Wellsford Real Properties, Inc.
                         32 Rip Road, Hanover, NH 03755
                      Ph: 603-643-4102; Fax: 603-643-9021
                        E-mail: Rodney.DuBois@valley.net

March 10, 2001


Mr. Jeffrey H. Lynford, Chairman
Mr. Edward Lowenthal, President
Wellsford Real Properties, Inc.
535 Madison Avenue
New York, NY  10022


Dear Jeff and Ed,

As we have  discussed,  we have  decided  to extend  the term of the  Employment
Agreement dated May 3, 1999 so that the term will be through  December 31, 2001.
I understand that in the event of a "change of control" transaction prior to the
end of the term, you would intend to terminate the employment  sooner, in accord
with the change of control  provisions  of the  contract.  My Cash  Compensation
shall be $16,667 per month for the extension period,  plus bonus for 2001 at the
rate of the average  bonus award paid with respect to the first 20 months of the
contract (1999 and 2000),  subject of course to such bonus being approved by the
Board. There will be no further stock awards in connection with the extension of
the term.

I look  forward  to  working  with you on these  strategic  issues in the months
ahead.  Please confirm your agreement with these modifications to the Employment
Agreement by signing and returning a copy of this letter to me.

Sincerely,

/s/ Rodney F. Du Bois
- ---------------------
Rodney F. Du Bois

AGREED AND ACCEPTED:


/s/ Jeffrey H. Lynford         3/10/01   /s/ Edward Lowenthal           3/10/01
- ----------------------         -------   --------------------           -------
Jeffrey H. Lynford, Chairman    date     Edward Lowenthal, President      date
Wellsford Real Properties, Inc.          Wellsford Real Properties, Inc.