Indemnity and Guaranty Agreement

INDEMNITY AND GUARANTY AGREEMENT




                     INDEMNITY AND GUARANTY AGREEMENT
                                (Revolver)

     THIS INDEMNITY AND GUARANTY AGREEMENT (this "Agreement"), made as of
the _____ day of December, 1997, 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, L.L.C. ("Borrower"), has
obtained a revolving credit loan in the principal amount of One Hundred
Fifty Million and No/100 Dollars ($150,000,000.00) (the "Loan") from
Lender;

     WHEREAS, the Loan has been made pursuant to the terms and conditions
of that certain Revolving Credit Agreement, of even date herewith, by and
between Borrower 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 an 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, 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, 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 or any other person or entity in connection
with leases of all or any portion of the Collateral which are not applied
in accordance with the terms of the applicable lease or other agreement;

          (d)  Rent and other payments received from tenants under leases
of all or any portion of the Collateral paid more than one month in
advance;

          (e)  Rents, issues, profits and revenues 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 either applied to the ordinary and
necessary expenses of owning and operating the Collateral or paid to
Lender;

          (f)  Damage to the Collateral as a result of the intentional
misconduct or gross negligence of Borrower or any of its principals,
officers 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 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 retaining funds directly or indirectly or making
distributions to its members as a result of which Borrower 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 Collateral which
would be superior to the lien or security title of the Security Documents
or the other Loan Documents; and

          (h)  Fraud or intentional misrepresentation by Borrower or any of
its principals, 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, any principal,
officer or partner of Borrower, 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;

          EDG  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.

          (b)  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/Edward Lowenthal
                                 ______________________________
                                    Edward Lowenthal, President



                              WHWEL REAL ESTATE LIMITED PARTNERSHIP

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


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