Exhibit 10.50

                        AGREEMENT OF PURCHASE AND SALE
                         AND JOINT ESCROW INSTRUCTIONS

     THIS AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (this
"Agreement") is made and entered into as of the 30th day of April, 1996, by and
between the Derby-Heinze Partnership, an Oregon general partnership comprised
of Double D Development, Inc., an Oregon corporation, and Shelburne Company,
Inc., an Oregon corporation ("Seller"), and Wellsford Residential Property
Trust, a Maryland Real Estate Investment Trust ("Buyer").

                                   RECITALS

     A.   Seller is the holder of an option to purchase certain land pursuant
to the terms and conditions of that certain Option Agreement and Contract of
Sale dated December 23, 1993, between Lincoln Memorial Park, Inc. ("LMP"), an
Oregon corporation, as "Optionor," and Seller, as the "Optionee," which has
been amended and extended by agreement dated December 22, 1995 (the "Option
Agreement").

     B.   Seller is the owner of an 11-acre tract of land west of and
contiguous to the Option Land formerly owned by Jim and Barbara Hoyt (the "Hoyt
Property").

     C.   Seller has obtained an approval from Clackamas County (the "County")
for a Planned Unit Development (the "PUD") known as "Altamont," subject to
certain conditions.  The County and Seller have entered into a Memorandum of
Understanding to facilitate the land acquisition, construction, and financing
of a minor arterial to serve the Altamont development and region and to
implement the County's Comprehensive Plan.

     D.   A portion of the Altamont PUD includes approximately 24.5 acres
approved and zoned for multi-family units.  The zone designation is "MR-2" and
the approved density is 18 units per acre.  The approved number of units for
this site is 441, and there may be additional units available through the
"density bonus" zoning code provisions of the County.

     NOW, THEREFORE, the parties hereto agree as follows:

     Section 1.  Definitions.  Capitalized terms not otherwise defined herein
shall have the following definitions:

     1.1  "Access Road" is the minor arterial road extending Johnson Creek
Boulevard from its intersection at 92nd Avenue up through the site to the final
on-site intersection.

     1.2  "Closing Date" means the date of closing of this transaction, which
shall be September 15, 1996, or sooner, provided the conditions set forth in
Section 6 have been satisfied or waived.  The Closing Date may be extended
beyond September 15, 1996, at Buyer's option, if the conditions set forth in
Section 6 have not yet been satisfied or waived.

     1.3  "County" means Clackamas County, Oregon.

     1.4  "Escrow" means the escrow with Escrow Holder for the consummation of
the transaction described in this Agreement.

     1.5  "Escrow Holder" means Chicago Title Insurance Company of Oregon.

     1.6  "Land" means the 24.5 acres to be transferred by the terms of this
Agreement as more fully defined in Exhibits A and B, incorporated herein by
this reference.  Approximately 22 acres is from the LMP part of the PUD land
and approximately 2.5 acres is from the Hoyt Property part of the PUD land.

     1.7  "Project" means the 441 (or more) multi-family units to be
constructed upon the Land.

     1.8  "PUD" means the Altamont Planned Unit Development.

     1.9  "Title Company" means Chicago Title Insurance Company of Oregon.

     1.10 "Utilities" means Sanitary and Storm Water facilities, Water,
Electric Power, Natural Gas, Telephone and Cable TV Service.  Public and
Private Utility requirements for the PUD and the Land are defined in the County
PUD approval.

     Section 2.  Purchase and Sale.  Seller agrees to sell to Buyer the Land
(24.5 acres) and to provide the Utilities to the property line adequate to
service the Project and Buyer agrees to purchase from Seller the Land upon the
terms and conditions set forth in this Agreement.

     2.1  The purchase price for the Land (the "Purchase Price") shall be
$2,646,000.00.  To the extent Buyer actually constructs more than 441 units on
the Land in accordance with the "density bonus" zoning provisions of the
County, then the Purchase Price shall be increased by an amount equal to
$6,000.00 multiplied by the number of units in excess of 441 actually
constructed (the "Bonus Density Payment").

     2.2  The Purchase Price shall be payable as follows:

          2.2.1     Earnest money in the amount of $100,000.00 cash, plus any
interest thereon (the "Earnest Money").  An initial amount of $50,000.00 shall
be deposited in Escrow within three (3) business days of the execution of this
Agreement.  An additional amount of $25,000.00 shall be deposited in Escrow on
or before May 5, 1996.  An additional amount of $25,000.00 shall be deposited
in Escrow on or before June 5, 1996.  Of the initial deposit of $50,000.00,
$25,000.00 shall be nonrefundable, unless Seller defaults under this Agreement. 
On May 5, 1996, and on the 5th day of each month thereafter, an additional
$5,000.00 of the Earnest Money, up to a maximum of $75,000.00  inclusive of the
$25,000.00 portion of the original $50,000.00 initial deposit of Earnest Money
shall become nonrefundable.  The Earnest Money shall be held in an interest-
bearing escrow account and any interest shall be applied toward the Purchase
Price.

          2.2.2     The balance of the Purchase Price in immediately available
funds at closing.

          2.2.3     The Bonus Density Payment attributable to construction of
more than 441 units in the Project shall be paid upon issuance of building
permits for the additional units.

     Section 3.  Existing and Future Encumbrances.

     3.1  Obligation to Pay.  Upon closing of the Option Agreement between
Seller and LMP, a portion of the Land will be subject to a trust deed with LMP,
as beneficiary, dated __________________, 19__, to be recorded
__________________, 199__, in Book ___, Page ____, Clackamas County Records,
Clackamas County, Oregon (the "Prior Lien").  Seller covenants to Buyer (a)
that no default exists under the Option Agreement and Contract of Sale; and,
(b) that Seller will make all payments under the Option Agreement and Contract
of Sale when due and will obey and observe all of the terms of such instrument,
except as to those matters that are to be performed by Buyer under the terms of
this Agreement.  If either Seller or Buyer receives notice from or on behalf of
the holder of the Prior Lien of breach of any of the terms of the Prior Lien,
the party receiving the notice shall immediately forward a copy of such notice
to the other party.  Contemporaneously with the close of Escrow, Escrow Agent
shall satisfy the pro rata portion of the Prior Lien required to obtain a full
release of the LMP portion of the Land.

     3.2  LID.  Shortly after completion of construction of the Access Road,
the Land shall be assessed a proportionate share of the cost of constructing
the Access Road through a local improvement district ("LID") in an amount not
to exceed $700,000.00 (the "LID Assessment").  Buyer shall pay the LID
Assessment in full within thirty (30) days of assessment by the County.  The
amount of the assessment pursuant to the LID shall be credited against the
Purchase Price for the purchase of the Property.  In the event the LID
Assessment has not occurred prior to the close of Escrow, Escrow Agent shall
retain $700,000.00 in Escrow until such time as the LID Assessment is made. 
Once the LID Assessment is made, Escrow Agent shall release to Seller the
difference between the actual assessment and the $700,000.00 and shall pay to
the County the amount of the actual assessment.

     3.3  Failure to Pay.  In the event Seller fails to perform any obligation
or fails to make any payment required by the Prior Lien, Buyer shall have the
right to correct the default or to make any part or all of the payment payable
to Seller under this Agreement directly to the holder of the Prior Lien or
third party to whom such payment is required to be made under the Prior Lien
until Seller's obligation is satisfied.  Buyer's reasonable costs in performing
Seller's obligation with interest at the rate of eighteen percent (18%) per
annum from the date of expenditure shall be credited to the next installments
coming due under this Agreement as though paid directly to Seller.

     3.4  Obligations of Buyer.  Buyer shall not cause or suffer any act or
failure to act within the reasonable control of Buyer that if attributed to
Seller might cause a default under any of the provisions of the Prior Lien or
the LID.

     3.5  Homeowner's Association.  Buyer acknowledges that the Property is
subject to the terms and conditions of the County's PUD approval, as modified.
As such, Buyer understands that it must participate in the Altamont Homeowner's
Association, including the payment of appropriate association dues and
obligations.  The parties agree to cooperate in the development of an
assessment formula for the association dues collectable from the Project and
agree to cooperate on mutually acceptable provisions in the homeowner's
association documentation, including the terms and conditions attached hereto
as Exhibit C.

     3.6  Easements, Sewer, Off-Site Storm Water Retention Facility, and
Emergency Access Road.  Buyer and Seller agree to cooperate in the granting of
cross-easements for sewer and storm water lines and emergency access road
across the PUD and Land.  Buyer agrees to participate in the pro rata cost of
the construction of an off-site storm water retention facility, either on or
off of the Land.  The cost shall be prorated based upon the projected usage of
the storm water retention facility by the affected areas of the Altamont
Development and of the Project as more fully set forth in Exhibit E-2.  Seller
shall participate in the cost of a sewer line either across or adjacent to the
Land if applicable sewer agency regulation would permit the installation by
Buyer of a small capacity line.  In such event, Seller shall pay all costs
attributable to the installation of a larger capacity sewer line.  All budgets,
contracts for construction of such sanitary sewer line and off-site storm water
retention facilities shall be subject to approval by Buyer, which approval
shall not be unreasonably withheld.

     Section 4.  Conditions of Title.  Upon closing, Seller shall convey to
Buyer marketable and insurable fee-simple title to the Land by execution and
delivery of a statutory warranty deed.  Evidence of the delivery of marketable,
insurable, fee-simple title shall be the issuance by Chicago Title Insurance
Company of an ALTA extended coverage policy of title insurance in the amount of
the Purchase Price, insuring fee-simply title to the Land in Buyer's name,
subject only to the LID, the condition of the PUD approval for the County, the
Conditions, Covenants, and Restrictions (CC&R's) and other related homeowners
association documentation, to-be-granted easements for the fill and the storm
water and sewer facilities, and any other exceptions as Buyer shall approve
pursuant to this Agreement.

     Section 5.  Escrow.

     5.1  Opening of Escrow.  With the deposit by Buyer of the sum of
$50,000.00, Escrow shall be opened for consummating this transaction.  Buyer
and Seller shall deliver a fully-executed copy of this Agreement to Escrow
Holder.  Buyer and Seller hereby authorize their respective attorneys to
execute and deliver into Escrow any additional or supplemental instructions as
may be necessary or convenient to implement the terms of this Agreement and to
close this transaction.

     5.2  Indemnification of Escrow Holder.  If this Agreement or any matter
relating to it becomes the subject of any litigation or controversy, Buyer and
Seller agree, jointly and severally, to hold Escrow Holder free and harmless
from any loss or expense, including attorney fees, that may be suffered by it
by reason thereof, except if by reason of Escrow Holder's own gross negligence. 
In the event conflicting demands are made or notices are served on Escrow
Holder with respect to this Agreement, Buyer and Seller expressly agree that
Escrow Holder shall be entitled to file suit in interpleader and obtain an
order from the court requiring Buyer and Seller to interplead and litigate
their several claims and rights among themselves.  Upon filing the action in
interpleader, Escrow Holder shall be fully released and discharged from any
obligations imposed on it by this Agreement.

     5.3  Nonliability of Escrow Holder.  Escrow Holder shall not be liable for
the sufficiency or correctness as to form, manner, execution, or validity of
any instrument deposited with it, nor as to the identity, authority, or rights
of any person executing such instrument, nor for failure to comply with any of
the provisions of any agreement, contract, or other instrument filed with
Escrow Holder or referred to here, except Escrow Holder's own performance
pursuant to this Agreement or any other escrow instructions or if by reason of
Escrow Holder's own gross negligence.  Escrow Holder's duties under this
Agreement shall be limited to safekeeping the money, instruments, or other
documents received by it as Escrow Holder, and for depositing them in
accordance with the terms of this Agreement.  Notwithstanding the foregoing,
nothing in this Section 5.3 shall limit the liability of Escrow Holder as the
title insurer under the title policy.

     Section 6.  Contingencies and Conditions to Closing.

     6.1  Conditions Precedent to Buyer's Obligations.  The close of Escrow and
Buyer's obligations with respect to the transaction contemplated by this
Agreement are subject to the satisfaction, not later than the Closing Date
(unless otherwise provided), of the following conditions, and the obligations
of the parties with respect to such conditions are as follows:

          6.1.1     Title.  At closing, and as set forth in Section 4, Seller
shall convey fee simple title to the Land by statutory warranty deed, subject
only to the items set forth in Section 4, nondelinquent real property taxes,
items 1 through 11 of the preliminary title report prepared by Escrow Holder,
Order No. 136043, dated February 15, 1996 (the "Preliminary Commitment"), a
copy of which is attached as Exhibit D, and other matters that may be approved
in writing by Buyer; or

          6.1.2     Preliminary Title Report Issuance.  Within twenty (20) days
of the execution of this Agreement, Seller, at Seller's cost and expense, shall
cause Title Company to issue to Buyer its preliminary title report on the Land
(the "Preliminary Commitment"), along with copies of all documents that give
rise to exceptions listed in the report (the "Underlying Documents").  Within
twenty (20) days of receiving the Preliminary Commitment and the Underlying
Documents, Buyer shall give Seller written notice setting forth the exceptions
that are not acceptable to Buyer (the "Unacceptable Exceptions").  All other
exceptions shall be deemed acceptable to Buyer.  Seller shall have thirty (30)
days after receiving Buyer's notice within which to give Buyer its written
notice agreeing to eliminate the Unacceptable Exceptions or electing to
terminate this Agreement.  If Seller agrees to eliminate the Unacceptable
Exceptions, Seller shall be obligated to do so at its cost and as of the
Closing Date.  In the event an updated preliminary title report identifies
additional exceptions, the same process shall be utilized to either accept or
eliminate additional Unacceptable Exceptions.

          6.1.3     Seller's Deliveries.  Seller shall have timely delivered
each and every item to be delivered by Seller pursuant to this Agreement.

          6.1.4     Title Insurance.  As of the close of escrow, Title Company
shall have issued or shall have committed to issue the title policy to Buyer.

          6.1.5     Buyer's Due Diligence.  Buyer's obligation to close shall
be contingent upon completion of Buyer's due diligence investigation of the
Land and Buyer's study of the feasibility of developing the Project on the
Land.  Buyer's due diligence may include, without limitation, the following: 

       (i)     Inspection of the Land by Buyer or Buyer's agents;

      (ii)     Review and approval of all existing plans, specifications, soils
               reports, environmental reports, engineering reports, and other
               reports and information relating to the Land and the plans and
               specifications for the entrance to the PUD, including signage at
               the entrance; and

     (iii)     Buyer's receipt and acceptance of an environmental assessment by
               a qualified environmental consulting firm selected and paid for
               by Buyer.  The assessment is to indicate that there is no
               evidence that hazardous materials are present on, under, or so
               near the Land or in the fill to be placed upon the Land, in such
               form and quantities as to expose Buyer to liability for clean
               up, the cost thereof, or other legal environmental liability.

Buyer shall complete all due diligence by April 30, 1996.  If Buyer elects to
cancel this transaction, at the end of this time, Buyer shall provide Seller
with written notice of Buyer's intent to cancel the transaction.  In the event
Buyer fails to provide the written notice, this contingency shall be deemed
satisfied.

          6.1.6     Local Improvement District.  Within ninety (90) days of the
execution of this Agreement, Seller shall deliver to Buyer all existing
documentation for the LID for the construction of the Access Road.  In the
event the LID is not approved within ninety (90) days of the execution of this
Agreement, Buyer may cancel this transaction and receive a full refund of all
Earnest Money.

          6.1.7     Consent to Assignment of Right to Purchase.  Within ninety
(90) days of the execution of this Agreement, Seller shall have obtained from
LMP a consent to the assignment of the right to purchase that portion of the
Land which is subject to the Option.

          6.1.8     Land Division.  The County approves the pending and any
other necessary land division or lot line adjustments to subdivide the Land
into a saleable parcel.

          6.1.9     Seller's Construction Activities and Government Approvals. 
The following work has been completed on the Property or in connection with the
development of the PUD and the following approvals and permits have been
obtained with respect to the PUD and the Project:

               6.1.9.1   The Access Road has been completed to the satisfaction
of the County to allow adequate road access for construction of the Project;

               6.1.9.2   Seller has completed placement and engineered
compaction of the fill to be placed on the Property in a manner satisfactory
to, and approved by, Buyer.  Seller contemplates using as fill some or all, of
the soil resulting from the cuts necessary to construct the Access Road;

               6.1.9.3   Seller has caused to be constructed water lines with
sufficient flow for fire purposes as required by governmental authorities have
been completed to the Property line;

               6.1.9.4   Seller has caused to be constructed all other
Utilities including sanitary sewer, storm sewer, gas, and electricity as are
necessary to enable Buyer to construct the Project, obtain a certificate of
occupancy for the Project and occupy the Project;

               6.1.9.5   Seller has obtained all zoning and land use approvals
and permits required for development of the single-family development known as
Phase 1 of the Altamont Planned Unit Development and for the development of the
site for the Project (to include at least 441 multi-family units) and such
approvals are final and non-appealable.   The parties acknowledge that it shall
be Buyer's responsibility and obligation to obtain all necessary design
approvals, grading permits, and building permits for the construction of the
multi-family units, and that such approvals are not a condition of closing.

               6.1.10    Buyer shall have obtained design approval and site
plan approval for the Project, subject to such conditions and limitations as
may be acceptable to Buyer; provided, however, that if Buyer has not obtained
such approval by August 31, 1996, due to Buyer's failure to apply for such
approval by June 30, 1996, then such approval shall be deemed to have been
obtained by Buyer.

          The conditions set forth in this Section 6.1 are solely for the
benefit of Buyer and may be waived only by Buyer.  Buyer shall at all times
have the right to waive any condition.  Such waiver or waivers shall be in
writing to Seller.  The waiver by Buyer of any condition shall not relieve
Seller of any liability or obligation with respect to any representation,
warranty, covenant, or agreement of Seller.  Neither Seller nor Buyer shall act
or fail to act for the purpose of permitting or causing any condition to fail
(except to the extent Buyer, in its own discretion, exercises its right to
disapprove any such items or matters).

     6.2  Conditions Precedent to Seller's Obligations.  The close of Escrow
and Seller's obligations with respect to the transactions contemplated by this
Agreement are subject to the satisfaction, not later than the Closing Date
(unless otherwise provided), of the following conditions, and the obligation of
the parties with respect to such conditions are as follows:

          6.2.1     Buyer's delivery to Escrow Holder on or before the Closing
Date, for disbursement as provided herein, of the Purchase Price and the
documents and materials described herein.

          6.2.2     Buyer shall have funded the gap loan set forth in
Section 17 of this Agreement.

          6.2.3     The County shall have approved any necessary land divisions
to create a saleable parcel.

          6.2.4     Seller shall have received a commitment for the loan for
the purpose of developing Phase 1 as described in Section 2(j) of the Loan
Agreement attached hereto as Exhibit I-1.

          The conditions set forth in this Section 6.2 are solely for the
benefit of Seller and may be waived only by Seller.  Seller shall at all times
have the right to waive any condition.  Such waiver or waivers shall be in
writing to Buyer.  The waiver by Seller of any condition shall not relieve
Buyer of any liability or obligation with respect to any representation,
warranty, covenant, or agreement of Buyer.  Neither Buyer nor Seller shall act
or fail to act for the purpose of permitting or causing any condition to fail
(except to the extent Seller, in its own discretion, exercises its right to
disapprove any such items or matters).


     6.3. Failure of Conditions to Closing.  In the event any of the conditions
set forth in Sections 6.1 or 6.2 are not timely satisfied or waived, for a
reason other than the default of Buyer or Seller under this Agreement:

          6.3.1     This Agreement, the Escrow, and the rights and obligations
of Buyer and Seller shall terminate, except as otherwise provided herein; and,

          6.3.2     Escrow Holder is hereby instructed to promptly return to
Seller and Buyer all funds and documents deposited by them, respectively, in
Escrow that are held by Escrow Holder on the date of the termination (minus, in
the case of the party otherwise entitled to such funds, however, the amount of
any cancellation charges required to be paid by that party under Section 6.4).

     6.4  Cancellation Fees and Expenses.  In the event this Escrow terminates
because of the nonsatisfaction of any condition for a reason other than the
default of Seller under this Agreement, the cancellation charges required to be
paid by and to Escrow Holder shall be borne by Buyer.  In the event this Escrow
terminates because of Seller's default, the cancellation charges required to be
paid by and to Escrow Holder shall be borne by Seller.  The obligations set
forth in this Section 6.4 are in addition to the remedies provided in
Section 22.

     6.5  Contingencies To Closing.  Seller's obligation to sell the Land to
Buyer and Buyer's obligation to purchase the Land from Seller shall be
contingent upon mutual agreement between Seller and Buyer on, and approval by
Seller and Buyer of, the following:

          (a)  A preliminary fill plan to be attached to this Agreement as
Exhibit E-1;

          (b)  A plan for the monument sign at the entry to the Altamont
Planned Unit Development described in Section 13.3.3 of this Agreement;

          (c)  A proportionate share of, or limit on, the homeowners' dues to
be imposed by the Altamont Homeowners Association on the Land and paid by Buyer
as owner of the Land; and,

          (d)  An Approved Building Materials List to be attached to this
Agreement as Exhibit H.

          Seller and Buyer shall have until 5:00 p.m. on April 30, 1996, to
satisfy or waive the contingencies set forth in this Section 6.5 and to give
the other party notice that such contingencies have been satisfied or waived. 
If Seller and Buyer shall not both satisfy or waive such contingencies and give
the other party such notice on or before 5:00 p.m. on April 30, 1996, then this
Agreement shall be automatically terminated.

     Section 7.  Deliveries to Escrow Holder.

     7.1  By Seller.  On or before the Closing Date, Seller shall deliver the
following in escrow to Escrow Holder:

          7.1.1     Deed.  A statutory warranty deed, substantially in the form
attached as Exhibit F, duly executed and acknowledged in recordable form by
Seller, conveying all of the Property to Buyer subject only to the items set
forth in Section 4, and other matters that may be approved in writing by Buyer.

          7.1.2     General Assignment.  Seller shall assign to Buyer all of
Seller's interests in or related to the Property, including without limitation:

               7.1.2.1   All approvals, permits, and agreements involving or
relating to the Land as more particularly defined in Exhibit G.

               7.1.2.2   All plans, specifications, reports, as-built drawings,
maps and the like relating to the utilities to be constructed by Seller to or
on the Land and the fill to be placed by Seller on the Land; and,

               7.1.2.3   Any warranties or guaranties arising out of
construction, consulting, architectural, and engineering contracts relating to
the construction of utilities to be constructed by Seller to or on the Land and
the fill to be placed on the Land by Seller.

          7.1.3     Nonforeign Certification.  Seller represents and warrants
that it is not a "foreign person" as defined in IRC Section 1445.  Seller will
give an affidavit to Buyer to this effect in the form required by that statute
and related regulations.

          7.1.4     Changes of Address.  Written notices executed by Seller to
taxing authorities having jurisdiction over the Property changing the address
for service of notice and delivery of statements and bills.

          7.1.5     Proof of Authority.  Such proof of Seller's authority and
authorization to enter into this Agreement and to consummate the transaction
contemplated by it, and such proof of the power and authority of the persons
executing and/or delivering any instruments, documents, or certificates on
behalf of Seller to act for and bind Seller, as may be reasonably required by
Escrow Holder and/or Buyer.

     7.2  By Buyer.  On or before the Closing Date, Buyer shall deliver the
following in escrow to Escrow Holder:

          7.2.1     Purchase Price.  The Purchase Price in accordance with
Section 2 above;

          7.2.2     Prorations.  The amount due Seller, if any, after the
prorations are computed in accordance with Section 11 below; and,

          7.2.3     Proof of Authority.  Such proof of Buyer's authority and
authorization to enter into this Agreement and to consummate the transaction
contemplated by it, and such proof of the power and authority of the persons
executing and/or delivering any instruments, documents, or certificates on
behalf of Buyer to act for and bind Buyer, as may be reasonably required by
Escrow Holder and/or Seller.

     Section 8.  Deliveries to Buyer at Closing.  Seller shall deliver
possession of the Land to Buyer at close of Escrow.

     Section 9.  Title Insurance.  At Closing, Seller shall provide, at its
expense, a standard owner's title insurance policy in the amount of the
Purchase Price specified above, insuring title vested in Buyer or its nominees,
subject only to the items set forth in Section 4, and other matters that may be
approved in writing by Buyer.  Buyer shall pay the additional premium for an
ALTA extended coverage title insurance policy.

     Section 10.  Adjustments.  Seller shall pay for the standard coverage
title insurance policy, all transfer fees or taxes, one-half of all escrow fees
and costs, survey costs, and Seller's share of prorations pursuant to
Section 11 below.  Buyer shall pay the additional premium for an ALTA extended
coverage policy of title insurance, if such policy is desired by Buyer, one-
half of the escrow fees and costs, its own engineering and inspection fees, and
Buyer's share of prorations pursuant to Section 11 below.  Buyer and Seller
shall each pay their own legal fees.  All other costs and expenses shall be
allocated between Buyer and Seller in accordance with the customary practice in
Clackamas County, Oregon.  At closing, Buyer shall contribute any funds
necessary to pay its share of adjustments.

     Section 11.  Prorations.  Presently existing taxes, assessments, improve-
ment bonds, and other expenses, if any, affecting the Land shall be prorated as
of the day following the Closing Date.  For the purpose of calculating
prorations, Buyer shall be deemed to be in title to the Land and, therefore,
responsible for the expenses for the entire day following the Closing Date.

     Section 12. Disbursements and Other Actions by Escrow Holder.  At closing,
Escrow Holder shall do the following:

     12.1 Funds.  Disburse all funds deposited with Escrow Holder by Buyer in
payment of the Purchase Price as follows:

          12.1.1    Deduct all items chargeable to the account of Seller
pursuant to Section 11 above.

          12.1.2    Disburse the balance of the Purchase Price to Seller
promptly upon closing.

          12.1.3    Disburse the remaining balance of the funds, if any, to
Buyer promptly upon closing.

     12.2 Recording.  Cause the deed and any other documents that the parties
may mutually direct to be recorded in the official records and obtain conformed
copies for distribution to Buyer and Seller.

     12.3 Title Policy.  Issue the title policy to Buyer.

     12.4 Disbursement of Documents to Buyer.  Disburse to Buyer the FIRPTA
certificate and any other documents (or copies thereof) deposited into escrow
by Seller pursuant hereto.

     Section 13.  Seller's Representations, Warranties, and Covenants.  In
addition to any express agreements of Seller contained herein, the following
constitute representations and warranties of Seller to Buyer:

     13.1 Representations Regarding Seller's Authority.

          13.1.1    Seller has the legal power, right, and authority to enter
into this Agreement and the instruments referred to here and to consummate the
transactions contemplated herein, subject to the completion of a pending land
division.

          13.1.2    All requisite action (corporate, trust, partnership, or
otherwise) has been taken by Seller in connection with entering into this
Agreement, the instruments referred to here, and the consummation of the
transactions contemplated here.

          13.1.3    The persons executing this Agreement and the instruments
referred to here on behalf of Seller and the partners, officers, or trustees of
Seller, if any, have the legal power, right, and actual authority to bind
Seller to the terms and conditions of this Agreement.

          13.1.4    This Agreement and all documents required to be executed by
Seller are and shall be valid, legally binding obligations of and enforceable
against Seller in accordance with their terms.

          13.1.5    Neither the execution and delivery of this Agreement and
documents referred to here, nor the incurring of the obligations set forth
here, nor the consummation of the transactions here contemplated, nor
compliance with the terms of this Agreement and the documents referred to here
conflict with or result in the material breach of any terms, conditions, or
provisions of, or constitute a default under any bond, note, or other evidence
of indebtedness, or any contract, indenture, mortgage, deed of trust, loan,
partnership agreement, lease, or other agreements or instruments to which
Seller is a party or affecting the Property.

     13.2 Warranties and Representations Pertaining to Real Estate and Legal
Matters.

          13.2.1    The information contained in the recitals is true and
correct in every material respect as of the date of this Agreement.

          13.2.2    Except as disclosed to Buyer in writing, Seller knows of no
litigation, claim, or arbitration, pending or threatened, with regard to the
Land or its operation.

          13.2.3    No attachments, execution proceedings, assignments for the
benefit of creditors, insolvency, bankruptcy, reorganization, or other
proceedings are pending or, to the best of Seller's knowledge, threatened
against Seller, nor are any such proceedings contemplated by Seller.

          13.2.4    To the best of Seller's knowledge after due inquiry, the
construction, occupancy, and operation of the Land materially conform to and
comply with all applicable city, county, state, and federal law, statutes,
ordinances, and regulations, subject to a pending land division.  Seller has
obtained all zoning and land use approvals and will diligently pursue obtaining
permits required for development of the single-family development known as
Phase I of the Altamont PUD and for the development of the Project on the Land
(other than design approvals, grading permits and building permits relating to
the Project) and such zoning and land use approvals are final and non-
appealable.

          13.2.5    Seller has not entered into any other contracts for the
sale of the Land, nor do there exist any rights of first refusal or options to
purchase the Land.

          13.2.6    Seller has not received any notices from any insurance
company or from any consultant engaged by Seller of any defects or inadequacies
in the Land.

          13.2.7    To the best of Seller's knowledge, the Land is materially
in compliance with applicable state and federal environmental standards and
requirements affecting it.

          13.2.8    Seller has not received any notices of violation or
advisory action by regulatory agencies regarding environmental control matters
or permit compliance with respect to the Land.  To the best of Seller's
knowledge, no part of the Land constitutes wetlands subject to the jurisdiction
of the United States Army Corp. of Engineers.

          13.2.9    Seller has not transferred hazardous waste from the Land to
another location that is not in compliance with applicable environmental laws,
regulations, or permit requirements.  To the best of Seller's knowledge, no
other person has transferred hazardous waste from the Land to another location
that is not in compliance with applicable environmental laws, regulations, or
permit requirements.

        13.2.10   There are no proceedings, governmental administrative
actions, or judicial proceedings pending or, to the best of Seller's knowledge,
contemplated under any federal, state, or local laws regulating the discharge
of hazardous or toxic materials or substances into the environment.

        13.2.11   To the best of Seller's knowledge, Seller or others have not,
during its control of the Property, stored, produced, or disposed of any
hazardous substance, including asbestos, on the Land.

     13.3      Covenants Pertaining To Real Estate and Legal Matters.

        13.3.1    Seller covenants and agrees to use its best efforts to
fulfill the conditions precedent to the close of Escrow set forth in
Sections 6.1.6, 6.1.7, 6.1.8, 6.1.9, and all subsections thereof.

        13.3.2    Sellers covenants and agrees to make any necessary payments
to the County required under the Memorandum of Understanding between Seller and
the County.

        13.3.3    Seller covenants and agrees to construct a monument sign at
the entry to the Altamont Planned Unit Development, which sign shall be subject
to approval by Buyer, which approval shall not be unreasonably withheld.  Such
monument sign may include separate signage for the Project.  Seller will
cooperate with Buyer in Buyer's efforts to obtain approval from the County for
such separate signage.

        13.3.4    Seller covenants and agrees to comply with and fulfill all of
the conditions of the land use approvals and permits required for development
of the single-family development known as Phase I of Altamont Planned Unit
Development and for the development of the Project on the Land (other than
design approvals, grading permits, and building permits relating to the
Project).

        13.3.5    Seller covenants and agrees to form a Homeowner's Association
("HOA")  for the PUD.  The Declaration of Covenants, Conditions, and
Restrictions for the PUD (the "Declaration") and the Articles of Incorporation,
Bylaws, and other documents relating to the HOA shall be reasonably
satisfactory to Buyer.  Buyer, as owner of the Land, shall be entitled to
representation on the Board of Directors of the HOA pursuant to the terms of
the Declaration, Articles of Incorporation, and Bylaws of the HOA.

     Section 14.  As Is.  Other than Seller's representations and warranties
contained in this Agreement and those contained in any instrument delivered to
Buyer at closing, Buyer acknowledges that it is purchasing the Property "AS
IS."

     Section 15.  Buyer's Representations, Warranties, and Covenants.  In
addition to any express agreements of Buyer contained here, the following
constitute representations and warranties of Buyer to Seller:

     15.1      Buyer has the legal power, right, and authority to enter into
this Agreement and the instruments referred to here and to consummate the
transactions contemplated here.

     15.2      All requisite action (corporate, trust, partnership, or
otherwise) has been taken by Buyer in connection with entering into this
Agreement and the instruments referred to here and the consummation of the
transactions contemplated here.  No further consent of any partner,
shareholder, creditor, investor, judicial or administrative body, governmental
authority, or other party is required.

     15.3      The persons executing this Agreement and the instruments
referred to here on behalf of Buyer have the legal power, right, and actual
authority to bind Buyer to the terms and conditions of this Agreement.

     15.4      This Agreement and all documents required by it to be executed
by Buyer are and shall be valid, legally binding obligations of, and
enforceable against Buyer in accordance with their terms.

     15.5      Neither the execution and delivery of this Agreement and
documents referred to here, nor the incurring of the obligations set forth
here, nor the consummation of the transactions contemplated, nor compliance
with the terms of this Agreement and the documents referred to here conflicts
with or results in the material breach of any terms, conditions, or provisions
of or constitute a default under any bond, note, or other evidence of
indebtedness, or any contract, indenture, mortgage, deed of trust, loan,
partnership agreement, lease, or other agreements or instruments to which Buyer
is a party.

     15.6      Buyer shall pay when due, all payments required of Buyer under
the terms of this Agreement.  Buyer shall perform any term, condition, and
provision of this Agreement in a timely manner with time being of the essence. 
Buyer's failure to perform under this Agreement shall constitute a default
giving rise to the remedies set forth in Section 22.2.2 of this Agreement.

     15.7      Buyer shall construct the multi-family units to a high standard
using building materials from the material list attached hereto as Exhibit H.

     Section 16.  Damage or Destruction; Condemnation.  Until close of Escrow,
the risk of loss shall be retained by Seller.  Seller shall keep the Land fully
insured until close of Escrow.  If all or any part of the Land is damaged,
destroyed, or condemned or if condemnation proceedings are instituted before
close of Escrow, then Buyer may elect to either (i) terminate this Agreement,
in which event Escrow Holder shall promptly the Earnest Money and accrued
interest thereon to Buyer, this Agreement shall have no further force and
effect, and both Seller and Buyer shall be relieved and released of and from
any and all further liability under this Agreement; or, (ii) proceed to close
Escrow without an adjustment in price, in which event Seller shall assign to
Buyer all its right to any insurance proceeds or condemnation award, including
the sole right to settle or approve the settlement of any insurance claim or
condemnation action.  Buyer shall have thirty (30) days after notice of any
such damage, destruction, or condemnation within which to notify Seller as to
whether Buyer elects to terminate this Agreement or proceed to close Escrow. 
During such thirty (30) day period, Seller shall cooperate and use its best
efforts to provide Buyer with all information reasonably necessary to evaluate
the extent of such damage or destruction or the scope of such condemnation.

     Section 17.  Gap Loan.  Buyer will loan Seller up to $800,000.00 for a
term of two years from the date of closing of the loan transaction.  The loan
transaction shall close on or before May 15, 1996.  Notwithstanding the
foregoing, if Seller is unable or unwilling to close the purchase and sale
transaction contemplated by this Agreement on or before September 15, 1996, or
such other extended Closing Date set forth in Section 1.2, then the loan will
be accelerated and become due and payable on December 14, 1996.  The loan shall
bear interest at an annual rate equal to that rate announced by the Bank of
Boston from time to time as its prime rate plus two percent (2%).  Interest
only shall be payable quarterly.  Seller will pay a loan fee of two percent
(2%) of the principal amount to Buyer and Lender's legal fees not to exceed one
percent (1%) of the actual loan amount.  Loan documentation is appended hereto
as Exhibit I.

     Section 18.  Notices.  All notices or other communications required or
permitted under this Agreement shall be in writing, and shall be personally
delivered (including by means of professional messenger service) or sent by
registered or certified mail, postage prepaid, return receipt requested, and
shall be deemed received three (3) days after deposit in the United States
mail:

     To Buyer:       Wellsford Residential Property Trust
                     Attention: Daniel M. Kelley
                     101 East 26th Street, Suite 301
                     Tacoma, Washington 98421     

     With a Copy to:      Wellsford Residential Property Trust
                     610 Fifth Avenue, 7th Floor
                     New York, New York  10020
                     Attn: Chief Financial Officer

     With a Copy to:      Richard D. Thaler, Esq.
                     Williams, Kastner, Gibbs
                     601 Union Street, Suite 4100
                     Seattle, Washington 98101

     To Seller:           Derby-Heinze Partnership
                     c/o Double D Development, Inc.
                     Mr. Dennis L. Derby, President
                     6655 S.W. Hampton Street, Suite 100
                     Portland, Oregon 97223

     With a Copy to:      Mr. Gregory Heinze
                     Shelburne Company, Inc.
                     7008 S.W. Nyberg Road
                     Tualatin, Oregon 97062

     and a Copy to:       Stuart K. Cohen, Esq.
                     Cohen & Wu
                     41st Floor
                     111 S.W. 5th Avenue
                     Portland, Oregon 97204

     To Escrow Holder:    Chicago Title Insurance Company of Oregon
                     Attention: Nancy LaFontaine
                     10001 S.E. Sunnyside Road
                     Clackamas, Oregon 97015

Notice of change of address shall be given by written notice in the manner
detailed in this paragraph.

     Section 19.  Broker.  At the close of Escrow, Buyer shall pay a Buyer's
brokerage commission and fees owed to the brokerage firms of George N. Diamond
of Real Estate Investment Group and  Ted E. Johnson, Broker, which represented
Buyer in the transaction, in the approximate amount of $176,400.00 in
connection with the transactions contemplated by this Agreement as set forth in
the January 9, 1996 letter agreement attached hereto as Exhibit J.  Seller
represents and warrants to Buyer, and Buyer represents and warrants to Seller,
that no other broker or finder has been engaged by it, respectively, in
connection with any of the transactions contemplated by this Agreement, or to
its knowledge is in any way connected with any of such transactions.  In the
event of any claims for additional brokers' or finders' fees or commissions in
connection with the negotiation, execution, or consummation of this Agreement,
then Buyer shall indemnify, hold harmless, and defend Seller from and against
such claims if such claims are based on any statement or representation or
agreement by Buyer, and Seller shall indemnify, hold harmless, and defend Buyer
if such claims are based on any statement, representation, or agreement made by
Seller.

     Section 20.  Required Actions of Buyer and Seller.  Buyer and Seller agree
to execute all such instruments and documents and to take all actions pursuant
to the provisions of this Agreement in order to consummate the purchase and
sale contemplated and shall use their best efforts to accomplish the close of
Escrow in accordance with the provisions here.

     Section 21.  Entry.  Buyer, its agents, and designees shall have
reasonable access to the Land.  Buyer shall indemnify and hold Seller harmless
from any loss, damage, or claim arising out of Buyer's access to the Property.

     Section 22. Legal and Equitable Enforcement of This Agreement.

     22.1      Default By Seller.  In the event the close of Escrow and the
consummation of the transaction here contemplated do not occur by reason of any
default by Seller, Buyer shall have the right to either (i) obtain liquidated
damages as hereinafter set forth as Buyer's sole remedy, or (ii) institute an
action for specific performance to enforce Seller's obligations under this
Agreement to convey title to the Land to Buyer and to fulfill Seller's other
obligations under this Agreement.  If and only of Buyer elects to obtain
liquidated damages, Buyer and Seller agree that it would be impractical and
extremely difficult to estimate the damages that Buyer may suffer.  Therefore,
Seller and Buyer agree that a reasonable estimate of the total net detriment
that Buyer would suffer in the event that Seller defaults and fails to convey
the Land to Buyer is an amount equal to the Earnest Money and accrued interest
thereon and Buyer's predevelopment costs and expenses, including without
limitation, architectural, consultant, engineering, and legal fees and related
costs not to exceed One Hundred Thousand and No/100 Dollars ($100,000.00),
which amount shall be the full, agreed, and liquidated damages for the breach
of this Agreement., all other claims to damage or other remedies being herein
expressly waived by Buyer, and shall be Buyer's sole and exclusive remedy for
the breach of this Agreement (whether at law or in equity) unless Buyer elects
to institute an action for specific performance as set forth in this Section. 
The payment of this amount as liquidated damages is not intended as a
forfeiture or penalty, but is intended to constitute liquidated damages to
Buyer.  Upon default by Seller, this Agreement shall be terminated and neither
party shall have any further rights or obligations under this Agreement, each
to the other, except that Escrow Holder shall promptly return the Earnest Money
and accrued interest thereon to Buyer and except for the right of Buyer to
collect such predevelopment costs and expenses as liquidated damage from
Seller.

     22.2      Default By Buyer.

        22.2.1    Prior to Close of Escrow.  In the event the close of Escrow
and the consummation of the transaction here contemplated do not occur by
reason of any default by Buyer, Buyer and Seller agree that it would be
impractical and extremely difficult to estimate the damages that Seller may
suffer.  Therefore, Buyer and Seller agree that a reasonable estimate of the
total net detriment that Seller would suffer in the event that Buyer defaults
and fails to complete the purchase of the property is and shall be, and
Seller's sole and exclusive remedy (whether at law or in equity), an amount
equal to the Earnest Money actually paid by Buyer.  This amount shall be the
full, agreed, and liquidated damages for the breach of this Agreement by Buyer,
all other claims to damage or other remedies being herein expressly waived by
Seller.  The payment of this amount as liquidated damages is not intended as a
forfeiture or penalty, but is intended to constitute liquidated damages to
Seller.  Upon default by Buyer, this Agreement shall be terminated and neither
party shall have any further rights or obligations under it, each to the other,
except for the right of Seller to collect such liquidated damages from Buyer
and Escrow Holder.  In the event Seller has delivered all items as required by
Section 7.1 above and has performed all of its obligations under this
Agreement, and Buyer fails to pay the Purchase Price in full into Escrow,
Escrow Holder shall immediately pay the Earnest Money of $100,000.00 to Seller,
upon receipt of a signed statement from Seller that it has complied in all
respects with the terms of this Agreement and has performed all obligations
under this Agreement that are conditions precedent to Buyer's obligations as
set forth in Section 6.1.  Escrow Holder shall not require Buyer's written
approval as a condition precedent to the disbursement of the Earnest Money to
Seller.

        22.2.2    Post Closing.  In the event of a default after Closing,
Seller may take any one or more of the following steps:

                  22.2.2.1    Seller may specifically enforce the terms of this
Agreement by suit in equity.

                  22.2.2.2    Seller may set off against any obligation due to
Buyer any sums due Buyer from Seller.

                  22.2.2.3    In the event Buyer fails to make any payment for
(i) sewer; (ii) storm water retention facilities; or (iii) the Bonus Density
Payment within thirty (30) days after receipt of a documented payment request,
the unpaid obligation shall bear interest at the rate of eighteen percent (18%)
per annum from the due date, in addition to and not in lieu of any and all
other rights and remedies available to Seller.

     Section 23.  Assignment.

     23.1      Buyer's Right to Assign.  Buyer shall have the right to assign
its rights and obligations under this Agreement, upon giving prior written
notice to Seller, to any affiliated person or entity, provided that the
assignee expressly assumes the obligations of Buyer and the assignee
demonstrates to Seller's satisfaction that it has the financial ability to
perform.  Buyer shall not assign any of its rights or obligations hereunder to
any third party which is not an affiliate of Buyer without the prior written
consent of Seller, which consent shall not be unreasonably withheld.  Any
assignee shall succeed to all the rights and remedies under this Agreement,
including but not limited to the specific performance of this Agreement. 
Notwithstanding the foregoing, no such assignment shall relieve Buyer from its
liability under this Agreement up to and through the close of escrow, whereupon
Buyer shall be fully relieved from any further liability under this Agreement.

     23.2      Seller's Right to Assign.  Seller shall have the right to assign
its rights and obligations under this Agreement, upon giving prior written
notice to Buyer, to any entity controlled by Seller, provided that the assignee
expressly assumes the obligations of Seller and the assignee demonstrates to
Buyer's satisfaction that it has the financial ability to perform.  No such
assignment shall relieve Seller of any obligation under this Agreement.

     Section 24.  Real Estate Licensee.  Seller hereby discloses to Buyer that
the principals of the two corporate partners of Seller are Oregon real estate
licensees acting on their own behalf.

     Section 25.  Miscellaneous.

     25.1      Partial Invalidity.  If any term or provision of this Agreement
or the application to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement, or the application
of such term or provision to persons or circumstances other than those to which
it is held invalid or unenforceable, shall not be affected thereby, and each
such term and provision of this Agreement shall be valid and be enforced to the
fullest extent permitted by law.

     25.2      Waivers.  No waiver of any breach of any covenant or provision
contained here shall be deemed a waiver of any preceding or succeeding breach
thereof, or of any other covenant or provision here contained.  No extension of
time for performance of any obligation or act shall be deemed an extension of
the time for performance of any other obligation or act.

     25.3      Survival of Representations.  The covenants, agreements,
representations, and warranties made here shall survive the close of escrow and
shall not merge into the deed and the recordation of it in the official
records.

     25.4      Successors and Assigns.  This Agreement shall be binding on and
shall inure to the benefit of the permitted successors and assigns of the
parties to it.

     25.5      Attorney Fees.  In the event a party to this Agreement brings
any action or suit against another party to this Agreement by reason of any
breach of any of the covenants, agreements, or provisions on the part of the
other party arising out of this Agreement, then in that event the prevailing
party shall be entitled to have and recover from the other party all costs and
expenses of the action or suit, including reasonable attorney fees, at trial,
on appeal, and in any bankruptcy proceeding.

     25.6      Entire Agreement.  This Agreement (including any exhibits
attached to it) is the final expression of, and contains the entire agreement
between, the parties with respect to the subject matter of the Agreement and
supersedes all prior understandings with respect to it.  This Agreement may not
be modified, changed, supplemented, or terminated, nor may any obligations
under it be waived, except by written instrument signed by the party to be
charged or by its agent duly authorized in writing or as otherwise expressly
permitted here.  The parties do not intend to confer any benefit on any person,
firm, or corporation other than the parties hereto.

     25.7      Time of Essence.  Seller and Buyer hereby acknowledge and agree
that time is strictly of the essence with respect to each and every term,
condition, obligation, and provision.

     25.8      Construction.  Headings at the beginning of each section,
paragraph and subparagraph are solely for the convenience of the parties and
are not a part of this Agreement.  Whenever required by the context of this
Agreement, the singular shall include the plural, and the masculine shall
include the feminine, and vice versa.  This Agreement shall not be construed as
if it had been prepared by one of the parties, but rather as if both parties
had prepared it.  Unless otherwise indicated, all references to sections,
paragraphs and subparagraphs are to this Agreement.  All exhibits referred to
in this Agreement are attached and incorporated by this reference.  In the
event the date on which Buyer or Seller is required to take any action under
the terms of this Agreement is not a business day, the action shall be taken on
the next succeeding business day.

     Section 26. Governing Law; Venue.  The parties acknowledge that this
Agreement has been negotiated and entered into in the state of Oregon.  The
parties expressly agree that this Agreement shall be governed by, interpreted
under, and construed and enforced in accordance with the laws of the State of
Oregon.  Any proceeding to interpret or enforce this Agreement shall be
commenced and prosecuted in a court of appropriate jurisdiction in Portland,
Oregon.  The parties hereto irrevocably submit to the jurisdiction of such
court.

     Section 27.  Capacity; No Personal Liability.  This Agreement and all
documents, agreements, understandings, and arrangements relating to this
transaction have been executed or entered into by an officer of Buyer in
his/her capacity as an officer of Buyer which has been formed as Maryland Real
Estate Investment Trust pursuant to a Declaration of Trust dated July 10, 1992,
as amended, and not individually, and neither the trustees, officers, or
shareholders of Buyer shall be bound or have any personal liability hereunder
or thereunder.  All persons dealing with Buyer shall look solely to the assets
of Buyer for satisfaction of any liability of Buyer in respect of this
Agreement and all documents, agreements, understandings, arrangements relating
to this transaction and will not seek recourse or commence any action against
any of the trustees, officers, or shareholders of Buyer 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.

     THE PROPERTY DESCRIBED IN THIS INSTRUMENT MAY NOT BE WITHIN A FIRE
PROTECTION DISTRICT PROTECTING STRUCTURES.  THE PROPERTY IS SUBJECT TO LAND USE
LAWS AND REGULATIONS, WHICH, IN FARM OR FOREST ZONES, MAY NOT AUTHORIZE
CONSTRUCTION OR SITING OF A RESIDENCE.  BEFORE SIGNING OR ACCEPTING THIS
INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH
THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND
EXISTENCE OF FIRE PROTECTION FOR STRUCTURES.
<PAGE>

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

SELLER:                            BUYER:

DERBY-HEINZE PARTNERSHIP           WELLSFORD RESIDENTIAL
an Oregon General Partnership           PROPERTY TRUST

By: DOUBLE D DEVELOPMENT, INC.
an Oregon corporation                   By: /s/ Daniel M. Kelley              
---------------------
                                   Title:    Vice Chairman    
                                            ---------------------
By: /s/ Dennis L. Derby      
    ---------------------
    Dennis L. Derby
    President

SHELBURNE COMPANY, INC.
an Oregon corporation


By: /s/ Gregory Heinze       
    -------------------
    Gregory Heinze
    President

     CHICAGO TITLE INSURANCE COMPANY OF OREGON, Escrow Holder, by its duly
authorized signature below, agrees to accept this escrow on the terms and
conditions of, and to comply with the instructions contained in, the foregoing
Agreement.

                              CHICAGO TITLE INSURANCE COMPANY
                               OF OREGON

                              By: /s/ Nancy LaFontaine         
                                  ----------------------
                              Title: Escrow Officer             
                                     --------------------<PAGE>
                                   EXHIBIT A

                Legal Description of Lincoln Memorial Park Land<PAGE>
                                   EXHIBIT B

                      Legal Description of Hoyt Property<PAGE>
                                   EXHIBIT C

                     Homeowners Association Documentation<PAGE>
                                   EXHIBIT D

                            Preliminary Commitment<PAGE>
                                   EXHIBIT E

           Preliminary Fill Plan/Storm Facility Allocation Formulas

<PAGE>
                                  EXHIBIT E-1

                              FILL SPECIFICATIONS


     Seller shall place and compact, or cause to be placed and compacted, fill
on the Property in accordance with the following provisions.  All such fill
shall be placed on the Property in a manner satisfactory to, and approved by,
Buyer.  Buyer shall accept not less than 100,000 cubic yards of fill material
generated from the construction of the Johnson Creek Boulevard Extension. 
Buyer shall provide Seller with a mass grading and fill plan on or before
May 24, 1996.  Seller shall pay all costs associated with normal supervision or
inspection of the fill placement.  Buyer shall pay all costs associated with
Buyer's requested supervision or inspections of the fill placement.  

     1) Prior to commencement of any site work, a detailed geotechnical
        evaluation of the Property, particularly those areas with slopes
        exceeding 20%, shall be completed by Geotechnical Resources, Inc., or
        some other mutually acceptable geotechnical engineer (the
        "Geotechnical Engineer").  This evaluation should be based upon more
        detailed site and building plans and further site investigations and
        shall include an analysis by the Geotechnical Engineer verifying that
        the proposed fills on the Property and/or on sites adjacent to the
        Property and the proposed cuts and trenching on the Property and/or
        sites adjacent to the Property will have no potential of de-
        stabilizing the soils.

     2) Over excavation based on the recommendation of the Geotechnical
        Engineer may be necessary.

     3) Mass grading and fill placement operations should be monitored onsite
        by the Geotechnical Engineer.

     4) Cut/Fill Process:

        a.     Provide cut and fill to grades on mutually acceptable plans. 
               The ground surface of the Property should be stripped of all
               vegetation, surface organics, and loose surface soils. 
               Stripping will be required to a minimum 6" to 12" depth,
               however, additional stripping depth may be required.  Strippings
               will be hauled offsite.

        b.     Fine-grained soils cannot be used to construct compacted
               structural fills during wet weather.  Silty clay soils will
               require aeration and drying to lower the moisture content to
               permit adequate compaction.  Alternatively, the wet soils can be
               treated with admixtures, such as lime or cement.

        c.     As required by the Geotechnical Engineer, subdrains, such as
               french drains, shall be placed in all existing drainages and
               swales prior to fill placement.  Depending on the final location
               of fills and the steepness of the slopes, it may also be
               necessary to install drainage/working blankets of pit-run rock
               at the base of the fills to facilitate construction of the
               remainder of the fill.  The necessity of these procedures will
               be determined by the Geotechnical Engineer based upon site
               observations during the construction process.

        d.     All fill should be placed in thin lifts and compacted with
               suitable equipment to at least 95% of the maximum dry density as
               determined by ASTM D 698.  Thickness of lifts will be determined
               by Geotechnical Engineer.  All fill shall be tested as required
               by the Geotechnical Engineer.

        e.     Fills constructed on existing slopes steeper than 5H:1V should
               be benched into the slope at the toe of the fill.  Unless
               approved by the Geotechnical Engineer, cut and fill slopes,
               including the slope between the Property and the adjacent school
               should be constructed no steeper than 2H:1V.

        f.     Erosion control measures, reviewed by Otak and approved by
               Clackamas County, will be put in place prior to commencement of
               work and maintained as required by the County.  These measures
               will include, without limitation, silt fencing, hay bales, hydro
               seeding, and other measures required to maintain and protect the
               Property and downslope areas and minimize erosion of the
               Property and downslope areas.

5)   Upon completion of the mass grading and fill placement operations, the
     Geotechnical Engineer shall provide Buyer with a letter substantially in
     the form attached hereto as Exhibit 1.<PAGE>
                                  EXHIBIT E-2

                       STORM DRAINAGE ALLOCATION FORMULA


     The allocation is based upon the impervious area generated on the multi-
family and single-family sites serviced by the off-site detention facility. 
The following assumptions were utilized in calculating the allocation between
the multi-family and single-family sites:

Multi-family:

     24.5 acres x 65% impervious = 15.93 acres of impervious surface.

Single-family: 

     31.7 acres x 45 impervious - 14.26 acres of impervious surface.

     Cost share to multi-family:
     
             15.93       
         --------------       
        (15.93 + 14.27)  = 53%

     Cost share to single-family:

             14.27       
         ---------------
        (15.93 + 14.27)  = 47%
<PAGE>
                                   EXHIBIT F

                            Statutory Warranty Deed<PAGE>
                                   EXHIBIT G

             Approvals, Permits, and Agreements Involving the Land<PAGE>
                                   EXHIBIT H

                          Approved Building Materials

     -Double Wall Construction 

     -Siding (No synthetic wood materials permitted)
        -Lap 
        -Stucco
        -Masonry
        -Vinyl (high quality)

     -Windows
        -Vinyl
        -Wood

     -Roofing materials
        -Tile
        -Architectural Composition Asphalt Shingles (35 year grade or better
          with built up ridges), including Tanko shingles

     -Chimney flues to have architectural tops, if permitted by Code

     
<PAGE>
                                   EXHIBIT I

                              Loan Documentation<PAGE>
                                   EXHIBIT J

                       January 9, 1996 Letter Agreement