PHILIPS INTERNATIONAL REALTY CORP
REDEMPTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>REDEMPTION AGREEMENT
<TEXT>

<PAGE>



                                                                  EXECUTION COPY

                              REDEMPTION AGREEMENT

      THIS REDEMPTION AGREEMENT (this "Agreement") is made as of April 28, 2000,
by and among PHILIPS INTERNATIONAL REALTY, L.P., a Delaware limited partnership,
having an office at 417 Fifth Avenue, Third Floor, New York, New York 10016
("Operating Partnership") and ALLEN PILEVSKY, an individual having a residence
at 1282 Marginal Road, Atlantic Beach, New York 11509 ("Pilevsky").

                               W I T N E S S E T H

      WHEREAS, Pilevsky currently owns 96,943 units in Operating Partnership
(the "OP Units");

      WHEREAS, Palm Springs Mile Associates, Ltd, a Florida limited partnership
("Palm Springs Ltd"), of which the Operating Partner is the 99.99% limited
partner and Philips Palm Springs Sub-VIII, a Delaware corporation ("Philips Sub
VIII") and wholly owned subsidiary of Philips International Realty Corp., a
Maryland corporation ("Philips Corp."), is the .01% general partner, owns the
undivided fee interest in the four parcels comprising that certain real property
located in Dade County, Florida as more particularly described on Schedule A
annexed hereto (the "Property");

      WHEREAS, prior to the Closing Date, Operating Partnership and Philips
Corp. shall have caused Palm Springs Ltd to have contributed, in fee, undivided
interests in two of the parcels comprising the Property referred to as
Components 1 and 2 ("Shared Parcels") having an equity value of not less than
$1,769,210 and subject to debt of not less than $942,554 ("Pilevsky Property
Interest") to a new limited liability company ("A. Pilevsky LLC") in exchange
for which Palms Springs Ltd will receive all of the interests in A. Pilevsky
LLC;

      WHEREAS, prior to the Closing Date, Operating Partnership and Philips
Corp. shall have also caused Palm Springs Ltd to have contributed (I) an
undivided interest, in fee, in the Shared Parcels having an equity value of not
less than $695,143 and subject to debt of not less than $949,449 to a new
separate limited liability company ("F. Pilevsky LLC"; and, together with A.
Pilevsky LLC, the "Palm Springs LLCs" or individually, a "Palm Springs LLC") in
exchange for which Palm Springs Ltd will receive all of the interests in F.
Pilevsky LLC;

      WHEREAS, thereafter, each of the Palm Springs LLCs and Palm Springs Ltd
shall have entered into a tenancy in common agreement ("Tenancy Agreement") with
respect to the Shared Parcels, which agreement shall be in form and substance
reasonably acceptable to the parties;

      WHEREAS, prior to the Closing Date, Palm Springs Ltd shall have
distributed to Operating Partnership, as non-liquidating distributions, all of
the interests in each of the Palm Springs LLCs;

      WHEREAS, after the occurrence of all of the transactions contemplated
under Articles

<PAGE>

2, 3, 4 and 5 of the Asset Contribution, Purchase and Sale Agreement by and
among the Operating Partnership, Philips Corp., Certain Affiliated Parties
Signatory Thereto, KIR Acquisition, LLC and Kimco Income Operating Partnership,
L.P. (the "Group B Agreement"), but prior to the redemption described in Section
1 below, Operating Partnership shall have distributed all of the interests in
each of the Reconveyance LLCs (as defined in the Group B Agreement) to Kimco
Income Operating Partnership, L.P. (the "Distribution"); and

      WHEREAS, in the manner set forth herein, in redemption of all of the OP
Units, the Operating Partnership shall distribute all of the interests in A.
Pilevsky LLC to Pilevsky, as more particularly set forth herein.

      NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and the mutual
covenants and agreements hereinafter set forth, and other good and valuable
consideration, the mutual receipt and legal sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:

1.    Redemption. At the Closing (as defined in Section 2), Operating
      Partnership hereby agrees to redeem, and Pilevsky hereby agrees to have
      redeemed, all of the OP Units free and clear of any and all liens or other
      encumbrances, in exchange for which Operating Partnership shall distribute
      and/or assign to Pilevsky all of the interests in A. Pilevsky LLC (the
      "Assigned Interest").

2.    Closing. The consummation of the transactions contemplated by this
      Agreement (the "Closing") shall take place at the offices of Pryor Cashman
      Sherman & Flynn LLP, 410 Park Avenue, 10th Floor, New York, New York
      10022, on that date and at the time prescribed for such Closing as set
      forth in Section 6.2 of the Group B Agreement (the "Closing Date").

3.    Representations, Warranties and Covenants.

      3.01  Operating Partnership hereby represents and warrants to Pilevsky as
            follows:

            (a)   Operating Partnership is a duly formed and validly existing
                  limited partnership organized and in good standing under the
                  laws of the State of Delaware, each of the Palm Springs LLCs
                  is, or will be by the Closing Date, duly formed and has been,
                  or will be by the Closing Date, a validly existing limited
                  liability company organized and in good standing under the
                  laws of its state of organization and Palm Springs Ltd. is,
                  and will by on the Closing Date, duly formed and validly
                  existing limited partnership organized and in good standing
                  under the laws of the State of Florida.

            (b)   Operating Partnership has, or will have by the Closing Date,
                  the full legal right, power and authority to execute and
                  deliver this Agreement and Operating Partnership Documents (as
                  defined in Section 5.01) to consummate the transaction
                  contemplated hereby and to perform its obligations hereunder
                  and under the Operating Partnership Documents.


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            (c)   This Agreement and Operating Partnership Documents do not and
                  will not (I) contravene any provision of the Amended and
                  Restated Limited Partnership Agreement of Operating
                  Partnership ("Operating Partnership Agreement"), the Amended
                  and Restated Limited Partnership Agreement of Palm Springs
                  Mile Associates, Ltd ("Palm Springs Ltd Partnership
                  Agreement"), the operating agreement, if any, of any of the
                  Palms Springs LLCs (each of which, a "Palm Springs LLC
                  Agreement"), the Tenancy Agreement or any partnership or
                  operating agreement of any of their respective subsidiaries or
                  affiliates, or any judgment, order, decree, writ or injunction
                  issued against Operating Partnership, Palm Springs Ltd., any
                  Palms Springs LLC or any of their respective subsidiaries or
                  affiliates; or (II) materially violate a material provision of
                  any law or governmental ordinance, rule, regulation, order or
                  requirement (collectively, "Laws") to which Operating
                  Partnership, Palm Springs Ltd, any Palm Springs LLC or any of
                  their respective subsidiaries or affiliates is or will be
                  subject, except such violations as would not have a material
                  adverse effect on any of the transactions contemplated hereby
                  if finally determined adversely to such party. The
                  consummation of the transactions contemplated hereby will not
                  result in a breach or constitute a default or event of default
                  by Operating Partnership, Palm Springs Ltd, any Palm Springs
                  LLC or any of their respective subsidiaries or affiliates
                  under any agreement to which any of them or any of their
                  assets are or will be subject or bound (including, without
                  limitation, Operating Partnership Agreement, the Tenancy
                  Agreement, any Palm Springs LLC Agreement or any of the
                  Property) and will not result in a violation of any Laws to
                  which Operating Partnership, Palm Springs Ltd, any Palm
                  Springs LLC or any of their respective subsidiaries or
                  affiliates is or will be subject, except such violations as
                  would not have a material adverse effect on the transaction
                  contemplated hereby if finally determined adversely to
                  Operating Partnership, Palm Springs Ltd, any Palm Springs LLC
                  or any of their respective subsidiaries or affiliates.

            (d)   Operating Partnership owns, or will own at the time of
                  Closing, the Assigned Interest free and clear of any and all
                  liens and encumbrances.

            (e)   Upon Operating Partnership's delivery of the assignment of the
                  Assigned Interest to Pilevsky in the manner set forth on
                  Schedule C (the "Assignment") and all of the other Operating
                  Partnership Documents, good and valid title to the Assigned
                  Interest will pass to Pilevsky.

            (f)   There are no statutory or contractual preemptive rights or
                  rights of refusal with respect to the transfer and/or
                  assignment of any portion of the Assigned Interest, and no
                  outstanding options, warrants or rights to acquire any part of
                  the Assigned Interest or any interest therein.


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            (g)   No representation or warranty by Operating Partnership in this
                  Agreement and no statement contained herein or in any
                  document, certificate, or other writing furnished or to be
                  furnished by Operating Partnership to Pilevsky pursuant to the
                  provisions hereof or in connection with the transactions
                  contemplated hereby contain or will contain any untrue
                  statement of material fact or omits or will omit to state any
                  material fact necessary in order to make the statements herein
                  or therein not misleading. Operating Partnership has disclosed
                  or will have disclosed prior to the Closing Date to Pilevsky
                  all facts known or reasonably available to Operating
                  Partnership that are material to the transactions contemplated
                  herein.

      3.02  Pilevsky hereby represents and warrants to Operating Partnership as
            follows:

            (a)   Pilevsky has the full legal right, power and authority to
                  execute and deliver this Agreement and Pilevsky Documents (as
                  defined in Section 5.02), to consummate the transactions
                  contemplated hereby, and to perform his obligations hereunder
                  and under Pilevsky Documents.

            (b)   This Agreement and Pilevsky Documents do not and will not
                  contravene any judgment, order, decree, writ or injunction
                  issued against Pilevsky, or materially violate a material
                  provision of any Law applicable to Pilevsky, except such
                  violations as would not have a material adverse effect on any
                  of the transactions contemplated hereby if finally determined
                  adversely to Pilevsky. Pilevsky hereby represents and warrants
                  that the consummation of the transactions contemplated hereby
                  will not result in a breach or constitute a default or event
                  of default by him under any agreement to which he or any of
                  his assets is subject or bound and will not result in a
                  violation of any Laws applicable to him, except such
                  violations as would not have a material adverse effect on the
                  transactions contemplated hereby if finally determined
                  adversely to him or require any consent.

            (c)   Pilevsky owns, or will own at the time of Closing, the OP
                  Units free and clear of any and all liens and encumbrances.

            (d)   Pilevsky has had the opportunity to ask questions and receive
                  financial information concerning the business and value of the
                  Assigned Interest, the Property, the Pilevsky Property
                  Interest and Palm Springs Ltd and is sophisticated in business
                  financial matters and understands the benefits and risks of
                  the investment decision contemplated hereby. Pilevsky accepts
                  and agrees that the Assigned Interest to be received hereunder
                  represents fair value for the OP Units to be exchanged
                  hereunder. Pilevsky acknowledges that, were this transaction
                  not to occur, the value in the future of the Assigned Interest
                  and the OP Units would be different than their respective
                  value today.


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            (e)   No representation or warranty by Pilevsky in this Agreement
                  and no statement contained herein or in any document,
                  certificate, or other writing furnished or to be furnished by
                  Pilevsky to Operating Partnership pursuant to the provisions
                  hereof or in connection with the transactions contemplated
                  hereby contains or will contain any untrue statement of
                  material fact or omits or will omit to state any material fact
                  necessary in order to make the statements herein or therein
                  not misleading. Pilevsky has disclosed to Operating
                  Partnership all facts known or reasonably available to him
                  that are material to the transaction contemplated herein.

      3.03  Between the date first written above and the Closing Date, neither
            Operating Partnership nor Philips Corp. shall suffer or permit Palm
            Springs Ltd to enter into, renew, modify, terminate or otherwise
            amend any agreement or other document affecting the Pilevsky
            Property Interest or Shared Parcels without the prior consent of
            Pilevsky in each instance, which consent shall not be unreasonably
            withheld or delayed and which consent (or denial of consent in which
            case Pilevsky shall also include the reasons for such denial) shall
            be furnished, in writing, by Pilevsky to Operating Partnership, by
            no later than five (5) days following Pilevsky's receipt of written
            notice that renewal, modification, termination or amendment of any
            agreement or other document affecting the Pilevsky Property Interest
            or Shared Parcels is being considered; Pilevsky's consent shall be
            deemed to have been granted if Pilevsky fails to furnish notice, in
            writing, to Operating Partnership of Pilevsky's denial of consent
            (and the reasons for such denial) by the end of such five (5) day
            period.

4. Conditions Precedent to Closing.

      4.01  Operating Partnership's obligation under this Agreement to
            consummate the transaction contemplated herein is subject to the
            fulfillment of each of the following conditions.

            (a)   The representations and warranties of Pilevsky contained
                  herein shall be true, accurate and correct in all material
                  respects as of the Closing Date, except to the extent they
                  expressly relate only to an earlier date.

            (b)   All consents and approvals of governmental authorities and
                  parties to agreements to which Pilevsky is a party or by which
                  any of his assets is bound that are required with respect to
                  the consummation of the transactions contemplated by this
                  Agreement shall have been obtained and copies thereof shall
                  have been delivered to Operating Partnership at or prior to
                  the Closing.

            (c)   On or prior to the Closing Date, (i) Pilevsky shall not have
                  applied for or consented to the appointment of a receiver,
                  trustee or liquidator for himself or any of his assets unless
                  the same shall have been discharged prior to the Closing Date,
                  and no such receiver, liquidator or trustee shall


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<PAGE>

                  have otherwise been appointed, unless same shall have been
                  discharged prior to the Closing Date, (ii) Pilevsky shall not
                  have admitted in writing an inability to pay his debts as they
                  mature, (iii) Pilevsky shall not have made a general
                  assignment for the benefit of creditors, (iv) Pilevsky shall
                  not have been adjudicated a bankrupt or insolvent, or had a
                  petition for reorganization granted with respect to him, (v)
                  Pilevsky shall not have filed a voluntary petition seeking
                  reorganization or an arrangement with creditors or taken
                  advantage of any bankruptcy, reorganization, insolvency,
                  readjustment or debt, dissolution or liquidation law or
                  statute, or filed an answer admitting the material allegations
                  of a petition filed against him in any proceeding under any
                  such law or statute, or had any petition filed against him in
                  any proceeding under any such law or statute unless the same
                  shall have been dismissed, canceled or terminated prior to the
                  Closing Date.

            (d)   Philips Corp. shall have received shareholder approval for the
                  transactions hereunder.

            (e)   This Agreement shall not have been terminated, if expressly
                  permitted herein.

            (f)   There shall be no litigation or administrative agency or other
                  governmental proceeding of any kind whatsoever, pending or
                  threatened, which would materially and adversely affect any of
                  the OP Units.

            (g)   The closing of title (the "Group A Closing") under and
                  pursuant to that certain Purchase and Sale Agreement (the
                  "Group A Agreement") dated April 28, 2000, by and among Munsey
                  Park Associates, LLC, North Shore Triangle, LLC, Philips
                  Yonkers, LLC, Philips Henry, LLC, Philips Shopping Center
                  Fund, L.P. and Philips Lake Mary Associates, L.P.,
                  collectively as Seller, and Kimco Income Operating
                  Partnership, L.P. ("Kimco") as Purchaser, for each Property or
                  Ground Lease (each as defined in the Group A Agreement) shall
                  have occurred or shall have been excluded or postponed
                  pursuant to the terms of the Group A Agreement.

            (h)   All of the material conditions to and under the Group B
                  Agreement required to have been satisfied as of immediately
                  before the redemption described in Section 1 above shall have
                  been satisfied or waived.

      4.02  Pilevsky's obligation under this Agreement to consummate the
            transaction contemplated herein is subject to the fulfillment of
            each of the following conditions.

            (a)   The representations and warranties of Operating Partnership
                  contained herein shall be true, accurate and correct in all
                  material respects as of the Closing Date, except to the extent
                  they relate only to an earlier date.


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            (b)   All consents and approvals of governmental authorities and
                  parties to agreements to which Operating Partnership, Palm
                  Springs Ltd, any Palm Springs LLC or any of their respective
                  subsidiaries and affiliates is a party or by which any asset
                  of Operating Partnership, Palm Springs Ltd, any Palm Springs
                  LLC or any of their respective subsidiaries or affiliates is
                  bound (including with respect to any of the Property) that are
                  required with respect to the consummation of the transactions
                  contemplated by this Agreement shall have been obtained and
                  copies thereof shall have been delivered to Pilevsky at or
                  prior to the Closing.

            (c)   On or prior to Closing Date, (i) neither Operating
                  Partnership, Palm Springs Ltd, any Palm Springs LLC nor any of
                  their respective subsidiaries or affiliates shall have applied
                  for or consented to the appointment of a receiver, trustee or
                  liquidator for itself or any of its assets unless the same
                  shall have been discharged prior to the Closing Date, and no
                  such receiver, liquidator or trustee shall have otherwise been
                  appointed, unless same shall have been discharged prior to the
                  Closing Date, (ii) neither Operating Partnership, Palm Springs
                  Ltd, any Palm Springs LLC nor any of their respective
                  subsidiaries or affiliates shall have admitted in writing an
                  inability to pay its debts as they mature, (iii) neither
                  Operating Partnership, Palm Springs Ltd, any Palm Springs LLC
                  nor any of their respective subsidiaries or affiliates shall
                  have made a general assignment for the benefit of creditors,
                  (iv) neither Operating Partnership, Palm Springs Ltd, any Palm
                  Springs LLC nor any of their respective subsidiaries or
                  affiliates shall have been adjudicated a bankrupt or
                  insolvent, or had a petition for reorganization granted with
                  respect to itself, (v) neither Operating Partnership, Palm
                  Springs Ltd, any Palm Springs LLC nor any of their respective
                  subsidiaries or affiliates shall have filed a voluntary
                  petition seeking reorganization or an arrangement with
                  creditors or taken advantage of any bankruptcy,
                  reorganization, insolvency, readjustment or debt, dissolution
                  or liquidation law or statute, or filed an answer admitting
                  the material allegations of a petition filed against it in any
                  proceedings under any such law or statute, or had any petition
                  filed against it in any proceeding under any of such law or
                  statute unless the same shall have been dismissed, canceled or
                  terminated prior to the Closing Date.

            (d)   This Agreement shall not have been terminated, if expressly
                  permitted herein.

            (e)   There shall be no litigation or administrative agency or other
                  governmental proceeding of any kind whatsoever, pending or
                  threatened, which would materially and adversely affect any of
                  the Palm Springs LLCs or any portion of the Property.


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<PAGE>

            (f)   All of the material conditions to the Group B Closing required
                  to have been satisfied as of immediately prior to the
                  redemption described in Section 1 above (including, without
                  limitation, that the Distribution shall have been made) shall
                  have been satisfied or waived.

            (g)   At all times throughout its existence through and including
                  the date of Distribution, each Reconveyance LLC shall have
                  been a single member limited liability company that was
                  disregarded as a separate entity for United States federal tax
                  purposes.

            (h)   At all times throughout its existence through and including
                  the time of the redemption described in Section 1 above, A.
                  Pilevsky LLC shall have been a single member limited liability
                  company that was disregarded as a separate entity for United
                  States federal tax purposes.

            (i)   At the time of the Closing, the Pilevsky Property Interest
                  shall have an equity value of not less than $1,769,210 and be
                  subject to debt of not less than $942,554.

5. Delivery of Documents at Closing.

      5.01  Deliveries by Operating Partnership. Operating Partnership agrees to
            deliver (or cause to be delivered) to Pilevsky at the Closing the
            following agreements and documents ("Operating Partnership
            Documents"), all satisfactory in form and substance to Pilevsky:

            (a)   The Assignment, duly executed by Operating Partnership;

            (b)   A certificate of good standing and/or subsistence, dated not
                  more than thirty (30) days prior to the Closing Date, issued
                  by the Secretary of State of the State of Delaware with
                  respect to Operating Partnership, the State of Maryland with
                  respect to Philips Corp., the State of Florida with respect to
                  Palm Springs Ltd and the state of organization of A. Pilevsky
                  LLC with respect to A. Pilevsky LLC;

            (c)   Certified copies of a unanimous consent duly adopted by
                  Philips Corp. authorizing the execution, delivery and
                  performance of this Agreement and of each of the Operating
                  Partnership Documents;

            (d)   General release from Operating Partnership and Philips Corp.
                  in the form attached as Schedule D, duly executed by Operating
                  Partnership and Philips Corp.; and


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            (e)   Such other consents, documents and instruments as may be
                  reasonably required to effectuate the terms of this Agreement
                  and to comply with the terms hereof.

      5.02  Deliveries by Pilevsky. Pilevsky agrees to deliver (or cause to be
            delivered) to Operating Partnership at the Closing the following
            agreements and documents ("Pilevsky Documents"), all satisfactory in
            form and substance to Operating Partnership:

            (a)   The Assignment, duly executed by Pilevsky;

            (b)   General release from Pilevsky in the form attached as Schedule
                  E, duly executed by Pilevsky; and

            (c)   Such other consents, documents and instruments as may be
                  reasonably required to effectuate the terms of this Agreement
                  and to comply with the terms hereof.

      5.03  Further Assurances. After the Closing, at the request of either
            party hereto, and without further conditions or consideration, each
            party shall execute and deliver from time to time such other
            instruments, documents, agreements and/or take such other actions as
            the other party may reasonably request in order to more effectively
            consummate the transactions contemplated herein. This Section 5.03
            shall survive the Closing.

6. Remedies. If any party hereto shall be in default of or breach any of his or
its respective obligations hereunder, then each party shall have such rights or
remedies available at law and/or in equity, including, without limitation, the
right of specific performance.

7. Notices. All notices, requests, demands, consents or waivers and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given if delivered by (i) hand, (ii) facsimile (with
immediate confirmation), (iii) a nationally recognized overnight courier for
next business day delivery (charges prepaid), or (iv) certified or registered
mail, return receipt requested (postage prepaid):

            If to Operating Partnership, to:

                  Philips International Realty, L.P.
                  417 Fifth Avenue, Third Floor
                  New York, New York 10016
                  Attention: Louis J. Petra
                  Facsimile: (212) 545-1355


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<PAGE>

            With a copy to:

                  Pryor Cashman Sherman & Flynn, LLP
                  410 Park Avenue
                  New York, New York 10022
                  Attention:  Jonathan A. Bernstein, Esq.
                              Stephen G. Epstein, Esq.
                  Facsimile: (212) 326-0806

            If to Pilevsky, as follows:

                  Allen Pilevsky
                  1282 Marginal Road
                  Atlantic Beach, New York  11509
                  Facsimile: (212) 547-5444

            With a copy to:

                  McDermott Will & Emery
                  50 Rockefeller Plaza
                  New York, New York 10020-1605
                  Attention: Keith M. Pattiz, Esq.
                  Facsimile: (212) 547-5444

      or, in each case, to such other person or address as any party shall
      furnish to the other parties in writing. Notices shall be deemed to be
      delivered upon receipt or rejection.

8.    Confidentiality.

      8.01  (a) Operating Partnership, on behalf of itself and its
            Representatives (as defined in Section 8.03(a)), agrees that, prior
            to the Closing, all information relating to this Agreement shall be
            kept strictly confidential by Operating Partnership and its
            Representatives and shall not, without the prior written consent of
            Pilevsky, be disclosed by Operating Partnership or its
            Representatives, in any manner whatsoever, in whole or in part, and
            will not be used by Operating Partnership or its Representatives,
            directly or indirectly, for any purpose other than evaluating the
            transactions contemplated hereunder. The provisions of this Section
            8.01(a) shall in no event apply to any information which is a matter
            of public record and shall not prevent Operating Partnership,
            Philips Corp., Kimco Income Operating Partnership, L.P., Kimco
            Income REIT, Inc. or any of their respective Affiliates or
            Representatives (i) from complying with any Law to which any of them
            is subject and (ii) from making any disclosure required to be made
            by any of them which any of them deem appropriate to the public,
            their respective shareholders or any other person or persons
            pursuant to any Securities and Exchange Law or other Law.


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<PAGE>

            (b) Pilevsky, on behalf of himself and his Representatives, agrees
            that, prior to the Closing, all information relating to this
            Agreement shall be kept strictly confidential by him and his
            Representatives and shall not, without the prior written consent of
            Operating Partnership, be disclosed by him or his Representatives in
            any manner whatsoever, in whole or in part, and will not be used by
            him or his Representatives, directly or indirectly, for any purpose
            other than evaluating the transactions contemplated hereunder. The
            provisions of this Section shall in no event apply to any
            information which is a matter of public record and shall not prevent
            Pilevsky or any of his Representatives from complying with any Law
            to which he or any of his Representatives is subject.

      8.02  (a) Operating Partnership shall indemnify and hold Pilevsky and his
            Representatives harmless from and against any and all claims,
            demands, causes of action, losses, damages, liabilities, costs and
            expenses (including, without limitation, reasonable attorneys' fees
            and disbursements) suffered or incurred by Pilevsky or any of his
            Affiliate or Representatives and arising out of or in connection
            with a breach by Operating Partnership or any of its Affiliates or
            Representatives of any provision of this Section 8.

            (b) Pilevsky shall indemnify and hold Operating Partnership and its
            Representatives harmless from and against any and all claims,
            demands, causes of action, losses, damages, liabilities, costs and
            expenses (including, without limitation, reasonable attorneys' fees
            and disbursements) suffered or incurred by Operating Partnership or
            any of its Affiliates and arising out of or in connection with a
            breach by Pilevsky or any of his Affiliates or Representatives of
            any provision of this Section 8.

      8.03  As used in this Agreement, the following terms shall have the
            following meanings:

            (a) "Representative" shall mean with respect to any person, any
            member, shareholder, partner, manager, director, officer, trustee,
            principal, agent, employee, contractor, broker, and/or other
            representative of Operating Partnership or Pilevsky, including, the
            attorneys, accountants and financial advisors of any of them.

            (b) "Affiliate" shall mean, with respect to any person, a parent,
            subsidiary or other affiliate of such person.

      8.04  The provisions of this Section 8 shall survive the Closing.

9.    Miscellaneous.

      9.01  This Agreement shall not be altered, amended, changed, waived,
            terminated or otherwise modified in any respect or particular, and
            no consent or approval


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            required pursuant to this Agreement shall be effective, unless the
            same shall be in writing and signed by or on behalf of the party to
            be affected thereby.

      9.02  This Agreement may not be assigned by any party hereto.

      9.03  This Agreement shall be binding upon, and shall inure to the benefit
            of, the parties hereto and to their respective heirs, executors,
            administrators, successors and permitted assigns.

      9.04  All prior statements, understandings, representations and agreements
            between the parties, oral or written, are superseded by and merged
            into this Agreement, which alone fully and completely expresses the
            agreement between them in connection with this transaction and which
            is entered into after full investigation, neither party relying upon
            any statement, understanding, representation or agreement made by
            the other not embodied in this Agreement. This Agreement shall be
            given a fair and reasonable construction in accordance with the
            intentions of the parties hereto, and without regard to or aid of
            canons requiring construction against the party drafting this
            Agreement.

      9.05  Except as otherwise expressly provided herein, all of the parties'
            representations, warranties, covenants and agreements herein shall
            merge into the documents and agreements executed at the Closing and
            shall not survive the Closing.

      9.06  No failure or delay of either party in the exercise of any right or
            remedy given to such party hereunder or the waiver by any party of
            any condition hereunder for his benefit (unless the time specified
            herein for exercise of such right or remedy has expired) shall
            constitute a waiver of any other or further right or remedy nor
            shall any single or partial exercise of any right or remedy preclude
            other or further exercise thereof or any other right or remedy. No
            waiver by any party of any breach hereunder or failure or refusal by
            any other party to comply with his obligations shall be deemed a
            waiver of any other or subsequent breach, failure or refusal to so
            comply.

      9.07  Neither this Agreement nor any memorandum thereof shall be recorded
            by either party hereto and any attempted recordation hereof shall be
            void and shall constitute a default under this Agreement.

      9.08  This Agreement may be executed in one or more counterparts, each of
            which so executed and delivered shall be deemed an original, but all
            of which taken together shall constitute but one and the same
            instrument.

      9.09  The caption headings in this Agreement are for convenience only and
            shall not be construed to modify, explain or alter any of the terms,
            covenants or conditions herein contained. Any and all schedules and
            exhibits referenced herein are by this reference hereby made a part
            hereof and incorporated herein.


                                       12
<PAGE>

      9.10  This Agreement shall be interpreted and enforced in accordance with
            the laws of the State of New York, without reference to its
            conflicts of law principles and, in the event of any dispute in
            connection with this Agreement, venue shall be in the federal and
            state courts located in New York County, State of New York.

      9.11  If the last day of the period prescribed herein for the giving of
            any notice, election, consent, approval, demand, objection or
            request or the submission of any documents by any party hereunder
            shall fall on a Saturday, Sunday or any day observed as a public
            holiday by the federal government or the State of New York, then
            such period shall be deemed to be extended to the immediately
            following day which is not a Saturday, Sunday or such public
            holiday. The term "business day" as used in this Agreement shall
            mean any day other than Saturday, Sunday or any day observed as a
            public holiday by the federal government or the State of New York.

      9.12  Unless otherwise specified herein, for purposes of this Agreement
            (a) references to persons or parties include their permitted
            successors and assigns; (b) references to modifications or
            amendments shall in all events mean modifications and amendments;
            (c) references to statutes are to be construed as including all
            rules and regulations adopted pursuant to the statute referred to
            and all statutory provisions consolidating, amending or replacing
            the statute referred to; (d) references to agreements and other
            contractual instruments shall be deemed to include all subsequent
            amendments and other modifications thereto entered into from time to
            time after the date hereof; (e) the words "include" or "including",
            and words of similar import, shall be deemed to be followed by the
            words "but not limited to" or "without limitation"; (f) the words
            "hereto", "herein", "hereof' and "hereunder", and words of similar
            import, refer to this Agreement in its entirety; and (g) unless
            otherwise specified herein, all references to Sections are to
            Sections of this Agreement. Terms defined herein may be used in the
            singular or the plural; when used in the singular and preceded by
            "a", "an" or "any", such term shall be taken to indicated one or
            more members of the relevant class; and when used in the plural,
            such term shall be taken to indicate all members of the relevant
            class.

      9.13  If any provision of this Agreement shall be unenforceable or
            invalid, the same shall not affect the remaining provisions of this
            Agreement and to this end the provisions of this Agreement are
            intended to be and shall be severable.

      9.14  The parties hereto hereby waive trial by jury in any action,
            proceeding or counterclaim brought by either against the other on
            any matter arising out of or in any way connected with this
            Agreement.

      9.15  This Agreement shall not be binding upon any party unless and until
            each of the parties shall have executed and delivered a fully
            executed original of this Agreement to the other parties.


                                       13
<PAGE>

      9.16  All schedules attached hereto are hereby incorporated herein by
            reference and made a part hereof.

      9.17  In the event that any party hereto brings an action or proceeding
            for a declaration of the rights of the parties under this Agreement,
            for injunctive relief, or for an alleged breach or default of this
            Agreement, or any other action arising out of this Agreement or the
            transactions contemplated hereby, the prevailing party in any such
            action shall be entitled to an award of reasonable attorneys' fees,
            disbursements and any court costs incurred in connection with such
            action or proceeding, in addition to any other damages or relief
            awarded, regardless of whether such action proceeds to final
            judgment.

10.   As Is

      10.01 Pilevsky expressly acknowledges and agrees that, subject to and in
accordance with the terms and conditions of this Agreement, in connection with
distribution of the Assigned Interest to Pilevsky, Pilevsky accepts the Property
and Pilevsky Property Interest on an "as-is-where-is and with all faults" basis.

      10.02 This Agreement, as written, contains all the terms of the agreement
entered into between the parties as of the date hereof, and Pilevsky
acknowledges that neither Operating Partnership nor any of its Affiliates or
Representatives, has made any representations or held out any inducements to
Pilevsky, and Operating Partnership hereby specifically disclaims any
representation, oral or written, past, present or future, other than those
specifically set forth in this Agreement. Without limiting the generality of the
foregoing, Pilevsky has not relied on any representations or warranties, and
neither Operating Partnership nor any of its Affiliates or Representatives has
or is willing to make any representations or warranties, express or implied,
other than as may be expressly set forth herein, as to: (a) the status of title
to the Property or the Pilevsky Property Interest; (b) the current or future
real estate tax liability, assessment or valuation of the Property or Pilevsky
Property Interest; (c) the potential qualification of the Property or Pilevsky
Property Interest for any and all benefits conferred by any Laws whether for
subsidies, special real estate tax treatment, insurance, mortgages or any other
benefits, whether similar or dissimilar to those enumerated; (d) the compliance
of the Property or the Pilevsky Property Interest in its current or any future
state with applicable Laws or any violations thereof, including, without
limitation, those relating to access for the handicapped, environmental or
zoning matters, and the ability to obtain a change in the zoning or a variance
in respect to the Property's or Pilevsky Property Interest's non-compliance, if
any, with zoning Laws; (e) the nature and extent of any right-of-way, lease,
possession, lien, encumbrance, license, reservation, condition or otherwise; (f)
the availability of any financing for the purchase, alteration, rehabilitation
or operation of the Property or Pilevsky Property Interest from any source,
including, without limitation, any government authority or any lender; (g) the
current or future use of the Property or the Pilevsky Property Interest; (h) the
present and future condition and operating state of any personal property and
the present or future structural and physical condition of the buildings or
other improvements located on the Property or the Pilevsky Property Interest,
their suitability for rehabilitation or renovation, or the need for expenditures
for capital improvements, repairs or replacements thereto; (i) the viability,
financial condition or


                                       14
<PAGE>

continued occupancy of any tenant; (j) the status of the leasing market in which
any Property or Pilevsky Property Interest is located; or (k) the actual or
projected income or operating expenses of the Property or Pilevsky Property
Interest.

      10.03 Pilevsky or anyone claiming by, through or under Pilevsky, hereby
fully and irrevocably releases Operating Partnership, its Affiliates and
Representatives, from any and all claims that it may now have or hereafter
acquire against Operating Partnership, its Affiliates or Representatives for any
cost, loss, liability, damage, expense, action or cause of action, whether
foreseen or unforeseen, arising from or related to any construction defects,
errors or omissions on or in the Property or Pilevsky Property Interest, the
presence of environmentally hazardous, toxic or dangerous substances, or any
other conditions (whether patent, latent or otherwise) affecting the Property or
Pilevsky Property Interest. Pilevsky further acknowledges and agrees that this
release shall be given full force and effect according to each of its expressed
terms and provisions, including, but not limited to, those relating to unknown
and suspected claims, damages and causes of action.

      10.04 This Section 10 shall survive the Closing or sooner termination of
this Agreement.

            [The remainder of this page is intentionally left blank.]


                                       15
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered all on the day and year first above written.

                                   PHILIPS INTERNATIONAL REALTY CORP, a
                                   Maryland corporation

                                   By: /s/ Louis J. Petra
                                      ----------------------------
                                   Name: Louis J. Petra
                                   Title: President

                                   OPERATING PARTNERSHIP:

                                   PHILIPS INTERNATIONAL REALTY, L.P., a
                                   Delaware limited partnership

                                   By: Philips International Realty Corp., a
                                       Maryland corporation, its general partner

                                   By: /s/ Louis J. Petra
                                       ----------------------------
                                   Name: Louis J. Petra
                                   Title: President



                                    /s/ Allen Pilvesky
                                    --------------------------------
                                    ALLEN PILEVSKY

<PAGE>

                                   SCHEDULE A

                        LEGAL DESCRIPTION OF THE PROPERTY

                                 [See attached]

<PAGE>

                                   SCHEDULE B

                               INTENTIONALLY DELETED

<PAGE>

                                   SCHEDULE C

                      ASSIGNMENT OF MEMBERSHIP INTEREST IN
                                 A.PILEVSKY LLC

      THIS ASSIGNMENT (this "Assignment") is made as of this ___ day of
___________, 2000, by and between PHILIPS INTERNATIONAL REALTY, L.P., a Delaware
limited partnership, having an office at 417 Fifth Avenue, Third Floor, New
York, New York 10016 ("Assignor") and ALLEN PILEVSKY, an individual having a
residence at 1282 Marginal Road, Atlantic Beach, New York 11509 ("Assignee").

                              W I T N E S S E T H:

      WHEREAS, Assignor owns all of the interests in A. Pilevsky LLC, a [   ]
limited liability company (the "LLC");

      WHEREAS, LLC owns undivided interests in two of the parcels referred to as
Components 1 and 2 comprising that certain real property located in Dade County,
Florida as more particularly described on Schedule 1 annexed hereto (the
"Property");

      WHEREAS, this Assignment is being made pursuant to that certain Redemption
Agreement dated as of April __, 2000 (the "Redemption Agreement") by and between
Assignor and Assignee, whereby in exchange for all of the OP Units (as defined
therein), Assignor shall distribute to Assignee all of the interests (the
"Assigned Interest") in Company having an equity value and being encumbered by
such debt as set forth in the Redemption Agreement.

      NOW, THEREFORE, for Ten ($10) Dollars and other good and valuable
consideration, the mutual receipt and legal sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:

1.    All of the recitals set forth above are incorporated herein as if fully
      set forth below.

2.    Assignor represents and warrants to Assignee that: (a) Assignor is the
      record owner of the Assigned Interest, and the Assigned Interest is free
      and clear of any lien, claim or encumbrance; (b) Assignor has full right,
      power and authority to perform the terms of this Assignment; and (c)
      Assignor has not heretofore sold, assigned, transferred, encumbered,
      pledged or hypothecated all or any part of the Assigned Interest.

3.    Assignor hereby sells, grants, assigns, transfers and conveys to Assignee
      all of its legal and beneficial right, title and interest in and to the
      Assigned Interest which shall include, without limitation, all right,
      title and interest, if any, of Assignor in and to the assets of Company
      and Assignor's right to receive any past, present or future profits,
      gains, losses and distributions of any nature from Company.

<PAGE>

4.    Assignee hereby accepts the Assignment of the Assigned Interest and agrees
      to assume, fulfill, perform and discharge all the obligations and
      liabilities of Assignor with respect to the Assigned Interest, accruing or
      obligated to be performed from and after the date hereof.

5.    The Assigned Interest shall have an equity value and being encumbered by
      such debt as set forth in the Redemption Agreement.

6.    This Assignment shall inure to the benefit of and be binding upon the
      parties hereto and their respective successors and assigns.

7.    This Assignment is the final expression of, and contains the entire
      agreement between, the parties with respect to the subject matter hereof,
      and supersedes all prior understandings with respect thereto.

8.    This Assignment may not be modified, changed, supplemented or terminated,
      nor may any obligations hereunder be waived, except by written instrument,
      signed by the party to be charged or by its agent duly authorized in
      writing, or as otherwise expressly permitted herein.

9.    This Assignment shall be interpreted and enforced in accordance with the
      laws of the State of New York without reference to principles of conflicts
      of laws.

10.   This Assignment may be executed in one or more counterparts, each of which
      shall be deemed to be an original Assignment, but all of which, taken
      together, shall constitute but one and the same Assignment.

            [The remainder of this page is intentionally left blank.]


                                       2
<PAGE>

      IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as
of the date first written above.

WITNESS:                           ASSIGNOR:

                                   PHILIPS INTERNATIONAL REALTY, L.P., a
                                   Delaware limited partnership

                                   By: Philips International Realty Corp., a
                                       Maryland corporation, its general partner

________________________           By:___________________________
Print Name:_____________           Name:
                                   Title:

WITNESS:                           ASSIGNEE:

________________________           ______________________________
Print Name:_____________           ALLEN PILEVSKY

<PAGE>

                                   SCHEDULE 1

                        LEGAL DESCRIPTION OF THE PROPERTY

                                 [See attached]

<PAGE>

                                   SCHEDULE D

                                 GENERAL RELEASE
                           FROM OPERATING PARTNERSHIP

                                     RELEASE

TO ALL WHOM THESE PRESENTS
SHALL COME OR MAY CONCERN, KNOW THAT

PHILIPS INTERNATIONAL REALTY, L.P., a Delaware limited partnership, and PHILIPS
INTERNATIONAL REALTY CORP., a Maryland corporation, having an office at 417
Fifth Avenue, Third Floor, New York, New York 10016, on behalf of themselves and
each of their respective direct or indirect subsidiaries, employees, officers,
directors or other affiliates, successors, predecessors and permitted assigns

                            collectively as RELEASOR,

for good and valuable consideration, receipt of which is hereby acknowledged,
release and discharge

ALLEN PILEVSKY, an individual having a residence at 1282 Marginal Road, Atlantic
Beach, New York 11509, and his direct or indirect subsidiaries, affiliates or
partners, successors, predecessors and permitted assigns

                            collectively, as RELEASEE

from all actions, causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, extents,
executions, claims and demands whatsoever, in law, admiralty or equity, which
against RELEASEE, RELEASOR, ever had, now have or hereafter can, shall or may,
have for, upon, or by reason of any matter, cause or thing whatsoever from the
beginning of the world to the day of the date of this Release and relating to,
arising under or in connection with that certain Redemption Agreement dated as
of April __, 2000 by and among RELEASOR and RELEASEE.

This RELEASE may not be changed orally.

            [The remainder of this page is intentionally left blank.]

<PAGE>

In Witness Whereof, RELEASOR has hereunto set RELEASOR's hand and seal on this
___ day of April, 2000.

WITNESS:                           RELEASOR:

                                   PHILIPS INTERNATIONAL REALTY, L.P., a
                                   Delaware limited partnership

                                   By: Philips International Realty Corp., a
                                       Maryland corporation, its general partner

________________________           By:___________________________
Print Name:_____________           Name:
                                   Title:

                                   PHILIPS INTERNATIONAL REALTY CORP., a
                                   Maryland corporation

________________________           By:___________________________
Print Name:_____________           Name:
                                   Title:

WITNESS:                           RELEASEE:

________________________           ______________________________
Print Name:_____________           ALLEN PILEVSKY

<PAGE>

                                   SCHEDULE E

                                 GENERAL RELEASE
                                  FROM PILEVSKY

                                     RELEASE

TO ALL WHOM THESE PRESENTS
SHALL COME OR MAY CONCERN, KNOW THAT

ALLEN PILEVSKY, an individual having a residence 1282 Marginal Road, Atlantic
Beach, New York 11509, and his direct or indirect subsidiaries, affiliates or
partners, successors, predecessors and permitted assigns

                            collectively, as RELEASOR

for good and valuable consideration, receipt of which is hereby acknowledged,
release and discharge

PHILIPS INTERNATIONAL REALTY, L.P., a Delaware limited partnership, and PHILIPS
INTERNATIONAL REALTY CORP., a Maryland corporation, having an office at 417
Fifth Avenue, Third Floor, New York, New York 10016, on behalf of themselves and
each of their respective direct or indirect subsidiaries, employees, officers,
directors or other affiliates, successors, predecessors and permitted assigns

                            collectively as RELEASEE

from all actions, causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, extents,
executions, claims and demands whatsoever, in law, admiralty or equity, which
against RELEASEE, RELEASOR, ever had, now have or hereafter can, shall or may,
have for, upon, or by reason of any matter, cause or thing whatsoever from the
beginning of the world to the day of the date of this Release and relating to,
arising under or in connection with that certain Redemption Agreement dated as
of April __, 2000 by and among RELEASOR and RELEASEE.

This RELEASE may not be changed orally.

            [The remainder of this page is intentionally left blank.]

<PAGE>

In Witness Whereof, RELEASOR has hereunto set RELEASOR's hand and seal on this
___ day of April, 2000.

WITNESS:                           RELEASOR:

________________________           ______________________________
Print Name:_____________           ALLEN PILEVSKY

WITNESS:                           RELEASEE:

                                   PHILIPS INTERNATIONAL REALTY, L.P., a
                                   Delaware limited partnership

                                   By: Philips International Realty Corp., a
                                       Maryland corporation, its general partner

________________________           By:___________________________
Print Name:_____________           Name:
                                   Title:

                                   PHILIPS INTERNATIONAL REALTY CORP., a
                                   Maryland corporation

________________________           By:___________________________
Print Name:_____________           Name:
                                   Title:


</TEXT>
</DOCUMENT>
