AMENDMENT NO. 1 TO MERGER AGREEMENT

EXECUTION COPY

AMENDMENT NO. 1 TO
MERGER AGREEMENT

          This AMENDMENT NO. 1 (this “ Amendment No. 1 ”), dated as of March 30, 2007, to the Merger Agreement, dated as of October 11, 2006 (the “ Merger Agreement ”), is by and among Reis, Inc., a Delaware corporation (the “Company ”), Wellsford Real Properties, Inc., a Maryland corporation (“ Parent ”), and Reis Services LLC, a Maryland limited liability company and wholly owned subsidiary of Parent (“ Merger Sub ”).

W I T N E S S E T H:

          WHEREAS, the Company, Parent, and Merger Sub are parties to the Merger Agreement;

          WHEREAS, the Company, Parent, and Merger Sub desire to amend the Merger Agreement as set forth herein; and

          WHEREAS, terms used herein but not otherwise defined shall have the respective meanings ascribed thereto in the Merger Agreement.

          NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

1.

Amendments to the Agreement .

1.1

Section 8.1(b) of the Merger Agreement is hereby amended and restated in its entirety as follows:

“(b)        by the Company or Parent at any time after May 31, 2007 if the Merger shall not have been consummated on or before such date; provided that the right to terminate the Agreement under this clause (b) shall not be available to any party whose breach of a representation, warranty, covenant or agreement under this Agreement has been the cause of or resulted in the failure of the Merger to be consummated on or before such date;"

2.

Amendments to Exhibits .

2.1

Exhibit 2.5 to the Merger Agreement is hereby amended and restated in its entirety by replacing such Exhibit 2.5 with Exhibit A attached hereto.

3.

Miscellaneous .

3.1

Full Force and Effect; Reservation of Rights . Except as specifically set forth in this Amendment No. 1, the Merger Agreement shall remai