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UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

     ERIC M. JAFFE, being duly sworn, deposes as follows:

     1.     I am an associate of the firm of Schechter & Brucker, P.C., general counsel of defendant 350 Bleecker Street Apartment Corporation, (the "Cooperative"). I have personal knowledge of the facts and circumstances set forth in this affidavit.

     2.     On June 27, 2000, I attended a special meeting of the shareholders of the Cooperative, which was called for the specific reason of voting on the question of whether to terminate a portion of the lease held by Bleecker Charles Company.

     3.     The meeting commenced at approximately 8:00 P.M., and the counting of the votes commenced at 8:45 P.M. Those shareholders who attended the meeting were asked to sign in, and thereupon given a ballot (a copy of said ballot is annexed hereto as Exhibit "A").

     4.     Those persons who held proxies from shareholders were asked to surrender their proxies, and the sign-in sheet was marked to indicate that that shareholder was present by proxy. The proxies overwhelmingly utilized by the shareholders unable to attend were "directed" proxies, using an envelope system in order to maintain anonymity (a sample of the envelope proxy, and the direction found inside are annexed hereto as Exhibit "B"). Rather than ballots, the directions to the proxy holder were counted as substitute ballots.

     5.     In attendance at the meeting (either in person or by proxy) were seventy-seven (77) tenant/shareholders: sixty-seven (67) tenant/shareholders were in attendance by proxy utilizing the proxy envelope and the accompanying directions inside, six (6) signed in and voted by ballots, and four (4) were present by a non-confidential proxy. A person owning two or more units which were combined was counted as one vote.

     6.     The results of the counting of the vote was as follows: seventy-seven (77) votes in favor of terminating the garage portion of the lease with Bleecker Charles Company, and zero (0) against. The vote was unanimous.

     7.     The meeting was then adjourned.

     8.     Schechter and Brucker, P.C. has had exclusive control over the ballots and proxies from the special meeting to terminate the portion garage portion of the Bleecker Charles Company lease. Further, to the best of my knowledge, no request was ever made by any party to me or to the firm of Schechter & Brucker, P.C. to review such materials.

/s/ Eric M Jaffe
Eric M Jaffe

Sworn to before me this
5th day of June, 2001

/s/ Andrew P. Brucker
ANDREW P. BRUCKER
Notary Public, State of New York
No. 02BR5035313
Qualified in Westchester County
Commission Expires October 31, 2002

F:\01\235000.91

EXHIBIT A

350 BLEECKER STREET APARTMENTS CORP.

OFFICIAL BALLOT FOR SPECIAL SHAREHOLDERS MEETING

TO CONSIDER THE TERMINATION OF THE GARAGE LEASE

JUNE 27, 2000

     I, a shareholder of 350 Bleecker Street Apartments Corp., hereby vote as follows on the question of confirming the resolution adopted by the Board of Directors of the Corporation which stated

EXHIBIT B

The undersigned nominates, constitutes and appoints Susan Kim (President of the Corporation) as proxy of the undersigned to attend the Special Shareholders Meeting of the Shareholders of 350 Bleecker Street Apartment Corp. to be held on Tuesday, June 27, 2000, and any continuances or adjournments thereof, with full power to vote and act for the undersigned in accordance with the instructions set forth on the voting instructions enclosed in this envelope.

The undersigned does hereby revoke any and all proxies heretofore given with respect to the above meeting. This proxy shall be canceled if the undersigned is personally present at said meeting and requests a ballot to vote in person.

Print below exactly as your narne appears on your stock certif~cate. If the shares are owned by two or more people, any one of the owners may sign this proxy.

Signature:___________________________________          Signature:___________________________________

Print Name:_________________________________          Print Name:__________________________________

Date:______________________________________           Date:___________________________________

(Printed on an envelope)

CONFIDENTIAL
PROXY VOTING INSTRUCTION
FOR SPECIAL MEETING OF THE SHAREHOLDERS OF
350 BLEECKER STREET APARTMENT CORP.
JUNE 27, 2000

I hereby instruct the holder of my proxy to vote as follows on the resolution to terminate the portion of the commercial lease concerning the garage:

Choose one of the following:

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