EXHIBIT 10.18 COMMON STOCK AND PREFERRED STOCK PURCHASE AGREEMENT Dated as of ________________, 1997

EXHIBIT 10.18

$28,500,000

COMMON STOCK AND PREFERRED STOCK PURCHASE AGREEMENT

Dated as of ________________, 1997

between

ERP OPERATING LIMITED PARTNERSHIP
as Purchaser,

and

WELLSFORD REAL PROPERTIES, INC.
as Company

TABLE OF CONTENTS

Article Page

1 DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Terms Generally . . . . . . . . . . . . . . . . . . . . . . . 7

2 THE AGGREGATE COMMITMENTS. . . . . . . . . . . . . . . . . . . . . 7
2.1 The Closing Date Purchase Commitment. . . . . . . . . . . . . 7
2.2 Payment of the Closing Date Purchase Commitment . . . . . . . 9
2.3 Term Purchase Commitment. . . . . . . . . . . . . . . . . . . 9
2.4 Notice of Purchase. . . . . . . . . . . . . . . . . . . . . . 9
2.5 Certificates. . . . . . . . . . . . . . . . . . . . . . . . . 9

3 REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . 10
3.1 Organization; Powers. . . . . . . . . . . . . . . . . . . . . 10
3.2 Authorization . . . . . . . . . . . . . . . . . . . . . . . . 10
3.3 The Capital Stock . . . . . . . . . . . . . . . . . . . . . . 10
3.4 Enforceability. . . . . . . . . . . . . . . . . . . . . . . . 11
3.5 Governmental Approvals. . . . . . . . . . . . . . . . . . . . 11
3.6 Financial Statements. . . . . . . . . . . . . . . . . . . . . 11
3.7 Title to Properties; Default Under Agreements . . . . . . . . 11
3.8 Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . 11
3.9 Litigation; Compliance with Laws. . . . . . . . . . . . . . . 12
3.10 Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.11 Investment Company Act; Public Utility Holding Company Act. . 12
3.12 Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.13 No Material Misstatements . . . . . . . . . . . . . . . . . . 12
3.14 Employee Benefit Plans. . . . . . . . . . . . . . . . . . . . 12
3.15 Environmental and Safety Matters. . . . . . . . . . . . . . . 13

4 CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . 13
4.1 First Purchase. . . . . . . . . . . . . . . . . . . . . . . . 13
4.2 All Purchases . . . . . . . . . . . . . . . . . . . . . . . . 14

5 AFFIRMATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . . . . 15
5.1 Existence: Businesses and Properties. . . . . . . . . . . . . 15
5.2 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . 15
5.3 Obligations and Taxes . . . . . . . . . . . . . . . . . . . . 15
5.4 Financial Statements, Reports, etc. . . . . . . . . . . . . . 16
5.5 Litigation and Other Notices. . . . . . . . . . . . . . . . . 17
5.6 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
5.7 Maintaining Records; Access to Properties and Inspections . . 17
5.8 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . 17
5.9 Issuance of Preferred Stock and Class A Common Stock. . . . . 17
5.10 Election as Director. . . . . . . . . . . . . . . . . . . . . 17
5.11 Voting of Stock . . . . . . . . . . . . . . . . . . . . . . . 18
5.12 Sale of Common Stock or Preferred Stock . . . . . . . . . . . 18
5.13 Confidentiality.. . . . . . . . . . . . . . . . . . . . . . . 19

6 EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . 19

7 MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . 21
7.1 Termination of the Agreement. . . . . . . . . . . . . . . . . 21
7.2 Securities Law Matters. . . . . . . . . . . . . . . . . . . . 21
7.3 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

7.4 Survival of Agreement . . . . . . . . . . . . . . . . . . . . 23
7.5 Binding Effect. . . . . . . . . . . . . . . . . . . . . . . . 23
7.6 Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . 24
7.7 Applicable Law. . . . . . . . . . . . . . . . . . . . . . . . 24
7.8 Waivers; Amendment. . . . . . . . . . . . . . . . . . . . . . 24
7.9 Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . 24
7.10 Waiver of Jury Trial. . . . . . . . . . . . . . . . . . . . . 24
7.11 Severability. . . . . . . . . . . . . . . . . . . . . . . . . 24
7.12 Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . 25
7.13 Jurisdiction; Consent to Service of Process.. . . . . . . . . 25

INDEX OF EXHIBITS AND SCHEDULES

EXHIBITS

Exhibit A - Articles Supplementary Classifying Preferred Stock
Exhibit B - Purchase Notice
Exhibit C - Articles of Incorporation and Bylaws of the Company
Exhibit D - Opinion of Counsel
Exhibit E - Securities Information
Exhibit F - Registration Rights Agreement
Exhibit G - Class A Common Stock Terms

SCHEDULES

Schedule 3.3 -
Options
Schedule 3.4 -
Governmental Approvals
Schedule 3.8 -
Subsidiaries
Schedule 3.9 -
Litigation
Schedule 3.15 -
Environmental and Safety Matters

COMMON STOCK AND PREFERRED STOCK PURCHASE AGREEMENT

This COMMON STOCK AND PREFERRED STOCK PURCHASE AGREEMENT dated as of
___________, 1997, (this "Agreement") is entered into between ERP OPERATING
LIMITED PARTNERSHIP, an Illinois limited partnership (the "Purchaser") and
WELLSFORD REAL PROPERTIES, INC., a Maryland corporation (the "Company").

In accordance with the terms and subject to the conditions set forth
in this Agreement, the Purchaser has agreed to purchase from the Company
(i) on the Closing Date the number of shares of Class A common stock, par
value $.01 per share, of the Company (the "Class A Common Stock") equal to
the Closing Date Purchase Commitment divided by the Issuance Price, and
(ii) at any time during the Purchase Term, the aggregate number of shares
of Series A Convertible Redeemable Preferred Stock of the Company (the
"Preferred Stock") having the terms set forth in Exhibit A hereto, not in
excess of the Term Purchase Commitment at the Purchase Price on the date of
any such purchase.

Accordingly, the Company and the Purchaser agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the following terms
shall have the meanings specified below:

"Affiliate" shall mean, when used with respect to a
specified Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by
or is under common Control with the Person specified.

"Aggregate Purchase Commitment" shall mean the Purchaser's
Closing Date Purchase Commitment and Term Purchase Commitment.

"Agreement" shall have the meaning ascribed to such term in
the preamble hereto.

"Business Day" shall mean any day (other than a day which is
a Saturday, Sunday or legal holiday in the State of Illinois) on
which banks are open for business in Chicago.

"Capital Lease" shall mean any lease of (or other
arrangement conveying the right to use) real or personal
property, or a combination thereof, which obligations are
required to be classified and accounted for as capital leases on
a balance sheet under GAAP and, for the purposes of this
Agreement, the amount of such obligations at any time shall be
the capitalized amount thereof at such time determined in
accordance with GAAP.

"Capital Lease Obligations" of any Person shall mean the
obligations of such Person to pay rent or other amounts under any
Capital Lease.

A "Change in Control" shall be deemed to have occurred with
respect to the Company if (a) any Person or group (within the
meaning of Rule 13d-5 of the Securities and Exchange Commission
as in effect on the date hereof) other than the Purchaser or any
of its Affiliates shall own, directly or indirectly, beneficially
or of record, shares representing more than 50% of the aggregate
ordinary voting power represented by the issued and outstanding
capital stock of the Company; or (b) a change shall occur during
any period in the Board of Directors of the Company in which the
individuals who constituted the Board of Directors of the Company
at the beginning of such period (together with any other director
whose election by the Board of Directors of the Company or whose
nomination for election by the stockholders of the Company was
approved by a vote of at least two-thirds of the directors then
in office who either were directors at the beginning of such
period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a
majority of the directors of the Company then in office.

"Closing Date" shall mean
______________________________________.

"Closing Date Purchase Commitment" shall mean the commitment
of Purchaser to purchase the number of shares of Class A Common
Stock equal to $3,500,000 divided by the Issuance Price on the
Closing Date.

"Code" shall mean the Internal Revenue Code of 1986, as the
same may be amended from time to time.

"Class A Common Stock" shall have the meaning set forth in
the preamble hereto.

"Common Stock" shall mean shares of common stock, par value $.01
per share, of the Company.

"Control" including the terms "Controlling", "Controlled
by" and "under common Control with", shall mean the possession,
direct or indirect, of the power to direct or cause the direction
of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.

"ERISA" shall mean Employment Retirement Income Securities
Act, 29 USC 1001, et. seq. (1974), as amended.

"ERISA Affiliate" shall mean an affiliate as defined in
Section 407(d)(7) of ERISA.

"Event of Default" shall have the meaning given such term in
Article 6.

"Fiscal Year" shall mean the fiscal year of the Company as
provided in the Bylaws of the Company.

"GAAP" shall mean generally accepted accounting principles,
applied on a consistent basis.

"Governmental Authority" shall mean any Federal, state,

local or foreign court or governmental agency, authority,
instrumentality or regulatory body.

"Gross Sales Price Per Share of Common Stock" shall mean (a)
the gross proceeds from all sales of Common Stock to
institutional purchasers taking place on or prior to the Closing
Date and subject to written commitments to purchase from
institutional purchasers received on or prior to the Closing
Date, divided by (b) the aggregate number of shares so sold and
subject to such commitments.

"Guarantee," when used with respect to any Person, shall
mean the incurrence of any obligation, contingent or otherwise,
of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness of any other Person (the "primary
obligor") in any manner, whether directly or indirectly, and
including any obligation of such Person, direct or indirect, (a)
to purchase or pay (or advance or supply funds for the purpose or
payment of) such Indebtedness or to purchase (or to advance or
supply funds for the purchase of) any security for the payment of
such Indebtedness, (b) to purchase property, securities or
services for the purpose of assuring the owner of such
Indebtedness of the payment of such Indebtedness or (c) to
maintain working capital, equity capital or other financial
statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness; provided,
however, that the term "Guarantee" shall not include endorsements
of items by any Person for collection or deposit in the ordinary
course of business.

"Indebtedness" as applied to any Person shall mean (without
duplication) (a) any indebtedness for borrowed money which such
Person has directly or indirectly created, incurred or assumed,
including, without limitation, Capital Lease Obligations of such
Person, (b) any indebtedness incurred other than in the ordinary
course of business, whether or not for borrowed money, secured by
any Lien in respect of property owned by such Person, whether or
not such Person has assumed or become liable for the payment of
such indebtedness, (c) any indebtedness, whether or not for
borrowed money, with respect to which such Person has become
directly or indirectly liable and which represents or has been
incurred to finance the purchase price (or a portion thereof) of
any property or services or business acquired by such Person,
whether by purchase, consolidation, merger or otherwise, (d) any
Indebtedness of the character referred to in clauses (a), (b) or
(c) of this definition deemed to be extinguished under generally
accepted accounting principles but for which such Person remains
legally liable and (e) any Indebtedness of any other Person of
the character referred to in subdivision (a), (b), (c) or (d) of
this definition with respect to which the Person whose
Indebtedness is being determined has become liable by way of a
Guarantee, including, without limitation, any such Indebtedness
of any partnership in which such Person is a general partner.

"Issuance Price" shall mean the Gross Sales Price Per Share
of Common Stock determined as of the Closing Date or, in the
event no sales of Common Stock to any institutional purchaser
take place on or prior to the Closing Date or are subject to a

written commitment to purchase from any institutional purchaser
received on or prior to the Closing Date, "Issuance Price" shall
mean the Net Book Value Per Share of Common Stock determined as
of the Closing Date.

"Lien" shall mean, with respect to any asset, (a) any
mortgage, deed of trust, lien, pledge, encumbrance, charge or
security interest in or on such asset, (b) the interest of a
vendor or a lessor under any conditional sale agreement or title
retention agreement relating to such asset and (c) in the case of
securities, any purchase option, call or similar right of a third
party with respect to such securities.

"Material Adverse Effect" shall mean a materially adverse
effect on the business, assets, prospects, operations or
financial condition of the Company and its Subsidiaries taken as
a whole.

"Merger Agreement" shall mean that certain Agreement and
Plan of Merger by and between Equity Residential Properties Trust
and Wellsford Residential Property Trust ("Wellsford"), dated as
of January 16, 1997.

"Multiemployer Plan" shall mean a multiemployer plan as
defined in Section 4001(a)(3) of ERISA to which the Company or
any ERISA Affiliate (other than one considered an ERISA Affiliate
only pursuant to subsection (m) or (o) of Section 414 of the
Code) is making or accruing an obligation to make contributions,
or has within any of the preceding five plan years made or
accrued an obligation to make contributions.

"Net Book Value Per Share of Common Stock" shall mean the
stockholders' equity of the Company determined in accordance with
GAAP as adjusted for all liabilities, including all costs related
to the formation of the Company as set forth in the financial
statements of the Company, less the liquidation value of all
outstanding shares of preferred stock including the Preferred
Stock, divided by the number of shares of Common Stock of the
Company outstanding on such date, excluding the shares of Class A
Common Stock being purchased by the Purchaser on the Closing
Date. Net Book Value Per Share of Common Stock shall be
determined in accordance with Section 2.1 of this Agreement.

"PBGC" shall mean the Pension Benefit Guaranty Corporation
referred to and defined in ERISA.

"Person" shall mean any natural person, corporation,
business trust, joint venture, association, company, partnership
or government, or any agency or political subdivision thereof.

"Potential Event of Default" shall mean any event or
condition which upon notice, lapse of time or both would
constitute an Event of Default.

"Preferred Stock" shall have the meaning set forth in the
preamble hereto.

"Purchase" shall have the meaning given such term in Article

"Purchase Notice" shall have the meaning given such term in
Section 2.4.

"Purchase Price" shall mean $25.00 per share of Preferred
Stock.

"Purchase Term" shall mean the period of time beginning on
the Closing Date and ending three years from the Closing Date.

"Purchaser" shall have the meaning given to such term in the
preamble hereto.

"Purchaser Director" shall mean the director which the
holders of the Class A Common Stock are entitled to elect
pursuant to the Articles of Incorporation of the Company.

"Registration Rights Agreement" shall mean that certain
Registration Rights Agreement between the Purchaser and the
Company dated as of the date hereof.

"Responsible Officer" of any corporation shall mean any
executive officer of such corporation, and any other officer or
similar official thereof responsible for the administration of
the obligations of such corporation in respect of this Agreement.

"subsidiary" shall mean, with respect to any Person (herein
referred to as the "parent"), any corporation, partnership,
association or other business entity (a) of which securities or
other ownership interests representing more than 50% of the
equity or more than 50% of the ordinary voting power or more than
50% of the general partnership interests are, at the time any
determination is being made, owned, controlled or held, or
(b) which is, at the time any determination is made, otherwise
Controlled, by the parent or one or more subsidiaries of the
parent or by the parent and one or more subsidiaries of the
parent.

"Subsidiary" shall mean any subsidiary of the Company.

"Term Closing Date" shall have the meaning given to such
term in Section 2.4.

"Term Purchase Commitment" shall mean the commitment of
Purchaser to purchase 1,000,000 shares of Preferred Stock at the
Purchase Price per share. The Term Purchase Commitment is in
addition to the Closing Date Purchase Commitment.

"Warrant" shall mean any warrant issued pursuant to the Articles
Supplementary classifying the Preferred Stock.

1.2 Terms Generally. The definitions in Section 1.1 shall apply
equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words "include",
"includes" and "including" shall be deemed to be followed by the phrase
"without limitation". All references herein to Articles, Sections,

Exhibits and Schedules shall be deemed references to Articles and Sections
of, and Exhibits and Schedules to, this Agreement unless the context shall
otherwise require. Except as otherwise expressly provided herein, all
terms of an accounting or financial nature shall be construed in accordance
with GAAP, as in effect from time to time; provided, however, that, for
purposes of determining compliance with any covenant set forth in
Article 5, such terms shall be construed in accordance with GAAP as in
effect on the date of this Agreement applied on a basis consistent with the
application used in preparing the Company's audited financial statements;
provided, further, that in making any calculation required by this
Agreement, for the purpose of determining the net income or deficit or item
of expense of or for any Subsidiary, notwithstanding any reference herein
to any period, the income, deficit or expense included in such calculation
with respect to such Subsidiary shall be included only from the date such
Subsidiary became a Subsidiary.

ARTICLE 2

THE AGGREGATE COMMITMENTS

2.1 The Closing Date Purchase Commitment. Subject to the terms and
conditions set forth in this Agreement, the Purchaser hereby agrees to
purchase from the Company on the Closing Date, Class A Common Stock, having
the terms set forth on Exhibit G hereto, and having an aggregate purchase
price of $3,500,000 at a price per share equal to the Issuance Price. The
number of shares of Class A Common Stock to be issued on the Closing Date
will be $3,500,000 divided by the Issuance Price, unless the Issuance Price
is the Net Book Value Per Share of Common Stock. In such event, the number
of shares issued on the Closing Date will be 1,400,000, based upon an
estimated Issuance Price of $2.50 per share and such number of shares shall
be subject to adjustment after the Closing Date in accordance with the
following procedures:

(a) Within 30 days after the Closing Date, the Company shall
furnish to Purchaser (a) the balance sheet of the Company as of the
Closing Date ("Closing Balance Sheet"), showing in reasonable detail
the assets and liabilities of the Company, accompanied by the report
thereon of Ernst & Young LLP stating that the Closing Balance Sheet
has been prepared in conformity with GAAP applied consistently with
the principles used in preparing the pro forma financial statements of
the Company included in the information furnished to the shareholders
of Wellsford in connection with Roger's distribution of the capital
stock of the Company to the shareholders of Wellsford, and (b) the
Company's determination of Net Book Value Per Share of Common Stock in
accordance with this Agreement based upon the Closing Balance Sheet.

(b) Purchaser shall have the right to object to the Company's
determination of the Net Book Value Per Share of Common Stock as not
being determined in accordance with this Agreement. If Purchaser does
not object to the Company's determination of the Net Book Value Per
Share of Common Stock within 15 days after delivery of the Closing
Balance Sheet and such determination to Purchaser (such period being
referred to as the "Contest Period"), then the Company's determination
of the Net Book Value Per Share of Common Stock shall be final,
binding and conclusive on the parties. If Purchaser objects to the
Company's determination of Net Book Value Per Share of Common Stock,
it shall do so by notifying the Company thereof within the Contest

Period, which notice shall specify the grounds for such objection in
reasonable detail. The parties shall endeavor in good faith to resolve
promptly the matters to which Purchaser has objected. If the parties
are unable to resolve Purchaser's objections within ten (10) days
after Purchaser notified the Company of its objections, the Company
shall engage the Chicago, Illinois offices of Ernst & Young LLP (the
"Independent Accountants") to examine the calculation of the Net Book
Value Per Share of Common Stock in accordance with this Agreement. The
Independent Accountants' determination of the Net Book Value Per Share
of Common Stock shall be final, binding and conclusive on the parties.

(c) The fees of the Independent Accountants for making such
determination shall be borne by the parties in the proportion that the
difference between the ultimate determination of the Issuance Price by
the Independent Accountants and each party's position as to the
Issuance Price bears to each other. For example, if one party's
position was that the Issuance Price was $2.50 and the other party's
was $3.00 and the Independent Accounts' determination was $2.75, each
party would bear 50% of the Independent Accountants' fees.

(d) The actual number of shares of Class A Common Stock to be
purchased by Purchaser shall be $3,500,000 divided by the Issuance
Price as finally determined pursuant to clause (b) of this Section
(the "Final Number"). If the Final Number is more than 1,400,000
shares of Class A Common Stock, within 10 days after the Issuance
Price has been so finally determined, the Company shall issue to
Purchaser a certificate dated the Closing Date evidencing the number
of shares of Class A Common Stock equal to the difference. If the
Final Number is less than 1,400,000 shares of Class A Common Stock,
within 10 days after the Issuance Price has been so finally
determined, Purchaser shall surrender to the Company the certificate
for 1,400,000 shares of Class A Common Stock issued to the Company on
the Closing Date in exchange for a new certificate, dated the Closing
Date, evidencing the Final Number of shares of Class A Common Stock.

(e) The Purchaser and the Company hereby agree that the Net Book
Value Per Share of Common Stock determined in accordance with this
Section 2.1 shall be the Net Book Value Per Share of Common Stock for
all purposes of the Articles Supplementary Classifying the Preferred
Stock attached hereto as Exhibit A.

2.2 Payment of the Closing Date Purchase Commitment. Subject to
fulfillment of the conditions precedent set forth in Section 4.1, on the
Closing Date, Purchaser shall pay $3,500,000 to the Company on the Closing
Date by wire transfer of immediately available funds to such account as has
been designated to Purchaser by the Company prior to the Closing Date.

2.3 Term Purchase Commitment.

(a) Each Purchase of Preferred Stock pursuant to the Term
Purchase Commitment shall be in a minimum aggregate purchase price of
$1,000,000 and in multiples of $500,000 in excess thereof.

(b) Subject to the fulfillment of the conditions precedent set
forth in Section 4.2, on each Term Closing Date during the Purchase
Term, Purchaser shall purchase the number of shares of Preferred Stock
equal to the dollar amount of the Purchase requested divided by the
Purchase Price. Notwithstanding anything to the contrary in this

Agreement, the aggregate dollar amount of Purchases pursuant to the
Term Purchase Commitment shall not exceed $25,000,000.

2.4 Notice of Purchase. The Company shall give the Purchaser written
or telecopy notice (each a "Purchase Notice") ten (10) days before a
proposed Purchase pursuant to the Term Purchase Commitment in the event of
a Purchase in the amount of $5,000,000 or less, and twenty (20) days before
a proposed Purchase pursuant to the Term Purchase Commitment in the event
of a Purchase in an amount greater than $5,000,000. Each such notice shall
be in substantially the form of Exhibit B. Such notice shall be
irrevocable if not revoked within five (5) days after delivery and shall in
each case refer to this Agreement and specify a date (the "Term Closing
Date") on which the Purchase shall occur.

2.5 Certificates.

(a) The Company shall deliver to the Purchaser on the Closing
Date a certificate or certificates representing 1,400,000 shares of
Class A Common Stock, representing the estimated number of shares of
Class A Common Stock purchased by the Purchaser on the Closing Date.

(b) The Company shall deliver to the Purchaser on each Term
Closing Date a certificate or certificates representing the aggregate
number of shares of Preferred Stock purchased by the Purchaser on such
Term Closing Date.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

The Company represents and warrants to the Purchaser that:

3.1 Organization; Powers. The Company and each of the Subsidiaries
(a) is a an entity duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, (b) has all
requisite power and authority to own its property and assets and to carry
on its business as now conducted and as proposed to be conducted by the
Company and the Subsidiaries, (c) is qualified to do business in every
jurisdiction where such qualification is required, except where the failure
so to qualify would not result in a Material Adverse Effect, and (d) in the
case of the Company, has the corporate power and authority to execute,
deliver and perform its obligations under this Agreement (including,
without limitation, the offering, issuance, sale and delivery to the
Purchaser of the shares of Preferred Stock and the issuance of Common Stock
upon conversion of any of the shares of Preferred Stock). The Articles of
Incorporation and Bylaws of the Company as amended to date, which are
attached as Exhibit C hereto, are complete and correct as of the date
hereof and contain the provisions attached hereto as Exhibit G.

3.2 Authorization. The execution, delivery and performance by the
Company of this Agreement and the transactions contemplated hereby,
(including, without limitation, the offering, issuance, sale and delivery
to the Purchaser of the shares of Preferred Stock, Class A Common Stock and
the issuance of Common Stock upon conversion of any shares of Preferred
Stock or Class A Common Stock), (a) have been duly authorized by all
requisite corporate and, if required, stockholder action and (b) will not
(i) violate (A) any provision of law, statute, rule or regulation to which

the Company or any of its Affiliates shall be subject, or of the
certificate or articles of incorporation or other constitutive documents or
bylaws of the Company or any Subsidiary, (B) any order of any Governmental
Authority or (C) any provision of any indenture or other material agreement
or instrument to which the Company or any Subsidiary is a party or by which
any of them or any of their property is or may be bound, (ii) be in
conflict with, result in a breach of or constitute (alone or with notice or
lapse of time or both) a default under any such indenture, agreement or
other instrument or (iii) result in the creation or imposition of any Lien
upon or with respect to any property or assets now owned or hereafter
acquired by the Company or any Subsidiary.

3.3 The Capital Stock. Pursuant to the Articles of Incorporation of
the Company, the Company is authorized to issue 2,000,000 shares of
Preferred Stock, _____ of which have been issued as of the date hereof,
_____ shares of Class A Common Stock, _____ of which have been issued as of
the date hereof, and ___ shares of Common Stock, _____ of which have been
issued as of the date hereof. Except as disclosed on Schedule 3.3 hereto,
there are no existing options, warrants, calls, subscriptions, convertible
securities, or other rights, agreements or commitments which obligate the
Company to issue, transfer or sell any shares of stock or equity interest
of the Company.

3.4 Enforceability. This Agreement has been duly executed and
delivered by the Company and constitutes a legal, valid and binding
obligation of the Company enforceable against the Company in accordance
with its terms, except as such enforceability may be limited by bankruptcy,
insolvency or other laws affecting the enforcement of creditors' rights
generally, or by general equity principles, including but not limited to
principles governing the availability of the remedies of specific
performance and injunctive relief.

3.5 Governmental Approvals. Except as set forth in Schedule 3.5, the
Company and the Company's Affiliates are not required to obtain any consent
or approval of, registration or filing with or any other action by any
Governmental Authority in connection with the execution, delivery and
performance of this Agreement, except such as have been made or obtained
and are in full force and effect.

3.6 Financial Statements. Any financial statements delivered
pursuant to Section 5.4 hereof (collectively, the "Financial Statements")
have been prepared in accordance with GAAP, and fairly present the
financial condition of the Company and its Subsidiaries as of the dates
shown and the results of their operations for the periods indicated.

3.7 Title to Properties; Default Under Agreements.

(a) Each of the Company and the Subsidiaries has good and valid
title to, or valid leasehold interests in, all its material properties
and assets, except for minor defects in title that do not interfere
with its ability to conduct its business as currently conducted or to
utilize such properties and assets for their intended purposes.

(b) Each of the Company and the Subsidiaries has complied with
all material obligations under all material agreements to which it is
a party and all such agreements are in full force and effect and the
Company is not in default under any of such agreements, except for
defaults that would not be likely, individually or in the aggregate,

to result in a Material Adverse Effect.

3.8 Subsidiaries. All Subsidiaries as of the date of this Agreement
are listed on Schedule 3.8 hereto. Except as set forth on Schedule 3.8
hereto, as of the date of this Agreement, all the issued and outstanding
capital stock of each Subsidiary is owned by the Company or any other
Subsidiary. There are no other Persons in which the Company has an
ownership interest or a right to acquire an ownership interest as of the
date of this Agreement.

3.9 Litigation; Compliance with Laws.

(a) Except as set forth in Schedule 3.9, there are not any
actions, suits or proceedings at law or in equity or by or before any
Governmental Authority now pending or, to the actual knowledge of the
Company, threatened against or affecting the Company, any Subsidiary
or any business, property or rights of any such Person (i) which
involve this Agreement or (ii) as to which there is a likelihood of an
adverse determination and which, if adversely determined, would be
likely, individually or in the aggregate, to result in a Material
Adverse Effect.

(b) Neither the Company nor any of the Subsidiaries is in
violation of any law, rule or regulation, or in default with respect
to any judgment, writ, injunction or decree of any Governmental
Authority, where such violation or default would be likely to result
in a Material Adverse Effect.

3.10 Agreements. Neither the Company nor any of the Subsidiaries is
in default in any manner under any provision of any indenture or other
agreement or instrument evidencing Indebtedness, or any other material
agreement or instrument to which it is a party or by which it or any of its
properties or assets are or may be bound, where such default would be
likely to result in a Material Adverse Effect.

3.11 Investment Company Act; Public Utility Holding Company Act.
Neither the Company nor any Subsidiary is (a) an "investment company" as
defined in, or subject to regulation under, the Investment Company Act of
1940 or (b) a "holding company" as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935.

3.12 Tax Returns. The Company and each of the Subsidiaries has filed
or caused to be filed all Federal, state and local tax returns required to
have been filed by it and has paid or caused to be paid all taxes shown to
be due and payable on such returns or on any assessments received by it,
except taxes that are being contested in good faith by appropriate
proceedings and for which the Company or such Subsidiary, as the case may
be, shall have set aside on its books adequate reserves.

3.13 No Material Misstatements. No representation or warranty herein
or in any Exhibit or Schedule hereto contains any material misstatement of
fact or omits to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they are made not
misleading.

3.14 Employee Benefit Plans. Each of the Company and each ERISA
Affiliate is in compliance in all material respects with the applicable
provisions of ERISA and the regulations and published interpretations

thereunder.

3.15 Environmental and Safety Matters. Except as set forth in
Schedule 3.15, each of the Company and the Subsidiaries has complied with
all Federal, state, local and other statutes, ordinances, orders,
judgments, rulings and regulations relating to environmental pollution or
to environmental regulation or control or to employee health or safety,
except for instances of non-compliance that, individually or in the
aggregate, are not reasonably likely to result in a Material Adverse
Effect. Except as set forth in Schedule 3.15, neither the Company nor any
Subsidiary has received written notices of any material failure so to
comply, which, if adversely determined, individually or in the aggregate,
would be reasonably likely to result in a Material Adverse Effect. Except
as set forth in Schedule 3.15, the Company and the Subsidiaries do not
generate, treat, store, transport, dispose of or release at any facility
owned or operated by any of them any hazardous wastes, hazardous
substances, hazardous materials, toxic substances, toxic pollutants or
substances similarly denominated, as those terms or similar terms are used
in the Resource Conservation and Recovery Act, the Comprehensive
Environmental Response Compensation and Liability Act, the Hazardous
Materials Transportation Act, the Toxic Substance Control Act, the Clean
Air Act, the Clean Water Act or any other applicable law relating to
environmental pollution in violation of any law or any regulations
promulgated pursuant thereto, except for violations that, individually or
in the aggregate, would not be reasonably likely to result in a Material
Adverse Effect. Except as set forth in Schedule 3.15, the Company is aware
of no events, conditions or circumstances involving environmental pollution
or contamination or employee health or safety that could reasonably be
expected to result in liability on the part of the Company or any
Subsidiary, except for such events, conditions or circumstances that,
individually or in the aggregate, would not be reasonably likely to result
in a Material Adverse Effect.

ARTICLE 4

CONDITIONS PRECEDENT

The obligations of the Purchaser to purchase any shares of Preferred
Stock and Class A Common Stock (each of such events being called a
"Purchase") on and after the Closing Date, are subject to the condition
precedent that the Spin-Off and Merger (as defined in the Merger Agreement)
shall have occurred and to the satisfaction of all of the applicable
conditions set forth below:

4.1 First Purchase. On the Closing Date:

(a) The Purchaser shall have received from the Company the
following documents:

(i) a good standing certificate of the Company issued by
the Secretary of State of Maryland and the Secretary of State of
each state in which the Company owns any property, except for any
state in which the failure of the Company to be in good standing
will not have a Material Adverse Effect;

(ii) Articles of Incorporation of the Company, and all
amendments and supplements thereto, certified by the Maryland

Secretary of State;

(iii) Bylaws of the Company, as amended, certified as
true and correct by a Responsible Officer of the Company; and

(iv) the resolutions adopted by the Board of Directors of
the Company authorizing its execution, delivery and performance
of its obligations under this Agreement, certified by the
Secretary of the Company.

(b) The Purchaser shall have received an opinion of ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP or other counsel to the Company
reasonably satisfactory to Purchaser dated the Closing Date in form
and substance reasonably satisfactory to Purchaser addressing the
matters set forth in Exhibit D hereto.

4.2 All Purchases. On the date of each Purchase:

(a) Except in connection with the Purchase on the Closing Date,
the Purchaser shall have received a Purchase Notice with respect to
each such other Purchase as required by Section 2.4.

(b) The representations and warranties set forth in Article 3
hereof shall be true and correct in all material respects on and as of
the date of each Purchase with the same effect as though made on and
as of such date, except to the extent such representations and
warranties expressly relate to an earlier date.

(c) The Company shall be in compliance with all the terms and
provisions set forth herein on its part to be observed or performed,
and at the time of and as a result of each Purchase no Potential Event
of Default or Event of Default shall have occurred and be continuing,
other than an event which can be completely cured by applying the
proceeds of such Purchase, in which case the Company covenants and
agrees to apply the proceeds of the requested Purchase to the extent
required to effect such cure.

(d) There shall not have occurred, since the date of this
Agreement, any change that has resulted in or could reasonably be
expected to result in a Material Adverse Effect other than an event
which can be completely cured by applying the proceeds of such
Purchase, in which case the Company covenants and agrees to apply the
proceeds of the requested Purchase to the extent required to effect
such cure.

Each Purchase shall be deemed to constitute a representation and
warranty by the Company on the Closing Date or applicable Term Closing Date
relating to such Purchase as to the matters specified in paragraphs (b),
(c) and (d) of this Section 4.2.

ARTICLE 5

AFFIRMATIVE COVENANTS

The Company covenants and agrees with the Purchaser that so long as

this Agreement shall remain in effect, the Company will, and will cause
each of the Subsidiaries to, and the Purchaser will, where applicable:

5.1 Existence: Businesses and Properties.

(a) Keep in full force and effect its legal existence.

(b) Do or cause to be done all things necessary to obtain,
preserve, renew, extend and keep in full force and effect the rights,
licenses, permits, franchises, authorizations, patents, copyrights,
trademarks and trade names material to the conduct of its business;
comply in all material respects with all applicable laws, rules,
regulations and orders of any Governmental Authority, whether now in
effect or hereafter enacted; and at all times maintain and preserve
all property material to the conduct of such business and keep such
property in good repair, working order and condition (reasonable wear
and tear excepted) and from time to time make, or cause to be made,
all needful and proper repairs thereto necessary in order that the
business carried on in connection therewith may be properly conducted
at all times, except in each case described in this Section 5.1(b)
where the failure to do so would not result in a Material Adverse
Effect.

5.2 Insurance. Keep its material insurable real properties
adequately insured at all times by financially sound and reputable
insurers; maintain such other insurance, to such extent and against such
risks, including fire and other risks insured against by extended coverage
and public liability insurance against claims for personal injury or death
or property damage occurring upon, in, about or in connection with the use
of any properties owned, occupied or controlled by it as is customary with
companies in the same or similar businesses; and maintain such other
insurance as may be required by law.

5.3 Obligations and Taxes. Pay its material Indebtedness and other
obligations promptly and in accordance with their terms and pay and
discharge promptly when due all taxes, assessments and governmental charges
or levies imposed upon it or upon its income or profits or in respect of
its property, before the same shall become delinquent or in default, as
well as all lawful claims for labor, materials and supplies or otherwise
which, if unpaid, might give rise to a Lien upon such properties or any
part thereof; provided, however, that such payment and discharge shall not
be required with respect to any such Indebtedness, tax, assessment, charge,
levy or claim so long as the validity or amount thereof shall be contested
in good faith by appropriate proceedings and the Company or the Subsidiary,
as the case may be, shall have set aside on its books adequate reserves
with respect thereto.

5.4 Financial Statements, Reports, etc. Furnish to the Purchaser:

(a) as soon as available, but not later than 90 days (60 days
for a preliminary copy of such statements) after the end of each
Fiscal Year, the consolidated and consolidating balance sheets and
statements of operations, stockholders' equity and cash flows, showing
the financial condition of the Company and its consolidated
subsidiaries as of the close of such Fiscal Year and the results of
its operations and the operations of such subsidiaries during such
year, all audited by independent public accountants of recognized
national standing and accompanied by an opinion of such accountants

(which shall not be qualified in any material respect) to the effect
that such consolidated financial statements fairly present the
financial condition and results of operations of the Company on a
consolidated basis in accordance with GAAP consistently applied;

(b) as soon as available, but not later than 45 days (30 days
for a preliminary copy of such statements) after the end of each of
the first three fiscal quarters of each Fiscal Year, the consolidated
and consolidating balance sheets and statements of operations,
stockholders' equity and cash flows, showing the financial condition
of the Company and its consolidated subsidiaries as of the close of
such fiscal quarter and the results of its operations and the
operations of such subsidiaries during such fiscal quarter and the
then elapsed portion of the Fiscal Year, all certified by one of its
Responsible Officers as fairly presenting the financial condition and
results of operations of the Company on a consolidated basis in
accordance with GAAP consistently applied, subject to normal year-end
audit adjustments;

(c) concurrently with any delivery of financial statements under
(a) or (b) above, a certificate of the accounting firm (in the case of
paragraph (a) above) or Responsible Officer of the Company (in the
case of paragraph (b) above) certifying that no Event of Default or
Potential Event of Default has occurred or, if such an Event of
Default or Potential Event of Default has occurred, specifying the
nature and extent thereof and any corrective action taken or proposed
to be taken with respect thereto;

(d) within five (5) Business Days after the same become publicly
available, copies of all periodic and other reports, proxy statements
and other materials filed by the Company with the Securities and
Exchange Commission, or any governmental authority succeeding to any
of or all the functions of said Commission, or with any national
securities exchange, or distributed to its shareholders, as the case
may be; and

(e) promptly, from time to time, such other information
regarding the operations, business affairs and financial condition of
the Company or any Subsidiary, or compliance with the terms of this
Agreement, as the Purchaser may reasonably request.

5.5 Litigation and Other Notices. Furnish to the Purchaser prompt
written notice of the following:

(a) any Event of Default or Potential Event of Default,
specifying the nature and extent thereof and the corrective action (if
any) proposed to be taken with respect thereto;

(b) the filing or commencement of any action, suit or
proceeding, whether at law or in equity or by or before any
Governmental Authority, against the Company or any Affiliate of the
Company which could reasonably be anticipated to result in a Material
Adverse Effect; and

(c) any other development that has resulted in, or could
reasonably be anticipated to result in, a Material Adverse Effect.

5.6 ERISA. Comply in all material respects with the applicable

provisions of ERISA.

5.7 Maintaining Records; Access to Properties and Inspections.
Maintain all financial records in accordance with GAAP and so long as
Purchaser is obligated to purchase any shares of Preferred Stock pursuant
to this Agreement, permit any representatives designated by any Purchaser
to visit and inspect the financial records and the properties of the
Company or any Subsidiary at reasonable times during business hours and as
often as requested upon reasonable written notice, and permit any
representatives designated by the Purchaser to discuss the affairs,
finances and condition of the Company or any Subsidiary with the senior
officers thereof and the independent accountants therefor with prior
written notice to and, if requested by Company, participation of a
Responsible Officer of the Company.

5.8 Use of Proceeds. The proceeds of any Purchase hereunder shall be
used by the Company for any proper corporate purpose.

5.9 Issuance of Preferred Stock and Class A Common Stock. The
Company shall issue Preferred Stock and Class A Common Stock solely to the
Purchaser pursuant to this Agreement and not to any other Person.

5.10 Election as Director. On the Closing Date, the Purchaser agrees
to elect ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ to the Board of Directors of the Company as the
Purchaser Director. In the event ▇▇. ▇▇▇▇▇▇▇ (or such other person
subsequently elected by the Purchaser to the Board of Directors of the
Company), is unable or unwilling to serve as a director or is no longer
employed by Purchaser, the Purchaser agrees to elect such member of senior
management of the Purchaser ("Senior Officer") to the Board of Directors of
the Company as Purchaser and the Company shall mutually agree. If the
Company and the Purchaser cannot agree on such Senior Officer to be elected
within five (5) days after the date on which the office of the Purchaser
Director becomes vacant, Purchaser shall provide written notice (the
"Designation Notice") to the Company of Purchaser's proposed Senior Officer
to be elected and three (3) alternative Senior Officers. Within three (3)
days after the Company's receipt of such notice from the Purchaser, the
Company shall give Purchaser written notice of which of such four Senior
Officers the Company designates from the Purchaser's written list of Senior
Officers to be elected to the Board of Directors of the Company (the
"Designated Senior Officer") and the Purchaser shall elect such Designated
Senior Officer as the Purchaser Director. If the Company does not provide
the Purchaser with written notice of its Designated Senior Officer within
three (3) days after the Company's receipt of the Designation Notice, the
Purchaser may elect its proposed Senior Officer as the Purchaser Director.
The Company agrees not to hold any meeting of the Board of Directors or
take any Board of Directors' action if the Purchaser Director office is
vacant; provided, however, this sentence shall not be applicable if
Purchaser has failed within five (5) Business Days of written notice from
the Company that it proposes to hold a Board of Directors meeting or have
the Board of Directors otherwise act to provide the Company with the
Designation Notice. Notwithstanding the foregoing, if an Event of Default
has occurred, Purchaser may elect any person it chooses to serve as the
Purchaser Director and shall not be required to comply with the procedures
set forth in this Section.

5.11 Voting of Stock. So long as any shares of Preferred Stock, Class
A Common Stock or Common Stock are owned by Purchaser and any of its
Affiliates during the period ten (10) years from the Closing Date, the

Company shall have the right to direct the voting of all of such shares
held by Purchaser and any of its Affiliates, except as to the election of
the Purchaser Director or any matter relating to rights, preferences and
privileges of the Preferred Stock or Class A Common Stock. During such ten
(10) year period, Purchaser agrees to vote, and to cause its Affiliates to
vote, such shares as directed by the Company, except as to the election of
the Purchaser Director or any matter relating to rights, preferences and
privileges of the Preferred Stock or Class A Common Stock.

5.12 Sale of Common Stock or Preferred Stock. During the period
beginning on the Closing Date and ending ten (10) years from the Closing
Date, Purchaser shall first offer, in writing (a "Notice of Proposed Sale")
to sell any shares of Common Stock, Class A Common Stock, Preferred Stock
or warrants to purchase Common Stock owned by it to the Company prior to
selling such shares to any Person. The Notice of Proposed Sale shall
specify the terms and conditions of any sale. If the Company has not
agreed, within twenty (20) days of receipt of the Notice of Proposed Sale
to purchase the shares of Common Stock, Class A Common Stock or Preferred
Stock offered by Purchaser upon the terms and conditions set forth in the
Notice of Proposed Sale, Purchaser shall have the right to sell such shares
offered to the Company to any other Person for a period of ninety (90) days
provided any sale is made on terms and conditions no more favorable to such
person than specified in the Notice of Proposed Sale. If the Company agrees
to purchase shares of Common Stock, Class A Common Stock or Preferred Stock
from the Purchaser, unless otherwise agreed by the Company and the
Purchaser, such purchase shall be consummated within twenty (20) days of
such agreement.

5.13 Confidentiality. The receipt of any information which is not
publicly available pursuant to Sections 5.4(e) and 5.7 shall be subject to
such reasonable confidentiality provisions (in writing signed by the
Purchaser and/or its representative effecting an inspection pursuant to
Section 5.7 of this Agreement, as the case may be) as the Company may
reasonably require.

ARTICLE 6

EVENTS OF DEFAULT

6.1 Events of Default. The happening of any of the following events
shall be an "Event of Default" hereunder:

(a) any representation or warranty made in this Agreement, shall
prove to have been false or misleading in any material respect when so
made, deemed made or furnished;

(b) default shall be made in the due observance or performance
by the Company or any Subsidiary of any material covenant, condition
or agreement contained in this Agreement, or under the terms of the
Articles Supplementary Classifying the Preferred Stock attached hereto
as Exhibit A, after written notice of such default is given to the
Company and such default is not cured within fifteen (15) days of
receipt of such notice;

(c) an involuntary proceeding shall be commenced or an
involuntary petition shall be filed in a court of competent
jurisdiction seeking (i) relief in respect of the Company or any

Subsidiary, or of a substantial part of the property or assets of the
Company or a Subsidiary, under Title 11 of the United States Code, as
now constituted or hereafter amended, or any other Federal or state
bankruptcy, insolvency, receivership or similar law, (ii) the
appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Company or any Subsidiary or
for a substantial part of the property or assets of the Company or a
Subsidiary or (iii) the winding-up or liquidation of the Company or
any Subsidiary; and such proceeding or petition shall continue
undismissed for 90 days or an order or decree approving or ordering
any of the foregoing shall be entered;

(d) the Company or any Subsidiary shall (i) voluntarily commence
any proceeding or file any petition seeking relief under Title 11 of
the United States Code, as now constituted or hereafter amended, or
any other Federal or state bankruptcy, insolvency, receivership or
similar law, (ii) apply for or consent to the appointment of a
receiver, trustee, custodian, sequestrator, conservator or similar
official for the Company or any Subsidiary or for a substantial part
of the property or assets of the Company or any Subsidiary, (iii) file
an answer admitting the material allegations of a petition filed
against it in any such proceeding, (iv) make a general assignment for
the benefit of creditors, (v) become unable, admit in writing its
inability or fail generally to pay its debts as they become due or
(vi) take any action for the purpose of effecting any of the
foregoing;

(e) one or more judgments for the payment of money in an
aggregate amount in excess of $250,000 shall be rendered against the
Company, any Subsidiary or any combination thereof and the same shall
remain undischarged for a period of 30 consecutive days during which
execution shall not be effectively stayed, or any judgment creditor
shall levy upon assets or properties of the Company or any Subsidiary
to enforce any such judgment which shall not be effectively stayed
within 30 days;

(f) any material breach of any obligation under ERISA or any
plan under ERISA or any liability under ERISA in an amount exceeding
$250,000, which is not discharged within 60 days after the Company
becomes aware of same;

(g) there shall have occurred a Change in Control with respect
to the Company;

(h) there shall have occurred an Event of Default as defined in
clause (i) of the definition of an "Event of Default" in the Articles
Supplementary Classifying the Preferred Stock attached hereto as
Exhibit A; or

(i) There shall have occurred a change that has resulted or
could reasonably be expected to result in a Material Adverse Effect.

6.2 Remedies. Upon the occurrence of an Event of Default described in
Article 6, all obligations of the Purchaser to purchase any shares of
Preferred Stock hereunder shall automatically terminate unless the Purchase
by the Purchaser of shares of Preferred Stock pursuant to a Purchase Notice
received by Purchaser would cure such Event of Default (in which case the
Company covenants to apply the proceeds of the sale of such Preferred Stock

to the extent required to effect such cure), and (with respect to Events of
Default described in Section 6.1(c), (d), and (h)), the Purchaser shall
have the right to have the Company redeem the outstanding Preferred Stock
upon the terms and conditions set forth in the Articles Supplementary
Classifying the Preferred Stock attached hereto as Exhibit A.
Notwithstanding the foregoing, the occurrence of an Event of Default shall
not be considered an Event of Default for purposes of any Section of this
Agreement if the Company, within five (5) days of the occurrence of such
Event of Default, delivers to Purchaser a Purchase Notice and the proceeds
of such related Purchase will completely cure such Event of Default, in
which case Purchaser shall use such proceeds to the extent required to
effect such cure.

ARTICLE 7

MISCELLANEOUS

7.1 Termination of the Agreement. Unless otherwise agreed by each of
the parties to this Agreement, if the Merger Agreement shall have been
terminated, all obligations of the Purchaser under this Agreement shall
automatically terminate at such time without notice to the Company. The
Company shall have the right at any time to terminate Purchaser's
obligation to purchase any additional Preferred Stock by giving notice
thereof to Purchaser. Upon the giving of such notice (which shall be
irrevocable), Purchaser shall be relieved of its commitment to purchase any
Preferred Stock from the Company. The termination of such commitment shall
not relieve the parties of their respective obligations under Sections
5.10, 5.11 and 5.12 of this Agreement.

7.2 Securities Law Matters. The Purchaser acknowledges and
understands that:

(a) The Purchaser has been furnished with and has carefully
reviewed the documents and information set forth on Exhibit E attached
hereto (the "Information").

(b) The Purchaser has been afforded full and complete access to
all information and other materials relating to the Company and its
affiliates, and the properties and financial condition of the
foregoing, and any other matters relating to the Preferred Stock,
Class A Common Stock, Common Stock and Warrants of the Company which
the Purchaser has requested, or deems necessary in evaluating the
merits and risks of acquiring the Preferred Stock, Class A Common
Stock, Common Stock and Warrants, and has been afforded the
opportunity to obtain any additional information necessary to verify
the accuracy of any representations or information set forth in the
Information.

(c) The Purchaser has had the opportunity to have answered any
questions concerning the financial condition or business or other
information with respect to the Company and its affiliates and the
business, properties and financial condition of the foregoing or with
respect to the merits and risks of an acquisition of the Preferred
Stock, Class A Common Stock, Common Stock and Warrants, and the
undersigned has received complete and satisfactory answers to all such
questions.

(d) The Purchaser has not relied upon any information or
representation not contained in the Information. Neither the Company
nor any of its agents nor anyone purporting to act on their behalf
have made any representation to the undersigned with respect to any
tax or economic benefits to be derived from an investment in the
Preferred Stock, Class A Common Stock, Common Stock and Warrants. The
Purchaser is relying solely upon its own knowledge and upon the advice
of its advisors with respect to the tax, economic and other aspects of
an investment in the Preferred Stock, Class A Common Stock, Common
Stock and Warrants.

(e) The Purchaser has carefully reviewed and understands the
risks of, and other considerations relating to, the acquisition of the
Preferred Stock, Class A Common Stock, Common Stock and Warrants and
an investment in the Company.

(f) An owner of Preferred Stock, Class A Common Stock, Common
Stock and Warrants must bear the economic risk of ownership thereof
for an indefinite period of time since purchase of Preferred Stock,
Class A Common Stock, Common Stock and Warrants involves the purchase
of securities that have not been registered under the Securities Act
of 1933, as amended, and therefore cannot be Transferred (as defined
below) except as provided below.

(g) No federal or state agency has passed upon the Preferred
Stock, Class A Common Stock, Common Stock or Warrants or made any
finding or determination as to the fairness of an investment in the
Preferred Stock, Class A Common Stock, Common Stock or Warrants.

(h) Purchaser hereby covenants and agrees that the Preferred
Stock, Class A Common Stock, Common Stock and Warrants, including any
Common Stock issued upon conversion of the Preferred Stock or Class A
Common Stock, or any portion thereof, or upon exercise of the
Warrants, may not be pledged, encumbered, sold, transferred or
otherwise disposed of (each a "Transfer") except (a) pursuant to an
effective registration statement under the Securities Act of 1993, as
amended (the "Act") or (b) pursuant to an exemption from such
registration pursuant to the Act and in compliance with state
securities and blue sky laws and an opinion of counsel provided to the
Company to the effect of this subparagraph (b), which opinion shall be
in form and substance reasonably satisfactory to the Company. The
Purchaser agrees that any Transfer of the Preferred Stock, Class A
Common Stock, Common Stock or Warrants in violation of this Agreement
will be null and void and the certificates representing the Preferred
Stock, Class A Common Stock, Common Stock and Warrants will bear an
appropriate restrictive legend.

(i) The Purchaser represents and warrants to the Company that:

(i) It is able to bear the economic risk of the acquisition
of the Preferred Stock, Class A Common Stock, Common Stock and
Warrants.

(ii) It is an "accredited investor" as defined in Regulation
D promulgated under the Act.

(iii) The representatives of the Purchaser have been
furnished with and have carefully reviewed the Information. Such

representatives have such knowledge and experience in financial,
business, securities and real estate matters that they are
capable of evaluating the merits and risks of the acquisition of
the Preferred Stock, Class A Common Stock, Common Stock and
Warrants and of making an informed investment decision.

(iv) The Purchaser is acquiring and will acquire the
Preferred Stock, Class A Common Stock, Common Stock and Warrants,
including any Common Stock issuable upon conversion of the
Preferred Stock or Class A Common Stock or upon exercise of the
Warrants for its own account, as principal, for investment and
not with a view to a Transfer thereof.

7.3 Notices. Notices and other communications provided for herein
shall be in writing and shall be delivered by hand or overnight courier
service, mailed or sent by telecopy, as follows:

(a) if to the Company, to it at
_________________________________, Attention:________________________,
Telecopy No. ______________; and

(b) if to the Purchaser, to it at
_____________________________________, Attention:
_____________________, Telecopy No. ______________.

Such notice will be deemed given when received.

7.4 Survival of Agreement. All covenants, agreements,
representations and warranties made by the Company herein and in the
certificates or other instruments prepared or delivered in connection with
or pursuant to this Agreement shall be considered to have been relied upon
by the Purchaser and shall survive the date of this Agreement, regardless
of any investigation made by the Purchaser or on its behalf, and shall
continue in full force and effect so long as the Aggregate Purchase
Commitment has not been fulfilled or terminated.

7.5 Binding Effect. This Agreement shall become effective when it
shall have been executed by the Company and the Purchaser.

7.6 Assignment. Neither the Company nor the Purchaser shall have the
right to assign its rights hereunder or any interest herein; provided,
however, the foregoing provision shall not limit the Purchaser's right to
sell, transfer or assign any shares of Common Stock, Class A Common Stock
or Preferred Stock owned by it subject to the provisions of Section 5.12 of
this Agreement and applicable securities laws.

7.7 Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF MARYLAND.

7.8 Waivers; Amendment.

(a) No failure or delay of the Purchaser in exercising any power
or right hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise
of any other right or power. The rights and remedies of the Purchaser

hereunder are cumulative and are not exclusive of any rights or
remedies which they would otherwise have. No waiver of any provision
of this Agreement or consent to any departure by the Company therefrom
shall in any event be effective unless the same shall be permitted by
paragraph (b) below, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which
given. Unless otherwise specifically required, no notice or demand on
the Company in any case shall entitle the Company to any other or
further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or
agreements in writing entered into by the Company and the Purchaser.

7.9 Entire Agreement. This Agreement, including the exhibits and
schedules thereto, constitute the entire contract between the parties
relative to the subject matter hereof. Any previous agreement among the
parties with respect to the subject matter hereof is superseded by this
Agreement. Nothing in this Agreement, expressed or implied, is intended to
confer upon any party other than the parties hereto any rights, remedies,
obligations or liabilities under or by reason of this Agreement.

7.10 Waiver of Jury Trial. Each party hereto hereby waives, to the
fullest extent permitted by applicable law, any right it may have to a
trial by jury in respect of any litigation directly or indirectly arising
out of, under or in connection with this Agreement.

7.11 Severability. In the event any one or more of the provisions
contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein and therein shall not in any way
be affected or impaired thereby. The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions
with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

7.12 Headings. Article and Section headings and the Table of Contents
used herein are for convenience of reference only, are not part of this
Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

7.13 Jurisdiction; Consent to Service of Process.

(a) EACH OF THE PURCHASER AND THE COMPANY HEREBY IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF ANY ILLINOIS OR NEW YORK STATE COURT OR
FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE CITY OF
CHICAGO OR NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR
FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL
CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH ILLINOIS OR NEW YORK STATE OR, TO THE EXTENT
PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO
AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS
AGREEMENT SHALL AFFECT ANY RIGHT THAT ANY PARTY MAY OTHERWISE HAVE TO

BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT IN THE
COURTS OF ANY JURISDICTION.

(b) EACH OF THE PURCHASER AND THE COMPANY HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND
EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO
THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT IN ANY ILLINOIS OR NEW YORK STATE OR
FEDERAL COURT. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH
COURT

IN WITNESS WHEREOF, the Company and the Purchaser have caused this
Agreement to be duly executed by their respective authorized officers as of
the day and year first above written.

ERP OPERATING LIMITED PARTNERSHIP

By: EQUITY RESIDENTIAL PROPERTIES
TRUST, its general partner

By:_______________________________
Name:_________________________
Title:________________________

WELLSFORD REAL PROPERTIES, INC.

By:_______________________________
Name:_________________________
Title:________________________

EXHIBIT A

ARTICLES SUPPLEMENTARY CLASSIFYING
2,000,000 SHARES OF SERIES A
8% CONVERTIBLE REDEEMABLE
PREFERRED STOCK OF
WELLSFORD REAL PROPERTIES, INC.

Pursuant to Section ___ of the Corporations and Associations Article
of the Annotated Code of Maryland.

8 The name of the corporation (the "Corporation") is Wellsford Real
Properties, Inc..

9 Pursuant to authority granted under Section ___ of the Corporation's
Articles of Incorporation , the Board of Directors of the Corporation
hereby establishes a series of preferred stock designated Series A 8%
Convertible Redeemable Preferred Stock ($25.00 Par Value Per Share)
(Liquidation Value $25.00 Per Share) (the "Series A Preferred Stock") on
the following terms:

9.1 Certain Definitions.

Unless the context otherwise requires, the terms defined in this
subparagraph A of paragraph 2 shall have, for all purpose of these
Articles Supplementary, the meanings herein specified (with terms
defined in the singular having comparable meanings when used in the
plural).

"Business Day" shall mean any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking
institutions in New York City are authorized or required by law,
regulation or executive order to close.

"Closing Date" shall mean ___________________.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Common Stock" shall mean the common stock, $.01 par value per
share, of the Corporation.

"Class A Common Stock" shall mean the Class A common stock, $.01
par value per share, of the Corporation.

"Dividend Period" shall have the meaning set forth in
subparagraph (3) of paragraph B.

"Event of Default" shall mean (i) the non-payment of any dividend
on the Quarterly Dividend Date applicable to such dividend for three
(3) Dividend Periods which need not be consecutive; or (ii) the
failure to comply with any term, condition or obligation or failure to
provide any right under these Articles Supplementary.

"Gross Sales Price of a Share of Common Stock" shall mean (a) the
gross proceeds from all sales of Common Stock to institutional

purchasers taking place on or prior to the Closing Date and subject to
written commitments to purchase from institutional purchasers received
on or prior to the Closing Date, divided by (b) the aggregate number
of shares so sold and subject to such commitments.

"Junior Shares" shall have the meaning set forth in subparagraph
(2) of paragraph B.

"Person" shall mean any natural person, corporation, business
trust, joint venture, association, company, partnership, or
government, or any agency or political subdivision thereof.

"Liquidation Value" shall have the meaning set forth in
subparagraph (4) of paragraph B below.

"Net Book Value Per Share of Common Stock" shall mean the
stockholders' equity of the Corporation determined in accordance with
generally accepted accounting principles as adjusted for all
liabilities, including all costs related to the formation of the
Corporation, as set forth in the financial statements of the
Corporation, less the Liquidation Value of all outstanding Preferred
Stock including Series A Preferred Stock, divided by the number of
shares of Common Stock of the Corporation outstanding on such date,
excluding the shares of Class A Common Stock being purchased by
ERP Operating Limited Partnership on the Closing Date. Net Book Value
Per Share of Common Stock shall be determined in accordance with the
provisions in Section 2.1 of that certain Common Stock and Preferred
Stock Purchase Agreement dated as of ______________, 1997 between
ERP Operating Limited Partnership and the Corporation.

"Preferred Stock" shall mean all shares of capital stock having a
preference in any manner to the Common Stock or Class A Common Stock.

"Quarterly Dividend Date" shall have the meaning set forth in
subparagraph (3) of paragraph B below.

"Record Date" shall have the meaning set forth in subparagraph
(3) of paragraph B below.

"Redemption Date" shall have the meaning set forth in
subparagraph (5) of paragraph B below.

"Redemption Price" shall have the meaning set forth in
subparagraph (5) of paragraph B below.

"Responsible Officer" of any corporation shall mean any executive
officer of such corporation, and any other officer or similar official
thereof responsible for the administration of the obligations of such
corporation in respect of these Articles Supplementary.

"Series A Preferred Stock" shall have the meaning set forth in
the preamble.

9.2 Series A Preferred Stock

(a) Number. The maximum number of shares of the Series A
Preferred Stock shall be 2,000,000.

(b) Relative Seniority. In respect of rights to receive
dividends and to participate in distributions or payments in the event
of any liquidation, dissolution or winding up of the Corporation, the
Series A Preferred Stock shall rank pari passu with any other
Preferred Stock of the Corporation, and will rank senior to the Common
Stock and any other class or series of shares of capital stock of the
Corporation ranking, as to dividends and upon liquidation, junior to
the Series A Preferred Stock (collectively, "Junior Shares").
Notwithstanding the foregoing, the Corporation may make distributions
or pay dividends in shares of Common Stock or in any other shares of
the Corporation ranking junior to the Series A Preferred Stock as to
distribution rights and liquidation preference at any time; provided,
however, the Corporation may make distributions or pay dividends on
the Series A Preferred Stock in shares of the Corporation only as
provided herein.

(c) Dividends. The holders of the then outstanding Series A
Preferred Stock shall be entitled to receive, when and as declared by
the Board of Directors of the Corporation out of any funds legally
available therefor, dividends at the rate of $2.00 per share per year,
payable in cash, except as provided below, in equal amounts quarterly
on the fifteenth day, or if not a Business Day, the next succeeding
Business Day, of January, April, July and October in each year,
beginning ______________, 1997 (each such day being hereinafter called
a "Quarterly Dividend Date" and each period ending on a Quarterly
Dividend Date being hereinafter called a "Dividend Period"), to
shareholders of record at the close of business on such date as shall
be fixed by the Board of Directors of the Corporation at the time of
declaration of the dividend (the "Record Date"), which shall be not
fewer than 10 nor more than 30 days preceding the Quarterly Dividend
Date. The amount of any dividend payable for the initial Dividend
Period and for any other Dividend Period shorter than a full Dividend
Period shall be prorated and computed on the basis of a 360-day year
of twelve 30-day months. Dividends paid on the Series A Preferred
Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated pro rata on
a per share basis among all such shares at the time outstanding.

Notwithstanding the foregoing, for any twelve (12) Dividend
Periods the Company shall have the right to pay the dividend in
additional shares of Series A Preferred Stock determined by dividing
the total amount of the dividend to be paid in shares of Series A
Preferred Stock by the Liquidation Value (as defined herein) per share
of Series A Preferred Stock. The issuance of additional shares of
Series A Preferred Stock pursuant to this subparagraph (3) shall be
evidenced by a stock certificate representing such shares issued on
the related Quarterly Dividend Date and delivered on or immediately
thereafter. Notwithstanding any other provision hereof, no fractional
shares of the Corporation shall be issued in connection with the
payment of any dividend on Series A Preferred Stock in additional
shares of Series A Preferred Stock. Instead, any holder of outstanding
Series A Preferred Stock having a fractional interest arising upon the
payment of a dividend in additional shares of Series A Preferred Stock
shall, on the related Quarterly Dividend Date, be paid an amount in
cash equal to the Liquidation Value times the fraction of a share of
Series A Preferred Stock to which such holder would otherwise be
entitled.

In the event the Company fails to pay any dividend on the
Series A Preferred Stock on any Quarterly Dividend Date, the Company
shall not pay any dividends on any other class of stock of the Company
(other than (i) pro rata with other securities of the Company ranking
pari passu with the Series A Preferred Stock or (ii) with Junior
Shares) until such dividend on the Series A Preferred Stock has been
paid.

Except as provided in these Articles Supplementary, the Series A
Preferred Stock shall not be entitled to participate in the earnings
or assets of the Corporation.

(d) Liquidation Rights.

(i) Upon the voluntary or involuntary dissolution,
liquidation or winding up of the Corporation, the holders of the
Series A Preferred Stock then outstanding shall be entitled to
receive and to be paid out of the assets of the Corporation
available for distribution to its shareholders, before any
payment or distribution shall be made on any Junior Shares, the
amount of $25.00 per share of Series A Preferred Stock
("Liquidation Value"), plus any accrued and unpaid dividends
thereon.

(ii) After the payment to the holders of the Series A
Preferred Stock of the full preferential amounts provided for in
this paragraph B(4), the holders of the Series A Preferred Stock
as such shall have no right or claim to any of the remaining
assets of the Corporation.

(iii) If, upon any voluntary or involuntary dissolution,
liquidation, or winding up the Corporation, the amounts payable
with respect to the preference value of the Series A Preferred
Stock and any other shares of capital stock of the Corporation
ranking as to any such distribution on a parity with the Series A
Preferred Stock are not paid in full, the holders of the Series A
Preferred Stock and of such other shares will share ratably in
any such distribution of assets of the Corporation in proportion
to the full respective preference amounts to which they are
entitled.

(iv) Neither the sale of all or substantially all the
property or business of the Corporation, nor the merger or
consolidation of the Corporation into or with any other entity or
the merger or consolidation of any other entity into or with the
Corporation, nor any dissolution, liquidation, winding up or
reorganization of the Corporation immediately followed by the
incorporation of another corporation to which the Corporation's
assets are distributed shall be deemed to be a dissolution,
liquidation or winding up, voluntary or involuntary, for the
purposes of this paragraph B.

(v) In determining whether a distribution by dividend,
redemption or other acquisition of shares of the Corporation or
otherwise is permitted under Maryland law, no effect shall be
given to amounts that would be needed, if the Corporation were to
be dissolved at the time of the distribution, to satisfy the
preferential rights upon dissolution of shareholders whose

preferential rights on dissolution are superior to those
receiving the distribution.

(e) Redemption.

(i) Optional Redemption. On and after _____________, 2002,
the Corporation may, at its option, redeem at any time all of the
outstanding Series A Preferred Stock or a part of the outstanding
Series A Preferred Stock at a price per share (the "Redemption
Price"), equal to $25.00 per share of Series A Preferred Stock,
together with all accrued and unpaid dividends to and including
the date fixed for redemption (the "Redemption Date"); provided,
however, that no partial redemption of the Series A Preferred
Stock may be effected if after giving effect thereto the
aggregate Liquidation Value of the Series A Preferred Stock
outstanding is less than $10,000,000. The Redemption Price and
all accrued and unpaid dividends shall be paid in cash; provided,
however, that if (a) a holder of Series A Preferred Stock desires
to convert any of its Series A Preferred Stock called for
redemption but such conversion would cause any direct or indirect
holder which is classified as a real estate investment trust
("REIT") under Section 856 of the Code to own , directly or
indirectly, more than 9.9% of the outstanding voting capital
stock of the Corporation or would otherwise cause any direct or
indirect holder of such outstanding voting capital stock to lose
its status as a REIT under the Code, and (b) such holder has so
notified the Corporation in writing prior to the Redemption Date,
stating the number of shares of Series A Preferred Stock which
have been called for redemption which such holder is unable to
convert for such reason (such shares being referred to as the
"Unconvertible Shares"), then the Corporation shall pay, in cash,
the Redemption Price plus all accrued and unpaid dividends for
each Unconvertible Share and shall issue to such holder a warrant
to purchase the number of shares of Common Stock equal to (i) the
fair market value of a share of Common Stock on the Redemption
Date over the Redemption Price, multiplied by (ii) the number of
shares of Common Stock into which the Unconvertible Shares
redeemed from such holder were convertible immediately prior to
such redemption, and divided by (iii) the fair market value of a
share of Common Stock on the Redemption Date. Such warrant shall
be exercisable without cost to the holder thereof at any time and
from time to time for a period of ten (10) years from the date of
issuance of such warrant. The warrant shall be on such terms and
conditions as are customarily contained in like warrants,
including provisions to protect the holder of the warrant from
dilution. The Corporation shall have the right, at any time, to
redeem such warrant at a price equal to the fair market value of
such warrant on the date of any such redemption. The fair market
value of a share of Common Stock on the Redemption Date shall be
deemed to be the average of the daily closing prices of the
Common Stock for thirty (30) consecutive trading days commencing
forty-five (45) trading days before the Redemption Date. The
closing price for each day shall be the last reported sales price
or, in case no such reported sale takes place on such date, the
average of the reported closing bid and asked prices regular way,
in either case on the New York Stock Exchange, or if the Common
Stock is not listed or admitted to trading on such Exchange, on
the principal national securities exchange on which the Common

Stock is listed or admitted to trading or, if not listed or
admitted to trading on any national securities exchange, the
closing sale price of the Common Stock or, in case no reported
sale takes place, the average of the closing bid and asked
prices, on Nasdaq or any comparable system, or if the Common
Stock is not quoted on Nasdaq or any comparable system, the
closing sale price or, in case no reported sale takes place, the
average of the closing bid and asked prices, as furnished by any
two members of the National Association of Securities Dealers,
Inc. selected from time to time by the Corporation for that
purpose.

(ii) Procedures for Redemption.

(A) Notice of any redemption will be mailed by the
Corporation, postage prepaid, not less than 30 nor more than 90
days prior to the Redemption Date, addressed to the holders of
record of the Series A Preferred Stock to be redeemed at their
addresses as they appear on the share transfer records of the
Corporation. No failure to give such notice or any defect therein
or in the mailing thereof shall affect the validity of the
proceedings for the redemption of any Series A Preferred Stock
except as to the holder to whom the Corporation has failed to
give notice or except as to the holder to whom notice was
defective. In addition to any information required by law or by
the applicable rules of any exchange upon which Series A
Preferred Stock may be listed or admitted to trading, such notice
shall state: (a) the Redemption Date; (b) the Redemption Price;
(c) the number of shares of Series A Preferred Stock to be
redeemed; (d) the place or places where certificates for such
shares are to be surrendered for payment of the Redemption Price;
(e) the date on which conversion rights shall expire, the
conversion price and the place or places where certificates for
such shares are to be surrendered for conversion; and (f) the
number of shares of Common Stock of the Corporation outstanding
on the date of such notice.

(B) If notice has been mailed in accordance with
subparagraph (5)(b)(i) above and provided that on or before the
Redemption Date specified in such notice all funds necessary for
such redemption shall have been irrevocably set aside by the
Corporation, separate and apart from its other funds, in trust
for the pro rata benefit of the holders of the Series A Preferred
Stock so called for redemption, so as to be, and to continue to
be available therefor, then, from and after the Redemption Date,
distributions shall no longer accrue on said shares and said
shares shall no longer be deemed to be outstanding and shall not
have the status of Series A Preferred Stock and all rights of the
holders thereof as shareholders of the Corporation (except the
right to receive the Redemption Price) shall cease. Upon
surrender, in accordance with said notice, of the certificates
for any shares of Series A Preferred Stock so redeemed (properly
endorsed or assigned for transfer, if the Corporation shall so
require and the notice shall so state), such shares of Series A
Preferred Stock shall be redeemed by the Corporation at the
Redemption Price. In case fewer than all the Series A Preferred
Stock represented by any such certificate are redeemed, a new
certificate or certificates shall be issued representing the

unredeemed Series A Preferred Stock without cost to the holder
thereof.

(C) Any funds deposited with a bank or trust company for
the purpose of redeeming shares of Series A Preferred Stock shall
be irrevocable except that:

the Corporation shall be entitled to receive from
such bank or trust company the interest or other earnings,
if any, earned on any money so deposited in trust, and the
holders of any shares redeemed shall have no claim to such
interest or other earnings;

any balance of monies so deposited by the
Corporation and unclaimed by the holders of the Series A
Preferred Stock entitled thereto at the expiration of one
year from the applicable Redemption Date shall be repaid,
together with any interest or other earnings earned thereon,
to the Corporation, and after any such repayment, the
holders of the shares entitled to the funds so repaid to the
Corporation shall look only to the Corporation for payment
without interest or other earnings; and

any funds set aside to redeem Series A Preferred
Stock that is converted into Common Stock prior to the
Redemption Date shall be immediately delivered to the
Corporation.

(D) No Series A Preferred Stock may be redeemed except with
funds legally available for the payment of the Redemption Price.

(E) Unless a sum sufficient for the payment of the then
current dividend due for the then current Dividend Period is set
apart, no shares of Series A Preferred Stock shall be redeemed
(unless all outstanding shares of Series A Preferred Stock are
simultaneously redeemed) or purchased or otherwise acquired
directly or indirectly (except by conversion into or exchange for
capital shares of the Corporation ranking junior to the shares of
Series A Preferred Stock as to dividends and upon liquidation);
provided, however, that the foregoing shall not prevent the
purchase or acquisition of Series A Preferred Stock pursuant to a
purchase or exchange offer made on the same terms to holders of
all outstanding shares of Series A Preferred Stock.

(F) If the Redemption Date is after a Record Date and
before the related Quarterly Dividend Date, the dividend payable
on such Quarterly Dividend Date shall be paid to the holder in
whose name the Series A Preferred Stock to be redeemed are
registered at the close of business on such Record Date
notwithstanding the redemption thereof between such Record Date
and the related Quarterly Dividend Date or the Corporation's
default in the payment of the dividend due.

(G) In case of redemption of less than all of the shares of
Series A Preferred Stock at the time outstanding, the shares of
Series A Preferred Stock to be redeemed shall be selected pro
rata from the holders of record of such shares in proportion to
the number of shares of Series A Preferred Stock held by such

holders (with adjustments to avoid redemption of fractional
shares) or by any other equitable method determined by the
Corporation.

(iii) Required Redemption. Upon the occurrence of an
Event of Default or on and after _____________, 2012, whichever
comes first, the holder of any shares of Series A Preferred Stock
may, at its option, cause the Corporation to redeem at any time
all of the Series A Preferred Stock held by such holder at the
Redemption Price, payable in cash, together with all accrued and
unpaid dividends to and including the Redemption Date.
Notwithstanding the provisions of this subsection (c), provided
an Event of Default has not occurred, the Corporation shall have
the right to extend the date during which a required redemption
is not permitted under this subsection (c) for three separate
additional five (5) year periods if the dividend rate on the
Series A Preferred Stock is changed to the then market rate of
comparable preferred stock (the "Market Rate") on the first day
of each such additional five year period; provided, however, in
no event shall the dividend be reduced to less than $2.00 per
share of Series A Preferred Stock. The Market Rate shall be
determined ten (10) days prior to the first Business Day of each
such additional five (5) year period by mutual agreement of the
holders of Series A Preferred Stock and the Corporation. In the
event the holders of Series A Preferred Stock and the Corporation
cannot agree on such determination prior to the first Business
Day of such additional five (5) year period, the Market Rate
shall be determined as of the first Business Day of each such
additional five (5) year period as follows: (i) a majority of the
holders of the Series A Preferred Stock then outstanding shall
choose an investment banking firm of nationally recognized status
and the Corporation shall choose an investment banking firm of
nationally recognized status; (ii) the investment banking firms
chosen by a majority of the holders of the Series A Preferred
Stock then outstanding and the Corporation shall mutually choose
a third investment banking firm of nationally recognized status
(the "Independent Investment Banker"); (iii) the Independent
Investment Banker shall then determine, in its sole discretion,
the Market Rate and shall advise the holders of Series A
Preferred Stock and the Corporation of its determination; and
(iv) the fees of the Independent Investment Banker for making
such determination shall be borne fifty percent (50%) by the
holders of Series A Preferred Stock and fifty percent (50%) by
the Corporation.

(iv) Procedures for Required Redemption.

(A) Notice of any required redemption shall be mailed by
the holder of the Series A Preferred Stock requesting redemption,
postage prepaid, not less than 30 nor more than 90 days prior to
the Redemption Date, addressed to the Corporation. In addition to
any information required by law or by the applicable rules of any
exchange upon which Series A Preferred Stock may be listed or
admitted to trading, such notice shall state: (a) the Redemption
Date; (b) the Redemption Price; and (c) the number of shares of
Series A Preferred Stock to be redeemed.

(B) If notice has been mailed in accordance with

subparagraph (5)(d)(i) above on or before the Redemption Date
specified in such notice all funds necessary for such redemption
shall have been irrevocably set aside by the Corporation,
separate and apart from its other funds in trust for the pro rata
benefit of the holders of the Series A Preferred Stock requesting
redemption, so as to be, and to continue to be available
therefor, then, from and after the Redemption Date, said shares
shall no longer be deemed to be outstanding and shall not have
the status of Series A Preferred Stock and all rights of the
holders thereof as shareholders of the Corporation (except the
right to receive the Redemption Price) shall cease. Upon
surrender, in accordance with said notice, of the certificates
for any shares of Series A Preferred Stock so redeemed, such
shares of Series A Preferred Stock shall be redeemed by the
Corporation at the Redemption Price. In case fewer than all the
Series A Preferred Stock represented by any such certificate are
redeemed, a new certificate or certificates shall be issued
representing the unredeemed Series A Preferred Stock without cost
to the holder thereof.

(C) Any funds deposited with a bank or trust company for
the purpose of redeeming shares of Series A Preferred Stock shall
be irrevocable except that:

(D) No Series A Preferred Stock may be redeemed except with
funds legally available for the payment of the Redemption Price.

(E) If the Redemption Date is after a Record Date and
before the related Quarterly Dividend Date, the dividend payable
on such Quarterly Dividend Date shall be paid to the holder in
whose name the Series A Preferred Stock to be redeemed are
registered at the close of business on such Record Date
notwithstanding the redemption thereof between such Record Date
and the related Quarterly Dividend Date or the Corporation's
default in the payment of the dividend due.

(v) The Series A Preferred Stock redeemed, repurchased or
retired pursuant to the provisions of this Subparagraph 5(b) or
surrendered to the Corporation upon conversion shall thereupon be
retired and may not be reissued as Series A Preferred Stock but
shall thereafter have the status of authorized but unissued
shares of the Corporation.

(f) Voting Rights. The holders of Series A Preferred Stock
shall not be entitled to vote on any matter except as provided below;
provided, however, the holders of Series A Preferred Stock shall not
have any voting rights to the extent such rights will cause any holder
of a Series A Preferred Stock to own more than 9.9% of the outstanding
voting capital stock of the Corporation or otherwise cause any holder
of Series A Preferred Stock that is classified as a REIT under Section
856 of the Code to lose its status as a REIT under the Code.

(i) So long as any shares of Series A Preferred Stock
remain outstanding, the Corporation will not, without the
affirmative vote or consent of the holders of at least two-thirds
of the shares of Series A Preferred Stock outstanding at the
time, given in person or by proxy, either in writing or at a
meeting (such series voting separately as a class), (i)
authorize, create or issue, or increase the authorized or issued
amount of, any class or series of shares of capital stock ranking
prior to the Series A Preferred Stock with respect to the payment
of dividends or the distribution of assets upon liquidation,
dissolution or winding up or reclassify any authorized shares of
capital stock of the Corporation into such shares, or create,
authorize or issue any obligation or security convertible into or
evidencing the right to purchase any such shares; or (ii) amend,
alter or repeal the provisions of the Corporation's Certificate
of Incorporation or the Articles Supplementary classifying the
Series A Preferred Stock, whether by merger, consolidation or
otherwise (an "Event"), so as to materially and adversely affect
any right, preference, privilege or voting power of the Series A
Preferred Stock or the holders thereof; provided, however, with
respect to the occurrence of any of the Events set forth in (ii)
above, so long as the shares of Series A Preferred Stock remain
outstanding with the terms thereof materially unchanged, taking
into account that upon the occurrence of an Event, the
Corporation may not be the surviving entity, the occurrence of
any such Event shall not be deemed to materially and adversely
affect such rights, preferences, privileges or voting power of
holders of Series A Preferred Stock and provided further that (x)
any increase in the amount of the authorized or issued shares of
Preferred Stock or the creation or issuance of any other
Preferred Stock, or (y) any increase in the amount of authorized
or issued Series A Preferred Stock or any other Preferred Stock,
in each case ranking on a parity with or junior to the Series A
Preferred Stock with respect to payment of dividends or the
distribution of assets upon liquidation, dissolution or winding
up, shall not be deemed to materially and adversely affect such
rights, preferences, privileges or voting powers.

Nothing herein contained shall require such a vote or
consent (i) in connection with any increase in the total number
of authorized or issued shares of Common Stock, or (ii) in
connection with the authorization or issuance of any class or
series of shares of stock ranking, as to distribution rights and
the liquidation preference, on a parity with or junior to the
Series A Preferred Stock.

The foregoing voting provisions will not apply if, at or
prior to the time when the act with respect to which such vote

would otherwise be required shall be effected, all outstanding
shares of Series A Preferred Stock shall have been redeemed or
called for redemption and sufficient funds shall have been
deposited in trust to effect such redemption.

(g) Conversion.

(i) Holders of Series A Preferred Stock shall have the
right, exercisable at any time and from time to time, except in
the case of Series A Preferred Stock called for redemption as set
forth in subparagraph (5) hereof, to convert all or any of such
Series A Preferred Stock into Common Stock at a conversion price
per share of Common Stock equal to (i) the Net Book Value Per
Share of Common Stock on the Closing Date or (ii) in the event
any sales of Common Stock to any institutional purchasers have
taken place on or prior to the Closing Date or are subject to a
commitment to purchase from an institutional purchaser made on or
prior to the Closing Date, the Gross Sales Price of a Share of
Common Stock; multiplied by 1.08 (the "Conversion Price"). In
the case of Series A Preferred Stock called for redemption,
conversion rights will expire at the close of business on the
last Business Day preceding the Redemption Date. Notice of
redemption at the option of the Corporation must be mailed not
less than 60 days and not more than 90 days prior to the
Redemption Date as provided in subparagraph (5)(b) hereof. Upon
conversion, no adjustment or payment will be made for
distributions, but if any holder surrenders Class A Preferred
Stock for conversion after the close of business on the Record
Date for the payment of a distribution and prior to the opening
of business on the related Quarterly Dividend Date, then,
notwithstanding such conversion, the distribution payable on such
Quarterly Dividend Date will be paid to the registered holder of
such shares on such Record Date. In such event, such shares, when
surrendered for conversion during the period between the close of
business on any Record Date and the opening of business on the
corresponding Quarterly Dividend Date, must be accompanied by
payment of an amount equal to the distribution payable on such
Quarterly Dividend Date on the shares so converted (unless such
shares were converted after the issuance of a notice of
redemption with respect to such shares, in which event such
shares shall be entitled to the distribution payable thereon on
such Quarterly Dividend Date without making such payment).

(ii) Any holder of one or more shares of Series A Preferred
Stock electing to convert such share or shares shall deliver the
certificate or certificates therefor to the principal office of
any transfer agent for the Common Stock, with the form of notice
of election to convert as the Corporation shall prescribe fully
completed and duly executed and (if so required by the
Corporation or any conversion agent) accompanied by instruments
of transfer in form satisfactory to the Corporation and to any
conversion agent, duly executed by the registered holder or his
duly authorized attorney, and transfer taxes, stamps or funds
therefor or evidence of payment thereof. The conversion right
with respect to any such shares shall be deemed to have been
exercised at the date upon which the certificates therefor
accompanied by such duly executed notice of election and
instruments of transfer and such taxes, stamps, funds or evidence

of payment shall have been so delivered, and the person or
persons entitled to receive the shares of the Common Stock
issuable upon such conversion shall be treated for all purposes
as the record holder or holders of such shares of the Common
Stock upon said date.

(iii) No fractional shares of Common Stock or scrip
representing a fractional share shall be issued upon conversion
of Series A Preferred Stock. If more than one share of Series A
Preferred Stock shall be surrendered for conversion at one time
by the same holder, the number of full shares of Common Stock
which shall be issuable upon conversion thereof shall be computed
on the basis of the aggregate number of shares of Series A
Preferred Stock so surrendered. Instead of any fractional shares
of Common Stock which would otherwise be issuable upon conversion
of any shares of Series A Preferred Stock, the Corporation shall
pay a cash adjustment in respect of such fraction in an amount
equal to the same fraction of the closing price for the Common
Stock on the last trading day preceding the date of conversion.
The closing price for such day shall be the last reported sales
price regular way or, in case no such reported sale takes place
on such date, the average of the reported closing bid and asked
prices regular way, in either case on the New York Stock
Exchange, or if the Common Stock is not listed or admitted to
trading on such Exchange, on the principal national securities
exchange on which the Common Stock is listed or admitted to
trading or, if not listed or admitted to trading on any national
securities exchange, the closing sale price of the Common Stock
or in case no reported sale takes place, the average of the
closing bid and asked prices, on Nasdaq or any comparable system.
If the Common Stock is not quoted on Nasdaq or any comparable
system, the Board of Directors shall in good faith determine the
current market price on the basis of such quotation as it
considers appropriate.

(iv) If a holder converts shares of Series A Preferred
Stock, the Corporation shall pay any documentary, stamp or
similar issue or transfer tax due on the issuance of shares of
Common Stock upon the conversion. The holder, however, shall pay
to the Corporation the amount of any tax which is due (or shall
establish to the satisfaction of the Corporation payment thereof)
if the shares are to be issued in a name other than the name of
such holder and shall pay to the Corporation any amount required
by the last sentence of subparagraph (7)(a) hereof.

(v) The Corporation shall reserve and shall at all times
have reserved out of its authorized but unissued Common Stock a
sufficient number of shares of Common Stock to permit the
conversion of the then outstanding Series A Preferred Stock. All
Common Stock which may be issued upon conversion of Series A
Preferred Stock shall be validly issued, fully paid and
nonassessable, and not subject to preemptive or other similar
rights. In order that the Corporation may issue Common Stock upon
conversion of Series A Preferred Stock, the Corporation will
endeavor to comply with all applicable federal and state
securities laws and will endeavor to list such Common Stock to be
issued upon conversion on each securities exchange on which the
Common Stock is listed.

(vi) The conversion rate in effect at any time shall be
subject to adjustment from time to time as follows:

(A) In case the Corporation shall (1) pay or make a
distribution in shares of Common Stock to holders of the
Common Stock, (2) reclassify the outstanding Common Stock
into shares of some other class or series of shares, (3)
subdivide the outstanding Common Stock into a greater number
of shares of Common Stock or (4) combine the outstanding
Common Stock into a smaller number of shares of Common
Stock, the conversion rate immediately prior to such action
shall be adjusted so that the holder of any shares of Series
A Preferred Stock thereafter surrendered for conversion
shall be entitled to receive the number of shares of Common
Stock which he would have owned immediately following such
action had such Series A Preferred Stock been converted
immediately prior thereto. An adjustment made pursuant to
this subparagraph (7)(f)(i) shall become effective
immediately after the record date in the case of a
distribution and shall become effective immediately after
the effective date in the case of a subdivision, combination
or reclassification.

(B) In case the Corporation shall issue rights,
options or warrants to all holders of the Common Stock
entitling them to subscribe for or purchase Common Stock (or
securities convertible into Common Stock) at a price per
share less than the current market price (as determined
pursuant to subparagraph (7)(f)(iv)) of the Common Stock on
such record date, the number of shares of Common Stock into
which each share of Series A Preferred Stock shall be
convertible shall be adjusted so that the same shall be
equal to the number determined by multiplying the number of
shares of Common Stock into which such share of Series A
Preferred Stock was convertible immediately prior to such
record date by a fraction of which the numerator shall be
the number of shares of Common Stock outstanding on such
record date plus the number of additional shares of Common
Stock offered (or into which the convertible securities so
offered are convertible), and of which the denominator shall
be the number of shares of Common Stock outstanding on such
record date, plus the number of shares of Common Stock which
the aggregate offering price of the additional shares of
Common Stock offered (or into which the convertible
securities so offered are convertible) would purchase at
such current market price. Such adjustments shall become
effective immediately after such record date for the
determination of the holders of the Common Stock entitled to
receive such distribution. For purposes of this subsection
(ii), the number of shares of Common Stock at any time
outstanding shall not include shares of Common Stock held in
the treasury of the Corporation.

(C) In case the Corporation shall distribute to all
holders of the Common Stock any class of shares of capital
stock other than Common Stock, evidences of indebtedness or
assets of the Corporation (other than cash distributions out

of current or retained earnings), or shall distribute to all
holders of the Common Stock rights or warrants to subscribe
for securities (other than those referred to in subparagraph
(7)(f)(ii), then in each such case the number of Common
Stock into which each share of Series A Preferred Stock
shall be convertible shall be adjusted so that the same
shall equal the number determined by multiplying the number
of shares of Common Stock into which such share of Series A
Preferred Stock was convertible immediately prior to the
date of such distribution by a fraction of which the
numerator shall be the current market price (determined as
provided in subparagraph (7)(f)(iv) of the Common Stock on
the record date mentioned below, and of which the
denominator shall be such current market price of the Common
Stock, less the then fair market value (as determined by the
Board of Directors, whose determination shall be conclusive
evidence of such fair market value) of the portion of the
securities or assets so distributed or of such subscription
rights or warrants applicable to one share of Common Stock.
Such adjustment shall become effective immediately after the
record date for the determination of the holders of the
Common Stock entitled to receive such distribution.
Notwithstanding the foregoing, in the event that the
Corporation shall distribute rights or warrants (other than
those referred to in subparagraph (7)(f)(ii)) ("Rights") pro
rata to holders of the Common Stock, the Corporation may, in
lieu of making any adjustment pursuant to this subparagraph
(7)(f)(iii), make proper provision so that each holder of a
share of Series A Preferred Stock who converts such share
after the record date for such distribution and prior to the
expiration or redemption of the Rights shall be entitled to
receive upon such conversion, in addition to the Common
Stock issuable upon such conversion (the "Conversion
Shares"), a number of Rights to be determined as follows:
(1) if such conversion occurs on or prior to the date for
the distribution to the holders of Rights of separate
certificates evidencing such Rights (the "Distribution
Date"), the same number of Rights to which a holder of a
number of shares of Common Stock equal to the number of
Conversion Shares is entitled at the time of such conversion
in accordance with the terms and provisions of and
applicable to the Rights; and (2) if such conversion occurs
after the Distribution Date, the same number of Rights to
which a holder of the number of shares of Common Stock into
which a share of Series A Preferred Stock so converted was
convertible immediately prior to the Distribution Date would
have been entitled on the Distribution Date in accordance
with the terms and provisions of and applicable to the
Rights.

(D) The current market price per share of the Common
Stock on any date shall be deemed to be the average of the
daily closing prices for thirty consecutive trading days
commencing forty-five (45) trading days before the date in
question. The closing price for each day shall be the last
reported sales price or, in case no such reported sale takes
place on such date, the average of the reported closing bid
and asked prices regular way, in either case on the New York

Stock Exchange, or if the Common Stock is not listed or
admitted to trading on such Exchange, on the principal
national securities exchange on which the Common Stock is
listed or admitted to trading or, if not listed or admitted
to trading on any national securities exchange, the closing
sale price of the Common Stock or, in case no reported sale
takes place, the average of the closing bid and asked
prices, on Nasdaq or any comparable system, or if the Common
Stock is not quoted on Nasdaq or any comparable system, the
closing sale price or, in case no reported sale takes place,
the average of the closing bid and asked prices, as
furnished by any two members of the National Association of
Securities Dealers, Inc. selected from time to time by the
Corporation for that purpose.

(E) In any case in which this subparagraph (7) shall
require that an adjustment be made immediately following a
record date, the Corporation may elect to defer (but only
until five Business Days following the mailing of the notice
described in subparagraph (7)(j)) issuing to the holder of
any Series A Preferred Stock converted after such record
date the Common Stock and other shares of capital stock of
the Corporation issuable upon such conversion over and above
the Common Stock and other shares of capital stock of the
Corporation issuable upon such conversion only on the basis
of the conversion rate prior to adjustment; and, in lieu of
the shares the issuance of which is so deferred, the
Corporation shall issue or cause its transfer agents to
issue appropriate evidence of the right to receive such
shares.

(vii) No adjustment in the conversion rate shall be
required until cumulative adjustments result in a change of 1% or
more of the conversion price as in effect prior to the last
adjustment of the conversion rate; provided, however, that any
adjustment which by reason of this subparagraph (7)(g) is not
required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under this
subparagraph (7) shall be made to the nearest cent ($.01) or the
nearest one-hundredth (1/100) of a share, as the case may be. No
adjustment to the conversion rate shall be made for cash
dividends.

(viii) In the event that, as a result of an adjustment
made pursuant to subparagraph (7)(f), the holder of any Series A
Preferred Stock thereafter surrendered for conversion shall
become entitled to receive any shares of capital stock of the
Corporation other than Common Stock, thereafter the number of
such other shares so receivable upon conversion of any Series A
Preferred Stock shall be subject to adjustment from time to time
in a manner and on terms as nearly equivalent as practicable to
the provisions with respect to the Common Stock contained in this
subparagraph (7).

(ix) The Corporation may make such increases in the
conversion rate, in addition to those required by subparagraphs
(7)(f)(i), (ii) and (iii), as is considered to be advisable in
order that any event treated for federal income tax purposes as a

distribution of shares or share rights shall not be taxable to
the recipients thereof.

(x) Whenever the conversion rate is adjusted, the
Corporation shall promptly mail to all holders of record of
Series A Preferred Stock a notice of the adjustment and shall
cause to be prepared a certificate signed by a principal
financial officer of the Corporation setting forth the adjusted
conversion rate and a brief statement of the facts requiring such
adjustment and the computation thereof; such certificate shall
forthwith be filed with each transfer agent for the Series A
Preferred Stock.

(xi) In the event that:

(A) the Corporation takes any action which would
require an adjustment in the conversion rate,

(B) the Corporation consolidates or merges with, or
transfers all or substantially all of its assets
to, another corporation and shareholders of the
Corporation must approve the transaction, or

a holder of Series A Preferred Stock may wish to convert some or
all of such shares into Common Stock prior to the record date
for, or the effective date of, the transaction so that he may
receive the rights, warrants, securities or assets which a holder
of Common Stock on that date may receive. Therefore, the
Corporation shall mail to holders of Series A Preferred Stock a
notice stating the proposed record or effective date of the
transaction, as the case may be. The Corporation shall mail the
notice at least 10 days before such date; however, failure to
mail such notice or any defect therein shall not affect the
validity of any transaction referred to in clauses (i), (ii) or
(iii) of this subparagraph (7)(k).

(xii) If any of the following shall occur, namely: (i)
any reclassification or change of outstanding Common Stock
issuable upon conversion of Series A Preferred Stock (other than
a change in par value, or from par value to no par value, or from
no par value to par value, or as a result of a subdivision or
combination), (ii) any consolidation or merger to which the
Corporation is a party other than a consolidation or merger in
which the Corporation is the continuing corporation and which
does not result in any reclassification of, or change (other than
a change in name, or par value, or from par value to no par
value, or from no par value to par value, or as a result of a
subdivision or combination) in, outstanding Common Stock or (iii)
any sale, transfer or lease of all or substantially all of the
property or business of the Corporation as an entirety, then the
Corporation, or such successor or purchasing corporation, as the
case may be, shall, as a condition precedent to such
reclassification, change, consolidation, merger, sale, transfer
or lease, provide in its charter document that each share of
Series A Preferred Stock shall be convertible into the kind and

amount of shares of stock and other securities and property
(including cash) receivable upon such reclassification, change,
consolidation, merger, sale, transfer or lease by a holder of the
number of shares of Common Stock deliverable upon conversion of
such shares of Series A Preferred Stock immediately prior to such
reclassification, change, consolidation, merger, sale, transfer
or lease. Such charter document shall provide for adjustments
which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this subparagraph (7). The foregoing,
however, shall not in any way affect the right that a holder of
Series A Preferred Stock may otherwise have, pursuant to clause
(2) of the last sentence of subparagraph (7)(f)(iii), to receive
Rights upon conversion of Series A Preferred Stock. If, in the
case of any such reclassification, change, consolidation, merger,
sale, transfer or lease, the shares of stock or other securities
and property (including cash) receivable thereupon by a holder of
the Common Stock includes shares of stock or beneficial interest
or other securities and property of a corporation or other entity
other than the successor or purchasing corporation, as the case
may be, in such reclassification, change, consolidation, merger,
sale, transfer or lease, then the charter document of such other
corporation shall contain such additional provisions to protect
the interests of the holders of Series A Preferred Stock as the
Board of Directors shall reasonably consider necessary by reason
of the foregoing. The provisions of this subparagraph (7)(1)
shall similarly apply to successive consolidations, mergers,
sales, transfers or leases.

No holder of Series A Convertible Preferred Stock will
possess any preemptive rights to subscribe for or acquire any
unissued shares of the Corporation (whether now or hereafter
authorized) or securities of the Corporation convertible into or
carrying a right to subscribe to or acquire shares of the
Corporation.

(h) So long as any Series A Preferred Stock is outstanding, the
Corporation shall not issue any options to purchase shares of the
Corporation ("Employee Stock Options") to officers, directors or
employees of, or consultants to, the Corporation, whether pursuant to
employee stock option or purchase plans of the Corporation or
employment or consulting agreements or otherwise for an exercise price
which is less than the fair market value of such shares on the date of
grant. In the event the number of shares of Common Stock subject to
Employee Stock Options excluding, any Employee Stock Options
[reload/rollover], at any time exceeds, in the aggregate, 10% of the
Common Stock outstanding at such time, all Employee Stock Options
outstanding at such time in excess of such 10%, shall be deemed for
purposes of subparagraph (7) hereof to have an exercise price per
share equal to 20% of the average fair market value of a share of
Common Stock on the date of grant of those shares subject to Employee
Stock Options most recently granted in excess of such 10%.

3. Exclusion of Other Rights.

Except as may otherwise be required by law, the Series A Preferred
Stock shall not have any voting powers, preferences and relative,
participating, optional or other special rights, other than those
specifically set forth in these Articles Supplementary (as such Articles

Supplementary may be amended from time to time) and in the Articles of
Incorporation. The Series A Preferred Stock shall have no preemptive or
subscription rights.

4. Headings of Subdivisions.

The headings of the various subdivisions hereof are for convenience of
reference only and shall not affect the interpretation of any of the
provisions hereof.

5. Severability of Provisions.

If any voting powers, preferences and relative, participating,
optional and other special rights of the Series A Preferred Stock and
qualifications, limitations and restrictions thereof set forth in these
Articles Supplementary (as such Articles Supplementary may be amended from
time to time) is invalid, unlawful or incapable of being enforced by reason
of any rule of law or public policy, all other voting powers, preferences
and relative, participating, optional and other special rights of Series A
Preferred Stock and qualifications, limitations and restrictions thereof
set forth in these Articles Supplementary (as so amended) which can be
given effect without the invalid, unlawful or unenforceable voting powers,
preferences and relative, participating, optional or other special rights
of Series A Preferred Stock and qualifications, limitations and
restrictions thereof herein set forth shall not be deemed dependent upon
any other such voting powers, preferences and relative, participating,
optional or other special right of Series A Preferred Stock and
qualifications, limitations and restrictions thereof unless so expressed
herein.

6. These Articles Supplementary were duly adopted by the Board of
Directors of the Corporation on _________________. Stockholder action is
not required.

EXHIBIT B

FORM OF NOTICE OF DRAW

TO: ERP OPERATING LIMITED PARTNERSHIP

Attention: _______________________________
Telephone: (___) _________________________
Telecopy: (___) _________________________

Pursuant to Section 4.2 of that certain Common Stock and Preferred
Stock Purchase Agreement (the "Agreement") dated as of ___________, 1997 by
and among WELLSFORD REAL PROPERTIES, INC., a Maryland corporation (the
"Company") and ERP OPERATING LIMITED PARTNERSHIP, an Illinois limited
partnership ("Purchaser"), this notice represents the Company's notice to
Purchaser to cause Purchaser to purchase _________ shares of Preferred
Stock pursuant to the Purchaser's Term Purchase Commitment on ___________,
199__ (the "Term Closing Date"). The aggregate purchase price of such
Purchase shall be $______________.

The Company hereby certifies as follows:

(i) the representations and warranties as set forth in
Article 3 (except to the extent that such statements expressly
are made only as of an earlier date) of the Agreement are and
shall be true and correct in all material respects on and as of
the date hereof and the Term Closing Date specified herein; and

(ii) the Company has and shall have performed, or shall have
caused to be performed, in all material respects all agreements
and satisfied all conditions set forth in Section 4.2 of the
Agreement.

Unless otherwise defined herein, terms used herein shall have the
meanings in the Agreement.

Dated: ___________________, 199__

WELLSFORD REAL PROPERTIES, INC.

By:_______________________________
Name:_________________________
Title:________________________

EXHIBIT C

WELLSFORD REAL PROPERTIES, INC.

ARTICLES OF AMENDMENT AND RESTATEMENT

FIRST: Wellsford Real Properties, Inc., a Maryland corporation
(the "Corporation"), desires to amend and restate its charter as currently
in effect and as hereinafter amended.

SECOND: The following provisions are all the provisions of the
charter currently in effect and as hereinafter amended:

ARTICLE I
INCORPORATOR

The undersigned, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, whose address is c/o
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Ingersoll, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, being at least 18 years of age, does hereby form a
corporation under the general laws of the State of Maryland.

ARTICLE II
NAME

The name of the corporation (the "Corporation") is:

Wellsford Real Properties, Inc.
ARTICLE III
PURPOSE

The purposes for which the Corporation is formed are to engage in
any lawful act or activity for which corporations may be organized under
the general laws of the State of Maryland as now or hereafter in force.

ARTICLE IV

PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT

The address of the principal office of the Corporation in the
State of Maryland is c/o ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
The name of the resident agent of the Corporation in the State of Maryland
is ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., whose post address is c/o ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ &
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The
resident agent is a citizen of and resides in the State of Maryland.

ARTICLE V

PROVISIONS FOR DEFINING, LIMITING
AND REGULATING CERTAIN POWERS OF THE
CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS

Section 5.1 Number and Classification of Directors. The
business and affairs of the Corporation shall be managed under the
direction of the Board of Directors. The number of directors of the
Corporation initially shall be six, which number may be increased or

decreased pursuant to the Bylaws, but shall never be less than the minimum
number required by the Maryland General Corporation Law. The names of the
directors who shall serve until the first annual meeting of stockholders
and until their successors are duly elected and qualify and the class of
directors to which each is assigned are:
Name Class
---- -----

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ I
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ I
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ III
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III

These directors may increase the number of directors and may fill any
vacancy, whether resulting from an increase in the number of directors or
otherwise, on the Board of Directors occurring before the first annual
meeting of stockholders in the manner provided in the Bylaws.

The directors (other than any director elected solely by holders
of one or more classes or series of Preferred Stock) shall be classified,
with respect to the terms for which they severally hold office, into three
classes, as nearly equal in number as possible, the Class I directors to
hold office initially for a term expiring at the annual meeting of
stockholders in 1998, the Class II directors to hold office initially for a
term expiring at the annual meeting of stockholders in 1999 and the Class
III directors to hold office initially for a term expiring at the annual
meeting of stockholders in 2000, with the members of each class to hold
office until their successors are duly elected and qualify. At each annual
meeting of the stockholders, the successors to the class of directors whose
term expires at such meeting shall be elected to hold office for a term
expiring at the annual meeting of stockholders held in the third year
following the year of their election.

Section 5.2 Mergers, Consolidations and Share Exchanges.
Notwithstanding any provision of law permitting or requiring such action to
be taken or authorized by the affirmative vote of the holders of shares
entitled to cast a greater number of votes, a consolidation or share
exchange or a merger in which the Corporation is the successor need be
approved only by the affirmative vote of holders of shares entitled to cast
a majority of all the votes entitled to be cast on the matter.

Section 5.3 Authorization by Board of Stock Issuance. The Board
of Directors may authorize the issuance from time to time of shares of
stock of the Corporation of any class or series, whether now or hereafter
authorized, or securities or rights convertible into shares of its stock of
any class or series, whether now or hereafter authorized, for such
consideration as the Board of Directors may deem advisable (or without
consideration in the case of a stock split or stock dividend), subject to
such restrictions or limitations, if any, as may be set forth in the
charter or the Bylaws.

Section 5.4 Preemptive Rights. Except as may be provided by the
Board of Directors in setting the terms of classified or reclassified
shares of stock pursuant to Section 6.2, no holder of shares of stock of
the Corporation shall, as such holder, have any preemptive right to
purchase or subscribe for any additional shares of stock of the Corporation

or any other security of the Corporation which it may issue or sell.

Section 5.5 Removal of Directors. Subject to the rights of
holders of one or more classes or series of stock to elect one or more
directors, any director, or the entire Board of Directors, may be removed,
but only for cause and then only by the affirmative vote of the holders of
at least two thirds of the votes entitled to be cast in the election of
directors. For the purpose of this Section 5.5, "cause" shall mean with
respect to any particular director a final judgment of a court of competent
jurisdiction holding that such director caused demonstrable, material harm
to the Corporation through bad faith or active and deliberate dishonesty.

Section 5.6 Transactions Between the Corporation and its
Directors, Officers, Employees and Agents. Subject to any express
restrictions in this charter or adopted by the Directors in the Bylaws or
by resolution, the Corporation may enter into any contract or transaction
of any kind (including, without limitation, for the purchase or sale of
property or for any type of services, including those in connection with
underwriting the offer or sale of securities of the Corporation) with any
person or entity, including any director, officer, employee or agent of the
Corporation or any person or entity affiliated with a director, officer,
employee or agent of the Corporation, whether or not any of them has a
financial interest in such transaction.

Section 5.7 Ambiguity. In case of any ambiguity in any
provision of this charter, the Board of Directors of the Corporation shall
have the power to determine the application of such provision with respect
to any situation based on the facts known to the Board and such
determination shall be final and conclusive.

ARTICLE VI
STOCK

Section 6.1 Authorized Shares. The Corporation has authority to
issue 199,992,000 shares of Common Stock, $.01 par value per share ("Common
Stock"), and 8,000 shares of Class A Common Stock, $.01 par value per share
("Class A Common Stock"). The Class A Common Stock shall have the
following rights:

(a) Rights. The holders of shares of Class A Common Stock
shall have all rights, including, but not limited to, dividend,
distribution, liquidation and other rights of holders of shares of
Common Stock; provided, however, that holders of shares of Class A
Common Stock shall not have voting rights.

(b) Automatic Conversion. Provided the merger between
Equity Residential Properties Trust, a Maryland real estate investment
trust ("EQR"), and Wellsford Residential Property Trust, a Maryland
real estate investment trust ("Wellsford"), is approved by the
shareholders of Wellsford and EQR, then immediately prior to the
distribution by Wellsford to its common shareholders of all of the
outstanding shares of the Corporation owned by it, as contemplated by
the Contribution and Distribution Agreement, which is Exhibit B to the
Agreement and Plan of Merger, dated as of January 16, 1997, by and
between EQR and Wellsford, (i) all of the outstanding shares of Class
A Common Stock shall automatically, and without any action on the part
of the holders of shares of Common Stock or Class A Common Stock, be
converted into shares of Common Stock at the conversion rate of one

share of Common Stock for each share of Class A Common Stock and (ii)
any authorized but unissued shares of Class A Common Stock shall be
reclassified as authorized but unissued shares of Common Stock.

The aggregate par value of all authorized shares of stock having par value
is $2,000,000.

Section 6.2 Reclassified Shares. The Board of Directors may
reclassify any unissued shares of stock from time to time in one or more
classes or series of stock. Prior to issuance of reclassified shares of
any class or series, the Board of Directors by resolution shall: (a)
designate that class or series to distinguish it from all other classes and
series of stock of the Corporation; (b) specify the number of shares to be
included in the class or series; (c) set or change, subject to the express
terms of any class or series of stock of the Corporation outstanding at the
time, the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends or other distributions,
qualifications and terms and conditions of redemption for each class or
series; and (d) cause the Corporation to file articles supplementary with
the State Department of Assessments and Taxation of Maryland ("SDAT"). Any
of the terms of any class or series of stock set or changed pursuant to
clause (c) of this Section 6.2 may be made dependent upon facts or events
ascertainable outside the charter (including determinations by the Board of
Directors or other facts or events within the control of the Corporation)
and may vary among holders thereof, provided that the manner in which such
facts, events or variations shall operate upon the terms of such class or
series of stock is clearly and expressly set forth in the articles
supplementary filed with the SDAT.

Section 6.3 Charter and Bylaws. All persons who shall acquire
stock in the Corporation shall acquire the same subject to the provisions
of the charter and the Bylaws.

ARTICLE VII
INDEMNIFICATION AND ADVANCE OF EXPENSES

The Corporation shall have the power, to the maximum extent
permitted by Maryland law in effect from time to time, to obligate itself
to indemnify, and to pay or reimburse reasonable expenses in advance of
final disposition of a proceeding to, (a) any individual who is a present
or former director or officer of the Corporation or (b) any individual who,
while a director of the Corporation and at the request of the Corporation,
serves or has served as a director, officer, partner, trustee, manager or
member of another corporation, partnership, joint venture, trust, employee
benefit plan, limited liability company or any other enterprise from and
against any claim or liability to which such person may become subject or
which such person may incur by reason of his status as a present or former
director or officer of the Corporation. The Corporation shall have the
power, with the approval of the Board of Directors, to provide such
indemnification and advancement of expenses to a person who served a
predecessor of the Corporation in any of the capacities described in (a) or
(b) above and to any employee or agent of the Corporation or a predecessor
of the Corporation.

ARTICLE VIII
AMENDMENTS

The Corporation reserves the right from time to time to make any

amendment to its charter, now or hereafter authorized by law, including any
amendment altering the terms or contract rights, as expressly set forth in
this charter, of any shares of outstanding stock. All rights and powers
conferred by the charter on stockholders, directors and officers are
granted subject to this reservation. Except as set forth in the following
sentence, any amendment to the charter shall be valid only if approved by
the affirmative vote of a majority of all the votes entitled to be cast on
the matter. Any amendment to Section 5.1, Section 5.5 or this sentence of
the charter or any amendment to the charter providing that the stockholders
of the Corporation may approve an action by a lesser percentage of votes
than that required by law shall be valid only if approved by the
affirmative vote of two thirds of all the votes entitled to be cast on the
matter.

ARTICLE IX
LIMITATION OF LIABILITY

To the maximum extent that Maryland law in effect from time to
time permits limitation of the liability of directors and officers of a
corporation, no director or officer of the Corporation shall be liable to
the Corporation or its stockholders for money damages. Neither the
amendment nor repeal of this Article IX, nor the adoption or amendment of
any other provision of the charter or Bylaws inconsistent with this
Article IX, shall apply to or affect in any respect the applicability of
the preceding sentence with respect to any act or failure to act which
occurred prior to such amendment, repeal or adoption.

THIRD: The amendment to and restatement of the charter as
hereinabove set forth has been duly advised by the Board of Directors and
approved by the stockholders of the Corporation as required by law.

FOURTH: The current address of the principal office of the
Corporation is as set forth in Article IV of the foregoing amendment and
restatement of the charter.

FIFTH: The name and address of the Corporation's current
resident agent is as set forth in Article IV of the foregoing amendment and
restatement of the charter.

SIXTH: The number of directors of the Corporation and the names
of those currently in office are as set forth in Article V of the foregoing
amendment and restatement of the charter.

SEVENTH: The total number of shares of stock which the
Corporation had authority to issue immediately prior to this amendment and
restatement was 2,000 shares of Common Stock, $.01 par value per share, and
8,000 shares of Class A Common Stock, $.01 par value per share. The
aggregate par value of all shares of stock having par value was $100.00.

EIGHTH: The total number of shares of stock which the
Corporation has authority to issue pursuant to the foregoing amendment and
restatement of the charter is 200,000,000, consisting of 199,992,000 shares
of Common Stock, $.01 par value per share. The aggregate par value of all
authorized shares of stock having par value is $2,000,000.

NINTH: The undersigned President acknowledges these Articles of
Amendment and Restatement to be the corporate act of the Corporation and as
to all matters or facts required to be verified under oath, the undersigned

President acknowledges that to the best of his knowledge, information and
belief, these matters and facts are true in all material respects and that
this statement is made under the penalties for perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment and Restatement to be signed in its name and on its behalf by its
President and attested to by its Secretary on this _____ day of
____________, 1997.

ATTEST: WELLSFORD REAL PROPERTIES, INC.

__________________________ By:_________________________(SEAL)
Secretary President

WELLSFORD REAL PROPERTIES, INC.

BYLAWS

ARTICLE I

OFFICES

Section 1. PRINCIPAL OFFICE. The principal office of the
Corporation shall be located at such place or places as the Board of
Directors may designate.

Section 2. ADDITIONAL OFFICES. The Corporation may have
additional offices at such places as the Board of Directors may from time
to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. PLACE. All meetings of stockholders shall be held at
the principal office of the Corporation or at such other place within the
United States as shall be stated in the notice of the meeting.

Section 2. ANNUAL MEETING. An annual meeting of the stockholders
for the election of directors and the transaction of any business within
the powers of the Corporation shall be held on a date and at the time set
by the Board of Directors during the month of May in each year.

Section 3. SPECIAL MEETINGS. The chairman of the board,
president, chief executive officer or Board of Directors may call special
meetings of the stockholders. Special meetings of stockholders shall also
be called by the secretary of the Corporation upon the written request of
the holders of shares entitled to cast not less than a majority of all the
votes entitled to be cast at such meeting. Such request shall state the
purpose of such meeting and the matters proposed to be acted on at such
meeting. The secretary shall inform such stockholders of the reasonably
estimated cost of preparing and mailing notice of the meeting and, upon
payment to the Corporation by such stockholders of such costs, the
secretary shall give notice to each stockholder entitled to notice of the
meeting.

Section 4. NOTICE. Not less than ten nor more than 90 days before
each meeting of stockholders, the secretary shall give to each stockholder
entitled to vote at such meeting and to each stockholder not entitled to
vote who is entitled to notice of the meeting written or printed notice
stating the time and place of the meeting and, in the case of a special
meeting or as otherwise may be required by any statute, the purpose for
which the meeting is called, either by mail or by presenting it to such
stockholder personally or by leaving it at his residence or usual place of
business. If mailed, such notice shall be deemed to be given when
deposited in the United States mail addressed to the stockholder at his
post office address as it appears on the records of the Corporation, with
postage thereon prepaid.

Section 5. SCOPE OF NOTICE. Any business of the Corporation may
be transacted at an annual meeting of stockholders without being
specifically designated in the notice, except such business as is required
by any statute to be stated in such notice. No business shall be
transacted at a special meeting of stockholders except as specifically
designated in the notice.

Section 6. ORGANIZATION. At every meeting of stockholders, the
chairman of the board, if there be one, shall conduct the meeting or, in
the case of vacancy in office or absence of the chairman of the board, one
of the following officers present shall conduct the meeting in the order
stated: the vice chairman of the board, if there be one, the president,
the vice presidents in their order of rank and seniority, or a chairman
chosen by the stockholders entitled to cast a majority of the votes which
all stockholders present in person or by proxy are entitled to cast, shall
act as chairman, and the secretary, or, in his absence, an assistant
secretary, or in the absence of both the secretary and assistant
secretaries, a person appointed by the chairman shall act as secretary.

Section 7. QUORUM. At any meeting of stockholders, the presence
in person or by proxy of stockholders entitled to cast a majority of all
the votes entitled to be cast at such meeting shall constitute a quorum;
but this section shall not affect any requirement under any statute or the
charter of the Corporation for the vote necessary for the adoption of any
measure. If, however, such quorum shall not be present at any meeting of
the stockholders, the stockholders entitled to vote at such meeting,
present in person or by proxy, shall have the power to adjourn the meeting
from time to time to a date not more than 120 days after the original
record date without notice other than announcement at the meeting. At such
adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally
notified.

Section 8. VOTING. A plurality of all the votes cast at a meeting
of stockholders duly called and at which a quorum is present shall be
sufficient to elect a director. Each share may be voted for as many
individuals as there are directors to be elected and for whose election the
share is entitled to be voted. A majority of the votes cast at a meeting
of stockholders duly called and at which a quorum is present shall be
sufficient to approve any other matter which may properly come before the
meeting, unless more than a majority of the votes cast is required by
statute or by the charter of the Corporation. Unless otherwise provided in
the charter, each outstanding share, regardless of class, shall be entitled
to one vote on each matter submitted to a vote at a meeting of
stockholders.

Section 9. PROXIES. A stockholder may cast the votes entitled
to be cast by the shares of the stock owned of record by him either in
person or by proxy executed in writing by the stockholder or by his duly
authorized attorney in fact. Such proxy shall be filed with the secretary
of the Corporation before or at the time of the meeting. No proxy shall be
valid after eleven months from the date of its execution, unless otherwise
provided in the proxy.

Section 10. VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the
Corporation registered in the name of a corporation, partnership, trust or
other entity, if entitled to be voted, may be voted by the president or a

vice president, a general partner or trustee thereof, as the case may be,
or a proxy appointed by any of the foregoing individuals, unless some other
person who has been appointed to vote such stock pursuant to a bylaw or a
resolution of the governing body of such corporation or other entity or
agreement of the partners of a partnership presents a certified copy of
such bylaw, resolution or agreement, in which case such person may vote
such stock. Any director or other fiduciary may vote stock registered in
his name as such fiduciary, either in person or by proxy.

Shares of stock of the Corporation directly or indirectly owned by it
shall not be voted at any meeting and shall not be counted in determining
the total number of outstanding shares entitled to be voted at any given
time, unless they are held by it in a fiduciary capacity, in which case
they may be voted and shall
be counted in determining the total number of outstanding shares at any
given time.

The Board of Directors may adopt by resolution a procedure by which a
stockholder may certify in writing to the Corporation that any shares of
stock registered in the name of the stockholder are held for the account of
a specified person other than the stockholder. The resolution shall set
forth the class of stockholders who may make the certification, the purpose
for which the certification may be made, the form of certification and the
information to be contained in it; if the certification is with respect to
a record date or closing of the stock transfer books, the time after the
record date or closing of the stock transfer books within which the
certification must be received by the Corporation; and any other provisions
with respect to the procedure which the Board of Directors considers
necessary or desirable. On receipt of such certification, the person
specified in the certification shall be regarded as, for the purposes set
forth in the certification, the stockholder of record of the specified
stock in place of the stockholder who makes the certification.

Notwithstanding any other provision of the charter of the Corporation
or these Bylaws, Title 3, Subtitle 7 of the Corporations and Associations
Article of the Annotated Code of Maryland (or any successor statute) shall
not apply to any acquisition by any person of shares of stock of the
Corporation. This section may be repealed, in whole or in part, at any
time, whether before or after an acquisition of control shares and, upon
such repeal, may, to the extent provided by any successor bylaw, apply to
any prior or subsequent control share acquisition.

Section 11. INSPECTORS. At any meeting of stockholders, the
chairman of the meeting may appoint one or more persons as inspectors for
such meeting. Such inspectors shall ascertain and report the number of
shares represented at the meeting based upon their determination of the
validity and effect of proxies, count all votes, report the results and
perform such other acts as are proper to conduct the election and voting
with impartiality and fairness to all the stockholders.

Each report of an inspector shall be in writing and signed by him or
by a majority of them if there is more than one inspector acting at such
meeting. If there is more than one inspector, the report of a majority
shall be the report of the inspectors. The report of the inspector or
inspectors on the number of shares represented at the meeting and the
results of the voting shall be prima facie evidence thereof.

Section 12. NOMINATIONS AND PROPOSALS BY STOCKHOLDERS.

(a) Annual Meetings of Stockholders. (1) Nominations of persons
for election to the Board of Directors and the proposal of business to be
considered by the stockholders may be made at an annual meeting of
stockholders (i) pursuant to the Corporation's notice of meeting, (ii) by
or at the direction of the Board of Directors or (iii) by any stockholder
of the Corporation who was a stockholder of record both at the time of
giving of notice provided for in this Section 12(a) and at the time of the
annual meeting, who is entitled to vote at the meeting and who complied
with the notice procedures set forth in this Section 12(a).

(2) For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to clause (iii)
of paragraph (a)(1) of this Section 12, the stockholder must have given
timely notice thereof in writing to the secretary of the Corporation and
such other business must otherwise be a proper matter for action by
stockholders. To be timely, a stockholder's notice shall be delivered to
the secretary at the principal executive offices of the Corporation not
later than the close of business on the 60th day nor earlier than the close
of business on the 90th day prior to the first anniversary of the preceding
year's annual meeting; provided, however, that in the event that the date
of the annual meeting is advanced by more than 30 days or delayed by more
than 60 days from such anniversary date or if the Corporation has not
previously held an annual meeting, notice by the stockholder to be timely
must be so delivered not earlier than the close of business on the 90th day
prior to such annual meeting and not later than the close of business on
the later of the 60th day prior to such annual meeting or the tenth day
following the day on which public announcement of the date of such meeting
is first made by the Corporation. In no event shall the public
announcement of a postponement or adjournment of an annual meeting to a
later date or time commence a new time period for the giving of a
stockholder's notice as described above. Such stockholder's notice shall
set forth (i) as to each person whom the stockholder proposes to nominate
for election or reelection as a director all information relating to such
person that is required to be disclosed in solicitations of proxies for
election of directors in an election contest, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (the "Exchange Act") (including such person's written
consent to being named in the proxy statement as a nominee and to serving
as a director if elected); (ii) as to any other business that the
stockholder proposes to bring before the meeting, a brief description of
the business desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material interest in such
business of such stockholder and of the beneficial owner, if any, on whose
behalf the proposal is made; and (iii) as to the stockholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination or
proposal is made, (x) the name and address of such stockholder, as they
appear on the Corporation's books, and of such beneficial owner and (y) the
number of shares of each class of stock of the Corporation which are owned
beneficially and of record by such stockholder and such beneficial owner.

(3) Notwithstanding anything in the second sentence of
paragraph (a)(2) of this Section 12 to the contrary, in the event that the
number of directors to be elected to the Board of Directors is increased
and there is no public announcement by the Corporation naming all of the
nominees for director or specifying the size of the increased Board of
Directors at least 70 days prior to the first anniversary of the preceding
year's annual meeting, a stockholder's notice required by this

Section 12(a) shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
delivered to the secretary at the principal executive offices of the
Corporation not later than the close of business on the tenth day following
the day on which such public announcement is first made by the Corporation.

(b) Special Meetings of Stockholders. Only such business shall
be conducted at a special meeting of stockholders as shall have been
brought before the meeting pursuant to the Corporation's notice of meeting.
Nominations of persons for election to the Board of Directors may be made
at a special meeting of stockholders at which directors are to be elected
(i) pursuant to the Corporation's notice of meeting, (ii) by or at the
direction of the Board of Directors or (iii) provided that the Board of
Directors has determined that directors shall be elected at such special
meeting, by any stockholder of the Corporation who is a stockholder of
record both at the time of giving of notice provided for in this
Section 12(b) and at the time of the special meeting, who is entitled to
vote at the meeting and who complied with the notice procedures set forth
in this Section 12(b). In the event the Corporation calls a special
meeting of stockholders for the purpose of electing one or more directors
to the Board of Directors, any such stockholder may nominate a person or
persons (as the case may be) for election to such position as specified in
the Corporation's notice of meeting, if the stockholder's notice containing
the information required by paragraph (a)(2) of this Section 12 shall be
delivered to the secretary at the principal executive offices of the
Corporation not earlier than the close of business on the 90th day prior to
such special meeting and not later than the close of business on the later
of the 60th day prior to such special meeting or the tenth day following
the day on which public announcement is first made of the date of the
special meeting and of the nominees proposed by the Board of Directors to
be elected at such meeting. In no event shall the public announcement of a
postponement or adjournment of a special meeting to a later date or time
commence a new time period for the giving of a stockholder's notice as
described above.

(c) General. (1) Only such persons who are nominated in
accordance with the procedures set forth in this Section 12 shall be
eligible to serve as directors and only such business shall be conducted at
a meeting of stockholders as shall have been brought before the meeting in
accordance with the procedures set forth in this Section 12. The chairman
of the meeting shall have the power and duty to determine whether a
nomination or any business proposed to be brought before the meeting was
made or proposed, as the case may be, in accordance with the procedures set
forth in this Section 12 and, if any proposed nomination or business is not
in compliance with this Section 12, to declare that such nomination or
proposal shall be disregarded.

(2) For purposes of this Section 12, "public announcement"
shall mean disclosure in a press release reported by the Dow ▇▇▇▇▇ News
Service, Associated Press or comparable news service or in a document
publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(3) Notwithstanding the foregoing provisions of this
Section 12, a stockholder shall also comply with all applicable
requirements of state law and of the Exchange Act and the rules and
regulations thereunder with respect to the matters set forth in this
Section 12. Nothing in this Section 12 shall be deemed to affect any

rights of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange
Act.

Section 13. VOTING BY BALLOT. Voting on any question or in
any election may be viva voce unless the presiding officer shall order or
any stockholder shall demand that voting be by ballot.

ARTICLE III

DIRECTORS

Section 1. GENERAL POWERS. The business and affairs of the
Corporation shall be managed under the direction of its Board of Directors.

Section 2. NUMBER, TENURE AND QUALIFICATIONS. At any regular
meeting or at any special meeting called for that purpose, a majority of
the entire Board of Directors may establish, increase or decrease the
number of directors, provided that the number thereof shall never be less
than the minimum number required by the Maryland General Corporation Law,
nor more than 15, and further provided that the tenure of office of a
director shall not be affected by any decrease in the number of directors.

Section 3. ANNUAL AND REGULAR MEETINGS. An annual meeting of
the Board of Directors shall be held immediately after and at the same
place as the annual meeting of stockholders, no notice other than this
Bylaw being necessary. The Board of Directors may provide, by resolution,
the time and place, either within or without the State of Maryland, for the
holding of regular meetings of the Board of Directors without other notice
than such resolution.

Section 4. SPECIAL MEETINGS. Special meetings of the Board
of Directors may be called by or at the request of the chairman of the
board, president or by a majority of the directors then in office. The
person or persons authorized to call special meetings of the Board of
Directors may fix any place, either within or without the State of
Maryland, as the place for holding any special meeting of the Board of
Directors called by them.

Section 5. NOTICE. Notice of any special meeting of the
Board of Directors shall be delivered personally or by telephone, facsimile
transmission, United States mail or courier to each director at his
business or residence address. Notice by personal delivery, by telephone
or a facsimile transmission shall be given at least two days prior to the
meeting. Notice by mail shall be given at least five days prior to the
meeting and shall be deemed to be given when deposited in the United States
mail properly addressed, with postage thereon prepaid. Telephone notice
shall be deemed to be given when the director is personally given such
notice in a telephone call to which he is a party. Facsimile transmission
notice shall be deemed to be given upon completion of the transmission of
the message to the number given to the Corporation by the director and
receipt of a completed answer-back indicating receipt. Neither the business
to be transacted at, nor the purpose of, any annual, regular or special
meeting of the Board of Directors need be stated in the notice, unless
specifically required by statute or these Bylaws.

Section 6. QUORUM. A majority of the directors shall
constitute a quorum for transaction of business at any meeting of the Board
of Directors, provided that, if less than a majority of such directors are
present at said meeting, a majority of the directors present may adjourn
the meeting from time to time without further notice, and provided further
that if, pursuant to the charter of the Corporation or these Bylaws, the
vote of a majority of a particular group of directors is required for
action, a quorum must also include a majority of such group.

The directors present at a meeting which has been duly called and
convened may continue to transact business until adjournment,
notwithstanding the withdrawal of enough directors to leave less than a
quorum.

Section 7. VOTING. The action of the majority of the
directors present at a meeting at which a quorum is present shall be the
action of the Board of Directors, unless the concurrence of a greater
proportion is required for such action by applicable statute.

Section 8. TELEPHONE MEETINGS. Directors may participate in
a meeting by means of a conference telephone or similar communications
equipment if all persons participating in the meeting can hear each other
at the same time. Participation in a meeting by these means shall
constitute presence in person at the meeting.

Section 9. INFORMAL ACTION BY DIRECTORS. Any action required
or permitted to be taken at any meeting of the Board of Directors may be
taken without a meeting, if a consent in writing to such action is signed
by each director and such written consent is filed with the minutes of
proceedings of the Board of Directors.

Section 10. VACANCIES. If for any reason any or all the
directors cease to be directors, such event shall not terminate the
Corporation or affect these Bylaws or the powers of the remaining directors
hereunder (even if fewer than three directors remain). Any vacancy on the
Board of Directors for any cause other than an increase in the number of
directors shall be filled by a majority of the remaining directors,
although such majority is less than a quorum. Any vacancy in the number of
directors created by an increase in the number of directors may be filled
by a majority vote of the entire Board of Directors. Any individual so
elected as director shall hold office until the next annual meeting of
stockholders and until his successor is elected and qualifies.

Section 11. COMPENSATION. Directors shall not receive any
stated salary for their services as directors but, by resolution of the
Board of Directors, may receive compensation per year and/or per meeting
and/or per visit to real property or other facilities owned or leased by
the Corporation and for any service or activity they performed or engaged
in as directors. Directors may be reimbursed for expenses of attendance,
if any, at each annual, regular or special meeting of the Board of
Directors or of any committee thereof and for their expenses, if any, in
connection with each property visit and any other service or activity they
performed or engaged in as directors; but nothing herein contained shall be
construed to preclude any directors from serving the Corporation in any
other capacity and receiving compensation therefor.

Section 12. LOSS OF DEPOSITS. No director shall be liable for
any loss which may occur by reason of the failure of the bank, trust

company, savings and loan association, or other institution with whom
moneys or stock have been deposited.

Section 13. SURETY BONDS. Unless required by law, no director
shall be obligated to give any bond or surety or other security for the
performance of any of his duties.

Section 14. RELIANCE. Each director, officer, employee and
agent of the Corporation shall, in the performance of his duties with
respect to the Corporation, be fully justified and protected with regard to
any act or failure to act in reliance in good faith upon the books of
account or other records of the Corporation, upon an opinion of counsel or
upon reports made to the Corporation by any of its officers or employees or
by the adviser, accountants, appraisers or other experts or consultants
selected by the Board of Directors or officers of the Corporation,
regardless of whether such counsel or expert may also be a director.

Section 15. CERTAIN RIGHTS OF DIRECTORS, OFFICERS, EMPLOYEES
AND AGENTS. The directors shall have no responsibility to devote their
full time to the affairs of the Corporation. Any director or officer,
employee or agent of the Corporation, in his personal capacity or in a
capacity as an affiliate, employee, or agent of any other person, or
otherwise, may have business interests and engage in business activities
similar to or in addition to or in competition with those of or relating to
the Corporation.

ARTICLE IV

COMMITTEES

Section 1. NUMBER, TENURE AND QUALIFICATIONS. The Board of
Directors may appoint from among its members an Executive Committee, an
Audit Committee, a Compensation Committee and other committees, composed of
one or more directors, to serve at the pleasure of the Board of Directors.

Section 2. POWERS. The Board of Directors may delegate to
committees appointed under Section 1 of this Article any of the powers of
the Board of Directors, except as prohibited by law.

Section 3. MEETINGS. Notice of committee meetings shall be
given in the same manner as notice for special meetings of the Board of
Directors. A majority of the members of the committee shall constitute a
quorum for the transaction of business at any meeting of the committee.
The act of a majority of the committee members present at a meeting shall
be the act of such committee. The Board of Directors may designate a
chairman of any committee, and such chairman or a majority of the members
of any committee may fix the time and place of its meeting unless the Board
shall otherwise provide. In the absence of any member of any such
committee, the members thereof present at any meeting, whether or not they
constitute a quorum, may appoint another director to act in the place of
such absent member. Each committee shall keep minutes of its proceedings.

Section 4. TELEPHONE MEETINGS. Members of a committee of the
Board of Directors may participate in a meeting by means of a conference
telephone or similar communications equipment if all persons participating
in the meeting can hear each other at the same time. Participation in a
meeting by these means shall constitute presence in person at the meeting.

Section 5. INFORMAL ACTION BY COMMITTEES. Any action
required or permitted to be taken at any meeting of a committee of the
Board of Directors may be taken without a meeting, if a consent in writing
to such action is signed by each member of the committee and such written
consent is filed with the minutes of proceedings of such committee.

Section 6. VACANCIES. Subject to the provisions hereof, the
Board of Directors shall have the power at any time to change the
membership of any committee, to fill all vacancies, to designate alternate
members to replace any absent or disqualified member or to dissolve any
such committee.

ARTICLE V

OFFICERS

Section 1. GENERAL PROVISIONS. The officers of the
Corporation shall include a chief executive officer, a president, a
secretary and a treasurer and may include a chairman of the board, a vice
chairman of the board, one or more vice presidents, a chief operating
officer, a chief financial officer, one or more assistant secretaries and
one or more assistant treasurers. In addition, the Board of Directors may
from time to time appoint such other officers with such powers and duties
as they shall deem necessary or desirable. The officers of the Corporation
shall be elected annually by the Board of Directors at the first meeting of
the Board of Directors held after each annual meeting of stockholders,
except that the chief executive officer may appoint one or more vice
presidents, assistant secretaries and assistant treasurers. If the
election of officers shall not be held at such meeting, such election shall
be held as soon thereafter as may be convenient. Each officer shall hold
office until his successor is elected and qualifies or until his death,
resignation or removal in the manner hereinafter provided. Any two or more
offices except president and vice president may be held by the same person.
In its discretion, the Board of Directors may leave unfilled any office
except that of president, treasurer and secretary. Election of an officer
or agent shall not of itself create contract rights between the Corporation
and such officer or agent.

Section 2. REMOVAL AND RESIGNATION. Any officer or agent of
the Corporation may be removed by the Board of Directors if in its judgment
the best interests of the Corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the
person so removed. Any officer of the Corporation may resign at any time
by giving written notice of his resignation to the Board of Directors, the
chairman of the board, the president or the secretary. Any resignation
shall take effect at any time subsequent to the time specified therein or,
if the time when it shall become effective is not specified therein,
immediately upon its receipt. The acceptance of a resignation shall not be
necessary to make it effective unless otherwise stated in the resignation.
Such resignation shall be without prejudice to the contract rights, if any,
of the Corporation.

Section 3. VACANCIES. A vacancy in any office may be filled
by the Board of Directors for the balance of the term.

Section 4. CHIEF EXECUTIVE OFFICER. The Board of Directors
may designate a chief executive officer. The chief executive officer shall

have general responsibility for implementation of the policies of the
Corporation, as determined by the Board of Directors, and for the
management of the business and affairs of the Corporation.

Section 5. CHIEF OPERATING OFFICER. The Board of Directors
may designate a chief operating officer. The chief operating officer shall
have the responsibilities and duties as set forth by the Board of Directors
or the chief executive officer.

Section 6. CHIEF FINANCIAL OFFICER. The Board of Directors
may designate a chief financial officer. The chief financial officer shall
have the responsibilities and duties as set forth by the Board of Directors
or the chief executive officer.

Section 7. CHAIRMAN OF THE BOARD. The Board of Directors
shall designate a chairman of the board. The chairman of the board shall
preside over the meetings of the Board of Directors and of the stockholders
at which he shall be present and shall in general oversee all of the
business and affairs of the Corporation. The Chairman of the Board may
execute any deed, mortgage, bond, contract or other instrument, except in
cases where the execution thereof shall be expressly delegated by the
directors or these Bylaws to some other officer of the Corporation or shall
be required by law to be otherwise executed. The chairman of the board
shall perform such other duties as may be assigned to him or them by the
Board of Directors.

Section 8. PRESIDENT. The president or chief executive
officer, as the case may be, shall in general supervise and control all of
the business and affairs of the Corporation. In the absence of a
designation of a chief operating officer by the Board of Directors, the
president shall be the chief operating officer. He may execute any deed,
mortgage, bond, contract or other instrument, except in cases where the
execution thereof shall be expressly delegated by the Board of Directors or
by these Bylaws to some other officer or agent of the Corporation or shall
be required by law to be otherwise executed; and in general shall perform
all duties incident to the office of president and such other duties as may
be prescribed by the Board of Directors from time to time.

Section 9. VICE PRESIDENTS. In the absence of the president
or in the event of a vacancy in such office, the vice president (or in the
event there be more than one vice president, the vice presidents in the
order designated at the time of their election or, in the absence of any
designation, then in the order of their election) shall perform the duties
of the president and when so acting shall have all the powers of and be
subject to all the restrictions upon the president; and shall perform such
other duties as from time to time may be assigned to him by the chairman of
the board, the president or the Board of Directors. The Board of Directors
may designate one or more vice presidents as executive vice president or as
vice president for particular areas of responsibility.

Section 10. SECRETARY. The secretary shall (a) keep the
minutes of the proceedings of the stockholders, the Board of Directors and
committees of the Board of Directors in one or more books provided for that
purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) be custodian of the
corporate records and of the seal of the Corporation; (d) keep a register
of the post office address of each stockholder which shall be furnished to
the secretary by such stockholder; (e) have general charge of the share

transfer books of the Corporation; and (f) in general perform such other
duties as from time to time may be assigned to him by the chief executive
officer, the president or by the Board of Directors.

Section 11. TREASURER. The treasurer shall have the custody
of the funds and securities of the Corporation and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable effects in the
name and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors. In the absence of a designation of a
chief financial officer by the Board of Directors, the treasurer shall be
the chief financial officer of the Corporation.

The treasurer shall disburse the funds of the Corporation as may
be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the president and Board of Directors, at
the regular meetings of the Board of Directors or whenever it may so
require, an account of all his transactions as treasurer and of the
financial condition of the Corporation.

If required by the Board of Directors, the treasurer shall give
the Corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, moneys and other property of
whatever kind in his possession or under his control belonging to the
Corporation.

Section 12. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.
The assistant secretaries and assistant treasurers, in general, shall
perform such duties as shall be assigned to them by the secretary or
treasurer, respectively, or by the chairman of the board, the president or
the Board of Directors. The assistant treasurers shall, if required by the
Board of Directors, give bonds for the faithful performance of their duties
in such sums and with such surety or sureties as shall be satisfactory to
the Board of Directors.

Section 13. SALARIES. The salaries and other compensation of
the officers shall be fixed from time to time by the Board of Directors and
no officer shall be prevented from receiving such salary or other
compensation by reason of the fact that he is also a director.

ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. CONTRACTS. The Board of Directors may authorize
any officer or agent to enter into any contract or to execute and deliver
any instrument in the name of and on behalf of the Corporation and such
authority may be general or confined to specific instances. Any agreement,
deed, mortgage, lease or other document executed by one or more of the
directors or by an authorized person shall be valid and binding upon the
Board of Directors and upon the Corporation when authorized or ratified by
action of the Board of Directors.

Section 2. CHECKS AND DRAFTS. All checks, drafts or other
orders for the payment of money, notes or other evidences of indebtedness

issued in the name of the Corporation shall be signed by such officer or
agent of the Corporation in such manner as shall from time to time be
determined by the Board of Directors.

Section 3. DEPOSITS. All funds of the Corporation not
otherwise employed shall be deposited from time to time to the credit of
the Corporation in such banks, trust companies or other depositories as the
Board of Directors may designate.

ARTICLE VII

STOCK

Section 1. CERTIFICATES. Each stockholder shall be entitled
to a certificate or certificates which shall represent and certify the
number of shares of each class of stock held by him in the Corporation.
Each certificate shall be signed by the chief executive officer, the
president or a vice president and countersigned by the secretary or an
assistant secretary or the treasurer or an assistant treasurer and may be
sealed with the seal, if any, of the Corporation. The signatures may be
either manual or facsimile. Certificates shall be consecutively numbered;
and if the Corporation shall, from time to time, issue several classes of
stock, each class may have its own number series. A certificate is valid
and may be issued whether or not an officer who signed it is still an
officer when it is issued. Each certificate representing shares which are
restricted as to their transferability or voting powers, which are
preferred or limited as to their dividends or as to their allocable portion
of the assets upon liquidation or which are redeemable at the option of the
Corporation, shall have a statement of such restriction, limitation,
preference or redemption provision, or a summary thereof, plainly stated on
the certificate. If the Corporation has authority to issue stock of more
than one class, the certificate shall contain on the face or back a full
statement or summary of the designations and any preferences, conversion
and other rights, voting powers, restrictions, limitations as to dividends
and other distributions, qualifications and terms and conditions of
redemption of each class of stock and, if the Corporation is authorized to
issue any preferred or special class in series, the differences in the
relative rights and preferences between the shares of each series to the
extent they have been set and the authority of the Board of Directors to
set the relative rights and preferences of subsequent series. In lieu of
such statement or summary, the certificate may state that the Corporation
will furnish a full statement of such information to any stockholder upon
request and without charge. If any class of stock is restricted by the
Corporation as to transferability, the certificate shall contain a full
statement of the restriction or state that the Corporation will furnish
information about the restrictions to the stockholder on request and
without charge.

Section 2. TRANSFERS. Upon surrender to the Corporation or
the transfer agent of the Corporation of a stock certificate duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, the Corporation shall issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction
upon its books.

The Corporation shall be entitled to treat the holder of record
of any share of stock as the holder in fact thereof and, accordingly, shall
not be bound to recognize any equitable or other claim to or interest in

such share or on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws
of the State of Maryland.

Notwithstanding the foregoing, transfers of shares of any class
of stock will be subject in all respects to the charter of the Corporation
and all of the terms and conditions contained therein.

Section 3. REPLACEMENT CERTIFICATE. Any officer designated
by the Board of Directors may direct a new certificate to be issued in
place of any certificate previously issued by the Corporation alleged to
have been lost, stolen or destroyed upon the making of an affidavit of that
fact by the person claiming the certificate to be lost, stolen or
destroyed. When authorizing the issuance of a new certificate, an officer
designated by the Board of Directors may, in his discretion and as a
condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or the owner's legal representative
to advertise the same in such manner as he shall require and/or to give
bond, with sufficient surety, to the Corporation to indemnify it against
any loss or claim which may arise as a result of the issuance of a new
certificate.

Section 4. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD
DATE. The Board of Directors may set, in advance, a record date for the
purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders or determining stockholders entitled to receive
payment of any dividend or the allotment of any other rights, or in order
to make a determination of stockholders for any other proper purpose. Such
date, in any case, shall not be prior to the close of business on the day
the record date is fixed and shall be not more than 90 days and, in the
case of a meeting of stockholders, not less than ten days, before the date
on which the meeting or particular action requiring such determination of
stockholders of record is to be held or taken.

In lieu of fixing a record date, the Board of Directors may
provide that the stock transfer books shall be closed for a stated period
but not longer than 20 days. If the stock transfer books are closed for
the purpose of determining stockholders entitled to notice of or to vote at
a meeting of stockholders, such books shall be closed for at least ten days
before the date of such meeting.

If no record date is fixed and the stock transfer books are not
closed for the determination of stockholders, (a) the record date for the
determination of stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of business on the day on which the
notice of meeting is mailed or the 30th day before the meeting, whichever
is the closer date to the meeting; and (b) the record date for the
determination of stockholders entitled to receive payment of a dividend or
an allotment of any other rights shall be the close of business on the day
on which the resolution of the directors, declaring the dividend or
allotment of rights, is adopted.

When a determination of stockholders entitled to vote at any
meeting of stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof, except when (i) the
determination has been made through the closing of the transfer books and
the stated period of closing has expired or (ii) the meeting is adjourned

to a date more than 120 days after the record date fixed for the original
meeting, in either of which case a new record date shall be determined as
set forth herein.

Section 5. STOCK LEDGER. The Corporation shall maintain at
its principal office or at the office of its counsel, accountants or
transfer agent, an original or duplicate share ledger containing the name
and address of each stockholder and the number of shares of each class held
by such stockholder.

Section 6. FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of
Directors may issue fractional stock or provide for the issuance of scrip,
all on such terms and under such conditions as they may determine.
Notwithstanding any other provision of the charter or these Bylaws, the
Board of Directors may issue units consisting of different securities of
the Corporation. Any security issued in a unit shall have the same
characteristics as any identical securities issued by the Corporation,
except that the Board of Directors may provide that for a specified period
securities of the Corporation issued in such unit may be transferred on the
books of the Corporation only in such unit.

ARTICLE VIII

ACCOUNTING YEAR

The Board of Directors shall have the power, from time to time,
to fix the fiscal year of the Corporation by a duly adopted resolution.

ARTICLE IX

DISTRIBUTIONS

Section 1. AUTHORIZATION. Dividends and other distributions
upon the stock of the Corporation may be authorized and declared by the
Board of Directors, subject to the provisions of law and the charter of
the Corporation. Dividends and other distributions may be paid in cash,
property or stock of the Corporation, subject to the provisions of law and
the charter.

Section 2. CONTINGENCIES. Before payment of any dividends or
other distributions, there may be set aside out of any assets of the
Corporation available for dividends or other distributions such sum or sums
as the Board of Directors may from time to time, in its absolute
discretion, think proper as a reserve fund for contingencies, for
equalizing dividends or other distributions, for repairing or maintaining
any property of the Corporation or for such other purpose as the Board of
Directors shall determine to be in the best interest of the Corporation,
and the Board of Directors may modify or abolish any such reserve in the
manner in which it was created.

ARTICLE X

INVESTMENT POLICY

Subject to the provisions of the charter of the Corporation, the
Board of Directors may from time to time adopt, amend, revise or terminate
any policy or policies with respect to investments by the Corporation as it
shall deem appropriate in its sole discretion.

ARTICLE XI

SEAL

Section 1. SEAL. The Board of Directors may authorize the
adoption of a seal by the Corporation. The seal shall contain the name of
the Corporation and the year of its incorporation and the words
"Incorporated Maryland." The Board of Directors may authorize one or more
duplicate seals and provide for the custody thereof.

Section 2. AFFIXING SEAL. Whenever the Corporation is permitted
or required to affix its seal to a document, it shall be sufficient to meet
the requirements of any law, rule or regulation relating to a seal to place
the word "(SEAL)" adjacent to the signature of the person authorized to
execute the document on behalf
of the Corporation.

ARTICLE XII

INDEMNIFICATION AND ADVANCE OF EXPENSES

To the maximum extent permitted by Maryland law in effect from time to
time, the Corporation shall indemnify and, without requiring a preliminary
determination of the ultimate entitlement to indemnification, shall pay or
reimburse reasonable expenses in advance of final disposition of a
proceeding to (a) any individual who is a present or former director or
officer of the Corporation and who is made a party to the proceeding by
reason of his service in that capacity or (b) any individual who, while a
director of the Corporation and at the request of the Corporation, serves
or has served another corporation, partnership, joint venture, trust,
employee benefit plan, limited liability company or any other enterprise as
a director, officer, partner, trustee, manager or member of such
corporation, partnership, joint venture, trust, employee benefit plan,
limited liability company or other enterprise and who is made a party to
the proceeding by reason of his service in that capacity. The Corporation
may, with the approval of its Board of Directors, provide such
indemnification and advance for expenses to a person who served a
predecessor of the Corporation in any of the capacities described in (a) or
(b) above and to any employee or agent of the Corporation or a predecessor
of the Corporation.

Neither the amendment nor repeal of this Article, nor the adoption or
amendment of any other provision of the Bylaws or charter of the
Corporation inconsistent with this Article, shall apply to or affect in any
respect the applicability of the preceding paragraph with respect to any
act or failure to act which occurred prior to such amendment, repeal or
adoption.

ARTICLE XIII

WAIVER OF NOTICE

Whenever any notice is required to be given pursuant to the charter of
the Corporation or these Bylaws or pursuant to applicable law, a waiver
thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed

equivalent to the giving of such notice. Neither the business to be
transacted at nor the purpose of any meeting need be set forth in the
waiver of notice, unless specifically required by statute. The attendance
of any person at any meeting shall constitute a waiver of notice of such
meeting, except where such person attends a meeting for the express purpose
of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.

ARTICLE XIV

AMENDMENT OF BYLAWS

The Board of Directors shall have the exclusive power to adopt, alter
or repeal any provision of these Bylaws and to make new Bylaws.

EXHIBIT D

1. The Company is a corporation duly organized and existing and in
good standing under the laws of the State of Maryland and has the corporate
power to own its properties and to carry on its business as presently
conducted by it.

2. The Company has the requisite corporate power and authority to
execute, deliver and perform the obligations set forth in the Agreement and
the Registration Rights Agreement, each of which has been duly authorized
by all necessary corporate action, and the execution and performance of
which will not conflict with, or result in a breach of the Company's
Articles of Incorporation or Bylaws or, to the best of our knowledge and
belief without any duty of inquiry, any order, writ, injunction or decree
of any court or governmental authority, or any of the material terms,
conditions or provisions of any agreement or instrument to which the
Company is a party or by which the Company is bound.

3. The Agreement and the Registration Rights Agreement have been
duly executed and delivered by a duly authorized officer of the Company and
constitute the valid and binding obligations of the Company, enforceable in
accordance with their respective terms. [BANKRUPTCY EXCEPTION]

4. The Class A Common Stock issued to Purchaser on the date of this
opinion pursuant to the terms of the Agreement shall be duly and validly
issued, fully paid and nonassessable.

5. The Preferred Stock issuable pursuant to the terms of the
Agreement has been duly and validly reserved for issuance and, upon
issuance in accordance with the terms of the Agreement, shall be duly and
validly issued, fully paid and nonassessable.

6. The Common Stock issuable upon conversion of the Class A Common
Stock and Preferred Stock and upon exercise of the Warrants has been duly
and validly reserved for issuance and, upon issuance in accordance with the
terms of the Company's Articles of Incorporation and the Articles
Supplementary, shall be duly and validly issued, fully paid and
nonassessable.

EXHIBIT E

To be completed upon filing of the Company's Registration Statement

EXHIBIT F

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT is made as of the ____ day of
____________, 1997, by and among WELLSFORD REAL PROPERTIES, INC., a
Maryland corporation (the "Company"), and ERP OPERATING LIMITED
PARTNERSHIP, an Illinois limited partnership, and its successors, assigns
and transferees (herein referred to collectively as the "Holders" and
individually as a "Holder").

W I T N E S S E T H:

WHEREAS, on the date hereof, Holder and the Company have entered into
that certain Common Stock and Preferred Stock Purchase Agreement (the
"Stock Purchase Agreement");

WHEREAS, pursuant to the terms of the Stock Purchase Agreement, Holder
is obligated to purchase shares of Class A common stock, par value $.01 per
share, of the Company ("Class A Common Stock") and Series A 8% Convertible
Redeemable Preferred Stock of the Company (the "Preferred Stock");

WHEREAS, pursuant to the Articles Supplementary classifying the
Preferred Stock attached as Exhibit A to the Stock Purchase Agreement
("Articles Supplementary"), the Holder shall have the right to convert all
or any of the outstanding shares of Preferred Stock into shares of common
stock, par value $.01 per share, of the Company (the "Common Stock");

WHEREAS, pursuant to the Articles of Incorporation of the Company, the
Holder shall have the right to convert all or any of the outstanding shares
of Class A Common Stock into shares of Common Stock; and

WHEREAS, the Company has agreed to provide the Holders with certain
registration rights as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and
undertakings contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, and subject to and on the terms and conditions herein set
forth, the parties hereto agree as follows:

1. Definitions.

As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

"Company" shall have the meaning set forth in the preamble and shall
also include the Company's successors.

"Demand Notice" shall have the meaning set forth in Section 2 hereof.

"Effective Date" shall mean the date of this Agreement.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

"Holder" or "Holders" shall have the meaning set forth in the
preamble.

"Person" shall mean an individual, partnership, corporation, trust, or
unincorporated organization, or a government or agency or political
subdivision thereof.

"Prospectus" shall mean the prospectus included in a Registration
Statement, and any such prospectus as amended or supplemented by any
prospectus supplement with respect to the terms of the offering of any
portion of the Registrable Securities covered by a Registration Statement,
and by all other amendments and supplements to such prospectus, including
post-effective amendments, and in each case including all material
incorporated by reference therein.

"Public Sale" shall mean a public sale or distribution of Registrable
Securities, including a sale pursuant to Rule 144 (or any similar provision
then in effect) under the Securities Act.

"Registrable Securities" shall mean the Shares, excluding (i) Shares
for which a Registration Statement relating to the sale thereof by the
Holder shall have become effective under the Securities Act and which have
been disposed of by the Holder under such Registration Statement, and
(ii) Shares sold or otherwise distributed pursuant to Rule 144 under the
Securities Act.

"Registration Expenses" shall mean any and all expenses incident to
performance of or compliance with this Agreement, including, without
limitation: (i) all SEC or National Association of Securities Dealers,
Inc. ("NASD") registration and filing fees, (ii) all fees and expenses
incurred in connection with compliance with state securities or blue sky
laws (including reasonable fees and disbursements of counsel in connection
with blue sky qualification of any of the Registrable Securities and the
preparation of a Blue Sky Memorandum) and compliance with the rules of the
NASD, (iii) all expenses of any Persons engaged by the Company in preparing
or assisting in preparing, word processing, printing and distributing any
Registration Statement, any Prospectus, certificates and other documents
relating to the performance of and compliance with this Agreement, (iv) all
fees and expenses incurred in connection with the listing, if any, of any
of the Registrable Securities on any securities exchange or exchanges
pursuant to Section 4(a)(viii) hereof, (v) the fees and disbursements of
counsel for the Company and of the independent public accountants of the
Company, including the expenses of any special audits or "cold comfort"
letters, if any, required by or incident to such performance and
compliance, and (vi) the fees and disbursements of counsel representing a
selling Holder. Registration Expenses shall specifically exclude
underwriting discounts and commissions, and transfer taxes, if any,
relating to the sale or disposition of Registrable Securities by a selling
Holder, all of which shall be borne by such Holder in all cases.

"Registration Notice" shall have the meaning set forth in Section 3
hereof.

"Registration Statement" shall mean a registration statement of the
Company and any other entity required to be a registrant with respect to
such registration statement pursuant to the requirements of the Securities
Act which covers the Registrable Securities requested by Holders to be

covered by such registration statement, and all amendments and supplements
to such registration statement, including post-effective amendments, in
each case including the Prospectus contained therein, all exhibits thereto
and all materials incorporated by reference therein.

"Requesting Holder" shall mean each Holder who requests to participate
in an underwritten public offering of Company Common Stock.

"SEC" shall mean the Securities and Exchange Commission.

"Securities Act" shall mean the Securities Act of 1933, as amended
from time to time.

"Shares" shall mean Preferred Stock issuable or issued, Common Stock
issuable or issued upon conversion of all or any portion of the shares of
Preferred Stock or Class A Common Stock and Common Stock issuable or issued
upon the exercise of warrants issued pursuant to the Articles
Supplementary.

2. Registration Under the Securities Act.

(a) Filing of Registration Statement. After one (1) year from
the Effective Date hereof, as promptly as practicable after written notice
(a "Demand Notice") from the Holder requesting that the Company effect the
registration under the Securities Act of Registrable Securities having an
aggregate fair market value of $5,000,000 during the period three (3) years
from the Effective Date hereof ("Initial Period") or $7,500,000 at any time
after the Initial Period, the Company shall cause to be filed promptly a
Registration Statement or an amendment to a Registration Statement as
determined by the Company providing for the resale by the Holder of
Registrable Securities in accordance with the terms hereof and will use its
best efforts to cause any such Registration Statement to be declared
effective by the SEC as soon as reasonably practicable. Notwithstanding the
foregoing, Holder shall only have the right to deliver one Demand Notice
during any calendar year; provided, however, that during the period five
(5) years from the Effective Date hereof Holder shall not deliver more than
four (4) Demand Notices in the aggregate. Any such registration request by
Holder shall include all Shares which may be included in such Registration
Statement at such time. The Company agrees to use its best efforts to keep
any such Registration Statement continuously effective under the Securities
Act until such Shares covered thereby are no longer Registrable Securities
and further agrees to supplement or amend the Registration Statement, if
and as required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Registration Statement or by
the Securities Act or by any other rules and regulations thereunder for
such Registration Statement. The Company may elect to register all Shares
at any time.

(b) Expenses. The Company shall pay all Registration Expenses
in connection with any Registration Statement filed pursuant to this
Section 2.

(c) Inclusion in Registration Statement. The Company may
require each Holder of Registrable Securities to furnish to the Company in
writing such information regarding the proposed offer or sale by such
Holder of such Registrable Securities as the Company may from time to time
reasonably request in writing. Any Holder who does not provide the
information reasonably requested by the Company in connection with the

Registration Statement as promptly as practicable after receipt of such
request, but in no event later than ten (10) days thereafter, shall not be
entitled to have its Registrable Securities included in the Registration
Statement.

3. Incidental Registration.

If the Company proposes to register any shares of Common Stock for
Public Sale pursuant to an underwritten offering under the Securities Act
(whether proposed to be offered for sale by the Company or by any other
Person) it will give prompt written notice (a "Registration Notice") to the
Holders of its intention to do so. Upon the written request of any Holder
(a "Requesting Holder") delivered to the Company within fifteen (15)
Business Days after the receipt of a Registration Notice, which request
shall specify the number of Registrable Securities intended to be disposed
of by such Requesting Holder, the Company shall include the Shares
specified in the request of such Requesting Holder in the registration
statement; provided, however, the Registrable Securities requested by such
Requesting Holder to be included in the Registration Statement shall have
an aggregate fair market value of $5,000,000 during the Initial Period or
$7,500,000 thereafter. The Company will not be required to effect any
registration pursuant to this Section 3 if the Company shall have been
advised in writing (with a copy to each Requesting Holder) by a nationally
recognized independent investment banking firm selected by the Company to
act as lead underwriter in connection with the public offering of
securities that, in such firm's opinion, a registration at that time of
additional securities would materially and adversely affect the offering,
in which case in the discretion of the Company, either:

(i) the Registrable Securities of the Requesting Holders shall
nevertheless be included in such Registration Statement subject to the
condition that the Requesting Holders may not offer or sell their
Registrable Securities included therein for a period of at least 90
days after the initial effective date of such Registration Statement,
or

(ii) if the Company should reasonably determine that the
inclusion of such Registrable Securities, notwithstanding the
provisions of the preceding clause (i), would materially adversely
affect the offering contemplated in such Registration Statement, and
based on such determination recommends inclusion in such Registration
Statement of fewer or none of the Registrable Securities of the
Requesting Holders, then (x) the number of Registrable Securities of
the Requesting Holders included in such Registration Statement shall
be reduced, if the Company recommends the inclusion of fewer
Registrable Securities, or (y) none of the Registrable Securities of
the Requesting Holders shall be included in such Registration
Statement, if the Company recommends the inclusion of none of such
Registrable Securities; provided, however, that if Registrable
Securities are being offered for the account of other persons or
entities as well as the Company, such reduction shall not represent a
greater fraction of the number of securities intended to be offered by
the Requesting Holders than the fraction of similar reductions imposed
on such other persons or entities (other than the Company).

Notwithstanding the foregoing, Holder shall only have the right to deliver
one Registration Notice during any calendar year; provided, however, that
during the period five (5) years from the Effective Date hereof Holder

shall not deliver more than four (4) Registration Notices in the aggregate.

With respect to any proposed sale by the Holder of Registrable
Securities pursuant to this Section 3 the Company shall pay all
Registration Expenses.

No registration of Registrable Securities effected under this Section
3 shall relieve the Company of its obligation to effect registrations of
Registrable Securities pursuant to Section 2.

The rights of the Holder under this Section 3 are solely incidental in
nature, and nothing in this Section 3 shall prevent the Company from
reversing a decision to file a Registration Statement pursuant to this
Section 3 or from withdrawing any such Registration Statement before it has
become effective.

The incidental registration rights granted pursuant to this Section 3
shall not apply to (a) a registration relating to employee or director
stock option, purchase or other employee benefit plans, (b) a registration
related to a dividend reinvestment or share purchase plan or (c) a
registration on Form S-4 or Form S-8.

4. Registration Procedures.

(a) Obligations of the Company. In connection with any
Registration Statement pursuant to Sections 2 or 3 hereof, the Company
shall:

(i) cause the Registration Statement to be available for
the sale of the Registrable Securities by Holders in
one or more transactions, in negotiated transactions,
through the writing of options on the Registrable
Securities, or a combination of such methods of sale,
and to comply as to form in all material respects with
the requirements of the applicable form and include all
financial statements required by the SEC to be
filed therewith, and in the event the Company is listed
on the Nasdaq National Market System ("NMS"), in one or
more transactions on NMS or otherwise in special
offerings, exchange distributions or secondary
distribution pursuant to and in accordance with the
rules of the NMS, in the over-the-counter market;

(ii) (A) prepare and file with the SEC such amendments and
post-effective amendments to any Registration Statement
as may be necessary to keep each such Registration
Statement effective for the applicable period;
(B) cause the Prospectus included in each such
Registration Statement to be supplemented by any
required prospectus supplement, and as so supplemented
to be filed pursuant to Rule 424 or any similar rule
that may be adopted under the Securities Act;
(C) respond promptly to any comments received from the
SEC with respect to each Registration Statement, or any
amendment, post-effective amendment or supplement
relating thereto; and (D) comply with the provisions of
the Securities Act applicable to issuers registering

securities under the circumstances provided herein with
respect to the disposition of securities covered by
each Registration Statement, except as otherwise
provided in Section 3 hereof;

(iii) furnish to each Holder of Registrable Securities,
without charge, as many copies of each Prospectus,
and any amendment or supplement thereto and such
other documents as they may reasonably request, in
order to facilitate the public sale or other
disposition of the Registrable Securities; the
Company consents to the use of the Prospectus, by
each such Holder of Registrable Securities, in
connection with the offering and sale of the
Registrable Securities covered by the Prospectus;

(iv) notify promptly each Holder of Registrable Securities
and confirm such advice in writing (A) of the issuance
by the SEC or any state securities authority of any
stop order suspending the effectiveness of a
Registration Statement or the initiation of any
proceedings for that purpose, (B) if the Company
receives any notification with respect to the
suspension of the qualification of the Registrable
Securities for sale in any jurisdiction or the
initiation of any proceeding for such purpose, and
(C) of the happening of any event during the period a
Registration Statement is effective as a result of
which such Registration Statement or the related
Prospectus contains any untrue statement of a material
fact or omits to state any material fact required to be
stated therein or necessary to make the statements
therein, in light of the circumstances under which they
were made (in the case of the Prospectus), not
misleading;

(v) use its best effort to obtain the withdrawal of any
order suspending the effectiveness of a Registration
Statement at the earliest possible moment;

(vi) use its best efforts to register or qualify the
Registrable Securities by the time the applicable
Registration Statement is declared effective by the SEC
under all applicable state securities or "blue sky"
laws of such jurisdictions as any Holder of Registrable
Securities covered by a Registration Statement shall
reasonably request in writing, keep each such
registration or qualification effective during the
period such Registration Statement is required to be
kept effective and do any and all other acts and things
which may be reasonably necessary or advisable to
enable such Holder to consummate the disposition in
each such jurisdiction of such Registrable Securities
owned by such Holder; provided, however, that the
Company shall not be required to (A) qualify generally
to do business in any jurisdiction or to register as a
broker or dealer in such jurisdiction where it would
not otherwise be required to qualify but for this

Section 4(a)(vi), (B) subject itself to taxation in any
such jurisdiction, or (C) submit to the general service
of process in any such jurisdiction;

(vii) upon the occurrence of any event contemplated by
Section 4(a)(iv)(C) hereof, use its best efforts
promptly to prepare and file a supplement or
prepare, file and obtain effectiveness of a post-
effective amendment to a Registration Statement or
the related Prospectus or any document
incorporated therein by reference or file any
other required document so that, as thereafter
delivered to the purchasers of the Registrable
Securities, such Prospectus will not contain any
untrue statement of a material fact or omit to
state a material fact required to be stated
therein or necessary to make the statements
therein, in the light of the circumstances under
which they were made, not misleading;

(viii) use its best efforts to cause all Registrable
Securities to be listed on any securities exchange
on which similar securities issued by the Company
are then listed;

(ix) provide a CUSIP number for all Registrable Securities,
not later than the effective date of the Registration
Statement or amendment thereto relating to such
Registrable Securities;

(x) otherwise use its best efforts to comply with all
applicable rules and regulations of the SEC and make
available to its security holders, as soon as
reasonably practicable, an earning statement covering
at least twelve (12) months which shall satisfy the
provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder; and

(xi) use its best efforts to cause the Registrable
Securities covered by a Registration Statement to be
registered with or approved by such other governmental
agencies or authorities as may be necessary by virtue
of the business and operations of the Company to enable
Holders to consummate the disposition of such
Registrable Securities.

(b) Obligations of Holders. In connection with and as a
condition to the Company's obligations with respect to a Registration
Statement pursuant to Sections 2 and 3 hereof and this Section 4, each
Holder agrees that (i) it will not offer or sell its Registrable Securities
under the Registration Statement until it has received copies of the
supplemental or amended Prospectus contemplated by Section 4(a)(ii) hereof
and receives notice that any post-effective amendment has become effective;
and (ii) upon receipt of any notice from the Company of the happening of
any event of the kind described in Section 4(a)(iv)(C) hereof, such Holder
will forthwith discontinue disposition of Registrable Securities pursuant
to a Registration Statement until such Holder receives copies of the
supplemented or amended Prospectus contemplated by Section 4(a)(vii) hereof

and receives notice that any post-effective amendment has become effective,
and, if so directed by the Company, such Holder will deliver to the Company
(at the expense of the Company) all copies in its possession, other than
permanent file copies then in such Holder's possession, of the Prospectus
covering such Registrable Securities current at the time of receipt of such
notice.

Each Holder will furnish to the Company all information relating
to the Holder required by the Securities Act to be included in the
Registration Statement.

The Company may require, as a condition to fulfilling its
obligations to register the Registrable Securities under Sections 2 or 3
hereof, that the Holders execute reasonable and customary indemnification
agreements for the benefit of the underwriters of the registration;
provided, however, that the Holders may not be required to indemnify the
Company's underwriters except with respect to information relating to the
Holders furnished by the Holders for use in such Registration Statement.

(c) Lockup. In the event the Company proposes to effect the
distribution of its securities through an underwritten public offering,
each Holder who then beneficially owns in excess of 100,000 shares agrees
for a period of time, beginning seven (7) days prior to the pricing of such
offering and ending thirty (30) days after such pricing that such Holder
will forthwith cease any sale or other disposition of any of the
Registrable Securities during such period of time, if requested in writing
by the Company or representatives of the underwriters for any such
underwritten public offering; provided, however, that Holders shall not be
subject to more than one Lockup Period during any twelve (12) month period.

(d) Postponement. The Company shall be entitled to postpone for
a reasonable period of time (but not in excess of 60 days) the filing of
any Registration Statement otherwise required to be prepared and filed by
it pursuant to Section 2 hereof, if the Board of Directors of the Company
determines, in its reasonable judgment, that such registration and offering
would materially interfere with any proposed financing, acquisition,
corporate reorganization or other material transaction involving the
Company, and the Company gives the Holders written notice of such
determination within fourteen (14) days of its receipt of a Demand Notice.

5. Indemnification; Contribution.

(a) Indemnification by the Company. The Company agrees to
indemnify and hold harmless each Holder, each officer and director of such
Holder, and each Person, if any, who controls any Holder within the meaning
of Section 15 of the Securities Act as follows:

(i) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, arising out of any
untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement
(or any amendment thereto) pursuant to which
Registrable Securities were registered under the
Securities Act, including all documents incorporated
therein by reference, or the omission or alleged
omission therefrom of a material fact necessary in
order to make the statements therein, in the light of
the circumstances under which they were made,

not misleading;

(ii) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the
aggregate amount paid in settlement of any litigation,
or investigation or proceeding by any governmental
agency or body, commenced or threatened, or of any
claim whatsoever based upon any such untrue statement
or omission, or any such alleged untrue statement or
omission, if such settlement is effected with the
written consent of the Company; and

(iii) against any and all expense whatsoever, as
incurred (including reasonable fees and
disbursements of counsel), reasonably incurred in
investigating, preparing or defending against any
litigation, or investigation or proceeding by any
governmental agency or body, commenced or
threatened, in each case whether or not a party,
or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue
statement or omission, to the extent that any such
expense is not paid under subparagraph (i) or (ii)
above;

provided, however, that the indemnity provided pursuant to this
Section 5(a) does not apply to any Holder with respect to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with written information furnished to the
Company by such Holder expressly for use in a Registration Statement (or
any amendment thereto) or any Prospectus (or any amendment or supplement
thereto).

(b) Indemnification by the Holders. Each Holder severally
agrees to indemnify and hold harmless the Company and the other selling
Holders, and each of their respective directors and officers (including
each director and officer of the Company who signed the Registration
Statement), and each Person, if any, who controls the Company or any other
selling Holder within the meaning of Section 15 of the Securities Act, to
the same extent as the indemnity contained in Section 5(a) hereof (except
that any settlement described in Section 5(a)(ii) shall be effected only
with the written consent of such Holder), but only insofar as such loss,
liability, claim, damage or expense arises out of or is based upon (i) any
untrue statement or omission, or alleged untrue statements or omissions,
made in a Registration Statement (or any amendment thereto) or any
Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company by such
selling Holder expressly for use in such Registration Statement (or any
amendment thereto) or such Prospectus (or any amendment or supplement
thereto), or (ii) such Holder's failure to deliver a Prospectus to any
purchaser of Registrable Securities where such a delivery obligation was
applicable to such Holder's sale of Registrable Securities and such Holder
had been provided with a reasonable number of copies of such Prospectus for
the relevant deliveries thereof. In no event shall the liability of any
Holder under this Section 5(b) be greater in amount than the dollar amount
of the proceeds received by such Holder upon the sale of the
Registrable Securities giving rise to such indemnification obligation.

(c) Conduct of Indemnification Proceedings. Each indemnified
party shall give reasonably prompt notice to each indemnifying party of any
action or proceeding commenced against it in respect of which indemnity may
be sought hereunder, but failure to so notify an indemnifying party
(i) shall not relieve it from any liability which it may have under the
indemnity agreement provided in Section 5(a) or (b) above, unless and to
the extent it did not otherwise learn of such action and the lack of notice
by the indemnified party results in the forfeiture by the indemnifying
party of substantial rights and defenses and (ii) shall not, in any event,
relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided under Section 5(a)
or (b) above. If the indemnifying party so elects within a reasonable time
after receipt of such notice, the indemnifying party may assume the defense
of such action or proceeding at such indemnifying party's own expense with
counsel chosen by the indemnifying party and approved by the indemnified
parties defendant in such action or proceeding, which approval shall not be
unreasonably withheld; provided, however, that, if such indemnified party
or parties reasonably determine that a conflict of interest exists where it
is advisable for such indemnified party or parties to be represented by
separate counsel or that, upon advice of counsel, there may be legal
defenses available to them which are different from or in addition to those
available to the indemnifying party, then the indemnifying party shall not
be entitled to assume such defense and the indemnified party or parties
shall be entitled to one separate counsel at the indemnifying party's
expense. If an indemnifying party is not entitled to assume the defense of
such action or proceeding as a result of the proviso to the preceding
sentence, such indemnifying party's counsel shall be entitled to conduct
the defense of such indemnified party or parties, it being understood that
both such counsel will cooperate with each other to conduct the defense of
such action or proceeding as efficiently as possible. If an indemnifying
party is not so entitled to assume the defense of such action or does not
assume such defense, after having received the notice referred to in the
first sentence of this paragraph, the indemnifying party or parties will
pay the reasonable fees and expenses of counsel for the indemnified party
or parties. In such event, however, no indemnifying party will be liable
for any settlement effected without the written consent of such
indemnifying party. If an indemnifying party is entitled to assume, and
assumes, the defense of such action or proceeding in accordance with this
paragraph, such indemnifying party shall not be liable for any fees and
expenses of counsel for the indemnified parties incurred thereafter in
connection with such action or proceeding. The indemnification obligations
provided pursuant to Sections 5(a) and (b) hereof survive, with respect to
a Holder, the transfer of Registrable Securities by such Holder, and with
respect to a Holder or the Company, shall remain in full force and effect
regardless of any investigation made by or on behalf of any indemnified
party.

(d) Contribution.

(i) In order to provide for just and equitable contribution
in circumstances in which the indemnity agreement
provided for in this Section 5 is for any reason held
to be unenforceable although applicable in accordance
with its terms, the Company and the selling Holders
shall contribute to the aggregate losses, liabilities,
claims, damages and expenses of the nature contemplated
by such indemnity agreement incurred by the Company and

the selling Holders, in such proportion as is
appropriate to reflect the relative fault of and
benefits to the Company on the one hand and the selling
Holders on the other (in such proportions that the
selling Holders are severally, not jointly, responsible
for the balance), in connection with the statements or
omissions which resulted in such losses, claims,
damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative
benefits to the indemnifying party and indemnified
parties shall be determined by reference to, among
other things, the total proceeds received by the
indemnified party and indemnified parties in connection
with the offering to which such losses, claims,
damages, liabilities or expenses relate. The relative
fault of the indemnifying party and indemnified parties
shall be determined by reference to, among other
things, whether the action in question, including any
untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material
fact, has been made by, or relates to information
supplied by, such indemnifying party or the indemnified
parties, and the parties' relative intent, knowledge,
access to information and opportunity to correct or
prevent such action.

(ii) The Company and the Holders agree that it would not be
just or equitable if contribution pursuant to this
Section 5(d) were determined by pro rata allocation or
by any other method of allocation which does not take
account of the equitable considerations referred to in
the immediately preceding paragraph. Notwithstanding
the provisions of this Section 5(d), no selling Holder
shall be required to contribute any amount in excess of
the amount by which the total price at which the
Registrable Securities of such selling Holder were
offered to the public exceeds the amount of any damages
which such selling Holder would otherwise have been
required to pay by reason of such untrue statement or
omission.

(iii) Notwithstanding the foregoing, no Person guilty of
fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be
entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.
For purposes of this Section 5(d), each Person, if
any, who controls a Holder within the meaning of
Section 15 of the Securities Act and directors and
officers of a Holder shall have the same rights to
contribution as such Holder, and each director of
the Company, each officer of the Company who
signed the Registration Statement and each Person,
if any, who controls the Company within the
meaning of Section 15 of the Securities Act shall
have the same rights to contribution as the
Company.

(iv) The contribution provided for in this Section 5(d)
shall survive, with respect to a Holder, the transfer
of Registrable Securities by such Holder, and with
respect to a Holder or the Company, shall remain in
full force and effect regardless of any investigation
made by or on behalf of any indemnified party.

6. Rule 144 Sales.

(a) Reports. The Company covenants that it will file the
reports required to be filed by the Company under the Securities Act and
the Securities Exchange Act of 1934, as amended, and will take such further
action as any Holder of Registrable Securities may reasonably request, all
to the extent required to enable such Holder to sell Registrable Securities
pursuant to Rule 144 under the Securities Act.

(b) Certificates. In connection with any sale, transfer or
other disposition by any Holder of any Registrable Securities pursuant to
Rule 144 under the Securities Act, the Company shall cooperate with such
Holder to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold and not bearing any
Securities Act legend, and enable certificates for such Registrable
Securities to be for such number of shares and registered in such names as
the selling Holders may reasonably request at least two (2) business days
prior to any sale of Registrable Securities.

(c) Opinion That Shares Not Required to be Registered. The
Company shall not be required to fulfill any registration obligations under
this Agreement if the Company provides the Holder who desires to sell
Registrable Securities with an opinion, satisfactory to Holder in its
reasonable discretion, of counsel, satisfactory to Holder in its reasonable
discretion, stating that (i) the Holder is free to sell the Registrable
Securities that they desired to register in the manner proposed by such
Holder (including but, not limited to, an underwritten offering), without
registering such Registrable Securities, or (ii) such Registrable
Securities can be sold under Rule 144 of the Securities Act or otherwise
without registration in the open market in compliance with the Securities
Act.

7. Miscellaneous.

(a) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions
hereof may not be given without the written consent of the Company and the
Holders of a majority in amount of the outstanding Registrable Securities;
provided, however, that no amendment, modification or supplement or waiver
or consent to the departure with respect to the provisions of Sections 2,
3, 4, 5, 6 or 7 hereof shall be effective as against any Holder of
Registrable Securities unless consented to in writing by such Holder of
Registrable Securities, as the case may be. Notice of any amendment,
modification or supplement to this Agreement adopted in accordance with
this Section 7(a) shall be provided by the Company to each Holder of
Registrable Securities at least fifteen (15) days prior to the effective
date of such amendment, modification or supplement.

(b) Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery,

registered first-class mail, telex, telecopier, or any courier guaranteeing
overnight delivery, (i) if to a Holder, at the most current address given
by such Holder to the Company by means of a notice given in accordance with
the provisions of this Section 7(b), which address initially is, with
respect to each Holder, the address set forth next to such Holder's name on
the books and records of the Company, or (ii) if to the Company, at:
Wellsford Real Properties, Inc., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇, Attention: President, Fax No. (▇▇▇) ▇▇▇-▇▇▇▇.

All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; three
(3) business days after being deposited in the mail, postage prepaid, if
mailed; when answered back, if telexed; when receipt is acknowledged, if
telecopied; or at the time delivered if delivered by an air courier
guaranteeing overnight delivery.

(c) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of
each of the Company and the Holder, including without limitation and
without the need for an express assignment, subsequent Holders. If any
successor, assignee or transferee of any Holder shall acquire Registrable
Securities, in any manner, whether by operation of law or otherwise, such
Registrable Securities, as the case may be, shall be held subject to all of
the terms of this Agreement, and by taking and holding such Registrable
Securities such Person shall be entitled to receive the benefits hereof and
shall be conclusively deemed to have agreed to be bound by all of the terms
and provisions hereof.

(d) Headings. The headings in this Agreement are for the
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

(e) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND WITHOUT
GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF.

(f) Specific Performance. The Company and the Holders hereto
acknowledge that there would be no adequate remedy at law if any party
fails to perform any of its obligations hereunder, and accordingly agree
that each party, in addition to any other remedy to which it may be
entitled at law or in equity, shall be entitled to compel specific
performance of the obligations of any other party under this Agreement in
accordance with the terms and conditions of this Agreement in any court of
the United States or any State thereof having jurisdiction.

(g) Entire Agreement. This Agreement is intended by the Company
and the Holder as a final expression of their agreement and intended to be
a complete and exclusive statement of the agreement and understanding of
the Company and the Holder in respect of the subject matter contained
herein. This Agreement supersedes all prior agreements and understandings
of the Company and the Holder with respect to such subject matter.

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

WELLSFORD REAL PROPERTIES, INC.

By:________________________________
Name:______________________________
Title:_____________________________

ERP OPERATING LIMITED PARTNERSHIP

By:________________________________
Name:______________________________
Title:_____________________________

EXHIBIT G

A. Certain Definitions.

"Affiliate" shall mean, when used with respect to a specified
Person, another Person that directly, or indirectly through one or
more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.

"Beneficial Ownership" shall mean ownership of stock by a REIT
who would be treated as an owner of such shares of stock under
Section 856(c)(5) of the Code. The terms "Beneficial Owner,"
"Beneficially Owns" and "Beneficially Owned" shall have correlative
meanings.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Common Stock" shall mean the common stock, $.01 par value per
share, of the Corporation.

"Class A Common Stock" shall mean the Class A common stock, $.01
par value per share, of the Corporation.

"Closing Date" shall mean ____________.

"Control" including the terms "Controlling", "Controlled by" and
"under common Control with", shall mean the possession, direct or
indirect, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of
voting securities, by contract or otherwise.

"Corporation" shall mean Wellsford Real Properties, Inc.

"Liquidation Value," when used in connection with Series A 8%
Convertible Redeemable Preferred Stock, shall mean $25.00 per share.

"Person" shall mean any natural person, corporation, business
trust, joint venture, association, company, partnership, or
government, or any agency or political subdivision thereof.

"Preferred Stock" shall mean all shares of capital stock having a
preference in any manner to the Common Stock or Class A Common Stock.

"REIT" shall mean a Real Estate Investment Trust under Section
856 of the Code.

"REIT Ownership Limit" shall initially mean nine and nine-tenths
percent (9.9%) of the value of the outstanding Voting Stock of the
Corporation.

"Responsible Officer" of any corporation shall mean any executive
officer of such corporation, and any other officer or similar official

thereof responsible for the administration of the obligations of such
corporation in respect of these Articles.

"Transfer" shall mean any sale, transfer, redemption, gift,
hypothecation, pledge, assignment, devise or other disposition of
Voting Stock, whether voluntary or involuntary, whether of record,
constructively or beneficially and whether by operation of law or
otherwise.

"Triggering Event" shall mean any event undertaken or caused by
the Corporation, which would result in ERP Operating Limited
Partnership ("ERP Operating Partnership"), Equity Residential
Properties Trust or any Affiliate of either of them collectively to
Beneficially Own shares of the outstanding Class A Common Stock in
excess of the REIT Ownership Limit.

"Voting Stock" shall mean the Class A Common Stock and any other
outstanding shares of capital stock of the Corporation entitled to
vote generally in the election of directors.

B. Terms.

(1) Rights. The holders of Class A Common Stock shall have all
rights, including, but not limited to, voting, dividend, distribution,
liquidation and other rights of holders of shares of Common Stock;
provided, however, holders of Class A Common Stock shall have such
additional rights as provided herein.

(2) Voting Rights. The holders of the Class A Common Stock, as
a class, shall be entitled to elect one (1) member (the "Class A
Director") of the Board of Directors of the Corporation so long as (i)
ERP Operating Partnership is obligated to purchase Preferred Stock
pursuant to that certain Common Stock and Preferred Stock Purchase
Agreement dated as of _____________, 1997 between ERP Operating
Partnership and the Corporation; (ii) ERP Operating Partnership has
obligations pursuant to that certain Agreement Regarding Palomino Park
dated as of __________, 1997 between ERP Operating Partnership and the
Corporation; (iii) ERP Operating Partnership has obligations pursuant
to that certain Credit Enhancement Agreement dated as of ___________,
1997 between ERP Operating Partnership and the Corporation; or (iv)
the aggregate Liquidation Value of the shares of Series A 8%
Convertible Redeemable Preferred Stock of the Corporation owned by ERP
Operating Partnership is greater than $10,000,000; provided, however,
in no event shall the period during which the holders of the Class A
Common Stock are entitled to elect the Class A Director be less than
two (2) years from the Closing Date. The Class A Director may be
removed without cause, only by the affirmative vote of a majority of
the Class A Common Stock electing such director and with "cause" (as
defined herein) only by the vote of 75% of the Directors (including
the Class A Director) then in office. For purposes of these Articles,
"cause" shall mean (i) the conviction of the Class A Director of any
felony involving moral turpitude, fraud or misrepresentation or (ii) a
material fraud by the Class A Director or a material breach of
fiduciary duty by the Class A Director in the performance of his
duties as a director of the Corporation.

(3) Optional Conversion.

(a) Holders of Class A Common Stock shall have the right,
exercisable at any time and from time to time to convert all or
any of such Class A Common Stock into Common Stock at a
conversion rate of one share of Common Stock for each share of
Class A Common Stock so converted, subject to adjustment (the
"Conversion Rate"). Upon conversion, no adjustment or payment
will be made for distributions, but if any holder surrenders
Class A Common Stock for conversion after the close of business
on the record date for the payment of a dividend or distribution
and prior to the opening of business on the related payment date
of such dividend or distribution then, notwithstanding such
conversion, the dividend or distribution payable on such payment
date will be paid to the registered holder of such shares on such
record date.

(b) Any holder of one or more shares of Class A Common
Stock electing to convert such share or shares shall deliver the
certificate or certificates therefor to the principal office of
any transfer agent for the Common Stock, with the form of notice
of election to convert as the Corporation shall prescribe fully
completed and duly executed and (if so required by the
Corporation or any conversion agent) accompanied by instruments
of transfer in form satisfactory to the Corporation and to any
conversion agent, duly executed by the registered holder or his
duly authorized attorney, and transfer taxes, stamps or funds
therefor or evidence of payment thereof. The conversion right
with respect to any such shares shall be deemed to have been
exercised at the date upon which the certificates therefor
accompanied by such duly executed notice of election and
instruments of transfer and such taxes, stamps, funds or evidence
of payment shall have been so delivered, and the person or
persons entitled to receive the shares of the Common Stock
issuable upon such conversion shall be treated for all purposes
as the record holder or holders of such shares of the Common
Stock upon said date.

(c) If a holder converts shares of Class A Common Stock,
the Corporation shall pay any documentary, stamp or similar issue
or transfer tax due on the issuance of shares of Common Stock
upon the conversion. The holder, however, shall pay to the
Corporation the amount of any tax which is due (or shall
establish to the satisfaction of the Corporation payment thereof)
if the shares are to be issued in a name other than the name of
such holder and shall pay to the Corporation any amount required
by the last sentence of subparagraph (3)(a) hereof.

(d) The Corporation shall reserve and shall at all times
have reserved out of its authorized but unissued Common Stock a
sufficient number of shares of Common Stock to permit the
conversion of the then outstanding Class A Common Stock. All
Common Stock which may be issued upon conversion of Class A
Common Stock shall be validly issued, fully paid and
nonassessable, and not subject to preemptive or other similar
rights. In order that the Corporation may issue Common Stock upon
conversion of Class A Common Stock, the Corporation will endeavor
to comply with all applicable federal and state securities laws
and will endeavor to list such Common Stock to be issued upon
conversion on each securities exchange on which the Common Stock

is listed.

(e) The Conversion Rate in effect at any time shall be
subject to adjustment from time to time as follows:

(i) In case the Corporation shall (1) reclassify the
outstanding Common Stock into shares of some other class or
series of shares, (2) subdivide the outstanding Common Stock
into a greater number of shares of Common Stock or (3)
combine the outstanding Common Stock into a smaller number
of shares of Common Stock, the conversion rate immediately
prior to such action shall be adjusted so that the holder of
any shares of Class A Common Stock thereafter surrendered
for conversion shall be entitled to receive the number of
shares of Common Stock which he would have owned immediately
following such action had such Class A Common Stock been
converted immediately prior thereto. An adjustment made
pursuant to this subparagraph (3)(e)(i) shall become
effective immediately after the effective date in the case
of a subdivision, combination or reclassification.

(ii) The Market Price per share of the Common Stock on
any date shall be deemed to be the average of the daily
closing prices for thirty consecutive trading days
commencing forty-five (45) trading days before the date in
question. The closing price for each day shall be the last
reported sales price or, in case no such reported sale takes
place on such date, the average of the reported closing bid
and asked prices regular way, in either case on the New York
Stock Exchange, or if the Common Stock is not listed or
admitted to trading on such Exchange, on the principal
national securities exchange on which the Common Stock is
listed or admitted to trading or, if not listed or admitted
to trading on any national securities exchange, the closing
sale price of the Common Stock or, in case no reported sale
takes place, the average of the closing bid and asked
prices, on Nasdaq or any comparable system, or if the Common
Stock is not quoted on Nasdaq or any comparable system, the
closing sale price or, in case no reported sale takes place,
the average of the closing bid and asked prices, as
furnished by any two members of the National Association of
Securities Dealers, Inc. selected from time to time by the
Corporation for that purpose.

(iii) In any case in which this subparagraph (3)
shall require that an adjustment be made immediately
following a record date, the Corporation may elect to defer
(but only until five Business Days following the mailing of
the notice described in subparagraph (3)(j)) issuing to the
holder of any Class A Common Stock converted after such
record date the Common Stock and other shares of capital
stock of the Corporation issuable upon such conversion over
and above the Common Stock and other shares of capital stock
of the Corporation issuable upon such conversion only on the
basis of the conversion rate prior to adjustment; and, in
lieu of the shares the issuance of which is so deferred, the
Corporation shall issue or cause its transfer agents to
issue appropriate evidence of the right to receive such

shares.

(f) No adjustment in the Conversion Rate shall be required
until cumulative adjustments result in a change of 1% or more of
the conversion price as in effect prior to the last adjustment of
the Conversion Rate; provided, however, that any adjustment which
by reason of this subparagraph (3)(f) is not required to be made
shall be carried forward and taken into account in any subsequent
adjustment. All calculations under this subparagraph (3) shall be
made to the nearest cent ($.01) or the nearest one-hundredth
(1/100) of a share, as the case may be.

(g) In the event that, as a result of an adjustment made
pursuant to subparagraph (3)(e), the holder of any Class A Common
Stock thereafter surrendered for conversion shall become entitled
to receive any shares of capital stock of the Corporation other
than Common Stock, thereafter the number of such other shares so
receivable upon conversion of any Class A Common Stock shall be
subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with
respect to the Common Stock contained in this subparagraph (3).

(h) The Corporation may make such increases in the
Conversion Rate, in addition to those required by subparagraphs
(3)(e), as is considered to be advisable in order that any event
treated for federal income tax purposes as a distribution of
shares or share rights shall not be taxable to the recipients
thereof.

(i) Whenever the Conversion Rate is adjusted, the
Corporation shall promptly mail to all holders of record of Class
A Common Stock a notice of the adjustment and shall cause to be
prepared a certificate signed by a principal financial officer of
the Corporation setting forth the adjusted Conversion Rate and a
brief statement of the facts requiring such adjustment and the
computation thereof; such certificate shall forthwith be filed
with each transfer agent for the Class A Common Stock.

(j) In the event that:

(i) the Corporation takes any action which would
require an adjustment in the Conversion Rate, or

(ii) the Corporation consolidates or merges with, or
transfers all or substantially all of its assets
to, another corporation and shareholders of the
Corporation must approve the transaction,

a holder of Class A Common Stock may wish to convert some or all
of such shares into Common Stock prior to the record date for, or
the effective date of, the transaction so that he may receive the
rights, warrants, securities or assets which a holder of Common
Stock on that date may receive. Therefore, the Corporation shall
mail to holders of Class A Common Stock a notice stating the
proposed record or effective date of the transaction, as the case
may be. The Corporation shall mail the notice at least 10 days
before such date; however, failure to mail such notice or any
defect therein shall not affect the validity of any transaction

referred to in clauses (i) or (ii) of this subparagraph (3)(j).

(k) If any of the following shall occur, namely: (i) any
reclassification or change of outstanding Common Stock issuable
upon conversion of Class A Common Stock (other than a change in
par value, or from par value to no par value, or from no par
value to par value, or as a result of a subdivision or
combination), (ii) any consolidation or merger to which the
Corporation is a party other than a consolidation or merger in
which the Corporation is the continuing corporation and which
does not result in any reclassification of, or change (other than
a change in name, or par value, or from par value to no par
value, or from no par value to par value, or as a result of a
subdivision or combination) in, outstanding Common Stock or (iii)
any sale, transfer or lease of all or substantially all of the
property or business of the Corporation as an entirety, then the
Corporation, or such successor or purchasing corporation, as the
case may be, shall, as a condition precedent to such
reclassification, change, consolidation, merger, sale, transfer
or lease, provide in its charter document that each share of
Class A Common Stock shall be convertible into the kind and
amount of shares of stock and other securities and property
(including cash) receivable upon such reclassification, change,
consolidation, merger, sale, transfer or lease by a holder of the
number of shares of Common Stock deliverable upon conversion of
such shares of Class A Common Stock immediately prior to such
reclassification, change, consolidation, merger, sale, transfer
or lease. Such charter document shall provide for adjustments
which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this subparagraph (3). If, in the
case of any such reclassification, change, consolidation, merger,
sale, transfer or lease, the shares of stock or other securities
and property (including cash) receivable thereupon by a holder of
the Common Stock includes shares of stock or beneficial interest
or other securities and property of a corporation or other entity
other than the successor or purchasing corporation, as the case
may be, in such reclassification, change, consolidation, merger,
sale, transfer or lease, then the charter document of such other
corporation shall contain such additional provisions to protect
the interests of the holders of Class A Common Stock as the Board
of Directors shall reasonably consider necessary by reason of the
foregoing. The provisions of this subparagraph (3)(k) shall
similarly apply to successive consolidations, mergers, sales,
transfers or leases.

No holder of Class A Common Stock will possess any
preemptive rights to subscribe for or acquire any unissued shares
of the Corporation (whether now or hereafter authorized) or
securities of the Corporation convertible into or carrying a
right to subscribe to or acquire shares of the Corporation.

(4) Automatic Conversion. Any outstanding shares of Class A
Common Stock shall automatically convert, at the Conversion Rate, into
shares of Common Stock upon the Transfer of such shares of Class A
Common Stock to any Person other than an Affiliate of Equity
Residential Properties Trust or ERP Operating Partnership. Such
automatic conversion shall be deemed to have occurred on the date of
such Transfer.

(5) Purchase of Shares of Voting Stock in Excess of REIT
Ownership Limit. If, notwithstanding the other provisions contained
in these Articles, a Triggering Event shall occur, then the
Corporation shall (i) immediately deliver written notice of such
Triggering Event to each of Equity Residential Properties Trust and
ERP Operating Partnership and (ii) purchase such shares of Class A
Common Stock in excess of the REIT Ownership Limit at a price per
share equal to the Market Price per share of the Common Stock no later
than 25 days following the date of the Triggering Event which resulted
in the REIT Beneficially Owning Class A Common Stock in excess of the
REIT Ownership Limit.

EXHIBIT 10.18 COMMON STOCK AND PREFERRED STOCK PURCHASE AGREEMENT Dated as of ________________, 1997

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