WARRANT SALE AGREEMENT

                             WARRANT SALE AGREEMENT

         This WARRANT SALE AGREEMENT is dated as of December 21, 2000 (this
"Agreement"), by and between Wellsford Real Properties, Inc., a Maryland
corporation ("WRP"), and W/W Group Holdings, L.L.C., a Delaware limited
liability company ("Holding Co.").

         Reference is hereby made to that certain Warrant Agreement, dated as
May 28, 1999, by and between WRP and the Warrant Agent, (the "Warrant
Agreement"). Capitalized terms not defined in this Agreement shall have the
meanings set forth in the Warrant Agreement.

         For one dollar ($1.00) and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by the parties hereto,
Holding Co. hereby grants, sells, conveys, assigns and transfers to WRP all of
Holding Co.'s right, title and interest in and to all of the Warrants evidenced
by the Warrant Certificate(s) issued to Holding Co. in accordance with the
Warrant Agreement.

         Holding Co. hereby represents, warrants and agrees that:

                  (a) it is the sole legal and beneficial owner of the Warrants
         and has not created any liens, claims or encumbrances against such
         Warrants and hereby transfers such Warrants to WRP free and clear of
         all liens, claims or encumbrances;

                  (b) it is familiar with the business and financial condition
         of WRP and has made such inquiries and received such information as it
         deemed necessary in connection with the sale of the Warrants to WRP,
         and that it had an opportunity to ask questions of, and receive answers
         from, officers of WRP concerning WRP and its financial condition;

                  (c) the Warrants are being sold to WRP in connection with the
         transactions referred to in the First Amendment to the Limited
         Liability Company Operating Agreement of Wellsford/Whitehall Group,
         L.L.C., dated as of the date hereof, and as an inducement for WRP to
         enter into such agreement.






         This Agreement shall be governed by the internal laws of the State of
New York.

         This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.






                                       -2-





         IN WITNESS WHEREOF, the parties hereto have cause this Agreement to be
duly executed, as of the day and year first above written.

                                    WELLSFORD REAL PROPERTIES, INC.


                                    By:  /s/ Xxxxxx Xxxxxxxxx
                                         ---------------------------------------
                                         Name:  Xxxxxx Xxxxxxxxx
                                         Title: President


                                    W/W GROUP HOLDINGS, L.L.C.


                                    By:  /s/ Xxxxxx Xxxxxxxxx
                                         ---------------------------------------
                                         Name:  Xxxxxx Xxxxxxxxx
                                         Title: Vice President