Exhibit 10.36
                   FIRST AMENDMENT TO OPERATING AGREEMENT
                          OF PARK AT HIGHLANDS LLC


     THIS FIRST AMENDMENT TO OPERATING AGREEMENT OF PARK AT HIGHLANDS LLC
(this "First Amendment") is made as of the 29th day of December, 1995, by and
between AL FELD, an individual ("Feld") and WELLSFORD PARK HIGHLANDS CORP., a
Colorado corporation ("WPHC").



                                  RECITALS


     A.   Feld and WPHC constitute all of the members (collectively, the
"Members") of Park at Highlands LLC, a Colorado limited liability company
(the "Company"), which is governed by that certain Operating Agreement of
Park at Highlands LLC (the "Operating Agreement") dated as of April 27, 1995.

     B.   The Members now desire to amend the Operating Agreement as set
forth herein.

     C.   Capitalized terms not otherwise defined herein shall have the
definitions set forth in the Operating Agreement.


     NOW, THEREFORE, for and in consideration of the above recitals and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Feld and WPHC hereby agree to amend the Operating
Agreement as follows:


     1.   Construction Loan Outside Date.  The Construction Loan Outside Date
as defined in Section 5.2.4 of the Operating Agreement is hereby postponed to
January 5, 1996


     2.   Cost Savings Fee.  The first sentence of Section 7.4 of the
Operating Agreement is hereby deleted in its entirety and the following is
substituted therefor:

          "The Company shall pay Feld at Final Closing a cost
          savings fee equal to twenty-five percent (25%) of cost
          savings, if any."


     3.   Attorneys Fees.  The following paragraph is hereby added to the
Operating Agreement as new Section 19.17 thereof: 
     
     19.17  Attorneys Fees.  Should any party hereto institute any legal
     action or proceeding to enforce any provision of the Operating Agreement
     or for damages by reason of any alleged breach of any provision of the
     Operating Agreement or for any other judicial remedy, the prevailing
     party shall be entitled to receive from the non-prevailing party all
     reasonable attorneys' fees and all court costs in connection with said
     action or proceeding, in addition to any other award.


     4.   Exhibits to Operating Agreement.  The Members hereby agree that the
exhibits listed below, a copy of each of which is attached hereto and
incorporated herein, are hereby attached to and made a part of the Operating
Agreement to the same effect as if each had been fully set forth in the
Operating Agreement at the date it was executed by the Members and that each
of the exhibits attached to this First Amendment is hereby substituted for
and shall supersede the corresponding exhibit attached to the Operating
Agreement, if any:

          Exhibit C Deposit and Contract Administration Agreement

          Exhibit E Description of Infrastructure

          Exhibit F Description of Infrastructure Land

          Exhibit J Property Management Agreement

          Exhibit L Pledge and Security Agreement - Feld to WPHC

          Exhibit M Pledge and Security Agreement - WPHC to Feld

          Exhibit N Description of Plans and Specifications

          Exhibit O Final Project Budget

          Exhibit U Substitution Agreement


     5.   Full Force and Effect.  The Operating Agreement, as specifically
amended herein, is hereby ratified by the Members and shall remain in full
force and effect.


     6.   Counterparts.  This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of
which, when taken together, shall constitute one agreement binding on the
parties hereto, notwithstanding that all the parties may not have signed the
same counterpart.  Signature pages from one counterpart may be removed and
attached to another counterpart to create one fully-executed document.


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<PAGE>

     IN WITNESS WHEREOF, the parties hereto, being all of the Members of the
Company, have executed this Amendment as of the date first written above.





By: /s/ Al Feld
    ____________________________________
     Al Feld



WELLSFORD PARK HIGHLANDS CORP., a
Colorado corporation



By: /s/ Donald D. MacKenzie
    ____________________________________
    Donald D. MacKenzie, Vice President

<PAGE>

                                  EXHIBIT C


                DEPOSIT AND CONTRACT ADMINISTRATION AGREEMENT


     This Deposit and Contract Administration Agreement ("Agreement") is made
as of the 2nd day of May, 1995, by and between THE FELD COMPANY, a Colorado
corporation, located at 4600 S. Ulster Street, Suite 350, Denver, Colorado
80237, and WELLSFORD PARK HIGHLANDS CORP., a Colorado corporation, located at
370 17th Street, Suite 3100, Denver, Colorado 80202 (hereinafter called
"WPHC").

                                  RECITALS

     WHEREAS, The Feld Company and Mission Viejo Company, a California
corporation ("Mission"), previously entered into that certain Second Amended
and Restated Vacant Land Purchase and Sale Agreement on March 23, 1995 (the
"Purchase Agreement") for the purchase of approximately 182 acres of
unimproved real property in Douglas County, Colorado, being more particularly
described as Lots 1 through 5, Highlands Ranch Filing No. 126-A (the
"Property"); and

     WHEREAS, by an Assignment and Assumption Agreement of even date
herewith, The Feld Company, in consideration of the sum of $300,000 paid to
it by WPHC, has assigned to WPHC all of its right, title and interest in (i)
the Purchase Agreement, and (ii) that certain earnest money deposit in the
amount of $300,000 (the "Deposit") previously paid to Mission in accordance
with the terms of the Purchase Agreement; and

     WHEREAS, by an Assignment and Assumption Agreement of even date
herewith, WPHC has assigned all of its rights and obligations pursuant to the
terms and provisions of the Purchase Agreement with respect to the purchase
of "Phase I," as that term is defined in the Purcha se Agreement, to the Park
at Highlands LLC, a Colorado limited liability company ("PAH"); and

     WHEREAS, The Feld Company and WPHC now desire to enter into a new
agreement to document the rights and obligations of The Feld Company and WPHC
with respect to the funds being deposited with WPHC pursuant to the terms of
this Agreement.

                                  AGREEMENT

     NOW, THEREFORE, the parties hereto, in consideration of the mutual
covenants herein contained, and respectively expressing the intention to be
legally bound hereby, covenant and agree as follows:

     1.   Receipt and Acknowledgement.  WPHC hereby acknowledges the receipt
of the sum of $150,000 from The Feld Company, which will be held by WPHC, and
governed by the terms of this Agreement.

     2.   Reimbursement.

          a.   WPHC may sell or assign its interest in the Purchase
     Agreement, with respect to the Property, or any part thereof, to an
     entity jointly owned by Al Feld and/or The Feld Company and Wellsford
     Residential Property Trust ("Wellsford") or an entity owned by Wellsford
     ("Approved Entity") for any reason whatsoever. If however, WPHC sells or
     assigns its interest in the Purchase Agreement, with respect to the
     Property or any part thereof, to any person or entity that does not
     qualify as an Approved Entity, then WPHC shall, within five business
     days from the execution of such sale or assignment, pay The Feld Company
     the sum of $150,000.

          b.   If all or any portion of the Deposit is credited by Mission
     towards the purchase price of all or any portion of the Property, then
     WPHC shall pay 50% of the amount so credited by Mission, to The Feld
     Company within five business days following the receipt of such credit
     by WPHC.

          c.   If all or any portion of the Deposit is returned to WPHC by
     Mission, for any reason whatsoever, then WPHC shall pay 50% of the
     amount so returned to The Feld Company within five business days
     following WPHC's receipt thereof.

          d.   If the Deposit is not returned or credited by Mission to WPHC,
     then neither party shall be liable to the other for reimbursement of the
     Deposit or any portion thereof, except as set forth in paragraph 2.a.
     hereof.

     3.   Right of First Offer.  If The Feld Company is not in default under
any agreements with WPHC or its affiliates, and if WPHC decides not to
purchase any of Phases II, III, IV or V, as defined in the Purchase
Agreement, WPHC agrees to notify The Feld Company at least 150 days before
the scheduled closing of such Phase, and The Feld Company shall have 90 days
to obtain another source of acquisition and development financing and to
present an offer to WPHC to acquire the subject parcel. If The Feld Company
fails to present an offer acceptable to WPHC in WPHC's sole discretion, WPHC
shall have no obligations to The Feld Company with respect to such parcel.

     4.   Entire Agreement. This is the entire agreement between the parties
and there are no other terms, obligations, covenants, representations,
statements or conditions, oral or otherwise, of any kind whatsoever. Any
agreement hereafter made shall be ineffective to change, modify, discharge or
effect an abandonment of this Agreement in whole or in part unless such
agreement is in writing and signed by the party against whom enforcement of
the change, modification, discharge or abandonment is sought.

     5.   No Further Obligations.  The parties have no obligations or
liabilities of any nature or kind to the other party with respect to the
Deposit or the Purchase Agreement, except as expressly set forth in this
Agreement. WPHC shall have exclusive control over the Purchase Agreement, as
it relates to Phases II, III, IV and V, as described therein, and The Feld
Company has no interest whatsoever in the Purchase Agreement with respect to
Phases II, III, IV and V, except for any rights set forth in this Agreement.
None of the provisions of this Agreement constitute or create any agreement
or obligation by either party to (i) enter into a joint venture, partnership,
corporation, limited liability company or any other arrangement with the
other party, or to negotiate in good faith with respect to the same; (ii) to
enter into any agreements, or to negotiate in good faith with respect to the
same; (iii) to purchase or develop the Property, or any portion thereof; or
(iv) to act in any manner whatsoever, unless expressly provided for in this
Agreement or otherwise reduced to a definitive written agreement, executed by
the parties. The parties acknowledge and agree that they have no obligations
with respect to Phases II, III, IV and V, as described in the Purchase
Agreement.

     6.   Miscellaneous.

          a.   Successors and Assigns.  This Agreement shall be binding upon
     and shall inure to the benefit of the parties hereto and their
     respective heirs, executors, administrators, legal representatives,
     successors and permitted assigns.

          b.   Governing Law.  This Agreement shall be governed by and shall
     be construed and interpreted in accordance with the laws of the State of
     Colorado.

          c.   Notices.  All notices, consents, approvals or other
     communications which any of the parties to this Agreement may desire or
     may be required to give hereunder shall be in writing and shall be given
     by registered or certified mail, return receipt requested, postage
     prepaid, or by personal delivery, delivery by courier, or by confirmed
     telecopy or facsimile transmission, addressed as follows:

               If to The Feld Company:  The Feld Company
                                   4600 South Ulster Street
                                   Suite 350
                                   Denver, Colorado  80237
                                   Fax:  303-721-9418

               and to:             __________________________________
                                   __________________________________
                                   __________________________________
                                   __________________________________
                                   Fax:  ____________________________

               If to WPHC:         Wellsford Park Highlands Corp.
                                   370 17th Street, Suite 3100
                                   Denver, Colorado  80202
                                   Fax:  303-595-7799
                                   Attn:  Don MacKenzie

               and to:             Wayne H. Hykan, Esq.
                                   Brownstein Hyatt Farber &
                                     Strickland, P.C.
                                   410 17th Street, Suite 2200
                                   Denver, Colorado  80202
                                   Fax:  303-623-1956

Any such notice to WPHC or The Feld Company shall be deemed to be given,
received, and effective three days after such notice has been deposited in
the United States mail, addressed as aforesaid, or when personally delivered
to and received by the specified parties. All addresses for notices under
this Agreement shall be located within the United States of America.

     7.   Counterparts.  This Agreement may be executed in counterparts.

     8.   Costs of Legal Proceedings.  In the event that either party
institutes legal proceedings with respect to this Agreement or the
transaction contemplated hereby, the prevailing party shall be entitled to
recover its costs and expenses incurred in connection with such legal
proceedings, including, without limitation, reasonable attorneys' fees. The
terms of this paragraph shall survive the termination of this Agreement.

     9.   Liability of WPHC.  No officer, director or shareholder of WPHC
shall be bound by or have any personal liability hereunder or under any
document, agreement, understanding or arrangement relating to this
transaction.  The parties to this Agreement shall look solely to the assets
of WPHC for satisfaction of any liability of WPHC in respect of this
Agreement and all documents, agreements, understandings and arrangements
relating to this transaction and will not seek recourse or commence any
action against any of the directors, officers or shareholders of WPHC or any
of their personal assets for the performance or payment of any obligation
hereunder or thereunder.  The foregoing shall also apply to any and all
future documents, agreements, understandings, arrangements and transactions
between the parties hereto.

<PAGE>

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

THE FELD COMPANY:

THE FELD COMPANY, a Colorado corporation


By:  /s/ Al Feld
     ___________________________________
     Al Feld, President


WPHC:

WELLSFORD PARK HIGHLANDS CORP.,
a Colorado corporation


By:  /s/ Donald D. MacKenzie
     ___________________________________
     Donald D. MacKenzie
     Vice President



<PAGE>

                                  EXHIBIT E

                        DESCRIPTION OF INFRASTRUCTURE


The following Description of Infrastructure uses substantially the same
categories as those in the Infrastructure Improvement Agreement.  The
Aggregate of these categories comprises the Infrastructure for the Master
Development.

1.   Overlot Grading.  This includes rough grading for the Infrastructure
     Land and some of the fine grading for the park.

2.   Willows Water Line.  This category includes the engineering and physical
     relocation of a 30 inch Willows Water District water line as well Quebec
     Street paving associated with the relocation.

3.   Main Recreational Center & Grounds.  This is the main recreational
     facility for the Master Development.  All apartment phases will share
     its use.  The rec center building will contain approximately 30,000
     square feet and house a gym with exercise equipment, basketball court,
     racquet ball court(s) and leasing offices.  The rec center grounds are
     expected to feature a pool & spa, volleyball court, tennis court(s),
     pond and parking.

4.   Water and Sewer Systems, Temporary Access Road.  Included here is the
     main water and sewer system that will serve the Master Development. 
     Additional water and sewer systems will be constructed with each
     apartment phase and are not part of the Infrastructure.  This category
     also includes building of a temporary road that will be used as
     construction access.

5.   Entryway/Guardhouse/Paving.  The main access/entry for the Master
     Development is from South Quebec Street.  At this entry there will be
     entry monuments, gates, walls and a guardhouse.  Paving for the entry
     and loop road (the entry and loop roads collectively comprise Tract A of
     the Infrastructure Land) is also included as part of this category.

6.   Public Utilities.  A telephone distribution system will be installed
     around the loop road which will be joint trenched with gas, electric and
     cable TV facilities.  Some or all of the above facilities may be
     installed by parties unrelated to the Company.

7.   Park Improvements.  Tract B of the Infrastructure Land will be
     landscaped and improved with a softball diamond, soccer field, golf
     putting area and other similar improvements.

8.   Glen Eagles Entry.  A future entry for the Master Development may be
     needed to provide with ingress/egress.  It is contemplated that this
     access would be from Glen Eagles Drive at the southern boundary of the
     Master Development.  This category will include entry monuments, gates
     and associated road improvements.

9.   Professional Services and Miscellaneous.  This category includes various
     professional services associated with the development all Infrastructure
     components.  It includes architectural design, interior design of the
     Main Rec Center, landscape design, civil engineering, soils
     engineering/testing, and legal services associated with closing the
     Infrastructure Land and any ongoing document review.  Field supervision,
     general labor and other miscellaneous items, necessary for construction
     of all Infrastructure components, are also included in this category. 
     This category also includes building the construction yard compound
     which serves as a staging/storage area for the Master Development.
<PAGE>

                                  EXHIBIT F

                     DESCRIPTION OF INFRASTRUCTURE LAND

Lot 1B, Tract A and Tract B, Highlands Ranch Filing No. 126-A, 1st Amendment
as recorded at Reception No. 9560621
in the records of the Douglas County Clerk and Recorder's Office,
County of Douglas, State of Colorado

Lot 1B is the land on which the main recreational center will be situated to
service the Master Development.

Tract B is the land on which the main park will be situated to service the
Master Development.

Tract A is the land on which both the main access road and loop road will be
constructed to provide ingress and egress to the Master Development.  The
loop road will encircle Lot 1B and Tract B. The main access road will
directly adjoin South Quebec Street.
<PAGE>

                                  EXHIBIT J

                           PARK AT HIGHLANDS, LLC
                        PROPERTY MANAGEMENT AGREEMENT


     This agreement (the "Agreement") is executed on the ____ day of
December, 1995 by and between PARK AT HIGHLANDS, LLC ("Owner"), and THE FELD
COMPANY, a Colorado corporation ("Manager").

     FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which is hereby acknowledged, Owner and Manager mutually agree as follows:

1.   APPOINTMENT OF MANAGER

     On and subject to the terms and conditions of this Agreement, Owner
     hereby retains Manager commencing on January 1, 1996 (the "Commencement
     Date") to manage and lease on behalf of Owner the following properties
     (individually or collectively the "Property"): Blue Ridge at Palomino
     Park, Highlands Ranch, Colorado.

2.   TERM

     This Agreement shall commence on the Commencement Date and, subject to
     Section 8 below, shall expire on the "Termination Date" (as defined
     below). "Termination Date" shall mean the earlier of Final Closing or
     Removal of Feld as defined in the Operating Agreement of Park at
     Highlands, LLC dated as of April 27, 1995 ("Operating Agreement").

3.   MANAGEMENT FEES

     In consideration of the performance by the Manager of its duties and
     obligations hereunder, the Owner shall pay to the Manager a management
     fee equal to 2.5 % of "Gross Operating Revenues" (as defined below)
     payable the last day of each calendar month with respect to that
     calendar month. Manager shall submit to Owner an invoice detailing the
     calculation of the management fee each month. "Gross Operating Revenues"
     means the actual monthly cash collections from the customary operations
     of the Property consisting of rental and vending machine receipts,
     forfeited deposits, late charges, rent claim settlements net of any
     collection fees, lease termination or modification payments and other
     operating receipts, excluding applicable sales tax and refundable
     deposits; Gross Operating Revenues shall not include any revenues from
     condemnation or casualty proceeds, from the sale of any personal or real
     property of Owner or from any source other than the customary operations
     of the Property. Manager shall submit to Owner's or Owner's accounting
     agent an invoice detailing the calculation of the management fee each
     month.

4.   AUTHORITY AND RESPONSIBILITIES OF MANAGER

     4.01 Independent Contractor.  In the performance of its duties
     hereunder, the Manager shall be and act as an independent contractor,
     with the sole duty to supervise, manage, operate, control and direct
     performance of the details of its duties incident to the specified
     duties and obligations hereunder, subject to the rights of the Owner, as
     described herein. Nothing contained in this Agreement shall be deemed or
     construed to create a partnership, joint venture, employment
     relationship, or otherwise to create any liability for one party with
     respect to indebtedness, liabilities or obligations of the other party
     except as otherwise may be expressly set forth herein.

     4.02 Standard of Care.  Manager shall perform its duties and obligations
     in a professional, competent, businesslike and efficient Manager as
     would a first class property manager of apartment projects similar to
     the Property.

     4.03 Depository Account.  Manager shall open, for the benefit of Owner,
     a special, separate, FDIC insured, interest bearing account in a savings
     institution identified by Owner (the "Depository Account") upon which
     the only persons with signatory authority shall be the following
     employees of Owner:  Jeffrey Lynford, Chairman; Ed Lowenthal, President;
     and Gregory Hughes, Vice President. The Depository Account shall be the
     sole and exclusive property of the Owner, and Manager shall have no
     interest (legal or equitable) therein. Owner shall have the right to
     change the signatories to the Depository Account in its sole discretion.

     4.04 Business Plan.

          (a)  Manager shall prepare and present to Owner in the computer
     model and word processing and spreadsheet software approved by Owner,
     within thirty days of the Commencement Date and prior to November 15 of
     each year thereafter during the term of this Agreement, an annual
     business plan for the following calendar year, which once approved by
     Owner shall be the business plan governing the management of the
     Property (the "Business Plan").

          (b)  Manager shall include in the Business Plan the following:

              (i)   a twelve-month operating budget, using Owners' chart of
                    accounts (see Schedule B) for the following calendar
                    year, which once approved by Owner, shall be the budget
                    ("Budget");

             (ii)   a 5-year budget for planned improvements based on a
                    detailed annual physical inspection of the Property
                    completed by Marlager;

            (iii)   a preventative maintenance plan for the Property
                    outlining the management plan to minimize long term
                    operating costs and to avoid deferred maintenance;

             (iv)   a marketing plan for the Property, including print and
                    other forms of advertising, use of apartment locators and
                    promotional activities and apartment pricing;

              (v)   market surveys;

             (vi)   tenant selection criteria to be used in the selection of
                    prospective tenants, including appropriate references,
                    income and credit history;

            (vii)   a copy of Manager's current policies and procedures which
                    shall include the following:

                    (x) an environmental compliance plan outlining policies
                    and procedures for managing the disposal or storage of
                    hazardous materials and toxic substances (such plan shall
                    require that the Property shall not be the source of a
                    release or dispose of any hazardous materials or toxic
                    substances except as may be incidental to the operation
                    of an apartment project (e.g. cleaning supplies,
                    fertilizers, paint); and

                    (y) a legal compliance plan of actions necessary to
                    comply with all "Applicable Laws" (as defined below).
                    "Applicable Laws" shall mean any and all statutes,
                    ordinances, laws, rules, regulations, orders and
                    requirements of any federal, state or municipal
                    government, and appropriate departments, commissions,
                    boards and officers having jurisdiction over the use,
                    maintenance or operation of the Property, including
                    without limitation (A) laws prohibiting discrimination
                    based on race, religion, national origin, color, gender,
                    disability, age, sexual preference or any other
                    classification, (B) employment laws of any kind or
                    description, (C) laws regarding tenant security deposits,
                    (D) laws regarding the storage, release, and disposal of
                    hazardous materials, petroleum products, and toxic
                    substances, (E) laws and orders relating to the use of
                    minority business enterprises, to the extent any such
                    laws and orders are applicable in the performance of work
                    or furnishing of services, materials, equipment or
                    supplies hereunder, and (F) all orders and requirements
                    of local board of fire underwriters, or any other body
                    which may hereafter exercise similar functions including
                    any and all forms, reports and returns required by law to
                    be filed with any governmental authority in connection
                    with the use, maintenance or operation of the Property;
                    and

           (viii)   any other information, plan, survey, policies or
                    procedures as Owner may request.

          (c)  The Business plan shall be approved by the Owner before
     implementation. All actions outlined in the Business Plan shall be
     implemented by Manager on behalf of and at the expense of Owner, subject
     to the limitations on expenses enumerated in the Budget.  The Budget
     shall be Manager's guideline for Owner's expectations of rental rates;
     however, Manager shall be expected to continually test new rental levels
     and to make adjustments with prompt notification to Owner as the market
     shall permit or require. The Business Plan in conjunction with the
     Budget shall constitute a major control under which Manager shall
     operate, and Manager shall submit a report to Owner setting forth the
     reasons for any variance therefrom as required under Owner's policies
     and procedures attached hereto, and made a part hereof, as Schedule B
     ("Owner's Policies and Procedures ").

     4.05 Leasing. Collection of Rents. etc.

          (a)  Manager shall use its best efforts consistent with the
     standard of care set forth herein to lease apartment units, retain
     residents and maximize Gross Operating Revenues.

          (b)  Manager shall sign apartment leases on behalf of Owner in its
     capacity as property manager hereunder. Manager shall only sign leases
     in the form of lease approved by Owner and subject to Owner's Policies
     and Procedures. Manager shall not enter into any lease which has a term
     greater than 24 months. Manager shall attach as a rider to all leases
     the text as presented in Schedule A. Manager shall investigate tenant
     references and tenant credit histories and shall select tenants in
     accordance with tenant selection criteria outlined in the Business Plan,
     and shall apply resident selection criteria fairly to all prospective
     tenants. Manager shall not discriminate against or segregate any person
     or group of persons on account of race, color, religion, creed, sex,
     national origin, age, or disability in leasing or managing the Property
     nor shall Manager permit any such practice or practices of
     discrimination or segregation with reference to the selection, location,
     number, use, or occupancy of tenants. Manager shall assess the leasing
     practices on a regular basis to assure that no such practices of
     discrimination are occurring on the Property. Manager shall report any
     such incidents or claims of discrimination to Owner immediately.

          (c)  Manager shall collect rents, security deposits and other
     charges payable by tenants in accordance with the tenant leases, and
     shall collect income due Owner with respect to the Property from all
     other sources, and shall deposit all such income received immediately
     upon receipt in the Depository Account for each Property

          (d)  Manager shall, at Owner's expense, subject to limits set
     forth in the Budget and the Business Plan, terminate leases, evict
     tenants, institute and settle suits for delinquent payments as Manager
     deems advisable. In connection therewith, Manager may, at Owner's
     expense and subject to the limitations on expenses enumerated in the
     Budget, consult and retain legal counsel.

     4.06 Repair. Maintenance and Service.

          (a)  Manager shall, at Owner's expense and subject to the
     limitations set forth in the Budget and the Business Plan, maintain the
     Property in good repair and condition.

          (b)  In name of Owner and subject to the other terms and
     conditions of this Agreement, Manager in its capacity hereunder shall
     execute contracts for water, electricity, gas, telephone, television,
     vermin or pest extermination and any other services which are necessary
     to properly maintain the Property. Manager shall include in any such
     contracts the text in Schedule A. Manager shall, in Owner's name and at
     Owner's expense, hire and discharge independent contractors for the
     repair and maintenance of the Property and shall include in any such
     contract the text as presented in Schedule A. Other than leases, Manager
     shall not, without the prior written consent of the Owner, enter into
     any contract in name of Owner which may not be terminated with 30 days
     notice. Manager shall act at arms length with all contractors and shall
     employ no affiliated entities without Owner's prior written consent.
     Notwithstanding the foregoing, Owner shall have the right to require
     Manager to use certain contractors and suppliers for any service,
     supply, maintenance, repair or utility for the Property, including
     cable, landscaping or security service.

     4.07 Manager's Employees.

          (a)  Manager shall have in its employ at all times a sufficient
     number of employees to enable it to professionally manage the Property
     in accordance with the terms of this Agreement. Owner shall have the
     right to require that Manager have a minimum or maximum number of
     employees at the Property and to approve or require the removal or
     replacement of any employee working at the Property. Manager shall
     prepare, execute and file all forms, reports and returns required by
     Applicable Laws. All payroll costs for on-site employees shall be at
     Owner's expense. All matters pertaining to the employment and
     supervision of such employees shall be the sole responsibility of the
     Manager, which in all respects shall be the employer of such employees,
     and Owner shall have no liability with respect to such matters.
     Notwithstanding the foregoing, Manager shall not, without consent of
     Owner, transfer any employee from the Property to a similar on-site
     position at a property in the area managed by Manager on behalf of a
     third party.

          (b)  Manager shall employ at its sole expense a regional manager
     to oversee the operations of the Property who shall frequently, but not
     less than bi-weekly, visit the Property performing inspections and
     providing guidance and training to the on-site staff. The assignment of
     this regional manager to oversee the Property shall be approved by
     Owner. The regional manager's supervision of more than seven (7)
     properties including the Property or other considerations may be cause
     for Owner to withhold or rescind said approval.

          (c)  Manager shall maintain, at Owner's expense, workers
     compensation (or other private insurance acceptable to Owner) for all
     on-site employees at limits not less than the statutory amount. Manager
     shall prepare, execute and file all forms, reports and returns required
     by Applicable Laws.

     4.08 Insurance.

          (a)  Manager shall, at its sole cost and expense, procure and
     maintain in full force and effect, throughout the existence of this
     Agreement, policies of insurance as detailed below in subsection (b), on
     which Owner shall be named insured. These policies shall be issued by an
     insurance company licensed to do business in the state in which the
     Property is located with an AM Best rating of A-, V or better. Manager
     shall be covered under such policies for its indemnity obligations
     hereunder subject to the limits set forth below. Manager shall promptly
     furnish to Owner certificates of insurance acceptable to Owner as
     evidence of the insurance coverage required hereunder. Manager shall
     obtain a written obligation on the part of each insurance carrier to
     notify Owner at least 30 days prior to any cancellation or material
     change of any such policy.

          (b)  The following policies of insurance shall be procured and
     maintained by Manager:

               1.   Employer's liability insurance in an amount not less than
          $250,000 per occurrence.

               2.   Blanket crime coverage, including employee dishonesty and
          depositor's forgery endorsements, protecting Manager against
          fraudulent or dishonest acts of its employees, whether acting alone
          or with others, with limits of liability of not less than $25,000
          per Property, not to exceed $100,000 in aggregate if more than one
          Property is managed, on which Owner shall be loss payee.

               3.   Professional liability insurance covering the activities
          of Manager written on a "claims made" basis with limits of at least
          $1,000,000 with a maximum deductible of $10,000. Any loss within
          the deductible shall be borne by Manager. Coverage shall be
          maintained in effect during the period of the Agreement and for not
          less than two (2) years after termination of the Agreement.

     4.09 Reports.  Manager shall prepare and send to Owner reports in
     accordance with Owner's Policies and Procedures, including, i) monthly
     status report (Owner's form); ii) monthly statements approved by Manager
     showing all receipts and disbursements; iii) an accompanying letter
     explaining any significant events at the Property, as well as any
     variances from budget in excess of +/- 10% on any operating statement
     detailed item; iv) planned improvement logs (Owner's form); v) market
     study; vi) copies of significant incident reports; and vii) other
     analyses as should from time to time be reasonably requested by Owner.

     4.10 Operating Expenses.

          (a)  Manager shall cause the Property to incur proper operating
     expenses in exercising its authority and performing all of its duties
     and obligations hereunder. Manager shall use reasonable efforts to
     minimize such expenses by obtaining competitive pricing on all services
     and obtaining at least three bids on major expenditures. Manager shall
     use reasonable efforts to comply with the limitations on expenditures
     set forth in the Budget. Manager shall obtain Owner's prior written
     consent before incurring on behalf of Owner any single expenditure in
     excess of two thousand five hundred dollars ($2,500) excluding utility
     bills and other normal and recurring expenses included in the Budget,
     except in an emergency in which case Manager may incur expenses
     reasonably necessary to protect life and property. Manager shall notify
     Owner of any such emergency expenses as soon as practicable after they
     are incurred.

          (b)  Manager shall timely request payment by Owner of all proper
     costs and expenses incurred by the operation of the Property as
     contemplated herein. All costs for which payment is requested shall be
     coded by the on-site manager in accordance with Owner's standard chart
     of accounts, attached in Schedule B. Manager shall not request payment
     of invoices to itself other than for the following items: i) the cost of
     sending Property related material by overnight courier at Owner's
     request, ii) forms and other items ordered in bulk by Manager and used
     by the Property, iii) third-party payroll processing, and iv) the
     Management Fee. Manager shall not request payment of any invoices,
     whether to itself or a third party, marked-up above cost. Manager is not
     required to monitor or request payment for taxes, escrows or debt
     service, which costs Owner will monitor and pay.

     4.11 Legal Proceeding and Compliance with Applicable Laws.

          (a)  Manager shall promptly notify Owner in writing of the service
     of any legal process upon Manager (although Manager is not authorized to
     accept service of process on behalf of the Owner), or the occurrence of
     any casualty loss, injury or damage on or about the Property;

          (b)  Manager shall fully comply with all Applicable Laws in
     connection with this Agreement, the performance of its obligations
     hereunder, its own operations and its hiring, discharge and retention of
     employees. Manager shall perform, on behalf and upon approval of Owner
     and at Owner's expense, all such acts in and about the Property which
     shall be reasonably necessary to comply with Applicable Laws.

     4.12 Policies and Procedures.

          (a)  Manager shall maintain files of all original documents
     relating to leases, vendors and all other business of the Property in an
     orderly fashion at the Property, which files shall be the property of
     Owner and shall at all times be open to Owner's inspection.

          (b)  Manager shall comply with the policies and procedures
     attached hereto as Schedule B. Owner may periodically make alterations
     to these policies and procedures and will provide such updates to
     Manager.

5.   RESPONSIBILITIES OF OWNER

     5.01 Accounting.  Owner shall provide accounting services for the
     payment of all proper expenses of the Property, and shall provide to
     Manager all accounting reports necessary for Manager to discharge its
     obligations hereunder by the 5th of each month or the next subsequent
     business day.

     5.02 Liability.  Owner shall maintain sole and primary public liability
     and property damage insurance with respect to occurrences on or about
     the Property, with liability limits of not less than $1,000,000 per
     person and per occurrence, and excess liability with limits of not less
     than $10,000,000, and rental income insurance, and naming the Manager as
     an additional insured. Owner shall maintain such fire, hazard and other
     insurance in such amounts as are proper in judgment of Owner. The
     maintenance of fire, hazard and other insurance shall be the sole
     responsibility of Owner and not Manager.

6.   INDEMNIFICATION

     6.01 Indemnification of Owner.  The Manager shall indemnify, defend and
     hold harmless Owner against any and all liabilities, costs, expenses,
     damages, penalties, interest, injuries and obligations, including
     reasonable attorneys' fees ("Claims") incurred by Owner as a result of
     (a) any act by Manager outside the scope of its authority hereunder, (b)
     any act or failure to act constituting negligence, misconduct, fraud or
     breach of this Agreement, (c) Claims made by current or former employees
     or applicants for employment arising from hiring, supervising or firing
     same, or (d) any act by Manager, its employees, agents or contractors in
     violation of any Applicable Law.

     6.02 Indemnification of Manager.  Owner shall indemnify and hold
     harmless Manager against any and all Claims incurred by Manager as a
     result of acts of Manager made within the scope of its authorities,
     excluding, however, (a) Claims which arise from the negligence,
     misconduct, fraud or breach of this Agreement by Manager, (b) Claims
     made by current or former employees or applicants for employment arising
     from hiring, supervising or firing of same, or (c) any act by Manager,
     its employees, agents or contractors in violation of any Applicable Law.

     6.03 General Provisions.  The provisions of this Section shall survive
     the termination of this Agreement.

7.   DEFAULTS

     7.01 Manager's Event of Default.  Manager shall be deemed to be in
     default hereunder upon the happening of any of the following ("Manager's
     Event of Default"):

          (a)  The failure by Manager to keep, observe or perform any
     covenant, agreement, term or provision of this Agreement to be kept,
     observed or performed by Manager relating to any of the Properties, and
     such default shall continue, in full or in part, for a period of ten
     (10) days after written notice thereof by Owner to Manager, including
     without limitation, the following:

               (i)  failure to make any payment or perform any financial
                    obligation required hereby;

              (ii)  failure to prepare and present a complete Budget or
                    Business Plan as required hereby;

             (iii)  failure to collect Gross Operating Revenue as required
                    hereby;

              (iv)  failure to deposit Gross Operating Revenue due Owner as
                    required hereby;

               (v)  failure to maintain the Property as required hereby;

              (vi)  an act or omission of Manager in violation of any
                    Applicable Law; or

             (vii)  failure to comply with Owner's Policies and Procedures.

          (b)     Notwithstanding paragraph (a), the occurrence of any of
     the following shall be a Manager's Event of Default and Manager shall
     not have the right to cure such action:

               (i)  The request by Manager of payment of any invoice, whether
                    to itself or a third party, marked-up above cost as
                    prohibited herein.

              (ii)  The aggregate operating expenses excluding real estate
                    taxes and improvements as reported for any Property on an
                    accrual basis shall:

                    (x)  in any consecutive three-month period exceed by 10%
                         or more the aggregate amount included in the Budget
                         for those same expenses for such three-month period;
                         or

                    (y)  in any one-month period exceed by 20% or more the
                         amount included in the Budget for those same
                         expenses for such month.

             (iii)  The failure by Manager to meet the standard of care set
                    forth herein for the performance of its duties at any of
                    the Properties.

          (c)  The making of a general assignment by Manager for benefit of
     its creditors, the filing by Manager with any bankruptcy court of
     competent jurisdiction of a voluntary petition under Title 11 of U.S.
     Code, as amended from time to time, the filing by Manager of any
     petition or answer seeking any reorganization, arrangement, composition,
     readjustment, liquidation, dissolution, or similar relief under any
     present or future federal or state act or law relating to bankruptcy,
     insolvency, or other relief for debtors, Manager being the subject of
     any order for relief issued under such Title 11 of the U.S. Code, as
     amended from time to time, or the dissolution or liquidation of Manager;
     and

          (d)  The misapplication or misappropriation of funds held by
     Manager in trust for Owner.

          (e)  Any default of Al Feld under the Operating Agreement.

          (f)  Removal of Al Feld under the Operating Agreement.

     7.02 Remedies of Owner.  Upon the occurrence of a Manager's Event of
     Default, Owner shall be entitled (i) to terminate in writing this
     Agreement effective as of the dale designated by Owner (which may be the
     date Upon which notice is given), and/or (ii) to pursue any remedy at
     law or in equity, including without limitation, specific performance.
     All of Owner's rights and remedies shall be cumulative.

     7.03 Owner's Event of Default.  Owner shall be deemed to be in default
     hereunder (an "Owner's Event of Default") if Owner shall fail to keep,
     observe or perform any covenant, agreement, term or provision of this
     Agreement to be kept, observed or performed by Owner, and such default
     shall continue for a period of thirty (30) days after written notice
     thereof by Manager to Owner, or if such default cannot be cured within
     such thirty (30) day period, then such additional period as shall be
     reasonable, provided Owner commences to cure such default within such
     thirty (30) day period and proceeds diligently to prosecute such cure to
     completion.

     7.04 Remedies of Manager.  Upon the occurrence of an Owner's Event of
     Default, Manager shall be entitled (i) to terminate in writing this
     Agreement effective as of the date designated by Owner which is at least
     10 days after receipt of such notice of termination by Owner, and/or
     (ii) to pursue an action for the actual compensatory damages incurred by
     Manager. Manager expressly agrees that termination and monetary damages
     are its sole rights and remedies with respect to an Owner's Event of
     Default and Owner expressly waives and releases the right to seek
     equitable relief, including specific performance or injunctive relief,
     and to sue for any consequential or punitive damages.

8.   TERMINATION RIGHTS

     8.01 Expiration of Term.  If not sooner terminated, this Agreement shall
     terminate on the expiration of its term set forth in Section 2 hereof.

     8.02 Termination by Owner Upon Manager Event of Default.  Upon a Manager
     Event of Default, Owner may terminate this Agreement as specified in
     Section 7.02 hereof.

     8.03 Termination by Manager Upon Owner Event of Default.  Upon an Owner
     Event of Default, Manager may terminate this Agreement as specified in
     Section 7.04 hereof.

     8.04 Termination by Owner.  Upon removal of Feld under the Operating
     Agreement this agreement shall terminate.

     8.05 Termination Upon Sale of the Property.  If the Property is sold,
     conveyed or transferred during the term hereof, this Agreement shall
     terminate.

     8.06 Termination After Initial Term.  If the parties hereto agree to
     continue this Agreement after the initial term hereof, Owner shall then
     be entitled to terminate this Agreement upon thirty (30) days written
     notice.

     8.07 Effect of Termination Upon Payment of Fees.  Upon the termination
     of this Agreement for any reason, Manager shall be entitled to its
     earned, but unpaid fees, for the period prior to the termination.
     Manager shall not be entitled to any fees relating to the period after
     the date of termination of this Agreement; provided that in the case of
     termination by Owner pursuant to Section 8.04, Manager shall be entitled
     to actual, compensatory damages as specified in Section 7.04.

     8.08 Delivery of Property Upon Termination.  Immediately after
     termination of this Agreement for any reason, Manager shall deliver to
     or as directed by Owner all funds, checks, keys, lease files, books and
     records and other Confidential Information to Owner. Immediately after
     termination, Manager shall leave the Property and cause its employees to
     leave the Property without causing any damage thereto. Under no
     circumstances shall any default by Owner give rise to any lien on the
     Property or give rise to a right of Manager to stay on the Property
     after the date of termination without the express consent of Owner.

     8.09 Effect of Termination on Park at Highlands. LLC.  The termination
     of this Agreement shall not affect or impair the rights and remedies of
     the parties to the Operating Agreement of Park at Highlands, LLC under
     such Operating Agreement, including any right of a party to receive
     fees, compensation or distributions under such Operating Agreement.

9.   CONFIDENTIALITY

     9.01 Preservation of Confidentiality.  In connection with the
     performance of obligations hereunder, Manager acknowledges that it will
     have access to "Confidential Information" (as defined below). Manager
     shall treat such Confidential Information as proprietary to Owner and
     private, and shall preserve the confidentiality thereof and not
     disclose, or cause or permit its employees, agents or contractors to
     disclose, such Confidential Information. Notwithstanding the foregoing,
     Manager shall have the right to disclose Confidential Information if and
     to the extent it is required by legal process or by operation of law to
     disclose any Confidential Information. "Confidential Information" shall
     mean the books, records, business practices, methods of operations,
     computer software, financial models, financial information, policies and
     procedures, and other information relating to Owner and the Property
     (including any such information relating to the Property generated by
     the Manager) which are not available to the public.

     9.02 Property Right in Confidential Information.  All Confidential
     Information shall remain the property of Owner and Manager shall have no
     ownership interest therein.

10.  SURVIVAL OF AGREEMENT

     All indemnity obligations set forth herein, all obligations to pay
     earned and accrued fees and expenses, all confidentiality obligations,
     and all obligations to perform and duties accrued prior to the date of
     termination shall survive the termination of this Agreement.

11.  ENFORCEMENT OF AGREEMENT

     This Agreement, its interpretation, performance and enforcement, and the
     rights and remedies of the parties hereto, shall be governed and
     construed by and in accordance with the law of the State in which the
     Property is located. If any action at law or in equity is brought to
     enforce or interpret the provisions of this Agreement, the prevailing
     party shall be entitled to recover reasonable costs, including
     attorney's fees, incurred to maintain such action, from the prevailing
     party.

12.  ASSIGNMENT

     Manager shall not sell, assign or otherwise transfer by operation of law
     or otherwise all or any part of its rights or obligations under this
     Agreement. Owner may assign this Agreement to a successor owner of the
     Property.

13.  NOTICES

     Any notice required by this Agreement shall be deemed to be delivered
     when delivered, if delivered by overnight courier, personal delivery or
     registered or certified mail, return receipt requested, addressed to the
     parties at the following addresses or such changed address as such party
     may fix by notice thereof:

     If to Owner:   Park at Highlands, LLC
                    c/o Wellsford Residential Property Trust
                    370 17th Street, Suite 3100
                    Denver, CO  80202
                    Attention:  Gareth Y. Hudson
                                Vice President

     If to Manager: The Feld Company
                    4600 S. Ulster Street Parkway, Suite 350
                    Denver, CO  80237
                    Attention: Mr. Al Feld - President

14.  MISCELLANEOUS

     14.01     Captions.  The captions of this Agreement are inserted only
     for the purpose of convenient reference and do not define, limit or
     prescribe the scope or intent of this Agreement or any part hereof.

     14.02     Schedules.  Each schedule attached hereto forms a material
     part of this Agreement and is incorporated herein by reference.

     14.03     Modifications and Changes.  This Agreement cannot be changed
     or modified except by another agreement in writing, signed by the
     parties sought to be charged therewith.

     14.04     Entire Agreement.  This Agreement embodies the entire
     understanding of the parties, and there are no further agreements or
     understandings, written or oral, in effect between the parties relating
     to the subject matter hereof.

     EXECUTED as of the date set forth above.

OWNER:                             MANAGER:

PARK AT HIGHLANDS, LLC             THE FELD COMPANY
                                   a Colorado corporation


By:_________________________________  By:___________________________________
                                      Name:_________________________________
                                      Title:________________________________
<PAGE>

                             INDEX TO SCHEDULES

Schedule A - Attachment to All Contracts Executed by Manager on Behalf of
Owner

Schedule B - Owner's Policies and Procedures to be Followed by Manager.
<PAGE>

                                 SCHEDULE A

This Agreement and all documents, agreements, understandings and arrangements
have been executed or entered into by ________________________________ as
agent of Wellsford Residential Property Trust (the "Company") which has been
formed as a Maryland real estate investment trust pursuant to a Declaration
of Trust dated as of July 10, 1992, as amended, and not individually, and
neither the trustees, officers or shareholders of the Company shall be bound
or have any personal liability hereunder or thereunder.  All persons dealing
with the Company shall look solely to the assets of this Agreement and all
related documents, agreements, understandings and arrangements and will not
seek recourse or commence any action against any of the trustees, officers or
shareholders of the Company or any of their personal assets for the
performance or payment of any obligation hereunder or thereunder. The
foregoing shall also apply to any future documents, agreements,
understandings, arrangements and transactions between the parties hereto.

<PAGE>

                                 SCHEDULE B

          OWNER'S POLICIES AND PROCEDURES TO BE FOLLOWED BY MANAGER


<PAGE>

                                  EXHIBIT L

                 PLEDGE AND SECURITY AGREEMENT - FELD TO WPHC


     THIS PLEDGE AND SECURITY AGREEMENT (this "Agreement") is made as of the
27th day of April, 1995, by AL FELD, an individual, having an address of 4600
South Ulster Street, Suite 350, Denver, Colorado 80237 ("Pledgor"), for the
benefit of WELLSFORD PARK HIGHLANDS CORP., a Colorado corporation, having an
office at 370 Seventeenth Street, Suite 3100, Denver, Colorado  80202
("Pledgee").

                                  RECITALS 

     A.   Pledgor is the Manager and a Member of Park at Highlands LLC, a
Colorado limited liability company (the "Limited Liability Company"), which
Limited Liability Company is governed by its Operating Agreement dated as of
April 27, 1995 (the "Operating Agreement"), by and between Pledgee and
Pledgor.

     B.   Pledgee is also a Member in the Limited Liability Company.

     C.   In order to secure the full payment and performance by Pledgor of
all of Pledgor's obligations under the Operating Agreement, as such Operating
Agreement may be now or hereafter amended, modified or restated (said
obligations under the Operating Agreement are hereinafter referred to as the
"Obligations"), Pledgor is entering into this Agreement for the benefit of
Pledgee.

                                  AGREEMENT

          NOW, THEREFORE, in consideration of the recitals, covenants and
agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:

     1.    Definitions.  

          a.   "Collateral" shall mean:

               (i)  All of Pledgor's right, title and interest in the
          ownership interests of Pledgor in Limited Liability Company,
          whether now owned or hereafter acquired, including, without
          limitation, its Interest (as defined in the Operating Agreement) in
          the Limited Liability Company, the right of Pledgor, if any, to any
          benefits to which Pledgor may be entitled pursuant to the Operating
          Agreement or the Colorado Limited Liability Company Act, Colo. Rev.
          Statutes Sections 7-80-101 to 7-80-913, as amended from time to
          time (the "Act"), and Pledgor's right to receive payments, fees,
          distributions and allocations under or in connection with the
          Operating Agreement (whether as Member or as Manager), as such
          Operating Agreement may be modified or extended from time to time
          with the consent of the Pledgee; and

               (ii)  All proceeds, whether cash proceeds or noncash
          proceeds, and products of any and all of the foregoing.

          b.   "Event of Default" shall mean an event of default described
in Section 8 herein.

     2.   Pledge of Collateral and Grant of Security Interest. Pledgor does
hereby unconditionally and irrevocably assign, pledge, convey, transfer,
deliver, set over and grant unto Pledgee, its successors and assigns, as
security for Pledgor's complete and timely payment and performance of the
Obligations, a continuing first lien security interest under the Uniform
Commercial Code of the State of Colorado in the Collateral.  Pledgor hereby
further grants to Pledgee all rights in the Collateral as are available to a
secured party of such collateral under the Uniform Commercial Code of the
State of Colorado (being the principal place of business of Pledgor and the
location of Pledgor's residence) and, concurrently herewith, shall deliver to
Pledgee duly executed UCC-1 financing statements suitable for filing in the
State of Colorado with respect to the Collateral.

     3.   Delivery to Pledgee.

          a.   Pledgor agrees to execute and to use its best efforts to
cause all other necessary parties, and any successors and assigns thereof, to
execute and deliver to Pledgee such other agreements, instruments and
documentation as Pledgee may reasonably request from time to time to effect
the conveyance, transfer, and grant to Pledgee of  Pledgor's right, title and
interest in and to the Collateral as security for the Obligations.

          b.   Concurrently with the execution of this Agreement, Pledgor
has caused each of the Members of the Limited Liability Company, other than
Pledgee, to execute the Consent to Security Interest and Agreement in the
form attached hereto as Schedule A (the "Consent") evidencing the consent of
the Members to the assignment of Pledgor's Limited Liability Company
interests and their agreement to be bound by Section 4 of this Agreement, and
Pledgor covenants to execute, if required by Pledgee, an amendment to the
Operating Agreement in such form as Pledgee may reasonably require to reflect
the substitution of Pledgee in place of Pledgor as Manager of the Limited
Liability Company upon the occurrence of an Event of Default.  Pledgor
further agrees to execute and to cause the other Members of the Limited
Liability Company to execute and deliver to the Pledgee such other
agreements, instruments and documentation as Pledgee may reasonably request
from time to time to effectuate the conveyance, transfer, assignment and
grant to Pledgee of all of Pledgor's right, title and interest in and to the
Collateral and to evidence the substitution of the Pledgee in place of
Pledgor as Manager in the Limited Liability Company.

     4.   Proceeds and Products of the Collateral.

          a.   Notwithstanding any of the foregoing, unless and until there
occurs an Event of Default, Pledgee agrees to forbear from exercising its
right to receive all benefits pertaining to the Collateral (except as
otherwise permitted under the Operating Agreement), and Pledgor shall be
permitted to exercise all rights and to receive all benefits of the
Collateral, including, without limitation, the right to exercise all voting,
approval, consent and similar rights of Pledgor pertaining to the Collateral,
payments due under, proceeds, whether cash proceeds or noncash proceeds, and
products of the Collateral and to retain and enjoy the same.

     b.   Pledgor acknowledges and agrees with Pledgee, that unless Pledgee
otherwise consents, in Pledgee's sole discretion, Pledgor shall not exercise
any voting, approval, consent or other rights with respect to the Collateral
at any time after (i) the occurrence of an Event of Default and (ii) receipt
of notice from Pledgee instructing Pledgor not to exercise any such voting,
approval, consent or other rights with respect to the Collateral, provided,
however, that Pledgor shall exercise any such right it may have under the
agreements comprising the Collateral with respect to the business affairs of
the Limited Liability Company as is reasonably necessary to protect and
preserve the Collateral.
 
     c.   Upon or at any time after the occurrence of an Event of Default,
Pledgee, at its option, to be exercised in its sole discretion by written
notice to Pledgor, may exercise all rights and remedies granted under this
Agreement, including, without limitation, the right to require the obligors
under the Collateral to make all payments due under and to pay all proceeds,
whether cash proceeds or noncash proceeds, and products of the Collateral to
Pledgee.  Upon the giving of any such notice, the security constituted by
this Agreement shall become immediately enforceable by Pledgee, without any
presentment, further demand, protest or other notice of any kind, all of
which are hereby expressly and irrevocably waived by Pledgor.  Pledgor hereby
authorizes and directs each respective obligor under the agreements
constituting the Collateral, that upon receipt of written notice from Pledgee
of an Event of Default by Pledgor hereunder, to assign, set over, transfer,
distribute, pay and deliver any and all Collateral or said payments, proceeds
or products of the Collateral to Pledgee, at such address as Pledgee may
direct, at such time and in such manner as Collateral and such payments,
proceeds and products of the Collateral would otherwise be distributed,
transferred, paid or delivered to Pledgor.  The respective obligors under the
agreements constituting the Collateral shall be entitled to conclusively rely
on such notice and make all such assignments and transfers of the Collateral
and all such payments with respect to the Collateral and pay all such
proceeds and products of the Collateral to Pledgee and shall have no
liability to Pledgor for any loss or damage Pledgor may incur by reason of
said reliance.

     5.   No Assumption.  Notwithstanding any of the foregoing, whether or
not an Event of Default shall have occurred, and whether or not Pledgee
elects to foreclose on its security interest in the Collateral as set forth
herein, neither the execution of this Agreement, receipt by Pledgee of any of
Pledgor's right, title and interest in and to the Collateral and the
payments, proceeds and products of the Collateral, now or hereafter due to
Pledgor from any obligor of the Collateral, nor Pledgee's foreclosure of its
security interest in the Collateral, shall in any way be deemed to obligate
Pledgee to assume any of Pledgor's obligations, duties or liabilities under
the Collateral or any agreements constituting the Collateral, as presently
existing or as hereafter amended, or under any and all other agreements now
existing or hereafter drafted or executed (collectively, the "Pledgor's
Liabilities"), unless Pledgee otherwise agrees to assume any or all of
Pledgor's Liabilities in writing.  In the event of foreclosure by Pledgee of
its security interest in the Collateral, Pledgor shall remain bound and
obligated to perform the Pledgor's Liabilities to the extent required under
the Operating Agreement, and Pledgee shall not be deemed to have assumed any
of the Pledgor's Liabilities, except as provided in the preceding sentence. 
In the event the entity or person acquiring the Collateral at a foreclosure
sale elects to assume the Pledgor's Liabilities, such assignee shall agree to
be bound by the terms and provisions of the applicable agreement.

     6.   Indemnification.  Pledgor hereby agrees to indemnify, defend and
hold Pledgee, its successors and assigns harmless from and against any and
all damages, losses, claims, costs or expenses (including without limitation,
reasonable attorneys' fees) and any other liabilities whatsoever that Pledgee
or its successors or assigns may incur by reason of Pledgor's failure to
comply with the terms and conditions of this Agreement or by reason of any
unpermitted assignment of Pledgor's right, title and interest in and to any
or all of the Collateral.

     7.   Representations, Warranties and Covenants.  In addition to the
representations made by Pledgor in the Operating Agreement, Pledgor makes the
following representations and warranties, and Pledgor covenants and agrees to
provide written notices to Pledgee within ten (10) days after Pledgor becomes
aware that any of the following is no longer true and correct and to perform
diligently all acts reasonably necessary to maintain or restore the truth and
correctness, in all material respects, of the following:

          a.   Pledgor acknowledges that the Operating Agreement and any
     other agreements constituting the Collateral, currently are in full
     force and effect and have not been amended or modified, except by
     Pledgor and Pledgee in writing.

          b.   Pledgor has the full right and title to its interest in the
     Collateral and has the full power, legal right and authority to pledge,
     convey, transfer and assign such interest.  None of the Collateral is
     subject to any existing assignment, claim, lien, pledge, transfer or
     other security interest of any character, or to any attachment, levy,
     garnishment or other judicial process or to any claim for set-off,
     counterclaim, deduction or discount.  Pledgor shall not, without the
     prior written consent of Pledgee, which consent may be granted or denied
     in Pledgee's sole discretion, further convey, transfer, set over or
     pledge to any party any of its interests in the Collateral.  Pledgor
     agrees to (i) warrant and defend its title to the Collateral and the
     security interest created by this Agreement against all claims of all
     persons, and (ii) maintain and preserve the Collateral and such security
     interests.

          c.   The pledge of the Collateral pursuant to this Agreement
     creates a valid first priority security interest in the Collateral,
     securing the performance of the Obligations, which security interest
     shall be perfected upon the filing of the UCC-1 Financing Statements
     referred to in Paragraph 2 of this Agreement.
 
          d.   Pledgor's Social Security Number is: ###-##-####, and
     Pledgor's principal residence is located at One Dexter Street, Denver,
     Colorado 80220.

          e.   Pledgor agrees that it shall not, without at least thirty
     (30) days' prior written notification to Pledgee, move or otherwise
     change its place of residence.

          f.   To the best knowledge of Pledgor, neither the execution and
     delivery of this Agreement by Pledgor nor the consummation of the
     transactions herein contemplated nor the fulfillment of the terms hereof
     (i) violate the terms of any agreement, indenture, mortgage, deed of
     trust, equipment lease, instrument or other document to which Pledgor is
     a party, or (ii) conflict with any law, order, rule or regulation
     applicable to Pledgor or any court or any government, regulatory body or
     administrative agency or other governmental body having jurisdiction
     over Pledgor or its properties, or (iii) result in or require the
     creation or imposition of any lien (other than the first priority lien
     of Pledgee in the Collateral contemplated hereby).

          g.   No consent or approval which has not been obtained prior to
     the date hereof of any other person or entity and no authorization,
     approval or other action by, and no notice to or filing with any
     governmental body, regulatory authority or securities exchange, was or
     is necessary as a condition to the validity of the pledge hereunder of
     the Collateral and such pledge is effective to vest in the Pledgee the
     rights of Pledgee in the Collateral as set forth herein. 

          h.   Pledgor shall comply in all material respects with all
     requirements of law applicable to the Collateral or any part thereof.

          i.   Pledgor shall pay and discharge all taxes, assessments and
     governmental charges or levies against any Collateral prior to
     delinquency thereof and shall keep all Collateral free of all unpaid
     charges whatsoever. 

     8.   Event of Default.  Each of the following shall constitute an Event
of Default hereunder:

          a.   A breach of any representation, warranty, covenant or
     obligation of Pledgor shall have occurred under the Operating Agreement
     and such breach shall not have been cured within any applicable grace
     period provided therein; or

          b.   Any warranty, representation or statement of the Pledgor in
     this Agreement proves to have been false in any material respect when
     made or furnished; or

          c.   There occurs the issuance of a writ, order of attachment or
     garnishment with respect to any of the Collateral and such writ, order
     of attachment or garnishment is not dismissed and removed within thirty
     (30) days thereafter; or

          d.   A material breach or violation of any covenant or agreement
     contained herein shall have occurred, which is not cured within thirty
     (30) days after notice has been given to Pledgor by Pledgee.

     Any Event of Default under this Agreement shall be an event of default
by Pledgor under the Operating Agreement.

     9.   Remedies.

          a.   Upon the occurrence of an Event of Default, Pledgee may by
giving notice of such Event of Default, at its option, do any one or more of
the following:

          (i) Take control of the Collateral and thereafter exercise all
          rights and powers of Pledgor with respect to the Collateral; and

          (ii) Without notice to or demand upon Pledgor, make such payments
          and do such acts as Pledgee may deem necessary to protect its
          security interest in the Collateral, including, without limitation,
          paying, purchasing, contesting or compromising any encumbrance,
          charge or lien which is prior to or superior to the security
          interest granted hereunder, and in exercising any such powers or
          authority to pay all expenses incurred in connection therewith; and

          (iii)  Require Pledgor to take all actions necessary to deliver
          such Collateral to Pledgee, or an agent or representative
          designated by Pledgee; and

          (iv)  Foreclose upon this Agreement as herein provided or in any
          commercially reasonable manner permitted by law, and exercise any
          and all of the rights and remedies conferred upon Pledgee by the
          Operating Agreement, or in any other document executed by Pledgor
          in connection with the Obligations secured hereby; and sell or
          cause to be sold the Collateral, without affecting in any way the
          rights or remedies to which Pledgee may be entitled under the other
          such instruments; and

          (v)  Sell or otherwise dispose of the Collateral at public sale,
          without having the Collateral at the place of sale, and upon terms
          and in such manner as is commercially reasonable, may determine. 
          Pledgee may be a purchaser at any sale; and

          (vi)  Exercise any remedies of a secured party under the Uniform
          Commercial Code of the State of Colorado or any other applicable
          law; and

          (vii)  Exercise any remedies available to Pledgee under the
          Operating Agreement, including, but not limited to, the removal of
          the Pledgor as the Manager and a Member of the Limited Liability
          Company and exercise of any rights of offset in favor of Pledgee as
          the Manager and a Member of the Limited Liability Company; and

          (viii)  Notwithstanding anything to the contrary contained in this
          Agreement, at any time after an Event of Default Pledgee may, by
          delivering written notice to the Limited Liability Company and to
          the Pledgor, succeed, or designate its nominee or designee to
          succeed, to all right, title and interest of Pledgor (including,
          without limitation, the right, if any, to vote on or take any
          action with respect to the matters of the Limited Liability
          Company) as the Manager and/or a Member of the Limited Liability
          Company in respect of the Collateral.  Pledgor hereby irrevocably
          authorizes and directs the Limited Liability Company on receipt of
          any such notice (a) to deem and treat Pledgee or such nominee or
          designee in all respects as the Manager and/or a Member (and not
          merely an assignee of the Manager and/or a Member) of such Limited
          Liability Company, entitled to exercise all the rights, powers and
          privileges (including the right to vote on or take any action with
          respect to Limited Liability Company matters pursuant to the
          Operating Agreement, to receive all distributions, to be credited
          with the capital account and to have all other rights, powers and
          privileges appertaining to the Collateral to which Pledgor would
          have been entitled had the Collateral not been transferred to
          Pledgee or such nominee or designee), and (b) to file amended
          Articles of Organization for such Limited Liability Company, if
          required, admitting Pledgee or such nominee or designee as the
          Manager and/or a Member of the Limited Liability Company in place
          of Pledgor; and

          (ix)  The rights granted to Pledgee under this Agreement are of a
          special, unique, unusual and extraordinary character.  The loss of
          any of such rights cannot be reasonably or adequately compensated
          by way of damages in any action at law, and any material breach by
          Pledgor of any of Pledgor's covenants, agreements, obligations
          representations or warranties under this Agreement will cause
          Pledgee irreparable injury and damage.  In the event of any such
          breach, Pledgee shall be entitled, as a matter of right, to
          injunctive relief or other equitable relief in any court of
          competent jurisdiction to prevent the violation or contravention of
          any of the provisions of this Agreement or to compel compliance
          with the terms of this Agreement by Pledgor.  Pledgee is absolutely
          and irrevocably authorized and empowered by Pledgor to demand
          specific performance of each of the covenants, agreements,
          representations and warranties of Pledgor in this Agreement. 
          Pledgor hereby irrevocably waives any defense based on the adequacy
          of any remedy at law which might otherwise be asserted by Pledgor
          as a bar to the remedy of specific performance in any action
          brought by Pledgee against Pledgor to enforce any of the covenants
          or agreements of Pledgor in this Agreement.

          b.   Unless the Collateral is perishable or threatens to decline
speedily in value or is of a type customarily sold on a recognized market,
Pledgee shall give Pledgor at least ten (10) days' prior written notice of
the time and place of any public sale of the Collateral subject to this
Agreement or other intended disposition thereof to be made. Such notice shall
be conclusively deemed to have been delivered to Pledgor at the address set
forth in subsection 7(d) of this Agreement, unless Pledgor shall notify
Pledgee in writing of any change of its place of residence and provide
Pledgee with the address of its new place of residence.

          c.   The proceeds of any sale under Subsections 9(a)(iv) and (v)
above shall be applied as follows:

          (i)  To the repayment of all reasonable costs and expenses of
          retaking, holding and preparing for the sale and the selling of the
          Collateral (including actual reasonable legal expenses and
          attorneys' fees) and the discharge of all assessments,
          encumbrances, charges or liens, if any, on the Collateral prior to
          the lien hereof (except any taxes, assessments, encumbrances,
          charges or liens subject to which such sale shall have been made);

          (ii)  To the payment of the whole amount, if any, of the
          Obligations, as and when the same become due; and

          (iii) The aggregate surplus, if any, shall be paid to Pledgor in a
          lump sum, without recourse to Pledgee, or as a court of competent
          jurisdiction may direct.

          d.   Pledgee shall have the right to enforce one or more remedies
under this Agreement and under the Operating Agreement, successively or
concurrently, and such action shall not operate to estop or prevent Pledgee
from pursuing any further remedy which it may have, and any repossession or
retaking or sale of the Collateral pursuant to the terms hereof shall not
operate to release Pledgor until full payment of any deficiency has been made
in cash.

          e.   PLEDGOR ACKNOWLEDGES THAT PLEDGEE MAY BE UNABLE TO EFFECT A
PUBLIC SALE OF ALL OR ANY PART OF THE COLLATERAL AND MAY BE COMPELLED TO
RESORT TO ONE OR MORE PRIVATE SALES TO A RESTRICTED GROUP OF PURCHASERS WHO
WILL BE OBLIGATED TO AGREE, AMONG OTHER THINGS, TO ACQUIRE THE COLLATERAL FOR
ITS OWN ACCOUNT, FOR INVESTMENT AND NOT WITH A VIEW TO THE DISTRIBUTION OR
RESALE THEREOF.  PLEDGOR FURTHER ACKNOWLEDGES THAT ANY SUCH PRIVATE SALES MAY
BE AT PRICES AND ON TERMS LESS FAVORABLE THAN THOSE OF PUBLIC SALES, AND
AGREES THAT PROVIDED SUCH PRIVATE SALES ARE MADE IN A COMMERCIALLY REASONABLE
MANNER, PLEDGEE SHALL HAVE NO OBLIGATION TO DELAY SALE OF ANY COLLATERAL TO
PERMIT THE ISSUER THEREOF TO REGISTER IT FOR PUBLIC SALE UNDER THE SECURITIES
ACT OF 1933.  PLEDGOR AGREES THAT PLEDGEE SHALL BE PERMITTED TO TAKE SUCH
ACTIONS AS PLEDGEE DEEMS REASONABLY NECESSARY IN DISPOSING OF THE COLLATERAL
TO AVOID CONDUCTING A PUBLIC DISTRIBUTION OF SECURITIES IN VIOLATION OF THE
SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AS NOW ENACTED OR
AS THE SAME MAY IN THE FUTURE BE AMENDED, PROVIDED THAT ANY SUCH ACTIONS
SHALL BE COMMERCIALLY REASONABLE.  IN ADDITION, PLEDGOR AGREES TO EXECUTE,
FROM TIME TO TIME, ANY AMENDMENT TO THIS AGREEMENT OR OTHER DOCUMENT AS
PLEDGEE MAY REASONABLY REQUIRE TO EVIDENCE THE ACKNOWLEDGEMENTS AND CONSENTS
OF PLEDGOR SET FORTH IN THIS SECTION.

     10.  Attorneys Fees.  Pledgor agrees to pay to Pledgee, without demand,
reasonable attorneys' fees and all reasonable costs and other reasonable
expenses which Pledgee expends or incurs in collecting any amounts payable by
Pledgor with respect to an Event of Default, hereunder or in enforcing this
Agreement against Pledgor whether or not suit is filed.

     11.  Further Documentation.  Pledgor hereby agrees to execute, from time
to time, one or more financing statements and such other instruments as may
be required to perfect the security interest created hereby, including any
continuation or amendments of such financing statements, and pay the cost of
filing or recording the same in the public records specified by Pledgee.

     12.  Waiver and Estoppel.  Pledgor represents and acknowledges that it
knowingly waives each and every one of the following rights, and agrees that
it will be estopped from asserting any argument to the contrary:  (a) any
promptness in making any claim or demand hereunder; (b) any defense that may
arise by reason of the incapacity, lack of authority, death or disability of
Pledgor; (c) any defense based upon an election of remedies by Pledgee which
destroys or otherwise impairs any or all of the Collateral; (d) the right of
Pledgor to proceed against Pledgee or any other person, for reimbursement;
and (e) all duty or obligation of the Pledgee to perfect, protect, retain or
enforce any security for the payment of amounts payable by Pledgor hereunder.

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY TO THIS AGREEMENT
SEVERALLY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL
RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR COUNTERCLAIM BROUGHT BY ANY
PARTY TO THIS AGREEMENT ARISING IN CONNECTION WITH, OUT OF OR OTHERWISE
RELATING TO THIS AGREEMENT.

     No delay or failure on the part of Pledgee in the exercise of any right
or remedy against Pledgor or any other party against whom Pledgee may have
any rights, shall operate as a waiver of any agreement or obligation
contained herein, and no single or partial exercise by Pledgee of any rights
or remedies hereunder shall preclude other or further exercise thereof or
other exercise of any other right or remedy whether contained in this
Agreement or in any of the other documents regarding the Obligations,
including without limitation the Operating Agreement.  No waiver of the
rights of Pledgee hereunder or in connection herewith and no release of
Pledgor shall be effective unless executed in writing by Pledgee. No actions
of Pledgee permitted under this Agreement shall in any way impair or affect
the enforceability of any agreement or obligation contained herein.

     13.  Independent Obligations.  The obligations of Pledgor are
independent of the obligations of any other party which may be initially or
otherwise responsible for performance or payment of the Obligations, and a
separate action or actions for payment, damages or performance may be brought
and prosecuted by Pledgee against Pledgor, individually, for the full amount
of the Obligations then due and payable, whether or not an action is brought
against any other party, whether or not Pledgee is involved in any
proceedings and whether or not Pledgee or Pledgor or other person is joined
in any action or proceedings.

     14.  No Offset Rights of Pledgor.  No lawful act of commission or
omission of any kind or at any time upon the part of Pledgee shall in any way
affect or impair the rights of Pledgee to enforce any right, power or benefit
under this Agreement, and no set-off, recoupment, reduction or diminution of
any obligation which Pledgor has or may have against Pledgee or against any
other party shall be available against Pledgee in any suit or action brought
by Pledgee to enforce any right, power or benefit under this Agreement.

     15.  Power of Attorney.  Pledgor hereby appoints Pledgee as his
attorney-in-fact to execute and file, effective upon the occurrence of an
Event of Default, on his behalf any financing statements, continuation
statements or other documentation required to perfect or continue the
security interest created hereby.  This power, being coupled with an
interest, shall be irrevocable until all amounts secured hereby have been
paid, satisfied and discharged in full.  Pledgor acknowledges and agrees that
the exercise by Pledgee of its rights under this Section 15 will not be
deemed a satisfaction of the amounts owed Pledgee unless Pledgee so elects in
writing.

     16.  GOVERNING LAW.  THE PARTIES HERETO AGREE THAT THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
COLORADO WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  SUCH PARTIES
FURTHER AGREE THAT IN THE EVENT OF DEFAULT, THIS AGREEMENT MAY BE ENFORCED IN
THE DISTRICT COURT IN AND FOR THE CITY AND COUNTY OF DENVER, STATE OF
COLORADO AND THEY DO HEREBY SUBMIT TO THE JURISDICTION OF SUCH COURT
REGARDLESS OF THEIR RESIDENCE OR WHERE THIS AGREEMENT MAY BE EXECUTED.

     17.  Successors and Assigns.  All agreements, covenants, conditions and
provisions of this Agreement shall inure to the benefit of and be binding
upon the respective heirs, personal representatives successors and assigns of
the parties hereto.

     18.  Notices.  Whenever any party hereto shall desire to, or be required
to, give or serve any notice, demand, request or other communication with
respect to this Agreement, each such notice, demand, request or communication
shall be in writing and shall be effective only if the same is delivered by
personal service (including, without limitation, courier or express service)
or mailed certified or registered mail, postage prepaid, return receipt
requested, or sent by telegram to the parties at the addresses shown
throughout this Agreement or such other addresses which the parties may
provide to one another in accordance herewith.  If notice is sent to Pledgee,
a copy of such notice shall also be given to Wayne H. Hykan, Esq., Brownstein
Hyatt Farber & Strickland, P.C., 410 17th Street, Suite 2222, Denver,
Colorado 80202.  If notice is sent to Pledgor, a copy of such notice shall
also be given to Alan B. Lottner, Esq., Haligman & Lottner, First Interstate
Tower North, 633 Seventeenth Street, Suite 2700, Denver, Colorado 80202-3635. 
Notices delivered personally will be effective upon delivery to an authorized
representative of the party at the designated address; notices sent by mail
in accordance with the above paragraph will be effective upon execution of
the Return Receipt Requested.

     19.  Consent of Pledgor.  Pledgor consents to the exercise by Pledgee of
any rights of Pledgor in accordance with the provisions of this Agreement.

     20.  Severability.  Every provision of this Agreement is intended to be
severable.  In the event any term or provision hereof is declared by a court
of competent jurisdiction to be illegal or invalid for any reason whatsoever,
such illegality or invalidity shall not affect the legality or validity of
the balance of the terms and provisions hereof, which terms and provisions
shall remain binding and enforceable.

     21.  Amendment.  This Agreement may be modified or rescinded only by a
writing expressly relating to this Agreement and signed by all of the
parties.

     22.  Termination.  This Agreement shall terminate, and shall be of no
further force or effect, upon the earlier to occur of the following: (i) full
payment and performance of the Obligations of the Pledgor, (ii) acquisition
by Pledgor or an affiliate of Pledgor of 100% ownership interest in the
Limited Liability Company, or (iii)  upon the mutual consent of Pledgor and
Pledgee.

     23.  Certain Matters with respect to Wellsford Residential Property
Trust.  This Agreement and all documents, agreements, understandings and
arrangements relating to this transaction have been executed by the
undersigned on behalf of Pledgee in his/her capacity as an officer or
director of Pledgee, and not individually, and neither the directors,
officers or shareholders of Pledgee shall be bound by or have any personal
liability hereunder or thereunder.  The parties to this Agreement shall look
solely to the assets of Pledgee for satisfaction of any liability of Pledgee
in respect of this Agreement and all documents, agreements, understandings
and arrangements relating to this transaction and will not seek recourse or
commence any action against any of the directors, officers or shareholders of
Pledgee or any of their personal assets for the performance or payment of any
obligation hereunder or thereunder. The foregoing shall also apply to all and
any future documents, agreements, understandings, arrangements and
transactions between the parties hereto with respect to the Collateral or
this Agreement.

                          [SIGNATURE PAGE FOLLOWS]
<PAGE>

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

               PLEDGOR:       ______________________________________________
                              Al Feld

               PLEDGEE:       WELLSFORD PARK HIGHLANDS CORP., a Colorado
                              corporation


                              By:___________________________________________
                                   Name:____________________________________
                                   Title:___________________________________

STATE OF ____________    )
                         ) ss.
COUNTY OF ___________    )

     The foregoing instrument was acknowledged before me this __ day of
__________________, 1995, by Al Feld.

     WITNESS my hand and official seal.

     My commission expires:  ______________________________________.
     Address:

                                   ________________________________
     (SEAL)                        Notary Public

STATE OF ____________    )
                         ) ss.
COUNTY OF ___________    )

     The foregoing instrument was acknowledged before me this _____ day of
__________, 199__, by _________________________ as _______________ of
Wellsford Park Highlands Corp., a Colorado corporation.

     WITNESS my hand and official seal.

     My commission expires:  _____________________________________.
     Address:

                                   _________________________________________
(SEAL)                             Notary Public
<PAGE>

                                  EXHIBIT A

                 CONSENT TO SECURITY INTEREST AND AGREEMENT 
                               OF THE MEMBERS
                          OF PARK AT HIGHLANDS LLC,
                    a Colorado Limited Liability Company

     The undersigned, being all the members of PARK AT HIGHLANDS LLC, a
Colorado limited liability company (the "Limited Liability Company") hereby
represent and certify to Wellsford Park Highlands Corp., a Colorado
corporation (the "Secured Party") as follows:

     1.   The Limited Liability Company has received notice from the Secured
Party that the Secured Party has a security interest in the following
collateral ("Collateral") registered to Al Feld (the "Debtor"): 

               (i)  All of the right, title and interest of the Debtor in the
          Limited Liability Company, whether now owned or hereafter acquired,
          including, without limitation, the Debtor's Interest (as defined in
          the Operating Agreement) in the Limited Liability Company and its
          right to receive payments, fees, distributions and allocations
          under or in connection with the Operating Agreement (whether as
          Member or as Manager), as such Operating Agreement may be modified
          or extended from time to time with the consent of the Secured
          Parties; and

               (ii)  All proceeds, whether cash proceeds or noncash proceeds,
          and products of any and all of the foregoing.

     2.   Other than the notice from the Secured Party referred to above, the
Limited Liability Company has not received any notice from any entity or
person claiming an adverse claim against, lien on or security interest in the
Collateral.

     3.   The security interest of the Secured Party referred to above was
duly registered in the books and records of the Limited Liability Company
effective April 27, 1995.

     4.   Interests in the Limited Liability Company, whether as Member or as
Manager, are not represented in any certificate, instrument or document, and
such interest may be assigned, transferred or pledged without the party
receiving such assignment, transfer or pledge taking physical possession of
any certificate, instrument or document.

     The Members hereby consent to the execution and delivery of the Pledge
and Security Agreement by the Debtor and agree hereby to be bound by Section
4 thereof to assign, set over, transfer, distribute, pay and deliver the
Collateral and any and all payments, proceeds or products due to Debtor under
the Collateral to the Secured Party.

     The Members hereby consent to the admission of the Secured Party (or its
nominee, designee or any person acquiring its interest under the Pledge and
Security Agreement), as a Manager of the Limited Liability Company upon
receipt of notice by the Secured Party of an Event of Default by the Debtor
thereunder, and (ii) that the Secured Party or such nominees, designees or
persons acquiring the Secured Party's interest thereunder shall not be deemed
to have assumed any of Debtor's liability by virtue of such admission as the
Manager of the Limited Liability Company.  

     This Agreement and all documents, agreements, understandings and
arrangements relating to this transaction have been executed by the
undersigned on behalf of the Secured Party in his/her capacity as an officer
or trustee of the Secured Party, and not individually, and neither the
directors, officers or shareholders of the Secured Party shall be bound by or
have any personal liability hereunder or thereunder.  The parties to this
Agreement shall look solely to the assets of the Secured Party for
satisfaction of any liability of the Secured Party in respect of this
Agreement and all documents, agreements, understandings and arrangements
relating to this transaction and will not seek recourse or commence any
action against any of the directors, officers or shareholders of the Secured
Party or any of their personal assets for the performance or payment of any
obligation hereunder or thereunder.  The foregoing shall also apply to all
and any future documents, agreements, understandings, arrangements and
transactions between the parties hereto with respect to the Collateral or
this Agreement.

     EXECUTED as of the date set forth above.
 
          MEMBERS:            WELLSFORD PARK HIGHLANDS CORP., a Colorado
                              corporation



                              By:___________________________________________
                                   Name:____________________________________
                                   Title:___________________________________



                              ______________________________________________
                              AL FELD, an individual

AGREED TO AND CONCURRED:

SOLE MANAGER


_______________________________
AL FELD
<PAGE>

                                  EXHIBIT M

                        PLEDGE AND SECURITY AGREEMENT


          THIS PLEDGE AND SECURITY AGREEMENT (this "Agreement") is made as of
the 27th day of April, 1995, by WELLSFORD PARK HIGHLANDS CORP., a Colorado
corporation, having an office at 370 Seventeenth Street, Suite 3100, Denver,
Colorado  80202 ("Pledgor"), for the benefit of AL FELD, an individual,
having an address of 4600 South Ulster Street, Suite 350, Denver, Colorado
80237 ("Pledgee").


                                  RECITALS

     A.   Pledgor is a Member of Park at Highlands LLC, a Colorado limited
liability company (the "Limited Liability Company"), which Limited Liability
Company is governed by its Operating Agreement dated as of April 27, 1995
(the "Operating Agreement"), by and between Pledgor and Pledgee.

     B.   Pledgee also is a Member, as well as the Manager, in the Limited
Liability Company.

     C.   In order to secure the full payment and performance by Pledgor of
all of Pledgor's obligations under the Operating Agreement, as such Operating
Agreement may be now or hereafter amended, modified or restated (said
obligations under the Operating Agreement are hereinafter referred to as the
"Obligations"), Pledgor is entering into this Agreement for the benefit of
Pledgee.


                                  AGREEMENT

          NOW, THEREFORE, in consideration of the recitals, covenants and
agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:


     1.   Definitions.

          a.   "Collateral" shall mean:

               (i)  All of Pledgor's right, title and interest in the
          ownership interests of Pledgor in the Limited Liability Company,
          whether now owned or hereafter acquired, including, without
          limitation, its Interest (as defined in the Operating Agreement) in
          the Limited Liability Company, the right of Pledgor, if any, to any
          benefits to which Pledgor may be entitled pursuant to the Operating
          Agreement or the Colorado Limited Liability Company Act, Colo. Rev.
          Stat. Sections 7-80-101 to 7-80-913, as amended from time to time
          (the "Act"), and Pledgor's right to receive payments, fees,
          distributions and allocations under or in connection with the
          Operating Agreement (whether as Member or as Manager), as such
          Operating Agreement may be modified or extended from time to time
          with the consent of the Pledgee; and

              (ii)  All proceeds, whether cash proceeds or noncash proceeds,
          and products of any and all of the foregoing.

          b.   "Event of Default" shall mean an event of default described in
Section 8 herein.


     2.   Pledge of Collateral and Grant of Security Interest. Pledgor does
hereby unconditionally and irrevocably assign, pledge, convey, transfer,
deliver, set over and grant unto Pledgee, its successors and assigns, as
security for Pledgor's complete and timely payment and performance of the
Obligations, a continuing first lien security interest under the Uniform
Commercial Code of the State of Colorado in the Collateral.  Pledgor hereby
further grants to Pledgee all rights in the Collateral as are available to a
secured party of such collateral under the Uniform Commercial Code of the
State of Colorado (being the principal place of business of Pledgor) and,
concurrently herewith, shall deliver to Pledgee duly executed UCC-1 financing
statements suitable for filing in the State of Colorado with respect to the
Collateral.


     3.   Delivery to Pledgee.

          a.   Pledgor agrees to execute and to use its best efforts to cause
all other necessary parties, and any successors and assigns thereof, to
execute and deliver to Pledgee such other agreements, instruments and
documentation as Pledgee may reasonably request from time to time to effect
the conveyance, transfer, and grant to Pledgee of Pledgor's right, title and
interest in and to the Collateral as security for the Obligations.

          b.   Concurrently with the execution of this Agreement, Pledgor has
caused each of the Members of the Limited Liability Company, other than
Pledgee, to execute the Consent to Security Interest and Agreement in the
form attached hereto as Schedule A (the "Consent") evidencing the consent of
the Members to the assignment of Pledgor's Limited Liability Company
interests and their agreement to be bound by Section 4 of this Agreement. 
Pledgor further agrees to execute and to cause the other Members of the
Limited Liability Company to execute and deliver to Pledgee such other
agreements, instruments and documentation as Pledgee may reasonably request
from time to time to effectuate the conveyance, transfer, assignment and
grant to Pledgee of all of Pledgor's right, title and interest in and to the
Collateral.


     4.   Proceeds and Products of the Collateral.

          a.   Notwithstanding any of the foregoing, unless and until there
occurs an Event of Default, Pledgee agrees to forbear from exercising his
right to receive all benefits pertaining to the Collateral (except as
otherwise permitted under the Operating Agreement), and Pledgor shall be
permitted to exercise all rights and to receive all benefits of the
Collateral, including, without limitation, the right to exercise all voting,
approval, consent and similar rights of Pledgor pertaining to the Collateral,
payments due under, proceeds, whether cash proceeds or noncash proceeds, and
products of the Collateral and to retain and enjoy the same.

          b.   Pledgor acknowledges and agrees with Pledgee, that unless
Pledgee otherwise consents, in Pledgee's sole discretion, Pledgor shall not
exercise any voting, approval, consent or other rights with respect to the
Collateral at any time after (i) the occurrence of an Event of Default and
(ii) receipt of notice from Pledgee instructing Pledgor not to exercise any
such voting, approval, consent or other rights with respect to the
Collateral, provided, however, that Pledgor shall exercise any such right it
may have under the agreements comprising the Collateral with respect to the
business affairs of the Limited Liability Company as is reasonably necessary
to protect and preserve the Collateral.
 
          c.   Upon or at any time after the occurrence of an Event of
Default, Pledgee, at his option to be exercised in his sole discretion by
written notice to Pledgor, may exercise all rights and remedies granted under
this Agreement, including, without limitation, the right to require the
obligors under the Collateral to make all payments due under and to pay all
proceeds, whether cash proceeds or noncash proceeds, and products of the
Collateral to Pledgee.  Upon the giving of any such notice, the security
constituted by this Agreement shall become immediately enforceable by
Pledgee, without any presentment, further demand, protest or other notice of
any kind, all of which are hereby expressly and irrevocably waived by
Pledgor.  Pledgor hereby authorizes and directs each respective obligor under
the agreements constituting the Collateral, that upon receipt of written
notice from Pledgee of an Event of Default by Pledgor hereunder, to assign,
set over, transfer, distribute, pay and deliver any and all Collateral or
said payments, proceeds or products of the Collateral to Pledgee, at such
address as Pledgee may direct, at such time and in such manner as the
Collateral and such payments, proceeds and products of the Collateral would
otherwise be distributed, transferred, paid or delivered to Pledgor.  The
respective obligors under the agreements constituting the Collateral shall be
entitled to conclusively rely on such notice and make all such assignments
and transfers of the Collateral and all such payments with respect to the
Collateral and pay all such proceeds and products of the Collateral to
Pledgee and shall have no liability to Pledgor for any loss or damage Pledgor
may incur by reason of said reliance.


     5.   No Assumption.  Notwithstanding any of the foregoing, whether or
not an Event of Default shall have occurred, and whether or not Pledgee
elects to foreclose on his security interest in the Collateral as set forth
herein, neither the execution of this Agreement, receipt by Pledgee of any of
Pledgor's right, title and interest in and to the Collateral and the
payments, proceeds and products of the Collateral, now or hereafter due to
Pledgor from any obligor of the Collateral, nor Pledgee's foreclosure of his
security interest in the Collateral, shall in any way be deemed to obligate
Pledgee to assume any of Pledgor's obligations, duties or liabilities under
the Collateral or any agreements constituting the Collateral, as presently
existing or as hereafter amended, or under any and all other agreements now
existing or hereafter drafted or executed (collectively, the "Pledgor's
Liabilities"), unless Pledgee otherwise agrees to assume any or all of the
Pledgor's Liabilities in writing.  In the event of foreclosure by Pledgee of
his security interest in the Collateral, Pledgor shall remain bound and
obligated to perform the Pledgor's Liabilities to the extent required under
the Operating Agreement and Pledgee shall not be deemed to have assumed any
of the Pledgor's Liabilities, except as provided in the preceding sentence. 
In the event the entity or person acquiring the Collateral at a foreclosure
sale elects to assume the Pledgor's Liabilities, such assignee shall agree to
be bound by the terms and provisions of the applicable agreement.


     6.   Indemnification.  Pledgor hereby agrees to indemnify, defend and
hold Pledgee, his successors and assigns harmless from and against any and
all damages, losses, claims, costs or expenses (including without limitation,
reasonable attorneys' fees) and any other liabilities whatsoever that Pledgee
or his successors or assigns may incur by reason of Pledgor's failure to
comply with the terms and conditions of this Agreement or by reason of any
unpermitted assignment of Pledgor's right, title and interest in and to any
or all of the Collateral.


     7.   Representations, Warranties and Covenants.  In addition to the
representations made by Pledgor in the Operating Agreement, if any, Pledgor
makes the following representations and warranties, which shall be deemed to
be continuing representations and warranties, and Pledgor covenants and
agrees to provide written notice to Pledgee within ten (10) days after
Pledgor becomes aware that any of the following is no longer true and correct
and to perform diligently all acts reasonably necessary to maintain or
restore the truth and correctness, in all material respects, of the
following:

          a.   Pledgor acknowledges that the Operating Agreement and any
other agreements constituting the Collateral, currently are in full force and
effect and have not been amended or modified, except by Pledgor and Pledgee
in writing.

          b.   Pledgor has the full right and title to its interest in the
Collateral and has the full power, legal right and authority to pledge,
convey, transfer and assign such interest.  None of the Collateral is subject
to any existing assignment, claim, lien, pledge, transfer or other security
interest of any character, or to any attachment, levy, garnishment or other
judicial process or to any claim for set-off, counterclaim, deduction or
discount.  Pledgor shall not, without the prior written consent of Pledgee,
which consent may be granted or denied in Pledgee's sole discretion, further
convey, transfer, set over or pledge to any party any of its interests in the
Collateral.  Pledgor agrees to (i) warrant and defend its title to the
Collateral and the security interest created by this Agreement against all
claims of all persons, and (ii) maintain and preserve the Collateral and such
security interests.

          c.   The pledge of the Collateral pursuant to this Agreement
creates a valid first priority security interest in the Collateral, securing
the performance of the Obligations, which security interest shall be
perfected upon the filing of the UCC-1 Financing Statements referred to in
Paragraph 2 of this Agreement.

          d.   Pledgor's Employer Identification number is:      Applied For  
 .  Pledgor's principal place of business is located at:  370 Seventeenth
Street, Suite 3100, Denver, Colorado  80202.

          e.   Pledgor agrees that it shall not, without at least thirty (30)
days' prior written notification to Pledgee, move or otherwise change its
principal place of business.

          f.   To the best knowledge of Pledgor, neither the execution and
delivery of this Agreement by Pledgor nor the consummation of the
transactions herein contemplated nor the fulfillment of the terms hereof (i)
violate the terms of any agreement, indenture, mortgage, deed of trust,
equipment lease, instrument or other document to which Pledgor is a party, or
(ii) conflict with any law, order, rule or regulation applicable to Pledgor
or any court or any government, regulatory body or administrative agency or
other governmental body having jurisdiction over Pledgor or its properties,
or (iii) result in or require the creation or imposition of any lien (other
than the first priority lien of Pledgee in the Collateral contemplated
hereby).

          g.   No consent or approval which has not been obtained prior to
the date hereof of any other person or entity and no authorization, approval
or other action by, and no notice to or filing with any governmental body,
regulatory authority or securities exchange, was or is necessary as a
condition to the validity of the pledge hereunder of the Collateral and such
pledge is effective to vest in the Pledgee the rights of the Pledgee in the
Collateral as set forth herein.

          h.   Pledgor shall comply in all material respects with all
requirements of law applicable to the Collateral or any part thereof.

         i.    Pledgor shall pay and discharge all taxes, assessments and
governmental charges or levies against any Collateral prior to delinquency
thereof and shall keep all Collateral free of all unpaid charges whatsoever.


     8.   Event of Default.  Each of the following shall constitute an Event
of Default hereunder:

          a.   A failure of Pledgor to make a Capital Contribution pursuant
to the Operating Agreement within thirty (30) days of receipt by Pledgor of
written demand from Pledgee, provided that the fact that such amount is due
and payable is not in dispute, or that any dispute has been finally
determined by a court having jurisdiction or through another means that is
mutually acceptable to the Pledgor and Pledgee; or

          b.   Any warranty, representation or statement of the Pledgor in
this Agreement proves to have been false in any material respect when made or
furnished; or

          c.   There occurs the issuance of a writ, order of attachment or
garnishment with respect to any of the Collateral and such writ, order of
attachment or garnishment is not dismissed and removed within thirty (30)
days thereafter.

          d.   A material breach or violation of any covenant or agreement
contained herein shall have occurred, which is not cured within thirty (30)
days after notice has been given to Pledgor by Pledgee.

     Any Event of Default under this Agreement shall be an event of default
by Pledgor under the Operating Agreement.


     9.   Remedies.

          a.   Upon the occurrence of an Event of Default, Pledgee may, by
giving notice of such Event of Default, at his option, do any one or more of
the following:

              (i)   Take control of the Collateral, collect, and thereafter
          exercise all rights and powers of Pledgor with respect to the
          Collateral; and

             (ii)   Without notice to or demand upon Pledgor, make such
          payments and do such acts as Pledgee may deem necessary to protect
          his security interest in the Collateral, including, without
          limitation, paying, purchasing, contesting or compromising any
          encumbrance, charge or lien which is prior to or superior to the
          security interest granted hereunder, and in exercising any such
          powers or authority to pay all expenses incurred in connection
          therewith; and

            (iii)   Require Pledgor to take all actions necessary to deliver
          such Collateral to Pledgee, or an agent or representative
          designated by Pledgee; and

             (iv)   Foreclose upon this Agreement as herein provided or in
          any commercially reasonable manner permitted by law, and exercise
          any and all of the rights and remedies conferred upon Pledgee by
          the Operating Agreement, or in any other document executed by
          Pledgor in connection with the Obligations secured hereby; and sell
          or cause to be sold the Collateral, without affecting in any way
          the rights or remedies to which Pledgee may be entitled under the
          other such instruments; and

              (v)   Sell or otherwise dispose of the Collateral at public
          sale, without having the Collateral at the place of sale, and upon
          terms and in such manner as is commercially reasonable; Pledgee may
          be a purchaser at any sale; and

             (vi)   Exercise any remedies of a secured party under the
          Uniform Commercial Code of the State of Colorado or any other
          applicable law; and

            (vii)   Exercise any remedies available to Pledgee under the
          Operating Agreement; and

           (viii)   Notwithstanding anything to the contrary contained in
          this Agreement, at any time after an Event of Default Pledgee may,
          by delivering written notice to the Limited Liability Company and
          to Pledgor, succeed, or designate its nominee or designee to
          succeed, to all right, title and interest of Pledgor (including,
          without limitation, the right, if any, to vote on or take any
          action with respect to the matters of the Limited Liability
          Company) as a Member of the Limited Liability Company in respect of
          the Collateral.  Pledgor hereby irrevocably authorizes and directs
          the Limited Liability Company on receipt of any such notice (a) to
          deem and treat Pledgee or such nominee or designee in all respects
          as a Member (and not merely an assignee of a Member) of such
          Limited Liability Company, entitled to exercise all the rights,
          powers and privileges (including the right to vote on or take any
          action with respect to Limited Liability Company matters pursuant
          to the Operating Agreement, to receive all distributions, to be
          credited with the capital account and to have all other rights,
          powers and privileges appertaining to the Collateral to which
          Pledgor would have been entitled had the Collateral not been
          transferred to Pledgee or such nominee or designee), and (b) to
          file amended Articles of Organization for such Limited Liability
          Company, if required, admitting Pledgee or such nominee or designee
          as a Member of the Limited Liability Company in place of Pledgor;
          and

             (ix)   The rights granted to Pledgee under this Agreement are of
          a special, unique, unusual and extraordinary character.  The loss
          of any of such rights cannot be reasonably or adequately
          compensated by way of damages in any action at law, and any
          material breach by Pledgor of any of Pledgor's covenants,
          agreements, obligations, representations or warranties under this
          Agreement will cause Pledgee irreparable injury and damage.  In the
          event of any such breach, Pledgee shall be entitled, as a matter of
          right, to injunctive relief or other equitable relief in any court
          of competent jurisdiction to prevent the violation or contravention
          of any of the provisions of this Agreement or to compel compliance
          with the terms of this Agreement by Pledgor.  Pledgee is absolutely
          and irrevocably authorized and empowered by Pledgor to demand
          specific performance of each of the covenants, agreements,
          representations and warranties of Pledgor in this Agreement. 
          Pledgor hereby irrevocably waives any defense based on the adequacy
          of any remedy at law which might otherwise be asserted by Pledgor
          as a bar to the remedy of specific performance in any action
          brought by Pledgee against Pledgor to enforce any of the covenants
          or agreements of Pledgor in this Agreement.

          b.   Unless the Collateral is perishable or threatens to decline
speedily in value or is of a type customarily sold on a recognized market,
Pledgee shall give Pledgor at least ten (10) days' prior written notice of
the time and place of any public sale of the Collateral subject to this
Agreement or other intended disposition thereof to be made.  Such notice
shall be conclusively deemed to have been delivered to Pledgor at the address
set forth in subsection 7(d) of this Agreement, unless Pledgor shall notify
Pledgee in writing of any change of its principal place of business and
provide Pledgee with the address of its new place of business.

          c.   The proceeds of any sale under subsections 9(a)(iv) and (v)
above shall be applied as follows:

              (i)   To the repayment of all reasonable costs and expenses of
          retaking, holding and preparing for the sale and the selling of the
          Collateral (including actual reasonable legal expenses and
          attorneys' fees) and the discharge of all assessments,
          encumbrances, charges or liens, if any, on the Collateral prior to
          the lien hereof (except any taxes, assessments, encumbrances,
          charges or liens subject to which such sale shall have been made);

             (ii)   To the payment of the whole amount, if any, of the
          Obligations, as and when the same become due; and

            (iii)   The aggregate surplus, if any, shall be paid to Pledgor
          in a lump sum, without recourse to Pledgee, or as a court of
          competent jurisdiction may direct.

          d.   Pledgee shall have the right to enforce one or more remedies
under this Agreement and under the Operating Agreement, successively or
concurrently, and such action shall not operate to estop or prevent Pledgee
from pursuing any further remedy which he may have, and any repossession or
retaking or sale of the Collateral pursuant to the terms hereof shall not
operate to release Pledgor until full payment of any deficiency has been made
in cash.

          e.   PLEDGOR ACKNOWLEDGES THAT PLEDGEE MAY BE UNABLE TO EFFECT A
PUBLIC SALE OF ALL OR ANY PART OF THE COLLATERAL AND MAY BE COMPELLED TO
RESORT TO ONE OR MORE PRIVATE SALES TO A RESTRICTED GROUP OF PURCHASERS WHO
WILL BE OBLIGATED TO AGREE, AMONG OTHER THINGS, TO ACQUIRE THE COLLATERAL FOR
THEIR OWN ACCOUNT, FOR INVESTMENT AND NOT WITH A VIEW TO THE DISTRIBUTION OR
RESALE THEREOF.  PLEDGOR FURTHER ACKNOWLEDGES THAT ANY SUCH PRIVATE SALES MAY
BE AT PRICES AND ON TERMS LESS FAVORABLE THAN THOSE OF PUBLIC SALES, AND
AGREES THAT PROVIDED SUCH PRIVATE SALES ARE MADE IN A COMMERCIALLY REASONABLE
MANNER, PLEDGEE SHALL HAVE NO OBLIGATION TO DELAY SALE OF ANY COLLATERAL TO
PERMIT THE ISSUER THEREOF TO REGISTER IT FOR PUBLIC SALE UNDER THE SECURITIES
ACT OF 1933.  PLEDGOR AGREES THAT PLEDGEE SHALL BE PERMITTED TO TAKE SUCH
ACTIONS AS PLEDGEE DEEMS REASONABLY NECESSARY IN DISPOSING OF THE COLLATERAL
TO AVOID CONDUCTING A PUBLIC DISTRIBUTION OF SECURITIES IN VIOLATION OF THE
SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AS NOW ENACTED OR
AS THE SAME MAY IN THE FUTURE BE AMENDED, PROVIDED THAT ANY SUCH ACTIONS
SHALL BE COMMERCIALLY REASONABLE.  IN ADDITION, PLEDGOR AGREES TO EXECUTE,
FROM TIME TO TIME, ANY AMENDMENT TO THIS AGREEMENT OR OTHER DOCUMENT AS
PLEDGEE MAY REASONABLY REQUIRE TO EVIDENCE THE ACKNOWLEDGEMENTS AND CONSENTS
OF PLEDGOR SET FORTH IN THIS SECTION.


     10.  Attorneys Fees.  Pledgor agrees to pay to Pledgee, without demand,
reasonable attorneys' fees and all reasonable costs and other reasonable
expenses which Pledgee expends or incurs in collecting any amounts payable by
Pledgor with respect to an Event of Default hereunder or in enforcing this
Agreement against Pledgor, whether or not suit is filed.


     11.  Further Documentation.  Pledgor hereby agrees to execute, from time
to time, one or more financing statements and such other instruments as may
be required to perfect the security interest created hereby, including any
continuation or amendments of such financing statements, and pay the cost of
filing or recording the same in the public records specified by Pledgee.


     12.  Waiver and Estoppel.  Pledgor represents and acknowledges that it
knowingly waives each and every one of the following rights, and agrees that
it will be estopped from asserting any argument to the contrary:  (a) any
promptness in making any claim or demand hereunder; (b) any defense that may
arise by reason of the incapacity or lack of authority of Pledgor; (c) any
defense based upon an election of remedies by Pledgee which destroys or
otherwise impairs any or all of the Collateral; (d) the right of Pledgor to
proceed against Pledgee or any other person, for reimbursement; and (e) all
duty or obligation of the Pledgee to perfect, protect, retain or enforce any
security for the payment of amounts payable by Pledgor hereunder.

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY TO THIS AGREEMENT
SEVERALLY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL
RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR COUNTERCLAIM BROUGHT BY ANY
PARTY TO THIS AGREEMENT ARISING IN CONNECTION WITH, OUT OF OR OTHERWISE
RELATING TO THIS AGREEMENT.

     No delay or failure on the part of Pledgee in the exercise of any right
or remedy against Pledgor or any other party against whom Pledgee may have
any rights, shall operate as a waiver of any agreement or obligation
contained herein, and no single or partial exercise by Pledgee of any rights
or remedies hereunder shall preclude other or further exercise thereof or
other exercise of any other right or remedy whether contained in this
Agreement or in any of the other documents regarding the Obligations,
including without limitation the Operating Agreement.  No waiver of the
rights of Pledgee hereunder or in connection herewith and no release of
Pledgor shall be effective unless in writing executed by Pledgee.  No actions
of Pledgee permitted under this Agreement shall in any way impair or affect
the enforceability of any agreement or obligation contained herein.


     13.  Independent Obligations.  The obligations of Pledgor are
independent of the obligations of any other party which may be initially or
otherwise responsible for performance or payment of the Obligations, and a
separate action or actions for payment, damages or performance may be brought
and prosecuted by Pledgee against Pledgor, individually, for the full amount
of the Obligations then due and payable, whether or not an action is brought
against any other party, whether or not Pledgee is involved in any
proceedings and whether or not Pledgee or Pledgor or other person is joined
in any action or proceedings.


     14.  Lawful Acts of Pledgee.  No lawful act of commission or omission of
any kind or at any time upon the part of Pledgee shall in any way affect or
impair the rights of Pledgee to enforce any right, power or benefit under
this Agreement.


     15.  Power of Attorney.  Pledgor hereby appoints Pledgee as its
attorney-in-fact to execute and file, effective upon the occurrence of an
Event of Default, on its behalf any financing statements, continuation
statements or other documentation required to perfect or continue the
security interest created hereby.  This power, being coupled with an
interest, shall be irrevocable until all amounts secured hereby have been
paid, satisfied and discharged in full.  Pledgor acknowledges and agrees that
the exercise by Pledgee of his rights under this Section 15 will not be
deemed a satisfaction of the amounts owed Pledgee unless Pledgee so elects in
writing.


     16.  GOVERNING LAW.  THE PARTIES HERETO AGREE THAT THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
COLORADO WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  SUCH PARTIES
FURTHER AGREE THAT IN THE EVENT OF DEFAULT, THIS AGREEMENT MAY BE ENFORCED IN
THE DISTRICT COURT IN AND FOR THE CITY AND COUNTY OF DENVER, STATE OF
COLORADO AND THEY DO HEREBY SUBMIT TO THE JURISDICTION OF SUCH COURT
REGARDLESS OF THEIR RESIDENCE OR WHERE THIS AGREEMENT MAY BE EXECUTED.


     17.  Successors and Assigns.  All agreements, covenants, conditions and
provisions of this Agreement shall inure to the benefit of and be binding
upon the respective heirs, personal representatives, successors and assigns
of the parties hereto.


     18.  Notices.  Whenever any party hereto shall desire to, or be required
to, give or serve any notice, demand, request or other communication with
respect to this Agreement, each such notice, demand, request or communication
shall be in writing and shall be effective only if the same is delivered by
personal service (including, without limitation, courier or express service)
or mailed certified or registered mail, postage prepaid, return receipt
requested, or sent by telegram to the parties at the addresses shown
throughout this Agreement or such other addresses which the parties may
provide to one another in accordance herewith.  If notice is sent to Pledgor,
a copy of such notice shall also be given to Wayne H. Hykan, Esq., Brownstein
Hyatt Farber & Strickland, P.C., 410 17th Street, Suite 2222, Denver,
Colorado 80202.  If notice is sent to Pledgee, a copy of such notice shall
also be given to Alan B. Lottner, Esq., Haligman & Lottner, PC, 633  17th
Street, Suite 2700, Denver, Colorado 80202.  Notices delivered personally
will be effective upon delivery to an authorized representative of the party
at the designated address; notices sent by mail in accordance with the above
paragraph will be effective upon execution of the Return Receipt Requested.


     19.  Consent of Pledgor.  Pledgor consents to the exercise by Pledgee of
any rights of Pledgor in accordance with the provisions of this Agreement.


     20.  Severability.  Every provision of this Agreement is intended to be
severable.  In the event any term or provision hereof is declared by a court
of competent jurisdiction to be illegal or invalid for any reason whatsoever,
such illegality or invalidity shall not affect the legality or validity of
the balance of the terms and provisions hereof, which terms and provisions
shall remain binding and enforceable.


     21.  Amendment.  This Agreement may be modified or rescinded only by a
writing expressly relating to this Agreement and signed by all of the
parties.


     22.  Limitation of Liability.  No officer, director or shareholder of
Pledgor shall be bound by or have any personal liability hereunder or under
any documents, agreements, understandings or arrangements relating to this
transaction.  The parties to this Agreement shall look solely to the assets
of Pledgor for satisfaction of any liability of Pledgor in respect of this
Agreement and all documents, agreements, understandings and arrangements
relating to this transaction and will not seek recourse or commence action
against any of the directors, officers or shareholders of Pledgor or any of
their personal assets for the performance or payment of any obligation
hereunder or thereunder.  The foregoing shall also apply to all and any
future documents, agreements, understandings, arrangements and transactions
between the parties hereto with respect to the Obligations, the Collateral or
this Agreement.


     23.  Termination.  This Agreement shall terminate, and shall be of no
further force or effect, upon the earlier to occur of the following:  (i)
full payment and performance of the Obligations of the Pledgor, (ii)
acquisition by Pledgor or an affiliate of Pledgor of 100% ownership interest
in the Limited Liability Company, or (iii) upon the mutual consent of Pledgor
and Pledgee.



                          [SIGNATURE PAGE FOLLOWS]
<PAGE>

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

                         PLEDGOR:  WELLSFORD PARK HIGHLANDS CORP., a Colorado
                                   corporation


                                   By:______________________________________
                                      Name:_________________________________
                                      Title:________________________________

                         PLEDGEE:  _________________________________________
                                   Al Feld

STATE OF ____________    )
                         ) ss.
COUNTY OF ___________    )

     The foregoing instrument was acknowledged before me this ____ day of
_______________, 199__, by _________________________ as _______________ of
Wellsford Park Highlands Corp., a Colorado corporation.

     WITNESS my hand and official seal.

     My commission expires:  ___________________________________.
     Address:

                                   ________________________________
     (SEAL)                        Notary Public


STATE OF COLORADO        )
                         ) ss.
COUNTY OF ___________    )

     The foregoing instrument was acknowledged before me this __ day of
__________, 199__, by Al Feld.

     WITNESS my hand and official seal.

     My commission expires:  _____________________________________.
     Address:

                                   ________________________________
     (SEAL)                        Notary Public
<PAGE>

                                SCHEDULE A TO
                                 EXHIBIT H-2

                 CONSENT TO SECURITY INTEREST AND AGREEMENT 
                               OF THE MEMBERS
                          OF PARK AT HIGHLANDS LLC,
                    a Colorado Limited Liability Company

     The undersigned, being all the members of PARK AT HIGHLANDS LLC, a
Colorado limited liability company (the "Limited Liability Company") hereby
represent and certify to Al Feld, an individual having an address at 4600
South Ulster Street, Suite 350, Denver, Colorado  80237 (the "Secured Party")
as follows:

     1.   The Limited Liability Company has received notice from the Secured
Party that the Secured Party has a security interest in the following
collateral (the "Collateral") registered to Wellsford Park Highlands Corp., a
Colorado corporation (the "Debtor"): 

               (i)  All of the right, title and interest of the Debtor in the
          Limited Liability Company, whether now owned or hereafter acquired,
          including, without limitation, the Debtor's Interest (as defined in
          the Operating Agreement) in the Limited Liability Company and its
          right to receive payments and distributions from the Limited
          Liability Company and allocations under or in connection with the
          Operating Agreement, as such Operating Agreement may be modified or
          extended from time to time with the written consent of the Secured
          Party; and

              (ii)  All proceeds, whether cash proceeds or noncash proceeds,
          and products of any and all of the foregoing.

     2.   Other than the notice from the Secured Party referred to above, the
Limited Liability Company has not received any notice from any entity or
person claiming an adverse claim against, lien on or security interest in the
Collateral.

     3.   The security interest of the Secured Party referred to above was
duly registered in the books and records of the Limited Liability Company
effective April 27, 1995.

     4.   Interests in the Limited Liability Company are not represented in
any certificate, instrument or document, and such Interests may be assigned,
transferred or pledged without the party receiving such assignment, transfer
or pledge taking physical possession of any certificate, instrument or
document.

     5.   The Members hereby consent to the execution and delivery of that
certain the Pledge and Security Agreement by the Debtor and agree hereby to
be bound by Section 4 thereof to assign, set over, transfer, distribute, pay
and deliver the Collateral and any and all payments, proceeds or products due
to Debtor under the Collateral to the Secured Party.

     This agreement and all documents, agreements, understandings and
arrangements relating to this transaction have been executed by the
undersigned on behalf of Wellsford Park Highlands Corp., a Colorado
corporation ("WPHC") in his/her capacity as an officer or director of WPHC,
and not individually, and neither the directors, officers or shareholders of
WPHC shall be bound by or have any personal liability hereunder or
thereunder.  The parties to this agreement shall look solely to the assets of
WPHC for satisfaction of any liability of WPHC in respect of this agreement
and all documents, agreements, understandings and arrangements relating to
this transaction and will not seek recourse or commence any action against
any of the directors, officers or shareholders of WPHC or any of their
personal assets for the performance or payment of any obligation hereunder or
thereunder.  The foregoing shall also apply to all and any future documents,
agreements, understandings, arrangements and transactions between the parties
hereto with respect to the Collateral or this Agreement.

     EXECUTED as of the date set forth above.
 
               MEMBERS:       WELLSFORD PARK HIGHLANDS CORP., a  Colorado
                              corporation


                              By: __________________________________________
                                 Name:______________________________________
                                 Title: ____________________________________
                              

                              ______________________________________________
                              AL FELD, an individual


AGREED TO AND CONCURRED:

SOLE MANAGER

____________________________
Al Feld

<PAGE>

                                  EXHIBIT N

                     DESCRIPTION OF PLANS/SPECIFICATIONS
<PAGE>

                                  EXHIBIT O

                            FINAL PROJECT BUDGET

<PAGE>

                                  EXHIBIT U

                           SUBSTITUTION AGREEMENT


     THIS SUBSTITUTION AGREEMENT (this "Agreement") is made and entered into
as of the ____ day of December 1995, by and among Al Feld, an individual
("Feld"), Wellsford Park Highlands Corp., a Colorado corporation ("WPHC"),
and The Feld Company, a Colorado corporation (the "Company").

                                  RECITALS

     A.   WPHC is a Member of Park at Highlands LLC, a Colorado limited
liability company (the "LLC"), which LLC is governed by its Operating
Agreement dated as of April 27, 1995 (the "Operating Agreement") by and
between WPHC and Feld.

     B.   Feld is also a Member, as well as the Manager, in the LLC and is
the principal officer and shareholder of the Company.

     C.   In order to facilitate WPHC's appointment of the Company as a
substitute Member and the Manager of the LLC upon the death or disability of
Feld in accordance with Section 12.13 of the Operating Agreement and to bind
the Company to the agreements set forth in said Section 12.13, the parties
hereto now desire to enter into this Agreement.

                                  AGREEMENT

     NOW, THEREFORE, in consideration of the execution of the Operating
Agreement and of the recitals, covenants and agreements set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

     a.   Request for Substitute Manager.  In the event that Feld should die
or WPHC shall elect to remove Feld as manager due to disability (such an
event is hereinafter referred to as a "Triggering Event"), WPHC shall have
the right, at its sole option, to request in writing that:  (a) the Company
shall acquire from Feld (or from his estate, if Feld is deceased) the entire
interest of Feld in the LLC; (b) the Company shall be admitted as a Member of
the LLC and substituted for Feld as Member and Manager under the Operating
Agreement; and (c) the Company shall assume, in writing, all of the
obligations of the Manager and of a Member under the Operating Agreement, as
the same may be amended from time to time.  The foregoing actions under items
(a), (b) and (c) shall be effective upon the next business day after WPHC
delivers its written request to the Company and Feld.  Notwithstanding
anything to the contrary contained herein or in the Operating Agreement, if
the Company is substituted for Feld as a Member and Manager, then Feld (or
his estate if Feld is deceased) shall remain liable for the performance of
the obligations of the Manager under the Operating Agreement, in accordance
with Section 12.12.3.2 thereof.

     b.   Failure to Request a Substitute Manager.  If WPHC fails to exercise
its option under Section 12.13 of the Operating Agreement and this Agreement
to cause the Company to be substituted for Feld as the Manager within ninety
(90) days after the date of a Triggering Event, then such right shall
automatically terminate and Feld (and his estate) shall be released from all
responsibilities and obligations as Manager under the Operating Agreement
arising after the effective date of Feld's withdrawal or Removal (as said
term is defined in the Operating Agreement,) from the LLC in connection with
the Triggering Event.

     c.   Attorneys Fees.  In the event any litigation or other legal
proceedings or alternative dispute resolution proceedings are brought for the
enforcement of or arise out of this Agreement, the prevailing party shall be
entitled to recover from the non-prevailing party all reasonable attorneys'
fees and costs and all other reasonable expenses, in addition to any other
relief or damages obtained.

     d.   Further Documentation.  The parties hereby agree to execute, from
time to time, such other documents as may be reasonably necessary to
effectuate the intent of this Agreement and Section 12.13 of the Operating
Agreement.

     e.   GOVERNING LAW.  THE PARTIES HERETO AGREE THAT THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
COLORADO WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  SUCH PARTIES
FURTHER AGREE THAT THIS AGREEMENT MAY BE ENFORCED IN THE DISTRICT COURT IN
AND FOR THE CITY AND COUNTY OF DENVER, STATE OF COLORADO AND THEY DO HEREBY
SUBMIT TO THE JURISDICTION OF SUCH COURT REGARDLESS OF THEIR RESIDENCE OR
WHERE THIS AGREEMENT MAY BE EXECUTED.

     f.   Successors and Assigns.  All agreements, covenants, conditions and
provisions of this Agreement shall inure to the benefit of and be binding
upon the respective heirs, personal representatives, successors and assigns
of the parties hereto.

     g.   Notices.  Whenever any party hereto shall desire to, or be required
to, give or serve any notice, demand, request or other communication with
respect to this Agreement, each such notice, demand, request or communication
shall be in writing and shall be effective only if the same is delivered by
personal service (including, without limitation, courier or express service)
or mailed certified or registered mail, postage prepaid, return receipt
requested, or sent by telegram to the parties at the addresses shown in the
Operating Agreement or such other addresses which the parties may provide to
one another in accordance therewith.  The notice address for the Company
shall be the same as the notice address for Feld.  If notice is sent to WPHC,
a copy of such notice shall also be given to Wayne H. Hykan, Esq., Brownstein
Hyatt Farber & Strickland, P.C., 410 17th Street, Suite 2222, Denver,
Colorado 80202.  If notice is sent to Feld or the Company, a copy of such
notice shall also be given to Alan Lottner, Esq., Haligman and Lottner, First
Interstate Tower North, 633 Seventeenth Street, Suite 2700, Denver, Colorado
80202-3635.  Notices delivered personally will be effective upon delivery to
an authorized representative of the party at the designated address; notices
sent by mail in accordance with the above paragraph will be effective upon
execution of the Return Receipt Requested.

     h.   Severability.  Every provision of this Agreement is intended to be
severable.  In the event any term or provision hereof is declared by a court
of competent jurisdiction to be illegal or invalid for any reason whatsoever,
such illegality or invalidity shall not affect the legality or validity of
the balance of the terms and provisions hereof, which terms and provisions
shall remain binding and enforceable.

     i.   Capitalized Terms.  All capitalized terms not otherwise defined
herein shall have the meanings set forth in the Operating Agreement.

     j.   Amendment.  This Agreement may be modified or rescinded only by a
writing expressly relating to this Agreement and signed by all of the
parties.

                          [SIGNATURE PAGE FOLLOWS]
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.




________________________________________
AL FELD, individually


WELLSFORD PARK HIGHLANDS CORP., a
Colorado corporation


By:_____________________________________
Its:____________________________________


THE FELD COMPANY, a Colorado corporation


By:_____________________________________
Its:____________________________________