1. BCC will promptly provide you on behalf of the Cooperative with a complete executed copy of the sublease of the parking garage between BCC, as lessor, and the present garage operator Bleecker Parking Corp., as lessee, ("the Garage Tenant") ("the Garage Sublease"). You may share copies of the Garage Sublease with the present and future members of the Cooperative's Board of Directors but only pursuant to the terms of this letter agreement following your countersigning and returning to me a copy of this letter agreement. You may also share copies of the Garage Sublease with present and future shareholders of the Cooperative provided that each such shareholder first countersigns a copy of this letter agreement and such countersigned copy is promptly sent to me.

2. Neither the Cooperative nor any representative of the Cooperative may contact, negotiate or attempt to negotiate with, the Garage Tenant, prior to the termination of settlement discussions and in no event earlier than October 31, 2000. Neither the Cooperative nor any shareholder of the Cooperative joining this letter agreement shall disclose or use the Garage Sublease or its terms or permit any other person to do so, except as expressly authorized by this letter agreement.

3. Until there is a settlement or judgment determining the respective rights and duties of the parties under the Act, the Cooperative shall not disturb or interfere with the possession of the parking garage by BCC or the Garage Tenant, so long as BCC pays the rent and other charges provided by the Lease. The Cooperative shall accept the payment of such amounts without prejudice to the Cooperative's claims that the Garage Portion of the Lease has been terminated by the Notice effective October 18, 2000, that the payments constitute payment for use and occupancy of the parking garage, and that the Cooperative may recover damages from BCC arising from BCC's continuing possession of the parking garage on and after that date. The Cooperative agrees that its acceptance of such amounts shall be without prejudice to all of BCC's defenses to the Cooperative's claims. BCC agrees that such acceptance shall not be asserted as a ground for claiming that the Cooperative has waived any right that it may have to terminate the Garage Portion of Lease or to seek damages under the Act or that a landlord-tenant relationship has been created thereby apart from any such relationship existing under the Lease.

4. Neither BCC nor the Cooperative shall use any writing (including the Garage Sublease) or information provided during the settlement negotiations or any proposal for settlement of the dispute or any part thereof in any future litigation between the parties involving any aspect of the dispute and shall otherwise treat such documents and information as confidential. At any time after the termination of settlement negotiations and upon request, the receiving party of such documents and information shall return to the delivering party the original and all copies of such documents and any other tangible item containing any such information or any information derived from any such documents or shall certify in writing under oath that such documents and information have been destroyed. Nothing provided in this paragraph shall prevent either party from seeking or utilizing any document or information subject to this paragraph through applicable discovery procedures in any litigation between the parties.

5. This letter agreement may not be amended or terminated, nor may any of its provisions be waived, except by a writing signed by the parties or by their counsel.

6. This agreement may be signed in counterparts or by facsimile.