0001038222-06-000005 Sample Contracts

BUILDING LOAN MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT
Building Loan Mortgage, Assignment of Rents and Security Agreement • March 16th, 2006 • Wellsford Real Properties Inc • Real estate investment trusts

This BUILDING LOAN MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (hereafter referred to as “Mortgage”) made as of December 15, 2005, by and between, Claverack Housing Ventures, LLC, whose address is c/o Wellsford Real Properties, Inc., 535 Madison Avenue, 26th Floor, New York, New York 10022 (“Mortgagor”) and Wachovia Bank, National Association, a national banking association, whose address is 12 East 49th Street, 42nd Floor, New York, New York 10017 (“Bank”).

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UNCONDITIONAL GUARANTY
Unconditional Guaranty • March 16th, 2006 • Wellsford Real Properties Inc • Real estate investment trusts

Claverack Housing Ventures, LLC c/o Wellsford Real Properties, Inc. 535 Madison Avenue, 26th Floor New York, New York 10022 (Hereinafter referred to as “Borrower”) Frank J. Sciame c/o Sciame Development, Inc. 80 South Street New York, New York 10038 Wellsford Real Properties, Inc. 535 Madison Avenue 26th Floor New York, New York 10022 (Frank J. Sciame and Wellsford Real Properties, Inc. being hereinafter referred to individually and collectively as “Guarantor”) Wachovia Bank, National Association 12 East 49th Street 42nd Floor New York, New York 10017 (Hereinafter referred to as “Bank”)

AMENDED AND RESTATED MORTGAGE NOTE
Mortgage Note • March 16th, 2006 • Wellsford Real Properties Inc • Real estate investment trusts

Claverack Housing Ventures, LLC c/o Wellsford Real Properties 535 Madison Avenue, 26th Floor New York, New York 10022 (Individually and collectively “Borrower”) Wachovia Bank, National Association 12 East 49th Street 42nd Floor New York, New York 10017 (Hereinafter referred to as “Bank”) Borrower promises to pay to the order of Bank, in lawful money of the United States of America, at its office indicated above or wherever else Bank may specify, the sum of Three Hundred Seventy-Six Thousand Six Hundred Twenty Seven and 13/100 Dollars $376,627.13) or such sum as may be advanced and outstanding from time to time, with interest on the unpaid principal balance at the rate and on the terms provided in this Amended and Restated Mortgage Note (including all renewals, extensions or modifications hereof, this “Note”). AMENDMENT AND RESTATEMENT. This Note amends and restates in its entirety the note dated as of March 10, 2003 given by Millbrook Road, LLC to The Arnold Family Limi

BUILDING LOAN MORTGAGE NOTE
Building Loan Mortgage Note • March 16th, 2006 • Wellsford Real Properties Inc • Real estate investment trusts

Claverack Housing Ventures, LLC c/o Wellsford Real Properties 535 Madison Avenue, 26th Floor New York, New York 10022 (Individually and collectively “Borrower”) Wachovia Bank, National Association 12 East 49th Street 42nd Floor New York, New York 10017 (Hereinafter referred to as “Bank”) Borrower promises to pay to the order of Bank, in lawful money of the United States of America, at its office indicated above or wherever else Bank may specify, the sum of One Million Six Hundred Twenty- Three Thousand Three Hundred Seventy Two and 87/100 Dollars $1,623,372.87) or such sum as may be advanced and outstanding from time to time, with interest on the unpaid principal balance at the rate and on the terms provided in this Building Loan Mortgage Note (including all renewals, extensions or modifications hereof, this “Note”). BUILDING LOAN AGREEMENT. This Note is subject to the provisions of that certain Building Loan Agreement between Bank and Borrower of even date herewith, a

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