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The Agreement between the parties dated July 31, 1985, is modified and extended as follows:

FIRST:     The term of the Agreement is extended to and including January 31, 2001.

SECOND:     The Owner shall continue to pay the Agent during the remaining extended term of this Agreement as compensation for its services under the Agreement, the sum of $49,500.00 per annum in equal monthly installments.

THIRD:     This contract shall be terminable by Owner only for cause. All prior inconsistent provisions in the Agreement are void.

FOURTH:     All prior amendments to the Agreement are void.

Except as modified herein all terms of the Agreement between the parties shall remain in full force and effect and are hereby ratified.

350 BLEECKER STREET APARTMENT CORP.

Cynthia Spry, Vice President

KENNETH B. NEWMAN REALTY CORP.

Kenneth B. Newman

MODIFICATION TO COOPERATIVE

APARTMENT HOUSE MANAGEMENT AGREEMENT

     This Agreement made as of December 17, 1994, modifies an Agreement (the "Agreement") made as of July 31, 1985, amended October 21, 1988, January 31, 1992, between 350 Bleecker Street Apartment Corp., a corporation organized and existing under the laws of the State of New York, having its principal office c/o Kenneth B. Newman, 488 Madison Avenue, New York, New York, in the Borough of Manhattan, City of New York, hereinafter referred to as the "Owner," and Kenneth B. Newman Realty Corp., having its principal office at 488 Madison Avenue, in the Borough of Manhattan, City of New York, hereinafter referred to as the "Agent."

     The Agreement between the parties dated July 31, 1985, is modified and extended as follows:

     FIRST:     The term of the Agreement is extended to and including January 31, 1998.

     SECOND:     The Owner shall pay the Agent beginning February 1, 1995 and continuing during the the remaining term of this Agreement as compensation for its services under the Agreement, the sum of $49,500.00 per annum in equal monthly installments.

     Except as modified herein all terms of the Agreement between the parties shall remain in full force and effect and are hereby ratified.

MODIFICATION TO COOPERATIVE

APARTMENT HOUSE MANAGEMENT AGREEMENT

     This Agreement made as of January 31, 1992, modifies an Agreement (the "Agreement") made as of July 31, 1985 and amended October 21, 1988 between 350 Bleecker Street Apartment Corp., a corporation organized and existing under the laws of the State of New York, having its principal office c/o Kenneth B. Newman, 488 Madison Avenue, New York, New York, in the Borough of Manhattan, City of New York, hereinafter referred to as the "Owner," and Kenneth B. Newman Realty Corp., having its principal office at 488 Madison Avenue, in the Borough of Manhattan, City of New York, hereinafter referred to as the "Agent."

     The Agreement between the parties is amended as follows:

     FIRST:     The term of the Agreement is extended to and including January 31, 1995.

     SECOND:     The Owner shall pay the Agent beginning February 1, 1992 and continuing during the the remaining term of this Agreement as compensation for its services under the Agreement, the sum of $45,000.00 per annum in equal monthly installments.

     THIRD:     The Owner shall have the right to cancel the Agreement upon not less than 90 days prior written notice to the Agent only (a) for cause or (b) if Kenneth B. Newman ceases to be an active principal of the Agent.

     FOURTH:     The Owner and the Agent shall each have the right to cancel the Agreement effective on each anniversary date of this Agreement (i.e., January 31, 1993 and January 31, 1994) provided such cancellation be made by written notice given 90 days prior to the anniversary date but not earlier than 120 days prior to such anniversary date.

     Except as modified herein all terms of the Agreement between the parties shall remain in full force and effect and are hereby ratified.

MODIFICATION TO COOPERATIVE

APARTMENT HOUSE MANAGEMENT AGREEMENT

     This Agreement made as of October 21, 1988, modifies an Agreement (the "Agreement") made as of July 31, 1985 between 350 Bleecker Street Apartment Corp., a corporation organized and existing under the laws of the State of New York, having its principal office c/o Kenneth B. Newman, 488 Madison Avenue, New York, New York, in the Borough of Manhattan, City of New York, hereinafter referred to as the "Owner," and Kenneth B. Newman Realty Corp., having its principal office at 488 Madison Avenue, in the Borough of Manhattan, City of New York, hereinafter referred to as the "Agent."

     The Agreement between the parties is amended as follows:

     First: The term of the Agreement is extended to and including December 31, 1991.

     Second: The Owner shall continue to pay the Agent during the remaining terrm and extended term of this agreement, as compensation for its services under the Agreement, the sum of $42,000.00 per annum in equal monthly installments.

     Third: The Owner shall have the right to cancel the Agreement upon not less than 90 days prior written notice to the Agent only (a) for cause or (b) if Kenneth B. Newman ceases to be an active principal of the Agent.

     Except as modified herein all terms of the Agreement between the parties shall remain in full force and effect and are hereby ratified.

COOPERATIVE APARTMENT HOUSE

THIS AGREEMENT, made as of the 31st day of July , 1985, between 350 BLEECKER STREET APARTMENT CORP., a corporation organized and existing under the laws of the State of New York, having its principal office c/o Kenneth Newman, 535 Fifth Avenue, in the Borough of Manhattan, City of New York, hereinafter referred to as the "Owner" and KENNETH B. NEWMAN REALTY CORP., having its principal office at 535 Fifth Avenue, in the Borough of Manhattan, City of New York, hereinafter referred to as the "Agent."

W I T N E S S E T H:

That the parties hereto mutually agree with each other as follows:

FIRST: The Owner hereby appoints the Agent, and the Agent hereby accepts appointment, on the terms and conditions hereinafter provided, as managing agent of the cooperative apartment house located at 3SO Bleecker Street, in the Borough of Manhattan, City of New York, hereinafter referred to as the "Building."

SECOND: The Agent shall perform the following services with due diligence and care:

(a)     Cause to be hired, paid and supervised, all persons necessary to be employed in order to properly maintain and operate the Building the, in each instance, shall be the Owner's and not the Agent's employees, and cause to be discharged all persons unnecessary or undesirable, except that no person presently employed at the Building shall be discharged without the prior written consent of the Owner.

(b)     Cause the Building to be maintained in such .condition as may be deemed advisable by the Owner, including interior and exterior cleaning, and cause repairs and alterations of the Building to be made, including, but not limited to, electrical, plumbing, steamfitting, carpentry, masonry, elevator decorating, and such other incidental alterations or changes therein as may be proper, subject only to the limitations contained in this Agreement or in any proprietary lease or other agreement with any tenant-shareholder or other tenant. Ordinary repairs or alterations involving an expenditure of over Five Thousand Dollars (5,000) for any one item shall be made only with the prior approval of the Owner, but emergency repairs, i.e., those immediately necessary for the preservation or safety of the Building or for the safety of tenant-shareholders, or other persons, or required to avoid the suspension of any necessary service in the Building, may be

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suspension of any necessary service in the Building, may be made by the Agent irrespective of the cost thereof, without the prior approval of the Owner, after consultation with the president, vice president or treasurer of the Owner (in the order given).          (c)     Recommend, and with the approval of the Owner, cause, all such acts and things to be done in or about the Building as shall be necessary or desirable to comply with any and all orders or violations affecting the Building, placed thereon by any federal, state, or municipal authority having jurisdiction thereover, and order of the New York Board of Fire Underwriters, the New York Fire Insurance Exchange or other similar body, except that if failure promptly to comply with an) such order or violation would or might expose the Owner or the Agent to crimina1 liability, the Agent may cause such order or violation to be complied with after consultation with the president, vice president or treasurer of the Owner (in the order given), or if no such officer shall be available to the Agent, after consultation with the Owner's attorneys. The Agent shall notify the Owner's attorneys promptly after receipt of any order or violation, as aforesaid.

(d)     Enter into contracts for electricity, gas, steam, air-conditioning, water treatment, elevator,

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telephone, window cleaning, rubbish removal, fuel oil, detective agency protection, vermin extermination and other services or such of them as shall be advisable, but any such contract having a term longer than two (2) years or requiring annual payments in excess of $5,000 must be authorized by the Owner.

e) Purchase all supplied which shall be necessary to properly maintain and operate the Building, make all such contracts and purchases in either the Owner's or the Agent's name, as the Agent shall elect; and credit to the Owner any discounts or commissions obtained for purchases or otherwise (except any insurance and other commissions payable to the Agent under the terms of this agreement).

(f)     Advise the Owner with respect to proper insurance coverage of the Building, its employees and tenant-shareholders; it requested by the Owner, cause to be effected and/or maintained, in such amounts and through such carriers as the Owner shall designate or approve, fire, rent, plate glass, boiler, water damage, liability, workmen's compensation, employer’s liability, disability and any other insurance the Owner may elect to carry; and to cooperate with any independent insurance broker or

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consultant that the Owner may designate or approve and engage for the purpose of effecting insurance and protecting its interests with respect thereto.

(g)     Check all bills received for services, work, and supplies ordered in connection with maintaining and operating the Building, pay or cause to be paid all such bills, mortgage interest, mortgage amortization, water charges, sewer rent, assessments, real estate taxes and corporate franchise and other taxes assessed against the Owner or the Building as and when the same shall become due and payable.

(h)     Supervise the moving in and out of tenant-shareholders, tenants and, as far as possible, arrange the dates thereof so that there shall be a minimum of disturbance to the operation of the Building and of inconvenience to other tenant-shareholders and tenants.

(i)     Bill or cause to be billed, tenant-shareholders and tenants for maintenance charges, rent and other charges, use its best efforts to collect such maintenance charges, rent and other charges, and when and if directed by the Owner, serve notices upon tenant-shareholders or tenants to quit and surrender space occupied by them. Also, when directed by the Owner, and on its

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behalf, sue for maintenance charges, rent and other charges which may at any time be or become due to the Owner from any tenant-shareholder or tenant in respect to space in the Building, institute summary proceedings to recover possession thereof and, with the consent of the Owner's attorneys, employ and pay special counsel, if necessary, for any such purposes, but no suit or summary proceedings shall be instituted unless the Owner's written authorization thereof is first obtained.

(j)     Consider and, when reasonable, attend to complaints of tenant-shareholders and tenants. If the Agent shall deem any such complaint unreasonable, it shall advise the Owner of the complaint and the reason for its opinion that the complaint is unreasonable.

(k)     Cause to be prepared and filed the necessary forms for unemployment insurance, withholding and social security taxes and all other tax and other forms relating to employment of building employees and maintenance and operation of the Building employees and maintenance and operation of the Building required by any federal, state or municipal authority.

(l) Not later than the twentieth day of each month, render or cause to be rendered regular monthly statements, supported by disbursements vouchers, to the

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Owner, with remittance of amounts collected during the previous month less disbursements made on behalf of and for the account of the Owner and less, also, all such amounts as in the judgment of the Owner's accountants it may be necessary or advisable to reserve or withhold to meet obligations due or which will or may become due thereafter and for which current income will not or may not be adequate. A copy of each such monthly statement shall be sent by the Agent to the president and treasurer of the Owner.

(m)     Cause to be set up and kept in good order reports, records and books, consistent with the normal records and books that are kept by the Agent for its other owners (other than books of account maintained by the Owner's accountants) for the Owner, and maintain orderly files containing rent records, insurance policies, proprie-tary and other leases, correspondence, receipted bills and vouchers, and all other documents and papers pertaining to the Building or the operation thereof, and the same shall be and shall at all times remain the property of the Owner, and the Agent shall upon request of the Owner make same available to the Owner, the Owner's officers, accountants, attorney or other representatives and shall deliver up same to the Owner or its aforesaid agents OD demand from the Ownner.

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(n)     Cooperate with the Owner's accountants in regard to the annual audit of the books of account of the Owner, including the annual report of the operations of the Owner for the year then ended. A copy of each such annual report shall be sent by the Agent to each tenant-shareholder of the Owner.

(o)      Cooperate with the Owner's accountants in regard to the preparation and filing on behalf of the Owner of federal, state, city and any other income and other tax returns required by an) governmental authority.

(p)     Send to all tenant-shareholders of the Owner each year copies of a statement furnished by the Owner's accountants which sets forth the deductions available to tenant-shareholders for income tax purposes by reason of their ownership of shares of stock of the Owner and other relevant tax data with respect thereto provided by the Owner's accountants.

(q)     Cooperate with the Owner's accountants in the preparation and submission annually to the Board of Directors of the Owner, prior to the last meeting of the Board of Directors of the Owner held in each calendar year, an operating budget setting forth the anticipated income and expenses for the Owner for the ensuing year, a comparison of said budget to the income and expenses of the preceding and current years, and any required explanations with respect thereto.                         -8-

(r)     When requested, send notices to directors and shareholders of, prepare agendas for, and cause a representative of its organization to attend, meetings of tenant-shareholders and meetings of the Board of Directors of the Owner, and if requested by said Board of Directors, have its representative act as secretary, and record and keep the minutes of such meetings.

(s)     Prepare and send out al1 letters and reports as the Board of Directors of the Owner may request.

(t)     When the books of tentatively assessed valuations of the City of New York are opened for public inspection in each year, ascertain the assessment of the land on which the Building is located and the assessment of the Building and report such assessments to the Owner. Should the Owner consider such assessments excessive the Agent will, if requested by the Owner, cooperate with the Owner's attorneys in the preparation of an application for correction of the assessed valuation to be filed with the Tax Commission of the City of New York and, ii the Owner shall not have any regular attorneys, retain special counsel to prepare such application (with the Agent's cooperation) and to institute tax certiorari proceedings.

(u)     Use its best efforts to keep any commercia1 or non-proprietary space in the Building rented to desirable tenants on such terms as may be approved by the

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Owner. The Agent is authorized to enlist the services of other real estate brokers on behalf of the Owner in connection with the rental of such space.

(v)     Generally, do all things reasonably deemed necessary or desirable by the Board of Director's of the Owner for the proper management of the Building.

THIRD:     The Owner authorizes the Agent, for the Owner's account and on its behalf, to perform any act or do anything necessary or desirable in order to carry out the Agent's agreements contained in Article SECOND hereof, and everything done by the Agent under the provisions of Article SECOND shall be done as Agent of the Owner, and all obligations or expenses incurred thereunder (for which the Agent is not compensated as provided in Article SIXTH hereof) shall be at the expense of the Owner.

Any payments made by the Agent hereunder shall be made out of such funds as the Agent may from time to time hold for the account of the Owner or as may be provided by the Owner. The Agent shall not be obliged to make any advance to or for the account of the Owner or to pay any amount except out of funds held or provided as aforesaid, nor shall the Agent be obliged to incur any extraordinary liability or obligation unless the Owner shall furnish the Agent with the necessary funds for the discharge

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thereof. If the Agent shal1 voluntarily advance for the Owner's account any amount for the payment of any obligation or necessary expense connected with the maintenance or operation of the Building or otherwise, the Owner shall reimburse the Agent therefor on demand .

FOURTH:     All funds collected by the Agent for the account of the Owner will be deposited in a bank or trust company in the City of New York in a special account of the Agent and held in such account for the purpose of utilizing the funds for the Building operations. On or before the 10th day of each month, the Agent shall withdraw funds in excess of the necessary operating costs of the Building for the preceding month and shall remit funds to the Owner.

FIFTH: The Agent shall not be liable to the Owner for any loss or damage not caused by the Agent's own negligence or failure to comply with its obligations hereunder. The Owner will indemnify the Agent against and hold the Agent harmless from (a) any liability, damages, costs and expenses (including reasonable attorneys' fees) sustained or incurred for injury to any person or property in, about or in connection with the Building, from any cause whatsoever, unless such injury shall be caused by the Agent's own negligence or failure to comply with its obligations hereunder, and (b) any liability, damages,

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penalties, costs and expenses, statutory or otherwise, for all acts properly performed by the Agent pursuant to the instructions of the Owner; provided, in each of the foregoing instances, that the Agent promptly advises the Owner of its receipt of information concerning any such injury and the amount of any such liability, damages, penalties, costs and expenses. The Owner will carry liability insurance (with limits acceptable to the Agent in its reasonable judgment), workmen's compensation and employer's liability insurance, wi11 include the Agent as a party insured under the liability policy and will deliver a copy of such liability policy to the Agent or a certificate evidencing the same.

SIXTH:     The Owner shall pay the Agent as full compensation for its services hereunder the sum of $42,000 per annum for services as Managing Agent, payable in equal monthly installments.

SEVENTH:     The Agent, at the Owner's expense, shall forthwith procure a fidelity bond satisfactory in form to the Owner, and issued by a bonding, insurance or casualty company satisfactory to the Owner, pursuant to which the Owner will be held harmless by the surety in an amount up to $50,000 from any loss of money or other personal property belonging to the Owner or for which the Owner is legally

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liable, caused by larceny, embezzlement, forgery, misappropri-ation, wrongful abstraction or any dishonest or fraudulent acts committed on or after the date hereof, by the Agent, its directors, officers or employees. The Agent agrees to keep said bond in ful1 force and effect throughout the term of this Agreement.

EIGHTH:     The Agent represents to the Owner that it is legally permitted to act in the State of New York as a real estate broker.

NINTH:     This Agreement shall take effect on the date on which the Owner acquires title to the Building and shall continue in force until the third anniversary of such date, but may be cancelled by the Owner at any time after the third anniversary of such date upon not less than 60 days' prior written notice to the Agent. In the event of a sale, lease or demolition of the Building, the Owner may terminate this Agreement at the end of any calendar month on not less than 30 days' prior notice in writing given to the Agent. Agent shall have the right to terminate at any time upon not less than 60 days' prior written notice to the Owner. Upon termination, the parties shall account to each other with respect to all uncompleted business, and the Agent shall deliver to the Owner all proprietary leases, corporate files, books and records and other instruments

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relating to the Building and the Owner that may be in the possession of the Agent. The Owner shall furnish the Agent with reasonab1e security against any outstanding ob1igations or 1iabilities which the Agent may have incurred hereunder.

TENTH:     This Agreement may not be changed orally, shall bind and apply to any successor of either party hereto and may not be assigned by either party hereto except that the Agent may assign to an entity in which the principals of Agent shall together have at least 50 per cent ownership.

ELEVENTH:     This Agreement is being executed pursu- ant to a Plan to convert the Premises to cooperative ownership. In the event that this Agreement fails to include provisions contained in the Plan, those provisions shall be deemed in-cluded herein. In the event of an inconsistency between this Agreement and the Plan, the terms of the Plan shall prevail.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.

          (Owner)     350 BLEECKER STREET APARTMENT CORP.

          (Agent)     KENNETH B. NEWMAN REALTY CORP.

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