WELLSFORD REAL PROPERTIES INC
EMPLOYMENT AGREEMENT-MARK CANTALUPPI 07/01/01
<DOCUMENT>
<TYPE>EX-10.61
<SEQUENCE>5
<FILENAME>ex10-61.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT-MARK CANTALUPPI 07/01/01
<TEXT>
                         WELLSFORD REAL PROPERTIES, INC.
                         535 Madison Avenue, 26th Floor
                            New York, New York 10022


                                                              As of July 1, 2001

Mr. Mark Cantaluppi
3 Chambers Place
Randolph, NJ  07869

Dear Mr. Cantaluppi:

     We are pleased to offer you employment with Wellsford Real Properties, Inc.
(the  "Company").  This  letter  agreement  (this  "Agreement")  sets  forth our
understanding regarding your employment.

     1.  Duties.  The Company  hereby  employs you as Vice  President  and Chief
Accounting  Officer to perform such services for the Company and its  affiliated
entities  commensurate with your position as Vice President and Chief Accounting
Officer as may be assigned to you from time to time.  You shall devote your full
business  time,  attention  and  energies  to the  performance  of  your  duties
hereunder as requested by the Company from time to time.

     2. Term.  The term of this  Agreement  shall commence as of the date hereof
and,  unless  sooner  terminated  in  accordance  with  the  provisions  of this
Agreement,  shall continue up to and including,  June 30, 2003. The term of this
Agreement may be extended by the written agreement of you and the Company.

     3. Salary. For all services rendered by you pursuant to this Agreement, you
shall receive a salary at a rate per annum at least equal to $150,000 to be paid
at such regular intervals,  not less frequently than monthly, as the Company may
establish from time to time with respect to its employees generally.

     4.  Bonuses.  You shall also be entitled to minimum  bonuses of 50% of your
base salary for 2001 and 2002 and a prorated  bonus for 2003.  Any bonus payable
to you in excess of the amounts set forth above shall be at the  Company's  sole
discretion.  Any bonus payable to you shall be paid to you within 30 days of the
end of the period for which the bonus is payable.

     5. Health Insurance & Benefits. The Company shall provide you with the same
standard health and other insurance coverages as is afforded to all employees of
the Company  pursuant to the  contributory  coverages  maintained by the Company
from time to time.  You shall also be entitled to  participate  in the Company's
401(k) Plan consistent with, and subject to, the terms of such plan. The Company
may also provide you with other benefits in accordance  with the policies of the
Company in effect from time to time.

<PAGE>

     6. Expenses.  You shall be reimbursed for all reasonable  business  related
expenses  incurred  by you at the  request  of or on  behalf of the  Company  in
connection with the performance of your duties and  responsibilities  hereunder,
consistent   with,   and  subject  to,  the   Company's   policies  for  expense
reimbursement.

     7. Termination.

     (a) Your  employment  hereunder  may be  terminated  by the Company (i) for
Cause (as defined below) or (ii) for any reason other than Cause,

     (b) "Cause" shall mean (i) you have committed fraud,  willful misconduct or
gross  negligence in the  performance of your  obligations  hereunder,  (ii) you
shall be  convicted  of a felony or (iii) you shall  violate  any of the  terms,
covenants or conditions of this Agreement.

     8. Results of Termination.

     (a) If your employment under this Agreement is terminated by the Company by
reason  of  Cause  or as a  result  of your  disability  (as  determined  in the
reasonable discretion of the Company) or as a result of your death or by you for
any reason  (other than as provided for in  subparagraph  8 (c) below) you shall
not be entitled to receive salary for periods following termination. In the case
of  termination  by reason of Cause you shall not be  entitled  to  receive  any
portion  of any unpaid  bonus.  In the case of  termination  as a result of your
disability  or death you shall  receive a pro rata portion of any minimum  bonus
payable to you  pursuant to Paragraph 4 hereof only with respect to the calendar
year in which the termination occurs.

     (b) If your  employment  under this  Agreement is terminated by the Company
other than by reason of Cause or your death or disability, you shall be entitled
to receive a lump sum payment  equal to the sum of twice the amount of your then
annual  salary  and a pro rata  portion  of any  minimum  bonus  payable  to you
pursuant to Paragraph 4 hereof only with  respect to the calendar  year in which
the termination occurs in lieu of any salary,  bonus or other compensation which
you would  otherwise be entitled to under this  Agreement.  Such amount shall be
paid within 60 days of the effective date of termination.

     (c) If you  terminate  your  employment  hereunder  following  a "change in
control of the  Company"  (as  described  below) and  provided you have not been
offered  "comparable  employment"  (as defined  below)  within 60 days after the
event resulting in the change in control of the Company you shall be entitled to
receive a lump sum  payment  equal to the sum of twice the amount of your annual
salary  for the  calendar  year in which the event  resulting  in the  change in
control of the  Company  occurs  and a pro rata  portion  of any  minimum  bonus
payable to you  pursuant to Paragraph 4 hereof only with respect to the calendar
year in which  the  termination  occurs  in lieu of any  salary,  bonus or other
compensation  to which you would  otherwise be entitled to under this Agreement.
Such amount shall be paid within 60 days of the effective date of termination.

<PAGE>

     (d) For  purposes of this  Agreement,  a "change in control of the Company"
shall be deemed to occur if:

(i)  the Company merges or consolidates  with, or sells all or substantially all
     of its  assets to,  another  company  (each,  a  "Transaction"),  provided,
     however,  that a Transaction  shall not be deemed to result in a "change in
     control of the Company" if (A)  immediately  prior  thereto (1) you are the
     other party to the transaction  that would otherwise result in a "change in
     control  of the  Company"  or (2) you are an  executive  officer,  trustee,
     director  or  more  than  5%  equity  holder  of  the  other  party  to the
     transaction  or of any entity,  directly or  indirectly,  controlling  such
     other party or (B)(1) the  shareholders of the Company  immediately  before
     such Transaction own,  directly or indirectly,  immediately  following such
     Transaction  in excess of sixty-nine  percent (69%) of the combined  voting
     power of the  outstanding  voting  securities of the  corporation  or other
     entity  resulting from such  Transaction  (the "Surviving  Corporation") in
     substantially  the  same  proportion  as  their  ownership  of  the  voting
     securities of the Company  immediately  before such Transaction and (2) the
     individuals   who  were  members  of  the  Company's   Board  of  Directors
     immediately  prior to the  execution of the  agreement  providing  for such
     Transaction  constitute  at least a majority of the members of the board of
     directors  or the board of trustees,  as the case may be, of the  Surviving
     Corporation,  or of a corporation or other entity beneficially  directly or
     indirectly  owning a majority of the outstanding  voting  securities of the
     Surviving Corporation,

<PAGE>

(ii) the  Company  acquires  assets of another  company or a  subsidiary  of the
     Company  merges or  consolidates  with  another  company  (each,  an "Other
     Transaction") and (i) the shareholders of the Company,  immediately  before
     such Other Transaction own, directly or indirectly,  immediately  following
     such Other  Transaction  69% or less of the  combined  voting  power of the
     outstanding  voting securities of the corporation or other entity resulting
     from  such  Other  Transaction  (the  "Other  Surviving   Corporation")  in
     substantially  the  same  proportion  as  their  ownership  of  the  voting
     securities of the Company immediately before such Other Transaction or (ii)
     the  individuals  who were  members  of the  Company's  Board of  Directors
     immediately  prior to the  execution of the  agreement  providing  for such
     Other  Transaction  constitute  less than a majority  of the members of the
     board of  directors  or the board of  trustees,  as the case may be, of the
     Other  Surviving   Corporation,   or  of  a  corporation  or  other  entity
     beneficially  directly or indirectly  owning a majority of the  outstanding
     voting securities of the Other Surviving  Corporation,  provided,  however,
     that an Other  Transaction  shall not be  deemed to result in a "change  in
     control of the Company" if immediately  prior thereto the  circumstances in
     (i)(A)(1) or (i)(A)(2) above exist, or

(iii)any person or entity or group of  affiliated  persons or  entities  owns at
     any time 30% or more of the outstanding  voting  securities of the Company,
     provided  that such person,  entity or group shall not be deemed to own 30%
     or more of the  outstanding  voting  securities  of the Company if the last
     event or transaction which results in such ownership is (a) the issuance of
     such securities in connection with the sale by the Company of less than all
     or substantially all of its assets or (b) the acquisition by the Company of
     any such voting securities.

     (e) For purposes of this Agreement, you shall be deemed to have received an
offer of  "comparable  employment"  if you  receive  an offer to  continue  your
employment for at least the balance of the term covered by this Agreement,  with
the same  title set forth in  Paragraph  1 hereof,  pursuant  to which you would
perform the same type of duties you had been performing under this Agreement and
at a salary and minimum  bonus not less than that  provided for in  Paragraphs 3
and 4 hereof.

     9.  Governing  Law;  Severability.  This  Agreement  shall be governed  and
construed in accordance with the laws of the State of New York. If any provision
of this Agreement is determined to be invalid,  it shall not affect the validity
or enforceability of any of the other remaining provisions hereof.

<PAGE>

     10. Entire Agreement. This Agreement sets forth the entire agreement of the
parties  and  is  intended  to  supersede  all  prior  employment  negotiations,
understandings  and agree ments. No provision of this Agreement may be waived or
changed,  except by a writing signed by the party to be charged with such waiver
or change.  Notwithstanding  the  foregoing,  this  Agreement  is subject to the
policies of the Company in effect from time to time with respect to the terms of
the employment of the Company's employees.

     11. Counterparts.  This Agreement may be executed in counterparts,  each of
which shall  constitute an original but all of which when taken  together  shall
constitute but one and the same agreement.

     Please  acknowledge  your  agreement  to  the  foregoing  by  signing  this
Agreement in the space indicated and returning it to the Company.

                    Very truly yours,

                    WELLSFORD REAL PROPERTIES, INC.


                    By: /s/ Edward Lowenthal
                        ------------------------
                        Name:    Edward Lowenthal
                        Title:   President


ACCEPTED AND AGREED TO:

/s/ Mark Cantaluppi
-------------------
Mark Cantaluppi

<PAGE>

</TEXT>
</DOCUMENT>
