivision law, zoning ordinance,
or any other governmental or quasi-governmental rule or regulation affecting the
Land or Building which has not been entirely corrected, and (ii) the Property or
the current use of the  Property  violates  any private  covenant,  restriction,
easement or encumbrance affecting the Land or Building.

            (e) Eminent Domain. To Seller's knowledge,  no written notice of any
pending  or  contemplated   eminent  domain  or  condemnation  of  the  Land  or
Improvements or any portion thereof has been issued.


                                       3
<PAGE>

            (f)  Leases.  Exhibit  C  attached  hereto  is a true,  correct  and
complete  listing of all Leases  (including  the New Lease (as defined  herein))
that affect the Property.  To the best of Seller's  knowledge,  Seller is not in
default (beyond  applicable cure periods) under any of the Leases and all Leases
are currently in full force and effect.

            (g) Utility Services. Seller has no actual knowledge of, and has not
received  any written  notices of, any  potential  stoppage or  interruption  of
utility services serving the Building.

            (h) Seller's Lease  Obligations.  No brokerage,  finders or referral
fees or  commissions  of any kind or  nature  shall  become  due or  payable  by
Purchaser in connection with any Leases entered into by Seller.

            (i) No Defaults.  To Seller's  knowledge,  no default,  violation or
breach  under any  covenant,  condition,  restriction,  right of way,  easement,
mortgage,  deed of trust, lien or license affecting the Property, or any portion
thereof, that is to be performed or complied with by Seller currently exists and
Seller has not received any written notice claiming that a default, violation or
breach any of the foregoing exists.

            (j) No Actions. There are no actions, suits, proceedings,  or claims
pending, or to Seller's knowledge,  threatened in writing, with respect to or in
any manner  affecting the Property which would be binding on or could be brought
against or  otherwise  affect  Purchaser  or which  would  prevent  Seller  from
satisfying its obligations under this Agreement.

            (k)  Hazardous  Materials.  To  Seller's  knowledge,  Seller has not
received  any written  notice from the United  States  Environmental  Protection
Agency or any other federal, state or local governmental authority,  any tenant,
adjacent  landowner or other party alleging that the Property is in violation of
any  applicable   Environmental  Laws  or  contains  any  Hazardous   Materials.
"Hazardous Materials" shall mean any asbestos, flammable substances, explosives,
radioactive materials, PCB-laden oil, hazardous waste, pollutants, contaminates,
toxic  substances,  pollution  or  related  materials  specified  as such in, or
regulated under any federal, state or local laws, ordinances, rules, regulations
or policies  governing use,  storage,  treatment,  transportation,  manufacture,
refinement,  handling,  production or disposal of such materials  (collectively,
"Environmental Laws"), including, without limitation to Section 9601 of Title 42
of the United States Code.

            (l)  Financial  Information;  Bankruptcy.  Seller,  (i)  is  not  in
receivership or dissolution,  (ii) has not made an assignment for the benefit of
creditors or admitted in writing its  inability to pay its debts as they mature,
(iii) has not been  adjudicated  a  bankrupt  or filed a petition  in  voluntary
bankruptcy or a petition or answer seeking reorganization or an arrangement with
creditors under the Federal bankruptcy laws or any similar law or statute of the
United  States or any  jurisdiction  and no such petition has been filed against
Seller,  and  (iv)  to its  knowledge,  none of the  foregoing  are  pending  or
contemplated.

      Each of the representations  and warranties  contained in this Section 6.1
is  acknowledged  by Seller to be material and to be relied upon by Purchaser in
proceeding with this transaction.  As used in this Agreement,  the terms "to the
best of Seller's  knowledge,"  "to  Seller's  knowledge,"  "known to Seller" and
phrases of similar meaning shall mean the actual, as distinguished from implied,
imputed or  constructive,  knowledge of James N. Fernandez and Patrick B. Dorsey
(the  "Designated  Persons"),  without inquiry or investigation or duty thereof,
without  attribution  to the Designated  Persons of facts and matters  otherwise
within the personal  knowledge  of any other  officers or employees of Seller or
third parties,  and  excluding,  whether or not actually known by the Designated
Persons, any matter actually known to Purchaser or its agents at the time of the
Closing.

            6.2 Limitation of Liability. Purchaser agrees that in the absence of
an intent on the part of Seller to fraudulently  conceal or fraudulently mislead
Purchaser,  Seller  shall  not be  liable  for any  breach  of any  warranty  or
misrepresentation,  Closing shall not be postponed and the Purchase  Price shall
not be reduced,  if and to the extent  Purchaser has actual  knowledge  that the
warranty or  misrepresentation  is  incorrect  prior to  Closing,  or Seller has
provided  Purchaser with written notice  received by Purchaser  prior to Closing
that such warranty or  representation  is incorrect;  provided that in the event
any warranty or  representation  is incorrect in a material  respect,  Purchaser
shall have the right to elect not to close this  transaction  and may  terminate
this  Agreement by written  notice to Seller in which event the Deposit shall be
returned to Purchaser and Seller shall be solely  responsible for payment of all
cancellation  charges of the escrow and any title order, and except for the Post
Termination   Obligations  neither  party  shall  have  any  further  obligation
hereunder.  If Purchaser  does not so terminate this  Agreement,  then Purchaser
shall be deemed to have accepted such  representation or warranty subject to the
exception  disclosed  in  writing  by  Seller  or  based on  Purchaser's  actual
knowledge,  in which case such representation or warranty shall be modified,  as
appropriate, so as to be true and correct when remade at Closing.

            6.3  Survival of  Warranties.  All of Seller's  representations  and
warranties  in this  Agreement  shall  be  deemed  given  as of the date of this
Agreement,  and shall (subject to Section 6.2) be updated in a certificate to be
provided  to  Purchaser  at and as of the  Closing  Date.  All of the  aforesaid
representations  and warranties  shall survive the closing of this  transaction;
provided,  however,  that any claim for any misrepresentation or breach shall be
deemed to have been waived unless  Purchaser  notifies Seller in writing of such
claim for  misrepresentation  or breach  within  twelve  (12)  months  after the
Closing,  provided,  further:  (a) any claim by  Purchaser  shall be  limited to
direct,   out  of  pocket  losses  incurred  by  Purchaser  as  a  result  of  a
misrepresentation  or breach of warranty,  and  Purchaser  waives all claims for
incidental,  consequential  or other damages;  (b) Purchaser waives and shall be
barred from bringing any claim based on any alleged  misrepresentation or breach
of warranty where the damages asserted to have been caused thereby do not exceed
Twenty-Five  Thousand  Dollars  ($25,000) in the aggregate,  and (c) the maximum
liability of Seller for all  misrepresentations  and breaches of warranty in the
aggregate shall not exceed One Million Dollars ($1,000,000).


                                       4
<PAGE>

            6.4 As Is. The  transaction  contemplated by this Agreement has been
negotiated between Seller and Purchaser, reflects the mutual agreement of Seller
and  Purchaser,  and  Purchaser  has the right to  conduct  its own  independent
examination  of the Property.  Other than the matters  expressly  represented in
this  Agreement,  Purchaser  has not relied upon and will not rely upon,  either
directly  or  indirectly,  any  representation  or  warranty of Seller or of any
officer,  director,  employee, agent or attorney of Seller, and Purchaser hereby
acknowledges that no such  representations  or warranties have been made. Except
as otherwise  expressly  provided herein,  Seller  specifically  disclaims,  and
neither  Seller nor any of Seller's  affiliates  nor any other person is making,
any  representation,  warranty or  assurance  whatsoever  to  Purchaser,  and no
warranties  or  representations  of any kind or  character,  either  express  or
implied,  are made by Seller or of any  officer,  director,  employee,  agent or
attorney of Seller or relied  upon by  Purchaser  with  respect to the status of
title to or the maintenance,  repair, condition,  design or marketability of the
Property,  or any portion thereof,  including but not limited to (a) any implied
or express  warranty of  merchantability  or  marketability,  (b) any implied or
express warranty of fitness for a particular purpose, (c) any implied or express
warranty  of  conformity  to models or samples of  materials,  (d) any rights of
Purchaser under appropriate  statutes to claim diminution of consideration,  (e)
any claim by Purchaser for damages because of defects, whether known or unknown,
with respect to the  improvements  or the personal  property,  (f) the financial
condition or prospects of the Property and (g) the compliance or lack thereof of
the Property with governmental regulations,  including,  without limitation, any
environmental laws, now existing or hereinafter enacted or promulgated, it being
the express  intention of Seller and  Purchaser  that,  except as expressly  set
forth in this  agreement,  the  Property  will be conveyed  and  transferred  to
Purchaser in its present condition and state of repair,  "as is" and "where is,"
with all  faults.  Upon  Closing,  subject  to the  express  provisions  of this
Agreement,  Purchaser will assume the risk that adverse matters,  including, but
not limited to, adverse physical and environmental conditions, may not have been
revealed  by  Purchaser's  inspections  and  investigations.  Purchaser  further
acknowledges  and  agrees  that  there  are no oral  agreements,  warranties  or
representations  collateral to or affecting the Property by Seller, any agent of
Seller or any third  party.  Seller is not  liable or bound in any manner by any
oral or written  statements,  representations  or information  pertaining to the
Property furnished by any real estate broker, agent, employee,  servant or other
person,   unless  the  same  are  specifically   set  forth  herein.   Purchaser
acknowledges  that the Purchase  Price  reflects the "as is, where is" nature of
this sale and any faults, liabilities, defects or other adverse matters that may
be associated with the Property.  Purchaser, with Purchaser's counsel, has fully
reviewed the disclaimers and waivers set forth in this Agreement and understands
their  significance  and agrees that the  disclaimers  and other  agreements set
forth herein are an integral part of this  Agreement,  and that Seller would not
have agreed to sell the Property to Purchaser for the purchase price without the
disclaimers and other agreements set forth in this Agreement.

            6.5  Representations  of Purchaser.  Purchaser  hereby  warrants and
represents to Seller that  Purchaser has the full right,  power and authority to
purchase the Property as provided  herein and to execute,  deliver and carry out
all of the  provisions  of this  Agreement.  The  execution and delivery of this
Agreement  and any other  documents  required  of  Purchaser  hereunder  and the
performance and observance of all of their terms, conditions and obligations and
their execution by the signatories  thereto have been or will be duly authorized
by all  necessary  action of  Purchaser  and do not  violate  any  agreement  or
contract to which Purchaser is a party, nor to Purchaser's  knowledge,  any law,
statute, ordinance or court order which is binding upon Purchaser.  Purchaser is
a limited  partnership  validly  formed and duly  organized and existing in good
standing  under the laws of the State of  Delaware.  This  Agreement is a legal,
valid and binding  obligation of  Purchaser,  enforceable  against  Purchaser in
accordance with its terms.  Purchaser's  representations  and warranties  herein
shall be deemed to be restated at Closing and shall survive Closing.

      7. CONDITIONS TO CLOSING

            7.1  Purchaser's  Conditions.  Purchaser's  obligation to close this
transaction  is  subject  to the  full  satisfaction  of each  of the  following
conditions:

            (a) Seller's Compliance.  Seller's timely fulfillment of each of its
obligations under this Agreement.

            (b) Material  Condemnation.  The absence of any  condemnation or the
written threat or institution of  condemnation  proceedings  which result in the
taking of any part of the Land, or any  Improvement  on the  Property,  with, in
either case, a value of more than Five Hundred Thousand Dollars ($500,000), or a
reduction in the number of any parking  spaces below the minimum level  required
by law for use by the tenants of the  Building,  or any material  limitation  or
restriction   on  pedestrian  or  vehicular   access  to  and  from  any  public
rights-of-way  adjacent  to the  Land.  If any of  the  foregoing  shall  occur,
Purchaser  may elect to terminate  this  Agreement  by written  notice to Seller
within ten (10) days after the date  Purchaser  receives  written notice of such
occurrence, in which case the Deposit shall be returned to Purchaser and neither
party shall have any further obligation hereunder.  If Purchaser does not timely
elect to terminate  this  Agreement and this  transaction  closes,  the Purchase
Price shall not be reduced and Seller  shall  assign to Purchaser at Closing all
condemnation  awards and  rights to awards  which were not used by Seller to pay
the costs of any  restoration of the Land or  Improvements  necessitated  by the
condemnation or to pay Seller's reasonable  out-of-pocket expenses in connection
therewith.  No termination of this Agreement under this Section shall affect any
Post Termination Obligations.

            (c)  Material  Casualty.  The  absence  of any  material  damage  by
casualty to the  Improvements  which has not been  repaired by the Closing Date.
For the purposes  hereof,  a "material  damage by casualty"  shall be deemed any
damage by fire or other  casualty  which has not been  repaired  and paid for by
Seller by the Closing  Date and for which the  estimated  cost of the  remaining
repairs equals or exceeds Two Million Dollars ($2,000,000).  If the Improvements
suffer  any  material  damage by  casualty,  Purchaser  shall have the right and
option,  as its sole remedy,  to terminate this  Agreement  within ten (10) days
after the date of the casualty or by the Closing, whichever first occurs (unless
Seller restores the Property to its prior condition before the Closing Date). If
the  estimated  cost to repair any damage by casualty as of the Closing  Date is
less than Two Million Dollars  ($2,000,000),  Purchaser shall not have the right
to terminate  this  Agreement.  If Purchaser  does not elect timely to terminate
this  Agreement or does not have the right to  terminate  this  Agreement,  this
transaction  shall close  without  increase or decrease in the  Purchase  Price.
Seller shall proceed to effect such repairs as are reasonably  possible prior to
Closing unless otherwise agreed to in writing by Purchaser,  and Purchaser shall
be entitled at Closing to an assignment of all insurance  proceeds which are not
used  to  pay  the  costs  of  such  repairs  or  to  pay  Seller's   reasonable
out-of-pocket  expenses in connection  therewith (insurance proceeds received by
Purchaser shall be remitted to Seller,  as tenant under the New Lease (hereafter
defined), for repair and reconstruction of the Property). No termination of this
Agreement under this Section shall affect any Post Termination Obligations.


                                       5
<PAGE>

            (d) New Lease.  On the  closing of this  transaction,  Seller  shall
execute and deliver to  Purchaser a lease  agreement  for the  Property  between
Purchaser,  as landlord, and Seller, as tenant, with an effective date as of the
Closing in substantially the form attached as Exhibit C (the "New Lease").

            (e) Guaranty. On the Closing,  Tiffany & Co., a Delaware corporation
("Guarantor"),  shall have executed and delivered to Purchaser a guaranty of the
New  Lease  in  favor  of  Purchaser  as  landlord  under  the  New  Lease,   in
substantially the form attached as Exhibit D (the "Guaranty").

            (f) Legal Opinion.  Seller shall have delivered to Purchaser a legal
opinion from a reputable lawfirm  authorized to practice law in the jurisdiction
in which the  Property is located  that is  reasonable  acceptable  to Purchaser
regarding the due authorization,  execution,  delivery and enforceability of the
New Lease and the Guaranty by Seller and Guarantor, respectively.

            (g) Service Contracts.  Seller shall have terminated all service and
maintenance contracts used by the Seller in the operation of the Improvements in
its capacity as owner (the "Service Contracts") or, alternatively,  Seller shall
provide evidence,  satisfactory to Purchaser, that any and all obligations under
the  existing  Service  Contracts  shall  not be  transferred  to  Purchaser  in
connection with such Closing;

            (h) Management  Agreement.  On or before Closing,  Seller shall have
notified  any manager of the Property  that such  management  agreement  will be
assumed by Seller in its capacity as tenant under the New Lease.

            (i) Association Estoppel.  Written verification that, to the best of
its  knowledge,  there is no  default or event that with the giving of notice or
passage  of time  would  constitute  a  default  by  Seller  under the terms and
provisions  of  the  Declaration  of  Covenants,   Conditions  and  Restrictions
governing the Campus Conservation and Management Association, Inc.

            (j) Title Related Estoppels.  Seller shall provide Purchaser,  at no
cost  to  Purchaser,   any  title  related  estoppels  reasonably  requested  by
Purchaser,  which estoppels shall address such items including,  but not limited
to, the existence of any reverter  rights,  purchase  options,  and/or rights of
first refusal.

            7.2  Seller's   Conditions.   Seller's   obligation  to  close  this
transaction  is  subject to  Purchaser's  fulfillment  of each of the  following
conditions:

            (a) Purchaser's  Compliance.  Purchaser's timely fulfillment of each
of its obligations under this Agreement.

            (b) New  Lease.  At  Closing,  Purchaser  shall  have  executed  and
delivered the New Lease to Seller.

            (c) Legal Opinion.  Purchaser shall have delivered to Seller a legal
opinion from a reputable law firm authorized to practice law in the jurisdiction
in which  the  Property  is  located  that is  reasonably  acceptable  to Seller
regarding the due authorization,  execution,  delivery and enforceability of the
New Lease by Purchaser.

            (d) Purchase Price.  Purchaser shall have paid the Purchase Price at
Closing.

            7.3 Failure of Condition. If any condition to Purchaser's obligation
to close this transaction specified in Section 7.1 is not satisfied on or before
the Closing Date, Purchaser may, at its option, by written notice to Seller, (i)
waive such  condition,  in which case Purchaser  shall complete  Closing without
claim against Seller or reduction in the Purchase  Price, or (ii) terminate this
Agreement and receive a return of the Deposit,  in which case (x) if the failure
of the condition is due to a breach or default by Seller of any  representation,
warranty,  covenant,  obligation or duty of Seller hereunder,  pursue any of its
remedies  under  Section 9.2 hereof,  and (y) if the failure of condition is not
due to a breach or default by Seller as aforesaid,  neither party shall have any
further  liability  hereunder,  provided that the Post  Termination  Obligations
shall survive any such termination.  If any condition to Seller's  obligation to
close this  transaction  specified in Section 7.2 is not  satisfied on or before
the Closing  Date,  Seller  shall be entitled  only to the remedies set forth in
Section 9.1 of this Agreement for Purchaser's breach.


                                       6
<PAGE>

      8. CLOSING

            8.1 Closing Date. Subject to the parties'  termination  rights, this
transaction  shall close five (5) days  following  the  expiration of the Review
Period or on such other date mutually  agreed upon by Seller and Purchaser  (the
"Closing Date").

            8.2 Manner and Place of  Closing.  This  transaction  will be closed
("Closing")  through a deed and money escrow by the Title  Company or its escrow
affiliate  at its  offices in New York,  New York or at such other  place as the
parties may mutually agree to in writing. Closing shall take place in the manner
and in accordance with the provisions set forth in this Agreement.

            8.3 Prorations, Adjustments

            (a) Seller shall pay all real estate transfer taxes assessed against
the transfer of fee simple title to the Land and Improvements.

            (b)  Seller  shall pay all  applicable  sales  and use taxes  levied
against the sale of the Personal Property and Intangible Property, if any.

            (c) All monetary  obligations  under all Service  Contracts shall be
the sole responsibility of Seller.

            (d) Purchaser  shall pay the recording fees for the Deed (as defined
below).

            (e)  Seller  shall pay the  premium  for the Title  Policy  required
hereby and the cost of the Survey required hereby.

            (f) Seller and  Purchaser  shall each pay one-half of the escrow and
"New York  Style"  closing  fees  charged  by the Title  Company  or its  escrow
affiliate.

            (g) At the Closing,  Seller and  Purchaser  shall  execute a closing
settlement   sheet  to  reflect  the  credits,   prorations,   and   adjustments
contemplated by or specifically provided for in this Agreement.

            8.4  Payment  of the  Purchase  Price.  Subject  to the  prorations,
credits  and debits  agreed to herein,  Purchaser  will pay the entire  Purchase
Price and all  additional  sums due from  Purchaser to Seller  hereunder by wire
transfer of immediately available funds in accordance with instructions provided
by Seller at Closing, less (a) the Deposit, which shall be paid by wire transfer
of immediately available funds from the Escrow Agent to Seller at Closing.

            8.5 Events of Closing. At Closing:

            (a) Subject to Section 6.2 above,  Seller  shall  provide  Purchaser
with  a   certificate   signed  by  Seller   updating  and   remaking   Seller's
representations  and  warranties.  To the  extent any such  representations  and
warranties of Seller are given to the best of Seller's  knowledge or to Seller's
knowledge or Seller's actual  knowledge,  such certificate shall be given on the
same basis.

            (b)  Seller  shall  provide   Purchaser  with  the   Certificate  of
Nonforeign Status in the form of Exhibit B attached hereto.

            (c)  Seller  shall  provide  Purchaser  and the Title  Company  with
documents,  reasonably  acceptable  to Purchaser and Title  Company,  evidencing
Seller's authority to enter into and consummate the transaction  contemplated by
this Agreement.

            (d) The  Title  Company  or its  escrow  affiliate  shall  prepare a
settlement  statement  which must be approved by Seller and  Purchaser,  and the
parties shall be charged and credited accordingly.

            (e) Purchaser shall pay the entire Purchase Price,  less the Deposit
which shall be  delivered  to Seller by the Escrow  Agent,  to Seller in cash or
immediately  available  funds,  adjusted  for the  charges,  credits  and escrow
deposits set forth in this Section 8.

            (f) Any liens,  encumbrances  or  judgments  to be paid by Seller at
Closing  pursuant  to  Section  4(a)  shall be paid and  satisfied  of record at
Seller's expense.

            (g) Seller shall execute and deliver to Purchaser a bargain and sale
deed with  covenants  against  grantor's  acts (the "Deed") in the form attached
hereto as Exhibit E conveying to fee simple  marketable title to the Property to
Purchaser, together with any required transfer or conveyance tax returns.

            (h)  Seller   shall   execute  and  deliver  all  other   documents,
certificates,  affidavits,  tax returns and instruments necessary to fulfill all
obligations on Seller's part required to be satisfied as of Closing.

            (i) Seller and Purchaser shall execute and deliver to each other the
New Lease and the Memorandum of Lease in the form attached  hereto as Exhibit F.
The Title Company or its escrow  affiliate  shall record the Deed and Memorandum
of Lease with the  appropriate  recording  office and pay all transfer  taxes in
connection therewith.


                                       7
<PAGE>

            8.6 Possession.  Seller shall deliver  possession of the Property to
Purchaser at Closing,  subject to Seller's rights as tenant under the New Lease.
At Closing,  Seller shall notify all providers under the Service  Contracts that
such contract shall be a direct contract between the service provider thereunder
and Seller, as tenant, under the New Lease.]

      9. DEFAULTS AND FAILURE TO CLOSE

            9.1 Seller's  Remedies.  If Purchaser  willfully refuses to complete
Closing  hereunder as, if and when required  hereunder,  or Purchaser  otherwise
defaults hereunder,  Seller shall have the right to terminate this Agreement, in
which case the Deposit shall be paid to Seller by the Escrow Agent as liquidated
damages for the  Purchaser's  default,  and thereafter the parties shall have no
further  rights  or  liabilities  hereunder  other  than  the  Post  Termination
Obligations.  The parties recognize that Seller will incur expense in connection
with the transactions  contemplated by this Agreement and that the Property will
be removed  from the market and,  further,  that it is extremely  difficult  and
impractical to ascertain the extent of detriment to Seller caused by a breach or
default by Purchaser under this Agreement and the failure of the consummation of
the  transactions  contemplated  by this Agreement or the amount of compensation
Seller should receive as a result of Purchaser's breach or default.  The parties
acknowledge that the amount of the Deposit  represents a reasonable  estimate of
Seller's damages.

            9.2  Purchaser's  Remedies.  If Seller  willfully  refuses to convey
title to the Property at Closing as, when and if required  hereunder,  or Seller
otherwise defaults hereunder ("Seller's Breach") and Purchaser is ready, willing
and able to make all payments due and complete  Closing,  then  Purchaser's only
remedies shall be to: (a) obtain specific  performance of Seller's obligation to
convey title to the Property or (b) terminate and receive return of the Deposit,
together  with  Purchaser's   reasonable   out-of-pocket  expenses  incurred  in
connection  with the transaction  contemplated  by this  Agreement.  In no event
shall Seller be liable to Purchaser for  incidental,  consequential  or punitive
damages.

            9.3  Defaults.  Except for (a) either  party's  wrongful  failure to
deposit any  document  or sum as and when  required by Section 8, and (b) either
party's wrongful  failure to close by the required  Closing Date,  neither party
shall be deemed in  default  under  this  Agreement  unless  such party is given
written  notice of its failure to comply with this  Agreement  and such  failure
continues for a period of five (5) business days  following the date such notice
is given.

      10. CONDUCT OF BUSINESS

            10.1  Contracts.  From the date of this Agreement  until the Closing
Date,  Seller  will  continue to operate the  Property  in  accordance  with its
current  management,  operation  and  practices.  Seller will not enter into any
purchase  contract  obligation  in its  capacity as owner under which  Purchaser
would be obligated  following  the Closing Date unless  Seller first obtains the
written approval of Purchaser, in Purchaser's sole discretion. Seller shall make
as and when due all  payments  required  to be made by Seller  under the Service
Contracts or Improvement Contracts and, upon request by Purchaser,  Seller shall
provide Purchaser with evidence of such payments.

            10.2  Permits.  From the date of this  Agreement  until the  Closing
Date,  Seller  agrees to  maintain  the  existence  of any  licenses  or permits
required for the lawful and proper  operation and occupancy of the Property,  to
file timely all reports,  statements,  renewal  applications  and other  filings
required  in  connection  therewith  and to pay timely  all fees and  charges in
connection therewith that are required to keep such licenses and permits in full
force and effect;  not to violate or expressly  agree to allow  another party to
violate any law, ordinance,  rule or regulation  affecting the Property;  not to
apply for or join in any change in zoning,  platting  or similar  pubic land use
matters related to the Property,  or any laws relating to the Property;  and not
to dispose of or remove or permit to be  disposed  of or removed  any  fixtures,
equipment or personal property owned by Seller constituting part of the Property
unless the same are rendered  obsolete or of no further value, in which case the
same shall be replaced by Seller with similar items of substantially the same or
better  quality and value as the  replaced  items when new and that are free and
clear of any lien or encumbrance or title retention agreement.

            10.3  Leases.  Between  the date of this  Agreement  and the Closing
Date,  Seller  shall  not,  without   Purchaser's  prior  written  consent,   in
Purchaser's sole and absolute  discretion,  (i) renew any Leases, (ii) amend any
Leases,  (iii)  terminate  any Leases or (iv) enter into any  additional  leases
affecting the Property,  including, without limitation, any potential leases for
which  Seller  has  executed  a  letter  of  intent  prior  to the  date of this
Agreement.

            10.4 Property Agreements. Between the date of this Agreement and the
Closing Date, Seller shall not, without  Purchaser's  prior written consent,  in
Purchaser's sole and absolute  discretion,  enter into any easement agreement or
agreement of any nature which would burden the Property.

            10.5  Notification  to  Purchaser.  Until  the  Closing  Date or the
earlier termination of this Agreement,  each party agrees to notify the other in
writing  within five (5) days after  receiving  notice,  or otherwise  obtaining
actual knowledge, of:

            (a) Any fact or event which would make any of the representations or
warranties  of Seller  contained in this  Agreement  untrue or misleading in any
material  respect or which would cause  Seller to be in  violation of any of its
covenants or other undertakings or obligations hereunder.


                                       8
<PAGE>

            (b) Any  violation of any law,  ordinance,  regulation  or law which
would or might materially affect the Property or any portion thereof.

            (c) Any proposed  change in any zoning or law  affecting  the use or
development of the Property or any part thereof.

            (d) Any pending or  threatened  (and  unresolved)  litigation  which
affects  or  relates  to the  Property  or any part  thereof  and would  subject
Purchaser  to  liability  or which would  materially  and  adversely  affect the
transaction contemplated hereby.

            (e) Any material  damage or destruction  (excluding  normal wear and
tear) to the Property or any part thereof.

            (f) Any  pending or  threatened  (and  unresolved)  condemnation  or
eminent domain proceeding affecting the Property or any part thereof.

            (g)  Any  threatened  (and  unresolved)  or  pending  proceeding  in
bankruptcy or insolvency which would  materially  adversely affect the Seller or
Property.

            (h) Any  material  default  under  any of the  Leases,  or any other
agreement  affecting all or any portion of the Property,  or any act or omission
which,  with the  passage  of time or the  giving  of  notice,  or  both,  would
constitute a default.

            (i) Any  written  notice  or other  communication,  from the  United
States  Environmental  Protection  Agency or any other  federal,  state or local
governmental  authority having  jurisdiction over the Property,  with respect to
(i) any alleged violation  concerning the Property of any Environmental Laws; or
(ii) the handling, release, use, discharge, storage or disposal of any Hazardous
Materials at, on or from the Property.

      11. INDEMNIFICATION

            11.1 Seller's  Indemnification.  Seller shall indemnify,  defend and
hold harmless Purchaser from and against any and all claims,  demands, causes of
action, losses, damages,  liabilities,  costs and expenses (including attorneys'
fees and court  costs,  whether suit is  instituted  or not),  asserted  against
Purchaser  by reason of or  arising  out of (i) a breach of any  representation,
warranty  or  covenant  of  Seller  contained  in this  Agreement  or  (ii)  the
ownership,  management,  operation,  maintenance  and/or  repair of the Property
prior to the Closing Date. Seller's indemnification for breach of representation
or warranty is subject to the  limitations  in Section 6.3  notwithstanding  any
provision in this Section to the contrary.

            11.2 Purchaser's Indemnification.  Purchaser shall defend, indemnify
and hold harmless Seller from and against any and all claims, demands, causes of
action, losses, damages,  liabilities,  costs and expenses (including attorneys'
fees and court costs, whether suit is instituted or not) asserted against Seller
by reason of or arising out of  Purchaser's  ownership,  management,  operation,
maintenance  and/or  repair of the  Property  from and after the  Closing  Date.
Purchaser's  indemnification  is not  subject  to the  limitation  on damages in
Section 9.1

            11.3  Survival  of  Indemnifications.  Each of the  indemnifications
contained  in this  Section  shall  survive  for a period of twelve  (12) months
following the Closing.

      12. GENERAL PROVISIONS

            12.1  Post  Termination  Obligations.  The  parties  agree  that (a)
Purchaser's  obligation to restore the Property under Section 3 and to indemnify
Seller under Sections 3 and 12.8 hereof; (b) Seller's and Purchaser's obligation
to maintain the  confidentiality of certain  information  referred to in Section
12.12 hereof (all of such Purchaser's and Seller's obligations being referred to
in this Agreement as the "Post  Termination  Obligations");  and (c) the general
provisions  contained  in this  Section 12, shall all continue in full force and
effect notwithstanding any cancellation,  termination,  expiration or forfeiture
of this  Agreement,  and  Purchaser's  liability,  to the  extent  of such  Post
Termination  Obligations  stated  herein,  shall not be limited as  provided  in
Section 9.1.

            12.2  Assignments  and  Successors.  This Agreement shall be binding
upon and inure to the benefit of the parties and their respective successors and
assigns.  Notwithstanding  the foregoing,  Purchaser may not assign its interest
under this Agreement without the prior written consent of Seller,  which consent
may be granted or withheld  in  Seller's  sole  discretion,  provided,  however,
without Seller's consent,  Purchaser shall have the right to assign its interest
under this Agreement to any entity that is,  directly or indirectly,  controlled
by or under common control with Caplease, LP, provided Caplease and the assignee
shall be jointly and severally liable for the Post Termination Obligations.

            12.3 Notices.  Notices under this Agreement  shall be in writing and
if personally  delivered,  delivered by courier, or telefaxed shall be effective
when  received.  If  mailed,  a notice  shall be deemed  effective  on the third
business day after deposited as registered or certified mail,  postage  prepaid,
return  receipt  requested,  directed to the other  party at the  address  shown
above.  All notices to Seller shall be given to Seller's  address  herein stated
with a copy to Gibbons, Del Deo, Dolan,  Griffinger & Vecchione,  One Riverfront
Plaza, Newark, New Jersey 07102,  Attention:  Russell Bershad, Esq., Telecopier:
(973)  639-6345.  All  notices to  Purchaser  shall be given to the  Purchaser's
address herein stated,  with a copy to Wolf,  Block,  Schorr & Solis-Cohen  LLP,
1650 Arch Street,  Philadelphia,  Pennsylvania 19103 Attention: Helene S. Jaron,
Esq.,  Telecopier:  (215)  405-2938.  Either  party may change its  address  for
notices by at least five (5) days advance written notice to the other.


                                       9
<PAGE>

            12.4  Waiver.  Failure  of  either  party  at any  time  to  require
performance of any provision of this Agreement shall not limit the party's right
to enforce the provision.  Waiver of any breach of any provision  shall not be a
waiver of any  succeeding  breach of the  provision or a waiver of the provision
itself or any other provision.

            12.5 Attorneys'  Fees. In the event any suit or action is instituted
to interpret or enforce the terms of this Agreement,  the prevailing party shall
be  entitled  to recover  from the other party such sum as the court may adjudge
reasonable  as  attorneys'  fees at  trial,  on any  appeal,  in any  bankruptcy
proceeding  and in any  petition  for  review,  in  addition  to all other  sums
provided by law.

            12.6 Prior  Agreements.  This Agreement  supersedes and replaces all
written and oral  agreements  previously  made or existing  between the parties,
including,  without limitation, all correspondence and letters of intent related
to the Property.

            12.7 Applicable Law. This Agreement shall be construed,  applied and
enforced  in  accordance  with the laws of the  State  of New  Jersey.  All sums
referred  to in this  Agreement  shall be  calculated  by and be  payable in the
lawful currency of the United States.

            12.8 Real Estate  Commissions.  Seller agrees to pay any  commission
owed by Seller to JPMorgan  Chase  ("Broker")  pursuant to the terms of any then
effective  agreement  between  Seller and  Broker.  Each party  hereto  shall be
responsible  for all other  commissions  and  finders'  fees to which such party
agreed in writing or for which such party is otherwise  legally liable by virtue
of any  dealings by such party with any broker or finder,  and shall  defend and
indemnify the other party hereto against any and all claims therefor. Each party
represents  and  warrants to the other that it has dealt with no other broker or
finder in connection with this transaction.

            12.9  Legal  Relationships.  This  Agreement  shall not  create  any
partnership,  joint  venture,  or other  joint  undertaking  between  Seller and
Purchaser, and neither party shall be liable for the debts or have the authority
to make any  representations  on behalf of the other. No third party is intended
to be  benefited  or  afforded  any  legal  rights  under or by  virtue  of this
Agreement.

            12.10  Changes in Writing.  This  Agreement and any of its terms may
only be changed, waived, discharged or terminated by a written instrument signed
by the party  against  whom  enforcement  of the change,  waiver,  discharge  or
termination is sought.

            12.11 Indemnified  Parties.  Any  indemnification  contained in this
Agreement  for the benefit of Seller or  Purchaser  shall extend to Seller's and
Purchaser's officers, employees, and agents, respectively.

            12.12  Confidentiality  and Return of Documents.  Prior to acquiring
the Property,  Purchaser shall use and disclose information it obtains about the
Property solely in connection with its purchase evaluation. Seller and Purchaser
shall each maintain as  confidential  any and all materials  obtained  about the
other,  and, in the case of Purchaser,  concerning  the Property,  and shall not
disclose any such  information  to any third party  except (a) to such  parties'
respective  partners,   employees,  agents  and  permitted  assignees,  Property
consultants  and  attorneys;  (b) as required by applicable  law or any court of
competent jurisdiction;  and (c) for any information which is otherwise a matter
of public  record  or  available  from any  non-confidential  source,  provided,
however,  Purchaser shall have the right to make public announcements  regarding
the execution of this Agreement and the pending transaction,  provided Purchaser
shall not disclose the financial  terms (other than the Purchase  Price) of this
transaction in any announcements.

            12.13  Invalidity of Provisions.  In the event any provision of this
Agreement, or any instrument to be delivered by Purchaser at closing pursuant to
this Agreement,  is declared  invalid or is unenforceable  for any reason,  such
provision shall be deleted from such document and shall not invalidate any other
provision contained in the document.

            12.14 Counterparts. This Agreement may be executed simultaneously or
in  counterparts,  each of which shall be deemed an  original,  but all of which
together shall constitute one and the same Agreement.

            12.15 Time of the Essence; Saturday, Sunday and Legal Holidays. Time
is of  the  essence  with  respect  to the  date  and  time  for  all  payments,
performances  and notices in this Agreement,  subject to the next sentence,  and
excluding  Closing.  If any date for payment,  performance  or notice under this
Agreement  falls on a  Saturday,  Sunday  or legal  holiday  of the State of New
Jersey, such payment,  performance or notice shall be made or given, as the case
may be, on the Monday  next  following  a payment,  performance  or notice  date
falling on the immediately prior Saturday or Sunday, or on the day (other than a
Saturday or Sunday) which is not a legal holiday of the State of New Jersey next
following  a payment,  performance  or notice date  falling on a legal  holiday.
Either  party  shall have the right to make time of the  essence  for Closing by
notice to the other side setting a time of the essence date for Closing at least
ten (10) days after the date of the notice (and the parties  waive any objection
that ten  (10)  days  constitutes  insufficient  notice),  which  notice,  to be
effective, shall not be delivered prior to the Closing Date set forth in Section
8.1.


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<PAGE>

            12.16 Additional Documents. Seller and Purchaser agree to deliver to
each other such further  instruments  and/or  documents  as each may  reasonably
request  for the  purpose of  carrying  out and  consummating  the  transactions
contemplated by this Agreement,  provided that such instruments and/or documents
do not  enlarge  Seller's  or  Purchaser's,  as the  case  may  be,  obligations
hereunder,  or decrease  Seller's  or  Purchaser's,  as the case may be,  rights
hereunder.

            12.17 No Recording.  Neither this  Agreement  nor any  memorandum of
this Agreement may be recorded.

                                     * * * *






                                       11
<PAGE>

      IN WITNESS WHEREOF,  the parties have caused this Agreement to be executed
in duplicate as of the day and year first above written.

SELLER:                          TIFFANY AND COMPANY,
                                 a New York corporation


                                 By: /s/ James N. Fernandez
                                     -------------------------------------------
                                     Name:  James N. Fernandez
                                     Title: Chief Financial Officer


PURCHASER:                       CAPLEASE, LP, a Delaware limited partnership

                                 By: CLF OP General Partner, LLC, a Delaware
                                     limited liability company, its general
                                     partner

                                     By: Capital Lease Funding, Inc., a Maryland
                                         corporation, its sole member


                                         By: /s/ Shawn P. Seale
                                             -----------------------------------
                                             Name: Shawn P. Seale
                                             Title: Senior Vice President


                                       12
<PAGE>

ESCROW AGENT HEREBY ACKNOWLEDGES  RECEIPT OF THE DEPOSIT AND AGREES TO HOLD SAME
IN ESCROW PURSUANT TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT.

FIRST AMERICAN TITLE INSURANCE COMPANY OF NEW YORK


By: /s/ Richard Hausman
    ------------------------------------
    Name: Richard Hausman
    Its:  Senior Vice President


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