SHELBOURNE PROPERTIES I INC
EXHIBIT 10.4 - CONTRIB. & CROSS INDEM. AGMT
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<TYPE>EX-10
<SEQUENCE>7
<FILENAME>ex10-4.txt
<DESCRIPTION>EXHIBIT 10.4 - CONTRIB. & CROSS INDEM. AGMT
<TEXT>
                                                                    Exhibit 10.4

                CONTRIBUTION AND CROSS-INDEMNIFICATION AGREEMENT

     THIS CONTRIBUTION AND CROSS-INDEMNIFICATION AGREEMENT (this "Agreement") is
entered into as of the 30th day of April, 2002 by and among Shelbourne
Properties I, L.P. ("Shelbourne I"), a Delaware limited partnership, having an
address at c/o First Winthrop Corp., 7 Bulfinch Place, Suite 500, P.O. Box 9507,
Boston Massachusetts 02114, Shelbourne Properties II, L.P. ("Shelbourne II"), a
Delaware limited partnership, having an address at c/o First Winthrop Corp., 7
Bulfinch Place, Suite 500, P.O. Box 9507, Boston Massachusetts 02114, Shelbourne
Properties III, L.P. ("Shelbourne III"), a Delaware limited partnership, having
an address at c/o First Winthrop Corp., 7 Bulfinch Place, Suite 500, P.O. Box
9507, Boston Massachusetts 02114 and The Parties Set Forth On Schedule I annexed
hereto (each, an "Existing Other Borrower" and collectively, the "Existing Other
Borrowers").

                              W I T N E S S E T H:

     WHEREAS, concurrently herewith, Bayerische Hypo-Und Vereinsbank AG, New
York Branch, as a lender ("Bank") has made a loan (the "Loan") to the Borrowers
(defined below) in the maximum principal sum of Seventy Five Million Dollars
($75,000,000.00) (the "Original Loan Amount") in accordance with that certain
Revolving Credit Agreement of even date herewith among the Borrowers and Bank as
agent for itself and the other Lenders party thereto from time to time
(collectively, the "Lenders") (the "Loan Agreement"), which Loan Agreement
provides for, among other things, the funding of additional amounts (each, an
"Additional Loan Amount") to one or more of the Borrowers;

     WHEREAS, the Loan is evidenced by that(those) certain promissory note(s) of
even date herewith made by the Borrowers in the original principal amount of
Seventy Five Million Dollars ($75,000,000.00) (the "Promissory Note");

     WHEREAS, each Borrower is jointly and severally liable for the payment of
the entire Loan and the performance of the Borrowers' collective obligations
under the Loan Documents (as defined below) and, pursuant to the terms of the
Loan Documents, the Borrowers' obligations under the Loan Documents are secured
by certain collateral (the "Collateral") mortgaged and/or pledged to Lenders,
which Collateral is more particularly described in the Loan Documents and
includes, inter alia (x) the Applicable Properties (defined below) and (y) each
Operating Borrower's (as defined below) ownership interests in the Other
Borrowers (defined below) in which such Operating Borrower possesses ownership
interests.

     WHEREAS, each of the Other Borrowers is owned, directly or indirectly, by
one or more of Shelbourne I, Shelbourne II and/or Shelbourne III (each an
"Operating Borrower"; and two or more of which, the "Operating Borrowers");

     WHEREAS, each Operating Borrower will derive substantial benefits by reason
of the Loan, which benefits include, inter alia, (i) the ability of the
Borrowers to obtain the Loan at a favorable interest rate and (ii) the ability
of each Operating Borrower to pay off existing debt at a time that will enable
each such Operating Borrower to do so at a discount; and

     WHEREAS, the Operating Borrowers wish to provide for certain contribution
and indemnification obligations among the Operating Borrowers in connection with
the Loan Documents.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Operating Borrowers agree as
follows:

     1. DEFINITIONS. For the purposes of this Agreement, the following terms
shall have the following meanings:

          "Applicable Property" shall mean each of the properties listed on
     Schedule II annexed hereto (each, an "Initial Applicable Property), each of
     which is owned by one or more of the Borrowers; provided, however, that if,
     pursuant to the terms of the Loan Documents,

               (I) one or more other properties (each, an "Additional Applicable
          Property") is(are) mortgaged to Lenders (or the interest(s) of the
          owner(s) thereof is(are) pledged to Lenders) and thereby become(s)
          part of the Collateral, then effective as of the date on which each
          such Additional Applicable Property becomes part of the Collateral
          (the "Additional Applicable Property Effective Date" ), (i) each such
          Additional Applicable Property shall constitute an Applicable
          Property, and (ii) each entity that owns an Additional Applicable
          Property shall become a Borrower under the Loan Documents, and

               (II) one or more letters of credit (each, an "Alternative
          Applicable Property") is(are) delivered to Lenders as part of the
          Collateral, then effective as of the date on which each such
          Alternative Applicable Property becomes part of the Collateral (the
          "Alternative Applicable Property Effective Date" ), (i) each such
          Alternative Applicable Property shall constitute an Applicable
          Property, and (ii) each entity that owns an Alternative Applicable
          Property shall become a Borrower under the Loan Documents, and

               (III) any property (or the interest(s) of the owner thereof)
          which constitutes an Applicable Property is transferred (and thereby
          is no longer part of the Collateral), then from and after the
          effective date of such transfer (the "Applicable Property Transfer
          Date"), (i) such property (each, a "Transferred Applicable Property")
          shall no longer constitute an Applicable Property and (ii) each entity
          that owns such Transferred Applicable Property (and that does not own
          any other Applicable Property) shall no longer be a Borrower under the
          Loan Documents.

          The term "Applicable Properties" shall have the corresponding plural
     meaning.

                                      -2-

          "Applicable Property Value" shall mean, (i) with respect to each
     Initial Applicable Property, the "Allocated Loan Amount" (as such term is
     defined in the Loan Documents) applicable to such Initial Applicable
     Property as shown on Schedule II attached hereto and (ii) with respect to
     any Additional Applicable Property or Alternative Applicable Property, the
     Allocated Loan Amount which, pursuant to the terms of the Loan Documents,
     is allocated to such Additional Applicable Property or Alternative
     Applicable Property (as the case may be).

          "Borrowers" shall mean, collectively, the following entities (each, a
     "Borrower"): (i) the Operating Borrowers, (ii) the Existing Other
     Borrowers, (iii) effective as of the Additional Applicable Property
     Effective Date applicable to any Additional Applicable Property, each
     entity that owns such Additional Applicable Property, and (iv) effective as
     of the Alternative Applicable Property Effective Date applicable to any
     Alternative Applicable Property, each entity that owns such Alternative
     Applicable Property; provided, however, that effective as of the Applicable
     Property Transfer Date applicable to any Transferred Applicable Property,
     each entity that owns such Transferred Applicable Property (and that does
     not own any other Applicable Property as of such date) shall no longer be a
     Borrower.

          "Other Borrowers" shall mean the Borrowers, other than the Operating
     Borrowers.

          "Ownership Percentage" shall mean, as of any date with respect to each
     Operating Borrower and any Other Borrower in which such Operating Borrower
     possesses a direct or indirect ownership interest as of such date, such
     Operating Borrower's percent ownership interest in such Other Borrower as
     of such date.

          "Allocated Additional Loan Amount" shall mean, (i) with respect to
     each Operating Borrower and any Additional Loan Amount funded by Lenders to
     such Operating Borrower, an amount equal to such Additional Loan Amount and
     (ii) with respect to each Operating Borrower and any Additional Loan Amount
     funded by Lenders to any Other Borrower in which such Operating Borrower
     possesses a direct or indirect ownership interest, an amount equal to the
     product of (x) such Additional Loan Amount, multiplied by (y) such
     Operating Borrower's Ownership Percentage of such Other Borrower as of the
     date such Additional Loan Amount is funded.

          "Majority -In-Interest" shall mean, as of any date, the Borrower(s)
     who, as of such date, own(s), directly or indirectly, at least 51% of the
     sum of the Applicable Property Values of all of the Applicable Properties
     as of such date. If as of any date more than one Borrower owns an
     Applicable Property, then for the purposes of this definition, the portion
     of the Applicable Property Value of such Applicable Property owned by each
     such Borrower shall be equal to each such Borrower's percentage ownership
     interest in such Applicable Property as of such date. (Schedule II annexed
     hereto sets forth each Borrower's percentage ownership interest in each
     Initial Applicable Property as of the date of this Agreement.) Any act or
     decision that may be taken or made by the Majority-In-Interest may be taken
     or made by the Operating Borrower(s) who own(s) the Borrowers which
     constitute the Majority-In-Interest.

                                      -3-

          "Loan Documents" shall mean, collectively, the Loan Agreement, the
     Promissory Note and all of the other documents that are related to and that
     are executed in connection with the Loan.

          "Principal Due Date" shall mean the earliest to occur of the following
     dates: (i) the scheduled maturity date of the Loan, as set forth in the
     Loan Documents, (ii) the date to which the repayment of the Loan is
     accelerated by Lenders for any reason, including, without limitation, by
     reason of one or more defaults under the Loan Documents, and (iii) the date
     on which the Loan is prepaid as a result of the election of the
     Majority-In-Interest to prepay the Loan prior to the scheduled maturity
     date.

          "Desired Loan Amount" shall mean (i) with respect to Shelbourne I,
     $24,380,216.72, (ii) with respect to Shelbourne II, $30,454,436.85, and
     (iii) with respect to Shelbourne III, $20,165,346.43.

          "Other Fees and Expenses" shall mean, collectively, all fees and
     expenses payable to Lenders under the Loan Documents, other than principal,
     interest and default interest/penalty amounts.

     2. PURPOSE/INTENT OF AGREEMENT. (a) Instead of the Loan, the Operating
Borrowers would have preferred to have obtained three separate loans from
Lenders, one to each Operating Borrower, each of which loans would have been in
a smaller amount than the Original Loan Amount, would have been the
obligation/liability only of the Operating Borrower to which it was made and
would have been secured only by such Operating Borrower's assets. Specifically,
each Operating Borrower would have preferred to have obtained its own loan from
Lenders in such Operating Borrower's Desired Loan Amount. Lenders, however,
would not agree to make three separate loans. Therefore, because each of the
Operating Borrowers will derive substantial benefits from the making of the Loan
as above set forth (above the benefits that they likely would have realized if
they had obtained three separate loans from a different Lenders), each Operating
Borrower has agreed (i) to the making of the Loan in the manner and utilizing
the structure required by the Lenders and (ii) to be jointly and severally
liable for the Borrowers' collective obligations under the Loan Documents.
Accordingly, to place the Operating Borrowers in the same position (among each
other) as each would have been had they obtained three separate loans, the
Operating Borrowers are entering into this Agreement which, among other things,
(i) sets forth and implements their agreement that, as among the Operating
Borrowers, each Operating Borrower's obligations to pay directly (or indirectly
through the Other Borrowers) principal, interest and Other Fees and Expenses
under the Loan is limited to the amount of principal, interest and Other Fees
and Expenses such Operating Borrower would have had to pay Lenders if such
Operating Borrower had obtained a separate loan from Lenders on all of the same
terms and conditions of the Loan, but in an amount equal to (x) the Desired Loan
Amount applicable to such Operating Borrower, plus (y) the sum of all of such
Operating Borrower's Allocated Additional Loan Amounts (if any) and (ii)
provides for the reimbursement of any Operating Borrower, by one or both of the
other Operating Borrowers as provided below, for any amounts of principal and/or
interest and/or Other Fees and Expenses such Operating Borrower pays in excess
of the amount such Operating Borrower would have paid if such Operating Borrower
had obtained such a separate loan from Lenders.

                                      -4-

     (b) The following guidelines are being set forth for the purpose of
facilitating the implementation of the Operating Borrowers' agreement that, as
among the Operating Borrowers, (I) each Operating Borrower's obligation to pay
principal, interest and Other Fees and Expenses under the Loan is limited to the
amount of principal, interest and Other Fees and Expenses such Operating
Borrower would have had to pay Lenders if such Operating Borrower had obtained a
separate loan from Lenders on all of the same terms and conditions of the Loan,
but in an amount equal to (x) the Desired Loan Amount applicable to such
Operating Borrower, plus (y) the sum of all of such Operating Borrower's
Allocated Additional Loan Amounts (if any) and (II) any Operating Borrower which
directly (or indirectly through the Other Borrowers) causes the imposition of
default interest/penalty amount, shall be obligated to pay the full amount of
such default interest/penalty amount:

          A. GUIDELINES RELATING TO REPAYMENT OF PRINCIPAL

          (1) As among the Operating Borrowers, each Operating Borrower shall be
     responsible for the repayment of the portion of the principal amount due
     under the Loan in an amount equal to the amount of principal such Operating
     Borrower would have had to pay Lenders if such Operating Borrower had
     obtained a separate loan from Lenders on all of the same terms and
     conditions of the Loan, but in an amount equal to the sum of (i) such
     Operating Borrower's Desired Loan Amount, plus (ii) the sum of all of such
     Operating Borrower's Allocated Additional Loan Amounts (if any). If as of
     any Determination Date (as such term is defined in Section 3 below) an
     Operating Borrower repays (or, pursuant to these guidelines, is deemed to
     have repaid) a portion of the principal amount due under the Loan in excess
     of the principal amount for which such Operating Borrower is responsible
     pursuant to these guidelines, then such Operating Borrower, subject to and
     in accordance with the provisions of Section 3(a) below, shall be entitled
     to contribution from one or both of the other Operating Borrowers.

          (2) If an Operating Borrower, at any time and from time to time,
     repays (or, pursuant to these guidelines, is deemed to have repaid) any
     principal amount due under the Loan, then the amount so repaid shall first
     be deemed to have been repaid by such Operating Borrower wholly on account
     of the portion of the principal amount due under the Loan for which such
     Operating Borrower is responsible pursuant to these guidelines (it being
     agreed that, if as of any Determination Date, such Operating Borrower
     repays (or, pursuant to these guidelines, is deemed to have repaid) a
     portion of the principal amount due under the Loan in excess of the
     principal amount for which such Operating Borrower is responsible pursuant
     to these guidelines, then such Operating Borrower, subject to and in
     accordance with the provisions of Section 3(a) below, shall be entitled to
     contribution from one or both of the other Operating Borrowers).

          (3) If an Other Borrower, at any time and from time to time, repays
     any principal amount due under the Loan, then (x) if such Other Borrower is
     wholly owned by one Operating Borrower as of the date of such repayment,
     such Operating Borrower shall be deemed to have repaid principal in the
     amount of principal so repaid by such Other Borrower and (y) if such Other
     Borrower is owned (directly and/or indirectly) by more than one Operating
     Borrower as of the date of such repayment, each such Operating Borrower
     shall be deemed to have repaid principal in an amount equal to the product
     of (I) the amount of principal so repaid by such Other Borrower, multiplied
     by (II) such

                                      -5-

     Operating Borrower's Ownership Percentage in such Other Borrower as of the
     date of such repayment.

          (4) If Lenders realizes against the Collateral owned by any Operating
     Borrower, then the amount credited against the then outstanding principal
     balance of the Loan by the Lenders in connection with such realization
     shall be deemed to be a repayment of principal by such Operating Borrower
     in the amount so credited.

          (5) If Lenders realizes against the Collateral owned by any Other
     Borrower, then the amount credited against the then outstanding principal
     balance of the Loan by the Lenders in connection with such realization
     shall be deemed to be a repayment of principal by such Other Borrower in
     the amount so credited.

          (6) An Operating Borrower's "Nominal Principal Amount" shall mean, as
     of any date, an amount equal to (x) the Desired Loan Amount applicable to
     such Operating Borrower, plus (y) the sum of all of such Operating
     Borrower's Allocated Additional Loan Amounts (if any) as of such date.

          (7) An Operating Borrower's "Outstanding Nominal Principal Amount"
     shall mean, as of any date, (x) such Operating Borrower's Nominal Principal
     Amount as of such date, minus (y)the aggregate amount of principal repaid
     (or deemed to have been repaid) by such Operating Borrower as of such date.

          B. GUIDELINES RELATING TO PAYMENT OF INTEREST

          (1) As among the Operating Borrowers, each Operating Borrower shall be
     responsible for paying the portion of the interest payable under the Loan
     during any period in an amount equal to the amount of interest that would
     have been payable for such period if (i) such Operating Borrower had
     obtained a separate loan from Lenders on all of the same terms and
     conditions of the Loan, (ii) the outstanding principal balance of such loan
     for such period was equal to such Operating Borrower's Outstanding Nominal
     Principal Amount in effect from time to time during such period, and (iii)
     the interest payable for such period was based upon the Interest Period(s)
     and Applicable Interest Rate(s) (as such terms are defined in the Loan
     Documents) in effect during such period under the Loan with respect to such
     Operating Borrower and the Other Borrowers in which such Operating Borrower
     possesses an ownership interest. If an Operating Borrower pays (or,
     pursuant to these guidelines, is deemed to have paid) a portion of the
     interest payable under the Loan during any period in excess of the portion
     of such interest for which such Operating Borrower is responsible pursuant
     to these guidelines, then such Operating Borrower, subject to and in
     accordance with the provisions of Section 3(b) below, shall be entitled to
     contribution from one or both of the other Operating Borrowers.

          (2) If an Operating Borrower, at any time and from time to time, pays
     (or, pursuant to these guidelines, is deemed to have paid) any interest due
     under the Loan for any period, then the amount so paid first shall be
     deemed to have been paid by such Operating Borrower wholly on account of
     the portion of the interest due under the Loan for such period for which
     such Operating Borrower is responsible pursuant to these

                                      -6-

     guidelines (it being agreed that if such Operating Borrower pays (or,
     pursuant to these guidelines, is deemed to have paid) a portion of the
     interest payable under the Loan during any period in excess of the portion
     of such interest for which such Operating Borrower is responsible pursuant
     to these guidelines, then such Operating Borrower, subject to and in
     accordance with the provisions of Section 3(b) below, shall be entitled to
     contribution from one or both of the other Operating Borrowers).

          (3) If an Other Borrower, at any time and from time to time, pays any
     interest due under the Loan for any period, then (x) if such Other Borrower
     is wholly owned by one Operating Borrower as of the date of such payment,
     such Operating Borrower shall be deemed to have paid interest in the amount
     of interest so paid by such Other Borrower and (y) if such Other Borrower
     is owned (directly and/or indirectly) by more than one Operating Borrower
     as of the date of such payment, each such Operating Borrower shall be
     deemed to have paid interest in an amount equal to the product of (I) the
     amount of interest so paid by such Other Borrower, multiplied by (II) such
     Operating Borrower's Ownership Percentage in such Other Borrower as of the
     date of such payment.

          (4) An Operating Borrower's "Required Interest Amount" shall mean, for
     any period, the portion of the interest payable under the Loan for such
     period for which such Operating Borrower is responsible pursuant to these
     guidelines.

          C. GUIDELINES RELATING TO PAYMENT OF OTHER FEES AND EXPENSES

          (1) If Other Fees and Expenses are incurred on account of the acts or
     omissions of an Operating Borrower or on account of the Applicable
     Properties wholly owned by such Operating Borrower, then such Operating
     Borrower shall be responsible for paying such Other Fees and Expenses. If
     Other Fees and Expenses are incurred on account of the acts or omissions of
     one or more Other Borrowers or on account of the Applicable Properties
     owned by one or more Other Borrowers, then each Operating Borrower who
     possesses an ownership interest in such Other Borrowers (or any of them)
     shall be responsible for paying a portion of such Other Fees and Expenses
     in an amount equal to the product of (x) the total amount of such Other
     Fees and Expenses, multiplied by (y) the sum of such Operating Borrower's
     Percentage Ownership in all such Other Borrowers as of the date such Other
     Fees and Expenses are incurred.

          (2) If Other Fees and Expenses are incurred generally under the Loan
     (and not on account of the acts or omissions of one or more Borrowers or on
     account of the Applicable Properties owned by one or more Borrowers), then
     each Operating Borrower shall be responsible for paying its Proportionate
     Share (defined below), as of the date such Other Fees and Expenses are
     incurred, of such Other Fees and Expenses. An Operating Borrower's
     "Proportionate Share" shall mean, as of any date, a fraction, expressed as
     a percentage, the numerator of which is equal to such Operating Borrower's
     Outstanding Nominal Principal Amount as of such date and the denominator of
     which is equal to the sum of all of the Operating Borrowers' Outstanding
     Nominal Principal Amounts as of such date.

                                      -7-

          (3) If an Operating Borrower, at any time and from time to time, pays
     (or, pursuant to these guidelines, is deemed to have paid) Other Fees and
     Expenses, then the amount so paid first shall be deemed to have been paid
     by such Operating Borrower wholly on account of the Other Fees and Expenses
     for which such Operating Borrower is responsible pursuant to these
     guidelines (it being agreed that if such Operating Borrower pays (or,
     pursuant to these guidelines, is deemed to have paid) Other Fees and
     Expenses in excess of the amount of the Other Fees and Expenses for which
     such Operating Borrower is responsible pursuant to these guidelines, then
     such Operating Borrower, subject to and in accordance with the provisions
     of Section 3(c) below, shall be entitled to contribution from one or both
     of the other Operating Borrowers).

          (4) If an Other Borrower, at any time and from time to time, pays any
     Other Fees and Expenses, then (x) if such Other Borrower is wholly owned by
     one Operating Borrower as of the date of such payment, such Operating
     Borrower shall be deemed to have paid such Other Fees and Expenses in the
     amount of same so paid by such Other Borrower, and (y) if such Other
     Borrower is owned (directly and/or indirectly) by more than one Operating
     Borrower as of the date of such payment, each such Operating Borrower shall
     be deemed to have paid such Other Fees and Expenses in an amount equal to
     the product of (I) the amount of such Other Fees and Expenses so paid by
     such Other Borrower, multiplied by (II) such Operating Borrower's Ownership
     Percentage in such Other Borrower as of the date of such payment.

          D GUIDELINES RELATING TO PAYMENT OF DEFAULT INTEREST/PENALTY AMOUNTS

          (1) If any default interest/penalty amounts are payable under the Loan
     Documents on account of the failure of an Operating Borrower to pay timely
     the amounts due from it, then such Operating Borrower shall be responsible
     for paying such default interest/penalty amounts. If any default
     interest/penalty amounts are payable under the Loan Documents on account of
     the failure of one or more Other Borrowers to pay timely the amounts due
     from it(them), then each Operating Borrower who possesses an ownership
     interest in such Other Borrowers (or any of them) shall be responsible for
     paying a portion of such default interest/penalty amounts in an amount
     equal to the product of (x) the total amount of such default
     interest/penalty amounts, multiplied by (y) the sum of such Operating
     Borrower's Percentage Ownership in all such Other Borrowers as of the date
     such default interest/penalty amounts are incurred.

          (2) If an Operating Borrower, at any time and from time to time, pays
     (or, pursuant to these guidelines, is deemed to have paid) any default
     interest/penalty amounts, then the amount so paid first shall be deemed to
     have been paid by such Operating Borrower wholly on account of the default
     interest/penalty amounts for which such Operating Borrower is responsible
     pursuant to these guidelines (it being agreed that if such Operating
     Borrower pays (or, pursuant to these guidelines, is deemed to have paid)
     default interest/penalty amounts in excess of the amount of the default
     interest/penalty amounts for which such Operating Borrower is responsible
     pursuant to these guidelines, then such Operating Borrower, subject to and
     in accordance with the provisions of Section 3(d) below, shall be entitled
     to contribution from one or both of the other Operating Borrowers).

                                      -8-

          (3) If an Other Borrower, at any time and from time to time, pays any
     default interest/penalty amounts, then (x) if such Other Borrower is wholly
     owned by one Operating Borrower as of the date of such payment, such
     Operating Borrower shall be deemed to have paid such default
     interest/penalty amounts in the amount of same so paid by such Other
     Borrower and (y) if such Other Borrower is owned (directly and/or
     indirectly) by more than one Operating Borrower as of the date of such
     payment, each such Operating Borrower shall be deemed to have paid such
     default interest/penalty amounts in an amount equal to the product of (I)
     the amount of such default interest/penalty amounts so paid by such Other
     Borrower, multiplied by (II) such Operating Borrower's Ownership Percentage
     in such Other Borrower as of the date of such payment.

          (c) The Existing Other Borrowers are signing this Agreement on the
     signature lines provided for the purpose of acknowledging this Agreement
     and consenting to the terms and provisions hereof.

     3. CONTRIBUTION. (a) If, as of the Principal Due Date or any date that
occurs thereafter (each, a "Determination Date"), any Operating Borrower (the
"Overpaying Principal Operating Borrower") shall have repaid (or, pursuant to
the foregoing guidelines, shall be deemed to have repaid) principal under the
Loan in an aggregate amount that is greater than such Operating Borrower's
Nominal Principal Amount as of such Determination Date, then, subject to the
provisions of Section 5(b) below, each Benefited Operating Borrower (defined
below) as of such Determination Date shall, within ten (10) days after its
receipt of a demand therefor, pay to the Overpaying Principal Operating Borrower
an amount equal to such Benefited Operating Borrower's Deficiency Percentage
(defined below) as of such Determination Date of the amount so overpaid by the
Overpaying Principal Operating Borrower. For the purposes of this Section 3, the
following terms shall have the following meanings:

          "Benefited Operating Borrower" shall mean, as of any Determination
     Date, an Operating Borrower whose Nominal Principal Amount as of such
     Determination Date exceeds the aggregate amount of principal repaid (or,
     pursuant to the foregoing guidelines, deemed to have been repaid) by such
     Operating Borrower to Lenders as of such Determination Date.

          "Deficiency Percentage" shall mean, as of any Determination Date with
     respect to any Benefited Operating Borrower, a fraction, expressed as a
     percentage, the numerator of which is equal to such Benefited Operating
     Borrower's Outstanding Nominal Principal Amount as of such Determination
     Date and the denominator of which is equal to the sum of all of the
     Benefited Operating Borrowers' Outstanding Nominal Principal Amounts as of
     such Determination Date.

     (b) If (i) an Operating Borrower (the "Deficient Interest Operating
Borrower") fails to pay the whole or any portion (the "Deficient Interest
Amount") of its Required Interest Amount for any period and (ii) one or both of
the other Operating Borrowers (each, a "Overpaying Interest Operating Borrower")
pays (or, pursuant to the foregoing guidelines, shall be deemed to have paid)
such Deficient Interest Amount (or any portion thereof), then, subject to the
provisions of Section 5(b) below, the Deficient Interest Operating Borrower,
within ten (10) days after its receipt of a demand therefor from any Overpaying

                                      -9-

Interest Operating Borrower, shall pay to such Overpaying Interest Operating
Borrower an amount equal to the portion of the Deficient Interest Amount paid by
such Overpaying Interest Operating Borrower.

     (c) If (i) an Operating Borrower (the "Deficient OF&E Operating Borrower")
fails to pay the whole or any portion (the "Deficient OF&E Amount") of any Other
Fees and Expenses required to be paid by such Operating Borrower and (ii) one or
both of the other Operating Borrowers (each, a "Overpaying OF&E Operating
Borrower") pays (or, pursuant to the foregoing guidelines, shall be deemed to
have paid) such Deficient OF&E Amount (or any portion thereof), then, subject to
the provisions of Section 5(b) below, the Deficient OF&E Operating Borrower,
within ten (10) days after its receipt of a demand therefor from any Overpaying
OF&E Operating Borrower, shall pay to such Overpaying OF&E Operating Borrower an
amount equal to the portion of the Deficient OF&E Amount paid by such Overpaying
OF&E Operating Borrower.

     (d) If (i) an Operating Borrower (the "Deficient Default Interest Operating
Borrower") fails to pay the whole or any portion (the "Deficient Default
Interest/Penalty Amount") of any default interest/penalty amount required to be
paid by such Operating Borrower and (ii) one or both of the other Operating
Borrowers (each, a "Overpaying Default Interest Operating Borrower") pays (or,
pursuant to the foregoing guidelines, shall be deemed to have paid) such
Deficient Default Interest Penalty Amount (or any portion thereof), then,
subject to the provisions of Section 5(b) below, the Deficient Default Interest
Operating Borrower, within ten (10) days after its receipt of a demand therefor
from any Overpaying Default Interest Operating Borrower, shall pay to such
Overpaying Default Interest Operating Borrower an amount equal to the portion of
the Deficient Default Interest/Penalty Amount paid by such Overpaying Default
Interest Operating Borrower.

     4. INDEMNIFICATION. Each Operating Borrower (each, an "Indemnifying
Operating Borrower") shall indemnify and hold harmless the other Operating
Borrowers (each, an "Indemnified Operating Borrower") from and against, and
shall reimburse each Indemnified Operating Borrower for or pay to each
Indemnified Operating Borrower, any and all judgments, costs, expenses
(including, without limitation, reasonable attorneys' fees and expenses),
damages, penalties, fines, losses, liabilities or claims that are incurred by or
asserted against such Indemnified Operating Borrower as a result of or arising
from or in connection with (i) the occurrence of an Event of Default (as defined
in the Loan Agreement) under the Loan Documents which results from any default
or breach by the Indemnifying Operating Borrower, (ii) the occurrence of an
Event of Default under the Loan Documents which results from any default or
breach by any Other Borrower that is wholly owned by the Indemnifying Operating
Borrower or (iii) the occurrence of an Event of Default under the Loan Documents
which results from any default or breach by any Other Borrower in which the
Indemnifying Operating Borrower possesses an ownership interest, but only to the
extent that an act by or omission of the Indemnifying Operating Borrower caused
the default or breach by such Other Borrower. All amounts for which an
Indemnifying Operating Borrower is liable pursuant to this Section 4 shall,
subject to the provisions of Section 5(b) below, be paid by the Indemnifying
Operating Borrower to the Indemnified Operating Borrower(s) within 30 days after
demand. Notwithstanding anything to the contrary contained in this Section 4, in
no event shall an Operating Borrower be required to pay any amounts that such
Operating Borrower has

                                      -10-

already paid to another Operating Borrower pursuant to any of the other
provisions of this Agreement.

     5. REMEDIES. (a) If an Operating Borrower (a "Defaulting Operating
Borrower") fails to pay in full to another Operating Borrower (a "Creditor
Operating Borrower") any amount due from the Defaulting Operating Borrower to
the Creditor Operating Borrower when such amount is due pursuant to the terms of
this Agreement (it being agreed that, solely for the purpose of determining when
an amount is due under this Agreement by one Operating Borrower to one or both
of the other Operating Borrowers, the provisions of Section 5(b) below shall not
apply), then, subject to the provisions of Section 5(b) below, the Creditor
Operating Borrower shall have the rights and remedies hereinafter set forth,
which shall be distinct, separate and cumulative and shall not operate to
exclude or deprive the Creditor Operating Borrower of any other right or remedy
allowed it at law or in equity or elsewhere in this Agreement:

          (i) The unpaid amount shall bear interest at a rate equal to 12% per
     annum, from the date such amount is due until the date such unpaid amount
     is paid in full to the Creditor Operating Borrower.

          (ii) The Defaulting Operating Borrower shall reimburse the Creditor
     Operating Borrower for, or pay to the Creditor Operating Borrower, within
     30 days after demand, all costs and expenses paid or incurred by the
     Creditor Operating Borrower in enforcing the Defaulting Operating
     Borrower's obligations under this Agreement (including, without limitation,
     reasonable attorney's fees).

          (iii) After the payment of the Promissory Note in full and the
     satisfaction of all of the Borrowers' other obligations to Lenders under
     the Loan Documents, the Creditor Operating Borrower shall be subrogated to
     the rights of Lenders against such Defaulting Operating Borrower, including
     the right to receive a portion of such Defaulting Operating Borrower's
     Collateral in an amount equal to the unpaid amount (and accrued interest
     thereon); provided, however, that if Lenders returns any payments to such
     Defaulting Operating Borrower in connection with a bankruptcy of such
     Defaulting Operating Borrower, then (x) such subrogated Creditor Operating
     Borrower shall, jointly and severally with the other Operating Borrower(s),
     repay Lenders all such amounts repaid, together with interest at the
     Default Rate (as defined in the Loan Documents) and (y) as among the
     Operating Borrowers, each Operating Borrower's rights and obligations with
     respect to any amounts paid pursuant to the preceding clause (x) shall be
     subject to and governed by the terms and provisions of this Agreement.

     (b) Notwithstanding anything to the contrary contained in this Agreement,
the Operating Borrowers agree (i) that any payments to be made by any Operating
Borrower to any other Operating Borrower(s) pursuant to this Agreement shall
only be made after payment in full of the Promissory Note and the satisfaction
of all the Borrowers' other obligations to the Lenders under the Loan Documents
and (ii) that the provisions of this Section 5(b) shall not be taken into
account in determining when an amount is due under this Agreement by one
Operating Borrower to one or both of the other Operating Borrowers.

                                      -11-

     6. MISCELLANEOUS.

     (a) Each Operating Borrower covenants to comply with the Loan Documents, to
the extent applicable. Subject to the terms of the Loan Documents and the
provisions of this Agreement, each Operating Borrower shall have the right, at
its sole cost and either directly or through Other Borrowers owned by such
Operating Borrower, to own, hold, operate, maintain, alter, develop, improve,
lease, sell, exchange, mortgage or otherwise dispose of or encumber and
otherwise deal with its Applicable Properties in any lawful manner that such
Operating Borrower sees fit. Each Operating Borrower hereby represents and
warrants to each other Operating Borrower that such Operating Borrower has
reviewed, and is familiar with, the Loan Documents.

         (b) Subject to the terms of the Loan Documents, each Operating Borrower
shall have the right, from time to time and at any time, either directly or
through Other Borrowers controlled by such Operating Borrower, to select the
Interest Period(s) and Applicable Interest Rate(s) to be paid by such Operating
Borrower and such Other Borrowers under the Loan Documents. Each of the other
Operating Borrowers shall, upon request by the Operating Borrower making such
selection, cooperate with such selecting Operating Borrower and shall promptly
execute and deliver to such selecting Operating Borrower any documents,
information, consents or other materials required to implement such selecting
Operating Borrower's selection.

     (c) No Operating Borrower (either directly or through Other Borrowers
controlled by such Operating Borrower) shall modify, supplement or amend the
Loan Documents without the prior written consent of the Majority-In-Interest.
The Majority-In-Interest may, without the prior written consent of the other
Borrower(s), (i) modify, supplement or amend the Loan Documents, provided such
modification. supplement or amendment does not discriminate against, or
adversely affect in a disproportionate manner, any Borrower or (ii) elect to
prepay the Loan, provided the other Borrowers are given at least ten (10)
business days prior written notice of the election by the Majority-In-Interest
to so prepay the Loan.

     (d) If one or more Other Borrowers elects to deliver to Lenders a mortgage
which encumbers an Applicable Property owned by such Other Borrower(s), then
such Other Borrower(s) shall be responsible for and shall pay all costs and
expenses attendant to the delivery of such mortgage to Lenders, including,
without limitation, all attorneys fees, title insurance premiums and costs and
all taxes and recording charges (including, without limitation, mortgage
recording taxes).

     (e) The obligations of the Operating Borrowers hereunder shall survive for
so long as any sums remain outstanding under the Loan Documents. The Operating
Borrowers' respective obligations under this Agreement shall remain in full
force and effect and shall not be impaired or affected by any amendment,
extension or modification of or addition or supplement to any of the terms of
the Loan Documents

     (f) Any notice, demand, statement, request, approval or consent made
hereunder shall be in writing and shall be deemed given upon receipt of its
mailing, registered or certified mail, return receipt requested, postage
prepaid, or one (1) business day after the date

                                      -12-

sent by Federal Express or other similarly recognized overnight courier
providing evidence of delivery, to such address or addresses as any of the
Operating Borrowers shall in like manner designate in writing.

     (g) A separate right of action hereunder shall arise each time any of the
Operating Borrowers acquires knowledge of any matter described herein. 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.

     (h) This Agreement shall be absolute, unconditional, continuing,
irrevocable and binding upon each of the Operating Borrowers and their
respective heirs, successors and assigns. This Agreement shall not be terminated
until the Promissory Note has been paid in full and the Borrowers have satisfied
all of their obligations under the Loan Agreement. The provisions of Section
5(a)(iii) and Section 5(b) of this Agreement shall be enforceable by and shall
inure to the benefit of Lenders and Bank, as agent for the Lenders.

     (i) No term or condition of this Agreement may be waived, changed,
terminated or modified orally, by course of conduct or in any manner other than
by an agreement in writing signed by the Operating Borrower against whom
enforcement is sought.

     (j) This Agreement may be executed in any number of duplicate originals and
each such duplicate original shall be deemed to constitute but one and the same
instrument.

     (k) The rights and remedies expressed in this Agreement are cumulative
with, and not in lieu of, all other rights and remedies supplied by law.

     (l) This Agreement and the obligations arising hereunder shall be governed
by, and construed in accordance with, the laws of the State of New York.

                                      -13-

<page>
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.

SHELBOURNE PROPERTIES I L.P.,
  a Delaware limited partnership

By:  Shelbourne Properties I GP, LLC, a
      Delaware limited liability company

     By:  Shelbourne Properties I, Inc., a
           Delaware corporation

          By: /s/ Dallas Lucas
             --------------------------
             Name:  Dallas Lucas
             Title: Treasurer


SHELBOURNE PROPERTIES II L.P.,
 a Delaware limited partnership

By:  Shelbourne Properties II GP, LLC, a
      Delaware limited liability company

     By:  Shelbourne Properties II, Inc., a
           Delaware corporation

          By: /s/ Dallas Lucas
             --------------------------
             Name:  Dallas Lucas
             Title: Treasurer


SHELBOURNE PROPERTIES III L.P.,
  a Delaware limited partnership

By:  Shelbourne Properties III GP, Inc., a
      Delaware corporation

          By: /s/ Dallas Lucas
             --------------------------
             Name:  Dallas Lucas
             Title: Treasurer

                                      -1-

Acknowledged and Consented to by:

SHELBOURNE RICHMOND COMPANY
  LLC, a Delaware limited liability company

By:  Shelbourne Properties II L.P., a
      Delaware limited partnership

     By:  Shelbourne Properties II GP, LLC, a
           Delaware limited liability company

          By:  Shelbourne Properties II, Inc., a
                Delaware corporation

               By: /s/ Dallas Lucas
                  --------------------------
                  Name:  Dallas Lucas
                  Title: Treasurer

SHELBOURNE MATTHEWS COMPANY
  LLC, a Delaware limited liability company

By:  Shelbourne Properties II L.P., a
      Delaware limited partnership

     By:  Shelbourne Properties II GP, LLC, a
           Delaware limited liability company

          By:  Shelbourne Properties II, Inc., a
                Delaware corporation

               By: /s/ Dallas Lucas
                  --------------------------
                  Name:  Dallas Lucas
                  Title: Treasurer

                                      -2-

SHELBOURNE MELROSE CROSSING I COMPANY
  LLC, a Delaware limited liability company

By:  Shelbourne Properties II L.P., a
      Delaware limited partnership

     By:  Shelbourne Properties II GP, LLC, a
           Delaware limited liability company

          By:  Shelbourne Properties II, Inc., a
                Delaware corporation

               By: /s/ Dallas Lucas
                  --------------------------
                  Name:  Dallas Lucas
                  Title: Treasurer


SHELBOURNE MELROSE CROSSING II COMPANY
  LLC, a Delaware limited liability company

By:  Shelbourne Properties III L.P., a
      Delaware limited partnership

     By:  Shelbourne Properties III GP, Inc., a
           Delaware corporation

          By: /s/ Dallas Lucas
             --------------------------
             Name:  Dallas Lucas
             Title: Treasurer


                                      -3-


SHELBOURNE RALEIGH COMPANY
  LLC, a Delaware limited liability company

By:  Shelbourne Properties II L.P., a
      Delaware limited partnership

     By:  Shelbourne Properties II GP, LLC, a
           Delaware limited liability company

          By:  Shelbourne Properties II, Inc., a
                Delaware corporation

               By: /s/ Dallas Lucas
                  --------------------------
                  Name:  Dallas Lucas
                  Title: Treasurer


SHELBOURNE LAS VEGAS COMPANY
  LLC, a Delaware limited liability company

By:  Shelbourne Properties III L.P., a
      Delaware limited partnership

     By:  Shelbourne Properties III GP, Inc., a
           Delaware corporation

          By: /s/ Dallas Lucas
             --------------------------
             Name:  Dallas Lucas
             Title: Treasurer


                                      -4-


SHELBOURNE LIVONIA COMPANY
  LLC, a Delaware limited liability company

By:  Shelbourne Properties III L.P., a
      Delaware limited partnership

     By:  Shelbourne Properties III GP, Inc., a
           Delaware corporation

          By: /s/ Dallas Lucas
             --------------------------
             Name:  Dallas Lucas
             Title: Treasurer


                                      -5-

SHELBOURNE I CENTURY PARK
  COMPANY LLC, a Delaware limited
  liability company

By:  Shelbourne Properties I L.P., a
      Delaware limited partnership

     By:  Shelbourne Properties I GP, LLC,
           a Delaware limited liability company

          By:  Shelbourne Properties I, Inc.,
                a Delaware corporation

               By: /s/ Dallas Lucas
                  --------------------------
                  Name:  Dallas Lucas
                  Title: Treasurer


SHELBOURNE I SEATTLE LANDMARK
  COMPANY LLC, a Delaware limited
  liability company

By:  Shelbourne Properties I L.P., a
      Delaware limited partnership

     By:  Shelbourne Properties I GP, LLC,
           a Delaware limited liability company

          By:  Shelbourne Properties I, Inc.,
                a Delaware corporation

               By: /s/ Dallas Lucas
                  --------------------------
                  Name:  Dallas Lucas
                  Title: Treasurer


                                      -6-


SHELBOURNE I 568 BROADWAY
  COMPANY LLC, a Delaware limited
  liability company

By:  Shelbourne Properties I L.P., a
      Delaware limited partnership

     By:  Shelbourne Properties I GP, LLC,
           a Delaware limited liability company

          By:  Shelbourne Properties I, Inc.,
                a Delaware corporation

               By: /s/ Dallas Lucas
                  --------------------------
                  Name:  Dallas Lucas
                  Title: Treasurer


                                      -7-

SHELBOURNE II SEATTLE LANDMARK
  COMPANY LLC, a Delaware limited
  liability company

By:  Shelbourne Properties II L.P., a
      Delaware limited partnership

     By:  Shelbourne Properties II GP, LLC,
           a Delaware limited liability company

          By:  Shelbourne Properties II, Inc.,
                a Delaware corporation

               By: /s/ Dallas Lucas
                  --------------------------
                  Name:  Dallas Lucas
                  Title: Treasurer


SHELBOURNE II CENTURY PARK
  COMPANY LLC, a Delaware limited
  liability company

By:  Shelbourne Properties II L.P., a
      Delaware limited partnership

     By:  Shelbourne Properties II GP, LLC,
           a Delaware limited liability company

          By:  Shelbourne Properties II, Inc.,
                a Delaware corporation

               By: /s/ Dallas Lucas
                  --------------------------
                  Name:  Dallas Lucas
                  Title: Treasurer


                                      -8-

SHELBOURNE II 568 BROADWAY
  COMPANY LLC, a Delaware limited
  liability company

By:  Shelbourne Properties II L.P., a
      Delaware limited partnership

     By:  Shelbourne Properties II GP, LLC,
           a Delaware limited liability company

          By:  Shelbourne Properties II, Inc.,
                a Delaware corporation

               By: /s/ Dallas Lucas
                  --------------------------
                  Name:  Dallas Lucas
                  Title: Treasurer


SHELBOURNE II TRI-COLUMBUS
  COMPANY LLC, a Delaware limited
  liability company

By:  Shelbourne Properties II L.P., a
      Delaware limited partnership

     By:  Shelbourne Properties II GP, LLC,
           a Delaware limited liability company

          By:  Shelbourne Properties II, Inc.,
                a Delaware corporation

               By: /s/ Dallas Lucas
                  --------------------------
                  Name:  Dallas Lucas
                  Title: Treasurer


                                      -9-

SHELBOURNE III 568 BROADWAY
  COMPANY LLC, a Delaware limited
  liability company

By:  Shelbourne Properties III L.P., a
      Delaware limited partnership

     By:  Shelbourne Properties III GP, Inc.,
           a Delaware corporation

               By: /s/ Dallas Lucas
                  --------------------------
                  Name:  Dallas Lucas
                  Title: Treasurer

SHELBOURNE III TRI-COLUMBUS
  COMPANY LLC, a Delaware limited
  liability company

By:  Shelbourne Properties III L.P., a
      Delaware limited partnership

     By:  Shelbourne Properties III GP, Inc.,
           a Delaware corporation

          By: /s/ Dallas Lucas
              --------------------------
              Name:  Dallas Lucas
              Title: Treasurer


CENTURY PARK I JOINT VENTURE,
  a Delaware general partnership

By:  Shelbourne I Century Park Company
      LLC, a Delaware limited liability
      company

     By:  Shelbourne Properties I L.P., a
           Delaware limited partnership, its
            general partner

                                      -10-

          By:  Shelbourne Properties I GP, LLC
                a Delaware limited liability
                company

               By:  Shelbourne Properties I, Inc., a
                     Delaware corporation

               By: /s/ Dallas Lucas
                  --------------------------
                  Name:  Dallas Lucas
                  Title: Treasurer

By:  Shelbourne II Century Park Company
      LLC, a Delaware limited liability
      company

     By:  Shelbourne Properties II L.P., a
           Delaware limited partnership, its
           general partner

          By:  Shelbourne Properties II GP, LLC
                a Delaware limited liability
                company

               By:  Shelbourne Properties II, Inc., a
                     Delaware corporation

               By: /s/ Dallas Lucas
                  --------------------------
                  Name:  Dallas Lucas
                  Title: Treasurer


                                      -11-

SEATTLE LANDMARK JOINT VENTURE,
  a Delaware general partnership

By:  Shelbourne I Seattle Landmark
      Company LLC, a Delaware limited
      liability company

     By:  Shelbourne Properties I L.P., a
           Delaware limited partnership, its
           general partner

          By:  Shelbourne Properties I GP, LLC,
                a Delaware limited liability
                company

               By:  Shelbourne Properties I, Inc., a
                     Delaware corporation

               By: /s/ Dallas Lucas
                  --------------------------
                  Name:  Dallas Lucas
                  Title: Treasurer

By:  Shelbourne II Seattle Landmark
      Company LLC, a Delaware limited
      liability company

     By:  Shelbourne Properties II L.P., a
           Delaware limited partnership, its
           general partner

          By:  Shelbourne Properties II GP, LLC,
                a Delaware limited liability
                company

               By:  Shelbourne Properties II, Inc., a
                     Delaware corporation

                    By: /s/ Dallas Lucas
                       --------------------------
                       Name:  Dallas Lucas
                       Title: Treasurer

                                      -12-

TRI-COLUMBUS ASSOCIATES, a
  Delaware general partnership

By:  Shelbourne II Tri-Columbus
      Company LLC, a Delaware limited
      liability company

     By:  Shelbourne Properties II L.P., a
           Delaware limited partnership, its
           general partner

          By:  Shelbourne Properties II GP, LLC,
                a Delaware limited liability
                company

               By:  Shelbourne Properties II, Inc., a
                     Delaware corporation

                    By: /s/ Dallas Lucas
                       --------------------------
                       Name:  Dallas Lucas
                       Title: Treasurer

By:  Shelbourne III Tri-Columbus
      Company LLC, a Delaware limited
      liability company

     By:  Shelbourne Properties III L.P., a
           Delaware limited partnership, its
           general partner

          By:  Shelbourne Properties III GP, Inc,
                a Delaware corporation

               By: /s/ Dallas Lucas
                  --------------------------
                  Name:  Dallas Lucas
                  Title: Treasurer

                                      -13-

568 BROADWAY JOINT VENTURE,
  a Delaware general partnership

By:  Shelbourne I 568 Broadway
      Company LLC, a Delaware limited
      liability company

     By:  Shelbourne Properties I L.P., a
           Delaware limited partnership, its
           general partner

          By:  Shelbourne Properties I GP, LLC,
                a Delaware limited liability
                company

               By:  Shelbourne Properties I, Inc., a
                     Delaware corporation

                    By: /s/ Dallas Lucas
                       --------------------------
                       Name:  Dallas Lucas
                       Title: Treasurer

By:  Shelbourne II 568 Broadway
      Company LLC, a Delaware limited
      liability company

     By:  Shelbourne Properties II L.P., a
           Delaware limited partnership, its
           general partner

          By:  Shelbourne Properties II GP, LLC,
                a Delaware limited liability
                company

               By:  Shelbourne Properties II, Inc., a
                     Delaware corporation

                    By: /s/ Dallas Lucas
                       --------------------------
                       Name:  Dallas Lucas
                       Title: Treasurer

                                      -14-

By:  Shelbourne III 568 Broadway
      Company LLC, a Delaware limited
      liability company

     By:  Shelbourne Properties III L.P., a
           Delaware limited partnership, its
           general partner

          By:  Shelbourne Properties III GP, Inc.,
                a Delaware corporation

               By: /s/ Dallas Lucas
                  --------------------------
                  Name:  Dallas Lucas
                  Title: Treasurer


                                      -15-

CONSENTED TO BY:

BAYERISCHE HYPO UND
  VEREINSBANK AG, NEW YORK
  BRANCH, as agent

By:
   ----------------------------
   Name:
   Title:


By:
   ----------------------------
   Name:
   Title:


                                      -1-

<page>

                                   Schedule I

                            Existing Other Borrowers

Shelbourne Richmond Company LLC, a Delaware limited liability company

Shelbourne Matthews Company LLC, a Delaware limited liability company

Shelbourne Melrose Crossing I Company LLC, a Delaware limited liability company

Shelbourne Melrose Crossing II Company LLC, a Delaware limited liability company

Shelbourne Raleigh Company LLC, a Delaware limited liability company

Shelbourne Las Vegas Company LLC, a Delaware limited liability company

Shelbourne Livonia Company LLC, a Delaware limited liability company

Shelbourne I Century Park Company LLC, a Delaware limited liability company

Shelbourne II Century Park Company LLC, a Delaware limited liability company

Shelbourne I Seattle Landmark Company LLC, a Delaware limited liability company

Shelbourne II Seattle Landmark Company LLC, a Delaware limited liability company

Shelbourne II Tri-Columbus Company LLC, a Delaware limited liability company

Shelbourne III Tri-Columbus Company LLC, a Delaware limited liability company

Shelbourne I 568 Broadway Company LLC, a Delaware limited liability company

Shelbourne II 568 Broadway Company LLC, a Delaware limited liability company

Shelbourne III 568 Broadway Company LLC, a Delaware limited liability company

Century Park I Joint Venture, a Delaware general partnership

Seattle Landmark Joint Venture, a Delaware general partnership

Tri-Columbus Associates, a Delaware general partnership

568 Broadway Joint Venture, a Delaware general partnership

                              Schedule I - Page 1
<page>
                                   Schedule II

                              Applicable Properties

     Initial              Allocated                                   ercentage
    Applicable              Loan                                      Ownership
    Properties             Amount                Owner                Interest
---------------------   --------------  ---------------------------   ---------

Loch Raven Plaza,       $3,584,229.00   Shelbourne Properties I L.P.    100%
1206 Goucher Blvd.,
Townson, MD 21204

Southport, 1323 S.E.    $8,080,808.00   Shelbourne Properties I L.P.    100%
17th Street Causeway,
Fort Lauderdale, FL 33316

Commerce Plaza,         $2,346,041.00   Shelbourne Richmond Company LLC 100%
2809 Emerywood Parkway,
Richmond, VA 23218

Matthews Festival,      $3,095,471.00   Shelbourne Matthews Company LLC 100%
10400 E.
Independence Blvd.,
Matthews, NC 28105

Melrose Crossing I,     $1,010,101.00   Shelbourne Properties II L.P.   100%
3921 North Mannheim Rd.,
Melrose Park, IL 60160

Melrose Crossing         $ 73,314.00    Shelbourne Properties II L.P.   100%
 Outparcel,
Melrose Park, IL 60160

Melrose Crossing II,    $586,510.00     Shelbourne Properties III L.P.  100%
1924 North Mannheim Rd.,
Melrose Park, IL 60160

Sutton Square,          $4,561,746.00   Shelbourne Raleigh Company LLC  100%
6325 Falls of Neuse Road,
Raleigh, NC 26709

Sunrise Marketplace,    $4,561,746.00   Shelbourne Las Vegas Company    100%
420 No. Nellis Road,                     LLC
Las Vegas, NV 89110

                              Schedule II - Page 1

Lincoln Plaza,          $3,421,310.00  Shelbourne Livonia Company LLC   100%
Five Mile and
Merriman Road,
Livonia, MI 48154

Century Park,           $8,471.815.00   Century Park I Joint Venture    100%
8315-35 Century Park Ct.,
San Diego, CA 92123

Seattle Tower,          $6,516,781.00   Seattle Landmark Joint Venture  100%
1218 Third Avenue,
Seattle, WA 98101

568-578 Broadway,       $21,179,537.00 568 Broadway Joint Venture       100%
New York, NY 10012

4251 Leap Road,         $1,547,735.00   Tri-Columbus Associates         100%
Hilliard, OH 43026

3960 Brookham Drive,    $1,564,027.00   Tri-Columbus Associates         100%
Grove City, OH 43123

8355 Highfield Drive,   $4,398,827.00   Tri-Columbus Associates         100%
Westerville, OH 43081

                              Schedule II - Page 2

</TEXT>
</DOCUMENT>
