CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

H. Irwin Levy/Hilcoast

In 1981, CV Reit sold the recreation facilities at the Century Village in Boca Raton to Mr. Levy for $18 million, subject to a lease to a corporation currently owned by Mr. Levy. (The annual net rental to Mr. Levy on that lease is $2.2 million.) At closing, Mr. Levy issued a 30-year non-recourse promissory note to CV Reit in the principal amount of $12.5 million which bears interest at 13.25% per annum. At December 31, 2002, the outstanding balance on this note was $9.0 million. During 2002, the Company recognized $1.2 million in interest income on this note.

Since 1990, companies owned by Mr. Levy and/or certain members of his family have leased, managed and operated the recreation facilities at the Century Villages in West Palm Beach, Deerfield Beach and Boca Raton, which are collateral for certain notes held by the Company with an outstanding balance of $33.3 million (including the $9.0 million discussed above) at December 31, 2002.

During 2002, the Company leased approximately 4,600 square feet of office space to those companies and other companies controlled by Mr. Levy on a month-to-month basis and received approximately $55,000 for payment of rent, utilities and operating expenses.

Louis P. Meshon, Sr.

On June 16, 2000, the Company sold to Louis P. Meshon, Sr. 75,000 restricted Common Shares at the then current market price per Common Share of $10.16 for a total of $762,000 evidenced by a full recourse promissory note that matures on June 15, 2005. The note and the collateral therefor consisting of the restricted Common Shares, and Mr. Meshon's obligations under the note, will terminate on the earliest to occur of: (i) the note's full satisfaction, (ii) the note's fifth anniversary (if Mr. Meshon is still employed by the Company), or (iii) the termination of Mr. Meshon's employment following a change of control, the termination of the employment of Mr. Meshon without cause or by Mr. Meshon for good reason or Mr. Meshon's death or disability. The Company will pay to him an amount equal to any taxes payable by him, on a full gross-up basis, at the time his obligations under the note terminate.

Louis P. Meshon, Sr. and Patricia Meshon, in the aggregate, own 99% of the voting stock (a 5% equity interest) in Drexel Realty, Inc. ("Drexel"), the management company in which Montgomery CV Realty L.P. owns 1% of the voting stock and 100% of the non-voting stock (a 95% equity interest). In 2002, Drexel did not make any payments to Mr. Meshon.

In addition, Drexel manages the following third-party owned properties in which Louis P. Meshon, Sr. has the following partnership interests:

                                                                      Meshon Partnership
Properties                                                            Interest Percentage
----------                                                            -------------------
Renaissance Plaza                                                            20.75%

Montgomery A.C., Inc. (owns 1% general partnership                           50.00%
interest in Renaissance Plaza)

Laurel Mall (indirect ownership through MTGY                                 29.00%
Associates) (Louis P. Meshon, Sr. owns 100% of
the corporate general partner of Laurel Mall)

Lane Plaza Associates (holds a cash-flow mortgage                            25.00%
on Weis Plaza, which is a third-party managed property)
(Louis P. Meshon, Sr. is general partner of Lane Plaza Associates)

In 2002, the owners of these properties paid Drexel $279,500 for these management services and leasing commissions.

Milton S. Schneider

Mr. Schneider is the Chief Executive Officer of The Glenville Group, a company involved in the development, ownership and management of commercial and residential properties. The Company leases approximately 2,300 square feet of office space to The Glenville Group in accordance with a five-year lease effective June 1, 1999 and expiring on May 31, 2004. During 2002, The Glenville Group paid the Company approximately $58,100 for payment of rent, electric and other operating expenses.