Indemnity and Guaranty Agreement

INDEMNITY AND GUARANTY AGREEMENT




                      INDEMNITY AND GUARANTY AGREEMENT
                      --------------------------------
                            ($75,000,000.00 Loan)

     THIS INDEMNITY AND GUARANTY AGREEMENT (this "Agreement"), made as of the
16th day of July, 1998, by WELLSFORD COMMERCIAL PROPERTIES TRUST, a Maryland
real estate investment trust, and WHWEL REAL ESTATE LIMITED PARTNERSHIP,
jointly and severally (said entities being collectively referred to herein as
"Indemnitor"), whose address is 610 Fifth Avenue, Seventh Floor, New York,
New York 10020, in favor of BANKBOSTON, N.A., a national banking association,
individually and as Agent for itself and the other banks which may become
parties to the "Loan Agreement" (as hereinafter defined), GOLDMAN SACHS
MORTGAGE COMPANY, and each other lender which may now or hereafter become
party to the Loan Agreement (together, "Lender").

                            W I T N E S S E T H:

     WHEREAS, Wellsford/Whitehall Properties II, L.L.C. ("Borrower"), has
obtained loan in the principal amount of up to Seventy-Five Million and
No/100 Dollars ($75,000,000.00) (the "Loan") from Lender; 

     WHEREAS, the Loan has been made pursuant to the terms and conditions of
that certain Mezzanine Loan Agreement, of even date herewith, by and between
Borrower, Agent and Lender (the "Loan Agreement"); 

     WHEREAS, the Loan is evidenced by one or more promissory notes
(collectively, the "Note"), and executed by Borrower and payable to the order
of Lender and is secured by among other things, the "Security Documents" (as
defined in the Loan Agreement and being referred to herein as the "Security
Documents"), encumbering the "Collateral" (as defined in the Loan Agreement
and being herein referred to as the "Collateral") (the Note, the Security
Documents and all other documents and instruments evidencing or securing the
Loan, as the same may from time to time be amended, consolidated, restated,
extended, renewed or replaced (including without limitation any notes
delivered by Borrower pursuant to Section 18.3 of the Loan Agreement), being
collectively referred to herein as the "Loan Documents"); and

     WHEREAS, as a condition to making the Loan to Borrower, Lender has
required that Indemnitor indemnify Lender from and against and guarantee
payment to Lender of certain matters as set forth herein; and

     WHEREAS, each of the parties comprising Indemnitor is a direct or
indirect owner of a beneficial interest in Borrower, the extension of the
Loan to Borrower is of substantial benefit to Indemnitor and, therefore,
Indemnitor desires to indemnify Lender from and against and guarantee payment
to Lender of such matters.

     NOW, THEREFORE, to induce Lender to extend the Loan to Borrower and in
consideration of the foregoing premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Indemnitor hereby covenants and agrees for the benefit of Lender, as follows:

     1.   Indemnity and Guaranty.  Indemnitor hereby assumes liability for,
hereby guarantees payment to Lender of, hereby agrees to pay, protect, defend
and save Lender harmless from and against, and hereby indemnifies Lender from
and against any and all liabilities, obligations, losses, damages, costs and
expenses (including, without limitation, attorneys' fees), causes of action,
suits, claims, demands and judgments of any nature or description whatsoever
(collectively, "Costs") which may at any time be imposed upon, incurred by or
awarded against Lender as a result of:

          (a)  Proceeds paid under any insurance policies (or paid as a
result of any other claim or cause of action against any person or entity) by
reason of damage, loss or destruction to all or any portion of the
Collateral, the Mortgaged Property, any other collateral for the Mortgage
Loan (including without limitation the Mezzanine Collateral) or the Mezzanine
Property, to the full extent of such proceeds not previously delivered to
Lender, but which, under the terms of the Loan Documents, should have been
delivered to Lender;

          (b)  Proceeds or awards resulting from the condemnation or other
taking in lieu of condemnation of all or any portion of the Collateral, the
Mortgaged Property, any other collateral for the Mortgage Loan (including
without limitation the Mezzanine Collateral) or the Mezzanine Property, to
the full extent of such proceeds or awards not previously delivered to
Lender, but which, under the terms of the Loan Documents, should have been
delivered to Lender;

          (c)  All tenant security deposits or other refundable deposits paid
to or held by Borrower, Property Owner, WASH or any other person or entity in
connection with leases, license agreements, booking agreements and all other
similar agreements entered into for the use and occupancy of all or any
portion of the Collateral, the Mortgaged Property or the Mezzanine Property
which are not applied in accordance with the terms of the applicable lease or
other agreement;

          (d)  Rent, accounts, accounts receivables, fees and other payments
received from tenants or any other person or entity under leases, license
agreements, booking agreements and all other similar agreements entered into
for the use and occupancy of all or any portion of the Collateral, the
Mortgaged Property or the Mezzanine Property paid more than one month in
advance;

          (e)  Distributions, rents, issues, profits, revenues, accounts,
accounts receivable and fees of all or any portion of the Collateral received
or applicable to a period after any notice of Default from Lender under the
Loan Documents in the event of any Default by Borrower thereunder which are
not paid to Lender as required by the Loan Documents;

          (f)  Damage to the Collateral, the Mortgaged Property, any other
collateral for the Mortgage Loan (including without limitation the Mezzanine
Collateral) or the Mezzanine Property as a result of the intentional
misconduct or gross negligence of Borrower, WASH, WASH Manager, Wells Avenue
Holdings, Property Owner or any of their respective principals, officers,
members or general partners, or any property manager that controls, is
controlled by or is under common control with any of such persons, or any
removal of the Collateral, the Mortgaged Property, any other collateral for
the Mortgage Loan (including without limitation the Mezzanine Collateral) or
the Mezzanine Property in violation of the terms of the Loan Documents, to
the full extent of the losses or damages incurred by Lender on account of
such damage or removal;

          (g)  Borrower, WASH, WASH Manager, Wells Avenue Holdings or
Property Owner retaining funds directly or indirectly or making distributions
to their respective members as a result of which Borrower, WASH, WASH
Manager, Wells Avenue Holdings or Property Owner is unable to pay any valid
taxes, assessments, mechanic's liens, materialmen's liens or other liens
which could create liens on any portion of the Mortgaged Property, the
Mezzanine Property, the assets of WASH Manager or Wells Avenue Holdings or
which could create liens on any portion of the Collateral which would be
superior to the lien or security title of the Security Documents or the other
Loan Documents thereon; and

          (h)  Fraud or intentional misrepresentation by Borrower, WASH, WASH
Manager, Wells Avenue Holdings, Property Owner or any of their respective
principals, members, officers or general partners, any guarantor, any
indemnitor or any agent, employee or other person authorized or apparently
authorized to make statements or representations on behalf of Borrower, WASH,
WASH Manager, Wells Avenue Holdings, Property Owner, any principal, officer,
member or partner of Borrower, WASH, WASH Manager, Wells Avenue Holdings,
Property Owner, or any guarantor or any indemnitor, to the full extent of any
losses, damages and expenses of Lender on account thereof.

     This is a guaranty of payment and performance of the matters within the
scope of this Agreement and not of collection.  The liability of Indemnitor
under this Agreement shall be direct and immediate and not conditional or
contingent upon the pursuit of any remedies against Borrower or any other
person (including, without limitation, other guarantors, if any), nor against
the collateral for the Loan.  Indemnitor waives any right to require that an
action be brought against Borrower or any other person or to require that
resort be had to any collateral for the Loan or to any balance of any deposit
account or credit on the books of Lender in favor of Borrower or any other
person.  In the event, on account of the Bankruptcy Reform Act of 1978, as
amended, or any other debtor relief law (whether statutory, common law, case
law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect,
which may be or become applicable, Borrower shall be relieved of or fail to
incur any debt, obligation or liability as provided in the Loan Documents
which is the subject matter of this Agreement, Indemnitor shall nevertheless
be fully liable therefor to the extent provided in this Agreement.  In the
event of a default under the Loan Documents which is not cured within any
applicable grace or cure period, Lender shall have the right to enforce its
rights, powers and remedies (including, without limitation, foreclosure of
all or any portion of the collateral for the Loan) thereunder or hereunder,
in any order, and all rights, powers and remedies available to Lender in such
event shall be non-exclusive and cumulative of all other rights, powers and
remedies provided thereunder or hereunder or by law or in equity.  If the
indebtedness and obligations guaranteed hereby are partially paid or
discharged by reason of the exercise of any of the remedies available to
Lender, this Agreement shall nevertheless remain in full force and effect,
and Indemnitor shall remain liable for all remaining indebtedness and
obligations guaranteed hereby to the extent provided in this Agreement, even
though any rights which Indemnitor may have against Borrower may be destroyed
or diminished by the exercise of any such remedy.  Terms used in this
Agreement that are not otherwise defined herein shall have the meanings set
forth in the Loan Agreement.

     2.   Indemnification Procedures.

          (a)  If any action shall be brought against Lender based upon any
of the matters for which Lender is indemnified hereunder, Lender shall notify
Indemnitor in writing thereof and Indemnitor shall promptly assume the
defense thereof, including, without limitation, the employment of counsel
reasonably acceptable to Lender and the negotiation of any settlement;
provided, however, that any failure of Lender to notify Indemnitor of such
matter shall not impair or reduce the obligations of Indemnitor hereunder. 
Lender shall have the right, at the expense of Indemnitor (which expense
shall be included in Costs in the event that Lender shall conclude in good
faith that a conflict of interest exists), to employ separate counsel in any
such action and to participate in the defense thereof.  In the event
Indemnitor shall fail to discharge or undertake to defend Lender against any
claim, loss or liability for which Lender is indemnified hereunder, Lender
may, at its sole option and election, defend or settle such claim, loss or
liability.  The liability of Indemnitor to Lender hereunder shall be
conclusively established by such settlement, provided such settlement is made
in good faith, the amount of such liability to include both the settlement
consideration and the costs and expenses, including, without limitation,
attorneys' fees and disbursements, incurred by Lender in effecting such
settlement.  In such event, such settlement consideration, costs and expenses
shall be included in Costs and Indemnitor shall pay the same as hereinafter
provided. 

          (b)  Indemnitor shall not, without the prior written consent of
Lender: (i) settle or compromise any action, suit, proceeding or claim or
consent to the entry of any judgment that does not include as an
unconditional term thereof the delivery by the claimant or plaintiff to
Lender of a full and complete written release of Lender (in form, scope and
substance reasonably satisfactory to Lender in its sole discretion) from all
liability in respect of such action, suit, proceeding or claim and a
dismissal with prejudice of such action, suit, proceeding or claim; or (ii)
settle or compromise any action, suit, proceeding or claim in any manner that
may adversely affect Lender or obligate Lender to pay any sum or perform any
obligation as determined by Lender in its sole discretion.

          (c)  All Costs shall be immediately reimbursable to Lender when and
as incurred and, in the event of any litigation, claim or other proceeding,
without any requirement of waiting for the ultimate outcome of such
litigation, claim or other proceeding, and Indemnitor shall pay to Lender any
and all Costs within ten (10) Business Days after written notice from Lender
itemizing the amounts thereof incurred to the date of such notice.  In
addition to any other remedy available for the failure of Indemnitor to
periodically pay such Costs, such Costs, if not paid within said ten-day
period, shall bear interest at the rate for overdue payments in the Loan
Agreement.

     3.   Reinstatement of Obligations.  If at any time all or any part of
any payment made by Indemnitor or received by Lender from Indemnitor under or
with respect to this Agreement is or must be rescinded or returned for any
reason whatsoever (including, but not limited to, the insolvency, bankruptcy
or reorganization of Indemnitor or Borrower), then the obligations of
Indemnitor hereunder shall, to the extent of the payment rescinded or
returned, be deemed to have continued in existence, notwithstanding such
previous payment made by Indemnitor, or receipt of payment by Lender, and the
obligations of Indemnitor hereunder shall continue to be effective or be
reinstated, as the case may be, as to such payment, all as though such
previous payment by Indemnitor had never been made.

     4.   Waivers by Indemnitor.  To the extent permitted by law and with
respect to matters relating to liabilities arising under this Agreement,
Indemnitor hereby waives and agrees not to assert or take advantage of:

          (a)  Any right to require Lender to proceed against Borrower or any
other person or to proceed against or exhaust any security held by Lender at
any time or to pursue any other remedy in Lender's power or under any other
agreement before proceeding against Indemnitor hereunder;

          (b)  Any defense that may arise by reason of the incapacity, lack
of authority, death or disability of any other person or persons or the
failure of Lender to file or enforce a claim against the estate (in
administration, bankruptcy or any other proceeding) of any other person or
persons;

          (c)  Demand, presentment for payment, notice of nonpayment,
protest, notice of protest and all other notices of any kind, or the lack of
any thereof, including, without limiting the generality of the foregoing,
notice of the existence, creation or incurring of any new or additional
indebtedness or obligation or of any action or non-action on the part of
Borrower, Lender, any endorser or creditor of Borrower or of Indemnitor or on
the part of any other person whomsoever under this or any other instrument in
connection with any obligation or evidence of indebtedness held by Lender;

          (d)  Any defense based upon an election of remedies by Lender;

          (e)  Any right or claim or right to cause a marshaling of the
assets of Indemnitor;

          (f)  Any principle or provision of law, statutory or otherwise,
which is or might be in conflict with the terms and provisions of this
Agreement; 

          (g)  Any duty on the part of Lender to disclose to Indemnitor any
facts Lender may now or hereafter know about Borrower or the Collateral,
regardless of whether Lender has reason to believe that any such facts
materially increase the risk beyond that which Indemnitor intends to assume
or has reason to believe that such facts are unknown to Indemnitor or has a
reasonable opportunity to communicate such facts to Indemnitor, it being
understood and agreed that Indemnitor is fully responsible for being and
keeping informed of the financial condition of Borrower, of the condition of
the Collateral and of any and all circumstances bearing on the risk that
liability may be incurred by Indemnitor hereunder;

          (h)  Any lack of notice of disposition or of manner of disposition
of any collateral for the Loan;

          (i)  Any invalidity, irregularity or unenforceability, in whole or
in part, of any one or more of the Loan Documents;

          (j)  Any deficiencies in the collateral for the Loan or any
deficiency in the ability of Lender to collect or to obtain performance from
any persons or entities now or hereafter liable for the payment and
performance of any obligation hereby guaranteed; 

          (k)  An assertion or claim that the automatic stay provided by 11
U.S.C. Section 362 (arising upon the voluntary or involuntary bankruptcy
proceeding of Borrower) or any other stay provided under any other debtor
relief law (whether statutory, common law, case law or otherwise) of any
jurisdiction whatsoever, now or hereafter in effect, which may be or become
applicable, shall operate or be interpreted to stay, interdict, condition,
reduce or inhibit the ability of Lender to enforce any of its rights, whether
now or hereafter required, which Lender may have against Indemnitor or the
collateral for the Loan;

          (l)  Any modifications of the Loan Documents or any obligation of
Borrower relating to the Loan by operation of law or by action of any court,
whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any
other debtor relief law (whether statutory, common law, case law or
otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or
otherwise; and

          (m)  Any action, occurrence, event or matter consented to by
Indemnitor under Section 5(h) hereof, under any other provision hereof, or
otherwise.

     5.   General Provisions.

          (a)  Fully Recourse.  All of the terms and provisions of this
Agreement are recourse obligations of Indemnitor and not restricted by any
limitation on personal liability.  Notwithstanding anything to the contrary
contained herein or in any other Loan Document, the obligations of WHWEL Real
Estate Limited Partnership under this Agreement whether arising under this
Agreement or otherwise in connection with any of the Loan Documents, shall be
without recourse to any limited partner of WHWEL Real Estate Limited
Partnership and no such person shall have any liability with respect thereto.

          pos  Unsecured Obligations.  Indemnitor hereby acknowledges that
Lender's appraisal of the Collateral is such that Lender is not willing to
accept the consequences of the inclusion of Indemnitor's indemnity set forth
herein among the obligations secured by the Security Documents and the other
Loan Documents and that Lender would not make the Loan but for the unsecured
personal liability undertaken by Indemnitor herein.

          (c)  Survival.  This Agreement shall be deemed to be continuing in
nature and shall remain in full force and effect with respect to the matters
covered by this Agreement and shall survive the exercise of any remedy by
Lender under the Security Documents or any of the other Loan Documents,
including, without limitation, any foreclosure or deed in lieu thereof, even
if, as a part of such remedy, the Loan is paid or satisfied in full.

          (d)  No Subrogation; No Recourse Against Lender.  Notwithstanding
the satisfaction by Indemnitor of any liability hereunder, Indemnitor shall
not have any right of subrogation, contribution, reimbursement or indemnity
whatsoever or any right of recourse to or with respect to the assets or
property of Borrower or to any collateral for the Loan.  In connection with
the foregoing, Indemnitor expressly waives any and all rights of subrogation
to Lender against Borrower, and Indemnitor hereby waives any rights to
enforce any remedy which Lender may have against Borrower and any right to
participate in any collateral for the Loan.  In addition to and without in
any way limiting the foregoing, Indemnitor hereby subordinates any and all
indebtedness of Borrower now or hereafter owed to Indemnitor to all
indebtedness of Borrower to Lender, and agrees with Lender that Indemnitor
(i) from and after the occurrence and during the continuance of an Event of
Default shall not demand or accept any payment of principal or interest from
Borrower, (ii) shall not claim any offset or other reduction of Indemnitor's
obligations hereunder because of any such indebtedness and (iii) shall not
take any action to obtain any of the collateral from the Loan.  Further,
Indemnitor shall not have any right of recourse against Lender by reason of
any action Lender may take or omit to take under the provisions of this
Agreement or under the provisions of any of the Loan Documents.

          (e)  Reservation of Rights.  Nothing contained in this Agreement
shall prevent or in any way diminish or interfere with any rights or
remedies, including, without limitation, the right to contribution, which
Lender may have against Borrower, Indemnitor or any other party under the
Comprehensive Environmental Response, Compensation and Liability Act of 1980
(codified at Title 42 U.S.C. Section 9601 et seq.), as it may be amended from
time to time, or any other applicable federal, state or local laws, all such
rights being hereby expressly reserved.

          (f)  Financial Statements.  Indemnitor hereby agrees, as a material
inducement to Lender to make the Loan to Borrower, to furnish to Lender
promptly upon demand by Lender current and dated financial statements
detailing the assets and liabilities of Indemnitor certified by Indemnitor,
in form and substance acceptable to Lender.  Indemnitor hereby warrants and
represents unto Lender that any and all balance sheets, net worth statements
and other financial data which have heretofore been given or may hereafter be
given to Lender with respect to Indemnitor did or will at the time of such
delivery fairly and accurately present the financial condition of Indemnitor
in all material respects.

          (g)  Rights Cumulative; Payments.  Lender's rights under this
Agreement shall be in addition to all rights of Lender under the Note, the
Security Documents and the other Loan Documents.  FURTHER, PAYMENTS MADE BY
INDEMNITOR UNDER THIS AGREEMENT SHALL NOT REDUCE IN ANY RESPECT BORROWER'S
OBLIGATIONS AND LIABILITIES UNDER THE NOTE, THE SECURITY DOCUMENTS AND THE
OTHER LOAN DOCUMENTS SHOULD SUCH PAYMENT BE EVER RESCINDED OR RETURNED BY
LENDER FOR ANY REASON WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, THE
INSOLVENCY, BANKRUPTCY OR REORGANIZATION OF INDEMNITOR).

          (h)  No Limitation on Liability.  Indemnitor hereby consents and
agrees that Lender may at any time and from time to time without further
consent from Indemnitor do any of the following events, and the liability of
Indemnitor under this Agreement shall be unconditional and absolute and shall
in no way be impaired or limited by any of the following events, whether
occurring with or without notice to Indemnitor or with or without
consideration: (i) any extensions of time for performance required by any of
the Loan Documents or extension or renewal of the Note; (ii) any sale,
assignment or foreclosure of the Note, the Security Documents or any of the
other Loan Documents or any sale or transfer of the Collateral; (iii) any
change in the composition of Borrower, including, without limitation, the
withdrawal or removal of Indemnitor from any current or future position of
ownership, management or control of Borrower; (iv) the accuracy or inaccuracy
of the representations and warranties made by Indemnitor herein or by
Borrower in any of the Loan Documents; (v) the release of Borrower or of any
other person or entity from performance or observance of any of the
agreements, covenants, terms or conditions contained in any of the Loan
Documents by operation of law, Lender's voluntary act or otherwise; (vi) the
release or substitution in whole or in part of any security for the Loan;
(vii) Lender's failure to record the Security Documents or to file any
financing statement (or Lender's improper recording or filing thereof) or to
otherwise perfect, protect, secure or insure any lien or security interest
given as security for the Loan; (viii) the modification of the terms of any
one or more of the Loan Documents; or (ix) the taking or failure to take any
action of any type whatsoever.  No such action which Lender shall take or
fail to take in connection with the Loan Documents or any collateral for the
Loan, nor any course or dealing with Borrower or any other person, shall
limit, impair or release Indemnitor's obligations hereunder, effect this
Agreement in any way or afford Indemnitor any recourse against Lender. 
Nothing contained in Section shall be construed to require Lender to take or
refrain from taking any action referred to herein.

          (i)  Entire Agreement; Amendment; Severability.  This Agreement
contains the entire agreement between the parties respecting the matters
herein set forth and supersedes all prior agreements, whether written or
oral, between the parties respecting such matters.  Any amendments or
modifications hereto, in order to be effective, shall be in writing and
executed by the parties hereto.  A determination that any provision of this
Agreement is unenforceable or invalid shall not affect the enforceability or
validity of any other provision, and any determination that the application
of any provision of this Agreement to any person or circumstance is illegal
or unenforceable shall not affect the enforceability or validity of such
provision as it may apply to any other persons or circumstances.

          (j)  Governing Law; Binding Effect; Waiver of Acceptance.  This
Agreement shall be governed by and construed in accordance with the laws of
the State of New York, except to the extent that the applicability of any of
such laws may now or hereafter be preempted by Federal law, in which case
such Federal law shall so govern and be controlling.  This Agreement shall
bind Indemnitor and the heirs, personal representatives, successors and
assigns of Indemnitor and shall inure to the benefit of Lender and the
officers, directors, shareholders, agents and employees of Lender and their
respective heirs, successors and assigns.  Without limiting the foregoing,
this Agreement is assignable by Lender in whole or in part in conjunction
with any assignment of the Note or portions thereof, and any assignment
hereof or any transfer or assignment of the Note or portions thereof by
Lender shall operate to vest in any such assignee the rights and powers, in
whole or in part, as appropriate, herein conferred upon and granted to
Lender.  Notwithstanding the foregoing, Indemnitor shall not assign any of
its rights or obligations under this Agreement without the prior written
consent of Lender, which consent may be withheld by Lender in its sole
discretion.  Indemnitor hereby waives any acceptance of this Agreement by
Lender, and this Agreement shall immediately be binding upon Indemnitor.

          (k)  Notice.  All notices, demands, requests or other
communications to be sent by one party to the other hereunder or required by
law shall be in writing and shall be deemed to have been validly given or
served by delivery of the same in person to the intended addressee, or by
depositing the same with Federal Express or another reputable private courier
service for next business day delivery to the intended addressee at its
address set forth on the first page of this Agreement or at such other
address as may be designated by such party as herein provided, or by
depositing the same in the United States mail, postage prepaid, registered or
certified mail, return receipt requested, addressed to the intended addressee
at its address set forth on the first page of this Agreement or at such other
address as may be designated by such party as herein provided.  All notices,
demands and requests shall be effective upon such personal delivery, or one
(1) business day after being deposited with the private courier service, or
two (2) business days after being deposited in the United States mail as
required above.  Rejection or other refusal to accept or the inability to
deliver because of changed address of which no notice was given as herein
required shall be deemed to be receipt of the notice, demand or request sent. 
By giving to the other party hereto at least fifteen (15) days' prior written
notice thereof in accordance with the provisions hereof, the parties hereto
shall have the right from time to time to change their respective addresses
and each shall have the right to specify as its address any other address
within the United States of America.

          (l)  No Waiver; Time of Essence; Business Day.    The failure of
any party hereto to enforce any right or remedy hereunder, or to promptly
enforce any such right or remedy, shall not constitute a waiver thereof nor
give rise to any estoppel against such party nor excuse any of the parties
hereto from their respective obligations hereunder.  Any waiver of such right
or remedy must be in writing and signed by the party to be bound.  This
Agreement is subject to enforcement at law or in equity, including actions
for damages or specific performance.  Time is of the essence hereof.  

          (m)  Captions for Convenience.  The captions and headings of the
sections and paragraphs of this Agreement are for convenience of reference
only and shall not be construed in interpreting the provisions hereof.

          (n)  Attorneys' Fees.  In the event it is necessary for Lender to
retain the services of an attorney or any other consultants in order to
enforce this Agreement, or any portion thereof, Indemnitor agrees to pay to
Lender any and all reasonable costs and expenses, including, without
limitation, reasonable attorneys' fees, incurred by Lender as a result
thereof and such costs, fees and expenses shall be included in Costs.

          (o)  Successive Actions.  A separate right of action hereunder
shall arise each time Lender acquires knowledge of any matter indemnified or
guaranteed by Indemnitor under this Agreement.  Separate and successive
actions may be brought hereunder to enforce any of the provisions hereof at
any time and from time to time.  No action hereunder shall preclude any
subsequent action, and Indemnitor hereby waives and covenants not to assert
any defense in the nature of splitting of causes of action or merger of
judgments.

          (p)  Reliance.  Lender would not make the Loan to Borrower without
this Agreement.  Accordingly, Indemnitor intentionally and unconditionally
enters into the covenants and agreements as set forth above and understands
that, in reliance upon and in consideration of such covenants and agreements,
the Loan shall be made and, as part and parcel thereof, specific monetary and
other obligations have been, are being and shall be entered into which would
not be made or entered into but for such reliance.

          (q)  SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.

               (1)  INDEMNITOR, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY
KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF
COMPETENT COUNSEL, (A) SUBMITS TO PERSONAL JURISDICTION IN THE STATE OF NEW
YORK OVER ANY SUIT, ACTION OR PROCEEDING BY ANY PERSON ARISING FROM OR
RELATING TO THIS AGREEMENT, (B) AGREES THAT ANY SUCH ACTION, SUIT OR
PROCEEDING MAY BE BROUGHT IN THE STATE OF NEW YORK OR ANY FEDERAL COURT OF
COMPETENT JURISDICTION SITTING THEREIN, (C) SUBMITS TO THE JURISDICTION OF
SUCH COURTS, AND, (D) TO THE FULLEST EXTENT PERMITTED BY LAW, AGREES THAT
NEITHER OF THEM WILL BRING ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER FORUM
(BUT NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER TO BRING ANY ACTION,
SUIT OR PROCEEDING IN ANY OTHER PROPER FORUM).  INDEMNITOR FURTHER CONSENTS
AND AGREES TO SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY
SUCH SUIT, ACTION OR PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE
PREPAID, TO THE INDEMNITOR AT THE ADDRESS FOR NOTICES DESCRIBED IN SECTION
5(k) HEREOF, AND CONSENTS AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE IN
EVERY RESPECT VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT
THE VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED
BY LAW). 

               (2)  INDEMNITOR, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY
KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF
COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER FORGOES THE RIGHT TO A
TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN
ANY WAY RELATING TO THIS AGREEMENT OR ANY CONDUCT, ACT OR OMISSION OF LENDER
OR INDEMNITOR, OR ANY OF THEIR DIRECTORS, OFFICERS, PARTNERS, MEMBERS,
EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH LENDER
OR INDEMNITOR, IN EACH OR THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT,
TORT OR OTHERWISE.

          (r)  Waiver by Indemnitor.  Indemnitor covenants and agrees that,
upon the commencement of a voluntary or involuntary bankruptcy proceeding by
or against Borrower, Indemnitor shall not seek or cause Borrower or any other
person or entity to seek a supplemental stay or other relief, whether
injunctive or otherwise, pursuant to 11 U.S.C. Section 105 or any other
provision of the Bankruptcy Reform Act of 1978, as amended, or any other
debtor relief law, (whether statutory, common law, case law or otherwise) of
any jurisdiction whatsoever, now or hereafter in effect, which may be or
become applicable, to stay, interdict, condition, reduce or inhibit the
ability of Lender to enforce any rights of Lender against Indemnitor by
virtue of this Agreement or otherwise.  

          (s)  Joint and Several Liability.  Notwithstanding anything to the
contrary herein, the representations, warranties, covenants and agreements
made by each of the persons comprising Indemnitor herein, and the liability
of each of the persons comprising Indemnitor hereunder, is joint and several.

     IN WITNESS WHEREOF, Indemnitor has executed this Indemnity Agreement
under seal as of the day and year first above written.

                              WELLSFORD COMMERCIAL PROPERTIES TRUST, a
                              Maryland real estate investment trust


                              By: /s/ Gregory F. Hughes
                                  --------------------------------------
                                  Name:  Gregory F. Hughes
                                  Title: CFO & Treasurer



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                              WHWEL REAL ESTATE LIMITED PARTNERSHIP

                              By:   WHATR Gen-Par, Inc., General Partner


                                 By:/s/ Alan S. Kava
                                    -----------------------------------
                                    Name:  Alan S. Kava
                                    Title: Vice President