WOC Wilshire Enterprises,

GREENWICH, Conn., Nov. 1 /PRNewswire/ -- Mercury Real Estate Advisors LLC, an affiliate of Mercury Partners LLC, a real estate investment management company based in Greenwich, CT, sent the following letter today to Wilshire Enterprises, Inc.'s (AMEX:WOC) Board of Directors. MERCURY REAL ESTATE ADVISORS LLC 100 Field Point Road Greenwich, Connecticut 06830 November 1, 2005 Board of Directors Wilshire Enterprises, Inc. 921 Bergen Avenue Jersey City, New Jersey 07306 Lady and Gentlemen: As you are aware, Mercury Real Estate Advisors LLC and its affiliates ("Mercury")is the largest independent shareholder of Wilshire Enterprises, Inc. ("Wilshire" or the "Company") with approximately a 14.6% ownership stake. We are writing to you to express our serious concerns over the strategic direction and management of the Company. In particular, the Company announced in January 2004 that it was considering a wide range of strategic options, including a sale of the Company, merger, acquisition of another company or companies or organic growth of the existing business. Shortly thereafter, it was also announced that Daniel Pryor had been hired to help execute this strategy. After nearly two years, the Company's slow progress in selling assets is disgraceful and the strategic direction of the Company appears confused and unguided. We believe there should be a heightened sense of urgency to immediately liquidate the Company. Under no circumstances should any of the sales proceeds be reinvested in new assets -- instead, for the reasons described in further detail below, this tiny Company with its enormous and disproportionate overhead must be liquidated immediately to maximize shareholder value. With an equity market capitalization of under $60 million, the Company would have to pursue an especially aggressive and unreasonably risky acquisition strategy over the next several years in order to grow to a size that is necessary to support the overhead of being a public company (in our significant experience, an equity market capitalization of over $1.0 billion would be required). Further, given the dramatic appreciation in real estate markets over the past several years and today's arguably unsustainable valuations, now is precisely the wrong time to be an acquirer of real estate assets. As such, the Company should abandon all consideration of other strategic alternatives and singularly focus on the strategic alternative that creates the most value for shareholders -- an immediate liquidation. In the public real estate company world, a good general and administrative costs-to-revenue ratio is 3%, and on average is approximately 5%. As a painful reminder of the gross inefficiencies associated with its miniscule size, the Company's general and administrative costs for the second quarter of 2005 were an obscene 88% of total revenue! For the six month period ended June 30, 2005, general and administrative costs were an equally appalling 54% of total revenue! A large part of the problem is the outrageous and disgraceful compensation package for Sherry Wilzig Izak, the putative Chairman and Chief Executive Officer, and daughter of the late founder of the Company, Siggi Wilzig. According to the Company's most recent 2004 proxy statement, Ms. Izak was paid a base salary of $200,000, a bonus of $338,000, granted restricted stock worth $163,800 and received other compensation of $3,000, for a total 2004 compensation package of $704,800! This compensation package exceeds the profit for the Company for the entire year. Moreover, we understand that Ms. Izak does not appear in the office on a regular, daily basis and it is not clear to us that she performs any productive or useful function on behalf of the Company and its shareholders. While it is perfectly clear that a majority of the Board of Directors (Messrs. Donnenberg, age 82, Schmertz, age 79 and Wachtel, age 80) are cronies of her late father, this exorbitant payment is shameful under any circumstances and must end immediately. These conflicts of interest are too blatantly obvious to ignore. In addition, as noted in the Company's proxy statement, Ms. Izak has an employment contract that includes a severance arrangement allowing for her termination for reasons other than cause for the payment of $200,000. We demand that the Board of Directors immediately terminate Ms. Izak or give specific, credible reasons why her association with the Company is anything besides unjustifiable nepotism. Assuming that the Company has pursued a merger since January of 2004, as it has stated in public filings, that course of action has obviously not resulted in a suitable transaction. We are also highly skeptical of a merger being in the best interest of shareholders because we strongly doubt any attractive acquirer would be interested in the grab bag of mixed properties currently owned by the Company. We much prefer to pay tax in a cash liquidation scenario rather than end up in an ill-conceived tax-free merger that ultimately destroys more of our rapidly diminishing shareholder value. Frankly, we have no confidence that the Board can engineer a compelling tax- free merger with any company of which we would ultimately want to own the stock. Now is the time to formally declare that the Company is being liquidated. We have waited patiently for either an intelligent merger or complete liquidation, but while properties have been sold, the Board of Directors continues to dither without a clear and concise strategic direction. Let us be clear -- we are strongly against the Company reinvesting any of the sales proceeds into new acquisitions. The Company does not have the management skills or personnel necessary to reinvest intelligently, nor does it make sense for the board or shareholders -- other than Ms. Izak -- to perpetuate this underperforming, tiny public company. Finally, reinvesting sales proceeds into an overvalued Arizona multifamily property is ridiculous. While reinvesting sales proceeds may defer taxes, it will almost certainly destroy an even greater amount of shareholder value by overpaying at the top of the real estate market. We would far rather pay taxes and receive net cash proceeds than continue to waste substantial shareholder money following an ill-conceived and doomed reinvestment plan. While Ms. Izak is clearly benefiting from maintaining Wilshire as a public company -- to the tune of over $700,000 a year -- the Company is destroying a far greater amount of value for all other shareholders. If Ms. Izak wants to perpetuate the Company, she should buy out all other shareholders at the true value of the assets, and then she would be free to operate the Company in any manner she pleases. Meanwhile, the absurd level of general and administrative costs and public company costs are destroying shareholder value every day. The Company has in excess of $25 million of cash and cash equivalents sitting in the bank. It will soon have the cash proceeds from the pending sale of the Wilshire Grand Hotel, as well as hopefully the two New Jersey assets, the Galsworthy Arms condominiums and the Rutherford bank branch. Finally, the Company has also listed for sale two substantial multifamily assets in San Antonio, Texas. The $25 million of cash and cash equivalents should be returned to shareholders as soon as possible and all the proceeds of any pending or listed sale should be distributed to shareholders in a liquidation of the Company. No other course of action makes any economic sense for this Company. We urge the Board of Directors and Ms. Izak to finally acknowledge and terminate the terrible conflicts of interest that have allowed this Company to remain in business. We obviously need to forcefully remind the Board of Directors of their fiduciary duty to all shareholders - not only Ms. Izak. If the Board of Directors does not immediately distribute the available cash and also cash from pending sales, as well as formally adopt a plan of liquidation, we will consider all other options at our disposal. We hope and expect the Board of Directors, at least the "independent" members, to fulfill their fiduciary obligations. We will be contacting you shortly to discuss the foregoing. Sincerely, David R. Jarvis Malcolm F. MacLean IV Chief Executive Officer President DATASOURCE: Mercury Real Estate Advisors LLC CONTACT: Malcolm F. MacLean IV, President, Mercury Real Estate Advisors LLC, +1-203-769-2980 Web site: http://www.mercuryrealestate.com/

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