PRUDENTIAL REALTY TRUST, SC 14D1/A, 1995-07-18

PRUDENTIAL REALTY TRUST
SC 14D1/A, 1995-07-18
REAL ESTATE INVESTMENT TRUSTS

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<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14D-1
Final Amendment
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934

and

SCHEDULE 13D
Amendment No. 14

PRUDENTIAL REALTY TRUST
(Name of Subject Company)
BLACK BEAR REALTY, LTD.
(Bidder)

CAPITAL SHARES OF BENEFICIAL INTEREST, $0.01 PAR VALUE
(Title of Class of Securities)

74435P-20-3
(CUSIP Number of Class of Securities)

Copy to:

Richard M. Osborne Byron S. Krantz, Esq.
Managing Member Kohrman Jackson & Krantz
Black Bear Realty, Ltd. One Cleveland Center, 20th Floor
7001 Center Street 1375 East Ninth Street
Mentor, Ohio 44060 Cleveland, Ohio 44114
(216) 951-1111 (216) 696-8700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of Bidder)

CALCULATION OF FILING FEE

<TABLE>
<CAPTION>
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Transaction Valuation* Amount of Filing Fee**
- --------------------- --------------------
<S> <C>
$3,340,500 $668.10
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<FN>

* For purposes of calculating filing fee only. This calculation assumes
the purchase of 11,135,000 Capital Shares of Beneficial Interest of
Prudential Realty Trust at $0.30 net per share in cash.

** 1/50 of one percent of the Transaction Valuation.

</TABLE>

/X/ Check box if any part of the fee is offset as provided in Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the
form or schedule and date of its filing.

Amount Previously Paid: $668.10 Filing Party: Same
Form or Registration No.: 14D-1 Date Filed: May 17, 1995

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<PAGE> 2
CUSIP No. 74435P-20-3

SCHEDULE 14D-1

<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON

BLACK BEAR REALTY, LTD.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [ X ]
-----

(B) [ ]
-----

- ------------------------------------------------------------------------------------------------------------------------------------

3 SEC USE ONLY
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4 SOURCES OF FUNDS (SEE INSTRUCTIONS)
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(E) OR 2(F)
[ ]
-----

- ------------------------------------------------------------------------------------------------------------------------------------

6 CITIZENSHIP OR PLACE OF ORGANIZATION

OHIO
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-
- ------------------------------------------------------------------------------------------------------------------------------------

8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[ ]
-----
- ------------------------------------------------------------------------------------------------------------------------------------

9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)

0.0%
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10 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO
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</TABLE>
<PAGE> 3
CUSIP No. 74435P-20-3

SCHEDULE 14D-1

<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON

RICHARD M. OSBORNE
- ------------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [ X ]
-----

(B) [ ]
-----

- ------------------------------------------------------------------------------------------------------------------------------------

3 SEC USE ONLY

- ------------------------------------------------------------------------------------------------------------------------------------

4 SOURCES OF FUNDS (SEE INSTRUCTIONS)

- ------------------------------------------------------------------------------------------------------------------------------------

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(E) OR 2(F) [ ]
-----

- ------------------------------------------------------------------------------------------------------------------------------------

6 CITIZENSHIP OR PLACE OF ORGANIZATION

OHIO
- ------------------------------------------------------------------------------------------------------------------------------------

7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,160,100
- ------------------------------------------------------------------------------------------------------------------------------------

8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
-----

- ------------------------------------------------------------------------------------------------------------------------------------

9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)

19.4%
- ------------------------------------------------------------------------------------------------------------------------------------

10 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 4
CUSIP No. 74435P-20-3

This Final Amendment to Schedule 14D-1 also constitutes a statement on
Schedule 13D by Richard M. Osborne, the sole managing member of Black Bear
Realty, Ltd., an Ohio limited liability company (the "Purchaser").

The Purchaser announced that it has (1) terminated its May 17, 1995
tender offer to purchase all outstanding capital shares of beneficial interest,
par value $0.01 per share (the "Shares"), of Prudential Realty Trust, a
Massachusetts business trust (the "Company"), at $0.30 per share, without
accepting any Shares for payment, and (2) entered into a Settlement and
Standstill Agreement, dated as of July 17, 1995 (the "Settlement Agreement"),
by and among the Company, The Prudential Realty Advisors, Inc., a New Jersey
corporation (the "Company Advisor"), the Trustees of the Company (the Company,
the Company Advisor and the Trustees collectively, the "Company Parties"), Mr.
Osborne, Turkey Vulture Fund XIII, Ltd., an Ohio limited liability company (the
"Fund"), and the Purchaser (Mr. Osborne, the Fund and the Purchaser
collectively, the "Osborne Parties"). The press release announcing the
termination and entry into of the Settlement Agreement is attached hereto as
Exhibit (a)(12).

Unless otherwise indicated herein, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule
14D-1 or in the Offer to Purchase referred to therein.

ITEM 10. ADDITIONAL INFORMATION.

Item 10 is amended and supplemented by adding the following:

On July 17, 1995, the Purchaser announced that it has (1) terminated
its May 17, 1995 tender offer to purchase all outstanding Shares, without
accepting any Shares for payment, and (2) entered into a Settlement Agreement
pursuant to which the parties agreed, among other matters, to execute
stipulations of dismissal with prejudice of all claims, counterclaims and/or
third party claims that were asserted by the parties (the "Stipulations of
Dismissal") and a joint motion for dismissal (the "Joint Motion for Dismissal")
in the actions captioned Richard M. Osborne v. Prudential Realty Trust, and
Jeffrey L. Danker, Thomas F. Murray, Joseph M. Selzer, Richard J. Boyle,
Francis L. Bryant, as Trustees of Prudential Realty Trust (Suffolk No.
95-E-0016) (the "Removal Action") and Richard M. Osborne, et al. v. Prudential
Realty Trust, and Jeffrey L. Danker, Thomas F. Murray, Joseph M. Selzer,
Richard J. Boyle, Francis L. Bryant, as Trustees of Prudential Realty Trust
(Civ. Act. No. 95-2095A) (the "Probate Action," and together with the Removal
Action, the "Trial Court Actions").

As of the close of business on July 17, 1995, approximately 3.1
million Shares of the Company had been tendered and not withdrawn. All
tendered Shares will be returned to the respective tendering shareholders.

<PAGE> 5
CUSIP No. 74435P-20-3

The Settlement Agreement provides that each of the Osborne Parties and
its affiliates will not, without the prior written consent of the Trustees,
acquire any additional voting securities of the Company ("Company Stock") and
that none of the Osborne Parties or their affiliates will, without the prior
written consent of the Trustees, transfer any shares of Company Stock except
(1) pursuant to a publicly announced tender offer for any shares of Company
Stock by a person (other than any of the Osborne Parties or their affiliates),
which tender offer the Trustees have voted to recommend to holders of any
shares of Company Stock, (2) subject to certain volume limitations, pursuant to
open market sales effected in accordance with brokers' transactions and the
restrictions of Rule 144(f) and (g) of the Securities Act of 1933, as amended,
or (3) after first notifying the Company of the terms of a proposed sale to a
third party and giving the Company the opportunity as set forth in the
Settlement Agreement to purchase on such terms all of the Company Stock
proposed to be transferred to such third party.

Under the terms of the Settlement Agreement, each of the Osborne
Parties has agreed that for a period of generally up to five years, neither it
nor its affiliates will directly or indirectly: (1) form, join in or in any
other way participate in a "partnership, limited partnership, syndicate or
other group" within the meaning of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), with respect to shares of Company
Stock or deposit any shares of Company Stock in a voting agreement or similar
arrangement; (2) solicit proxies or written consents of shareholders with
respect to Company Stock or make or participate in any proxy solicitation
relating to shares of Company Stock or become a participant in any election
contest with respect to the Company; (3) seek to call, or to request the call
of, a special meeting of shareholders of the Company or seek to make or make a
shareholder proposal at any meeting of the shareholders of the Company; (4)
commence or announce any intention to commence any tender offer for any shares
of Company Stock or file a Schedule 13D under the Exchange Act with respect to
Company Stock or, except under certain limited circumstances (including,
without limitation, transfers of Company Stock permitted by the Settlement
Agreement), file any amendment to any Schedule 13D filed by any of the Osborne
Parties with the Commission prior to the date of the execution of the
Settlement Agreement (a "Current Schedule 13D"); (5) make a proposal or bid
with respect to, or announce any intention or desire to make a proposal with
respect to, the acquisition of any substantial portion of the assets of the
Company or of all or any portion of outstanding Company Stock, or any merger,
consolidation or other business combination, restructuring, recapitalization,
liquidation or other extraordinary transaction involving the Company; (6)
otherwise act to seek to control, influence in any manner or interfere with the
management of the Company or the business, operations or affairs of the
Company, including the Company's plan of liquidation; (7) take any action or
form any intention requiring an amendment to a Current Schedule 13D (with
certain exceptions); (8) commence, join in or in any way participate in any
action, suit or proceeding involving or relating to the Company (except in the
case where an Osborne Party is a defendant in any such action, suit or
proceeding or is required to respond to or appear before the court in which
such action, suit or proceeding has been brought), or commence any appeal in
respect to the Trial Court Actions; (9) arrange or participate in any financing
for any transaction prohibited by the terms of the Settlement

<PAGE> 6
CUSIP No. 74435P-20-3

Agreement; or (10) publicly disclose any request for or otherwise seek to
obtain any waiver or amendment of the Settlement Agreement.

Under the Settlement Agreement, the Company Parties agreed to release
each of the Osborne Parties and their affiliates from all claims and causes of
action that the Company Parties have or ever had against the Osborne Parties,
including, without limitation, all claims and causes of action which were
asserted or which could have been asserted in the Trial Court Actions, and from
all claims and causes of action that the Company Parties may have in the future
which concern the facts relating to or the subject matter of the Trial Court
Actions. Each of the Osborne Parties agreed to release each of the Company
Parties on the same terms and to the same extent as the release of the Osborne
Parties by the Company Parties. In addition, the Company Parties executed
mutual releases with Robert G. Stern and Christopher Jarratt, the terms of
which are similar to the releases of the Company Parties and the Osborne
Parties contained in the Settlement Agreement.

Under the Settlement Agreement, Osborne and the Fund withdrew their
request that a special meeting of the shareholders of the Company be called,
and the Purchaser agreed not to extend the expiration date of the Offer beyond
the current July 17, 1995 expiration date.

In consideration of the foregoing, the desire of the parties to avoid
the uncertainties, inconvenience and expense of further litigation and for
other good and valuable consideration, the Company agreed to pay the Osborne
Parties an aggregate amount of $550,000.

A copy of the Settlement Agreement is filed as Exhibit (a)(13) hereto
and is incorporated herein by reference. The foregoing description of the
Settlement Agreement is qualified in its entirety by reference to the text of
such agreement.

<PAGE> 7
CUSIP No. 74435P-20-3

<TABLE>
<CAPTION>
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

<S> <C> <C>
(a) (1) -- Offer to Purchase, dated May 17, 1995.*

(a) (2) -- Letter of Transmittal.*

(a) (3) -- Notice of Guaranteed Delivery.*

(a) (4) -- Form of Letter to Brokers, Dealers, Commercial Banks, Company Companies and Nominees.*

(a) (5) -- Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Company Companies and Nominees.*

(a) (6) -- Press Release issued by Purchaser on May 17, 1995.*

(a) (7) -- Form of Summary Advertisement, dated May 17, 1995.*

(a) (8) -- Press Release issued by Purchaser on June 5, 1995.*

(a) (9) -- Letter of Richard M. Osborne to Jeffrey L. Danker, dated June 14, 1995.*

(a) (10) -- Press Release issued by Purchaser on June 14, 1995.*

(a)(11) -- Press Release issued by Purchaser on July 7, 1995.*

(a)(12) -- Press Release issued by Purchaser on July 17, 1995.

(a)(13) -- Settlement and Standstill Agreement.

11.1 -- Guarantee of Richard M. Osborne.*
</TABLE>

______________________________

* Previously filed.

<PAGE> 8
CUSIP No. 74435P-20-3

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

BLACK BEAR REALTY, LTD.

Dated: July 18, 1995 By: /s/Richard M. Osborne
----------------------------
Richard M. Osborne,
Managing Member

<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ---------- -----------
<S> <C>
(a) (1) Offer to Purchase, dated May 17, 1995.*

(a) (2) Letter of Transmittal.*

(a) (3) Notice of Guaranteed Delivery.*

(a) (4) Form of Letter to Brokers, Dealers, Commercial Banks, Company Companies and Nominees.*

(a) (5) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Company Companies
and Nominees.*

(a) (6) Press Release issued by Purchaser on May 17, 1995.*

(a) (7) Form of Summary Advertisement, dated May 17, 1995.*

(a) (8) Press Release issued by Purchaser on June 5, 1995.*

(a) (9) Letter of Richard M. Osborne to Jeffrey L. Danker, dated June 14, 1995.*

(a) (10) Press Release issued by Purchaser on June 14, 1995.*

(a)(11) Press Release issued by Purchaser on July 7, 1995.*

(a)(12) Press Release issued by Purchaser on July 17, 1995.

(a)(13) Settlement and Standstill Agreement.

11.1 Guarantee of Richard M. Osborne.*
</TABLE>

______________________________

* Previously filed.

<PAGE> 1
Exhibit (a)(12)
---------------
FOR IMMEDIATE RELEASE
- ---------------------

BLACK BEAR REALTY, LTD. TERMINATES CASH TENDER OFFER FOR CAPITAL
SHARES OF PRUDENTIAL REALTY TRUST

MENTOR, OHIO--July 17, 1995--Black Bear Realty, Ltd. announced that it has
terminated its May 17, 1995 tender offer to purchase all outstanding capital
shares of beneficial interest, par value $0.01 per share, of Prudential Realty
Trust at $0.30 net per share, without purchasing any shares, and entered into a
Settlement and Standstill Agreement with Prudential Realty.

Black Bear stated that as of the close of business on July 17, 1995,
approximately 3.1 million capital shares of Prudential Realty had been tendered
and not withdrawn. All tendered shares will be returned to the respective
tendering shareholders.

Richard M. Osborne, a Mentor, Ohio businessman and the sole managing member of
Black Bear said, "It was my belief that when I started to purchase Prudential
Realty shares that they were undervalued because the Company was facing
liquidation. Because two of the three properties it owned were in the still
depressed east coast real estate market, I was convinced that shareholder value
could best be enhanced by continuing the Company past the proposed liquidation
date. After my first meeting with Company representatives, I was encouraged
that they too might be receptive to this position, and I hired an investment
banker to develop a plan for an infinite life REIT. An excellent plan evolved
which I am confident would have served the best interests of the shareholders
of the Company."

Mr. Osborne added, "The Trustees, however, believed otherwise. In an effort to
replace the Trustees I decided to tender for a minimum of 7.15 million shares,
but the shareholders only tendered 3.1 million shares. Because there was not
the shareholder support I expected and the Company has now sold two of its
three properties, I lost my enthusiasm to proceed. I remain confident that my
position would have best served the shareholders' economic interests, but it
became fruitless to proceed in light of the Trustees' view that it was
compelled to honor the declared goal of the Company at the time of its
formation 10 years ago."

Under the terms of the Settlement and Standstill Agreement, dated as of July
17, 1995 by and among the Company, The Prudential Realty Advisors, Inc., the
Trustees, Mr. Osborne, Turkey Vulture Fund XIII, Ltd., and Black Bear, the
parties agreed, among other matters, to dismiss with prejudice all claims,
counterclaims and/or third party claims that were asserted by the parties in
all actions pending among the parties. The parties executed mutual releases
relating to such claims and others that they may have in the future which
concern the facts relating to the pending actions.

In addition, the Settlement Agreement provides that each of Mr. Osborne, the
Fund and Black Bear will not, without the prior written consent of the
Trustees, acquire any additional voting securities of Prudential Realty and
that none of the Osborne Parties or their affiliates will, without the prior

<PAGE> 2
written consent of the Trustees, transfer any shares of Prudential Realty
except pursuant to certain limitations, including certain volume limitations,
pursuant to open market sales effected in accordance with brokers' transactions
and the restrictions of Rule 144 under the Securities Act of 1933. Each of Mr.
Osborne, the Fund and Black Bear also agreed that for a period of generally up
to five years, neither they nor their affiliates will, directly or indirectly,
take certain specified actions with respect to shares of Prudential Realty or
otherwise seek to control, influence in any manner or interfere with the
management or the business of Prudential Realty.

Under the Settlement Agreement, Osborne and the Fund withdrew their request
that a special meeting of the shareholders of the Company be called and Black
Bear agreed not to extend the expiration date of the tender offer beyond the
current July 17, 1995 expiration date.

Based on the announced settlement and the desire of the parties to avoid the
uncertainties, inconvenience and expense of further litigation, the Company
agreed to pay Mr. Osborne, the Fund and Black Bear an aggregate amount of
$550,000. Mr. Osborne stated that "The Company's agreement to repay a portion
of the expenses I incurred is honorable on its part but unrewarding, since, as
a 20% shareholder of the Company, I am repaying myself with 20% of my own
money. I only wish I could have convinced the Trustees that my position was in
the best interests of the shareholders of the Company."

<PAGE> 1
Exhibit (a)(13)
---------------

SETTLEMENT AND STANDSTILL AGREEMENT
-----------------------------------

AGREEMENT, dated as of July 17, 1995, by and among Prudential Realty
Trust, a Massachusetts business trust (the "Trust"), The Prudential Realty
Advisors, Inc., a New Jersey corporation ("PRA"), Jeffrey L. Danker ("Danker"),
Thomas F. Murray ("Murray"), Joseph M. Selzer ("Selzer"), Richard J. Boyle
("Boyle") and Francis L. Bryant ("Bryant" and together with Danker, Murray,
Selzer and Boyle in their respective capacities as Trustees of the Trust, the
"Trustees"), and each of Richard M. Osborne, an Ohio resident ("Osborne"),
Turkey Vulture Fund XIII, Ltd., an Ohio limited liability company (the "Fund")
and Black Bear Realty, Ltd., an Ohio limited liability company ("Black Bear").
For purposes of this Agreement, Osborne, the Fund and Black Bear may
collectively be referred to herein as the "Osborne Parties."

WHEREAS, the Osborne Parties are the beneficial owners of Capital
Shares (as hereinafter defined) and Income Shares (as hereinafter defined) of
the Trust; and

WHEREAS, the Osborne Parties assert that the best interest of the
Trust would be served by extending the term of the Trust and/or changing the
Trust to an infinite life trust, and the Osborne Parties retained counsel,
consultants and an investment banker to study the Trust and formulate a
proposal with respect thereto; and

WHEREAS, on May 17, 1995, Black Bear commenced a tender offer to
purchase all outstanding Capital Shares at $.30 net per share (the "Tender
Offer"), which Tender Offer currently expires at 11:59 p.m., New York City
time, on July 17, 1995; and

WHEREAS, the Trustees unanimously concluded, among other things, that
since the policy and intention of the Declaration of Trust dated June 19, 1985
and amended August 20, 1985 (the "Declaration") is for the Trust to be
completely liquidated 10 1/2 to 12 years after its inception (unless there was
a change in the Trust's policies and such change was approved by 75% of each
class of shareholders, voting separately as a class), the Tender Offer
represented a first step in a plan designed by Black Bear to prevent the
liquidation of the Trust and is in direct conflict with the long-standing
policy and intent of the Trust; and

WHEREAS, PRA has served as an advisor to the Trust since the inception
of the Trust; and

WHEREAS, the Trustees have carefully considered the Trust's business,
financial condition and prospects, the terms and conditions of the Tender Offer
and other matters, including presentations by the Trust's legal and financial
advisors and, after receiving advice from its management and professional
advisors, including without limitation, PRA, unanimously determined to reject
the Tender Offer; and

WHEREAS, on June 2, 1995, in furtherance of the Trustees' desire to
comply with the long-standing policy and intent of the Trust and in accordance
with the Declaration, the Trustees adopted a series of resolutions establishing
a plan to effect the liquidation and termination of the Trust (as such plan may
be amended, supplemented or modified from time to time hereafter, the "Plan of
Liquidation"), effective immediately prior to completion of the sale of the
Trust's Park 100 property located in Indianapolis, Indiana ("Park 100"),
<PAGE> 2
which resolutions, among other things, authorize certain officers of the Trust
to sell Park 100 and to sell or otherwise liquidate the remaining properties of
the Trust upon such terms as may be approved by a majority of the Unaffiliated
Trustees (as defined in the Declaration), and require that, after paying or
adequately providing for the payment of all liabilities of the Trust, the
Trustees shall distribute the remaining Trust Estate (as defined in the
Declaration), in cash or in kind or partly each, among the shareholders of the
Trust according to their respective rights under the Declaration; and

WHEREAS, Osborne and the Fund have requested in that certain letter
dated June 14, 1995, that a special meeting of the shareholders of the Trust be
called for the purposes set forth in such letter; and

WHEREAS, the Trustees concluded, after consultation with the Trust's
legal advisors, that the purposes of the meeting as stated in the June 14, 1995
letter are not purposes permitted by the Declaration or the Trustees'
Regulations, nor are they purposes upon which the shareholders of the Trust can
lawfully act under applicable law, and that as such, the chief executive
officer of the Trust is under no duty to call a special meeting pursuant to
Section 6.12 of the Declaration and has refused to call such a meeting; and

WHEREAS, the Trust and Richard M. Osborne and Robert G. Stern ("Stern"
and together with Osborne, the "Plaintiffs") are parties in the actions
entitled RICHARD M. OSBORNE AND ROBERT G. STERN V. PRUDENTIAL REALTY TRUST AND
JEFFREY L. DANKER, THOMAS F. MURRAY, JOSEPH M. SELZER, RICHARD J. BOYLE AND
FRANCIS L. BRYANT in the Probate Court Department of the Trial Court of The
Commonwealth of Massachusetts for the County of Suffolk (the "Probate Court"),
Docket No. 95-E-0016 (the "Probate Court Action") and RICHARD M. OSBORNE AND
ROBERT G. STERN V. PRUDENTIAL REALTY TRUST AND JEFFREY L. DANKER, THOMAS F.
MURRAY, JOSEPH M. SELZER, RICHARD J. BOYLE AND FRANCIS L. BRYANT in the
Superior Court Department of the Trial Court of The Commonwealth of
Massachusetts for the County of Suffolk (the "Superior Court"), Civil Action
No. 95-2095-A (the "Superior Court Action" and together with the Probate Court
Action, the "Trial Court Actions"); and

WHEREAS, the Probate Court has denied the temporary restraining order
sought by the Plaintiffs to prevent the liquidation of the Trust and
approximately 3.0 million Capital Shares sought pursuant to the Tender Offer
have been tendered and not withdrawn; and

WHEREAS, the Osborne Parties and the Trust have both spent substantial
financial resources supporting their respective positions and further financial
resources will of necessity be required to be expended if the matters which are
the subject of the Lawsuits (as defined below) are not resolved; and

WHEREAS, it is the desire of all of the parties hereto to compromise
and settle all matters and issues in dispute between them in order to avoid the
uncertainties, inconvenience and expense of further litigation.

NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereby agree as follows:

2
<PAGE> 3
Section 1. Representations.
- ---------- ----------------

(a) BINDING AGREEMENT. The Trust hereby represents to each of the
Osborne Parties, and each of the Osborne Parties hereby severally represents to
the Trust, that this Agreement has been duly authorized, executed and delivered
by it or him, respectively, and is a valid and binding obligation of it or him,
respectively, enforceable against it or him, respectively, in accordance with
its terms.

(b) SHARE OWNERSHIP OF THE OSBORNE PARTIES. Each of the Osborne
Parties hereby jointly and severally represents to the Trust that as of the
date hereof: (i) the Osborne Parties and their Affiliates (as hereinafter
defined) are the beneficial owners of an aggregate of 2,160,100 shares of the
Trust's Capital Shares (the "Capital Shares") and an aggregate of 1,873,300
shares of the Trust's Income Shares (the "Income Shares" and together with the
Capital Shares, the "Shares"), in the respective amounts set forth on EXHIBIT A
hereto; (ii) the Osborne Parties and their Affiliates own beneficially and of
record the Shares set forth on EXHIBIT A hereto free and clear of any liens,
restrictions, encumbrances or claims of any kind, except as disclosed in
filings previously made with the Securities and Exchange Commission (the
"SEC"); and (iii) except for the Shares, none of the Osborne Parties or their
Affiliates owns any voting securities, or any securities convertible into or
exchangeable for any voting securities, or options, warrants, contractual
rights or other rights of any kind to acquire or vote any voting securities, of
the Trust (collectively, and together with the Shares and any voting
securities, or any securities convertible into or exchangeable for any voting
securities, or options, warrants, contractual rights or other rights of any
kind to acquire or vote any voting securities, of the Trust which may be issued
or granted or which become outstanding hereafter, the "Trust Stock"). For
purposes of this Agreement, an "Affiliate" of any person, entity or corporation
shall mean and include: (i) any person, entity or corporation, now or
hereafter, directly or indirectly through one or more intermediaries,
controlling, controlled by or under common control with (through the ownership
of voting securities or interests, by contract or otherwise) such person,
entity or corporation, or acting in concert with such person, entity or
corporation in connection with the Trust with respect to any matter referred to
in Section 4 of this Agreement or clauses (a)-(j) of Item 4 of Schedule 13D
under the Securities Exchange Act of 1934, as amended (the "1934 Act"), or with
respect to acquiring, holding, voting or disposing of any Trust Stock; and (ii)
any Associate (as that term is defined in Rule 14a-1(a) under the 1934 Act) of
any Osborne Party, provided, however, that for purposes of this Agreement, with
respect to the Osborne Parties, the term "Affiliate" shall not include any
members of the Fund solely in their capacity as such. Each of the Osborne
Parties acknowledges and agrees that a breach of any provision of this
Agreement by any Osborne Party or any Affiliate thereof shall constitute a
breach by each Osborne Party and that each Osborne Party shall be fully liable
for any breach of this Agreement by any other Osborne Party or by any Affiliate
of any Osborne Party, it being understood that notwithstanding any other
provision of this Agreement, any of the Osborne Parties and their Affiliates
shall be entitled to act in concert with one another with respect to any action
which an Osborne Party or an Affiliate of an Osborne Party would be permitted
to take individually hereunder.

For the purposes of this Agreement, beneficial ownership shall be
determined pursuant to Rule 13d-3 ("Rule 13d-3") promulgated by the SEC
pursuant to the 1934 Act.

3
<PAGE> 4
(c) NO LITIGATION OR PROCEEDINGS. Each of the Osborne Parties
represents and warrants that, other than the Lawsuits (as defined below), there
is no litigation or governmental or administrative proceeding or investigation
pending or, to the best knowledge of any of the Osborne Parties, threatened or
contemplated by any Osborne Party or any other person or entity other than
Robert Huiskamp, against the Trust or any of its subsidiaries or their
Affiliates, or the Trustees or the officers of the Trust, which may involve or
relate to the properties, assets, prospects, financial condition or business of
the Trust or any subsidiary or any of the subject matter of the Lawsuits, or
which would prevent or hinder the consummation of the Plan of Liquidation or
any of the transactions contemplated thereby.

Section 2. Settlement of Claims; Termination of Certain Actions.
- --------- ----------------------------------------------------

(a) Upon execution of this Agreement, each of Osborne (at his own
cost) and Stern (at his own cost) within one (1) business day thereafter shall
(i) execute and deliver to the Trust a stipulation of dismissal with prejudice
of all claims, counterclaims and/or third party claims that were asserted by
that party (a "Stipulation of Dismissal") and a joint motion for dismissal (a
"Joint Motion for Dismissal") in the Trial Court Actions in the forms attached
hereto as EXHIBIT B, EXHIBIT C, EXHIBIT D and EXHIBIT E, and (ii) execute and
file Stipulations of Dismissal in all other actions, suits or proceedings
relating to the Trial Court Actions, including, without limitation, the action
entitled RICHARD M. OSBORNE AND ROBERT G. STERN V. PRUDENTIAL REALTY TRUST AND
JEFFREY L. DANKER, THOMAS F. MURRAY, JOSEPH M. SELZER, RICHARD J. BOYLE AND
FRANCIS L. BRYANT in the District Court, City and County of Denver, Colorado,
Case No. 95CV2674 and the action entitled IN THE MATTER OF THE APPLICATION OF
RICHARD M. OSBORNE AND ROBERT G. STERN, in the Supreme Court of the State of
New York, County of New York, Index No. 115485/95 (such actions, suits and
proceedings referred to in clauses (i) and (ii) above, together with the
matters referred to in Section 2(b) hereof, are referred to herein as the
"Lawsuits"). Upon execution of the Stipulations of Dismissal and Joint Motion
for Dismissal in the Trial Court Actions, neither the Osborne Parties nor their
attorneys shall pursue or conduct any discovery in the Lawsuits and shall
withdraw all pending discovery requests served or issued by any of the Osborne
Parties or their attorneys in the Lawsuits.

(b) Upon execution of this Agreement, each of Osborne and Stern
shall execute and file within one (1) business day thereafter notices of
release of lis pendens and notices of release and dissolution ("Notices of
Release") of any and all lis pendens notices, including, without limitation,
the Lis Pendens Notice filed in the Probate Court Action on June 27, 1995 and
in the Marion Circuit Court, No. 9500095, on June 27, 1995, attachments of any
kind, including, without limitation, real estate attachments, restraining
orders, injunctions or similar notices and notices of claim, which relate to
the subject matter of the actions, suits or proceedings referred to in Section
2(a) hereof or to the Trust or to the assets of the Trust.

(c) Simultaneously with the execution of this Agreement, the
Osborne Parties shall cause to be delivered to the Trust general releases in
the forms attached hereto as EXHIBIT F of each of Stern and Christopher Jarrett
(the "General Releases").

4
<PAGE> 5
(d) The Trust hereby agrees to pay to the Osborne Parties the
amounts set forth in EXHIBIT G hereto, such amounts aggregating FIVE HUNDRED
FIFTY THOUSAND DOLLARS ($550,000.00), by certified check, bank draft or wire
transfer of immediately available funds pursuant to wire transfer instructions
provided to the Trust in writing by an authorized representative of the Osborne
Parties, one (1) business day after the date on which the last Stipulation of
Dismissal or Notice of Release and a Joint Motion for Dismissal (i) dismissing
with prejudice all claims, counterclaims and third party claims referred to in
Section 2(a) above in respect of the Lawsuits and (ii) releasing and dissolving
any and all notices of claims referred to in Section 2(b) above in respect of
the Lawsuits, is executed by each of Osborne and Stern (or their authorized
representative(s)) and filed in the Superior Court, Probate Court or other
court of competent jurisdiction, as the case may be; provided, however, that no
such payments shall be made hereunder by the Trust to any of the Osborne
Parties until such time as the Osborne Parties have performed all obligations
required to be performed by them on or prior to the date on which this
Agreement is fully executed by all of the parties hereto and have executed
and/or delivered all documents required to be executed and/or delivered by them
on or prior to the date on which this Agreement is fully executed by all of the
parties hereto, including, without limitation, the General Releases.

(e) Each of Osborne and the Fund hereby withdraws its request,
made pursuant to that certain letter dated June 14, 1995, that a special
meeting of the shareholders of the Trust be called to consider the matters set
forth in such letter.

(f) Black Bear hereby agrees that it shall not extend the
expiration date of the Tender Offer beyond the current expiration date of 11:59
p.m., New York City time, on July 17, 1995.

Section 3. Acquisition and Disposition of Trust Stock.
- --------- ------------------------------------------

(a) Each of the Osborne Parties hereby jointly and severally
covenants and agrees that none of the Osborne Parties or their Affiliates will,
without the prior written consent of the Trustees specifically expressed in a
vote adopted by the Trustees, directly or indirectly, purchase or cause to be
purchased or otherwise acquire (other than pursuant to a stock split, stock
dividend or similar transaction) or agree to acquire, or become or agree to
become the beneficial owner of, any additional Trust Stock. Each of the
Osborne Parties agrees that none of the Osborne Parties or their Affiliates
will, without the prior written consent of the Trustees specifically expressed
in a vote adopted by the Trustees, directly or indirectly, transfer any shares
of Trust Stock now owned or hereafter acquired by them, except for transfers
made: (i) pursuant to the provisions of Section 3(b) below, (ii) pursuant to a
publicly announced tender offer for any shares of Trust Stock by any
corporation, entity, person or group (other than any of the Osborne Parties or
their Affiliates) which the Trustees have voted to recommend to holders of any
shares of Trust Stock, or (iii) pursuant to open market sales of not more than
(A) 100,000 Capital Shares or (B) 100,000 Income Shares or (C) 100,000 shares
of any other class or series of Trust Stock, respectively, in any thirty (30)
day period (calculated in the aggregate with respect to all sales by the
Osborne Parties and their Affiliates, other than sales made pursuant to any of
clauses (i) or (ii) of this Section 3(a)) effected in accordance with the
"brokers' transactions" restrictions of subsections (f) (excluding the last
sentence thereof) and (g) of Rule 144 promulgated under the Securities

5
<PAGE> 6
Act of 1933, as amended. For purposes of this Agreement, "transfer" shall mean
and include any sale, assignment, gift, pledge, the imposition of any other
encumbrance or any other disposition or any agreement or obligation to do any
of the foregoing.

(b) If any Osborne Party or any Affiliate thereof desires to sell
any shares of Trust Stock (a "Selling Stockholder") (other than pursuant to
clause (ii) or (iii) of Section 3(a) hereof), the following requirements shall
be satisfied:

(i) The Selling Stockholder shall notify the Trust in
writing of the proposed sale (the "Notice of Proposed Transfer"). The Notice
of Proposed Transfer shall identify and provide reasonable information
concerning the background, business experience and business affiliations of the
proposed transferee (the "Transferee"), the purchase price or other
consideration, if any, the number of shares and type of Trust Stock to be
transferred and the complete terms of the proposed transaction.

(ii) For a period of five (5) business days following the
receipt of the Notice of Proposed Transfer, the Trust and/or any substitute
purchaser(s) as designated by the Trust (the Trust and/or such substituted
purchaser is hereinafter sometimes called the "Buyer") shall have the option to
purchase all, but not less than all, the Trust Stock specified in the Notice of
Proposed Transfer at the price and upon the terms set forth in the Notice of
Proposed Transfer; PROVIDED, HOWEVER, that if the type of consideration that
was to be paid was non-cash consideration, then the amount paid by the Buyer
for such Trust Stock shall be determined in good faith by the Trustees of the
Trust, after consultation with the Trust's investment banker. In the event
that Buyer elects to purchase all, but not less than all, of the Trust Stock
specified in the Notice of Proposed Transfer, it shall give written notice to
the Selling Stockholder of its election, in which case settlement for said
Trust Stock shall be made and the Buyer shall purchase such Trust Stock for
such price, in cash within five (5) business days after the later of the date
the Trust receives (i) the Notice of Proposed Transfer or (ii) any Further
Information requested by the Trust. In the event that Buyer elects not to
purchase all of the Trust Stock specified in the Notice of Proposed Transfer,
the Selling Stockholder may consummate the proposed transfer of said Trust
Stock with the Transferee, provided, however, that such transfer shall not be
consummated unless and until such Transferee agrees in writing to be bound by
all of the terms of and to perform all of the obligations of the Osborne
Parties contained in this Section 3 and in Section 4 of this Agreement in the
same manner as if such Transferee were a party to this Agreement.

Section 4. Standstill Arrangements.
- --------- -----------------------

Each of the Osborne Parties hereby jointly and severally agrees with
the Trust that, prior to the Termination Date (as defined below), none of the
Osborne Parties or their Affiliates will, directly or indirectly, or will
solicit, request, advise, assist or encourage others, directly or indirectly,
to:

(a) form, join in or in any other way participate in a
"partnership, limited partnership, syndicate or other group" within
the meaning of Section 13(d)(3) of the 1934 Act with respect to shares
of Trust Stock or deposit any Trust Stock in a voting trust or similar
arrangement or subject any Trust Stock to any voting agreement or

6
<PAGE> 7
pooling arrangement;

(b) solicit proxies or written consents of shareholders
with respect to Trust Stock under any circumstances, or make, or in
any way participate in, any "solicitation" of any "proxy" to vote any
shares of Trust Stock, or become a "participant" in any election
contest with respect to the Trust (as such terms are defined or used
in Rules 14a-1 and 14a-11 under the 1934 Act);

(c) seek to call, or to request the call of, a special
meeting of the shareholders of the Trust or seek to make, or make, a
shareholder proposal at any meeting of the shareholders of the Trust;

(d) commence or announce any intention to commence any
tender offer for any shares of Trust Stock, or file with or send to
the SEC a Schedule 13D under the 1934 Act with respect to Trust Stock
or any amendment to the Schedule 13D, as amended, under the 1934 Act
which has been filed by any of the Osborne Parties with the SEC prior
to the date hereof (the "Current Schedule 13D"), except amendments to
the Current Schedule 13D solely to (i) reflect the execution of this
Agreement, (ii) reflect acquisitions of Trust Stock permitted by this
Agreement (and the financing thereof to the extent required by Item 3
of Schedule 13D), dispositions of Trust Stock permitted by this
Agreement, changes in the identity and background of the reporting and
other persons (to the extent such changes are permitted by this
Agreement and are required by Item 2 of Schedule 13D) and contracts,
arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 of Schedule 13D with respect to any
securities of the Trust (to the extent permitted by this Agreement and
required by Item 6 of Schedule 13D), (iii) include any additional
exhibits to the extent required by Item 7 of Schedule 13D solely as a
result of the foregoing changes, or (iv) comply with applicable
federal securities laws to the extent such changes are permitted by
this Agreement (such permitted amendments and additional exhibits to
the Current Schedule 13D being referred to as the "Permitted Schedule
13D Amendments");

(e) make a proposal or bid with respect to, announce any
intention or desire to make, or discuss with any person, or publicly
make or disclose, cause to be made or disclosed publicly, facilitate
the making public or public disclosure of, any proposal or bid with
respect to, the acquisition of any substantial portion of the assets
of the Trust or any of its subsidiaries or of all or any portion of
the outstanding Trust Stock (except, subject to the other provisions
of this Agreement, the Osborne Parties may file an amendment to the
Current Schedule 13D containing only the Permitted Schedule 13D
Amendments), or any merger, consolidation, other business combination,
restructuring, recapitalization, liquidation or other extraordinary
transaction involving the Trust or any of its subsidiaries;

(f) otherwise act to seek to control, influence in any
manner or object to or delay or interfere with the management, the
Trustees (including the composition thereof) or the business,
operations or affairs of the Trust, including, without limitation, the
Plan of Liquidation;

7
<PAGE> 8
(g) take any action or form any intention which would
require an amendment to the Current Schedule 13D (other than
amendments containing only the Permitted Schedule 13D Amendments);

(h) commence, join in or in any way participate in any
action, suit or proceeding of any kind (except in the case where an
Osborne Party (i) is a defendant in any such action, suit or
proceeding, provided, however, that such participation shall in every
case be limited to the defense by such Osborne Party of the
allegations made or claims brought against such Osborne Party pursuant
to such action, suit or proceeding, or (ii) is required, by subpoena,
court order or otherwise, to respond to or appear before the court in
which such action, suit or proceeding has been brought), or commence
any appeal in respect of the Lawsuits, or, directly or indirectly,
support or encourage any administrative or investigative action or
proceeding of any nature, against, involving or relating to the Trust,
or any subsidiary, Affiliate or division of the Trust, the Trustees,
the officers of the Trust, or any agent or advisor of the Trust
(including, without limitation, attorneys, accountants, bankers and
financial advisors) or any purchaser or prospective purchaser of any
asset or assets of the Trust;

(i) arrange, or in any way participate in, any financing
for any transaction referred to in clauses (a) through (h) above
inclusive; or

(j) make public, or cause or facilitate the making public
(including by disclosure to any journalist or other representative of
the media) of, any request, or otherwise seek, to obtain any waiver or
amendment of any provision of this Agreement, or to take any action
restricted hereby.

Notwithstanding the foregoing, the Osborne Parties may (i) make such
amendments to the Schedule 14D-1, as amended, under the 1934 Act filed with the
SEC prior to the date hereof to comply with applicable federal securities laws
(to the extent such changes reflect action taken by the Osborne Parties which
is not inconsistent with the provisions of this Agreement) and (ii) make such
filings with the SEC pursuant to Section 16(a) of the 1934 Act to reflect
changes in the beneficial ownership of any shares of Trust Stock of any Osborne
Party (to the extent such changes reflect action taken by such Osborne Party
which is permitted by this Agreement).

Each of the Osborne Parties hereby jointly and severally covenants and
agrees that each Osborne Party will promptly notify the Trust when and if such
Osborne Party receives or learns of (i) any oral or written request to any of
the Osborne Parties or any of their Affiliates to participate in any of the
transactions or actions referred to in paragraphs (a) through (i) above
inclusive or (ii) any oral or written communication from or by any person or
entity (other than the Trust) with respect to any of the transactions or
actions referred to in paragraphs (a) through (i) above inclusive, if such
person or entity could reasonably be deemed to be capable of effecting,
participating in or materially assisting in such an action or transaction
(through one or more Affiliates or otherwise) and such oral or written
communication was of a nature that could reasonably be deemed to indicate a
serious interest in effecting, participating in or materially assisting in such
an action or transaction.

8
<PAGE> 9
Section 5. Releases
- --------- --------

(a) Each of the Osborne Parties and their Affiliates hereby
remises, releases and forever discharges each of the Trust, PRA and the
Trustees, its or their respective successors in interest and subsidiaries
thereof, and the past, present and future officers, trustees, shareholders,
partners, members, agents, representatives, advisors (including without
limitation, attorneys, accountants, bankers and financial advisors), heirs,
successors and assigns of each of them (collectively, the "Trust Releasees") of
and from all actions, causes of action, contributions, indemnities,
apportionments, duties, debts, sums, sums of money, suits, omissions, bonds,
bond specialties, covenants, contracts, controversies, restitutions,
understandings, agreements, promises, commitments, damages, responsibilities
and any and all claims, demands, executions, liabilities and accounts of
whatsoever kind, nature or description, direct or indirect, oral or written,
known or unknown, matured or unmatured, suspected or unsuspected at the present
time, in law or in equity (including, without limitation, those in contract or
in tort or otherwise, or under the laws and regulations of the United States or
any state or other jurisdiction or public administrative board or agency), that
any of the Osborne Parties (i) now has or ever had from time to time through
the date hereof, including, without limiting the generality of the foregoing,
all claims or causes of action which were asserted or which could have been
asserted in the Lawsuits, and (ii) may have at any time in the future which
concern the facts relating to or the subject matter of the Lawsuits; provided,
however, that nothing contained in this Section 5(a) shall be deemed to release
any Trust Releasee from its, his or her obligations under this Agreement.

(b) Each of the Trust, PRA and the Trustees hereby remises,
releases and forever discharges each of the Osborne Parties, their successors
in interest and subsidiaries thereof, and the past, present and future
officers, trustees, shareholders, partners, members, agents, representatives,
advisors (including without limitation, attorneys, accountants, bankers and
financial advisors), heirs, successors and assigns of each of them
(collectively, the "Osborne Releasees") of and from all actions, causes of
action, contributions, indemnities, apportionments, duties, debts, sums, sums
of money, suits, omissions, bonds, bond specialties, covenants, contracts,
controversies, restitutions, understandings, agreements, promises, commitments,
damages, responsibilities and any and all claims, demands, executions,
liabilities and accounts of whatsoever kind, nature or description, direct or
indirect, oral or written, known or unknown, matured or unmatured, suspected or
unsuspected at the present time, in law or in equity (including, without
limitation, those in contract or in tort or otherwise, or under the laws and
regulations of the United States or any state or other jurisdiction or public
administrative board or agency), that the Trust, PRA and the Trustees (i) now
have or ever had from time to time through the date hereof, including, without
limiting the generality of the foregoing, all claims or causes of action which
were asserted or which could have been asserted in the Lawsuits, and (ii) may
have at any time in the future which concern the facts relating to or the
subject matter of the Lawsuits; provided, however, that nothing contained in
this Section 5(b) shall be deemed to release any Osborne Releasee from its, his
or her obligations under this Agreement.

9
<PAGE> 10
Section 6. Termination of Certain Obligations.
- --------- ----------------------------------

The obligations of the Osborne Parties under this Agreement shall
commence on and as of the date first set forth above and shall remain in effect
indefinitely thereafter. Notwithstanding the foregoing, the obligations of the
Osborne Parties under Section 3 and Sections 4(a), 4(b), 4(c), 4(d), 4(e), 4(g)
and 4(i) of this Agreement shall terminate on the date which is the earliest to
occur of (A) the date which is the fifth anniversary of the date of this
Agreement, (B) the date on which the liquidation of the Trust is completed in
accordance with the Trust's Declaration of Trust and the Plan of Liquidation,
which date shall not be deemed to have occurred until the date on which the
Trust has fully distributed all of the proceeds from liquidation and/or all of
its remaining assets to its shareholders in complete liquidation of the Trust
and the Trust has been terminated, or (C) the effective date of a Termination
Notice (as defined below) from the Osborne Parties (the earliest of such dates
being referred to herein as the "Termination Date"). If at any time subsequent
to the execution of this Agreement the Trust announces publicly that a majority
of the Trustees have voted, voluntarily and without any order of any court or
governmental body and without any suit or action being on file requesting or
seeking any termination of the Plan of Liquidation, to abandon or otherwise
terminate the Plan of Liquidation, the Osborne Parties may give written notice
to the Trust, executed by each of the Osborne Parties, of the Osborne Parties'
desire to terminate their obligations under Section 3 and Sections 4(a), 4(b),
4(c), 4(d), 4(e), 4(g) and 4(i) of this Agreement (a "Termination Notice");
PROVIDED, HOWEVER, that such Termination Notice shall not become effective
until the date which is sixty (60) days after the date on which the Trust
receives such Termination Notice, unless prior to the expiration of such sixty
(60) day period, a majority of the Trustees have (i) voted to reinstate the
Plan of Liquidation or otherwise approve a plan of liquidation of the Trust,
which plan may be different from the terms and conditions of the Plan of
Liquidation, and (ii) publicly announced such vote, in which case, the
Termination Notice shall be null and void.

Section 7. Remedies.
- --------- --------

(a) Each party hereto hereby acknowledges and agrees that
irreparable harm would occur in the event any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the parties shall be
entitled to specific relief hereunder, including, without limitation, an
injunction or injunctions to prevent and enjoin breaches of the provisions of
this Agreement and to enforce specifically the terms and provisions hereof in
any state or federal court in The Commonwealth of Massachusetts, in addition to
any other remedy to which they may be entitled at law or in equity.

(b) The parties hereto hereby irrevocably and unconditionally
consent to and submit to the exclusive jurisdiction of the courts of The
Commonwealth of Massachusetts and of the United States of America located in
The Commonwealth of Massachusetts for any actions, suits or proceedings arising
out of or relating to this Agreement, the transactions contemplated hereby or
any document referred to herein (and the parties agree not to commence any
action, suit or proceeding relating thereto except in such courts), and further
agree that service of any process, summons, notice or document by U.S.
registered mail to

10
<PAGE> 11
the respective addresses set forth in Section 11 hereof shall be effective
service of process for any such action, suit or proceeding brought against any
party in any such court. The parties irrevocably and unconditionally waive any
objection to the laying of venue of any action, suit or proceeding arising out
of this agreement or the transactions contemplated hereby, in the courts of The
Commonwealth of Massachusetts or the United States of America located in The
Commonwealth of Massachusetts, and hereby further irrevocably and
unconditionally waive and agree not to plead or claim in any such court that
any such action, suit or proceeding brought in any such court has been brought
in any inconvenient forum.

Section 8. Entire Agreement.
- --------- ----------------
This Agreement contains the entire understanding of the parties with
respect to the subject matter hereof and may be amended only by an agreement in
writing executed by the parties hereto.

Section 9. Headings.
- -------- ----------
Descriptive headings are for convenience only and shall not control or
affect the meaning or construction of any provision of this Agreement.

Section 10. Number; Gender.
- ---------- ---------------
Whenever the singular number is used herein, the same shall include
the plural where appropriate, and words of any gender shall include each other
gender where appropriate.

Section 11. Notices.
- ---------- --------
All notices, consents, requests, instructions, approvals and other
communications provided for herein and all legal process in regard hereto shall
be validly given, made or served, if in writing and sent by U.S. registered
mail, return receipt requested:

if to the Trust:

Jeffrey L. Danker
Prudential Realty Trust
c/o The Prudential Realty Group
751 Broad Street
Newark, NJ 07102

with copies to:

Donna Dellechiae, Esq.
Prudential Realty Group
3 Gateway Center
100 Mulberry Street, 14th Floor
Newark, NJ 07102-4077

11
<PAGE> 12
William B. King, P.C.
Stephen D. Poss, P.C.
Goodwin, Procter & Hoar
Exchange Place
Boston, Massachusetts 02109

Irvine D. Flinn, Esq.
Michael M. Maney, Esq.
Sullivan & Cromwell
125 Broad Street
New York, NY 10004

if to any of the
Osborne Parties:

Richard M. Osborne
7001 Center Street
Mentor, Ohio 44060

in each case, with a copy to:

Edwin A. McCabe, Esq.
Cuddy Bixby
One Financial Center
Boston, MA 02111

Byron S. Krantz, Esq.
Kohrman Jackson & Krantz
20th Floor, One Cleveland Center
Cleveland, OH 44114

Section 12. Enforceability.
- ----------- --------------

If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way be
affected, impaired or invalidated. It is hereby stipulated and declared to be
the intention of the parties that the parties would have executed the remaining
terms, provisions, covenants and restrictions without including any of such
which may be hereafter declared invalid, void or unenforceable. In addition,
the parties agree to use their best efforts to agree upon and substitute a
valid and enforceable term, provision, covenant or restriction for any of such
that is held invalid, void or unenforceable by a court of competent
jurisdiction.

Section 13. Law Governing.
- ----------- -------------

This Agreement shall be governed by and construed and enforced in accordance
with

12
<PAGE> 13
the laws of The Commonwealth of Massachusetts, without regard to any conflict
of laws provisions thereof.

Section 14. Binding Effect.
- ----------- --------------

This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the successors and assigns of the parties hereto.

Section 15. Counterparts.
- ----------- ------------

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

Section 16. Acknowledgment.
- ----------- --------------

Each of the undersigned parties hereby acknowledges that it has freely
and voluntarily executed this Agreement, and in so doing, has not relied on any
inducements, promises or representations of any other party or its
representatives which are not described herein. Each of the undersigned
parties has been advised by its legal counsel as to the meaning and
consequences of this Agreement and the releases contained herein and
acknowledges his or its understanding of the terms contained herein and the
consequences thereof.

Section 17. No Presumption Against Draftsman.
- ----------- --------------------------------

Each of the undersigned parties hereby acknowledges the undersigned
parties fully negotiated the terms of this Agreement, that each such party had
an equal opportunity to influence the drafting of the language contained in
this Agreement and that there shall be no presumption against any such party on
the ground that such party was responsible for preparing this Agreement or any
part hereof.

Section 18. Third Party Beneficiaries.
- ----------- -------------------------

The provisions of Sections 4(h) and 5 are expressly intended to benefit
the Osborne Releasees and the Trust Releasees and any such releasees may
enforce such provisions for its benefit.

Section 19. Indemnification By Osborne Parties.
- ----------- ----------------------------------

Each of the Osborne Parties agrees to indemnify, defend and hold
harmless each of the Trust, PRA and the Trustees and the officers, directors,
trustees, employees, agents, partners and controlling persons of the Trust, PRA
and the Trustees (collectively, the "Trust Indemnitees") from and against any
and all expenses, losses, claims, damages and liabilities (including, without
limitation, reasonable attorneys' fees and expenses) incurred or threatened
against the Trust Indemnitees or any of them which are caused by, or in any way
result from

13
<PAGE> 14
or relate to any conduct or action taken by any member of the Fund which
conduct or action would constitute a breach of any of the provisions of this
Agreement if such conduct or action were undertaken by any of the Osborne
Parties.

[END OF TEXT]

14
<PAGE> 15
IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement, or caused the same to be executed, under seal, individually or by
its duly authorized representative, as of the date first above written.

PRUDENTIAL REALTY TRUST

ATTEST: By:

/s/ Ida Miles /s/ Jeffrey L. Danker
- ------------------------ ---------------------------
Name: Jeffrey L. Danker
Title: Trustee

THE PRUDENTIAL REALTY ADVISORS, INC.

ATTEST:

/s/ Ida Miles By: /s/ Jeffrey L. Danker
- ------------------------ ---------------------------
Name: Jeffrey L. Danker
Title: President

ATTEST:

/s/ Ida Miles By: /s/ Jeffrey L. Danker
- ------------------------ ---------------------------
JEFFREY L. DANKER,
as Trustee of
Prudential Realty Trust

ATTEST:

/s/ Sebastian Baushers By: /s/ Thomas F. Murray
- ------------------------ ---------------------------
THOMAS F. MURRAY,
as Trustee of
Prudential Realty Trust

ATTEST:

/s/ Donna Lanya /s/ Joseph M. Selzer
- ------------------------ ---------------------------
JOSEPH M. SELZER,
as Trustee of
Prudential Realty Trust

15
<PAGE> 16
ATTEST:
/s/Joan Ferris /s/ Richard J. Boyle
- ------------------------ ---------------------------
RICHARD J. BOYLE,
as Trustee of
Prudential Realty Trust

ATTEST:

/s/Paulette Campbell /s/ Francis L. Bryant
- --------------------- ---------------------
FRANCIS L. BRYANT,
as Trustee of
Prudential Realty Trust

ATTEST:

/s/Susan Koenig /s/Richard M. Osborne
- --------------------- ---------------------
RICHARD M. OSBORNE

TURKEY VULTURE FUND XIII, LTD.

By: Richard M. Osborne, its
Managing Member
ATTEST:

/s/Susan Koenig /s/Richard M. Osborne
- --------------------- ---------------------
Richard M. Osborne

BLACK BEAR REALTY, LTD.

By: Richard M. Osborne, its
Managing Member

ATTEST:

/s/Susan Koenig /s/Richard M. Osborne
- --------------------- ---------------------
Richard M. Osborne

16
<PAGE> 17
EXHIBIT A
---------

Ownership Of Shares By Osborne Parties And Affiliates
-----------------------------------------------------

<TABLE>
<CAPTION>
NAME NO. OF CAPITAL SHARES NO. OF INCOME SHARES
---- --------------------- --------------------
<S> <C> <C>
Richard M. Osborne 2,160,100 1,873,300(a)

Turkey Vulture Fund XIII, Ltd. 0 1,873,300(b)

Black Bear Realty, Ltd. 0 0

(a) This number includes 1,873,300 Income Shares beneficially owned by Turkey Vulture Fund XIII, Ltd.

(b) This number includes 1,873,300 Income Shares beneficially owned by Richard M. Osborne.

</TABLE>

17
<PAGE> 18
EXHIBIT B
---------

Form Of Stipulation Of Dismissal (Probate Court)
------------------------------------------------

COMMONWEALTH OF MASSACHUSETTS
THE TRIAL COURT

SUFFOLK, ss. PROBATE COURT DEPT.
DOCKET NO. 95-E-0016

* * * * * * * * * * * * * * * * * * * * * * * * *
*
RICHARD M. OSBORNE, et al., *
*
Plaintiffs, *
*
v. *
*
PRUDENTIAL REALTY TRUST, et al. *
*
Defendants. *
*
* * * * * * * * * * * * * * * * * * * * * * * * *

STIPULATION FOR DISMISSAL

Plaintiffs Richard M. Osborne and Robert G. Stern, and defendants
Prudential Realty Trust and its Trustees, stipulate that this action shall be
dismissed with prejudice, with each party to bear its own fees, expenses and
costs.

18
<PAGE> 19
For the plaintiffs, For the defendants
RICHARD M. OSBORNE and PRUDENTIAL REALTY TRUST, A
ROBERT G. STERN MASSACHUSETTS BUSINESS TRUST,
and JEFFREY L. DANKER,
THOMAS F. MURRAY, JOSEPH
M. SELZER, RICHARD J. BOYLE,
FRANCIS L. BRYANT, AS TRUSTEES
OF THE PRUDENTIAL REALTY TRUST

By their attorneys, By their attorneys,

_______________________________ ______________________________________
Brian D. Bixby (BBO No. 044140) Stephen D. Poss, P. C. (BBONo. 551760)
Edwin A. McCabe (BBO No. 327040) Dana L. McAlister (BBO No.565398)
Joseph P. Davis III (BBO No. 551111) Gus P. Coldebella (BBO No.566918)
CUDDY BIXBY GOODWIN, PROCTER & HOAR
One Financial Center Exchange Place
Boston, Massachusetts 02116 Boston, Massachusetts 02109-2881
(617) 348-3600 (617) 570-1000

DATED: July __, 1995

19
<PAGE> 20
EXHIBIT C
---------

Form Of Stipulation Of Dismissal (Superior Court)
-------------------------------------------------

COMMONWEALTH OF MASSACHUSETTS
THE TRIAL COURT

SUFFOLK, ss. SUPERIOR COURT DEPT.
DOCKET NO. 95-2095-A

STIPULATION OF DISMISSAL

20
<PAGE> 21
For the plaintiffs, For the defendants,

RICHARD M. OSBORNE and PRUDENTIAL REALTY TRUST, A
ROBERT G. STERN MASSACHUSETTS BUSINESS TRUST, and
JEFFREY L. DANKER, THOMAS F. MURRAY,
JOSEPH M. SELZER, RICHARD J. BOYLE,
FRANCIS L. BRYANT, AS TRUSTEES OF
THE PRUDENTIAL REALTY TRUST

By their attorneys, By their attorneys,

- ------------------------------- --------------------------------------
Brian D. Bixby (BBO No. 044140) Stephen D. Poss, P. C. (BBO No. 551760)
Edwin A. McCabe (BBO No. 327040) Dana L. McAlister (BBO No. 565398)
Joseph P. Davis III (BBO No. 551111) Gus P. Coldebella (BBO No. 566918)
CUDDY BIXBY GOODWIN, PROCTER & HOAR
One Financial Center Exchange Place
Boston, Massachusetts 02116 Boston, Massachusetts 02109-2881
(617) 348-3600 (617) 570-1000

DATED: July __, 1995

21
<PAGE> 22
EXHIBIT D
---------

Form Of Joint Motion For Dismissal (Superior Court)
---------------------------------------------------

COMMONWEALTH OF MASSACHUSETTS
THE TRIAL COURT

SUFFOLK, ss.
SUPERIOR COURT DEPT.
DOCKET NO. 95-2095-A

JOINT MOTION OF PLAINTIFFS AND DEFENDANTS FOR DISMISSAL

Pursuant to Mass. R. Civ. P. 41(a)(2), plaintiffs Richard M. Osborne
and Robert G. Stern ("plaintiffs"), and defendants Prudential Realty Trust
("Trust") and its Trustees ("defendants"), jointly move this Court to dismiss
this action with prejudice, with each party to bear its own fees, expenses and
costs.(1) As grounds for this motion, the parties assert:

1 Plantiffs and defendants have filed similar Joint Motion for
Dismissal in the nearly indentical Probate Court action brought by plantiffs.

<PAGE> 23
shares of the Trust, and defendants agreed to dismiss all counterclaims against
plaintiffs. Pursuant to the Settlement Agreement, plaintiffs and defendants
have executed mutual general releases which include all claims which were
asserted or could have been asserted in this action. Said Settlement Agreement
was approved by a majority of the Trust's trustees, including a majority of its
independent trustees, as being in the best interest of the Trust's
shareholders.

2. Plaintiffs and defendants have executed and filed herewith a
stipulation of dismissal under Mass. R. Civ. P. 41(a)(1)(ii). However, this
Court granted the motion to intervene of Philip V. Oppenheimer, et al.
("intervenors") on June 26, 1995, and therefore plaintiffs and defendants are
bringing this Motion to ensure complete dismissal of the action.

3. The interests of the intervenors are protected by the
Settlement Agreement. The avowed reason that the intervenors sought to be
parties to this suit was that plaintiff Osborne, through his tender offer,
could have "seiz[ed] control of the Trust by removing all of the current
Trustees (without cause) and replacing them with persons of his choosing.
Thereafter, the plaintiff could dismiss the counterclaims brought against him
and his affiliates by the Trust in this action, and/or dismiss this case in its
entirety." Intervenors' Motion paragraph 4, at 4-5. As stated earlier, as
part of the Settlement Agreement, plaintiff Osborne has agreed not to extend
his tender offer for the capital shares of the Trust. Moreover, insufficient
shares have been tendered to enable Osborne to take such actions. Therefore,
intervenors' counterclaims--which involve interpretation of the Declaration if
Osborne's tender offer were to be successful--are rendered moot by the
settlement. Intervenors' interests, after settlement, are no longer in jeopardy.

23
<PAGE> 24
For all the foregoing reasons, this Court should dismiss this action
with prejudice, with each party to bear its own fees, expenses and costs.

For the plaintiffs, For the defendants,

RICHARD M. OSBORNE and PRUDENTIAL REALTY TRUST, A
ROBERT G. STERN MASSACHUSETTS BUSINESS
TRUST, and JEFFREY L. DANKER,
THOMAS F. MURRAY, JOSEPH M.
SELZER, RICHARD J. BOYLE,
FRANCIS L. BRYANT, AS
TRUSTEES OF THE PRUDENTIAL
REALTY TRUST

By their attorneys, By their attorneys,

- ------------------------------ ------------------------------------
Brian D. Bixby (BBO No. 044140) Stephen D. Poss, P.C. (BBO No. 551760)
Edwin A. McCabe (BBO No. 327040) Dana L. McAlister (BBO No. 565398)
Joseph P. Davis III (BBO No. 551111) Gus P. Coldebella (BBO No. 566918)
CUDDY BIXBY GOODWIN, PROCTER & HOAR
One Financial Center Exchange Place
Boston, Massachusetts 02116 Boston, Massachusetts 02109-2881
(617) 348-3600 (617) 570-1000

DATED: July __, 1995

24
<PAGE> 25
EXHIBIT E
---------

Form of Joint Motion For Dismissal (Probate Court)
--------------------------------------------------
COMMONWEALTH OF MASSACHUSETTS
THE TRIAL COURT

SUFFOLK, ss. PROBATE COURT DEPT.
DOCKET NO. 95-E-0016

JOINT MOTION OF PLAINTIFFS AND DEFENDANTS FOR DISMISSAL

1. Plaintiffs and defendants entered into a settlement agreement on
July __, 1995 (the "Settlement Agreement") under which plaintiffs agreed to
dismiss all claims against defendants, plaintiff Osborne agreed not to extend
his tender offer for the capital
[FN]
- -------------
2 Plaintiffs and defendants have filed a similar Joint Motion for
Dismissal in the nearly identical Superior Court action brought by plaintiffs.

25
<PAGE> 26
shares of the Trust, and defendants agreed to dismiss all
counterclaims against plaintiffs. Pursuant to the Settlement Agreement,
plaintiffs and defendants have executed mutual general releases which include
all claims which were asserted or could have been asserted in this action.
Said Settlement Agreement was approved by a majority of the Trust's trustees,
including a majority of its independent trustees, as being in the best interest
of the Trust's shareholders.

2. Plaintiffs and defendants have executed and filed herewith a
stipulation of dismissal under Mass. R. Civ. P. 41(a)(1)(ii). However, a
motion to intervene has been filed by Philip V. Oppenheimer, et al.
("intervenors") on June 26, 1995, and therefore plaintiffs and defendants
therefore bring this Motion to ensure complete dismissal of the action.

3. The interests of the intervenors are protected by the
Settlement Agreement. The avowed reason that the intervenors sought to
be parties to this suit was that plaintiff Osborne, through his tender offer,
could have "seiz[ed] control of the Trust by removing all of the current
Trustees (without cause) and replacing them with persons of his choosing.
Thereafter, the plaintiff could dismiss the counterclaims brought against him
and his affiliates by the Trust in this action, and/or dismiss this case in its
entirety." Intervenors' Motion paragraph 4, at 4-5. As stated earlier, as
part of the Settlement Agreement, plaintiff Osborne has agreed not to extend
his tender offer for the capital shares of the Trust. Moreover, insufficient
shares have been tendered to enable Osborne to take such actions. Therefore,
intervenors' counterclaims--which involve interpretation of the Declaration if
Osborne's tender offer were to be successful--are rendered moot by the
settlement. Intervenors' interests, after settlement, are no longer in
jeopardy.

26
<PAGE> 27
For all the foregoing reasons, this Court should dismiss this action
with prejudice, with each party to bear its own fees, expenses and costs.

For the plaintiffs, For the defendants,

RICHARD M. OSBORNE and PRUDENTIAL REALTY TRUST, A
ROBERT G. STERN MASSACHUSETTS BUSINESS TRUST,
and JEFFREY L. DANKER, THOMAS F.
MURRAY, JOSEPH M. SELZER,
RICHARD J. BOYLE, FRANCIS L.
BRYANT, AS TRUSTEES OF THE
PRUDENTIAL REALTY TRUST

By their attorneys, By their attorneys,

________________________________ ________________________________________
Brian D. Bixby (BBO No. 044140) Stephen D. Poss, P. C. (BBO No. 551760)
Edwin A. McCabe (BBO No. 327040) Dana L. McAlister (BBO No. 565398)
Joseph P. Davis III (BBO No. 551111) Gus P. Coldebella (BBO No. 566918)
CUDDY BIXBY GOODWIN, PROCTER & HOAR
One Financial Center Exchange Place
Boston, Massachusetts 02116 Boston, Massachusetts 02109-2881
(617) 348-3600 (617) 570-1000

DATED: July __, 1995

27
<PAGE> 28
EXHIBIT F
---------
Form Of Release For Robert G. Stern
-----------------------------------
MUTUAL GENERAL RELEASE

MUTUAL GENERAL RELEASE made this ____ day of July, 1995, by and
between Robert G. Stern ("Stern") and each of Prudential Realty Trust, a
Massachusetts business trust (the "Trust"), The Prudential Realty Advisors,
Inc., a New Jersey corporation ("PRA"), Jeffrey L. Danker ("Danker"), Thomas F.
Murray ("Murray"), Joseph M. Selzer ("Selzer"), Richard J. Boyle ("Boyle") and
Francis L. Bryant ("Bryant" and together with Danker, Murray, Selzer and Boyle,
the "Trustees").

WHEREAS, Stern, the Trust and the Trustees are parties (i) in the
actions entitled RICHARD M. OSBORNE AND ROBERT G. STERN V. PRUDENTIAL REALTY
TRUST AND JEFFREY L. DANKER, THOMAS F. MURRAY, JOSEPH M. SELZER, RICHARD J.
BOYLE AND FRANCIS L. BRYANT in the Probate Court Department of the Trial Court
of The Commonwealth of Massachusetts for the County of Suffolk, Docket No.
95-E-0016 (the "Probate Court Action") and RICHARD M. OSBORNE AND ROBERT G.
STERN V. PRUDENTIAL REALTY TRUST AND JEFFREY L. DANKER, THOMAS F. MURRAY,
JOSEPH M. SELZER, RICHARD J. BOYLE AND FRANCIS L. BRYANT in the Superior Court
Department of the Trial Court of The Commonwealth of Massachusetts for the
County of Suffolk, Civil Action No. 95-2095-A (the "Superior Court Action" and
together with the Probate Court Action, the "Trial Court Actions") and (ii) in
certain other actions, suits or proceedings relating to the Trial Court
Actions, including, without limitation, the action entitled RICHARD M. OSBORNE
AND ROBERT G. STERN V. PRUDENTIAL REALTY TRUST AND JEFFREY L. DANKER, THOMAS F.
MURRAY, JOSEPH M. SELZER, RICHARD J. BOYLE AND FRANCIS L. BRYANT in the
District Court, City and County of Denver, Colorado, Case No. 95CV2674 and the
action entitled IN THE MATTER OF THE APPLICATION OF RICHARD M. OSBORNE AND
ROBERT G. STERN, in the Supreme Court of the State of New York, County of New
York, Index No. 115485/95 (such actions, suits and proceedings referred to in
clauses (i) and (ii) above, together with any and all notices of lis pendens
(including, without limitation, the Lis Pendens Notice filed in the Probate
Court Action on June 27, 1995 and in the Marion Circuit Court, No. 9500095, on
June 27, 1995), attachments of any kind, including, without limitation, real
estate attachments, restraining orders, injunctions or similar notices and
notices of claim, which relate to the subject matter of such actions, suits or
proceedings, are referred to herein as the "Lawsuits").

WHEREAS, the execution and delivery of this Mutual General Release is
a condition precedent to the obligations of the Trust, PRA, the Trustees,
Richard M. Osborne ("Osborne"), Turkey Vulture Fund XIII, Ltd. (the "Fund") and
Black Bear Realty Ltd. ("Black Bear" and together with Osborne and the Fund,
the "Osborne Parties") under that certain Settlement and Standstill Agreement
by and between the Trust, PRA, the Trustees and the Osborne Parties dated as of
July __, 1995 (the "Settlement Agreement").

NOW, THEREFORE, in consideration of the Settlement Agreement and for
other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged by each of the undersigned parties:

28
<PAGE> 29
Stern hereby remises, releases and forever discharges each of
the Trust, PRA, the Trustees, its or their respective successors in interest
and subsidiaries thereof, and the past, present and future officers, trustees,
shareholders, partners, members, agents, representatives, advisors (including
without limitation, attorneys, accountants, bankers and financial advisors),
heirs, successors and assigns of each of them (collectively, the "Trust
Releasees") of and from all actions, causes of action, contributions,
indemnities, apportionments, duties, debts, sums, sums of money, suits,
omissions, bonds, bond specialties, covenants, contracts, controversies,
restitutions, understandings, agreements, promises, commitments, damages,
responsibilities and any and all claims, demands, executions, liabilities and
accounts of whatsoever kind, nature or description, direct or indirect, oral or
written, known or unknown, matured or unmatured, suspected or unsuspected at
the present time, in law or in equity (including, without limitation, those in
contract or in tort or otherwise, or under the laws and regulations of the
United States or any state or other jurisdiction or public administrative board
or agency), that Stern (i) now has or ever had from time to time through the
date hereof, including, without limiting the generality of the foregoing, all
claims or causes of action which were asserted or which could have been
asserted in the Lawsuits, and (ii) may have at any time in the future which
concern the facts relating to or the subject matter of the Lawsuits.

Stern hereby agrees that neither he nor his attorneys will pursue or
conduct any discovery in the Lawsuits and hereby withdraws all discovery
requests served or issued by him or his attorneys in the Lawsuits.

Each of the Trust, PRA and the Trustees (in their respective
capacities as Trustees of the Trust) hereby remises, releases and forever
discharges each of Stern, his heirs, successors and assigns (collectively, the
"Stern Releasees") of and from all actions, causes of action, contributions,
indemnities, apportionments, duties, debts, sums, sums of money, suits,
omissions, bonds, bond specialties, covenants, contracts, controversies,
restitutions, understandings, agreements, promises, commitments, damages,
responsibilities and any and all claims, demands, executions, liabilities and
accounts of whatsoever kind, nature or description, direct or indirect, oral or
written, known or unknown, matured or unmatured, suspected or unsuspected at
the present time, in law or in equity (including, without limitation, those in
contract or in tort or otherwise, or under the laws and regulations of the
United States or any state or other jurisdiction or public administrative board
or agency), that the Trust, PRA and the Trustees (in their respective
capacities as Trustees of the Trust) (i) now have or ever had from time to time
through the date hereof, including, without limiting the generality of the
foregoing, all claims or causes of action which were asserted or which could
have been asserted in the Lawsuits, and (ii) may have at any time in the future
which concern the facts relating to or the subject matter of the Lawsuits.

This Mutual General Release is freely and voluntarily executed by each
of the undersigned parties who, in executing this Mutual General Release, does
not rely on any inducements, promises or representations of any other party or
its representatives which are not described herein. Each of the undersigned
parties has been advised by his or its legal counsel as to the meaning and
consequences of this Mutual General Release and the releases contained herein
and acknowledges his or its understanding of the terms contained

29
<PAGE> 30
herein and the consequences thereof. This Mutual General Release shall be
construed under and governed by the laws of The Commonwealth of Massachusetts.

The failure of any of the undersigned parties to require the
performance of a term or obligation under this Mutual General Release or the
waiver by any of the undersigned parties of any breach hereunder shall not
prevent subsequent enforcement of such term or obligation or be deemed a waiver
of any subsequent breach hereunder. In case any one or more of the provisions
of this Mutual General Release shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Mutual General
Release, but this Mutual General Release shall be construed as if such invalid,
illegal or unenforceable provision or part of a provision had never been
contained herein.

[END OF TEXT]

30
<PAGE> 31
EXECUTED as of the ___ day of July, 1995.

PRUDENTIAL REALTY TRUST

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

THE PRUDENTIAL REALTY
ADVISORS, INC.

ATTEST: By:

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

ATTEST:

- ----------------------------- -----------------------------
JEFFREY L. DANKER

ATTEST:

- ----------------------------- -----------------------------
THOMAS F. MURRAY

ATTEST:

- ----------------------------- -----------------------------
JOSEPH M. SELZER

ATTEST:

- ----------------------------- -----------------------------
RICHARD J. BOYLE

31
<PAGE> 32
ATTEST:

- ----------------------------------- -----------------------------------
FRANCIS L. BRYANT

ATTEST:

- ----------------------------------- -----------------------------------
ROBERT G. STERN

32
<PAGE> 33
Form Of Release For Christopher Jarrett
---------------------------------------
MUTUAL GENERAL RELEASE

MUTUAL GENERAL RELEASE made this ____ day of July, 1995, by and
between Christopher Jarrett ("Jarrett") and each of Prudential Realty Trust, a
Massachusetts business trust (the "Trust"), The Prudential Realty Advisors,
Inc., a New Jersey corporation ("PRA"), Jeffrey L. Danker ("Danker"), Thomas F.
Murray ("Murray"), Joseph M. Selzer ("Selzer"), Richard J. Boyle ("Boyle") and
Francis L. Bryant ("Bryant" and together with Danker, Murray, Selzer and Boyle,
the "Trustees").

WHEREAS, the Trust and the Trustees are parties (i) in the actions
entitled RICHARD M. OSBORNE AND ROBERT G. STERN V. PRUDENTIAL REALTY TRUST AND
JEFFREY L. DANKER, THOMAS F. MURRAY, JOSEPH M. SELZER, RICHARD J. BOYLE AND
FRANCIS L. BRYANT in the Probate Court Department of the Trial Court of The
Commonwealth of Massachusetts for the County of Suffolk, Docket No. 95-E-0016
(the "Probate Court Action") and RICHARD M. OSBORNE AND ROBERT G. STERN V.
PRUDENTIAL REALTY TRUST AND JEFFREY L. DANKER, THOMAS F. MURRAY, JOSEPH M.
SELZER, RICHARD J. BOYLE AND FRANCIS L. BRYANT in the Superior Court Department
of the Trial Court of The Commonwealth of Massachusetts for the County of
Suffolk, Civil Action No. 95-2095-A (the "Superior Court Action" and together
with the Probate Court Action, the "Trial Court Actions") and (ii) in certain
other actions, suits or proceedings relating to the Trial Court Actions,
including, without limitation, the action entitled RICHARD M. OSBORNE AND
ROBERT G. STERN V. PRUDENTIAL REALTY TRUST AND JEFFREY L. DANKER, THOMAS F.
MURRAY, JOSEPH M. SELZER, RICHARD J. BOYLE AND FRANCIS L. BRYANT in the
District Court, City and County of Denver, Colorado, Case No. 95CV2674 and the
action entitled IN THE MATTER OF THE APPLICATION OF RICHARD M. OSBORNE AND
ROBERT G. STERN, in the Supreme Court of the State of New York, County of New
York, Index No. 115485/95 (such actions, suits and proceedings referred to in
clauses (i) and (ii) above, together with any and all notices of lis pendens
(including, without limitation, the Lis Pendens Notice filed in the Probate
Court Action on June 27, 1995 and in the Marion Circuit Court, No. 9500095, on
June 27, 1995), attachments of any kind, including, without limitation, real
estate attachments, restraining orders, injunctions or similar notices and
notices of claim, which relate to the subject matter of such actions, suits or
proceedings, are referred to herein as the "Lawsuits").

33
<PAGE> 34
Jarrett hereby remises, releases and forever discharges each of the
Trust, PRA, the Trustees, its or their respective successors in interest and
subsidiaries thereof, and the past, present and future officers, trustees,
shareholders, partners, members, agents, representatives, advisors (including
without limitation, attorneys, accountants, bankers and financial advisors),
heirs, successors and assigns of each of them (collectively, the "Trust
Releasees") of and from all actions, causes of action, contributions,
indemnities, apportionments, duties, debts, sums, sums of money, suits,
omissions, bonds, bond specialties, covenants, contracts, controversies,
restitutions, understandings, agreements, promises, commitments, damages,
responsibilities and any and all claims, demands, executions, liabilities and
accounts of whatsoever kind, nature or description, direct or indirect, oral or
written, known or unknown, matured or unmatured, suspected or unsuspected at
the present time, in law or in equity (including, without limitation, those in
contract or in tort or otherwise, or under the laws and regulations of the
United States or any state or other jurisdiction or public administrative board
or agency), that Jarrett (i) now has or ever had from time to time through the
date hereof, including, without limiting the generality of the foregoing, all
claims or causes of action which were asserted or which could have been
asserted in the Lawsuits, and (ii) may have at any time in the future which
concern the facts relating to or the subject matter of the Lawsuits.

Each of the Trust, PRA and the Trustees (in their respective
capacities as Trustees of the Trust) hereby remises, releases and forever
discharges each of Jarrett, his heirs, successors and assigns (collectively,
the "Jarrett Releasees") of and from all actions, causes of action,
contributions, indemnities, apportionments, duties, debts, sums, sums of money,
suits, omissions, bonds, bond specialties, covenants, contracts, controversies,
restitutions, understandings, agreements, promises, commitments, damages,
responsibilities and any and all claims, demands, executions, liabilities and
accounts of whatsoever kind, nature or description, direct or indirect, oral or
written, known or unknown, matured or unmatured, suspected or unsuspected at
the present time, in law or in equity (including, without limitation, those in
contract or in tort or otherwise, or under the laws and regulations of the
United States or any state or other jurisdiction or public administrative board
or agency), that the Trust, PRA and the Trustees (in their respective
capacities as Trustees of the Trust) (i) now have or ever had from time to time
through the date hereof, including, without limiting the generality of the
foregoing, all claims or causes of action which were asserted or which could
have been asserted in the Lawsuits, and (ii) may have at any time in the future
which concern the facts relating to or the subject matter of the Lawsuits.

The failure of any of the undersigned parties to require the
performance of a term or obligation under this Mutual General Release or the
waiver by any of the undersigned

34
<PAGE> 35
parties of any breach hereunder shall not prevent subsequent enforcement of
such term or obligation or be deemed a waiver of any subsequent breach
hereunder. In case any one or more of the provisions of this Mutual General
Release shall for any reason be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect
any other provision of this Mutual General Release, but this Mutual General
Release shall be construed as if such invalid, illegal or unenforceable
provision or part of a provision had never been contained herein.

[END OF TEXT]

35
<PAGE> 36
EXECUTED as of the ___ day of ____________, 1995.

PRUDENTIAL REALTY TRUST

ATTEST:

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

THE PRUDENTIAL REALTY
ADVISORS, INC.

ATTEST:

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

ATTEST:

- -------------------------- --------------------------------
JEFFREY L. DANKER

ATTEST:

- -------------------------- --------------------------------
THOMAS F. MURRAY

ATTEST:

- ------------------------- --------------------------------
JOSEPH M. SELZER

ATTEST:

- ------------------------- --------------------------------
RICHARD J. BOYLE

36
<PAGE> 37
ATTEST:

- --------------------------- -------------------------------
FRANCIS L. BRYANT

ATTEST:

- --------------------------- -------------------------------
CHRISTOPHER JARRETT

37
<PAGE> 38
EXHIBIT G
---------

<TABLE>
<Caption
Allocation Of Payment
---------------------
<S> <C>
Richard M. Osborne $549,800.00

Turkey Vulture Fund XIII, Ltd. $ 100.00

Black Bear Realty, Ltd. $ 100.00
-----------------

$550,000.00
</TABLE>