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November 1, 2002

Dear Shareholder:

          As you know, I am the liquidating partner of Bleecker Charles Company ("the Sponsor"), the sponsor of the conversion to cooperative ownership by 350 Bleecker Street Apartment Corp. ("the Corporation") of the apartment building at 350 Bleecker Street ("the Building"). I also served as a Board member from 1985 through November 1999.

          I am writing to give the Sponsor's views on the election for the Corporation's Board of Directors now scheduled to be held on November 12, 2000. The Sponsor believes that the current Board has managed the affairs of the Corporation poorly, has driven the Corporation towards insolvency, has jeopardized the value of the investments of all shareholders in their respective units and that therefore the current Board should be replaced by other shareholders willing to manage the Corporation appropriately. I am willing to serve if others will also serve and the current Board can be largely replaced. I would be more than pleased to see a totally new slate of directors which did not include me.

          I write out of deep concern for the Corporation's well-being. The Sponsor still retains ownership of 4,042 shares of its stock or 23.46%, representing its continuing ownership of 30 apartment units in the Building. In addition, the Sponsor is the tenant under the Agreement of Lease dated July 31, 1985 ("the Lease") with the Corporation, covering the parking garage ("the Garage") and two ground-floor commercial spaces in the Building. As a shareholder, unit lease owner and tenant under the Lease, the Sponsor has a substantial stake in the welfare of the Corporation and the Building.

          As you are no doubt aware, the acrimony between the Co-op and the Sponsor grew out of the effort of certain shareholders, namely Mark Lilien and James Kafadar, to persuade the shareholders to vote to have the Co-op terminate the Lease insofar as it covered the Garage ("the Garage Portion") under the federal Condominium and Cooperative Conversion Protection and Abuse Relief Act, 15 U.S.C. §§3601 et seq. ("the Act").

          In June 1999, the shareholders' rejected the resolution promoted by Messrs. Lilien and Kafadar and their circle. In June 2000, after Messrs. Lilien and Kafadar conducted a campaign by seeking proxies, their resolution passed. In July 2000, the Co-op sent the Sponsor a notice purporting to terminate the Garage Portion under the Act.

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          In October 2000, the Sponsor instituted litigation in federal court to challenge the Co-op's termination notice. The Sponsor ultimately prevailed. In addition, the Sponsor has been awarded and has recovered from the Corporation attorneys' fees and other litigation expenses of almost $370,000. The Corporation paid the Sponsor but was left with little cash, necessitating a loan from an unnamed shareholder or shareholders (the web site has stated contradictory things about the number of shareholders involved in the loans) on terms that have still not been disclosed to the shareholders. I expected that the loan documents would have been posted on the Corporation's web site for all shareholders to see.

          While the appellate court has not yet ruled on the Co-op's appeal in the federal action, the Sponsor is confident on the basis of the oral argument that the lower court's judgment will be affirmed and that the Co-op will be required to pay the Sponsor's substantial attorneys' fees and other expenses incurred by the Sponsor on the appeal. On the basis of the financial disclosures on the Corporation's web site, it does not appear that the Corporation has enough cash to pay these expenses to the Sponsor.

          In addition, this summer, the current Board authorized the filing of a litigation in a New York court against the Sponsor and me personally seeking damages of $12.6 million and punitive damages of $10 million. The theory of their law suit is that I knew about the Act and withheld my knowledge from the Board and the shareholders and that the 1999 vote failed as a result. The factual claim is demonstrably false. Moreover, the valuation that the damage claims places on the Garage Portion is demonstrably unsupportable.

          In the state court case, I have counterclaimed against the Corporation for my defense costs and any judgment against me. I have claimed a right to indemnification under the Corporation's By-Laws and the New York Business Corporation Law ("BCL"), because I knew nothing about the Act until Messrs. Lilien and Kafadar brought on their campaign in June 1999 to seek to terminate the Garage Portion under the Act. Those actions were as big a surprise to me as they were to many of you.

          In addition, in the state court action, I have filed third-party claims against Messrs. Lilien and Kafadar asserting they should be liable, not me, because I believe that I can demonstrate that they knew about the Act long before I did but nonetheless chose not to reveal their inforrnation to the Board or the shareholders at large.

          On October 23, 2002, the Sponsor made a demand to the current Board, pursuant to BCL, §626(c), that the Corporation institute a law suit against Messrs. Lilien and Kafadar in connection with these matters. Those who maintain the Corporation's web site and who profess to keep the shareholders advised, through the web site, of all material matters, have not yet posted the Sponsor's demand. The current Board has yet to respond to the demand, except to have their counsel state that they acknowledged receipt of the demand and would respond but without

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          setting a specific deadline for their response. If the Board fails to enable the Corporation to institute suit against Messrs. Lilien and Kafadar, then the Sponsor and any other shareholders may institute suit against them in the name of the Corporation.

          I think it is fair to say that the current Board controls the content on the Corporation's web site. I would ask each of you to consider why the Sponsor's demand has not been posted in this election season, and indeed why the Sponsor's demand was not posted upon the site promptly after its receipt. I invite each of you to demand that the Board post the Sponsor's demand immediately. If that is done, you may have more grounds for assessing the performance and candor of the current Board before the November 12, 2002 election.

          In the end, the Sponsor cannot protect the shareholders against themselves. Those of you who have observed the last two year's events and their devastating effect on the Corporation's financial position and atmosphere and are not pleased with what you have seen should step forward and run for Board positions at the next election. If your are willing to run, you need only make your desire known to your fellow shareholders and appear in person at the shareholders' meeting on November 12, 2002 to offer your candidacy.

          Any shareholder interested in running for the Board on November 12, 2002 should feel free to contact me at the above number. The Sponsor is prepared to support any shareholder of demonstrated independence, experience and integrity. The problems now confronting the Corporation can be solved by sensible people of good will, if the Board is reconstituted with the right people. The current Board should not be re-elected.

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