WOC Wilshire Enterprises,

GREENWICH, Conn., May 17 /PRNewswire-FirstCall/ -- 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 May 17, 2006 Board of Directors Wilshire Enterprises, Inc. c/o Mr. Eric J. Schmertz 1 Gateway Center 11-43 Raymond Plaza West 10th Floor Newark, NJ 07102 Ladies and Gentlemen: As the largest independent shareholder of Wilshire Enterprises, Inc. ("Wilshire" or the "Company"), we are pleased by your decision to distribute a portion of the cash on the balance sheet to shareholders and recognize this effort as a first step in maximizing the value of the Company. Further, we are relieved to learn that the proposed acquisition of a multifamily property in Avondale, Arizona has been cancelled. As we have voiced on several occasions, this acquisition would have taken place at a time when the commercial real estate market is perhaps the most overvalued as it has been in many years. Given the unsustainable levels of valuation seen throughout the real estate market, management simply cannot in good conscience and in accordance with its legal duties to the shareholders pursue any strategy that involves attempting to grow the Company through acquisitions. Instead, as we have said before, all attention should be given to achieving the maximum amount of value in the Company's current portfolio of undervalued assets through a sale of the Company or liquidation through a liquidating trust structure. Fortunately, it appears as though you have finally taken our advice - although much belatedly - and authorized management to pursue the sale of individual assets followed by a sale or merger of the Company. With the shrinking of the Company's asset base, clearly general and administrative costs (G&A) must be correspondingly decreased. Terminating Wilshire's Chief Executive Officer, Sherry Wilzig Izak, is now more important than ever. Again, we believe this process will undeniably create the most value for Wilshire shareholders in the immediate near term. While we recognize the decision to distribute a portion of the cash on the balance sheet and terminate the ill-proposed acquisition of the Arizona property as a positive step, we nonetheless remain deeply troubled by the decisions made by management of the Company. First, we believe that based on our analysis of the current cash and marketable securities on the balance sheet, in addition to proceeds received from the Company's pro rata share of the Wilshire Grand Hotel & Banquet Facility, the Company could comfortably make a current distribution of $4.00 to $4.25 per share. In this scenario, the Company would still retain enough cash to make modest capital expenditures on properties to be sold and would immediately put even more money into the pockets of shareholders. We are disappointed with the size of the distribution and urge the Board of Directors to increase it. Secondly, we are also extremely disappointed with the length of time it has taken for the Board to recognize that value will be maximized by distributing available cash to shareholders and aggressively pursuing asset sales. This unnecessary delay in the evaluation of strategic alternatives by the Company has forced shareholders to continue to pay the salaries of a management team that is dramatically overpaid relative to the Company's asset base and market capitalization. Also, this delay puts the Company dangerously close to a point where there may be the beginning of a turn in the real estate market. While valuations are still historically high, the longer the Company waits to seriously pursue its liquidation, the more at risk it becomes to a softening market. We reiterate that we are very disappointed that it has taken this long to distribute cash to shareholders and urge the Company to declare a formal liquidation to expedite the liquidation process. Third, we continue to be disturbed by the Board of Director's unwillingness to acknowledge the historically abysmal track record of Ms. Izak, who should be terminated immediately. Ms. Izak's career as the supposed steward of Wilshire is riddled with poor decisions and an unbelievable lack of strategic direction. In March 2004, 18 months after the Company hired Deloitte & Touche Corporate Finance LLC to evaluate strategic alternatives, management announced that it had agreed to sell the U.S. oil and gas business. This was followed by another announcement in April 2004 announcing the sale of the Company's oil and gas operations in Canada. As we all know, valuations for oil and gas businesses have increased dramatically since the announced sale as a result of numerous geopolitical factors and also general supply and demand trends. By selling the US and Canadian operations on the cheap before this dramatic increase in oil and gas valuations, the Company left millions of dollars on the table - real money that could have been distributed to the true owners of the Company, the common shareholders. We are perplexed as to why Ms. Izak, who as a CEO of a company with substantial oil and gas interests should have seen the potential for significantly higher valuations, would agree to sell this respective business division after receiving this bad advice from investment bankers (one of the bankers was Dan Pryor, Wilshire's current President). This embarrassingly poor decision indicates that Ms. Izak had an incredible lack of understanding of the potential value of the Company's assets, affirming our position that Ms. Izak does not possess the appropriate competencies for her position. Perhaps most disturbing is that in 2004, Ms. Izak was rewarded for making this poor decision with a record bonus! Since the sale of the oil and gas businesses in 2004, management has engaged in several real estate transactions which it attempts to use as evidence of its commitment to realizing shareholder value. While we agree with the decision that these assets should have been sold, we are shocked at the length of time that it has taken for these transactions to be effected. We believe that if management was truly committed to realizing shareholder value and not simply interested in perpetuating the existence of a company to earn record salaries and bonuses, the Company would have already been sold or all assets would have been liquidated. And although we believe that the hiring of Friedman, Billings Ramsey & Co. in November 2005 in order to evaluate strategic alternatives was a positive step, we are shocked that it has taken over six months to come to the obvious decision that cash on the balance sheet should be distributed to shareholders and that a liquidation process should be initiated. The Board of Directors absolutely must realize that given the record levels of valuation in the real estate market, time is of the essence. The liquidation process needs to be expedited, and the CEO currently in place has demonstrated through bad decision-making that she is unfit for her role as the steward of Company. As a result, we urge the Board of Directors to immediately terminate Ms. Izak, whose part-time work ethic poses serious risks and needless expense to the Company at this critical stage. We believe the Board needs to declare a formal liquidation of the Company through a liquidating trust. Furthermore, for the reasons outlined above, we believe that Ms. Izak is unfit to properly and quickly execute such liquidation and that her continuing existence as CEO is indeed a massive liability. The Board of Directors needs to exercise its fiduciary responsibility to shareholders by recognizing Ms. Izak's numerous failures and ridiculous expense and terminate her immediately. We would appreciate the opportunity to further articulate our views in a meeting with the independent members of the Board - an opportunity that we rightfully deserve, but recently have been denied - given our ownership stake. Very truly yours, MERCURY REAL ESTATE ADVISORS LLC David R. Jarvis Malcolm F. MacLean IV Chief Executive Officer President DATASOURCE: Mercury Real Estate Advisors LLC. CONTACT: Malcolm F. MacLean IV of Mercury Real Estate Advisors LLC, +1-203-769-2980 Web site: http://www.mercuryrealestate.com/

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