SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK

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In the Matter of the Application of BLEECKER CHARLES CO.,          : Index No.: 110835/02
                                                                   :
                              Petitioner,                          :
                                                                   :
For the Inspection of the Minutes of Meetings of the               : Hon. Joan A. Madden
Directors and Shareholders and Record of Shareholders              :    
of 350 Bleecker Street Apartment Corp.                             : AFFIDAVIT
                                                                   : 
                    -against-                                      :   
                                                                   :
350 BLEECKR STREET APARTMENT CORP.,                                :
                                                                   :
                              Respondent.                          :
                                                                   :
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STATE OF NEW YORK      )
                        ss:
COUNTY OF NEW YORK     )

          DAVID GOODMAN, being duly sworn, deposes and says:

          1.          I am the Director of Business Development employed by Tudor Realty Corp.("Tudor"), managing agent for the Coop. [1]

          2.          In or about November 2001, I received a telephone call from the sponsor's office asking for a shareholders' list. I explained that it was substantially the same as it was in January, when the sponsor's principal, Newman, was the principal of the managing agent (Tudor became managing agent in February 2001). After that call, I received no other requests.

          3.          Tudor was never asked to mail any documents on behalf of the sponsor.

          4.          I have confirmed the foregoing with Mary Frances Shaughnessy (the managing director of Tudor) and Paul Morton (the Tudor account executive who is primarily responsible for the day-to-day operations of the Coop).

/s/ David Goodman
DAVID GOODMAN