Real Estate

PURCHASE AND SALE AGREEMENT

        PURCHASE AND SALE AGREEMENT ("Agreement") made this 1^st day of November, 2002 BETWEEN MC-CAP, L.L.C., a Delaware limited liability company ("Seller"), and [Intentionally Omitted], a Delaware limited liability company ("Purchaser");

        WHEREAS, Seller is the beneficial and record owner of the Membership Interests (as hereinafter defined) in ARCap Investors, L.L.C., a Delaware limited liability company (the "Company") represented and expressed by the common membership units listed on Schedule 1 annexed hereto (together and collectively with all rights, title and interest in and to the Company as a consequence of the ownership thereof, including, without limitation, all Membership Interests represented or expressed thereby, and all rights to dividends and other distributions appertaining to such units or such Membership Interests accruing after the Closing (as hereinafter defined), the "Units");

        WHEREAS, as used herein, the terms "Board of Managers," "Member," "Membership Interests" and "Substitute Member" have the meanings provided in that certain Amended and Restated Limited Liability Company Agreement of ARCap Investors, L.L.C. made as of August 4, 2000 by and among [Intentionally Omitted], and the additional parties set forth on Schedule A attached thereto, as amended by a certain First Amendment dated February 16, 2001, as further amended by a certain Second Amendment adopted by resolution of the Board of Managers on March 15-16, 2001, as further amended by a certain Third Amendment adopted by consent of the Members, September, 2001, and as further amended by that certain Fourth Amendment dated as of August 6, 2002 (as so amended, the "LLC Agreement");

        WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, the Units for the purchase price and upon the terms and conditions set out in this Agreement;

        NOW, THEREFORE, in consideration of the premises and mutual covenants set out in this Agreement, and other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.    Sale and Purchase of Units

        1.1.    Sale.    At the Closing, as hereinafter defined, Seller shall irrevocably sell, convey, transfer and assign all of the Units to Purchaser, and Purchaser shall irrevocably purchase the Units from Seller, for the purchase price provided in this Agreement but subject to the terms and conditions hereof.

        1.2.    Substitute Member. It is specifically intended by Seller and Purchaser that Purchaser shall become a Substitute Member in the Company as the holder of the Membership Interests represented and expressed by the Units. In accordance with Section 12.2(a) of the LLC Agreement, Seller hereby expressly gives Purchaser the right to become and be a Substitute Member entitled to all of the rights of a Member with such Membership Interests.

2.    Purchase Price

        2.1.    Purchase Price. The portion of the purchase price to be paid for the Units that Purchaser agrees to deliver at Closing and Seller agrees to accept at Closing (the "Closing Payment") is Twenty Million, Two Hundred Twenty-Four Thousand, Six Hundred Thirty-Two and No/100 Dollars ($20,224,632.00).

        2.2.    Appreciation Contingency.

        (a)    In addition to the Closing Payment, Purchaser shall pay to Seller certain additional consideration for the Units (any such additional consideration, the "Appreciation Contingency" and, together with the Closing Payment, the "Purchase Price"), if on or before the fifth (5^th)

NEW VALLEY CORP
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AMERICAN FINANCIAL REALTY TRUST
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PURCHASE AND SALE AGREEMENT

DATED: January 31, 2003

BETWEEN: SELLERS

CAPITAL LANE PROPERTY HOLDING, LP, a Delaware limited partnership ("Capital I") and CAPITAL LANE PROPERTY HOLDING II, LP, a Delaware limited partnership ("Capital II"). Each of Capital I and Capital II is hereinafter sometimes individually referred to as a "Seller", and Capital I and Capital II are hereinafter sometimes collectively referred to as "Sellers".

AND: PURCHASER

KEYSTONE OPERATING PARTNERSHIP, L.P. ("Purchaser")

        A. Capital I owns the parcels of land described in Exhibit A, attached hereto, (the "Capital I Land") together with all the reversions, remainders, easements, rights of way, appurtenances, tenements, hereditaments and water rights (if any) appertaining to or otherwise benefiting the Capital I Land or any of the Capital I Improvements (as defined below).

        B. Capital I also owns the warehouse buildings containing approximately 1,005,281 square feet of rentable space (the "Capital I Buildings") and the other facilities, structures and improvements now or hereafter erected on the Capital I Land (the "Capital I Improvements").

        C. Capital II owns the parcels of land described in Exhibit B, attached hereto (the "Capital II Land"), together with all the reversions, remainders, easements, rights of way, appurtenances, tenements, hereditaments and water rights (if any) appertaining to or otherwise benefiting the Capital II Land or any of the Capital II Improvements (as defined below).

        D. Capital II also owns the warehouse buildings containing approximately 538,431 square feet of rentable space (the "Capital II Buildings") and the other facilities, structures and improvements now or hereafter erected on the Capital II Land (the "Capital II Improvements").

        E. The Capital I Land and the Capital II Land are hereinafter sometimes collectively referred to as the "Land". The Capital I Buildings and the Capital II Buildings are hereinafter sometimes collectively referred to as the "Buildings". The Capital I Improvements and the Capital II Improvements are hereinafter sometimes collectively referred to as the "Improvements". The Land, the Buildings and the Improvements owned by an individual Seller are hereinafter sometimes collectively referred to as a "Property". The Land, the Buildings, the Personal Property and the Improvements owned by both Sellers are hereinafter sometimes collectively referred to as the "Properties". All intangible assets of any nature relating to the Properties (including, but not limited to, guaranties or warranties relating to the Properties or any elements thereof; plans, specifications, drawings and prints of the Properties; trademarks or trade names associated with the Properties; and all licenses, permits, approvals, certificates of occupancy, dedications, subdivision maps and entitlements now or hereafter issued, approved or granted in connection with the Properties) are hereinafter sometimes collectively referred to as the "Intangibles". The Properties, together with Sellers' right, title and interests in and to, the Leases, the Service Contracts which Purchaser elects to assume pursuant to this Agreement and the Intangibles (if any) are sometimes hereinafter referred to as the "Project".

        F. Capital I has entered into the leases described in Exhibit C, attached hereto (the "Capital I Leases") and Capital II has entered into the leases described in Exhibit D, attached hereto (the "Capital II Leases"). The Capital I Leases and the Capital II Leases are hereinafter sometimes collectively referred to as the "Leases".

        G. Capital I and Capital II have entered into those service contracts maintenance contracts and equipment leases relating to the operation of the Buildings described in Exhibit E, attached hereto (the "Service Contracts").

        I. Sellers desire to sell, and Purchaser desires to purchase, the Project, subject to the terms of this Agreement.

        NOW, THEREFORE, intending to be legally bound the parties agree as follows:

1.    PURCHASE AND SALE OF THE ENTITY INTERESTS

        Sellers agree to sell and convey to Purchaser, and Purchaser agrees to purchase from Sellers, free and clear of all liens, pledges, claims, assignments, security interests and other encumbrances of any nature, and subject to the terms and conditions set forth in this Agreement, the Project.

2.    TOTAL PURCHASE PRICE AND DEPOSIT

        2.1.    Purchase Price. The total purchase price for the Project is Forty-Seven Million Five Hundred Thousand Dollars ($47,500,000) (the "Purchase Price").

        2.2.    Deposit. One (1) business day after the full and final execution of this Agreement, Purchaser shall deposit the sum of Two Hundred Fifty Thousand and No/100 Dollars ($250,000) in immediately available funds (the "Deposit") with the Title Company (as hereinafter defined) as escrow agent (in such capacity, "Escrow Agent") pursuant to the escrow instructions attached as Exhibit H hereto. If this Agreement is not terminated on or before the expiration of the Review Period (as hereinafter defined), the Deposit shall be non-refundable except as herein provided and shall be held and delivered by Escrow Agent in accordance with the provisions of such escrow instructions. Any interest earned on the Deposit shall be considered a part of the Deposit. Except as expressly set forth herein, the Deposit shall be applied against the Purchase Price on the Closing Date (as hereinafter defined). The balance of the Purchase Price, adjusted for all prorations, credits and debits provided for herein, shall be paid in cash or immediately available funds at the Closing (as hereinafter defined) as provided in Section 8 below.

3.    PURCHASER'S REVIEW PERIOD

        Purchaser shall have until 5:00 p.m. (Chicago time) on February 10, 2003 (the "Review Period") to satisfy itself concerning all aspects of the Project, including, without limitation, the status of title thereto; the physical and environmental condition of the Properties; the insurance policies, contracts, leases and all other operational and financial aspects of the Properties and all other Due Diligence Materials (as hereinafter defined) and to obtain all needed committee approvals of this transaction. During the Review Period, Purchaser shall have the right at Purchaser's expense to perform such tests, inspections and feasibility studies on the Properties as Purchaser may deem necessary (collectively, the "Inspections") on and subject to the terms and conditions of that certain Property Access Agreement dated January 9, 2003 (the "Access Agreement"). Without limitation of the foregoing, Purchaser shall have access to the Properties for purposes of such inspections pursuant to the Access Agreement. On or before the end of the Review Period Purchaser may, in Purchaser's sole discretion, elect to terminate this Agreement by delivery of written notice to Seller for any or no reason, whereupon this Agreement shall automatically terminate, the Deposit shall be returned to Purchaser, and, except for the Post-Termination Obligations referred to Section 12.1 below, neither party shall have any obligations to the other by virtue of this Agreement. Purchaser shall remain subject to the confidentiality obligations set forth in the Access Agreement, which obligations shall expire on the Closing Date provided the parties proceed to Closing.