AGREEMENT

                                                                    Exhibit 10.1

Jointly prepared by the Real Property Section of the New York State Bar
Association, the New York State Land Title Association, the Committee on Real
Property Law of the Association of the Bar of the City of New York and the
Committee on Real Property Law of the New York County Lawyers' Association


   WARNING: NO REPRESENTATION IS MADE THAT THIS FORM OF CONTRACT FOR THE SALE
     AND PURCHASE OF REAL ESTATE COMPLIES WITH SECTION 5-702 OF THE GENERAL
                       OBLIGATIONS LAW ("PLAIN LANGUAGE").

                CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT

NOTE: FIRE AND CASUALTY LOSSES AND CONDEMNATION
This contract form does not provide for what happens in the event of fire, or
other casualty loss or condemnation before the title closing. Unless different
provision is made in this contract, Section 5-1311 of the General Obligations
Law will apply. One part of that law makes a Purchaser responsible for fire and
casualty loss upon taking possession of the Premises before the title closing.

                          Residential Contract of Sale
                          ----------------------------

     Contract of Sale made as of April 17, 2008         BETWEEN
Cortlandt Building Associates, LLC

Address: 1985 Crompond Road, Cortlandt Manor, NY 10567
Social Security Number/Fed. I.D. No.(s):          hereinafter called "Seller" and
Gyrodyne Company of America, Inc.
Address: One Flowerfield, Suite 24, St. James, NY 11780
Social Security Number/Fed. I.D. No.(s):          hereinafter called "Purchaser"

The parties hereby agree as follows:

1. Premises. Seller shall sell and convey and Purchaser shall purchase the
property, together with all buildings and improvements thereon (collectively the
'Premises"), more fully described on a separate page marked "Schedule A",
annexed hereto and made a part hereof and also known as:
Street Address: 1985 Crompond Road, Cortlandt Manor, NY 10507

Tax Map Designation: Sect. 33.12 Block 1 Lot 3

Together with Seller's ownership and rights, if any, to land lying in the bed of
any street or highway, opened or proposed, adjoining the Premises to the center
line thereof, including any right of Seller to any unpaid award by reason of any
taking by condemnation and/or for any damage to the Premises by reason of change
of grade of any street or highway. Seller shall deliver at no additional cost to
Purchaser, at Closing (as hereinafter defined), or thereafter, on demand, any
documents that Purchaser may reasonably require for the conveyance of such title
and the assignment and collection of such award or damages.

2. Personal Property. This sale also includes all fixtures and articles of
personal property now attached or appurtenant to the Premises, unless
specifically excluded below. Seller represents and warrants that at Closing they
will be paid for and owned by Seller, free and clear of all liens and
encumbrances, except any existing mortgage to which this sale may be subject.
They include, but are not limited to, plumbing, heating, lighting and cooking
fixtures, chandeliers, bathroom and kitchen cabinets and counters, mantels, door
mirrors, switch plates and door hardware, venetian blinds, window treatments,
shades, screens, awnings, storm windows, storm doors, window boxes, mail box, TV
aerials, weather vane, flagpole, pumps, shrubbery, fencing, outdoor statuary,
tool shed, dishwasher, washing machine, clothes dryer, garbage disposal unit,
range, oven, built-in-microwave oven, refrigerator, freezer, air conditioning
equipment and installations, wall to wall carpeting and built-ins not excluded
below (strike out inapplicable items).
All and only to the extent the referenced items exist on premises on date of
this contract in "as is" condition, except as expressly set forth in Section
14(e)

Excluded from this sale are furniture and household furnishings and

3. Purchase Price. The purchase price is

                                                 $ 7,000,000
payable as follows:
(a) On the signing of this contract, by Purchaser's good check payable to the
Escrowee (as hereinafter defined), subject to collection, the receipt of which
is hereby acknowledged, to be held in escrow pursuant to paragraph 6 of this
contract (the "Downpayment"):
                                                  $ 500,000,
(b) Balance at Closing in accordance with paragraph 7:
                                                 $ 6,500,000

4. Down payment in Escrow. (a) Seller's attorney ("Escrowee") shall hold the
Downpayment in escrow in a segregated bank account at Mahapac National Bank,
Putnam Vallay, , NY 10579 until Closing or sooner termination of this contract
shall pay over or apply the Downpayment in accordance with the terms of this
paragraph. Escrowee shall not hold the Downpayment in an interest-bearing
account for the benefit of the parties. If interest is held for the benefit of
the parties, it shall be paid to the party entitled to the Downpayment and the
party receiving the interest shall pay any income taxes thereon. If interest is
not held for the benefit of the parties, the Downpayment shall be placed in an
IOLA account or as otherwise permitted or required by law. The Social Security
or Federal Identification numbers ofthe parties shall be furnished to Escrowee
upon request. At Closing, the Downpayment shall be paid by Escrowee to Seller.
If for any reason Closing does not occur and either party gives Notice (as
defined in paragraph 25) to Escrowee demanding payment of the Downpayment,
Escrowee shall give prompt Notice to the other party of such demand. If Escrowee
does not receive Notice of objection from such other party to the proposed
payment within 10 business days after the giving of such Notice, Escrowee is
hereby authorized and directed to make such payment If Escrowee does receive o
such Notice of objection within such 10 day period or if for any other reason
Escrowee in good faith shall elect not to make such payment, Escrowee shall
continue to hold such amount until otherwise directed by Notice from the parties
to this contract or a final, non-appealable judgment, order or decree of a
court. However, Escrowee shall have the right at any time to deposit the
Downpayment and the interest thereon with the clerk of a court in the county in
which the Premises are located and shall give Notice of such deposit to Seller
and Purchaser. Upon such deposit or other disbursement in accordance with the
terms of this paragraph, Escrowee shall be relieved and discharged of all
further obligations and responsibilities hereunder.
(b) The parties acknowledge that Escrowee is acting solely as a stakeholder at
their request and for their convenience and that Escrowee shall not be liable to
either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this contract or involving gross negligence on
the part of Escrowee. Seller and Purchaser jointly and severally (with right of
contribution) agree to defend (by attorneys selected by Escrowee), indemnify and
hold Escrowee harmless from and against all costs, claims and expenses
(including reasonable attorneys' fees) incurred in connection with the
performance of Escrowee's duties hereunder, except with respect to actions or
omissions taken or suffered by Escrowee in bad faith or in willful disregard of
this contract or involving gross negligence on the part of Escrowee.
(c) Escrowee may act or refrain from acting in respect of any matter referred to
herein in full reliance upon and with the advice of counsel which may be
selected by it (including any member of its firm) and shall be fully protected
in so acting or refraining from action upon the advise of such counsel.
(d) Escrowee acknowledges receipt of the Downpayment by check subject to
collection and Escrowee's agreement to the provisions of this paragraph by
signing in the place indicated on the signature page of this contract.
(e) Escrowee or any member of its firm shall be permitted to act as counsel for
Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee. (f) The party whose attorney is
Escrowee shall be liable for loss of the Downpayment

5. Acceptable Funds. All money payable under this contract unless otherwise
specified, shall be paid by:
(a) Cash, but not over $1,000.00
(b) Good certified check of Purchaser drawn on or official check issued by any
bank, savings bank, trust company or savings and loan association having a
banking office in the State of New York unendorsed and payable to the order of
Seller, or as Seller may otherwise direct upon reasonable prior notice (by
telephone or otherwise) to Purchaser.
(c) As to money other than the purchase price payable to Seller at Closing,
uncertified check of Purchaser up to the amount of $500.00; and
(d) As otherwise agreed to in writing by Seller or Seller's attorney.

6. Mortgage Commitment Contingency. (a) The obligation of Purchaser to purchase
under this contract is conditioned upon issuance, on or before 60 days after a
fully executed copy of this contract is given to Purchaser or Purchaser's
attorney in the manner set forth in paragraph 25 or subparagraph 8(j) (the
"Commitment Date"), of a written commitment from an Institutional Lender
pursuant to which such Institutional Lender agrees to make a first mortgage
loan, to Purchaser, at Purchaser's sole cost and expense, of $ 3.5 million for a
term of at least 30 years (or such lesser sum or shorter term as Purchaser shall
be willing to accept) at the prevailing fixed or adjustable rate of interest and
on other customary commitment terms (the "Commitment"), Purchaser's obligations
hereunder are conditioned only on issuance of a Commitment. Once a Commitment is
issued, Purchaser is bound under this contract even if the lender fails or
refuses to fund the loan for any reason. (b) Purchaser shall (i) make prompt
application to one or, at Purchaser's election, more than one Institutional
Lender for such mortgage loan, (ii) furnish accurate and complete information
regarding Purchaser and members of Purchaser's family, as required, (iii) pay
all fees, points and charges required in connection with such application and
loan, (iv) pursue such application with diligence, and (v) cooperate in good
faith with such Institutional Lender(s) to obtain a Commitment. Purchaser shall
accept a Commitment meeting the terms set forth in subparagraph 8(a) and shall
comply with all requirements of such Commitment (or any other commitment
accepted by Purchaser). Purchaser shall furnish Seller with a copy of the
Commitment promptly after receipt thereof. (c) Prompt submission by Purchaser of
an

<PAGE>

application to a mortgage broker registered pursuant to Article 12-D of the New
York Banking Law ("Mortgage Broker") shall constitute full compliance with the
terms and conditions set forth in subparagraph 8(b)(i), provided that such
Mortgage Broker promptly submits such application to such Institutional
Lender(s). Purchaser shall cooperate in good faith with such Mortgage Broker to
obtain a Commitment from such Institutional Lender(s). (d) If all Institutional
Lenders to whom applications were made deny such applications in writing prior
to the Commitment Date, Purchaser may cancel this contract by giving Notice
thereof to Seller, with a copy of such denials, provided that Purchaser has
complied with all its obligations under this paragraph 8. (e) If no Commitment
is issued by an Institutional Lender on or before the Commitment Date, then,
unless Purchaser has accepted a written commitment from an Institutional Lender
that does not conform to the terms set forth in subparagraph 8(a), Purchaser may
cancel this contract by giving Notice to Seller within 5 business days after the
Commitment Date, provided that such Notice includes the name and address of the
Institutional Lender(s) to whom application was made and that Purchaser has
complied with all its obligations under this paragraph 8. (f) If this contract
is canceled by Purchaser pursuant to subparagraphs 8(d) or (e), neither party
shall thereafter have any further rights against, or obligations or liabilities
to, the other by reason of this contract, except that the Downpayment shall be
promptly refunded to Purchaser and except as set forth in paragraph 27. (g) If
Purchaser fails to give timely Notice of cancellation or if Purchaser accepts a
written commitment from an Institutional Lender that does not conform to the
terms set forth in subparagraph 8(a), then Purchaser shall be deemed to have
waived Purchaser's right to cancel this contract and to receive a refund of the
Downpayment by reason of the contingency contained in this paragraph 8. (h) If
Seller has not received a copy of a commitment from an Institutional Lender
accepted by Purchaser by the Commitment Date, Seller may cancel this contract by
giving Notice to Purchaser within 5 business days after the Commitment Date,
which cancellation shall become effective unless Purchaser delivers a copy of
such commitment to Seller within 10 business days after the Commitment Date.
After such cancellation neither party shall have any further rights against, or
obligations or liabilities to, the other by reason of this contract, except that
the Downpayment shall be promptly refunded to Purchaser (provided Purchaser has
complied with all its obligations under this paragraph 8) and except as set
forth in paragraph 27. (i) For purposes of this contract, the term
"Institutional Lender" shall mean any bank, savings bank, private banker, trust
company, savings and loan association, credit union or similar banking
institution whether organized under the laws of this state, the United States or
any other state, foreign banking corporation licensed by the Superintendent of
Banks of New York or regulated by the Comptroller of the Currency to transact
business in New York State; insurance company duly organized or licensed to do
business in New York State; mortgage banker licensed pursuant to Article 12-D of
the Banking Law; and any instrumentality created by the United States or any
state with the power to make mortgage loans. (j) For purposes of subparagraph
8(a), Purchaser shall be deemed to have been given a fully executed copy of this
contract on the third business day following the date of ordinary or regular
mailing, postage prepaid.

7. Permitted Exceptions. The Premises are sold and shall be conveyed subject to:
(a) Zoning and subdivision laws and regulations, and landmark, historic or
wetlands designation, provided that they are not violated by the existing
buildings and improvements erected on the property or their use;
(b) Consents for the erection of any structures on, under or above any streets
on which the Premises abut;
(c) Encroachments of stoops, areas, cellar steps, trim and cornices, if any,
upon any street or highway;
(d) Real estate taxes that are a lien, but are not yet due and payable; and
(e) The other matters, if any, including a survey exception, set forth in
Paragraph 26 hereof .

8. Governmental Violations and Orders. (a). Seller shall comply with all notes
or notices of violations of law or municipal ordinances, orders or requirements
noted or issued as of the date of closing by any governmental department
having authority as to lands, housing, buildings, fire, health, environmental
and labor conditions affecting the Premises. The Premises shall be conveyed free
of them at Closing. Seller shall furnish Purchaser with any authorizations
necessary to make the searches that could disclose these matters.

9. Seller's Representations. (a) Seller represents and warrants to Purchaser
that:
I. The Premises abut or have a right of access a public road;
II. Seller is the sole owner of the Premises and has the full right, power and
authority to sell, convey and transfer the same in accordance with the terms of
this contract;
III. Seller is not a "foreign person", as that term is defined for purposes of
the Foreign Investment in Real Property Tax Act, Internal Revenue Code ("IRC")
Section 1445, as amended, and the regulations promulgated thereunder
(collectively "FIRPTA");
IV. Seller makes no representations regarding taxes.
(b) Seller covenants and warrants that all of the representations and warranties
set forth in this contract shall be true and correct at Closing.
(c) Except as otherwise expressly set forth in this contract, none of Seller's
covenants, representations, warranties or other obligations contained in this
contract shall survive Closing.

10. Condition of Property. Purchaser acknowledges and represents that Purchaser
is fully aware of the physical condition and state of repair of the Premises and
of all other property included in this sale, based on Purchaser's own inspection
and investigation thereof, and that Purchaser is entering into this contract
based solely upon such inspection and investigation and not upon any
information, data, statements or representations, written or oral, as to the
physical conditions, state of repair, use, cost of operation or any other matter
related to the Premises or the other property included in the sale, given or
made by Seller or its representatives, and shall accept the same "as is" in
their present condition and state of repair, subject to reasonable use, wear,
tear and natural deterioration between the date hereof and the date of Closing
(except as otherwise set forth in paragraph 16(e), without any reduction in the
purchase price or claim of any kind for any change in such condition by reason
thereof subsequent to the date of this contract. Purchaser and its authorized
representatives shall have the right, at reasonable times and upon reasonable
notice (by telephone or otherwise) to Seller, to inspect the Premises before
Closing,

11. Insurable Title. Seller shall give and Purchaser shall accept such title as
any reputable title insurance company shall be willing to approve and insure in
accordance with its standard form of title policy approved by the New York State
Insurance Department, subject only to the matters provided for this contract

12. Closing, Deed and Title. (a) "Closing" means the settlement of the
obligations of Seller and Purchaser to each other under this contract, including
the payment of the purchase price to Seller, and the delivery to Purchaser of a
Bargain & Sale Deed with Covenants against Grantors Act in proper statutory
short form for record, duly executed and acknowledged, so as to convey to
Purchaser fee simple title to the Premises, free of all encumbrances, except as
otherwise herein stated. The deed shall contain a covenant by Seller as required
by subd. 5 of Section 13 of the Lien Law. (b) If Seller is a corporation, it
shall deliver to Purchaser at the time of Closing (i) a resolution of its Board
of Directors authorizing the sale and delivery of the deed, and (ii) a
certificate by the Secretary or Assistant Secretary of the corporation
certifying such resolution and setting forth facts showing that the transfer is
in conformity with the requirements of Section 909 of the Business Corporation
Law, The deed in such case shall contain a recital sufficient to establish
compliance with that Section.

13. Closing Date and Place. Closing shall take place at the office of Bolger,
Hinz & Zutt, P.C. , 11 Oscawana Lake Road, Putnam Valley, NY or Purchaser' s
Lender in Westchester or Putnam Counties, at 2 o'clock in the afternoon on or
about May 15, 2008.

14. Conditions to Closing. This contract and Purchaser's obligation to purchase
the Premises are also subject to and conditioned upon the fulfillment of the
following conditions precedent:
(a) The accuracy, as of the date of Closing, of the representations and
warranties of Seller made in this contract
(b) The delivery by Seller to Purchaser of a valid and subsisting Certificate of
Occupancy or other required certificate of compliance, or evidence that none was
required, covering the building(s) and all of the other improvements located on
the property authorizing their use as a Medical Office Building (c) The delivery
by Seller to Purchaser of a certificate stating that Seller is not a foreign
person, which certificate shall be in the form then required by FIRPTA or a
withholding certificate from I.R.S. If Seller fails to deliver the aforesaid
certificate or if Purchaser is not entitled under FIRPTA to rely on such
certificate, Purchaser shall deduct and withhold from the purchase price a sum
equal to 10% thereof (or any lesser amount permitted by law) and shall at
Closing remit the withheld amount with the required forms to the Internal
Revenue Service.
(d) The delivery of the Premises and all building(s) and improvements comprising
a part thereof in broom clean condition, together with keys to the Premises,
(e) All plumbing (including water supply and septic systems, if any), heating
and air conditioning, if any, electrical and mechanical systems, equipment, and
machinery in the building(s) located on the property and all appliances which
are included in this sale being in working order as of the date of Closing.
(f) The delivery by the parties of any other affidavits required as a condition
of recording the deed.

15. Deed Transfer and Recording Taxes. At Closing, certified or official bank
checks payable to the order of the appropriate State, City or County officer in
the amount of any applicable transfer and/or recording tax payable by reason of
the delivery or recording of the deed or mortgage, if any, shall be delivered by
the party required by law or by this contract to pay such transfer and/or
recording tax, together with any required tax returns duly executed and sworn
to, and such party shall cause any such checks and returns to be delivered to
the appropriate officer promptly after Closing. The obligation to pay any
additional tax or deficiency and any interest or penalties thereon shall survive
Closing.

16. Apportionments and Other Adjustments; Water Meter and Installment
Assessments. (a) To the extent applicable, the following shall be apportioned as
of midnight of the day before the day of Closing:
(i) taxes, water charges and sewer rents, on the basis of the fiscal period for
which assessed; (ii) fuel (iii) rents as and when collected. (b) If Closing
shall occur before a new tax rate is fixed, the apportionment of taxes shall be
upon the basis of the tax rate for the immediately preceding fiscal period
applied to the latest assessed valuation.
(c) If there is a water meter on the Premises, Seller shall furnish a reading to
a date not more than 30