June 12, 1991 Cohen & Steers Capital Management, Inc. 757 Third Avenue New York, New York, 10017 Dear Sirs: Cohen & Steers Realty Shares, Inc. (the 'Fund') hereby accepts your offer to purchase 4,000 shares at a price of $25.00 per share for an...

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                     ▇▇▇▇▇ & Steers Realty Shares, Inc.
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                                          June 12, 1991

▇▇▇▇▇ & Steers
  Capital Management, Inc.
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Dear Sirs:

    ▇▇▇▇▇ & Steers Realty Shares, Inc. (the 'Fund') hereby accepts your offer to
purchase 4,000 shares at a price of $25.00 per share for an aggregate purchase
price of $100,000. This Agreement is subject to the understanding that you have
no present intention of selling or redeeming the shares so acquired.

    Any redemption of these shares by you will be reduced by a pro rate portion
of any then unamortized organization expenses of the Fund. This proration will
be calculated by dividing the number of shares to be redeemed by the aggregate
number of shares held which represent the initial capital of the Fund.

                                          Sincerely,

                                          ▇▇▇▇▇ & STEERS REALTY SHARES, INC.

                                          By:  ▇▇▇▇▇▇ ▇▇▇▇▇, President
                                               .................................

Accepted:

▇▇▇▇▇ & STEERS REALTY SHARES, INC.

By: ▇▇▇▇▇▇ ▇▇▇▇▇
    .................................
                President