EXHIBIT 2.2



                            PROPERTY OPTION AGREEMENT



         PROPERTY OPTION AGREEMENT, dated effective March 6, 2002 (this

"Agreement"), by and between Fog Cutter Capital Group Inc., a Maryland

corporation (the "Company"), and the individuals indicated on the signature

page(s) and listed on Schedule 1 hereto (collectively, the "Stockholder"), each

a stockholder of the Company.



         WHEREAS, the Stockholder is the owner of the shares of common stock,

par value $.0001 per share ("Company Common Stock"), of the Company set forth on

Schedule 1 hereto (the "Subject Shares"); and



         WHEREAS, the Stockholder wishes to sell the Subject Shares for cash and

a certain real estate property described herein; and



         WHEREAS, the Company desires to acquire the Subject Shares, from time

to time, in the manner provided herein to prevent any adverse impact on its

share price, to acquire shares at a discount to book value, to protect its

liquidity position and to dispose of certain non-core real estate assets; and



         WHEREAS, the Company desires to acquire an option to put a certain real

estate property described herein at the exercise price and during the exercise

period specified in Section 1 below, and Stockholder is willing to grant such

option to the Company in exchange for the consideration and on the terms set

forth in this Agreement; and



         WHEREAS, the Stockholder requested an option to put all (but not less

than all) of the Subject Shares at the exercise price and during the exercise

period specified in Section 2 below, and Company is willing to grant such option

in exchange for the consideration and on the terms set forth in this Agreement;



         NOW, THEREFORE, in consideration of the foregoing and the respective

representations, warranties, covenants and agreements set forth herein, and

intending to be legally bound hereby, the Stockholder and the Company agree as

follows:



         1.       COMPANY PUT OPTION.



                  (a) GRANT OF PUT OPTION. Subject to the terms and conditions

set forth in this Agreement, the Stockholder hereby grants to the Company the

option (the "Put Option") to require the Stockholder to purchase, during the Put

Option Exercise Period (as defined below), the Wilsonville Property (as defined

below) for the Property Put Purchase Price (as defined below in this Section 1).



                  (b) EXERCISE PRICE. For purposes of this Agreement, the

"Property Put Purchase Price" means $1,900,958.25, plus any cash dividends paid

by the Company on 623,265 shares of the Subject Shares and received by the

Stockholder between January 10, 2002, and the

<Page>



Put Option Closing (as defined below). The amount payable by the Stockholder to

the Company pursuant to the foregoing is payable in U.S. Dollars. To secure

performance of the Company's obligations arising hereunder in connection with

any exercise of the Put Option, upon mutual execution of this Agreement, the

Company shall provide Stockholder with a deed of trust substantially in the form

of attached Exhibit 1(b) duly executed and acknowledged by the Company, for

recording against the Wilsonville Property. The trust deed shall contain

provisions for reconveyance of trust deed promptly upon performance by the

Company of its obligations under this Agreement. To secure performance of the

Stockholder's obligations arising hereunder in connection with any exercise of

the Put Option, upon mutual execution of this Agreement, the Stockholder shall

deliver 623,265 shares of the Subject Shares, duly endorsed in blank, to the

Company, to be held by the Company subject to the provisions of this Section

1(b). If the Put Option expires without it having been exercised by the Company

and the Wilsonville Property has not been conveyed to the Stockholder pursuant

to the Put Option described in Section 2 below, the Stockholder shall deliver to

the Company an executed original request for full reconveyance of the trust deed

relating to the Wilsonville Property and take all further actions necessary to

fully reconvey the property to the Company and any costs associated therewith

shall be paid one-half by the Company and one-half by the Stockholder and

neither the Company nor the Stockholder shall have any further obligations or

liability under this Section 1, except as expressly provided.



                  (c) PAYMENT AND DELIVERY. The Stockholder shall pay the

Property Put Purchase Price to the Company against delivery by the Company of an

Oregon statutory special warranty deed (the "Deed") representing the Wilsonville

Property at the Put Option Closing, subject to the conditions specified in

Section 1(b) above, at the Company's offices simultaneously with payment of the

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC